RealNetworks, Inc.
Proposed Ticker:RNWK 1111 Third Avenue, Suite 2900
Exchange:NASDAQ-National Market Seattle, WA 98101
Industry:High-Tech (SIC Code 7371) (206) 674-2700
# of Employees:276

Filing Information
Type of Shares:Common Shares Filing Date:9/26/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $34,500,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Montgomery SecuritiesCo-manager (415) 627-2100
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Graham & James
Bank's Law Firm: Perkins Coie
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

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
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$14.01$13.37$4.24Assets:$22.15
Net Income:-$3.79-$6.37-$1.45Curr Assets:$16.54
EPS:Liabilities:$8.65
Prior EPS:-$5.66-$0.67Curr Liabilities:$7.66
Cash Flow/Oper:-$0.64$1.01$0.02Equity:$13.50
Cash Flow/Fin:$17.09-$5.11-$1.64Cash:$4.97
Cash Flow/Inv:-$4.84-$5.11Working Cap:$8.88

Business Description
The company is a leading provider of branded software products and services that enable the delivery of streaming media content over the Internet and Intranets. The company believes that the emergence of rich multimedia capabilities, such as streaming audio and video,ahs significantly enhanced the effectiveness of the Web as a global mass communications medium. These enhanced multimedia capabilities, combined with the unique interactive properties of the Internet, are attracting a large and expanding audience, a growing number of advertisiers and an increasing breadth and depth of content and online commercial applications. As the Web continues to evolve as a mass communications medium, the company believes that an increasing amount of the types of content currently delivered through traditional media, such as radio and television, will be delivered over the Internet. The company believes that streaming media technology is essential to this evolution because it provides a more compelling user experience, allowing the Internet to compete more effectively with traditional media for audience share.

Competition
The market for software and services for the Internet and intranets is relatively new, constantly evolving and intensely competitive. The Company expects that competition will intensify in the future. Many of the Company's current and potential competitors have longer operating histories, greater name recognition and significantly greater financial, technical and marketing resources than the Company. The Company's principal competitors in the development and distribution of audio and video streaming solutions include Microsoft, VXtreme, VDOnet, Xing, Precept, Cubic, Motorola, Vivo, Vosaic and Oracle. The Company's RealAudio and RealVideo system also competes to a lesser degree with non-streaming audio and video delivery technologies such as AVI and Quicktime, and indirectly with delivery systems for multimedia content other than audio and video, such as Flash by Macromedia and Enliven by Narrative. Competitive factors in this market include the quality and reliability of software; features for creating, editing and adapting content; ease of use and interactive user features; scaleability and cost per user; and compatibility with the user's existing network components and software systems. To expand its user base and further enhance the user experience, the Company must continue to innovate and improve the performance of its RealAudio and RealVideo system. The Company anticipates that consolidation will continue in the streaming media industry and related industries such as computer software, media and communications. Consequently, competitors may be acquired by, receive investments from or enter into other commercial relationships with, larger, well-established and well-financed companies. There can be no assurance that the Company can establish or sustain a leadership position in this market segment.The Company is committed to the continued market penetration of its brand, products and services, which, as a strategic response to changes in the competitive environment, may require pricing, licensing, service or marketing changes intended to extend its current brand and technology franchise. By way of example, the Company recently decided to distribute free of charge a version of its EasyStart Server, which previously sold for $295 to $995. Continued price concessions or the emergence of other pricing or distribution strategies by competitors may have a material adverse effect on the Company's business, financial condition and results of operations. The Company derives significant revenues from the electronic distribution of certain of its products. The Company recently opened its RealStore Web site, an online store for the sale of the Company's products, third-party streaming media tools and utilities and Internet-based training products. The Company competes with a variety of Web sites, such as Buydirect.Com and Sofware.Net, which also offer software products for download. To compete successfully in the electronic commerce market, the Company must attract sufficient commercial traffic to its RealStore Web site by offering high-quality merchandise in a compelling, easy-to-purchase format. There can be no assurance that the Company will be able to compete successfully in this market, and any failure to do so could have a material adverse effect on the Company's business, financial condition and results of operations. In the Internet advertising segment, the Company competes for Internet advertising revenues with a wide variety of Web sites and Internet service providers. While Internet advertising revenues across the industry continue to grow, the number of Web sites competing for such revenue is also growing rapidly. The Company's advertising sales force and infrastructure are still in early stages of development relative to the Company's competitors. There can be no assurance that advertisers will place advertising with theCompany or that revenues derived from such advertising will be material. In addition, if the Company loses advertising customers, fails to attract new customers, is forced to reduce advertising rates or modify its rate structure to retain or attract customers, or loses Web site traffic, the Company's business, financial condition and results of operations may be materially adversely affected.

Business Plan
The company's objective is to be the leading streaming media company, providing software and services that enable the delivery of a braod range of multimedia content over the Internet and intranets, thereby facilitating the evolution of the Internet into a mass communications and commerce medium. To achieve this objective, the company's strategy includes the following key elements: (I) Extend Technology Leadership, (ii) Maximize Market Penetration and Brand Name Recognition, (iii) Leverage Market Position To Expand Business Model, (iv) Develop and Market Streaming Media Solutions for a Variety of Platforms and Bandwidths and (vii) Strengthen Strategic Relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital requirements and other general corporate purposes.

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