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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q/A

AMENDMENT NO. 1





(Mark one)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

000-29748

(Commission file number)





ECHELON CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0203595                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)

550 Meridian Avenue

San Jose, CA 95126

(Address of principal executive office and zip code)

(408) 938-5200

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.

Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (do not check if a smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes   ̈    No  x

As of April 30, 2007, 39,432,584 shares of the registrants common stock were outstanding.









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ECHELON CORPORATION

FORM 10-Q/A

AMENDMENT NO. 1

FOR THE QUARTER ENDED MARCH 31, 2007

INDEX



|              |  |                                                                                                              |  |     
|------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|              |  |                                                                                                              |  | Page
|Part I.       |  | FINANCIAL INFORMATION                                                                                        |  | 5   
|Item 1.       |  | Unaudited Condensed Consolidated Financial Statements (As Restated)                                          |  | 5   
|              |  | Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006                             |  | 5   
|              |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and March 31, 2006 |  | 6   
|              |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and March 31, 2006 |  | 7   
|              |  | Notes to Condensed Consolidated Financial Statements                                                         |  | 8   
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations (As Restated)          |  | 26  
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 52  
|Item 4.       |  | Controls and Procedures (As Restated)                                                                        |  | 53  
|              |  |                                                                                                             
|Part II.      |  | OTHER INFORMATION                                                                                            |  | 54  
|Item 1.       |  | Legal Proceedings                                                                                            |  | 54  
|Item 1A.      |  | Risk Factors                                                                                                 |  | 54  
|Item 2.       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                  |  | 54  
|Item 6.       |  | Exhibits                                                                                                     |  | 55  
|              |  |                                                                                                             
|SIGNATURE     |  |                                                                                                              |  | 55  
|EXHIBIT INDEX |  | 56                                                                                                          



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EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q/A we are restating our condensed consolidated balance sheets as of March 31, 2007 and December 31, 2006, and our related condensed consolidated statements of operations
and cash flows for each of the quarters ended March 31, 2007 and 2006. As reported on April 22, 2008, during the preparation of our financial results for the quarter ended March 31, 2008, we identified an error in our previously
reported equity compensation expense. On April 30, 2008, we reported that we had also inappropriately accounted for the 1999 and 2001 leases of our San Jose, California corporate headquarters facilities.

The effects of all restatement adjustments on our condensed consolidated balance sheets as of March 31, 2007 and December 31, 2007 and 2006 are
as follows:



|                                       |  |               |              |              |   |              |  |   |             
|-------------------------------------- |  | ------------- | ------------ | ------------ | - | ------------ |  | - | ------------
|                                       |  | March 31,2007 |              | December 31,
|                                       |  | 2007          |              | 2006        
|Increase in total assets               |  | $             | 14.3 million |              | $ | 12.3 million |  | $ | 15.0 million
|Increase in total liabilities          |  | $             | 17.2 million |              | $ | 15.2 million |  | $ | 17.9 million
|Increase in additional paid-in-capital |  | $             | 1.0 million  |              | $ | 2.0 million  |  | $ | 0.8 million 
|Increase in accumulated deficit        |  | $             | 3.9 million  |              | $ | 4.9 million  |  | $ | 3.7 million 

The effects of all restatement adjustments on our condensed consolidated statements of operations
for the quarters ended March 31, 2007 and 2006 are as follows:



|                                             |  |                         |             |      |   |            
|-------------------------------------------- |  | ----------------------- | ----------- | ---- | - | -----------
|                                             |  | Quarter Ended March 31,
|                                             |  | 2007                    |             | 2006
|Decrease in rent expense                     |  | $                       | 1.0 million |      | $ | 1.0 million
|Increase in depreciation expense             |  | $                       | 0.7 million |      | $ | 0.7 million
|Increase in stock-based compensation expense |  | $                       | 0.2 million |      | $ | 0.1 million
|Increase in interest expense                 |  | $                       | 0.3 million |      | $ | 0.4 million
|Increase in net loss                         |  | $                       | 0.2 million |      | $ | 0.2 million

Included in Note 2 of Notes to Condensed Consolidated Financial Statements in this Report are
tables that present the effects of all restatement adjustments on the condensed consolidated financial statements reconciling the previously reported data to the as restated data for the Condensed Consolidated Balance Sheets as of
March 31, 2007 and December 31, 2006, and the Condensed Consolidated Statements of Operations and Cash Flows for the quarters ended March 31, 2007 and 2006. The restatements are further discussed below.

Restatement of stock-based compensation expense:During the preparation of our financial results for the quarter ended March 31, 2008,
we identified an error in our previously reported stock-based compensation expense for the years ended December 31, 2007, 2006 and 2005, and each of the quarterly periods in 2007 and 2006. The error was isolated to share awards and does not
affect the other forms of our equity compensation awards, namely stock options and stock-settled stock appreciation rights. While the grant date fair value of the share awards was determined correctly in accordance with Statement of Financial
Accounting Standard (SFAS) No. 123R (revised 2004), Share-Based Payment, the amount of expense associated with these awards that was recognized in 2007, 2006 and 2005 was not correct. The error was caused by a misapplication
of the widely-used equity compensation software application we use to manage and account for our equity compensation awards. This misapplication caused the expense associated with these share awards to be calculated using the straight-line,
single-option method rather than the accelerated, multiple-option method, which we had elected to use for all of our equity compensation awards. Use of the straight-line, single-option method resulted in understatements of stock-based compensation
expense in 2007, 2006 and 2005 of $1.2 million, $535,000 and $263,000, respectively. For the quarters ended March 31, 2007 and 2006, stock-based compensation expense was understated by $153,000 and $145,000, respectively.

Restatement related to the leases of our San Jose, California headquarters facilities: In connection with the restatement of stock-based
compensation expense, KPMG LLP, our independent registered public accounting firm, brought to our attention that we had inappropriately accounted for the leases of our corporate headquarters facilities that were entered into in 1999 and 2001. Under
the guidance in Emerging Issues Task Force Issue No. 97-10,The Effect of Lessee Involvement in Asset Construction (EITF 97-10), and SFAS No. 98,Accounting for Leases: Sale-Leaseback transactions Involving Real
Estate; Sales-Type Leases of Real Estate; Definition of the Lease Term; Initial Direct Costs of Direct Financing Leases; an amendment of FASB Statements No. 13, 66, and 91



3



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and a rescission of FASB Statement No. 26 and Technical Bulletin No. 79-11(SFAS 98), we should have reflected an asset on our
balance sheet for the costs paid by the lessor to construct our headquarters facilities, as well as a corresponding liability, because we were the deemed owner of the headquarters facilities for accounting purposes during the
construction periods. Upon completion of construction, we did not meet the sale-leaseback criteria under SFAS 98 and therefore should have treated the leases as financing obligations and the assets and corresponding liabilities would not
be derecognized. We had historically accounted for these leases as operating leases under SFAS No. 13, Accounting for Leases(SFAS 13), whereby the total minimum lease payment obligations under the leases were recognized as
monthly rent expense on a straight-line basis over the terms of the leases.The restatement adjustments do not affect the total cash payments we have made or are obligated to make under the lease agreements, nor do they change the total
expense to be recognized over the lease terms. However, the timing and nature of expenses in the statement of operations is different under this treatment as compared to operating lease treatment. Specifically, we should have recognized land lease
expense, depreciation expense on the assets we are deemed to own and interest expense on the associated lease financing obligations. For a more detailed description of the effects on our condensed consolidated financial statements see Note 2 of
Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report.

Our management and the
Audit Committee of our Board of Directors have concluded that these errors in our Condensed Consolidated Financial Statements were unintentional, and no misdeed or fraud was involved in any respect. The Audit Committee also determined that the error
in stock-based compensation expense was in no way caused by any backdating of or similar improper activity involving stock option grants. In conjunction with the Audit Committee, we have determined that the errors are a result of material weaknesses
in our internal control over financial reporting, as such term is defined by Securities and Exchange Commission Rule 1-02(a)(4) of Regulation S-X. See further explanation of the material weaknesses and remediation plans in Part I, Item 4
Controls and Procedures (as restated) of this Report.

Except for the matters related to the aforementioned restatements and
material weaknesses, this Amendment No. 1 does not modify or update other disclosures in the originally filed Form 10-Q.

The Company
will also file amendments to its 2007 Form 10-K and Forms 10-Q for each of the quarters ended June 30, and September 30, 2007. The amended 2007 filings will include restated information for periods affected by these restatements.

This Form 10-Q/A also reflects the restatement of related information contained in (i) Managements Discussion and
Analysis of Financial Condition and Results of Operations in Part I, Item 2.

FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of the U.S. federal securities laws that involve risks and uncertainties. Certain
statements contained in this report are not purely historical including, without limitation, statements regarding our expectations, beliefs, intentions, anticipations, commitments or strategies regarding the future that are forward-looking. These
statements include those discussed in Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, including Critical Accounting Estimates, Results of Operations,
Off-Balance-Sheet Arrangements and Other Critical Contractual Obligations, Liquidity and Capital Resources, and Recently Issued Accounting Standards, and elsewhere in this report.

In this report, the words may, could, would, might, will, should,
plan,  forecast, anticipate, believe, expect, intend, estimate, predict, potential, continue, future, moving
toward or the negative of these terms or other similar expressions also identify forward-looking statements. Our actual results could differ materially from those forward-looking statements contained in this report as a result of a number of
risk factors including, but not limited to, those set forth in the section entitled Factors That May Affect Future Results of Operations and elsewhere in this report. You should carefully consider these risks, in addition to the other
information in this report and in our other filings with the SEC. All forward-looking statements and reasons why results may differ included in this report are made as of the date of this report, and we assume no obligation to update any such
forward-looking statement or reason why such results might differ.



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PART I. FINANCIAL INFORMATION



|ITEM 1. | UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|------- | -----------------------------------------------------

ECHELON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                                    |  |                             |          |   |                                |   |          |  
|--------------------------------------------------- |  | --------------------------- | -------- | - | ------------------------------ | - | -------- | -
|                                                    |  | March 31,2007(As Restated)1 |          |   | December 31,2006(As Restated)1 |  
|ASSETS                                              |  |                             |          |   |                                |   |          |  
|CURRENT ASSETS:                                     |  |                             |          |   |                                |   |          |  
|Cash and cash equivalents                           |  | $                           | 35,870   |   |                                | $ | 37,412   |  
|Short-term investments                              |  |                             | 85,684   |   |                                |   | 86,745   |  
|Accounts receivable, net                            |  |                             | 17,520   |   |                                |   | 13,918   |  
|Inventories                                         |  |                             | 11,075   |   |                                |   | 11,359   |  
|Deferred cost of goods sold                         |  |                             | 6,432    |   |                                |   | 19,060   |  
|Other current assets                                |  |                             | 2,011    |   |                                |   | 2,138    |  
|                                                    |  |                             |          |   |                                |   |          |  
|Total current assets                                |  |                             | 158,592  |   |                                |   | 170,632  |  
|                                                    |  |                             |          |   |                                |   |          |  
|Property and equipment, net                         |  |                             | 29,611   |   |                                |   | 30,405   |  
|Goodwill                                            |  |                             | 8,312    |   |                                |   | 8,278    |  
|Other long-term assets                              |  |                             | 1,956    |   |                                |   | 1,957    |  
|                                                    |  |                             |          |   |                                |   |          |  
|Total assets                                        |  | $                           | 198,471  |   |                                | $ | 211,272  |  
|                                                    |  |                             |          |   |                                |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                |  |                             |          |   |                                |   |          |  
|CURRENT LIABILITIES:                                |  |                             |          |   |                                |   |          |  
|Accounts payable                                    |  | $                           | 6,420    |   |                                | $ | 6,893    |  
|Accrued liabilities                                 |  |                             | 8,502    |   |                                |   | 4,796    |  
|Current portion lease financing obligations         |  |                             | 2,657    |   |                                |   | 2,579    |  
|Deferred revenues                                   |  |                             | 15,066   |   |                                |   | 26,843   |  
|                                                    |  |                             |          |   |                                |   |          |  
|Total current liabilities                           |  |                             | 32,645   |   |                                |   | 41,111   |  
|                                                    |  |                             |          |   |                                |   |          |  
|LONG-TERM LIABILITIES:                              |  |                             |          |   |                                |   |          |  
|Lease financing obligations, net of current portion |  |                             | 15,361   |   |                                |   | 16,052   |  
|Deferred rent, net of current portion               |  |                             | 429      |   |                                |   | 446      |  
|                                                    |  |                             |          |   |                                |   |          |  
|Total long-term liabilities                         |  |                             | 15,790   |   |                                |   | 16,498   |  
|                                                    |  |                             |          |   |                                |   |          |  
|STOCKHOLDERS EQUITY:                               |  |                             |          |   |                                |   |          |  
|Common stock                                        |  |                             | 418      |   |                                |   | 416      |  
|Additional paid-in capital                          |  |                             | 285,526  |   |                                |   | 283,728  |  
|Treasury stock                                      |  |                             | (19,259  | ) |                                |   | (19,259  | )
|Accumulated other comprehensive income              |  |                             | 1,121    |   |                                |   | 997      |  
|Accumulated deficit                                 |  |                             | (117,770 | ) |                                |   | (112,219 | )
|                                                    |  |                             |          |   |                                |   |          |  
|Total stockholders equity                          |  |                             | 150,036  |   |                                |   | 153,663  |  
|                                                    |  |                             |          |   |                                |   |          |  
|Total liabilities and stockholders equity          |  | $                           | 198,471  |   |                                | $ | 211,272  |  
|                                                    |  |                             |          |   |                                |   |          |  



|1 | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|- | ---------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial statements.



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ECHELON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------ | - | ------ | -
|                                                                                                                                                                                       |  | Three Months EndedMarch 31, |       
|                                                                                                                                                                                       |  | 2007(As Restated)1          |        |   | 2006(As Restated)1 |  
|REVENUES:                                                                                                                                                                              |  |                             |        |   |                    |   |        |  
|Product                                                                                                                                                                                |  | $                           | 39,077 |   |                    | $ | 10,574 |  
|Service                                                                                                                                                                                |  |                             | 192    |   |                    |   | 171    |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Total revenues                                                                                                                                                                         |  |                             | 39,269 |   |                    |   | 10,745 |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|COST OF REVENUES:                                                                                                                                                                      |  |                             |        |   |                    |   |        |  
|Cost of product2                                                                                                                                                                       |  |                             | 28,634 |   |                    |   | 4,565  |  
|Cost of service2                                                                                                                                                                       |  |                             | 483    |   |                    |   | 436    |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Total cost of revenues                                                                                                                                                                 |  |                             | 29,117 |   |                    |   | 5,001  |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Gross profit                                                                                                                                                                           |  |                             | 10,152 |   |                    |   | 5,744  |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|OPERATING EXPENSES:                                                                                                                                                                    |  |                             |        |   |                    |   |        |  
|Product development2                                                                                                                                                                   |  |                             | 7,778  |   |                    |   | 6,959  |  
|Sales and marketing2                                                                                                                                                                   |  |                             | 5,427  |   |                    |   | 5,162  |  
|General and administrative2                                                                                                                                                            |  |                             | 3,568  |   |                    |   | 3,265  |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Total operating expenses                                                                                                                                                               |  |                             | 16,773 |   |                    |   | 15,386 |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Loss from operations                                                                                                                                                                   |  |                             | (6,621 | ) |                    |   | (9,642 | )
|Interest and other income, net                                                                                                                                                         |  |                             | 1,497  |   |                    |   | 1,394  |  
|Interest expense on lease financing obligations                                                                                                                                        |  |                             | (319   | ) |                    |   | (360   | )
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Loss before provision for income taxes                                                                                                                                                 |  |                             | (5,443 | ) |                    |   | (8,608 | )
|Provision for income taxes                                                                                                                                                             |  |                             | 108    |   |                    |   | 80     |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|NET LOSS                                                                                                                                                                               |  | $                           | (5,551 | ) |                    | $ | (8,688 | )
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Net loss per share:                                                                                                                                                                    |  |                             |        |   |                    |   |        |  
|Basic                                                                                                                                                                                  |  | $                           | (0.14  | ) |                    | $ | (0.22  | )
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Diluted                                                                                                                                                                                |  | $                           | (0.14  | ) |                    | $ | (0.22  | )
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Shares used in computing net loss per share:                                                                                                                                           |  |                             |        |   |                    |   |        |  
|Basic                                                                                                                                                                                  |  |                             | 39,227 |   |                    |   | 39,767 |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|Diluted                                                                                                                                                                                |  |                             | 39,227 |   |                    |   | 39,767 |  
|                                                                                                                                                                                       |  |                             |        |   |                    |   |        |  
|1See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.  2Amounts include stock-based compensation costs as follows (as restated)1: | 
|                                                                                                                                                                                       |  |                            
|Cost of product                                                                                                                                                                        |  | $                           | 147    |   |                    | $ | 127    |  
|Cost of service                                                                                                                                                                        |  |                             | 16     |   |                    |   | 16     |  
|Product development                                                                                                                                                                    |  |                             | 482    |   |                    |   | 669    |  
|Sales and marketing                                                                                                                                                                    |  |                             | 316    |   |                    |   | 398    |  
|General and administrative                                                                                                                                                             |  |                             | 372    |   |                    |   | 341    |  

See accompanying notes to condensed consolidated financial statements.



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ECHELON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ------------------ | - | ------- | -
|                                                                                                                                   |  | Three Months EndedMarch 31, |        
|                                                                                                                                   |  | 2007(As Restated)1          |         |   | 2006(As Restated)1 |  
|CASH FLOWS USED IN OPERATING ACTIVITIES:                                                                                           |  |                             |         |   |                    |   |         |  
|Net loss                                                                                                                           |  | $                           | (5,551  | ) |                    | $ | (8,688  | )
|Adjustments to reconcile net loss to net cash used in operating activities:                                                        |  |                             |         |   |                    |   |         |  
|Depreciation and amortization                                                                                                      |  |                             | 1,778   |   |                    |   | 1,713   |  
|Loss on disposal of fixed assets                                                                                                   |  |                             | 2       |   |                    |   |        |  
|Increase in (reduction of) allowance for doubtful accounts                                                                         |  |                             | 7       |   |                    |   | (94     | )
|Reduction of (increase in) accrued investment income                                                                               |  |                             | 114     |   |                    |   | (3      | )
|Stock-based compensation                                                                                                           |  |                             | 1,333   |   |                    |   | 1,551   |  
|Change in operating assets and liabilities:                                                                                        |  |                             |         |   |                    |   |         |  
|Accounts receivable                                                                                                                |  |                             | (3,607  | ) |                    |   | 4,945   |  
|Inventories                                                                                                                        |  |                             | 290     |   |                    |   | (204    | )
|Deferred cost of goods sold                                                                                                        |  |                             | 12,627  |   |                    |   | (1,078  | )
|Other current assets                                                                                                               |  |                             | 136     |   |                    |   | (646    | )
|Accounts payable                                                                                                                   |  |                             | (479    | ) |                    |   | 361     |  
|Accrued liabilities                                                                                                                |  |                             | 3,713   |   |                    |   | (2,872  | )
|Deferred revenues                                                                                                                  |  |                             | (11,779 | ) |                    |   | 4,495   |  
|Deferred rent                                                                                                                      |  |                             | (32     | ) |                    |   | (25     | )
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|Net cash used in operating activities                                                                                              |  |                             | (1,448  | ) |                    |   | (545    | )
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:                                                                                       |  |                             |         |   |                    |   |         |  
|Purchases of available-for-sale short-term investments                                                                             |  |                             | (31,783 | ) |                    |   | (12,842 | )
|Proceeds from maturities and sales of available-for-sale short-term investments                                                    |  |                             | 32,768  |   |                    |   | 22,195  |  
|Change in other long-term assets                                                                                                   |  |                             | 6       |   |                    |   | 17      |  
|Capital expenditures                                                                                                               |  |                             | (983    | ) |                    |   | (1,031  | )
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|Net cash provided by investing activities                                                                                          |  |                             | 8       |   |                    |   | 8,339   |  
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:                                                                             |  |                             |         |   |                    |   |         |  
|Principal payments of lease financing obligations                                                                                  |  |                             | (613    | ) |                    |   | (544    | )
|Proceeds from exercise of stock options                                                                                            |  |                             | 845     |   |                    |   |        |  
|Repurchase of common stock from employees for payment of taxes on vesting of performance shares and upon exercise of stock
options |  |                             | (377    | ) |                    |   |        |  
|Repurchase of common stock under stock repurchase program                                                                          |  |                             |        |   |                    |   | (977    | )
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|Net cash used in financing activities                                                                                              |  |                             | (145    | ) |                    |   | (1,521  | )
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                                                            |  |                             | 43      |   |                    |   | 84      |  
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                                               |  |                             | (1,542  | ) |                    |   | 6,357   |  
|CASH AND CASH EQUIVALENTS:                                                                                                         |  |                             |         |   |                    |   |         |  
|Beginning of period                                                                                                                |  |                             | 37,412  |   |                    |   | 59,080  |  
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|End of period                                                                                                                      |  | $                           | 35,870  |   |                    | $ | 65,437  |  
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                                                 |  |                             |         |   |                    |   |         |  
|Cash paid for income taxes                                                                                                         |  | $                           | 163     |   |                    | $ | 81      |  
|                                                                                                                                   |  |                             |         |   |                    |   |         |  
|Cash paid for interest on lease financing obligations                                                                              |  | $                           | 316     |   |                    | $ | 356     |  
|                                                                                                                                   |  |                             |         |   |                    |   |         |  



|1 | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|- | ---------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial statements.



7



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##### Table of Contents

ECHELON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation:

The condensed consolidated financial statements include the accounts of Echelon Corporation (the Company), a Delaware
corporation, and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

While the
financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for the fair
presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the date of the interim balance sheet. The results for interim periods are not necessarily indicative of the results for the
entire year. The condensed consolidated financial statements should be read in conjunction with the Companys consolidated financial statements (as restated) for the year ended December 31, 2007 included in its Annual Report on Form 10-K/A
filed concurrently with this Quarterly Report on Form 10-Q/A.

2. Restatement of Condensed Consolidated Financial Statements:

During the preparation of its financial results for the quarter ended March 31, 2008, the Company identified an error in its previously reported
equity compensation expense and determined it had inappropriately accounted for the 1999 and 2001 leases of its San Jose, California corporate headquarters facilities.

Restatement of stock-based compensation expense:The Company identified an error in its previously reported stock-based compensation expense for the years ended December 31, 2007, 2006 and 2005 and
each of the quarterly periods in 2007 and 2006. The error was isolated to share awards and does not affect the other forms of our equity compensation awards, namely stock options and stock-settled stock appreciation rights. While the grant date fair
value of the share awards was determined correctly in accordance with Statement of Financial Accounting Standard (SFAS) No. 123R (revised 2004), Share-Based Payment (SFAS 123R), the amount of expense
associated with these awards that was recognized in 2007, 2006 and 2005 was not correct. The error was caused by a misapplication of the widely-used equity compensation software application the Company uses to manage and account for its equity
compensation awards. This misapplication caused the expense associated with these share awards to be calculated using the straight-line, single-option method rather than the accelerated, multiple-option method, which the Company had elected to use
for all of its equity compensation awards. Use of the straight-line, single-option method resulted in understatements of stock-based compensation expense in the quarters ended March 31, 2007 and 2006, of $153,000 and $145,000, respectively.

Restatement related to the leases of our San Jose, California headquarters facilities: The Company inappropriately accounted
for the leases of its corporate headquarters facilities that were entered into in 1999 and 2001. Under the guidance in Emerging Issues Task Force Issue No. 97-10,The Effect of Lessee Involvement in Asset Construction (EITF
97-10), and SFAS No. 98,Accounting for Leases: Sale-Leaseback transactions Involving Real Estate; Sales-Type Leases of Real Estate; Definition of the Lease Term; Initial Direct Costs of Direct Financing Leases; an amendment of FASB
Statements No. 13, 66, and 91 and a rescission of FASB Statement No. 26 and Technical Bulletin No. 79-11 (SFAS 98), the Company should have reflected an asset on its balance sheet for the costs paid by the lessor to
construct its headquarters facilities, as well as a corresponding liability, because the Company was the deemed owner of the headquarters facilities for accounting purposes during the construction periods. Upon completion of
construction, the Company did not meet the sale-leaseback criteria under SFAS 98 and therefore should have treated the leases as financing obligations and the assets and corresponding liabilities would not be derecognized. The
Company has historically accounted for these leases as operating leases under SFAS No. 13, Accounting for Leases(SFAS 13), whereby the total minimum lease payment obligations under the leases was recognized as monthly rent
expense on a straight-line basis over the terms of the leases.The restatement adjustments do not affect the total cash payments the Company has made or is obligated to make under the lease agreements, nor do they change the total expense to
be recognized over the lease terms. However, the timing and nature of expenses in the statement of operations is different under this treatment as compared to operating lease treatment. Specifically, the Company should have recognized land lease
expense, depreciation expense on the assets it is deemed to own and interest expense on the associated lease financing obligations.



8



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##### Table of Contents

Therefore the Company has restated its consolidated balance sheets as of December 31, 2007 and 2006,
and its consolidated statements of operations, stockholders equity, cash flows and comprehensive income (loss) for each of the years in the three-year period ended December 31, 2007 and each of the quarters in 2007 and 2006, to reflect
the restatement adjustments applicable to those periods.

The following table presents the effects of the adjustments made to the
Companys previously reported condensed consolidated balance sheets as of March 31, 2007 and December 31, 2006 (in thousands):



|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|--------------------------------------------------- |  | -------------------- | -------- | - | ----------------- | - | ------ | ---------- |  | - | -------------------- | - |  | ----------- | -------- | - | ---------- | - | ------ | - |  | - | -------- | -
|                                                    |  | March 31, 2007       |          |   | December 31, 2006 |  
|                                                    |  | AsPreviouslyReported |          |   | Adjustments       |   |        | AsRestated |  |   | AsPreviouslyReported |   |  | Adjustments |          |   | AsRestated |  
|ASSETS                                              |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Current Assets:                                     |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Cash and cash equivalents                           |  | $                    | 35,870   |   |                   | $ |       |            |  | $ | 35,870               |   |  | $           | 37,412   |   |            | $ |       |   |  | $ | 37,412   |  
|Short-term investments                              |  |                      | 85,684   |   |                   |   |       |            |  |   | 85,684               |   |  |             | 86,745   |   |            |   |       |   |  |   | 86,745   |  
|Accounts receivable, net                            |  |                      | 17,520   |   |                   |   |       |            |  |   | 17,520               |   |  |             | 13,918   |   |            |   |       |   |  |   | 13,918   |  
|Inventories                                         |  |                      | 11,075   |   |                   |   |       |            |  |   | 11,075               |   |  |             | 11,359   |   |            |   |       |   |  |   | 11,359   |  
|Deferred cost of goods sold                         |  |                      | 6,432    |   |                   |   |       |            |  |   | 6,432                |   |  |             | 19,060   |   |            |   |       |   |  |   | 19,060   |  
|Other current assets                                |  |                      | 2,236    |   |                   |   | (225   | )          |  |   | 2,011                |   |  |             | 2,359    |   |            |   | (221   | ) |  |   | 2,138    |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Total current assets                                |  |                      | 158,817  |   |                   |   | (225   | )          |  |   | 158,592              |   |  |             | 170,853  |   |            |   | (221   | ) |  |   | 170,632  |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Property and Equipment, net                         |  |                      | 15,075   |   |                   |   | 14,536 |            |  |   | 29,611               |   |  |             | 15,188   |   |            |   | 15,217 |   |  |   | 30,405   |  
|Goodwill                                            |  |                      | 8,312    |   |                   |   |       |            |  |   | 8,312                |   |  |             | 8,278    |   |            |   |       |   |  |   | 8,278    |  
|Other long-term assets                              |  |                      | 1,956    |   |                   |   |       |            |  |   | 1,956                |   |  |             | 1,957    |   |            |   |       |   |  |   | 1,957    |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|TOTAL ASSETS                                        |  | $                    | 184,160  |   |                   | $ | 14,311 |            |  | $ | 198,471              |   |  | $           | 196,276  |   |            | $ | 14,996 |   |  | $ | 211,272  |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Current Liabilities:                                |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Accounts payable                                    |  | $                    | 6,420    |   |                   | $ |       |            |  | $ | 6,420                |   |  | $           | 6,893    |   |            | $ |       |   |  | $ | 6,893    |  
|Accrued liabilities                                 |  |                      | 8,417    |   |                   |   | 85     |            |  |   | 8,502                |   |  |             | 4,697    |   |            |   | 99     |   |  |   | 4,796    |  
|Current portion lease financing obligations         |  |                      |         |   |                   |   | 2,657  |            |  |   | 2,657                |   |  |             |         |   |            |   | 2,579  |   |  |   | 2,579    |  
|Deferred revenues                                   |  |                      | 15,066   |   |                   |   |       |            |  |   | 15,066               |   |  |             | 26,843   |   |            |   |       |   |  |   | 26,843   |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Total current liabilities                           |  |                      | 29,903   |   |                   |   | 2,742  |            |  |   | 32,645               |   |  |             | 38,433   |   |            |   | 2,678  |   |  |   | 41,111   |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Long-Term Liabilities:                              |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Lease financing obligations, net of current portion |  |                      |         |   |                   |   | 15,361 |            |  |   | 15,361               |   |  |             |         |   |            |   | 16,052 |   |  |   | 16,052   |  
|Deferred rent, net of current portion               |  |                      | 1,296    |   |                   |   | (867   | )          |  |   | 429                  |   |  |             | 1,268    |   |            |   | (822   | ) |  |   | 446      |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Total long-term liabilities                         |  |                      | 1,296    |   |                   |   | 14,494 |            |  |   | 15,790               |   |  |             | 1,268    |   |            |   | 15,230 |   |  |   | 16,498   |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Stockholders Equity:                               |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Common stock                                        |  |                      | 418      |   |                   |   |       |            |  |   | 418                  |   |  |             | 416      |   |            |   |       |   |  |   | 416      |  
|Additional paid-in capital                          |  |                      | 284,575  |   |                   |   | 951    |            |  |   | 285,526              |   |  |             | 282,930  |   |            |   | 798    |   |  |   | 283,728  |  
|Treasury stock                                      |  |                      | (19,259  | ) |                   |   |       |            |  |   | (19,259              | ) |  |             | (19,259  | ) |            |   |       |   |  |   | (19,259  | )
|Accumulated other comprehensive income              |  |                      | 1,121    |   |                   |   |       |            |  |   | 1,121                |   |  |             | 997      |   |            |   |       |   |  |   | 997      |  
|Accumulated deficit                                 |  |                      | (113,894 | ) |                   |   | (3,876 | )          |  |   | (117,770             | ) |  |             | (108,509 | ) |            |   | (3,710 | ) |  |   | (112,219 | )
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|Total stockholders equity                          |  |                      | 152,961  |   |                   |   | (2,925 | )          |  |   | 150,036              |   |  |             | 156,575  |   |            |   | (2,912 | ) |  |   | 153,663  |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY          |  | $                    | 184,160  |   |                   | $ | 14,311 |            |  | $ | 198,471              |   |  | $           | 196,276  |   |            | $ | 14,996 |   |  | $ | 211,272  |  
|                                                    |  |                      |          |   |                   |   |        |            |  |   |                      |   |  |             |          |   |            |   |        |   |  |   |          |  



9



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##### Table of Contents

The following table presents the effects of the adjustments made to the Companys previously
reported condensed consolidated statements of operations for each of the three-month periods ended March 31, 2007 and 2006 (in thousands, except per share data):



|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|----------------------------------------------- |  | ---------------------------- | ------ | - | ----------- | - | ---- | ----------- |  | - | -------------------- | - |  | ----------- | ------ | - | ----------- | - | ----- | - |  | - | ------ | -
|                                                |  | Three Months Ended March 31, |       
|                                                |  | 2007                         |        |   | 2006        |  
|                                                |  | AsPreviouslyReported         |        |   | Adjustments |   |      | As Restated |  |   | AsPreviouslyReported |   |  | Adjustments |        |   | As Restated |  
|REVENUES:                                       |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Product                                         |  | $                            | 39,077 |   |             | $ |     |             |  | $ | 39,077               |   |  | $           | 10,574 |   |             | $ |      |   |  | $ | 10,574 |  
|Service                                         |  |                              | 192    |   |             |   |     |             |  |   | 192                  |   |  |             | 171    |   |             |   |      |   |  |   | 171    |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Total revenues                                  |  |                              | 39,269 |   |             |   |     |             |  |   | 39,269               |   |  |             | 10,745 |   |             |   |      |   |  |   | 10,745 |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|COST OF REVENUES:                               |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Cost of product                                 |  |                              | 28,627 |   |             |   | 7    |             |  |   | 28,634               |   |  |             | 4,563  |   |             |   | 2     |   |  |   | 4,565  |  
|Cost of service                                 |  |                              | 492    |   |             |   | (9   | )           |  |   | 483                  |   |  |             | 445    |   |             |   | (9    | ) |  |   | 436    |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Total cost of revenues                          |  |                              | 29,119 |   |             |   | (2   | )           |  |   | 29,117               |   |  |             | 5,008  |   |             |   | (7    | ) |  |   | 5,001  |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Gross profit                                    |  |                              | 10,150 |   |             |   | 2    |             |  |   | 10,152               |   |  |             | 5,737  |   |             |   | 7     |   |  |   | 5,744  |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|OPERATING EXPENSES:                             |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Product development                             |  |                              | 7,801  |   |             |   | (23  | )           |  |   | 7,778                |   |  |             | 6,991  |   |             |   | (32   | ) |  |   | 6,959  |  
|Sales and marketing                             |  |                              | 5,415  |   |             |   | 12   |             |  |   | 5,427                |   |  |             | 5,147  |   |             |   | 15    |   |  |   | 5,162  |  
|General and administrative                      |  |                              | 3,708  |   |             |   | (140 | )           |  |   | 3,568                |   |  |             | 3,402  |   |             |   | (137  | ) |  |   | 3,265  |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Total operating expenses                        |  |                              | 16,924 |   |             |   | (151 | )           |  |   | 16,773               |   |  |             | 15,540 |   |             |   | (154  | ) |  |   | 15,386 |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Loss from operations                            |  |                              | (6,774 | ) |             |   | 153  |             |  |   | (6,621               | ) |  |             | (9,803 | ) |             |   | 161   |   |  |   | (9,642 | )
|Interest and other income, net                  |  |                              | 1,497  |   |             |   |     |             |  |   | 1,497                |   |  |             | 1,394  |   |             |   |      |   |  |   | 1,394  |  
|Interest expense on lease financing obligations |  |                              |       |   |             |   | (319 | )           |  |   | (319                 | ) |  |             |       |   |             |   | (360  | ) |  |   | (360   | )
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Loss before provision for income taxes          |  |                              | (5,277 | ) |             |   | (166 | )           |  |   | (5,443               | ) |  |             | (8,409 | ) |             |   | (199  | ) |  |   | (8,608 | )
|Provision for income taxes                      |  |                              | 108    |   |             |   |     |             |  |   | 108                  |   |  |             | 80     |   |             |   |      |   |  |   | 80     |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|NET LOSS                                        |  | $                            | (5,385 | ) |             | $ | (166 | )           |  | $ | (5,551               | ) |  | $           | (8,489 | ) |             | $ | (199  | ) |  | $ | (8,688 | )
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Loss per share:                                 |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Basic                                           |  | $                            | (0.14  | ) |             | $ |     |             |  | $ | (0.14                | ) |  | $           | (0.21  | ) |             | $ | (0.01 | ) |  | $ | (0.22  | )
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Diluted                                         |  | $                            | (0.14  | ) |             | $ |     |             |  | $ | (0.14                | ) |  | $           | (0.21  | ) |             | $ | (0.01 | ) |  | $ | (0.22  | )
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Shares used in per share calculation:           |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Basic                                           |  |                              | 39,227 |   |             |   |     |             |  |   | 39,227               |   |  |             | 39,767 |   |             |   |      |   |  |   | 39,767 |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  
|Diluted                                         |  |                              | 39,227 |   |             |   |     |             |  |   | 39,227               |   |  |             | 39,767 |   |             |   |      |   |  |   | 39,767 |  
|                                                |  |                              |        |   |             |   |      |             |  |   |                      |   |  |             |        |   |             |   |       |   |  |   |        |  



10



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##### Table of Contents

The following table presents the effects of the adjustments made to the Companys previously
reported condensed consolidated statements of cash flows for each of the three-month periods ended March 31, 2007 and 2006 (in thousands):



|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|---------------------------------------------------- |  | ---------------------------- | ------ | - | ----------- | - | ---- | ---------- |  | - | -------------------- | - |  | ----------- | ------ | - | ---------- | - | ---- | - |  | - | ------ | -
|                                                     |  | Three Months Ended March 31, |       
|                                                     |  | 2007                         |        |   | 2006        |  
|                                                     |  | AsPreviouslyReported         |        |   | Adjustments |   |      | AsRestated |  |   | AsPreviouslyReported |   |  | Adjustments |        |   | AsRestated |  
|Net cash used in operating activities                |  | $                            | (2,061 | ) |             | $ | 613  |            |  | $ | (1,448               | ) |  | $           | (1,089 | ) |            | $ | 544  |   |  | $ | (545   | )
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Net cash provided by investing activities            |  |                              | 8      |   |             |   |     |            |  |   | 8                    |   |  |             | 8,339  |   |            |   |     |   |  |   | 8,339  |  
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Net cash provided by (used in) financing activities  |  |                              | 468    |   |             |   | (613 | )          |  |   | (145                 | ) |  |             | (977   | ) |            |   | (544 | ) |  |   | (1,521 | )
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Effect of exchange rate changes on cash              |  |                              | 43     |   |             |   |     |            |  |   | 43                   |   |  |             | 84     |   |            |   |     |   |  |   | 84     |  
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents |  |                              | (1,542 | ) |             |   |     |            |  |   | (1,542               | ) |  |             | 6,357  |   |            |   |     |   |  |   | 6,357  |  
|CASH AND CASH EQUIVALENTS:                           |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Beginning of period                                  |  |                              | 37,412 |   |             |   |     |            |  |   | 37,412               |   |  |             | 59,080 |   |            |   |     |   |  |   | 59,080 |  
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|End of period                                        |  | $                            | 35,870 |   |             | $ |     |            |  | $ | 35,870               |   |  | $           | 65,437 |   |            | $ |     |   |  | $ | 65,437 |  
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|SUPPLEMENTAL DISCLOSURES:                            |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Cash paid for taxes                                  |  | $                            | 163    |   |             | $ |     |            |  | $ | 163                  |   |  | $           | 81     |   |            | $ |     |   |  | $ | 81     |  
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  
|Cash paid for interest                               |  | $                            |       |   |             | $ | 316  |            |  | $ | 316                  |   |  | $           |       |   |            | $ | 356  |   |  | $ | 356    |  
|                                                     |  |                              |        |   |             |   |      |            |  |   |                      |   |  |             |        |   |            |   |      |   |  |   |        |  

3. Summary of Significant Accounting Policies (As Restated):

Principles of Consolidation

The consolidated
financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Foreign Currency Translation

For foreign subsidiaries using the local currency as their functional currency, assets and
liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of these translation adjustments are reported as a separate component of
stockholders equity. Remeasurement adjustments for non-functional currency monetary assets and liabilities are included in other income (expense) in the accompanying condensed consolidated statements of operations.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



11



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Revenue Recognition

The Companys revenues are derived from the sale and license of its products and to a lesser extent, from fees associated with training, technical support, and customer software design services offered to its
customers. Product revenues consist of revenues from hardware sales and software licensing arrangements. Service revenues consist of product technical support (including software post-contract support services), training, and custom software
development services.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, collectibility is probable, and there are no post-delivery obligations. For hardware sales, including sales to third party manufacturers, these criteria are generally met at the time of shipment. For sales to the
Companys distributor partners, these criteria are generally met at the time the distributor sells the products through to its end-use customer. For software licenses, these criteria are generally met upon shipment to the final end-user.
Service revenue is recognized as the training services are performed, or ratably over the term of the support period. In the case of custom software development services, revenue is recognized when the customer accepts the software.

In accordance with AICPA Statement of Position 97-2 (SOP 97-2), Software Revenue Recognition, as amended, revenue earned on software
arrangements involving multiple elements is allocated to each element based upon the relative fair values of the elements. The Company uses the residual method to recognize revenue when a license agreement includes one or more elements to be
delivered at a future date. In these instances, the amount of revenue deferred at the time of sale is based on vendor specific objective evidence (VSOE) of the fair value for each undelivered element. If VSOE of fair value does not exist
for each undelivered element, all revenue attributable to the multi-element arrangement is deferred until sufficient VSOE of fair value exists for each undelivered element or all elements have been delivered.

The Company currently sells a limited number of its LONWORKS® Infrastructure products that are considered multiple element arrangements under SOP 97-2. Revenue for the software license element is recognized at the time of delivery of the
applicable product to the end-user. The only undelivered element at the time of sale consists of post-contract customer support (PCS). The VSOE for this PCS is based on prices paid by the Companys customers for stand-alone
purchases of PCS. Revenue for the PCS element is deferred and recognized ratably over the PCS service period. The costs of providing these PCS services are expensed when incurred.

In certain instances, the Companys Networked Energy Services (NES) System products are sold as part of multiple element arrangements,
which may include electricity meters and data concentrators (collectively, the Hardware); NES System software, for which a royalty is charged on a per-meter basis; PCS for the NES System software; and extended warranties for the
Hardware. These arrangements may require the Company to deliver Hardware over an extended period of time. In accordance with SOP 97-2, when the multiple element arrangement includes NES System software, the Company defers the recognition of all
revenue until all software required under the arrangement has been delivered to the customer. Once the software has been delivered, the Company recognizes revenues for the Hardware and NES System software royalties upon customer acceptance of the
Hardware based on a constant ratio of meters to data concentrators, which is determined on a contract-by-contract basis. To the extent actual deliveries of either meters or data concentrators is disproportionate to the expected overall ratio for any
given arrangement, revenue for the excess meters or data concentrators is deferred until such time as additional deliveries of meters or data concentrators has occurred. The Company has established VSOE for the PCS on the NES System software, as
well as for the warranties on its NES Hardware products. These revenues are recognized ratably over the associated service period, which generally commences upon the latter of the delivery of all software, or the customers acceptance of any
given Hardware shipment.

The Company accounts for the rights of return, price protection, rebates, and other sales incentives offered to
its distributors in accordance with Statement of Financial Accounting Standards (SFAS) No. 48, Revenue Recognition When Right of Return Exists,and EITF 01-09,Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendors Products). During the first and second quarters of 2006, the Company modified its revenue recognition method for sales made to its distributor partners. Under the revised method, revenue on sales made
to distributors is deferred until the distributor sells the products through to its end-use customers. The impact of these revenue recognition methodology revisions were one-time reductions in revenues of approximately $2.9 million during the
quarter ended March 31, 2006.



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##### Table of Contents

Deferred Revenue and Deferred Cost of Goods Sold

Deferred revenue and deferred cost of goods sold result from transactions where the Company has shipped product or performed services for which all
revenue recognition criteria have not yet been met. Deferred cost of goods sold related to deferred product revenues includes direct product costs and applied overhead. Deferred cost of goods sold related to deferred service revenues includes direct
labor costs and applied overhead. Once all revenue recognition criteria have been met, the deferred revenues and associated cost of goods sold are recognized.

Cash and Cash Equivalents

The Company considers bank deposits, money market investments and all debt and equity securities
with an original maturity of three months or less as cash and cash equivalents.

Short-Term Investments

The Company classifies its investments in marketable debt securities as available-for-sale in accordance with SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities. As of March 31, 2007, the Companys available-for-sale short-term investment securities had contractual maturities from four to twenty-four months and an average remaining term to maturity of
eight months. The fair value of available-for-sale securities was determined based on quoted market prices at the reporting date for those instruments. As of March 31, 2007, the amortized cost basis, aggregate fair value, and gross unrealized
holding gains and losses by major security type were as follows (in thousands):



|                                                |  |               |        |                     |   |                                  |  |   |    |  
|----------------------------------------------- |  | ------------- | ------ | ------------------- | - | -------------------------------- |  | - | -- | -
|                                                |  | AmortizedCost |        | AggregateFair Value |   | UnrealizedHoldingGains /(Losses) | 
|U.S. corporate securities:                      |  |               |        |                     |   |                                  |  |   |    |  
|Commercial paper                                |  | $             | 41,522 |                     | $ | 41,527                           |  | $ | 5  |  
|Corporate notes and bonds                       |  |               | 19,127 |                     |   | 19,122                           |  |   | (5 | )
|                                                |  |               |        |                     |   |                                  |  |   |    |  
|                                                |  |               | 60,649 |                     |   | 60,649                           |  |   |   |  
|U.S. government securities                      |  |               | 25,026 |                     |   | 25,035                           |  |   | 9  |  
|                                                |  |               |        |                     |   |                                  |  |   |    |  
|Total investments in debt and equity securities |  | $             | 85,675 |                     | $ | 85,684                           |  | $ | 9  |  
|                                                |  |               |        |                     |   |                                  |  |   |    |  

Computation of Net Loss Per Share (As Restated)

Net loss per share has been calculated under SFAS No. 128 (SFAS 128), Earnings per Share. SFAS 128 requires companies to compute
earnings per share under two different methods (basic and diluted). Basic net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding during the period. Diluted net income per share is calculated
by adjusting the weighted average number of outstanding shares assuming conversion of all potentially dilutive stock options and warrants under the treasury stock method.

The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the three months ended March 31, 2007 and 2006 (in thousands, except per share
amounts):



|                                                                              |  |                             |        |   |                    |   |        |  
|----------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------ | - | ------ | -
|                                                                              |  | Three Months EndedMarch 31, |       
|                                                                              |  | 2007(As Restated)1          |        |   | 2006(As Restated)1 |  
|Net income (Numerator):                                                       |  |                             |        |   |                    |   |        |  
|Net loss, basic & diluted                                                     |  | $                           | (5,551 | ) |                    | $ | (8,688 | )
|                                                                              |  |                             |        |   |                    |   |        |  
|Shares (Denominator):                                                         |  |                             |        |   |                    |   |        |  
|Weighted average common shares outstanding                                    |  |                             | 39,227 |   |                    |   | 39,767 |  
|                                                                              |  |                             |        |   |                    |   |        |  
|Shares used in basic computation                                              |  |                             | 39,227 |   |                    |   | 39,767 |  
|Common shares issuable upon exercise of stock options (treasury stock method) |  |                             |       |   |                    |   |       |  
|                                                                              |  |                             |        |   |                    |   |        |  
|Shares used in diluted computation                                            |  |                             | 39,227 |   |                    |   | 39,767 |  
|                                                                              |  |                             |        |   |                    |   |        |  
|Net income (loss) per share:                                                  |  |                             |        |   |                    |   |        |  
|Basic                                                                         |  | $                           | (0.14  | ) |                    | $ | (0.22  | )
|                                                                              |  |                             |        |   |                    |   |        |  
|Diluted                                                                       |  | $                           | (0.14  | ) |                    | $ | (0.22  | )
|                                                                              |  |                             |        |   |                    |   |        |  



| | (1) | See Note 2 of these Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
| | --- | ---------------------------------------------------------------------------------------------------------------



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##### Table of Contents

In accordance with SFAS 128, for the three months ended March 31, 2007 and 2006, the diluted net
loss per share calculation is equivalent to the basic net loss per share calculation as there were no potentially dilutive stock options due to the Companys net loss position. The number of stock options and stock appreciation rights excluded
from this calculation for the three months ended March 31, 2007 and 2006 was 9,707,886 and 8,005,244, respectively.

Impairment of Long-Lived
Assets Including Goodwill

The Company reviews property, plant, and equipment and certain identifiable intangibles, excluding goodwill,
for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the assets carrying value to the future undiscounted cash flows the asset is
expected to generate. If property, plant, and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. For
the quarters ended March 31, 2007 and 2006, the Company has made no material adjustments to its long-lived assets.

Costs in excess of
the fair value of tangible and other intangible assets acquired and liabilities assumed in a purchase business combination are recorded as goodwill. SFAS No. 142 (SFAS 142), Goodwill and Other Intangible Assets,requires that
companies no longer amortize goodwill, but instead test for impairment at least annually using a two-step approach. The Company evaluates goodwill, at a minimum, on an annual basis during the first quarter and whenever events and changes in
circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting units carrying amount, including goodwill, to the fair value of the reporting unit.
If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. To date, the Company has recorded no impairment of goodwill as a
result of its required tests.

SFAS 142 also requires that intangible assets with finite lives be amortized over their estimated useful
lives and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. As of March 31, 2007, the Companys acquired intangible assets
with a finite life, which consisted of purchased technology, have been fully amortized.

Recently Issued Accounting Standards

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS
157 defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosure related to the use of fair value measures in financial
statements. SFAS 157 does not expand the use of fair value measures in financial statements, but standardizes its definition and guidance in GAAP. SFAS 157 emphasizes that fair value is a market-based measurement and not an entity-specific
measurement based on an exchange transaction in which the entity sells an asset or transfers a liability (exit price). SFAS 157 establishes a fair value hierarchy from observable market data as the highest level to fair value based on an
entitys own fair value assumptions as the lowest level. SFAS 157 is to be effective for the Companys financial statements issued in 2008; however, earlier application is encouraged. The Company believes that the adoption of SFAS 157 will
not have a material impact on its consolidated financial statements.

4. Property and Equipment (As Restated):

Property and equipment are stated at cost. The cost of buildings and improvements for our leased San Jose, California headquarters facilities, for which
we are the deemed owner for accounting purposes only, includes both the costs paid for directly by the Company and the costs paid for by the builder (lessor).

Accounting for buildings and improvements

In December 1999, the Company entered into a lease
agreement with a real estate developer for its existing corporate headquarters in San Jose, California. This agreement requires minimum rental payments for ten years totaling approximately $20.6 million and also required that the Company
provide a $3.0 million security deposit, which requirement has since been reduced



14



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##### Table of Contents

to $1.2 million. The Company satisfied the security deposit requirement by causing to have issued a standby letter of credit (LOC) in July
2000. The LOC is subject to annual renewals and is currently secured by a $10.0 million line of credit at the bank that issued the LOC. The line of credit is maintained primarily for the purpose of providing standby letters of credit as
required under the Companys lease agreements, as well as for providing standby letters of credit that arise from time to time in the general course of business. As of March 31, 2007 and December 31, 2006, no amounts had been drawn
against the line of credit or the letters of credit.

In October 2000, the Company entered into another lease agreement with the same real
estate developer for an additional building at its headquarters site. Construction on the second building was completed in May 2003, at which time monthly rental payments commenced. This second lease agreement also requires minimum rental payments
for ten years totaling approximately $23.4 million. In addition, this second lease agreement also required a security deposit of $5.0 million. The Company satisfied this security deposit requirement by causing to have issued another LOC in
October 2001. This LOC is also subject to annual renewals and is currently secured by a line of credit at the bank that issued it.

Both
the December 1999 and October 2000 leases permit the Company to exercise an option to extend the respective lease for two sequential five-year terms.

As discussed in Note 2, the Company has accounted for the two buildings at its San Jose, California headquarters site under EITF 97-10 and SFAS 98. EITF 97-10 applies to entities involved with the
construction of an asset that will be leased when the construction project is completed. During construction, the Company paid for certain tenant improvements, including structural elements of the buildings and, in accordance with EITF 97-10,
is therefore the deemed owner for accounting purposes of the two buildings at its San Jose, California headquarters site. Accordingly, the Company recorded assets for the total costs of the buildings and improvements, including the costs
paid by the lessor (the legal owner of the buildings that the Company leases), with corresponding liabilities for the costs paid by the lessor. Upon completion of construction of each building, the Company did not meet the sale-leaseback criteria in
SFAS 98 for derecognition of the building assets and liabilities. Therefore, the leases are accounted for as financing obligations.

For the December 1999 and October 2000 lease agreements, the Company initially recorded assets and corresponding lease financing obligations for the building and improvement costs paid by the lessor in the amount of $12.0 million and
$15.2 million, respectively. The Company has recorded depreciation expense associated with the building and improvement costs paid by the lessor of $681,000 in each of the quarters ended March 31, 2007 and 2006. As of March 31, 2007
and December 31, 2006, the net book value of the buildings and improvements paid for by the lessor was $14.5 million and $15.2 million, respectively.

Under the lease agreements, a portion of the total lease payments is accounted for as an operating lease of land and recorded as expense on a straight-line basis over the term of the lease which includes the
construction period. The remaining lease payments are considered to be payments of principal and interest on the lease financing obligations. For the quarters ended March 31, 2007 and 2006, land lease expense was $113,000 for each quarter,
principal reductions on the lease financing obligations were $613,000 and $544,000, respectively, and interest expense was $319,000 and $360,000, respectively.

5. Stockholders Equity and Employee Stock Option Plans (As Restated):

Preferred Stock

With the closing of the Companys initial public offering (IPO) in July 1998, all of the then outstanding preferred stock automatically
converted into 7,887,381 shares of common stock. Upon conversion of the outstanding preferred stock to common stock, such preferred stock was retired. As of March 31, 2007, the Company was authorized to issue 5,000,000 shares of new $0.01 par
value preferred stock, of which none was outstanding as of March 31, 2007.



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##### Table of Contents

Common Stock

As of March 31, 2007, the Company was authorized to issue 100,000,000 shares of $0.01 par value common stock, of which 39,313,944 were outstanding.

In March and August 2004, March 2006, and February 2007, the Companys board of directors approved a stock repurchase program, which authorizes the Company to repurchase up to 3.0 million shares of the
Companys common stock. During the quarter ended March 31, 2007, the Company did not repurchase any shares under the program. As of March 31, 2007, 795,816 shares were available for repurchase. The stock repurchase program will expire
in March 2008.

Comprehensive Loss (As Restated)

Comprehensive loss for the Company consists of net loss plus the effect of unrealized holding gains or losses on investments classified as available-for-sale and foreign currency translation adjustments. Comprehensive
loss for the three months ended March 31, 2007 and 2006 is as follows (in thousands):



|                                                          |  |                              |        |   |                    |   |        |  
|--------------------------------------------------------- |  | ---------------------------- | ------ | - | ------------------ | - | ------ | -
|                                                          |  | Three Months Ended March 31, |       
|                                                          |  | 2007(As Restated)1           |        |   | 2006(As Restated)1 |  
|Net loss                                                  |  | $                            | (5,551 | ) |                    | $ | (8,688 | )
|Other comprehensive income, net of tax:                   |  |                              |        |   |                    |   |        |  
|Foreign currency translation adjustment                   |  |                              | 83     |   |                    |   | 140    |  
|Unrealized holding gains on available-for-sale securities |  |                              | 40     |   |                    |   | 35     |  
|                                                          |  |                              |        |   |                    |   |        |  
|Comprehensive loss                                        |  | $                            | (5,428 | ) |                    | $ | (8,513 | )
|                                                          |  |                              |        |   |                    |   |        |  



| | (1) | See Note 2 of these Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
| | --- | ---------------------------------------------------------------------------------------------------------------

Stock Option Program Description

The Company has two plans under which it grants options: the 1997 Stock Plan (the 1997 Plan) and the 1998 Director Option Plan (the Director Option Plan). A more detailed description of each
plan can be found below and in the Companys Annual Report on Form 10-K.

Stock option and other equity compensation grants are
designed to reward employees, officers, and directors for their long-term contribution to the Company, to align their interest with those of the Companys stockholders in creating stockholder value, and to provide incentives for them to remain
with the Company. The number and frequency of equity compensation grants is based on competitive practices, operating results of the Company, and accounting regulations. Since the inception of the 1997 Plan, the Company has granted options to all of
its employees.

Historically, the Company has issued new shares upon the exercise of stock options. However, treasury shares are also
available for issuance, although the Company does not currently intend to use treasury shares for this purpose.

1997 Stock Plan

The 1997 Stock Plan (the 1997 Plan) is a stockholder approved plan that provides for broad-based grants to employees, including executive
officers. Based on the terms of individual option grants, options granted under the 1997 Plan generally expire five years after the date of grant, although options granted from June 15, 2000 through May 5, 2003, generally have a term of
ten years. Options granted under the 1997 Plan generally vest at a rate of 25% per year over four years. In addition to incentive and nonstatutory stock options, the 1997 Plan also permits the granting of stock purchase rights, stock
appreciation rights, performance units, and performance shares. To date, other than stock options, the Company has granted performance shares and stock appreciation rights under the 1997 Plan. Performance shares issued by the Company generally vest
in equal, annual installments over four years, although certain of these performance shares issued to management vest 100% after two years while others have additional financial based performance requirements that must be met before vesting can
occur. Stock appreciation rights issued by the Company generally vest in equal, annual installments over four years.



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##### Table of Contents

1998 Directors Option Plan

Non-employee directors are entitled to participate in the stockholder approved 1998 Director Option Plan (the Director Plan). The Director Plan provides for the automatic grant of 25,000 shares of common
stock (the First Option) to each non-employee director on the date he or she first becomes a director. Each non-employee director is also automatically granted an option to purchase 10,000 shares (a Subsequent Option) on the
date of the Companys Annual Stockholder Meeting, provided that he or she is re-elected to the Board or otherwise remains on the Board, and provided that on such date, he or she shall have served on the Board for at least the preceding six
months. Each First Option and each Subsequent Option have a term of five years and vest immediately upon grant.

Stock Award Activity

The following table summarizes stock award activity, including stock options and performance shares, and related information for the three-month periods
ended March 31, 2007 and 2006:



|                                                           |  |                          |   |  |                     |   |  |                                         |      
|---------------------------------------------------------- |  | ------------------------ | - |  | ------------------- | - |  | --------------------------------------- | -----
|                                                           |  |                          |   |  | Options Outstanding
|                                                           |  | SharesAvailable forGrant |   |  | NumberOutstanding   |   |  | Weighted-AverageExercise PricePer Share
|BALANCE AT DECEMBER 31, 2005                               |  | 6,949,420                |   |  | 8,089,473           |   |  | $                                       | 11.24
|Options granted                                            |  | (8,075                   | ) |  | 8,075               |   |  |                                         | 8.16 
|Performance shares granted                                 |  | (106,017                 | ) |  |                    |   |  |                                         |     
|Options exercised                                          |  |                         |   |  |                    |   |  |                                         |     
|Options forfeited or expired                               |  | 92,304                   |   |  | (92,304             | ) |  |                                         | 7.50 
|Performance shares forfeited or expired                    |  | 4,867                    |   |  |                    |   |  |                                         |     
|Additional shares reserved                                 |  | 1,692,020                |   |  |                    |   |  |                                         |     
|                                                           |  |                          |   |  |                     |   |  |                                         |      
|BALANCE AT MARCH 31, 2006                                  |  | 8,624,519                |   |  | 8,005,244           |   |  | $                                       | 11.28
|                                                           |  |                          |   |  |                     |   |  |                                         |      
|BALANCE AT DECEMBER 31, 2006                               |  | 7,961,595                |   |  | 8,282,680           |   |  | $                                       | 10.91
|Options and stock appreciation rights granted              |  | (43,825                  | ) |  | 43,825              |   |  |                                         | 9.20 
|Performance shares granted                                 |  | (117,953                 | ) |  |                    |   |  |                                         |     
|Options exercised                                          |  |                         |   |  | (177,426            | ) |  |                                         | 6.21 
|Options and stock appreciation rights forfeited or expired |  | 212,883                  |   |  | (212,883            | ) |  |                                         | 10.80
|Performance shares forfeited or expired                    |  | 30,885                   |   |  |                    |   |  |                                         |     
|Additional shares reserved                                 |  | 1,664,301                |   |  |                    |   |  |                                         |     
|                                                           |  |                          |   |  |                     |   |  |                                         |      
|BALANCE AT MARCH 31, 2007                                  |  | 9,707,886                |   |  | 7,936,196           |   |  | $                                       | 11.01
|                                                           |  |                          |   |  |                     |   |  |                                         |      



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##### Table of Contents

The total intrinsic value of options exercised during the three months ended March 31, 2007 was
approximately $538,000. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the shares.

The following table provides additional information for significant ranges of outstanding and exercisable stock options as of March 31, 2007:



|                            |  |                   |  |                                                   |  |                                       |       |                         |   |           
|--------------------------- |  | ----------------- |  | ------------------------------------------------- |  | ------------------------------------- | ----- | ----------------------- | - | ----------
|Exercise Price Range        |  | NumberOutstanding |  | WeightedAverageRemainingContractualLife(in years) |  | WeightedAverageExercisePrice perShare |       | AggregateIntrinsicValue
|$6.11                       |  | 1,351,543         |  | 2.79                                              |  | $                                     | 6.11  |                         | $ | 5,987,335 
|6.26-8.17                   |  | 281,605           |  | 3.35                                              |  |                                       | 7.23  |                         |   | 931,031   
|8.19                        |  | 906,993           |  | 3.38                                              |  |                                       | 8.19  |                         |   | 2,131,434 
|8.24-8.52                   |  | 1,049,905         |  | 3.73                                              |  |                                       | 8.46  |                         |   | 2,188,380 
|8.58-10.65                  |  | 353,725           |  | 4.60                                              |  |                                       | 9.91  |                         |   | 224,578   
|10.89                       |  | 798,820           |  | 1.96                                              |  |                                       | 10.89 |                         |   |          
|11.14-12.91                 |  | 1,271,002         |  | 2.36                                              |  |                                       | 12.39 |                         |   |          
|13.00-16.06                 |  | 305,200           |  | 3.73                                              |  |                                       | 14.12 |                         |   |          
|16.35                       |  | 812,437           |  | 4.90                                              |  |                                       | 16.35 |                         |   |          
|$16.36-$30.76               |  | 804,966           |  | 3.83                                              |  |                                       | 18.91 |                         |   |          
|                            |  |                   |  |                                                   |  |                                       |       |                         |   |           
|Outstanding                 |  | 7,936,196         |  | 3.29                                              |  | $                                     | 11.01 |                         | $ | 11,462,758
|                            |  |                   |  |                                                   |  |                                       |       |                         |   |           
|Vested and expected to vest |  | 7,813,752         |  | 3.28                                              |  | $                                     | 11.05 |                         | $ | 11,186,558
|                            |  |                   |  |                                                   |  |                                       |       |                         |   |           
|Exercisable                 |  | 6,281,374         |  | 3.14                                              |  | $                                     | 11.77 |                         | $ | 7,451,329 
|                            |  |                   |  |                                                   |  |                                       |       |                         |   |           

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value,
based on the Companys closing stock price of $10.54 as of March 30, 2007, the last market trading day during the first quarter of 2007, which would have been received by the option holders had all option holders exercised their options as
of that date.

The following table provides additional information regarding performance share activity for the three-month periods ended
March 31, 2007 and 2006:



|                                       |  |                               |   |  |                                      |     
|-------------------------------------- |  | ----------------------------- | - |  | ------------------------------------ | ----
|                                       |  | NumberNonvestedandOutstanding |   |  | Weighted-AverageGrant DateFair-Value
|BALANCE AT DECEMBER 31, 2005           |  | 412,968                       |   |  | $                                    | 7.82
|Performance shares granted             |  | 106,017                       |   |  |                                      | 9.00
|Performance shares forfeited           |  | (4,867                        | ) |  |                                      | 8.19
|                                       |  |                               |   |  |                                      |     
|BALANCE AT MARCH 31, 2006              |  | 514,118                       |   |  | $                                    | 8.06
|                                       |  |                               |   |  |                                      |     
|BALANCE AT DECEMBER 31, 2006           |  | 703,036                       |   |  | $                                    | 8.20
|Performance shares granted             |  | 117,953                       |   |  |                                      | 8.89
|Performance shares vested and released |  | (104,636                      | ) |  |                                      | 6.78
|Performance shares forfeited           |  | (30,885                       | ) |  |                                      | 8.47
|                                       |  |                               |   |  |                                      |     
|BALANCE AT MARCH 31, 2007              |  | 685,468                       |   |  | $                                    | 8.52
|                                       |  |                               |   |  |                                      |     

No performance shares vested during the three-month periods ended March 31, 2006. The total
fair value of performance shares vested and released during the quarter ended March 31, 2007 was approximately $831,000. The fair value is calculated by multiplying the fair market value of the Companys stock on the vesting date by the
number of shares vested.



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##### Table of Contents

6. Stock-Based Compensation (As Restated):

Valuation of Options Granted

SFAS No. 123R requires the use of a valuation model to calculate
the fair-value of stock-based awards. The Company has elected to use the BSM option-pricing model, which incorporates various assumptions including volatility, expected term of the option from the date of grant to the time of exercise, risk-free
interest rates, and dividend yields. The BSM option-pricing model was developed for use in estimating the fair-value of traded options having no vesting or hedging restrictions and that are fully transferable. As the Companys employee stock
options and stock appreciation rights have certain characteristics that differ significantly from traded options, and because changes in the subjective assumptions used in the BSM option-pricing model can materially affect the estimated fair-value,
in managements opinion, the Companys estimate of fair-value for its options based on the BSM option-pricing model may not provide an accurate measure of the fair-value an independent third-party would assign in an arms-length
transaction.

The weighted average calculated fair value of options and stock appreciation rights granted during the three months ended
March 31, 2007 and 2006, was $3.76 and $3.61, respectively, and was determined using the following weighted average assumptions:



|                         |  |                              |   |  |      |  
|------------------------ |  | ---------------------------- | - |  | ---- | -
|                         |  | Three Months Ended March 31, |  
|                         |  | 2007                         |   |  | 2006 |  
|Expected dividend yield  |  | 0.0                          | % |  | 0.0  | %
|Risk-free interest rate  |  | 4.7                          | % |  | 4.4  | %
|Expected volatility      |  | 47.9                         | % |  | 53.7 | %
|Expected life (in years) |  | 3.8                          |   |  | 3.8  |  

The expected dividend yield reflects the fact that the Company has not paid any dividends in the
past and does not currently intend to pay dividends in the foreseeable future. The risk-free interest rate assumption is based on U.S. Treasury yields in effect at the time of grant for the expected life of the option. The expected volatility is
based on the historical volatility of the Companys common stock over the most recent period commensurate with the expected life of the option, and does not include any implied volatility as there currently are no market traded options on the
Companys stock that meet the criteria required for reliance on implied volatility in accordance with SAB 107. The expected life of the option has been calculated using the simplified method as permitted under SAB 107. Under the
simplified method, the expected term is calculated by taking the average of the vesting term and the contractual term of the option. The simplified method was chosen due to the fact that there has been only limited exercise activity for options
granted over the last several years, and thus, management has concluded that such exercise data does not provide a reasonable basis upon which to estimate expected term.

Expense Allocation (As Restated)

Compensation expense for all share-based payment awards, including
those granted prior to January 1, 2006, has been recognized in accordance with SFAS 123R using the accelerated multiple-option approach. As stock-based compensation expense recognized in the Consolidated Statement of Operations for the three
months ended March 31, 2007 and 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. Forfeitures have been estimated based on historical experience. As of March 31, 2007, total compensation cost related to non-vested stock options and other equity based awards not yet
recognized was $7.5 million (as restated), which is expected to be recognized over the next 21 months (as restated) on a weighted-average basis.



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The following table summarizes the stock-based compensation expense related to employee stock options,
stock appreciation rights, and performance shares under SFAS 123R for the three months ended March 31, 2007 and 2006, which was allocated as follows (in thousands):



|                                                                                             |  |                              |       |                     |   |      
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | ----- | ------------------- | - | -----
|                                                                                             |  | Three Months Ended March 31,
|                                                                                             |  | 2007(As Restated) 1          |       | 2006(As Restated) 1
|Cost of sales - product                                                                      |  | $                            | 147   |                     | $ | 127  
|Cost of sales - service                                                                      |  |                              | 16    |                     |   | 16   
|                                                                                             |  |                              |       |                     |   |      
|Stock-based compensation expense included in cost of sales                                   |  |                              | 163   |                     |   | 143  
|Product development                                                                          |  |                              | 482   |                     |   | 669  
|Sales and marketing                                                                          |  |                              | 316   |                     |   | 398  
|General and administrative                                                                   |  |                              | 372   |                     |   | 341  
|                                                                                             |  |                              |       |                     |   |      
|Stock-based compensation expense included in operating expenses                              |  |                              | 1,170 |                     |   | 1,408
|Stock-based compensation expense related to stock options and performance shares             |  |                              | 1,333 |                     |   | 1,551
|Tax benefit                                                                                  |  |                              |      |                     |   |     
|                                                                                             |  |                              |       |                     |   |      
|Stock-based compensation expense related to stock options and performance shares, net of tax |  | $                            | 1,333 |                     | $ | 1,551
|                                                                                             |  |                              |       |                     |   |      



| | (1) | See Note 2 of these Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
| | --- | ---------------------------------------------------------------------------------------------------------------

Of the $1.3 million (as restated) of compensation expense recorded for the quarter ended March 31, 2007,
approximately $50,000 (as restated) related to equity compensation awards granted during 2007, while the remaining $1.3 million (as restated) related to equity compensation awards granted on or before December 31, 2006. Of the $1.6 million (as
restated) of compensation expense recorded for the quarter ended March 31, 2006, approximately $75,000 (as restated) related to equity compensation awards granted during 2006, while the remaining $1.5 million (as restated) related to equity
compensation awards granted on or before December 31, 2005.

7. Significant Customers:

The Company markets its products and services throughout the world to original equipment
manufacturers (OEMs) and systems integrators in the building, industrial, transportation, utility/home, and other automation markets. For the last several years, the Company has had two customers that represented a majority of the Companys
revenues: Enel S.p.A. (Enel), an Italian utility company (including Enels third party meter manufacturers) and EBV Electronik GmbH (EBV), the Companys primary distributor of its LONWORKS® Infrastructure products in Europe. During the quarter ended March 31, 2007, significant revenues were recognized from two additional customers, Telvent Energia y Medioambiente SA
(Telvent) and ES Elektrosandberg AB (ES). These customers are value added resellers (VARs) of the Companys NES products. For the quarters ended March 31, 2007 and 2006, the percentage of the
Companys revenues attributable to sales made to these customers was as follows:



|        |  |                             |   |  |      |  
|------- |  | --------------------------- | - |  | ---- | -
|        |  | Three Months EndedMarch 31, |  
|        |  | 2007                        |   |  | 2006 |  
|Telvent |  | 54.7                        | % |  | 0.0  | %
|EBV     |  | 11.8                        | % |  | 22.7 | %
|ES      |  | 6.5                         | % |  | 0.0  | %
|Enel    |  | 2.9                         | % |  | 1.9  | %
|        |  |                             |   |  |      |  
|Total   |  | 75.9                        | % |  | 24.6 | %
|        |  |                             |   |  |      |  

The Companys contract with EBV, which has been in effect since 1997 and has been renewed
annually thereafter, expires in December 2007.



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The Companys original contract with Enel expired in June 2005, and shipments under that contract
were completed in 2005. During 2006, the Company supplied Enel and its third party meter manufacturers with limited spare parts for Enels Contatore Elettronico system. In October 2006, the Company entered into a new development and supply
agreement and a new software enhancement agreement with Enel. Under the development and supply agreement, Enel and its contract manufacturers will purchase additional electronic components and finished goods from Echelon, assuming certain initial
acceptance tests are completed successfully. Under the software enhancement agreement, the Company will provide software enhancements to Enel for use in its Contatore Elettronico system. Both the new development and supply agreement and the software
enhancement agreement expire in December 2009, although delivery of products and services can extend beyond that date and the agreements may be extended under certain circumstances.

8. Commitments and Contingencies (As Restated):

Lease Commitments (As Restated)

As discussed in Note 4, the December 1999 and October 2000 leases of our corporate headquarters facilities are accounted for under EITF 97-10 and
SFAS 98.

In addition, the Company leases facilities under operating leases for its sales, marketing, and product development
personnel located elsewhere within the United States and in nine foreign countries throughout Europe and Asia, including a land lease for accounting purposes associated with the Companys corporate headquarters facilities. These operating
leases expire on various dates through 2018, and in some instances are cancelable with advance notice. Lastly, the Company also leases certain equipment and, for some of its sales personnel, automobiles. These operating leases are generally less
than five years in duration.

Royalties

The Company has certain royalty commitments associated with the shipment and licensing of certain of its products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty
expense, which is recorded as a component of cost of product revenues in the Companys consolidated statements of operations, was approximately $149,000 and $108,000 for the quarters ended March 31, 2007 and 2006, respectively.

The Company will continue to be obligated for royalty payments in the future associated with the shipment and licensing of certain of its products.
The Company is currently unable to estimate the maximum amount of these future royalties. However, such amounts will continue to be dependent on the number of units shipped or the amount of revenue generated from these products.

Guarantees

In the normal course of business, the
Company provides indemnifications of varying scope to its customers against claims of intellectual property infringement made by third parties arising from the use of its products. Historically, costs related to these indemnification provisions have
not been significant. However, the Company is unable to estimate the maximum potential impact of these indemnification provisions on its future results of operations.

As permitted under Delaware law, the Company has entered into agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving, at the
Companys request in such capacity. The indemnification period covers all pertinent events and occurrences during the officers or directors lifetime. The maximum potential amount of future payments the Company could be required to
make under these indemnification agreements is unlimited. However, the Company has directors and officers insurance coverage that would enable it to recover a portion of any future amounts paid. The Company believes the estimated fair value of these
indemnification agreements in excess of the applicable insurance coverage is minimal.



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Taxes

The Company conducts operations in many tax jurisdictions throughout the world. In many of these jurisdictions, non-income based taxes such as property taxes, sales and use taxes, and value-added taxes are assessed on the Companys
operations in that particular location. While the Company strives to ensure compliance with these various non-income based tax filing requirements, there have been instances where potential non-compliance exposures have been identified. In
accordance with generally accepted accounting principles, the Company makes a provision for these exposures when it is both probable that a liability has been incurred and the amount of the exposure can be reasonably estimated. To date, such
provisions have been immaterial, and the Company believes that, as of March 31, 2007, it has adequately provided for such contingencies. However, it is possible that the Companys results of operations, cash flows, and financial position
could be harmed if one or more non-compliance tax exposures are asserted by any of the jurisdictions where the Company conducts its operations.

Legal
Actions

From time to time, in the ordinary course of business, the Company is subject to legal proceedings, claims, investigations, and
other proceedings, including claims of alleged infringement of third-party patents and other intellectual property rights, and commercial, employment, and other matters. In accordance with generally accepted accounting principles, the Company makes
a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations,
settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. While the Company believes it has adequately provided for such contingencies as of March 31, 2007, the amounts of which were
immaterial, it is possible that the Companys results of operations, cash flows, and financial position could be harmed by the resolution of any such outstanding claims.

9. Inventories:

Inventories are stated at the lower of cost (first-in, first-out) or market and
include material, labor and manufacturing overhead. When required, provisions are made to reduce excess and obsolete inventories to their estimated net realizable value. Inventories consist of the following (in thousands):



|                    |  |               |        |                  |   |       
|------------------- |  | ------------- | ------ | ---------------- | - | ------
|                    |  | March 31,2007 |        | December 31,2006
|Purchased materials |  | $             | 4,665  |                  | $ | 3,378 
|Work-in-process     |  |               | 70     |                  |   | 107   
|Finished goods      |  |               | 6,340  |                  |   | 7,874 
|                    |  |               |        |                  |   |       
|                    |  | $             | 11,075 |                  | $ | 11,359
|                    |  |               |        |                  |   |       

9. Accrued Liabilities (As Restated):

Accrued liabilities consist of the following (in thousands):



|                                  |  |                              |       |                                 |   |      
|--------------------------------- |  | ---------------------------- | ----- | ------------------------------- | - | -----
|                                  |  | March 31,2007(As Restated) 1 |       | December 31,2006(As Restated) 1
|Accrued payroll and related costs |  | $                            | 2,916 |                                 | $ | 2,776
|Accrued taxes                     |  |                              | 1,320 |                                 |   | 1,307
|Customer deposits                 |  |                              | 3,675 |                                 |   |     
|Other accrued liabilities         |  |                              | 591   |                                 |   | 713  
|                                  |  |                              |       |                                 |   |      
|                                  |  | $                            | 8,502 |                                 | $ | 4,796
|                                  |  |                              |       |                                 |   |      



| | (1) | See Note 2 of these Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
| | --- | ---------------------------------------------------------------------------------------------------------------

Customer deposits of $3.7 million as of March 31, 2007 represent amounts received from one customer for products
expected to be shipped during the second quarter of 2007.



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11. Segment Disclosure (As Restated):

In 1998, the Company adopted SFAS No. 131 (SFAS 131), Disclosures about Segments of an Enterprise and Related Information.
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing business
performance. The Companys chief operating decision-making group is the Executive Staff, which is comprised of the Chief Executive Officer, the Chief Operating Officer, and their direct reports. SFAS 131 also requires disclosures about products
and services, geographic areas and major customers.

The Company operates in one
principal industry segment: the design, manufacture, and sale of products for the controls network industry, and markets its products primarily to the building automation, industrial automation, transportation, and utility/home automation markets.
The Companys products are marketed under the LONWORKS brand name, which provides the infrastructure and support required to implement and deploy open, interoperable, control network solutions. All of the
Companys products either incorporate or operate with the Neuron® Chip and/or the LONWORKS protocol. The Company also provides a range of services to its
customers that consist of technical support, training courses covering its LONWORKS network technology and products, and custom software development. In total, the Company offers a wide ranging set of products and
services that together constitute the LONWORKS system. Any given customer purchases a small subset of such products and services that are appropriate for that customers application.

The Company manages its business primarily on a geographic basis. The Companys geographic areas are comprised of three main groups: the Americas;
Europe, Middle East and Africa (EMEA); and Asia Pacific / Japan (APJ). Each geographic area provides products and services as further described in Item 2, Managements Discussion and Analysis of Financial Condition
and Results of Operations. The Company evaluates the performance of its geographic areas based on profit or loss from operations. Profit or loss for each geographic area includes sales and marketing expenses and other charges directly attributable
to the geographic area and excludes certain expenses that are managed outside the geographic area. Costs excluded from geographic area profit or loss consist primarily of unallocated corporate expenses, which are comprised of product development
costs, corporate marketing costs, and other general and administrative expenses, which are separately managed. The Companys long-lived assets include property and equipment, goodwill, loans to certain key employees, purchased technology, and
deposits on its leased facilities. Long-lived assets are attributed to geographic areas based on the country where the assets are located. As of March 31, 2007 and December 31, 2006, long-lived assets of about $36.6 million (as restated)
and $37.4 million (as restated), respectively, were domiciled in the United States. Long-lived assets for all other locations are not material to the consolidated financial statements. Assets and the related depreciation and amortization are not
reported by geography because that information is not reviewed by the executive staff when making decisions about resource allocation to the geographic areas based on their performance.



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In North America, the Company sells its products through a direct sales organization and select
third-party electronics representatives. Outside North America, the Company sells its products through direct sales organizations in EMEA and APJ, value-added resellers, and local distributors. Revenues are attributed to geographic areas based on
the country where the customer is domiciled. Summary information by geography for the quarters ended March 31, 2007 and 2006 is as follows (in thousands):



|                               |  |                             |         |   |      |   |         |  
|------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                               |  | Three Months EndedMarch 31, |        
|                               |  | 2007                        |         |   | 2006 |  
|Revenues from customers:       |  |                             |         |   |      |   |         |  
|Americas                       |  | $                           | 4,255   |   |      | $ | 4,800   |  
|EMEA                           |  |                             | 31,362  |   |      |   | 3,984   |  
|APJ                            |  |                             | 3,652   |   |      |   | 1,961   |  
|Unallocated                    |  |                             |        |   |      |   |        |  
|                               |  |                             |         |   |      |   |         |  
|Total                          |  | $                           | 39,269  |   |      | $ | 10,745  |  
|                               |  |                             |         |   |      |   |         |  
|Gross profit:                  |  |                             |         |   |      |   |         |  
|Americas (As Restated)1        |  | $                           | 2,769   |   |      | $ | 2,656   |  
|EMEA                           |  |                             | 5,143   |   |      |   | 2,184   |  
|APJ                            |  |                             | 2,240   |   |      |   | 904     |  
|Unallocated                    |  |                             |        |   |      |   |        |  
|                               |  |                             |         |   |      |   |         |  
|Total                          |  | $                           | 10,152  |   |      | $ | 5,744   |  
|                               |  |                             |         |   |      |   |         |  
|Income/(Loss) from operations: |  |                             |         |   |      |   |         |  
|Americas (As Restated)1        |  | $                           | 1,683   |   |      | $ | 1,561   |  
|EMEA                           |  |                             | 3,584   |   |      |   | 728     |  
|APJ                            |  |                             | 1,045   |   |      |   | (223    | )
|Unallocated                    |  |                             | (12,933 | ) |      |   | (11,708 | )
|                               |  |                             |         |   |      |   |         |  
|Total                          |  | $                           | (6,621  | ) |      | $ | (9,642  | )
|                               |  |                             |         |   |      |   |         |  

| | (1) | See Note 2 of these Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
| | --- | ---------------------------------------------------------------------------------------------------------------

EBV, the primary independent distributor of the Companys LONWORKS infrastructure
products in Europe, accounted for 11.8% of total revenues for the quarter ended March 31, 2007 and 22.7% for the same period in 2006.

Products sold to Enel and its designated manufacturers accounted for $1.2 million, or 2.9% of total revenues for the quarter ended March 31, 2007, and $200,000, or 1.9% of total revenues for the same period in 2006. During the quarter
ended March 31, 2007, 93.2% of the revenues shipped under the Enel program were shipped to customers in APJ, while the remaining 6.8% were shipped to customers in EMEA. During the quarter ended March 31, 2006, 100.0% of the revenues
shipped under the Enel program were shipped to customers in APJ.

12. Income Taxes:

We adopted FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement
No. 109, on January 1, 2007. This interpretation prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. FIN
48 also provides guidance on de-recognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, and disclosure and transition.

As a result of the implementation of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits. The
Company has unrecognized tax benefits of approximately $1.2 million as of January 1, 2007, all of which, if recognized, would result in a reduction of the Companys effective tax rate.

In connection with the adoption of FIN 48, the Company will continue to include interest and penalties related to uncertain tax positions as a component
of income tax, which was immaterial for the three months ended March 31, 2007. We do not believe it is reasonably possible that the Companys unrecognized tax benefits will change significantly within the next twelve months.

The Company is subject to taxation in the US and various state and foreign jurisdictions. The tax years 1992-2006 remain open to examination by the
federal and most state tax authorities due to certain net operating loss and credit carryforward positions.

The provision for income taxes
for the quarters ended March 31, 2007 and 2006 includes a provision for Federal, state and foreign taxes based on the annual estimated effective tax rate applied to the Company and its subsidiaries for the year. The difference between the
statutory rate and the Companys effective tax rate is primarily due to the impact of foreign taxes.



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13. Related Party:

During the quarter ended March 31, 2007, and the years ended December 31, 2006, 2005, and 2004, the law firm of Wilson Sonsini Goodrich & Rosati, P.C. acted as principal outside counsel to our
company. Mr. Sonsini, a director of our company, is a member of Wilson Sonsini Goodrich & Rosati, P.C.

In June 2000, the
Company entered into a stock purchase agreement with Enel. At the same time, the Company also entered into a Research and Development and Technological Cooperation Agreement with an affiliate of Enel (the R&D Agreement). Under the
terms of the R&D Agreement, the Company cooperated with Enel to integrate LONWORKS technology into Enels remote metering management project in Italy. For the quarters ended March 31, 2007 and 2006, the
Company recognized revenue from products and services sold to Enel and its designated manufacturers of approximately $1.2 million and $200,000, respectively. As of March 31, 2007, $79,000 of the Companys total accounts receivable balance
related to amounts owed by Enel and its designated manufacturers. As of March 31, 2006, there were no amounts owed the Company by Enel or its designated manufacturers.

In October 2006, Enel and the Company entered into a new development and supply agreement as well as a software enhancement agreement. Under the
development and supply agreement, Enel will purchase additional metering kit and data concentrator products from the Company, assuming initial acceptance tests are completed successfully. Under the software enhancement agreement, the Company will
provide software enhancements to Enel for use in its Contatore Elettronico system. Both the new development and supply agreement and the software enhancement agreement expire on December 31, 2009, although delivery of products and services can
extend beyond that date and the agreements may be extended under certain circumstances.

14. Warranty Reserves:

When evaluating the reserve for warranty costs, management takes into consideration the term of the warranty coverage, the quantity of product in the
field that is currently under warranty, historical return rates, and historical costs of repair. In addition, certain other applicable factors, such as technical complexity, may also be taken into consideration when historical information is not yet
available for recently introduced products. Estimated reserves for warranty costs are recorded at the time of shipment. In addition, additional warranty reserves may be established when the Company becomes aware of a specific warranty related
problem, such as a product recall. Such additional warranty reserves are based on the Companys current estimate of the total out-of-pocket costs expected to be incurred to resolve the problem, including, but not limited to, costs to replace or
repair the defective items and shipping costs. The reserve for warranty costs was $288,000 as of March 31, 2007 and $224,000 as of December 31, 2006.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this
Quarterly Report. The following discussion contains predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties about our business. These statements may be identified by the use of words such as
we believe, expect, anticipate, intend, plan, goal, continues, may, and similar expressions. In addition, forward-looking statements include statements
that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances. Such statements are based on our current expectations and could be
affected by the uncertainties and risk factors described throughout this filing and particularly in the Factors That May Affect Future Results Of Operations section. Our actual results may differ materially.

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

During the preparation of our financial results for the quarter ended March 31, 2008, we identified an error in our previously reported equity compensation expense and determined we had inappropriately accounted
for the 1999 and 2001 leases of our San Jose, California corporate headquarters facilities.

Restatement of stock-based compensation
expense:We identified an error in our previously reported stock-based compensation expense for the years ended December 31, 2007, 2006 and 2005 and each of the quarterly periods in 2007 and 2006. The error was isolated to share awards
and does not affect the other forms of our equity compensation awards, namely stock options and stock-settled stock appreciation rights. While the grant date fair value of the share awards was determined correctly in accordance with Statement of
Financial Accounting Standard (SFAS) No. 123R (revised 2004), Share-Based Payment (SFAS 123R), the amount of expense associated with these awards that was recognized in 2007, 2006 and 2005 was not correct.
The error was caused by a misapplication of the widely-used equity compensation software application we use to manage and account for our equity compensation awards. This misapplication caused the expense associated with these share awards to be
calculated using the straight-line, single-option method rather than the accelerated, multiple-option method, which we had elected to use for all of our equity compensation awards. Use of the straight-line, single-option method resulted in
understatements of stock-based compensation expense in 2007, 2006 and 2005 of $1.2 million, $535,000 and $263,000, respectively. For the quarters ended March 31, 2007 and 2006, stock-based compensation expense was understated by $153,000
and $145,000, respectively.

Restatement related to the leases of our San Jose, California headquarters facilities: In
connection with the restatement of stock-based compensation expense, KPMG LLP, our independent registered public accounting firm, brought to our attention that we had inappropriately accounted for the leases of our corporate headquarters facilities
that were entered into in 1999 and 2001. Under the guidance in Emerging Issues Task Force Issue No. 97-10,The Effect of Lessee Involvement in Asset Construction (EITF 97-10), and SFAS No. 98,Accounting for Leases:
Sale-Leaseback transactions Involving Real Estate; Sales-Type Leases of Real Estate; Definition of the Lease Term; Initial Direct Costs of Direct Financing Leases; an amendment of FASB Statements No. 13, 66, and 91 and a rescission of FASB
Statement No. 26 and Technical Bulletin No. 79-11 (SFAS 98), we should have reflected an asset on our balance sheet for the costs paid by the lessor to construct our headquarters facilities, as well as a corresponding
liability, because we were the deemed owner of the headquarters facilities for accounting purposes during the construction periods. Upon completion of construction, we did not meet the sale-leaseback criteria under SFAS 98
and therefore should have treated the leases as financing obligations and the assets and corresponding liabilities would not be derecognized. We had historically accounted for these leases as operating leases under SFAS No. 13, Accounting
for Leases(SFAS 13), whereby the total minimum lease payment obligations under the leases were recognized as monthly rent expense on a straight-line basis over the terms of the leases.The restatement adjustments do not
affect the total cash payments we have made or are obligated to make under the lease agreements, nor do they change the total expense to be recognized over the lease terms. However, the timing and nature of expenses in the statement of operations is
different under this treatment as compared to operating lease treatment. Specifically, we should have recognized land lease expense, depreciation expense on the assets we are deemed to own and interest expense on the associated lease financing
obligations.



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Our management and the Audit Committee of our Board of Directors have concluded that these errors in our
consolidated financial statements were unintentional, and no misdeed or fraud was involved in any respect. The Audit Committee also determined that the error in stock-based compensation expense was in no way caused by any backdating of or similar
improper activity involving stock option grants.

Therefore we have restated our condensed consolidated balance sheets as of March 31,
2007, and December 31, 2006, and our condensed consolidated statements of operations and cash flows for the quarters ended March 31, 2007 and 2006, to reflect the restatement adjustments applicable to those periods. We will also file
amendments to our 2007 Form 10-K and Forms 10-Q for each of the quarters ended June 30 and September 30, 2007. The amended 2007 filings will include restated information for the periods affected by these restatements.

The effects of all restatement adjustments on our condensed consolidated balance sheets as of March 31, 2007, and December 31, 2007 and 2006
are as follows:



|                                       |  |               |              |              |      |              |  |   |             
|-------------------------------------- |  | ------------- | ------------ | ------------ | ---- | ------------ |  | - | ------------
|                                       |  | March 31,2007 |              | December 31,
|                                       |  |               | 2007         |              | 2006
|Increase in total assets               |  | $             | 14.3 million |              | $    | 12.3 million |  | $ | 15.0 million
|Increase in total liabilities          |  | $             | 17.2 million |              | $    | 15.2 million |  | $ | 17.9 million
|Increase in additional paid-in-capital |  | $             | 1.0 million  |              | $    | 2.0 million  |  | $ | 0.8 million 
|Increase in accumulated deficit        |  | $             | 3.9 million  |              | $    | 4.9 million  |  | $ | 3.7 million 

The effects of all restatement adjustments on our condensed consolidated statements of operations
for the quarters ended March 31, 2007 and 2006 are as follows:



|                                             |  |                         |             |      |   |            
|-------------------------------------------- |  | ----------------------- | ----------- | ---- | - | -----------
|                                             |  | Quarter Ended March 31,
|                                             |  | 2007                    |             | 2006
|Decrease in rent expense                     |  | $                       | 1.0 million |      | $ | 1.0 million
|Increase in depreciation expense             |  | $                       | 0.7 million |      | $ | 0.7 million
|Increase in stock-based compensation expense |  | $                       | 0.2 million |      | $ | 0.1 million
|Increase in interest expense                 |  | $                       | 0.3 million |      | $ | 0.4 million
|Increase in net loss                         |  | $                       | 0.2 million |      | $ | 0.2 million

The correction of the accounting for our San Jose, California headquarters facilities leases
required us to calculate the adjustments by year beginning with the year ended December 31, 2000. The cumulative effect of the restatement adjustments related to the lease accounting errors for the years 2000 through 2004 is reported as a
$2.5 million increase to the 2005 beginning accumulated deficit balance. The financial statement effects of all restatement adjustments by year are summarized in the following table (in thousands):



|                                                  |  |                                           |       |                                                  |   |         |                                |  |                            |        |                        |   |       |  |   |      
|------------------------------------------------- |  | ----------------------------------------- | ----- | ------------------------------------------------ | - | ------- | ------------------------------ |  | -------------------------- | ------ | ---------------------- | - | ----- |  | - | -----
|                                                  |  |                                           |       | Adjustments related to errors in leaseaccounting |   |        
|Fiscal Year                                       |  | Increase instock-basedcompensationexpense |       | Net increase(decrease)in rent expense            |   |         | Increase indepreciationexpense |  | Increase ininterestexpense |        | Net increase inexpense
|2000                                              |  | $                                         |      |                                                  | $ | 281     |                                |  | $                          |       |                        | $ |      |  | $ | 281  
|2001                                              |  |                                           |      |                                                  |   | 31      |                                |  |                            | 301    |                        |   | 199   |  |   | 531  
|2002                                              |  |                                           |      |                                                  |   | (1,606  | )                              |  |                            | 1,204  |                        |   | 945   |  |   | 543  
|2003                                              |  |                                           |      |                                                  |   | (3,173  | )                              |  |                            | 2,344  |                        |   | 1,483 |  |   | 654  
|2004                                              |  |                                           |      |                                                  |   | (3,948  | )                              |  |                            | 2,724  |                        |   | 1,666 |  |   | 442  
|                                                  |  |                                           |       |                                                  |   |         |                                |  |                            |        |                        |   |       |  |   |      
|Cumulative effect of restatement on prior periods |  |                                           |      |                                                  |   | (8,415  | )                              |  |                            | 6,573  |                        |   | 4,293 |  |   | 2,451
|2005                                              |  |                                           | 263   |                                                  |   | (3,947  | )                              |  |                            | 2,723  |                        |   | 1,530 |  |   | 569  
|2006                                              |  |                                           | 535   |                                                  |   | (3,948  | )                              |  |                            | 2,724  |                        |   | 1,379 |  |   | 690  
|2007                                              |  |                                           | 1,173 |                                                  |   | (3,948  | )                              |  |                            | 2,724  |                        |   | 1,211 |  |   | 1,160
|                                                  |  |                                           |       |                                                  |   |         |                                |  |                            |        |                        |   |       |  |   |      
|                                                  |  | $                                         | 1,971 |                                                  | $ | (20,258 | )                              |  | $                          | 14,744 |                        | $ | 8,413 |  | $ | 4,870
|                                                  |  |                                           |       |                                                  |   |         |                                |  |                            |        |                        |   |       |  |   |      



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Included in Note 2 of Notes to Condensed Consolidated Financial Statements in this Report are tables that
present the effects of all restatement adjustments on the condensed consolidated financial statements reconciling the previously reported data to the as restated data for the Condensed Consolidated Balance Sheets as of March 31,
2007 and December 31, 2006, and the Condensed Consolidated Statements of Operations and Cash Flows for each of the quarters ended March 31, 2007 and 2006.

OVERVIEW

Echelon Corporation was incorporated in California in February 1988 and
reincorporated in Delaware in January 1989. We are based in San Jose, California, and maintain offices in nine foreign countries throughout Europe and Asia. We develop, market, and sell system and network infrastructure products that enable everyday
devices  such as air conditioners, appliances, electricity meters, light switches, thermostats, and valves  to be made smart and inter-connected. Working together, products and systems equipped with our technology can monitor and save
energy, lower costs, improve productivity and enhance service, quality, safety and convenience. We offer these hardware and software products and related services to OEMs and systems integrators in the building, industrial, transportation,
utility/home, and other automation markets.

We have been investing in products for use by electricity utilities for use in management of
electricity distribution. We refer to these products (and related services) as our networked energy services, or NES, offerings. We began to receive modest amounts of NES revenue in 2004, which increased to approximately $883,000 in 2005 and
decreased slightly to $791,000 in 2006. During the first quarter of 2007, NES revenue increased significantly to $24.9 million. We sell certain of our products to Enel and certain suppliers of Enel for use in Enels Contatore Elettronico
electricity meter management project in Italy. We refer to Echelons revenue derived from sales to Enel and Enels designated manufacturers as Enel Project revenue. We refer to all other revenue as LONWORKS
Infrastructure, or LWI, revenue. We also provide a variety of technical training courses related to our products and the underlying technology. Some of our customers also rely on us to provide customer support on a per-incident or term contract
basis.

During the first and second quarters of 2006, we revised our revenue recognition methodology for sales made to the distributors of
our LWI products. Under the revised methodology, we now defer revenue, as well as cost of goods sold, on items shipped to these distributors that remain in their inventories at quarter-end. The revision significantly reduced our first and second
quarter 2006 revenues, but did not have an impact on cash flows from operations or require any changes to our historical financial statements. A more thorough explanation of this revision can be found later in this report in the
LONWORKS Infrastructure revenues and EBV revenues sections of our discussion on Results of Operations.

We have a history of losses and, although we achieved profitability in past fiscal periods, we incurred a loss for the quarter ended March 31, 2007 and expect to incur an operating loss for the full year ending
December 31, 2007. This expectation is due primarily to two factors. First, as we expected in both 2005 and 2006, revenues from the Enel Project decreased significantly as compared to prior periods as the deployment phase of the Contatore
Elettronico project came to an end. We expect that during 2007, Enel Project revenues attributable to the two recently signed agreements with Enel will rise only slightly from 2006 levels. While we expect our NES revenues to increase substantially
during 2007, we do not currently believe they will increase rapidly enough to return us to an operating profit for the full year ending December 31, 2007.

The second factor contributing to our expectation for losses in 2007 relates to the fact that, effective January 1, 2006, we began recording compensation expense associated with stock options and other forms of
equity compensation as required under SFAS 123R. For the year ended December 31, 2006, the adoption of this new accounting standard resulted in an increase in equity compensation expenses of approximately $4.6 million (as restated) as
compared to the same period in 2005. We expect equity compensation expense in 2007 will be moderately higher than that charged in 2006.



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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to our revenues, allowance for doubtful accounts, inventories, commitments and
contingencies, income taxes, and asset impairments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting estimates relate to those policies that are most important to the presentation of our consolidated financial statements and require the most difficult, subjective and complex judgments.

Stock-Based Compensation. Effective January 1, 2006, we adopted the provisions of and account for stock-based compensation in accordance with
SFAS 123R. We elected the modified-prospective method, under which prior periods are not revised for comparative purposes. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date
based on the calculated fair value of the award and is recognized as expense ratably over the requisite service period, which is the vesting period.

We currently use the Black-Scholes-Merton (BSM) option-pricing model to determine the calculated fair value of stock options. The determination of the calculated fair value of stock-based payment awards on
the date of grant using the BSM option-pricing model is affected by our stock price on the date of grant, as well as a number of highly complex and subjective variables. These variables include the expected volatility of our stock price over the
expected term of the option, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends.

We estimate the expected term of options granted using the simplified method as illustrated in SEC Staff Accounting Bulletin No. 107 (SAB 107). Under the simplified method, the expected term is calculated by taking the
average of the vesting term and the contractual term of the option. The expected volatility is based on the historical volatility of our common stock over the most recent period commensurate with the expected life of the option, and does not include
any implied volatility as there are currently no market traded options on our stock that meet the criteria required for reliance on implied volatility in accordance with SAB 107. We base the risk-free interest rate that we use in the BSM
option-pricing model on U.S. Treasury issues in effect at the time of option grant that have remaining terms similar to the expected term of the option. We have never paid cash dividends on our common stock, and do not anticipate paying cash
dividends in the foreseeable future. Therefore, we use an expected dividend yield of zero in the BSM option-pricing model.

SFAS 123R also
requires us to record compensation expense for stock-based compensation net of estimated forfeitures, and to revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate
pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All share-based payment awards are amortized using the multiple option method over their requisite service period, which is
generally the vesting period.

There are significant differences among valuation models, and there is a possibility that we will adopt
different valuation models in the future. This may result in a lack of consistency in future periods and may materially affect the calculated fair value estimate of stock-based payments. It may also result in a lack of comparability with other
companies that use different models, methods, and assumptions. The BSM option-pricing model was developed for use in estimating the calculated fair value of traded options that have no vesting or hedging restrictions and that are fully transferable,
characteristics that are not present in our option grants.

Existing valuation models, including the BSM and lattice binomial models, may
not provide reliable measures of fair values of our stock-based compensation. Consequently, there is a risk that our estimates of the calculated fair values of our stock-based compensation awards on the grant dates may be significantly different
from the actual values realized, if any, upon the exercise,



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expiration, early termination, or forfeiture of those stock-based payments in the future. For example, our employee stock options may expire worthless or
otherwise result in zero intrinsic value as compared to the calculated fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these instruments that is significantly
higher than the calculated fair values originally estimated on the grant date and reported in our financial statements. There is currently no market-based mechanism or other practical application to verify the reliability and accuracy of the
estimated fair values resulting from these valuation models, nor is there a means to compare and adjust the estimates to actual values.

If
factors change and we employ different assumptions for estimated stock-based compensation expense in future periods, or if we decide to use a different option-pricing model, stock-based compensation expense in those future periods may differ
significantly from what we have recorded in the current period and could materially affect our operating results and earnings per share.

Information regarding the restatement of our financial statements related to an error in stock-based compensation expense can be found in Note 2 of Notes to Condensed Consolidated Financial Statements and further information regarding
stock-based compensation can be found in Note 6 (As Restated) of Notes to Condensed Consolidated Financial Statements contained in this Report.

Sales
Returns and Allowances. We sell our products and services to OEMs, systems integrators, and our other customers directly through our sales force and indirectly through distributors located in the geographic markets that we serve. Sales to
certain distributors are made under terms allowing limited rights of return. Sales to EBV, our largest distributor, accounted for 11.8% of total net revenues for the quarter ended March 31, 2007, and 22.7% for the same period in 2006. Worldwide
sales to distributors, including those to EBV, accounted for approximately 17.4% of total net revenues for the quarter ended March 31, 2007, and 36.1% for the same period in 2006.

Net revenues consist of product and service revenues reduced by estimated sales returns and allowances. Provisions for estimated sales returns and
allowances are recorded at the time of sale, and are based on managements estimates of potential future product returns and allowances related to product revenues in the current period. In evaluating the adequacy of our sales returns and other
allowances, management analyzes historical returns, current and historical economic trends, contractual terms, and changes in customer demand and acceptance of our products.

Other than standard warranty repair work, Enel and its designated contract meter manufacturers do not have rights to return products we ship to them.
However, our agreement with Enel contains an acceptance provision, whereby Enel is entitled to inspect products we ship to them to ensure the products conform, in all material respects, to the products specifications. Once the
product has been inspected and approved by Enel, or if the acceptance period lapses before Enel inspects or approves the products, the goods are considered accepted. Prior to shipping our products to Enel, we perform detailed reviews and tests to
ensure the products will meet Enels acceptance criteria. We do not ship products unless they have passed these reviews and tests. As a result, we record revenue for these products upon shipment to Enel. If Enel were to subsequently properly
reject any material portion of a shipment for not meeting the agreed upon specifications, we would defer the revenue on that portion of the transaction until such time as Enel and we were able to resolve the discrepancy. Such a deferral could have a
material impact on the amount and timing of our Enel related revenues.

Our allowances for sales returns and other sales-related reserves
were approximately $819,000 as of March 31, 2007, and $791,000 million as of December 31, 2006.

Allowance for Doubtful Accounts. We
typically sell our products and services to customers with net 30-day payment terms. In certain instances, payment terms may extend to as much as net 90 days. For a customer whose credit-worthiness does not meet our minimum criteria, we may require
partial or full payment prior to shipment. Alternatively, customers may be required to provide us with an irrevocable letter of credit prior to shipment.



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We evaluate the collectibility of our accounts receivable based on a combination of factors. In
circumstances where we are aware of a specific customers inability to meet its financial obligations to us, we record a specific allowance against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be
collected. These determinations are made based on several sources of information, including, but not limited to, a specific customers payment history, recent discussions we have had with the customer, updated financial information for the
customer, and publicly available news related to that customer. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment, the credit-worthiness
of our overall customer base, changes in our customers payment patterns, and our historical experience. If the financial condition of our customers were to deteriorate, or if general economic conditions worsened, additional allowances may be
required in the future, which could materially impact our results of operations and financial condition. Our allowance for doubtful accounts was $250,000 as of March 31, 2007 and December 31, 2006.

Inventory Valuation. At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. This evaluation includes analyses of
sales levels by product and projections of future demand. Inventories on hand, in excess of one years forecasted demand, are not valued. In addition, we write off inventories that we consider obsolete. We consider a product to be obsolete when
one of several factors exists. These factors include, but are not limited to, our decision to discontinue selling an existing product, the product has been re-designed and we are unable to rework our existing inventory to update it to the new
version, or our competitors introduce new products that make our products obsolete. We adjust remaining inventory balances to approximate the lower of our cost or market value. If future demand or market conditions are less favorable than our
projections, additional inventory write-downs may be required and would be reflected in cost of sales in the period the revision is made.

Warranty
Reserves. We evaluate our reserve for warranty costs based on a combination of factors. In circumstances where we are aware of a specific warranty related problem, for example a product recall, we reserve an estimate of the total out-of-pocket
costs we expect to incur to resolve the problem, including, but not limited to, costs to replace or repair the defective items and shipping costs. When evaluating the need for any additional reserve for warranty costs, management takes into
consideration the term of the warranty coverage, the quantity of product in the field that is currently under warranty, historical warranty-related return rates, historical costs of repair, and knowledge of new products introduced. If any of these
factors were to change materially in the future, we may be required to increase our warranty reserve, which could have a material negative impact on our results of operations and our financial condition. Our reserve for warranty costs was $288,000
as of March 31, 2007, and $224,000 as of December 31, 2006.

Deferred Income Taxes. We record a valuation allowance to reduce our deferred
tax assets to the amount that is more likely than not to be realized. Based on our historical net operating losses, and the uncertainty of our future operating results, we have recorded a valuation allowance that fully reserves our deferred tax
assets. If we later determine that, more likely than not, some or all of the net deferred tax assets will be realized, we would then need to reverse some or all of the previously provided valuation allowance. Our deferred tax asset valuation
allowance was $61.2 million as of December 31, 2006.

Valuation of Goodwill and Other Intangible Assets. We assess the impairment of goodwill
and identifiable intangible assets on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the
following:



| |  |  | significant underperformance relative to expected historical or projected future operating results;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | significant changes in the manner or use of the acquired assets or the strategy for our overall business;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | significant negative industry or economic trends; and
| | - |  | -----------------------------------------------------



| |  |  | significant changes in the composition of the intangible assets acquired.
| | - |  | -------------------------------------------------------------------------



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When we determine that the carrying value of goodwill and other intangible assets may not be recoverable
based upon the existence of one or more of the above indicators, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current
business model. Net goodwill and other intangible assets amounted to $8.3 million as of December 31, 2006.

When we adopted SFAS
142,Goodwill and Other Intangible Assets, in 2002, we ceased amortizing goodwill, which had a net unamortized balance of $1.7 million as of December 31, 2001. Since then, primarily as a result of acquisitions in 2002 and 2003, the net
balance of goodwill has grown to $8.3 million as of March 31, 2007. We review goodwill for impairment annually during the quarter ending March 31. Our review during the quarter ended March 31, 2007 indicated no impairment. If, as a
result of an annual or any other impairment review that we perform in the future, we determine that there has been an impairment of our goodwill or other intangible assets, we would be required to take an impairment charge. Such a charge could have
a material adverse impact on our financial position and/or operating results.

RESULTS OF
OPERATIONS

The following table reflects the percentage of total revenues represented by each item in our Consolidated
Statements of Operations for the three months ended March 31, 2007 and March 31, 2006:



|                                                |  |                              |    |  |                    |   
|----------------------------------------------- |  | ---------------------------- | -- |  | ------------------ | --
|                                                |  | Three Months Ended March 31, |   
|                                                |  | 2007(As Restated)1           |    |  | 2006(As Restated)1 |   
|Revenues:                                       |  |                              |    |  |                    |   
|Product                                         |  | 99.5                         | %  |  | 98.4               | % 
|Service                                         |  | 0.5                          |    |  | 1.6                |   
|                                                |  |                              |    |  |                    |   
|Total revenues                                  |  | 100.0                        |    |  | 100.0              |   
|Cost of revenues:                               |  |                              |    |  |                    |   
|Cost of product                                 |  | 72.9                         |    |  | 42.5               |   
|Cost of service                                 |  | 1.2                          |    |  | 4.0                |   
|                                                |  |                              |    |  |                    |   
|Total cost of revenues                          |  | 74.1                         |    |  | 46.5               |   
|                                                |  |                              |    |  |                    |   
|Gross profit                                    |  | 25.9                         |    |  | 53.5               |   
|                                                |  |                              |    |  |                    |   
|Operating expenses:                             |  |                              |    |  |                    |   
|Product development                             |  | 19.8                         |    |  | 64.8               |   
|Sales and marketing                             |  | 13.8                         |    |  | 48.0               |   
|General and administrative                      |  | 9.1                          |    |  | 30.4               |   
|                                                |  |                              |    |  |                    |   
|Total operating expenses                        |  | 42.7                         |    |  | 143.2              |   
|                                                |  |                              |    |  |                    |   
|Loss from operations                            |  | (16.8                        | )  |  | (89.7              | ) 
|Interest and other income, net                  |  | 3.8                          |    |  | 13.0               |   
|Interest expense on lease financing obligations |  | (0.8                         | )  |  | (3.4               | ) 
|                                                |  |                              |    |  |                    |   
|Loss before provision for income taxes          |  | (13.8                        | )  |  | (80.1              | ) 
|Provision for income taxes                      |  | 0.3                          |    |  | 0.7                |   
|                                                |  |                              |    |  |                    |   
|Net loss                                        |  | (14.1                        | )% |  | (80.8              | )%
|                                                |  |                              |    |  |                    |   



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------



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Revenues

Total revenues



|                       |  |                    |        |                       |   |                       |  |   |        |  |       |  
|---------------------- |  | ------------------ | ------ | --------------------- | - | --------------------- |  | - | ------ |  | ----- | -
|                       |  | Three Months Ended |        | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands) |  | March 31,2007      |        | March 31,2006         |   |                      
|Total revenues         |  | $                  | 39,269 |                       | $ | 10,745                |  | $ | 28,524 |  | 265.5 | %

The $28.5 million increase in total revenues for the quarter ended March 31, 2007 as compared
to the same period in 2006 was primarily the result of a $24.7 million increase in NES revenues (see discussion below), a $2.9 million increase in LONWORKS Infrastructure revenues (see discussion below), and a
$955,000 increase in Enel project revenues (see discussion below).

LONWORKS Infrastructure revenues



|                                 |  |                    |        |                       |   |                       |  |   |       |  |      |  
|-------------------------------- |  | ------------------ | ------ | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                                 |  | Three Months Ended |        | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands)           |  | March 31,2007      |        | March 31,2006         |   |                      
|LONWORKS Infrastructure revenues |  | $                  | 13,252 |                       | $ | 10,379                |  | $ | 2,873 |  | 27.7 | %

Our LONWORKS Infrastructure revenues are primarily comprised of
sales of our hardware and software products, and to a lesser extent, revenues we generate from our customer support and training offerings. The $2.9 million increase in LONWORKS Infrastructure revenue for the
quarter ended March 31, 2007 as compared to the same period in 2006 was primarily the result of a revision we made to our revenue recognition methodology for sales made to our European distributor, EBV, during the first quarter of 2006 (see
discussion below). The revision resulted in a one-time decrease in our LONWORKS Infrastructure revenues during the first quarter of 2006 of approximately $2.9 million.

We believe that, as long as current worldwide economic conditions do not deteriorate, full year 2007 LONWORKS
Infrastructure revenues will improve from the $49.4 million recorded in 2006. This expected improvement, however, will be subject to further fluctuations in exchange rates between the U.S. dollar and the foreign currencies in which we generate
revenues, principally the Japanese Yen. If the U.S. dollar were to strengthen against these currencies, our revenues would decrease. Conversely, if the U.S. dollar were to weaken against these currencies, our revenues would increase. The extent of
this exchange rate fluctuation increase or decrease will depend on the amount of sales conducted in foreign currencies and the magnitude of the exchange rate fluctuation from year to year. The portion of our LONWORKS
Infrastructure revenues conducted in currencies other than the U.S. dollar, principally the Japanese Yen, was about 6.1% for the quarter ended March 31, 2007 and 6.2% for the same period in 2006. We do not currently expect that, during the
remainder of 2007, the amount of our LONWORKS Infrastructure revenues conducted in these or other foreign currencies will fluctuate significantly from that experienced in 2006. Given the historical and expected future
level of sales made in foreign currencies, we do not currently plan to hedge against these currency rate fluctuations. However, if the portion of our LONWORKS Infrastructure revenues conducted in foreign currencies were
to grow significantly, we would re-evaluate these exposures and, if necessary, enter into hedging arrangements to help minimize these risks.

NES
revenues



|                       |  |                    |        |                       |   |                       |  |   |        |  |          |  
|---------------------- |  | ------------------ | ------ | --------------------- | - | --------------------- |  | - | ------ |  | -------- | -
|                       |  | Three Months Ended |        | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands) |  | March 31,2007      |        | March 31,2006         |   |                      
|NES revenues           |  | $                  | 24,861 |                       | $ | 166                   |  | $ | 24,695 |  | 14,876.5 | %



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NES revenues generated during the quarter ended March 31, 2007 were primarily related to large scale
deployments of our NES system products. NES revenues generated during the quarter ended March 31, 2006 were primarily related to the completion of system trials and, to a lesser extent, shipments of NES products.

We expect that, during 2007, shipments of our NES products will continue to increase over 2006 levels. Our ability to recognize revenue on these
shipments depends on several factors, including, but not limited to, delivery to the customer of all of the software called for in any given agreement, modification of the existing shipment schedules included in the contracts that have been awarded
to us thus far, and certain contractual provisions, such as customer acceptance. In addition, the complex revenue recognition rules relating to products such as our NES system will likely require us to defer some or all of the revenue associated
with NES product shipments until certain conditions are met in a future period. In some instances, the reasons for these deferrals may not be fully under our control, which could result in the actual timing of revenue being significantly different
than we currently anticipate.

We also expect that many foreign utilities will require us to price our NES system in the respective
utilitys local currency, which will expose us to foreign currency risk. The portion of our NES revenues conducted in currencies other than the U.S. dollar, principally the Australian dollar, was about 1.2% for the quarter ended
March 31, 2007. There were no NES revenues conducted in foreign currencies during the quarter ended March 31, 2006. In most cases, in the event of a significant contract award, we intend to hedge this foreign currency risk so long as we
can secure forward currency contracts that are reasonably priced and that are consistent with the scheduled deliveries for that project. In addition, we will face foreign currency exposures from the time we submit our foreign currency denominated
bid until the award of a contract by the utility (the bid to award term). This bid to award term can often exceed several months. If a utility awards us a contract that gives the utility the right to exercise options for additional
supply in the future, we would also be exposed to foreign currency risk until such time as these options, if any, were exercised. We may decide that it is too expensive to hedge the foreign currency risks during the bid to award term or for any
unexercised options. Any resulting adverse foreign currency fluctuations could significantly harm our revenues, results of operations, and financial condition.

Enel project revenues



|                       |  |                    |       |                       |   |                      |  |   |     |  |       |  
|---------------------- |  | ------------------ | ----- | --------------------- | - | -------------------- |  | - | --- |  | ----- | -
|                       |  | Three Months Ended |       | 2007 over2006 $Change |   | 2007 over2006%Change | 
|(Dollars in thousands) |  | March 31,2007      |       | March 31,2006         |   |                     
|Enel project revenues  |  | $                  | 1,155 |                       | $ | 200                  |  | $ | 955 |  | 477.5 | %

In October 2006, we entered into two new agreements with Enel, a development and supply agreement
and a software enhancement agreement. Under the development and supply agreement, Enel will purchase additional metering kit and data concentrator products from us, assuming initial acceptance tests are completed successfully. Under the software
enhancement agreement, we will provide software enhancements to Enel for use in its Contatore Elettronico system. There were no revenues from either of these new agreements during 2006. The $1.2 million of Enel project revenue recognized during the
quarter ended March 31, 2007 related to initial shipments under the new development and supply agreement. Both the development and supply agreement and the software enhancement agreement expire on December 31, 2009, although delivery of
products and services can extend beyond that date and the agreements may be extended under certain circumstances. Early in 2006, Enel asked us to provide them with spare parts for use in their system in Italy. The $200,000 of Enel project revenue
recognized in the first quarter of 2006 represents our initial shipments against that request. We sell our products to Enel and its designated manufacturers in U.S. dollars. Therefore, the associated revenues are not subject to foreign currency
risks.

We believe that full year 2007 revenues attributable to the Enel project will increase modestly over the $7.1 million reported
in 2006 and will relate primarily to products shipped to Enel and its designated manufacturers under the new development and supply agreement.



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EBV revenues



|                       |  |                    |       |                       |   |                       |  |   |       |  |      |  
|---------------------- |  | ------------------ | ----- | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                       |  | Three Months Ended |       | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands) |  | March 31,2007      |       | March 31,2006         |   |                      
|EBV revenues           |  | $                  | 4,648 |                       | $ | 2,444                 |  | $ | 2,204 |  | 90.2 | %

Sales to EBV, our largest distributor and the primary independent distributor of our products in
Europe, accounted for 11.8% of our total revenues for the quarter ended March 31, 2007 and 22.7% of our total revenues for the same period in 2006. The primary factor contributing to the $2.2 million increase between the two quarters was the
fact that, during the first quarter of 2006, we revised our revenue recognition methodology for sales made to EBV. Under the revised methodology, revenues, as well as cost of goods sold, are deferred on items shipped to EBV that remain in EBVs
inventories at quarter-end. Revenue is then recognized on these products, along with the corresponding gross margin, when EBV sells them to its customers in future periods. This revision resulted in a one-time revenue decrease of approximately $2.9
million for the quarter ended March 31, 2006. The revision did not have an impact on cash flows from operations or require any changes to historical financial statements.

Excluding the impact of the accounting method revision, EBVs shipments to its customers were virtually unchanged during the first quarter of 2007
as compared to the same period in 2006. We currently sell our products to EBV in U.S. dollars. Therefore, the associated revenues are not subject to foreign currency exchange rate risks. However, EBV has the right, on notice to our company, to
require that we sell our products to them in Euros.

Our contract with EBV, which has been in effect since 1997 and to date has been
renewed annually thereafter, expires in December 2007. If our agreement with EBV is not renewed, or is renewed on terms that are less favorable to us, our revenues could decrease and our future financial position could be harmed.

Product revenues



|                       |  |                    |        |                       |   |                       |  |   |        |  |       |  
|---------------------- |  | ------------------ | ------ | --------------------- | - | --------------------- |  | - | ------ |  | ----- | -
|                       |  | Three Months Ended |        | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands) |  | March 31,2007      |        | March 31,2006         |   |                      
|Product revenues       |  | $                  | 39,077 |                       | $ | 10,574                |  | $ | 28,503 |  | 269.6 | %

The $28.5 million increase in product revenues for the quarter ended March 31, 2007 as
compared to the same period in 2006 was primarily the result of a $24.6 million increase in NES product revenues, a $2.9 million increase in LONWORKS Infrastructure product revenues, and a $955,000 increase in Enel
Project related revenues.

Service revenues



|                       |  |                    |     |                       |   |                       |  |   |    |  |      |  
|---------------------- |  | ------------------ | --- | --------------------- | - | --------------------- |  | - | -- |  | ---- | -
|                       |  | Three Months Ended |     | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands) |  | March 31,2007      |     | March 31,2006         |   |                      
|Service revenues       |  | $                  | 192 |                       | $ | 171                   |  | $ | 21 |  | 12.3 | %

The $21,000 increase in service revenues during the quarter ended March 31, 2007 as compared
to the same period in 2006 was primarily due to an increase in NES support revenues, partially offset by a reduction in LONWORKS Infrastructure customer support and training revenues. We do not currently believe that
our 2007 service revenues will change substantially from prior year levels.



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##### Table of Contents

Gross Profit and Gross Margin (As Restated)



|                       |  |                             |        |   |                             |   |                        |   |  |   |       |  |       |  
|---------------------- |  | --------------------------- | ------ | - | --------------------------- | - | ---------------------- | - |  | - | ----- |  | ----- | -
|                       |  | Three Months Ended          |        |   | 2007 over2006 $Change1      |   | 2007 over2006 %Change1 |  
|(Dollars in thousands) |  | March 31,2007(As Restated)1 |        |   | March 31,2006(As Restated)1 |   |                        |  
|Gross Profit           |  | $                           | 10,152 |   |                             | $ | 5,744                  |   |  | $ | 4,408 |  | 76.7  | %
|Gross Margin           |  |                             | 25.9   | % |                             |   | 53.5                   | % |  |   |      |  | (27.6 | )



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------

Gross profit is equal to revenues less cost of goods sold. Cost of goods sold for product revenues includes direct costs
associated with the purchase of components, subassemblies, and finished goods, as well as indirect costs such as allocated labor and overhead; costs associated with the packaging, preparation, and shipment of products; and charges related to
warranty and excess and obsolete inventory reserves. Cost of goods sold for service revenues consists of employee-related costs such as salaries and fringe benefits as well as other direct and indirect costs incurred in providing training, customer
support, and custom software development services. Gross margin is equal to gross profit divided by revenues.

The 27.6 percentage point
decrease in gross margin during the first quarter of 2007 was due primarily to the mix of revenues reported. During the quarter ended March 31, 2007, approximately 63.3% of our revenues were attributable to sales of our NES system products, and
33.8% of our revenues were attributable to sales of our LONWORKS Infrastructure products and services, while the remaining 2.9% was attributable to the Enel project. During the quarter ended March 31, 2006,
approximately 96.6% of our revenues were attributable to sales of our LONWORKS Infrastructure products and services, 1.9% of our revenues were attributable to the Enel Project, and the remaining 1.5% of our revenues
were generated from sales of our NES system products. In general, gross margins generated from sales of our NES system products are much lower than those generated from both sales of our LONWORKS Infrastructure products
and services as well as sales made under the Enel Project. As a result, when NES revenues are higher as a percentage of overall revenues, as they were during the quarter ended March 31, 2007, overall gross margins will be lower. Conversely,
when NES revenues comprise a lower percentage of overall revenues, as they were during the quarter ended March 31, 2006, overall gross margins will be higher.

Partially offsetting the decrease in gross margins during the first quarter of 2007 as compared to the same period in 2006 was the impact of higher revenues on gross margins. As discussed above, a portion of our cost
of goods sold relates to indirect costs. Some of these costs do not increase or decrease in conjunction with revenue levels, but rather remain relatively constant from quarter to quarter. As a result, when revenues increase, as they did in the
quarter ended March 31, 2007 as compared to the same period in 2006, gross margins are favorably impacted.

We expect that, for full
year 2007, overall gross margin will decrease significantly from the 58.2% experienced in 2006 due to expected significant increase in NES revenues.

Operating Expenses (As Restated)

Product Development (As Restated)



|                       |  |                             |       |                             |   |                         |  |   |     |  |      |  
|---------------------- |  | --------------------------- | ----- | --------------------------- | - | ----------------------- |  | - | --- |  | ---- | -
|                       |  | Three Months Ended          |       | 2007 over2006 $Change 1     |   | 2007 over2006 %Change 1 | 
|(Dollars in thousands) |  | March 31,2007(As Restated)1 |       | March 31,2006(As Restated)1 |   |                        
|Product Development    |  | $                           | 7,778 |                             | $ | 6,959                   |  | $ | 819 |  | 11.8 | %



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------

Product development expenses consist primarily of payroll and related expenses for development personnel, facility
costs, expensed material, fees paid to third party service providers, depreciation and amortization, and other costs associated with the development of new technologies and products.



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##### Table of Contents

The $819,000 increase in product development expenses for the quarter ended March 31, 2007 as
compared to the same period in 2006 was primarily due to increases in expensed material, fees paid to third party service providers, and compensation expenses for our product development personnel.

We expect that, for full year 2007, product development expenses will increase over 2006 levels. This increase will primarily be the result of increased
development efforts related to our NES system products.

Sales and Marketing (As Restated)



|                       |  |                             |       |                             |   |                         |  |   |     |  |     |  
|---------------------- |  | --------------------------- | ----- | --------------------------- | - | ----------------------- |  | - | --- |  | --- | -
|                       |  | Three Months Ended          |       | 2007 over2006 $Change 1     |   | 2007 over2006 %Change 1 | 
|(Dollars in thousands) |  | March 31,2007(As Restated)1 |       | March 31,2006(As Restated)1 |   |                        
|Sales and Marketing    |  | $                           | 5,427 |                             | $ | 5,162                   |  | $ | 265 |  | 5.1 | %



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------

Sales and marketing expenses consist primarily of payroll and related expenses for sales and marketing personnel,
including commissions to sales personnel, travel and entertainment, facilities costs, advertising and product promotion, and other costs associated with our sales and support offices.

The $265,000 increase in sales and marketing expenses for the quarter ended March 31, 2007 as compared to the same period in 2006 was primarily due
to increases in travel and entertainment expenses, compensation expenses, and tradeshows and other advertising related expenses. Contributing to this increase was the impact of foreign currency exchange rate fluctuations between the U.S. dollar and
the local currencies in several of the foreign countries in which we operate, including the Euro, the British Pound Sterling, and the Japanese Yen. Approximately $118,000 of the $265,000 quarter-over-quarter increase was the result of these
foreign currency exchange rate fluctuations.

We expect that, during 2007, our sales and marketing expenses will increase over 2006 levels.
In addition, if the United States dollar were to weaken against the foreign currencies where we do business, our sales and marketing expenses could increase further. Conversely, if the dollar were to strengthen against these currencies, it would
have a favorable impact on our sales and marketing expenses.

General and Administrative (As Restated)



|                           |  |                             |       |                             |   |                         |  |   |     |  |     |  
|-------------------------- |  | --------------------------- | ----- | --------------------------- | - | ----------------------- |  | - | --- |  | --- | -
|                           |  | Three Months Ended          |       | 2007 over2006 $Change 1     |   | 2007 over2006 %Change 1 | 
|(Dollars in thousands)     |  | March 31,2007(As Restated)1 |       | March 31,2006(As Restated)1 |   |                        
|General and Administrative |  | $                           | 3,568 |                             | $ | 3,265                   |  | $ | 303 |  | 9.3 | %



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------

General and administrative expenses consist primarily of payroll and related expenses for executive, accounting, and
administrative personnel, professional fees for legal and accounting services rendered to the company, facility costs, insurance, and other general corporate expenses.

The $303,000 increase in general and administrative expenses during the quarter ended March 31, 2007 as compared to the same period in 2006 was primarily attributable to an increase in compensation related
expenses for our executive, accounting, and administrative personnel.

We believe that, during 2007, general and administrative costs will
increase modestly above 2006 levels.



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##### Table of Contents

Interest and Other Income, Net



|                               |  |                    |       |                       |   |                       |  |   |     |  |     |  
|------------------------------ |  | ------------------ | ----- | --------------------- | - | --------------------- |  | - | --- |  | --- | -
|                               |  | Three Months Ended |       | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands)         |  | March 31,2007      |       | March 31,2006         |   |                      
|Interest and Other Income, Net |  | $                  | 1,497 |                       | $ | 1,394                 |  | $ | 103 |  | 7.4 | %

Interest and other income, net primarily reflects interest earned by our company on cash and
short-term investment balances. In addition, foreign exchange translation gains and losses related to short-term intercompany balances are also reflected in this amount.

Interest income increased by approximately $103,000 during the quarter ended March 31, 2007 as compared to the same period in 2006. This increase is primarily attributable to an overall improvement in the average
yield on our investment portfolio, partially offset by a reduction in our average invested cash balance. In addition, a reduction in foreign exchange translation losses on our short-term intercompany balances during the first quarter of 2007 also
contributed to the $103,000 improvement in interest and other income, net between the two quarters.

Although interest rates have increased
substantially since June 2004, we expect that our anticipated operating losses for 2007 will require us to use a portion of our existing cash and short-term investment portfolio to fund ongoing business operations. In addition, we may decide to
continue repurchasing our common stock in accordance with our board of directors approved stock repurchase program, which expires in March 2008. As a result, we expect that the average amount of our invested cash will decrease during 2007, which
will result in reduced interest income if interest rates remain unchanged. In addition, future fluctuations in the exchange rates between the United States dollar and the currencies in which we maintain our short-term intercompany balances
(principally the European Euro and the British Pound Sterling) will also affect our interest and other income, net.

Interest Expense on Lease
Financing Obligations (As Restated)



|                                                |  |                             |      |   |                             |   |                         |   |  |   |    |  |      |  
|----------------------------------------------- |  | --------------------------- | ---- | - | --------------------------- | - | ----------------------- | - |  | - | -- |  | ---- | -
|                                                |  | Three Months Ended          |      |   | 2007 over2006 $Change 1     |   | 2007 over2006 %Change 1 |  
|(Dollars in thousands)                          |  | March 31,2007(As Restated)1 |      |   | March 31,2006(As Restated)1 |   |                         |  
|Interest Expense on Lease Financing Obligations |  | $                           | (319 | ) |                             | $ | (360                    | ) |  | $ | 41 |  | 11.4 | %



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------

In December 1999 and October 2000, we entered into two separate lease agreements with a local real estate developer for
the two buildings we currently occupy at our San Jose headquarters site. As discussed in Notes 2 and 4 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report, we have accounted for these leases in accordance with
EITF 97-10 and SFAS 98. The application of this accounting literature causes Echelon to be considered the deemed owner of the two buildings for accounting purposes only.

Accordingly, we have recorded assets and corresponding financing liabilities for an amount equal to these lessor-paid construction costs. The monthly
rent payments we make to our lessor under our lease agreements are recorded in our financial statements as land lease expense and principal and interest on the lease financing obligations. Interest expense on lease financing obligations
reflects the portion of our monthly lease payments that is allocated to interest expense.

We expect that, during 2008, interest expense on
lease financing obligations will decrease from the amounts reported for 2007. As with any amortizing fixed rate loan, payments made earlier in the term of the loan are comprised primarily of interest expense with little being allocated to principal
repayment. Payments made later in the term of the loan, however, have an increasing proportion of principal repayment, with less being attributable to interest expense. Therefore, a higher percentage of the payments we make in 2008 will be allocated
to principal repayment and less will be allocated to interest expense.



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##### Table of Contents

Provision for Income Taxes



|                           |  |                    |     |                       |   |                       |  |   |    |  |      |  
|-------------------------- |  | ------------------ | --- | --------------------- | - | --------------------- |  | - | -- |  | ---- | -
|                           |  | Three Months Ended |     | 2007 over2006 $Change |   | 2007 over2006 %Change | 
|(Dollars in thousands)     |  | March 31,2007      |     | March 31,2006         |   |                      
|Provision for Income Taxes |  | $                  | 108 |                       | $ | 80                    |  | $ | 28 |  | 35.0 | %

The provision for income taxes for 2007 includes a provision for federal, state and foreign taxes
based on our annual estimated effective tax rate for the year. The difference between the statutory rate and our effective tax rate is primarily due to the impact of foreign taxes. Income taxes of $108,000 for the quarter ended March 31, 2007,
and $80,000 for the quarter ended March 31, 2006, primarily consist of taxes related to profitable foreign subsidiaries and various state minimum taxes.

Although we expect to generate a loss before provision for income taxes in 2007, we will be required to book income tax expense to cover, at a minimum, the foreign taxes owed on income generated by our profitable
foreign subsidiaries. We currently expect our 2007 provision for income taxes will be slightly higher than the amounts provided for in 2006.

OFF-BALANCE-SHEET ARRANGEMENTS AND OTHER CONTRACTUAL OBLIGATIONS

Off-Balance-Sheet Arrangements. We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated
retained interests, derivative instruments, or other contingent arrangements that expose Echelon to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides
financing, liquidity, market risk, or credit risk support to us.

Lease Commitments. We lease our present corporate headquarters
facility in San Jose, California, under two non-cancelable leases. The first lease agreement expires in 2011 and the second lease agreement expires in 2013. Upon expiration, both lease agreements provide for extensions of up to ten years. As part of
these lease transactions, we provided the lessor security deposits in the form of two standby letters of credit totaling $6.2 million. The leases of our corporate headquarters facilities are accounted for under EITF 97-10 and SFAS 98 (see
Notes 2 and 4 of Notes to Condensed Consolidated Financial Statements).

In addition, we lease facilities under operating leases for our
sales, marketing, and product development personnel located elsewhere within the United States and in nine foreign countries throughout Europe and Asia including a land lease for accounting purposes associated with our corporate headquarters
facilities (see Notes as referenced above). These operating leases expire on various dates through 2018, and in some instances are cancelable with advance notice. Lastly, we also lease certain equipment and, for some of our sales personnel,
automobiles. These operating leases are generally less than five years in duration.

Purchase Commitments. We utilize several contract
manufacturers who manufacture and test our products requiring assembly. These contract manufacturers acquire components and build product based on demand information supplied by us in the form of purchase orders and demand forecasts. These purchase
orders and demand forecasts generally cover periods that range from one to six months, and in some cases, up to one year. We also obtain individual components for our products from a wide variety of individual suppliers. We generally acquire these
components through the issuance of purchase orders, and in some cases through demand forecasts, both of which cover periods ranging from one to nine months.

We also utilize purchase orders when procuring capital equipment, supplies, and services necessary for our day-to-day operations. These purchase orders generally cover periods ranging up to twelve months, but in some
instances cover a longer duration.

Indemnifications. In the normal course of business, we provide indemnifications of varying scope
to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant. However, we are unable to
estimate the maximum potential impact of these indemnification provisions on our future results of operations.



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##### Table of Contents

As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for
certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officers or directors lifetime. The
maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that could enable us to recover a portion of any future amounts
paid. We believe the estimated fair value of these indemnification agreements in excess of the applicable insurance coverage is minimal.

Royalties. We have certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a U.S. dollar amount per unit shipped or a percentage of the
underlying revenue. Royalty expense, which is recorded under our cost of products revenue on our consolidated statements of operations, was approximately $149,000 during the quarter ended March 31, 2007, and $108,000 for the same period in
2006.

We will continue to be obligated for royalty payments in the future associated with the shipment and licensing of certain of our
products. While we are currently unable to estimate the maximum amount of these future royalties, such amounts will continue to be dependent on the number of units shipped or the amount of revenue generated from these products.

Taxes. We conduct our operations in many tax jurisdictions throughout the world. In many of these jurisdictions, non-income based taxes such as property
taxes, sales and use taxes, and value-added taxes are assessed on Echelons operations in that particular location. While we strive to ensure compliance with these various non-income based tax filing requirements, there have been instances
where potential non-compliance exposures have been identified. In accordance with generally accepted accounting principles, we make a provision for these exposures when it is both probable that a liability has been incurred and the amount of the
exposure can be reasonably estimated. To date, such provisions have been immaterial, and we believe that, as of March 31, 2007, we have adequately provided for such contingencies. However, it is possible that our results of operations, cash
flows, and financial position could be harmed if one or more non-compliance tax exposures are asserted by any of the jurisdictions where we conduct our operations.

Legal Actions.From time to time, in the ordinary course of business, we are subject to legal proceedings, claims, investigations, and other proceedings, including claims of alleged infringement of third-party patents and
other intellectual property rights, and commercial, employment, and other matters. In accordance with generally accepted accounting principles, we make a provision for a liability when it is both probable that a liability has been incurred and the
amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a
particular case. While we believe we have adequately provided for such contingencies as of March 31, 2007, it is possible that our results of operations, cash flows, and financial position could be harmed by the resolution of any such
outstanding claims.

As of March 31, 2007, our contractual obligations were as follows (in thousands):



|                                           |  |                        |        |                 |   |           |  |           |        |                  |   |       |  |   |      
|------------------------------------------ |  | ---------------------- | ------ | --------------- | - | --------- |  | --------- | ------ | ---------------- | - | ----- |  | - | -----
|                                           |  | Payments due by period
|                                           |  | Total                  |        | Less than1 year |   | 2-3 years |  | 4-5 years |        | More than5 years
|Lease financing obligations (as restated)1 |  | $                      | 21,948 |                 | $ | 3,796     |  | $         | 7,987  |                  | $ | 7,596 |  | $ | 2,569
|Operating leases (as restated)1            |  |                        | 4,339  |                 |   | 1,456     |  |           | 1,709  |                  |   | 1,084 |  |   | 90   
|Purchase commitments                       |  |                        | 26,542 |                 |   | 25,641    |  |           | 901    |                  |   |      |  |   |     
|                                           |  |                        |        |                 |   |           |  |           |        |                  |   |       |  |   |      
|Total                                      |  | $                      | 52,829 |                 | $ | 30,893    |  | $         | 10,597 |                  | $ | 8,680 |  | $ | 2,659
|                                           |  |                        |        |                 |   |           |  |           |        |                  |   |       |  |   |      



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------



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##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations and met our capital expenditure requirements primarily from the sale of preferred
stock and common stock, although during the years 2002 through 2004, we were also able to finance our operations through operating cash flow. From inception through March 31, 2007, we raised $278.9 million from the sale of preferred stock
and common stock, including the exercise of stock options and warrants from our employees and directors.

In March and August
2004, March 2006, and February 2007, our board of directors approved a stock repurchase program, which authorizes us to repurchase up to 3.0 million shares of our common stock, in accordance with Rule 10b-18 and other applicable laws,
rules and regulations. Since inception, we have repurchased a total of 2,204,184 shares under the program at a cost of $16.1 million. As of March 31, 2007, 795,816 shares are available for repurchase. The stock repurchase program will expire in
March 2008.

The following table presents selected financial information as of March 31, 2007 and for each of the last three fiscal
years (dollars in thousands): (As Restated)



|                                                   |  |               |         |              |   |         |  |   |         |  |   |        
|-------------------------------------------------- |  | ------------- | ------- | ------------ | - | ------- |  | - | ------- |  | - | -------
|                                                   |  | March 31,2007 |         | December 31,
|                                                   |  | 2006          |         | 2005         |   | 2004   
|Cash, cash equivalents, and short-term investments |  | $             | 121,554 |              | $ | 124,157 |  | $ | 154,480 |  | $ | 160,364
|Trade accounts receivable, net                     |  |               | 17,520  |              |   | 13,918  |  |   | 11,006  |  |   | 17,261 
|Working capital (as restated)1                     |  |               | 125,947 |              |   | 129,521 |  |   | 154,869 |  |   | 171,032
|Stockholders equity (as restated)1                |  |               | 150,036 |              |   | 153,663 |  |   | 178,551 |  |   | 208,611



|(1) | See Note 2 of Notes to Condensed Consolidated Financial Statements for an explanation of the restatement.
|--- | ---------------------------------------------------------------------------------------------------------

As of March 31, 2007, we had $121.6 million in cash, cash equivalents, and short-term investments, a decrease of
$2.6 million as compared to December 31, 2006. Historically, our primary source of cash, other than stock sales, has been receipts from revenue, and to a lesser extent, proceeds from the exercise of stock options and warrants by our employees
and directors. Our primary uses of cash have been cost of product revenue, payroll (salaries, commissions, bonuses, and benefits), general operating expenses (costs associated with our offices such as rent, utilities, and maintenance; fees paid to
third party service providers such as consultants, accountants, and attorneys; travel and entertainment; equipment and supplies; advertising; and other miscellaneous expenses), acquisitions, capital expenditures, and purchases under our stock
repurchase program.

Cash flows from operating activities (as restated). Cash flows from operating activities has historically been driven by
net income (loss) levels, adjustments for non-cash charges such as depreciation, amortization, in-process research and development charges, and stock-based compensation, as well as fluctuations in operating asset and liability balances. Net cash
used in operating activities was $1.4 million (as restated) for the quarter ended March 31, 2007, an increase of approximately $903,000 from the same period in 2006. During the quarter ended March 31, 2007, net cash used in operating
activities was primarily a result of our net loss of $5.6 million (as restated), offset by stock-based compensation expenses of $1.3 million (as restated), depreciation and amortization expense of $1.8 million (as restated), a
reduction in our accrued investment income of $114,000, and changes in our operating assets and liabilities of $869,000 (as restated). During the quarter ended March 31, 2006, net cash used in operating activities was primarily a result of our
net loss of $8.7 million (as restated), offset by stock-based compensation expenses of $1.6 million (as restated), depreciation and amortization expense of $1.7 million (as restated), a reduction in our bad debt reserve balance of
$94,000, and changes in our operating assets and liabilities of $5.0 million (as restated).

Cash flows from investing
activities. Cash flows from investing activities has historically been driven by transactions involving our short-term investment portfolio, capital expenditures, changes in our long-term assets, and acquisitions. Net cash provided by
investing activities was $8,000 for the quarter ended March 31, 2007, an $8.3 million decrease from the same period in 2006. During the quarter ended March 31, 2007, net cash provided by investing activities was primarily the result of
proceeds from maturities and sales of available-for-sale short-term investments of $32.8 million, partially offset by purchases of available-for-sale short-term investments of $31.8 million and capital expenditures of $983,000. During the quarter
ended March 31, 2006, net cash provided by



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investing activities was primarily the result of proceeds from maturities and sales of available-for-sale short-term investments of $22.2 million, partially
offset by purchases of available-for-sale short-term investments of $12.8 million and capital expenditures of $1.0 million.

Cash flows from
financing activities (as restated). Cash flows from financing activities has historically been driven by the proceeds from issuance of common and preferred stock offset by transactions under our stock repurchase programs. Net cash used in
financing activities was $145,000 for the quarter ended March 31, 2007, a $1.4 million decrease over the same period in 2006. During the quarter ended March 31, 2007, net cash used in financing activities was primarily the result of
$613,000 (as restated) in principal payments on lease financing obligations and $377,000 used to repurchase shares from employees for payment of employee taxes on vesting of share awards and upon exercise of stock options, partially offset by
proceeds of $845,000 from the exercise of stock options by our employees. During the quarter ended March 31, 2006, net cash used in financing activities was attributable to open-market purchases of our common stock under our stock repurchase
program of $977,000 and principal payments of lease financing obligations of $544,000 (as restated).

We use well-regarded investment
management firms to manage our invested cash. Our portfolio of investments managed by these investment managers is primarily composed of highly rated United States corporate obligations, United States government securities, and to a lesser extent,
foreign corporate obligations, certificates of deposit, and money market funds. All investments are made according to guidelines and within compliance of policies approved by the Audit Committee of our board of directors.

We expect that cash requirements for our payroll and other operating costs will continue at or slightly above existing levels. We also expect that we
will continue to acquire capital assets such as computer systems and related software, office and manufacturing equipment, furniture and fixtures, and leasehold improvements, as the need for these items arises. Furthermore, our cash reserves may be
used to strategically acquire other companies, products, or technologies that are complementary to our business.

Our existing cash, cash
equivalents, and investment balances will likely decline during 2007 as a result of our anticipated operating losses. In addition, any weakening of current economic conditions, or changes in our planned cash outlay, could also negatively affect our
existing cash, cash equivalents, and investment balances. However, based on our current business plan and revenue prospects, we believe that our existing cash and short-term investment balances will be sufficient to meet our projected working
capital and other cash requirements for at least the next twelve months. Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the risks detailed later in this discussion in the section titled
Factors That May Affect Future Results of Operations. In the unlikely event that we would require additional financing within this period, such financing may not be available to us in the amounts or at the times that we require,
or on acceptable terms. If we fail to obtain additional financing, when and if necessary, our business would be harmed.

RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 2007, and
the years ended December 31, 2006, 2005, and 2004, the law firm of Wilson Sonsini Goodrich & Rosati, P.C. acted as principal outside counsel to our company. Mr. Sonsini, a director of our company, is a member of Wilson Sonsini
Goodrich & Rosati, P.C.

From time to time, M. Kenneth Oshman, our Chairman of the Board and Chief Executive Officer, uses private
air travel services for business trips for himself and for any employees accompanying him. Prior to January 1, 2005, a company controlled by Armas Clifford Markkula, a director of our company, provided these private air travel services. Our net
expense with respect to such private air travel services is no greater than comparable first class commercial air travel services. Such net outlays to date have not been material.

In June 2000, we entered into a stock purchase agreement with Enel pursuant to which Enel purchased 3.0 million newly issued shares of our common
stock for $130.7 million (see Note 13 to our accompanying condensed consolidated financial statements for additional information on our transactions with Enel). The closing of this stock purchase occurred on September 11, 2000. At the closing,
Enel had agreed that it would not, except under limited circumstances, sell or otherwise transfer any of those shares for a specified time period. That time period expired September 11, 2003. To our knowledge, Enel had not disposed of any of
its 3.0 million shares.

Under the terms of the stock purchase agreement, Enel has the right to nominate a member of our board of
directors. As of April 30, 2007, a representative of Enel has not been appointed to our board.



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At the time we entered into the stock purchase agreement with Enel, we also entered into a research and
development agreement with an affiliate of Enel (the R&D Agreement). Under the terms of the R&D Agreement, we cooperated with Enel to integrate LONWORKS technology into Enels remote metering
management project in Italy, the Contatore Elettronico. We completed the sale of our components and products for the deployment phase of the Contatore Elettronico project during 2005. During 2006, we supplied Enel and its designated manufacturers
with limited spare parts for the Contatore Elettronico system. In October 2006, we entered into a new development and supply agreement and a software enhancement agreement with Enel. Under the development and supply agreement, Enel and its contract
manufacturers will purchase additional electronic components and finished goods from Echelon, assuming certain initial acceptance tests are completed successfully. Under the software enhancement agreement, we will provide software enhancements to
Enel for use in its Contatore Elettronico system. Both the new development and supply agreement and the software enhancement agreement expire in December 2009, although delivery of products and services can extend beyond that date and the agreements
may be extended under certain circumstances.

For the quarters ended March 31, 2007 and 2006, we recognized revenue from products and
services sold to Enel and its designated manufacturers of approximately $1.2 million and $200,000, respectively. As of March 31, 2007, $79,000 of our total accounts receivable balance related to amounts owed by Enel and its designated
manufacturers. As of March 31, 2006, there were no amounts owed to us by Enel or its designated manufacturers.

RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2006, the
FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP) and expands disclosure related to the use of fair value measures in financial statements. SFAS 157 does not expand the use of fair value measures in financial statements, but standardizes its
definition and guidance in GAAP. SFAS 157 emphasizes that fair value is a market-based measurement and not an entity-specific measurement based on an exchange transaction in which the entity sells an asset or transfers a liability (exit price). SFAS
157 establishes a fair value hierarchy from observable market data as the highest level to fair value based on an entitys own fair value assumptions as the lowest level. SFAS 157 is to be effective for our financial statements issued in 2008;
however, earlier application is encouraged. We believe the adoption of SFAS 157 will not have a material impact on our consolidated financial statements.

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS

Interested persons should carefully consider the risks described below in evaluating our company. Additional risks and uncertainties not presently
known to us, or that we currently consider immaterial, may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that
case, the trading price of our common stock would likely decline.

Our NES revenues may not be predictable.

We and our partners sell our NES system to utilities. For several reasons sales cycles with utility companies are generally extended and unpredictable.
Utilities generally have complex budgeting, purchasing, and regulatory processes that govern their capital spending. In addition, in many instances, a utility may require one or more field trials of our NES system before moving to a volume
deployment. There is also generally an extended development and integration effort required in order to incorporate a new technology into a utilitys existing infrastructure. A number of other factors may also need to be addressed before the
utility decides to engage in a full-scale deployment of our NES system, including:



| |  |  | the time it takes for utilities to evaluate multiple competing bids, negotiate terms, and award contracts for large scale metering system deployments;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the deployment schedule for projects undertaken by our utility or systems integrator customers; and
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | delays in installing, operating, and evaluating the results of NES system field trials.
| | - |  | ---------------------------------------------------------------------------------------



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Once a utility decides to move forward with a large-scale deployment of our NES system, the timing of and
our ability to recognize revenue on our NES system product shipments will depend on several factors. These factors, which may not be under our control, include shipment schedules that may be subject to modification, and other contractual provisions,
such as customer acceptance of all or any part of the system. In addition, the complex revenue recognition rules relating to products such as our NES system may also require us to defer some or all of the revenue associated with NES product
shipments until certain conditions are met in a future period. As a consequence, our ability to predict the amount of NES revenues that we may expect to recognize in any given fiscal quarter is likely to be limited. As NES revenues account for an
increasing percentage of our overall revenues, investors will have increasing difficulty in projecting our financial results.

Sales of our NES system
may fail to meet our financial targets.

We have invested and intend to continue to invest significant resources in the development and
sales of our NES system. Our long-term financial goals include expectations for a reasonable return on these investments. However, to date the revenues generated from sales of our NES system products have yielded very little gross profit, while our
NES related operating expenses have increased significantly. Additionally, gross margins on our NES system offerings are currently lower than gross margins on our other product offerings.

In order to achieve our financial targets, we must meet the following objectives:



| |  |  | Increase market acceptance of our NES system products in order to increase revenues;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Increase gross margin from our NES revenues by reducing the cost of manufacturing our NES system products; and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Manage our operating expenses to a reasonable percentage of revenues.
| | - |  | ---------------------------------------------------------------------

We cannot assure you that we will meet any or all of these objectives to the extent necessary to achieve our financial goals.

We depend on a limited number of key suppliers.

Our
future success will depend significantly on our ability to timely manufacture our products cost-effectively, in sufficient volumes, and in accordance with quality standards. For most of our products requiring assembly, we rely on a limited number of
contract electronic manufacturers (CEMs), principally WKK Technology, TYCO TEPC/Transpower, and Flextronics. These CEMs procure material and assemble, test, and inspect the final products to our specifications. This strategy involves certain risks,
including reduced control over quality, costs, delivery schedules, availability of materials, components, and finished products, and manufacturing yields. In addition, CEMs can experience turnover and instability, exposing us to additional risks as
well as missed commitments to our customers.

We also maintain manufacturing agreements with a limited number of semiconductor
manufacturers for the production of key products, including those used in our NES system. The Neuron Chip, which is an important component that we and our customers use in control network devices, is currently manufactured and distributed by two
providers, Toshiba and Cypress Semiconductor. Another semiconductor supplier, STMicroelectronics, manufactures our power line smart transceiver products, for which we have no alternative source. In addition, we currently purchase several key
products and components from sole or limited source suppliers with which we do not maintain signed agreements that would obligate them to supply to us on negotiated terms.



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We cannot be certain that these and other key suppliers will continue to supply us with critical products
or components. If any of our key suppliers were to stop manufacturing our products or supplying us with our key components, it could be expensive and time-consuming to find a replacement. There is no guarantee that we would be able to find an
acceptable alternative source. Additional risks that we face if we must transition between CEMs include:



| |  |  | moving raw material and in-process inventory between locations in different parts of the world;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | reestablishing acceptable manufacturing processes with a new work force; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | exposure to excess or obsolete inventory held by contract manufacturers for use in our products.
| | - |  | ------------------------------------------------------------------------------------------------

The failure of any key manufacturer to produce products on time, at agreed quality levels, and fully compliant with our product, assembly and test
specifications could adversely affect our revenues and gross profit, and could result in claims against us by our customers, which could harm our results of operations and financial position.

We may incur penalties and/or be liable for damages with respect to sales of our NES system products.

In the event of late deliveries, late or improper installations or operations, failure to meet product specifications or other product failures, failure
to achieve performance specifications, indemnities or other compliance issues, the agreements governing the sales of the NES system will expose us to penalties, damages and other liabilities. Any such liabilities would have an adverse effect on our
financial condition and operating results.

Our products use components or materials that may be subject to price fluctuations, shortages, or
interruptions of supply.

We may be vulnerable to price increases for products, components, or materials, such as copper and cobalt. In
addition, in the past we have occasionally experienced shortages or interruptions in supply for certain of these items, including products or components that have been or will be discontinued, which caused us to delay shipments beyond targeted or
announced dates. To help address these issues, we may decide to purchase quantities of these items that are in excess of our estimated requirements. As a result, we could be forced to increase our excess and obsolete inventory reserves to provide
for these excess quantities, which could harm our operating results.

If we experience any shortage of products or components of acceptable
quality, or any interruption in the supply of these products or components, or if we are not able to procure them from alternate sources at acceptable prices and within a reasonable period of time, our revenues, gross profits or both could decrease.
In addition, under the terms of some of our contracts with our customers, we may also be subject to penalties if we fail to deliver our products on time.

The markets for our products are highly competitive.

Competition in our markets is intense and involves rapidly changing
technologies, evolving industry standards, frequent new product introductions, and rapid changes in customer requirements. In each of our markets, we compete with a wide array of manufacturers, vendors, strategic alliances, systems developers and
other businesses.

The principal competitive factors that affect the markets for our products include the following:



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



| |  |  | the price and features of our products such as adaptability, scalability, functionality, ease of use, and the ability to integrate with other products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our product reputation, quality, performance, and conformance with established industry standards;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | our customer service and support;
| | - |  | ---------------------------------



| |  |  | warranties, indemnities, and other contractual terms; and
| | - |  | ---------------------------------------------------------



| |  |  | customer relationships and market awareness.
| | - |  | --------------------------------------------



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Competitors for our NES system products include the Bayard Capital group of companies, DCSI, Elster,
General Electric, Iskraemeco, Itron/Actaris, Kamstrup, Sensus, and Siemens who directly or through IT integrators such as IBM or telecommunications companies such as Telenor offer metering systems that compete with our NES system offering.

For our LWI products, our competitors include some of the largest companies in the electronics industry, operating either alone or
together with trade associations and partners. Key company competitors include companies such as Siemens in the building industry; Allen-Bradley (a subsidiary of Rockwell Automation), Groupe Schneider and Siemens in the industrial automation
industry; Siemens in the transportation industry; and Zensys in the home control market. Key industry standard and trade group competitors include BACnet, DALI, and Konnex in the buildings industry; DeviceNet, HART, and Profibus in the industrial
control market; DLMS in the utility industry; Echonet, Zigbee and the Z-Wave alliance in the home control market; and the Train Control Network (TCN) in the rail transportation market. Each of these standards and/or alliances is backed by one or
more competitors. For example, the Zigbee alliance includes over 150 member companies with promoter members such as Eaton, Freescale, Motorola, Texas Instruments, STMicroelectronics, Ember, Siemens, Honeywell, Mitsubishi Electric, Samsung, Schneider
Electric, Tendril, Huawei Technologies, and Philips.

Many of our competitors, alone or together with their trade associations and
partners, have significantly greater financial, technical, marketing, service and other resources, significantly greater name recognition, and broader product offerings. In addition, the utility metering market is experiencing a trend towards
consolidation. As a result, these competitors may be able to devote greater resources to the development, marketing, and sale of their products, and may be able to respond more quickly to changes in customer requirements or product technology. If we
are unable to compete effectively in any of the markets we serve, our revenues, results of operations, and financial position would be harmed.

Liabilities resulting from defects in or misuse of our products, whether or not covered by insurance, may delay our revenues and increase our liabilities and expenses.

Our products may contain undetected errors or failures when first introduced, as new versions are released, or as a result of the manufacturing process.
In addition, our customers or their installation partners may improperly install or implement our products, which could delay completion of a deployment or hinder our ability to win a subsequent award. Furthermore, because of the low cost and
interoperable nature of our products, LONWORKS technology could be used in a manner for which it was not intended.

If errors or failures
are found in our products, we may not be able to successfully correct them in a timely manner, or at all. Such errors or failures could delay our product shipments and divert our engineering resources while we attempt to correct them. In addition,
we could decide to extend the warranty period, or incur other costs outside of our normal warranty coverage, to help address any known errors or failures in our products and mitigate the impact on our customers.

To address these issues, the agreements we maintain with our customers may contain provisions intended to limit our exposure to potential errors and
omissions claims as well as any liabilities arising from them. In certain very limited instances, these agreements require that we be named as an additional insured on our customers insurance policies. However, our customer contracts and
additional insured coverage may not effectively protect us against the liabilities and expenses associated with errors or failures attributable to our products.

Defects in our products may also cause us to be liable for losses in the event of property damage, harm or death to persons, claims against our directors or officers, and the like. Such liabilities could harm our
reputation, expose our company to liability, and adversely affect our operating results and financial position.

To help reduce our
exposure to these types of liabilities, we currently maintain property, general commercial liability, errors and omissions, directors and officers, and other lines of insurance. However, it is possible that such insurance may not be available in the
future or, if available, may be insufficient in amount to cover any particular claim, or we might not carry insurance that covers a specific claim. In addition, we believe that the premiums for the types of insurance we carry will continue to
fluctuate from period to period. Significant cost increases could also result in increased premiums or reduced coverage limits. Consequently, if we elect to reduce our coverage, or if we do not carry insurance for a particular type of claim, we will
face increased exposure to these types of claims.



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If we do not maintain adequate distribution channels, our revenues will be harmed.

We market our NES system products directly, as well as through selected VARs and integration partners. We believe that a significant portion of our NES
system sales will be made through our VARs and integration partners, rather than directly by our company. To date, our VARs and integration partners have greater experience in overseeing projects for utilities. As a result, if our relationships with
our VARs and integration partners are not successful, or if we are not able to create similar distribution channels for our NES system products with other companies in various geographic areas, revenues from sales of our NES system products may not
meet our financial targets, which will harm our operating results and financial condition.

Currently, significant portions of our LWI
revenues are derived from sales to distributors, including EBV, the primary independent distributor of our products to OEMs in Europe. Historically, sales to EBV, as well as sales to our other distributor partners, have accounted for a substantial
portion of our total LWI revenues. Agreements with our distributor partners are generally renewed on an annual basis. If any of these agreements are not renewed, we would be required to locate another distributor or add our own distribution
capability to meet the needs of our end-use customers. Any replacement distribution channel could prove less effective than our current arrangements. In addition, if any of our distributor partners fail to dedicate sufficient resources to market and
sell our products, our revenues would suffer. Furthermore, if they significantly reduce their inventory levels for our products, service levels to our end-use customers could decrease.

We face financial and operational risks associated with international operations.

We have operations
located in nine countries around the world. Revenues from international sales, which include both export sales and sales by international subsidiaries, accounted for about 89.2% of our total net revenues for the quarter ended March 31, 2007,
and 55.7% of our total net revenues for the same period in 2006. We expect that international sales will constitute an even more significant portion of our total net revenues as our NES revenues, which currently result predominantly from
international sales, will increase significantly in 2007 as compared to 2006.

Changes in the value of currencies in which we conduct our
business relative to the U.S. dollar could cause fluctuations in our reported financial results. The three primary areas where we are exposed to foreign currency fluctuations are revenues, cost of goods sold, and operating expenses.

With respect to revenues generated in foreign currencies, our historical foreign currency exposure has been related primarily to the Japanese Yen and has
not been material to our consolidated results of operations. However, in the future, we expect that some foreign utilities may require us to price our NES system in the utilitys local currency, which will increase our exposure to foreign
currency risk. In addition, we have agreed with EBV, our European distributor, that upon notice from EBV, we will sell our products to EBV in European Euros rather than U.S. dollars. If EBV were to exercise this right, our revenue exposure to
foreign currency fluctuations would increase.

For our cost of goods sold, the majority of our products are assembled by CEMs in China, and
to a lesser extent, in the European Union, although our transactions with these vendors have historically been denominated in U.S. dollars. These vendors may require us to pay in their local currency, or demand a U.S. dollar price adjustment or
other payment to address a change in exchange rates, which would increase our cost to procure our products. This is particularly a risk in China, where any future revaluations of the Chinese currency against the U.S. dollar could result in
significant cost increases.

We use the local currency to pay for our operating expenses in the various countries where we have operations.
If the value of the U.S. dollar declines as compared to the local currency where the expenses are incurred, our expenses, when translated back into U.S. dollars, will increase.

To date, we have not hedged any of our foreign currency exposures and currently do not maintain any hedges to mitigate our foreign currency risks.
Consequently, any resulting adverse foreign currency fluctuations could significantly harm our revenues, cost of goods sold, or operating expenses.



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Additional risks inherent in our international business activities include the following:



| |  |  | costs of localizing products for foreign countries and lack of acceptance of non-local products in foreign countries;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | inherent challenges in managing international operations;
| | - |  | ---------------------------------------------------------



| |  |  | the burdens of complying with a wide variety of foreign laws and unexpected changes in regulatory requirements, tariffs, and other trade barriers;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | economic and political conditions in the countries where we do business;
| | - |  | ------------------------------------------------------------------------



| |  |  | differing vacation and holiday patterns in other countries, particularly in Europe;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | labor actions generally affecting individual countries, regions, or any of our customers, which could result in reduced demand for our products;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | international terrorism and anti-American sentiment; and
| | - |  | --------------------------------------------------------



| |  |  | potentially adverse tax consequences, including restrictions on repatriation of earnings.
| | - |  | -----------------------------------------------------------------------------------------

Any of these factors could have a material adverse effect on our revenues, results of operations, and our financial condition.

The sales cycle for our LWI products is lengthy and unpredictable.

The sales cycle between initial LWI customer contact and execution of a contract or license agreement with a customer or purchase of our products, can vary widely. Initially, we must educate our customers about the
potential applications of and cost savings associated with our products. If we are successful in this effort, OEMs typically conduct extensive and lengthy product evaluations before making a decision to design our products into their offerings. Once
the OEM decides to incorporate our products, volume purchases of our products are generally delayed until the OEMs product development, system integration, and product introduction periods have been completed. In addition, changes in our
customers budgets, or the priority they assign to control network development, could also affect the sales cycle.

We generally have
little or no control over these factors, any of which could prevent or substantially delay our ability to complete a transaction and could adversely affect the timing of our revenues and results of operations.

If we sell our NES system products directly to a utility, we will face additional risks.

If we sell our NES system products to a utility directly, we may be required to assume responsibility for installing the NES system in the utilitys
territory, integrating the NES system into the utilitys operating and billing system, overseeing management of the combined system, and undertaking other activities. To date, we do not have any significant experience with providing these
types of services. As a result, if we sold directly to a utility, it may be necessary for us to contract with third parties to satisfy these obligations. We cannot assure you that we would find appropriate third parties to provide these services on
reasonable terms, or at all. Assuming responsibility for these or other services would add to the costs and risks associated with NES system installations, and could also negatively affect the timing of our revenues and cash flows related to
these transactions.



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Fluctuations in our operating results may cause our stock price to decline.

Our quarterly and annual results have varied significantly from period to period, and we have sometimes failed to meet securities analysts
expectations. Moreover, we have a history of losses and although we achieved profitability in prior years, we expect to incur substantial losses again in 2007.Our future operating results will depend on many factors, many of which are
outside of our control, including the following:



| |  |  | the mix of products and services that we sell may change to a less profitable mix;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the complex revenue recognition rules relating to products such as our NES system could require us to defer some or all of the revenue associated with NES product
shipments until certain conditions, such as acceptance criteria, are met in a future period;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our contract electronic manufacturers may not be able to provide quality products on a timely basis, especially during periods where capacity in the CEM market is
limited;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | shipment and payment schedules may be delayed;
| | - |  | ----------------------------------------------



| |  |  | our products may not be manufactured in accordance with specifications or our established quality standards, or may not perform as designed;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our products may not be accepted by utilities, OEMs, systems integrators, service providers and end-users at the levels we project;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | downturns in any customers or potential customers business, or declines in general economic conditions, could cause significant reductions in capital
spending, thereby reducing the levels of orders from our customers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | recording of expense relating to equity compensation as required under Statement of Financial Accounting Standard (SFAS) 123R,Share-Based Payment, will
decrease our earnings;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may incur costs associated with any future business acquisitions; and
| | - |  | ------------------------------------------------------------------------



| |  |  | results of impairment tests for goodwill and other intangible assets in accordance with SFAS 142, Goodwill and Other Intangible Assets, with respect to
goodwill and other identified intangible assets that we acquired in the past or that we may acquire in the future may negatively affect our earnings and financial condition.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any of the above factors could, individually or in the aggregate, have a material adverse effect on our results of operations and our financial
condition, which could cause our stock price to decline.

We may be unable to promote and expand acceptance of our open, interoperable control systems
over competing protocols, standards, or technologies.

LONWORKS technology is open, meaning that many of our technology patents are
broadly licensed without royalties or license fees. As a result, our customers are able to develop hardware and software solutions that compete with some of our products. Because some of our customers are OEMs that develop and market their own
control systems, these customers in particular could develop competing products based on our open technology. For instance, we have published all of the network management commands required to develop software that competes with our LNS software.

In addition, many of our competitors are dedicated to promoting closed or proprietary systems, technologies, software and network
protocols or product standards that differ from or are incompatible with ours. We also face strong competition from large trade associations that promote alternative technologies and standards for particular vertical applications or for use in
specific countries. These include BACnet, DALI, and KNX in the buildings market; DeviceNet, HART, and ProfiBus in the industrial controls market; TCN in the rail transportation market, DLMS in the metering market, and Echonet, Zigbee, and Z-Wave in
the home control market.

Our technologies, protocols, or standards may not be successful or we may not be able to compete with new or
enhanced products or standards introduced by our competitors, which would have a material adverse affect on our revenues, results of operations, and financial condition.



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Our business may suffer if it is alleged or found that our products infringe the intellectual property rights of
others.

We may be contractually obligated to indemnify our customers or other third parties that use our products
in the event our products are alleged to infringe a third partys intellectual property rights. From time to time, we may also receive notice that a third party believes that our products may be infringing patents or other intellectual property
rights of that third party. Responding to those claims, regardless of their merit, can be time consuming, result in costly litigation, divert managements attention and resources, and cause us to incur significant expenses.

As the result of such a claim, we may elect or be required to redesign our products, some of our product offerings could be delayed, or we could be
required to cease distributing some of our products. In the alternative, we could seek a license to the third partys intellectual property. Even if our products do not infringe, we may elect to take a license or settle to avoid incurring
litigation costs. However, it is possible that we would not be able to obtain such a license or settle on reasonable terms, or at all.

Lastly, our customers may not purchase our products if they are concerned our products may infringe third party intellectual property rights. This could reduce the market opportunity for the sale of our products and services.

Any of the foregoing risks could have a material adverse affect on our revenues, results of operations, and financial condition.

We have limited ability to protect our intellectual property rights.

Our success depends significantly upon our intellectual property rights. We rely on a combination of patent, copyright, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to
establish, maintain and protect these intellectual property rights, all of which afford only limited protection. If any of our patents fail to protect our technology, or if we do not obtain patents in certain countries, our competitors may find it
easier to offer equivalent or superior technology.

We have also registered or applied for registration for certain trademarks, and will
continue to evaluate the registration of additional trademarks as appropriate. If we fail to properly register or maintain our trademarks or to otherwise take all necessary steps to protect our trademarks, the value associated with the trademarks
may diminish. In addition, if we fail to protect our trade secrets or other intellectual property rights, we may not be able to compete as effectively in our markets.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or use information that we regard as proprietary. Any of our patents, trademarks,
copyrights or intellectual property rights could be challenged, invalidated or circumvented. In addition, we cannot assure you that we have taken or will take all necessary steps to protect our intellectual property rights. Third parties may also
independently develop similar technology without breach of our trade secrets or other proprietary rights. In addition, the laws of some foreign countries, including several in which we operate or sell our products, do not protect proprietary rights
to as great an extent as do the laws of the United States and it may take longer to receive a remedy from a court outside of the United States. Also, some of our products are licensed under shrink-wrap license agreements that are not signed by
licensees and therefore may not be binding under the laws of certain jurisdictions.

From time to time, litigation may be necessary to
defend and enforce our proprietary rights. As a result, we could incur substantial costs and divert management resources, which could harm our business, regardless of the final outcome. Despite our efforts to safeguard and maintain our proprietary
rights both in the United States and abroad, we may be unsuccessful in doing so. Also, the steps that we take to safeguard and maintain our proprietary rights may be inadequate to deter third parties from infringing, misusing, misappropriating, or
independently developing our technology or intellectual property rights, or to prevent an unauthorized third party from misappropriating our products or technology.



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Our executive officers and technical personnel are critical to our business.

Our companys success depends substantially on the performance of our executive officers and key employees. Due to the specialized technical nature
of our business, we are particularly dependent on our Chief Executive Officer, our President and Chief Operating Officer, and our technical personnel. Our future success will depend on our ability to attract, integrate, motivate and retain qualified
technical, sales, operations, and managerial personnel, as well as our ability to successfully implement a plan for management succession.

Competition for qualified personnel in our business areas is intense, and we may not be able to continue to attract and retain qualified executive officers and key personnel. Our product development and marketing functions are largely based
in Silicon Valley, which is a highly competitive marketplace. It may be particularly difficult to recruit, relocate and retain qualified personnel in this geographic area. Moreover, the cost of living, including the cost of housing, in Silicon
Valley is known to be high. Because we are legally prohibited from making loans to executive officers, we will not be able to assist potential key personnel as they acquire housing or incur other costs that might be associated with joining our
company. In addition, if we lose the services of any of our key personnel and are not able to find suitable replacements in a timely manner, our business could be disrupted, other key personnel may decide to leave, and we may incur increased
operating expenses in finding and compensating their replacements.

The trading price of our stock has been volatile, and may fluctuate due to factors
beyond our control.

The trading price of our common stock is subject to significant fluctuations in response to numerous factors,
including the following:



| |  |  | significant stockholders may sell some or all of their holdings of our stock;
| | - |  | -----------------------------------------------------------------------------



| |  |  | investors may be concerned about our ability to develop additional customers for our products and services;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | volatility in our stock price may be unrelated or disproportionate to our operating performance; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | our stock has very limited analyst coverage.
| | - |  | --------------------------------------------

Any of these factors could have a negative impact on the market price of our stock.

Voluntary standards and governmental regulatory actions in
our markets could limit our ability to sell our products.

Standards bodies, which are formal and informal associations that attempt to
set voluntary, non-governmental product standards, are influential in many of our target markets. We participate in many voluntary standards organizations around the world in order to both help prevent the adoption of exclusionary standards and to
promote voluntary standards for our products. However, we do not have the resources to participate in all voluntary standards processes that may affect our markets.

In addition, many of our products and the industries in which they are used are subject to U.S. and foreign regulation. For example, the power line medium, which is the communications medium used by some of our
products, is subject to special regulations in North America, Europe and Japan. In general, these regulations limit the ability of companies to use power lines as a communication medium. In addition, some of our competitors have attempted to use
regulatory actions to reduce the market opportunity for our products or to increase the market opportunity for their own products.

The
adoption of voluntary standards or the passage of governmental regulations that are incompatible with our products or technology could limit the market opportunity for our products, which could harm our revenues, results of operations, and financial
condition.

Our existing stockholders control a significant percentage of our stock, which will limit other stockholders ability to influence
corporate matters.

As of April 30, 2007, our directors and executive officers, together with certain entities affiliated with them
(including, for this purpose, Enel, which has the right to nominate a director to our board of directors), beneficially owned 36.0% of our outstanding stock.



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When we sold 3.0 million newly issued shares of our common stock to Enel on September 11, 2000,
we granted Enel the right to nominate a director to our board of directors, although a representative of Enel does not currently sit on our board. In connection with the stock sale, our directors and our Chief Financial Officer agreed to enter into
a voting agreement with Enel in which each of them agreed to vote in favor of Enels nominee to our board of directors. In addition, Enel agreed to vote for our boards recommendations for the election of directors, approval of
accountants, approval of Echelons equity compensation plans, and certain other matters. As a result, our directors and executive officers, together with certain entities affiliated with them, may be able to control substantially all matters
requiring approval by our stockholders, including the election of all directors and approval of certain other corporate matters.

Natural disasters,
power outages, and other factors outside of our control such as widespread pandemics could disrupt our business.

We must protect our
business and our network infrastructure against damage from earthquake, flood, hurricane and similar events, as well as from power outages. A natural disaster, power outage, or other unanticipated problem could also adversely affect our business by,
among other things, harming our primary data center or other internal operations, limiting our ability to communicate with our customers, and limiting our ability to sell our products. We do not insure against several natural disasters, including
earthquakes.

Any outbreak of a widespread communicable disease pandemic could similarly impact our operations. Such impact could include,
among other things, the inability for our sales and operations personnel located in affected regions to travel and conduct business freely, the impact any such disease may have on one or more of the distributors for our products in those regions,
and increased supply chain costs. Additionally, any future health-related disruptions at our third-party contract manufacturers or other key suppliers could affect our ability to supply our customers with products in a timely manner, which would
harm our results of operations.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|------- | -----------------------------------------------------------

We have not experienced any material change in our exposure to interest rate and foreign currency risks since the date of our Annual Report on Form 10-K for the year ended December 31, 2006.

Market Risk Disclosures. The following discussion about our market risk disclosures involves forward-looking statements. Actual
results could differ materially from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments to hedge
these exposures.

Interest Rate Sensitivity. We maintain a short-term investment portfolio consisting mainly of fixed income
securities with a weighted average maturity of less than one year. These available-for-sale securities are subject to interest rate risk and will fall in value if market interest rates increase. If market rates were to increase immediately and
uniformly by 10% from levels at March 31, 2007 and March 31, 2006, the fair value of the portfolio would decline by an immaterial amount. We currently intend to hold our fixed income investments until maturity, and therefore we would not
expect our operating results or cash flows to be affected to any significant degree by a sudden change in market interest rates. If necessary, we may sell short-term investments prior to maturity to meet the liquidity needs of the company.

Foreign Currency Exchange Risk. We have international subsidiaries and operations and are, therefore, subject to foreign
currency rate exposure. To date, our exposure to exchange rate volatility has not been significant. If foreign exchange rates were to fluctuate by 10% from rates at March 31, 2007, and March 31, 2006, our financial position and results of
operations would not be materially affected. However, we could experience a material impact in the future.



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|ITEM 4. | CONTROLS AND PROCEDURES (As Restated)
|------- | -------------------------------------

Evaluation of
Effectiveness of Disclosure Controls and Procedures

We have designed our disclosure controls and procedures to ensure that
information we are required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. As of the end of the period covered by this
Quarterly Report on Form 10-Q/A, under the supervision of our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such terms are defined in Rule 13a-15(e)
and Rule 15d-15(e) under the Securities and Exchange Act of 1934. Based on this evaluation and considering the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and our Chief Financial
Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2007.

In the Companys
previously filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, we concluded that the Companys disclosure controls and procedures as of March 31, 2007 were effective. However, in April 2008, the Company
identified the following material weaknesses in our internal control over financial reporting, which resulted in the need to restate our previously issued financial statements:



| |  |  | We lacked policies and procedures for the timely review of the amortization settings within our third-party equity compensation software application; these settings
ensure that the automated calculation of stock-based compensation expense uses our selected method of amortization under SFAS 123R; and,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We lacked effectively designed policies and procedures for the accounting and disclosure of our San Jose, California facilities leases.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our companys annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control Over Financial Reporting

There was no change in our internal
control over financial reporting (as defined in Rule 13a-15(e) of the Exchange Act) that occurred during the quarter ended March 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

Subsequent to March 31, 2008, we have or are planning to take the following actions to address the material
weaknesses in our internal control over financial reporting noted above:



| |  |  | develop reports to show critical inputs within our third-party equity compensation software application;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | implement controls to ensure an appropriate and timely review of all critical input settings within our equity compensation software application;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide additional training for all employees who are users of the equity compensation software application or the information reported by the application; and,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | design and implement controls to properly account and provide required disclosures for our San Jose, California headquarters facilities leases.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

In conjunction with the restatement, we reviewed all amortization settings and corrected the settings within our
third-party equity compensation software application to ensure proper amortization of stock-based compensation expense. We have also corrected the accounting for our San Jose, California headquarters facilities leases.

We believe as a result of the actions we have taken in conjunction with the restatement, the information contained in this Form 10-Q/A fairly
presents, in all material respects, our financial condition and results of operations for the periods contained therein.



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PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

For a discussion regarding our
legal proceedings and matters, please refer to the Legal Actions section of Note 8, Commitments and Contingencies, to our condensed consolidated financial statements included under Item 1 of Part I, Financial Information, which
information is incorporated herein by reference.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

A restated description of the risk
factors associated with our business is included under Risk Factors in Managements Discussion and Analysis of Financial Condition and Results of Operations, contained in Item 2 of Part I of this report. This
description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Item 1A of our 2006 Annual Report on Form 10-K and is incorporated herein by reference.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

In March and August 2004, our board of directors approved a stock repurchase program, which authorizes us to repurchase up to 3.0 million shares of our common stock in the open market, in accordance with Rule 10b-18 and other
applicable laws, rules and regulations. The board of directors extended the term of the stock repurchase program in March 2006 and again in February 2007. Since inception, we have repurchased a total of 2,204,184 shares under the program at a cost
of $16.1 million. As of March 31, 2007, 795,816 shares are available for repurchase. The stock repurchase program will expire in March 2008. The following table provides information about the repurchase of our common stock during the quarter
ended March 31, 2007:



|                       |  |                                   |  |                            |      |                                                                              |   |                                                                               |        
|---------------------- |  | --------------------------------- |  | -------------------------- | ---- | ---------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------- | -------
|Period                 |  | TotalNumber ofSharesPurchased (1) |  | AveragePrice Paidper Share |      | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plans orPrograms |   | MaximumNumber of Sharesthat May Yet BePurchased Underthe Plans orPrograms (1)
|January 1-January 31   |  | 42,708                            |  | $                          | 7.94 |                                                                              |  |                                                                               | 795,816
|February 1-February 28 |  | 20,491                            |  | $                          | 8.63 |                                                                              |  |                                                                               | 795,816
|March 1-March 31       |  | 11,682                            |  | $                          | 9.57 |                                                                              |  |                                                                               | 795,816
|                       |  |                                   |  |                            |      |                                                                              |   |                                                                               |        
|Total                  |  | 74,881                            |  | $                          | 8.38 |                                                                              |  |                                                                               | 795,816
|                       |  |                                   |  |                            |      |                                                                              |   |                                                                               |        



|(1) | Shares purchased that were not part of our publicly announced repurchase program represent those shares surrendered to us by employees in order to satisfy stock-for-stock option
exercises and/or withholding tax obligations related to stock-based compensation. These purchases do not reduce the number of shares that may yet be purchased under our publicly announced repurchase program.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 6. | EXHIBITS
|------- | --------



|            |  |                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                                                                                                   
|            | 
|31.1        |  | Certificate of Echelon Corporation Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     
|            | 
|31.2        |  | Certificate of Echelon Corporation Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     
|            | 
|32          |  | Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished
herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                     |  |                         |  |                                                                         
|------------------ |  |  |  | ------------------- |  | ----------------------- |  | ------------------------------------------------------------------------
|                   |  |  |  | ECHELON CORPORATION
|                   |  |  | 
|Date: May 16, 2008 |  |  |  | By:                 |  | /s/ Oliver R. Stanfield
|                   |  |  |  |                     |  |                         |  | Oliver R. Stanfield,                                                    
|                   |  |  |  |                     |  |                         |  | Executive Vice President and Chief Financial Officer                    
|                   |  |  |  |                     |  |                         |  | (Duly Authorized Officer and Principal Financial and Accounting Officer)



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                                                                                                   
|            | 
|31.1        |  | Certificate of Echelon Corporation Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     
|            | 
|31.2        |  | Certificate of Echelon Corporation Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                     
|            | 
|32          |  | Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished
herewith.



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