SILVER SPRING NETWORKS INC (SSNI) IPO

We estimate that our net proceeds from the sale of the common stock in this
offering, excluding the proceeds from the concurrent private placement, will be
approximately $69.1 million, based on the initial public offering price of
$17.00 per share, after deducting underwriting discounts and commissions and
estimated offering expenses. Our proceeds from the sale of the common stock sold
in the concurrent private placement will be $12 million.

The principal purposes of this offering are to create a public market for our 
common stock, obtain additional capital, facilitate our future access to the 
public equity markets, increase awareness of our company among potential 
utility customers and improve our competitive position. We intend to use the 
net proceeds to us from this offering and the concurrent private placement for 
working capital and other general corporate purposes. In addition, we used $12 
million of our existing cash balance to make payment to entities affiliated 
with Foundation Capital as consideration for the termination of warrants to 
purchase shares of our convertible preferred stock held by those stockholders, 
which occurred immediately prior to the effectiveness of this registration 
statement. Additionally, we may choose to expand our current business through 
acquisitions of, or investments in, other businesses, products or technologies,
using cash or shares of our common stock. However, we have no commitments to 
use the proceeds for any such acquisitions or investments at this time. 

Pending the use of proceeds from this offering, we intend to invest the net
proceeds in short-term, interest-bearing, investment-grade securities. Our
management will have broad discretion in the application of the net proceeds
from this offering and investors will be relying on the judgment of our
management regarding the application of the proceeds.

Competition in our market is intense and involves rapidly changing technologies,
evolving industry standards, frequent new product introductions, and changes in
customer requirements. To maintain and improve our competitive position, we 
must keep pace with the evolving needs of our utility customers and continue to
develop and introduce new products, features and services in a timely and 
efficient manner. 

The principal competitive factors that affect our success include: 

. our ability to anticipate changes in utility customer requirements and to 
  develop new or improved products that meet these requirements in a timely 
  manner; 

. the price, quality and performance of our products and services; 

. our ability to differentiate our products and services from those of our 
  competitors and thereby win new utility customers or sell additional 
  solutions to existing customers; 

. our reputation, including the perceived quality and performance of our 
  products and services; 

. our ability to ensure that our products conform to established and evolving 
  industry standards and governmental regulations; 

. our customer service and support; 

. warranties, indemnities, and other contractual terms; and 

. customer relationships and our ability to obtain strong customer references 
  that will support future sales efforts and market awareness of our Smart 
  Energy Platform . 

We believe we compete effectively in the market as a result of a number of 
factors including the innovative nature of our technology, the breadth of our 
product offerings, field-proven performance, competitive cost of ownership, our
extensive relationships with third-party vendors and strong references from 
our existing utility customers. 

Our competitors range from small to very large and established companies. These
companies offer a variety of products and services related to the smart grid 
and come from a number of industries, including traditional meter 
manufacturers, application developers, telecommunications vendors, and other 
service providers. 

We compete with traditional meter manufacturers that incorporate various 
communications technologies that provide some level of connectivity to the 
utility’s back office. Our key competitors in this segment include Echelon 
Corporation, Elster Group SE, Itron Inc., Landis+Gyr AG, which was acquired by 
Toshiba Corporation, Sensus Metering Systems Inc. and Trilliant Holdings, Inc. 
Similarly, we compete with traditional providers of distribution automation 
equipment, such as S&C Electric Company and Schweitzer Engineering 
Laboratories, Inc. 

We also face competition from newer entrants that are providing specific 
narrowly focused products for the smart grid, including Coulomb Technologies 
Inc., Grid Net Inc., OPOWER Inc. and Tendril Networks Inc. 

Furthermore, other large companies such as Alcatel-Lucent, AT&T Inc., Cisco 
Systems Inc., Enel SpA, Électricité Réseau Distribution France, Fujitsu 
Limited, General Electric Company, International Business Machines Corporation,
Mitsubishi Corporation, Motorola Solutions Inc., Siemens AG, Sprint Nextel 
Corporation and Verizon Communications Inc. have announced plans to pursue 
business opportunities related to the smart grid. Finally, as we look to expand
into new international markets, we expect to face additional competitors that 
may be more established in specific geographies. We anticipate that in the 
future, additional competitors will emerge that offer a broad range of products
and services related to the smart grid, some of which may be directly 
competitive with our offerings. 

These companies may have competitive advantages in the market, including strong
brand recognition, long-standing customer relationships, established
distribution networks, deep financial resources and broad product portfolios. In
addition, some of our competitors may have larger patent portfolios than we
have, which may provide them with a competitive advantage and may require us to
engage in costly litigation to protect and defend our intellectual property
rights.

To remain competitive, we may need to lower prices, invest more heavily in
expanding our portfolio of solutions, improve the functionality or features of
our solutions or expand our partnerships with third parties. In addition, these
third-party vendors may also be or may become competitors. We intend to continue
to effectively manage these relationships and to cultivate relationships with
new partners to maintain our competitive positioning.

We endeavor to offer the most competitive and highest-value solutions and
services to the markets we serve. Maintaining our competitive positioning
through understanding the requirements of our utility customers and markets is
of paramount importance in growing our market opportunity and will remain a top
priority for our entire organization.