Summary of OPENWAVE SYSTEMS INC

Results of Operations and Financial Condition, Costs Associated with Exit or

Item 2.02. Results of Operations and Financial Condition

On October 29, 2009, Openwave Systems Inc. (the "Company") issued a press release announcing its financial results for the fiscal quarter ended September 30, 2009. A copy of the press release is attached as Exhibit 99.1 to this report.

The information in this Item 2.02 and in Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and \) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On October 29, 2009, Openwave Systems Inc. committed to a restructuring plan to consolidate the Company's resources, primarily in development, and improve operating efficiencies (the "Restructuring Plan"). The Restructuring Plan contemplates an approximate 5% reduction in workforce, which will be partially offset by additional headcount added at the Company's remaining corporate offices. The Company expects to incur approximately $2.3 million in restructuring and related charges associated with this restructuring plan during the six months ending March 31, 2010. Included in the restructuring and related charges are (i) approximately $1.0 million related to the closure of a leased facility (ii) approximately $0.3 million related to accelerated depreciation of tenant improvements at the site selected for closure; and (iii) approximately $1.0 million related to employee severance arrangements for certain employees impacted by the Restructuring Plan.

The Company expects to complete the activities related to the Restructuring Plan by March 31, 2010. The associated charges are expected to be recorded in the Company's second and third quarter results for fiscal year 2010. However, this estimate may change depending on actual sublease activity over the next several months.

The estimated pre-tax restructuring charges of approximately $2.0 million represent the Company's estimate of future cash outlays for employee termination benefits and facility exit costs. The estimated charges of $0.3 million associated with accelerated depreciation represent non-cash charges. The activities related to the Restructuring Plan are expected to result in negligible annual costs savings.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, regarding the Company's cost reduction plans, including the anticipated costs and timing of such plans. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including problems or delays in implementing the cost reduction plans, delays in subleasing the closed site, economic conditions and other factors described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 9, 2009, under the item "Risk Factors". The Company assumes no obligation to update forward-looking statements, except as required by law.