On July 7, 2009, Entrust, Inc. (NASDAQ: ENTU) ("Entrust" or the "Company") issued a press release announcing preliminary financial results for its fiscal quarter ended June 30, 2009, which includes forward-looking statements relating to 2009 as presented in the press release. A copy of Entrust's press release is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Entrust under the Securities Act of 1933 or the Exchange Act.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Company's preliminary earnings release contains non-GAAP financial measures. For non-GAAP financial measures presented in the preliminary earnings release, the most directly comparable financial measure is provided, along with a reconciliation of the differences between the non-GAAP financial measures. Additionally, the Company offers the following with respect to each non-GAAP adjustment item:

• the reasons why the Company's management believes theses non-GAAP financial measures provides useful information; and

• if material, any additional purposes for which the Company's management uses the non-GAAP financial measure.

STOCK COMPENSATION EXPENSE

Management uses non-GAAP financial measures excluding Stock Compensation Expense for managerial assessment purposes, including as a means to compare prior periods and evaluate operational results. Internal management reports and reports to the Board of Directors of the Company present both the GAAP and non-GAAP measure. The trend of stock option expense is generally known and the plan details are fully disclosed in the Company's notes to its financial statements and the Company's critical accounting policies further discuss.

Management believes stock compensation expense non-GAAP adjustment is significant to investors because stock compensation expenses are non-cash items, their fair value in the financial statements is estimated, and the non-GAAP adjustment allows comparability to prior periods for which they were not expensed under GAAP, prior to the implementation of SFAS 123R.

AMORTIZATION OF PURCHASED INTANGIBLES

Management excludes the amortization of purchased intangibles when assessing and making decision regarding operational and R&D funding decisions. Management believes the non-GAAP adjustment is significant to investors because the amortization of purchased intangibles is a non-cash item, and the amount was determined as a result of a prior acquisition decision and is not indicative of future cash operating costs. Disclosure of this amount also allows investors to measure the amount of current funding in R&D. The trend of amortization is known and is detailed in the notes to the Company's accounting statements.

ACQUISITION RELATED EXPENSES

Management evaluates current operational performance by excluding acquisition related expenses, and as a means to compare prior periods which also exclude such expenses. The Company believes the non-GAAP adjustment is significant to investors because it relates to expenses associated with the proposed acquisition by Thoma Bravo. The expenses associated with the proposed acquisition are not indicative of future cash operations costs and they allow comparability to prior periods. The trend of acquisition related expenses is not generally known. However, the cash commitments and estimated recoveries are fully disclosed in the Company's notes to its financial statements and the Company's critical accounting policies further discuss the risks associated with the estimates.

(d) Exhibits

Exhibit No.    Description
   99.1        Press Release dated July 7, 2009, announcing preliminary financial
               results for the fiscal quarter ended June 30, 2009 (furnished herewith).