Wind River Systems 8-K Wind River Reports First Quarter Fiscal Year 2010 Results

Exhibit 99.1

CONTACT:
Ian Halifax	Anne Marie McCauley
Wind River	Wind River
Chief Financial Officer	Vice President, Investor Relations
+1.510.749.2155	+1.510.749.2551
ian.halifax@windriver.com	annemarie.mccauley@windriver.com

FOR IMMEDIATE RELEASE

Wind River Reports First Quarter Fiscal Year 2010 Results

ALAMEDA, Calif., June 4, 2009— Wind River Systems, Inc. (NASDAQ: WIND), the global leader in Device Software Optimization (DSO), today reported results for the first quarter of fiscal year 2010, ended April 30, 2009. Revenues for the first quarter of fiscal 2010 were $82.5 million, compared with $87.9 million reported in the first quarter of fiscal 2009, a decrease of 6 percent.

GAAP Results: Net income for the first quarter of fiscal 2010 was $0.6 million, compared to net income of $0.5 million in the first quarter a year ago. Net income per diluted share for the quarter was $0.01, compared to net income per diluted share of $0.01 in the first quarter a year ago.

Non-GAAP Results: Non-GAAP net income for the first quarter of fiscal 2010 was $7.3 million, compared to non-GAAP net income of $7.8 million in the first quarter a year ago. Non-GAAP net income per diluted share for the quarter was $0.09, compared to net income per diluted share of $0.09 in the first quarter a year ago. A detailed reconciliation of GAAP to non-GAAP results is provided at the end of this release.

Deferred revenues as of April 30, 2009 were $121.3 million, compared to $145.2 million as of April 30, 2008, a decrease of 16 percent. Cash, cash equivalents and investments totaled $169.8 million as of April 30, 2009. Cash flows from operations for the first quarter of fiscal 2010 were $5.5 million.

Financial Outlook

In light of this morning’s announcement that we have entered into a definitive agreement to be acquired by Intel, Wind River is not providing any financial outlook for the second quarter fiscal 2010 and is withdrawing its previously issued financial outlook for the full fiscal year 2010.

Conference Call

Wind River will hold its quarterly conference call today at 5:00 p.m. ET/2:00 p.m. PT to discuss its first quarter financial results and business highlights. Investors can listen to the conference call via webcast at http://ir.windriver.com or by calling +1.800.399.5927 in the United States or +1.706.643.3427 internationally.

A replay of the webcast can be accessed via Wind River’s web site at http://ir.windriver.com.

Additionally, an audio replay of the conference call will be available through June 12, 2009 by calling +1.800.642.1687 in the United States or +1.706.645.9291 internationally (conference id required: 97031711).

Use of Non-GAAP Financial Information

This press release includes the following supplemental non-GAAP financial measures: non-GAAP gross profit, non-GAAP operating income, non-GAAP net income and non-GAAP net income per diluted share. The presentation of this supplemental non-GAAP financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with generally accepted accounting principles. In addition, these measures may be materially different from non-GAAP financial measures used by other companies. Wind River is providing these non-GAAP financial measures because it believes that such measures provide important supplemental information to management and investors about the company’s core operating results, primarily because the non-GAAP measures exclude certain expenses and other amounts that management does not consider to be indicative of the company’s core operating results or business outlook. Wind River management uses these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, in evaluating the company’s operating performance, in planning and forecasting future periods, in making decisions regarding business operations and the allocation of resources, and in comparing the company’s performance against its historical performance. For a description of these non-GAAP financial measures, including the reasons management uses these measures, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the following sections of this release entitled “About Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures.” All non-GAAP financial measures should be read in conjunction with the comparable information presented in accordance with GAAP. Unless specified otherwise in this release, all references to GAAP and non-GAAP net income (loss) per share are calculated on a fully-diluted basis.

About Wind River

Wind River is the global leader in Device Software Optimization (DSO). Wind River enables companies to develop, run and manage device software faster, better, at lower cost and more reliably. Wind River platforms are pre-integrated, fully standardized, enterprise-wide development solutions. They reduce effort, cost and risk and optimize quality and reliability at all phases of the device software development process, from concept to deployed product.

Founded in 1981, Wind River is headquartered in Alameda, California, with operations worldwide. To learn more, visit Wind River at www.windriver.com or call 1-800-872-4977.

Wind River Systems and the Wind River Systems logo are trademarks of Wind River Systems, Inc., and VxWorks and WIND RIVER are registered trademarks of Wind River Systems, Inc. Third party marks and brands are the property of their respective holders.

WIND RIVER SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended April 30,
	2009			2008
Revenues, net:
Product	$	30,174		$	32,898
Subscription		29,020			33,070
Service		23,276			21,897
Total revenues, net		82,470			87,865
Cost of revenues:
Product		661			750
Subscription		2,964			4,662
Service		14,284			16,746
Amortization of purchased intangibles		399			528
Total cost of revenues		18,308			22,686
Gross profit		64,162			65,179
Operating expenses:
Selling and marketing		32,969			35,172
Product development and engineering		20,872			20,307
General and administrative		8,281			9,040
Amortization of other intangibles		882			107
Restructuring and other charges		848			2,930
Total operating expenses		63,852			67,556
Income (loss) from operations		310			(2,377	)
Other income, net		109			2,563
Income before income taxes		419			186
Benefit from income taxes		(142	)		(276	)
Net income	$	561		$	462
Net income per share:
Basic and diluted	$	0.01		$	0.01
Shares used in per share calculation:
Basic		76,676			85,211
Diluted		77,127			85,496

WIND RIVER SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	April 30, 2009			January 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	74,585		$	78,825
Short-term investments		16,400			15,815
Accounts receivable, net		61,943			78,557
Prepaid and other current assets		19,034			18,928
Total current assets		171,962			192,125
Long-term investments		78,783			74,499
Property and equipment, net		77,761			78,825
Goodwill		111,798			108,102
Other intangibles, net		11,426			10,866
Other assets		14,858			14,582
Total assets	$	466,588		$	478,999
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	7,388		$	9,066
Accrued and other current liabilities		11,712			14,566
Accrued compensation		20,778			27,364
Income taxes payable		293			85
Deferred revenues		105,055			114,456
Total current liabilities		145,226			165,537
Long-term deferred revenues		16,252			17,765
Other long-term liabilities		10,949			10,164
Total liabilities		172,427			193,466
Wind River Systems, Inc. stockholders’ equity:
Common stock		93			92
Additional paid-in-capital		898,514			893,791
Treasury stock		(153,208	)		(152,406	)
Accumulated other comprehensive loss		(4,473	)		(8,637	)
Accumulated deficit		(446,889	)		(447,450	)
Total Wind River Systems, Inc. stockholders’ equity		294,037			285,390
Noncontrolling interest		124			143
Total equity		294,161			285,533
Total liabilities and equity	$	466,588		$	478,999

WIND RIVER SYSTEMS, INC.

ABOUT NON-GAAP FINANCIAL MEASURES

In addition to the company’s condensed consolidated financial statements prepared in accordance with generally accepted accounting principles, or GAAP, Wind River is providing in this release certain supplemental non-GAAP measures of financial performance. These non-GAAP financial measures include: non-GAAP gross profit, non-GAAP operating income, non-GAAP net income and non-GAAP net income per diluted share. For a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, see the following section of this release entitled “Reconciliation of GAAP to Non-GAAP Financial Measures.”

The presentation of supplemental non-GAAP financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, these measures may be materially different from non-GAAP financial measures used by other companies.

Wind River is providing these non-GAAP financial measures because it believes that such measures provide important supplemental information to management and investors about the company’s core operating results, primarily because the non-GAAP measures exclude certain expenses and other amounts that management does not consider to be indicative of the company’s core operating results or business outlook. Wind River management uses these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, in evaluating the company’s operating performance, in planning and forecasting future periods, in making decisions regarding business operations and the allocation of resources, and in comparing the company’s performance against its historical performance. Wind River excludes the following items from its non-GAAP financial measures:

Stock-based compensation expense. The company’s non-GAAP financial measures exclude stock-based compensation expense related to the grant of stock options, other related instruments and restricted stock issued in the Interpeak acquisition. While stock-based compensation is a significant expense affecting the company’s results of operations, management excludes stock-based compensation from its budget and operating decision-making processes because it believes that these non-cash expenses do not reflect the company’s ongoing operating results. Since stock-based compensation expense is excluded from non-GAAP financial measures, the company also excludes unamortized stock-based compensation in its computation of non-GAAP dilutive shares, which generally decreases the weighted number of buyback shares under the treasury stock method.

Amortization of purchased and other intangible assets. In accordance with GAAP, Wind River incurs expenses for the amortization of purchased and other intangibles resulting from prior acquisitions. These charges are not factored into management’s evaluation of potential acquisitions, or our performance after completion of acquisitions, because they are not related to our core operating performance. In addition, the frequency and amount of such charges vary significantly based on the size and timing of our acquisitions and the maturities of the businesses being acquired. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability.

Other costs. Wind River excludes amounts from non-GAAP financial measures related to restructuring and other charges, employer payroll taxes on stock option exercises, acquisition related costs and impairments on investments. The company excludes such costs because management believes that they are not related to the company’s core operating results and because the frequency and variability in the nature and amount of the charges can vary significantly from period to period.

Income tax related to non-GAAP items. In order to present full non-GAAP results, the company adjusts its provision for income taxes to reflect the tax effects of excluding the non-GAAP items noted above. In addition, the company includes the associated tax benefit related to stock option net operating losses and excludes amounts in its non-GAAP financial measures related to the establishment or reversal of income tax valuation allowances as management believes that such amounts are not indicative of the company’s ongoing business operating results and they are not included in budget or planning processes.

All supplemental non-GAAP financial measures should be read in conjunction with the comparable information presented in accordance with generally accepted accounting principles in the United States.

WIND RIVER SYSTEMS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended April 30,
	2009			2008
GAAP gross profit	$	64,162		$	65,179
Stock-based compensation (1)		628			649
Amortization of purchased and other intangibles		399			528
Employer payroll taxes on stock option exercises		19			29
Non-GAAP gross profit	$	65,208		$	66,385
GAAP operating income (loss)	$	310		$	(2,377	)
Stock-based compensation (1)		4,150			4,288
Amortization of purchased and other intangibles		1,281			635
Restructuring and other charges		848			2,930
Employer payroll taxes on stock option exercises		104			33
Acquisition related costs		332			—
Non-GAAP operating income	$	7,025		$	5,509
GAAP net income	$	561		$	462
Stock-based compensation (1)		4,150			4,288
Amortization of purchased and other intangibles		1,281			635
Restructuring and other charges		848			2,930
Employer payroll taxes on stock option exercises		104			33
Impairments on investments		413			357
Acquisition related costs		332			—
Income tax related to non-GAAP adjustments		(371	)		(924	)
Non-GAAP net income	$	7,318		$	7,781
GAAP net income per diluted share	$	0.01		$	0.01
Stock-based compensation (1)		0.04			0.05
Amortization of purchased and other intangibles		0.02			0.01
Restructuring and other charges		0.01			0.03
Employer payroll taxes on stock option exercises		—			—
Impairments on investments		0.01			—
Acquisition related costs		—			—
Income tax related to non-GAAP adjustments		—			(0.01	)
Non-GAAP net income per diluted share	$	0.09		$	0.09
Shares used in GAAP per diluted share amounts		77,127			85,496
Adjustments to diluted shares related to non-GAAP items		1,878			791
Shares used in non-GAAP per diluted share amounts		79,005			86,287
(1)    Includes stock-based compensation expense as follows:
Cost of revenues:
Product	$	17		$	16
Subscription		381			413
Service		230			220
Total cost of revenues		628			649
Operating expenses:
Selling and marketing		1,347			1,469
Product development and engineering		929			929
General and administrative		1,246			1,241
Total operating expenses		3,522			3,639
Total stock-based compensation expense	$	4,150		$	4,288