##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q





(Mark one)

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

For the quarterly period ended June 30, 2008

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 |  | (IRS Employer         
|incorporation or organization)  |  | 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 smallerreporting 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 July 31, 2008, 40,763,432 shares of the registrants common stock were outstanding.









---

##### Table of Contents

ECHELON CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2008

INDEX



|              |  |                                                                                                                           |  |     
|------------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                                                           |  | Page
|Part I.       |  | FINANCIAL INFORMATION                                                                                                     |  | 3   
|Item 1.       |  | Unaudited Condensed Consolidated Financial Statements                                                                     |  | 3   
|              |  | Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007                                           |  | 3   
|              |  | Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2008 and June 30, 2007 |  | 4   
|              |  | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and June 30,
2007                  |  | 5   
|              |  | Notes to Condensed Consolidated Financial Statements                                                                      |  | 6   
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                     |  | 16  
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risks                                                               |  | 39  
|Item 4.       |  | Controls and Procedures                                                                                                   |  | 40  
|              |  |                                                                                                                          
|Part II.      |  | OTHER INFORMATION                                                                                                         |  | 41  
|Item 1.       |  | Legal Proceedings                                                                                                         |  | 41  
|Item 1A.      |  | Risk Factors                                                                                                              |  | 41  
|Item 2.       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                               |  | 41  
|Item 4.       |  | Submission of Matters To A Vote of Security Holders                                                                       |  | 41  
|Item 6.       |  | Exhibits                                                                                                                  |  | 42  
|              | 
|SIGNATURE     |  | 42                                                                                                                       
|EXHIBIT INDEX |  | 43                                                                                                                       

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.



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



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

ECHELON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                                             |  |              |          |   |                  |   |          |  
|------------------------------------------------------------ |  | ------------ | -------- | - | ---------------- | - | -------- | -
|                                                             |  | June 30,2008 |          |   | December 31,2007 |  
|ASSETS                                                       |  |              |          |   |                  |   |          |  
|CURRENT ASSETS:                                              |  |              |          |   |                  |   |          |  
|Cash and cash equivalents                                    |  | $            | 77,877   |   |                  | $ | 76,062   |  
|Short-term investments                                       |  |              | 27,772   |   |                  |   | 31,128   |  
|Accounts receivable, net(1)                                  |  |              | 15,248   |   |                  |   | 33,469   |  
|Inventories                                                  |  |              | 18,631   |   |                  |   | 14,012   |  
|Deferred cost of goods sold                                  |  |              | 4,365    |   |                  |   | 6,656    |  
|Other current assets                                         |  |              | 4,103    |   |                  |   | 2,092    |  
|                                                             |  |              |          |   |                  |   |          |  
|Total current assets                                         |  |              | 147,996  |   |                  |   | 163,419  |  
|                                                             |  |              |          |   |                  |   |          |  
|Property and equipment, net (note 3)                         |  |              | 41,194   |   |                  |   | 30,776   |  
|Goodwill                                                     |  |              | 8,768    |   |                  |   | 8,548    |  
|Other long-term assets                                       |  |              | 2,017    |   |                  |   | 1,964    |  
|                                                             |  |              |          |   |                  |   |          |  
|TOTAL ASSETS                                                 |  | $            | 199,975  |   |                  | $ | 204,707  |  
|                                                             |  |              |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                         |  |              |          |   |                  |   |          |  
|CURRENT LIABILITIES:                                         |  |              |          |   |                  |   |          |  
|Accounts payable                                             |  | $            | 9,879    |   |                  | $ | 12,945   |  
|Accrued liabilities                                          |  |              | 5,273    |   |                  |   | 4,551    |  
|Current portion lease financing obligations (note 7)         |  |              | 1,376    |   |                  |   | 2,900    |  
|Deferred revenues                                            |  |              | 11,449   |   |                  |   | 16,312   |  
|                                                             |  |              |          |   |                  |   |          |  
|Total current liabilities                                    |  |              | 27,977   |   |                  |   | 36,708   |  
|                                                             |  |              |          |   |                  |   |          |  
|LONG-TERM LIABILITIES:                                       |  |              |          |   |                  |   |          |  
|Lease financing obligations, net of current portion (note 7) |  |              | 26,084   |   |                  |   | 13,151   |  
|Other long-term liabilities                                  |  |              | 1,610    |   |                  |   | 1,637    |  
|                                                             |  |              |          |   |                  |   |          |  
|Total long-term liabilities                                  |  |              | 27,694   |   |                  |   | 14,788   |  
|                                                             |  |              |          |   |                  |   |          |  
|STOCKHOLDERS EQUITY:                                        |  |              |          |   |                  |   |          |  
|Common stock                                                 |  |              | 434      |   |                  |   | 432      |  
|Additional paid-in capital                                   |  |              | 306,103  |   |                  |   | 298,556  |  
|Treasury stock                                               |  |              | (21,893  | ) |                  |   | (19,259  | )
|Accumulated other comprehensive income                       |  |              | 2,114    |   |                  |   | 1,718    |  
|Accumulated deficit                                          |  |              | (142,454 | ) |                  |   | (128,236 | )
|                                                             |  |              |          |   |                  |   |          |  
|Total stockholders equity                                   |  |              | 144,304  |   |                  |   | 153,211  |  
|                                                             |  |              |          |   |                  |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                   |  | $            | 199,975  |   |                  | $ | 204,707  |  
|                                                             |  |              |          |   |                  |   |          |  



|(1) | Includes related party amounts of $499 as of June 30, 2008 and $3,000 as of December 31, 2007. See Note 12 for
additional information on related party transactions.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial
statements.



3



---

##### Table of Contents

ECHELON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per
share amounts)

(Unaudited)



|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                              |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                              |  | 2008                       |        |   | 2007                     |   |        | 2008 |  |   | 2007    |  
|REVENUES:                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Product                                                       |  | $                          | 31,466 |   |                          | $ | 26,437 |      |  | $ | 66,133  |   |  | $ | 65,514  |  
|Service                                                       |  |                            | 691    |   |                          |   | 259    |      |  |   | 1,619   |   |  |   | 451     |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Total revenues(2)                                             |  |                            | 32,157 |   |                          |   | 26,696 |      |  |   | 67,752  |   |  |   | 65,965  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|COST OF REVENUES:                                             |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Cost of product(1)                                            |  |                            | 18,751 |   |                          |   | 15,331 |      |  |   | 41,283  |   |  |   | 43,965  |  
|Cost of service(1)                                            |  |                            | 675    |   |                          |   | 505    |      |  |   | 1,388   |   |  |   | 988     |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Total cost of revenues                                        |  |                            | 19,426 |   |                          |   | 15,836 |      |  |   | 42,671  |   |  |   | 44,953  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|GROSS PROFIT                                                  |  |                            | 12,731 |   |                          |   | 10,860 |      |  |   | 25,081  |   |  |   | 21,012  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|OPERATING EXPENSES:                                           |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Product development(1)                                        |  |                            | 9,402  |   |                          |   | 8,118  |      |  |   | 18,438  |   |  |   | 15,896  |  
|Sales and marketing(1)                                        |  |                            | 6,162  |   |                          |   | 4,968  |      |  |   | 12,167  |   |  |   | 10,395  |  
|General and administrative(1)                                 |  |                            | 4,721  |   |                          |   | 4,163  |      |  |   | 9,236   |   |  |   | 7,731   |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                                      |  |                            | 20,285 |   |                          |   | 17,249 |      |  |   | 39,841  |   |  |   | 34,022  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|LOSS FROM OPERATIONS                                          |  |                            | (7,554 | ) |                          |   | (6,389 | )    |  |   | (14,760 | ) |  |   | (13,010 | )
|INTEREST AND OTHER INCOME, NET                                |  |                            | 519    |   |                          |   | 1,488  |      |  |   | 1,178   |   |  |   | 2,985   |  
|INTEREST EXPENSE ON LEASE FINANCING OBLIGATIONS               |  |                            | (265   | ) |                          |   | (308   | )    |  |   | (539    | ) |  |   | (627    | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|LOSS BEFORE PROVISION FOR INCOME TAXES                        |  |                            | (7,300 | ) |                          |   | (5,209 | )    |  |   | (14,121 | ) |  |   | (10,652 | )
|INCOME TAX EXPENSE                                            |  |                            | 74     |   |                          |   | 107    |      |  |   | 94      |   |  |   | 215     |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|NET LOSS                                                      |  | $                          | (7,374 | ) |                          | $ | (5,316 | )    |  | $ | (14,215 | ) |  | $ | (10,867 | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|NET LOSS PER SHARE:                                           |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                         |  | $                          | (0.18  | ) |                          | $ | (0.13  | )    |  | $ | (0.35   | ) |  | $ | (0.28   | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                       |  | $                          | (0.18  | ) |                          | $ | (0.13  | )    |  | $ | (0.35   | ) |  | $ | (0.28   | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|SHARES USED IN COMPUTING NET LOSS PER SHARE:                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                         |  |                            | 40,774 |   |                          |   | 39,508 |      |  |   | 40,781  |   |  |   | 39,368  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                       |  |                            | 40,774 |   |                          |   | 39,508 |      |  |   | 40,781  |   |  |   | 39,368  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|                                                             
|(1)Amounts include stock-based compensation costs as follows: | 
|Cost of product                                               |  | $                          | 390    |   |                          | $ | 162    |      |  | $ | 753     |   |  | $ | 309     |  
|Cost of service                                               |  |                            | 47     |   |                          |   | 11     |      |  |   | 94      |   |  |   | 27      |  
|Product development                                           |  |                            | 1,532  |   |                          |   | 510    |      |  |   | 2,701   |   |  |   | 992     |  
|Sales and marketing                                           |  |                            | 746    |   |                          |   | 321    |      |  |   | 1,443   |   |  |   | 637     |  
|General and administrative                                    |  |                            | 1,102  |   |                          |   | 589    |      |  |   | 2,118   |   |  |   | 961     |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Total                                                         |  | $                          | 3,817  |   |                          | $ | 1,593  |      |  | $ | 7,109   |   |  | $ | 2,926   |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  



|(2) | Includes related party amounts of $1,598 and $3,832 for the three months ended June 30, 2008 and 2007,
respectively, and $2,915 and $4,988 for the six months ended June 30, 2008 and 2007, respectively. See Note 12 for additional information on related party transactions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial statements.



4



---

##### Table of Contents

ECHELON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                                            |  | Six Months EndedJune 30, |        
|                                                                                                                                                            |  | 2008                     |         |   | 2007 |  
|CASH FLOWS USED IN OPERATING ACTIVITIES:                                                                                                                    |  |                          |         |   |      |   |         |  
|Net loss                                                                                                                                                    |  | $                        | (14,215 | ) |      | $ | (10,867 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                                                                                 |  |                          |         |   |      |   |         |  
|Depreciation and amortization                                                                                                                               |  |                          | 4,255   |   |      |   | 3,588   |  
|Loss on disposal of fixed assets                                                                                                                            |  |                          |        |   |      |   | 4       |  
|Reduction of allowance for doubtful accounts                                                                                                                |  |                          | (44     | ) |      |   | (57     | )
|Reduction of (increase in) accrued investment income                                                                                                        |  |                          | 650     |   |      |   | (245    | )
|Stock-based compensation                                                                                                                                    |  |                          | 7,109   |   |      |   | 2,926   |  
|Change in operating assets and liabilities:                                                                                                                 |  |                          |         |   |      |   |         |  
|Accounts receivable                                                                                                                                         |  |                          | 18,279  |   |      |   | (4,198  | )
|Inventories                                                                                                                                                 |  |                          | (4,600  | ) |      |   | 1,879   |  
|Deferred cost of goods sold                                                                                                                                 |  |                          | 2,291   |   |      |   | 11,690  |  
|Other current assets                                                                                                                                        |  |                          | (1,986  | ) |      |   | 34      |  
|Accounts payable                                                                                                                                            |  |                          | (3,189  | ) |      |   | (102    | )
|Accrued liabilities                                                                                                                                         |  |                          | 576     |   |      |   | 697     |  
|Deferred revenues                                                                                                                                           |  |                          | (4,844  | ) |      |   | (10,320 | )
|Deferred rent                                                                                                                                               |  |                          | (14     | ) |      |   | (28     | )
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                                                                                         |  |                          | 4,268   |   |      |   | (4,999  | )
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:                                                                                                                |  |                          |         |   |      |   |         |  
|Purchases of available-for-sale short-term investments                                                                                                      |  |                          | (30,507 | ) |      |   | (55,077 | )
|Proceeds from maturities and sales of available-for-sale short-term investments                                                                             |  |                          | 33,104  |   |      |   | 62,176  |  
|Change in other long-term assets                                                                                                                            |  |                          | (22     | ) |      |   | 43      |  
|Capital expenditures                                                                                                                                        |  |                          | (2,038  | ) |      |   | (3,132  | )
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|Net cash provided by investing activities                                                                                                                   |  |                          | 537     |   |      |   | 4,010   |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:                                                                                                                |  |                          |         |   |      |   |         |  
|Principal payments of lease financing obligations                                                                                                           |  |                          | (1,118  | ) |      |   | (1,252  | )
|Proceeds from exercise of stock options                                                                                                                     |  |                          | 1,209   |   |      |   | 3,165   |  
|Repurchase of common stock from employees for payment of taxes on vesting of performance shares and upon exercise of stock
options                          |  |                          | (717    | ) |      |   | (842    | )
|Repurchase of common stock under stock repurchase program                                                                                                   |  |                          | (2,634  | ) |      |   |        |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                                                                                         |  |                          | (3,260  | ) |      |   | 1,071   |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                                                                |  |                          | 270     |   |      |   | 83      |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                                                                   |  |                          | 1,815   |   |      |   | 165     |  
|CASH AND CASH EQUIVALENTS:                                                                                                                                  |  |                          |         |   |      |   |         |  
|Beginning of period                                                                                                                                         |  |                          | 76,062  |   |      |   | 37,412  |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|End of period                                                                                                                                               |  | $                        | 77,877  |   |      | $ | 37,577  |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                                                                          |  |                          |         |   |      |   |         |  
|Cash paid for income taxes                                                                                                                                  |  | $                        | 422     |   |      | $ | 194     |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|Cash paid for interest on lease financing obligations                                                                                                       |  | $                        | 606     |   |      | $ | 620     |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  
|Noncash investing and financing information  Increase in property and equipment and related lease financing obligation due to lease
extension (see Note 3) |  | $                        | 12,526  |   |      | $ |        |  
|                                                                                                                                                            |  |                          |         |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements.



5



---

##### Table of Contents

ECHELON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

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 for the year ended December 31, 2007 included in its Annual Report on
Form 10-K/A.

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 custom 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,
collectability 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 made 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 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 most instances involving large-scale deployments, 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



6



---

##### Table of Contents

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, based on stated renewal rates. These revenues are recognized ratably over the associated service period, which generally commences upon the later of the delivery of all
software, or the customers acceptance of any given Hardware shipment.

In arrangements which include significant customization or
modification of software, the Company recognizes revenue using the percentage-of-completion method, as described in SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, if the Company believes it is
able to make reasonably dependable estimates of the extent of progress toward completion. The Company measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs
of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known. Revenues from these types of arrangements are included in service revenues in the
condensed consolidated statement of operations.

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 Issue No. 01-09,Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products).

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.

Recently Issued Accounting Standards

With the exception of the items discussed below, there have
been no recent accounting pronouncements or changes in accounting pronouncements during the three and six months ended June 30, 2008, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K/A for the year
ended December 31, 2007, that are of significance, or potential significance, to the Company.

In March 2008, the FASB issued
Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities. SFAS 161 requires companies with derivative instruments to disclose information that
should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, and how derivative instruments and related hedged items affect a companys financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company believes that the adoption of SFAS 161 will not have a material impact on its consolidated financial statements as it does not currently engage in the use of
derivative instruments or hedging activities.



|2. | Cash Equivalents and Investments
|-- | --------------------------------

The Company
measures at fair value its cash equivalents and available-for-sale investments in accordance with SFAS 157. SFAS 157 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys own assumptions. These two types of inputs have created the following fair value hierarchy:



| |  |  | Level 1  Quoted prices for identical instruments in active markets;
| | - |  | --------------------------------------------------------------------



| |  |  | Level 2  Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and
model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



7



---

##### Table of Contents

This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable
market data, if available, when estimating fair value. Other than cash and money market funds, the Companys only financial assets or liabilities required to be measured at fair value on a recurring basis at June 30, 2008, are fixed income
available-for-sale securities. The fair value of cash equivalents and short-term investments was determined using the following inputs at June 30, 2008 (in thousands):



|                                           |  |                                                 |           |                                                    |           |                                  |           |                               |        |  |   |  
|------------------------------------------ |  | ----------------------------------------------- | --------- | -------------------------------------------------- | --------- | -------------------------------- | --------- | ----------------------------- | ------ |  | - | -
|                                           |  | Fair Value Measurements at Reporting Date Using
|                                           |  | Total                                           |           | Quoted Prices inActive Markets forIdentical Assets |           | SignificantOtherObservableInputs |           | SignificantUnobservableInputs
|                                           |  |                                                 | (Level 1) |                                                    | (Level 2) |                                  | (Level 3)
|Money market funds                         |  | $                                               | 34,525    |                                                    | $         | 34,525                           |           | $                             |       |  | $ | 
|Fixed income available-for-sale securities |  |                                                 | 55,185    |                                                    |           |                                 |           |                               | 55,185 |  |   | 
|                                           |  |                                                 |           |                                                    |           |                                  |           |                               |        |  |   |  
|Total                                      |  | $                                               | 89,710    |                                                    | $         | 34,525                           |           | $                             | 55,185 |  | $ | 
|                                           |  |                                                 |           |                                                    |           |                                  |           |                               |        |  |   |  

Fixed income available-for-sale securities are included in cash and cash equivalents and
short-term investments in the Companys condensed consolidated balance sheet. Of the $89.7 million of fixed income available-for-sale securities, approximately $61.9 million are classified as cash equivalents, while the remaining
$27.8 million are classified as short-term investments. Cash equivalents consist of either investments with remaining maturities of three months or less at the date of purchase, or money market funds for which the carrying amount is a
reasonable estimate of fair value.

As of June 30, 2008, the Companys available-for-sale securities had contractual maturities
from three to twenty-four months and an average remaining term to maturity of six months. As of June 30, 2008, the amortized cost basis, aggregate fair value, and gross unrealized holding losses by major security type were as follows (in
thousands):



|                                      |  |               |        |                     |   |                        |  |                         |   |  |   |   
|------------------------------------- |  | ------------- | ------ | ------------------- | - | ---------------------- |  | ----------------------- | - |  | - | --
|                                      |  | AmortizedCost |        | Aggregate FairValue |   | UnrealizedHoldingGains |  | UnrealizedHoldingLosses
|U.S. corporate securities:            |  |               |        |                     |   |                        |  |                         |   |  |   |   
|Commercial paper                      |  | $             | 14,921 |                     | $ | 14,889                 |  | $                       |  |  | $ | 33
|Corporate notes and bonds             |  |               | 5,355  |                     |   | 5,341                  |  |                         | 1 |  |   | 15
|                                      |  |               |        |                     |   |                        |  |                         |   |  |   |   
|                                      |  |               | 20,276 |                     |   | 20,230                 |  |                         | 1 |  |   | 48
|Foreign corporate notes and bonds     |  |               | 512    |                     |   | 515                    |  |                         | 3 |  |   |  
|U.S. government and agency securities |  |               | 7,027  |                     |   | 7,027                  |  |                         | 1 |  |   |  
|                                      |  |               |        |                     |   |                        |  |                         |   |  |   |   
|Total investments in debt securities  |  | $             | 27,815 |                     | $ | 27,772                 |  | $                       | 5 |  | $ | 48
|                                      |  |               |        |                     |   |                        |  |                         |   |  |   |   



|3. | Property and Equipment
|-- | ----------------------

A summary of property and
equipment, net as of June 30, 2008 and December 31, 2007 is as follows (in thousands):



|                                                |  |              |         |   |                  |   |         |  
|----------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                |  | June 30,2008 |         |   | December 31,2007 |  
|Buildings and improvements                      |  | $            | 37,356  |   |                  | $ | 40,850  |  
|Computer and other equipment                    |  |              | 21,300  |   |                  |   | 19,403  |  
|Software                                        |  |              | 4,631   |   |                  |   | 4,511   |  
|Furniture and fixtures                          |  |              | 2,804   |   |                  |   | 2,666   |  
|Leasehold improvements                          |  |              | 3,854   |   |                  |   | 3,809   |  
|                                                |  |              |         |   |                  |   |         |  
|                                                |  |              | 69,945  |   |                  |   | 71,239  |  
|Less: Accumulated depreciation and amortization |  |              | (28,751 | ) |                  |   | (40,463 | )
|                                                |  |              |         |   |                  |   |         |  
|Property and equipment, net                     |  | $            | 41,194  |   |                  | $ | 30,776  |  
|                                                |  |              |         |   |                  |   |         |  



8



---

##### Table of Contents

Property and equipment are stated at cost. Prior to June 2008, 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, had included both the costs paid for directly by the Company and the costs paid for by the builder (lessor) from the
period commencing with the start of construction through the lease commencement date for each building. These building assets are reflected as Buildings and Improvements in the schedule above. Building improvements paid for
by the Company subsequent to the lease commencement date of each building are reflected as Leasehold Improvements in the schedule above.

Effective June 2008, the building leases were amended, resulting in an extension of the lease term for both buildings through March 2020. As a result of the lease extensions, the lease financing obligations for each
building were increased based on the present value of the revised lease payments on the date of the extension, with a corresponding increase to the net carrying amount of the cost of the building assets (see further information below).

Depreciation is provided using the straight-line method as follows:



| |  |  | Building assets and leasehold improvements are depreciated over the shorter of the remaining lease term or estimated useful lives (see further information below);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Computer equipment and related software, other equipment, and furniture and fixtures are depreciated over their estimated useful lives of two to five years; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Certain telecommunications equipment is depreciated over its estimated useful life of 10 years.
| | - |  | -----------------------------------------------------------------------------------------------

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. In October 2000, the Company entered into a second lease agreement with the same real estate
developer for an additional building at its headquarters site. These leases were scheduled to expire in 2011 and 2013, respectively.

Effective June 2008, the building leases were amended resulting in an extension of the lease term for both buildings through March 2020. The extended leases require minimum lease payments through March 2020 totaling approximately $48.9
million. Both leases permit the Company to exercise an option to extend the respective lease for two sequential five-year terms. In addition, the amended leases eliminated the Companys requirement to provide the landlord with security deposits
totaling $6.2 million, which the Company had previously satisfied by causing to have issued standby letters of credit (LOCs). As of June 30, 2008, the previously issued LOCs had been returned to the bank that issued them and were
cancelled.

The Company has historically accounted for the two buildings at its San Jose, California headquarters site under EITF Issue No.
97-10 (EITF 97-10), The Effect of Lessee Involvement in Asset Construction, and SFAS No. 98 (SFAS 98), Accounting for Leases: Sale-Leaseback Transactions Involving Real Estate, Sales-Type Leases of Real Estate,
Definition of the Lease Term, and 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. 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), 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 de-recognition 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 lease financing obligations of $12.0 million and $15.2 million, respectively, which corresponded to the building asset costs paid for by the lessor. As
a result of the lease extension in June 2008, the Company increased the carrying amount of its lease financing obligations by approximately $12.5 million to approximately $27.6 million (an amount equal to the present value of the revised lease
payments at the date of the lease extension), with a corresponding increase to the net carrying amount of the building assets. In addition, all of accumulated depreciation on the building assets at the date of the lease extensions (approximately
$16.0 million) was eliminated with a corresponding decrease to the gross carrying amount of the building assets. As a result of the extension in lease terms, the Company also extended the estimated useful lives of the building assets and the
leasehold improvements to equal the amended lease term.

For the three and six months ended June 30, 2008, the Company recorded
depreciation expense associated with the building assets of $659,000 and $1.3 million, respectively. For the three and six months ended June 30, 2007, the Company has recorded depreciation expense associated with the building assets of $681,000 and
$1.4 million, respectively. As of June 30, 2008 and December 31, 2007, the net book value of the building assets was $23.7 million and $12.5 million, respectively.



9



---

##### Table of Contents

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. The remaining portions of the monthly lease payments are considered to be payments of principal and interest on the lease financing obligations. For the three and
six months ended June 30, 2008, land lease expense was $121,000 and $234,000, respectively, principal reductions on the lease financing obligations were $641,000 and $1.3 million, respectively, and interest expense was $265,000 and $539,000,
respectively. For the three and six months ended June 30, 2007, land lease expense was $113,000 and $225,000, respectively, principal reductions on the lease financing obligations were $639,000 and $1.3 million, respectively, and interest expense
was $308,000 and $627,000, respectively.



|4. | Earnings Per Share
|-- | ------------------

The following is a
reconciliation of the numerators and denominators of the basic and diluted net loss per share computations for the three months and six months ended June 30, 2008 and June 30, 2007 (in thousands, except per share amounts):



|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                              |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                              |  | 2008                       |        |   | 2007                     |   |        | 2008 |  |   | 2007    |  
|Net loss (Numerator):                                                         |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Net loss, basic & diluted                                                     |  | $                          | (7,374 | ) |                          | $ | (5,316 | )    |  | $ | (14,215 | ) |  | $ | (10,867 | )
|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Shares (Denominator):                                                         |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Weighted average common shares outstanding                                    |  |                            | 40,774 |   |                          |   | 39,508 |      |  |   | 40,781  |   |  |   | 39,368  |  
|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Shares used in basic computation                                              |  |                            | 40,774 |   |                          |   | 39,508 |      |  |   | 40,781  |   |  |   | 39,368  |  
|Common shares issuable upon exercise of stock options (treasury stock method) |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   |        |  
|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Shares used in diluted computation                                            |  |                            | 40,774 |   |                          |   | 39,508 |      |  |   | 40,781  |   |  |   | 39,368  |  
|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Net loss per share:                                                           |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                         |  | $                          | (0.18  | ) |                          | $ | (0.13  | )    |  | $ | (0.35   | ) |  | $ | (0.28   | )
|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                                       |  | $                          | (0.18  | ) |                          | $ | (0.13  | )    |  | $ | (0.35   | ) |  | $ | (0.28   | )
|                                                                              |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  

For the three and six months ended June 30, 2008 and 2007, 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, stock appreciation rights, and restricted stock units
excluded from this calculation for the three and six months ended June 30, 2008 and 2007 was 8,431,216 and 8,207,494, respectively.



|5. | Stockholders Equity and Employee Stock Option Plans
|-- | ----------------------------------------------------

Common Stock

In April 2008, the Companys board of directors approved a new stock repurchase program, which authorizes
the Company to repurchase up to 3.0 million shares of the Companys common stock. During the three months ended June 30, 2008, the Company repurchased 216,750 shares at a cost of $2.6 million. The new stock repurchase program will
expire in April 2011.

Comprehensive Loss

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 and
six months ended June 30, 2008 and 2007 is as follows (in thousands):



|                                                         |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                         |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                         |  | 2008                       |        |   | 2007                     |   |        | 2008 |  |   | 2007    |  
|Net loss                                                 |  | $                          | (7,374 | ) |                          | $ | (5,316 | )    |  | $ | (14,215 | ) |  | $ | (10,867 | )
|Other comprehensive income/(loss), net of tax:           |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Foreign currency translation adjustment                  |  |                            | (184   | ) |                          |   | 41     |      |  |   | 506     |   |  |   | 124     |  
|Unrealized holding loss on available-for-sale securities |  |                            | (44    | ) |                          |   | (43    | )    |  |   | (110    | ) |  |   | (3      | )
|                                                         |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Comprehensive loss                                       |  | $                          | (7,602 | ) |                          | $ | (5,318 | )    |  | $ | (13,819 | ) |  | $ | (10,746 | )
|                                                         |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  



10



---

##### Table of Contents

Stock Award Activity

The total intrinsic value of options exercised during the three and six months ended June 30, 2008 was approximately $1.0 million and $1.2 million, respectively. The intrinsic value is calculated as the
difference between the market value on the date of exercise and the exercise price of the awards.

The total fair value of performance
shares vested and released during the three and six months ended June 30, 2008 was approximately $212,000 and $1.6 million, respectively. 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.

Equity Compensation Expense for Share Awards with Financial- Based Performance Vesting Requirements

As of June 30, 2008, there were 188,614 nonvested share awards (with a grant date fair value of $2.0 million) that were subject
to certain financial-based performance requirements that must be achieved before vesting can occur. Cumulative compensation expense of $627,000 through June 30, 2008 associated with 122,195 of these performance shares (with a grant date fair
value of approximately $1.1 million) has been recognized assuming that those financial performance requirements will be achieved. If such requirements are not met, no compensation cost is recognized and any recognized compensation cost will be
reversed. No compensation expense has been recognized associated with the remaining 66,419 share awards (with a grant date fair value of $885,000) as management does not currently expect the financial performance requirements for these awards will
be met.



|6. | 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. During the three and six months ended June 30, 2008 and 2007, the Company had six customers that accounted for a majority of its revenues: EBV Electronik GmbH (EBV), the Companys primary distributor of its
LONWORKS® Infrastructure products in Europe, Enel S.p.A. (Enel), an Italian utility company (including Enels third party meter
manufacturers), Duke Energy Corporation (Duke), a US utility company, and Telvent Energia y Medioambiente SA (Telvent), Limited Liability Company Engineering Center ENERGOAUDITCONTROL (EAC), and ES Elektrosandberg
AB (ES), value added resellers of the Companys NES products. For the three and six months ended June 30, 2008 and 2007, the percentage of the Companys revenues attributable to sales made to these customers was as
follows:



|        |  |                            |   |  |                          |   |  |      |   |  |      |  
|------- |  | -------------------------- | - |  | ------------------------ | - |  | ---- | - |  | ---- | -
|        |  | Three Months EndedJune 30, |   |  | Six Months EndedJune 30, |  
|        |  | 2008                       |   |  | 2007                     |   |  | 2008 |   |  | 2007 |  
|ES      |  | 23.1                       | % |  | 18.8                     | % |  | 24.7 | % |  | 11.5 | %
|EBV     |  | 17.2                       | % |  | 16.3                     | % |  | 16.2 | % |  | 13.7 | %
|Telvent |  | 5.6                        | % |  | 16.0                     | % |  | 15.3 | % |  | 39.0 | %
|Duke    |  | 5.9                        | % |  |                         | % |  | 3.6  | % |  |     | %
|EAC     |  | 14.7                       | % |  |                         | % |  | 8.0  | % |  |     | %
|Enel    |  | 4.1                        | % |  | 14.4                     | % |  | 3.8  | % |  | 7.6  | %
|        |  |                            |   |  |                          |   |  |      |   |  |      |  
|Total   |  | 70.6                       | % |  | 65.5                     | % |  | 71.6 | % |  | 71.8 | %
|        |  |                            |   |  |                          |   |  |      |   |  |      |  

Of the percentage of sales made to EBV, approximately 0.9% and 0.5% for the three and six months
ended June 30, 2008, respectively, related to sales of components we sold to EBV, which EBV in turn sold to one of Enels third party meter manufacturers. Elsewhere in this document, those sales are reported as Enel Project revenues. The
Companys contract with EBV, which has been in effect since 1997 and has been renewed annually thereafter, expires in December 2008. Please refer to Note 12, Related Parties, for additional information regarding the Companys agreements
with Enel.



|7. | Commitments and Contingencies
|-- | -----------------------------

Lease Commitments

As discussed in Note 3, the December 1999 and October 2000 leases of our corporate headquarters facilities, as amended in June 2008, 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 ten foreign countries throughout Europe and Asia including a land lease for accounting purposes associated with the Companys corporate headquarters facilities in
San Jose, California. These operating leases expire on various dates through 2020, 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.



11



---

##### Table of Contents

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 U.S. 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 our condensed statements of income, was approximately $140,000 during the quarter ended June 30, 2008, and $150,000 for the same period in 2007. Royalty expense
was approximately $273,000 for the six months ended June 30, 2008, and $299,000 for the same period in 2007.

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.

Warranties

The Company typically sells its products with a limited warranty against defects in manufacture or performance. 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 generally provided for when the associated
revenue is recognized. 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 $526,000 as of
June 30, 2008 and $301,000 as of December 31, 2007.

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.

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 accounting principles generally
accepted in the United States of America, 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 June 30, 2008, 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



12



---

##### Table of Contents

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 June 30, 2008, 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.



|8. | 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):



|                    |  |              |        |                  |   |       
|------------------- |  | ------------ | ------ | ---------------- | - | ------
|                    |  | June 30,2008 |        | December 31,2007
|Purchased materials |  | $            | 9,041  |                  | $ | 4,379 
|Work-in-process     |  |              | 13     |                  |   | 360   
|Finished goods      |  |              | 9,577  |                  |   | 9,273 
|                    |  |              |        |                  |   |       
|                    |  | $            | 18,631 |                  | $ | 14,012
|                    |  |              |        |                  |   |       



|9. | Accrued Liabilities
|-- | -------------------

Accrued liabilities consist of
the following (in thousands):



|                                  |  |              |       |                  |   |      
|--------------------------------- |  | ------------ | ----- | ---------------- | - | -----
|                                  |  | June 30,2008 |       | December 31,2007
|Accrued payroll and related costs |  | $            | 3,134 |                  | $ | 3,006
|Accrued taxes                     |  |              |      |                  |   | 37   
|Customer deposits                 |  |              | 1,181 |                  |   | 932  
|Accrued warranty                  |  |              | 526   |                  |   | 301  
|Other accrued liabilities         |  |              | 432   |                  |   | 275  
|                                  |  |              |       |                  |   |      
|                                  |  | $            | 5,273 |                  | $ | 4,551
|                                  |  |              |       |                  |   |      



|10. | Segment Disclosure
|--- | ------------------

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 and his direct reports. SFAS 131 also requires disclosures about products and services, geographic areas, and major customers.

The Company operates in one principal industry segment, its reportable 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
provide the infrastructure and support required to implement and deploy open, interoperable, control network solutions. For the electric utility industry, the Company has developed an advanced metering infrastructure system called the Networked
Energy Services (NES) system. The NES system provides a two-way information and control path between the utility and its customer, which enables utilities to reduce operating costs; improve customer service; offer multiple tariff plans,
including time-of-use metering and prepay metering; promote energy efficiency; better utilize distribution assets; improve grid quality and reliability; control loads and reduce peak demand; and respond more rapidly to changing customer and
regulatory requirements. 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.



13



---

##### Table of Contents

The Company operates in three main geographic areas: the Americas; Europe, Middle East and Africa
(EMEA); and Asia Pacific/ Japan (APJ). Each geographic area provides products and services to the Companys customers located in the respective region. 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 June 30, 2008 and
December 31, 2007, long-lived assets of approximately $48.0 million and $37.7 million, respectively, were domiciled in the United States. Long-lived assets for all other locations are not material to the consolidated financial statements.

The Company has three primary product lines: NES, LonWorks Infrastructure, and products and services sold to Enel. Summary revenue
information by product line for the three and six months ended June 30, 2008 and 2007 is as follows (in thousands):



|                        |  |                            |        |                          |   |        |  |      |        |  |   |       
|----------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                        |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                        |  | 2008                       |        | 2007                     |   | 2008   |  | 2007
|NES                     |  | $                          | 16,623 |                          | $ | 9,411  |  | $    | 37,140 |  | $ | 34,272
|LonWorks Infrastructure |  |                            | 13,936 |                          |   | 13,453 |  |      | 27,698 |  |   | 26,705
|Enel                    |  |                            | 1,598  |                          |   | 3,832  |  |      | 2,914  |  |   | 4,988 
|                        |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total                   |  | $                          | 32,157 |                          | $ | 26,696 |  | $    | 67,752 |  | $ | 65,965
|                        |  |                            |        |                          |   |        |  |      |        |  |   |       

In North America, the Company sells its products primarily 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 revenue information by geography for the three and six months ended June 30, 2008 and 2007 is as follows (in thousands):



|         |  |                            |        |                          |   |        |  |      |        |  |   |       
|-------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|         |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|         |  | 2008                       |        | 2007                     |   | 2008   |  | 2007
|Americas |  | $                          | 7,102  |                          | $ | 4,996  |  | $    | 12,274 |  | $ | 9,250 
|EMEA     |  |                            | 22,879 |                          |   | 15,738 |  |      | 50,599 |  |   | 47,101
|APJ      |  |                            | 2,176  |                          |   | 5,962  |  |      | 4,879  |  |   | 9,614 
|         |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total    |  | $                          | 32,157 |                          | $ | 26,696 |  | $    | 67,752 |  | $ | 65,965
|         |  |                            |        |                          |   |        |  |      |        |  |   |       

For information regarding the Companys major customers, please refer to Note 6, Significant
Customers.



|11. | Income Taxes
|--- | ------------

The provision for income taxes for
the three months ended June 30, 2008 and 2007 was $74,000 and $107,000, respectively. The provision for income taxes for the six months ended June 30, 2008 and 2007 was $94,000 and $215,000, respectively. The difference between the
statutory rate and the Companys effective tax rate is primarily due to the impact of foreign taxes, changes in the valuation allowance on deferred tax assets, and changes in the accruals related to unrecognized tax benefits recorded in
accordance with FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109.

The Company adopted FIN 48 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 of June 30, 2008 and December 31, 2007, the Company had gross unrecognized
tax benefits of approximately $6.0 million and $5.8 million, respectively, of which $875,000 and $921,000, respectively, if recognized, would impact the effective tax rate on income from continuing operations. The $228,000 increase in unrecognized
tax benefits during the six months ended June 30, 2008, is primarily comprised of a $157,000 increase due to the impact of foreign exchange rates on the December 31, 2007 balances and a $211,000 increase due to tax positions expected to be
taken in the current year; partially offset by a $140,000 decrease due to the expiration of the statute of limitations in certain foreign jurisdictions.



14



---

##### Table of Contents

The Companys practice is to recognize interest and/or penalties related to unrecognized tax
benefits in income tax expense. As of June 30, 2008 and December 31, 2007, the Company had $260,000 and $327,000, respectively, accrued for interest and penalties. The $67,000 reduction in accrued interest and penalties during the six
months ended June 30, 2008 was primarily attributable to a $92,000 reduction due to the expiration of the statute of limitations in certain foreign jurisdictions; partially offset by a $19,000 increase for interest and penalties accrued during
the period and a $6,000 increase due to the impact of foreign exchange rates on December 31, 2007 balances. The Company estimates that the total interest and penalties related to unrecognized tax benefits will increase by approximately $45,000
over the next twelve months.



|12. | Related Parties
|--- | ---------------

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 pursuant to which Enel purchased 3.0 million newly issued shares of our
common stock. Under the terms of the stock purchase agreement, Enel has the right to nominate a member of the Companys board of directors. A representative of Enel is not presently serving on the Companys board.

At the same time as the Company entered into the stock purchase agreement with Enel, it 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, the Contatore Elettronico. The Company completed the sale of its components and products for the deployment phase of the Contatore Elettronico project during 2005. During 2006, the Company supplied Enel and its
designated manufacturers with limited spare parts for the Contatore Elettronico system. In October 2006, the Company 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 may purchase additional electronic components and finished goods from Echelon. Under the software enhancement agreement, the Company provides software enhancements to Enel for use in its Contatore
Elettronico system. The development and supply agreement expires in December 2011, and the software enhancement agreement expires in December 2009, although delivery of products and services can extend beyond those dates and the agreements may be
extended under certain circumstances.

For the three months ended June 30, 2008 and 2007, the Company recognized revenue from products
and services sold to Enel and its designated manufacturers of approximately $1.6 million and $3.8 million, respectively. For the six months ended June 30, 2008 and 2007, the Company recognized revenue from products and services sold to Enel and
its designated manufacturers of approximately $2.9 million and $5.0 million, respectively. As of June 30, 2008, and December 31, 2007, $499,000 and $3.0 million, respectively, of the Companys total accounts receivable balance related
to amounts owed by Enel and its designated manufacturers.



15



---

##### 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.

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 ten 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 began to receive modest amounts of revenue resulting from these investments in 2004, which grew to approximately $883,000 in 2005, decreased slightly to $791,000
in 2006, grew substantially to $70.6 million in 2007, and remained strong at $37.1 million during the first six months of 2008. We refer to this revenue as networked energy services, or NES, revenue. 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.

Subsequent to the July 30, 2008 announcement of our
preliminary results for the quarter and six months ended June 30, 2008, we have made an adjustment to our reported results. This adjustment resulted in an increase in our net loss for the quarter and six months ended June 30, 2008 of
$316,000. This adjustment relates to an increase in our excess and obsolete inventory reserves associated with the acquisition of raw material inventories from one of our contract manufacturers during the quarter.

We have a history of losses and, although we achieved profitability in past fiscal periods, we incurred a loss for the years ended December 31,
2007, 2006, and 2005. We also expect to incur an operating loss in 2008.

CRITICAL ACCOUNTING
ESTIMATES

Our discussion and analysis of our financial condition and results of operations is based upon our
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Note 1  Significant Accounting Policies of Notes to Consolidated Financial Statements in
our Annual Report on Form 10-K/A for the year ended December 31, 2007, which we filed with the Securities and Exchange Commission in May 2008, describes the significant accounting policies and methods used in the preparation of our consolidated
financial statements. 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 stock-based compensation, allowance for doubtful accounts, inventories, and commitments and contingencies. 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.



16



---

##### Table of Contents

We believe the following critical accounting policies and 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.

Revenue Recognition.Our revenues are derived from the sale and license of our products and to a lesser extent, from fees associated with training, technical support, and custom software design services offered to our 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.

We recognize 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 made to our 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.

In most instances involving large-scale deployments, our Networked Energy Services (NES) System products are sold as part of multiple element
arrangements as that term is defined under AICPA Statement of Position 97-2 (SOP 97-2), Software Revenue Recognition, as amended. These arrangements may include electricity meters and data concentrators (collectively, the
Hardware); NES System software, for which a royalty is charged on a per-meter basis; post-contract customer support (PCS) for the NES System software; and extended warranties for the Hardware. These arrangements may require
us to deliver Hardware over an extended period of time. In accordance with SOP 97-2, when the multiple element arrangement includes NES System software, we defer the recognition of all revenue until all software required under the arrangement has
been delivered to the customer. Once the software has been delivered, we recognize 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. We have established vendor specific objective evidence for the PCS on the NES System software, as well as for the warranties on our NES Hardware
products, based on stated renewal rates. 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.

We account for the rights of return, price protection, rebates, and other sales incentives offered to distributors of our
products in accordance with Statement of Financial Accounting Standards (SFAS) No. 48, Revenue Recognition When Right of Return Exists,and EITF Issue No. 01-09,Accounting for Consideration Given
by a Vendor to a Customer (Including a Reseller of the Vendors Products).

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 estimated 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 estimate the fair value of stock options. The
estimation of fair value of share-based payment awards on the date of grant using the BSM option-pricing model is affected by the fair market value of our stock on the date of grant, as well as a number of highly complex and subjective variables.
These variables include the expected term of the option, the expected volatility of our stock price over the expected term of the option, risk-free interest rates, and expected dividends.

The expected term of the option is based on historical experience and on the terms and conditions of the stock awards granted to employees. The expected
volatility is based on the implied volatility of market traded options on our common stock, adjusted for other relevant factors including historical volatility of our common stock over the most recent period commensurate with the estimated expected
term of the options granted to employees. 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.



17



---

##### Table of Contents

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.

Certain of the stock-based compensation awards we issue vest upon the achievement of specific financial-based performance requirements. SFAS 123R
requires us to estimate whether or not it is probable that these financial-based performance requirements will be met, and, in some cases, when they will be met. These estimates of future financial performance are based on the best information
available at the time of grant, and each quarterly period thereafter until the awards are either earned or forfeited. Any changes we make to our estimates of future financial performance could have a material impact on the amount and timing of
compensation expense associated with these awards.

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 estimated fair value 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 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.

If factors change and we employ different assumptions for estimating
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.

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 approximately 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.

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 $286,000 as of
June 30, 2008, and $330,000 as of December 31, 2007.

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



18



---

##### Table of Contents

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 $526,000 as of June 30, 2008, and $301,000 as of December 31, 2007.

RESULTS OF OPERATIONS

The following table reflects the percentage of total revenues represented by each item in our Condensed Consolidated Statements of Operations for the three and six month ended June 30, 2008 and June 30,
2007:



|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|----------------------------------------------- |  | -------------------------- | ------ | -- | ------------------------ | - | ------ | --------------------- |  | - | ----- | -- |  | ----- | --
|                                                |  | Three Months EndedJune 30, |        |    | Six Months EndedJune 30, |  
|                                                |  | 2008                       |        |    | 2007                     |   |        | 2008                  |  |   | 2007  |   
|Revenues:                                       |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Product                                         |  |                            | 97.9   | %  |                          |   | 99.0   | %                     |  |   | 97.6  | %  |  | 99.3  | % 
|Service                                         |  |                            | 2.1    |    |                          |   | 1.0    |                       |  |   | 2.4   |    |  | 0.7   |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Total revenues                                  |  |                            | 100.0  |    |                          |   | 100.0  |                       |  |   | 100.0 |    |  | 100.0 |   
|Cost of revenues:                               |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Cost of product                                 |  |                            | 58.3   |    |                          |   | 57.4   |                       |  |   | 60.9  |    |  | 66.7  |   
|Cost of service                                 |  |                            | 2.1    |    |                          |   | 1.9    |                       |  |   | 2.1   |    |  | 1.5   |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Total cost of revenues                          |  |                            | 60.4   |    |                          |   | 59.3   |                       |  |   | 63.0  |    |  | 68.2  |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Gross profit                                    |  |                            | 39.6   |    |                          |   | 40.7   |                       |  |   | 37.0  |    |  | 31.8  |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Operating expenses:                             |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Product development                             |  |                            | 29.2   |    |                          |   | 30.4   |                       |  |   | 27.2  |    |  | 24.1  |   
|Sales and marketing                             |  |                            | 19.2   |    |                          |   | 18.6   |                       |  |   | 18.0  |    |  | 15.8  |   
|General and administrative                      |  |                            | 14.7   |    |                          |   | 15.6   |                       |  |   | 13.6  |    |  | 11.7  |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Total operating expenses                        |  |                            | 63.1   |    |                          |   | 64.6   |                       |  |   | 58.8  |    |  | 51.6  |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Loss from operations                            |  |                            | (23.5  | )  |                          |   | (23.9  | )                     |  |   | (21.8 | )  |  | (19.8 | ) 
|Interest and other income, net                  |  |                            | 1.6    |    |                          |   | 5.6    |                       |  |   | 1.7   |    |  | 4.5   |   
|Interest expense on lease financing obligations |  |                            | (0.8   | )  |                          |   | (1.2   | )                     |  |   | (0.8  | )  |  | (0.9  | ) 
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Loss before provision for income taxes          |  |                            | (22.7  | )  |                          |   | (19.5  | )                     |  |   | (20.9 | )  |  | (16.2 | ) 
|Income tax expense                              |  |                            | 0.2    |    |                          |   | 0.4    |                       |  |   | 0.1   |    |  | 0.3   |   
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|Net loss                                        |  |                            | (22.9  | %) |                          |   | (19.9  | %)                    |  |   | (21.0 | %) |  | (16.5 | %)
|                                                |  |                            |        |    |                          |   |        |                       |  |   |       |    |  |       |   
|                                               
|Revenues  Total Revenues                        | 
|                                                |  | Three Months EndedJune 30, |        |    | 2008 over2007 $Change    |   |        | 2008 over2007 %Change | 
|(Dollars in thousands)                          |  | 2008                       |        |    | 2007                     |   |        |                      
|Total revenues                                  |  | $                          | 32,157 |    |                          | $ | 26,696 |                       |  | $ | 5,461 |    |  | 20.5  | % 
|                                                |  |                            |       
|                                                |  | Six Months EndedJune 30,   |        |    | 2008 over2007 $Change    |   |        | 2008 over2007 %Change | 
|(Dollars in thousands)                          |  | 2008                       |        |    | 2007                     |   |        |                      
|Total revenues                                  |  | $                          | 67,752 |    |                          | $ | 65,965 |                       |  | $ | 1,787 |    |  | 2.7   | % 

The $5.5 million increase in total revenues for the quarter ended June 30, 2008 as compared
to the same period in 2007 was primarily the result of a $7.2 million increase in NES revenues and a $483,000 increase in LONWORKS Infrastructure revenues, partially offset by a $2.2 million decrease in Enel Project
revenues. The $1.8 million increase in total revenues for the six months ended June 30, 2008 as compared to the same period in 2007 was primarily the result of a $2.9 million increase in NES revenues and a $993,000 increase in
LONWORKS Infrastructure revenues, partially offset by a $2.1 million decrease in Enel Project revenues.



19



---

##### Table of Contents

NES revenues



|                       |  |                            |        |                       |   |                       |  |   |       |  |      |  
|---------------------- |  | -------------------------- | ------ | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                       |  | Three Months EndedJune 30, |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|NES revenues           |  | $                          | 16,623 |                       | $ | 9,411                 |  | $ | 7,212 |  | 76.6 | %
|                       |  |                            |       
|                       |  | Six Months EndedJune 30,   |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|NES revenues           |  | $                          | 37,140 |                       | $ | 34,272                |  | $ | 2,868 |  | 8.4  | %

NES revenues generated during the three and six month periods ended June 30, 2008 and 2007
were primarily related to large scale deployments of our NES system products.

Of the $34.3 million of NES revenue reported for the six
months ended June 30, 2007, approximately $14.4 million related to shipments of hardware products that were accepted by our customers and, in some cases paid for, in 2006. However, we could not record this revenue in 2006 since we had not yet
met all of the required criteria for revenue recognition. As of June 30, 2008, approximately $5.0 million of NES revenue was deferred. This revenue will be recognized in future periods once all of the required criteria for revenue recognition
have been met.

We expect that, during 2008, shipments of our NES products will continue to increase over 2007 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, the impact on delivery dates of any modifications to 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 some 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. For the six months ended June 30, 2008, the portion of our NES revenues conducted in currencies
other than the U.S. dollar, principally the European Euro and the Australian dollar, was about $184,000, or 0.5%. For the six months ended June 30, 2007, the portion of our NES revenues conducted in currencies other than the U.S.
dollar, principally the Australian dollar, was about $300,000, or 0.9%. 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.

LONWORKS
Infrastructure revenues



|                                 |  |                            |        |                       |   |                       |  |   |     |  |     |  
|-------------------------------- |  | -------------------------- | ------ | --------------------- | - | --------------------- |  | - | --- |  | --- | -
|                                 |  | Three Months EndedJune 30, |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands)           |  | 2008                       |        | 2007                  |   |                      
|LONWORKS Infrastructure revenues |  | $                          | 13,936 |                       | $ | 13,453                |  | $ | 483 |  | 3.6 | %
|                                 |  |                            |       
|                                 |  | Six Months EndedJune 30,   |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands)           |  | 2008                       |        | 2007                  |   |                      
|LONWORKS Infrastructure revenues |  | $                          | 27,698 |                       | $ | 26,705                |  | $ | 993 |  | 3.7 | %

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. Both the $483,000 increase in LONWORKS Infrastructure revenue for the quarter
ended June 30, 2008 as compared to the same period in 2007, and the $993,000 increase for the six months ended June 30, 2008 as compared to the same period in 2007, was primarily due to increases in LONWORKS
Infrastructure revenues in the EMEA and Americas regions, slightly offset by a reduction in sales in the APJ region. Within the LONWORKS Infrastructure family of products, the quarterly and six month increases were
primarily attributable to increases in our power line transceiver and i.Lon products, partially offset by a reduction in sales of our development tool and network services products.



20



---

##### Table of Contents

As long as current worldwide economic conditions do not deteriorate further, we currently believe our
LONWORKS Infrastructure revenues will grow modestly in 2008 as compared to the $52.8 million we reported in 2007. However, within any given region, revenue growth may fluctuate up or down. In addition, the expected
improvement in 2008 LONWORKS Infrastructure revenues will also be subject to further fluctuations in the exchange rates between the United States dollar and the foreign currencies in which we sell our
LONWORKS Infrastructure products and services. In general, if the dollar were to weaken against these currencies, our revenues from those foreign currency sales, when translated into United States dollars, would
increase. Conversely, if the dollar were to strengthen against these currencies, our revenues from those foreign currency sales, when translated into United States dollars, would decrease. The extent of this exchange rate fluctuation increase or
decrease will depend on the amount of sales conducted in these 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 5.4% for the six months ended June 30, 2008 and 6.3% for the same period in 2007. We do not currently expect that, during the remainder of 2008, the amount of our
LONWORKS Infrastructure revenues conducted in these foreign currencies will fluctuate significantly from prior year levels. 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 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.

Enel Project revenues



|                       |  |                            |       |                       |   |       |                       |   |        |   |  |       |   
|---------------------- |  | -------------------------- | ----- | --------------------- | - | ----- | --------------------- | - | ------ | - |  | ----- | --
|                       |  | Three Months EndedJune 30, |       | 2008 over2007 $Change |   |       | 2008 over2007 %Change |  
|(Dollars in thousands) |  | 2008                       |       | 2007                  |   |      
|Enel Project revenues  |  | $                          | 1,598 |                       | $ | 3,832 |                       | $ | (2,234 | ) |  | (58.3 | %)
|                       |  |                            |      
|                       |  | Six Months EndedJune 30,   |       | 2008 over2007 $Change |   |       | 2008 over2007 %Change |  
|(Dollars in thousands) |  | 2008                       |       | 2007                  |   |      
|Enel Project revenues  |  | $                          | 2,914 |                       | $ | 4,988 |                       | $ | (2,074 | ) |  | (41.6 | %)

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 is purchasing additional metering kit and data concentrator products from us. Under the software enhancement agreement, we are providing software enhancements to
Enel for use in its Contatore Elettronico system. The $1.6 million of Enel project revenue recognized during the quarter ended June 30, 2008, and the $2.9 million of Enel project revenues recognized during the six months ended June 30,
2008, related primarily to shipments under the new development and supply agreement, and to a lesser extent, from revenues attributable to the software enhancement agreement. The $3.8 million of Enel project revenue recognized during the quarter
ended June 30, 2007, and the $5.0 million of Enel project revenues recognized during the six months ended June 30, 2007, related to initial shipments under the new development and supply agreement. The development and supply agreement
expires in December 2011, and the software enhancement agreement expires in December 2009, although delivery of products and services can extend beyond that date and the agreements may be extended under certain circumstances.

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 currently expect that our full year 2008 Enel Project revenues will decrease from the $14.2 million reported in 2007, due
primarily to a reduction in the number of metering kits we expect to ship to Enel and its designated meter manufacturers during 2008.



21



---

##### Table of Contents

EBV revenues



|                       |  |                            |        |                       |   |                       |  |   |       |  |      |  
|---------------------- |  | -------------------------- | ------ | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                       |  | Three Months EndedJune 30, |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|EBV revenues           |  | $                          | 5,248  |                       | $ | 4,360                 |  | $ | 888   |  | 20.4 | %
|                       |  |                            |       
|                       |  | Six Months EndedJune 30,   |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|EBV revenues           |  | $                          | 10,624 |                       | $ | 9,008                 |  | $ | 1,616 |  | 17.9 | %

Sales to EBV, our largest distributor and the primary independent distributor of our products in
Europe, accounted for 16.3% of our total revenues for each of the quarters ended June 30, 2008 and 2007, and 15.7% of our total revenues for the six months ended June 30, 2008 and 13.7% of our total revenues for the same period in 2007.
The primary factor contributing to the $888,000 increase between the two quarters and the $1.6 million increase between the two six month periods was an increase in sales of our power line transceiver products.

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 2008. 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 results of
operations and financial condition could be harmed.

Product revenues



|                       |  |                            |        |                       |   |                       |  |   |       |  |      |  
|---------------------- |  | -------------------------- | ------ | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                       |  | Three Months EndedJune 30, |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|Product revenues       |  | $                          | 31,466 |                       | $ | 26,437                |  | $ | 5,029 |  | 19.0 | %
|                       |  |                            |       
|                       |  | Six Months EndedJune 30,   |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|Product revenues       |  | $                          | 66,133 |                       | $ | 65,514                |  | $ | 619   |  | 0.9  | %

The $5.0 million increase in product revenues for the quarter ended June 30, 2008 as compared
to the same period in 2007 was primarily the result of a $6.9 million increase in NES product revenues and a $498,000 increase in LONWORKS Infrastructure product revenues, partially offset by a $2.4 million decrease in
Enel project product revenues. The $619,000 increase in product revenues for the six months ended June 30, 2008 as compared to the same period in 2007 was primarily the result of a $2.2 million increase in NES product revenues and a $997,000
increase in LONWORKS Infrastructure product revenues, partially offset by a $2.6 million decrease in Enel project product revenues.

Service revenues



|                       |  |                            |       |                       |   |                       |  |   |       |  |       |  
|---------------------- |  | -------------------------- | ----- | --------------------- | - | --------------------- |  | - | ----- |  | ----- | -
|                       |  | Three Months EndedJune 30, |       | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |       | 2007                  |   |                      
|Service revenues       |  | $                          | 691   |                       | $ | 259                   |  | $ | 432   |  | 166.8 | %
|                       |  |                            |      
|                       |  | Six Months EndedJune 30,   |       | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |       | 2007                  |   |                      
|Service revenues       |  | $                          | 1,619 |                       | $ | 451                   |  | $ | 1,168 |  | 259.0 | %

The $432,000 and $1.2 million increases in service revenues during the quarter and six months
ended June 30, 2008 as compared to the same periods in 2007 were primarily due to an increase in NES support revenues, and to a lesser extent, increases in custom software development services provided to Enel.



22



---

##### Table of Contents

Gross Profit and Gross Margin



|                       |  |                            |        |   |                       |   |                       |   |  |   |       |  |      |   
|---------------------- |  | -------------------------- | ------ | - | --------------------- | - | --------------------- | - |  | - | ----- |  | ---- | --
|                       |  | Three Months EndedJune 30, |        |   | 2008 over2007 $Change |   | 2008 over2007 %Change |  
|(Dollars in thousands) |  | 2008                       |        |   | 2007                  |   |                       |  
|Gross Profit           |  | $                          | 12,731 |   |                       | $ | 10,860                |   |  | $ | 1,871 |  | 17.2 | % 
|Gross Margin           |  |                            | 39.6   | % |                       |   | 40.7                  | % |  |   |      |  | (1.1 | %)
|                       |  |                            |       
|                       |  | Six Months EndedJune 30,   |        |   | 2008 over2007 $Change |   | 2008 over2007 %Change |  
|(Dollars in thousands) |  | 2008                       |        |   | 2007                  |   |                       |  
|Gross Profit           |  | $                          | 25,081 |   |                       | $ | 21,012                |   |  | $ | 4,069 |  | 19.4 | % 
|Gross Margin           |  |                            | 37.0   | % |                       |   | 31.8                  | % |  |   |      |  | 5.2  | % 

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 1.1
percentage point decrease and the 5.2 percentage point increase in gross margin during the quarter and six months ended June 30, 2008, as compared to the same periods in 2007, were due to several factors. Favorably impacting gross margins
during the three and six month periods ended June 30, 2008, as compared to the same periods in 2007, was the impact of improved gross margins in our NES product line. During the first six months of 2007, our NES revenues were generated from
sales of earlier versions of our NES products. These older versions were generally more expensive to manufacture. In late 2007, we began shipping more recent, cost reduced versions of our NES products that, when sold at approximately the same price
as the earlier versions, yield higher gross margins. As our 2008 NES revenues were generated primarily from sales of these newer, cost reduced NES products, the gross margin attributable to our NES revenues improved.

Also impacting the fluctuation in gross margins for the periods presented was the mix of revenues reported. Although, as noted above, gross margins
attributable to sales of our NES system products have improved during 2008, in general, sales of these products generate lower gross margins than do sales of either our LONWORKS Infrastructure products and services or
sales made under the Enel Project. As a result, when NES revenues comprise a higher percentage of overall revenues, as they were during the quarter ended June 30, 2008 when they represented 51.7% of our total revenues (as compared to 35.2%
during the same period in 2007), overall gross margins will tend to be lower. However, overall gross margins improved during the six months ended June 30, 2008, when NES revenues comprised 54.8% of our total revenues as compared to 51.9% for
the same period in 2007. In this instance, when NES revenues were only slightly higher as a percentage of overall revenues, the impact of improved gross margins in the NES product line more than offset the negative impact on gross margins resulting
from increased NES revenues.

Also contributing to the fluctuation in gross margins for the periods presented was the impact of fluctuating
total revenue levels. 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 and six months ended June 30, 2008 as compared to the same periods in 2007, gross margins are favorably impacted.

Lastly, during the quarter ended June 30, 2008, our inventory levels increased substantially as a result of our transition between contract
electronic manufacturers (CEMs). As a result, the amount of indirect overhead spending we capitalized in inventory increased during the quarter. This had the effect of improving gross margin as those costs would otherwise have been
expensed during the quarter. We expect our inventory levels to decrease during the remainder of 2008, which will result in the reduction of capitalized overhead in inventory. When this occurs, it will cause gross margin rates to decrease.

We expect that, during 2008, our gross margins will not change significantly from the 36.5% recorded in 2007. While we do expect 2008
gross margins will be favorably affected by an increase in overall revenues and, to a lesser extent, by increased sales of the more recent, cost reduced versions of our NES products, there are several other factors that we expect will, when
combined, offset those improvements. Among those other factors are the transition we are currently undertaking to move our product manufacturing from WKK Technology to alternative CEM in Asia. As noted above, this effort has required us to purchase
inventory from WKK that WKK procured in



23



---

##### Table of Contents

anticipation of our production requirements, and resell that inventory to the new CEMs as they require it. This process will likely result in historically
high inventory levels during 2008, and will also increase our exposure to excess and obsolete inventories. In addition, the impact of foreign exchange rate fluctuations could also affect our gross margins during 2008. We currently outsource the
manufacturing of most of our products requiring assembly to CEMs located in China. To the extent the dollar were to weaken further against the Chinese currency, or other currencies used by our CEMs, our costs for the products they manufacture could
rise, which would negatively affect our gross margins. Lastly, many of our products, particularly our NES products, contain significant amounts of certain commodities, such as copper and cobalt. Recently, prices for these commodities have increased,
which in turn have increased the prices we pay for the products in which they are incorporated.

Operating Expenses

Product Development



|                       |  |                            |        |                       |   |                       |  |   |       |  |      |  
|---------------------- |  | -------------------------- | ------ | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                       |  | Three Months EndedJune 30, |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|Product Development    |  | $                          | 9,402  |                       | $ | 8,118                 |  | $ | 1,284 |  | 15.8 | %
|                       |  |                            |       
|                       |  | Six Months EndedJune 30,   |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|Product Development    |  | $                          | 18,438 |                       | $ | 15,896                |  | $ | 2,542 |  | 16.0 | %

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

The $1.3 million and $2.5 million increases in product development expenses for the quarter and six month periods ended June 30, 2008 as compared to
the same periods in 2007 were primarily due to increases of $1.0 million and $1.7 million, respectively, in non-cash equity compensation expenses for our product development personnel. Also contributing to the increases between the periods were
additional cash based compensation expenses, partially offset by reductions in fees paid to third party service providers, and equipment and supplies used in the development process.

We expect that, for full year 2008, product development expenses will increase over 2007 levels. This increase will primarily be the result of increased
development efforts related to our NES system products as well as increased equity and other compensation related expenses.

Sales and Marketing



|                       |  |                            |        |                       |   |                       |  |   |       |  |      |  
|---------------------- |  | -------------------------- | ------ | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                       |  | Three Months EndedJune 30, |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|Sales and Marketing    |  | $                          | 6,162  |                       | $ | 4,968                 |  | $ | 1,194 |  | 24.0 | %
|                       |  |                            |       
|                       |  | Six Months EndedJune 30,   |        | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands) |  | 2008                       |        | 2007                  |   |                      
|Sales and Marketing    |  | $                          | 12,167 |                       | $ | 10,395                |  | $ | 1,772 |  | 17.0 | %

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 $1.2 million increase in sales and marketing expenses for the quarter ended June 30, 2008 as compared to the same period in 2007 was primarily
due to a $788,000 increase in compensation and related expenses (including a $425,000 increase in non-cash equity compensation expense), and to a lesser extent, increases in marketing expenses, facilities costs, and fees paid to third party service
providers. The $1.8 million increase in sales and marketing expenses for the six months ended June 30, 2008 as compared to the same period in 2007 was primarily due to a $1.3 million increase in compensation and related expenses (including a
$806,000 increase in non-cash equity compensation expense), and to a lesser extent, increases in marketing expenses, facilities costs, and fees paid to third party service providers.



24



---

##### Table of Contents

Also contributing to the increases between the quarterly and six month periods 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 $211,000 of the
$1.2 million increase between the two quarterly periods, and $418,000 of the $1.8 million increase between the two six month periods, was the result of these foreign currency exchange rate fluctuations.

We expect that, during 2008, our sales and marketing expenses will increase over 2007 levels due in part to increased commissions paid to our sales
personnel as well as higher equity compensation expenses. In addition, if the United States dollar were to weaken against the foreign currencies where we operate, 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



|                           |  |                            |       |                       |   |                       |  |   |       |  |      |  
|-------------------------- |  | -------------------------- | ----- | --------------------- | - | --------------------- |  | - | ----- |  | ---- | -
|                           |  | Three Months EndedJune 30, |       | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands)     |  | 2008                       |       | 2007                  |   |                      
|General and Administrative |  | $                          | 4,721 |                       | $ | 4,163                 |  | $ | 558   |  | 13.4 | %
|                           |  |                            |      
|                           |  | Six Months EndedJune 30,   |       | 2008 over2007 $Change |   | 2008 over2007 %Change | 
|(Dollars in thousands)     |  | 2008                       |       | 2007                  |   |                      
|General and Administrative |  | $                          | 9,236 |                       | $ | 7,731                 |  | $ | 1,505 |  | 19.5 | %

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

The $558,000 increase in general and administrative expenses during the quarter ended June 30, 2008 as compared to the same period in 2007 was
primarily attributable to a $513,000 increase in non-cash equity compensation expenses for our executive, finance, and administrative personnel. The $1.5 million increase in general and administrative expenses during the six months ended
June 30, 2008 was primarily attributable to a $1.2 million increase in non-cash equity compensation expenses, and to a lesser extent, increased fees paid to our independent accountants and other third party service providers.

We believe that, for full year 2008, general and administrative costs will increase above 2007 levels due primarily to increased equity compensation
expenses.

Interest and Other Income, Net



|                               |  |                            |       |                       |   |       |                       |   |        |   |  |       |   
|------------------------------ |  | -------------------------- | ----- | --------------------- | - | ----- | --------------------- | - | ------ | - |  | ----- | --
|                               |  | Three Months EndedJune 30, |       | 2008 over2007 $Change |   |       | 2008 over2007 %Change |  
|(Dollars in thousands)         |  | 2008                       |       | 2007                  |   |      
|Interest and Other Income, Net |  | $                          | 519   |                       | $ | 1,488 |                       | $ | (969   | ) |  | (65.1 | %)
|                               |  |                            |      
|                               |  | Six Months EndedJune 30,   |       | 2008 over2007 $Change |   |       | 2008 over2007 %Change |  
|(Dollars in thousands)         |  | 2008                       |       | 2007                  |   |      
|Interest and Other Income, Net |  | $                          | 1,178 |                       | $ | 2,985 |                       | $ | (1,807 | ) |  | (60.5 | %)

Interest and other income, net primarily reflects interest income 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.

The $969,000 and $1.8 million decreases in interest and other income, net during the quarter and six month periods ended June 30, 2008 as compared
to the same periods in 2007 was primarily attributable to a $1.0 million and $1.6 million, respectively, decrease in interest income. The reduction in interest income is primarily the result of a reduction in our average invested cash balance
between the periods coupled with reductions in the weighted average yield on our investment portfolio.

Also contributing to the $1.8
million decline in interest and other income, net between the two six month periods was a $231,000 increase in foreign currency translation losses. In accordance with SFAS No. 52, Foreign Currency Translation, we account for foreign
currency translation gains and losses associated with our short-term intercompany balances by reflecting these amounts as either other income or loss in our consolidated statements of operations. During periods when the U.S. dollar strengthens in
value against these foreign currencies, the associated translation gains favorably impact other income. Conversely, when the U.S. dollar weakens, as it did during the first quarter of 2008, the resulting translation losses negatively impact other
income.



25



---

##### Table of Contents

We expect that, for full year 2008, interest and other income, net will decrease significantly from the
$5.7 million reported for 2007. This expected decrease is primarily attributable to our current belief that the average yield on our investment portfolio will trend downwards as a result in the reduction of short-term interest rates. 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



|                                                |  |                            |     |                       |   |     |                       |   |     |   |  |       |   
|----------------------------------------------- |  | -------------------------- | --- | --------------------- | - | --- | --------------------- | - | --- | - |  | ----- | --
|                                                |  | Three Months EndedJune 30, |     | 2008 over2007 $Change |   |     | 2008 over2007 %Change |  
|(Dollars in thousands)                          |  | 2008                       |     | 2007                  |   |    
|Interest Expense on Lease Financing Obligations |  | $                          | 265 |                       | $ | 308 |                       | $ | (43 | ) |  | (14.0 | %)
|                                                |  |                            |    
|                                                |  | Six Months EndedJune 30,   |     | 2008 over2007 $Change |   |     | 2008 over2007 %Change |  
|(Dollars in thousands)                          |  | 2008                       |     | 2007                  |   |    
|Interest Expense on Lease Financing Obligations |  | $                          | 539 |                       | $ | 627 |                       | $ | (88 | ) |  | (14.0 | %)

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. The terms of these leases were extended in June 2008. As discussed in Note 3 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 initially recorded assets and corresponding financing liabilities for an amount equal to these lessor paid
construction costs. As a result of the lease extension in June 2008, we adjusted the lease financing liabilities to equal the present value of the new lease payments we are obligated to make, with a corresponding increase to the net book value of
the building assets. 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 increase 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. As a result of the June 2008 lease
extension, we will now be making payments against a new lease financing obligation balance. Accordingly, a higher percentage of the payments we make in 2008 will be allocated to interest expense and less will be allocated to principal repayment.

Provision for Income Taxes



|                           |  |                            |    |                       |   |     |                       |   |      |   |  |       |   
|-------------------------- |  | -------------------------- | -- | --------------------- | - | --- | --------------------- | - | ---- | - |  | ----- | --
|                           |  | Three Months EndedJune 30, |    | 2008 over2007 $Change |   |     | 2008 over2007 %Change |  
|(Dollars in thousands)     |  | 2008                       |    | 2007                  |   |    
|Provision for Income Taxes |  | $                          | 74 |                       | $ | 107 |                       | $ | (33  | ) |  | (30.8 | %)
|                           |  |                            |   
|                           |  | Six Months EndedJune 30,   |    | 2008 over2007 $Change |   |     | 2008 over2007 %Change |  
|(Dollars in thousands)     |  | 2008                       |    | 2007                  |   |    
|Provision for Income Taxes |  | $                          | 94 |                       | $ | 215 |                       | $ | (121 | ) |  | (56.3 | %)

The provision for income taxes for the quarters ended June 30, 2008 and 2007 was $74,000 and
$107,000, respectively. The provision for income taxes for the six month periods ended June 30, 2008 and 2007 was $94,000 and $215,000, respectively. The difference between the statutory rate and our effective tax rate is primarily due to the
impact of federal and state alternative minimum taxes, foreign taxes, changes in the valuation allowance on deferred tax assets, and changes in the accruals related to unrecognized tax benefits recorded in accordance with FASB Interpretation
No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109.

Although we expect to generate a loss before provision for income taxes in 2008, 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 and
various state minimum taxes. We currently expect our 2008 provision for income taxes will be modestly higher than the amounts provided for in 2007.



26



---

##### Table of Contents

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, each of which expires in March 2020. Upon expiration, both lease
agreements provide for extensions of up to ten years. The leases of our corporate headquarters facilities are accounted for under EITF 97-10 and SFAS 98 (see Note 3 of Notes to Condensed Consolidated Financial Statements).

In addition, we lease facilities under operating leases for our sales, marketing, distribution, and product development personnel located elsewhere
within the United States and in ten foreign countries throughout Europe and Asia including a land lease for accounting purposes associated with our corporate headquarters facilities in San Jose, California (see Note as referenced above). With the
exception of the land lease associated with our corporate headquarters facilities, which has a term commensurate with the building leases, these operating leases expire on various dates through 2020, 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.

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 $140,000 during the quarter ended June 30, 2008, and $150,000 for the same period in 2007, and $273,000 for the six months ended June 30, 2008, and $299,000
for the same period in 2007.

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.



27



---

##### Table of Contents

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 June 30, 2008, 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 June 30, 2008, it is possible that our results of operations, cash flows, and financial
position could be harmed by the resolution of any such outstanding claims.

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 June 30, 2008, we raised
$290.5 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 authorized 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. The stock repurchase program expired in March 2008.

In April 2008, our board of directors approved a new 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 216,750 shares under the program at a cost of $2.6 million. As of June 30, 2008,
2,783,250 shares were available for repurchase. The new stock repurchase program will expire in April 2011.

The following table presents
selected financial information as of June 30, 2008, and for each of the last three fiscal years (dollars in thousands):



|                                                   |  |              |         |              |      |         |      |   |         |  |   |        
|-------------------------------------------------- |  | ------------ | ------- | ------------ | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                   |  | June 30,2008 |         | December 31,
|                                                   |  |              | 2007    |              | 2006 |         | 2005
|Cash, cash equivalents, and short-term investments |  | $            | 105,649 |              | $    | 107,190 |      | $ | 124,157 |  | $ | 154,480
|Trade accounts receivable, net                     |  |              | 15,248  |              |      | 33,469  |      |   | 13,918  |  |   | 11,006 
|Working capital                                    |  |              | 120,019 |              |      | 126,711 |      |   | 129,521 |  |   | 154,869
|Stockholders equity                               |  |              | 144,304 |              |      | 153,211 |      |   | 153,663 |  |   | 178,551

As of June 30, 2008, we had $105.6 million in cash, cash equivalents, and short-term
investments, a decrease of $1.5 million as compared to December 31, 2007. 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 programs.



28



---

##### Table of Contents

Cash flows from operating activities. Cash flows from operating activities have historically been driven by
net income (loss) levels, adjustments for non-cash charges such as stock-based compensation, depreciation, amortization, and in-process research and development charges, as well as fluctuations in operating asset and liability balances. Net cash
provided by operating activities was $4.3 million for the six months ended June 30, 2008, an increase of approximately $9.3 million from the same period in 2007. During the six months ended June 30, 2008, net cash provided by operating
activities was primarily the result of stock-based compensation expenses of $7.1 million, depreciation and amortization expense of $4.3 million, a reduction in our accrued investment income of $650,000, and changes in our operating assets and
liabilities of $6.5 million, partially offset by our net loss of $14.2 million. During the six months ended June 30, 2007, net cash used in operating activities was primarily a result of our net loss of $10.9 million, changes in our operating
assets and liabilities of $348,000, an increase in accrued investment income of $245,000, and a reduction in our bad debt reserve balance of $57,000, partially offset by stock-based compensation expenses of $2.9 million, and depreciation and
amortization expense of $3.6 million.

Cash flows from investing activities. Cash flows from investing activities have 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 $537,000 for the six months ended June 30, 2008, a
$3.5 million decrease from the same period in 2007. During the six months ended June 30, 2008, net cash provided by investing activities was primarily the result of proceeds from maturities and sales of available-for-sale short-term investments
of $33.1 million, partially offset by purchases of available-for-sale short-term investments of $30.5 million and capital expenditures of $2.0 million. During the six months ended June 30, 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 $62.2 million and changes in our other long-term assets of $43,000, partially offset by purchases of available-for-sale short-term investments
of $55.1 million, and capital expenditures of $3.1 million.

Cash flows from financing activities. 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 and principal payments on our lease financing obligations. Net cash used in financing activities was $3.3
million for the six months ended June 30, 2008, a $4.3 million increase over the same period in 2007. During the six months ended June 30, 2008, net cash used in financing activities was primarily the result of $2.6 million worth of
open-market repurchases of our common stock under our stock repurchase program, $1.1 million in principal payments on our building lease financing obligations, and $717,000 worth of shares repurchased from employees for payment of employee taxes on
vesting of share awards and upon exercise of stock options, partially offset by proceeds of $1.2 million from the exercise of stock options by our employees. During the six month period ended June 30, 2007, net cash provided by financing
activities was attributable to proceeds of $3.2 million from issuance of common stock as a result of options exercised by our employees, partially offset by $842,000 of repurchases of common stock from our employees for payment of income and
other payroll taxes they owed upon the vesting of share awards and upon the exercise of stock options, and $1.3 million in principal payments of lease financing obligations.

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, money market funds, and to a lesser extent, foreign corporate obligations. 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 2008 as a result of our anticipated operating losses. In
addition, any weakening of current economic conditions, or changes in our planned cash outlay, could negatively affect our existing cash, cash equivalents, and investment balances. 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.



29



---

##### Table of Contents

RELATED PARTY TRANSACTIONS

During the quarter and six months ended June 30, 2008, and the years ended December 31, 2007, 2006, and 2005, 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, 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 12 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 has 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 July 31, 2008, a representative of Enel is not presently serving on our board.

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 our
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 purchase additional electronic components and finished goods from us. Under the software enhancement agreement, we provide software enhancements to
Enel for use in its Contatore Elettronico system. The development and supply agreement expires in December 2011, and the software enhancement agreement expires 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 three months ended June 30, 2008 and 2007, we recognized
revenue from products and services sold to Enel and its designated manufacturers of approximately $1.6 million and $3.8 million, respectively. For the six months ended June 30, 2008 and 2007, we recognized revenue from products and services
sold to Enel and its designated manufacturers of approximately $2.9 million and $5.0 million, respectively. As of June 30, 2008, and December 31, 2007, $499,000 and $3.0 million, respectively, of our total accounts receivable balance
related to amounts owed by Enel and its designated manufacturers.

RECENTLY ISSUED
ACCOUNTING STANDARDS

With the exception of the items discussed below, there have been no recent
accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2008, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K/A for the year ended December 31,
2007, that are of significance, or potential significance, to Echelon.

In March 2008, the FASB issued Statement of Financial Accounting
Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities. SFAS 161 requires companies with derivative instruments to disclose information that should enable financial statement users to
understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and how
derivative instruments and related hedged items affect a companys financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. We believe that the adoption of SFAS 161 will not have a material impact on our consolidated financial statements as we do not currently engage in the use of derivative instruments or hedging activities.



30



---

##### Table of Contents

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 an automated meter infrastructure (AMI) system (such as one based on 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:



| |  |  | regulatory factors that may affect the requirements of the AMI system or the timing of its deployment;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | 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 an AMI field trial that is based on our NES system.
| | - |  | ------------------------------------------------------------------------------------------------------------------

In addition, shipment of NES products to a particular jurisdiction or customer is generally dependent on either obtaining regulatory approval for the NES
meter or other products from a third party for the relevant jurisdiction, or satisfying the customers internal testing requirements, or both. This approval process is often referred to as homologation or type testing. Further,
shipment of NES products into some jurisdictions requires our contract manufacturers to pass certain tests and meet various standards related to the production of our NES meters. Failure to receive any such approval on a timely basis or at all,
or failure to maintain any such approval, would have a material adverse impact on our ability to ship our NES system products, and would therefore have an adverse affect on our results of operations and our financial condition.

Once a utility decides to move forward with a large-scale deployment of an AMI project that is based on 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, some of which may not be under our control, include shipment schedules that may be delayed or subject to modification, other contractual provisions,
such as customer acceptance of all or any part of the AMI system, and our ability to manufacture and deliver quality products according to expected schedules. 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, such as the acceptance of software deliverables, 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, we and our investors may 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 not yielded gross margins in line with our long term goals for this product line, while our NES
related operating expenses have increased significantly.

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 continuing to reduce the cost of manufacturing our NES system products, while at the same time managing manufacturing
cost pressures associated with commodity prices and foreign exchange fluctuations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



---

##### Table of Contents

| |  |  | Manage the manufacturing transition to reduced-cost NES 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 Jabil, Flextronics, and TYCO. 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, 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.

We
may elect to change any of these key suppliers. For example, we are currently in the process of ending our relationship with a former CEM partner, WKK Technology (WKK). As part of this transition, we have moved the production of products
WKK built for us to alternative CEMs. We have also been required to purchase raw material and in-process inventory from WKK that WKK procured in anticipation of our production requirements. In addition, we currently have capital equipment located at
WKK that must be relocated to the new CEMs in order to continue manufacturing our products there. In addition, 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. Also, as our NES business grows, we will be required to expand our business with our key suppliers or find additional sources of supply, as we have recently done with Flextronics and Jabil. There is no guarantee
that we would be able to find acceptable alternative or additional sources. Additional risks that we face if we must transition between CEMs include:



| |  |  | moving raw material, in-process inventory, and capital equipment between locations, some of which may be 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 a sufficient number of 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.

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.



32



---

##### Table of Contents

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.

If we are not able to develop
or enhance our products in a timely manner, our revenues will suffer.

Due to the nature of development efforts in general, we often
experience delays in the introduction of new or improved products beyond our original projected shipping date for such products. Historically, when these delays have occurred, we experienced an increase in our development costs and a delay in our
ability to generate revenues from these new products. We believe that similar new product introduction delays in the future, particularly with respect to the NES system, could also increase our costs and delay our revenues.

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 may expose us to penalties, damages and other liabilities. Even in the absence of such contractual provisions, we may
agree to assume certain liabilities for the benefit of our customers. Any such liabilities would have an adverse effect on our financial condition and operating results.

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, rapid changes in customer or regulatory requirements, and localized market 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 or regulatory requirements and to develop or improve our products to 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 ability to meet a customers required delivery schedules;
| | - |  | -------------------------------------------------------------



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



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



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

Competitors for our NES system products include the Bayard Capital group of companies, ESCO, Elster, Enel, General Electric, Iskraemeco, Itron/Actaris, Kamstrup, Sensus, and Siemens, which 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.



33



---

##### Table of Contents

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 or shipping 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. This could delay our revenues and increase our expenses.

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.

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.



34



---

##### Table of Contents

We face financial and operational risks associated with international operations.

We have operations located in ten countries around the world. Revenues from international sales, which include both export sales and sales by
international subsidiaries, accounted for about 77.9% of our total net revenues for the quarter ended June 30, 2008, and 81.2% of our total net revenues for the same period in 2007, and 81.9% of our total net revenues for the six months ended
June 30, 2008, and 86.0% for the same period in 2007. We expect that international sales will continue to constitute a significant portion of our total net revenues.

Changes in the value of currencies in which we conduct our business relative to the U.S. dollar have caused and could continue to 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, our products are generally assembled by CEMs in China. Although our transactions with these vendors have historically been denominated in U.S. dollars, in the future they 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. In addition, any future increase in labor costs in the markets where our products are manufactured could also result in higher costs to procure our products.

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.

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



| |  |  | timing of and costs associated with 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, or could delay delivery or
acceptance of, 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.



35



---

##### Table of Contents

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 and our technical personnel. In May 2008, our President and Chief Operating Officer, Beatrice Yormark, passed away unexpectedly. Her duties have been assumed by our Chief
Executive Officer for an indeterminate period of time. 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 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.

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 cannot assure you that we will achieve sustained profitability in the future. 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;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | shipment, payment schedules, and product acceptance may be delayed;
| | - |  | -------------------------------------------------------------------



| |  |  | 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 delivery and acceptance criteria for our software and/or hardware products, 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



---

##### Table of Contents

| |  |  | 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 SFAS No. 123R 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 No. 142, Goodwill and Other Intangible Assets, and SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived 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.

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.



37



---

##### Table of Contents

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, or it may not be economically feasible to enforce them. 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.

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; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



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

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.



38



---

##### Table of Contents

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
July 31, 2008, 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 32.5% of our
outstanding stock.

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 nominee 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/A for the year ended December 31, 2007.

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 June 30, 2008, and December 31, 2007, 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.



39



---

##### Table of Contents

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 June 30, 2008, and December 31, 2007, our
financial position and results of operations would not be materially affected. However, we could experience a material impact in the future.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

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, 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, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2008.

Changes in Internal Control Over Financial Reporting

In conjunction with our review of the effectiveness of our disclosure controls and procedures as of March 31, 2008, management identified material weaknesses in internal controls over financial reporting as follows:



| |  |  | 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 FAS 123R; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

These material weaknesses resulted in the restatement of our previously issued consolidated financial statements as of
December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and each of the quarterly periods in 2007 and 2006, to correct reported stock-based compensation expense and other expenses, assets and
liabilities associated with accounting for our San Jose, California headquarters facilities leases in such consolidated financial statements.

During the quarter ended June 30, 2008, we remediated these material weaknesses by making the following changes to our internal controls over financial reporting (as defined in Rule 13a-15(e) of the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting:



| |  |  | We have implemented a new control to ensure appropriate and timely review of all critical input settings within our equity compensation software application; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have designed and implemented procedures to properly account for and provide the required disclosures for our San Jose, California headquarters facility leases.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



40



---

##### Table of Contents

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 7, 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 Factors That May Affect Future Results Of Operations in Managements Discussion and Analysis of Financial Condition and Results of Operations, contained in
Item 2 of Part I of this report. This restated description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I Item 1A of our 2007 Annual Report on
Form 10-K/A and in Part II Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, and is incorporated herein by reference.



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

In April 2008, the Companys board of directors approved a new stock repurchase program, which authorizes the Company to repurchase up to 3.0 million shares of the Companys common stock. During the three months ended
June 30, 2008, the Company repurchased 216,750 shares at a cost of $2.6 million. As of June 30, 2008, 2,783,250 shares were available for repurchase. The new stock repurchase program will expire in April 2011. The following table provides
information about the repurchase of our common stock during the quarter ended June 30, 2008:



|                   |  |                                    |  |                            |       |                                                                               |         |                                                                                 |          
|------------------ |  | ---------------------------------- |  | -------------------------- | ----- | ----------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | ---------
|                   |  | Total Number ofSharesPurchased (1) |  | AveragePrice Paidper Share |       | Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs |         | Maximum Number ofShares that May Yet BePurchased Under thePlans or Programs
(1)
|April 1- April 30  |  | 7,740                              |  | $                          | 14.85 |                                                                               |        |                                                                                 | 3,000,000
|May 1- May 31      |  | 224,546                            |  | $                          | 12.21 |                                                                               | 216,750 |                                                                                 | 2,783,250
|June 1- June 30 31 |  | 125,461                            |  | $                          | 13.69 |                                                                               |        |                                                                                 | 2,783,250
|                   |  |                                    |  |                            |       |                                                                               |         |                                                                                 |          
|Total              |  | 357,747                            |  | $                          | 12.78 |                                                                               | 216,750 |                                                                                 | 2,783,250
|                   |  |                                    |  |                            |       |                                                                               |         |                                                                                 |          



|(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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

The Company held its annual meeting of stockholders on May 27, 2008. At such meeting, the following directors were elected: M. Kenneth Oshman and Larry W. Sonsini. Our incumbent directors, Robyn M. Denholm, Robert J. Finocchio, Jr.,
Armas Clifford Markkula, Jr., Robert R. Maxfield, Richard M. Moley, and Betsy Rafael will continue to serve on the Board. Voting results for the election of the directors were as follows:



|                  |  |            |  |              
|----------------- |  | ---------- |  | -------------
|                  |  | Votes For  |  | VotesWithheld
|M. Kenneth Oshman |  | 33,791,673 |  | 141,359      
|Larry W. Sonsini  |  | 31,047,933 |  | 2,885,099    



41



---

##### Table of Contents

The only other matter submitted to stockholder vote at the Annual Meeting was the ratification of the
appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending December 31, 2008. Voting results for the KPMG LLP appointment were as follows:



|           |  |               |  |        
|---------- |  | ------------- |  | -------
|Votes For  |  | Votes Against |  | Abstain
|33,148,058 |  | 762,270       |  | 22,704 



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



|            |  |                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                                                                                                  
|            | 
|10.2(k)     |  | Form of 1997 Stock Plan Performance Share Agreement for US Based Corporate Officers                                                                                                                      
|            | 
|10.2(l)     |  | Form of 1997 Stock Plan Performance Share Agreement for non-US Based Corporate Officers                                                                                                                  
|            | 
|10.2(m)     |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for US based Corporate Officers                                                                                                               
|            | 
|10.2(n)     |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non-US based Corporate Officers                                                                                                           
|            | 
|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: August 11, 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)



42



---

##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                                                                                                  
|            | 
|10.2(k)     |  | Form of 1997 Stock Plan Performance Share Agreement for US Based Corporate Officers                                                                                                                      
|            | 
|10.2(l)     |  | Form of 1997 Stock Plan Performance Share Agreement for non-US Based Corporate Officers                                                                                                                  
|            | 
|10.2(m)     |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for US based Corporate Officers                                                                                                               
|            | 
|10.2(n)     |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non-US based Corporate Officers                                                                                                           
|            | 
|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



43