NEWS

Wind River Recognized by Nortel Networks for Outstanding Technology Innovation

  • “Innovation for Technology Suppliers” awarded to Wind River during annual Nortel Networks Supplier Forum
  • Award recognizes Wind River and its Platform for Network Equipment for accelerating Nortel Networks technology development

Alameda, Calif.--August 30, 2004--Wind River Systems, Inc. (NASDAQ: WIND), the global leader in device software optimization (DSO), today announced that Wind River received Nortel Networks* prestigious “Innovation for Technology Suppliers” award during the annual Nortel Networks Supplier Forum. Six award winners across multiple categories were judged on the value, velocity and vision that they consistently delivered to Nortel Networks over the past year.

“These awards recognize that our suppliers are absolutely critical to Nortel Networks’ success in delivering the high quality, cost-competitive, leading-edge products, systems, and services that enable Nortel customers to compete effectively in markets around the globe,” said John Haydon, vice president, Global Supply Management for Nortel Networks. “Our competitive environment is rigorous, and having technology providers like Wind River working alongside us provides tremendous value.”

Wind River received this award in recognition of the company’s corporate and technology strategy—device software optimization—that enabled Nortel Networks to accelerate its product development, resulting in substantial time to market advantage. Nortel Networks and Wind River have a long history of partnering to develop device software that spans Nortel Networks’ product portfolio.

“Wind River’s first priority is to deliver products and services that enable our customers to differentiate their products through innovation,” said Ken Klein, President, CEO Chairman for Wind River. “Wind River is proud that one of our most important customers, Nortel Networks, acknowledged Wind River’s leadership and vision in the device software optimization industry.”

About Wind River
Wind River is the market leader in device software optimization. Wind River enables companies to develop and run software faster, better, at a lower cost and more reliably. Wind River Platforms tightly integrate a rich set of market-leading operating systems, development tools and middleware with services to provide a complete foundation that meets the specific requirements of a vertical market. Wind River’s products and professional services are used in multiple markets including aerospace and defense, automotive, digital consumer, industrial, and network infrastructure. Companies from around the world turn to Wind River to create the most reliable products and to accelerate their time to market.

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

* Nortel Networks is a trademark of Nortel Networks.

Contact Information
Jessica Miller
Global Corporate Communications

NEWS

Wind River General Purpose Platform, VxWorks Edition, Beta Rollout Program Experiences Strong Demand

  • Seamless migration of VxWorks code
  • Access to powerful new memory protection capabilities
  • Development lifecycle and cost reductions

ALAMEDA, Calif. - August 25, 2004 - Wind River Systems, the global leader in device software optimization (DSO), today announced the Beta Rollout Program for Wind River’s General Purpose Platform, VxWorks 6.0 Edition. Customers can gain access to the Platform, allowing them to begin product designs immediately. Partners will be able to align their complementary technologies, which will provide Wind River customers with a complete partner eco-system at the time of general availability later this year.

Wind River’s General Purpose Platform, VxWorks 6.0 Edition, includes new features such as MMU-based memory protection, enabling customers to safeguard their applications during development. As part of the General Purpose Platform, VxWorks 6.0 Edition, the company will also deliver the next version of Wind River Workbench, the only integrated development environment that supports cross-project development targeting VxWorks 6.0, Linux and proprietary operating systems. With Wind River General Purpose Platform, VxWorks 6.0 Edition, customers will be able to shorten the product development lifecycle, thereby accelerating their time to market.

“Wind River’s support of multiple operating systems provides significant value to the company’s customers,” said Jerry Krasner, Ph.D., vice president of Embedded Market Forecasters. “Wind River continues to differentiate its offerings and extend its market leadership.”

“Wind River Platforms enable our customers to speed time to market, lower total development costs and reduce risk,” said John Bruggeman, chief marketing officer for Wind River. “With our partners already working in lockstep with Wind River, our customers can look forward to building their next generation devices on the industry’s most innovative, highly integrated Platform.”

Select customers and partners participating in Wind River’s General Purpose Platform, VxWorks 6.0 Edition, Beta Rollout Program include: Artesyn, Ada Core Technologies, Broadcom, Datalight, Dy4 Systems, Freescale, Huawei, IBM, Intel, Kontron Modular Computers, LG Electronics, MIPS Technologies, Motorola Computer Group, Rational, Radstone Technologies, RTI, Thales Computers, UT Starcom and ZTE.

Wind River General Purpose Platform Beta Rollout Program
Through the Beta Rollout Program, developers can evaluate the Wind River General Purpose Platform. Architectures supported now include PowerPC and Intel Architecture. MIPS support will be available in September with additional architecture support coming soon. Beta Program participants also receive technical documentation, API reference documentation, demonstration sample code, hands-on tutorials, and access to Wind River’s world-class on-line support. The Wind River General Purpose Platform, VxWorks 6.0 Edition, will be commercially available later this year.

For device manufacturers and partners interested in joining the VxWorks 6.0 Beta Release Program, please visit http://www.windriver.com/announces/vxworks/release/index.html

To learn more about VxWorks 6.0, please visit http://www.windriver.com/announces/vxworks/.

To learn more about Wind River Workbench, please visit http://www.windriver.com/products/development_tools/ide/wind_river_workbench/.
About Wind River
Wind River is the market leader in device software optimization. Wind River enables companies to develop and run software faster, better, less expensively and more reliably. Wind River Platforms tightly integrate a rich set of market-leading operating systems, development tools and middleware with services to provide a complete foundation that meets the specific requirements of a vertical market. Wind River’s products and professional services are used in multiple markets including aerospace and defense, automotive, digital consumer, industrial, and network infrastructure. Companies from around the world turn to Wind River to create the most reliable products and to accelerate their time to market.

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

###

Wind River Systems and the Wind River Systems logo are trademarks of Wind River Systems, Inc., and VxWorks is a registered trademark of Wind River Systems, Inc. Linux is a trademark of Linus Torvalds. Third party marks and brands are the property of their respective holders.

Contact Information
Jessica Miller
Global Corporate Communications

NEWS

Wind River Reports Second Quarter Revenue of $59.4 Million and Delivers Positive EPS for the Quarter

ALAMEDA, Calif.--(BUSINESS WIRE)--Aug. 17, 2004--Wind River Systems, Inc. (Nasdaq:WIND)

  • Q2 FY05 revenues: $59.4 million (18% increase over same
    quarter in prior year; 13% increase over prior quarter)
  • Record subscription revenue of $12.3 million
  • Deferred revenue balance of $44.5 million
  • Non-GAAP cash flow from operations of $4.8 million and $15.2
    million for the three and six-month periods ended July 31,
    2004; excluding restructuring-related payments of $0.7 million
    and $2.1 million respectively.
  • Q2 FY05 earnings per share: $0.03 GAAP; $0.04 non-GAAP

Wind River Systems, Inc. (Nasdaq:WIND), the worldwide market leader in device software optimization (DSO), today reported its second quarter fiscal 2005 operating results.


Total revenues for the second quarter ended July 31, 2004 were $59.4 million, an 18% increase compared to revenues of $50.4 million for the second quarter ended July 31, 2003, and above Wind River's previous revenue guidance of $53 - $55 million.

"By continuing to execute against our corporate strategies, Wind River delivered its sixth consecutive quarter of growth in subscription revenue and generated over $15 million of non-GAAP positive cash flow from operations year-to-date," stated Ken Klein, president, chief executive officer and chairman of Wind River. "Our strategic focus on device software optimization and providing our customers the Platforms they need to develop and run device software on time, is driving growth in our business."

Generally accepted accounting principles (GAAP) net income for the second quarter of fiscal 2005 was $2.3 million, compared to a net loss of $9.3 million for the second quarter of fiscal 2004. GAAP net income per share was $0.03 for the second quarter of fiscal 2005, compared to a net loss per share of $0.12 for the second quarter of fiscal 2004.

Non-GAAP net income for the second quarter of fiscal 2005 was $3.6 million, compared to a non-GAAP net loss of $4.1 million for the second quarter of fiscal 2004. Non-GAAP net income per share was $0.04 for the second quarter of fiscal 2005, compared to a non-GAAP net loss per share of $0.05 for the second quarter of fiscal 2004.

Q2 Highlights


  • Wind River shipped Wind River Workbench 2.0, the industry's
    first and only cross-platform Integrated Development
    Environment (IDE) to support Linux and VxWorks.
  • Customers, including Bosch Rexroth, EADS and Ericsson,
    continue to transition to Wind River's subscription-based,
    enterprise licensing model.
  • Wind River enhanced its world-class management team by naming
    Mark Fournival as vice president, North American sales
    reporting to Bob Wheaton, vice president, worldwide sales. The
    Company also promoted John Bruggeman to chief marketing
    officer and Tomas Evensen to chief technology officer,
    reporting to Scot Morrison, vice president, engineering.

"Our results in Q2 reflect Wind River's commitment to grow our business with a keen focus on balancing our investments to drive future business while leveraging our business model to improve our financial results," said Mike Zellner, chief financial officer and senior vice president, finance and administration.


Financial Outlook

The following statements regarding our outlook for the third and fourth quarter of fiscal year 2005 are forward-looking and actual results may differ materially. Please consult the safe-harbor statement at the end of this press release for a description of certain risk factors and Wind River's SEC reports for a more comprehensive description of risks that may impact actual results. In response to SEC Regulation Fair Disclosure (Reg FD), Wind River plans to discuss its business outlook, based on current expectations, in conjunction with its quarterly earnings releases and conference calls. Wind River does not plan to provide any further financial guidance beyond the information provided in its quarterly earnings release and conference call.

For Q3 Fiscal Year 2005, Wind River expects:


  • Revenue to be between $57 million and $59 million.
  • GAAP earnings per share to be between $0.00 and $0.02.
  • Non-GAAP earnings per share to be between $0.01 and $0.03.
  • Non-GAAP cash flow from operations, excluding restructuring-related payments, to be positive.

For Q4 Fiscal Year 2005, Wind River expects:


  • Revenue to be between $60 million and $62 million.
  • GAAP earnings per share to be between $0.02 and $0.04.
  • Non-GAAP earnings per share to be between $0.03 and $0.05.

Wind River provides non-GAAP net income, net loss, net income per share, net loss per share data and cash flow from operations as an alternative for understanding the company's operating results. Non-GAAP data is not in accordance with, or an alternative to, GAAP and may be materially different from non-GAAP measures used by other companies. Non-GAAP net income, net loss, net income per share and net loss per share for the three and six-month periods ended July 31, 2004 and 2003 were computed by adjusting GAAP net income, net loss, net income per share and net loss per share data to exclude amortization of purchased and other intangibles, gain on investments and technology, restructuring-related costs, stock compensation and impairment of purchased intangibles. Consistent with prior quarters, Wind River applies the same tax charge to its GAAP and non-GAAP results. Non-GAAP cash flow from operations for the three and six-month periods ended July 31, 2004 were computed by adjusting GAAP cash flow from operations data to exclude restructuring-related payments. Wind River provides a reconciliation of its GAAP and non-GAAP net income, net loss, net income per share and net loss per share data for the three and six-month periods ended July 31, 2004 and 2003 on the table entitled "Condensed Consolidated Statements of Operations." Wind River provides a reconciliation of its GAAP and non-GAAP cash flow from operations for the three and six-months periods ended July 31, 2004 as stated above. Wind River's management refers to these non-GAAP measures in making operating decisions because they provide meaningful information regarding Wind River's operational performance. In addition, these non-GAAP financial measures facilitate management's internal comparisons to Wind River's historical operating results and comparisons to competitors' operating results. We include these non-GAAP financial measures in our earnings announcement because we believe they are useful to investors in allowing for greater transparency to the supplemental information used by management in its financial and operational decision-making.


Conference Call

Management will host a conference call at 5:30 a.m. Pacific Time on August 17, 2004 to discuss these results. You may listen to the conference call by calling 1-800-399-5927 in the U.S. and 1-706-643-3427 internationally. You may also listen in live via our webcast at www.windriver.com. A telephone replay of the conference call will be available after 8:30 a.m. Pacific Time on August 17, 2004 until 11:59 p.m. Pacific Time on August 24, 2004. You may listen to the replay of the conference call by calling 1-800-642-1687 in the U.S. and 1-706-645-9291 internationally and enter the conference i.d. 9289450. The audio webcast will be archived on the Investor Relations section of Wind River's website located at www.windriver.com.

About Wind River
Wind River is the global leader in device software optimization (DSO). Wind River enables companies to develop and run software faster, better, less expensively and more reliably. Wind River Platforms tightly integrate a rich set of market-leading operating systems, development tools and middleware with services to provide a complete foundation that meets the specific requirements of a vertical market. Wind River's products and professional services are used in multiple markets including aerospace and defense, digital consumer, industrial/automotive, and network infrastructure. Companies from around the world turn to Wind River to create the most reliable products and to accelerate their time-to-market.

Founded in 1981, Wind River is headquartered in Alameda, California, with operations worldwide. To learn more, visit Wind River at http://www.windriver.com or call Wind River at 1-866-296-5361.

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.

This press release contains forward-looking statements, including those relating to expected revenue, earnings per share and cash flows for the fiscal quarters ending October 31, 2004 and January 31, 2005, continued growth in Wind River's business and Wind River's continued ability to help its customers develop and run their device software better, faster, at lower cost and more reliably. Words such as "expects," "anticipates," "projects," "intends," "plans," "believes" and "estimates," variations of such words and similar expressions are also intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein. Factors that could cause or contribute to such differences include but are not limited to weakness in the economy generally or in the technology sector specifically, the success of Wind River's implementation of its new business models and market strategies, the ability of our customers to sell products that include our software, the impact of competitive products and pricing, the success of our strategic relationships, the impact of charges for restructuring and other costs and other risk factors detailed in Wind River's Annual Report on Form 10-K for the fiscal year ended January 31, 2004, its Quarterly Reports on Form-10-Q and other periodic filings with the Securities and Exchange Commission. Wind River undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

                       Wind River Systems, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

Three months Six months
ended ended
July 31, July 31,
2004 2003 2004 2003
-------- -------- --------- ---------
Revenues, net:
Product $31,211 $28,713 $ 57,975 $ 55,560
Subscription 12,332 4,129 21,837 6,500
Services 15,895 17,571 32,398 36,896
-------- -------- --------- ---------
Total revenues 59,438 50,413 112,210 98,956
-------- -------- --------- ---------

Cost of revenues:
Product 1,190 2,977 2,520 5,720
Subscription 3,151 1,191 5,485 1,987
Services 7,831 9,427 16,763 19,117
Amortization of purchased
intangibles 334 1,418 1,321 2,883
-------- -------- --------- ---------
Total cost of revenues 12,506 15,013 26,089 29,707
-------- -------- --------- ---------

Gross profit 46,932 35,400 86,121 69,249
-------- -------- --------- ---------

Operating expenses:
Selling and marketing 22,625 20,674 43,584 44,118
Product development and
engineering 14,215 14,083 29,331 28,432
General and administrative 5,189 6,421 10,399 13,910
Amortization of other
intangibles 126 315 297 692
Restru

Contact Information
Jessica Miller
Global Corporate Communications

NEWS

Wind River Joins Aerospace Industries Association, Named to Supplier Management Council

  • AIA membership strengthens Wind River’s relationships with leading avionics manufacturers and suppliers

Alameda, Calif. - August 11, 2004 - Wind River Systems, Inc. (NASDAQ: WIND), the global leader in Device Software Optimization (DSO), today announced that it is now an associate member of the Aerospace Industries Association (AIA). AIA represents more than 257 of the nation's major manufacturers of commercial, military and business aircraft, helicopters and related equipment. Wind River was recommended for membership by AIA companies based on superior performance as a supplier to the industry. As a member of the Supplier Management Council, Wind River will participate in a unique forum designed to improve customer-supplier partnerships among AIA members.

“AIA represents the largest avionics manufacturers and suppliers in the United States, and our members are a discerning group. The Supplier Management Council offered Wind River membership because of specific recommendations from the company’s aerospace customers,” said William Lewandowski, vice president of supplier management, AIA.

In its new role, Wind River will deepen its commitment to the avionics industry and enhance relationships with avionics manufacturers and suppliers. Already, Wind River regularly partners with industry leaders to meet today’s rigorous safety critical standards. As an extension of Wind River’s Safe and Secure Program, the company is working with Smiths Aerospace to extend Wind River Platform Safety Critical ARINC 653 in pursuit of the National Security Agency's highest evaluation assurance certification level, EAL 7. Earlier this year, Smiths Aerospace selected Wind River for use in the Common Core system of the Boeing 7E7 Dreamliner plane.

“As evidenced by our ongoing investment in our Safe and Secure program and our efforts to provide customers with certifiable, safety-critical device software, the avionics space is a strategic market for Wind River, and one that we are committed to,” said Steve Blackman, senior director of business development for aerospace and defense at Wind River. “By joining AIA and the Supplier Management Council, Wind River will be in constant contact with avionics suppliers to understand their requirements as they evolve, ensuring that we provide them with exactly what they need.”

About Wind River
Wind River is the market leader in device software optimization. Wind River enables companies to develop and run software faster, better, at a lower cost and more reliably. Wind River Platforms tightly integrate a rich set of market-leading operating systems, development tools and middleware with services to provide a complete foundation that meets the specific requirements of a vertical market. Wind River's products and professional services are used in multiple markets including aerospace and defense, automotive, digital consumer, industrial, and network infrastructure. Companies from around the world turn to Wind River to create the most reliable products and to accelerate their time to market.

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

Wind River Systems and the Wind River Systems logo are trademarks of Wind River Systems, Inc., and VxWorks is a registered trademark of Wind River Systems, Inc. All other names mentioned are trademarks, registered trademarks or service marks of their respective companies.

Contact Information
Jessica Miller
Global Corporate Communications