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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark one)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

OR

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

| |  |  | FOR THE TRANSITION PERIOD FROM              TO
| |  |  | ----------------------------------------------

COMMISSION FILE NUMBER 000-24733

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ENTRUST, INC.

(Exact name of
registrant as specified in its charter)

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

ONE HANOVER PARK, SUITE 800

16633 DALLAS PARKWAY

ADDISON, TX 75001

(Address of principal executive offices & zip code)

Registrants telephone number, including area code: (972) 713-5800

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

|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Each Class          |  | Name of Each Exchange on Which Registered
|Common Stock, $.01 par value |  | NASDAQ Global Market                     

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

None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈Yes  x  No

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. ̈Yes  x  No

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.  x  Yes ̈No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

|                         |  |                      |  |                       
|------------------------ |  | -------------------- |  | ----------------------
|Large accelerated filer ̈ |  | Accelerated filer  x |  | Non-accelerated filer ̈

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

As of June 30, 2006, there were outstanding 59,646,154 of Common Stock, $.01 par value, outstanding. The aggregate market value of the common stock
held by non-affiliates of the registrant, computed using the closing sale price of common stock of $3.41 per share on June 30, 2006, as reported on the Nasdaq Global Market, was approximately $160,664,193.

The number of shares outstanding of the registrants common stock as of March 7, 2007 was 60,394,788.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of Entrust, Inc.s definitive Proxy Statement for its 2007 Annual Meeting of Stockholders to be held on May 4, 2007 are incorporated by reference into Part II and Part III of this Annual Report on
Form 10-K.

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##### Table of Contents

ENTRUST, INC.



TABLE OF CONTENTS



|                                                                                                                             |  |                                                                                                              |  |     
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I.                                                                                                                      |  |                                                                                                              |  | Page
|Item 1.                                                                                                                      |  | Business                                                                                                     |  | 1   
|Item 1A.                                                                                                                     |  | Risk Factors                                                                                                 |  | 13  
|Item 2.                                                                                                                      |  | Properties                                                                                                   |  | 21  
|Item 3.                                                                                                                      |  | Legal Proceedings                                                                                            |  | 21  
|Item 4.                                                                                                                      |  | Submission of Matters to a Vote of Security Holders                                                          |  | 22  
|                                                                                                                             |  | Executive Officers and Directors of the Registrant                                                           |  | 22  
|                                                                                                                             |  |                                                                                                             
|PART II.                                                                                                                     |  |                                                                                                              |  | Page
|Item 5.                                                                                                                      |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 26  
|Item 6.                                                                                                                      |  | Selected Financial Data                                                                                      |  | 30  
|Item 7.                                                                                                                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 31  
|Item 7A.                                                                                                                     |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 63  
|Item 8.                                                                                                                      |  | Financial Statements and Supplementary Data                                                                  |  | 65  
|Item 9.                                                                                                                      |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 65  
|Item 9A.                                                                                                                     |  | Controls and Procedures                                                                                      |  | 65  
|Item 9B.                                                                                                                     |  | Other Information                                                                                            |  | 65  
|                                                                                                                             |  |                                                                                                             
|PART III.                                                                                                                    |  |                                                                                                              |  | Page
|Item 10.                                                                                                                     |  | Directors and Executive Officers of the Registrant                                                           |  | 66  
|Item 11.                                                                                                                     |  | Executive Compensation                                                                                       |  | 66  
|Item 12.                                                                                                                     |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 66  
|Item 13.                                                                                                                     |  | Certain Relationships and Related Transactions                                                               |  | 66  
|Item 14.                                                                                                                     |  | Principal Accounting Fees and Services                                                                       |  | 66  
|                                                                                                                             |  |                                                                                                             
|PART IV.                                                                                                                     |  |                                                                                                              |  | Page
|Item 15.                                                                                                                     |  | Exhibits, Financial Statement Schedules                                                                      |  | 67  
|                                                                                                                             | 
|SIGNATURES                                                                                                                   |  | 68                                                                                                          
|                                                                                                                             | 
|CONSOLIDATED FINANCIAL STATEMENTS                                                                                            |  | Page                                                                                                        
|Managements Report on Internal Control over Financial Reporting                                                             |  | F-1                                                                                                         
|Reports of Independent Registered Public Accounting Firm                                                                     |  | F-2                                                                                                         
|Consolidated Balance Sheets as of December 31, 2006 and 2005                                                                 |  | F-4                                                                                                         
|Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004                                   |  | F-5                                                                                                         
|Consolidated Statements of Shareholders Equity and Comprehensive Income for the years endedDecember 31, 2006, 2005 and 2004 |  | F-6                                                                                                         
|Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004                                   |  | F-7                                                                                                         
|Notes to Consolidated Financial Statements                                                                                   |  | F-8                                                                                                         
|                                                                                                                             | 
|EXHIBIT INDEX                                                                                                                |  |                                                                                                             







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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 within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including among other things, statements
regarding Entrusts expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this report are based on information available to Entrust up to and including the date of this document, and
Entrust expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. Entrusts 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 Managements Discussion and Analysis of Financial Condition and Results of OperationsQuarterly Results of Operations,
Risk FactorsCertain Factors That May Affect Our Business and elsewhere in this report. Readers should also carefully review the risks outlined in other documents that Entrust files from time to time with the Securities and Exchange
Commission, including the Quarterly Reports on Form 10-Q that Entrust files in 2007.



Entrust, Entrust-Ready, Entrust/Entelligence, and getAccess are registered trademarks of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. Entrust Authority, Entrust TruePass, Entrust GetAccess,
Entrust Entelligence, Entrust CygnaCom, and ISG are trademarks or service marks of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. All other trademarks and service marks used in this annual report are the property of their
respective owners.



PART I



ITEM 1. BUSINESS



Introduction



The demands on
todays enterprises and governments require ever-increasing extension outside their boundaries to interact with suppliers, customers, citizens and employees. Integrated supply chains, e-commerce, e-government and mobile employees are demanding
business applications be open and available to them at all times. Since attacks on data are increasing in number and sophistication, along with the increased flow of sensitive information, this extended enterprise and government model is driving the
increased need for securing digital identities and information.



As the information security market continues to mature, 2006 saw organizations move away from a reactionary position to more proactive actions. Accordingly, the way organizations view security and how to apply it to their businesses is
evolving.



How identities are defined in todays online
environment is expanding. Once the concept of an identity applied only to an individual and organizations were concerned with determining who was on the other end of a transaction. Now, identities apply not only to individuals but also to the
computers, servers, personal digital assistants and applications that they use. Authentication is no longer a one-way proposition; mutual authentication is vital to combating data theft and fraud. Phishing, man-in-the-middle attacks and the
increasing sophistication of cybercriminals continue to erode consumer confidence online. Fortunately, a new technology has been developed to help boost consumer confidence and thwart malicious fraud attempts. Extended Validation (EV)
SSL Server Certificates, for use with the next-generation of EV-aware browsers, are key to adding additional consumer confidence during online transactions.



Organizations continue to invest heavily in information security and the number of security projects continues to increase.
What has changed is how organizations look at security. Increasingly, organizations are abandoning the security as insurance view of the last few years, and moving toward a more sophisticated layered security strategy based on risk.
Security is now being applied based on the risk elements related to the data an organization holds and the transactions it conducts. In addition, organizations see a strong, layered



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security approach as a tool of enablement that promotes efficiency, interoperability and synergy between corporations, clients, customers, vendors and
suppliers.



Simultaneously, public understanding of the risks
to digital identities and information are driving organizations toward action. Malware, phishing, pharming, database breaches, laptop theft and man-in-the-middle attacks on personal identity information have created anxiety among consumers and
citizens. Organizations are responding to customer fears by working to prevent the brand damage resulting from identity-related fraud and data breaches.



Meanwhile, legislators and regulators at the state, provincial and federal level have become involved, creating laws and regulations such as California
SB1386, Gramm-Leach-Bliley, Basel II, UK Faster Payment Initiative and the FFIEC guidance on financial institution authentication. This has increased the pressure on organizations to mitigate these risks to identities and information.



Penalties resulting from brand damage and customer flight in light of a
security breach can be expensive. When the stakes are so high, organizations have begun taking the security decisions out of the hands of users and building rules and policies designed to automate security. Layering security into applications based
on automated rules and policies is helping to properly and consistently remediate risks.



About Entrust



Entrust, Inc. is a global provider of security software that protects and secures digital identities and information. Entrust operates in one business segment: the design, production and sale of security, encryption, policy and access
management software products, and related services, for securing digital identities and information. As part of a strong, layered security strategy for both consumer and enterprise environments, Entrust software and associated services enable
businesses and governments around the world to conduct high-value, highly sensitive transactions, over wired and wireless networks including the Internet, in compliance with todays regulatory guidelines.



More than 1,550 customers have purchased and deployed the Entrust secure
identity and information software solutions that integrate into the broad range of applications organizations use today to leverage Internet and enterprise applications to improve productivity. With more than 125 patents and patent applications
pending, Entrust takes the initiative in authoring and driving industry standards through standards boards and technology forums.



To enforce and enhance the Companys security solution product range in 2006, Entrust finalized a pair of key acquisitions in Business Signatures and
Orion Security Solutions.



The acquisition of Business
Signatures allowed Entrust to add the Zero Touch Fraud Detection platform to its suite of product solutions. Combined with Entrusts award-winning authentication platform, Entrust IdentityGuard, Entrust was able to offer a comprehensive Zero
Touch Fraud Detection and consumer authentication solution to its customers. This new offering is easy to implement, user-friendly and cost effective to deploy with the ability to evolve over time.



Orion Security Solutions was a leading supplier of public key infrastructure
services (PKI) to defense-related governmental agencies such as the Department of Defense (DoD), United States Marine Corps (USMC) and the National Security Agency (NSA). Already a leader in providing
identity and information security to the United States civilian government agencies, the acquisition added key defense agencies to the Entrust customer base. The addition extended the Companys overall leadership in the United States government
vertical.



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CORPORATE STRATEGY



In 2006, Entrust continued to focus on key vertical and geographical markets, product transformation and innovation,
customer deployments and service improvements. Entrusts corporate priority in 2007 is to continue the momentum established in 2006 and grow the Company profitably by promoting layered security tactics in consumer and enterprise environments.
To facilitate the achievement of this goal, Entrust plans to drive revenue growth by expanding markets for its new solutions, executing on vertical and geographical opportunities, increasing channels to market, keeping a tight hold on costs and
remaining focused on customers.



Layered Security Strategies



Entrust supports the use of a strong, layered security
strategy for both consumer and enterprise environments. When provided by a single vendor, this layered infrastructure promotes synergy, interoperability and cost savings.



The blueprint of an effective layered consumer security strategy consists of six different, yet equally important, levels of
security that directly correlate to the type of risk involved.



The architecture uses a base layer of online security via Extended Validation SSL Certificates and expands to include authentication from Single Sign On, soft factors of authentication, grid cards, tokens, or even national identification
cards. Once the several levels of authentication have been satisfied, additional real-time solutions step in to ensure that fraudulent transactions are not taking place. In addition, the transaction is protected and audited, regardless of whether it
is in storage or in transit.



The layered enterprise security
strategy is similar in design, offering unique levels of security based on the type and threat of the risk involved. Levels begin at simple workstation and network authentication and are followed by file, disk and removable media encryption; remote
access authentication; network folder encryption; secure end-to-end and boundary messaging; and content control and policy-based encryption.



In support of the pair of layered strategies, Entrust offers three distinct solution platformsAuthentication, Transaction Monitoring and Information
Protectionthat host a range of dynamic, cost-effective products and solutions.



Authentication Platform



The Entrust Authentication Platform features the award-winning Entrust IdentityGuard and Entrust Authority Manager PKI solutions, which secure and protect the digital identities of consumers, citizens, government agents
and corporate employees.



Entrust IdentityGuard gives
Entrust a low-cost, second-factor solution for dealing with identity theft and phishing. Entrust IdentityGuard 8.1 expands Entrusts offering to a full suite of solutions for consumer and enterprise authentication needs in the market.



To protect consumers online, Entrust Extended Validation
SSL Certificatesprovide the first line of defense against phishing and man-in-the-middle attacks as part of a layered consumer security strategy. The new technology provides compatible browsers with clear, easy-to-understand trust indicators to
help protect the consumer in the online channel.



In
addition,Entrust GetAccessdelivers a single entry and access point to Web portal information and applications. The solution serves as the springboard for Web services and provides authentication and authorization for XML and Web services
data. Entrust GetAccess makes it possible for organizations to personalize services, content and data for the diverse needs of a varied user community.



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Transaction Monitoring Platform



To guard against fraud attacks, the Entrust Transaction Monitoring Platform features the Entrust Risk Based Consumer
Authentication solution, which relies on Entrust IdentityGuard and Entrust TransactionGuard to defend against fraud by layering authentication methods to the risk associated with individual transactions.



Also featured in the Authentication Platform, Entrust TransactionGuardmonitors transactions and seeks fraudulent behavior and access patterns in the massive volumes of data generated by transactional Web sites. The solution examines this data and identifies potentially suspicious behavior and high-risk activities
without impacting the user experience or system performance. It serves as a resource to protect consumers and help organizations defend and manage the risk associated with online services.



Information Protection Platform



The third pillar is the Entrust Information Protection Platform,
which is designed to protect sensitive data, wherever it resides, from unauthorized access and inadvertent disclosure. The platform uses the Entrust Entelligence suite of solutions, which includes Entrust Entelligence Messaging Server
for e-mail security; Entrust Entelligence Group Share for network folder encryption; Entrust Entelligence Disk Security for the protection and encryption of files, hard drives and removable media; and Entrust Authority for
strong PKI implementations.



The Entrust Public Key
Infrastructure portfolio provides authentication, encryption and digital certificate capabilities to the enterprise and government market place.



An industry first, Entrust Entelligence Group Share is an innovative network folder encryption solution, which offers never-before-seen
capabilities that provide enterprises transparent, persistent and automatic encryption for network files and folders.



Entrust Web Mail Center and Entrust Messaging Server expand the Companys offering in the fast-growing e-mail security market.



As a component of a unique partnership with the Vericept
Corporation, Vericept Content 360ois a multi-protocol content control solution that provides visibility into how sensitive content is handled in an organization. Content 360o is designed to operate with Entrust Entelligence
Messaging Server to help identify which messages should be encrypted before they leave the boundary of an organization. Together, content control powered by Vericept and Entrust automatic e-mail encryption provides an effective security solution
for organizations to help mitigate the risks of information breach and protect corporate brand.



Key Portfolio Launches



As an innovator and pioneer in the Internet security field, Entrusts market leadership and expertise in delivering award-winning policy and access
management software solutions is demonstrated by several key distinctions the Company and its products received recently from leading organizations. Other highlights include:



| |  |  | Entrust IdentityGuard Token  The Entrust IdentityGuard Token is an easy-to-use, time-synchronous hardware token that can be deployed alone or in
combination with other authentication methods and is automatically supported in the Entrust IdentityGuard multifactor authentication platform. This hardware token, which was launched at an industry-low price of $5 per unit, is designed to deliver
all the security and reliability organizations expect from a physical security device, without the high price. This product was launched in February 2007 and is expected to be available in the first half of 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Entrust IdentityGuard 8.1 Product Launch  In June 2006, Entrust updated their highly popular Entrust IdentityGuard product to support additional
third-party authentication technologies, as well as
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | offer hardware token support. A flexible, strong, risk-based mutual authentication platform, Entrust IdentityGuard 8.1 provides capabilities that enable
organizations to choose from a range of authentication methods from a single solution. This was particularly significant for financial organizations that were faced with 2006 year-end compliance of the Federal Financial Institution Examination
Council (FFIEC) guidance on authentication. More than five million licenses for Entrust IdentityGuard were shipped in 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Entrust Entelligence Group Share Launch November 2006 saw the launch of Entrust Entelligence Group Share, an industry-first network folder encryption
solution. This cutting-edge technology offers persistent, transparent and automatic encryption for files or folders no matter where they are stored. Advanced audit capabilities make this an attractive solution for organizations concerned with data
theft, as well as loss of customer data or intellectual property. This product is expected to be available in the first half of 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Entrust TransactionGuard Launch  With the launch of Entrust TransactionGuard in 2006, Entrust was able to counter online fraud attacks by leveraging a
software-based monitoring tool that looks for fraudulent behavior and access patterns. The solution rapidly translates the massive volumes of data streams generated by transactional Web sites into intelligible information about customer behavior.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | HSPD-12 Solutions  Entrust announced solutions for the US Homeland Security Presidential Directive 12 (HSPD-12), which mandates the use of
digital certificates on smartcards for all government employees and contractors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | GSA List of Approved SSPs In December 2006, the Entrust managed PKI service made the General Services Administration (GSA) list of
approved shared service providers. This status enables Entrust to help federal agencies reap the security benefits of PKI without having to maintain the certification authority (CA) themselves.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Vericept Partnership  In September 2006, Entrust and the Vericept Corporation, a leading provider of comprehensive compliance and content control
solutions, announced a strategic partnership to deliver fully embedded e-mail encryption functionality in a content monitoring and control solution. Vericepts technology was used in conjunction with Entrust Entelligence Messaging Server
solution.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Integration with leading vendors  In 2006, Entrust achieved and extended integration with leading vendors, such as Microsoft, Research in Motion (RIM),
PGP, Check Point, F5, Juniper Networks, Citrix, Trustgenix, Nortel, Adobe, Apple, Linux, Cyclone Commerce and Authentify.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Customers



As of December 31, 2006, Entrust had licensed software to more than 1,550 customers in more than 60 countries. These customers, in turn, have
implemented Entrust software to securely deliver information and services to millions of business and consumer end-users. Entrusts customers are Global 1500 enterprises, including financial, healthcare, telecommunications and large
manufacturing organizations, as well as domestic and foreign government agencies.



Key customer announcements in 2006 include:



| |  |  | Aristex Health Solutions Inc.  In November 2006, the Canadian-based healthcare group selected Entrust IdentityGuard for strong protection of their
online environment.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ocean Systems, Inc.  The financial security vendor chose Entrust IdentityGuard for multifactor authentication for its customers in North America, Latin
America and the Caribbean.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Vejle County (Denmark)  Selected Entrust IdentityGuard to provide strong authentication for remote access employees across several regions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Expedia, Inc.  Announced in October 2006, one of the worlds largest travel companies chose Entrust for a strategic platform that secured
employees, partners, customers and sensitive data via Entrust IdentityGuard, Entrust GetAccess and the Entrust Entelligence suite of solutions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | UK Ministry of Defence  Selected Entrust Authority Security Manager to enforce the agencys strategy of centrally controlling policy to maintain a
trusted network environment.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Banco Santander In September 2006, announced the purchase of Entrust IdentityGuard for strong consumer authentication for the companys online
applications and portals.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | US Bank In August 2006, US Bank selected Entrusts Zero Touch Fraud Detection solution to help assist with its 2006 year-end FFIEC compliance
activities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Singapore Government  To protect the information stored on chips within the new e-Passport technology, in August 2006 the Singapore government opted
for Entrust Authority PKI to ensure the validity of each e-Passport issued.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tokyo Institute of Technology  The Japan-based technical school looked to Entrust in July 2006 for Entrust Authority Security Manager, Entrust
GetAccess and Entrust IdentityGuard to offer students secure Web services and provide security for physical and logical access via a comprehensive, integrated authentication platform.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Göteborg University  Announced in July 2006, the Scandinavian university selected Entrust IdentityGuard to protect records and information for
60,000 students and faculty.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alaska Law Enforcement Information Sharing System (ALEISS)  Entrust IdentityGuard was chosen to provide another layer of user authentication for
ALEISS-supported agencies to access Coplink system.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bank of New Zealand  In April 2006, the bank announced the purchase of Entrust IdentityGuard to provide a second factor of authentication to its
personal online banking customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Eurogiro Network A/S Announced in March 2006, the global financial network chose Entrust Authority Security Manager for their second-generation public
key infrastructure solution to provide security for transactions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Victorian Business Master Key (VBMK)  In February 2006, the Australian-based Victorian state government project managed by the Department of
Innovation, Industry and Regional Development, announced they would deploy the Entrust GetAccess solution to provide federated single sign-on (SSO) for businesses and citizens.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Services



The Entrust Professional Services team has demonstrated its experience
worldwide by delivering innovative solutions utilizing both standard and customized Entrust products. Many of the Internet security industrys most highly skilled and experienced engineers, security architects, and security consultants are
members of the Entrust team. These experts have assisted the worlds governments and Global 1500 companies in addressing complex security issues with practical solutions. In the process, they have established an outstanding reputation for
on-time delivery, exceptional quality and innovative approaches to complex business opportunities globally. In July of 2006, Entrust acquired Business Signatures to add fraud detection and monitoring capabilities to its solution set. The Entrust
Professional Services Team has integrated and added support of these new solutions to its offerings. Each of the categories below (a-f) has added these capabilities.



(a)    Entrust CygnaCom



Entrust CygnaCom has been providing professional information security services and cryptographic solutions to government and
business clients since 1994. With a staff of highly qualified engineers, Entrust CygnaCom provides a wide range of consulting services and customized solutions to help clients develop, implement and maintain their information security programs,
policies and strategy. The McLean, Virginia location provides Entrust with a large professional services organization to meet the growing needs of the U.S.



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Federal government. Entrust CygnaComs facilities were among the first to be accredited by the U.S. Department of Commerce, the National Institute of
Standards and Technology, and the National Voluntary Laboratory Accreditation Program for information technology security testing against the federal cryptographic criteria (Common Criteria (ISO/IEC 15408)). In June of 2006, Entrust acquired Orion
Security Solutions to add additional capabilities to the Entrust CygnaCom team.



(b)    Internet Security Consulting Service



Entrust Internet security consulting services empower customers with knowledge by identifying Internet security business drivers related to
organizations needs, priorities and return on investment. This knowledge is used to prepare security-requirement analyses and security-policy documents, develop business cases and speed time-to-market by avoiding potential pitfalls associated
with enterprise software deployment.



(c)    Deployment Services



Entrust deployment services provide planning and implementation expertise to assist in the installation and deployment of Entrust enhanced Internet security solutions. For organizations seeking a proven solution aligned with business
objectives, Entrust deployment services provide end-to-end project management and execution.



(d)    Systems Integration Services



To maximize the return on investment of an Entrust solution, customers can leverage the expertise of Entrusts systems integration team. Common areas
of integration include customization of user registration and identification systems, incorporation of entitlements with third-party and legacy applications, improvement of existing legacy and third-party application security, and provision of
enhanced user and security management.



With a broad range of
expertise and proven experience on multiple platforms, applications and environments, the Entrust system integration team delivers solutions with quantifiable benefits to challenging business opportunities. Key components of success include rapid
time-to-market, efficient transfer of knowledge, and the utilization of knowledge gained in hundreds of previous deployments of Entrust products.



(e)    Entrust Managed Services PKI



In April of 2006, Entrust launched a PKI Managed Service offering for both the public and private sectors. This offering
leverages the world-class knowledge and expertise of the Entrust Professional Services staff, and the implementation and operation is handled by Entrust CygnaCom. In December of 2006, the service was certified by the General Services Administration
(GSA) as a Shared Service Provider for the U.S. Federal Government. And on February 23, 2007, the GSA granted Entrust the Authority to Operate, which is the final government approval that allows shared service providers to offer PKI
services within federal environments.



For customers looking to
take advantage of the security benefits of PKI without managing the infrastructure themselves, the Entrust Managed Services PKI is a flexible, cost-effective alternative. Entrusts best-of-breed PKI solutions are now available in an easy to
manage and administer hosted offering. The Entrust Managed Services PKI is hosted in a comprehensive, multilayered secure environment with fully redundant infrastructures in two geographic locations. The Entrust Managed Services PKI enables
customers to concentrate on growing their core business securely without the need to develop internal PKI expertise.



(f)    Training Services



Entrust Training serves customers, partners and employees. More than 5,000 customers, partners and employees have attended technical training. In these
in-depth, hands-on sessions, attendees learn how to deploy, operate, administer, customize and/or support Entrust software solutions. Entrust also offers video based training



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for both general security and Entrust specific solutions. These high quality DVDs can be used in corporate training but can also serve as part or the
entirety of a structured educational program.



SUPPORT



Entrust believes that the highest quality of customer and
technical service delivery is crucial to its success, and Entrust service and support programs are key components of its commitment to offer the industrys broadest set of enhanced Internet security services. Entrust is committed to be an
industry leader in the area of support as it has become a key customer attribute in selecting a technology partner. Entrust has invested heavily in this area and the investment has paid off in the form of increased customer satisfaction and
increased support and maintenance revenue.



Entrusts
three-tiered, global support program gives customers the flexibility to choose between proven service and support levels that align with business needs. In addition, customers can access an extranet for online self-service technical support.



SALES, MARKETING AND BUSINESS DEVELOPMENT



Sales



Entrust offers its products, solutions and services through a multichannel sales approach, reflecting the characteristics
and buying behavior of the target markets covered. Entrust plans to continue to focus its marketing and sales efforts to capitalize upon the need for secure digital identities and information within both the enterprise and government markets.
Entrust plans to utilize a prioritized combination of direct and indirect sales channels around the globe. Entrust believes that its direct sales force, working in conjunction with indirect channels offering complementary products and services,
provides Entrust with a competitive advantage in responding to customer needs as they evolve. Entrust intends to deliver revenue growth in 2007 through its sales efforts in the following ways:



| | 1) |  | increase the size of the direct channel;
| | -- |  | ----------------------------------------



| | 2) |  | focus direct resources on North America and Europe and leveraging partners in non-core geographies. Entrust will have a strong focus on developing the market for its solutions in
Asia;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) |  | continue to developing strategic relationships with key channels to market, such as system integrators and system consultants, global and regional distributors and original
equipment manufacturers or OEMs, and taking advantage of bundling or licensing opportunities with other technology manufacturers;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4) |  | improve product mix with higher percent of revenue from emerging growth products;
| | -- |  | ---------------------------------------------------------------------------------



| | 5) |  | growth in our core PKI solution through continued government penetration, increased SSL sales and the addition of our shared network folder product Entrust Entelligence Group Share;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6) |  | continue to increase the number of transactions to the existing customer base as well as new customer opportunities;
| | -- |  | --------------------------------------------------------------------------------------------------------------------



| | 7) |  | raise Entrust brand awareness and the need for Entrust digital identity and information security solutions; and
| | -- |  | ---------------------------------------------------------------------------------------------------------------



| | 8) |  | deliver increased services revenue by ensuring industry leadership standards for quality in our customer deployments and our product solutions.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



See Note 19 to our consolidated financials statements located elsewhere in
the Annual Report for more information regarding the geographic distribution of revenues earned.



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Marketing



To support its direct sales force and the TrustedPartner network, Entrust has a marketing team whose goals are to create a
consistent, focused communication strategy that increases awareness of Entrusts digital identity and information security solutions and services, and leverages that awareness in the identification of new sales opportunities. The marketing team
creates and conducts integrated programs that include advertising, direct mail, trade shows, seminars, Web marketing, public relations and ongoing customer communication.



Entrust intends to invest in targeted marketing programs for existing customers and prospects in key vertical and geographic
markets.



Business Development



Identifying new markets and opportunities in advance of the current
competitive landscape has been a consistent theme at Entrust. The breadth of Entrusts security products, solutions and services, key relationships and the number of customers are testimony to Entrusts success.



To identify and develop strategic relationships with targeted industry
providers more effectively, Entrust has a business development organization that pursues select business development activities, including the administration and promotion of the Entrust-Ready Program. These activities permit Entrust to strengthen
relationships with existing strategic providers and identify and encourage new providers of software, network computing and communications products to make their products interoperable with Entrust. Entrust actively looks for opportunities to
continue its leadership position, whether by partnering, internally developing or acquiring the necessary technologies and services to provide a full suite of solutions to its customers.



REGULATORY MATTERS



Certain Entrust products are subject to special export requirements administered by the governments of the United States, Canada and other countries.
Entrusts products may also be subject to import restrictions and/or use restrictions imposed by some countries. Consequently, Entrusts ability to export its products to destinations outside the U.S. and Canada is subject to a variety of
administrative requirements, government approvals or licensing requirements. Re-exports of the products between countries other than the U.S. and Canada may be subject to the export control laws of those countries in addition to those provisions of
the U.S. and/or Canadian export control laws which apply to re-exports. In light of these regulations, depending on the end-user, end-use and country of destination, some of our products may not be sold to certain parties, and some products made
available abroad may contain significantly weaker encryption capabilities than those available to customers in the U.S. and Canada. In addition, extra controls which the United States applies to sales to foreign governmental entities, as noted
below, can create additional obligations for Entrust in this market sector. All other Entrust products are exempt from U.S. export authorization and they have been marketed accordingly.



In summary, the rules are as follows: U.S. products cannot be exported to certain prohibited persons and entities, to
certain embargoed countries, or for certain types of end-uses. No U.S. governmental review is required for some exports, such as products containing limited use encryption, including products that are limited to financial applications, and exports
for internal use by foreign subsidiaries of companies based in the U.S. and in certain other countries. For other encryption products, exports are allowed after a one-time 30-day review, except that certain products identified as
restricted require separate licenses for export to government end-users in certain countries.



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INTELLECTUAL PROPERTY



The Company relies on a combination of patent, copyright, trademark and trade secret laws, nondisclosure agreements and
other contractual provisions to establish, maintain and protect the Companys proprietary rights. The Company currently has a portfolio of over one hundred and twenty-five (125) patents and pending patent applications. During the past
eighteen months the Company has filed intellectual property lawsuits against Addison Avenue Federal Credit Union (alleged patent infringement), Open Solutions Inc. (alleged patent infringement), and Corel Corporation (alleged copyright
infringement). The Company intends to continue to seek opportunities to monetize its intellectual property assets through licensing and, when necessary, litigation.



Pursuant to patent cross-license agreements, the Company also licenses some of its patents to other corporations and, in
return, receives rights from those corporations in respect to patents owned or licensable by such corporations. The Company is a licensee under patent cross license agreements with Nortel Networks Limited (Nortel) and Tumbleweed Communications Corp.
The license with Nortel was entered into in connection with the Companys spinout from Nortel. The Company is also a licensee in respect to certain individual patents that are not part of any cross licensing arrangement.



A very large proportion of the Companys products incorporate technology
that is licensed or purchased from third parties and, as such, a significant percentage of the Companys revenues depend upon the availability of licensed or purchased technology. The Company uses a large number of open source software packages
in its products. In general, these software packages are licensed to the Company on a no-charge basis without any representations or warranties as to performance or non-infringement of third-party intellectual property rights. Accordingly, if these
open source packages are found to infringe or misappropriate any third-party intellectual property rights, the Company could potentially be held liable by such third parties and potentially by the Companys customers pursuant to intellectual
property indemnity obligations in the Companys license agreements with such customers. In such a case, the Company would not have any recourse against the developer of such infringing or misappropriating open source software. Certain open
source packages used by the Company, and in particular, certain components in the GNU Linux operating system, are licensed pursuant the GNU General Public License (the GPL). In certain instances, the terms of the GPL may require a
licensee to make certain of that licensees own proprietary software available under the same terms as the GPL. As such, application of the GPLs viral terms to a licensees own proprietary software could result in that
proprietary software become available, at no charge, as open source software. The Company does not believe that any of its proprietary software is subject to the viral provisions of the GPL, however, the exact scope of these viral provisions has not
been definitively established in any court actions and there is significant disagreement within the software industry about the actual scope of these viral provisions.



Some of the Companys newer products incorporate or are based on hardware products and components that are supplied and
assembled by third-party suppliers, and, as such, a portion of the Companys revenues are based upon the availability of such products and components to the Company. For example, the Company now delivers some of its products in an appliance
form factor. This means that products that were previously licensed as software only are now delivered on a hardware platform. These hardware platforms are generally commercially available rack-mountable servers. The Company is also in the process
of introducing hardware-based one-time password (OTP) authentication tokens that use electrical devices mounted onto a circuit board. If the pricing of these third-party products, or components thereof, changes or if new suppliers are used, there
may be a detrimental or positive impact on the competitiveness and/or availability of these Company products.



The amount and nature of the third-party technology used in the Companys products varies between products. In general, and except as further
discussed below, the Companys products or other revenue generating activities (i) do not depend to a material extent on any one technology that is only available from a single source, (ii) do not depend to a material extent on any
technology that would require a significant engineering effort to replace, or (iii) are not of a type that cannot be supplied by multiple vendors. Furthermore, except as further discussed below, the Company believes that due to market
competitiveness, any change in vendors or in third-



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party providers of technology will not have a material effect on the pricing or appeal of the affected Company product. To the extent that the Company uses
hardware products or components for its products, the Company believes that these products and components are relatively standard and are readily available from multiple sources. For example, to the extent that the Company offers appliance-based
products, the rack-mountable servers that it uses for those appliances can be replaced provided that the replacement server has sufficient processing power and memory to support the operation of the GNU Linux operating system and the Company
applications and other applications that are supported by the current server. Given the number of hardware servers that now support GNU Linux and its associated applications, the Company believes that it would be able to find a satisfactory
replacement from a technical perspective. To the extent that the Company uses various hardware components for the OTP tokens, the Company believes that the electrical devices being used within these OTP tokens are sufficiently generic that suitable
technical substitutes could be obtained within reasonable timeframes.



The Company maintains internal processes to monitor the terms and renewal dates for various third-party technologies so that the Company is able to plan in advance for contract renegotiation, extension, or product substitution. Therefore,
it is the Companys belief that, in general, in the case of interruption, non-renewal or expiration of a third-party license, the measures currently in place will allow the Company to promptly provide for replacement technology. However, some
of the Companys products incorporate technology licensed from third parties that cannot be promptly replaced. An example is certain Java-related technologies that are made available, without a royalty obligation, by Sun Microsystems, Inc.
(Sun). Notwithstanding the fact that this technology is only available from a single source, the Company believes that there is no material risk that such technology will become unavailable to the Company without significant prior notice. In the
case of the Java-related technologies referenced above, the Company believes there is no material risk that Sun is going to significantly change the terms under which those Java-related technologies are made available to the computer industry and
further if Sun were to make any significant changes, it would provide its licensees with alternative choices or a significant period of time to transition to other technologies.



Another example of a technology that could potentially be difficult to replace is the GNU Linux operating system. The GNU
Linux operating system is used as the underlying operating system for a number of the Companys appliance-based products. If the GNU Linux operating system was no longer available to the Company, or was to become available to the Company only
under terms and conditions that were unacceptable to the Company, then the Company would need to seek a replacement operating system for its appliance-based products. The transition to such a replacement operating system could be lengthy and costly
because of the need to potentially modify various Company applications that previously ran on the GNU Linux operating system so that they could run on the replacement operating system. Such a transition might also involve incremental royalty costs
if the royalties for the replacement operating system exceeded those that the Company is paying for the variant of GNU Linux that it is currently using. It is also possible that the Company might have to replace other third-party applications with
which Company applications currently interoperate if such third-party applications are not supported on any replacement operating system that might be selected by the Company. If this were the case, this need to replace these third-party
applications could increase the re-engineering effort and might result in the need to license commercial packages with attendant royalty obligations.



In the case of the Companys Certificate Services business, the commercial viability of that business is dependent on having various browser
manufacturers continue to embed the Companys root key certificate in their browsers. If one or more of these manufacturers were to remove the Companys root key certificate from their browser, the viability of the Companys
Certificate Services business could be negatively affected. However, because of the rate of turnover of various browser releases, the effect of such a removal would probably be gradual. Additionally, it might also be possible to address such a
removal by entering into a cross certification arrangement with another certification authority whose root key certificate was still embedded in the affected browser. It should be noted that such a potential solution might be expensive or
unavailable because any certification authorities that might be in a position to cross certify with the Company would also probably have competitive offerings to the Companys Certificate Services business.



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COMPETITION



Entrust addresses key markets that help mitigate business risk by securing information and securing identities. Entrust
solutions protect users and reduce loss from business fraud and protect sensitive data, regardless where it resides, while providing robust controls and audit on those who can access critical systems. Our focus is on 6 emerging growth areas:
Consumer Authentication, Enterprise Authentication, Content Control, Email Security, Digital Certificates and Developer Tools. In each of these areas, Entrust encounters some of its traditional competitors, as well as new vendors who are entering
the market.



Entrust believes that the principal competitive
factors affecting the market for its security solutions include features such as ease of use, quality/reliability of security, scalability, customer service and support and price. Although Entrust believes that its products compete favorably in
respect of all these factors, there can be no assurance that Entrust can maintain its competitive position against current or potential competitors.



EMPLOYEES



As of December 31, 2006, Entrust had 503 full-time employees globally. No employees are covered by any collective bargaining agreements, and Entrust
believes that its relationship with its employees is good.



CORPORATE INFORMATION



Stockholder
Information:

Computershare Investor Services, LLC

2 North LaSalle Street

Chicago, IL 60602

USA

Phone: (312) 588-4993

Fax: (312) 601-4350



Independent Registered Public Accounting Firm:

Grant Thornton LLP

1717 Main Street, Suite 1500

Dallas, TX 75201

USA



For more information

please contact Entrust, Inc.s Investor Relations Department at:

One Hanover Park

16633 Dallas Parkway, Suite 800

Addison, TX
75001

Phone: (972) 713-5858

E-mail: investor@entrust.com



We maintain a
website with the address www.entrust.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through our website
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the
Securities and Exchange Commission. Also posted on our Web site are charters for our Audit Committee, Compensation Committee and Nominations and Corporate Governance Committee and a Code of Business Conduct. In addition, we intend to disclose on our



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website any amendments to, or waivers from our Code of Business Conduct that are required to be publicly disclosed pursuant to rules of the Securities and
Exchange Commission.



ITEM 1A.    RISK FACTORS



CERTAIN FACTORS THAT MAY AFFECT OUR BUSINESS



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



Our 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, or the guidance that we provide, 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:



| |  |  | reduced capital expenditures and operating budgets for software, especially within our critical vertical markets;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | length of sales cycles associated with our product offerings;
| | - |  | -------------------------------------------------------------



| |  |  | the timing, size and nature of our licensing transactions;
| | - |  | ----------------------------------------------------------



| |  |  | the increased dependency on partners for end user fulfillment;
| | - |  | --------------------------------------------------------------



| |  |  | market acceptance of new products or product enhancements by us;
| | - |  | ----------------------------------------------------------------



| |  |  | market acceptance of new products or product enhancements by 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;
| | - |  | ----------------------------------



| |  |  | 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.



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 order backlog. Thus, quarterly license revenues depend heavily upon orders received and shipped within the same quarter. Moreover, we historically have recorded
50% to 60% 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.



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.



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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, particularly in a soft economic environment where technology spending is often deferred;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | 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, or below the targeted guidance range that we have provided, 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 maintain or replace these customer relationships, and for a significant percentage of our accounts receivable.



Historically, a limited number of customers have accounted for a significant percentage of our revenues. In 2006, 2005 and 2004, our three largest
customers accounted in the aggregate for 28%, 31% and 32% of revenues, respectively. 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 large
customers. In addition, we anticipate that such customers will continue to vary over time, so that the achievement of our long-term 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 material adverse effect on our revenues, which may be, but not necessarily, mitigated by higher volume of lower dollar transactions.



In addition, our accounts receivable include material balances from a limited
number of customers, with five customers accounting in the aggregate for 22% of gross accounts receivable at December 31, 2006, compared to 36% of gross accounts receivable at December 31, 2005. No customer individually accounted for 10%
or more of net accounts receivable at December 31, 2006. As of December 31, 2006, the total accounts receivable is $21.1 million, net of an allowance for doubtful accounts of $1.5 million. Changes in the financial condition of these
customers could result in a different assessment of the existing credit risk of our accounts receivable and thus, a different required allowance, which could have a material impact on our reported earnings.



The U.S. and Canadian Federal Governments account for a significant percentage of our
revenues, which may decline or be subject to delays, which would adversely affect our operating results.



The extended government vertical (Governments, including Healthcare) accounted for 39% of our product revenue in 2006 and 55% of product revenue in 2005.
The U.S. and Canadian governments represented 15% and 10% of total revenues, respectively, in 2006, which includes revenues sold through resellers to these government end users. Sustaining and growing revenues in the government market will depend,
in large part, on the following:



| |  |  | the adoption rate of our products within government departments and agencies;
| | - |  | -----------------------------------------------------------------------------



| |  |  | the timing and amount of budget appropriations for information technology and specifically information security;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the timing of adoption of information security policies and regulations, including, but not limited to the Health Insurance Portability and Accountability Act of
1996 (HIPAA), the Gramm-Leach-Bliley Act and the California Breach Disclosure Law (SB1386); and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | our ability to develop and maintain the appropriate business relationships with partners with whom the government contracts for information security projects.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



A decline, or delay in the growth of this
market could reduce demand for our products, adversely affecting our revenues and results of operations. In addition, changes in Government officials as a result of elections could have an impact on our prospects in the Government market. Our
ability to sell to the Government may also be impacted by changes to, or termination of, the supply agreement(s) we have in place with the Government, which from time to time come up for renewal and renegotiation. Finally, failure to properly
monitor pricing on government contracts could result in liability for penalties to the government for non-compliance.



We sometimes enter into complex contracts, which require ongoing monitoring and administration. Failure to monitor and administer these contracts properly could result
in liability or damages.



We sometimes enter into complex
contracts with our Government customers that contain clauses that provide that if a customer who falls within a specific category (known as a Relevant Customer) is offered better terms on the Companys software products and related services
that had been offered to the Government customer, then the Government customer will be able to buy additional quantities of those software products and services for the same length of time, from the same effective date and on the better terms that
were offered to the Relevant Customer. The Company monitors compliance with these contracts on a continuous basis. The Company also conducts periodic self-assessments to ensure that the contracts are being properly administered and that there are no
accruing liabilities for non-compliance. If these contracts are not properly monitored and administered, they may be breached and could result in damages payable by us which, depending on their magnitude, could have a material adverse effect on our
business, financial condition and results of operations.



War, the
significant threat of war, or a terrorist act could adversely affect our business.



Historically, the economy has been adversely affected by war, the significant threat of war and terrorist acts. Any of these factors could cause one or more of the following to occur:



| |  |  | government spending could be reprioritized to wartime activities;
| | - |  | -----------------------------------------------------------------



| |  |  | global enterprise spending budgets could be cut or delayed resulting in lower demand for our products; or
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | widespread and unprecedented acts of cyber-terrorism could cause disruption of communications and technology infrastructures, which could impact our customers or
products and could have unforeseen economic impacts.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A decline or delay in economic spending due to war, the significant threat of war or a terrorist act could reduce demand for our products, materially adversely affecting our revenues and results of operations.



A widespread outbreak of an illness or other health issue could negatively affect our
business, making it more difficult and expensive to meet our obligations to our customers, and could result in reduced demand from our customers.



A number of countries in the Asia/Pacific region have experienced outbreaks of SARS and/or bird flu in recent years. As a result of such an outbreak,
businesses can be shut down temporarily and individuals can become ill or quarantined. Outbreaks of infectious diseases such as these, particularly in North America, Europe or other locations significant to our operations, could adversely affect
general commercial activity, which could have a material adverse effect on our financial condition, results of operations, business or prospects. If our operations are curtailed because of health issues, we may need to seek alternate sources of
supply for services and staff and these alternate sources may be more expensive. Alternate sources may not be available or may result in delays in shipments to our customers, each of which would affect our results of operations. In addition, a



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curtailment of our product design operations could result in delays in the development of new products. Further, if our customers businesses are
affected by health issues, they might delay or reduce purchases from us, which could adversely affect our results of operations.



If the enterprise information technology budgets and the digital identity security market do not continue to grow, demand for our products and services will be
adversely affected.



The market for digital identity and
information security solutions is at an early stage of development. Continued growth of the digital identity security market will depend, in large part, on the following:



| |  |  | the continued increase in the number of organizations adopting or expanding intranets and extranets;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the rate of adoption of Internet-based business applications such as Web Services;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | 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, third-party technology used within 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.



In addition, the security level of our products is dependent upon the processes and procedures used to install and operate
our products. Failure on the part of our customers to properly install and operate our products, could cause a security breach, which 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.



Sales of our products may
decline if some of our products are found to contain bugs or errors.



Our existing testing procedures may not detect errors, failures or bugs in our software products. Such errors may become evident at any time during the life of our products. The discovery of any errors, failures or
bugs in any products, including third-party technology incorporated into our 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 may have a significant adverse effect on the sales of our products and our results of
operations.



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



We target our products at the rapidly evolving market for digital identity
and information 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 and increased market volatility in our industry 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 digital identity and
information 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 operations, which could adversely affect our ability
to successfully grow our business.



| |  |  | 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 may make it more
difficult to manage our growth.



We depend on our key personnel for the
success of our business and the loss of one or more of our key personnel could have an adverse effect on our ability to manage our business or could be negatively perceived in the capital markets.



Our success and our ability to manage our business depend, in large part,
upon the efforts and continued service of our senior management team. The loss of one or more of our key personnel could have a material adverse effect on our business and operations. It could be difficult for us to find replacements for our key
personnel, as competition for such personnel is intense. Further, such a loss could be negatively perceived in the capital markets, which could reduce the market value of our securities.



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, including key personnel at acquired companies. Competition for such personnel is intense, particularly in the field of information security, 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



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highly qualified personnel in the future. These challenges are made more severe by our history of operating losses, the employment reductions from our
restructurings, and the fact that the exercise price of a majority of outstanding stock options is below the current market price of our stock. 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.



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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



We do aggressively defend and/or enforce our
intellectual property rights. However, our inability or failure to protect our proprietary rights could have a significant adverse effect on our business, financial condition or results of operations, while actions taken to enforce our intellectual
property rights could substantially increase our quarterly expenses.



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 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. From time to time, we have received
notices from third parties either soliciting our interest in obtaining a license under one or more patents owned or licensed by these third parties or suggesting that our products may be infringing one or more patents owned or licensed by these
third parties.



From time to time, we have received notices
from various customers stating that we may be responsible for indemnifying such customers pursuant to indemnification obligations in product license agreements with such customers for alleged infringement of patents assigned to third parties. To
date, we are not aware that any customer has filed an action against us for indemnification. 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



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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. Additionally, as a result of a successful claim, we could potentially be enjoined from using technology that is required for our products to remain competitive, which could in turn have an adverse
effect on our results of operations for subsequent periods.



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



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. 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.



We
rely on partners to integrate our products with their products and to resell our products. Changes in these relationships could adversely affect our ability to sell our products.



We rely on partners to integrate our products with their products or to maintain adherence to industry standards so that our
products will be able to work with them to provide enhanced security attributes. For example, our ability to provide digital signatures on Adobe forms is dependent upon Adobe continuing to allow Entrust to have access to their private Application
Programming Interfaces in future releases. In addition, we have resale relationships with companies such as Critical Path, Safenet, Pointsec, Vericept and Sun Microsystems/Waveset. Inability to maintain these relationships could have a material
adverse effect on our results of operations.



We may lose suppliers whose
loss could adversely affect our ability to sell our products.



Some of the Companys newer products incorporate or are based on hardware products and components that are supplied and assembled by third-party suppliers, and, as such, a portion of the Companys revenues are based upon the
availability of such products and components to the Company. If the pricing of these third-party products, or components thereof, changes or if new suppliers are used, there may be a detrimental or positive impact on the competitiveness and/or
availability of these Company products.



Current and 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 current and future growth strategies 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 senior 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 purchased intangibles or in-process research and development expenses.



For example, in June 2006, we completed the acquisition of all of the issued and outstanding shares of the common stock of Orion, based in McLean,
Virginia, and in July 2006, we completed the acquisition of all of the issued and outstanding shares of the capital stock and options of Business Signatures, based in Redwood City, California. While management expects to successfully integrate the
newly acquired technology and operations, each of the above risks applies to these acquisitions.



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We face risks associated with our international operations, 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, partners and operations in remote locations; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | increased complexity in global corporate tax structure.
| | - |  | -------------------------------------------------------



Any one of these risks 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 the laws of the United States, 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, United States governmental controls on the export of encryption products and technology may in the future restrict our ability to export 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 introduced by, or new contracts entered into 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.
| | - |  | --------------------------------------------



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Provisions of our charter and bylaws may delay or prevent transactions that are in our shareholders 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. We think these measures enable us to review offers for our shares of Common stock to determine if they are in
the best interests of our shareholders. 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 shareholders. 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.



ITEM 2.    PROPERTIES



Entrusts U.S. headquarters, including executive offices and administrative facilities, is located in Addison, Texas at One Hanover Park, Suite 800, 16633 N Dallas Parkway, where Entrust leases office space.
Entrusts Canadian headquarters is located in Ottawa, Ontario, Canada, where Entrust leases office space. Entrust also leases office space in Santa Clara, California, Redwood City, California, McLean, Virginia and Tokyo, Japan. Entrusts
Europe, Middle East and Africa operations are headquartered in office space that it leases in Reading, England and Munich, Germany. The Santa Clara property is no longer in use by the Company.



ITEM 3.    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 also filed. These actions were consolidated and on January 22, 2001, a consolidated complaint was filed. The consolidated complaint purported to be a class action lawsuit brought on behalf of persons who purchased or otherwise
acquired Common stock of the Company during the period from October 19, 1999 through July 3, 2000. The consolidated complaint alleged that the defendants misrepresented and failed to disclose certain information about the Companys
business and prospects, as required by the Securities Exchange Act of 1934. It did not specify the amount of damages sought.



On September 30, 2002, Judge T. John Ward of the U.S. District Court for the Eastern District of Texas issued an order dismissing this purported
securities class action lawsuit pending against the Company with prejudice; however, the order is subject to the possibility of an appeal. As of the date of the filing of this report, the Company has not learned of any appeal being filed. If an
appeal is granted, 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.



Entrust is subject, from time to time, to various other legal proceedings and claims, either asserted or unasserted, which
arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on Entrusts
consolidated results of operations or consolidated financial position.



On February 21, 2007, Entrust, Inc. (Entrust) filed a patent infringement lawsuit against Open Solutions Inc. in the United States District Court for the District of Delaware. The lawsuit alleges infringement of
Entrusts U.S. patent 5,712,627. Entrust is seeking damages for patent infringement, including treble damages for willful infringement, as well as injunctive and other relief.



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



No matter was submitted to a vote of Entrust shareholders during the fourth quarter of 2006.



EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT



The information provided below is as of March 13, 2007. The executive officers and directors of Entrust are as follows:



|                       |  |     |  |                                                               
|---------------------- |  | --- |  | --------------------------------------------------------------
|Name                   |  | Age |  | Position                                                      
|F. William Conner      |  | 47  |  | President, Chief Executive Officer and Chairman of the Board  
|David Wagner           |  | 42  |  | Senior Vice President, Chief Financial Officer                
|Kevin Simzer           |  | 40  |  | Senior Vice President, Chief Marketing Officer                
|Sam Morcos             |  | 47  |  | Senior Vice President, Sales & Services                       
|Peter Bello            |  | 44  |  | Senior Vice President, General Manager of U.S. Federal        
|Andrew Pinder          |  | 59  |  | Senior Vice President, EMEA & Global Government Sales Strategy
|Butler C. Derrick, Jr. |  | 70  |  | Director                                                      
|Michael P. Ressner     |  | 58  |  | Director                                                      
|Douglas Schloss        |  | 48  |  | Director                                                      
|Jerry C. Jones         |  | 51  |  | Director                                                      
|Ray W. Washburne       |  | 46  |  | Director                                                      
|Terdema Ussery II      |  | 47  |  | Director                                                      
|Michael E. McGrath     |  | 57  |  | Director                                                      



F. William
Conner,age 47, has served as Entrusts President and Chief Executive Officer since April 2001 and as Chairman of the Board from October 1998 to May 2000 and from January 2002 to the present. He has been on the board of directors since
July 1997. He has been credited with leading the corporate turnaround of Entrust. He has been highlighted in such publications as The Wall Street Journal, Washington Post and the Financial Times as a knowledge leader in the fight against cyber crime
and identity theft. Mr. Conner has been a leader in the effort to elevate information security to a corporate governance issue and fashion a public-private partnership to protect Americas critical infrastructure. He launched and
co-chaired the Business Software Alliance Information Security Governance Task Force, which released a security management framework in April 2003. He also co-chaired the National Cyber Security Partnerships Corporate Governance Task Force,
which released its information security governance framework in April 2004. He has been recognized as one of the Federal Computer Weeks Federal 100the top executives from government, industry and academia who had the greatest impact on
the government information systems community in 2003. In 2003, Mr. Conner received the Corporate CEO Award as part of the annual Tech Titans Award program.



From November 1999 to April 2001, Mr. Conner served as President, Enterprise Networks and eBusiness Solutions of Nortel Networks, a global
Internet and communications company, where he led the turnaround of the Enterprise business while redefining and delivering ebusiness applications. From September 1998 to October 1999, he served as the first Chief Marketing Officer of Nortel
Networks, leading the effort to reposition the company as a global leader in building the high-performance Internet and was recognized as Marketer of the Year in High Tech. From 1992 to September 1998, Mr. Conner held a number of
key executive leadership positions at Nortel Networks, including President of its first data business, that lead to the acquisition of Bay Networks, Executive Vice President of Nortel Networks Enterprise Networks Business and a variety of
other key leadership positions in sales and marketing.



Mr. Conner graduated from Princeton University with a bachelors degree in Mechanical Engineering. He also earned a masters degree in Business Administration from the Wharton School of the University of Pennsylvania.



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David Wagner,age 42, has been our Senior Vice President and Chief Financial Officer since
April 2003. He joined Entrust in 1996 as Controller when he helped guide the Company through a private placement and on to becoming a public entity. His broad experience at Entrust includes significant involvement in all of the organizations
public offerings and cross-functional responsibilities both in finance and operations. Prior to his appointment as Chief Financial Officer he served as the Companys Vice President, Controller & Treasurer since 1999. Prior to joining
Entrust, he held various finance and accounting positions at Nortel Networks from 1991 through 1995 and at Raytheon Systems from 1982 to 1991. Mr. Wagner is a graduate of The Pennsylvania State University where he received an undergraduate
degree in Accounting and a masters of Business Administration.



Kevin Simzer,age 40, has been our Senior Vice President and Chief Marketing Officer since June 2003. He is responsible for all aspects of marketing globally including product management, marketing and business development. He
also leads research and development efforts for Entrust. With over 19 years of experience in the software development industry, Mr. Simzer has held a variety of executive roles. His career began at Bell Northern Research, Nortels research
and development arm, working in several organizations all focused on the software for large-scale telephone switching systems. Key projects include the worlds first telephone switching system supporting Integrated Services Digital Network and
a highly scalable distributed system built using Advanced Intelligent Networking technology. Mr. Simzer completed his undergraduate studies in Computer Engineering from the University of Ottawa and St. Lawrence College. In addition, Mr. Simzer
earned a masters degree in Business Administration from Queens University in Kingston, Ontario, Canada.



Sam Morcos,age 47, has been our Senior Vice President, Sales & Services since January 2006. He is responsible for sales of Entrust
products and services. Mr. Morcos joined Entrust in 1997 as Director of Worldwide Channel Programs. He was promoted to Vice President, Asia Pacific & Latin American Sales, in 1999. In 2002, Mr. Morcos left Entrust to be a part of
the new executive team for a startup called Klockwork, Inc. In 2003, Mr. Morcos returned to Entrust as Vice President Operations, Asia Pacific. In 2005, he became Vice President Operations, Asia Pacific and Latin America. Mr. Morcos was
promoted to Senior Vice President, Sales for Entrust in May 2005, and as of January 2006, he took over the sales and services teams as the Senior Vice President, Sales & Services. Prior to joining Entrust, Mr. Morcos held a variety of
positions over his nine-year career at Digital Equipment Corporation. Mr. Morcos holds an MBA, International Business & Finance, from York University, an MS, Instrumentation Physics from the University of Utah, and a BSc., Honours Applied
Physics, from the University of Waterloo.



Peter
Bello, age 44, is the Senior Vice President, General Manager of U.S. Federal. He has responsibility for our U.S. Federal Sales team, Government Relations, as well as CygnaCom Solutions, a wholly owned subsidiary of Entrust. Mr. Bello has 21
years in the industry, and is noted for his strong combination of technical and business acumen. Mr. Bello joined Entrust as Director of North American Professional Services in February of 1998 to help build the professional services practice and
organization. He successfully grew the North American Professional Services from a start up to a $6 million business over a 4 year period. Mr. Bello was promoted to Vice President, North American Professional Services with additional
responsibilities for Latin America and Asia Pacific. He joined CygnaCom Solutions as President in March of 2002. CygnaCom Solutions has been providing professional information security services and cryptographic solutions to government and business
clients since 1994. This business includes US Federal government accredited security test laboratories. Prior to joining Entrust, Mr. Bello held various positions of increased responsibility at Nortel Networks from 1985-1998 in the areas of
engineering, technical support, marketing, and order management. He graduated from Rensselaer Polytechnic Institute with BS in Electrical Engineering.



Andrew Pinder, age 59, is the Senior Vice President, EMEA & Global Government Sales Strategy. Prior to joining the Company as an
Executive in October 2006, Mr. Pinder served on the Entrust Board of Directors from July 2004 until October 2006. As the United Kingdoms e-Envoy, Mr. Pinder spearheaded the Prime Ministers directive to bring Internet access to
all British citizens and businesses by 2005. He was also responsible for forging stronger information networks in the British government and for enabling the U.K. to be a recognized leading e-Government and a leader in e-Business. Mr. Pinder
was awarded the Commander of the Order of the



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British Empire (CBE) in HM the Queens New Years Honours list for his services to the Cabinet Office. He is also a non executive director of
United Utilities PLC and its subsidiary Vertex Data Sciences Ltd., both of the United Kingdom. Before his appointment as e-Envoy in 2001, Mr. Pinder was a partner in a venture capital firm and carried out a number of management consultancy
assignments for the British government. Previous executive leadership roles include positions as the head of European Operations and Technology at Citibank, Director of Operations and Technology at Prudential Corporation, and as Director of
Information Technology at the Office of Inland Revenue.



Butler C. Derrick, Jr., age 70, has been a Director of the Company since May 1999. Since February 2004 Mr. Derrick has been the managing partner of Nelson, Mullins, Riley and Scarborough LLP. From August 1998 to February
2004, Mr. Derrick was a Partner at the law firm of Powell, Goldstein, Frazer & Murphy LLP, Washington, D.C.. From January 1995 to July 1998, Mr. Derrick was a Partner at the law firm of Williams & Jensen, Washington,
D.C.. Mr. Derrick served in Congress as a United States Representative from South Carolina from January 1975 to January 1995. While in Congress, Mr. Derrick held numerous posts, including Deputy Majority Whip and Vice Chairman of the House
Rules Committee.



Jerry C. Jones, age 51, has
served on the Entrust Board of Directors since December 2003. He serves as Acxiom Corporations Business Development and Legal Leader. At Acxiom, he is responsible for the legal team, leads the strategy and execution of mergers and alliances,
and assists in other strategic initiatives. Mr. Jones came to Acxiom in March 1999 from the Rose Law Firm in Little Rock, Arkansas, where for 19 years he specialized in problem solving and business litigation. He is a 1980 graduate of the
University of Arkansas School of Law and holds a bachelors degree in Public Administration from the University of Arkansas.



Michael P. Ressner, age 58, has been a Director of the Company since May 1999. From January 2001 to December 2002, Mr. Ressner served
as Vice President, Nortel Networks. Prior to that time, he served as Vice President of Finance of Nortel Networks Enterprise Solutions group from February 1999 to January 2001. From May 1994 to January 1999, Mr. Ressner served as Vice
President of Finance for the Carrier Solutions business unit of Nortel Networks. Prior to these assignments, he held a number of senior finance management posts within various business units of Nortel Networks. Mr. Ressner currently serves on
the Board of Directors of Magellan Health Services, Tekelec, Arsenal Digital Solutions (a private company) and Exide Technologies.



Douglas Schloss, age 48, has served on the Board of Directors of the Company since July 2001. Since January 1994, he has been the President
and Chief Executive Officer of Rexford Management, Inc., a firm that manages an investment partnership specializing in transaction arbitrage. He is currently the Chairman of the Board of SCO Family of Services, a New York City based social services
agency which is one of the ten largest social services agencies in the United States and the largest in New York City. He is also on the Board at St. Pauls School in Concord, New Hampshire. He has served as Chief Executive Officer and Chairman
of Marcus Schloss & Co., Inc., a registered broker-dealer and formerly a New York Stock Exchange specialist firm, since March 1993. Prior to these positions, Mr. Schloss managed the equity trading desk and arbitrage investment
portfolio of Marcus Schloss & Co.



Ray W.
Washburne,age 46, has served on our Board of Directors since June 2006. Since 1990, he has been the chairman and CEO of Charter Holding. He also serves on the board of directors for the M Crowd Restaurant Group, a company he co-founded in
1991. In addition, he is on the advisory board for Colonial Bank Texas and the Dallas Citizens Council. He is a graduate of Southern Methodist University and serves on the schools 21st Century Counsel. He is also an adjunct professor at the
universitys Cox School of Business. He is an active member of the Dallas Citizens Counsel, the Dallas Assembly, the Texas Lyceum and the Dallas chapter of the Young Presidents Organization.



Terdema Ussery II,age 47, has served on the Board of Directors
since December 2006. Since 1996, he has served as the Dallas Mavericks president and CEO and was a catalyst in the organizations resurgence, including increased corporate sponsorship, ticket sales, television revenues and community impact
under his direction. He is also the CEO for HDNet where he spearheaded the launch of the network, one of the worlds first all-high-



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definition television stations and negotiated the channels first content and distribution agreements. Prior to these two positions he served as
president of Nike Sports Management. Prior to his post at Nike, he also served as commissioner of the Continental Basketball Association (CBA). He is a graduate of Princeton and has a masters degree from the John F. Kennedy School of
Government at Harvard and a law degree from Cal-Berkeley.



Michael E. McGrath,age 57, has served on the Board of Directors since February 2007. Mr. McGrath currently holds the title of president and chief executive officer at Dallas-based i2 Technologies Inc. and serves on the
companys board of directors. In 1976, Mr. McGrath co-founded Pittiglio Rabin Todd & McGrath (PRTM) and served as its president and CEO until his retirement in July 2004. During the last decade, PRTM grew to be one of the larger and
most successful management consulting firms in the world. Mr. McGrath is recognized as an expert in product development and product strategy. Mr. McGrath holds a bachelors degree in computer science and management science from Boston College
and a masters degree in business administration from Harvard Business School.



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PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



Our common stock has been quoted on the Nasdaq National Market under the
symbol ENTU since August 18, 1998. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the Nasdaq National Market.



|                                 |  |      |      |     |   |     
|-------------------------------- |  | ---- | ---- | --- | - | ----
|                                 |  | High |      | Low
|2005                             |  |      |      |     |   |     
|                                 |  |     
|First Quarter                    |  | $    | 4.45 |     | $ | 3.28
|Second Quarter                   |  |      | 5.37 |     |   | 3.34
|Third Quarter                    |  |      | 6.63 |     |   | 4.77
|Fourth Quarter                   |  |      | 5.66 |     |   | 3.96
|                                 |  |     
|2006                             |  |      |      |     |   |     
|First Quarter                    |  | $    | 5.06 |     | $ | 3.50
|Second Quarter                   |  |      | 4.56 |     |   | 2.79
|Third Quarter                    |  |      | 3.66 |     |   | 2.65
|Fourth Quarter                   |  |      | 4.43 |     |   | 3.29
|                                 |  |     
|2007                             |  |      |      |     |   |     
|First Quarter through to March 7 |  | $    | 4.60 |     | $ | 3.67



As of March 7,
2007, we had approximately 627 holders of record of common stock. Because many of these shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these
holders of record.



We have never declared or paid any cash
dividends on our shares of common stock. We intend to retain future earnings, if any, to finance our growth strategy. We do not anticipate paying cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will
be at the discretion of our board of directors after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, restrictions in any future financing agreements and our plans
for expansion. See Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources.



The information in the section entitled Securities Authorized for Issuance Under Equity Compensation Plans in the Proxy Statement is
incorporated herein by reference.



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The graph below compares the cumulative 5-year total return of holders of Entrust, Inc.s common
stock with the cumulative total returns of the Russell 2000 index and the NASDAQ Computer & Data Processing index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment
of all dividends) from 12/31/2001 to 12/31/2006.



LOGO



The stock price performance
included in this graph is not necessarily indicative of future stock price performance.



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##### Table of Contents

Securities Authorized For Issuance Under Equity Compensation Plans



The following table provides information about the securities authorized for
issuance under the Companys equity compensation plans as of December 31, 2006:



|                                                           |  |                                                                                            |  |                                                                         |      |                                                                                                                                                |          
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|                                                           |  | (a)                                                                                        |  | (b)                                                                     |      | (c)                                                                                                                                           
|Plan category                                              |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(1) |  | Weighted-averageexercise price ofoutstandingoptions, warrantsand rights |      | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in
column (a))(2)
|Equity compensation plans approved by security holders     |  | 7,333,220                                                                                  |  | $                                                                       | 5.07 |                                                                                                                                                | 2,401,366
|Equity compensation plans not approved by security holders |  | 8,856,045                                                                                  |  |                                                                         | 4.97 |                                                                                                                                                | 104,801  
|                                                           |  |                                                                                            |  |                                                                         |      |                                                                                                                                                |          
|Total                                                      |  | 16,189,265                                                                                 |  | $                                                                       | 5.01 |                                                                                                                                                | 2,506,167
|                                                           |  |                                                                                            |  |                                                                         |      |                                                                                                                                                |          

---

|(1) |  | This table excludes an aggregate of 37,048 shares issuable upon exercise of outstanding options assumed by the Company in connection with the Companys acquisition of
enCommerce, Inc. in June 2000. The weighted-average exercise price of the excluded options is 5.92.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | In addition to being available for future issuance upon exercise of options that may be granted after December 31, 2006, 2,401,366 shares under the Entrust, Inc. 2006 Stock
Incentive Plan (the 2006 Plan), may instead be issued in the form of restricted stock awards and other stock-based awards, including shares based upon certain conditions, securities convertible into Common Stock and stock appreciation
rights.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On August 1, 2003 the
Companys 1998 Employee Stock Purchase Plan was discontinued. Prior to such termination 173,891 shares were issued under such plan in 2003.



On March 15, 2006, the Board of Directors adopted resolutions, subject to stockholder approval, to approve entry into the Entrust, Inc. 2006 Stock
Incentive Plan (the 2006 Plan). The 2006 Plan was approved by the stockholders of the Company on May 5, 2006, resulting in the termination of the Amended and Restated 1996 Stock Incentive Plan, the enCommerce, Inc. 1997 Stock Option
Plan, as amended and restated, and the 1999 Non-Officer Employee Stock Incentive Plan, as amended (together, the Prior Plans), with no further grants being permitted under the Prior Plans, provided that, this termination of the Prior
Plans will not affect awards that are outstanding under the Prior Plans.



As part of the acquisition of Business Signatures, the Company assumed the obligations of Business Signatures under its 2002 Stock Plan (BSC 2002 Plan). Under this plan, the Company assumed options to
purchase 1,792,092 shares of Business Signature Common stock in exchange for options to purchase 1,150,590 shares of the Companys Common stock.



28



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##### Table of Contents

Repurchases of Equity Securities



The table below sets forth the information with respect to purchases made by or on behalf of Entrust, Inc. or any
affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the three months ended December 31, 2006.



|                                                 |  |                                |  |                            |   |                                                                                   |   |                                                                                 |          
|------------------------------------------------ |  | ------------------------------ |  | -------------------------- | - | --------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------- | ---------
|Period                                           |  | Total Numberof SharesPurchased |  | AveragePrice Paidper Share |   | Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs (1) |   | Maximum Number ofShares That May Yet BePurchased Under thePlans or Programs (1)
|Month #1 (October 1, 2006 to October 31, 2006)   |  |                               |  |                            |  |                                                                                   |  |                                                                                 | 8,398,516
|                                                 |  |                                |  |                           
|Month #2 (November 1, 2006 to November 30, 2006) |  |                               |  |                            |  |                                                                                   |  |                                                                                 | 8,398,516
|                                                 |  |                                |  |                           
|Month #3 (December 1, 2006 to December 31, 2006) |  |                               |  |                            |  |                                                                                   |  |                                                                                 | 8,398,516
|                                                 |  |                                |  |                            |   |                                                                                   |   |                                                                                 |          
|Total                                            |  |                               |  | $                          |  |                                                                                   |  |                                                                                 | 8,398,516
|                                                 |  |                                |  |                            |   |                                                                                   |   |                                                                                 |          

---

|(1) |  | On July 29, 2002, the Company announced that its Board of Directors had authorized the Company to repurchase up to an aggregate of 7,000,000 shares of its Common stock. The
program has subsequently been extended three times, most recently on July 22, 2005 when the Board of Directors authorized a further extension of this stock repurchase program to permit the purchase of up to 10,000,000 shares of the
Companys Common stock through December 15, 2006. This quantity of Common shares is in addition to the 6,928,640 shares of the Companys Common stock already purchased under the Companys stock repurchase program through
June 30, 2005. As of December 31, 2006, the Company had repurchased 8,530,124 of the authorized 16,928,640 shares of its common stock under this program, for a total cash outlay of $33,610,000, at an average price of $3.94 per share,
including commissions paid to brokers.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



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##### Table of Contents

|ITEM 6.    SELECTED | FINANCIAL DATA
|------------------- | --------------



The data set forth below should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of
Operations and our consolidated financial statements and notes thereto included elsewhere in this Annual Report.



|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|-------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                                 |  | Year Ended December 31,               |        
|                                                                                 |  | 2006                                  |         |   | 2005 |   |         | 2004 |  |   | 2003    |   |  | 2002 |        
|                                                                                 |  | (in thousands, except per share data) |        
|Statement of Operations Data:                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Revenues:                                                                        |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Product                                                                          |  | $                                     | 35,487  |   |      | $ | 34,216  |      |  | $ | 29,295  |   |  | $    | 30,974  |   |  | $ | 44,734  |  
|Services and maintenance                                                         |  |                                       | 59,696  |   |      |   | 63,912  |      |  |   | 61,662  |   |  |      | 56,920  |   |  |   | 58,013  |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total revenues                                                                   |  |                                       | 95,183  |   |      |   | 98,128  |      |  |   | 90,957  |   |  |      | 87,894  |   |  |   | 102,747 |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cost of revenues:                                                                |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Product                                                                          |  |                                       | 7,579   |   |      |   | 5,153   |      |  |   | 4,149   |   |  |      | 5,341   |   |  |   | 5,281   |  
|Services and maintenance                                                         |  |                                       | 29,279  |   |      |   | 30,495  |      |  |   | 29,105  |   |  |      | 29,825  |   |  |   | 32,073  |  
|Amortization of purchased product rights                                         |  |                                       | 1,075   |   |      |   | 802     |      |  |   | 384     |   |  |      | 568     |   |  |   | 1,136   |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total cost of revenues                                                           |  |                                       | 37,933  |   |      |   | 36,450  |      |  |   | 33,638  |   |  |      | 35,734  |   |  |   | 38,490  |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Gross profit                                                                     |  |                                       | 57,250  |   |      |   | 61,678  |      |  |   | 57,319  |   |  |      | 52,160  |   |  |   | 64,257  |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Operating expenses:                                                              |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Sales and marketing                                                              |  |                                       | 33,888  |   |      |   | 28,534  |      |  |   | 26,322  |   |  |      | 34,985  |   |  |   | 44,128  |  
|Research and development                                                         |  |                                       | 19,857  |   |      |   | 16,439  |      |  |   | 17,266  |   |  |      | 22,566  |   |  |   | 24,151  |  
|General and administrative                                                       |  |                                       | 14,340  |   |      |   | 11,534  |      |  |   | 12,569  |   |  |      | 13,143  |   |  |   | 14,840  |  
|Impairment of goodwill, purchased product rights and other purchased intangibles |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      | 1,134   |   |  |   |        |  
|Restructuring charges and adjustments                                            |  |                                       | 2,765   |   |      |   |        |      |  |   |        |   |  |      | 13,623  |   |  |   | (1,079  | )
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total operating expenses                                                         |  |                                       | 70,850  |   |      |   | 56,507  |      |  |   | 56,157  |   |  |      | 85,451  |   |  |   | 82,040  |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Income (loss) from operations                                                    |  |                                       | (13,600 | ) |      |   | 5,171   |      |  |   | 1,162   |   |  |      | (33,291 | ) |  |   | (17,783 | )
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Other income (expense):                                                          |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Interest income                                                                  |  |                                       | 2,177   |   |      |   | 2,357   |      |  |   | 1,281   |   |  |      | 1,680   |   |  |   | 3,346   |  
|Foreign exchange gain (loss)                                                     |  |                                       | (249    | ) |      |   | (62     | )    |  |   | 433     |   |  |      | (431    | ) |  |   | (72     | )
|Loss from equity investments                                                     |  |                                       | (445    | ) |      |   | (760    | )    |  |   | (1,111  | ) |  |      | (603    | ) |  |   | (602    | )
|Gain on sale of asset                                                            |  |                                       |        |   |      |   | 200     |      |  |   |        |   |  |      |        |   |  |   |        |  
|Realized gain (loss) on investments                                              |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | (220    | )
|Write-down of long-term strategic and equity investments                         |  |                                       | (3,016  | ) |      |   |        |      |  |   |        |   |  |      | (2,780  | ) |  |   | (1,238  | )
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total other income (expense)                                                     |  |                                       | (1,533  | ) |      |   | 1,735   |      |  |   | 603     |   |  |      | (2,134  | ) |  |   | 1,214   |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Income (loss) before income taxes                                                |  |                                       | (15,133 | ) |      |   | 6,906   |      |  |   | 1,765   |   |  |      | (35,425 | ) |  |   | (16,569 | )
|Provision for income taxes                                                       |  |                                       | 284     |   |      |   | 532     |      |  |   | 687     |   |  |      | 441     |   |  |   | 1,350   |  
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net income (loss)                                                                |  | $                                     | (15,417 | ) |      | $ | 6,374   |      |  | $ | 1,078   |   |  | $    | (35,866 | ) |  | $ | (17,919 | )
|                                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net income (loss) per basic share                                                |  | $                                     | (0.26   | ) |      | $ | 0.10    |      |  | $ | 0.02    |   |  | $    | (0.56   | ) |  | $ | (0.28   | )
|Net income (loss) per diluted share                                              |  | $                                     | (0.26   | ) |      | $ | 0.10    |      |  | $ | 0.02    |   |  | $    | (0.56   | ) |  | $ | (0.28   | )
|Shares used in basic per share computation                                       |  |                                       | 59,877  |   |      |   | 60,834  |      |  |   | 62,976  |   |  |      | 63,588  |   |  |   | 64,946  |  
|Shares used in diluted per share computation                                     |  |                                       | 59,877  |   |      |   | 62,517  |      |  |   | 64,202  |   |  |      | 63,588  |   |  |   | 64,946  |  
|                                                                                 | 
|                                                                                 |  | December 31,                          |        
|                                                                                 |  | 2006                                  |         |   | 2005 |   |         | 2004 |  |   | 2003    |   |  | 2002 |        
|                                                                                 |  | (in thousands)                        |        
|Balance Sheet Data:                                                              |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash, cash equivalents and short-term marketable investments                     |  | $                                     | 22,527  |   |      | $ | 82,453  |      |  | $ | 97,368  |   |  | $    | 92,289  |   |  | $ | 118,023 |  
|Working capital                                                                  |  |                                       | (2,512  | ) |      |   | 69,495  |      |  |   | 75,164  |   |  |      | 47,188  |   |  |   | 73,367  |  
|Long-term marketable investments                                                 |  |                                       |        |   |      |   |        |      |  |   | 1,951   |   |  |      | 12,379  |   |  |   | 13,423  |  
|Total assets                                                                     |  |                                       | 127,816 |   |      |   | 130,449 |      |  |   | 145,883 |   |  |      | 148,752 |   |  |   | 189,571 |  
|Shareholders equity                                                             |  |                                       | 59,220  |   |      |   | 69,108  |      |  |   | 75,994  |   |  |      | 80,672  |   |  |   | 117,865 |  



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|ITEM 7.    MANAGEMENTS | DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|----------------------- | ------------------------------------------------------------------------



The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with Selected Financial Data and our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and
assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Risk FactorsCertain Factors That May Affect Our
Business and elsewhere in this Annual Report.



EXECUTIVE OVERVIEW



We are a global provider of
software that secures digital identities and information. Over 1,550 enterprises and government agencies in more than 60 countries use our solutions to help secure the digital lives of their citizens, customers, employees and partners. Our proven
software and services can help customers achieve regulatory and corporate compliance, while helping to turn security challenges such as identity theft and loss of intellectual property into business opportunities.



We conduct business in one operating segment. We develop, market and sell
software solutions that secure digital identities and information. We also perform professional services to install, support and integrate our software solutions with other applications. All of these activities may be fulfilled in conjunction with
partners and are managed through our global organization.



As
an innovator and pioneer in the Internet security field, Entrusts market leadership and expertise in delivering award-winning identity and data protection management software solutions is demonstrated by the diversity of our products,
geographic representation, and customer segments. We continue to drive revenue in our key products.



On July 19, 2006 we acquired Business Signatures Corporation (Business Signatures). Business Signatures is a provider of zero touch fraud
detection solutions. Unlike other fraud detection solutions, the Business Signatures eFraud product provides a real time fraud detection capability that requires no changes to the business application. Organizations can rapidly deploy the
solution and begin passively monitoring user activityquickly identifying and responding to suspicious behavior. This capability also allows for sophisticated fraud analytics to be performed to identify and respond to evolving threats. The zero
touch nature of the eFraud product helps allow organizations to take advantage of these capabilities in a fraction of the time compared to other approaches.



With the addition of Business Signatures, Entrust now has three key platforms, Authentication, Transaction Monitoring and Information Protection. We now
have a unique end-to-end platform for securing digital identities and information. This end-to-end software platform is easy to implement, user friendly and cost effective with the ability to evolve over time and grow with our customers needs.



Two of Entrusts platforms, Authentication and
Transaction Monitoring, come together to provide a new level of assurance for both internal and external parties, through Risk-Based Authentication.



As we all know, every transaction is not created equally. An online banking customer that only views their account balances is performing a very different
level of transaction than someone that is transferring $10,000 out of their account, or adding new bill payees. In every transaction the level of risk grows as the dollar value of the transaction grows. Risk Based Authentication allows for the
proper level of security to be implemented based on the sensitivity of any given transaction. Entrust offers a range of authentication capabilities with its authentication platform so that specific methods can be used with specific users and
applications. First steps can be as simple as deploying SSL certificates or user name and password. Entrust has long played a key role in this market space through our SSL and single sign-on products.



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Risk Based Authentication however goes much deeper than SSL and Single Sign-on. Risk Based Authentication
is having the ability to judge each individual transaction on its own merits driven by policy level decisions on the level of risk associated with certain transactions. With Entrusts Risk Based Authentication solution, transactions can be
monitored in real time and then a determination can be made on the level of security required for that transaction. This solution combines Entrust IdentityGuard and Entrust TransactionGuard. This combined offering is a modern architecture for
consumer authentication which has a layered approach of non-invasive anomaly detection and selective intervention with minimal impact on the user experience.



At the end of 2006, financial institutions in the United States needed to offer stronger security measures for online customers according to the Federal
Financial Institutions Examination Councils (FFIEC) guidance. The financial institutions want the easiest and most cost effective solution. We are well positioned with a wide portfolio that allows the financial institutions to
start with an easy, cost effective solution to meet the initial requirements and then utilize our full Risk Based Authentication platform to provide additional layers of security in the coming years.



Product Category Financial Metrics:



| |  |  | Emerging growth products (IdentityGuard, Boundary Messaging, and Fraud Detection) accounted for $3.9 million in Q4, 2006, or 31% of product revenue, up 15% from
$3.4 million in Q3, 2006 and up 290% from $1.0 million in Q4, 2005. For the full year ending 2006 Emerging growth products reached $9.5 million, an increase of 186% over 2006, accounting for 27% of product revenue.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | PKI products accounted for $8.1 million in Q4, 2006, or 63% of product revenue, up 98% from $4.1 million in Q3, 2006 and up 7% from $7.6 million in Q4, 2005.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Single sign-on products accounted for $0.8 million in Q4, 2006, or 6% of product revenue, down 38% from $1.3 million in Q3, 2006 and up 60% from $0.5 million in Q4,
2005.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We also provide support services and
professional services, including architecture, installation, and integration services related to the products that we sell. These services represent a significant portion of our revenues, but are closely related to the demand for our products. In
addition, the margins on our products are significantly higher than margins on our services. As a result, we are primarily focused on growing our product revenues.



Entrust sells its solutions globally, with an emphasis on North America, Europe and Asia. These primary areas have
demonstrated the most potential for early adoption of the broadest set of Entrust solutions. Entrust extends to other non-core geographies through strategic partner relationships, which increases the leverage of our direct sales channel worldwide.
In North America, Entrust is targeting a return to revenue growth in its software business by leveraging Entrusts historical strength in selling to key verticals such as government (Federal, State, Provincial), financial services and
healthcare organizations. Europe is a region where Entrusts products and solutions continue to experience strong demand and we believe that the European market will provide growth, with increased momentum from governments and enterprises
leveraging Entrusts solutions to transform their business processes and to leverage the Internet and networking applications.



We market and sell our products and services in both the enterprise and government market space. In 2006, 39% of our product sales were in our extended
government vertical market, which includes healthcare. This revenue has been driven by key global projects that have started to increase product purchases. In the extended government vertical market, we have a strong penetration in the U.S. Federal
government, the governments of Canada, Singapore, Denmark, the United Kingdom and across continental Europe. In fact, Entrust now counts 10 of the top 11 e-governments, as outlined by this years Accenture report, as customers.



32



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A key change in the government space has been the movement from purely internal security solutions that
our customers require to more external citizen facing applications. These projects include ePassports, national ID programs, physical and logical access programs for government employees, and a growing number of citizen facing applications. Security
is at the core of all these projects and our wide product set positions Entrust well in this space. We have already announced three ePassport projects that Entrust has won, we have been selected as the infrastructure for a number of national ID and
Ministry of Defense programs, and we are well positioned in a number of employee credentialing projects like the US HSPD-12 program. We also won an IdentityGuard strong authentication solution for a key citizen facing application for the U.S.
Federal government.



Large government projects involve
government bureaucracies, large system integrators and differing technical requirements. In order to help us better navigate through these opportunities, we have bolstered our government team with addition of Andrew Pinder, the former e-Envoy for
the government of the United Kingdom. During Andrews tenure as e-Envoy, the UK received acclaim for becoming a leading e-government and e-business leader. Andrew brings a wealth of additional experience as he served as the head of European
Operations and Technology at Citibank. He also held positions as the Director of Operations and Technology at Prudential Corporation and as Director of Information Technology at the Office of Inland Revenue in the UK. Andrew will help lead our
global government efforts on projects such as the move to ePassports, national ID cards and securing citizen identities and information. Andrew is joining Entrust as Senior Vice President, Government Solutions, reporting to the CEO. Previously,
Andrew had served on our board of directors.



In 2006, 61% of
our product sales were in our extended enterprise vertical market. We continue to see demand from global enterprises as they continue to respond to regulatory and governance compliance demands and extend their internal and external networks to more
and more individuals inside and outside their domain. We have experienced a change in the shape of many enterprise deals. Specifically, enterprises are buying for their immediate need and then adding to their purchases as the projects begin roll
out.



Our largest vertical within the enterprise market is the
financial services vertical. In the fourth quarter of 2006, financial services revenue increased 100% from the previous quarter and 95% from a year ago. Financial institutions are focused on FFIEC and other global compliance regulations, which we
believe drove demand for our Risk Based Authentication and messaging solutions.



A key driver of our product growth has been the recent spotlight on identity theft due to breaches at companies like Choicepoint and LexisNexis. These breaches have proven that self-regulation over the past few years
has been insufficient at addressing the underlying issues. Recent legislation has addressed these concerns. California S.B. 1386 has cast more visibility on the issue for citizens, corporations, and the government. The law requires both corporations
and the government to notify California residents if their sensitive data has been breached unless encryption technology is deployed. Additionally, 34 other states have now passed breach notification requirements. On a national level, bills are
being written to protect citizens from identity theft and alert them if their information has been stolen.



Entrust for years has been a leader in securing digital identities and information. In the fourth quarter of 2004, we introduced IdentityGuard which is
our easy-to-use second factor of authentication solution. We now have 288 pilots under way for IdentityGuard. In Q4 2006, IdentityGuard accounted for $2.0 million dollars of product revenue. IdentityGuards low cost relative to hardware, its
simplicity for the mass market, and its effectiveness in countering online theft and phishing, are the key drivers for the increased revenue growth we are experiencing. Along with the revenue growth for second factor authentication, we are also
seeing customers increasingly interested in data protection and encryption. With a combination of Entrust IdentityGuard, GetAccess and TruePass, customers can accomplish authentication and role based access control, digital signature, and encryption
from one solution provider.



Entrust has a goal to develop new
channels to market, in addition to our direct sales force. In Q4, 2006, 23 of our 108 transactions were fulfilled through partners, helping us achieve our revenue increase. This success was driven by North American channel partners, which now totals
51 in the TrustedPartner Program.



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In April 2006, Entrust introduced a Managed PKI service. This service was launched in response to
customer requests for Entrust to offer a hosted service to give them a choice between a service offering for PKI certificates and our traditional PKI software purchase option. Our service offering is designed to help enterprises and government
agencies grow and accelerate their core business security, without having to develop PKI expertise internally. Our managed service offering will allow our customers the flexibility to now have our market leading technology delivered in an outsourced
service model. In December 2006, the Entrust managed PKI service made the General Services Administration (GSA) list of approved shared service providers. This status enables Entrust to help federal agencies reap the security benefits of
PKI without having to maintain the certification authority (CA) themselves. This is not our first entrance into the services arena. We have been helping our customers for years design, deploy and manage our solutions. We have also been
successful in growing our SSL certificate business, which increased over 22% in 2006. With the introduction of the new Extended Validation SSL Certificates we should be able to grow this business at least that same rate in 2007. Our new Managed PKI
Service offering will give us access to a new market of customers that can help us drive both additional license revenue, as well as new ratable services revenues.



Entrust in the past has relied significantly on large deals in each quarter. We have over the past few years reduced this
dependence, but they remain a significant portion of our product revenue on a quarterly basis. Our software revenue from our top five customers in Q4, 2006 was approximately 16% of our total revenue in that quarter and we had two product deals over
$1 million and one deal that contributed $1.0 million to total revenue in the quarter. These numbers were within our historical range, which is generally between 10% and 25% of revenue from the top five customers and zero to four transactions over
$1 million. We continue to be impacted from time to time on our software revenue by the timing of our customers buying process, which may include proof of concepts, senior management reviews and budget delays that sometimes results in longer
than anticipated sales cycles. We are also impacted by our customers recent buying behavior, which is to buy only for immediate need as opposed to making a larger purchase in order to get a better discount. Any of these factors may impact our
revenue on a quarterly basis.



Our management uses the
following metrics to measure performance:



| |  |  | Number and average size of product revenue transactions;
| | - |  | --------------------------------------------------------



| |  |  | Number of deals over $1 million;
| | - |  | --------------------------------



| |  |  | Top-five product revenue transactions as a percentage of total revenues;
| | - |  | ------------------------------------------------------------------------



| |  |  | Product revenue split between extended enterprise and extended government verticals;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Product revenue split between three key product areas: Emerging Growth Markets, Public Key Infrastructure and Single Sign-on;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | Geographic revenue split;
| | - |  | -------------------------



| |  |  | Product and services revenues as a percentage of total revenues;
| | - |  | ----------------------------------------------------------------



| |  |  | Gross profit as a percentage of services and maintenance revenues; and
| | - |  | ----------------------------------------------------------------------



| |  |  | Deferred revenue, cash and marketable investment balances.
| | - |  | ----------------------------------------------------------



BUSINESS OVERVIEW



During 2006, we continued our strategy of focusing on core vertical and geographic markets. Revenues of $95.2 million represented a 3% decrease over 2005,
and consisted of 37% product sales and 63% services and



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maintenance. Services and maintenance revenues decreased 7% over 2005, due to decreased demand for both consulting services and support and maintenance
services, while product revenues increased 4% from 2005, primarily driven by an improved product transaction closure rate compared to 2005, despite a lower average purchase value compared to 2005. Net loss in 2006 was $15.4 million, or $0.26 per
share, compared to a net income of $6.4 million, or $0.10 per share in 2005, with total expenses increasing 17% to $108.8 million in 2006, due in part to the $2.9 million adjustment to our restructuring accrual related to our California facility and
$4.3 million of equity compensation expense related to stock options. In addition, we recorded a write-down of $3.0 million related to our investments in Asia Digital Media and Ohana. We generated $4.3 million in cash flow from operations in 2006,
compared to net cash used in operations of $1.5 million in 2005. Entrust Emerging Growth Products (Entrust IdentityGuard, Boundary Messaging and Fraud Detection) accounted for 27% of product revenue, which is an increase of 186% from 2005. Entrust
PKI Products accounted for 65% of product revenue, which is a decrease of 15% from 2005. Entrust Certificate Services revenues, a component of our PKI Product solutions suite, increased 22% over 2005. Entrust Single Sign-On Products accounted for 8%
of product revenue, which is a decrease of 24% from 2005. Overall, Extended Government accounted for 39% and Extended Enterprise accounted for 61% of the product revenue in 2006. The financial services sector of the Extended Enterprise vertical
accounted for approximately 31% of 2006 product revenues, an increase of 95% over 2005, driven by increased demand for multi-factor authentication, zero touch fraud detection and boundary messaging.



Other highlights from 2006 included:



| |  |  | The average purchase size in 2006 was $89,000, which was a decrease from $99,000 in 2005. Total transactions in 2006 reached 324, which is up 11% from 292
transactions in 2005. We added 81 new customers in 2006, compared to 80 new customers in 2005.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Deferred revenue was $23.6 million, which is an increase of $2.7 million or 13% from 2005.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Entrust IdentityGuard revenue (included in the Emerging Growth Products revenue) achieved $5.4 million of product revenue, compared with $2.0 million of revenue in
2005, a 166% increase. Entrust IdentityGuard transactions reached 91 in 2006, up from 29 in 2005. Entrust IdentityGuard pilots and trials reached 288 by the end of 2006. In the fourth quarter of 2006, U.S. Bank became Entrusts first Risk Based
Authentication customer with its initial purchase of Entrust IdentityGuard.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Entrusts Boundary Messaging product revenue was $2.9 million (included in the Emerging Growth Products revenue) in 2006, which is an increase of 111% over
2005.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As part of our share purchase program, we purchased 703 thousand shares in 2006 for $2.5 million at an average share price of $3.58.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We acquired Business Signatures, a leading supplier of Zero Touch Fraud Detection solutions that provide non-invasive real time online fraud detection capability
and that require no change to business applications, based in Redwood City, California. We also acquired Orion Security Solutions, a leading supplier of PKI to defense-related governmental agencies. As we are already a leader in providing identity
and information security to the United States civilian government agencies, this acquisition adds key defense agencies to the Entrust customer base.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We ended 2006 with $22.5 million in cash and marketable securities and no debt. The decline in cash and marketable securities from $82.5 million at the end of 2005
was primarily due to the acquisitions of Business Signatures and Orion Security Solutions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We released Entrust TransactionGuard 3.1.1, the latest iteration of our zero touch software-based monitoring tool that identifies potential fraudulent behavior and
access patterns across the online channel. This version is fully integrated with Entrust IdentityGuard, enabling organizations to deploy a complete risk-based authentication solution for protecting end users.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We announced that we are offering Extended Validation (EV) SSL Certificates for use with the next-generation of EV-aware browsers. Entrust Extended Validation SSL
Certificatescommonly referred to
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| | as EV certificatesare expected to be an effective tool for helping to rebuild consumer confidence in online transactions by enabling strong
visual cues that notify a user that a site is secure. The new technology can help increase consumer confidence by displaying prominent and consistent trust indicators in a browsers address bar. In addition, Entrust was the first SSL vendor to
activate EV SSL Certificates for Windows XP users with Internet Explorer 7.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our managed PKI service was added to the General Services Administration list of approved shared service providers. This status enables Entrust to help U.S. federal
agencies reap the security benefits of PKI without having to maintain the certification authority themselves. This status also enables Entrust to service federal government agencies needing to meet HSPD-12 and beyond.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We announced Entrust Entelligence Group Share which helps organizations protect data stored on corporate networks in a manner that is automatic and transparent to
the end-user and persistent. With zero-touch folder administration, Entrust Entelligence Group Share offers unprecedented manageability allowing the ability to change permissions on a shared folder without having to modify the folder or its
contentseliminating the need to re-encrypt data when permissions are changed.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CRITICAL ACCOUNTING POLICIES



In 2006, our most complex accounting judgments were made in the areas of software revenue recognition, allowance for doubtful accounts, restructuring charges and related adjustments, accounting for long-term strategic
and equity investments, purchase accounting, the provision for income taxes and stock-based compensation. The restructuring and related charges are not anticipated to be recurring in nature. However, the financial reporting of restructuring and
related charges will continue to require judgments until such time as the corresponding accruals are fully paid out and/or no longer required. Software revenue recognition, allowance for doubtful accounts, accounting for long-term strategic and
equity investments, purchase accounting, provision for income taxes and stock-based compensation are expected to continue to be ongoing elements of our critical accounting processes and judgments.



Software Revenue Recognition



With respect to software revenue recognition, we recognize revenues in
accordance with the provisions of the American Institute of Certified Public Accountants Statement of Position No. 97-2, Software Revenue Recognition, Statement of Position No. 98-9, Modification of SOP 97-2,
Software Revenue Recognition, With Respect to Certain Transactions and related accounting guidance and pronouncements. Due to the complexity of some software license agreements, we routinely apply judgments to the application of software
revenue recognition accounting principles to specific agreements and transactions. We analyze various factors, including a review of the specifics of each transaction, historical experience, credit worthiness of customers and current market and
economic conditions. Changes in judgments based upon these factors could impact the timing and amount of revenues and cost recognized. Different judgments and/or different contract structures could lead to different accounting conclusions, which
could have a material effect on our reported earnings.



Revenues from perpetual software license agreements are recognized when we have received an executed license agreement or an unconditional order under an existing license agreement, the software has been shipped (if there are no significant
remaining vendor obligations), collection of the receivable is reasonably assured, the fees are fixed and determinable 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. License revenues are generated both through direct sales to end
users as well as through various partners, including system integrators, value-added resellers and distributors. License revenue is recognized when the sale has occurred for an identified end user, provided all other revenue recognition criteria are
met. We are notified of a sale by a reseller to the end user customer in the same period that the product is delivered through to the end user customer. We do not offer a right of return on sales of our software products.



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We do not generally include acceptance provisions in arrangements with customers. However, if an
arrangement includes an acceptance provision, we recognize revenue upon the customers acceptance of the product, which occurs upon the earlier of receipt of a written customer acceptance or expiration of the acceptance period.



For all sales, we use a binding contract, purchase order or another form of
documented agreement as evidence of an arrangement with the customer. Sales to our distributors are evidenced by a master agreement governing the relationship, together with binding purchase orders on a transaction-by-transaction basis. We consider
delivery to occur when we ship the product, so long as title and risk of loss have passed to the customer. If an arrangement includes undelivered products or services that are essential to the functionality of the delivered product, delivery is not
considered to have occurred until these products or services are delivered.



At the time of a transaction, we assess whether the sale amount is fixed or determinable based upon the terms of the documented agreement. If we determine the fee is not fixed or determinable at the outset, we
recognize revenue when the fee becomes fixed and determinable. We assess if collection is reasonably assured based on a number of factors, including past transaction history with the customer and the creditworthiness of the customer. If we determine
that collection is not reasonably assured, we do not record revenue until such time as collection becomes probable, which is generally upon the receipt of cash.



We are sometimes subject to fiscal funding clauses in our software licensing transactions with the United States government and its agencies. Such
clauses generally provide that the license is cancelable if the legislature or funding authority does not appropriate the funds necessary for the governmental unit to fulfill its obligations under the licensing arrangement. In these circumstances,
software licensing arrangements with governmental organizations containing a fiscal funding clause are evaluated to determine whether the uncertainty of a possible license arrangement cancellation is remote. If the likelihood of cancellation is
assessed as remote, then the software licensing arrangement is considered non-cancelable and the related software licensing revenue is recognized when all other revenue recognition criteria have been met.



For arrangements involving multiple elements, we allocate revenue to each
component based on the vendor-specific objective evidence of the fair value of the various elements. These elements may include two or more of the following: software licenses, maintenance and support, consulting services and training. For
arrangements where vendor-specific objective evidence is not available for a delivered element, we first allocate the arrangement fee to the undelivered elements based on the total fair value of those undelivered elements, as indicated by
vendor-specific objective evidence. This portion of the arrangement fee is deferred. Then the difference (residual) between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the
delivered elements. We attribute the discount offered in a multiple-element arrangement entirely to the delivered elements of the transaction, which are typically software licenses. Fair values for the future maintenance and support services are
based upon substantially similar sales of renewals of maintenance and support contracts to other customers. Fair value of future services, training or consulting services is based upon substantially similar sales of these services to other
customers. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple-element arrangement, and therefore, we would undertake to allocate the
corresponding revenues amongst the various components, as described above.



We also eliminate intercompany profits on revenue transactions with unconsolidated subsidiaries that are accounted for under the equity method to the extent of our ownership interest in that related party, if the
product and/or services have not been sold through to an unrelated third party end-user customer.



Our consulting services generally are not essential to the functionality of the software. Our software products are fully functional upon delivery and do
not require any significant modification or alteration. Customers purchase these consulting services to facilitate the adoption of our technology and dedicate personnel to participate in the services being performed, but they may also decide to use
their own resources or appoint other consulting service organizations to provide these services. When the customization is essential to the



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functionality of the licensed software, then both the software license and consulting services revenues are recognized under the percentage of completion
method, which requires revenue to be recognized based upon the percentage of work effort completed on the project.



Allowance for Doubtful Accounts



We maintain doubtful accounts allowances for estimated losses resulting from the inability of our customers to make required payments. We assess
collection based on a number of factors, including previous transactions with the customer and the creditworthiness of the customer. We do not request collateral from our customers.



We base our ongoing estimate of allowance for doubtful accounts primarily on the aging of the balances in the accounts
receivable, our historical collection patterns and changes in the creditworthiness of our customers. Based upon the analysis and estimates of the uncollectibility of our accounts receivable, we record an increase in the allowance for doubtful
accounts when the prospect of not collecting a specific account receivable becomes probable. The allowance for doubtful accounts is established based on the best information available to us and is re-evaluated and adjusted as additional information
is received. We exhaust all avenues and methods of collection, including the use of third party collection agencies, before writing-off a customer balance as uncollectible. While credit losses have historically been within our expectations and the
provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Each circumstance in which we conclude that a provision for non-payment by a customer may be required must be
carefully considered in order to determine the true factors leading to that potential non-payment to ensure that it is proper for it to be categorized as an allowance for bad debts. We have focused on improving our accounts receivable aging and, as
a result, had been able to reduce our corresponding allowance for doubtful accounts in 2004 and 2005 in the process.



However, a significant change in the financial condition of a major customer, such as the European distributor discussed below, could have a material
impact on our estimates regarding the sufficiency of our allowance. Our accounts receivable include material balances from a limited number of customers, with five customers accounting for 22% of gross accounts receivable at December 31, 2006,
compared to 36% of gross accounts receivable at December 31, 2005. No customer accounted for 10% or more of net accounts receivable at December 31, 2006. For more information on our customer concentration, see our related discussion in
Risk Factors. Therefore, changes in the assumptions underlying this assessment or changes in the financial condition of our customers, resulting in an impairment of their ability to make payments, and the timing of information related to
the change in financial condition could result in a different assessment of the existing credit risk of our accounts receivable and thus, a different required allowance, which could have a material impact on our reported earnings.



During 2006, we became aware of financial concerns regarding one of our
European distributors and, as a result, we concluded that it was necessary to record an increase to our provision for doubtful accounts, which accounted for the majority of the increase in this provision for the year, as a charge against sales and
marketing expenses.



During 2004, we reached a settlement
agreement on a significant and long outstanding receivable related to a license agreement executed in June 2000. This receivable had been completely provided for in fiscal 2001, because it was our determination then that the likelihood of default
was probable, despite the fact that we had undertaken all avenues of collection available to us, including litigation. As part of the process of pursuing collection through the court system, we entered into settlement discussions with the customer.
As a result of these discussions, a settlement was reached under which full payment of the original invoiced amount of $2.0 million was assured upon execution of a new agreement. In total, we reduced our allowance for doubtful accounts by
approximately $2.0 million due to the settlement. As part of this settlement agreement, we also agreed to provide this customer with additional software products and professional services, the related costs of which were provided for from the
allowance that had previously been set up against the receivable. In 2004, the



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remaining allowance in the amount of $1.3 million was reversed against sales and marketing expenses as a recovery of this bad debt.



In a separate matter, during 2004, the Company collected $550 thousand that
had been outstanding over 365 days and had previously been fully reserved. The balance of $550 thousand was reversed against sales and marketing expense as a recovery of bad debt during that year. In 2005, the Company collected $572 thousand that
had been outstanding over 365 days and had previously been fully reserved. The balance of $572 thousand was reversed against sales and marketing expense as a recovery of bad debt during that year.



Restructuring Charges and Adjustments



June 2001 Restructuring Plan



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



As a result of the restructuring plan and the impact of macroeconomic conditions on us and our global base of customers, we recorded restructuring charges
of $65.5 million in the second quarter of 2001, with a subsequent reduction of $1.1 million in the first half of 2002. In the second quarter of 2003, we made a further adjustment to increase the restructuring charges that we had previously recorded
related to the June 2001 restructuring plan by $6.7 million to reflect a change in our projected sublet lease recoveries for our Santa Clara, California facility. We concluded that this was required as a result of our realization that the market for
leased facilities in that region will not recover in the timeframe that we had estimated, as evidenced by significantly lower projected sublease rates for our facility as supplied to us by our external real estate advisors. We also recorded a $2.1
million reduction to our June 2001 restructuring accrual in the third quarter of 2003, as a result of the July 2003 settlement of an existing contractual obligation under a marketing and distribution agreement, at a value significantly less than the
full accrued obligation.



During the first and second quarters
of 2006, we made further adjustments to the restructuring charges that had previously been recorded related to the June 2001 restructuring plan with respect to our Santa Clara, California facility. The building is currently subleased, but the
current sublease was scheduled to end in December 2006.



Although we had been monitoring the sublet market on an on-going basis, the extension offer we received during the first quarter of 2006, coupled with the preparations we had begun for placing the facility on the market, caused us to
revisit our estimated sublease recoveries at that time. We had concluded that we would need to increase the restructuring charges that we had previously recorded related to our June 2001 restructuring plan by a further $2.9 million in the first
quarter of fiscal 2006 to reflect a change in our projected sublet lease recoveries as evidenced by the market for leased facilities in that region. This charge represented a reduction in the cash that we expected to recover from future subtenants.
During the second quarter of 2006, we concluded an extension agreement with the current sublessee to sublease the California facility through to March 31, 2011, which represents substantially all of the remaining lease period on the building.
As a result of the conclusion of the final sublease arrangement during the second quarter of 2006, we adjusted our accrual related to the June 2001 restructuring downward by $130 thousand to reflect the known sublet lease recoveries under the
extension agreement.



Our assessment required assumptions in
estimating the original accrued restructuring charges of $65.5 million at June 30, 2001, including estimating future recoveries of sublet income from excess facilities, liabilities from employee severances, and costs to exit business
activities. However, as at December 31, 2006, due to the conclusion of the extension agreement with the subtenant in connection with our California facility, the



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remaining estimated sublease recoveries included in our restructuring accrual, that are not currently contracted under existing sublease agreements, are
insignificant. Our only remaining exposure is if the subtenant defaults on the sublease, which in our judgment is unlikely.



The restructuring plan announced on June 4, 2001 was completed by June 2002. Assuming the continued financial viability of the subtenant at the
California facility, no further charges are anticipated. However, actual results could vary from the currently recorded estimates.



May 2003 Restructuring Plan



On May 27, 2003, we announced a restructuring plan aimed at lowering costs and better aligning our resources to customer needs. The plan allows us to
have tighter integration between the groups in our organization that interact with customers, which better positions us to take advantage of the market opportunities for our new products. The restructuring plan included the elimination of employee
positions to lower operating costs, closing of under-utilized office space, and re-assessing the value of related excess long-lived assets.



Our assessment required assumptions in estimating the restructuring charges of $8.9 million, including estimating liabilities related to employee
severance, future recoveries of sublet income from excess facilities, and other costs to exit activities. Changes in these assessments with respect to the accrued restructuring charges for the May 2003 restructuring plan of $0.3 million at
December 31, 2006 could have a material effect on our reported results. In addition, actual results could vary from these assumptions and estimates, in particular with regard to the sublet of excess facilities, resulting in an adjustment that
could have a material effect on our future financial results. Our accrual related to the May 2003 restructuring at December 31, 2006 includes a total of $0.2 million of estimated sublease recoveries, which may be subject to adjustment based
upon changes in the real estate sublet markets.



The
restructuring plan announced on May 27, 2003 was completed by December 31, 2003. No further changes are anticipated. However, actual results could vary from the currently recorded estimates.



Accounting for Long-term Strategic Investments



We assess the recoverability of the carrying value of strategic investments
on an on-going basis, but at least annually. Factors that we consider important in determining whether an assessment is warranted and could trigger impairment include, but are not limited to, the likelihood that the company in which we invested
would have insufficient cash flows to operate for the next twelve months, significant changes in the companys operating performance or business model and changes in overall market conditions. These investments are in private companies, of
which we typically own less than 10% of the outstanding stock. We account for these investments under the cost method. Because there is not a liquid market for these securities, we often must make estimates of the value of our investments.



As a result of the Rescission Agreement discussed in the next
section, as of December 31, 2005, we held an investment in Ohana, in the amount of $750 thousand, representing approximately 14.3% of the issued common shares of Ohana. This investment is now accounted for under the cost method. By
December 31, 2005, we had recorded cumulative losses related to our $1.5 million investment in Ohana of $750 thousand since the fourth quarter of 2004.



During the first quarter of 2006, we were informed of an Ohana re-financing, which coupled with the changes in the business outlook, led us to conclude
that the expectations for Ohana had not materialized and an impairment charge was required to adjust the net carrying value of our equity ownership. As a result, we recorded in the first quarter of fiscal 2006 an impairment of our investment in
Ohana of $659 thousand. No amount of the charge will result in future cash expenditures. After this impairment, the remaining carrying value of our investment in Ohana was $91 thousand at December 31, 2006.



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Accounting for Equity Investments



As of December 31, 2006, we held an investment that we account for
under the equity basis of accounting, which represents our equity ownership in Asia Digital Media. Asia Digital Media is a joint venture, involving us and several other investors, formed for the purpose of delivering secure technology solutions
enabling HDTV satellite broadcasting, high-speed internet and on-line transaction services to the Chinese market.



Our investment in Asia Digital Media began as a loan to Ohana of $650 thousand in 2003, which was convertible into equity of Ohana. In the second quarter
of 2004 this was increased to $950 thousand. In July 2004, this loan was further increased to $1.225 million. This amount was further increased to $1.5 million in the fourth quarter of 2004. We determined that the loan was unlikely to be repaid but
rather expected it to be converted into equity in ADML Holdings, Ltd. (ADML Holdco), once Ohana became a wholly owned subsidiary of ADML Holdco in connection with the Ohana Restructuring. On an as-converted basis at September 30,
2004, we would have owned approximately 12% of ADML Holdco (exclusive of the anticipated final disbursement in the fourth quarter of 2004). Beginning the third quarter of 2004, we had accounted for our investment in Ohana under the equity method, in
accordance with the provisions of APB No. 18, The Equity Method of Accounting for Investments in Common Stock and ARB No. 51, Consolidated Financial Statements. Accordingly, we included our share of post-acquisition
losses of Ohana, prior to the Ohana Restructuring, in the amount of $193 thousand in our consolidated net income for the 2004 fiscal year. The Ohana Restructuring closed on November 16, 2004 and we received approximately 14.3% of the issued
common shares of ADML Holdco, together with a warrant that would have become exercisable for additional shares of ADML Holdco upon the happening of certain events.



On September 16, 2004, the Company and certain other investors agreed to subscribe for shares in a newly formed joint
venture called Asia Digital Media pursuant to a subscription agreement (as amended, the Subscription Agreement). The investment closed on December 17, 2004. We directly subscribed for approximately 16.7% of the share capital of Asia
Digital Media in exchange for a cash contribution of $2.0 million and in-kind contributions of software products and professional services totaling $1.3 million. Of this amount, $1.1 million was recorded on account of the in-kind contributions as
revenue in the fourth quarter of 2004, net of intercompany profit eliminations. Also, ADML Holdco, in which we held an approximate 14.3% ownership interest for our $1.5 million investment, directly subscribed for 60.6% of the share capital of Asia
Digital Media in exchange for a contribution of the entire issued share capital of Ohana. The remaining capital stock of Asia Digital Media is owned by two investors and China Aerospace New World Technology Limited, a company incorporated in Hong
Kong. During the first quarter of 2005, we received additional shares of common stock of Asia Digital Media in reimbursement for legal costs incurred by us on behalf of Asia Digital Media during its formation and for administrative services that we
provided. These additional shares were valued at $458 thousand and resulted in an increase of our total direct and indirect equity holdings in Asia Digital Media to 27.4% as of September 30, 2005.



On December 27, 2005, we entered into the Rescission Agreement with Asia
Digital Media and ADML Holdco to rescind the Subscription Agreement in part, resulting in the return of the shares of Asia Digital Media issued to ADML Holdco for cancellation and the corresponding return of the entire issued capital of Ohana to
ADML Holdco. Upon conclusion of the procedures required to give effect to the Rescission Agreement, we owned approximately 44% of the issued share capital of Asia Digital Media and approximately 14.3% of the issued share capital of Ohana.



Beginning with the fourth quarter of 2004, we have accounted
for our investment in Asia Digital Media under the equity method. Accordingly, as of December 31, 2006, we have included our share of post-acquisition losses of Asia Digital Media, in the cumulative amount of $1.1 million in our consolidated
net income since the fourth quarter of 2004. See note 5 to our consolidated financial statements for additional information.



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Upon execution of the Rescission Agreement, we have no commitments or other arrangements to provide
funding for any shortfalls ADML Holdco may incur, and there are no variable interests with respect to ADML Holdco, other than its common stock interest of 14.3%. Therefore, FASB Interpretation No. 46(R), Consolidation of Variable Interest
Entities (FIN No. 46(R)) is not applicable to this investment.



We have concluded that Asia Digital Media does not meet the definition of a variable interest entity, as described in FIN No. 46(R). As the company began initial operations in December 2004, engaging primarily in
research and development, and having no revenue, we determined that Asia Digital Media was a development stage enterprise. Furthermore, the capitalization of Asia Digital Media anticipated the raising of additional equity to fund the scaled
production pilot and commercial roll-out. However, the cash invested in Asia Digital Media by investors of $4.5 million, was expected to be sufficient equity to fund the initial development stage, which is defined as implementation of a pilot system
with all specified functions in a limited commercial environment. In addition, we determined that each shareholder of Asia Digital Media shares in the risk of loss and that the shareholders, as a group, share the returns. Finally, we concluded that
Asia Digital Media does not operate substantively on behalf of one entity that receives a disproportionately fewer voting rights to avoid consolidation.



During the first quarter of 2006, we were informed of changes in our Chinese partners ability to invest in the second funding round of Asia Digital
Media. This factor, among others, had significant negative implications for Asia Digital Media. We concluded that expectations for Asia Digital Media had not materialized and an impairment charge was required to adjust the net carrying value of our
equity ownership. As a result, we recorded in the first quarter of fiscal 2006 an impairment of our investment in Asia Digital Media in the amount of $2.4 million. No amount of the charge will result in future cash expenditures. After this
impairment, the remaining carrying value of our investment in Asia Digital Media was $78 thousand at December 31, 2006.



We have received one or more expressions of interest from third parties who wish to acquire our remaining equity in ADML Holdco, but no term sheet or
transaction has been signed by us.



Purchase Accounting



In June 2006, we completed the acquisition of all of
the issued and outstanding shares of the common stock of Orion, based in McLean, Virginia, while on July 19, 2006, we completed the acquisition of all of the issued and outstanding shares of capital stock and options of Business Signatures,
based in Redwood City, California.



These acquisitions were
accounted for under the purchase method of accounting, and, accordingly, the purchase prices were allocated to the fair value of the tangible and intangible assets and liabilities acquired, with the remainder allocated to goodwill. In determining
the fair value of the intangible assets acquired, we are required to make significant assumptions and judgments regarding such things as the estimated future cash flows that we believe will be generated as a result of the acquisition of
customer/partner relationships, purchased product rights and workforce, and the estimated useful life of these acquired intangible assets. We believe that our assumptions and resulting conclusions are the most appropriate based on existing
information and market expectations. However, different assumptions and judgments as to future events could have resulted in different fair values being allocated to the intangible assets acquired. We will review these assets for impairment in
future, in accordance with the guidance in SFAS No. 142, Goodwill and Intangible Assets, which require goodwill to be reviewed for impairment at least annually or whenever events indicate that their carrying amount may not be
recoverable, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



Provision for Income Taxes



The preparation of our consolidated financial statements requires us to assess our income taxes in each of the jurisdictions in which we operate,
including those outside the United States. In addition, we have based the calculation of our income taxes in each jurisdiction upon inter-company agreements, which could be challenged by tax authorities in these jurisdictions. The income tax
accounting process involves our determining our actual



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current exposure in each jurisdiction together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue and
accrued restructuring charges, for tax and accounting purposes. These differences result in the recognition of deferred tax assets and liabilities. We then record a valuation allowance to reduce our deferred tax assets to the amount that is more
likely than not to be realized.



Significant management
judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. We recorded a valuation allowance of $147.9 million as of December 31,
2006, which offsets deferred income tax assets relating to United States and foreign net operating loss (NOL) and tax credit carry-forwards in the amount of $122.1 million and $25.8 million of deferred tax assets resulting from
temporary differences. This valuation allowance represents the full value of our deferred tax assets, due to uncertainties related to our ability to utilize our deferred tax assets as a result of our recent history of financial losses. Therefore,
our balance sheet includes no net deferred tax benefits related to these deferred tax assets. Valuation allowances are provided against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the timing of the temporary differences becoming deductible. We consider, among other available
information, historical earnings, scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and other matters in making this assessment. Until an appropriate level of profitability
is sustained, we expect to continue to record a full valuation allowance and will not record any benefit from the deferred tax assets.



In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
No. 109, (FIN No. 48), which clarifies the accounting for uncertainty in tax positions. FIN No. 48 requires that we recognize in our financial statements, the impact of a tax position, if that position is more likely
than not of not being sustained on audit, based on the technical merits of the position. FIN No. 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income
taxes. The provisions of FIN No. 48 will be effective for us as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently
in the process of completing the work necessary to finalize the implementation of FIN No. 48 in the first quarter of 2007, but we do not expect that our analysis will lead us to record an adjustment to opening retained earnings in connection
with any tax positions that we have taken in current or prior years, which are more likely than not of not being sustained on audit. Therefore, we expect that the adoption of FIN No. 48 will not have a material impact on our consolidated
financial position and results of operations or cash flows.



Stock-Based Compensation



Our stock
award program is a broad-based, long-term retention program that is intended to contribute to our success by attracting, retaining and motivating talented employees and to align employee interests with the interests of our existing shareholders.
Stock based awards may be granted to employees when they first join us, when there is a significant change in an employees responsibilities and, occasionally, to achieve equity within a peer group. Stock based awards may also be granted in
specific circumstances for retention or reward purposes. The Compensation Committee of the Board of Directors may, however, grant additional awards to executive officers and key employees for other reasons. Under the stock based award plans, the
participants may be granted options to purchase shares of Common stock and substantially all of our employees and directors participate in at least one of our plans. Options issued under these plans generally are granted at fair market value at the
date of grant, become exercisable at varying rates, generally over three or four years. Options issued before April 29, 2005, generally expire ten years from the date of grant; awards issued on or after April 29, 2005, generally expire
seven years from the date of grant.



Beginning in 2006, the
Compensation Committee of the Board of Directors has issued performance stock units to certain key employees. These performance grants are based on the achievement of certain pre-determined



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criteria such as budgeted level of revenue attainment or target stock price. The associated compensation expense is accrued at the time that the performance
criteria are reasonably certain to be achieved.



We recognize
that stock options and other stock-based incentive awards dilute existing shareholders and have attempted to control the number granted while remaining competitive with our compensation packages. The Compensation Committee of the Board of Directors
oversees the granting of all stock-based incentive awards.



In
December 2004, the Financial Accounting Standards Board issued SFAS No. 123(R) which supersedes APB Opinion No. 25 and requires an entity to measure the cost of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award, and recognize that cost over the service period. SFAS No. 123(R) is effective for the first annual period beginning after June 15, 2005 and, therefore, we began recognizing compensation
expense related to employee stock awards from and after January 1, 2006.



SFAS 123(R) requires us to measure compensation cost for stock awards at fair value and recognize compensation over the service period for awards expected to vest. The estimation of stock awards that will ultimately
vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating
awards expected to vest including type of awards, employee class, and our historical experience. Actual results, and future changes in estimates, may differ substantially from our current estimates.



We use the Black-Scholes option pricing model to determine the fair value of
our stock options. The determination of the fair value of stock-based awards using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. Changes in the input assumptions
can materially affect the fair value estimate of our stock options. Those assumptions include estimating; the expected volatility of the market price of our common stock over the expected term, the expected term of the award, the risk free interest
rate expected during the option term and the expected dividends to be paid.



We have reviewed each of these assumptions carefully and determined our best estimate for these variables. Of these assumptions, the expected volatility of our common stock is the most difficult to estimate since it
is based on expected performance of our common stock. We use the implied volatility of historical market prices for our common stock on the public stock market to estimate expected volatility. An increase in the expected volatility, expected term,
and risk free interest rate, all will cause an increase in compensation expense. The dividend yield on our common stock is assumed to be zero since we do not pay dividends and have no current plans to do so in the future.



For the year ended December 31, 2006 compensation expense of $4.3
million was recognized for stock options, RSUs and SARs, of which $2.8 million of stock option expense was as a result of the adoption of SFAS No. 123(R). Total remaining compensation estimated to be recognized over the remaining service
periods for these awards is $9.1 million. This compensation cost included estimation of expected forfeitures. Forfeiture estimations are based on analysis of historical forfeiture rates.



Accordingly, the adoption of SFAS No. 123(R)s fair value method
has had, and will continue to have, a significant impact on our results of operations. The continued impact of SFAS No. 123(R) will depend on levels of share-based awards granted in the future. In general, the annual stock-based compensation
expense is expected to decline in future years when compared to the expense reported in prior years in our pro forma stock-based compensation disclosures. This decline is primarily the result of a change in stock-based compensation strategy as
determined by management.



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In addition to ongoing recognition of stock-based compensation expense, we recognized a one-time
cumulative transition adjustment in the first quarter of 2006. A reduction of $32 thousand in compensation expense was made related to the effect of estimated forfeitures on outstanding awards. This adjustment was to record the cumulative effect of
a change in accounting principle, to reflect the compensation cost that would not have been recognized in prior periods had forfeitures been estimated during those periods. This adjustment applies only to compensation cost previously recognized in
fiscal 2005 related to RSUs and SARs awards granted in that year.





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RESULTS OF OPERATIONS



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



|                                                         |  |                         |    |  |       |   |  |       |  
|-------------------------------------------------------- |  | ----------------------- | -- |  | ----- | - |  | ----- | -
|                                                         |  | Year Ended December 31, |   
|                                                         |  | 2006                    |    |  | 2005  |   |  | 2004  |  
|Revenues:                                                |  |                         |    |  |       |   |  |       |  
|Product                                                  |  | 37.3                    | %  |  | 34.9  | % |  | 32.2  | %
|Services and maintenance                                 |  | 62.7                    |    |  | 65.1  |   |  | 67.8  |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Total revenues                                           |  | 100.0                   |    |  | 100.0 |   |  | 100.0 |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Cost of revenues:                                        |  |                         |    |  |       |   |  |       |  
|Product                                                  |  | 8.0                     |    |  | 5.2   |   |  | 4.6   |  
|Services and maintenance                                 |  | 30.8                    |    |  | 31.1  |   |  | 32.0  |  
|Amortization of purchased product rights                 |  | 1.1                     |    |  | 0.8   |   |  | 0.4   |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Total cost of revenues                                   |  | 39.9                    |    |  | 37.1  |   |  | 37.0  |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Gross profit                                             |  | 60.1                    |    |  | 62.9  |   |  | 63.0  |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Operating expenses:                                      |  |                         |    |  |       |   |  |       |  
|Sales and marketing                                      |  | 35.6                    |    |  | 29.1  |   |  | 28.9  |  
|Research and development                                 |  | 20.9                    |    |  | 16.7  |   |  | 19.0  |  
|General and administrative                               |  | 15.0                    |    |  | 11.8  |   |  | 13.8  |  
|Restructuring charges and adjustments                    |  | 2.9                     |    |  |      |   |  |      |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Total operating expenses                                 |  | 74.4                    |    |  | 57.6  |   |  | 61.7  |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Income (loss) from operations                            |  | (14.3                   | )  |  | 5.3   |   |  | 1.3   |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Other income (expense):                                  |  |                         |    |  |       |   |  |       |  
|Interest income                                          |  | 2.3                     |    |  | 2.4   |   |  | 1.4   |  
|Foreign exchange gain (loss)                             |  | (0.3                    | )  |  | (0.1  | ) |  | 0.5   |  
|Loss from equity investments                             |  | (0.5                    | )  |  | (0.8  | ) |  | (1.2  | )
|Gain on sale of asset                                    |  |                        |    |  | 0.2   |   |  |      |  
|Write-down of long-term strategic and equity investments |  | (3.2                    | )  |  |      |   |  |      |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Total other income (expense)                             |  | (1.6                    | )  |  | 1.7   |   |  | 0.7   |  
|                                                         |  |                         |    |  |       |   |  |       |  
|Income (loss) before income taxes                        |  | (15.9                   | )  |  | 7.0   |   |  | 2.0   |  
|Provision for income taxes                               |  | (0.3                    | )  |  | (0.5  | ) |  | (0.8  | )
|                                                         |  |                         |    |  |       |   |  |       |  
|Net income (loss)                                        |  | (16.2                   | )% |  | 6.5   | % |  | 1.2   | %
|                                                         |  |                         |    |  |       |   |  |       |  



YEARS ENDED DECEMBER
31, 2006, 2005 AND 2004



Revenues



Total Revenues



|                      |  |                         |      |                   |   |      |  |              |      |  |              |   |  |    |  
|--------------------- |  | ----------------------- | ---- | ----------------- | - | ---- |  | ------------ | ---- |  | ------------ | - |  | -- | -
|                      |  | Year Ended December 31, |      | Percentage change |  
|(millions)            |  | 2006                    |      | 2005              |   | 2004 |  | 2006 to 2005 |      |  | 2005 to 2004 |  
|North America         |  | $                       | 66.3 |                   | $ | 64.6 |  | $            | 63.6 |  | 3            | % |  | 2  | %
|Outside North America |  | $                       | 28.9 |                   | $ | 33.5 |  | $            | 27.4 |  | -14          | % |  | 22 | %
|                      |  |                         |      |                   |   |      |  |              |      |  |              |   |  |    |  
|Total                 |  | $                       | 95.2 |                   | $ | 98.1 |  | $            | 91.0 |  | -3           | % |  | 8  | %
|                      |  |                         |      |                   |   |      |  |              |      |  |              |   |  |    |  



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Total revenues in 2006 were $95.2 million, which represented a decrease of 3% from the $98.1 million of
total revenues in 2005, which in turn, represented an 8% increase from the $91.0 million of total revenues in 2004. Total revenues derived from North America of $66.3 million in 2006 represented an increase of 3% from the $64.6 million in 2005,
which in turn, represented a 2% increase from the $63.6 million in 2004. Total revenues derived from outside of North America of $28.9 million in 2006 represented a decrease of 14% from the $33.5 million in 2005, which in turn, represented a 22%
increase from the $27.4 million in 2004.



The decrease in total
revenues during 2006 compared to 2005, was driven primarily by decreased average deal size for product transactions, primarily outside of North America, and a shift in our product mix toward our emerging growth products, which includes
IdentityGuard, Boundary Messaging and Fraud Detection. While the higher volume of emerging growth product transactions worked to improve our product revenues in 2006, our overall revenues were impacted as these deals tend to carry less professional
services requirements. The overall decline for 2006 compared to 2005 was in part due to the extended government market. For 2006 extended government revenues in the United States were $17.2 million, representing an 11% decrease from $19.4 million in
2005, which in turn, was a 3% increase over 2004. The level of non-North American revenues has fluctuated from period to period and this trend is expected to continue for the foreseeable future.



We believe the significant increase in revenues outside of North America from
2004 to 2005, reflected the strength of our evolving product portfolio, distribution network, strong customer relationships and the quality of our support and services. The improvement outside North America in 2005 was experienced in both the
enterprise and government markets, while extended government revenues in the United States also grew to $19.4 million in 2005, representing a 3% increase over 2004.



In 2006, a single customer accounted for 15% of revenues, while one other customer accounted for 10% of revenues. In 2005
and 2004 only one customer in each period accounted for 10% of revenues. The United States and Canadian governments represented 25%, 27% and 26% of total revenues in 2006, 2005 and 2004, respectively, when including revenues sold through resellers
to the government end users. However, direct sales to the United States and Canadian governments represented only 18%, 15% and 16% of total revenues in 2006, 2005 and 2004, respectively.



We eliminate intercompany profits on revenue transactions with unconsolidated subsidiaries that are accounted for under the
equity method to the extent of our ownership interest in that related party, if the product and/or services have not been sold through to an unrelated third party end-user customer. During 2005 and 2004, we sold product and services to Asia Digital
Media with a fair value of $763 thousand and $1.3 million, respectively, which after intercompany profit eliminations related to our direct and indirect ownership at 2005 and 2004 of approximately 27% and 25%, respectively, was recognized as $667
thousand and $1.1 million of net revenues, respectively. We had no revenues from Asia Digital Media in 2006.



Product Revenues



|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|---------------------------- |  | ----------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | -- | -
|                             |  | Year Ended December 31, |      |   | Percentage change |  
|(millions)                   |  | 2006                    |      |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|North America                |  | $                       | 24.1 |   |                   | $ | 18.8 |      |  | $ | 17.8         |   |  | 28           | % |  | 6  | %
|Outside North America        |  | $                       | 11.4 |   |                   | $ | 15.4 |      |  | $ | 11.5         |   |  | -26          | % |  | 34 | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|Total                        |  | $                       | 35.5 |   |                   | $ | 34.2 |      |  | $ | 29.3         |   |  | 4            | % |  | 17 | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|Percentage of total revenues |  |                         | 37   | % |                   |   | 35   | %    |  |   | 32           | % |  |              |   |  |    |  



Product revenues of
$35.5 million in 2006 represented an increase of 4% from the $34.2 million in 2005, which in turn, represented an increase of 17% from the $29.3 million in 2004. These revenues represented 37%, 35% and 32% of total revenues in 2006, 2005 and 2004,
respectively.

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The increase in product revenues for 2006 when compared to 2005 is primarily due to our emerging growth
products; namely IdentityGuard, Boundary Messaging and Fraud Detection, which benefited from the addition of Business Signatures in the second half of the year. This trend was also helped by resurgence in our PKI products in the last quarter of
2006. Sales of these products have grown to represent 27% of total product revenues in 2006, an increase of 186% from 2005. Our new products first gained traction in 2005, with revenue from our target areas of IdentityGuard, Secure Gateway Messaging
and device certificates accounting for over 11% of total product revenues in that year, which underpinned our total product revenue growth of 17% from 2004, particularly outside of North America. As a result, we have experienced higher product
transaction closure rates.



Highlighting this trend, our
product revenue transactions (a product revenue transaction is defined as a product sale in excess of $10 thousand) grew to 324 in 2006, up from 292 in 2005, or an 11% increase, which in turn was up from 232 product revenue transactions in 2004, or
an increase of 26%. This growth in 2006 was the result of an improvement in the closure rate for deals under $500 thousand, despite our difficulty in closing deals over a million dollars, closing just three product deals in excess of one million
dollars in 2006, compared to five in 2005. In addition, the revenues generated from government customers were down in 2006, representing 39% of product revenues compared to 55% in 2005, mainly due to a reduction in large government PKI deals in
2006. New project purchases remain subject to governmental budgetary constraints, particularly in the United States, so that these revenues will fluctuate from period to period. Our new customer count remained flat from 2005 to 2006, while it grew
by 150% in 2005 compared to 2004. The average product revenue transaction size decreased from $99 thousand in 2005 to $89 thousand in 2006, or a decrease of 10%, after the average product revenue transaction size decreased from $103 thousand in
2004. This downward trend in transaction size is due to a shift in our product mix toward our lower cost emerging growth products. In general, the top-five average quarterly product revenue transactions as a percentage of total revenues declined
from 16% and 15% in 2004 and 2005, respectively, to 14% in 2006. This decrease in average product revenue transaction size and the decline in the top-five average product revenue transactions are consistent with our expectations, due to the
increased level of product transactions and improved volume of transactions involving new products. Product revenues as a percentage of total revenues increased in 2006 when compared to 2005 and 2004, due to a stronger demand for products, relative
to the demand for services.



Services and Maintenance
Revenues



|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|---------------------------- |  | ----------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | -- | -
|                             |  | Year Ended December 31, |      |   | Percentage change |  
|(millions)                   |  | 2006                    |      |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|North America                |  | $                       | 42.2 |   |                   | $ | 45.8 |      |  | $ | 45.8         |   |  | -8           | % |  | 0  | %
|Outside North America        |  | $                       | 17.5 |   |                   | $ | 18.1 |      |  | $ | 15.9         |   |  | -3           | % |  | 14 | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|Total                        |  | $                       | 59.7 |   |                   | $ | 63.9 |      |  | $ | 61.7         |   |  | -7           | % |  | 4  | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|Percentage of total revenues |  |                         | 63   | % |                   |   | 65   | %    |  |   | 68           | % |  |              |   |  |    |  



Services and
maintenance revenues of $59.7 million in 2006 represented a decrease of 7% from the $63.9 million in 2005, which in turn, represented an increase of 4% from the $61.7 million in 2004. These revenues represented 63%, 65% and 68% of total revenues in
2006, 2005 and 2004, respectively. The decrease in services and maintenance revenues for 2006 compared to 2005 is due to a shift in demand to our emerging growth products, which require less professional services to implement, deploy and integrate,
than our PKI and single sign-on solutions. Also, third party hardware revenues were significantly lower in 2006 compared to 2005, because of a significant hardware order of $1.1 million, which bolstered services revenues in 2005. We have also
experienced lower Canadian government professional services revenues in 2006 and a shift in services that has accompanied our growth in U.S. channel partners revenues. Services and maintenance revenues as a percentage of total revenues for
2006 decreased compared to 2005 due to improvement in product revenues combined with a decrease in services and maintenance revenues.



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The improved revenue for 2005 was primarily due to a $2.2 million growth in support and maintenance
revenues when compared to 2004, largely as a result of the addition of Entrust Japan in late 2004. Also, we believed this support revenue performance reflected the value our products provided to our customers globally, the increasing customer
deployment of our solutions and the level of service quality that our support and maintenance team delivered. In addition, we had been fulfilling our customers deployment needs to a greater degree in 2005 in conjunction with partners, as our
solutions had become easier to deploy and consequently, we saw an increase in services revenue over 2004 driven by increased third party services and hardware revenue globally. The decrease in services and maintenance revenues as a percentage of
total revenues in 2005 compared to 2004 reflected the shift in the mix of revenues from services and maintenance revenues to product, largely due to the strength of demand for our products offerings relative to the demand for services and
maintenance business.



Expenses



Total Expenses



|                             |  |                         |       |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  
|---------------------------- |  | ----------------------- | ----- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | - | -
|                             |  | Year Ended December 31, |       |   | Percentage change |  
|(millions)                   |  | 2006                    |       |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|Total expenses               |  | $                       | 108.8 |   |                   | $ | 93.0 |      |  | $ | 89.8         |   |  | 17           | % |  | 4 | %
|                             |  |                         |       |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  
|Percentage of total revenues |  |                         | 114   | % |                   |   | 95   | %    |  |   | 99           | % |  |              |   |  |   |  



Total expenses consist
of costs of revenues associated with products and services and maintenance, amortization of purchased products rights and operating expenses associated with sales and marketing, research and development, general and administrative and restructuring
charges and adjustments. Total expenses of $108.8 million in 2006 represented an increase of 17% from $93.0 million in 2005. This increase from 2005 to 2006 was due primarily to the impact of additional costs associated with stock option
compensation, increased headcount primarily due to acquisitions, marketing programs, outside professional services, amortization of purchased intangible assets, an unfavorable shift in foreign exchange between the United States and Canadian dollars,
a provision recorded against accounts receivable balances with one of our European distributors, and an adjustment to our restructuring accruals of $2.8 million related to our excess Santa Clara facility, offset by lower facility depreciation costs
for leasehold improvements at our Ottawa facility and lower third party hardware expenses. As of December 31, 2006, we had 503 full-time employees globally, compared to 475 full-time employees at December 31, 2005.



Total expenses of $93.0 million in 2005 represented an increase of 4% from
$89.8 million in 2004. This increase from 2004 to 2005 was due primarily to the impact of royalties for third party technology that is embedded in our solutions of $1.4 million, incremental cost of $1.7 million in 2005 related to the acquisition of
Entrust Japan in September 2004 and an unfavorable foreign exchange impact of $3.1 million principally between the United States and Canadian dollars. However, offsetting these expense increases was headcount reductions from 2004 to 2005. In
addition, 2004 benefited from the recovery of bad debts in the amount of $1.6 million related to the collection of a long outstanding receivable. As of December 31, 2005, we had 475 full-time employees globally, compared to 491 full-time
employees at December 31, 2004.



Cost of Revenues



Cost of Product Revenues



|                               |  |                         |     |   |                   |   |     |      |  |   |              |   |  |              |   |  |    |  
|------------------------------ |  | ----------------------- | --- | - | ----------------- | - | --- | ---- |  | - | ------------ | - |  | ------------ | - |  | -- | -
|                               |  | Year Ended December 31, |     |   | Percentage change |  
|(millions)                     |  | 2006                    |     |   | 2005              |   |     | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|Cost of product revenues       |  | $                       | 7.6 |   |                   | $ | 5.2 |      |  | $ | 4.1          |   |  | 46           | % |  | 27 | %
|                               |  |                         |     |   |                   |   |     |      |  |   |              |   |  |              |   |  |    |  
|Percentage of product revenues |  |                         | 21  | % |                   |   | 15  | %    |  |   | 14           | % |  |              |   |  |    |  



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Cost of product revenues consists primarily of costs associated with product media, documentation,
packaging and royalties to third-party software vendors. Cost of product revenues was $7.6 million in 2006, $5.2 million in 2005 and $4.1 million in 2004, representing 21%, 15% and 14% of product revenues for the respective years. The increase in
the cost of product revenues in absolute dollars and as a percentage of product revenues of 46% from 2005 to 2006 is primarily attributable to several large product revenue transactions that carried third-party software royalties in 2006. We expect
that this trend will continue in the immediate future.



The
increase in cost of product revenues in absolute dollars and as a percentage of product revenues of 27% from 2004 to 2005 was primarily due to the product mix, which included more third party products and therefore, increased royalties. The mix of
third-party products and the relative gross margins achieved with respect to these products may vary from period to period and from transaction to transaction and, consequently, our gross margins and results of operations could be adversely
affected.



Cost of Services and Maintenance Revenues



|                                                |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  
|----------------------------------------------- |  | ----------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | - | -
|                                                |  | Year Ended December 31, |      |   | Percentage change |  
|(millions)                                      |  | 2006                    |      |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|Cost of services and maintenance revenues       |  | $                       | 29.3 |   |                   | $ | 30.5 |      |  | $ | 29.1         |   |  | -4           | % |  | 5 | %
|                                                |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  
|Percentage of services and maintenance revenues |  |                         | 49   | % |                   |   | 48   | %    |  |   | 47           | % |  |              |   |  |   |  



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 was
$29.3 million for 2006, which represented a 4% decrease from $30.5 million for 2005, which in turn, represented an increase of 5% from $29.1 million in 2004. Cost of services and maintenance revenues represented 31%, 31% and 32% of total revenues
for each of the respective years.



|                              |  |                         |      |   |              |    
|----------------------------- |  | ----------------------- | ---- | - | ------------ | ---
|                              |  | Year over year change  
|                              |  | Year Ended December 31,
|(millions)                    |  | 2005 to 2006            |      |   | 2004 to 2005
|Staff related costs           |  | $                       | 0.7  |   |              | 0.2
|Outside professional services |  |                         | (0.2 | ) |              | 0.5
|Third party hardware          |  |                         | (0.6 | ) |              | 0.7
|Facilities related costs      |  |                         | (1.1 | ) |              |   
|                              |  |                         |      |   |              |    
|Total                         |  | $                       | (1.2 | ) |              | 1.4
|                              |  |                         |      |   |              |    



The decrease in the
cost of services and maintenance revenues in absolute dollars for 2006 when compared to 2005, can be attributed primarily to the reduced facilities related costs due to lower depreciation on our Ottawa facility, reduced third party hardware expenses
and reduced other outside service costs. The third party hardware costs were much higher in 2005 because of a significant hardware order from a customer during that year. The increased staff related costs from 2005 to 2006 are primarily related to
stock option compensation expenses and increased compensation costs associated with existing resources. The average number of employees on our services and maintenance teams decreased by 2% overall, from 2005 to 2006 in response to the decline in
demand for consulting and integration services, despite the increased resources added as a result of the acquisition of Orion in June 2006 and Business Signatures in July 2006. Services and maintenance expenses as a percentage of total revenues were
consistent between 2006 and 2005, which was the net result of lower overall services and maintenance expenses accounting for a one-percentage point decrease in the services and maintenance expenses as a percentage of total revenues, while the lower
total revenues in 2006 resulted in a one-percentage point increase, compared to 2005.



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##### Table of Contents

Cost of services and maintenance revenues in absolute dollars for 2005 increased when compared to 2004,
due to the effect of increased costs associated with third party hardware and royalty maintenance fees of $0.7 million. Also, we increased our investment in our support and maintenance and professional services teams by $0.7 million in 2005
principally due to the acquisition of Entrust Japan in September 2004. The decrease in the cost of services and maintenance revenues as a percentage of total revenues in 2005 compared to 2004 is primarily due to improved overall revenues, resulting
in a three-percentage point decrease in the cost of services and maintenance revenues as a percentage of total revenues. This was offset by the shift in the mix of services and maintenance revenues toward third party services and hardware, which are
lower margin revenues, and increased spending on Entrust Japan service operations.



Services and maintenance gross profit as a percentage of services and maintenance revenues was 51% for 2006, 52% for 2005 and 53% for 2004. The decrease in services and maintenance gross profit as a percentage of
services and maintenance revenues in 2006, compared to 2005, was primarily attributable to lower professional services revenues, particularly in Canada, which accounted for the two-percentage point decrease, partly offset by a one-percentage point
increase due to improved support and maintenance margins in 2006 compared to 2005.



The decrease in services and maintenance gross profit as a percentage of services and maintenance revenues for 2005, compared to 2004, was primarily due to the net impact of declined North American professional
services margins as a result of lower utilization of available professional services resources and a greater volume of lower margin third party services and hardware revenues, meaning higher relative costs associated with professional services in
light of this revenue performance. This accounted for a two-percentage point decrease in the services and maintenance gross profit as a percentage of services and maintenance revenues for 2005, when compared to 2004. However, support and maintenance
margins improved due to higher revenues from strong past renewals in 2005, which resulted in an offsetting one-percentage point increase in the services and maintenance gross profit as a percentage of services and maintenance revenues in 2005 when
compared to 2004, despite the increased investment in this team.



We plan to continue to optimize the utilization of existing professional services resources, while addressing incremental customer opportunities that may arise with the help of partners and other sub-contractors, until an investment in
additional full-time resources is justifiable. This may have an adverse impact on the gross profit for services and maintenance, as the gross profit realized by using partners and sub-contractors is generally lower. The mix and volume of services
and maintenance revenues may vary from period to period and from transaction to transaction, which will also affect our gross margins and results of operations.



Operating Expenses



Operating ExpensesSales and Marketing



|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  
|---------------------------- |  | ----------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | - | -
|                             |  | Year Ended December 31, |      |   | Percentage change |  
|(millions)                   |  | 2006                    |      |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|Sales and marketing          |  | $                       | 33.9 |   |                   | $ | 28.5 |      |  | $ | 26.3         |   |  | 19           | % |  | 8 | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  
|Percentage of total revenues |  |                         | 36   | % |                   |   | 29   | %    |  |   | 29           | % |  |              |   |  |   |  
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |   |  



Sales and marketing
expenses increased 19% to $33.9 million in 2006 from $28.5 million in 2005, which in turn, represented an 8% increase from $26.3 million in 2004. These expenses represented 36%, 29% and 29% of total revenues in the respective years.



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|                                                |  |                         |   |  |              |  
|----------------------------------------------- |  | ----------------------- | - |  | ------------ | -
|                                                |  | Year over year change   |  
|                                                |  | Year Ended December 31, |  
|(millions)                                      |  | 2005 to 2006            |   |  | 2004 to 2005 |  
|Staff related costs (including travel expenses) |  | 2.8                     |   |  |             |  
|Outside professional services                   |  | 0.5                     |   |  |             |  
|Marketing programs                              |  | 1.1                     |   |  | 0.7          |  
|Facilities related costs                        |  | (0.9                    | ) |  | (0.1         | )
|Amortization of purchased intangibles           |  | 0.4                     |   |  | 0.1          |  
|Allowance for doubtful accounts                 |  | 1.5                     |   |  | 1.5          |  
|                                                |  |                         |   |  |              |  
|Total                                           |  | 5.4                     |   |  | 2.2          |  
|                                                |  |                         |   |  |              |  



The increase in sales
and marketing expenses for 2006 when compared to 2005 was primarily due to higher staff related costs, purchased intangibles amortization associated with the Business Signatures acquisition and increased spending on marketing programs due to higher
advertising expenses, focused on generating awareness of our brand and FFIEC solutions. In addition, we recorded increases in our bad debt provision of $1.0 million in 2006, against accounts receivable balances, primarily related to one of our
European distributors, compared to $0.4 million of net bad debt recoveries in 2005. Sales and marketing headcount increased 30% when compared to one year ago, increasing related salaries and benefits expense by $2.8 million for 2006 when compared to
2005. These increases were partially offset by lower facility related costs, because the leasehold improvements associated with our Ottawa facility reached the point of being fully depreciated late in 2005. The increase in sales and marketing
expenses as a percentage of total revenues for 2006 compared to 2005 reflects the higher expenses in 2006, which resulted in a five-percentage point increase in 2006. This effect was magnified for 2006, by a two-percentage point increase in sales
and marketing expenses as a percentage of total revenues due to lower total revenues when compared to 2005.



The increase in absolute dollars for 2005, when compared to 2004, was due mainly to reduced costs in 2004 as a result of the collection of long
outstanding receivables during 2004, which netted an approximate $1.5 million in recoveries and was recorded as a reduction in selling and marketing expenses in 2004. Also, we increased our marketing program expenditures by $0.7 million in 2005 when
compared to 2004. Sales and marketing expenses as a percentage of total revenues for 2005 were consistent with 2004. This was a result of the net effect of increased expenses being offset by increased revenues compared to 2004. The lower expenses in
2004 accounted for a two-percentage point increase in sales and marketing expenses as a percentage of total revenues in 2005. This effect was offset by a two-percentage point decrease in sales and marketing expenses as a percentage of total revenues
due to improved revenue achievement in 2005 compared to 2004.



We intend to continue to focus on improving the productivity of the sales and marketing teams. As planned we added additional sales coverage, which should allow us to better execute on the opportunities we are seeing in both in the United
States and abroad. We will continue to focus on our channels, with a view to providing the executive team time to focus on strategically growing the business. However, we believe it is necessary for us to continue to make significant investments in
sales and marketing to support the launch of new products, services and marketing programs by maintaining our strategy of (a) investing in hiring and training our sales force in anticipation of future market growth, and (b) investing in
marketing efforts in support of new product launches. We believe it is necessary to invest in marketing programs that will improve the awareness and understanding of information security governance, and we will continue to invest in marketing toward
that goal. Failure to make such investments could have a significant adverse effect on our operations. While we are focused on marketing programs and revenue-generating opportunities to increase software revenues, there can be no assurances that
these initiatives will be successful.



During 2006, the
provision for doubtful accounts increased by $1.0 million due primarily to a provision recorded related to accounts receivable balances with one of our European distributors. During 2005, the allowance for doubtful accounts decreased from $1.0
million to $0.5 million primarily as a result of a reduction



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in the allowance because of the improvement in our accounts receivable aging in 2005, principally due to collection of a long outstanding receivable, which
had been fully provided for in fiscal 2003. During 2004, the allowance for doubtful accounts decreased $3.0 million to $1.0 million primarily as a result of a reduction in the allowance because of the significant improvement in our accounts
receivable aging in 2004 and collection of two long outstanding receivables. We recorded a net bad debt recovery of $1.3 million in the first quarter of 2004, after providing for the settlement costs related to the recovered bad debt and recording a
provision for other aged receivables. In addition, the allowance was reduced for a second bad debt recovery during 2004 of $0.6 million. Generally, we experienced effective cash collections throughout 2006, 2005 and 2004.



Operating ExpensesResearch and Development



|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|---------------------------- |  | ----------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | -- | -
|                             |  | Year Ended December 31, |      |   | Percentage change |  
|(millions)                   |  | 2006                    |      |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|Research and development     |  | $                       | 19.9 |   |                   | $ | 16.4 |      |  | $ | 17.3         |   |  | 21           | % |  | -5 | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|Percentage of total revenues |  |                         | 21   | % |                   |   | 17   | %    |  |   | 19           | % |  |              |   |  |    |  



Research and
development expenses increased 21% to $19.9 million in 2006 from $16.4 million in 2005, which in turn, decreased 5% from $17.3 million in 2004. These expenses represented 21%, 17% and 19% of total revenues in the respective years.



|                              |  |                         |   |  |              |  
|----------------------------- |  | ----------------------- | - |  | ------------ | -
|                              |  | Year over year change   |  
|                              |  | Year Ended December 31, |  
|(millions)                    |  | 2005 to 2006            |   |  | 2004 to 2005 |  
|Staff related costs           |  | 3.3                     |   |  | (1.1         | )
|Outside professional services |  | 1.1                     |   |  | 0.3          |  
|Facilities related costs      |  | (0.9                    | ) |  | (0.1         | )
|                              |  |                         |   |  |              |  
|Total                         |  | 3.5                     |   |  | (0.9         | )
|                              |  |                         |   |  |              |  



The increase in
research and development expenses for 2006 when compared to 2005 was primarily due to higher staff related costs and increased spending on outside professional contractors, as a result of the Business Signatures acquisition. Also, the unfavorable
shift in the exchange rates between Canada and the U.S., resulted in increased costs of $1.0 million for 2006 when compared to 2005, since the majority of these research and development expenses are denominated in Canadian dollars. In addition,
staff-related costs were higher due to the recognition of stock option expenses in 2006. These increases were partially offset by lower depreciation costs associated with our Ottawa facility. The increase in research and development expenses as a
percentage of total revenues for 2006, compared to 2005, reflects the higher expenses in 2006, which resulted in a three-percentage point increase in 2006. This effect was magnified by a one-percentage point increase in research and development
expenses as a percentage of total revenues due to lower total revenues for 2006 when compared to 2005.



The decrease in research and development expenses for 2005, compared to 2004, was due mainly to continued management discipline in this area, with reduced
spending for 2005 of approximately $1.9 million, offset by the unfavorable shift in the exchange rate between Canada and the U.S. for the period that increased reported expenses by $1.0 million. Research and development expenses as a percentage of
total revenues for 2005 decreased compared to 2004, primarily due to a two-percentage point decrease as a result of reduced spending, offset by a one-percentage point increase due the unfavorable shift in exchange rates in 2005. In addition, the
improved revenues in 2005 accounted for a one-percentage point decrease in these expenses as a percentage of total revenues.



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We believe that we must continue to maintain our investment in research and development in order to
protect our technological leadership position, software quality and security assurance leadership. We therefore expect that research and development expenses may have to increase in the future.



Operating ExpensesGeneral and Administrative



|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|---------------------------- |  | ----------------------- | ---- | - | ----------------- | - | ---- | ---- |  | - | ------------ | - |  | ------------ | - |  | -- | -
|                             |  | Year Ended December 31, |      |   | Percentage change |  
|(millions)                   |  | 2006                    |      |   | 2005              |   |      | 2004 |  |   | 2006 to 2005 |   |  | 2005 to 2004 |  
|General and administrative   |  | $                       | 14.3 |   |                   | $ | 11.5 |      |  | $ | 12.6         |   |  | 24           | % |  | -9 | %
|                             |  |                         |      |   |                   |   |      |      |  |   |              |   |  |              |   |  |    |  
|Percentage of total revenues |  |                         | 15   | % |                   |   | 12   | %    |  |   | 14           | % |  |              |   |  |    |  



General and
administrative expenses increased 24% to $14.3 million in 2006 from $11.5 million in 2005, which in turn, decreased 9% from $12.6 million in 2004. These expenses represented 15%, 12% and 14% of total revenues in the respective years.



|                              |  |                         |   |  |              |  
|----------------------------- |  | ----------------------- | - |  | ------------ | -
|                              |  | Year over year change   |  
|                              |  | Year Ended December 31, |  
|(millions)                    |  | 2005 to 2006            |   |  | 2004 to 2005 |  
|Staff related costs           |  | 2.1                     |   |  | (0.6         | )
|Outside professional services |  | 0.8                     |   |  | (0.3         | )
|Facilities related costs      |  | (0.1                    | ) |  | (0.2         | )
|                              |  |                         |   |  |              |  
|Total                         |  | 2.8                     |   |  | (1.1         | )
|                              |  |                         |   |  |              |  



The increase in
staff-related costs in absolute dollars in 2006 compared to 2005 was primarily due to deferred compensation plan costs and stock-based compensation expenses recognized under SFAS No. 123(R), as well as incremental reported costs resulting from
the unfavorable shift in the exchange rates between Canada and the U.S. Also, additional legal expenses were incurred in connection with a patent infringement claim initiated by us early in 2006, which was the primary cause of the increase in
outside professional services in 2006. General and administrative expenses as a percentage of total revenues increased for 2006 compared to 2005, due mainly to the increase in recorded expenses, which accounted for a two-percentage point increase.
This effect was magnified by a one-percentage point increase in general and administrative expenses as a percentage of total revenues due to lower total revenues in 2006 when compared to 2005.



The decline in general and administrative expenses in absolute dollars for
2005 compared to 2004 was due to the effect of continued management discipline in this area, with net savings of $1.1 million, despite increased expenses of $1.4 million from 2004 related to the inclusion of a full year of Entrust Japan expenses.
General and administrative expenses as a percentage of total revenues decreased in 2005 compared to 2004. This is due to the net reduction in spending and improved revenue achievement during 2005. The net reduction in spending resulted in a
one-percentage point decrease in general and administrative expenses as a percentage of total revenues from 2004 to 2005, while the increase in total revenues resulted in an additional decrease of one-percentage point, as these expenses include a
high degree of fixed costs.



We continue to explore
opportunities to gain additional efficiencies in our administrative processes and to contain expenses in these functional areas.



Amortization of Purchased Product Rights and Other Purchased Intangibles



Amortization of purchased product rights was $1.1 million for 2006, compared to $802 thousand and $384 thousand for 2005 and
2004, respectively. These costs are related to the developed technology purchased in connection with the acquisitions of Business Signatures in 2006, as well as the acquisition of certain business assets from AmikaNow! during 2004. This expense was
recorded as a component of cost of revenues.



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Amortization of other purchased intangibles totaled $569 thousand for 2006, compared to $75 thousand for
2005. These costs are related to the customer/partner relationships and non-competition agreement assets purchased in connection with the acquisitions of Orion and Business Signatures in 2006, as well as the acquisition of certain business assets
from AmikaNow! during 2004. Of this expense, $479 thousand was recorded as a component of sales and marketing expenses for 2006, while $90 thousand was recorded as a component of cost of services and maintenance revenues for 2006.



Restructuring Charges and Adjustments



During 2006, we made adjustments to increase the restructuring charges that
we had previously recorded related to the June 2001 restructuring plan with respect to our Santa Clara, California facility. The current sublease was scheduled to end in December 2006. Although we had been monitoring the sublet market on an on-going
basis, we had received an extension offer and had begun preparations for placing the facility on the market. These events caused us to revisit our estimated sublease recoveries at that time. We concluded that we needed to increase the restructuring
charges that we had previously recorded related to our June 2001 restructuring plan by a further $2.9 million in the first quarter of fiscal 2006 to reflect a change in our projected sublet lease recoveries as evidenced by the market for leased
facilities in that region. Subsequently, in the second quarter of 2006, we made a further adjustment to decrease the restructuring charges that we had previously recorded related to the June 2001 restructuring plan with respect to our Santa Clara,
California facility by $130 thousand, to reflect the fact that the building sublease was extended with the current subtenant to March 31, 2011 and the corresponding expected sublet lease recoveries. These adjustments were charged to the
restructuring charges line in the condensed consolidated statement of operations.



Write-down of Long-term Strategic and Equity Investments



We recorded non-cash charges in the first quarter of 2006 related to the impairment of long-term investments in Asia Digital Media and Ohana of $2.4
million and $659 thousand, respectively, as it was concluded that these investments had suffered an other than temporary decline in fair value.



Interest Income



Interest income was $2.2 million in 2006, compared to $2.4 million and $1.3 million in 2005 and 2004, respectively, representing 2%, 2% and 1% of total
revenues in the respective years. The decrease in investment income for 2006 compared to 2005 was due to the funds invested in the acquisition of Orion, Business Signatures and other long-term assets, despite improved interest rates on invested
funds compared to prior years. The increase in investment income from 2004 to 2005 reflected improved interest rates on funds invested, despite the reduced balance of funds invested as a result of amounts drawn down to fund cash flow from operations
and stock repurchases and to acquire long-lived assets during the period. The funds invested decreased to $22.5 million at December 31, 2006 from $82.5 million at December 31, 2005 and $99.3 million at December 31, 2004. However, the
rate of return on our marketable investments improved to approximately 5% for 2006 compared to approximately 3% for 2005 and 1% for 2004.



Gain on Sale of Asset



We recorded a gain on the sale of unused intellectual property assets during 2005 in the amount of $200 thousand. This type of sale is not expected to be
a recurring event.



Loss from Equity Investments



We recorded $445 thousand, $760 thousand and $367
thousand of losses, net of intercompany profit eliminations, related to our investments in Asia Digital Media in 2006, 2005 and 2004, respectively. We began accounting for this investment under the equity method of accounting in the fourth quarter
of 2004, since we had



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the potential to significantly influence its operations and management. In addition, we recorded $193 thousand of losses related to our investment in Ohana
in 2004, prior to the Ohana Restructuring.



We recorded $551
thousand of losses related to our investment in Entrust Japan for 2004. These losses represented our share of the operating losses of Entrust Japan on an equity accounting basis. Our investment in Entrust Japan was accounted for under the equity
method of accounting for investments in common stock until the acquisition on September 13, 2004 when we increased our investment from 37% to 99% of the outstanding voting stock in Entrust Japan. Since September 13, 2004, we have
consolidated the financial results of Entrust Japan in our financial statements.



Provision for Income Taxes



We recorded an income tax provision of $284 thousand in 2006, compared to $532 thousand in 2005 and $687 thousand in 2004. These provisions represent primarily the taxes payable in certain foreign jurisdictions. The
effective income tax rates differed from statutory rates primarily due to the impairment of long-term strategic investments, stock option expenses, purchased product rights, foreign research and development tax credits, as well as an adjustment of
the valuation allowance that has offset the tax benefits from the significant net operating loss and tax credit carry-forwards available.



QUARTERLY RESULTS OF OPERATIONS



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 canceled 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 customer 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. In these regards, 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.



The following tables set forth certain unaudited consolidated quarterly
statement of operations data for the eight quarters in the two-year period ended December 31, 2006, as well as such data expressed as a percentage of our total revenues for the periods indicated. These data have been derived from unaudited
consolidated financial statements that, in our opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such information when read in conjunction with our consolidated financial
statements and related notes appearing elsewhere in this Annual Report.



As a result of the adjustment to our restructuring accrual related to our California facility and the impairment of our investment in Asia Digital Media and Ohana recorded in the first quarter of 2006, our operating expenses and net loss
were higher in that quarter than in the subsequent quarters of 2006. The operating results for any quarter are not necessarily indicative of results for any future period.



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|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ------------- | - | ------ | ------------ |  | - | ------------ | - |  | ------------ | ------ | - | ------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | - |  | - | ------ | -
|                                                              |  | Quarter Ended                         |       
|                                                              |  | Dec. 31,2006                          |        |   | Sept. 30,2006 |   |        | June 30,2006 |  |   | Mar. 31,2006 |   |  | Dec. 31,2005 |        |   | Sept. 30,2005 |   |        | June 30,2005 |  |   | Mar. 31,2005 |  
|                                                              |  | (in thousands, except per share data) |       
|Statement of Operations Data:                                 |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Revenues:                                                     |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Product                                                       |  | $                                     | 12,733 |   |               | $ | 8,788  |              |  | $ | 7,388        |   |  | $            | 6,578  |   |               | $ | 9,081  |              |  | $ | 7,668        |   |  | $ | 9,400  |   |  | $ | 8,067  |  
|Services and maintenance                                      |  |                                       | 15,266 |   |               |   | 15,243 |              |  |   | 14,666       |   |  |              | 14,521 |   |               |   | 15,680 |              |  |   | 15,983       |   |  |   | 15,410 |   |  |   | 16,839 |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Total revenues                                                |  |                                       | 27,999 |   |               |   | 24,031 |              |  |   | 22,054       |   |  |              | 21,099 |   |               |   | 24,761 |              |  |   | 23,651       |   |  |   | 24,810 |   |  |   | 24,906 |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Cost of revenues:                                             |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Product                                                       |  |                                       | 3,159  |   |               |   | 1,246  |              |  |   | 1,230        |   |  |              | 1,944  |   |               |   | 1,753  |              |  |   | 1,420        |   |  |   | 1,009  |   |  |   | 971    |  
|Services and maintenance                                      |  |                                       | 7,579  |   |               |   | 7,252  |              |  |   | 7,407        |   |  |              | 7,041  |   |               |   | 6,990  |              |  |   | 7,291        |   |  |   | 7,503  |   |  |   | 8,711  |  
|Amortization of purchased product rights                      |  |                                       | 337    |   |               |   | 319    |              |  |   | 212          |   |  |              | 207    |   |               |   | 202    |              |  |   | 215          |   |  |   | 190    |   |  |   | 195    |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Total cost of revenues                                        |  |                                       | 11,075 |   |               |   | 8,817  |              |  |   | 8,849        |   |  |              | 9,192  |   |               |   | 8,945  |              |  |   | 8,926        |   |  |   | 8,702  |   |  |   | 9,877  |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Gross profit                                                  |  |                                       | 16,924 |   |               |   | 15,214 |              |  |   | 13,205       |   |  |              | 11,907 |   |               |   | 15,816 |              |  |   | 14,725       |   |  |   | 16,108 |   |  |   | 15,029 |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Operating expenses:                                           |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Sales and marketing                                           |  |                                       | 9,457  |   |               |   | 9,710  |              |  |   | 7,208        |   |  |              | 7,513  |   |               |   | 7,054  |              |  |   | 6,709        |   |  |   | 7,577  |   |  |   | 7,194  |  
|Research and development                                      |  |                                       | 5,709  |   |               |   | 5,505  |              |  |   | 4,403        |   |  |              | 4,240  |   |               |   | 3,822  |              |  |   | 3,979        |   |  |   | 4,476  |   |  |   | 4,162  |  
|General and administrative                                    |  |                                       | 3,686  |   |               |   | 3,426  |              |  |   | 3,553        |   |  |              | 3,675  |   |               |   | 2,548  |              |  |   | 3,130        |   |  |   | 2,934  |   |  |   | 2,922  |  
|Restructuring charges and adjustments                         |  |                                       |       |   |               |   |       |              |  |   | (130         | ) |  |              | 2,895  |   |               |   |       |              |  |   |             |   |  |   |       |   |  |   |       |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Total operating expenses                                      |  |                                       | 18,852 |   |               |   | 18,641 |              |  |   | 15,034       |   |  |              | 18,323 |   |               |   | 13,424 |              |  |   | 13,818       |   |  |   | 14,987 |   |  |   | 14,278 |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Income (loss) from operations                                 |  |                                       | (1,928 | ) |               |   | (3,427 | )            |  |   | (1,829       | ) |  |              | (6,416 | ) |               |   | 2,392  |              |  |   | 907          |   |  |   | 1,121  |   |  |   | 751    |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Other income (expense):                                       |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Interest income                                               |  |                                       | 232    |   |               |   | 363    |              |  |   | 840          |   |  |              | 742    |   |               |   | 652    |              |  |   | 600          |   |  |   | 577    |   |  |   | 528    |  
|Foreign exchange gain (loss)                                  |  |                                       | 26     |   |               |   | (4     | )            |  |   | (63          | ) |  |              | (208   | ) |               |   | (38    | )            |  |   | (55          | ) |  |   | (58    | ) |  |   | 89     |  
|Loss from equity investments                                  |  |                                       | (101   | ) |               |   | (51    | )            |  |   | (122         | ) |  |              | (171   | ) |               |   | (99    | )            |  |   | (210         | ) |  |   | (221   | ) |  |   | (230   | )
|Gain on sale of asset                                         |  |                                       |       |   |               |   |       |              |  |   |             |   |  |              |       |   |               |   |       |              |  |   |             |   |  |   |       |   |  |   | 200    |  
|Write-down of long-term strategic and equity investments      |  |                                       |       |   |               |   |       |              |  |   |             |   |  |              | (3,016 | ) |               |   |       |              |  |   |             |   |  |   |       |   |  |   |       |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Total other income (expense)                                  |  |                                       | 157    |   |               |   | 308    |              |  |   | 655          |   |  |              | (2,653 | ) |               |   | 515    |              |  |   | 335          |   |  |   | 298    |   |  |   | 587    |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Income (loss) before income taxes                             |  |                                       | (1,771 | ) |               |   | (3,119 | )            |  |   | (1,174       | ) |  |              | (9,069 | ) |               |   | 2,907  |              |  |   | 1,242        |   |  |   | 1,419  |   |  |   | 1,338  |  
|Provision for (benefit from) income taxes                     |  |                                       | (25    | ) |               |   | 120    |              |  |   | 90           |   |  |              | 99     |   |               |   | (449   | )            |  |   | 286          |   |  |   | 321    |   |  |   | 374    |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Net income (loss)                                             |  | $                                     | (1,746 | ) |               | $ | (3,239 | )            |  | $ | (1,264       | ) |  | $            | (9,168 | ) |               | $ | 3,356  |              |  | $ | 956          |   |  | $ | 1,098  |   |  | $ | 964    |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Net income (loss) per share:                                  |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Basic                                                         |  | $                                     | (0.03  | ) |               | $ | (0.05  | )            |  | $ | (0.02        | ) |  | $            | (0.15  | ) |               | $ | 0.06   |              |  | $ | 0.02         |   |  | $ | 0.02   |   |  | $ | 0.02   |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Diluted                                                       |  | $                                     | (0.03  | ) |               | $ | (0.05  | )            |  | $ | (0.02        | ) |  | $            | (0.15  | ) |               | $ | 0.05   |              |  | $ | 0.02         |   |  | $ | 0.02   |   |  | $ | 0.02   |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Weighted average common shares used in per share computation: |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Basic                                                         |  |                                       | 60,064 |   |               |   | 59,907 |              |  |   | 59,741       |   |  |              | 59,895 |   |               |   | 59,949 |              |  |   | 59,974       |   |  |   | 61,123 |   |  |   | 62,291 |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  
|Diluted                                                       |  |                                       | 60,064 |   |               |   | 59,807 |              |  |   | 59,741       |   |  |              | 59,895 |   |               |   | 61,750 |              |  |   | 62,753       |   |  |   | 62,554 |   |  |   | 63,318 |  
|                                                              |  |                                       |        |   |               |   |        |              |  |   |              |   |  |              |        |   |               |   |        |              |  |   |              |   |  |   |        |   |  |   |        |  



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



|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|-------------------------------------------------------- |  | ------------- | -- |  | ------------- | -- |  | ------------ | -- |  | ------------ | -- |  | ------------ | - |  | ------------- | - |  | ------------ | - |  | ------------ | -
|                                                         |  | Quarter Ended |   
|                                                         |  | Dec. 31,2006  |    |  | Sept. 30,2006 |    |  | June 30,2006 |    |  | Mar. 31,2006 |    |  | Dec. 31,2005 |   |  | Sept. 30,2005 |   |  | June 30,2005 |   |  | Mar. 31,2005 |  
|Statement of Operations Data:                            |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Revenues:                                                |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Product                                                  |  | 45.5          | %  |  | 36.6          | %  |  | 33.5         | %  |  | 31.2         | %  |  | 36.7         | % |  | 32.4          | % |  | 37.9         | % |  | 32.4         | %
|Services and maintenance                                 |  | 54.5          |    |  | 63.4          |    |  | 66.5         |    |  | 68.8         |    |  | 63.3         |   |  | 67.6          |   |  | 62.1         |   |  | 67.6         |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Total revenues                                           |  | 100.0         |    |  | 100.0         |    |  | 100.0        |    |  | 100.0        |    |  | 100.0        |   |  | 100.0         |   |  | 100.0        |   |  | 100.0        |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Cost of revenues:                                        |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Product                                                  |  | 11.3          |    |  | 5.2           |    |  | 5.5          |    |  | 9.2          |    |  | 7.1          |   |  | 6.0           |   |  | 4.1          |   |  | 3.9          |  
|Services and maintenance                                 |  | 27.1          |    |  | 30.2          |    |  | 33.6         |    |  | 33.4         |    |  | 28.2         |   |  | 30.8          |   |  | 30.2         |   |  | 35.0         |  
|Amortization of purchased product rights                 |  | 1.2           |    |  | 1.3           |    |  | 1.0          |    |  | 1.0          |    |  | 0.8          |   |  | 0.9           |   |  | 0.8          |   |  | 0.8          |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Total cost of revenues                                   |  | 39.6          |    |  | 36.7          |    |  | 40.1         |    |  | 43.6         |    |  | 36.1         |   |  | 37.7          |   |  | 35.1         |   |  | 39.7         |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Gross profit                                             |  | 60.4          |    |  | 63.3          |    |  | 59.9         |    |  | 56.4         |    |  | 63.9         |   |  | 62.3          |   |  | 64.9         |   |  | 60.3         |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Operating expenses:                                      |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Sales and marketing                                      |  | 33.8          |    |  | 40.4          |    |  | 32.7         |    |  | 35.6         |    |  | 28.5         |   |  | 28.4          |   |  | 30.6         |   |  | 28.9         |  
|Research and development                                 |  | 20.4          |    |  | 22.9          |    |  | 20.0         |    |  | 20.1         |    |  | 15.4         |   |  | 16.8          |   |  | 18.0         |   |  | 16.7         |  
|General and administrative                               |  | 13.1          |    |  | 14.3          |    |  | 16.1         |    |  | 17.4         |    |  | 10.3         |   |  | 13.3          |   |  | 11.8         |   |  | 11.7         |  
|Restructuring charges and adjustments                    |  |              |    |  |              |    |  | (0.6         | )  |  | 13.7         |    |  |             |   |  |              |   |  |             |   |  |             |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Total operating expenses                                 |  | 67.3          |    |  | 77.6          |    |  | 68.2         |    |  | 86.8         |    |  | 54.2         |   |  | 58.5          |   |  | 60.4         |   |  | 57.3         |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Income (loss) from operations                            |  | (6.9          | )  |  | (14.3         | )  |  | (8.3         | )  |  | (30.4        | )  |  | 9.7          |   |  | 3.8           |   |  | 4.5          |   |  | 3.0          |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Other income (expense):                                  |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Interest income                                          |  | 0.8           |    |  | 1.5           |    |  | 3.8          |    |  | 3.5          |    |  | 2.6          |   |  | 2.5           |   |  | 2.3          |   |  | 2.1          |  
|Foreign exchange gain (loss)                             |  | 0.1           |    |  |              |    |  | (0.3         | )  |  | (1.0         | )  |  | (0.1         | ) |  | (0.2          | ) |  | (0.2         | ) |  | 0.4          |  
|Loss from equity investments                             |  | (0.3          | )  |  | (0.2          | )  |  | (0.5         | )  |  | (0.8         | )  |  | (0.4         | ) |  | (0.9          | ) |  | (0.9         | ) |  | (0.9         | )
|Gain on sale of asset                                    |  |              |    |  |              |    |  |             |    |  |             |    |  |             |   |  |              |   |  |             |   |  | 0.8          |  
|Write-down of long-term strategic and equity investments |  |              |    |  |              |    |  |             |    |  | (14.3        | )  |  |             |   |  |              |   |  |             |   |  |             |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Total other income (expense)                             |  | 0.6           |    |  | 1.3           |    |  | 3.0          |    |  | (12.6        | )  |  | 2.1          |   |  | 1.4           |   |  | 1.2          |   |  | 2.4          |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Income (loss) before income taxes                        |  | (6.3          | )  |  | (13.0         | )  |  | (5.3         | )  |  | (43.0        | )  |  | 11.8         |   |  | 5.2           |   |  | 5.7          |   |  | 5.4          |  
|Provision for (benefit from) income taxes                |  | (0.1          | )  |  | 0.5           |    |  | 0.4          |    |  | 0.5          |    |  | (1.8         | ) |  | 1.2           |   |  | 1.3          |   |  | 1.5          |  
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  
|Net income (loss)                                        |  | (6.2          | )% |  | (13.5         | )% |  | (5.7         | )% |  | (43.5        | )% |  | 13.6         | % |  | 4.0           | % |  | 4.4          | % |  | 3.9          | %
|                                                         |  |               |    |  |               |    |  |              |    |  |              |    |  |              |   |  |               |   |  |              |   |  |              |  





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LIQUIDITY AND CAPITAL RESOURCES



We generated $4.3 million of cash in operating activities during 2006. This cash inflow was primarily a result of a decrease
in accounts receivable of $0.3 million, an increase in deferred revenue of $0.6 million, an increase in accounts payable and accrued liabilities of $5.6 million, and a decrease in prepaid expenses and other receivables of $2.1 million, partially
offset by cash outflows resulting from a net loss after adjusting for non-cash charges of $2.9 million, and a decrease in accrued restructuring charges of $1.4 million. Our average days sales outstanding at December 31, 2006 was 68 days, which
represents an improvement from the 74 days that we reported at December 31, 2005. The overall decrease in days sales outstanding from December 31, 2005 was mainly due to improved in-quarter collections due to improved sales linearity
compared to the fourth quarter of 2005, combined with an increase in the allowance for doubtful accounts from the previous year. For purposes of calculating average days sales outstanding, we divide ending accounts receivable by the applicable
quarters revenues and multiply this amount by 90 days. The level of accounts receivable at each quarter end is 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.



Any increase or decrease in our accounts receivable balance and days sales outstanding will affect our cash flow from operations and liquidity. Our
accounts receivable and days sales outstanding may increase due to changes in factors such as the timing of when sales are invoiced and the length of customers payment cycle. Generally, international and indirect customers pay at a slower rate
than domestic and direct customers, so that an increase in revenue generated from international and indirect customers may increase our days sales outstanding and accounts receivable balance. We have observed an increase in the length of our
customers payment cycles, which may result in higher accounts receivable balances, and could expose us to greater general credit risks with our customers and increased bad debt expense.



During 2006, we used $43.5 million of our cash related to investing
activities. Cash provided by net reductions in our marketable investments in the amount of $19.9 million was offset by the investment of $8.8 million in the acquisition of Orion, $50.2 million in the acquisition of Business Signatures, $1.3 million
in property and equipment, primarily for computer hardware upgrades throughout our organization and $3.1 million in other long-term assets related to capitalized software and training video development costs.



We used cash of $0.9 million in financing activities during 2006 primarily
for the repurchase of our Common stock in the amount of $2.5 million and $0.6 million to repay long term liabilities, offset by $2.2 million of cash provided by the issuance of Common stock, of which $1.5 million related to the exercise of employee
stock options.



As of December 31, 2006, our cash, cash
equivalents and marketable investments in the amount of $22.5 million provided our principal sources of liquidity. Overall, we used $60.0 million in cash, cash equivalents and marketable investments during 2006. Although we continue to target
operating profitability, based on sustainable revenue and operating expense structures, we estimate that we may continue to use cash in fiscal 2007 to satisfy the obligations provided for under our restructuring program. However, if operating losses
continue to occur, then cash, cash equivalents and marketable investments will be negatively affected.



On July 29, 2002, we announced that our Board of Directors had authorized us to repurchase up to an aggregate of 7,000,000 shares of our Common
stock. The program has subsequently been extended three times, most recently on July 22, 2005 when the Board of Directors authorized a further extension of this stock repurchase program to permit the purchase of up to 10,000,000 shares of our
Common stock through December 15, 2006. This quantity of Common shares was in addition to the 6,928,640 shares of our Common stock already purchased under the stock repurchase program through June 30, 2005. As a result of this
programs expiration on December 15, 2006 without extension, it is not expected that this program will have any implications for our cash flow for the foreseeable future.



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During 2006, we repurchased 703,000 shares of our Common stock for a total cash outlay of $2.5 million at
an average price of $3.58, including commissions paid to brokers. As of December 31, 2006, we had repurchased 8,530,124 of the authorized 16,928,640 shares of our common stock under this program, for a total cash outlay of $33.6 million, at an
average price of $3.94 per share, including commissions paid to brokers.



While there can be no assurance as to the extent of usage of liquid resources in future periods, we believe that our cash flows from operations and existing cash, cash equivalents and marketable investments will be
sufficient to meet our needs for at least the next twelve months.



In terms of long-term liquidity requirements, we will need to fund the $24.5 million of accrued restructuring charges at December 31, 2006 through fiscal 2011, as detailed below. This amount is net of expected sublet recoveries on
restructured facilities of $11.6 million. The lease obligations included in these accrued restructuring charges are disclosed in the table of contractual commitments below. In addition, we expect to spend approximately $2.0 million per year on
capital expenditures, primarily for computer equipment needed to replace existing equipment that is coming to the end of its useful life, a significant portion of which are expected to be procured under operating leases.



We believe that our existing cash, cash equivalents and marketable
investments, as well as future operating cash flows, will be sufficient to fund these long-term requirements.



We have commitments that will expire at various times through 2015. We lease administrative and sales offices and certain property and equipment under
non-cancelable operating leases that will expire at various dates to 2015. A summary of our contractual commitments at December 31, 2006 is as follows:



|                                                            |  |                                               |        |                 |   |          |  |          |        |                  |   |       |  |   |      
|----------------------------------------------------------- |  | --------------------------------------------- | ------ | --------------- | - | -------- |  | -------- | ------ | ---------------- | - | ----- |  | - | -----
|                                                            |  | As of December 31, 2006 Payment Due by Period
|                                                            |  | Total                                         |        | Less than1 Year |   | 1-3Years |  | 3-5Years |        | More than5 Years
|                                                            |  | (in thousands)                               
|Operating lease obligations  currently utilized facilities |  | $                                             | 21,412 |                 | $ | 3,669    |  | $        | 7,625  |                  | $ | 3,807 |  | $ | 6,311
|Operating lease obligations  restructured facilities       |  |                                               | 30,034 |                 |   | 6,673    |  |          | 20,401 |                  |   | 2,960 |  |   |     
|Guaranteed payments to AmikaNow!                            |  |                                               | 623    |                 |   | 623      |  |          |       |                  |   |      |  |   |     
|2005 Entrust Deferred Incentive and Retention Bonus Plan    |  |                                               | 980    |                 |   | 784      |  |          | 196    |                  |   |      |  |   |     
|Other commitments                                           |  |                                               | 562    |                 |   | 562      |  |          |       |                  |   |      |  |   |     
|                                                            |  |                                               |        |                 |   |          |  |          |        |                  |   |       |  |   |      
|Total                                                       |  | $                                             | 53,611 |                 | $ | 12,311   |  | $        | 28,222 |                  | $ | 6,767 |  | $ | 6,311
|                                                            |  |                                               |        |                 |   |          |  |          |        |                  |   |       |  |   |      



In addition to the
lease commitments included above, we have provided letters of credit totaling $3.3 million as security deposits in connection with certain office leases.



The 2005 Entrust Deferred Incentive and Retention Bonus Plan (the Deferred Plan) was adopted by the Compensation Committee of the Board of
Directors on November 7, 2005. The primary objective of the Deferred Plan is to attract and retain valued employees by remunerating selected executives and other key employees with cash awards based on the contribution of the individual
employee. During the first quarter of 2006, we granted awards to employees under the plan that potentially could result in payments of $1.6 million over the subsequent two years, assuming that all employees receiving the awards remain employed with
us for the entire two year vesting period of the awards. Of this amount, it was estimated that, as of December 31, 2006, $980 thousand was remaining to be paid out under this plan.



Other commitments include financing arrangements entered into for the purpose of funding annual insurance premiums, with a
remaining balance at December 31, 2006 of $562 thousand, to be paid during fiscal 2007.



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In the ordinary course of business, we enter into standard indemnification agreements with our business
partners and customers. Pursuant to these agreements, we agree to modify, repair or replace the product, pay royalties for a right to use, defend and reimburse the indemnified party for actual damages awarded by a court against the indemnified party
for an intellectual property infringement claim by a third party with respect to our products and services, and indemnify for property damage that may be caused in connection with consulting services performed at a customer site by our employees or
our subcontractors. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. We have general and umbrella
insurance policies that generally enable us to recover a portion of any amounts paid. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of
these agreements is minimal. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2006.



We generally warrant for ninety days from delivery to a customer that our software products will perform free from material errors that prevent
performance in accordance with user documentation. Additionally, we warrant that our consulting services will be performed consistent with generally accepted industry standards including other warranties. We have only incurred nominal expense under
our product or service warranties. As a result, we believe the estimated fair value of our obligations under these agreements is minimal. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2006.



We have entered into employment and executive retention agreements with
certain employees and executive officers, which, among other things, include certain severance and change of control provisions. We have also entered into agreements whereby we indemnify our officers and directors for certain events or occurrences
while the officer or director is, or was, serving at our request in such capacity.



RECENTLY ISSUED ACCOUNTING STANDARDS



In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, (FIN No. 48), which
clarifies the accounting for uncertainty in tax positions. FIN No. 48 requires that we recognize in our financial statements, the impact of a tax position, if that position is more likely than not of not being sustained on audit, based on the
technical merits of the position. FIN No. 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The provisions of FIN No. 48 will be
effective for us as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We expect that the adoption of FIN No. 48 will not have a
material impact on our consolidated financial position and results of operations or cash flows.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which establishes a framework for measuring fair value
under other accounting pronouncements that require fair value measurements and expands disclosures about such measurements. SFAS No. 157 does not require any new fair value measurements, but rather it creates a consistent method for calculating
fair value measurements to address non-comparability of financial statements containing fair value measurements utilizing different definitions of fair value. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007. We do not anticipate that the adoption of SFAS No. 157 will have a significant impact on our consolidated financial position, results of operations or cash flows.



On February 15, 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115, to reduce earnings volatility caused by related assets and liabilities measured differently under GAAP. SFAS
No. 159 allows all entities to make an irrevocable instrument-by-instrument election to measure eligible items at fair value in their entirety. In addition,



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unrealized gains and losses will be reported in earnings at each reporting date. SFAS No. 159 also establishes presentation and disclosure requirements
that focus on providing information about the impact of electing the fair value option. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, concurrent with the adoption of SFAS
No. 157. We do not anticipate that the adoption of SFAS No. 159 will have a significant impact on our consolidated financial position, results of operations or cash flows.



From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted
by us as of the specified effective date. Unless otherwise discussed, our management believes that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements upon
adoption.



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ITEM 7A.    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.



The following table presents the cash,
cash equivalents and marketable investments that we held at December 31, 2006 and 2005, that would have been subject to interest rate risk, and the related ranges of maturities as of those dates:



|                                                            |  |                   |       |                   |   |            |  |           |   |                |   |           |  |            |        |           |   |       |  |   |     |  |   |  
|----------------------------------------------------------- |  | ----------------- | ----- | ----------------- | - | ---------- |  | --------- | - | -------------- | - | --------- |  | ---------- | ------ | --------- | - | ----- |  | - | --- |  | - | -
|                                                            |  | December 31, 2006 |       | December 31, 2005
|                                                            |  | Maturity          |       | Maturity         
|                                                            |  | Within3 Months    |       | 3-6Months         |   | 6-12Months |  | >12Months |   | Within3 Months |   | 3-6Months |  | 6-12Months |        | >12Months
|                                                            |  | (in thousands)   
|Investments classified as cash and cash equivalents         |  | $                 | 3,447 |                   | $ |           |  | $         |  |                | $ |          |  | $          | 37,983 |           | $ |      |  | $ |    |  | $ | 
|Investments classified as short-term marketable investments |  |                   | 2,639 |                   |   |           |  |           |  |                |   |          |  |            | 17,024 |           |   | 5,018 |  |   | 482 |  |   | 
|                                                            |  |                   |       |                   |   |            |  |           |   |                |   |           |  |            |        |           |   |       |  |   |     |  |   |  
|Total amortized cost                                        |  | $                 | 6,086 |                   | $ |           |  | $         |  |                | $ |          |  | $          | 55,007 |           | $ | 5,018 |  | $ | 482 |  | $ | 
|                                                            |  |                   |       |                   |   |            |  |           |   |                |   |           |  |            |        |           |   |       |  |   |     |  |   |  
|Fair Value                                                  |  | $                 | 6,085 |                   | $ |           |  | $         |  |                | $ |          |  | $          | 54,998 |           | $ | 5,014 |  | $ | 479 |  | $ | 
|                                                            |  |                   |       |                   |   |            |  |           |   |                |   |           |  |            |        |           |   |       |  |   |     |  |   |  



We try to manage this
risk by maintaining our cash, cash equivalents and marketable investments with high quality financial institutions and investment managers. As a result, we believe that our exposure to market risk related to interest rates is minimal. Our financial
instrument holdings at year-end were analyzed to determine their sensitivity to interest rate changes. The fair values of these instruments were determined by net present values. In this sensitivity analysis, we used the same change in interest rate
for all maturities. All other factors were held constant. If there were an adverse change in interest rates of 10%, the expected effect on net income related to our financial instruments would be less than $50 thousand.



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, the European Union and Japan. This exposure is not considered to be material with respect to the United Kingdom, European and Japanese operations due
to the fact that these operations are not significant. However, because a disproportionate amount of our expenses are denominated in Canadian dollars, through our Canadian operations, while our Canadian denominated revenue streams are cyclical, we
are exposed to exchange rate fluctuations in the Canadian dollar, and in particular, fluctuations between the U.S. and Canadian dollar. Therefore, a favorable change in the exchange rate for the Canadian subsidiary would result in higher revenues
when translated into U.S. dollars, but would also mean expenses would be higher in a corresponding fashion and to a greater degree.



Historically, we have not engaged in formal hedging activities, but we do periodically review the potential impact of this foreign exchange risk to ensure
that the risk of significant potential losses is minimized. However,



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as a significant portion of our expenses are incurred in Canadian dollars, our expense base increased by $2.9 million in 2006, when compared to 2005, due to
fluctuations in the exchange rate between the United States and Canadian dollars. Taking into account the effect of exchange rate fluctuations on reported Canadian revenues, the net effect on earnings was $0.6 million for 2006, when compared to
2005.



In the past, when advantageous, we have engaged in
forward contracts to purchase Canadian dollars, to cover exposures on Canadian subsidiarys expenses that are denominated in Canadian dollars, in an attempt to reduce earnings volatility that might result from fluctuations in the exchange rate
between the Canadian and U.S. dollar. We did not engage in any forward contracts to purchase Canadian dollars during the fourth quarter of 2006, and no previously purchased foreign exchange contracts had extended past September 30, 2006. We
currently have not engaged in any forward contracts to purchase Canadian dollars to cover exposures on expenses denominated in Canadian dollars in the first quarter of 2007 or future periods.



Risk Associated with Long-term Strategic Investments



We invested in several privately held companies in
2000 and 2001 for business and strategic alliance purposes, 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. As a result
of other than temporary declines in the net realizable value, these investments were fully impaired over the period from 2001 to 2003. Accordingly, there is no net book value remaining for these strategic investments as of December 31, 2006.



As a result of the Rescission Agreement discussed elsewhere in
this Annual Report, as of December 31, 2005, we held an investment in Ohana, in the amount of $750 thousand, representing approximately 14.3% of the issued common shares of Ohana. This investment is now accounted for under the cost method.
Ohana is in the start-up or development stage, and may lack the financial resources, licenses, technology and governmental approvals necessary to import, develop or offer for sale any commercial product or service. If the demand for Ohanas
products and services materializes slowly, to a minimum extent, or not at all in the relevant market, we could lose all or substantially all of our investment. We have recorded cumulative losses from our investment in Ohana of $750 thousand since
the fourth quarter of 2004.



During the first quarter of 2006,
we were informed of an Ohana re-financing, which coupled with the changes in the business outlook, led us to conclude that the expectations for Ohana had not materialized and an impairment charge was required to adjust the net carrying value of our
equity ownership. As a result, we recorded in the first quarter of fiscal 2006 an impairment of our investment in Ohana of $659 thousand. After this impairment, the remaining carrying value of our investment in Ohana at December 31, 2006 was
$91 thousand.



Risk Associated with Equity Investments



In total we have invested $3.7 million in Asia
Digital Media, representing an equity interest of approximately 44% in the issued common shares of Asia Digital Media at December 31, 2005. Asia Digital Media is a joint venture in the start-up or development stage, and may lack the financial
resources, licenses, technology and governmental approvals necessary to import, develop or offer for sale in China any commercial product or service. Asia Digital Media has built, integrated, tested, and demonstrated the end-to-end solution within a
lab environment and has put its first real subscribers into a live network as part of alpha trials. Asia Digital Media is currently working directly with cable operators and end users to refine its products for the market. If no such offerings are
developed due to insufficient financial resources, inability to license required third party intellectual property, technical problems, or a lack of necessary governmental approvals, we could lose all or substantially all of our investment. In
addition, if the demand for Asia Digital Medias products and services materializes slowly, to a minimum extent, or not at all in the relevant market, we could lose all or substantially all of our investment.



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We have recorded cumulative losses from our investment in Asia Digital Media of $1.1 million since the
investment in the fourth quarter of 2004. During the first quarter of 2006, we were informed of changes in our Chinese partners ability to invest in the second funding round of Asia Digital Media. This factor, among others, had significant
negative implications for Asia Digital Media. We concluded that expectations for Asia Digital Media had not materialized and an impairment charge was required to adjust the net carrying value of our equity ownership. As a result, we recorded in the
first quarter of fiscal 2006 an impairment of our investment in Asia Digital Media in the amount of $2.4 million. After this impairment, the remaining carrying value of our investment in Asia Digital Media at December 31, 2006 was $78 thousand.



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Our consolidated financial statements together with the related notes and the report of Grant Thornton LLP, an independent registered public accounting
firm, are set forth in the Index to Consolidated Financial Statements at Item 15 and incorporated herein by this reference.



Our Quarterly Results of Operations set forth in Item 7 is incorporated herein by reference.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



None.



ITEM 9A.    CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period,
our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934
and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



Changes in Internal Control Over Financial Reporting



There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fourth quarter of the fiscal year to which this report relates, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



Managements Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Item 15 of this Annual Report on Form 10-K and incorporated herein by this
reference.



ITEM 9B.    OTHER INFORMATION



None.



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PART III



Certain information required by Part III is omitted from this Annual Report as we intend to file our definitive Proxy Statement for our Annual Meeting
of Stockholders to be held on May 4, 2007, pursuant to Regulation 14A of the Securities Exchange Act of 1934, not later than 120 days after the end of the fiscal year covered by this Report, and certain information included in the Proxy
Statement is incorporated herein by reference.



ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



(a)    Executive Officers and Directors.    The information in the section entitled Executive
Officers and Directors of the Registrant in Part I hereof is incorporated herein by reference.



(b)    Directors.    The information in the section entitled Directors and Nominees for
Directors in the Proxy Statement is incorporated herein by reference.



The disclosure required by Item 405 of Regulation S-K is incorporated herein by reference to the section entitled Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy Statement.



The disclosure required by Item 406 of Regulation S-K,
relating to our Code of Business Conduct, is included under Item 1BusinessCorporate Information of this Annual Report and such information is incorporated herein by reference.



ITEM 11.    EXECUTIVE COMPENSATION



The information in the sections entitled Compensation of Executive Officers, Non-Employee Director Compensation and Compensation Committee Interlocks and Insider Participation in
the Proxy Statement is incorporated herein by reference.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The information in the sections entitled Security Ownership of Certain Beneficial Owners and Management and
Securities Authorized for Issuance Under Equity Compensation Plans in the Proxy Statement is incorporated herein by reference.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The information in the sections entitled Employment, Non-Competition, Retention and Separation Agreements and Certain Transactions
in the Proxy Statement is incorporated herein by reference.



ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES



The information regarding principal accounting fees and services in the section entitled Ratification of the Appointment of Independent Public
Accountants in the Proxy Statement is incorporated herein by reference.



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PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|    |  |                                                                                                                                                                                                                                                                                                                                        |  |     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|(a) |  | The following documents are filed as part of this Form 10-K:                                                                                                                                                                                                                                                                           |  |     
|    |  |                                                                                                                                                                                                                                                                                                                                       
|1.  |  | Consolidated Financial Statements and Managements Report on Internal Control over Financial Reporting.    The following consolidated financial statements of
Entrust, Inc. and the report of the management of Entrust, Inc. on internal control over financial reporting are filed as part of this Form 10-K on the pages indicated: |  |     
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                                                                                                                        |  | Page
|    |  | ENTRUST, INC.                                                                                                                                                                                                                                                                                                                          |  |     
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Managements Report on Internal Control over Financial Reporting                                                                                                                                                                                                                                                                       |  | F-1 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Reports of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                               |  | F-2 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Consolidated Balance Sheets as of December 31, 2006 and 2005                                                                                                                                                                                                                                                                           |  | F-4 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004                                                                                                                                                                                                                                             |  | F-5 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Consolidated Statements of Shareholders Equity and Comprehensive Income for the years ended December 31, 2006, 2005 and
2004                                                                                                                                                                                                          |  | F-6 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004                                                                                                                                                                                                                                             |  | F-7 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|    |  | Notes to Consolidated Financial Statements                                                                                                                                                                                                                                                                                             |  | F-8 
|    |  |                                                                                                                                                                                                                                                                                                                                       
|2.  |  | Financial Statement Schedule.    Schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial
statements or related notes.                                                                                                                                          |  |     
|    |  |                                                                                                                                                                                                                                                                                                                                       
|3.  |  | Exhibits.    The exhibits listed on the Exhibit Index immediately preceding such Exhibits are filed as part of this Annual Report on Form 10-K.                                                                                                                                                                                        |  |     



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



ENTRUST, INC. (Registrant)By:

/s/    F. WILLIAM
CONNERF. William Conner President, Chief Executive Officer and Chairman of the Board




Date: March 13, 2007



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



|                                                                          |  |                                                                                               
|------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Signature                                                                 |  | Title                                                                                         
|                                                                          | 
|/s/    F. WILLIAM
CONNERF. William Conner Date: March 13, 2007            |  | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)    
|                                                                          | 
|/s/    DAVID J. WAGNERDavid J. Wagner Date: March 13, 2007                |  | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|                                                                          | 
|/s/    BUTLER C. DERRICK ,
JR.Butler C. Derrick, Jr. Date: March 13, 2007 |  | Director                                                                                      
|                                                                          | 
|/s/    JERRY C. JONESJerry C. Jones Date: March 13, 2007                  |  | Director                                                                                      
|                                                                          | 
|/s/    MICHAEL P.
RESSNERMichael P. Ressner Date: March 13, 2007          |  | Director                                                                                      
|                                                                          | 
|/s/    DOUGLAS SCHLOSSDouglas Schloss Date: March 13, 2007                |  | Director                                                                                      
|                                                                          | 
|/s/    RAY W.
WASHBURNERay W. Washburne Date: March 13, 2007              |  | Director                                                                                      
|                                                                          | 
|/s/    TERDEMA USSERY
IITerdema Ussery II Date: March 13, 2007            |  | Director                                                                                      
|                                                                          | 
|/s/    MICHAEL E.
MCGRATHMichael E.
McGrath Date: March 13, 2007          |  | Director                                                                                      



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Managements Report on Internal Control over Financial Reporting



Management of Entrust, Inc., together with its consolidated subsidiaries (the Company), is responsible for establishing and maintaining
adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed under the supervision of the Companys principal executive and principal financial officers to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.



As of the end of the Companys 2006 fiscal year, management conducted an
assessment of the effectiveness of the Companys internal control over financial reporting based on the framework established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this assessment, management has determined that the Companys internal control over financial reporting as of December 31, 2006 is effective.



Our internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation
of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on our financial statements.



Managements assessment of the effectiveness of the Companys
internal control over financial reporting as of December 31, 2006 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report appearing on page F-2.



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and

Shareholders of Entrust, Inc.



We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Entrust, Inc. and subsidiaries maintained effective internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Entrust, Inc.s management
is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment
and an opinion on the effectiveness of Entrust, Inc.s internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.



A companys
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, managements assessment that Entrust, Inc. and
subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by COSO. Also
in our opinion, Entrust, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework
issued by COSO.



We have also audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Entrust, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations,
shareholders equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2006, and our report dated March 13, 2007, expressed an unqualified opinion on those financial statements.



/s/ GRANT THORNTON LLP



Dallas, Texas

March 13, 2007





F-2



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and

Shareholders of Entrust, Inc.



We have audited the accompanying consolidated balance sheets of Entrust, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related
consolidated statements of operations, shareholders equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



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



In our opinion, the financial statements referred
to above present fairly, in all material respects, the consolidated financial position of Entrust, Inc. and subsidiaries as of December 31, 2006 and 2005, and the consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.



As discussed in Note 13 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards
No. 123 (revised 2004), Share Based Payment, effective January 1, 2006.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Entrust, Inc. and subsidiaries internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2007
expressed an unqualified opinion on both managements assessment of Entrust, Inc.s internal control over financial reporting and on the effectiveness of Entrust, Inc.s internal control over financial reporting.



/s/ GRANT THORNTON LLP



Dallas, Texas

March 13, 2007





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##### Table of Contents

ENTRUST, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)



|                                                                                                                                             |  |              |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                             |  | December 31, |         
|                                                                                                                                             |  | 2006         |          |   | 2005 |  
|ASSETS                                                                                                                                       |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                              |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                    |  | $            | 19,888   |   |      | $ | 59,929   |  
|Short-term marketable investments                                                                                                            |  |              | 2,639    |   |      |   | 22,524   |  
|Accounts receivable (net of allowance for doubtful accounts of $1,470 in 2006 and $467 in 2005)                                              |  |              | 21,117   |   |      |   | 20,341   |  
|Prepaid expenses and other assets                                                                                                            |  |              | 2,904    |   |      |   | 4,782    |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                         |  |              | 46,548   |   |      |   | 107,576  |  
|Property and equipment, net                                                                                                                  |  |              | 2,721    |   |      |   | 2,677    |  
|Purchased product rights and other purchased intangibles, net                                                                                |  |              | 13,843   |   |      |   | 2,086    |  
|Goodwill                                                                                                                                     |  |              | 60,214   |   |      |   | 12,713   |  
|Long-term strategic and equity investments                                                                                                   |  |              | 169      |   |      |   | 3,630    |  
|Other long-term assets, net                                                                                                                  |  |              | 4,321    |   |      |   | 1,767    |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total assets                                                                                                                                 |  | $            | 127,816  |   |      | $ | 130,449  |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|                                                                                                                                             |  |             
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                         |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                                         |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                             |  | $            | 8,544    |   |      | $ | 7,223    |  
|Accrued liabilities                                                                                                                          |  |              | 11,724   |   |      |   | 6,411    |  
|Accrued restructuring charges, current portion                                                                                               |  |              | 5,217    |   |      |   | 3,552    |  
|Deferred revenue                                                                                                                             |  |              | 23,575   |   |      |   | 20,895   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                                    |  |              | 49,060   |   |      |   | 38,081   |  
|Accrued restructuring charges, long-term portion                                                                                             |  |              | 19,301   |   |      |   | 22,397   |  
|Other long-term liabilities                                                                                                                  |  |              | 231      |   |      |   | 859      |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total liabilities                                                                                                                            |  |              | 68,592   |   |      |   | 61,337   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Minority interest in subsidiary                                                                                                              |  |              | 4        |   |      |   | 4        |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Shareholders equity:                                                                                                                        |  |              |          |   |      |   |          |  
|Common stock, par value $0.01 per share; 60,161,720 and 59,954,551 issued and outstanding shares at December 31, 2006 and 2005,
respectively |  |              | 602      |   |      |   | 600      |  
|Additional paid-in capital                                                                                                                   |  |              | 765,140  |   |      |   | 762,279  |  
|Unearned compensation                                                                                                                        |  |              |         |   |      |   | (1,814   | )
|Accumulated deficit                                                                                                                          |  |              | (707,333 | ) |      |   | (691,916 | )
|Accumulated other comprehensive income (loss)                                                                                                |  |              | 811      |   |      |   | (41      | )
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total shareholders equity                                                                                                                   |  |              | 59,220   |   |      |   | 69,108   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total liabilities and shareholders equity                                                                                                   |  | $            | 127,816  |   |      | $ | 130,449  |  
|                                                                                                                                             |  |              |          |   |      |   |          |  



The accompanying notes
are an integral part of these financial statements



F-4



---

##### Table of Contents

ENTRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)



|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|-------------------------------------------------------------- |  | ----------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                               |  | Year Ended December 31, |           
|                                                               |  | 2006                    |            |   | 2005 |   |            | 2004 | 
|Revenues:                                                      |  |                         |            |   |      |   |            |      |  |   |            |  
|Product                                                        |  | $                       | 35,487     |   |      | $ | 34,216     |      |  | $ | 29,295     |  
|Services and maintenance                                       |  |                         | 59,696     |   |      |   | 63,912     |      |  |   | 61,662     |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total revenues                                                 |  |                         | 95,183     |   |      |   | 98,128     |      |  |   | 90,957     |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Cost of revenues:                                              |  |                         |            |   |      |   |            |      |  |   |            |  
|Product                                                        |  |                         | 7,579      |   |      |   | 5,153      |      |  |   | 4,149      |  
|Services and maintenance                                       |  |                         | 29,279     |   |      |   | 30,495     |      |  |   | 29,105     |  
|Amortization of purchased product rights                       |  |                         | 1,075      |   |      |   | 802        |      |  |   | 384        |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total cost of revenues                                         |  |                         | 37,933     |   |      |   | 36,450     |      |  |   | 33,638     |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Gross profit                                                   |  |                         | 57,250     |   |      |   | 61,678     |      |  |   | 57,319     |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Operating expenses:                                            |  |                         |            |   |      |   |            |      |  |   |            |  
|Sales and marketing                                            |  |                         | 33,888     |   |      |   | 28,534     |      |  |   | 26,322     |  
|Research and development                                       |  |                         | 19,857     |   |      |   | 16,439     |      |  |   | 17,266     |  
|General and administrative                                     |  |                         | 14,340     |   |      |   | 11,534     |      |  |   | 12,569     |  
|Restructuring charges and adjustments                          |  |                         | 2,765      |   |      |   |           |      |  |   |           |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total operating expenses                                       |  |                         | 70,850     |   |      |   | 56,507     |      |  |   | 56,157     |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Income (loss) from operations                                  |  |                         | (13,600    | ) |      |   | 5,171      |      |  |   | 1,162      |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Other income (expense):                                        |  |                         |            |   |      |   |            |      |  |   |            |  
|Interest income                                                |  |                         | 2,177      |   |      |   | 2,357      |      |  |   | 1,281      |  
|Foreign exchange gain (loss)                                   |  |                         | (249       | ) |      |   | (62        | )    |  |   | 433        |  
|Loss from equity investments                                   |  |                         | (445       | ) |      |   | (760       | )    |  |   | (1,111     | )
|Gain on sale of asset                                          |  |                         |           |   |      |   | 200        |      |  |   |           |  
|Write-down of long-term strategic and equity investments       |  |                         | (3,016     | ) |      |   |           |      |  |   |           |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total other income (expense)                                   |  |                         | (1,533     | ) |      |   | 1,735      |      |  |   | 603        |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Income (loss) before income taxes                              |  |                         | (15,133    | ) |      |   | 6,906      |      |  |   | 1,765      |  
|Provision for income taxes                                     |  |                         | 284        |   |      |   | 532        |      |  |   | 687        |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Net income (loss)                                              |  | $                       | (15,417    | ) |      | $ | 6,374      |      |  | $ | 1,078      |  
|                                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Net income (loss) per share:                                   |  |                         |            |   |      |   |            |      |  |   |            |  
|Basic                                                          |  | $                       | (0.26      | ) |      | $ | 0.10       |      |  | $ | 0.02       |  
|Diluted                                                        |  | $                       | (0.26      | ) |      | $ | 0.10       |      |  | $ | 0.02       |  
|Weighted average common shares used in per share computations: |  |                         |            |   |      |   |            |      |  |   |            |  
|Basic                                                          |  |                         | 59,876,809 |   |      |   | 60,834,203 |      |  |   | 62,976,281 |  
|Diluted                                                        |  |                         | 59,876,809 |   |      |   | 62,516,586 |      |  |   | 64,201,815 |  



The accompanying notes
are an integral part of these financial statements



F-5



---

##### Table of Contents

ENTRUST, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME

for the years ended
December 31, 2006, 2005 and 2004

(in thousands, except share data)



|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------ |  | ------------ | - |  | ------------------------ | --- | - | --------------------- | - | ------- | ------------------ |  | - | ------------------------------------------ | - |  | -------------------------- | -------- | - | ------------------------- | - | ---- | - |  | - | ------- | - |  | - | ------- | -
|                                                             |  | Common Stock |   |  | AdditionalPaid-InCapital |     |   | UnearnedCompen-sation |   |         | AccumulatedDeficit |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | Compre-hensiveIncome(Loss) |          |   | TotalShare-holdersEquity |  
|                                                             |  | Shares       |   |  | Amount                   |     |   |                       |   |         |                    | 
|Balances at January 1, 2004                                  |  | 63,593,188   |   |  | $                        | 636 |   |                       | $ | 779,339 |                    |  | $ | (51                                        | ) |  | $                          | (699,368 | ) |                           | $ | 116  |   |  |   |         |   |  | $ | 80,672  |  
|Unearned compensation amortized                              |  |             |   |  |                          |    |   |                       |   |        |                    |  |   | 64                                         |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 64      |  
|Common shares issued:                                        |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Stock option exercises                                       |  | 379,831      |   |  |                          | 4   |   |                       |   | 828     |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 832     |  
|Stock awards and restricted stock                            |  | 28,250       |   |  |                          |    |   |                       |   | 97      |                    |  |   | (97                                        | ) |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   |        |  
|Common shares repurchased and retired                        |  | (1,661,440   | ) |  |                          | (17 | ) |                       |   | (7,237  | )                  |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | (7,254  | )
|Comprehensive income:                                        |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Net income                                                   |  |             |   |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            | 1,078    |   |                           |   |     |   |  | $ | 1,078   |   |  |   | 1,078   |  
|Translation adjustment                                       |  |             |   |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            |         |   |                           |   | 602  |   |  |   | 602     |   |  |   | 602     |  
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Total comprehensive income                                   |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  | $ | 1,680   |   |  |   |         |  
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Balances at December 31, 2004                                |  | 62,339,829   |   |  |                          | 623 |   |                       |   | 773,027 |                    |  |   | (84                                        | ) |  |                            | (698,290 | ) |                           |   | 718  |   |  |   |         |   |  |   | 75,994  |  
|Unearned compensation related to equity compensation granted |  |             |   |  |                          |    |   |                       |   | 2,052   |                    |  |   | (2,052                                     | ) |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   |        |  
|Unearned compensation amortized                              |  |             |   |  |                          |    |   |                       |   |        |                    |  |   | 322                                        |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 322     |  
|Common shares issued:                                        |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Stock option exercises                                       |  | 1,551,956    |   |  |                          | 16  |   |                       |   | 5,061   |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 5,077   |  
|Cancellation of restricted stock award                       |  | (750         | ) |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   |        |  
|Common shares repurchased and retired                        |  | (3,936,484   | ) |  |                          | (39 | ) |                       |   | (17,861 | )                  |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | (17,900 | )
|Comprehensive income (loss):                                 |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Net income                                                   |  |             |   |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            | 6,374    |   |                           |   |     |   |  | $ | 6,374   |   |  |   | 6,374   |  
|Translation adjustment                                       |  |             |   |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            |         |   |                           |   | (759 | ) |  |   | (759    | ) |  |   | (759    | )
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Total comprehensive income                                   |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  | $ | 5,615   |   |  |   |         |  
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Balances at December 31, 2005                                |  | 59,954,551   |   |  | $                        | 600 |   |                       | $ | 762,279 |                    |  | $ | (1,814                                     | ) |  | $                          | (691,916 | ) |                           | $ | (41  | ) |  |   |         |   |  | $ | 69,108  |  
|Reclassification of unearned compensation                    |  |             |   |  |                          |    |   |                       |   | (1,814  | )                  |  |   | 1,814                                      |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   |        |  
|Compensation expense related to stock plans                  |  |             |   |  |                          |    |   |                       |   | 4,330   |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 4,330   |  
|Vested options assumed through acquisition                   |  |             |   |  |                          |    |   |                       |   | 722     |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 722     |  
|Common shares issued:                                        |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Stock option exercises                                       |  | 683,515      |   |  |                          | 7   |   |                       |   | 1,462   |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 1,469   |  
|Cash                                                         |  | 226,654      |   |  |                          | 2   |   |                       |   | 673     |                    |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | 675     |  
|Common shares repurchased and retired                        |  | (703,000     | ) |  |                          | (7  | ) |                       |   | (2,512  | )                  |  |   |                                           |   |  |                            |         |   |                           |   |     |   |  |   |         |   |  |   | (2,519  | )
|Comprehensive income (loss):                                 |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Net loss                                                     |  |             |   |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            | (15,417  | ) |                           |   |     |   |  | $ | (15,417 | ) |  |   | (15,417 | )
|Translation adjustment                                       |  |             |   |  |                          |    |   |                       |   |        |                    |  |   |                                           |   |  |                            |         |   |                           |   | 852  |   |  |   | 852     |   |  |   | 852     |  
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Total comprehensive loss                                     |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  | $ | (14,565 | ) |  |   |         |  
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  
|Balances at December 31, 2006                                |  | 60,161,720   |   |  | $                        | 602 |   |                       | $ | 765,140 |                    |  | $ |                                           |   |  | $                          | (707,333 | ) |                           | $ | 811  |   |  |   |         |   |  | $ | 59,220  |  
|                                                             |  |              |   |  |                          |     |   |                       |   |         |                    |  |   |                                            |   |  |                            |          |   |                           |   |      |   |  |   |         |   |  |   |         |  



The accompanying notes
are an integral part of these financial statements



F-6



---

##### Table of Contents

ENTRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                  |  | Year Ended December 31, |        
|                                                                  |  | 2006                    |         |   | 2005 |   |         | 2004 | 
|Operating activities:                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                 |  | $                       | (15,417 | ) |      | $ | 6,374   |      |  | $ | 1,078   |  
|Non-cash items in net income (loss):                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization                                     |  |                         | 3,727   |   |      |   | 5,598   |      |  |   | 5,382   |  
|Non-cash compensation expense related to stock plans              |  |                         | 4,330   |   |      |   | 322     |      |  |   | 64      |  
|Loss from equity investments                                      |  |                         | 445     |   |      |   | 760     |      |  |   | 1,111   |  
|Intercompany profit elimination                                   |  |                         |        |   |      |   | 96      |      |  |   |        |  
|Provision for (reduction in) allowance for doubtful accounts      |  |                         | 1,041   |   |      |   | (463    | )    |  |   | (1,936  | )
|Gain on sale of asset                                             |  |                         |        |   |      |   | (200    | )    |  |   |        |  
|Write-down of long-term strategic and equity investments          |  |                         | 3,016   |   |      |   |        |      |  |   |        |  
|Changes in operating assets and liabilities, net of acquisitions: |  |                         |         |   |      |   |         |      |  |   |         |  
|(Increase) decrease in accounts receivable                        |  |                         | 321     |   |      |   | (4,024  | )    |  |   | 5,322   |  
|Decrease in other receivables                                     |  |                         | 212     |   |      |   | 189     |      |  |   | 12      |  
|(Increase) decrease in prepaid expenses                           |  |                         | 1,881   |   |      |   | (1,182  | )    |  |   | (8      | )
|Increase (decrease) in accounts payable                           |  |                         | 440     |   |      |   | (394    | )    |  |   | 907     |  
|Increase (decrease) in accrued liabilities                        |  |                         | 5,130   |   |      |   | (1,955  | )    |  |   | (2,416  | )
|Decrease in accrued restructuring charges                         |  |                         | (1,431  | ) |      |   | (4,141  | )    |  |   | (5,336  | )
|Increase (decrease) in deferred revenue                           |  |                         | 644     |   |      |   | (2,490  | )    |  |   | 5,426   |  
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) operating activities               |  |                         | 4,339   |   |      |   | (1,510  | )    |  |   | 9,606   |  
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Investing activities:                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Purchases of marketable investments                               |  |                         | (12,767 | ) |      |   | (67,034 | )    |  |   | (73,040 | )
|Maturities of marketable investments                              |  |                         | 32,652  |   |      |   | 107,504 |      |  |   | 76,811  |  
|Purchases of property and equipment                               |  |                         | (1,258  | ) |      |   | (1,693  | )    |  |   | (1,526  | )
|Proceeds on sale of asset                                         |  |                         |        |   |      |   | 200     |      |  |   |        |  
|Additional long-term strategic and equity investments             |  |                         |        |   |      |   | (458    | )    |  |   | (3,938  | )
|Increase in other long-term assets                                |  |                         | (3,155  | ) |      |   | (701    | )    |  |   | (459    | )
|Purchase of businesses, net of cash acquired                      |  |                         | (58,997 | ) |      |   |        |      |  |   | (3,480  | )
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) investing activities               |  |                         | (43,525 | ) |      |   | 37,818  |      |  |   | (5,632  | )
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Financing activities:                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Repayment of long-term liabilities                                |  |                         | (570    | ) |      |   | (180    | )    |  |   |        |  
|Repurchase of common stock                                        |  |                         | (2,519  | ) |      |   | (17,900 | )    |  |   | (7,254  | )
|Increase in long term liabilities                                 |  |                         |        |   |      |   |        |      |  |   | 12      |  
|Proceeds from issuance of common stock                            |  |                         | 675     |   |      |   |        |      |  |   |        |  
|Proceeds from exercise of stock options                           |  |                         | 1,469   |   |      |   | 5,077   |      |  |   | 832     |  
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash used in financing activities                             |  |                         | (945    | ) |      |   | (13,003 | )    |  |   | (6,410  | )
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Effect of exchange rate changes on cash                           |  |                         | 90      |   |      |   | 299     |      |  |   | 858     |  
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Net increase (decrease) in cash and cash equivalents              |  |                         | (40,041 | ) |      |   | 23,604  |      |  |   | (1,578  | )
|Cash and cash equivalents at beginning of year                    |  |                         | 59,929  |   |      |   | 36,325  |      |  |   | 37,903  |  
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                          |  | $                       | 19,888  |   |      | $ | 59,929  |      |  | $ | 36,325  |  
|                                                                  |  |                         |         |   |      |   |         |      |  |   |         |  



The accompanying notes
are an integral part of these financial statements



F-7



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data, unless indicated
otherwise)



1.    Company Background



Entrust, Inc. and subsidiaries (the Company) is a global
provider of products that secure digital identities and information. Over 1,550 enterprises and government agencies in more than 60 countries use Entrust solutions to help secure the digital lives of their citizens, customers, employees and
partners. The Companys software and services can help customers achieve regulatory and corporate compliance, while helping to turn security challenges such as identity theft and e-mail security into business opportunities.



2.    Significant Accounting Policies



(a)    Consolidation



The consolidated financial statements of the Company include the accounts of
its wholly-owned subsidiaries, Entrust Limited in Canada, Entrust (Europe) Limited and enCommerce Limited in the U.K., Entrust GmbH in Germany, Entrust Technologies (Switzerland) GmbH in Switzerland, CygnaCom Solutions, Inc. (CygnaCom),
enCommerce, Inc. (enCommerce), Orion Security Solutions, Inc. (Orion) and Business Signatures Corporation (Business Signatures) in the U.S., Entrust s.a.r.l. in France and its majority-owned subsidiary, Entrust
Japan Co., Ltd. (Entrust Japan) in Japan. All intercompany transactions, profits and accounts are eliminated upon consolidation. Orion and Business Signatures were acquired during 2006 and, therefore, the results of operations of these
businesses have been consolidated since the respective dates of acquisition.



(b)    Translation of Foreign Currencies



The accounts of the Companys subsidiaries have been translated into U.S. dollars. Assets and liabilities have been translated at the exchange rates
in effect at the balance sheet date. Revenues, expenses and cash flow amounts are translated at average rates for the period. The resulting translation adjustments are included in other comprehensive income as a separate component of
shareholders equity. Gains and losses from foreign currency transactions are included in the determination of net income.



The Company is subject to foreign currency exchange risk in the form of exposures to changes in currency exchange rates between the United States and
Canada, the United Kingdom, the European Union and Japan. However, the Company transacts the majority of its international sales in U.S. dollars, except for Canada where the Company has both significant costs and revenues, which the Company believes
mitigates the potential impact of currency fluctuations. Management periodically reviews the potential financial impact of foreign currency risk and the Company will use derivative financial instruments to reduce foreign currency exposures when it
believes that the Company is subject to significant potential losses. The Company does not use derivative financial products for speculative purposes. There were no foreign currency instruments in place at December 31, 2006. The Company
currently has not engaged in any forward contracts to purchase Canadian dollars to cover exposures on expenses denominated in Canadian dollars for the first quarter of 2007 or future periods. The Company does not designate foreign currency forward
contracts as hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging. Accordingly, the changes in fair value of these undesignated freestanding foreign currency derivative instruments are recorded in other
income (expense) in the period of change.



(c)    Revenue Recognition



The Company generates revenues from licensing the rights to its software products to end-users and, to a lesser extent, from sublicense fees from resellers. The Company also generates revenues from consulting, training and post-contract
support, or maintenance, performed for customers who license its products. The



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



Company recognizes revenue in accordance with the provisions of the American Institute of Certified Public Accountants Statement of Position
(SOP) No. 97-2, Software Revenue Recognition, SOP No. 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions and related accounting guidance and
pronouncements.



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, the fees are fixed and determinable 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. This policy is applicable to all sales transactions, including sales to resellers and end user customers. The Company
is notified of a sale by a reseller to the end user customer in the same period that the product is delivered through to the end user customer. The Company does not offer a right of return on sales of its software products.



The Company is sometimes subject to fiscal funding clauses in its software
licensing transactions with the United States government and its agencies. Such clauses generally provide that the license is cancelable if the legislature or funding authority does not appropriate the funds necessary for the governmental unit to
fulfill its obligations under the licensing arrangement. In these circumstances, software licensing arrangements with governmental organizations containing a fiscal funding clause are evaluated to determine whether the uncertainty of a possible
license arrangement cancellation is remote. If the likelihood of cancellation is assessed as remote, then the software licensing arrangement is considered non-cancelable and the related software licensing revenue is recognized when all other revenue
recognition criteria have been met.



For arrangements involving
multiple elements, the Company allocates revenue to each component based on vendor-specific objective evidence of the fair value of the various elements. These elements may include two or more of the following: software licenses, maintenance and
support, consulting services and training. For arrangements where vendor-specific objective evidence is not available for a delivered element, the Company first allocates the arrangement fee to the undelivered elements based on the total fair value
of those undelivered elements, as indicated by vendor-specific objective evidence. This portion of the arrangement fee is deferred. Then the difference (residual) between the total arrangement fee and the amount deferred for the undelivered elements
is recognized as revenue related to the delivered elements. The Company attributes the discount offered in a multiple-element arrangement entirely to the delivered elements of the transaction, which are typically software licenses. Fair values for
the future maintenance and support services are based upon substantially similar sales of renewals of maintenance and support contracts to other customers. Fair value of future services, training or consulting services is based upon substantially
similar sales of these services to other customers. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple element arrangement, and therefore, the
Company would allocate the corresponding revenues among the various components, as described above.



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 services to other customers.
Revenues from the sale of Web server certificates are also recognized ratably over the term of the certificate, which is 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



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



deployment of the Companys products and do not include significant customization or development of the underlying software code. These services are not
essential to the functionality of the underlying software licensed to the customer.



The Company uses the percentage-of-completion method to account for fixed price custom development contracts. Under this method, the Company recognizes 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. There were no significant fixed
price custom development contracts in progress at December 31, 2006 and 2005. The Company also uses percentage-of-completion method to account for certain firm price consulting contracts.



(d)    Cost of Revenues



Cost of product includes the cost of product media, product packaging,
documentation, other production costs, third-party royalties, and amortization of capitalized software development costs.



Cost of services and maintenance consists primarily of salaries, benefits and allocated overhead costs related to consulting, training and customer
support personnel, as well as amounts paid to third-party consulting firms for those services.



Amortization of purchased product rights related to developed technology acquired from AmikaNow! Corporation (AmikaNow!) and Business Signatures is included as a component of cost of revenues.



(e)    Research and Development Costs



Research and development costs are expensed as
incurred. The Company has defined attainment of technological feasibility as completion of a working model. The period of time beginning with the establishment of a working model and ending when a product is offered for sale is typically very short.
Accordingly, costs eligible for capitalization have been insignificant. To date, the Company has not capitalized any internal software development costs but has capitalized certain costs of software development by third-party contractors.



(f)    Cash and Cash Equivalents and
Operating Facility



The Company considers all highly
liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains an operating credit facility with its host financial institution with available credit up to $5.0 million dollars for overdraft
protection purposes. As at December 31, 2006, the Company had not drawn from this credit facility.



(g)    Marketable and Other Investments



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 24 months. The Company has the intent and ability
to hold all of these investments until maturity. Therefore, all such investments are classified as held to maturity investments, and are stated at amortized cost. At December 31, 2006 and 2005, the amortized cost of the Companys held to
maturity investments approximated



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



fair value. Based on contractual maturities, these marketable investments are classified in either current assets or long-term assets.



The Company holds equity securities stated at cost, which represent long-term
investments in private companies made in 2000 and 2001 for business and strategic alliance purposes. The Companys ownership share in these companies ranges from 1% to 10% of the outstanding voting share capital. The Company monitors and
assesses the ongoing operating performance of the underlying companies for evidence of impairment. Since 2001, the Company has recorded impairments totaling $14,818 with respect to these investments as a result of other than temporary declines in
fair value. The strategic investments made in 2000 and 2001 had no net remaining carrying value at December 31, 2006 and 2005. In addition, the Company holds an investment recorded at cost in ADML Holdings, Ltd., and its affiliate, Ohana
Wireless, Inc. (collectively, Ohana), which at December 31, 2006 and 2005 represented approximately 14% of the voting share capital of Ohana. See note 4 for additional discussion.



The Company also holds an equity interest in Asia Digital Media, which at
December 31, 2006 and 2005 represented approximately 44% of the voting share capital of this company. This investment is accounted for by the Company using the equity method of accounting for investments in common stock. See note 5 for
additional discussion.



The Company recorded no revenues from
Asia Digital Media in 2006. Revenues recorded by the Company from Asia Digital Media represented less than 1% of total revenues in 2005



The Company did not generate any sales with any other companies in which it has made strategic equity investments recorded at cost in 2006 and 2005.



(h)    Accounts Receivable and Other
Current Receivables



Accounts receivable consist of
amounts arising from recognized revenues.



The Companys
customer base consists primarily of large, well-established companies or government agencies. Five customers accounted for approximately 22%, 36% and 31% of gross accounts receivable at December 31, 2006, 2005 and 2004, respectively. No
individual customer accounted for more than 10% of gross receivables at December 31, 2006, while one customer represented 17% and 10% of gross receivables at December 31, 2005 and 2004, respectively.



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



The Company performs ongoing credit evaluations of its customers and, generally, does not require
collateral from its customers to support accounts receivable. The Company maintains an allowance for doubtful accounts due to credit risk; to provide adequate protection against estimated losses resulting from the inability of customers to make
required payments. The Company bases its ongoing estimate of allowance for doubtful accounts primarily on the aging of balances in its accounts receivable, historical collection patterns and changes in the creditworthiness of its customers. Based
upon this analysis, the Company records an increase in the allowance for doubtful accounts when the prospect of collecting a specific account receivable becomes doubtful. The allowance for doubtful accounts is established based on the best
information available to the Company and is re-evaluated and adjusted as additional information is received. Accounts are written off against the allowance for doubtful accounts only when the Company has exhausted all economically feasible
collection alternatives, including legal action. The following table summarizes the changes in the allowance for doubtful accounts:



|                                                                                                          |  |              |       |   |      |   |      |      |  |   |        |  
|--------------------------------------------------------------------------------------------------------- |  | ------------ | ----- | - | ---- | - | ---- | ---- |  | - | ------ | -
|                                                                                                          |  | December 31, |      
|                                                                                                          |  | 2006         |       |   | 2005 |   |      | 2004 | 
|Allowance for doubtful accounts, beginning of year                                                        |  | $            | 467   |   |      | $ | 988  |      |  | $ | 4,032  |  
|Provision for (reduction in) allowance for doubtful accounts                                              |  |              | 1,041 |   |      |   | (463 | )    |  |   | (1,936 | )
|Reallocation to accrued liabilities to provide for costs associated with settlement agreement (see below) |  |              |      |   |      |   |     |      |  |   | (698   | )
|Amounts written-off, net of recoveries                                                                    |  |              | (38   | ) |      |   | (58  | )    |  |   | (410   | )
|                                                                                                          |  |              |       |   |      |   |      |      |  |   |        |  
|Allowance for doubtful accounts, end of year                                                              |  | $            | 1,470 |   |      | $ | 467  |      |  | $ | 988    |  
|                                                                                                          |  |              |       |   |      |   |      |      |  |   |        |  



During 2004, the
Company reached a settlement agreement on a significant and long outstanding receivable related to a license agreement executed in June 2000. This receivable had been completely provided for in fiscal 2001, because management determined that the
likelihood of non-collection was probable, despite the fact that the Company had undertaken all avenues of collection available to it, including litigation. As part of the process of pursuing collection through the court system, the Company entered
into settlement discussions with the customer. As a result of these discussions, a settlement was reached under which full payment of the original invoiced amount of approximately $2,000 was assured upon execution of a new agreement. In total, the
Company reduced its allowance for doubtful accounts by approximately $2,000 due to the settlement. As part of this settlement agreement, we also agreed to provide this customer with additional software products and professional services, the related
costs of which were provided for from the allowance for bad debts that had previously been set up against this receivable. These costs were estimated to be approximately $700 and were accrued upon the execution of the settlement agreement. The
remaining allowance in the amount of $1,300 was reversed against sales and marketing expenses in 2004 as a recovery of this bad debt, which accounted for the majority of the $1,936 of net reductions in the allowance for doubtful accounts in 2004.



During 2005, the Company collected $572 that had been
outstanding over 365 days and had previously been fully reserved. The balance of $572 was reversed against sales and marketing expense as a recovery of bad debt during that year. Although the Company has recently benefited from recovery of old
receivables, we do not currently anticipate any significant recoveries from the allowance for doubtful accounts in the near future.



Other current receivables include federal income tax and other tax refunds of $58 and $268 at December 31, 2006 and 2005, respectively. The balances
are included in other current assets.



(i)    Property and Equipment



Property and equipment is stated at cost. Depreciation is calculated generally using the straight-line method over the estimated useful lives of the assets. The expected useful lives of the furniture and fixtures,
computer and



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



telecom equipment and internal-use software is three to five years and the term of the facility lease for leasehold improvements.



Recoverability of property, equipment and other long-lived assets is
periodically reviewed for impairment on the basis of undiscounted cash flows. If the expected cash flows are less than the assets carrying value, the asset is written down to its fair value.



(j)    Goodwill, Purchased Product Rights and Other
Purchased Intangibles



Goodwill with a balance of
$60,214 and $12,713 at December 31, 2006 and 2005, respectively, is tested for impairment annually and also in the event of an impairment indicator. No impairment was required as a result of the annual impairment test as of December 31,
2006, 2005 and 2004.



Purchased product rights,
customer/partner relationships and non-competition agreements of key personnel of acquired companies are amortized using the straight-line method over their estimated useful lives, generally four to ten years. These assets are reviewed for
impairment whenever events indicate that their carrying amount may not be recoverable. In such reviews, the related expected undiscounted cash flows are compared with their carrying values to determine if a write-down to fair value is required.



During 2006, the Company recorded purchased product rights and
customer/partner relationships in the amount of $5,120 and $6,530, respectively, related to the acquisition of Business Signatures. Further, the Company recorded customer relationships and non-competition agreement assets of $960 and $769,
respectively, in connection with the acquisition of Orion in 2006. During 2004, the Company recorded purchased product rights and customer relationships in the amount of $2,608 and $174, respectively, related to the acquisition of AmikaNow!. In
addition, the Company recorded customer relationships of $242 in connection with the acquisition of Entrust Japan in 2004.



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



The primary components of the Companys acquisition-related intangible assets, including
goodwill, purchased product rights, customer relationships, and non-competition agreements are as follows:



|                                          |  |              |        |   |      |   |        |  
|----------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                          |  | December 31, |       
|                                          |  | 2006         |        |   | 2005 |  
|Goodwill:                                 |  |              |        |   |      |   |        |  
|Acquired related to Business Signatures   |  | $            | 40,621 |   |      | $ |       |  
|Acquired related to Orion                 |  |              | 6,880  |   |      |   |       |  
|Acquired related to AmikaNow!             |  |              | 1,178  |   |      |   | 1,178  |  
|Acquired related to Entrust Japan         |  |              | 672    |   |      |   | 672    |  
|Acquired related to CygnaCom              |  |              | 6,436  |   |      |   | 6,436  |  
|Acquired related to enCommerce            |  |              | 4,427  |   |      |   | 4,427  |  
|                                          |  |              |        |   |      |   |        |  
|Goodwill                                  |  | $            | 60,214 |   |      | $ | 12,713 |  
|                                          |  |              |        |   |      |   |        |  
|Customer/partner relationships:           |  |              |        |   |      |   |        |  
|Acquired related to Business Signatures   |  | $            | 6,530  |   |      | $ |       |  
|Acquired related to Orion                 |  |              | 960    |   |      |   |       |  
|Acquired related to AmikaNow!             |  |              | 174    |   |      |   | 174    |  
|Acquired related to Entrust Japan         |  |              | 242    |   |      |   | 242    |  
|Less: accumulated amortization            |  |              | (747   | ) |      |   | (195   | )
|Foreign exchange impact on carrying value |  |              | 25     |   |      |   | 25     |  
|                                          |  |              |        |   |      |   |        |  
|Customer/partner relationships, net       |  |              | 7,184  |   |      |   | 246    |  
|                                          |  |              |        |   |      |   |        |  
|Non-competition agreements:               |  |              |        |   |      |   |        |  
|Acquired related to Orion                 |  |              | 769    |   |      |   |       |  
|Less: accumulated amortization            |  |              | (90    | ) |      |   |       |  
|                                          |  |              |        |   |      |   |        |  
|Non-competition agreements, net           |  |              | 679    |   |      |   |       |  
|                                          |  |              |        |   |      |   |        |  
|Purchased product rights:                 |  |              |        |   |      |   |        |  
|Acquired related to Business Signatures   |  |              | 5,120  |   |      |   |       |  
|Acquired related to AmikaNow!             |  |              | 2,608  |   |      |   | 2,608  |  
|Less: accumulated amortization            |  |              | (2,126 | ) |      |   | (1,144 | )
|Foreign exchange impact on carrying value |  |              | 378    |   |      |   | 376    |  
|                                          |  |              |        |   |      |   |        |  
|Purchased product rights, net             |  |              | 5,980  |   |      |   | 1,840  |  
|                                          |  |              |        |   |      |   |        |  
|Total intangible assets, net              |  | $            | 13,843 |   |      | $ | 2,086  |  
|                                          |  |              |        |   |      |   |        |  



The Company expects to
record amortization related to these acquired intangible assets of $2,362 in 2007, $1,859 in 2008, $1,511 in 2009 and $1,511 in 2010 and 2011.



(k)    Other Long-Term Assets



Other long-term assets consist primarily of long-term rent deposits and capitalized software development costs. The capitalized costs of $3,821 and
$1,226 at December 31, 2006 and 2005, respectively, are amortized ratably as the underlying revenues are recognized on sales of capitalized software and are stated net of accumulated amortization of $1,223 and $1,677 at December 31, 2006
and 2005, respectively. The increase in capitalized software development costs is primarily due to the development of video based training, for both general security and Entrust specific solutions, for sale to the Companys customers. Other
long-term assets also include long-term rent deposits of $500 and $541 at December 31, 2006 and 2005, respectively.



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



(l)    Advertising Expense



Advertising costs are charged to expense as incurred and totaled $4,526,
$3,524 and $2,913 in 2006, 2005 and 2004, respectively.



(m)    Income Taxes



The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing
assets and liabilities for accounting purposes, and their respective tax bases. Deferred income tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in statutory tax rates is recognized in net income in the year of change. A valuation allowance is recorded for those deferred income tax
assets whose recoverability is not sufficiently likely. Valuation allowances are provided against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the timing of the temporary differences becoming deductible. The Company considers, among other available information, historical
earnings, scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and other matters in making this assessment.



(n)    Net Income (Loss) Per Share



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 when dilutive, options to purchase Common stock (including stock options, restricted stock units and stock appreciation rights) using the treasury stock method. The options to purchase Common stock are excluded from the computation of diluted
net income (loss) per share if their effect is antidilutive.



(o)    Financial Instruments and Concentration of Credit Risk



The carrying amounts of cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities approximate fair value
due to the short-term nature of these instruments. Marketable investments consist of publicly traded debt and equity securities. The amortized cost basis of publicly traded debt securities classified as held to maturity approximates fair value due
to the nature of these instruments, which generally have short-term maturities.



Financial instruments that potentially subject the Company to interest rate and credit risk consist principally of cash equivalents, marketable investments and accounts receivable. The Company has investment policies
that limit the amount of credit exposure to any one issuer and restrict placement of these investments to issuers evaluated as credit worthy. The Company maintains its cash equivalents and marketable investments with high quality financial
institutions and investment managers. The Company performs periodic reviews of the credit standing of its investments and the financial institutions managing those investments.



(p)    Recently Issued Accounting Pronouncements



In July 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109,(FIN No. 48), which clarifies the accounting for uncertainty in



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



tax positions. FIN No. 48 requires that the Company recognize in its financial statements, the impact of a tax position, if that position is more likely
than not of not being sustained on audit, based on the technical merits of the position. FIN No. 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income
taxes. The provisions of FIN No. 48 will be effective for the Company as of the beginning of its 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The
Company expects that the adoption of FIN No. 48 will not have a material impact on its consolidated financial position and results of operations or cash flows.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which establishes a
framework for measuring fair value under other accounting pronouncements that require fair value measurements and expands disclosures about such measurements. SFAS No. 157 does not require any new fair value measurements, but rather it creates
a consistent method for calculating fair value measurements to address non-comparability of financial statements containing fair value measurements utilizing different definitions of fair value. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 157 will have a significant impact on its consolidated financial position, results of operations or cash
flows.



On February 15, 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115, to reduce earnings volatility caused by related assets and liabilities measured differently
under GAAP. SFAS No. 159 allows all entities to make an irrevocable instrument-by-instrument election to measure eligible items at fair value in their entirety. In addition, unrealized gains and losses will be reported in earnings at each
reporting date. SFAS No. 159 also establishes presentation and disclosure requirements that focus on providing information about the impact of electing the fair value option. SFAS No. 159 is effective as of the beginning of the first
fiscal year that begins after November 15, 2007, concurrent with the adoption of SFAS No. 157. The Company does not anticipate that the adoption of SFAS No. 159 will have a significant impact on its consolidated financial position,
results of operations or cash flows.



From time to time, new
accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Companys management believes that the impact of recently
issued standards that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.



(q)    Use of Estimates



The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ significantly from those estimates.



3.    Acquisitions of Businesses



Orion



On
June 15, 2006, the Company completed the acquisition of all of the issued and outstanding shares of common stock of Orion, a Virginia corporation, pursuant to a stock purchase agreement dated as of June 15, 2006 (Stock Purchase
Agreement) among the Company, Orion, and the shareholders of Orion. The Company



F-16



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



acquired all of the common stock of Orion, a privately-held provider of public key infrastructure services to defense-related governmental agencies and other
customers, such as the Department of Defense, the United States Marine Corps and the National Security Agency and commercial companies in the healthcare industry, in exchange for $9,000 in cash and $135 in acquisition-related costs. The acquisition
was made in order to extend the Companys overall leadership in the United States government vertical, by further strengthening the Companys ability to provide identity and information security to the United States civilian government
agencies, adding key defense agencies to the Companys customer base. Although, the Company intends to continue Orions business substantially in the manner conducted by Orion immediately prior to the acquisition, it plans to integrate the
business into Entrust Cygnacom, a wholly owned subsidiary of the Company, located in McLean, Virginia.



The acquisition was accounted for under the purchase method of accounting, and, accordingly, the purchase price of approximately $9,135 was allocated to
the fair value of the tangible and intangible assets and liabilities acquired, with the remainder allocated to goodwill. The results of operations of Orion have been included in the Companys consolidated financial statements commencing from
June 1, 2006, the effective date of the acquisition. In 2006, the Company recorded amortization of $112 and $90 related to customer relationships and non-competition agreement assets, respectively, arising from this acquisition. In connection
with the purchase price allocation, the Company undertook an appraisal of the intangible assets, which resulted in the purchase price of these assets being allocated, as follows:



|                           |  |                    |  |               |      
|-------------------------- |  | ------------------ |  | ------------- | -----
|                           |  | AmortizationPeriod |  | PurchasePrice
|Net tangible assets        |  |                   |  | $             | 526  
|Customer relationships     |  | 5 years            |  |               | 960  
|Non-competition agreements |  | 5 years            |  |               | 769  
|Goodwill                   |  |                   |  |               | 6,880
|                           |  |                    |  |               |      
|Total                      |  |                    |  | $             | 9,135
|                           |  |                    |  |               |      



Business
Signatures



On July 19, 2006, the Company
completed the acquisition of all of the issued and outstanding shares of capital stock and options of Business Signatures, a privately-held supplier of Zero Touch Fraud Detection solutions that provide non-invasive real time online fraud detection
capability that require no change to business applications, based in Redwood City, California, in exchange for approximately $48,024 in cash and vested options to purchase shares of the Companys Common stock with an aggregate fair value of
approximately $722. The Company also incurred approximately $2,465 in acquisition-related expenses. The acquisition enables the Company to combine Business Signatures zero touch capability with the Companys IdentityGuard authentication
platform in order to offer customers strong consumer authentication solutions, that are easy to implement, user-friendly and cost effective with the ability to evolve over time, to help meet the Federal Financial Institutions Examination Council
(FFIEC) requirement to implement stronger security measures for online customers, as well as other requirements for online transaction security and integrity.



The acquisition was accounted for under the purchase method of accounting, and, accordingly, the purchase price of
approximately $51,211 was allocated to the fair value of the tangible and intangible assets and liabilities acquired, with the remainder allocated to goodwill. In addition, the results of operations of Business Signatures have been included in the
Companys consolidated financial statements commencing from July 19, 2006, the effective date of the acquisition. In 2006, the Company recorded amortization of $299 and $235 related to



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



customer/partner relationships and purchased product rights, respectively, arising from this acquisition. In connection with the purchase price allocation,
the Company undertook an appraisal of the intangible assets, which resulted in the purchase price of these assets being allocated, as follows:



|                         |  |                    |  |               |        |  
|------------------------ |  | ------------------ |  | ------------- | ------ | -
|                         |  | AmortizationPeriod |  | PurchasePrice |       
|Net tangible liabilities |  |                   |  | $             | (1,060 | )
|Customer relationships   |  | 10 years           |  |               | 2,870  |  
|Partner relationships    |  | 10 years           |  |               | 3,660  |  
|Purchased product rights |  | 10 years           |  |               | 5,120  |  
|Goodwill                 |  |                   |  |               | 40,621 |  
|                         |  |                    |  |               |        |  
|Total                    |  |                    |  | $             | 51,211 |  
|                         |  |                    |  |               |        |  



The following table
summarizes, for comparative purposes, the combined results of operations, on a pro forma basis, of the Company, Orion and Business Signatures for 2006 and 2005, respectively, as if the acquisitions had taken place as of the beginning of the
respective years, and, accordingly, include a full periods amortization of the assets related to customer/partner relationships, purchased product rights and non-competition agreements in each period shown.



|                                     |  |                        |         |   |      |   |         |  
|------------------------------------ |  | ---------------------- | ------- | - | ---- | - | ------- | -
|                                     |  | Year EndedDecember 31, |        
|                                     |  | 2006                   |         |   | 2005 |  
|Revenues                             |  | $                      | 97,113  |   |      | $ | 101,892 |  
|Net loss                             |  |                        | (22,359 | ) |      |   | (3,778  | )
|Basic and diluted net loss per share |  |                        | (0.37   | ) |      |   | (0.06   | )



These pro forma
amounts are not necessarily indicative of future results of operations.



4.    Investment in Ohana Wireless, Inc.



Ohana was incorporated on July 10, 2003. It was formed to design, assemble and install high frequency wireless communications systems. On September 30, 2003, the Company loaned Ohana $650 in the form of a
convertible loan pursuant to the terms of a convertible loan agreement (the Loan Agreement). The Company believed that its security solutions could be integrated with Ohanas products and anticipated that an investment in Ohana
would assist the Company in furthering the development of its distribution capability in Asia through technology and distribution partnerships. This convertible loan was structured to automatically convert into Ohanas stock if Ohana was
successful in closing a round of equity financing by July 31, 2004, based on minimum terms set out in the Loan Agreement.



In the second and third quarters of 2004, the Company made additional advances of $300 and $275, respectively, resulting in a total outstanding
convertible loan of $1,225 which by July 2004 was secured with certain exclusive rights to Ohanas intellectual property.



In the third quarter of 2004, the Company determined that the loan was unlikely to be repaid. Also in the third quarter of 2004 the Company concluded a
term sheet with Ohana and certain of its shareholders and creditors which anticipated that Ohana would become a wholly owned subsidiary of ADML Holdings, Ltd.



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



(ADML Holdco) and all loans, together with accrued interest, would convert into stock of ADML Holdco (Ohana Restructuring). In view
of these factors the Company classified the loans as long-term in nature.



If the Ohana Restructuring had materialized on September 30, 2004, the Company would have held the equivalent of approximately 12% ownership interest in ADML Holdco (exclusive of the anticipated final
disbursement in the fourth quarter of 2004). Also, the Company had concluded that because of the additional investment in July 2004, and additional rights obtained through the security granted in connection with the loans, the Company gained the
potential ability to exercise significant influence over the operations of Ohana. Therefore, beginning the third quarter of 2004, the Company accounted for its investment in Ohana under the equity method. Accordingly, the Company included its share
of losses of Ohana for the period from July 1, 2004 to December 17, 2004, in the amount of $193, in its consolidated statement of operations for 2004.



The Ohana Restructuring closed on November 16, 2004 and the Company received approximately 14.3% of the issued common shares of ADML Holdco and a
warrant exercisable for additional shares of ADML Holdco at one tenth of one penny ($0.001) per share if, and to the extent, that the valuation of Asia Digital Media, as determined by an arms length investor contributing a minimum amount of
cash for equity in Asia Digital Media is less than the total consideration contributed by ADML Holdco, the Company, and another investor for equity in Asia Digital Media.



In December 2004, ADML Holdco directly subscribed for 60.6% of the share capital of Asia Digital Media in exchange for a
contribution of the entire issued share capital of Ohana. However, this transaction was subsequently rescinded on December 27, 2005, when the Company entered into the Rescission Agreement with Asia Digital Media and ADML Holdco to rescind such
subscription, resulting in the return of the shares of Asia Digital Media issued to ADML Holdco for cancellation and the corresponding return of the entire issued capital of Ohana to ADML Holdco.



Upon conclusion of the Rescission Agreement, the Company owned approximately
14.3% of the issued share capital of Ohana. The carrying value of this investment was $750 at December 31, 2005; and, the Company had recorded cumulative losses from its investment in Ohana of $750 since the fourth quarter of 2004, including
$96, $461 and $193 in 2006, 2005 and 2004, respectively. As a consequence of the Rescission Agreement, there are no additional terms associated with the Companys investment in ADML Holdco that would impact its accounting for this investment
under FIN 46 (R), the Company has no further commitments or other arrangements to provide funding for any shortfalls ADML Holdco may incur, and there are no variable interests with respect to ADML Holdco, other than its common stock interest of
14.3%. See note 5 for more information regarding the Rescission Agreement.



Dr. Anthony E. Hwang, a director of the Company from August 4, 2003 to December 27, 2005, was interim Chief Executive Officer of Ohana at the time of the September 2003 Loan Agreement through to
March 1, 2004. Dr. Hwang was also a director of Ohana from August 4, 2003 through March 31, 2004.



Dr. Hwang and his family members own a controlling interest in Fil-Fibers Manufacturing Inc., Ltd. (Fil-Fibers). Fil-Fibers was both a
creditor and shareholder in Ohana immediately prior to the Ohana Restructuring. After the Ohana Restructuring, Fil-Fibers was a minority shareholder in ADML Holdco.



During the first quarter of 2006, the Company was informed of an Ohana re-financing, which coupled with the changes in the
business outlook, led the Company to conclude that the expectations for Ohana had not materialized and an impairment charge was required to adjust the net carrying value of the Companys equity ownership. As a result, the Company recorded in
the first quarter of fiscal 2006 an impairment of its investment



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



in Ohana of $659. No amount of the charge will result in future cash expenditures. The carrying value of the Companys investment in Ohana at
December 31, 2006 was $91. The Company has received one or more expressions of interest from third parties who wish to acquire the Companys remaining equity in ADML Holdco, but no term sheet or transaction has been signed.



5.    Asia Digital Media Joint Venture



On September 16, 2004, the Company and certain other investors agreed
to subscribe for shares in a newly formed joint venture called Asia Digital Media pursuant to a subscription agreement (as amended, the Subscription Agreement). The investment closed on December 17, 2004.



The parties agreed that: (i) the Company would directly subscribe for
approximately 16.7% of the share capital of Asia Digital Media in exchange for a cash contribution of $2,000 and in-kind contribution of $1,300, both of which, after intercompany profit eliminations, aggregated to $3,088; (ii) ADML Holdco, in
which the Company held a 14.3% ownership interest, would directly subscribe for 60.6% of the share capital of Asia Digital Media in exchange for a contribution of the entire issued share capital of Ohana; and (iii) the remaining capital stock
of Asia Digital Media would be owned by two investors and China Aerospace New World Technology Limited (CANW), a company incorporated in Hong Kong, in exchange for cash and/or in-kind contributions.



After the closing, the Companys total direct and indirect equity
holdings in Asia Digital Media were approximately 25.3%. During the first quarter of 2005, the Company received additional shares of common stock of Asia Digital Media as reimbursement for legal costs incurred by the Company on behalf of Asia
Digital Media during its formation and for administrative services provided by the Company. These additional shares were valued at $458 and resulted in an increase of the Companys total direct and indirect equity holdings in Asia Digital Media
to 27.4% at June 30, 2005.



Dr. Anthony E.
Hwang, a former director of the Company, and Mr. F. William Conner, Chairman, President and Chief Executive Officer of the Company, became directors of Asia Digital Media on December 17, 2004. Dr. Hwang subsequently resigned from the
Board of Directors of Entrust, Inc. effective November 17, 2005. Concurrent with this resignation, Mr. Conner resigned as a director of Asia Digital Media effective November 18, 2005.



On December 27, 2005, the Company entered into the Rescission Agreement
with Asia Digital Media and ADML Holdco to rescind the Subscription Agreement in part, resulting in the return of the shares of Asia Digital Media issued to ADML Holdco for cancellation and the corresponding return of the entire issued capital of
Ohana to ADML Holdco. In addition, Dr. Hwang resigned as a director of Asia Digital Media. Upon conclusion of the Rescission Agreement, the Company owned approximately 44% of the issued share capital of Asia Digital Media. Entrust appointed
Mr. James D. Kendry, Vice President and Chief Governance Officer, as a director of Asia Digital Media. After the Rescission Agreement was executed, the Companys conclusion that Asia Digital Media did not meet the definition of a
variable interest entity remained unchanged.



The Company
accounts for its investment in Asia Digital Media under the equity method. Accordingly, the Company has included its share of losses of Asia Digital Media, in the amount of $349 and $299, in its condensed consolidated statement of operations for
2006 and 2005, respectively. The Company has recorded cumulative losses through December 31, 2006 from its investment in Asia Digital Media of $1,111 since its investment in the fourth quarter of 2004.



During the first quarter of 2006, the Company was informed of changes in its
Chinese partners ability to invest in the second funding round of Asia Digital Media. This factor, among others, had significant negative



F-20



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



implications for Asia Digital Media. The Company had concluded that expectations for Asia Digital Media had not materialized and an impairment charge was
required to adjust the net carrying value of the Companys equity ownership. As a result, the Company recorded in the first quarter of fiscal 2006 an impairment of its investment in Asia Digital Media in the amount of $2,357. No amount of the
charge will result in future cash expenditures. After this impairment and inclusion of the Companys share of Asia Digital Medias losses, the remaining carrying value of the Companys investment in Asia Digital Media at
December 31, 2006 was $78. The Company continues to account for its investment in Asia Digital Media under the equity method.



6.    Restructuring Charges and Adjustments



May 2003 Restructuring Plan



Following the first quarter of 2003, when the Companys revenues fell short of its expectations and guidance, management began a re-assessment of the
Companys operations to ensure that expenses were optimally aligned to its customers and markets, and structured such that costs would not exceed revenues by the fourth quarter of 2003.



On May 27, 2003, the Company announced a restructuring plan aimed at
lowering costs and better aligning its resources to customer needs. The plan allowed the Company to have tighter integration between customer touch functions, which better positions the Company to take advantage of the market opportunities for its
new products, and solutions. The restructuring plan included eliminating positions to lower operating costs, closing under-utilized office capacity, primarily from the excess space in the Companys Santa Clara, California and Addison, Texas
facilities, and re-assessing the useful life of related excess long-lived assets. The workforce portion of the restructuring plan had been significantly completed by December 31, 2003, while the facilities plan was executed by
September 30, 2003. The Company also announced non-cash charges related to the impairment of a long-term strategic investment and the impairment of purchased product rights acquired through the enCommerce acquisition of June 2000.



The Company has evaluated and pursued all reasonable possibilities to
settle the lease obligations associated with the May 2003 restructuring, but has been unable to find an acceptable outcome. Therefore, the Company has concluded that it is appropriate to classify the portion of the outstanding liabilities that is
not payable within the next 12 months as long-term liabilities. However, in terms of long-term liquidity requirements, the current obligations would require the Company to fund its remaining accrued restructuring charges for the May 2003
restructuring as follows: $150 in fiscal 2007 and $150 in fiscal 2008.



F-21



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



Summary of Accrued Restructuring Charges for May 2003 Restructuring Plan:



The following table is a summary of the accrued restructuring charges
related to the May 2003 restructuring plan at December 31, 2006, 2005 and 2004:



|                                              |  |                                                      |     |              |   |                                           |  |   |    
|--------------------------------------------- |  | ---------------------------------------------------- | --- | ------------ | - | ----------------------------------------- |  | - | ---
|                                              |  | December 31, 2006                                   
|                                              |  | TotalRestructuringCharges Accruedat Beginning ofYear |     | CashPayments |   | AccruedRestructuringCharges atEnd of Year
|                                              |  | (in millions)                                       
|Consolidation of excess facilities            |  | $                                                    | 0.4 |              | $ | 0.1                                       |  | $ | 0.3
|                                              |  |                                                      |     |              |   |                                           |  |   |    
|                                              | 
|                                              |  | December 31, 2005                                   
|                                              |  | TotalRestructuringCharges Accruedat Beginning ofYear |     | CashPayments |   | AccruedRestructuringCharges atEnd of Year
|                                              |  | (in millions)                                       
|Consolidation of excess facilities            |  | $                                                    | 1.2 |              | $ | 0.8                                       |  | $ | 0.4
|                                              |  |                                                      |     |              |   |                                           |  |   |    
|                                              | 
|                                              |  | December 31, 2004                                   
|                                              |  | TotalRestructuringCharges Accruedat Beginning ofYear |     | CashPayments |   | AccruedRestructuringCharges atEnd of Year
|                                              |  | (in millions)                                       
|Workforce reduction and other personnel costs |  | $                                                    | 0.9 |              | $ | 0.9                                       |  | $ |   
|Consolidation of excess facilities            |  |                                                      | 2.2 |              |   | 1.0                                       |  |   | 1.2
|                                              |  |                                                      |     |              |   |                                           |  |   |    
|Total                                         |  | $                                                    | 3.1 |              | $ | 1.9                                       |  | $ | 1.2
|                                              |  |                                                      |     |              |   |                                           |  |   |    



June 2001
Restructuring Plan



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



The workforce portion of the restructuring plan was largely completed by the end of the fourth quarter of 2001 and primarily related to severance costs,
fringe benefits due to severed employees and outplacement services.



The consolidation of excess facilities included the closure of eight offices throughout the world, but the majority of the costs related to the Companys facility in Santa Clara, California. These costs are payable contractually over
the remaining term of the Santa Clara facility lease, which runs through 2011, reduced by estimated sublease recoveries. The discontinuance of non-core products and programs was primarily related to the discontinuance of certain of the
Companys business program initiatives and certain applications that had not achieved their growth and profitability objectives. In addition, the Company withdrew from certain committed marketing events and programs. The cash outflow related to
the majority of these discontinued products and programs was substantially completed by the end of the second quarter of 2002, while remaining marketing and



F-22



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



distribution agreement obligations related to certain discontinued products were settled in the third quarter of 2003. The Company had initiated all actions
required by the restructuring plan by the end of the second quarter of 2002.



During the first and second quarters of 2006, the Company made further adjustments to the restructuring charges that had previously been recorded related to the June 2001 restructuring plan with respect to our Santa
Clara, California facility. The building is currently subleased, but the current sublease was scheduled to end in December 2006. Although the Company had been monitoring the sublet market on an on-going basis, the extension offer it received during
the first quarter of 2006, coupled with the preparations the Company had begun for placing the facility on the market, caused the Company to revisit its estimated sublease recoveries at that time. The Company had concluded that it would need to
increase the restructuring charges that it had previously recorded related to its June 2001 restructuring plan by a further $2,895 in the first quarter of fiscal 2006 to reflect a change in the Companys projected sublet lease recoveries as
evidenced by the market for leased facilities in that region. This charge represented a reduction in the cash that the Company expected to recover from future subtenants. During the second quarter of 2006, the Company concluded an extension
agreement with the current sublessee to sublease the California facility through to March 31, 2011, which represents substantially all of the remaining lease period on the building. As a result of the conclusion of the final sublease
arrangement during the second quarter of 2006, the Company adjusted its accrual related to the June 2001 restructuring downward by $130 to reflect the known sublet lease recoveries under the extension agreement. These adjustments have been charged
to the restructuring charges line in the consolidated statement of operations.



The Company has evaluated and pursued all reasonable possibilities to settle the lease obligations associated with the June 2001 restructuring, but has been unable to find an acceptable outcome. Therefore, the Company
has concluded that it is appropriate to classify the portion of the outstanding liabilities that is not payable within the next 12 months to long-term liabilities. However, the current obligations would require the Company to fund $5,100 of its
accrued restructuring charges for the June 2001 restructuring in fiscal 2007, with the remaining accrued restructuring charges for the June 2001 restructuring to be paid as follows: $5,300 in fiscal 2008, $5,500 in fiscal 2009, $5,700 in fiscal 2010
and $2,600 in fiscal 2011.



Summary of Accrued
Restructuring Charges for June 2001 Restructuring Plan:



The following table is a summary of the accrued restructuring charges related to the June 2001 restructuring plan at December 31, 2006, 2005 and 2004:



|                                   |  |                                                |      |              |   |             |  |                                           |     |  |   |     
|---------------------------------- |  | ---------------------------------------------- | ---- | ------------ | - | ----------- |  | ----------------------------------------- | --- |  | - | ----
|                                   |  | December 31, 2006                             
|                                   |  | AccruedRestructuringCharges atBeginning ofYear |      | CashPayments |   | Adjustments |  | AccruedRestructuringCharges atEnd of Year
|                                   |  | (in millions)                                 
|Consolidation of excess facilities |  | $                                              | 25.5 |              | $ | 4.1         |  | $                                         | 2.8 |  | $ | 24.2
|                                   |  |                                                |      |              |   |             |  |                                           |     |  |   |     



F-23



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



|                                                 |  |                                                |      |              |   |             |  |                                           |   |  |   |     
|------------------------------------------------ |  | ---------------------------------------------- | ---- | ------------ | - | ----------- |  | ----------------------------------------- | - |  | - | ----
|                                                 |  | December 31, 2005                             
|                                                 |  | AccruedRestructuringCharges atBeginning ofYear |      | CashPayments |   | Adjustments |  | AccruedRestructuringCharges atEnd of Year
|                                                 |  | (in millions)                                 
|Consolidation of excess facilities               |  | $                                              | 28.8 |              | $ | 3.3         |  | $                                         |  |  | $ | 25.5
|Discontinuance of non-core products and programs |  |                                                | 0.1  |              |   | 0.1         |  |                                           |  |  |   |    
|                                                 |  |                                                |      |              |   |             |  |                                           |   |  |   |     
|Total                                            |  | $                                              | 28.9 |              | $ | 3.4         |  | $                                         |  |  | $ | 25.5
|                                                 |  |                                                |      |              |   |             |  |                                           |   |  |   |     
|                                                 | 
|                                                 |  | December 31, 2004                             
|                                                 |  | AccruedRestructuringCharges atBeginning ofYear |      | CashPayments |   | Adjustments |  | AccruedRestructuringCharges atEnd of Year
|                                                 |  | (in millions)                                 
|Consolidation of excess facilities               |  | $                                              | 32.1 |              | $ | 3.3         |  | $                                         |  |  | $ | 28.8
|Discontinuance of non-core products and programs |  |                                                | 0.2  |              |   | 0.1         |  |                                           |  |  |   | 0.1 
|                                                 |  |                                                |      |              |   |             |  |                                           |   |  |   |     
|Total                                            |  | $                                              | 32.3 |              | $ | 3.4         |  | $                                         |  |  | $ | 28.9
|                                                 |  |                                                |      |              |   |             |  |                                           |   |  |   |     



As of
December 31, 2006, the Company had estimated a total of $11,600 of sublease recoveries in its restructuring accrual, related to the Santa Clara facility, recoverable under an existing sublease agreement.



7.    Investments



The Companys investments consist of the following:



|                                                        |  |              |       |      |   |       
|------------------------------------------------------- |  | ------------ | ----- | ---- | - | ------
|                                                        |  | December 31,
|                                                        |  | 2006         |       | 2005
|Short-term marketable investments:                      |  |              |       |      |   |       
|Held to maturity, at amortized cost:                    |  |              |       |      |   |       
|Corporate debt securities                               |  | $            | 2,639 |      | $ | 22,524
|                                                        |  |              |       |      |   |       
|Long-term strategic and equity method investments:      |  |              |       |      |   |       
|Equity method investmentAsia Digital Media Limited     |  | $            | 78    |      | $ | 2,880 
|Long-term strategic investmentOhana                    |  |              | 91    |      |   | 750   
|                                                        |  |              |       |      |   |       
|Total long-term strategic and equity method investments |  | $            | 169   |      | $ | 3,630 
|                                                        |  |              |       |      |   |       



8.    Property
and Equipment



Property and equipment, at cost, consist of
the following:



|                                                |  |              |         |   |      |   |         |  
|----------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                |  | December 31, |        
|                                                |  | 2006         |         |   | 2005 |  
|Computer and telecom equipment                  |  | $            | 18,527  |   |      | $ | 16,916  |  
|Furniture and fixtures                          |  |              | 5,309   |   |      |   | 5,249   |  
|Leasehold improvements                          |  |              | 11,294  |   |      |   | 11,197  |  
|Internal-use software                           |  |              | 7,352   |   |      |   | 6,437   |  
|                                                |  |              |         |   |      |   |         |  
|                                                |  |              | 42,482  |   |      |   | 39,799  |  
|Less: accumulated depreciation and amortization |  |              | (39,761 | ) |      |   | (37,122 | )
|                                                |  |              |         |   |      |   |         |  
|Total property and equipment, net               |  | $            | 2,721   |   |      | $ | 2,677   |  
|                                                |  |              |         |   |      |   |         |  



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



9.    Accrued Liabilities



Accrued liabilities consist of the following:



|                             |  |              |        |      |   |      
|---------------------------- |  | ------------ | ------ | ---- | - | -----
|                             |  | December 31,
|                             |  | 2006         |        | 2005
|Payroll and related benefits |  | $            | 7,204  |      | $ | 4,412
|Other                        |  |              | 4,520  |      |   | 1,999
|                             |  |              |        |      |   |      
|                             |  | $            | 11,724 |      | $ | 6,411
|                             |  |              |        |      |   |      



10.    Income
Taxes



The following table presents the U.S. and foreign
components of income (loss) before income taxes and the provision for income taxes.



|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|---------------------------------- |  | ----------------------- | ------- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                   |  | Year Ended December 31, |        
|                                   |  | 2006                    |         |   | 2005 |   |       | 2004 | 
|Income (loss) before income taxes: |  |                         |         |   |      |   |       |      |  |   |       |  
|United States                      |  | $                       | (8,204  | ) |      | $ | 2,516 |      |  | $ | 630   |  
|Foreign                            |  |                         | (6,929  | ) |      |   | 4,390 |      |  |   | 1,135 |  
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|                                   |  | $                       | (15,133 | ) |      | $ | 6,906 |      |  | $ | 1,765 |  
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|Provision for income taxes:        |  |                         |         |   |      |   |       |      |  |   |       |  
|Current:                           |  |                         |         |   |      |   |       |      |  |   |       |  
|Federal                            |  | $                       | 50      |   |      | $ | (142  | )    |  | $ |      |  
|State and local                    |  |                         | (32     | ) |      |   | (65   | )    |  |   | (61   | )
|Foreign                            |  |                         | (302    | ) |      |   | (325  | )    |  |   | (303  | )
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|                                   |  |                         | (284    | ) |      |   | (532  | )    |  |   | (364  | )
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|Deferred:                          |  |                         |         |   |      |   |       |      |  |   |       |  
|Federal                            |  |                         |        |   |      |   |      |      |  |   | (323  | )
|State and local                    |  |                         |        |   |      |   |      |      |  |   |      |  
|Foreign                            |  |                         |        |   |      |   |      |      |  |   |      |  
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|                                   |  |                         |        |   |      |   |      |      |  |   | (323  | )
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  
|Total provision for income taxes   |  | $                       | (284    | ) |      | $ | (532  | )    |  | $ | (687  | )
|                                   |  |                         |         |   |      |   |       |      |  |   |       |  



F-25



---

##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



A reconciliation between income taxes computed at the federal statutory rate and income tax provision
is shown below:



|                                                                            |  |                         |         |   |      |   |        |      |  |   |      |  
|--------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ---- | -
|                                                                            |  | Year Ended December 31, |        
|                                                                            |  | 2006                    |         |   | 2005 |   |        | 2004 | 
|Income tax benefit at federal statutory rate                                |  | $                       | 5,145   |   |      | $ | (2,348 | )    |  | $ | (598 | )
|State and local taxes, net of federal benefits                              |  |                         | 539     |   |      |   | (42    | )    |  |   | (38  | )
|Foreign earnings rate differential and withholdings                         |  |                         | (231    | ) |      |   | 46     |      |  |   | 7    |  
|Amortization of purchased intangibles                                       |  |                         |        |   |      |   | 28     |      |  |   | (6   | )
|Stock option tax deduction not benefited                                    |  |                         | (618    | ) |      |   | 584    |      |  |   |     |  
|Foreign research and development tax credits                                |  |                         | 833     |   |      |   | 9,478  |      |  |   | (267 | )
|Other                                                                       |  |                         | 9       |   |      |   | (226   | )    |  |   | (40  | )
|Adjustments to deferred tax assets                                          |  |                         | 5,235   |   |      |   | 381    |      |  |   |     |  
|Operating losses and credits not benefited                                  |  |                         | (190    | ) |      |   | (468   | )    |  |   | (35  | )
|Valuation allowances on future benefits of tax losses and credits available |  |                         | (11,006 | ) |      |   | (7,965 | )    |  |   | 290  |  
|                                                                            |  |                         |         |   |      |   |        |      |  |   |      |  
|Total provision for income taxes                                            |  | $                       | (284    | ) |      | $ | (532   | )    |  | $ | (687 | )
|                                                                            |  |                         |         |   |      |   |        |      |  |   |      |  



Deferred income taxes
represent the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) net operating loss (NOL) and tax
credit carry-forwards. The tax effects of significant items comprising the Companys net deferred tax benefits (liabilities) are as follows:



|                                                            |  |              |          |   |      |   |          |  
|----------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                            |  | December 31, |         
|                                                            |  | 2006         |          |   | 2005 |  
|Current asset (liability):                                  |  |              |          |   |      |   |          |  
|Accrued restructuring charges                               |  | $            | 5,538    |   |      | $ | 7,132    |  
|Other allowances and accruals                               |  |              | 2,533    |   |      |   | 1,214    |  
|Deferred income                                             |  |              | (422     | ) |      |   | (467     | )
|                                                            |  |              |          |   |      |   |          |  
|Total                                                       |  |              | 7,649    |   |      |   | 7,879    |  
|                                                            |  |              |          |   |      |   |          |  
|Non-current asset:                                          |  |              |          |   |      |   |          |  
|Property, plant, equipment and intangibles                  |  |              | 12,701   |   |      |   | 11,861   |  
|Write-downs of strategic investments                        |  |              | 5,499    |   |      |   | 5,409    |  
|United States and Foreign NOL and tax credit carry-forwards |  |              | 122,066  |   |      |   | 111,760  |  
|                                                            |  |              |          |   |      |   |          |  
|Total                                                       |  |              | 140,266  |   |      |   | 129,030  |  
|                                                            |  |              |          |   |      |   |          |  
|Total deferred tax asset                                    |  |              | 147,915  |   |      |   | 136,909  |  
|Valuation allowance                                         |  |              | (147,915 | ) |      |   | (136,909 | )
|                                                            |  |              |          |   |      |   |          |  
|Net deferred tax asset                                      |  | $            |         |   |      | $ |         |  
|                                                            |  |              |          |   |      |   |          |  



United States and
foreign NOL and tax credit carry-forwards include $17,303 at December 31, 2006 and 2005, respectively, related to NOL carry-forwards resulting from the exercise of non-qualified stock options with a corresponding amount included in the
valuation allowance, the tax benefit of which, when recognized, will be credited to additional paid-in capital. In addition, United States and foreign NOL and tax credit carry-forwards include NOL carry-forwards and research and development credits
of approximately $12,183 from enCommerce and $6,204 from Business Signatures, at the date of acquisition, with a corresponding amount included in the



F-26



---

##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



valuation allowance, the tax benefit of which, when recognized, will be first credited to the applicable goodwill and other intangibles arising from the
acquisition and then to income tax expense. The Company utilized $781 of acquired NOL carry-forwards from enCommerce in 2004. The annual utilization of acquired NOL and tax credit carry-forwards may be limited by certain historical ownership changes
at enCommerce and Business Signatures. The acquired NOL carry-forwards from Business Signatures are included under Adjustments to deferred tax assets for 2006 in the reconciliation to the federal statutory rate above.



The Company periodically assesses the likelihood of realizing its deferred
tax assets and adjusts the related valuation allowance based on the amount of deferred tax assets that it believes is more likely than not to be realized. The Company believes it may not generate sufficient future taxable income in specific tax
jurisdictions to utilize all of its NOL carry-forwards before their expiration and, as a result, has retained a valuation allowance of $147,915.



As at December 31, 2006, the Company has net operating loss carry-forwards of approximately $247,187. Of that total approximately $211,539 relate to
the United States operations and will expire at various dates in the years 2018 to 2026. The balance of approximately $35,648 relates to foreign operations, which will expire at various dates in the years 2008 to 2010. In addition, the Company has
$1,991 of United States research and development credits expiring at various dates between 2016 and 2026 and foreign research and development tax credits of $21,119 expiring at various dates between 2010 and 2026.



11.    Long-Term Liabilities



Long-term liabilities include guaranteed future payments of $623 and $1,205
at December 31, 2006 and 2005, respectively, related to the acquisition of certain assets from AmikaNow!, and capital lease obligations of $22 and $41 at December 31, 2006 and 2005, respectively, assumed as a result of the acquisition of
Entrust Japan during 2004. The current portions of the guaranteed future payments of $623 and $597 at December 31, 2006 and 2005, respectively, and capital lease obligations, of $19 and $18 at December 31, 2006 and 2005, respectively, have
been included in accrued liabilities. The capital lease obligations bear interest at a rate of 6%, while the guaranteed future payments related to the AmikaNow! asset acquisition are non-interest bearing, and are payable over three years.



The balance of long-term liabilities of $228 at
December 31, 2006 and 2005 consists primarily of long-term deposits received in connection with the sub-leasing of various United States facility locations.



12.    Capital Stock



(a)    Common Stock



The holders of Common stock are entitled to one vote per share and are entitled to dividends when and if declared by the Board of Directors of the
Company. The Company is authorized to issue up to 250,000,000 shares of Common stock.



(b)    Preferred Stock



The Company is authorized to issue up to 5,000,000 shares of Preferred stock in one or more series. Each such series of Preferred stock would have such rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights and liquidation preferences, as determined by the Board of Directors. As of December 31, 2006, the Company had not issued any shares of Preferred stock.



(c)    Stock Repurchase Program



On July 29, 2002, the Company announced that its Board of Directors
had authorized the Company to repurchase up to an aggregate of 7,000,000 shares of its Common stock. The program has subsequently been



F-27



---

##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



extended three times, most recently on July 22, 2005 when the Board of Directors authorized a further extension of this stock repurchase program to
permit the purchase of up to 10,000,000 shares of the Companys Common stock through December 15, 2006. This quantity of shares of Common stock is in addition to the 6,928,640 shares of the Companys Common stock already purchased
under the Companys stock repurchase program through June 30, 2005. During 2006, the Company repurchased 703,000 shares of its Common stock for a total cash outlay of $2,519, at an average price of $3.58 per share, including commissions
paid to brokers. As of December 31, 2006, the Company has repurchased 8,530,124 of the authorized 16,928,640 shares of its Common stock under this program, for a total cash outlay of $33,610, at an average price of $3.94 per share, including
commissions paid to brokers



The stock repurchase program
expired on December 15, 2006. During the term of the program, the Companys management determined the timing and amount of shares repurchased based on its evaluation of market and business conditions. The repurchased shares are considered
authorized but unissued shares of the Company and are available for issuance under the Companys stock incentive, employee stock purchase and other stock benefit plans, and for general corporate purposes, including possible acquisitions. The
stock repurchase program was funded using the Companys working capital.



(d)    Other Stock Issuance



During 2006, the Company issued 226,654 shares of its Common stock to an employee of the Company, in exchange for $675 in cash. No compensation cost was recorded related to this transaction, since the shares were
acquired at fair market value.



13.    Stock Based
Compensation and Stock Option Plans



Stock Award
Plans and Summary of Activity



The Company has several
stock option plans, as described hereunder, that provide for the issuance of an aggregate of 36,260,527 shares of Common stock. On May 5, 2006 stockholders approved the 2006 Stock Incentive Plan (the 2006 Plan). The Board adopted
the 2006 Plan because it believes that continued grants of stock options, as well as grants of restricted stock and other stock-based awards, are an important element in attracting, retaining and motivating persons who are expected to make important
contributions to the Company.



The Amended and Restated 1996
Stock Incentive Plan (the 1996 Plan), the enCommerce, Inc. 1997 Stock Option Plan, as amended and restated, and the 1999 Non-Officer Employee Stock Incentive Plan (the 1999 Plan), as amended (together, the Prior
Plans), terminated and no further grants are permitted under the Prior Plans. This termination of the Prior Plans does not affect awards that are outstanding under the Prior Plans.



The Special Nonstatutory Stock Option Agreement (the Special Plan) provided for the grant of an option to
acquire 2,000,000 shares of Common stock. Accordingly, the Company has reserved 2,000,000 shares of Common stock for issuance under the Special Plan. This option was granted in 2001.



The options under the 2006 Plan, 1996 Plan, 1999 Plan, enCommerce 1997 Plans and Special Plan are granted at the
then-current fair market value of the Common stock of the Company and generally may be exercised in equal proportions over the defined vesting period for each grant, generally two to four years. All awards granted before April 29, 2005,
generally expire on the tenth anniversary of the grant date or upon termination of employment, while options granted on or after April 29, 2005, generally expire on the seventh anniversary of the grant date or upon termination of employment.
Restricted stock units (RSUs) granted under



F-28



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



these plans entitle the holder to exercise the options in exchange for shares of Common stock as the award vests. RSUs generally vest ratably over four
years.



Summary of activity for all plans under the 2006 Plan,
the Business Signatures 2002 Plan, as assumed, and the Prior Plans is set forth below:



|                                                                                                       |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|------------------------------------------------------------------------------------------------------ |  | --------------- | - |  | ----------------- | - |  | ---------------------------- |  | ----------------------- |  | ------------------------ |  | -----------------------------------------------
|                                                                                                       |  | SharesAvailable |   |  | AwardsOutstanding |   |  | WeightedAverageExercisePrice |  | AggregateIntrinsicValue |  | WeightedAverageFairValue |  | WeightedAverageRemainingContractualLife inYears
|Balance at December 31, 2003                                                                           |  | 14,139,180      |   |  | 15,668,305        |   |  | 6.29                         |  |                         |  |                          |  |                                                
|Restricted stock issued to former and current members of Board of Directors and employee               |  | (28,250         | ) |  |                  |   |  |                              |  |                         |  |                          |  |                                                
|Stock options:                                                                                         |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Granted                                                                                                |  | (2,252,725      | ) |  | 2,252,725         |   |  | 4.54                         |  |                         |  |                          |  |                                                
|Forfeited                                                                                              |  | 2,514,399       |   |  | (2,514,399        | ) |  | 8.27                         |  |                         |  |                          |  |                                                
|Exercised                                                                                              |  |                |   |  | (379,831          | ) |  | 2.19                         |  |                         |  |                          |  |                                                
|                                                                                                       |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Balance at December 31, 2004                                                                           |  | 14,372,604      |   |  | 15,026,800        |   |  | 5.78                         |  |                         |  |                          |  |                                                
|Forfeiture of restricted stock issued to former and current members of Board of Directors and employee |  | 750             |   |  |                  |   |  |                              |  |                         |  |                          |  |                                                
|Stock options:                                                                                         |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Granted                                                                                                |  | (1,171,200      | ) |  | 1,171,200         |   |  | 4.13                         |  |                         |  |                          |  |                                                
|Forfeited                                                                                              |  | 1,617,857       |   |  | (1,617,857        | ) |  | 6.29                         |  |                         |  |                          |  |                                                
|Exercised                                                                                              |  |                |   |  | (1,551,956        | ) |  | 3.27                         |  |                         |  |                          |  |                                                
|Restricted stock units:                                                                                |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Granted                                                                                                |  | (529,685        | ) |  | 529,685           |   |  |                             |  |                         |  |                          |  |                                                
|Forfeited                                                                                              |  | 40,695          |   |  | (40,695           | ) |  |                             |  |                         |  |                          |  |                                                
|Stock appreciation rights:                                                                             |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Granted                                                                                                |  | (132,668        | ) |  | 132,668           |   |  | 3.97                         |  |                         |  |                          |  |                                                
|Forfeited                                                                                              |  | 28,334          |   |  | (28,334           | ) |  | 3.97                         |  |                         |  |                          |  |                                                
|                                                                                                       |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Balance at December 31, 2005                                                                           |  | 14,226,687      |   |  | 13,621,511        |   |  | 5.75                         |  |                         |  |                          |  |                                                
|Authorized                                                                                             |  | 5,950,590       |   |  |                  |   |  |                              |  |                         |  |                          |  |                                                
|Terminated under Prior Plans                                                                           |  | (14,109,186     | ) |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Stock options:                                                                                         |  |                 |   |  |                   |   |  |                              |  |                         |  |                          |  |                                                
|Granted                                                                                                |  | (1,749,500      | ) |  | 1,749,500         |   |  | 3.55                         |  | 1,259                   |  | 0.72                     |  | 6.72                                           
|Options assumedBusiness Signatures 2002 Stock Plan                                                    |  | (1,150,590      | ) |  | 1,150,590         |   |  | 1.48                         |  | 2,282                   |  | 2.35                     |  | 8.74                                           
|Forfeited                                                                                              |  | 1,229,034       |   |  | (1,229,034        | ) |  | 6.09                         |  |                        |  | 4.98                     |  | 6.32                                           
|Vested                                                                                                 |  |                 |   |  | (923,973          | ) |  | 4.42                         |  |                        |  | 3.14                     |  | 7.19                                           
|Unvested                                                                                               |  |                 |   |  | (305,061          | ) |  | 2.63                         |  | 272                     |  | 2.57                     |  | 7.27                                           
|Exercised                                                                                              |  |                |   |  | (569,170          | ) |  | 3.87                         |  | 676                     |  | 1.46                     |  | 3.99                                           



F-29



---

##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



|                             |  |                 |   |  |                   |   |  |                              |      |                         |       |                          |      |                                                 |     
|---------------------------- |  | --------------- | - |  | ----------------- | - |  | ---------------------------- | ---- | ----------------------- | ----- | ------------------------ | ---- | ----------------------------------------------- | ----
|                             |  | SharesAvailable |   |  | AwardsOutstanding |   |  | WeightedAverageExercisePrice |      | AggregateIntrinsicValue |       | WeightedAverageFairValue |      | WeightedAverageRemainingContractualLife inYears
|Restricted stock units:      |  |                 |   |  |                   |   |  |                              |      |                         |       |                          |      |                                                 |     
|Granted                      |  | (890,389        | ) |  | 607,932           |   |  |                              |     |                         | 2,595 |                          | 3.48 |                                                 | 6.37
|Forfeited                    |  | 108,371         |   |  | (99,521           | ) |  |                              |     |                         | 337   |                          | 3.76 |                                                 | 6.31
|Unvested                     |  |                 |   |  | (99,521           | ) |  |                              |     |                         | 337   |                          | 3.76 |                                                 | 6.31
|Matured                      |  |                |   |  | (114,345          | ) |  |                              | 3.48 |                         | 398   |                          | 3.48 |                                                 | 9.00
|Stock appreciation rights:   |  |                 |   |  |                   |   |  |                              |      |                         |       |                          |      |                                                 |     
|Granted                      |  | (1,189,600      | ) |  | 1,189,600         |   |  |                              | 3.71 |                         | 669   |                          | 1.28 |                                                 | 6.18
|Forfeited                    |  | 80,750          |   |  | (80,750           | ) |  |                              | 3.58 |                         | 12    |                          | 1.19 |                                                 | 6.62
|Unvested                     |  |                 |   |  | (80,750           | ) |  |                              | 3.58 |                         | 12    |                          | 1.19 |                                                 | 6.62
|                             |  |                 |   |  |                   |   |  |                              |      |                         |       |                          |      |                                                 |     
|Balance at December 31, 2006 |  | 2,506,167       |   |  | 16,226,313        |   |  | $                            | 5.30 |                         |       |                          |      |                                                 |     
|Vested                       |  |                 |   |  | 11,385,095        |   |  |                              |      |                         |       |                          |      |                                                 |     
|Unvested                     |  |                 |   |  | 4,841,218         |   |  |                              |      |                         |       |                          |      |                                                 |     



SFAS
No. 123(R) Adoption



In December 2004, the
Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)), which is a revision of FASB Statement No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123). SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash
Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be
recognized in the income statement, over the service period, based on their grant-date fair values. Pro forma disclosure is no longer an alternative.



SFAS No. 123(R) is effective for the first annual period beginning after June 15, 2005 and, therefore, the Company adopted SFAS No. 123(R)
in the first quarter of 2006, recognizing compensation expense for employee stock awards. The Company adopted SFAS No. 123(R) using the modified-prospective transition method, in which compensation cost is recognized beginning with the
effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the
effective date of SFAS No. 123(R) that remain unvested on the effective date.



As previously permitted by SFAS No. 123, the Company formerly accounted for share-based payments to employees using APB Opinion No. 25s intrinsic value method and, as such, generally did not recognize
compensation cost for employee stock options. For all options granted to employees in the periods disclosed prior to 2006, the exercise price of each option granted was equal to the fair value of the underlying stock at the date of grant and
therefore, no stock-based compensation costs were reflected in earnings for these options.



Accordingly, the adoption of SFAS No. 123(R)s fair value method has had, and will continue to have, a significant impact on the Companys result of operations. The continued impact of adoption of SFAS
No. 123(R) will depend on levels of share-based awards granted in the future. In general, the annual stock-based compensation expense is expected to decline in future years when compared to the expense reported in prior years in the
Companys pro forma stock-based compensation disclosures. This decline is primarily the result of a change in stock-based compensation strategy as determined by management.



F-30



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



For the twelve months ended December 31, 2006, compensation cost of $4,332, was recognized for
employee stock compensation. This compensation cost included estimation of expected forfeitures. Forfeiture estimations are based on analysis of historical forfeiture rates.



As a result of adopting SFAS No. 123(R) on January 1, 2006, the Companys net loss for the year ended
December 31, 2006 is approximately $3,389 higher than if it had continued to account for share based compensation under APB Opinion 25. Also, the Companys net loss per share was higher by $0.06 for the year ended December 31, 2006,
than under its previous accounting method for share based compensation.



In accordance with the provisions of SFAS No. 123(R), no unearned deferred compensation expense was recorded for stock-based awards to employees. Compensation costs related to stock based awards are treated as a credit to Additional
Paid in Capital in Shareholders Equity when the expense is recognized over the requisite service period. Unearned deferred compensation recorded in 2005 of $1,814 related to SARs and RSUs granted in that year had been subsequently reversed in
2006 to comply with the SFAS No. 123(R) provisions which prohibit such practice.



If the Company adopted SFAS No. 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No. 123, as described in the disclosure of pro forma net income (loss) and
earnings per share in the following table.



|                                                                                                        |  |                         |        |   |      |   |         |  
|------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------- | -
|                                                                                                        |  | Year Ended December 31, |       
|                                                                                                        |  | 2005                    |        |   | 2004 |  
|Net income, as reported                                                                                 |  | $                       | 6,374  |   |      | $ | 1,078   |  
|Total stock-based employee compensation expense determined under fair value-based method for all awards |  | $                       | (8,473 | ) |      | $ | (11,059 | )
|                                                                                                        |  |                         |        |   |      |   |         |  
|Pro forma net loss                                                                                      |  | $                       | (2,099 | ) |      | $ | (9,981  | )
|                                                                                                        |  |                         |        |   |      |   |         |  
|Net income (loss) per share:                                                                            |  |                         |        |   |      |   |         |  
|Basicas reported                                                                                       |  | $                       | 0.10   |   |      | $ | 0.02    |  
|Basicpro forma                                                                                         |  | $                       | (0.03  | ) |      | $ | (0.16   | )
|Dilutedas reported                                                                                     |  | $                       | 0.10   |   |      | $ | 0.02    |  
|Dilutedpro forma                                                                                       |  | $                       | (0.03  | ) |      | $ | (0.16   | )



Restricted Stock
Units (RSUs)



During the year ended
December 31, 2006, the Company issued 607,932 restricted stock units to employees with an average grant date value of $3.48 per unit. Restricted stock units are valued at fair value of the underlying stock on the date of grant. Compensation
cost related to RSUs is recognized over the requisite service period, which is generally between two to four years.



Of the restricted stock units granted, 120,957 carrying specific performance vesting conditions were awarded to certain employees. The vesting of such
awards is subject to certain performance targets in future periods. If such performance conditions are not met, the awards forfeit. As of December 31, 2006, the Company has recognized $106 of compensation cost with respect to these awards, as
it was concluded that the attainment of the performance conditions was probable on 25,000 units at that date. Also, 47,979 units were forfeited as a result of performance targets not being met. A total of 883,056 RSUs are outstanding at
December 31, 2006 with an aggregate fair value of $3,771.



F-31



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



The total compensation cost related to non-vested RSUs awards not yet recognized, and the related
weighted-average requisite service period remaining is as follows:



|              |  |                            |       |                                                 |      |                                       |   |     
|------------- |  | -------------------------- | ----- | ----------------------------------------------- | ---- | ------------------------------------- | - | ----
|              |  | As at December 31, 2006   
|Year of Grant |  | Unearned Compensation Cost |       | Weighted AverageService PeriodRemaining inYears |      | Average Grant DateFair Value per Unit
|2005          |  | $                          | 1,044 |                                                 | 2.46 |                                       | $ | 4.01
|2006          |  | $                          | 1,499 |                                                 | 1.37 |                                       | $ | 3.48
|              |  |                            |       |                                                 |      |                                       |   |     
|              |  | $                          | 2,543 |                                                 |      |                                       |   |     
|              |  |                            |       |                                                 |      |                                       |   |     



Stock
Appreciation Rights (SARs)



SARs give the
issuer a right to participate in the appreciation of the underlying stock up to a capped value of four times the stock price on date of grant. SARs are settled by issuance of common stock.



A total of 1,189,600 SARs were granted to employees in the year ended
December 31, 2006, which had an average strike price of $3.71 per right, equivalent to the underlying share price on the date of grant. These instruments vest over four years and have a contractual life of seven years. A total of 132,668 SARs
were granted to the members of our Board of Directors in 2005 and have a vesting period of three years and a contractual life of seven years. The total compensation cost related to these SARs awards not yet recognized is displayed in the following
table:



|              |  |                           |     |                                                   |     
|------------- |  | ------------------------- | --- | ------------------------------------------------- | ----
|              |  | As at December 31, 2006  
|Year of Grant |  | UnearnedCompensation Cost |     | Weighted Average ServicePeriod Remaining in Years
|2005          |  | $                         | 18  |                                                   | 1.39
|2006          |  | $                         | 778 |                                                   | 3.23
|              |  |                           |     |                                                   |     
|              |  | $                         | 796 |                                                   |     
|              |  |                           |     |                                                   |     



SFAS No. 123(R)
requires stock-based compensation to be determined based upon the fair value of the award on the date of grant. If the fair value is not readily determinable, a valuation technique that reflects all substantive characteristics of the instrument is
required. Management has selected the Black-Scholes option valuation model to determine the fair value of issued SARs. All substantive characteristics of the instrument have been incorporated into the formula, including the capped value
portion.



Significant input assumptions required to estimate
the fair value of SARs include the following:



| |  |  | Expected Term: The SEC Staff Accounting Bulletin No. 107 simplified method has been used to determine a weighted average expected term of the
instruments granted.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Expected Volatility: The Company has estimated expected volatility based on its actual stock price history over a reasonable period of time.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



F-32



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



The following weighted average assumptions were used in estimating the fair value of issued SARs.



|                                 |  |               |   |  |      |  
|-------------------------------- |  | ------------- | - |  | ---- | -
|                                 |  | Year of Grant |  
|                                 |  | 2006          |   |  | 2005 |  
|Expected award life, in years    |  | 4.75          |   |  | 4.5  |  
|Expected risk free interest rate |  | 4.11          | % |  | 3.36 | %
|Dividend yield                   |  |              |   |  |     |  
|Expected volatility              |  | 55            | % |  | 60   | %



Stock Options



The total compensation cost related to non-vested
stock option awards not yet recognized and the related weighted average period remaining for stock options is as follows:



|           |  |                           |       |                                                  |     
|---------- |  | ------------------------- | ----- | ------------------------------------------------ | ----
|           |  | As at December 31, 2006  
|           |  | UnearnedCompensation Cost |       | Weighted AverageService PeriodRemaining in Years
|Grant Year |  |                           |       |                                                  |     
|2003       |  |                           | 174   |                                                  | 0.58
|2004       |  |                           | 335   |                                                  | 1.44
|2005       |  |                           | 512   |                                                  | 1.74
|2006       |  |                           | 4,736 |                                                  | 3.51
|           |  |                           |       |                                                  |     
|           |  | $                         | 5,757 |                                                  | 3.14
|           |  |                           |       |                                                  |     



The number of
outstanding options and warrants exercisable into Common stock was 15,343,257, 10,782,591 and 9,137,383; at December 31, 2006, 2005, and 2004, respectively. The weighted average exercise price of these exercisable outstanding options and
warrants was $5.30, $6.52, and $6.59 respectively.



Valuation of Stock Options



Under the
Black-Scholes option pricing model, input assumptions are determined at the time of option grant and are not adjusted for the life of that grant. The following weighted average assumptions were used in the option fair value calculations.



|                                 |  |      |   |  |      |   |  |      |   |  |      |   |  |      |  
|-------------------------------- |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|Year of Grant                    |  | 2002 |   |  | 2003 |   |  | 2004 |   |  | 2005 |   |  | 2006 |  
|Expected term (years)            |  | 5.00 |   |  | 5.00 |   |  | 5.00 |   |  | 5.00 |   |  | 4.75 |  
|Expected volatility              |  | 116  | % |  | 108  | % |  | 102  | % |  | 55   | % |  | 55   | %
|Dividend yield                   |  |     |   |  |     |   |  |     |   |  |     |   |  |     |  
|Expected risk free interest rate |  | 4.13 | % |  | 3.30 | % |  | 3.20 | % |  | 4.07 | % |  | 4.82 | %



F-33



---

##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



Assumption of Business Signatures 2002 Stock Plan



As fully described in Note 3, on July 19, 2006, the Company completed
the acquisition of all of the outstanding stock of Business Signatures. As part of this acquisition, the Company assumed the obligations of Business Signatures under its 2002 Stock Plan. Under this plan, the Company assumed options to purchase
1,792,092 shares of Business Signature Common stock in exchange for options to purchase 1,150,590 shares of the Companys Common stock. The assumed options have a fair value estimated at $2,709 at the date of acquisition utilizing the following
Black-Scholes input assumptions:



|                                       |  |   |      |  
|-------------------------------------- |  | - | ---- | -
|Weighted average expected term (years) |  |   | 6.05 |  
|Expected volatility                    |  |   | 55   | %
|Expected dividend yield                |  |   |     |  
|Discount ratebond equivalent yield    |  |   | 4.11 | %
|Weighted average exercise price        |  | $ | 1.48 |  



On the date of
acquisition, 269,250 options to purchase the Companys Common stock were vested with an estimated value of $722. The fair value of assumed, vested options was accounted for as part of the purchase price. The remaining fair value of $1,987 of
unvested options constitutes future compensation cost to be recognized over the remaining service periods.



Summary Stock Options and SARs



The following tables summarize information concerning outstanding stock options and SARs as at December 31, 2006:



|                         |  |                             |  |                                         |  |                              |       |                         |   |                             |  |                              |  |                         |  |   |      
|------------------------ |  | --------------------------- |  | --------------------------------------- |  | ---------------------------- | ----- | ----------------------- | - | --------------------------- |  | ---------------------------- |  | ----------------------- |  | - | -----
|                         |  | Options Outstanding         |  | Options Exercisable                    
|Range of Exercise Prices |  | Number ofOptionsOutstanding |  | WeightedAverageRemainingContractualLife |  | WeightedAverageExercisePrice |       | AggregateIntrinsicValue |   | Number ofOptionsExercisable |  | WeightedAverageExercisePrice |  | AggregateIntrinsicValue
|$0.12 to $2.44           |  | 680,934                     |  | 0.28                                    |  |                              | 0.52  |                         |   | 2,550                       |  | 412,193                      |  | 0.66                    |  |   | 1,489
|$2.45 to $5.00           |  | 8,236,235                   |  | 6.55                                    |  |                              | 3.67  |                         |   | 5,731                       |  | 4,546,749                    |  | 3.72                    |  |   | 3,209
|$5.01 to $6.72           |  | 157,986                     |  | 2.71                                    |  |                              | 6.15  |                         |   |                             |  | 157,986                      |  | 6.15                    |  |   |      
|$6.73 to $6.86           |  | 1,825,213                   |  | 4.92                                    |  |                              | 6.75  |                         |   |                             |  | 1,825,213                    |  | 6.75                    |  |   |      
|$6.87 to $10.00          |  | 4,035,800                   |  | 4.31                                    |  |                              | 6.88  |                         |   |                             |  | 4,035,800                    |  | 6.88                    |  |   |      
|$10.01 to $50.00         |  | 398,289                     |  | 3.11                                    |  |                              | 22.75 |                         |   |                             |  | 398,289                      |  | 22.75                   |  |   |      
|$50.01 to $130.25        |  | 8,800                       |  | 3.24                                    |  |                              | 79.62 |                         |   |                             |  | 8,800                        |  | 79.62                   |  |   |      
|                         |  |                             |  |                                         |  |                              |       |                         |   |                             |  |                              |  |                         |  |   |      
|                         |  | 15,343,257                  |  |                                         |  | $                            | 5.30  |                         | $ | 8,281                       |  | 11,385,030                   |  |                         |  | $ | 4,698
|                         |  |                             |  |                                         |  |                              |       |                         |   |                             |  |                              |  |                         |  |   |      



F-34



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



Stock Option and SARs In-the-Money and Out-of-the-Money
Information as of December 31, 2006(1)



|                                   |  |             |  |                |  |            |  |                                        |  
|---------------------------------- |  | ----------- |  | -------------- |  | ---------- |  | -------------------------------------- | -
|                                   |  | Exercisable |  | Un-exercisable |  | Total      |  | Percentage of TotalOptions Outstanding |  
|In-the-Money                       |  | 3,648,806   |  | 3,824,813      |  | 7,473,619  |  | 49                                     | %
|Out-of-the-Money                   |  | 7,736,224   |  | 133,414        |  | 7,869,638  |  | 51                                     | %
|                                   |  |             |  |                |  |            |  |                                        |  
|Total Options and SARs Outstanding |  | 11,385,030  |  | 3,958,227      |  | 15,343,257 |  | 100                                    | %
|                                   |  |             |  |                |  |            |  |                                        |  

---

|(1) |  | The average closing price of the Common stock was $3.61 for the year ended December 31, 2006, as
reported by the NASDAQ Global Market. The closing price at December 29, 2006 was $4.27.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14.    Net Income (Loss) Per Share



The antidilutive effect excluded from the diluted net loss per share computation related to options to purchase Common stock under the treasury stock method for the year ended December 31, 2006 was 482,153
shares, compared to a dilutive effect of 1,682,383 and 1,225,534 shares for the years ended December 31, 2005 and 2004, respectively, which increased the weighted average common shares outstanding used in the computation of diluted net income
(loss) per share. In addition, 7,736,224, 7,756,093 and 6,951,494 out-of-the-money exercisable options that had exercise prices in excess of the average market price for the years ended December 31, 2006, 2005 and 2004, respectively, were
excluded from the computation of diluted net income (loss) per share in accordance with the treasury stock method.



15.    Related Party Transactions



Significant related party transactions not otherwise disclosed in the financial statements, included the following:



On September 14, 2006, the Company entered into a services agreement
with Gov3 Ltd. (Gov3). At the time this services agreement was concluded, Andrew Pinder, a Director for the Company at that time, held approximately 10% of the outstanding equity in Gov3. This services work involved assisting with
certain sales activities and in the development of certain marketing collateral. Gov3 received approximately $104 for the provision of such services. Mr. Pinder resigned from the Board of Directors on October 29, 2006 and became an
executive officer for the Company on the same date.



Revenues
include sales to Asia Digital Media for 2005 and 2004 of $667 and $1,077, respectively, net of intercompany profit eliminations. Sales and marketing expenses include $299 for consulting services received from Asia Digital Media in 2006.



Asia Digital Media reimburses the Company for expenses paid on behalf of
Asia Digital Media. The expenses reimbursed in 2005 and 2004 amounted to $112 and $146, respectively. These amounts have been recorded in these financial statements at the carrying amount of the transactions involved.



Revenues include sales to Entrust Japan for 2004 of $1,185.



Balances due to/from the related party, arising from the sales of product and
receipt of services referred to above, are typically payable net 30 days from the date of the related intercompany invoice. There was no trade accounts receivable from Asia Digital Media at December 31, 2006 or 2005. Accounts payable include
$82 due to Asia Digital Media at December 31, 2006.



F-35



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



16.    Commitments and Contingencies



(a)    Lease and Other Commitments



The Company leases administrative and sales offices
and certain property and equipment under non-cancelable operating leases that expire at various dates up to 2015. Total rent expenses under such leases for 2006, 2005 and 2004 were $5,258 $5,704 and $5,499, respectively. At December 31, 2006,
the future minimum lease payments under operating leases were as follows:



|                                                                      |  |                                     |        |                                        |   |                    |  |   |       
|--------------------------------------------------------------------- |  | ----------------------------------- | ------ | -------------------------------------- | - | ------------------ |  | - | ------
|                                                                      |  | Lease Paymentson UtilizedFacilities |        | LeasePayments onRestructuredFacilities |   | TotalLeasePayments
|2007                                                                  |  | $                                   | 3,669  |                                        | $ | 6,673              |  | $ | 10,342
|2008                                                                  |  |                                     | 3,101  |                                        |   | 6,645              |  |   | 9,746 
|2009                                                                  |  |                                     | 2,343  |                                        |   | 6,743              |  |   | 9,086 
|2010                                                                  |  |                                     | 2,181  |                                        |   | 7,013              |  |   | 9,194 
|2011                                                                  |  |                                     | 1,643  |                                        |   | 2,960              |  |   | 4,603 
|Thereafter                                                            |  |                                     | 8,475  |                                        |   |                   |  |   | 8,475 
|                                                                      |  |                                     |        |                                        |   |                    |  |   |       
|Total future minimum lease payments including restructured facilities |  | $                                   | 21,412 |                                        | $ | 30,034             |  | $ | 51,446
|                                                                      |  |                                     |        |                                        |   |                    |  |   |       



In addition to the
lease commitments included above, the Company has provided letters of credit totaling $3,250 as security deposits in connection with certain office leases. The Company has non-cancelable subleases of certain facilities included above. Payments to be
received under these subleases will total $1,146 in 2007, $1,182 in 2008, $1,219 in 2009, $1,255 in 2010 and $322 in 2011, all of which relate to restructured facilities.



The Company has also entered into a financing arrangement for the purpose of funding certain annual insurance premiums, with
a remaining balance of $562 at December 31, 2006.



(b)    Legal Proceedings



The Company is subject, from time to time, to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty,
management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Companys consolidated results of operations or consolidated financial position.



(c)    Contingencies



Entrust entered into a contract with the General Services Administration
(GSA) on March 31, 2000. It had come to the Companys attention that it might have a potential liability to the GSA under this contract, and the Company has advised the GSA of this matter. The Company conducted a
self-assessment of its compliance and internal processes with respect to the agreement, as well as the pricing requirements of the agreement, which was completed in September 2004. The Company estimated its probable minimum liability at $352 and
accrued this estimated amount in 2003. The results of the Companys self-assessment indicate that the liability is not significantly different from its estimate in 2003. Payment of the amount of this liability has now been made to the GSA, but
is subject to audit.



17.    Employee Savings Plan



The Company has a defined contribution retirement savings
plan covering substantially all of its full-time employees. This plan qualifies under Section 401(k) of the Internal Revenue Code for participating U.S. based



F-36



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



employees. The Company matches 50% of employee contributions up to 4.5% of their individual compensation. Matching contributions made by the Company totaled
$991, $785, and $795 for 2006, 2005, and 2004, respectively.



18.    Supplemental Cash Flows Information



The following is provided as supplemental information to the consolidated statements of cash flows:



|                                                                    |  |                        |     |      |   |      |  |   |      
|------------------------------------------------------------------- |  | ---------------------- | --- | ---- | - | ---- |  | - | -----
|                                                                    |  | Year EndedDecember 31,
|                                                                    |  | 2006                   |     | 2005 |   | 2004
|Non-cash investing and financing activities:                        |  |                        |     |      |   |      |  |   |      
|Minimum future payment obligations relating to purchase transaction |  | $                      |    |      | $ |     |  | $ | 1,202
|                                                                    |  |                        |     |      |   |      |  |   |      
|Conversion of loan to Ohana into common shares of ADML Holdco       |  | $                      |    |      | $ |     |  | $ | 650  
|                                                                    |  |                        |     |      |   |      |  |   |      
|Income taxes paid, net                                              |  | $                      | 509 |      | $ | 584  |  | $ | 31   
|                                                                    |  |                        |     |      |   |      |  |   |      



19.    Segment,
Geographic and Major Customer Information



(a)    Segment Information



The Company conducts business in one operating segment: namely, the design, production and sale of software products and related services for securing digital identities and information. The nature of the Companys different 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 Chairman, President and Chief Executive Officer on a
geographic basis. Accordingly, the Company has included a summary of the financial information, on a geographic basis, as reported to the Chairman, President and Chief Executive Officer.



F-37



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



(b)    Geographic information



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



The Company operates in three main geographic areas as follows:



|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|---------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                                                     |  | Year Ended December 31, |        
|                                                                                                     |  | 2006                    |         |   | 2005 |   |        | 2004 | 
|Revenues:                                                                                            |  |                         |         |   |      |   |        |      |  |   |        |  
|United States                                                                                        |  | $                       | 47,958  |   |      | $ | 44,333 |      |  | $ | 47,749 |  
|Canada                                                                                               |  |                         | 18,216  |   |      |   | 20,293 |      |  |   | 15,802 |  
|Europe, Asia and Other                                                                               |  |                         | 29,009  |   |      |   | 33,502 |      |  |   | 27,406 |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total revenues                                                                                       |  | $                       | 95,183  |   |      | $ | 98,128 |      |  | $ | 90,957 |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Segment operating income (loss) before depreciation and amortization and restructuring charges:      |  |                         |         |   |      |   |        |      |  |   |        |  
|United States                                                                                        |  | $                       | (2,339  | ) |      | $ | 1,832  |      |  | $ | 1,129  |  
|Canada                                                                                               |  |                         | (3,193  | ) |      |   | 9,371  |      |  |   | 4,315  |  
|Europe, Asia and Other                                                                               |  |                         | (1,576  | ) |      |   | (434   | )    |  |   | 1,100  |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total segment operating income (loss) before depreciation and amortization and restructuring charges |  |                         | (7,108  | ) |      |   | 10,769 |      |  |   | 6,544  |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Depreciation and amortization expense:                                                               |  |                         |         |   |      |   |        |      |  |   |        |  
|United States                                                                                        |  |                         | 1,417   |   |      |   | 668    |      |  |   | 558    |  
|Canada                                                                                               |  |                         | 2,227   |   |      |   | 4,782  |      |  |   | 4,589  |  
|Europe, Asia and Other                                                                               |  |                         | 83      |   |      |   | 148    |      |  |   | 235    |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total depreciation and amortization                                                                  |  |                         | 3,727   |   |      |   | 5,598  |      |  |   | 5,382  |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Restructuring charges:                                                                               |  |                         |         |   |      |   |        |      |  |   |        |  
|United States                                                                                        |  |                         | 2,765   |   |      |   |       |      |  |   |       |  
|Canada                                                                                               |  |                         |        |   |      |   |       |      |  |   |       |  
|Europe, Asia and Other                                                                               |  |                         |        |   |      |   |       |      |  |   |       |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total restructuring charges                                                                          |  |                         | 2,765   |   |      |   |       |      |  |   |       |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Segment operating income (loss) and consolidated income (loss) from operations:                      |  |                         |         |   |      |   |        |      |  |   |        |  
|United States                                                                                        |  |                         | (6,521  | ) |      |   | 1,164  |      |  |   | 571    |  
|Canada                                                                                               |  |                         | (5,420  | ) |      |   | 4,589  |      |  |   | (274   | )
|Europe, Asia and Other                                                                               |  |                         | (1,659  | ) |      |   | (582   | )    |  |   | 865    |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total segment operating income (loss) and consolidated income (loss) from operations                 |  |                         | (13,600 | ) |      |   | 5,171  |      |  |   | 1,162  |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Other income (expense):                                                                              |  |                         |         |   |      |   |        |      |  |   |        |  
|United States                                                                                        |  |                         | (1,683  | ) |      |   | 1,352  |      |  |   | 59     |  
|Canada                                                                                               |  |                         | 149     |   |      |   | 422    |      |  |   | 542    |  
|Europe, Asia and Other                                                                               |  |                         | 1       |   |      |   | (39    | )    |  |   | 2      |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Other income (expense)                                                                               |  |                         | (1,533  | ) |      |   | 1,735  |      |  |   | 603    |  
|                                                                                                     |  |                         |         |   |      |   |        |      |  |   |        |  



F-38



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##### Table of Contents

ENTRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in thousands, except share and per
share data, unless indicated otherwise)



|                                   |  |                         |         |   |      |   |         |      |  |   |        
|---------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | -------
|                                   |  | Year Ended December 31,
|                                   |  | 2006                    |         |   | 2005 |   |         | 2004
|Income (loss) before income taxes: |  |                         |         |   |      |   |         |      |  |   |        
|United States                      |  | $                       | (8,204  | ) |      | $ | 2,516   |      |  | $ | 630    
|Canada                             |  |                         | (5,271  | ) |      |   | 5,011   |      |  |   | 268    
|Europe, Asia and Other             |  |                         | (1,658  | ) |      |   | (621    | )    |  |   | 867    
|                                   |  |                         |         |   |      |   |         |      |  |   |        
|Income (loss) before income taxes  |  | $                       | (15,133 | ) |      | $ | 6,906   |      |  | $ | 1,765  
|                                   |  |                         |         |   |      |   |         |      |  |   |        
|Long-lived assets:                 |  |                         |         |   |      |   |         |      |  |   |        
|United States                      |  | $                       | 76,575  |   |      | $ | 16,511  |      |  | $ | 19,105 
|Canada                             |  |                         | 4,290   |   |      |   | 5,885   |      |  |   | 8,703  
|Europe, Asia and Other             |  |                         | 403     |   |      |   | 477     |      |  |   | 672    
|                                   |  |                         |         |   |      |   |         |      |  |   |        
|Total long-lived assets            |  | $                       | 81,268  |   |      | $ | 22,873  |      |  | $ | 28,480 
|                                   |  |                         |         |   |      |   |         |      |  |   |        
|Total assets:                      |  |                         |         |   |      |   |         |      |  |   |        
|United States                      |  | $                       | 105,831 |   |      | $ | 95,057  |      |  | $ | 110,988
|Canada                             |  |                         | 18,655  |   |      |   | 30,771  |      |  |   | 29,837 
|Europe, Asia and Other             |  |                         | 3,330   |   |      |   | 4,621   |      |  |   | 5,058  
|                                   |  |                         |         |   |      |   |         |      |  |   |        
|Total                              |  | $                       | 127,816 |   |      | $ | 130,449 |      |  | $ | 145,883
|                                   |  |                         |         |   |      |   |         |      |  |   |        



(c)    Major Customer Information



In 2006, a single customer accounted for 15% of revenues, while one other customer accounted for 10% of revenues. In 2005 and 2004, a single customer accounted for 10% of revenues in each of those years, while no
other customers accounted for 10% or more of revenues.



The
United States government represented 15%, 17% and 17% of total revenues in 2006, 2005 and 2004, respectively, when including revenues sold through resellers to the government end users. However, direct sales to the United States government
represented only 10%, 9% and 10% of total revenues in 2006, 2005 and 2004, respectively. The Canadian government represented 10%, 10% and 9% of total revenues in 2006, 2005 and 2004, respectively, when including revenues sold through resellers to
the government end users. However, direct sales to the Canadian government represented only 9%, 6% and 6% of total revenues in 2006, 2005 and 2004, respectively.



F-39



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                        |  |      |  |       
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ------
|ExhibitNumber |  | Description                                                                                                                                                            |  | Form |  | Number
|              |  |                                                                                                                                                                        | 
|2.1(1)       |  | Stock Purchase Agreement dated March 14, 2000 by and among the Registrant, Cygnacom Solutions Inc. and the Stockholders of Cygnacom Solutions Inc.                     |  | 8-K  |  | 2     
|              |  |                                                                                                                                                                        | 
|2.2(2)       |  | Agreement and Plan of Merger dated April 18, 2000 by and among the Registrant, Enable Acquisition Corp. and enCommerce, Inc.                                           |  | 8-K  |  | 2     
|              |  |                                                                                                                                                                        | 
|3.1(8)        |  | Articles of Amendment and Restatement of Charter, as amended, of the Registrant                                                                                        |  | 10-K |  | 3.1   
|              |  |                                                                                                                                                                        | 
|3.2(3)        |  | Amended and Restated Bylaws of the Registrant                                                                                                                          |  | S-1  |  | 3.4   
|              |  |                                                                                                                                                                        | 
|4.1(4)        |  | Specimen certificate for shares of Common Stock, $.01 par value, of the Registrant                                                                                     |  | 10-Q |  | 4.1   
|              |  |                                                                                                                                                                        | 
|4.2(10)       |  | Common Stock Purchase Warrant issued to Lehman Brothers Inc. for shares of Common Stock of the Registrant, dated April 22, 2001                                        |  | 10-Q |  | 4     
|              |  |                                                                                                                                                                        | 
|10.1(5)*      |  | Amended and Restated 1996 Stock Incentive Plan, as amended                                                                                                             |  | 10-Q |  | 10.10 
|              |  |                                                                                                                                                                        | 
|10.2(3)       |  | Lease Agreement dated as of January 28, 1998, between Colonnade Development Incorporated and Entrust Technologies Limited                                              |  | S-1  |  | 10.16 
|              |  |                                                                                                                                                                        | 
|10.3(8)       |  | Lease Agreement dated November 16, 2001 between Intervest-Parkway, Ltd. and the Registrant                                                                             |  | 10-K |  | 10.9  
|              |  |                                                                                                                                                                        | 
|10.4(7)       |  | Development Agreement dated December 29, 1999 between Canderel Management Inc. and Entrust Technologies Limited                                                        |  | S-3  |  | 10.4  
|              |  |                                                                                                                                                                        | 
|10.5(7)       |  | Lease dated December 29, 1999 in Pursuance of the Short Forms of Lease Act between 786473 Ontario Limited, Entrust Technologies Limited and Registrant                 |  | S-3  |  | 10.5  
|              |  |                                                                                                                                                                        | 
|10.6(7)       |  | Lease dated December 29, 1999 by and between 3559807 Canada Inc., Entrust Technologies Limited and the Registrant                                                      |  | S-3  |  | 10.6  
|              |  |                                                                                                                                                                        | 
|10.7(5)*      |  | enCommerce, Inc. 1997 Stock Option Plan                                                                                                                                |  | 10-Q |  | 10.1  
|              |  |                                                                                                                                                                        | 
|10.8(5)*      |  | enCommerce, Inc. 1997B Stock Option Plan                                                                                                                               |  | 10-Q |  | 10.2  
|              |  |                                                                                                                                                                        | 
|10.9(11)*     |  | 1999 Non-Officer Employee Stock Incentive Plan, as amended                                                                                                             |  | 10-K |  | 10.15 
|              |  |                                                                                                                                                                        | 
|10.10(8)      |  | Lease Agreement dated November 14, 2000 between Sobrato Interest II and the Registrant                                                                                 |  | 10-K |  | 10.20 
|              |  |                                                                                                                                                                        | 
|10.11(8)      |  | First Amendment to Lease dated July 26, 2001 by and between Sobrato Interests II and the Registrant                                                                    |  | 10-K |  | 10.21 
|              |  |                                                                                                                                                                        | 
|10.12(4)*     |  | Employment Agreement dated as of April 22, 2001 by and between F. William Conner and the Registrant                                                                    |  | 10-Q |  | 10.1  
|              |  |                                                                                                                                                                        | 
|10.13(4)*     |  | Special Nonstatutory Stock Option Agreement dated April 22, 2001 between the Registrant and F. William Conner                                                          |  | 10-Q |  | 10.2  
|              |  |                                                                                                                                                                        | 
|10.14(4)*     |  | Nonstatutory Stock Option Agreement Granted Under the Amended and Restated 1996 Stock Incentive Plan dated April 22, 2001 between the Registrant and F. William Conner |  | 10-Q |  | 10.3  
|              |  |                                                                                                                                                                        | 
|10.15(4)*     |  | Form of Nonstatutory Stock Option Agreement Granted Under the Amended and Restated 1996 Stock Incentive Plan to Non-Employee Directors of the Registrant               |  | 10-Q |  | 10.7  
|              |  |                                                                                                                                                                        | 
|10.16(8)*     |  | Letter Agreement dated May 17, 2001 between the Registrant and Edward J. Pillman                                                                                       |  | 10-K |  | 10.33 



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##### Table of Contents

|              |  |                                                                                                                                                                                             |  |                   |  |       
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | ------
|ExhibitNumber |  | Description                                                                                                                                                                                 |  | Form              |  | Number
|              |  |                                                                                                                                                                                             | 
|10.18(8)      |  | Lease Agreement dated November 1, 2001 by and between the Registrant and Intervest-Parkway, Ltd.                                                                                            |  | 10-K              |  | 10.9  
|              |  |                                                                                                                                                                                             | 
|10.19(12)*    |  | Letter Agreement dated August 29, 2003 between the Registrant and Hans Downer                                                                                                               |  | 10-Q              |  | 10.1  
|              |  |                                                                                                                                                                                             | 
|10.20(12)*    |  | Executive Severance Agreement dated September 4, 2003 between the Registrant and Kevin Sullivan                                                                                             |  | 10-Q              |  | 10.2  
|              |  |                                                                                                                                                                                             | 
|10.21(12)*    |  | Transition Agreement and Release dated September 18, 2003 between the Registrant and Edward J. Pillman                                                                                      |  | 10-Q              |  | 10.3  
|              |  |                                                                                                                                                                                             | 
|10.22(13)*    |  | Employment Letter dated October 15, 2004 between the Registrant and Jim N. Contardi                                                                                                         |  | 10-K              |  | 10.22 
|              |  |                                                                                                                                                                                             | 
|10.23(13)*    |  | Executive Confidentiality, Non-Solicitation, Non-Competition, Intellectual Property Rights, and Code of Conduct Agreement dated October 15, 2004 between the Registrant and Jim N.
Contardi |  | 10-K              |  | 10.23 
|              |  |                                                                                                                                                                                             | 
|10.24(13)*    |  | Executive Severance Agreement dated October 15, 2004 between the Registrant and Jim N. Contardi                                                                                             |  | 10-K              |  | 10.24 
|              |  |                                                                                                                                                                                             | 
|10.25(13)*    |  | 2005 Sales Compensation Plan dated March 14, 2005 between the Registrant and Jim N. Contardi                                                                                                |  | 10-K              |  | 10.25 
|              |  |                                                                                                                                                                                             | 
|10.26(13)*    |  | Separation Agreement and Release dated December 21, 2004 between the Registrant and Kevin Sullivan                                                                                          |  | 10-K              |  | 10.26 
|              |  |                                                                                                                                                                                             | 
|10.27(13)*    |  | Consulting Services Letter Agreement dated January 7, 2005 between the Registrant and Ed Pillman                                                                                            |  | 10-K              |  | 10.27 
|              |  |                                                                                                                                                                                             | 
|10.28(14)*    |  | Separation Agreement dated January 24, 2006 between the Registrant and Hans Downer                                                                                                          |  | 10-K              |  | 10.28 
|              |  |                                                                                                                                                                                             | 
|10.29(14)*    |  | Letter Agreement dated September 9, 2004 between the Registrant and Peter Bello                                                                                                             |  | 10-K              |  | 10.29 
|              |  |                                                                                                                                                                                             | 
|10.30(14)*    |  | Executive Severance Agreement dated September 9, 2004 between the Registrant and Peter Bello                                                                                                |  | 10-K              |  | 10.30 
|              |  |                                                                                                                                                                                             | 
|10.31(14)*    |  | Executive Confidentiality, Non-Solicitation, Non-Competition, Intellectual Property Rights, and Code of Conduct Agreement between the Registrant and Peter Bello                            |  | 10-K              |  | 10.31 
|              |  |                                                                                                                                                                                             | 
|10.32(14)*    |  | 2006 Sales Compensation Plan dated March 2, 2006 between the Registrant and Hans Ydema                                                                                                      |  | 10-K              |  | 10.32 
|              |  |                                                                                                                                                                                             | 
|10.33(14)*    |  | 2006 Sales Compensation Plan dated March 2, 2006 between the Registrant and Sam Morcos                                                                                                      |  | 10-K              |  | 10.33 
|              |  |                                                                                                                                                                                             | 
|10.34(15)*    |  | Contract of Employment dated October 29, 2006 between the Entrust (Europe) Ltd and Andrew Pinder                                                                                            |  | 8-K               |  | 10.1  
|              |  |                                                                                                                                                                                             | 
|10.35(16)*    |  | Severance and Change in Control Agreement dated February 15, 2007 between the Registrant and David J. Wagner                                                                                |  | 8-K               |  | 10.1  
|              |  |                                                                                                                                                                                             | 
|10.36(16)*    |  | Severance and Change in Control Agreement dated February 15, 2007 between the Registrant, Entrust Limited and Kevin Simzer                                                                  |  | 8-K               |  | 10.2  
|              |  |                                                                                                                                                                                            
|21            |  | Subsidiaries of the Registrant                                                                                                                                                              |  | Enclosed Herewith
|              |  |                                                                                                                                                                                            
|23.1          |  | Consent of Grant Thornton LLP                                                                                                                                                               |  | Enclosed Herewith
|              |  |                                                                                                                                                                                            
|31.1          |  | Rule 13a-14(a) Certification of Chief Executive Officer                                                                                                                                     |  | Enclosed Herewith



---

##### Table of Contents

|              |  |                                                         |  |                   |  |       
|------------- |  | ------------------------------------------------------- |  | ----------------- |  | ------
|ExhibitNumber |  | Description                                             |  | Form              |  | Number
|              |  |                                                        
|31.2          |  | Rule 13a-14(a) Certification of Chief Financial Officer |  | Enclosed Herewith
|              |  |                                                        
|32.1          |  | Section 1350 Certification of Chief Executive Officer   |  | Enclosed Herewith
|              |  |                                                        
|32.2          |  | Section 1350 Certification of Chief Financial Officer   |  | Enclosed Herewith

---

|* |  | Management contract of compensatory plan or arrangement filed in response to Item 15(a)(3) of Form 10-K.
|- |  | --------------------------------------------------------------------------------------------------------

|(1) |  | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated March 14, 2000 filed with the Securities and Exchange Commission on March 24,
2000 (File No. 000-24733).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated April 18, 2000 filed with the Securities and Exchange Commission on May 1, 2000
(File No. 000-24733).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated herein by reference to the Registrants Registration Statement on Form S-1 (File No. 333-57275).
|--- |  | -------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 (File No. 000-24733).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 (File No. 000-24733).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001 (File No. 000-24733).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated herein by reference to the Registrants Registration Statement on Form S-3 (File No. 333-95375).
|--- |  | -------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 000-24733).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 (File No. 000-24733).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 000-24733).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 000-24733).
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 (File No. 000-24733).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 000-24733).
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(14) |  | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 000-24733).
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(15) |  | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated October 29, 2006 filed with the Securities and Exchange Commission on
November 2, 2006 (File No. 000-24733).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) |  | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated February 15, 2007 filed with the Securities and Exchange Commission on
February 15, 2007 (File No. 000-24733).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Registrant agrees to furnish supplementary a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------