Excel Switching Corporation
Ticker:XLSW 255 Independence Drive
Exchange:NASDAQ-National Market Hyannis, MA 02601
Industry:Manufacturing (SIC Code 3661) (508) 862-3000
# of Employees:252

Offering Information
Type of Shares:Common Shares Filing Date:9/17/97
U.S. Shares:4,500,000 Offer Date:11/4/97
Non-U.S. Shares:0 Filing Price:$15.00
Primary Shares:4,500,000 Offer Price:$21.00
Secondary Shares:0 Gross Spread:$1.47
Offering Amount: $67,500,000 Selling:$0.88
Expenses:$800,000 Reallowance:$0.10
Shares Out After:32,589,600

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley Dean Witter Discover & Co.Lead Manager (212) 761-5900
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Testa, Hurwitz & Thibeault
Bank's Law Firm: Hale and Dorr
Auditor: Arthur Andersen
Registrar/Transfer Agent: BankBoston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/28/97 6/28/97 6/30/96 6/28/97
Revenue:$62.05$39.06$27.89Assets:$44.45
Net Income:$7.90$7.42$3.69Curr Assets:$35.24
EPS:$0.23$0.22$0.11Liabilities:$16.90
Prior EPS:$0.16$9.65$0.21Curr Liabilities:$13.32
Cash Flow/Oper:$7.30-$0.24$2.32Equity:$27.54
Cash Flow/Fin:$0.05-$1.25-$2.54Cash:$9.22
Cash Flow/Inv:-$4.05-$1.25Working Cap:$21.91

Business Description
The company is a leading provider of open switching platforms for telecommunications networks worldwide. The company develops, manufactures, markets and supports a family of open, programmable, carrier-class switches. The company's products offer network providers the flexibility to address multiple market applications and the scalability to deploy a variety of system capacities. The Company's programmable switching platforms enable network providers to deliver improved networking functionality at a lower cost than purchasing, upgrading or reprogramming traditional, closed, central office switches. The Company's products are currently deployed in telecommunications networks in approximately 50 countries throughout the world. The company offers a family of programmable switching platforms that are designed with distributed architecture and open software to maximize performance and provide multiple levels of programmability and redundancy.

Competition
The markets in which the Company competes are characterized by intense competition, with a large number of suppliers providing different types of products to different segments of the markets. The Company currently competes principally on the basis of: (i) the breadth of its products' features and benefits; (ii) the flexibility, scalability, quality, ease of use, reliability and cost effectiveness of its products; and (iii) the Company's reputation and the depth of its expertise, customer service and support. While the Company believes that itcurrently competes favorably overall with respect to these factors, there can be no assurance that the Company will be able to continue to do so. The Company competes or may compete directly or indirectly with the following categories of companies: (i) other manufacturers of programmable switches such as Summa Four, Inc., Redcom Laboratories, Inc. and Harris Corporation; (ii) large, well-established switch and telecommunications equipment manufacturers such as Alcatel Alsthom Compagnie Generale d'Electricite SA, DSC Communications Corporation, Lucent Technologies Inc., Northern Telecom Limited, Siemens AG and Telefonaktiebolaget LM Ericsson; and (iii) to a lesser degree, systems integrators and application developers whose switches are based on PC card-level products manufactured by companies such as Aculab Inc., Dialogic Corporation and Natural MicroSystems Corporation. In addition, several smaller companies have begun recently to manufacture programmable switching platforms. Due to the rapidly evolving markets in which the Company competes, additional competitors with significant market presence and financial resources, including large telecommunications equipment manufacturers and computer hardware and software companies, may enter those markets, thereby further intensifying competition. Additionally, there can be no assurance that one or more of the Company's application developers will not begin to develop or market products in competition with the Company. Many of the Company's current and potential competitors have significantly greater financial, selling and marketing, technical, manufacturing and other resources than the Company. As a result, these competitors may be able to devote greater resources to the development, promotion, sale and support of their products than the Company. Some of the Company's competitors currently offer financing alternatives to their customers, a service that the Company does not provide at this time. Moreover, these companies may introduce additional products that are competitive with those of the Company or enter into strategic relationships to offer complete solutions which the Company does not currently offer. There can be no assurance that the Company's products would compete effectively with such products. Although the Company believes that it has certain technological and other advantages over its competitors, maintaining such advantages will require continued investment by the Company in research and development, selling and marketing and customer service and support. In addition, as the Company enters new markets, distribution channels, technical requirements and levels and bases of competition may be different than those in the Company's current markets. There can be no assurance that the Company will be able to compete successfully against either current or potential competitors in the future.

Business Plan
Excel's objective is to be a leader in open, programmable switching platforms for telecommunications networks worldwide. The key elements of the Company's strategy are to: (I) Focus on Open Telecommunications Technology, (ii) Maintain and Strengthen Relationships with Application Developers, OEMs and Systems Integrators, (iii) Provide Superior Customer Service and Support, (iv) Expand Existing Markets and Enter Emerging Markets and (v) Establish Open, Programmable Switching as an Industry Standard.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital, product development, capital expenditures and potential acquisitions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Robert P. Madonna99.50%85.80%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Gadi TamariChief Operating Officer52
Russell M. LevesqueDirector of Product Management37
Robert P. MadonnaPresident, Chief Executive Officer and Chairman of the Board37
Robert J. ButtelVice President, Advanced Technology Development49
James W. CarrollVice President, Engineering37
Stephen S. GallikerVice President, Finance and Administration, and Chief Financial Officer50
Christopher StavrosVice President, General Counsel, Director and Clerk44
Robert C. PanoffVice President, Marketing50
David C. BrajczewskiVice President, Research and Development38
Robert W. RossVice President, Sales48

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