UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 1

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

OR

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

Commission File No. 000-25120

RSA Security Inc.

(Exact name of registrant as specified in its charter)

Delaware	04-2916506
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

174 Middlesex Turnpike
Bedford, Massachusetts 01730
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:
(781) 515-5000

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

Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
Common Stock Purchase Rights
(Title of class)

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

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 o     No þ

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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. o

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. (Check one):

þ     Large accelerated filer     o     Accelerated filer     o     Non-accelerated filer

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

There were 72,399,391 shares of common stock outstanding as of February 28, 2006.

As of June 30, 2005, the approximate aggregate market value of the common stock held by non-affiliates of the registrant was $807,179,900 based on the last reported sale price of the registrant’s common stock on The NASDAQ National Market as of the close of business on that date.

DOCUMENTS INCORPORATED BY REFERENCE

	PART OF FORM 10-K
DOCUMENT	INTO WHICH INCORPORATED
Portions of the Registrant’s Proxy Statement for the 2006 Annual Meeting of Stockholders	Items 10, 11, 12, 13 & 14 of Part III

We make statements in this Report that are forward looking, that is, statements that are not historical facts but convey projections about the future. For example, statements containing the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “may,” “projects,” “will,” “would,” and similar expressions may be forward-looking statements. However, we caution investors not to place undue reliance on any forward-looking statements in this Report because these statements speak only as of the date when made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. There are a number of factors that could cause our actual results to differ materially from those indicated by these forward-looking statements, including without limitation, the factors set forth in this Report under Part 1, Item 1A Risk Factors.

RSA Security, RSA, Keon, ClearTrust, SecurID, BSAFE, ACE/Server, Confidence Inspired, The Most Trusted Name in e-Security, RSA Secured, FraudAction, eStamp and SecureSuite are either registered trademarks or trademarks of RSA Security Inc. in the United States and/or other countries. All other trademarks or trade names referred to in this Report are the property of their respective owners.

Amendment No. 1 to the Annual Report on Form 10-K
for the year ended December 31, 2005

EXPLANATORY NOTE

We are filing this amendment on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2005 (originally filed with the Securities and Exchange Commission on March 16, 2006) for the purpose of correcting several typographical errors in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation. Specifically, the tables in Item 7 summarizing our expenses for Research and Development, Marketing and Selling and General and Administrative contained numbers stated in thousands of dollars, even though the legends above the tables indicated that the numbers were stated in millions of dollars.

We have also amended the Exhibit Index referred to in Part IV, Item 15(c) to include additional certifications required under the Securities Exchange Act of 1934.

We are not restating any of our previously reported financial statements in this amendment, nor does this amendment change any of our disclosures except as noted above.

This amendment continues to speak as of the filing date of our original Form 10-K for the year ended December 31, 2005. We have not updated or amended the disclosures contained in this amendment to reflect events that have occurred since the filing of the original Form 10-K, nor have we modified or updated these disclosures in any way other than to correct the typographical errors described above. Accordingly, this amendment should be read in conjunction with our filings made with the SEC after March 16, 2006, the filing date of the original Form 10-K.

TABLE OF CONTENTS

	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX
EX-31.3 Section 302 Certification of CEO
EX-31.4 Section 906 Certification of CFO

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We make statements in this Report that are forward looking, that is, statements that are not historical facts but that convey projections about the future. For example, statements containing the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “may,” “projects,” “will,” “would,” and similar expressions may be forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements in this Report because these statements speak only as of the date when made. Furthermore, we are not obligated to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. There are a number of factors that could cause our actual results to differ materially from those indicated by these forward-looking statements, including without limitation the factors described above under “Part I, Item 1A Risk Factors.”

Overview

     RSA Security Inc. and its consolidated subsidiaries are an expert in protecting online identities and digital assets. The inventor of core security technologies for the Internet, the company leads the way in strong authentication and encryption, bringing trust to millions of user identities and the transactions that they perform. RSA Security’s portfolio of award-winning identity & access management solutions helps businesses to establish who’s who online — and what they can do.

     In December 2005, we acquired Cyota, Inc., a privately-held company headquartered in New York City that delivers online security and anti-fraud solutions to thousands of financial institutions worldwide. With the purchase of Cyota, we have introduced a risk-based layered authentication approach that will allow customers to choose from a range of authentication techniques — from life questions, watermarking and anomaly detection to digital certificates, tokens and smart cards — depending on the risks posed and desired convenience. Additionally, we believe that the acquisition will enable us to establish our company as a strategic hub for the consumer marketplace, providing the ability to authenticate and protect all aspects of online banking and e-commerce: end-users, merchants and transactions.

     We have historically derived our operating revenue primarily from two distinct product groups: Enterprise solutions, which includes RSA SecurID^® authentication credentials, RSA^® Authentication Manager (formerly known as RSA ACE/Server^®) software, RSA ClearTrust^® software, RSA^® Certificate Manager (formerly known as RSA Keon^®) software, and maintenance and professional services associated with those products; and Developer solutions, which includes RSA BSAFE^® encryption software and protocol products, RSA Certificate Manager components, and maintenance and professional services associated with those products. Although we did not derive any revenue from Cyota’s products during 2005, due to the timing of the acquisition, we anticipate that in the future we will attribute revenue from Cyota’s products to our Consumer solutions.

     We believe sales of our products are and will be driven by several major market trends: (1) enterprises Web-enabling their existing applications; (2) enterprises permitting secure and efficient access to internal resources, whether remotely or within the enterprise; (3) an increase in digital identity and asset theft, resulting in enterprises and consumers implementing new technologies to protect critical information; (4) enterprises bringing their information technology systems into compliance with government regulations and industry practices regarding information privacy and security; and (5) market demand for convenient and easy-to-use security technology. In addition, we see a number of major trends and drivers in our business:

• Our authentication product line contributes more than 80% of our revenue, while our less mature Enterprise software products continue to build revenue.

• Our Developer solutions continue to contribute between 7% and 12% of our total revenue despite the availability of free, “open source” products that compete with our RSA BSAFE product line. Our Developer solutions revenue tends to fluctuate from quarter to quarter, depending on the number of large transactions in any given quarter.

• Although the majority of our customers utilize our products to secure and to manage network and application access for their employees and partners, our sales of authentication credentials for use by consumers are increasing. We sell most of our consumer authentication credentials on a subscription basis, with revenue being recognized over the course of several years. Accordingly, our deferred revenue balance will likely increase as we build consumer revenue.

• Our product line synergies and the strength of our customer base create opportunities for us to sell additional products to existing customers and broader, multi-product solutions to new customers.

• Information technology budgets remain constrained, which has had and could continue to have a direct effect on the sale of our products.

• Some of our products, especially our single sign-on solutions and Web access management products, have long and unpredictable sales cycles, in part because our customers may need to invest potentially substantial resources and modify their network infrastructures to take advantage of the products.

• Increased competitive activity is putting pressure on our product prices and lengthening our sales cycles.

     Our Enterprise solutions customers typically place an initial order for a limited number of users, for either our RSA SecurID authenticators or any of our software products, and deploy additional authenticators or software licenses as their need for our products within their enterprise increases. Authenticators generally have a programmed life of two to five years, and as they expire, our customers typically place additional orders for replacement authenticators. We typically base our RSA Authentication Manager, RSA Certificate Manager and RSA ClearTrust software license fees on the number of users authorized under each customer’s license. In most cases, customers also enter into an annual customer support agreement for their software license at the time of their initial purchase and renew this support agreement annually. Our support agreement entitles our customers to software upgrades and telephone support.

     Our Developer solutions software licensing terms vary by product and customer. Typical licensing terms may include an initial prepaid license fee and ongoing royalties paid as a percentage of the developer’s product or service revenue, or payment of annual license fees, or a single fully paid-up license fee. Often, our existing developer customers go on to license new software or technology from us or wish to increase the field of use rights for the technology they have already licensed. In such a case, we amend our license agreement with the customer and charge additional licensing fees, thus deriving additional revenue.

     Our professional services group provides customers with project management, architecture and design, physical deployment, custom development, education and practitioner certification services. Customers typically pay for professional services either at a fixed price or at hourly or daily rates for the time it takes us to complete the project.

     We have contracted with outside manufacturing organizations to produce our RSA SecurID hardware authenticators, and many of our products contain technology that is licensed from third parties. Our cost of revenue consists primarily of costs associated with the manufacture and delivery of RSA SecurID authenticators and royalty fees that we pay for the licensed technology. Cost of revenue also includes warranty obligation expense and labor and overhead costs associated with professional services, customer support, and production activities. Production costs include the programming labor, shipping, inspection and quality control functions associated with the RSA SecurID authenticators. We continue to work to establish new supplier relationships in order to increase the number of vendors from which we buy our authenticators and authenticator components, and reduce our vulnerability to potential supply problems.

     We distribute our products through direct sales to end user customers, and through indirect sales, including (i) sales to distributors and resellers that we ship directly to the end user customer and (ii) sales to distributors for stocking purposes. For the year ended December 31, 2005, approximately 60% of our revenue was from sales to distributors and resellers shipped directly to the end user customers, approximately 34% of our revenue was from direct sales to end user customers, and approximately 6% of our revenue was from sales to stocking distributors. Our stocking distributors provide us with inventory level and point of sale reports on a monthly basis. A typical stocking distributor holds approximately four to six weeks of inventory on hand in the distribution channel. Generally, our arrangements with our distributors and resellers are non-exclusive, and we currently have arrangements with more than 2,000 distributors and resellers worldwide under the RSA SecurWorld Partner Program. The RSA SecurWorld Partner Program provides partners with a range of sales tools and education resources and is designed to reward those partners that devote resources to our products and programs and to sell to new customers. Over time, we believe this program will increase our rate of customer acquisition and generate increased indirect sales for us.

     Our direct sales to our customers in countries outside of the United States are denominated in either U.S. dollars or local currency, with the majority of our sales denominated in U.S. dollars. Where we do invoice customers in local currency, we are exposed to foreign exchange rate fluctuations from the time of invoicing until collection occurs. We are also exposed to foreign currency fluctuations between the time we collect in U.S. dollars and the time we pay our operating expenses in local currency. Fluctuations in currency exchange rates could affect the profitability and cash flows in U.S. dollars of our products sold in international markets.

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Application of Critical Accounting Policies and Estimates

     The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements 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 revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, sales returns, doubtful accounts, intangible assets, income taxes, warranty obligations, restructurings, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, our actual results could differ from those estimates.

     We believe the following critical accounting policies affect our significant estimates and assumptions used in the preparation of our consolidated financial statements.

     Revenue Recognition — Revenue is recognized when earned. We recognize revenue from the sale of products when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is considered probable. We recognize revenue from licensing other intellectual property when evidence of an arrangement exists, the fee is fixed or determinable and collection is considered probable. We reduce revenue for provisions of estimated returns. When arrangements contain multiple elements and vendor specific objective evidence of fair value exists for all undelivered elements, we recognize revenue for the delivered elements using the residual method. For arrangements containing multiple elements where vendor specific objective evidence of fair value does not exist for all undelivered elements, we defer revenue for the delivered and undelivered elements until vendor specific objective evidence of fair value exists or all elements have been delivered. We recognize revenue upon shipment of product to our stocking distributors, net of estimated returns. We defer maintenance services revenue, whether sold separately or as part of a multiple element arrangement, and recognize it ratably over the term of the maintenance contract, which is generally twelve months.

     Some of our arrangements contain bundled products that include a term software license, an RSA SecurID^® authenticator and support for the term of the license. As these arrangements contain multiple elements where vendor specific objective evidence of fair value does not exist for all undelivered elements, we record these arrangements as deferred revenue and recognize revenue ratably on a monthly basis over the term of the license agreement.

     For arrangements that contain an initial prepaid license fee with the payment of ongoing royalties, we recognize revenue on the initial prepaid license fee when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is considered probable. We recognize the ongoing royalties at the time a reliable estimate can be made of the actual usage that has occurred, provided that collection is probable. Annual license fees or one-time license fee arrangements typically contain non-refundable terms; therefore we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is considered probable.

     We recognize revenue allocated to professional service elements as the services are performed. When customization is essential to the functionality of the licensed software, then both the software license and professional services revenue are recognized under the percentage of completion method. We recognize revenue and gross profit using labor hours as an input measure of progress to completion on these arrangements.

     Allowance for Sales Returns — We record allowances for estimated sales returns and allowances in the same period as the related revenue is recorded. We base these estimates on historical sales returns, analysis of credit memo data, current economic trends, product line and customer industry data and other known factors. Our historical experience with sales returns varies by product line depending on the customer, industry and market. We must make judgments and estimates in connection with establishing the allowances for estimated sales returns in any reporting period. The amount and timing of our revenue and our cash flows for any reporting period may materially differ if actual sales returns and allowances differ from our estimates.

     Allowance for Doubtful Accounts — We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We analyze accounts receivable and the composition of the accounts receivable aging, historical bad debts, customer creditworthiness, concentration risk trends, current economic trends, regional factors and other known factors when evaluating the adequacy of the allowance for doubtful accounts. Based upon our analysis and estimates of the uncollectibility of our accounts receivable, we record an increase in the allowance for doubtful accounts when the prospect of collecting a specific account receivable becomes doubtful. Actual results could differ from the allowances for doubtful accounts recorded, and this difference may have a material effect on our financial position and results of operations. We record recoveries of accounts previously written off as uncollectible as increases to the allowance for doubtful accounts.

     Allowance for Warranty Obligations — Our standard practice is to provide a warranty on all RSA SecurID hardware authenticators for the customer selected programmed life of the authenticator (generally two to five years) and to replace any

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defective authenticators (other than authenticators damaged by a user’s abuse or alteration) free of charge. We sell our other products to customers with a limited warranty for product defects for a specified period, generally ninety days. We provide reserves for warranty obligations based on historical failure and defective return rates, and include these costs as a component of product cost of revenue. We reevaluate the estimate of warranty and defective return obligations, including the assumptions about estimated failure and return rates, each quarter.

     We recorded provisions for warranty obligations of $0.3 million, $0.2 million and $4.6 million for the years ended December 31, 2005, 2004 and 2003, respectively. During 2002 and 2003, our analysis of historical failure and defective return rates indicated that certain authenticators produced between 2000 and 2002 were subject to higher defect and failure rates than we had previously experienced. Accordingly, we recorded significant warranty provisions in the year ended December 31, 2003, based upon our estimates of warranty and defective return obligations as a result of these trends. We continue to monitor warranty claims and reevaluate our estimate of warranty and defective return obligations, which could result in additional warranty expense. Actual warranty returns could differ from the allowance for warranty obligations recorded.

     Income Taxes — We account for income taxes using the liability method which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities and for tax carryforwards. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

     We perform an annual assessment of the realization of our deferred tax assets considering all of the available evidence, both positive and negative. We then record a valuation allowance against the deferred tax assets which we believe, based on the weight of available evidence, will more than likely not be realized. In 2005, our valuation allowances were reduced by $5.2 million, which consisted of a net reduction of $0.9 million attributable to net tax liabilities assumed in the Cyota acquisition, and a further reduction of $4.3 million due to the realization of tax carryforwards for which valuation allowances had been provided. This $4.3 million reduction was recorded as a reduction in goodwill of $3.5 million and an increase in additional paid-in-capital of $0.7 million. In 2004, our valuation allowances were reduced by $1.8 million, which was attributable to (i) an increase of $10.8 million recorded against deferred tax assets that we believe will more than likely not be realized, and (ii) a decrease of $12.6 million which represents the tax benefit of the utilization of approximately $35.9 million of acquisition net operating loss carryforwards in 2004. The $12.6 million tax benefit reduced goodwill in 2004.

     Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowances recorded against deferred tax assets. We base the valuation allowance on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or we adjust these estimates in future periods, we may need to adjust our valuation allowance, which could materially impact our consolidated financial position and results of operations.

     The preparation of our consolidated financial statements requires us to estimate our income taxes in each of the jurisdictions in which we operate, including those outside the United States which may be subject to certain risks that ordinarily would not be expected in the United States. A change in our estimate of income by jurisdiction could cause a change in our annual effective tax rate.

     We are required to reserve for certain loss contingencies relating to, among other things, income taxes. In the ordinary course of global business there are many transactions and calculations where the ultimate tax outcome is uncertain. As a result we are, from time to time, subjected to various US, international and state tax audits. Accordingly, we reserve for potential tax liabilities due in these various jurisdictions. We review these tax reserves annually. In connection with our review of the tax reserves for 2005, we determined that the amount of reserves required for tax exposures was less than the amount recorded in the financial statements. As a result, we reduced the tax reserves by $2.5 million in 2005.

     Valuation of Goodwill and Other Intangible Assets — In assessing the recoverability of our intangible assets, we must make assumptions regarding estimated future cash flows and earnings and other factors used to determine the fair value of the respective assets. We will record an impairment charge in the amount by which the carrying value of the assets exceeds their fair value. We generally determine fair value based on estimated discounted future cash flows. If these estimates or their related assumptions change in the future, we may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. Any such impairment charge could be significant and could have a material adverse effect on our consolidated financial position and results of operations. We perform an annual test for impairment of our goodwill as of November 30 of each year and, if events or circumstances occur that would more likely than not reduce the fair value of the goodwill below its carrying amount, will perform an interim impairment test. We completed the required annual goodwill impairment test as of November 30, 2005, by comparing the carrying amount of the enterprise to the estimated fair value of the enterprise. Estimated fair value of the enterprise was determined based upon the market multiple valuation method, which requires that we utilize estimates of future cash flows, revenue and earnings. As of November 30, 2005, the fair value of the enterprise was

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greater than the carrying amount of the enterprise. Therefore, our annual goodwill impairment test performed as of November 30, 2005 did not result in an impairment of our goodwill. At December 31, 2005, we had $275.9 million of goodwill, which accounted for approximately 42% of our total assets. Any goodwill impairment test could result in a decrease to the carrying value of goodwill and could have a material effect on our results of operations and consolidated financial position.

     Restructurings — We periodically review our cost structure in terms of geographic footprint, product mix and human capital to ensure that we are in the best position to meet the demands of our shareholders, customers and other stakeholders. Our management may propose restructuring plans from time to time to more appropriately align our operations with external needs. A restructuring plan must be approved by our Board of Directors and our Chief Executive Officer or his designate.

     The policy is consistent with the guidance under Statement of Financial Accounting Standards (SFAS) No. 146 “Accounting for Costs Associated with Exit or Disposal Activities” and applies to costs associated with an exit activity that does not involve an entity newly acquired in a business combination or with a disposal activity covered by SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. These costs include, but are not limited to, the following: (a) termination benefits provided to current employees that are involuntarily terminated under the terms of a benefit arrangement that, in substance, is not an ongoing benefit arrangement or an individual deferred compensation contract (hereinafter referred to as one-time termination benefits; (b) costs to terminate a contract that is not a capital lease and (c) costs to consolidate facilities or relocate employees.

     We continue to monitor and assess our facility obligations, real estate markets and our operating expenses. If the assumptions for the estimates used in our restructuring reserve change due to changes in the real estate and sublease markets, or due to the terms of sublease agreements that we have obtained, the ultimate restructuring expenses for these facilities could vary by material amounts, and could cause us to record additional or revise previously recorded restructuring charges in future reporting periods which could have a material effect on our results of operations and consolidated position.

     Recent Accounting Pronouncements — On December 16, 2004, the Financial Accounting Standards Board issued a revision to SFAS No. 123, “Accounting for Stock-Based Compensation” titled “Share-Based Payment.” This revision requires that all share-based payments, including grants of employee stock options, are recognized in the consolidated statements of operations based upon their fair values. The adoption of SFAS 123R will have a material impact on our statements of operations. The revision is effective for public companies for fiscal periods beginning after June 15, 2005. We adopted SFAS 123R on January 1, 2006. Based on the current options outstanding, we expect our 2006 pretax expense for those options to be between $12.0 million and $14.0 million. This amount may increase to the extent any options are granted in 2006.

     Under SFAS 123R, the pro forma disclosures previously permitted no longer will be an alternative to financial statement recognition. We will apply the Black-Scholes valuation model in determining the fair value of share-based payments to employees, which will then be amortized on a straight-line basis over the requisite service period. We will apply the modified prospective method, which requires that compensation expense be recorded prospectively for all unvested stock options and restricted stock following the adoption of SFAS 123R.

2005 Compared with 2004

Summary of Financial Performance for the year ended December 31, 2005

• Our revenue for the year ended December 31, 2005 was $310.1 million, an increase of $2.6 million, or 0.9%, compared to revenue of $307.5 million for the year ended December 31, 2004.

• Our gross profit for the year ended December 31, 2005 was $244.5 million, a decrease of $7.8 million, or 3%, compared to gross profit of $252.3 million for the year ended December 31, 2004.

• Our net income for the year ended December 31, 2005 was $42.4 million, an increase of $7.4 million, or 21%, compared to net income of $35.0 million for the year ended December 31, 2004.

• During 2005, the United States Internal Revenue Service (“IRS”) issued tax refunds and associated interest payments to us totaling $9.9 million. The tax refunds received during 2005 were associated with our IRS audit for the years 1996 through 2002.

• Our cash, cash equivalents, and marketable securities were $187.8 million at December 31, 2005, compared to $289.7 million at December 31, 2004. The reduction to the balance at December 31, 2005 reflects $123.2 million in cash payments associated with the acquisition of Cyota, Inc., net of the $5.6 million in cash and cash equivalents on Cyota’s balance sheet as of the December 30, 2005 closing date. Additionally, we repurchased 2,154,729 shares of our common stock for $29.0 million during the year ended December 31, 2005.

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Results of Operations

     The following table sets forth certain consolidated financial data as a percentage of our total revenue:

	Years Ended December 31,
	2005			2004			2003
Revenue
Products		71.6	%		75.6	%		74.5	%
Maintenance and professional services		28.4			24.4			25.5
Total revenue		100.0			100.0			100.0
Cost of revenue
Products		12.6			10.2			12.5
Maintenance and professional services		8.2			7.6			8.0
Amortization of technology related intangible assets		0.4			0.2			—
Total cost of revenue		21.2			18.0			20.5
Gross margin		78.8			82.0			79.5
Costs and expenses
Research and development		20.2			20.1			20.6
Marketing and selling		36.2			35.8			36.3
General and administrative		10.4			10.6			13.0
Restructurings		0.7			0.3			—
Total		67.4			66.8			69.9
Income from operations		11.4			15.2			9.6
Interest (expense) income and other		3.2			(1.1	)		(3.1	)
Income from investing activities		—			0.1			0.6
Income before provision for income taxes		14.6			14.2			7.1
Provision for income taxes		0.9			2.8			1.4
Net income		13.7	%		11.4	%		5.7	%

Revenue

     The following tables set forth the amount, percentage of total revenue and percentage increase (decrease) of our revenue by product group, product type and product line:

	Years Ended December 31,										Percentage
	2005					2004					Increase
($ in millions)	Revenue		Percentage			Revenue		Percentage			(Decrease)
Product group:
Enterprise solutions	$	282.6		91.1	%	$	279.2		90.8	%		1.2	%
Developer solutions		27.5		8.9	%		28.3		9.2	%		(2.9	)%
Total	$	310.1		100.0	%	$	307.5		100.0	%		0.9	%
Product type:
Authenticators	$	148.3		47.8	%	$	151.2		49.2	%		(1.9	)%
Software products		73.8		23.8	%		81.3		26.4	%		(9.2	)%
Maintenance and professional services		88.0		28.4	%		75.0		24.4	%		17.3	%
Total	$	310.1		100.0	%	$	307.5		100.0	%		0.9	%
Product line:
Authentication products	$	257.2		82.9	%	$	257.6		83.8	%		(0.2	)%
Encryption products		27.4		8.9	%		28.0		9.1	%		(2.0	)%
Web access management products		25.5		8.2	%		21.9		7.1	%		16.2	%
Total	$	310.1		100.0	%	$	307.5		100.0	%		0.9	%

     Our revenue is broken out into three geographic regions consisting of the United States, Europe and other, and Asia Pacific. The following table sets forth the amount of revenue, percentage of total revenue and percentage increase (decrease) of revenue by region for the years ended December 31, 2005 and 2004:

	Years Ended December 31,										Percentage
	2005					2004					Increase
($ in millions)	Revenue		Percentage			Revenue		Percentage			(Decrease)
United States	$	170.2		54.9	%	$	172.7		56.2	%		(1.5	)%
Europe and other		103.6		33.4	%		100.6		32.7	%		3.0	%
Asia Pacific		36.3		11.7	%		34.2		11.1	%		6.2	%
Total	$	310.1		100.0	%	$	307.5		100.0	%		0.9	%

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     Total revenue increased $2.6 million or 0.9% in the year 2005 as compared to the year 2004 as a result of a 17% increase in maintenance and professional service revenue, offset by a 2% decrease in authenticator revenue and a 9% decrease in software product revenue. Authenticator revenue in 2005 was affected by a decline in replacement authentication credentials due to the economic decline in 2001 and 2002. This economic decline caused a slower growth of credential shipments in the year 2001, and this growth further slowed in 2002. We generally license our security credentials for a term of 3 to 4 years; therefore a lower volume of credential licenses in 2001 and 2002 results in replacement authentication credentials in 2005 being at a lower level than in 2004. Total revenue was also affected by a larger number of high volume sales and increased consumer business in 2005, as compared to 2004, which tend to have lower pricing levels.

     Our RSA SecurID authentication product line generates a substantial portion of our revenue. RSA SecurID credentials (which includes hardware and software, smart cards and USB tokens) licensed, in thousands, were as follows:

					Percentage
	2005		2004		Increase
Number of credentials licensed		4,673		3,887		20.2	%

     The increase in credentials licensed in the year 2005, as compared to the year 2004, was attributable to an increase in users within our existing enterprise accounts, new customers and the growth of credentials licensed for consumer authentication. The increase in the number of credentials licensed is offset by a decrease in pricing levels, which has contributed to a decrease in overall product revenues. We believe our RSA SecurID authentication products generate and will continue to generate substantial revenue for us.

     Professional service and maintenance revenue increased 17.3% in the year 2005, as compared to the year 2004. The increase in professional service and maintenance revenue service revenue was primarily attributable to a high rate of renewals of annual maintenance contracts related to the sale of products in prior periods.

     We believe the increase in our Web access management revenue in the year 2005, as compared to the year 2004, was due in part to an increase in the number of customers allowing access of their information and applications by internal and external users. We believe that our Web access management revenue will continue to grow due to increased deployments of Web-based applications that may be accessed by a company’s employees, partners and customers.

     The slight decrease in encryption revenue during the year ended December 31, 2005, as compared to the comparable period in 2004, was primarily due to slower than anticipated adoption of standards-based Digital Rights Management technologies. We believe that our Developer solutions revenue may benefit from companies’ needs to secure their computing systems, databases and transactions due to various regulatory requirements.

     We believe that our future total revenue will be influenced by a number of major factors:

• As new, lower cost remote access technologies become available and as employment rates increase, we believe that we will benefit with increased total product revenue.

• We believe the increased awareness of digital identity theft will drive organizations and consumers to adopt technologies such as strong authentication, and we believe we will benefit from this trend.

• We believe that governmental regulations regarding the access to and distribution of private information will drive demand for our products. For example, we believe our revenue from the healthcare and financial services markets will increase as companies work to bring their information technology systems into compliance with industry-specific privacy and security laws and standards.

• We believe that as the United States government proceeds with its agenda of increasing awareness and funding of cyber-security issues and focusing on homeland security, we may benefit with increased revenue.

• However, information technology budgets continue to be constrained, and the continued uncertainty in the economy and global affairs may affect revenue generated from the sales of our products in future quarters.

• In addition, we are seeing increased competitive activity, which is putting pressure on our product prices. We believe that increased competition is lengthening our sales cycles.

• Growth in our consumer authentication credentials will increase the mix of our subscription revenue recognized ratably over the life of the contracts.

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• In 2005, we instituted a major new program for our resellers and distributors and reorganized our sales force. Our future revenue will depend on the rate at which our current resellers and distributors participate in the new program, our ability to attract new resellers and distributors to the program and the effectiveness of our reorganized sales force.

Gross Profit

     The following table compares our gross profit and gross margin for products and maintenance and professional services:

	Years Ended December 31,
	2005					2004
($ in millions)	Gross Profit		Gross Margin			Gross Profit		Gross Margin
Products	$	181.9		81.9	%	$	200.6		86.3	%
Maintenance and professional services		62.6		71.1	%		51.7		68.9	%
Total	$	244.5		78.8	%	$	252.3		82.0	%

     The decrease in total gross margin for 2005, as compared to 2004, was primarily a result of the greater mix of services revenue as a percentage of our total revenue; start up costs associated with the build-out of our RSA Consumer Authentication Service, and increased licensed technology fees to third parties.

     The decrease in gross margin for products for 2005 as compared to 2004 was primarily attributable to a decrease in software revenue year over year, which typically has higher margin than other products, and a $1.3 million inventory commitment charge recorded in the fourth quarter of 2005.

Research and Development

     The following table compares our research and development expenses for the years ended December 31, 2005 and 2004:

	December 31,
($ in millions)	2005			2004			% Change
Research and development	$	62.5		$	61.9			1.0	%
Percentage of revenue		20.2	%		20.1	%

     Research and development expenses increased $0.6 million in 2005, as compared to 2004, primarily due to an increase in consulting expenses of approximately $2.0 million, associated with our continued allocation of resources towards investing in our future product offerings, partially offset by a decrease in payroll costs of $0.6 million, resulting from our restructuring plan relating to engineering resources and a decrease of overhead expenses of approximately $0.6 million.

Marketing and Selling

     The following table compares our sales and marketing expenses for the years ended December 31, 2005 and 2004:

	December 31,
($ in millions)	2005			2004			% Change
Marketing and selling	$	112.1		$	110.2			1.7	%
Percentage of revenue		36.2	%		35.9	%

     Marketing and selling expenses increased $1.9 million in 2005 as compared to 2004 primarily due to an increase of approximately $1.4 million in payroll costs due to an increase in our consumer sales force and an increase of $1.3 million in consulting expenses. This increase in 2005 as compared to 2004 was partially offset by a decrease of $1.6 million in spending on marketing programs.

General and Administrative

     The following table compares our general and administrative expenses for the years ended December 31, 2005 and 2004:

	December 31,
							%
($ in millions)	2005			2004			Change
General and administrative	$	32.4		$	32.6			(0.8	)%
Percentage of revenue		10.4	%		10.6	%

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     General and administrative expenses decreased $0.3 million in 2005 as compared to 2004 primarily due to a decrease in payroll expenses of approximately $0.5 million, associated with decreased bonus payouts and decreased overhead costs of approximately $1.6 million, associated with cost saving initiatives throughout 2005. This decrease was offset by an increase in legal expenses of approximately $2.2 million which was primarily attributable to a non recurring reimbursement of legal fees in 2004 resulting from our successful defense of an arbitration.

Restructurings

     The following table summarizes our restructuring activities:

	Facility Exit						Liquidation
	Costs & Related						of Sweden
	Asset			Severance			Development
($ in millions)	Impairments			Costs			Operations			Total
Balance at January 1, 2003	$	35.9		$	1.4		$	0.6		$	37.9
Revision of previously recorded restructuring charges — 2003		0.8			(0.6	)		(0.2	)		—
Payments — 2003		(8.8	)		(0.6	)		(0.4	)		(9.8	)
Write offs — 2003		(0.2	)		—			—			(0.2	)
Balance at December 31, 2003		27.7			0.2			—			27.9
Revision of previously recorded restructuring charges — 2004		1.0			(0.2	)		—			0.8
Payments — 2004		(9.0	)		—			—			(9.0	)
Balance at December 31, 2004		19.7			—			—			19.7
Restructuring charges — 2005		—			2.1			—			2.1
Payments — 2005		(5.1	)		(0.9	)		—			(6.0	)
Balance at December 31, 2005	$	14.6		$	1.2		$	—		$	15.8

     During the year ended December 31, 2002, we recorded restructuring charges of $56.0 million, consisting of facility exit costs, costs associated with the liquidation of our Swedish development operations and the sale of certain Swedish assets and the business related to the assets to TFS Technology AB (“TFS”), and severance and other costs associated with the reduction of employee headcount.

     During 2004, we recorded a net charge of $1.0 million related to our revised estimates of facility exit costs. We revised this estimate of facility exit costs based upon the terms of finalized subleases and associated costs obtained during the second quarter of 2004. We also reduced our restructuring reserve by $0.2 million at December 31, 2004 when we determined our remaining severance and costs were lower than originally estimated.

     On December 1, 2005, our management committed to a plan to restructure our engineering resources into four core locations around the world. Under the plan, which we expect to bring greater cost efficiencies to the engineering group and closer coordination to engineering projects, and we estimate that approximately 120 positions will be relocated. All engineering personnel currently based in our offices in Vancouver, B.C, San Mateo, California and New York City will be relocated to Bedford, Massachusetts or to expanded operations in India and Brisbane, Australia. These transitions will be conducted in phases, with an expected completion date of December 2006. The program is projected to result in total charges in the range of $10.0 million to $14.0 million primarily related to facility closings and headcount reductions associated with relocating engineering resources. In the fourth quarter of 2005, we recorded a charge of $2.1 million related to engineering, sales and other headcount reductions in connection with this plan. We will record charges related to facility closings when we cease to use the underlying spaces, which is estimated to be during 2006 and 2007.

     We expect to pay the remaining restructuring costs accrued at December 31, 2005 as follows:

Year ending December 31, 2006	$   5.9 million
Year ending December 31, 2007	4.3 million
Year ending December 31, 2008	3.4 million
Year ending December 31, 2009	2.2 million
Total	$  15.8 million

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Interest Income (Expense) and Other, Net

     Interest income (expense) and other, net includes the following:

	Years Ended December 31,
($ in millions)	2005		2004
Interest expense on 7% convertible debentures	$	—	$	(4.2	)
Non cash amortization of deferred financing costs		—		(1.3	)
Non cash accretion of warrant value		—		(1.1	)
Interest income and other, net		2.2		0.4
Investment income		7.2		3.2
Unrealized gain (loss) from foreign currency translation		0.5		(0.3	)
Total interest income (expense) and other, net	$	9.9	$	(3.3	)

     Interest expense, non cash amortization of deferred financing costs and non cash accretion of warrant value included in interest expense and other were incurred in connection with our 7% convertible debentures, which we issued in October and November 2001 and converted to common stock in 2004.

     The increase in interest income net of expense and other in 2005 as compared to 2004 was primarily due to higher cash, cash equivalent and marketable securities balances maintained in 2005 as compared to 2004, and $0.9 million of interest that was earned as part of the total IRS tax refunds that we received in 2005. The increase in investment income for 2005 as compared to 2004 was due to higher cash and marketable securities investment balances and increased investment yields. The unrealized gain from foreign currency translation was primarily due to the strengthening of the US dollar during 2005.

Provision for Income Taxes

     The preparation of our consolidated financial statements requires us to estimate our income taxes in each of the jurisdictions in which we operate, including those outside the United States which may be subject to certain risks that ordinarily would not be expected in the United States. A change in our estimate of income by jurisdiction could cause a change in our annual effective tax rate.

     We recorded an income tax provision of $2.9 million for 2005 compared to an income tax provision of $8.7 million for 2004. Our effective tax rate decreased to 6.5% for 2005 from 19.9% in 2004. The decrease in the effective tax rate in 2005 is primarily attributable to the receipt of $9.9 million of income tax refunds received from the settlement of the Internal Revenue Service audit for the periods 1996 – 2002, of which $4.9 million was recorded as a benefit to tax expense in 2005. Additionally, we reversed $2.5 million of previously established income tax reserves that we determined were no longer required. Excluding the effect of these two items, our effective tax rate would have been approximately 23.2% in 2005.

     We perform an annual assessment of the realization of our deferred tax assets considering all of the available evidence, both positive and negative. We then record a valuation allowance against the deferred tax assets which we believe, based on the weight of available evidence, will more than likely not be realized. In 2005, our valuation allowances were reduced by $5.2 million, which consisted of a net reduction of $0.9 million attributable to net tax liabilities assumed in the Cyota acquisition, and a further reduction of $4.3 million due to the realization of tax carryforwards for which valuation allowances had been provided. This $4.3 million reduction was recorded as a reduction in goodwill of $3.5 million and an increase in additional paid-in-capital of $0.7 million. In 2004, our valuation allowances were reduced by $1.8 million, which was attributable to (i) an increase of $10.8 million recorded against deferred tax assets that we believe will more than likely not be realized, and (ii) a decrease of $12.6 million which represents the tax benefit of the utilization of approximately $35.9 million of acquisition net operating loss carryforwards in 2004. The $12.6 million tax benefit reduced goodwill in 2004.

We are required to reserve for certain loss contingencies relating to, among other things, income taxes. In the ordinary course of global business there are many transactions and calculations where the ultimate tax outcome is uncertain. As a result we are, from time to time, subjected to various US, international and state tax audits. Accordingly, we reserve for potential tax liabilities due in these various jurisdictions. We review these tax reserves annually. In connection with our review of the tax reserves for 2005, we determined that the amount of reserves required for tax exposures was less than the amount recorded in the financial statements. As a result, we reduced the tax reserves by $2.0 million and $0.5 million in the third and fourth quarters of 2005 respectively. The $2.5 million net decrease in the reserve for the year is primarily attributable to the settlement of the Internal Revenue Service audit in 2005.

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2004 Compared with 2003

Revenue

     The following tables set forth the amount, percentage of total revenue and percentage increase of our revenue by product group, product type and product line:

	Years Ended December 31,
	2004					2003					Percentage
($ in millions)	Revenue		Percentage			Revenue		Percentage			Increase
Product group:
Enterprise solutions	$	279.2		90.8	%	$	235.8		90.7	%		18.4	%
Developer solutions		28.3		9.2	%		24.1		9.3	%		17.4	%
Total	$	307.5		100.0	%	$	259.9		100.0	%		18.3	%
Product type:
Authenticators	$	151.2		49.2	%	$	129.8		49.9	%		16.5	%
Software products		81.3		26.4	%		63.9		24.6	%		27.2	%
Maintenance and professional services		75.0		24.4	%		66.2		25.5	%		13.3	%
Total	$	307.5		100.0	%	$	259.9		100.0	%		18.3	%
Product line:
Authentication products	$	259.0		84.2	%	$	223.4		86.0	%		15.9	%
Encryption products		28.0		9.1	%		24.0		9.2	%		16.7	%
Web access management products		20.5		6.7	%		12.5		4.8	%		64.0	%
Total	$	307.5		100.0	%	$	259.9		100.0	%		18.3	%

     The following tables set forth the amount, percentage of total revenue and percentage increase of revenue by regional area:

	Years Ended December 31,
	2004					2003					Percentage
($ in millions)	Revenue		Percentage			Revenue		Percentage			Increase
United States	$	172.7		56.2	%	$	155.0		59.6	%		11.4	%
Europe and other		100.6		32.7	%		80.2		30.9	%		25.4	%
Asia Pacific		34.2		11.1	%		24.7		9.5	%		38.5	%
Total	$	307.5		100.0	%	$	259.9		100.0	%		18.3	%

     We believe the increase in our total revenue in 2004, as compared to 2003, was primarily attributable to several major factors:

• We had observed that businesses are continuing the trend toward permitting remote access to internal resources and Web-enabling existing applications.

• Our identity and access management solutions promote our product synergies and enabled us to generate additional revenue by selling additional products to existing customers.

• An increasing number of small and mid-size businesses adopted our authentication products.

• Some of our existing larger customers had expanded their deployments of our products.

• Our sales to the financial services and technology vertical markets continued to provide increased revenue for us.

     Our RSA SecurID authentication product line generates a substantial portion of our revenue. RSA SecurID credentials (includes hardware and software, smart cards and USB) licensed, in thousands, were as follows:

					Percentage
	2004		2003		Increase
Number of credentials licensed		3,887		3,132		24.1	%

     The increase in number of credentials licensed in 2004 as compared to 2003, contributed to the increased revenue from our RSA SecurID authentication product line.

     We believe the increase in our Web access management revenue was due in part to an increase in the number of companies allowing access of their information and applications by internal and external users.

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     The increase in Developer solutions and encryption revenue during the year ended 2004 as compared to the year ended 2003 was primarily due to an increase in sales in the technology vertical market.

     The increase in service revenue for 2004 as compared to 2003 can primarily be attributed to purchases by new customers coupled with high renewals of annual maintenance contracts from sales of products in prior periods.

     Revenue from the government sector of our business increased 41% during 2004 as compared to 2003.

Gross Profit

     The following table compares our gross profit and gross margin for products and maintenance and professional services:

	Years Ended December 31,
	2004					2003
($ in millions)	Gross Profit		Gross Margin			Gross Profit		Gross Margin
Products	$	200.6		86.3	%	$	161.4		83.3	%
Maintenance and professional services		51.7		68.9	%		45.3		68.5	%
Total	$	252.3		82.0	%	$	206.7		79.5	%

     The increase in total gross margin for 2004 as compared to 2003 was primarily a result of our efforts to reduce costs and improve operating efficiencies, together with an increase in total revenue.

     The increase in gross margin for products for 2004 as compared to 2003 was primarily attributable to an increase in software revenue year over year, which typically has higher margin than other products combined with a decrease of $4.4 million in our warranty obligation expense in 2004 as compared to 2003. The warranty obligation expense decrease in 2004 is primarily attributable to shorter cycle time on the identification and resolution of manufacturing defects.

     The increase in gross profit from maintenance and professional services in 2004, as compared to 2003, was primarily attributable to increased maintenance revenue achieved on decreased customer support costs.

Research and Development

     The following table compares our research and development expenses for the years ended December 31, 2004 and 2003:

	December 31,
							%
($ in millions)	2004			2003			Change
Research and development	$	61.9		$	53.6			15.4	%
Percentage of revenue		20.1	%		20.6	%

     Research and development expenses increased $8.3 million in 2004 as compared to 2003 primarily due to an increase in payroll and consulting expenses of approximately $7.1 million associated with our continued allocation of resources towards investing in our future product offerings and an increase in overhead expenses of approximately $1.1 million.

Marketing and Selling

     The following table compares our sales and marketing expenses for the years ended December 31, 2004 and 2003:

	December 31,
							%
($ in millions)	2004			2003			Change
Marketing and selling	$	110.2		$	94.3			16.9	%
Percentage of revenue		35.9	%		36.3	%

     Marketing and selling expenses increased $16.0 million in 2004 as compared to 2003 primarily due to increased payroll costs due to an increase in the sales force of approximately $8.1 million. For 2004 as compared to 2003, approximately $3.5 million of the increase in marketing and selling expenses was from increased overhead; approximately $1.3 million of the increase was from increased spending on marketing programs; and approximately $3.1 million of the increase was from increased commission expense due to increased revenue.

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General and Administrative

     The following table compares our general and administrative expenses for the years ended December 31, 2004 and 2003:

	December 31,
							%
($ in millions)	2004			2003			Change
General and administrative	$	32.6		$	33.8			(3.4	)%
Percentage of revenue		10.6	%		13.0	%

     Total general and administrative expenses decreased $1.1 million in 2004 as compared to 2003 primarily due to a $5.6 million decrease of legal fees. This decrease was partially offset by increased payroll and overhead costs of approximately $3.0 million associated with an increased workforce and increased bonus payouts, approximately $1.2 million of increased consulting fees, and a non recurring expense of $1.2 million for fees and losses on investment income related to our deferred compensation plan.

Restructurings

     The following table summarizes our restructuring activities:

	Facility Exit						Liquidation
	Costs & Related						of Sweden
	Asset			Severance			Development
($ in millions)	Impairments			Costs			Operations			Total
Balance at January 1, 2002	$	9.8		$	1.3		$	—		$	11.1
Restructuring charges — 2002		8.3			5.7			4.4			18.4
Revision of previously recorded restructuring charges — 2002		35.7			—			1.9			37.6
Payments — 2002		(5.8	)		(5.6	)		(5.7	)		(17.1	)
Write offs — 2002		(12.1	)		—			—			(12.1	)
Balance at December 31, 2002		35.9			1.4			0.6			37.9
Revision of previously recorded restructuring charges — 2003		0.8			(0.6	)		(0.2	)		—
Payments — 2003		(8.8	)		(0.6	)		(0.4	)		(9.8	)
Write offs — 2003		(0.2	)		—			—			(0.2	)
Balance at December 31, 2003		27.7			0.2			—			27.9
Revision of previously recorded restructuring charges — 2004		1.0			(0.2	)		—			0.8
Payments — 2004		(9.0	)		—			—			(9.0	)
Write offs — 2004		—			—						—
Balance at December 31, 2004	$	19.7		$	—		$	—		$	19.7

     During the year ended December 31, 2002, we recorded restructuring charges of $56.0 million, consisting of facility exit costs, costs associated with the liquidation of our Swedish development operations and the sale of certain Swedish assets and the business related to the asset to TFS Technology AB (“TFS”), and severance and other costs associated with the reduction of employee headcount. The 2002 restructuring charges include costs of $37.6 million incurred due to the revision of previously recorded restructuring charges.

     During 2002 and 2001, we evaluated and initiated restructuring actions in order to consolidate some of our operations, enhance operational efficiency and reduce expenses. These actions resulted in total restructuring charges of $56.0 million and $20.0 million for the years ended December 31, 2002 and 2001, respectively.

     Included in the 2002 restructuring charges were new charges of $8.3 million consisting of facility exit costs and related impairment of leasehold improvements and furniture and fixtures. Facility exit costs consist of estimated shortfalls of sublease rental income compared to obligations due under certain exited facilities leases which are payable through 2009.

     Impairment of leasehold improvements and furniture and fixtures included in facility exit costs are for unamortized leasehold improvements and furniture and fixtures that we believe will not be recoverable upon sublease of exited facilities. Total facility exit costs for 2002 include costs of $35.7 million we incurred when we revised estimates used in previously recorded restructuring charges. We revised the estimates included in facility exit costs due to the extension of the period of time estimated to obtain sublease tenants for certain exited facilities, based on the terms of finalized subleases obtained during 2002, due to higher than anticipated operating costs associated with certain exited facilities, and due to the continued uncertainty and deterioration in the commercial real estate and sublet markets in the Boston metropolitan area.

     We recorded restructuring charges of $6.3 million during 2002 associated with the liquidation of our Swedish development operations and the sale of certain Swedish assets and the business related to the assets to TFS. We sold these assets and related

13

business to TFS in exchange in part for TFS’s assumption of the liabilities related to the assets and associated business, including the related support obligations and certain employees. The total number of employees included in this transaction was 76, of which 67 were employed in research and development and 9 were employed in general and administrative functions. The total Sweden liquidation costs include additional costs of $1.9 million incurred upon revision of estimates used in previously recorded restructuring charges.

     Also included in restructuring charges for 2002 are severance and other costs associated with the reduction of employee headcount of $5.7 million for 121 employees, of which 15 were employed in manufacturing, customer operations and technical services, 37 were employed in research and development, 48 were employed in sales and marketing, and 21 were employed in general and administrative functions.

     During 2003 we revised estimates used in previously recorded restructuring charges. These revisions resulted in no net change to our restructuring liability at December 31, 2003. We revised estimates of facility exit charges based upon the terms of finalized subleases obtained during 2003, due to lower than anticipated operating costs and other direct costs associated with certain exited facilities, and due to revisions in anticipated headcount growth. These revised estimates of excess facility costs resulted in a net increase to facility exit costs of $0.8 million at December 31, 2003. In addition, we reduced our severance restructuring reserve by $0.6 million at December 31, 2003 when we determined our remaining severance and other outplacement costs were lower than originally estimated. We also reduced our restructuring reserve of costs associated with the liquidation of our Swedish development operations and the sale of certain Swedish assets by $0.2 million at December 31, 2003 when we determined we had no legal and consulting costs remaining in connection with this transaction.

     We continue to monitor and assess our facility obligations, real estate markets and our operating expenses. As a result of these ongoing assessments, during 2004 we recorded a net charge of $1.0 million related to revised estimates of facility exit costs. We revised this estimate of facility exit costs based upon the terms of finalized subleases and associated costs obtained during the second quarter of 2004. We also reduced our restructuring reserve by $0.2 million at December 31, 2004 when we determined our remaining severance costs were lower than originally estimated.

Interest Expense and Other

     Interest expense and other includes the following:

	Years Ended December 31,
($ in millions)	2004			2003
Interest expense on 7% convertible debentures	$	(4.2	)	$	(5.7	)
Non cash amortization of deferred financing costs		(1.3	)		(1.6	)
Non cash accretion of warrant value		(1.1	)		(1.4	)
Interest income net of expense and other		3.6			1.3
Unrealized loss from foreign currency translation		(0.3	)		(0.6	)
Total interest expense and other	$	(3.3	)	$	(8.0	)

     Interest expense, non cash amortization of deferred financing costs and non cash accretion of warrant value included in interest expense and other were incurred in connection with our 7% convertible debentures which we issued in October and November 2001. The decrease in interest expense in 2004 as compared to 2003 was due to the conversions to common stock of $80.0 million of our convertible debentures in June and October 2004. Accordingly, we are no longer required to pay interest on these debentures. The increase in interest income net of expense and other in 2004 as compared to 2003 was primarily due to higher cash and cash equivalent balances and marketable securities maintained in 2004 as compared to 2003. The unrealized loss from foreign currency translation was primarily due to the weakening of the US dollar during 2004.

Income from Investing Activities

     Income from investing activities in 2004 and 2003 related solely to changes in the fair value of Crosby Finance LLC.

Provision for Income Taxes

     We recorded an income tax provision of $8.7 million for 2004 compared to an income tax provision of $3.7 million for 2003. Our effective tax rate decreased to 19.9% for 2004 from 20.0% for 2003.

     We assessed the realization of our deferred tax assets at the end of 2004 and concluded that due to historical and forecasted tax losses, which are primarily attributable to tax deductions for employee stock options and to restructuring costs accrued in prior years, we could not meet the more likely than not standard. Accordingly, we recorded a valuation allowance in 2004 of $10.8 million against our deferred tax assets, primarily various net operating loss and R&D tax credit carryforwards. Approximately $5.7 million of the valuation allowances are allocable to continuing operations and impacted our effective tax rate for the year. The

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remaining $5.1 million of valuation allowances reflect the impact of employee stock options and are allocable directly to shareholders equity.

     We are required to reserve for certain loss contingencies relating to, among other things, income taxes. In the ordinary course of global business there are many transactions and calculations where the ultimate tax outcome is uncertain. As a result we are, from time to time, subjected to various US, international and state tax audits. Accordingly, we reserve for potential tax liabilities due in these various jurisdictions. We review these tax reserves annually. In connection with our review of the tax reserves for 2004, we determined that the amount of reserves required for tax exposures was less than the amount recorded in the financial statements. As a result, we reduced the tax reserves by $7.4 million in 2004.

Liquidity and Capital Resources

   Summary of Sources and Uses of Cash

     The following table summarizes our sources and uses of cash over the periods indicated:

	Years Ended December 31,
($ in millions)	2005			2004
Net cash provided by operating activities	$	56.1		$	53.0
Net cash used for investing activities		(36.7	)		(234.0	)
Net cash (used for) provided by financing activities		(18.0	)		42.5
Increase (decrease) in cash and cash equivalents		0.8			(139.1	)

     Our primary sources of liquidity are our cash, cash equivalents and marketable securities resulting from our cash flow from operations. We had $69.1 million in cash and cash equivalents at December 31, 2005, consisting primarily of operating cash and cash equivalents. This represents an increase of $0.8 million in cash and cash equivalents from December 31, 2004. As of December 31, 2005, we had $118.7 million in marketable securities consisting primarily of auction rate securities, US Government and agency securities and corporate debt securities.

     Cash provided by operations of $56.1 million during the year ended December 31, 2005 consisted primarily of net income of $42.4 million, non-cash depreciation charges of $12.5 million and the tax benefits from exercise of stock options of $3.7 million. The increases in cash were partially offset by an increase in prepaid expenses and other assets.

     Any increase or decrease in our accounts receivable balance and accounts receivable days outstanding (calculated as net accounts receivable divided by revenue per day) may affect our cash flow from operations and liquidity. Our accounts receivable and accounts receivable days outstanding may increase due to changes in factors such as the amount of international sales and length of customer’s payment cycle. We also record deferred revenue billings as accounts receivable, and the timing of these billings affects the accounts receivable days outstanding. Historically, international and indirect customers pay at a slower rate than domestic and direct customers. An increase in revenue generated from international and indirect customers may increase our accounts receivable days outstanding and accounts receivable balance. If the economy deteriorates, we may observe an increase in the length of our customers’ payment cycle. To address increases in accounts receivable balance and to improve cash flow, we may from time to time take actions to encourage earlier payment of receivables. Discounts offered to customers to encourage payment are deducted from revenue. To the extent that our accounts receivable balance increases, we may incur increased bad debt expense and increased estimates for reserves against revenue and will be subject to greater general credit risks.

     Cash used for investing activities of $36.7 million during the year ended December 31, 2005 consisted primarily of $124.4 million, net of cash acquired, paid for the acquisition of Cyota, Inc. and $12.2 million of cash used to purchase property and equipment, which was partially offset by $102.3 million of net sales and maturities of marketable securities.

     Cash used for financing activities of $18.0 million during the year ended December 31, 2005 consisted primarily of $29.0 million of cash used to repurchase shares of our common stock, partially offset by $11.0 million of proceeds from employee exercises and purchases under our stock option and employee stock purchase plans.

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     The following are our contractual commitments associated with our lease obligations, restructurings, purchase obligations and royalty commitments as of December 31, 2005:

			Payments Due by Period
			Less Than		1 - 3		3 - 5		More Than
($ in millions)	Total		1 Year		Years		Years		5 Years
Operating leases	$	128.8	$	14.7	$	41.6	$	61.6	$	10.9
Restructurings		15.8		6.0		9.8		—		—
Purchase obligations		2.6		0.7		1.9		—		—
Royalty commitments		6.2		3.0		2.7		0.5		—
Total commitments	$	153.4	$	24.4	$	56.0	$	62.1	$	10.9

     We have commitments for various operating leases worldwide that expire at various times through 2017 and that are shown above, net of existing sublease agreements, excluding facility exit costs included in restructuring charges. The lease commitments of $128.8 million shown also include lease commitments of $12.0 million related to certain exited facilities that have not been reserved for in restructuring charges, which represents our estimated sublease income from these facilities from the end of the period reserved to the end of the lease term. The restructuring commitments shown above are primarily for facility exit costs of up to 48 months of minimum lease payments due under certain excess facilities lease agreements, net of related sublease agreements. Our purchase obligations relate to inventory commitments. Our royalty commitments represent our minimum contractual royalty obligations for the use of licensed technology.

     We currently have no debt nor have we found it necessary, given our success in generating cash from operations and our significant liquidity, to obtain a credit facility.

     Our plans for future uses of cash may include additional acquisitions of other entities or technologies and additional purchases of property and equipment. We anticipate capital expenditures will be primarily for purchases of property and equipment and will aggregate approximately $14.0 million to $16.0 million for 2006.

     We believe that cash generated from our operating activities will be sufficient to fund our working capital requirements, including our restructuring liabilities, through at least the next twelve months. We anticipate that current cash on hand, cash generated from operations, and cash generated from the exercise of employee options and employee stock purchase plans will be adequate to fund our planned capital and financing expenditures for at least the next twelve months.

Off Balance Sheet Arrangements

     In November 2000, we transferred approximately 2.6 million shares of VeriSign common stock, which were covered by three forward contracts (“Forwards”) and one variable delivery forward contract (“VDF”)DF, to Crosby Finance, LLC, of which we were, until December 2004, a 99% member. Crosby was a bankruptcy-remote qualified special purpose entity, established specifically to securitize the shares of VeriSign common stock. We accounted for the contribution and the transfer as a sale under SFAS No. 125, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” Accordingly, we did not consolidate Crosby for accounting purposes. Until December 2004, the counterparty to the VDF contract held the remaining 1% interest in Crosby. On December 30, 2004, we sold our 99% interest in Crosby Finance to Deutsche Bank AG for a purchase price of $.02 million. We had no off-balance sheet arrangements as of December 31, 2005.

Quarterly Financial Data (Unaudited)
(in thousands, except per share data)

2005	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenue	$	75,618	$	76,528	$	76,237	$	81,732
Gross profit		60,811		60,273		60,112		63,290
Income before provision for income taxes		9,259		10,856		11,781		13,479
Net income		7,222		8,468		15,063		11,682
Basic earnings per share	$	0.10	$	0.12	$	0.21	$	0.16
Diluted earnings per share	$	0.10	$	0.12	$	0.21	$	0.16
2004
Revenue	$	71,968	$	75,577	$	76,731	$	83,231
Gross profit		58,142		62,114		62,905		69,113
Income before provision for income taxes		8,069		9,971		11,056		14,555
Net income		6,455		7,976		8,741		11,810
Basic earnings per share	$	0.11	$	0.13	$	0.14	$	0.17
Diluted earnings per share	$	0.10	$	0.12	$	0.13	$	0.16

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     Documents filed as a part of this Report:

     1. Financial Statements. On March 16, 2006, we filed with the Securities and Exchange Commission our Consolidated Financial Statements as part of our original Annual Report on Form 10-K. The Consolidated Financial Statements include:

         Consolidated Balance Sheets

         Consolidated Statements of Operations

         Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)

         Consolidated Statements of Cash Flows

         Notes to Consolidated Financial Statements

     2. Financial Statement Schedule. No financial statement schedules are provided as all required information is included in the consolidated financial statements.

     3. Exhibits. We are filing as part of this Report the Exhibits listed in the Exhibit Index following the signature page to this Report.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, RSA Security Inc. has duly caused this Amendment No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

RSA Security Inc.
By:	/s/ Arthur W. Coviello, Jr.
	Arthur W. Coviello, Jr.
	Chief Executive Officer and President

Date: April 5, 2006

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EXHIBIT INDEX

2.1	Agreement and Plan of Merger, dated December 2, 2005, among RSA Security Inc., Cyota, Inc., Powder Acquisition Corporation and Andrew Zalasin in his capacity as the Cyota stockholders’ representative is incorporated herein by reference to Exhibit 2.1 to Amendment No. 1 to RSA Security’s Current Report on Form 8-K/A filed with the SEC on December 7, 2005.
3.1	Our Third Restated Certificate of Incorporation, as amended, is incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (SEC file no. 000-25120).
3.2	Our Amended and Restated By-Laws, as amended, is incorporated herein by reference to Exhibit 3.3 to our Registration Statement on Form S-1 (SEC file no. 33-85606) (the “Form S-1”).
4.1	Specimen Certificate for shares of our common stock, $.01 par value per share, is incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K dated September 10, 1999 (SEC file no. 000-25120).
4.2	Rights Agreement, dated as of July 20, 1999, between RSA Security and State Street Bank and Trust Company, which includes as Exhibit A the Form of Rights Certificate and as Exhibit B the Summary of Rights to Purchase Common Stock, is incorporated herein by reference to Exhibit 1 to our Registration Statement on Form 8-A (SEC file no. 000-25120) filed on July 23, 1999.
4.3	Amendment to Rights Agreement, dated as of November 2, 2001, among RSA Security, State Street Bank and Trust Company and EquiServe Trust Company, N.A. is incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K dated November 2, 2001.
4.4	Amendment No. 2 to Rights Agreement, dated as of March 19,2002, between RSA Security and EquiServe Trust Company, N.A. is incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K dated November 2, 2001.
4.5	Form of Warrant to Purchase Common Stock is incorporated herein by reference to Exhibit 99.4 to our Current Report on Form 8-K dated November 5, 2001.
*10.1	2005 Stock Incentive Plan is incorporated herein by reference to Appendix B to our Definitive Schedule 14A filed with the SEC on April 15, 2005 (SEC file no. 000-25120).
*10.2	Form of Non-Statutory Stock Option Agreement under our 2005 Stock Incentive Plan was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
*10.3	Form of Restricted Stock Agreement under our 2005 Stock Incentive Plan was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
*10.4	Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended, is incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
*10.5	1994 Employee Stock Purchase Plan, as amended, is incorporated herein by reference to Exhibit 10 to our Current Report on Form 8-K dated January 16, 2006.
*10.6	1994 Stock Option Plan, as amended — 1998 Restatement, as amended, is incorporated herein by reference to Appendix A to our Preliminary Schedule 14A filed March 5, 1999. (SEC file no. 000-25120)
*10.7	1994 Director Stock Option Plan, as amended, is incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
*10.8	2000 Deferred Compensation Plan is incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (SEC file no. 000-25120).
*10.9	First Amendment to our 2000 Deferred Compensation Plan is incorporated herein by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the year ended December 31, 2002.
*10.10	Second Amendment to our 2000 Deferred Compensation Plan is incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
*10.11	Third Amendment to our 2000 Deferred Compensation Plan is incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K dated September 28, 2004.
*10.12	Fourth Amendment to our 2000 Deferred Compensation Plan was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
*10.13	RSA Security Inc. Grantor Trust Agreement, dated March 13, 2000, between RSA Security and Wachovia Bank, N.A. is

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	incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (SEC file no. 000-25120).
*10.14	Employment Agreement, dated as of April 1, 2000, between RSA Security and Arthur W. Coviello, Jr. is incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (SEC file no. 000-25120).
*10.15	Third Amended and Restated Employment Agreement, dated as of December 27, 2001, between RSA Security and Charles R. Stuckey, Jr. is incorporated herein by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended December 31, 2001.
*10.16	Letter agreement, dated July 19, 2005, between RSA Security Inc. and Charles R. Stuckey, Jr. is incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 19, 2005.
*10.17	A summary of our 2006 Executive Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 14, 2006.
†10.18	Progress Software Application Partner Agreement, dated December 5, 1994, as amended, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.17 to the Form S-1.
†10.19	Second Amendment to Progress Software Application Partner Agreement, dated as of November 29, 1995, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (SEC file no. 000-25120).
†10.20	Third Amendment to Progress Software Application Partner Agreement, dated as of November 15, 1996, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (SEC file no. 000-25120).
†10.21	Fourth Amendment to Progress Software Application Partner Agreement, dated as of April 1, 1998, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (SEC file no. 000-25120).
†10.22	Fifth Amendment to Progress Software Application Partner Agreement, dated as of February 18, 1999, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 1999. (SEC file no. 000-25120).
†10.23	Sixth Amendment to Progress Software Application Partner Agreement, dated as of October 26, 1999, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.23 to our Annual Report on Form 10-K for the year ended December 31, 1999 (SEC file no. 000-25120).
†10.24	Seventh Amendment to Progress Software Application Partner Agreement, dated as of November 28, 2001, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2001.
†10.25	Eighth Amendment to Progress Software Application Partner Agreement, dated as of November 27, 2002, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the year ended December 31, 2002.
†10.26	Ninth Amendment to Progress Software Application Partner Agreement, dated as of December 2, 2003, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the year ended December 31, 2003.
†10.27	Tenth Amendment to Progress Software Application Partner Agreement, dated as of November 30, 2004, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2004.
†10.28	Eleventh Amendment to Progress Software Application Partner Agreement, dated as of June 1, 2005, between RSA Security and Progress Software Corporation is incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
#10.29	Amendment One, dated January 20, 2006, to Manufacturing Agreement between RSA Security and Flextronics International Marketing (L) Ltd. was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
10.30	Lease, dated as of November 16, 2000, between RSA Security and Bedford Woods Limited Partnership I is incorporated herein by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2000 (SEC file no. 000-25120).

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10.31	Lease, dated as of November 17, 2000, between RSA Security and Bedford Woods Limited Partnership I is incorporated herein by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the year ended December 31, 2000 (SEC file no. 000-25120).
10.32	Indenture of Lease, dated as of March 11, 1996, between RSA Security and Beacon Properties, L.P. is incorporated herein by reference to Exhibit 10.17 to our Registration Statement on Form S-4 (File No. 333-7265).
10.33	Rider to Indenture of Lease, dated as of March 11, 1996 between RSA Security and Beacon Properties, L.P. is incorporated herein by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (SEC file no. 000-25120).
10.34	First Amendment to Lease, dated as of May 10, 1997, between RSA Security and Beacon Properties, L.P. is incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (SEC file no. 000-25120).
10.35	Second Amendment to Lease, dated as of April 8, 1998, between RSA Security and EOP — Crosby Corporate Center, L.L.C. is incorporated herein by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (SEC file no. 000-25120).
10.36	Third Amendment to Lease, dated as of May 9, 2000, between RSA Security and EOP — Crosby Corporate Center, L.L.C. is incorporated herein by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (SEC file no. 000-25120).
10.37	Agreement of Sublease, dated as of December 10, 2003, between RSA Security and 170 Systems, Inc. is incorporated herein by reference to Exhibit 10.29 to our Annual Report on Form 10-K for the year ended December 31, 2003.
10.38	Agreement of Sublease, dated as of May 4, 2004, between RSA Security and Empirix Inc. is incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
10.39	Agreement of Sublease, dated as of March 31, 2004 between RSA Security and iPhrase Technologies, Inc. is incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
21.1	Subsidiaries of RSA Security was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
31.1	Certification of our CEO, dated March 13, 2006, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
31.2	Certification of our CFO, dated March 13, 2006, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, was previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005.
31.3	Certification of our CEO pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.4	Certification of our CFO pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.2	Certifications of our CEO and CFO pursuant to 18 U.S.C. §1350 were previously filed with our Annual Report on Form 10-K for the year ended December 31, 2005 and are incorporated herein by reference.

*	Management contract or compensatory plan or arrangement.
†	Confidential treatment previously granted by the Securities and Exchange Commission as to certain portions.
#	Confidential treatment requested as to certain portions.

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