IPO Company Profile
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Echelon Corporation
4015 Miranda Avenue, Palo Alto, CA 94304 * (650) 855-7400

The company develops, markets and supports a family of hardware and software products and services that enables original equipment manufacturers and systems integrators to design and implement open, interoperable, distributed control networks.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
BancAmerica Robertson StephensCo-manager (415) 989-8500
Volpe Brown Whelan & CompanyCo-manager (415) 274-4463

Offering Information
NASNTL:ELON Manufacturing: SIC 3679
Type of Shares:Common Shares Filing Date:6/1/98
U.S. Shares:5,000,000 Offer Date:7/27/98
Non-U.S. Shares:0 Filing Range:$7.00 - $9.00
Primary Shares:5,000,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.49
Offering Amount: $40,000,000 Selling:$0.25
Expenses:$700,000 Reallowance:$0.10
Post-IPO Shares:32,125,612
Employees:152

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Brobeck, Phleger & Harrison
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$28.30$7.96$7.47Assets:$15.70
Net Income:-$0.44-$1.74-$1.91Curr Assets:$14.21
EPS:-$0.62-$0.09-$0.10Liabilities:$8.21
Prior EPS:-$0.56-$2.93-$2.94Curr Liab:$6.83
Cash Flow/Oper:-$9.48$0.47$0.02Equity:$7.48
Cash Flow/Fin:$10.20$2.81-$0.07Cash:$5.17
Cash Flow/Inv:-$3.57Working Cap:$7.38

Competition
Competition in the Company's markets is intense and involves rapidly changing technologies, evolving industry standards, frequent new product introductions and rapid changes in customer requirements. To maintain and improve its competitive position, the Company must continue to develop and introduce, on a timely and cost-effective basis, new products, features and services that keep pace with the evolving needs of its customers. The principal competitive factors affecting the markets for the Company's control network products are customer service and support, product reputation, quality, performance, price and product features such as adaptability, scalability, ability to integrate with other products, functionality and ease of use. The Company believes it has in the past generally competed favorably with offerings of its competitors on the basis of these factors. However, there can be no assurance that the Company will continue to be able to compete effectively based on these or any other competitive factors in the future.

Business Plan
Echelon's objective is to be the leading supplier of products and services used in the growing market for open, interoperable control networks. Key elements of the Company's strategy to accomplish this objective include: (I) Extend Technological Leadership, (ii) Target Industry-Leading OEM Customers, (iii) Develop Systems Integrator Distribution Channel, (iv) Increase Penetration of Existing Vertical Markets, (v) Integrate LonWorks Control Networks with Enterprise Data Networks and (vi) Leverage International Market Opportunities.

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

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