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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2010

OR



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

For the transition period from  to
.

Commission file number: 000-29748





ECHELON CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0203595                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

550 Meridian Avenue

San Jose, California 95126

(Address of principal executive office and zip code)

(408) 938-5200

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                              |  |                                                       
|----------------------------- |  | ------------------------------------------------------
|Title of each class           |  | Name of each exchange on which registered             
|Common Stock, par value $0.01 |  | The NASDAQ Stock Market LLC (The Nasdaq Global Market)

Securities registered pursuant to
Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈     No  x

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 such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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   |  |  ̈  (do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

As of
June 30, 2010, the last business day of the registrants most recently completed second fiscal quarter, there were 41,399,390 shares of the registrants common stock outstanding, and the aggregate market value of such shares held by
non-affiliates of the registrant (based on the per share closing sale price of $7.33 of such shares on the Nasdaq Global Market on June 30, 2010) was approximately $222.8 million. Shares of the registrants common stock held by each
executive officer and director and by each entity that owns 5% or more of the registrants outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

As of February 28, 2011, 42,028,532 shares of the registrants common
stock, $.01 par value per share, were issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE



|                                                                                                 |  |                              
|------------------------------------------------------------------------------------------------ |  | -----------------------------
|Document                                                                                         |  | Parts Into Which Incorporated
|                                                                                                 | 
|Proxy Statement for the Annual Meeting of Stockholders to be held May 24, 2011 (Proxy Statement) |  | Part III                     









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ECHELON CORPORATION

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2010

INDEX



|              |  |                                                                                                |    |      |    | 
|------------- |  | ---------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|              |  |                                                                                                |    | Page |   
|PART I        | 
|              |  |                                                                                               
|Item 1.       |  | Business                                                                                       |    |      | 3  | 
|Item 1A.      |  | Risk Factors                                                                                   |    |      | 11 | 
|Item 1B.      |  | Unresolved Staff Comments                                                                      |    |      | 21 | 
|Item 2.       |  | Properties                                                                                     |    |      | 21 | 
|Item 3.       |  | Legal Proceedings                                                                              |    |      | 22 | 
|Item 4.       |  | Reserved                                                                                       |    |      | 22 | 
|             
|PART II       | 
|              |  |                                                                                               
|Item 5.       |  | Market for the Registrants Common Equity and Related Stockholder Matters                      |    |      | 23 | 
|Item 6.       |  | Selected Financial Data                                                                        |    |      | 25 | 
|Item 7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |    |      | 26 | 
|Item 7A.      |  | Quantitative and Qualitative Disclosures About Market Risk                                     |    |      | 43 | 
|Item 8.       |  | Financial Statements and Supplementary Data                                                    |    |      | 44 | 
|Item 9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |    |      | 44 | 
|Item 9A.      |  | Controls and Procedures                                                                        |    |      | 44 | 
|Item 9B.      |  | Other Information                                                                              |    |      | 44 | 
|             
|PART III      | 
|              |  |                                                                                               
|Item 10.      |  | Directors, Executive Officers and Corporate Governance Matters                                 |    |      | 45 | 
|Item 11.      |  | Executive Compensation                                                                         |    |      | 45 | 
|Item 12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |    |      | 45 | 
|Item 13.      |  | Certain Relationships and Related Transactions and Director Independence                       |    |      | 45 | 
|Item 14.      |  | Principal Accountant Fees and Services                                                         |    |      | 45 | 
|             
|PART IV       | 
|              |  |                                                                                               
|Item 15.      |  | Exhibits, Financial Statement Schedule                                                         |    |      | 45 | 
|              | 
|SIGNATURES    |  |                                                                                                | 80 |     
|EXHIBIT INDEX |  |                                                                                                | 81 |     



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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 or strategies regarding the future that are forward-looking. These
statements include those discussed in Item 1, Business, including General, Markets, Products and Services, Product Development, Marketing, Competition, and Government
Regulation in Item 1A, Risk Factors, in Item 2, Properties in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, including Critical Accounting Policies,
Results of Operations, Off-Balance-Sheet Arrangements and Other Contractual Obligations, Liquidity and Capital Resources, Related Party Transactions, Recently Issued Accounting Standards,
and elsewhere in this report. In this report, the words anticipate, believe, expect, intend, future, moving toward and 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 factors including, but not limited to, those set forth in the section entitled Risk Factors
and elsewhere in this report. 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.

PART I

ITEM 1. BUSINESS

General

Echelon Corporation is a leading provider of energy control
networking solutions, a critical element of incorporating action-oriented intelligence into the utility grid, buildings, streetlights, and other energy devices  all components of the evolving smart grid, which encompasses everything from the
power plant to the plug. Echelons products can be used to make the management of electricity over the smart grid cost effective, reliable, survivable and instantaneous.

In energy control networks, decision-making algorithms and rules are pushed out from the data center to intelligent control devices such as air conditioners, appliances, electricity meters, load control
modules, light switches, motors, and thermostats in buildings and the grid. These intelligent edge devices run autonomously, monitoring their local environment and energy conditions, making real-time decisions to optimize operation and efficiency,
and reporting results back to the enterprise when warranted. Pushing decision making from the center to the edge brings many benefits, such as enabling decisions to be made more quickly and reliably without the delay associated with communicating to
a remote server, increasing system survivability and availability by eliminating central points of failure, and reducing cost and complexity by sending only relevant information rather than unprocessed data to the enterprise.

Our energy control networking solutions are targeted specifically toward the commercial (business, schools, governments) and electric
utility markets, and comprise systems, subsystems and components. We believe that due to changes in the global energy markets, these two markets are converging and our solutions are becoming critical to the needs of utilities and commercial
customers alike. Many forces are driving this convergence and demand, including:



| |  |  | The adoption of renewable and distributed energy sources;
| | - |  | ---------------------------------------------------------



| |  |  | Increasing energy prices and concerns over energy availability;
| | - |  | ---------------------------------------------------------------



| |  |  | Increased regulatory complexity;
| | - |  | --------------------------------



| |  |  | Renewed focus by governments, businesses, and consumers on managing green house gas emissions;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | The need for emerging economies to bring high quality reliable power to their countries; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | The erratic and fluctuating demands placed on utilities by new loads such as electric vehicles.
| | - |  | -----------------------------------------------------------------------------------------------

Our solutions allow customers to monitor and save energy; lower costs; improve productivity; and enhance service quality, safety, and
convenience. They also provide our Utility customers with a next-generation platform that enhances operational efficiency and lays the groundwork for future applications and services.

Echelon was incorporated in California in 1988 and reincorporated in Delaware in 1989. We have 98 patents related to our energy control
networking solutions and there are more than 100 million smart devices enabled by our products deployed around the world. With our global headquarters in San Jose, California, engineering locations in the United States and Germany, and regional
sales offices throughout North America, Europe and Asia, our products are available throughout the world.



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Market Overview

Commercial Market - As with all markets, there are two sides of the smart grid: supply (electric utilities) and demand (their customers). Every building and home is part of the demand side
of the smart grid. Buildings are responsible for nearly half of global electricity consumption and greenhouse gas emissions  and this demand is projected to increase rapidly, with total building space growing by over 25% over the next decade.
Beyond homes and buildings, all devices that consume electricity, such as street lights and parking lot lights, are part of the smart grid. For example, street lighting is reported to represent as much as 60% of a city governments electricity
bill. Responding to growing demands, rising costs, and green house gas reduction mandates, government and municipality officials, building owners and building managers are continually looking for ways to control costs, make more efficient use of
their energy consumption and improve customer satisfaction.

In the United States alone, projections are that a comprehensive
energy efficiency program in commercial buildings could potentially reduce energy consumption by nearly 25% by 2020. Energy control networking systems are used to monitor and control key systems within buildings, including access; elevators;
fire/life/safety; heating and air conditioning; lighting; sub-metering; security; and window blinds. To date, automation of these systems has been implemented primarily within large commercial buildings. We believe that the increased global interest
in reducing energy consumption  both to reduce cost and minimize impact to the environment  is accelerating the adoption of energy control networks not only within large facilities but also within smaller buildings that previously have
not been automated.

In public lighting, reducing consumption by 50%  an achievable goal  would not only reduce
electricity expense, but would also reduce carbon dioxide emissions by over 40 million metric tons annually. The vast majority of todays streetlamps are not intelligent. They turn on when a photocell attached to them reacts to
the darkness, and off when the sun comes up. They burn at one level of power, and when they burn out or the photocell fails, the only way anyone knows is if a worker spots one that doesnt work, or a citizen calls the local utility to report
the outage. Smart streetlights are controlled as a segment and are designed to automatically respond based on a pre-determined set of rules and detect and report failures and potential problems. By networking street lighting systems,
energy consumption and maintenance costs can be reduced through remote diagnostics and predictive failure reporting. In addition, networked street lighting systems can enhance safety, improve lighting quality, and serve as an infrastructure for
future applications. For example, they can be turned on and off, dimmed and even flashed continually in an emergency, much like a cars hazard lights. The end result for the city and ultimately the residents is reduced power consumption and
lower energy bills for the government.

As distributed generation and renewables, such as wind and solar power, become
increasingly large portions of the energy mix we believe there is an opportunity created for energy control networks within these systems to keep the system running at peak efficiency and drive down operating and maintenance costs.

Echelon Commercial Solutions -Echelon offers our Commercial customers and partners a complete energy control networking platform
for creating intelligent infrastructures in cities, buildings, and homes. When these control systems become grid-aware  able to use information from utilities and the grid to modify their energy behavior  they become critical extensions
of the smart grid. Examples of this action-oriented intelligence include:



| |  |  | Air conditioning systems that cool only occupied offices and/or or those scheduled to be occupied to reduce operating costs without impacting comfort.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Home area networks that balance the energy needs of appliances and other devices in the home to shift energy use to lower-cost times.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Smart lighting systems that can save energy, increase comfort, and reduce maintenance costs through features such as optimized lighting levels based on
use or time of day, dynamic lighting output to maximize use of natural light, and detection and reporting of impending failure.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As the smart grid evolves, users of Echelon energy control networks in the commercial sector can create stronger, more intelligent and valuable ties to energy providers and utilities. In the future, we
believe it will become commonplace for utilities to cooperate with grid-aware systems and devices to reduce power usage intelligently, giving commercial, industrial and municipal users reduced rates in exchange for lower consumption. Automated
demand response, peak load management, and other programs can mean significant cost savings for commercial and residential customers. Working together, devices and systems equipped with our products can monitor and save energy; lower costs; improve
productivity; enhance service, quality, safety, and convenience; and help in the transformation to a more energy efficient future and smarter electricity grid.

The majority of products we sell to the commercial markets are built around the LonWorks® platform, a technology that we pioneered that subsequently has
been or is in the process of being adopted in whole or in part in numerous industry-specific, national, and international standards, including ISO/IEC, ANSI, EN, and GB. We believe that our products enable original equipment manufacturers (OEMs) to
reduce their development time and expense and bring higher quality, more functional products to market. For integrators and solution providers, we believe that our products lower installed system cost, reduce ongoing life-cycle costs, serve as a
basis to provide more ongoing choice in services and products to end-users, and increase the functionality of devices and systems.



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Our Commercial products include:



| |  |  | Intelligent components (microprocessors, transceivers, control modules) embedded into field devices by our customers, along with associated development
tools. We believe we have unique expertise in providing cost-effective, reliable control communications across twisted pair cable used in buildings and across power lines. Sales of these products generated approximately 27.2% of our revenues in
2010, 26.1% of our revenues during 2009, and 26.6% of our revenues in 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Networking infrastructure products (routers and network interfaces). These products are used to control and partition network traffic and to connect
workstations to the network for monitoring or maintenance.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Intelligent devices that provide a point of intelligence at the edge - where control systems and the Internet connect. Our SmartServer
energy managers are used in commercial demand/response, intelligent street lighting, and building energy management applications to monitor, control, and interact with intelligent field devices. Putting intelligence at the edge reduces latency and
operating cost while improving system performance and survivability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Management software (tools and toolkits). Our LNS® network operating system provides a client-server platform for installing, maintaining, monitoring, and interfacing with LONWORKS networks. The LNS based LonMaker® Integration Tool gives users a graphical drag and drop environment for designing the networks
control system.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Echelon Commercial Go-To-Market -We sell to our customers directly and through
distribution, and support these worldwide sales efforts with application engineers and technical and industry experts working in our headquarters. Outside the United States, direct sales, applications engineering, and customer support are conducted
through our offices in China, France, Germany, Hong Kong, Italy, Japan, the Netherlands, South Korea, and the United Kingdom. Each of these offices is staffed primarily with local employees.

While our products have been designed into a diverse set of control networking applications, Echelon focuses its direct sales activities
on four markets. We have a global sales team dedicated to working with large commercial building control OEMs focused on these accounts to create best practices and maximize design wins. Through a regional sales force we target three end user
verticals that we have identified as large, growing, and ideal for energy control networks: building energy management, intelligent street lighting, and renewable energy with an emphasis on solar. In these verticals we intend to increasingly focus
on selling complete solutions so we can better serve customers.

Utility Market- We believe that energy control
networks are a critical building block of the smart grid. Historically, utility automation systems have been single purpose systems built to solve a narrow set of problems. Because there is no sharing of information or infrastructure across these
systems, costs are high and there are no opportunities to share information across systems to improve grid efficiency and reliability. While the timing and speed of the transition varies by geography, and within a given geography by utility, we
believe that two principal factors  the opening of energy markets to retail competition, which motivates utilities to increase service quality and flexibility while lowering their cost-to-serve; and growing concerns regarding energy
availability and sustainability, which drive regulators and utilities toward time-of-use pricing, demand response, load shifting, and other programs to reduce both energy consumption and peak-load demand  are causing the market to move from
isolated systems to a holistic smart grid. With an Echelon energy control network, what used to consist of isolated systems with dedicated infrastructure can instead be comprised of applications on a common infrastructure to eliminate redundant
equipment and maintenance costs and to enable sharing of information between applications to improve grid efficiency and reliability. These advanced systems offer two-way communication and multiple services over a common infrastructure to utilities
and their customers, and provide the ability to add new functionality over time to future proof the system.

In
addition, we believe that fundamental changes in the consumption and generation of power are putting aging electrical grids under stresses they were never designed to handle. Surging demands, unpredictable generation from renewable sources, volatile
energy costs, changing dynamics from distributed generation and electrical vehicles, and mounting environmental concerns are coming together to change the nature of the grid. In todays world, reliable electricity is a mission-critical function
required for global economic growth. The electric grid powers cities, neighborhoods, the Internet and almost every aspect of our modern existence. Ensuring on-going reliable, efficient, cost-effective operation in the face of these pressures is
leading utilities, their regulators, and governments to take actions to increase grid efficiency and reliability, and to reduce their reliance on fuel sources that generate green house gasses. We believe that in order to cost-effectively address
these challenges, intelligence must be embedded into the grid itself.



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Echelon Utility Solutions - Through our energy control networking solutions for the
utility market Echelon helps utilities build state-of-the art smart grid systems that meet todays needs while providing a smooth path for future expansion, even as needs and regulations change. With our Networked Energy Services (NES) system,
we help transform the existing electricity grid into an energy control network, enabling utilities to deliver improved satisfaction and new services to their customers. We enable utilities to support the growing amount of data coming in from the
ever-increasing number of smart energy devices used in the smart grid and help them make near real-time, local analysis and decisions regarding energy consumption at the edge of the grid  closer to where the action is taking place. This allows
utilities to eliminate single-points-of-failure on the grid and to fix issues faster, often before they can impact customers. The NES system can help utilities create infrastructure that is self-protecting and self-healing, enables new service
offerings, and allows greater collaboration with consumers than was possible previously.

Echelons NES smart grid
infrastructure consists of a web services based network operating system that interacts with a family of highly integrated, advanced electricity meters and other smart grid devices over an IP network infrastructure. Unlike metering systems with a
dedicated radio per metering point, the NES system enables multiple devices to share a single IP connection through the use of the Open Smart Grid Protocol (OSGP) and Echelons proven standards-based power line networking technology. This can
significantly decrease the per-point connection cost, enabling the system to easily and cost-effectively incorporate new wide area networking technologies over the life of the system. Echelons open system interfaces allow the system to be
cost-effectively expanded, adapted, and customized to meet the needs of utilities today and in the future. Much more than a simple advanced metering infrastructure (AMI) system focused on billing related services, the NES system provides utilities
with a wealth of information about the status, operation and health of the grid that enables them to reduce operating costs while increasing service quality. NES helps utilities compete more effectively, reduce operating costs, provide expanded
services and help energy users manage and reduce overall energy use.

Within the NES system, we embed intelligence at three
levels of the smart grid:



| |  |  | The field  through our smart meters and other smart devices from third parties that connect into our smart grid infrastructure;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | The edge of the grid  with our Edge Control Node (ECN) and data concentrators that put more control at low voltage transformers where the grid
connects with customers for immediate event analysis and response; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The enterprise  with our networking operating system software that integrates with a utilitys business processes and systems, and our
element manager software tool that helps utilities operate and maintain their systems efficiently.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2010,
we announced that we were developing another innovative platform to add to our NES portfolio, the Echelon Control System (ECoS) and ECN. We currently expect these products will be available during the second half of 2011. ECoS, which brings
intelligent distributed control to the edge of the grid, is an open and secure software application framework built on Echelons 20 years of experience in energy control networking innovation. The ECoS platform and ECoS software powers our ECN
series of products, letting utilities and their partners quickly build applications that can share grid data in nearly real time at the edge of the grid  the critical point where the low voltage power distribution network meets customers. ECoS
provides the reliability, security, and response time needed for a smarter grid. Also in 2010, in partnership with the Energy Services Network Association (ESNA) we began a process to publish and standardize the OSGP used by NES field devices as a
European and international standard. We believe that publishing OSGP as an open standard will increase the market for compatible products by increasing innovation in the marketplace and enabling utilities to purchase best of breed products from
multiple suppliers.

To date, more than 35 million meters have been integrated with Echelon control networking technology
globally, and we have delivered over 2 million of our own smart meters. However, the smart grid goes well beyond the smart meter. While efficient monitoring, storage and analysis of meter data is essential to decisions about load distribution,
future infrastructure investments, and other planning, it is just part of the picture. Utilities must find a way to make existing equipment respond to the new types of demand that will be created by technologies such as electric vehicles and
residential solar power. And, that means finding a way to make sure that the right amount of energy is provided at the right time at the edge of the grid. We believe our end-to-end energy control networking solutions are a very critical element of
incorporating intelligence into the grid, buildings, streetlights, and the like.

Echelon Utility Go-to-Market -We
market and sell to utilities, both directly and through value added resellers (VARs) that offer additional products and services to build tailored solutions. In Europe, North America and other markets with strong product-market fit, we sell our
complete flagship NES system, along with our ECoS-powered Edge Control Node for low voltage distribution automation. In other markets, such as Brazil, we partner with local suppliers to build NES and OSGP-compliant solutions based on Echelon
subsystems. In January 2010, we announced an agreement with the Brazil meter manufacturer ELO Sistemas Eletronicos (ELO) under which ELO is developing and marketing smart NES-compatible electricity meters in Brazil and elsewhere in Latin America,
becoming the first alternate source for NES meters on the market. This agreement represents an important next step in our strategy to establish the NES System as an open, standard platform for smart grid systems. In markets where alternative
standards and approaches have been established, our Utility and Commercial sales teams go to market together with components such as our best-of-breed power line communication (PLC) products and our unique PLC meshing modules.

Primary customers of the NES system are VARs such as Eltel Networks A/S, E.ON ES Sverige AB, EVB,
Görlitz, ENERGOAUDITCONTROL, and Telvent Energia SA. Representative end-use customers served through our VARs include SEAS-NVE, Energi Midt, and NRGi in Denmark, Vattenfall and E.ON in Sweden, Linz in Austria, and Fortum in Finland. In the
United States, we market to VARs and directly to utilities. A representative direct customer in the United States is Duke Energy.



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Product Development

Our future success depends in large part on our ability to enhance existing products, reduce product cost, and develop new products that maintain technological competitiveness. We have made and intend to
continue to make substantial investments in product development. We obtain extensive product development input from customers and by monitoring end-user needs and changes in the marketplace. We continue to make significant engineering investments in
developing and enhancing our products and broadening the markets they serve.

Our total expenses for product development were
$34.8 million for 2010, $35.4 million for 2009, and $37.8 million for 2008. Included in these totals were stock-based compensation expenses of $4.2 million, $5.7 million, and $6.0 million, for the years ended
December 31, 2010, 2009, and 2008, respectively. In addition, during 2010, we received payments of $4.5 million from a third party that were used to offset our product development expenses. Without those offsetting payments, our 2010 product
development expenses would have been $4.5 million higher, or $39.3 million.

We anticipate that we will continue to commit
substantial resources to product development in the future and, as a result, product development expenses may continue to increase over historical levels. To date, we have not capitalized any software development costs from our development efforts.

Marketing

Our integrated marketing efforts focus on two key elements: awareness and demand generation/sales enablement. From an awareness perspective, we seek to generate visibility and credibility of our brand,
the products and solutions that we offer, and the capabilities and benefits that they bring. Our marketing program comprises press releases, advertising, collateral such as brochures, published technical and thought-leadership papers, newsletters
and customer case studies touting the benefits our customers are seeing from implementing our solutions. We also participate in industry trade shows, speak at industry conferences and are continually enhancing our global websites. Marketing also
focuses on making it easier for our sales teams and our partners to sell our solutions. We do this through a variety of demand generation and sales enablement activities such as webinars/seminars, direct mail, lead-generation from our participation
at industry exhibitions and conferences, and the production of focused selling tools such as sales playbooks, competitive analyses, and sales presentations and training. We have also formed and actively participate in two associations directly
focused on the adoption of our products, LONMARK® International and the Energy Services Network Association
(ESNA), and participate in other relevant industry organizations.

Training and Support

We offer a variety of technical training courses covering our products and technology. These courses are designed to provide hands-on,
in-depth and practical experience that can be used immediately by our customers to build products and systems based on our products. In some instances these classes are licensed to third parties in foreign markets who present them in the local
language. Additionally, we offer a variety of computer-based training courses that can be taken over the Internet. We also offer telephone, e-mail, and on-site technical support to our customers on a term contract or per-incident basis. The goal of
these support services is to resolve customers technical problems on a timely basis, ensure that our products will be used properly, and shorten the time required for our customers to develop products that use our technology. Lastly, we offer
a variety of post-contract support (PCS) packages for our NES System Software and Element Manager products, which we market as Software Investment Protection (SIP). These SIP packages range from providing simple bug fixes to providing software
upgrades and enhancements.

Principal Customers

During the three years ended December 31, 2010, we had four customers that accounted for significant portion of our revenues: EBV Electronik, the primary distributor of our Commercial products in
Europe; Duke Energy, a U.S. utility company; and Eltel Networks and ES Elektrosandberg, value added resellers of our Utility products. For the years ended December 31, 2010, 2009, and 2008, the percentages of our revenues attributable to sales
made to these customers were as follows:



|      |  |                         |      |   |      |  |      |      |  |  |      |  
|----- |  | ----------------------- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|      |  | Year Ended December 31, |     
|      |  | 2010                    |      |   | 2009 |  |      | 2008 | 
|Eltel |  |                         | 28.5 | % |      |  | 25.3 | %    |  |  | 4.2  | %
|EBV   |  |                         | 12.8 | % |      |  | 13.6 | %    |  |  | 15.3 | %
|Duke  |  |                         | 6.3  | % |      |  | 10.7 | %    |  |  | 10.3 | %
|ES    |  |                         | 0.5  | % |      |  | 1.4  | %    |  |  | 14.9 | %
|      |  |                         |      |   |      |  |      |      |  |  |      |  
|Total |  |                         | 48.1 | % |      |  | 51.0 | %    |  |  | 44.7 | %
|      |  |                         |      |   |      |  |      |      |  |  |      |  



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Our international sales include both export sales and sales by international subsidiaries
and accounted for 78.1% of our total revenues for 2010, 74.9% of our total revenues for 2009, and 76.8% of our total revenues for 2008.

Geographic Information

We operate 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 our customers located in the respective region. Our long-lived assets include property and equipment, goodwill, purchased technology, and deposits on our leased facilities. Long-lived assets are
attributed to geographic areas based on the country where the assets are located. As of December 31, 2010 and 2009, long-lived assets of approximately $37.0 million and $41.6 million, respectively, were domiciled in the United States.
Long-lived assets for all other locations are not material to the consolidated financial statements.

Revenues are attributed
to geographic areas based on the country where the customer is domiciled. Summary revenue information by geography for the years ended December 31, 2010, 2009, and 2008 is as follows (in thousands):



|         |  |                         |         |  |      |   |         |      |  |   |         | 
|-------- |  | ----------------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | 
|         |  | Year Ended December 31, |        
|         |  | 2010                    |         |  | 2009 |   |         | 2008 | 
|Americas |  | $                       | 26,769  |  |      | $ | 27,746  |      |  | $ | 33,448  | 
|EMEA     |  |                         | 73,543  |  |      |   | 65,656  |      |  |   | 88,312  | 
|APJ      |  |                         | 10,725  |  |      |   | 9,936   |      |  |   | 12,287  | 
|         |  |                         |         |  |      |   |         |      |  |   |         | 
|Total    |  | $                       | 111,037 |  |      | $ | 103,338 |      |  | $ | 134,047 | 
|         |  |                         |         |  |      |   |         |      |  |   |         | 

Manufacturing

Our manufacturing strategy is to outsource production to third parties where it reduces our costs and to limit our internal manufacturing to such tasks as quality inspection, system integration, custom
configuration, testing, and order fulfillment. We maintain manufacturing agreements with Cypress and Toshiba related to the
Neuron® Chip. Toshiba declined to renew its Neuron Chip agreement with Echelon, which expired in January 2010.
However, Toshiba and Echelon have agreed that Toshiba will continue to accept orders for Neuron Chips from its customers through September 2011 for deliveries through December 2012. We also maintain manufacturing agreements with STMicroelectronics
for production of our power line transceiver, with Cypress for production of our free topology transceiver, with Open-Silicon for production of our Neuron 5000 microprocessor, and with Cypress, On Semiconductor, and AMI Semiconductor for the
production of certain other components we sell.

For most of our products requiring assembly, we use third party contract
electronic manufacturers (CEMs), including Jabil and TYCO. These CEMs procure material and assemble, test, and inspect the final products to our specifications.

Working Capital

As of December 31, 2010, we had working capital,
defined as current assets less current liabilities, of $77.3 million, which was a decrease of approximately $19.1 million compared to working capital of $96.4 million as of December 31, 2009.

As of December 31, 2010, we had cash, cash equivalents, and short-term investments of $64.6 million, which was a decrease of
approximately $15.5 million compared to a balance of $80.1 million as of December 31, 2009. Cash used in operating activities in 2010 of $9.2 million was primarily the result of our net loss of $31.3 million, which was partially
offset by non-cash charges for stock-based compensation expenses of $12.3 million, depreciation and amortization expenses of $6.7 million, and a net change in our operating assets and liabilities of $3.1 million.



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Competition

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



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



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



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



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



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



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

In each of our markets, our competitors include both small companies as well as some of the largest companies in the electronics industry operating either alone or together with trade associations and
partners. Our key competitors in the commercial markets include companies such as Digi, STMicroelectronics, Maxim, Texas Instruments, and Siemens. Key competitors in the Utility market include Aclara, Elster, Enel, GE, IBM, Iskraemeco, Itron,
Kamstrup, Landis+Gyr, Siemens, and Silver Spring Networks. Key industry standard and trade group competitors include BACnet, Konnex, DALI, DeviceNet, HART, Profibus, Zigbee and the ZWave Alliance in commercial markets and DLMS in the Utility
market.

Additionally, while our product implementations are proprietary to Echelon and are often protected by unique,
patented implementations, LONWORKS technology is open, meaning that many of our basic control networking patents are broadly licensed without royalties or license fees. For instance, all of the network management commands required to develop
software that competes with our LNS software are published as are the messages used by NES field devices. As a result, our customers are capable of developing hardware and software solutions that compete with many of our products.

Government Regulation

Many of our products and the industries in which they are used are subject to U.S. and foreign regulation as well as local,
industry-specific codes and requirements. 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. We have resisted these efforts and will continue to oppose competitors efforts to use regulation to impede competition in the markets for our products.

In addition, the market for our products may experience a movement towards standards-based protocols driven by governmental action, such as smart grid standards being considered in the U.S. by the
National Institute of Standards and Technology (NIST), and the EU 441 mandate, which directs European standards organizations to create standards for smart metering interoperability. To the extent that we do not adopt such protocols or do not
succeed in achieving adoption of OSGP and other protocols we use as standards or de facto standards, sales of our products may be adversely affected. 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.

Proprietary Rights

We own numerous patents, trademarks, and logos. As of
February 28, 2011, we had received 98 United States patents, and had 8 patent applications pending. Some of these patents have also been granted in selected foreign countries. Many of the specific patents that are fundamental to LONWORKS
technology have been licensed to our customers with no license fee or royalties. At present, the principal value of the remaining patents relates to our specific implementation of our products and designs.

We hold several trademarks in the United States, many of which are registered, including Echelon, LonBuilder®, LONMARK, LonTalk®, LONWORKS, Neuron, LON,
LonPoint®, LonUsers®, LonMaker, 3120®, 3150®, LNS, LonManager®, Digital Home®, and
NodeBuilder®. We have also registered some of our trademarks and logos in foreign countries.



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Employees

As of February 28, 2011, we had 318 employees worldwide, of which 136 were in product development, 73 were in sales and marketing, 50 were in general and administrative, 47 were in operations, and 12
were in customer support and training. About 214 employees are located at our headquarters in California and 43 employees are located in other offices throughout the United States. Our remaining employees are located in eleven countries worldwide,
with the largest concentrations in Germany, China, Hong Kong, the Netherlands, and the United Kingdom. None of our employees is represented by a labor union. We have not experienced any work stoppages and we believe relations with our employees are
good.

Where to Find More Information

We make our public filings with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all exhibits and
amendments to these reports, available free of charge at our website, www.echelon.com, as soon as reasonably practicable after we file such material with the SEC. These materials are located in the Investor Relations portion of
our Web site under the link SEC Filings. The inclusion of our Web site address in this report does not include or incorporate by reference into this report any information on our Web site. Copies of our public filings may also be
obtained from the SEC Web site at www.sec.gov.

Executive Officers of the Registrant

Ronald Sege,age 53, has been our President and Chief Executive Officer and a member of our board of directors since August 2010.
Prior to joining Echelon, he was President and Chief Operating Officer of 3COM Corporation from 2008 to 2010. He held the position of President and CEO of Tropos Networks from 2004 to 2008, and was the President and CEO of Ellacoya Networks from
2001 to 2004. Earlier in Mr. Seges career, he was Executive Vice President at Lycos from 1998 to 2001 and he spent 10 years at 3COM holding various Executive Vice President and Vice President positions. Mr. Sege received his BA in
Economics from Pomona College and earned an MBA from Harvard University.

M. Kenneth Oshman, age 70, was our Chairman
and Chief Executive Officer December 1988 to November 2009. In November 2009, he resigned as CEO and was named Executive Chairman. He also served as our President from 1988 to 2001. Prior to joining Echelon, Mr. Oshman, with three associates,
founded ROLM Corporation, a telecommunications equipment company, in 1969. He was Chief Executive Officer, President, and a director of ROLM from its founding until its merger with IBM in 1984. Following the merger, he became a Vice President of IBM
and a member of the Corporate Management Board. He remained in that position until 1986. Prior to founding ROLM, Mr. Oshman was a member of the technical staff at Sylvania Electric Products from 1963 to 1969. Mr. Oshman earned B.A. and
B.S.E.E. degrees from Rice University and M.S. and Ph.D. degrees in Electrical Engineering from Stanford University.

Oliver R. Stanfield, age 61,has been our Executive Vice President & Chief Financial Officer since September
2001. He served as our Vice President and Chief Financial Officer from March 1989 to August 2001. Mr. Stanfield joined our company from ROLM, where he served in several positions since 1980, including: Director of Pricing; Vice President, Plans
and Controls; Vice President, Business Planning; Vice President, Financial Planning and Analysis; Treasurer; and Controller, Mil Spec Division. Prior to joining ROLM, Mr. Stanfield worked for ITEL Corporation, Computer Automation and Rockwell
International. Mr. Stanfield began his business career with Ford Motor Company in 1969 in various accounting positions while completing a B.S. degree in Business Administration and an M.B.A. degree from the University of Southern California.

Michael T. Anderson, age 41, has been our Senior Vice President of Utilities Sales & Market Development since
November 2009. Mr. Anderson joined our company from Telcordia Technologies, where he was President of the Next Generation software division, focused on telecommunications companies globally. From 2001 to 2004, he was Vice President of
Marketing & Business Development for ADC Software division. Prior to joining ADC, Mr. Anderson served as President & CEO of two startup technology companies, Big Planet and Telismart, which were both sold under his leadership.
Prior to these assignments, he was Vice President of Product Development for GST Telecom, a company that was acquired by Time Warner. Mr. Anderson started his career with AT&T in 1992. He holds a B.A. from the University of Washington.

Anders B. Axelsson, age 51, has been our Senior Vice President of Commercial
Sales & Market Development since June 2003. Prior to joining our company, he was Chief Executive Officer of PowerFile, Inc. From 1999 to 2001, he was President/General Manager of Snap Appliances, Inc. Between 1992 and 1999, he worked for
Measurex, which was later acquired by Honeywell, and served in several positions, including Vice President of Engineering and Marketing and President/Managing Director for Europe. Mr. Axelsson started his career with ABB in 1981 where he worked
for 11 years in various sales, marketing, and engineering management positions. He holds a B.S. in Electrical Engineering from ED Technical Institute in Jonkpoing, Sweden and is a graduate of the Executive Program at the University of Michigan.



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Kathleen Bloch, age 54, has been our Senior Vice President and General Counsel since
February 2003. Prior to joining our company, Ms. Bloch was a partner in the law firm of Wilson Sonsini Goodrich & Rosati, P.C., where she practiced from 1996 to 2003. Prior to joining Wilson Sonsini Goodrich & Rosati, she was
a partner with the San Francisco and Los Angeles offices of Sheppard Mullin Richter & Hampton. Ms. Bloch received a B.S. degree in Business Administration from the University of Southern California and her law degree from Stanford Law
School.

Russell Harris, age 49, joined us in September 2001 as our Senior Vice President of Operations. Prior to
joining our company, he served as the Vice President of Operations for NetDynamics from 1996 until its acquisition by Sun Microsystems in 1998. From 1998 to 1999, Mr. Harris served in a management transition role for Sun Microsystems. From 1991
to 1996, Mr. Harris was the Director of Operations at Silicon Graphics, Inc. From 1985 through 1991, he held various positions at Convergent Technologies and Unisys Corporation. His last position at Unisys was as Director of IT for Worldwide
Operations. Mr. Harris earned B.S. and M.S. degrees in Industrial Engineering from Stanford University.

Bob
Machlin, age 53, has been our Senior Vice President of Products since August 2008. Prior to joining our company, he served as President and CEO of SkyPilot Networks from 2005 to 2008, AirFlow Networks from 2003 to 2005, and Catena Networks (now
part of Ciena) from 1999 to 2002. He also held executive positions at Ascend Communications (now Alcatel-Lucent), Cascade Communications (now Alcatel-Lucent), Motorola, and Honeywell Information Systems. Mr. Machlin holds a B.S. degree in
mechanical engineering from Tufts University and an M.B.A from Harvard Business School.

ITEM 1A. RISK
FACTORS

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. Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described in this section. This section
should be read in conjunction with the consolidated financial statements and accompanying notes thereto, and Managements Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K.

Our Utility revenues may not be predictable, which could cause volatility in the price of our stock.

We and our partners sell our smart metering and distribution automation products to utilities. For several reasons, sales cycles with
utility companies can be 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 a smart grid 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, standards compliance, or internal utility requirements that may affect 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 a smart grid field trial that is based on our NES System.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

As a result, we can often spend up to two years working either directly or through a reseller to make a sale to a utility. At the end of
that lengthy sales process, there is no guarantee that we will be selected by the utility.

In addition, shipment of Utility
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 certification approval process is often referred to as homologation. Further, shipment of Utility 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 Utility products,
and would therefore have an adverse affect on our results of operations and our financial condition.



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Once a utility decides to move forward with a large-scale deployment of a smart grid project
that is based on our NES System, the timing of and our ability to recognize revenue on our Utility 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 NES 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 of our Utility revenues until certain conditions are met in a future period.

As a consequence of these long sales cycles, unpredictable delay factors, and complex revenue recognition policies, our ability to
predict the amount of Utility revenues that we may expect to recognize in any given fiscal quarter is likely to be limited. As Utility revenues account for an increasing percentage of our overall revenues, we are likely to have increasing difficulty
in projecting our overall financial results. Our inability to accurately forecast future revenues is likely to cause our stock price to be volatile.

Sales of our Utility products may fail to meet our financial targets, which would harm our results of operations.

We have invested and intend to continue to invest significant resources in the development and sales of our Utility products, including our newest additions to our NES portfolio of products, the Echelon
Control System and the Edge Control Node. Our long-term financial goals include expectations for a reasonable return on these investments. However, to date the revenues generated from sales of our Utility products have not yielded gross margins in
line with our long term goals for this product line, although our operating expenses have increased significantly.

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



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



| |  |  | Increase gross margin from our Utility revenues by continuing to reduce the cost of manufacturing our Utility products, while at the same time managing
manufacturing cost pressures associated with commodity prices and foreign exchange fluctuations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Manage the manufacturing transition to reduced-cost Utility 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 and, if we
fail to achieve our goals, our results of operations are likely to be harmed.

Adverse changes in general economic or political conditions
in any of the major countries in which we do business could adversely affect our business or operating results.

Our
business can be affected by a number of factors that are beyond our control, such as general geopolitical, economic, and business conditions. The continuing economic slowdown and the uncertainty over its breadth, depth and duration continue to put
pressure on the global economy and have a negative effect on our business. Further, the recent worldwide financial and credit crisis has hampered the availability of liquidity and credit to fund the continuation and expansion of business operations
worldwide. The shortage of liquidity and credit, combined with losses in worldwide equity markets, has continued to contribute to the recent world-wide economic recession.

While we do not currently depend on access to the credit markets to finance our operations, there can be no assurance that the current state of the financial markets will not impair our ability to obtain
financing in the future, including, but not limited to, our ability to draw on funds under our existing credit facilities or our ability to incur indebtedness or sell equity if that became necessary or desirable. If we were not able to obtain
additional financing when needed, our ability to invest in additional research and development resources and sales and marketing resources could be adversely affected, which could hinder our ability to sell competitive products into our markets on a
timely basis.

In addition, there could be a number of follow-on effects from the credit crisis on our business, such as the
insolvency of certain of our key customers, which could impair our distribution channels or result in the inability of our customers to obtain credit to finance purchases of our products.

This uncertainty about future economic and political conditions makes it difficult for us to forecast operating results and to make decisions about future
investments. We continue to see the effects of the economic slowdown on both our Utility and Commercial revenues. If economic activity in the U.S. and other countries economies remains weak, many customers may continue to delay, reduce, or
even eliminate their purchases of networking technology products. This could result in continued reductions in sales of our products, longer sales cycles, slower adoption of our technologies, increased price competition, and increased exposure to
excess and obsolete inventory. For example, distributors could decide to further reduce inventories of our products. Also, the inability to obtain credit could cause a utility to postpone its decision to move forward with a large scale deployment of
our Utility products. If conditions in the global economy, U.S. economy or other key vertical or geographic markets we serve remain uncertain or continue to be weak, we would experience material negative impacts on our business, financial condition,
results of operations, cash flow, capital resources, and liquidity.



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Because our products use components or materials that may be subject to price fluctuations, shortages,
interruptions of supply, or discontinuation, we may be unable to ship our products in a timely fashion, which would adversely affect our revenues, harm our reputation and negatively impact our results of operations.

We may be vulnerable to price increases for products, components, or materials, such as copper, silver, and cobalt. We generally do not
enter into forward contracts or other methods of hedging against supply risk for these items. In addition, we have in the past and may in the future occasionally experience shortages or interruptions in supply for certain of these items, including
products or components that have been or will be discontinued, which can cause us to delay shipments beyond targeted or announced dates. For example, as a result of the recent earthquake and tsunami in Japan, we may experience shortages of supply
for components that we source from companies located in Japan. 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. In addition, if a component or other product goes out of production, we may be required to requalify substitute components or products,
or even redesign our products to incorporate an alternative component or product.

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.

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, limiting our ability or our partners or customers ability to sell or use our products, or affecting our suppliers ability to provide us with components or products. For example, the recent earthquake
and tsunami in Japan may adversely impact our revenues from customers located in Japan and/or our ability to source parts from companies located in Japan. We do not insure against several natural disasters, including earthquakes.

Any outbreak of a widespread communicable disease pandemic, such as the outbreak of the H1N1 influenza virus in 2009, 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.

We are exposed to credit risk and payment delinquencies on
our accounts receivable, and this risk has been heightened during the current decline in economic conditions.

We only
recognize revenue when we believe collectability is reasonably assured. However, only a relatively small percentage of our outstanding accounts receivables are covered by collateral, credit insurance, or acceptable third-party guarantees. In
addition, our standard terms and conditions require payment within a specified number of days following shipment of product, or in some cases, after the customers acceptance of our products. While we have procedures to monitor and limit
exposure to credit risk on our receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses. Additionally, when one of our resellers makes a sale to a utility, we face further credit risk, and we may
defer revenue, due to the fact that the reseller may not be able to pay us until it receives payment from the utility. This risk could become more magnified during a particular fiscal period if the resellers facing credit issues represent a
significant portion of our accounts receivable during that period. As economic conditions change and worsen, certain of our direct or indirect customers may face liquidity concerns and may be unable to satisfy their payment obligations to us or our
resellers on a timely basis or at all, which would have a material adverse effect on our financial condition and results of operations.

Because we depend on a limited number of key suppliers and in certain cases, a sole supplier, the failure of any key supplier to produce timely and
compliant products could result in a failure to ship products, which would harm our results of operations and financial position.

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 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. As a result of these and other risks, our CEMs could demand price increases for
manufacturing our products. In addition, CEMs can experience turnover, instability, and lapses in manufacturing or component quality, 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 Utility products. The Neuron Chip is an important component that we and our customers use in control network devices. In addition to those sold by Echelon, the Neuron Chip is currently manufactured and distributed by two
providers, Toshiba and Cypress Semiconductor. Toshiba has declined to renew its Neuron Chip agreement with us, which expired in January 2010. However, we have agreed with Toshiba that Toshiba will continue to accept orders for Neuron Chips from its
customers through September 2011 for deliveries through December 2012. In the meantime, we are implementing a plan to allow for a smooth migration path for Toshibas customers to our new Neuron 5000 processor, which we purchase from
Open-Silicon. 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 are continuing to review the impact that the ongoing worldwide financial crisis is having on our suppliers. Some of these suppliers are large, well capitalized companies, while others are smaller and
more highly leveraged. In order to mitigate these risks, we may take actions such as increasing our inventory levels and/or adding additional sources of supply. Such actions may increase our costs and increase the risk of excess and obsolete
inventories. Even if we undertake such actions, there can be no assurance that we will be able to prevent any disruption in the supply of goods and services we receive from these suppliers.

We may also elect to change any of these key suppliers. For example, in 2009 we completed the process of ending our relationship with a
former CEM partner, Flextronics. As part of this transition, we moved the production of products Flextronics built for us to alternative CEMs. We were also required to purchase certain raw material and in-process inventory from Flextronics that
Flextronics procured in anticipation of our production requirements. 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 Utility business grows, we will be required to expand our business with our key suppliers or find additional sources of supply. 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;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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 result in our failure to ship products, which would 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.

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 or may be alleged to contain
undetected errors or failures. 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 Commercial products, LONWORKS technology could be used in a manner for which it was not intended.

Even if we determine that an alleged error or failure in our products does not exist, we may incur expense and shipments and revenue may
be delayed while we analyze the alleged error or failure. 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. However, our customer contracts 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.

Because the markets for our products are highly competitive, we may lose sales to our competitors, which would harm our revenues and
results of operations.

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;
| | - |  | --------------------------------------------------------------------------------------------------



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| |  |  | our ability to expand our product line to address our customers requirements, such as adding additional electricity meter form factors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 Utility products include Aclara, Elster, Enel, GE, IBM, Iskraemeco, Itron, Kamstrup, Landis+Gyr, Siemens, and Silver Spring Networks, which directly or through IT integrators such
as IBM or telecommunications companies such as Telenor, offer metering systems that compete with our Utility offerings.

For
our Commercial 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 Digi,
STMicroelectronics, Maxim, Texas Instruments, and Siemens. 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 300 member companies with promoter members such as Ember, Emerson, Freescale, Itron, Kroger, Landis+Gyr, Philips, Reliant Energy, Schneider Electric, STMicroelectronics, Tendril, and Texas Instruments.

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. Some of our competitors may also be eligible for stimulus
money, which could give them an additional financial advantage. 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.

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

We market our Utility products directly, as well as through selected VARs and integration partners. We believe that a significant portion
of our Utility sales will be made through our VARs and integration partners, rather than directly by us. 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 Utility products with other companies in other geographic areas, revenues from sales of our Utility products may not meet our
financial targets, which will harm our operating results and financial condition.



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Currently, significant portions of our Commercial 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 Commercial
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.

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 help prevent the adoption of exclusionary standards as well as 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 and our efforts to influence the direction of those standards bodies in which we do participate may not be successful. Many of our competitors have significantly more resources focused on standards
activities and may influence those standards in a way that would be disadvantageous to our products.

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.

In addition, the markets for our Utility and Commercial products may
experience a movement towards standards based protocols driven by governmental action, such as those being considered in the U.S. by NIST and in Europe by those related to the EU 441 mandate. We are also attempting to gain adoption for our Open
Smart Grid Protocol, which is used by smart meters and other devices within our NES System. To the extent that we do not adopt such protocols or do not succeed in achieving adoption of our own protocols as standards or de facto standards, sales of
our Utility and Commercial products may be adversely affected. Moreover, if our own protocols are adopted as standards, we run the risk that we could lose business to competing implementations.

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
executive officers and technical personnel are critical to our business.

Our 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 November 2009, we announced that our
Chairman and CEO would step down as CEO for health reasons. At the same time, we announced that one of our existing directors would become our CEO on an interim basis, while we conducted a search for a new CEO. Our search was completed and our new
CEO joined Echelon in August 2010. Our future success will depend on our ability to attract, integrate, motivate and retain qualified managerial, technical, sales, and operations personnel.

Competition for qualified personnel in our business areas is intense, and we may not be able to continue to retain qualified executive
officers and key personnel and attract new officers and personnel when necessary. 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.

We face financial and operational risks associated with our international operations.

We have operations located in eleven countries and our products are sold in many more countries around the world. Revenues from
international sales, which include both export sales and sales by international subsidiaries, accounted for about 78.1%, 74.9%, and 76.8% of our total revenues for the years ended December 31, 2010, 2009, and 2008, respectively. We expect that
international sales will continue to constitute a significant portion of our total net revenues.



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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.

In general, we sell our products to foreign customers primarily in U.S. dollars. As such, fluctuations in exchange rates have had, and
could continue to have, an impact on revenues. As the value of the dollar rises, our products will become more expensive to our foreign customers, which could result in their decision to postpone or cancel a planned purchase.

With respect to the relatively minimal amount of our 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 Utility products 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. For example, China has recently experienced overall
wage increases, which our CEMs have generally passed along to us.

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:



| |  |  | the imposition of tariffs or other trade barriers on the importation of our products;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | 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; the applicability of foreign laws that could affect our business or revenues, such as
laws that purport to require that we return payments that we received from insolvent customers in certain circumstances; and unexpected changes in regulatory requirements, tariffs, and other trade barriers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | international terrorism.
| | - |  | ------------------------

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

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 Commercial 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.



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In addition, many of our Commercial 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
electric 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 Commercial product line competitors, which would have a material adverse affect on our revenues, results of operations, and
financial condition.

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. In addition, such
delays could impair our relationship with any of our customers that were relying on the timely delivery of our products in order to complete their own products or projects. We believe that similar new product introduction delays in the future could
also increase our costs and delay our revenues.

Because we may incur penalties and/or be liable for damages with respect to sales of our
Utility products, we could incur unanticipated liabilities that would negatively affect our operating results.

The
agreements governing the sales of our NES system products may expose us to penalties, damages and other liabilities in the event of, among other things, 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. Even in the absence of such contractual provisions, we may agree, or may be required by law, 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.

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

When 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, working with other of the utilitys contractors, and undertaking other activities. To date, we do not have any significant experience with providing
these types of services. As a result, when we sell 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.

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

The sales cycle between initial Commercial customer contact and execution of a contract or license agreement with a customer or purchaser
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.



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

Our quarterly and annual results have varied significantly from period to period, and we have sometimes failed to meet securities
analysts expectations. Moreover, we have a history of losses and 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;
| | - |  | -------------------------------------------------------------------



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



| |  |  | we may be required to modify or add to our Utility product offerings to meet a utilitys requirements, which could delay delivery and/or
acceptance of our products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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
Utility 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | any future impairment charges related to goodwill, other intangible assets, and other long-lived assets required under generally accepted accounting
principles in the United States 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.

If we are unable to obtain additional funds when needed, our business could suffer.

We currently expect that our combined cash, cash equivalent, and short-term investment balance will decline during 2011. We expect that cash requirements for our payroll and other operating costs will
continue at about 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.

In the future, to the extent that our revenues grow, we may experience higher levels of inventory and
accounts receivable, which will also use our cash balances. In addition, our cash reserves may be used to strategically acquire other companies, products, or technologies that are complementary to our business. Lastly, our combined cash, cash
equivalents, and short-term investments balances could be negatively affected by the various risks and uncertainties that we face. For example, any continued weakening of economic conditions or changes in our planned cash outlay could negatively
affect our existing cash reserves.

In the event that we require additional financing, 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.

Our business may suffer if it is alleged or found that our products infringe the intellectual property rights of others, or if we are unable to secure rights to use the intellectual property rights of
others on reasonable terms.

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. We do not insure against infringement of a third partys intellectual property rights.



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As the result of such a claim, we may elect or be required to redesign our products that are
alleged to infringe the third partys patents or other intellectual property rights, which could cause those product offerings to be delayed. Or we could be required to cease distributing those products altogether. 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.

In some cases, even though no infringement has been alleged, we may attempt
to secure rights to use the intellectual property rights of others that would be useful to us. We cannot guarantee that we would be able to secure such rights on reasonable terms, or at all.

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

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

We have limited ability to protect our
intellectual property rights.

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

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

Despite our
efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or use information that we regard as proprietary, 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.

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

As of February 28, 2011, 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 26.3% 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.



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We are subject to numerous governmental regulations concerning the manufacturing and use of our products.
We must stay in compliance with all such regulations and any future regulations. Any failure to comply with such regulations, and the unanticipated costs of complying with future regulations, may adversely affect our business, financial condition,
and results of operations.

We manufacture and sell products that contain electronic components that may contain materials
that are subject to government regulation in the locations in which our products are manufactured and assembled, as well as the locations where we sell our products. Since we operate on a global basis, maintaining compliance with regulations
concerning the materials used in our products is a complex process that requires continual monitoring of regulations and ongoing compliance procedures. While we do not currently know of any proposed regulations regarding components in our products
that would have a material impact on our business, the adoption of any unanticipated new regulations that significantly impact the various components we use or require that we use more expensive components would have a material adverse impact on our
business, financial condition and results of operations.

Our manufacturing processes, including the processes used by our
suppliers, are also subject to numerous governmental regulations that cover both the use of various materials as well as environmental concerns. Since we and our suppliers operate on a global basis, maintaining compliance with regulations concerning
our production processes is also a complex process that requires continual monitoring of regulations and ongoing compliance procedures. For example, environmental issues such as pollution and climate change have seen significant legislative and
regulatory interest on a global basis. Changes in these areas could directly increase the cost of energy, which may have an impact on the way we or our suppliers manufacture products or use energy to produce our products. In addition, any new
regulations or laws in the environmental area might increase the cost of raw materials we use in our products. We are currently unable to predict how any such changes will impact us and if any such impact could be material to our business. Any new
law or regulation that significantly increases our costs of manufacturing or causes us or our suppliers to significantly alter the way that our products are manufactured would have a material adverse affect on our business, financial condition and
results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

At our corporate headquarters in San Jose, California, we lease two buildings, each of which contains approximately 75,000 square feet of useable space. We moved to this location in October 2001. The
leases for the two buildings were scheduled to expire in 2011 and 2013, respectively.

In 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. For accounting purposes only, we are the
deemed owner of these buildings; see Note 3 of Notes to Consolidated Financial Statements in Part II, Item 8 of this report for further explanation of the accounting treatment for these leases.

We also lease office space for some of our sales and marketing employees in China, France, Germany, Hong Kong, India, Italy, Japan, the
Netherlands, Singapore, South Korea, and the United Kingdom and for some of our research and development employees in Fargo, North Dakota, and Germany. The leases for these offices expire at various dates through 2018. As of December 31, 2010,
the future minimum rental payments for all of our leased office space, including those for our corporate headquarters facilities, totaled approximately $40.6 million. For the year ended December 31, 2010, the aggregate rental expense for all
leased office space was approximately $1.8 million.



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We believe that our facilities will be adequate for at least the next 12 months. For
additional information regarding our obligations under property leases, please see Note 8 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Report.

ITEM 3. LEGAL PROCEEDINGS

For a discussion
regarding our legal proceedings and matters, please refer to the Legal Actions section of Note 8, Commitments and Contingencies, in Notes to the Consolidated Financial Statements in Item 15 of Part IV of this Annual Report on Form
10-K, which is incorporated herein by reference.

ITEM 4. RESERVED



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PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the Nasdaq Global Market under the symbol ELON. We began trading on NASDAQ on July 28,
1998, the date of our initial public offering. The following table sets forth, for the quarter indicated, the high and low sales price per share of our common stock as reported on the Nasdaq Global Market.



|                             |  |             |       |  |     |   |       | 
|---------------------------- |  | ----------- | ----- |  | --- | - | ----- | 
|                             |  | Price Range |      
|Year Ended December 31, 2010 |  | High        |       |  | Low |  
|Fourth quarter               |  | $           | 10.67 |  |     | $ | 7.71  | 
|Third quarter                |  |             | 8.96  |  |     |   | 6.90  | 
|Second quarter               |  |             | 10.75 |  |     |   | 7.02  | 
|First quarter                |  |             | 12.09 |  |     |   | 6.85  | 
|                             |  |            
|Year Ended December 31, 2009 |  | High        |       |  | Low |  
|Fourth quarter               |  | $           | 15.38 |  |     | $ | 10.69 | 
|Third quarter                |  |             | 15.09 |  |     |   | 7.00  | 
|Second quarter               |  |             | 8.89  |  |     |   | 6.87  | 
|First quarter                |  |             | 8.94  |  |     |   | 5.13  | 

As of
February 28, 2011, there were approximately 409 stockholders of record. Because brokers and other institutions hold many shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record
holders.

Dividend Policy

We have never paid dividends on our capital stock and do not currently expect to pay any dividends in the foreseeable future. We intend to retain future earnings, if any, for use in our business.

Equity Compensation Plan Summary Information

For information on our equity compensation plans, please refer to Note 4 to our accompanying Consolidated Financial Statements.

Recent Sales of Unregistered Securities

There were no sales of
unregistered securities during the fourth quarter of our fiscal year ended December 31, 2010.



23



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##### Table of Contents

Stock Price Performance Graph

The following graph compares the cumulative total stockholder return on our common stock (assuming reinvestment of dividends) with the
cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index (which is comprised of those companies in the information technology sector of the S&P 500 Index). The graph assumes that $100 was invested in our
common stock on December 31, 2005 and in the S&P 500 Index and the S&P 500 Information Technology Index. Historic stock price performance is not necessarily indicative of future stock performance.

LOGO



|                                     |  |              |        |  |              |   |        |              |  |   |              |  |  |              |        |  |              |   |        |  |  |   |        | 
|------------------------------------ |  | ------------ | ------ |  | ------------ | - | ------ | ------------ |  | - | ------------ |  |  | ------------ | ------ |  | ------------ | - | ------ |  |  | - | ------ | 
|                                     |  | December2005 |        |  | December2006 |   |        | December2007 |  |   | December2008 |  |  | December2009 |        |  | December2010 |  
|Echelon Corporation                  |  | $            | 100.00 |  |              | $ | 102.17 |              |  | $ | 263.60       |  |  | $            | 104.09 |  |              | $ | 147.64 |  |  | $ | 130.14 | 
|S&P 500 Composite Index              |  | $            | 100.00 |  |              | $ | 115.79 |              |  | $ | 122.16       |  |  | $            | 76.96  |  |              | $ | 97.33  |  |  | $ | 111.99 | 
|S&P 500 Information Technology Index |  | $            | 100.00 |  |              | $ | 108.42 |              |  | $ | 126.10       |  |  | $            | 71.70  |  |              | $ | 115.95 |  |  | $ | 127.77 | 

Repurchase of Equity Securities by
the Company

In April 2008, the Companys board of directors approved a stock repurchase program, which authorizes the
Company to repurchase up to 3.0 million shares of the Companys common stock. During the year ended December 31, 2010, no shares were repurchased under the repurchase program. Since inception, we have repurchased a total of 750,000
shares under the program at a cost of $8.9 million. As of December 31, 2010, 2,250,000 shares were available for repurchase. The stock repurchase program will expire in April 2011. The following table provides information about the repurchase
of our common stock during the quarter ended December 31, 2010:



|                        |  |                                    |           |  |                            |   |       |                                                                               |  |  |                                                                                 |  |  |  |           | 
|----------------------- |  | ---------------------------------- | --------- |  | -------------------------- | - | ----- | ----------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------- |  |  |  | --------- | 
|                        |  | 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) | 
|October 1- October 31   |  |                                    | 75,021    |  |                            | $ | 8.52  |                                                                               |  |  |                                                                                |  |  |  | 2,250,000 | 
|November 1- November 30 |  |                                    | 912,382   |  |                            | $ | 8.93  |                                                                               |  |  |                                                                                |  |  |  | 2,250,000 | 
|December 1- December 31 |  |                                    | 229,073   |  |                            | $ | 10.23 |                                                                               |  |  |                                                                                |  |  |  | 2,250,000 | 
|                        |  |                                    |           |  |                            |   |       |                                                                               |  |  |                                                                                 |  |  |  |           | 
|Total                   |  |                                    | 1,216,476 |  |                            | $ | 9.15  |                                                                               |  |  |                                                                                |  |  |  | 2,250,000 | 
|                        |  |                                    |           |  |                            |   |       |                                                                               |  |  |                                                                                 |  |  |  |           | 



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



24



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##### Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data is derived from our consolidated financial statements. The information set forth below
is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial
Statements and Notes in Item 8 of this Form 10-K in order to fully understand factors that may affect the comparability of the information presented below.



|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                  |  | Year Ended December 31,               |        
|                                                  |  | 2010                                  |         |   | 2009 |   |         | 2008 |  |   | 2007    |   |  | 2006 |        
|                                                  |  | (in thousands, except per share data) |        
|Consolidated Statement of Operations Data:        |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net revenues:                                     |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Product                                           |  | $                                     | 107,441 |   |      | $ | 100,187 |      |  | $ | 131,073 |   |  | $    | 135,405 |   |  | $ | 56,515  |  
|Service                                           |  |                                       | 3,596   |   |      |   | 3,151   |      |  |   | 2,974   |   |  |      | 2,172   |   |  |   | 761     |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total revenues                                    |  |                                       | 111,037 |   |      |   | 103,338 |      |  |   | 134,047 |   |  |      | 137,577 |   |  |   | 57,276  |  
|                                                  |  |                                       |         |   |     
|Cost of revenues:                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cost of product                                   |  |                                       | 59,722  |   |      |   | 56,813  |      |  |   | 79,984  |   |  |      | 85,035  |   |  |   | 22,039  |  
|Cost of service                                   |  |                                       | 2,464   |   |      |   | 2,418   |      |  |   | 2,587   |   |  |      | 2,360   |   |  |   | 1,877   |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total cost of revenues                            |  |                                       | 62,186  |   |      |   | 59,231  |      |  |   | 82,571  |   |  |      | 87,395  |   |  |   | 23,916  |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Gross profit                                      |  |                                       | 48,851  |   |      |   | 44,107  |      |  |   | 51,476  |   |  |      | 50,182  |   |  |   | 33,360  |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Operating expenses:                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Product development                               |  |                                       | 34,762  |   |      |   | 35,435  |      |  |   | 37,753  |   |  |      | 32,644  |   |  |   | 28,221  |  
|Sales and marketing                               |  |                                       | 25,062  |   |      |   | 23,525  |      |  |   | 23,635  |   |  |      | 21,181  |   |  |   | 20,408  |  
|General and administrative                        |  |                                       | 17,647  |   |      |   | 15,742  |      |  |   | 17,143  |   |  |      | 16,083  |   |  |   | 13,949  |  
|Restructuring charges                             |  |                                       | 1,212   |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total operating expenses                          |  |                                       | 78,683  |   |      |   | 74,702  |      |  |   | 78,531  |   |  |      | 69,908  |   |  |   | 62,578  |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Operating loss                                    |  |                                       | (29,832 | ) |      |   | (30,595 | )    |  |   | (27,055 | ) |  |      | (19,726 | ) |  |   | (29,218 | )
|Interest and other income (expense), net          |  |                                       | 393     |   |      |   | (28     | )    |  |   | 2,925   |   |  |      | 5,717   |   |  |   | 5,817   |  
|Interest expense on lease financing obligations   |  |                                       | (1,572  | ) |      |   | (1,668  | )    |  |   | (1,404  | ) |  |      | (1,211  | ) |  |   | (1,379  | )
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loss before provision for income taxes            |  |                                       | (31,011 | ) |      |   | (32,291 | )    |  |   | (25,534 | ) |  |      | (15,220 | ) |  |   | (24,780 | )
|Income tax expense (benefit)                      |  |                                       | 301     |   |      |   | (257    | )    |  |   | 297     |   |  |      | 452     |   |  |   | 350     |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss                                          |  | $                                     | (31,312 | ) |      | $ | (32,034 | )    |  | $ | (25,831 | ) |  | $    | (15,672 | ) |  | $ | (25,130 | )
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                  |  |                                       |         |   |     
|Loss per share1:                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic                                             |  | $                                     | (0.76   | ) |      | $ | (0.79   | )    |  | $ | (0.64   | ) |  | $    | (0.39   | ) |  | $ | (0.64   | )
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Diluted                                           |  | $                                     | (0.76   | ) |      | $ | (0.79   | )    |  | $ | (0.64   | ) |  | $    | (0.39   | ) |  | $ | (0.64   | )
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                  |  |                                       |         |   |     
|Shares used in per share calculation1:            |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic                                             |  |                                       | 41,365  |   |      |   | 40,724  |      |  |   | 40,636  |   |  |      | 39,891  |   |  |   | 39,487  |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Diluted                                           |  |                                       | 41,365  |   |      |   | 40,724  |      |  |   | 40,636  |   |  |      | 39,891  |   |  |   | 39,487  |  
|                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash dividends declared per common share          |  | $                                     |        |   |      | $ |        |      |  | $ |        |   |  | $    |        |   |  | $ |        |  
|                                                  |  |                                       |         |   |     
|Consolidated Balance Sheet Data:                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash, cash equivalents and short-term investments |  | $                                     | 64,632  |   |      | $ | 80,116  |      |  | $ | 87,316  |   |  | $    | 107,190 |   |  | $ | 124,157 |  
|Working capital                                   |  |                                       | 77,259  |   |      |   | 96,357  |      |  |   | 108,811 |   |  |      | 126,711 |   |  |   | 129,521 |  
|Total assets                                      |  |                                       | 145,570 |   |      |   | 164,437 |      |  |   | 185,517 |   |  |      | 204,707 |   |  |   | 211,272 |  
|Total liabilities                                 |  |                                       | 51,581  |   |      |   | 48,539  |      |  |   | 52,946  |   |  |      | 51,496  |   |  |   | 57,609  |  
|Total stockholders equity                        |  |                                       | 93,989  |   |      |   | 115,898 |      |  |   | 132,571 |   |  |      | 153,211 |   |  |   | 153,663 |  



|1 | See Note 1 of Notes to Consolidated Financial Statements for an explanation of shares used in computing basic net loss per share, and diluted net loss
per share.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 7. 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 Annual 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 Business and Risk Factors sections. Therefore, our actual
results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to review or update publicly any forward-looking statements for any reason.

EXECUTIVE 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 eleven foreign countries
throughout Europe and Asia. We develop, market, and sell energy control networking solutions, a critical element of incorporating action-oriented intelligence into the utility grid, buildings, streetlights, and other energy devices  all
components of the evolving smart grid, which encompasses everything from the power plant to the plug. Echelons products can be used to make the management of electricity over the smart grid cost effective, reliable, survivable and
instantaneous. Our products enable everyday devices  such as air conditioners, appliances, electricity meters, light switches, thermostats, and valves  to be made smart and inter-connected. We offer our products and related services to
OEMs and systems integrators in the building, industrial, transportation, utility/home, and other automation markets.

For the
last several years, we have been investing heavily in the development of hardware and software products for use in the smart grid. These hardware devices and associated software are used by electric utilities in their distribution and
metering systems. To date, we have generated revenues of approximately $245.0 million from these investments. We refer to this revenue as Utility revenue. We also 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
Commercial 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.

Our financial performance during 2010 reflects modest improvement in revenues from both our Utility and Commercial products,
which were partially offset by an anticipated decrease in Enel Project revenues. Overall, our net revenues increased by 7.5% over amounts generated in 2009. This led to a slight reduction in our net loss for the year. The following table provides an
overview of key financial metrics for the years ended December 31, 2010 and 2009 that our management team focuses on in evaluating our financial condition and operating performance (in thousands, except per share amounts and percentages).



|                                                   |  |      |         |   |      |   |         |          |  |   |          |   |  |  |         |   
|-------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  |  | ------- | --
|                                                   |  | 2010 |         |   | 2009 |   |         | $ Change |  |   | % Change |  
|Net revenues                                       |  | $    | 111,037 |   |      | $ | 103,338 |          |  | $ | 7,699    |   |  |  | 7.5     | % 
|Gross margin                                       |  |      | 44.0    | % |      |   | 42.7    | %        |  |   |         |   |  |  | 1.3 ppt |   
|Operating expenses                                 |  | $    | 78,683  |   |      | $ | 74 ,702 |          |  | $ | 3,981    |   |  |  | 5.3     | % 
|Net loss                                           |  | $    | (31,312 | ) |      | $ | (32,034 | )        |  | $ | 722      |   |  |  | 2.3     | % 
|Cash, cash equivalents, and short-term investments |  | $    | 64,632  |   |      | $ | 80,116  |          |  | $ | (15,484  | ) |  |  | (19.3   | %)



| |  |  | Net revenues: As noted above, our net revenues increased in both our Utility and Commercial product lines during 2010. As compared to 2009, net
revenues from our Utility and Commercial product lines increased by 18.6% and 10.3%, respectively. However, we continue to believe that our revenue levels from these products have been adversely affected by the severe economic downturn that began in
late 2008 and has continued since then. Utilities are the ultimate customer for our Utility products. We believe that utilities have limited their capital expenditures in response to reduced cash flow arising from the worldwide recession. In
addition, in the United States we believe that utilities further delayed decisions pending the distribution of stimulus awards from the United States Department of Energy as well as regulatory obstacles they have faced in moving forward with their
smart grid roll-outs. With respect to our Commercial product line, many of our customers produce products used in commercial or industrial buildings. The markets for these products were adversely affected by the recession. However, we have seen
strength in energy saving markets such as demand response. The reduction in our Enel Project revenues during 2010 was primarily due to an anticipated decrease in the level of orders placed by Enels meter manufacturers for metering kits under
the 2006 development and supply agreement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



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##### Table of Contents

| |  |  | Gross margin: Our gross margin improved by 1.3 percentage points in 2010 as compared to 2009. Excluding the impact of non-cash stock-based
compensation charges, gross margins improved by 0.9%, from 44.3% in 2009 to 45.2% in 2010. The year-over-year improvement in gross margin was primarily due to the fact that we continued to experience higher gross margins in our Utility product line
during 2010 as compared to 2009. Utility gross margin improvement was the direct result of both continued investments we have made in engineering to develop products that cost less to build, as well as work we have done with our third party contract
electronic manufacturers to reduce their costs. In addition, higher overall revenue levels also contributed to the improved gross margins as indirect costs as a percentage of revenues decreased. Partially offsetting these improvements was the
negative impact resulting from the mix of products sold in 2010 as compared to 2009.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operating expenses: Our operating expenses increased by 5.3% in 2010 as compared to 2009. Excluding the impact of restructuring costs and
non-cash stock-compensation charges, operating expenses increased by 7.1%, from $62.0 million in 2009 to $66.4 million in 2010. Part of this increase in operating expenses was due to the restoration of full salaries in May 2010 for our U.S. based
personnel. In May 2009, in light of worsening economic conditions, we implemented a structured salary reduction program in an effort to reduce our operating costs. Also contributing to the year-over-year increase were increased product development
costs associated with new products for our Utility customers, increased commissions for our sales personnel, increased compensation for our interim and current Chief Executive Officers, increased fees paid to third party service providers, and
charges associated with a restructuring program we commenced in December 2010. Partially offsetting these increases were payments of $4.5 million received from a third party that were used to reduce product development expenditures.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net loss:Our net loss decreased by $722,000 in 2010 as compared to 2009. The $722,000 decrease in our loss was directly attributable to the
$7.7 million year-over-year increase in net revenues and improved gross margins, and was partially offset by increased operating expenses. Excluding the impact of restructuring costs of $1.2 million and non-cash stock-compensation charges of $12.3
million, our net loss remained relatively unchanged in 2010.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash, cash equivalents, and short-term investments: During 2010, our cash, cash equivalent, and short-term investment balance decreased by
19.3%, from $80.1 million at December 31, 2009 to $64.6 million at December 31, 2010. This $15.5 million reduction was primarily the result of $9.2 million of cash used in operating activities, and to a lesser extent by cash used to pay
taxes on behalf of our employees associated with equity compensation awards and principal payments on our lease financing obligations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe that during 2011, we will continue to experience revenue growth in our Utility and Commercial product lines, as well as increased revenues from the Enel Project. This belief is dependent on
many macro-economic factors, including continued market improvement for the products our Commercial customers sell that incorporate our technology, continued easing of world-wide credit markets our Utility customers rely on to fund their projects,
and timely resolution of regulatory processes. Our management team remains focused on working to ensure that our company is properly positioned to capitalize on existing customer relationships, as well as new opportunities as they become available.
For example, we continue to invest strategically in the development of new technologies and products to increase our share of the network infrastructure market, including technologies and products specifically aimed at the smart grid and other
green initiatives. We also continue to enhance our sales and marketing efforts in a variety of ways, including hiring new employees to cover critical areas, adding to our existing base of third party value added resellers, and initiating
new sales channel programs.

CRITICAL ACCOUNTING POLICIES AND
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 this Annual Report on Form 10-K 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.

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.



27



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We recognize revenue when persuasive evidence of an arrangement exists, delivery (and
acceptance, as applicable) has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. For non-distributor 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. Service revenue is recognized as the
training services are performed, or ratably over the term of the support period.

We account for the rights of return,
price protection, rebates, and other sales incentives offered to distributors of our products as a reduction in revenue. With the exception of sales to distributors, the Companys customers are generally not entitled to return products for a
refund. For sales to distributors, due to contractual rights of return and other factors that impact our ability to make a reasonable estimate of future returns and other sales incentives, revenues are not recognized until the distributor has
shipped our products to the end customer.

In most instances involving large-scale deployments,
our Utility products are sold as part of multiple element arrangements. These arrangements may require us to deliver our Utility products and services over an extended period of time. In October 2009, the FASB amended the accounting standards for
multiple deliverable revenue arrangements to:



| |  |  | provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration
should be allocated;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | require an entity to allocate revenue in an arrangement using its best estimated selling price (BESP) of deliverables if a vendor does not
have vendor-specific objective evidence (VSOE) of selling price or third-party evidence (TPE) of selling price; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

We elected to early adopt this accounting guidance January 1, 2010 on a prospective basis for
applicable transactions originating or materially modified after December 31, 2009.

As noted above, our multiple
deliverable revenue arrangements are primarily related to sales of Utility products, which may include, within a single arrangement, electricity meters and data concentrators (collectively, the Hardware); NES system software; Element
Manager software; post-contract customer support (PCS) for the NES system and Element Manager software; extended warranties for the Hardware; and, occasionally, specified enhancements or upgrades to software used in the NES system. For
arrangements originating or materially modified after December 31, 2009, with the exception of the NES system software, each of these deliverables is considered a separate unit of accounting. The NES system software functions together with an
electricity meter to deliver its essential functionality and any related software license fee is charged for on a per meter basis. Therefore, the NES system software and an electricity meter are combined and considered a single unit of accounting.
The Element Manager software is not considered to be part of an electricity meters essential functionality and, therefore, Element Manager software and any related PCS continues to be accounted for under industry specific software revenue
recognition guidance. However, all other NES system deliverables are no longer within the scope of industry specific software revenue recognition guidance.

We allocate revenue to each element in a multiple-element arrangement based upon the elements relative selling price. We determine the selling price for each deliverable using VSOE of selling price
or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, we use our BESP for that deliverable. Since the use of the residual method has been eliminated under the new accounting standards, any
discounts we offer are allocated to each of the deliverables. Revenue allocated to each element is then recognized when the basic revenue recognition criteria is met for the respective element.

Consistent with our methodology under previous accounting guidance, if available, we determine VSOE of fair value for each element based
on historical stand-alone sales to third parties or from the stated renewal rate for the elements contained in the initial contractual arrangement. We currently estimate the selling prices for our PCS and extended warranties based on VSOE of fair
value.

In many instances, we are not currently able to obtain VSOE of fair value for all deliverables in an arrangement with
multiple elements. This may be due to the fact that we infrequently sell each element separately or that we do not price products within a narrow range. When VSOE cannot be established, we attempt to estimate the selling price of each element based
on TPE. TPE would consist of our competitors prices for similar deliverables when sold separately. However, in general, our offerings contain significant differentiation from our competition such that the comparable pricing of products with
similar functionality cannot be obtained. Furthermore, we are unable to reliably determine the stand-alone selling prices for similar products of our competitors. Therefore, we typically are not able to obtain TPE of selling price.



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When we are unable to establish a selling price using VSOE or TPE, which is generally the
case for the Hardware and certain specified enhancements or upgrades to our NES software, we use our BESP in determining the allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale
if the product or service were sold on a stand-alone basis. BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings.

We establish pricing for our products and services by considering multiple factors including, but not limited to, geographies, market
conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. The determination of pricing also includes consultation with and formal approval by our management, taking into consideration our
go-to-market strategy. These pricing practices apply to both our Hardware and software products.

Based on our analysis of
pricing stated in contractual arrangements for our Hardware products in historical multiple-element transactions and, to a lesser extent, historical standalone transactions, we have concluded that we typically price our Hardware within a narrow
range of discounts when compared to the price listed on our standard pricing grid for similar deliverables (i.e., similar configuration, volume, geography, etc.). Therefore, we have determined that, for our current Hardware for which VSOE or TPE is
not available, our BESP is generally comprised of prices based on a narrow range of discounts from pricing stated in our pricing grid.

When establishing BESP for our specified software enhancements or upgrades, we consider multiple factors including, but not limited to, the relative value of the features and functionality being delivered
by the enhancement or upgrade as compared to the value of the software product to which the enhancement or upgrade relates, as well as our pricing practices for NES system PCS packages, which may include rights to the specified enhancements or
upgrades.

We regularly review VSOE and have established a review process for TPE and BESP. We maintain internal controls over
the establishment and updates of these estimates. There were no material impacts during the year ended December 31, 2010 resulting from changes in VSOE, TPE, or BESP, nor do we expect a material impact from such changes in the near term.

Total net revenues as reported and unaudited pro forma total net revenues that would have been reported during the year ended
December 31, 2010, if the transactions entered into or materially modified after December 31, 2009 were subject to previous accounting guidance, are shown in the following table (in thousands):



|                                                        |  |             |         |  |                                                                    |   |         | 
|------------------------------------------------------- |  | ----------- | ------- |  | ------------------------------------------------------------------ | - | ------- | 
|                                                        |  | As Reported |         |  | Pro Forma Basisas if the PreviousAccountingGuidance 
Werein Effect |  
|Total net revenues for the year ended December 31, 2010 |  | $           | 111,037 |  |                                                                    | $ | 107,965 | 

The $3.1 million
impact to total net revenues during the year ended December 31, 2010 resulting from the adoption of the new accounting guidance was to net product revenues, and related solely to sales of our Utility products. The impact was related primarily
to the fact that, under the new accounting guidance, we recorded revenue on certain transactions for which the previous accounting guidance would have required deferral. Approximately $1.8 million of the $3.1 million impact was attributable to
transactions involving multiple element arrangements where software upgrades had not yet been delivered as of December 31, 2010. Under the new accounting guidance, we determined the BESP for the software upgrades and deferred the relative
selling price of these items. Under the previous accounting guidance, all revenue related to these transactions would have been deferred as we did not have VSOE of fair value for the undelivered items. The remaining $1.3 million of the $3.1 million
impact was primarily attributable to transactions involving multiple element arrangements in which we shipped data concentrators to a customer but had not yet shipped all of the meters associated with that arrangement. As described below, since the
meters and data concentrators were not shipped in proportion to the overall expected ratio for that arrangement, under the previous accounting guidance we would have been required to defer the revenue on the excess data concentrators until the
corresponding meters were shipped in a future period. Under the new accounting guidance, however, we determined the BESP for both the data concentrators and the meters and recognized revenue for the relative value of each based on the quantity that
were delivered to and accepted by our customers.

As it relates to the timing and pattern of revenue recognition for Utility
product sales in the future, the new accounting guidance has had a significant effect on total net revenues for transactions entered into or materially modified after December 31, 2009, and we expect this trend to continue. This expectation is
primarily due to the fact that we do not currently have VSOE of fair value for most of our Utility product offerings, which often resulted in deferral of revenue as discussed below. For Utility arrangements subject to the new revenue recognition
guidance, revenue allocated to meters and data concentrators will be recognized as those units are delivered to and accepted by our customers, while revenue allocated to PCS and extended warranties will be recognized ratably over the service period.

For multiple element arrangements that were entered into prior to January 1, 2010 and
that include NES system and/or Element Manager 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 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.
Revenues for PCS on the NES system and Element Manager software, as well as for extended warranties on Utility Hardware products, 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.



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As of December 31, 2010 and December 31, 2009, approximately $3.7 million and $5.2
million, respectively, of our Utility product revenue was deferred. Of the $3.7 million of deferred revenue at December 31, 2010, approximately $1.5 million of it relates to revenue that will be accounted for under previous revenue recognition
guidance while the remaining $2.2 million relates to revenue that will be accounted for under the new revenue recognition guidance.

Stock-Based Compensation. Under generally accepted accounting principles in the United States, 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 and stock appreciation rights (SARs). 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.

For options SARs granted
prior to January 1, 2008, the expected term was calculated using the simplified method as permitted under the Securities and Exchange Commission Staff Accounting Bulletin No. 107. Under the simplified method, the expected term was
calculated by taking the average of the vesting term and the contractual term of the option. For options and SARs granted subsequent to December 31, 2007, the expected term has been estimated by applying a Monte Carlo simulation model that
incorporates Echelons historical data on post-vest exercise activity and employee termination behavior. The expected volatility is based on both the historical volatility of the our common stock over the most recent period commensurate with
the expected life of the option as well as on implied volatility calculated from the market traded options on our companys stock. 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 equity compensation 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.

Current accounting rules also require 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 accelerated 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. We are required 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. During the year ended December 31, 2009, our management concluded that it was unlikely that the
financial performance requirements for certain of these awards would be met, and accordingly, we reversed previously recognized compensation expense of $731,000 associated with these awards. 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 equity compensation 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.



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We evaluate the collectability 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 worsen, 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 $361,000 as of December 31, 2010, and $350,000 as of December 31, 2009.

Inventory Valuation. At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. In
general, the evaluation for excess quantities includes analyses of historical sales levels by product and projections of future demand. Inventories on hand in excess of one years forecasted demand are generally deemed to be excess.

In performing the excess inventory analysis, management considers factors that are unique to each of our Utility and Commercial product
lines. For our Utility products, the analysis requires us to consider that Utility customers procure specific meter types that meet their requirements. In other words, any given customer may require a meter that is custom to their
specifications. Accordingly, management must make significant judgments not only as to which customers will buy how many meters (and associated data concentrators), but also which meter type(s) each customer will buy. In making these judgments,
management uses the best sales forecast information available at the time. However, because future sales volumes for any given customer opportunity have the potential to vary significantly, actual results could be materially different from original
estimates. This could increase our exposure to excess inventory for which we would need to record a reserve, thereby resulting in a potentially material negative impact to our operating results.

For most of our Commercial products, our customers generally buy from a portfolio of off-the-shelf or standard products. In
addition, whereas for our Utility customers our revenues are attributable to a relatively few customers buying substantial quantities of any given product, our Commercial revenues are composed of a larger volume of smaller dollar transactions.
Accordingly, while any single Commercial customers demand for a given product may fluctuate from quarter to quarter, the fact that there are so many Commercial customers buying a standard product tends to average out increases or decreases in
any individual customers demand. This has historically resulted in a relatively stable future demand forecast for our Commercial products, which, absent outside forces such as worsening general economic conditions, management evaluates in
determining its requirement for an excess inventory reserve.

In addition to providing a reserve for excess inventories, we do
not value inventories that we consider obsolete. We consider a product to be obsolete when one of several factors exists. These factors include, but are not limited to, our decision to discontinue selling an existing product, the product has been
re-designed and we are unable to rework our existing inventory to update it to the new version, or our competitors introduce new products that make our products obsolete.

We adjust remaining inventory balances to approximate the lower of our cost or market value. If future demand or market conditions are less favorable than our projections, additional inventory write-downs
may be required and would be reflected in cost of sales in the period the revision is made.

Warranty Reserves. We
evaluate our reserve for warranty costs based on a combination of factors. In circumstances where we are aware of a specific warranty related problem, for example a product recall, we reserve an estimate of the total out-of-pocket costs we expect to
incur to resolve the problem, including, but not limited to, costs to replace or repair the defective items and shipping costs. When evaluating the need for any additional reserve for warranty costs, management takes into consideration the term of
the warranty coverage, the quantity of product in the field that is currently under warranty, historical warranty-related return rates, historical costs of repair, and knowledge of new products introduced. If any of these factors were to change
materially in the future, we may be required to increase our warranty reserve, which could have a material negative impact on our results of operations and our financial condition. Our reserve for warranty costs was $904,000 as of December 31,
2010, and $1.0 million as of December 31, 2009.



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RESULTS OF OPERATIONS

The following table reflects the percentage of total revenues represented by each item in our Consolidated Statements of Operations for
the years ended December 31, 2010, 2009, and 2008:



|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|----------------------------------------------- |  | ----------------------- | ----- | -- | ---- |  | ----- | ---- |  |  | ----- | --
|                                                |  | Year Ended December 31, |      
|                                                |  | 2010                    |       |    | 2009 |  |       | 2008 | 
|Revenues:                                       |  |                         |       |    |      |  |       |      |  |  |       |   
|Product                                         |  |                         | 96.8  | %  |      |  | 97.0  | %    |  |  | 97.8  | % 
|Service                                         |  |                         | 3.2   |    |      |  | 3.0   |      |  |  | 2.2   |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Total revenues                                  |  |                         | 100.0 |    |      |  | 100.0 |      |  |  | 100.0 |   
|Cost of revenues:                               |  |                         |       |    |      |  |       |      |  |  |       |   
|Cost of product                                 |  |                         | 53.8  |    |      |  | 55.0  |      |  |  | 59.7  |   
|Cost of service                                 |  |                         | 2.2   |    |      |  | 2.3   |      |  |  | 1.9   |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Total cost of revenues                          |  |                         | 56.0  |    |      |  | 57.3  |      |  |  | 61.6  |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Gross profit                                    |  |                         | 44.0  |    |      |  | 42.7  |      |  |  | 38.4  |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Operating expenses:                             |  |                         |       |    |      |  |       |      |  |  |       |   
|Product development                             |  |                         | 31.3  |    |      |  | 34.3  |      |  |  | 28.2  |   
|Sales and marketing                             |  |                         | 22.6  |    |      |  | 22.8  |      |  |  | 17.6  |   
|General and administrative                      |  |                         | 15.9  |    |      |  | 15.2  |      |  |  | 12.8  |   
|Restructuring charges                           |  |                         | 1.1   |    |      |  |      |      |  |  |      |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Total operating expenses                        |  |                         | 70.9  |    |      |  | 72.3  |      |  |  | 58.6  |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Loss from operations                            |  |                         | (26.9 | )  |      |  | (29.6 | )    |  |  | (20.2 | ) 
|Interest and other income, net                  |  |                         | 0.4   |    |      |  |      |      |  |  | 2.2   |   
|Interest expense on lease financing obligations |  |                         | (1.4  | )  |      |  | (1.6  | )    |  |  | (1.1  | ) 
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Loss before provision for income taxes          |  |                         | (27.9 | )  |      |  | (31.2 | )    |  |  | (19.1 | ) 
|Income tax expense (benefit)                    |  |                         | 0.3   |    |      |  | (0.2  | )    |  |  | 0.2   |   
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   
|Net loss                                        |  |                         | (28.2 | )% |      |  | (31.0 | )%   |  |  | (19.3 | )%
|                                                |  |                         |       |    |      |  |       |      |  |  |       |   

Revenues

Total revenues



|                       |  |                         |         |  |                       |   |         |                       |  |   |                       |  |  |                       |       |  |  |    |        |   |  |  |     |   |  |  |       |   
|---------------------- |  | ----------------------- | ------- |  | --------------------- | - | ------- | --------------------- |  | - | --------------------- |  |  | --------------------- | ----- |  |  | -- | ------ | - |  |  | --- | - |  |  | ----- | --
|                       |  | Year Ended December 31, |         |  | 2010 over2009$ Change |   |         | 2009 over2008$ Change |  |   | 2010 over2009% Change |  |  | 2009 over2008% Change |      
|                       |  |                         |         |  |                      
|(Dollars in thousands) |  | 2010                    |         |  | 2009                  |   |         | 2008                  |  |   |                       |  | 
|Total revenues         |  | $                       | 111,037 |  |                       | $ | 103,338 |                       |  | $ | 134,047               |  |  | $                     | 7,699 |  |  | ($ | 30,709 | ) |  |  | 7.5 | % |  |  | (22.9 | %)

The $7.7 million increase
in total revenues in 2010 as compared to 2009 was primarily attributable to a $9.0 million increase in Utility revenues and a $4.6 million increase in Commercial revenues, partially offset by a $5.9 million decrease in Enel Project revenues. The
$30.7 million decrease in total revenues in 2009 as compared to 2008 was primarily attributable to an $18.8 million decrease in Utility revenues, a $9.5 million decrease in Commercial revenues, and a $2.4 million decrease in Enel Project revenues.

Utility revenues



|                       |  |                         |        |  |                        |   |        |                        |  |   |                        |  |  |                        |       |  |  |    |        |   |  |  |      |   |  |  |       |   
|---------------------- |  | ----------------------- | ------ |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | ----- |  |  | -- | ------ | - |  |  | ---- | - |  |  | ----- | --
|                       |  | Year Ended December 31, |        |  | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |      
|                       |  |                         |        |  |                       
|(Dollars in thousands) |  | 2010                    |        |  | 2009                   |   |        | 2008                   |  |   |                        |  | 
|Utility Revenues       |  | $                       | 57,257 |  |                        | $ | 48,271 |                        |  | $ | 67,118                 |  |  | $                      | 8,986 |  |  | ($ | 18,847 | ) |  |  | 18.6 | % |  |  | (28.1 | %)

During 2010, 2009, and
2008, our Utility revenues were derived primarily from a relatively small number of customers who have undertaken large-scale deployments of our NES system products. These deployments generally come to fruition after an extended and complex sales
process, and each is relatively substantial in terms of its revenue potential. They vary significantly from one another in terms of, among other things, the overall size of the deployment, the duration of time over which the products will be sold,
the mix of products being sold, the timing of delivery of those products, and the ability to modify the timing or size of those projects. This relative uniqueness among each deployment results in significant variability and unpredictability in our
Utility revenues.



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The $9.0 million increase in Utility revenues during 2010 as compared to 2009 was due to an
overall increase in the level of large-scale deployments of our NES system products. In particular, the increase was primarily attributable to increased shipments of our NES products for projects in Russia and Denmark. In addition, as discussed more
fully in the section titled Critical Accounting Policies and Estimates earlier in this section, due to our January 1, 2010 adoption of new accounting guidance for multiple element arrangements our Utility revenues during 2010 were
approximately $3.1 million higher than they would have been if we had applied the revenue recognition standards in effect during the prior year.

During 2009, our Utility revenues decreased by approximately 28.1% as compared to 2008. We believe this reduction was due, at least in part, to the sudden and severe worldwide economic slowdown that began
in late 2008 and continued through 2009. As a result of the recession, utilities experienced reduced cash flows, which we believe caused them to limit their capital expenditures. In addition, the economic downturn has had a particularly detrimental
effect on the credit markets, both in the United States and abroad, which play a key role in a utilitys decision to move forward with a large-scale deployment, as such efforts frequently require the utility to secure financing for the project.
We also believe that the American Recovery and Reinvestment Act of 2009, which was enacted in early 2009, caused many U.S. utilities to postpone their plans to move forward with their large-scale smart grid deployments. This was due to the fact
that, once the stimulus program was announced, utilities throughout the United States applied for stimulus funds in order to offset a portion of their projects expected costs.

Our ability to recognize revenue on shipments of our Utility products depends on several factors, including, but not limited to, 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 may require us to defer some or all of the revenue associated with shipments of these products until certain conditions are met in a future period.

Our Utility revenues have historically been concentrated with a relatively few customers. During the years ended December 31, 2010,
2009, and 2008, approximately 86.4%, 85.4%, and 93.1%, respectively, of our Utility revenues were attributable to five customers. While our Utility customers will change over time, given the nature of the Utility market, we expect our future Utility
revenues will continue to be concentrated among a limited number of customers.

During the third quarter of 2010, we announced
the Echelon Control System (ECoS), a new open software platform for intelligent distributed control of the smart grid. ECoS will run throughout the edge of the grid on a new Echelon product, the Edge Control Node (ECN) 7000 series of open and
extensible hardware solutions. We also announced that Duke Energy will be the first customer for ECoS and the ECN. While both ECoS and the ECN currently remain under development, we expect to begin shipping final versions of the new products during
the latter part of 2011, at which point revenues associated with the new products will commence.

We currently expect that our
2011 NES system revenues will increase over 2010 levels, in large part due to our expectation that world-wide macro-economic conditions and associated credit markets, which were severely impacted by the world-wide recession that began in late 2008
and continued through 2009 and much of 2010, will continue to improve.

Commercial revenues



|                       |  |                         |        |  |                        |   |        |                        |  |   |                        |  |  |                        |       |  |  |    |       |   |  |  |      |   |  |  |       |   
|---------------------- |  | ----------------------- | ------ |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | ----- |  |  | -- | ----- | - |  |  | ---- | - |  |  | ----- | --
|                       |  | Year Ended December 31, |        |  | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |      
|                       |  |                         |        |  |                       
|(Dollars in thousands) |  | 2010                    |        |  | 2009                   |   |        | 2008                   |  |   |                        |  | 
|Commercial Revenues    |  | $                       | 49,135 |  |                        | $ | 44,549 |                        |  | $ | 54,040                 |  |  | $                      | 4,586 |  |  | ($ | 9,491 | ) |  |  | 10.3 | % |  |  | (17.6 | %)

Our Commercial revenues
are primarily comprised of sales of our hardware products, and to a lesser extent, revenues we generate from sales of our software products and from our customer support and training offerings.

The $4.6 million increase in Commercial revenues in 2010 as compared to 2009 was primarily due to an 18% increase in revenues in the
Americas region, and to a lesser extent, from more modest increases in revenues from both the APJ and EMEA regions of 9% and 4%, respectively. We believe these increases were due in large part to improving macro-economic conditions in the Americas
and EMEA regions, both of which were severely impacted by the economic slowdown that began in late 2008 and continued through 2009. Within the Commercial family of products, the year-over-year increase was driven primarily from increases in our
control and connectivity as well as SmartServer products.

The $9.5 million decrease in Commercial revenues in 2009 as
compared to 2008 was primarily due to significant decreases in revenues in the EMEA and Americas regions. During 2009, the recession was particularly hard on many of our Commercial customers, including those in the utility, building automation,
industrial automation, and transportation markets. Partially offsetting these decreases was a slight increase in sales in the APJ region. Within the Commercial family of products, the year-over-year decrease was primarily attributable to a decrease
in our control and connectivity products, in particular our power line transceiver and control module products, which are used extensively by customers in the negatively impacted markets listed above.



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Our future Commercial 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 Commercial 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 Commercial revenues conducted in currencies
other than the United States dollar, principally the Japanese Yen, was about 7.3% in 2010, 6.9% in 2009, and 5.9% in 2008. To date, we have not hedged any of these foreign currency risks. We do not currently expect that, during 2011, the amount of
our Commercial 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.

We currently expect our 2011 Commercial revenues will continue to increase over amounts generated in 2010, due primarily to
our expectation of ongoing improvements in world-wide macro-economic conditions.

Enel Project revenues



|                       |  |                         |       |  |                        |   |        |                        |  |   |                        |  |  |                        |       |   |  |    |       |   |  |  |       |    |  |  |       |   
|---------------------- |  | ----------------------- | ----- |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | ----- | - |  | -- | ----- | - |  |  | ----- | -- |  |  | ----- | --
|                       |  | Year Ended December 31, |       |  | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |      
|                       |  |                         |       |  |                       
|(Dollars in thousands) |  | 2010                    |       |  | 2009                   |   |        | 2008                   |  |   |                        |  | 
|Enel Project Revenues  |  | $                       | 4,645 |  |                        | $ | 10,518 |                        |  | $ | 12,889                 |  |  | ($                     | 5,873 | ) |  | ($ | 2,371 | ) |  |  | (55.8 | %) |  |  | (18.4 | %)

In October 2006, we
entered into two 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 $4.6 million, $10.5 million, and $12.9 million of Enel project revenue recognized during 2010, 2009, and 2008,
respectively, related primarily to shipments under the development and supply agreement, and to a lesser extent, from revenues attributable to the software enhancement agreement. Both the development and supply agreement and the software enhancement
agreements expire in December 2011, although delivery of products and services can extend beyond that date and the agreements may be extended under certain circumstances. We currently expect that revenues from the Enel project during 2011 will be
moderately higher than those generated in 2010 as we expect Enel to order higher quantities of metering kit products in 2011.

We sell our products to Enel and its designated manufacturers in United States dollars. Therefore, the associated revenues are not
subject to foreign currency risks.

Gross Profit and Gross Margin



|                       |  |                         |        |   |                        |   |        |                        |  |   |                        |   |  |                        |       |  |  |    |       |   |  |  |      |   |  |  |       |   
|---------------------- |  | ----------------------- | ------ | - | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- | - |  | ---------------------- | ----- |  |  | -- | ----- | - |  |  | ---- | - |  |  | ----- | --
|                       |  | Year Ended December 31, |        |   | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |   |  | 2009 over2008% 
Change |      
|                       |  |                         |        |   |                       
|(Dollars in thousands) |  | 2010                    |        |   | 2009                   |   |        | 2008                   |  |   |                        |   | 
|Gross Profit           |  | $                       | 48,851 |   |                        | $ | 44,107 |                        |  | $ | 51,476                 |   |  | $                      | 4,744 |  |  | ($ | 7,369 | ) |  |  | 10.8 | % |  |  | (14.3 | %)
|Gross Margin           |  |                         | 44.0   | % |                        |   | 42.7   | %                      |  |   | 38.4                   | % |  |                        |      |  |  |    |      |   |  |  | 1.3  |   |  |  | 4.3   |   

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.

2010 gross margins of 44.0% improved by 1.3 percentage points as compared to those generated in 2009.
This improvement was primarily due to improved gross margins in our Utility product line, which resulted from a higher percentage of our Utility revenues being generated from sales of the more recent and cost reduced versions of our Utility
products. In addition, as a percentage of 2010 revenues, indirect costs were down 0.9 percentage points as compared to 2009, which was due in part to higher overall revenues. Partially offsetting these improvements was the impact on gross margins
resulting from the mix of revenues reported. During 2010, approximately 51.6% of our revenues were attributable to sales of our Utility products and services, 44.3% of our revenues were attributable to sales of our Commercial products and services,
and the remaining 4.1% were attributable to the Enel project. During 2009, approximately 46.7% of our revenues were attributable to sales of our Utility products and services, 43.1% of our revenues were attributable to sales of our Commercial
products and services, and the remaining 10.2% were attributable to the Enel project. In general, gross margins generated from sales of our Utility products are lower than those generated from both sales of our Commercial products and services as
well as sales made under the Enel Project. As a result, when Utility revenues are higher as a percentage of overall revenues, as they were during 2010, overall gross margins will be negatively impacted. Conversely, when Utility revenues comprise a
lower percentage of overall revenues, overall gross margins will be favorably impacted.



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2009 gross margins of 42.7% improved by 4.3 percentage points as compared to those generated
in 2008. This improvement was primarily due to the mix of revenues reported. As noted above, during 2009, approximately 46.7% of our revenues were attributable to sales of our Utility products and services, 43.1% of our revenues were attributable to
sales of our Commercial products and services, and the remaining 10.2% were attributable to the Enel project. During 2008, approximately 50.1% of our revenues were attributable to sales of our Utility products and services, 40.3% of our revenues
were attributable to sales of our Commercial products and services, and the remaining 9.6% were attributable to the Enel project. As such, the lower proportion of lower margin Utility sales in 2009 as compared to 2008 caused 2009 margins to
increase. Also contributing to the year-over-year fluctuations in gross margins was the impact of improved gross margins in our Utility product line. As a percentage of 2009 revenues, indirect costs were relatively unchanged from those recorded in
2008.

Our future gross margins will continue to be affected by several factors, including, but not limited to: overall
revenue levels, changes in the mix of products sold, periodic charges related to excess and obsolete inventories, warranty expenses, introductions of cost reduced versions of our Utility and Commercial products, changes in the average selling prices
of the products we sell, purchase price variances, and fluctuations in the level of indirect overhead spending that is capitalized in inventory. In addition, the impact of foreign exchange rate fluctuations and labor rates may affect our gross
margins in the future. We currently outsource the manufacturing of most of our products requiring assembly to CEMs located primarily in China. To the extent labor rates were to rise, or to the extent the dollar were to weaken 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 Utility products, contain significant amounts of
certain commodities, such as copper, silver, and cobalt. Prices for these commodities have been volatile, which in turn have caused fluctuations in the prices we pay for the products in which they are incorporated.

Operating Expenses

Product development



|                       |  |                         |        |  |                        |   |        |                        |  |   |                        |  |  |                        |     |   |  |    |       |   |  |  |      |    |  |  |      |   
|---------------------- |  | ----------------------- | ------ |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | --- | - |  | -- | ----- | - |  |  | ---- | -- |  |  | ---- | --
|                       |  | Year Ended December 31, |        |  | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |    
|                       |  |                         |        |  |                       
|(Dollars in thousands) |  | 2010                    |        |  | 2009                   |   |        | 2008                   |  |   |                        |  | 
|Product Development    |  | $                       | 34,762 |  |                        | $ | 35,435 |                        |  | $ | 37,753                 |  |  | ($                     | 673 | ) |  | ($ | 2,318 | ) |  |  | (1.9 | %) |  |  | (6.1 | %)

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

The $673,000 decrease in product development expenses during 2010 as compared to 2009 was primarily due to
the fact that product development expenses of $4.5 million during 2010 were offset by contractually guaranteed payments (as such term is defined by generally accepted accounting principles) by a third party (also discussed in Note 1(n)
 Accrued Liabilities in the accompanying consolidated financial statements included in Part IV of this report). Excluding the impact of the $4.5 million in offsetting project payments, our product development expenses increased $3.8 million
during 2010. This increase was primarily due to the incremental expenses we incurred associated with this project. We currently anticipate this arrangement will continue into 2011, although we expect the amount of the third party customer funding we
use to reduce our product development expenses will decrease from $4.5 million in 2010 to $1.5 million in 2011. During this time, we expect our product development expenses will fluctuate from quarter to quarter. These fluctuations will be driven by
both the amount of contractually guaranteed payments earned by us during the respective quarter, since the payments are used to offset current period product development expenses incurred, and any incremental expenses associated with this project
that we incur in the respective period. Therefore, while the arrangement is in effect, our future quarterly product development expenses could be higher or lower than levels reported for the corresponding periods in 2010.

Another factor contributing to the 2010 decrease in product development expenses as compared to 2009 was a reduction in non-cash equity
compensation charges, which decreased by $1.5 million between the two periods. This reduction was due primarily to the equity awards issued in conjunction with our 2008 employee stock option exchange program. Many of these awards, which were granted
in December 2008, vested in full during 2009. As such, the grant date fair value associated with these awards was fully expensed during 2009.

The $2.3 million decrease in product development expenses during 2009 as compared to 2008 was primarily due to a $649,000 decrease in compensation expenses for our product development personnel, which was
primarily the result of a structured salary reduction program we implemented in May 2009 for our U.S. based personnel, as well as a reduction of $381,000 in equity compensation expense. Also contributing to the year-over-year decrease were
reductions in equipment and supplies used in the development process in the amount of $541,000, lower facility costs of $439,000 resulting primarily from the June 2008 amendments to the lease agreements for our San Jose, California headquarters
facility, reduced fees paid to third party service providers of $215,000, and other miscellaneous spending reductions of $93,000.



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##### Table of Contents

In April 2010, we announced that our Board of Directors had approved a restoration of salary
for all of our employees who had been affected by the structured salary reduction we implemented in 2009. The salary restoration took effect on May 1, 2010, and as a result, compensation expense for product development personnel would be
expected to increase for the full year 2011. However, in December 2010, we initiated a restructuring program which is expected to reduce our product development headcount by approximately 10% in 2011. When coupled with the reduction in offsetting
third party payments as discussed above, we expect our overall product development expenses will increase slightly in 2011 as compared to 2010.

Sales and marketing



|                       |  |                         |        |  |                        |   |        |                        |  |   |                        |  |  |                        |       |  |  |    |     |   |  |  |     |   |  |  |      |   
|---------------------- |  | ----------------------- | ------ |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | ----- |  |  | -- | --- | - |  |  | --- | - |  |  | ---- | --
|                       |  | Year Ended December 31, |        |  | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |      
|                       |  |                         |        |  |                       
|(Dollars in thousands) |  | 2010                    |        |  | 2009                   |   |        | 2008                   |  |   |                        |  | 
|Sales and Marketing    |  | $                       | 25,062 |  |                        | $ | 23,525 |                        |  | $ | 23,635                 |  |  | $                      | 1,537 |  |  | ($ | 110 | ) |  |  | 6.5 | % |  |  | (0.5 | %)

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

The $1.5 million increase in sales and marketing expenses in 2010 as compared to 2009 was primarily due to a
$584,000 increase in compensation expenses, which was driven by a $1.1 million increase in commission expenses partially offset by a $482,000 reduction in non-cash equity compensation charges. Also contributing to year-over-year increase was a
$396,000 increase in travel and entertainment expenses, a $323,000 increase in marketing expenses, and $234,000 of other miscellaneous spending increases. Partially offsetting the year-over-year increase was approximately $24,000 of favorable
foreign currency exchange rate fluctuations between the United States 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. Excluding the
impact of these exchange rate fluctuations, sales and marketing expenses increased by approximately 6.6% between the two years.

The $110,000 decrease in sales and marketing expenses in 2009 as compared to 2008 was primarily due to $431,000 reduction in advertising
and product promotion costs, a $233,000 reduction in facility costs resulting primarily from the June 2008 amendments to the lease agreements for our San Jose, California headquarters facility, a $229,000 reduction in travel and entertainment
expenses, a $158,000 reduction in fees paid to third party service providers, and other miscellaneous spending reductions of $177,000, partially offset by a $1.1 million increase in compensation and other employee related expenses, including a
$435,000 increase in stock-based compensation expenses. Also contributing to the year-over-year decrease was approximately $289,000 of favorable foreign currency exchange rate fluctuations between the United States 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. Excluding the impact of these exchange rate fluctuations, sales and marketing expenses increased by approximately 0.7%
between the two years.

Our sales personnel were not affected by the structured salary reduction program we implemented in May
2009, although our U.S. based marketing personnel were. Therefore, our full year 2011 compensation costs for our marketing personnel will increase due to the May 2010 salary restoration discussed above. We also intend to invest more heavily in our
sales and marketing efforts during 2011, including the hiring of additional personnel in our sales and marketing organization. This will also likely increase our sales and marketing expenses over historical levels.

In addition, our future sales and marketing expenses will continue to be affected by fluctuations in exchange rates between the U.S.
dollar and the foreign currencies where we operate. If the United States dollar were to weaken against these currencies, our sales and marketing expenses could increase. 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



|                           |  |                         |        |  |                        |   |        |                        |  |   |                        |  |  |                        |       |  |  |    |       |   |  |  |      |   |  |  |      |   
|-------------------------- |  | ----------------------- | ------ |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | ----- |  |  | -- | ----- | - |  |  | ---- | - |  |  | ---- | --
|                           |  | Year Ended December 31, |        |  | 2010 over2009$ 
Change |   |        | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |      
|                           |  |                         |        |  |                       
|(Dollars in thousands)     |  | 2010                    |        |  | 2009                   |   |        | 2008                   |  |   |                        |  | 
|General and Administrative |  | $                       | 17,647 |  |                        | $ | 15,742 |                        |  | $ | 17,143                 |  |  | $                      | 1,905 |  |  | ($ | 1,401 | ) |  |  | 12.1 | % |  |  | (8.2 | %)

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



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##### Table of Contents

The $1.9 million increase in general and administrative expenses in 2010 as compared to 2009
was primarily due to a $1.2 million increase in compensation and other employee related expenses, which was driven by a $592,000 increase in salaries primarily related to compensation for our interim and current Chief Executive Officers and to a
lesser extent from the May 2010 salary restoration discussed above, a $293,000 increase in non-cash equity compensation expenses, a $141,000 increase in bonuses, and miscellaneous other compensation and benefit expense increases of $208,000. Also
contributing to the year-over-year increase was a $513,000 increase in fees paid to third party service providers and other miscellaneous spending increases of $145,000.

The $1.4 million decrease in general and administrative expenses in 2009 as compared to 2008 was primarily due to a $691,000 reduction in expenses related to our independent accountants and other third
party service providers, a $467,000 reduction in facility costs resulting primarily from the June 2008 amendments to the lease agreements for our San Jose, California headquarters facility, a $221,000 reduction in travel and entertainment expenses,
and a $151,000 reduction in compensation and other employee related expenses, partially offset by miscellaneous other spending increases of $129,000.

We currently expect our 2011 general and administrative expenses will increase slightly over 2010 levels.

Restructuring Charges



|                       |  |                         |       |  |                        |   |   |                        |  |   |                        |  |  |                        |       |  |  |   |   |  |  |  |     |  |  |  |     | 
|---------------------- |  | ----------------------- | ----- |  | ---------------------- | - | - | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | ----- |  |  | - | - |  |  |  | --- |  |  |  | --- | 
|                       |  | Year Ended December 31, |       |  | 2010 over2009$ 
Change |   |   | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |      
|                       |  |                         |       |  |                       
|(Dollars in thousands) |  | 2010                    |       |  | 2009                   |   |   | 2008                   |  |   |                        |  | 
|Restructuring charges  |  | $                       | 1,212 |  |                        | $ |  |                        |  | $ |                       |  |  | $                      | 1,212 |  |  | $ |  |  |  |  | N/A |  |  |  | N/A | 

In December 2010, in
order to adjust our operating cost structure to more closely align with our 2011 operating plan, we initiated a restructuring program consisting of a headcount reduction of 31 full-time employees worldwide. Of the 31 employees affected, 15 were in
product development, 7 were in sales and marketing, 5 were in operations, and 4 were in general and administrative. In connection with this restructuring plan, in the fourth quarter of 2010, we recorded restructuring charges of approximately $1.2
million related to termination benefits for these personnel.

Accrued restructuring charges of approximately $1.2 million as
of December 31, 2010 are reflected in accrued liabilities on our Consolidated Balance Sheets. We expect to pay these accrued termination benefits through the first two quarter of 2011. We do not currently expect to incur any additional material
restructuring charges during 2011.

Interest and Other Income (Expense), Net



|                                         |  |                         |     |  |                        |    |    |                        |  |   |                        |  |  |                        |     |  |  |    |       |   |  |  |         |   |  |  |        |   
|---------------------------------------- |  | ----------------------- | --- |  | ---------------------- | -- | -- | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | --- |  |  | -- | ----- | - |  |  | ------- | - |  |  | ------ | --
|                                         |  | Year Ended December 31, |     |  | 2010 over2009$ 
Change |    |    | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |    
|                                         |  |                         |     |  |                       
|(Dollars in thousands)                   |  | 2010                    |     |  | 2009                   |    |    | 2008                   |  |   |                        |  | 
|Interest and Other Income (Expense), Net |  | $                       | 393 |  |                        | ($ | 28 | )                      |  | $ | 2,925                  |  |  | $                      | 421 |  |  | ($ | 2,953 | ) |  |  | 1,503.6 | % |  |  | (101.0 | %)

Interest and other income
(expense), net primarily reflects interest earned by our company on cash and short-term investment balances as well as foreign exchange translation gains and losses related to short-term intercompany balances.

During 2010, interest and other income (expense), net increased by approximately $421,000 as compared to 2009. This increase was
primarily due to a $682,000 increase in foreign currency translation gains, which was partially offset by a $233,000 decrease in interest income. The increase in foreign currency translation gains is due to our foreign currency denominated
short-term intercompany balances. We account for translation gains and losses associated with these 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, as it did during 2010, the associated translation gains favorably impact other income. Conversely, when the U.S. dollar weakens, the resulting translation losses negatively impact other 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.

During 2009, interest and other income (expense), net decreased by approximately $3.0 million as compared to 2008. This decrease was
primarily due to a $1.9 million decrease in interest income, and to a lesser extent, by a $1.0 million increase in foreign currency translation losses on our short-term intercompany balances. As was the case in 2010, the reduction in interest income
was 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.

We do not currently anticipate interest income on our investment portfolio will improve during 2011 as we expect interest rates to remain
historically low. Future gains or losses associated with translating our foreign currency denominated short-term intercompany balances will depend on exchange rates in effect at the time of translation.



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##### Table of Contents

Interest Expense on Lease Financing Obligations



|                                                |  |                         |       |  |                        |   |       |                        |  |   |                        |  |  |                        |    |   |  |   |     |  |  |  |      |    |  |  |      |  
|----------------------------------------------- |  | ----------------------- | ----- |  | ---------------------- | - | ----- | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | -- | - |  | - | --- |  |  |  | ---- | -- |  |  | ---- | -
|                                                |  | Year Ended December 31, |       |  | 2010 over2009$ 
Change |   |       | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |   
|                                                |  |                         |       |  |                       
|(Dollars in thousands)                          |  | 2010                    |       |  | 2009                   |   |       | 2008                   |  |   |                        |  | 
|Interest Expense on Lease Financing Obligations |  | $                       | 1,572 |  |                        | $ | 1,668 |                        |  | $ | 1,404                  |  |  | ($                     | 96 | ) |  | $ | 264 |  |  |  | (5.8 | %) |  |  | 18.8 | %

In December 1999 and
October 2000, we entered into two separate lease agreements with a local real estate developer for the two buildings we currently occupy at our San Jose headquarters site. As discussed in Note 3 of Notes to Consolidated Financial Statements in
Item 15 of this Report, we are considered the deemed owner of the two buildings for accounting purposes only.

Accordingly, we have recorded as an asset on our balance sheet the costs paid by our lessor to construct our headquarters facility, along
with a corresponding financing liability for an amount equal to these lessor paid construction costs. The monthly rent payments we make to our lessor under our lease agreements are recorded in our financial statements partially as land lease expense
and partially as principal and interest on the financing liability. Interest expense on lease financing obligations reflects the portion of our monthly lease payments that is allocated to interest expense.

In 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. As a result of the lease extension, our 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). This had the effect of increasing the amount of our monthly payment attributable to interest expense. 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. Accordingly, we currently expect a higher proportion of the payments we make in 2011 will be allocated to principal repayment and less will be allocated
to interest expense.

Income Tax Expense (Benefit)



|                             |  |                         |     |  |                        |    |     |                        |  |   |                        |  |  |                        |     |  |  |    |     |   |  |  |       |   |  |  |        |   
|---------------------------- |  | ----------------------- | --- |  | ---------------------- | -- | --- | ---------------------- |  | - | ---------------------- |  |  | ---------------------- | --- |  |  | -- | --- | - |  |  | ----- | - |  |  | ------ | --
|                             |  | Year Ended December 31, |     |  | 2010 over2009$ 
Change |    |     | 2009 over2008$ 
Change |  |   | 2010 over2009% 
Change |  |  | 2009 over2008% 
Change |    
|                             |  |                         |     |  |                       
|(Dollars in thousands)       |  | 2010                    |     |  | 2009                   |    |     | 2008                   |  |   |                        |  | 
|Income Tax Expense (Benefit) |  | $                       | 301 |  |                        | ($ | 257 | )                      |  | $ | 297                    |  |  | $                      | 558 |  |  | ($ | 554 | ) |  |  | 217.1 | % |  |  | (186.5 | %)

The provision for income
taxes for 2010, 2009, and 2008 includes a provision for state and foreign taxes based on our annual estimated effective tax rate for the year. The difference between the statutory rate and our effective tax rate is primarily due to the impact of
foreign taxes and our valuation allowance on our deferred tax assets. Income tax expense of $301,000 in 2010, income tax benefit of $257,000 in 2009, and income tax expense of $297,000 in 2008, consists primarily of taxes related to profitable
foreign subsidiaries and various state minimum taxes. In 2009, the taxes for profitable foreign subsidiaries were more than offset by U.S. federal tax refunds we were able to apply for as a result of federal tax legislation that was passed during
the year.

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 our company 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. In December 1999, we entered into a lease agreement with a real estate developer for our existing corporate headquarters in San Jose, California. In October 2000,
we entered into a second lease agreement with the same real estate developer for an additional building at our headquarters site. These leases were scheduled to expire in 2011 and 2013, respectively.

In 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 us to exercise an option to extend the respective lease for two sequential five-year terms. In addition, the amended
leases eliminated our requirement to provide the landlord with security deposits totaling $6.2 million, which we had previously satisfied through the issuance of standby letters of credit (LOCs).

In addition, we lease facilities under operating leases for our sales, marketing, and product development personnel located elsewhere
within the United States and in eleven foreign countries throughout Europe and Asia, including a land lease for accounting purposes associated with our corporate headquarters facilities (see Notes as referenced above). These operating leases expire
on various dates through 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.



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##### Table of Contents

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 up to twelve months, and in rare cases, up to eighteen months. 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 up to twelve 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 would 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 was recorded as cost of products revenue in our consolidated statements of income, was approximately $616,000 during 2010, $450,000 during 2009, and $513,000 during 2008.

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

Taxes. We conduct our operations in many tax jurisdictions throughout the world. In many of these jurisdictions, non-income based taxes
such as property taxes, sales and use taxes, and value-added taxes are assessed on Echelons operations in that particular location. While we strive to ensure compliance with these various non-income based tax filing requirements, there have
been instances where potential non-compliance exposures have been identified. In accordance with generally accepted accounting principles, we make a provision for these exposures when it is both probable that a liability has been incurred and the
amount of the exposure can be reasonably estimated. To date, such provisions have been immaterial, and we believe that, as of December 31, 2010, 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. In April 2009, the Company received notice that the receiver for two companies that filed for the Italian law equivalent of bankruptcy protection in May 2004, Finmek
Manufacturing SpA and Finmek Access SpA (collectively, the Finmek Companies), had filed a lawsuit under an Italian claw back law in Padua, Italy against Echelon, seeking the return of approximately $16.7 million in payments
received by Echelon in the ordinary course of business for components we sold to the Finmek Companies prior to the bankruptcy filing. The Finmek Companies were among Enels third party meters manufacturers, and from time to time through January
2004, we sold components to the Finmek Companies that were incorporated into the electricity meters that were manufactured by the Finmek Companies and sold to Enel SpA for the Enel Project. We believe that the Italian claw back law is not applicable
to our transactions with the Finmek Companies, and the claims of the Finmek Companies receiver are without merit and we are defending the lawsuit.

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 December 31, 2010, it is possible that our results of operations, cash flows, and financial position could be harmed by the resolution of any such
outstanding claims.



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As of December 31, 2010, our contractual obligations were as follows (in thousands):



|                            |  |                        |        |  |                 |   |        |           |  |   |           |  |  |                  |       |  |  |   |        | 
|--------------------------- |  | ---------------------- | ------ |  | --------------- | - | ------ | --------- |  | - | --------- |  |  | ---------------- | ----- |  |  | - | ------ | 
|                            |  | Payments due by period |       
|                            |  | Total                  |        |  | Less than 1year |   |        | 2-3 years |  |   | 4-5 years |  |  | More than 5years |      
|Lease financing obligations |  | $                      | 31,766 |  |                 | $ | 3,174  |           |  | $ | 6,468     |  |  | $                | 6,738 |  |  | $ | 15,386 | 
|Operating leases            |  |                        | 9,061  |  |                 |   | 1,606  |           |  |   | 2,296     |  |  |                  | 1,736 |  |  |   | 3,423  | 
|Purchase commitments        |  |                        | 32,165 |  |                 |   | 32,165 |           |  |   |          |  |  |                  |      |  |  |   |       | 
|                            |  |                        |        |  |                 |   |        |           |  |   |           |  |  |                  |       |  |  |   |        | 
|Total                       |  | $                      | 72,992 |  |                 | $ | 36,945 |           |  | $ | 8,764     |  |  | $                | 8,474 |  |  | $ | 18,809 | 
|                            |  |                        |        |  |                 |   |        |           |  |   |           |  |  |                  |       |  |  |   |        | 

The amounts in the table above exclude $993,000 of income tax liabilities and related interest and penalties
related to uncertain tax positions as we are unable to reasonably estimate the timing of settlement. See Note 9, Income Taxes of Notes to Consolidated Financial Statements for further discussion.

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 December 31, 2010, we raised $294.1 million from the sale of preferred stock
and common stock, including the exercise of stock options 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 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. There were no repurchases under this stock repurchase program during the year ended December 31, 2010. Since inception, we have
repurchased a total of 750,000 shares under this program at a cost of $8.9 million. As of December 31, 2010, 2,250,000 shares were available for repurchase. This stock repurchase program will expire in April 2011.

The following table presents selected financial information for each of the last three fiscal years (dollars in thousands):



|                                                   |  |                    |        |  |      |   |         |      |  |   |         | 
|-------------------------------------------------- |  | ------------------ | ------ |  | ---- | - | ------- | ---- |  | - | ------- | 
|                                                   |  | As of December 31, |       
|                                                   |  | 2010               |        |  | 2009 |   |         | 2008 | 
|Cash, cash equivalents, and short-term investments |  | $                  | 64,632 |  |      | $ | 80,116  |      |  | $ | 87,316  | 
|Trade accounts receivable, net                     |  |                    | 25,102 |  |      |   | 21,496  |      |  |   | 23,480  | 
|Working capital                                    |  |                    | 77,259 |  |      |   | 96,357  |      |  |   | 108,811 | 
|Stockholders equity                               |  |                    | 93,989 |  |      |   | 115,898 |      |  |   | 132,571 | 

As of
December 31, 2010, we had $64.6 million in cash, cash equivalents, and short-term investments, a decrease of $15.5 million as compared to December 31, 2009. 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.

Cash flows from operating activities. Cash flows from operating activities have historically been driven by net loss levels, adjustments for non-cash
charges such as stock-based compensation expenses, depreciation, and amortization; changes in accrued investment income; and fluctuations in operating asset and liability balances. Net cash used in operating activities was $9.2 million in 2010,
a $3.4 million increase from 2009. During 2010, net cash used in operating activities was primarily the result of our net loss of $31.3 million, which was partially offset by non-cash charges for stock-based compensation expenses of
$12.3 million, depreciation and amortization expenses of $6.7 million, and a net change in our operating assets and liabilities of $3.1 million. The primary components of the $3.1 million net change in our operating assets and liabilities
were a $3.0 million increase in accounts payable, a $2.0 million decrease in inventories, and a $1.8 million increase in accrued liabilities, the benefits of which were partially offset by a $3.6 million increase in accounts receivable. Accounts
payable increased due to the timing of expenditures during the fourth quarter of 2010. Inventories decreased due to continuing improved inventory management in 2010. At the end of 2008, inventory levels were historically high due in part to the
world-wide economic slowdown that occurred during the fourth quarter. During 2009 and 2010, inventories were managed back down to more reasonable levels. Accrued liabilities increased primarily due to approximately $1.2 million of accrued
termination benefits resulting from a restructuring program we initiated in the fourth quarter of 2010, and to a lesser extent, by a $497,000 increase in customer deposits. Accounts receivable increased due to the timing of revenues generated in the
fourth quarter. During the fourth quarter of 2010, a higher percentage of the quarters revenues were generated in the latter half of the quarter as compared to 2009, which resulted in a higher receivable balance as of December 31, 2010.



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During 2009, net cash used in operating activities of $5.8 million was primarily the result
of our net loss of $32.0 million, which was partially offset by non-cash charges for stock-based compensation expenses of $14.4 million, depreciation and amortization expenses of $6.5 million, and a net decrease in our operating
assets and liabilities of $5.2 million. The primary components of the $5.2 million net decrease in our operating assets and liabilities were a $5.6 million decrease in inventories, a $1.9 million decrease in accounts receivable, and a $1.1 million
decrease in other current assets, the benefits of which were partially offset by a $3.1 million decrease in accounts payable. Inventories decreased due to improved inventory management in 2009. At the end of 2008, inventory levels were historically
high due in part to the world-wide economic slowdown that occurred during the fourth quarter. Accounts receivable decreased due to the timing of revenues generated in the fourth quarter. During the fourth quarter of 2008, a higher percentage of the
quarters revenues were generated in the latter half of the quarter as compared to 2009, which resulted in a higher receivable balance as of December 31, 2008. Other current assets decreased due to the receipt in 2009 of non-trade related
receivables that were outstanding as of December 31, 2008. Accounts payable decreased due to the timing of expenditures during the fourth quarter of 2009.

During 2008, net cash used in operating activities of $3.5 million was primarily the result of our net loss of $25.8 million and a net increase in our operating assets and liabilities of $242,000,
all of which was partially offset by non-cash charges for stock-based compensation expenses of $14.5 million, depreciation and amortization expenses of $7.4 million, and a decrease in accrued investment income of $721,000. The primary
components of the $242,000 increase in our operating assets and liabilities were a $7.7 million decrease in deferred revenues, a $2.6 million increase in other current assets, a $2.4 million increase in inventories, and a $2.4 million increase in
accounts payable, partially offset by a $10.1 million decrease in accounts receivable and a $4.2 million decrease in deferred cost of goods sold. Deferred revenues decreased due primarily to lower overall revenue levels in the fourth quarter of
2008, which was in part due to the sudden world-wide economic slowdown that occurred during that time. Other current assets increased primarily due to non-trade receivable amounts due our company from one of our contract manufacturers for materials
they purchased from us. Inventories increased due in part to the sudden world-wide economic slowdown that occurred during the fourth quarter of 2008, as well as to our transition between CEMs during 2008. During this transition, we were required to
purchase significant amounts of raw material inventory, much of which remained on our balance sheet as of December 31, 2008. Accounts payable increased due to the timing of expenditures during the fourth quarter of 2008. Accounts receivable
decreased primarily due to a $10.1 million reduction in revenues during the fourth quarter of 2008 as compared to the same period in 2007. Deferred cost of goods sold decreased due to a corresponding reduction in deferred revenues.

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 $4.0 million for 2010, an $18.2 million increase in cash inflows compared to 2009. Net cash
provided by investing activities in 2010 was primarily the result of net redemptions of available-for-sale short-term investments of $6.0 million, partially offset by capital expenditures of $2.0 million.

Net cash used in investing activities of $14.1 million in 2009 was primarily the result of net purchases of available-for-sale short-term
investments of $13.4 million and by capital expenditures of $1.8 million, partially offset by a $1.1 million decrease in our other long-term assets due to the repayment of a loan made to one of our key employees.

Net cash used in investing activities of $23.8 million in 2008 was primarily the result of net purchases of available-for-sale short-term
investments of $19.2 million and by capital expenditures of $4.6 million.

Cash flows from financing activities. Cash
flows from financing activities have historically been driven by the proceeds from issuance of common and preferred stock offset by transactions under our stock repurchase program and principal payments under our lease financing obligations. Net
cash used in financing activities was $3.9 million for 2010, a $3.2 million increase in cash outflows compared to 2009. Net cash used in financing activities in 2010 was primarily attributable to $2.9 million of repurchases of common
stock from our employees for payment of income and other payroll taxes they owed upon the vesting of performance shares and upon the exercise of options and $1.6 million of principal payments on our lease financing obligations; partially offset
by proceeds of $615,000 resulting from issuance of common stock upon exercise of options by our employees.



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Net cash used in financing activities of $757,000 in 2009 was primarily attributable to
$1.5 million of principal payments on our lease financing obligations and $1.3 million of repurchases of common stock from our employees for payment of income and other payroll taxes they owed upon the vesting of performance shares and
upon the exercise of options; partially offset by proceeds of $2.0 million from issuance of common stock upon exercise of options by our employees.

Net cash used in financing activities of $10.1 million in 2008 was primarily attributable to $8.9 million of open-market repurchases of our common stock under our stock repurchase program,
$1.8 million of principal payments on our lease financing obligations, and $1.6 million of repurchases of common stock from our employees for payment of income and other payroll taxes they owed upon the vesting of performance shares and
upon the exercise of options; partially offset by proceeds of $2.1 million from issuance of common stock upon exercise of options by our employees.

We use well-regarded investment managers to manage our invested cash. Our portfolio of investments managed by these investment managers is primarily composed of highly rated U.S. government securities,
and to a lesser extent, money market funds. All investments are made according to guidelines and within compliance of policies approved by the Audit Committee of our Board of Directors.

We maintain a $10.0 million line of credit with our primary bank, which expires on July 1, 2011. The letter of credit contains
certain financial covenants requiring us to maintain an overall minimum tangible net worth level and to maintain a minimum level of liquid assets. As of December 31, 2010, we were in compliance with these covenants. As of December 31,
2010, our primary bank has issued, against the line of credit, two standby letters of credit totaling $146,000. Other than issuing standby letters of credit, we have never drawn against the line of credit, nor have amounts ever been drawn against
the standby letters of credit issued by the bank.

In the future, our cash reserves may be used to strategically acquire other
companies, products, or technologies that are complementary to our business. In addition, our combined cash, cash equivalents, and short-term investments balances could be negatively affected by various risks and uncertainties, including, but not
limited to, the risks detailed in this Annual Report in Part I, Item 1A - Risk Factors. For example, any continued weakening of economic conditions or changes in our planned cash outlay could negatively affect our existing cash reserves.

Based on our current business plan and revenue prospects, we believe that our existing cash reserves will be sufficient to
meet our projected working capital and other cash requirements for at least the next twelve months. However, we currently expect that our combined cash, cash equivalent, and short-term investment balance will decline during 2011. We expect that cash
requirements for our payroll and other operating costs will continue at about 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. In the event that we require additional financing, such financing may not be available to us in the amounts or at the times that we require, or on acceptable
terms. If we fail to obtain additional financing, when and if necessary, our business would be harmed.

RELATED PARTY TRANSACTIONS

During the years ended December 31, 2010, 2009, and 2008, the law firm of Wilson Sonsini Goodrich & Rosati, P.C. acted as
principal outside counsel to our company. Mr. Sonsini, a director of our company, is a member of Wilson Sonsini Goodrich & Rosati, P.C.

From time to time, our Executive Chairman, M. Kenneth Oshman, uses his private plane or charter aircraft for Company business for himself and any employees that accompany him. In August 2008, our Board of
Directors approved a reimbursement arrangement whereby our company will reimburse Mr. Oshman for 50% of the costs incurred for his private plane or charter aircraft travel used while on company business. Our Compensation Committee reaffirmed
this arrangement in February 2011. Such costs include flight charges (subject to any discounted rate that may apply), fuel, fuel surcharges, landing fees, crew costs and related expenses. During 2010, we recognized a total of approximately $96,000
in expenses pursuant to the reimbursement arrangement, all of which has been included in general and administrative expenses in the Consolidated Statements of Operations. The Audit Committee of our board of directors regularly reviews these
reimbursements.

In November 2009, our Board of Directors approved a similar reimbursement arrangement for our then President
and Chief Executive Officer, Robert R. Maxfield, whereby our company would reimburse Mr. Maxfield for 50% of the costs incurred for charter aircraft used while on company business. Alternatively, if Mr. Maxfield used his private plane
while on company business, we would have reimbursed him for the cost of an equivalent first class ticket on a commercial flight. During 2010, we recognized a total of approximately $1,000 in expense pursuant to the reimbursement arrangement, all of
which has been included in general and administrative expenses in the Consolidated Statements of Operations.



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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 11 to our accompanying 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. 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. Both the development and
supply agreement and the software enhancement agreement expire in December 2011, although delivery of products and services can extend beyond those dates and the agreements may be extended under certain circumstances.

During 2010, we recognized revenue from products and services sold to Enel and its designated manufacturers of approximately $4.6
million, none of which was included in accounts receivable, net at December 31, 2010. During 2009, we recognized revenue from products and services sold to Enel and its designated manufacturers of approximately $10.5 million, $6.1 million of
which was included in accounts receivable at December 31, 2009. During 2008, we recognized revenue from products and services sold to Enel and its designated manufacturers of approximately $12.9 million.

On October 29, 2001, we loaned Russell Harris, our Senior Vice President of Operations, $1,000,000 in connection with his principal
residence. Mr. Harris issued to us a promissory note secured by residential real estate. The note bore interest at the rate of 4.5% per annum, compounded monthly. The interest that accrued under the note was due and payable in monthly
installments over the nine year term of the note, and the principal was due and payable on October 29, 2010. The principal was paid in full by Mr. Harris in June 2009. During the years ended December 31, 2009 and 2008, interest paid
by Mr. Harris was $22,000 and $45,000, respectively. While it was outstanding, the terms of this loan were never amended.

RECENTLY ISSUED ACCOUNTING STANDARDS

With the exception of a change in how we record revenue for multiple element arrangements as discussed in the section titled
Critical Accounting Policies and Estimates above, there have been no new recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2010, that are of significance, or potential
significance, to our company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 100 basis points from levels at December 31, 2010, the fair market value of the portfolio would decline by an immaterial amount, due primarily to the fact that current interest rates remain at
historically low levels. We currently intend to hold our fixed income investments until maturity or for a period of time as needed to recover any decline in value due to interest rate fluctuation, 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. However, in the unlikely event it was necessary, we could decide to sell some or all of our short-term investments prior to maturity to meet
the liquidity needs of the company.

Foreign Currency Exchange Risk. We have international subsidiaries and operations
and are, therefore, subject to foreign currency rate exposure. To date, our exposure to exchange rate volatility has not been significant. Due to our modest exposure to foreign currency fluctuations, if foreign exchange rates were to fluctuate by
10% from rates at December 31, 2010, our financial position and results of operations would not be materially affected. However, it is possible that there could be a material impact in the future.



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements and Supplementary Data required by this item are set forth in Item 6 and at the pages indicated in
Item 15(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Effectiveness of Disclosure Controls and Procedure

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 Annual Report on Form 10-K, 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 December 31, 2010.

(b) Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2010. This evaluation was based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control  Integrated Framework, our management concluded that our internal control over financial reporting is effective at this reasonable assurance level as of December 31,
2010. The Companys independent registered public accounting firm, KPMG LLP, has issued an attestation report on the Companys internal control over financial reporting. The report on the audit of internal control over financial reporting
appears on page 48 of this Form 10-K.

(c) Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(e) of the Exchange Act) that occurred
during the quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Echelon is
scheduled to hold its 2011 annual meeting of stockholders on May 24, 2011. The meeting will commence at 10:00 a.m., PDT, and will be held at our corporate headquarters located at 570 Meridian Avenue, San Jose, California 95126. The date of
record for the annual meeting is March 31, 2011.



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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MATTERS

The information regarding our executive officers required by this Item is incorporated herein by reference from the section titled
Executive Officers of Registrant in Part I of this annual report on Form 10-K. The remaining information required by this Item is incorporated herein by reference from our Proxy Statement for the 2011 Annual Meeting of Stockholders (the
2011 Proxy Statement), which will be filed with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year ended December 31, 2010.

ITEM 11. EXECUTIVE COMPENSATION

The
information required by this Item is incorporated herein by reference from our 2011 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated herein by reference from our 2011 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference from our 2011 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference from our 2011 Proxy Statement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Form:



| | 1. | Financial Statements
| | -- | --------------------



|                                                        |  |      |    | 
|------------------------------------------------------- |  | ---- | -- | 
|                                                        |  | Page |   
|Report of Independent Registered Public Accounting Firm |  |      | 48 | 
|Consolidated Balance Sheets                             |  |      | 49 | 
|Consolidated Statements of Operations                   |  |      | 50 | 
|Consolidated Statements of Stockholders Equity         |  |      | 51 | 
|Consolidated Statements of Cash Flows                   |  |      | 52 | 
|Consolidated Statements of Comprehensive Loss           |  |      | 53 | 
|Notes to Consolidated Financial Statements              |  |      | 54 | 



| | 2. | Financial Statement Schedule
| | -- | ----------------------------



|                                                          |  |  |    | 
|--------------------------------------------------------- |  |  | -- | 
|See Note 13 in Notes to Consolidated Financial Statements |  |  | 77 | 

All other schedules
have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or the Notes thereto.



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| | 3. | Exhibits
| | -- | --------

Item 601 of
Regulation S-K requires the following exhibits listed below. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.



|                          |  |                                                                                                                                                                                       
|------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.               |  | Description of Document                                                                                                                                                               
|3.2(1)                    |  | Amended and Restated Certificate of Incorporation of Registrant.                                                                                                                      
|                          | 
|3.3(2)                    |  | Amended and Restated Bylaws of Registrant.                                                                                                                                            
|                          | 
|4.1(3)                    |  | Form of Registrants Common Stock Certificate.                                                                                                                                        
|                          | 
|4.2(4)                    |  | Second Amended and Restated Modification Agreement dated May 15, 1997.                                                                                                                
|                          | 
|10.1(4)                   |  | Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers.                                                                       
|                          | 
|10.2(10)+                 |  | 1997 Stock Plan (as amended and restated March 26, 2004)                                                                                                                              
|                          | 
|10.2(a)(5)+               |  | Form of 1997 Stock Plan Stock Option Agreement with early exercise feature                                                                                                            
|                          | 
|10.2(b)(5)+               |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement with early exercise feature                                                                                               
|                          | 
|10.2(c)(6)+               |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement                                                                                                                           
|                          | 
|10.2(d)(5)+               |  | Form of 1997 Stock Plan Performance Share Agreement (re: non-standard vesting schedule)                                                                                               
|                          | 
|10.2(e)(5)+               |  | Form of 1997 Stock Plan Performance Share Agreement for non-US employees                                                                                                              
|                          | 
|10.2(f)(5)+               |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria for non-US employees                                                                      
|                          | 
|10.2(g)(5)+               |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non-US employees                                                                                                       
|                          | 
|10.2(h)(5)+               |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria                                                                                           
|                          | 
|10.2(i)(5)+               |  | Form of 1997 Stock Plan Performance Share Agreement                                                                                                                                   
|                          | 
|10.2(j)(13)+              |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement                                                                                                                            
|                          | 
|10.2(k)(7)+               |  | Form of 1997 Stock Plan Performance Share Agreement for US-based corporate officers                                                                                                   
|                          | 
|10.2(l)(11)+              |  | Form of 1997 Stock Plan Performance Share Agreement for non US-based corporate officers                                                                                               
|                          | 
|10.2(m)(7)+               |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for US-based corporate officers                                                                                            
|                          | 
|10.2(n)(7)+ 
10.2(o)(12)+ |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non US-based corporate officers
 Form of 1997 Stock Plan Restricted Stock Award Agreement                              
|                          | 
|10.3(4)+                  |  | 1988 Stock Option Plan and forms of related agreements.                                                                                                                               
|                          | 
|10.4(4)                   |  | Second Amended and Restated Modification Agreement dated May 15, 1997 (included in Exhibit 4.2).                                                                                      
|                          | 
|10.5(4)                   |  | Form of International Distributor Agreement.                                                                                                                                          
|                          | 
|10.6(4)                   |  | Form of OEM License Agreement.                                                                                                                                                        
|                          | 
|10.7(4)                   |  | Form of Software License Agreement.                                                                                                                                                   
|                          | 
|10.8(4)                   |  | International Distributor Agreement between the Company and EBV Elektronik GmbH as of
December 1, 1997.                                                                               
|                          | 
|10.9(8)+                  |  | 1998 Director Option Plan.                                                                                                                                                            
|                          | 
|10.10(9)                  |  | Building 1 Lease Agreement dated December 30, 1999                                                                                                                                    
|                          | 
|10.11(9)                  |  | First Amendment to Building 1 Lease Agreement dated May 10, 2000                                                                                                                      
|                          | 
|10.12(9)                  |  | Echelon Corporation Common Stock Purchase Agreement with ENEL S.p.A. dated June 30, 2000                                                                                              
|                          | 
|10.13(9)                  |  | Second Amendment to Building 1 Lease Agreement dated September 22, 2000                                                                                                               
|                          | 
|10.14(9)                  |  | Building 2 Lease Agreement dated November 15, 2001                                                                                                                                    
|                          | 
|10.15(9)                  |  | Third Amendment to Building 1 Lease Agreement dated April 10, 2008                                                                                                                    
|                          | 
|10.16(9)                  |  | First Amendment to Building 2 Lease Agreement dated April 10, 2008                                                                                                                    
|                          | 
|10.17(14)                 |  | Form of Value Added Reseller Agreement                                                                                                                                                
|                          | 
|21.1(3)                   |  | Subsidiaries of the Registrant.                                                                                                                                                       
|                          | 
|23.1                      |  | Consent of KPMG LLP, Independent Registered Public Accounting Firm.                                                                                                                   
|                          | 
|24.1(4)                   |  | Power of Attorney (see signature page).                                                                                                                                               
|                          | 
|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.



|+ | Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000, filed
on November 14, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated August 16, 2007, filed on August 17, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1/A filed on July 9, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1 filed on June 1, 1998.
|--- | --------------------------------------------------------------------------------------------------------------

|(5) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on
March 16, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated herein by reference to the Registrants Current Report Form 8-K dated April 12, 2007, filed on April 18, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------



46



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##### Table of Contents



|(7) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on
August 11, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on August 21, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------

|(9) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K/A for the fiscal year ended December 31, 2008, filed on
March 11, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on June 1, 2005.
|---- | --------------------------------------------------------------------------------------------------------------

|(11) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on August 6, 2010.
|---- | ----------------------------------------------------------------------------------------------------------------

|(12) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, filed
on November 3, 2010
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on
March 17, 2008
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on
March 16, 2010
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------



47



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Echelon Corporation:

We have audited the accompanying consolidated balance
sheets of Echelon Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders equity, comprehensive loss, and cash flows for each of the years in the three-year period
ended December 31, 2010. We also have audited Echelon Corporations internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Echelon Corporations management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on Internal Control over Financial Reporting appearing under Item 9A(b). Our responsibility is to
express an opinion on these consolidated financial statements and the Companys internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.

A companys internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Echelon Corporation and subsidiaries as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Echelon Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on
criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 1(e) to the consolidated financial statements, the Company changed its method of accounting for multiple element revenue transactions in the year ended December 31, 2010,
resulting from the adoption of new accounting pronouncements.

/s/ KPMG LLP

Mountain View, California

March 15, 2011



48



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ECHELON CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



|                                                                           |  |              |          |   |      |   |          |  
|-------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                           |  | December 31, |         
|                                                                           |  | 2010         |          |   | 2009 |  
|ASSETS                                                                     |  |              |          |   |      |   |          |  
|Current Assets:                                                            |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                  |  | $            | 7,675    |   |      | $ | 17,206   |  
|Short-term investments                                                     |  |              | 56,957   |   |      |   | 62,910   |  
|Accounts receivable, net of allowances of $945 in 2010 and $1,177 in 20091 |  |              | 25,102   |   |      |   | 21,496   |  
|Inventories                                                                |  |              | 8,993    |   |      |   | 10,949   |  
|Deferred cost of goods sold                                                |  |              | 2,588    |   |      |   | 3,154    |  
|Other current assets                                                       |  |              | 3,962    |   |      |   | 3,622    |  
|                                                                           |  |              |          |   |      |   |          |  
|Total current assets                                                       |  |              | 105,277  |   |      |   | 119,337  |  
|                                                                           |  |              |          |   |      |   |          |  
|Property and equipment, net                                                |  |              | 31,020   |   |      |   | 35,595   |  
|Goodwill                                                                   |  |              | 8,316    |   |      |   | 8,496    |  
|Other long-term assets                                                     |  |              | 957      |   |      |   | 1,009    |  
|                                                                           |  |              |          |   |      |   |          |  
|TOTAL ASSETS                                                               |  | $            | 145,570  |   |      | $ | 164,437  |  
|                                                                           |  |              |          |   |      |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                       |  |              |          |   |      |   |          |  
|                                                                           |  |             
|Current Liabilities:                                                       |  |              |          |   |      |   |          |  
|Accounts payable                                                           |  | $            | 10,399   |   |      | $ | 7,255    |  
|Accrued liabilities                                                        |  |              | 6,713    |   |      |   | 4,850    |  
|Current portion lease financing obligations                                |  |              | 1,731    |   |      |   | 1,588    |  
|Deferred revenues                                                          |  |              | 9,175    |   |      |   | 9,287    |  
|                                                                           |  |              |          |   |      |   |          |  
|Total current liabilities                                                  |  |              | 28,018   |   |      |   | 22,980   |  
|                                                                           |  |              |          |   |      |   |          |  
|Long-Term Liabilities:                                                     |  |              |          |   |      |   |          |  
|Lease financing obligations, excluding current portion                     |  |              | 22,062   |   |      |   | 23,794   |  
|Other long-term liabilities                                                |  |              | 1,501    |   |      |   | 1,765    |  
|                                                                           |  |              |          |   |      |   |          |  
|Total long-term liabilities                                                |  |              | 23,563   |   |      |   | 25,559   |  
|                                                                           |  |              |          |   |      |   |          |  
|Commitments and Contingencies (Note 8)                                     |  |              |          |   |      |   |          |  
|                                                                           |  |             
|Stockholders Equity:                                                      |  |              |          |   |      |   |          |  
|Preferred stock, $0.01 par value:                                          |  |              |          |   |      |   |          |  
|Authorized  5,000,000 shares; none outstanding                            |  |              |         |   |      |   |         |  
|Common stock, $0.01 par value:                                             |  |              |          |   |      |   |          |  
|Authorized  100,000,000 shares                                            |  |              |          |   |      |   |          |  
|Issued  45,211,460 shares in 2010 and 44,224,926 shares in 2009           |  |              |          |   |      |   |          |  
|Outstanding  41,992,276 shares in 2010 and 41,005,742 shares in 2009      |  |              | 452      |   |      |   | 442      |  
|Additional paid-in capital                                                 |  |              | 338,521  |   |      |   | 328,643  |  
|Treasury stock, at cost (3,219,184 shares in 2010 and 2009)                |  |              | (28,130  | ) |      |   | (28,130  | )
|Accumulated other comprehensive income                                     |  |              | 561      |   |      |   | 1,046    |  
|Accumulated deficit                                                        |  |              | (217,415 | ) |      |   | (186,103 | )
|                                                                           |  |              |          |   |      |   |          |  
|Total stockholders equity                                                 |  |              | 93,989   |   |      |   | 115,898  |  
|                                                                           |  |              |          |   |      |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                 |  | $            | 145,570  |   |      | $ | 164,437  |  
|                                                                           |  |              |          |   |      |   |          |  



|1 | Includes related party amounts of $0 in 2010 and $6,056 in 2009. See Note 11 for additional information on related party transactions.
|- | --------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to the consolidated financial statements.



49



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ECHELON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                |  | Year Ended December 31, |        
|                                                |  | 2010                    |         |   | 2009 |   |         | 2008 | 
|REVENUES:                                       |  |                         |         |   |      |   |         |      |  |   |         |  
|Product                                         |  | $                       | 107,441 |   |      | $ | 100,187 |      |  | $ | 131,073 |  
|Service                                         |  |                         | 3,596   |   |      |   | 3,151   |      |  |   | 2,974   |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Total revenues1                                 |  |                         | 111,037 |   |      |   | 103,338 |      |  |   | 134,047 |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                |  |                         |        
|COST OF REVENUES:                               |  |                         |         |   |      |   |         |      |  |   |         |  
|Cost of product                                 |  |                         | 59,722  |   |      |   | 56,813  |      |  |   | 79,984  |  
|Cost of service                                 |  |                         | 2,464   |   |      |   | 2,418   |      |  |   | 2,587   |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Total cost of revenues                          |  |                         | 62,186  |   |      |   | 59,231  |      |  |   | 82,571  |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Gross profit                                    |  |                         | 48,851  |   |      |   | 44,107  |      |  |   | 51,476  |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                |  |                         |        
|OPERATING EXPENSES:                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Product development                             |  |                         | 34,762  |   |      |   | 35,435  |      |  |   | 37,753  |  
|Sales and marketing                             |  |                         | 25,062  |   |      |   | 23,525  |      |  |   | 23,635  |  
|General and administrative                      |  |                         | 17,647  |   |      |   | 15,742  |      |  |   | 17,143  |  
|Restructuring charges                           |  |                         | 1,212   |   |      |   |        |      |  |   |        |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                        |  |                         | 78,683  |   |      |   | 74,702  |      |  |   | 78,531  |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Loss from operations                            |  |                         | (29,832 | ) |      |   | (30,595 | )    |  |   | (27,055 | )
|Interest and other income (expense), net        |  |                         | 393     |   |      |   | (28     | )    |  |   | 2,925   |  
|Interest expense on lease financing obligations |  |                         | (1,572  | ) |      |   | (1,668  | )    |  |   | (1,404  | )
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Loss before income taxes                        |  |                         | (31,011 | ) |      |   | (32,291 | )    |  |   | (25,534 | )
|Income tax expense (benefit)                    |  |                         | 301     |   |      |   | (257    | )    |  |   | 297     |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|NET LOSS                                        |  | $                       | (31,312 | ) |      | $ | (32,034 | )    |  | $ | (25,831 | )
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                |  |                         |        
|Loss per share:                                 |  |                         |         |   |      |   |         |      |  |   |         |  
|Basic                                           |  | $                       | (0.76   | ) |      | $ | (0.79   | )    |  | $ | (0.64   | )
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Diluted                                         |  | $                       | (0.76   | ) |      | $ | (0.79   | )    |  | $ | (0.64   | )
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                |  |                         |        
|Shares used in per share calculation:           |  |                         |         |   |      |   |         |      |  |   |         |  
|Basic                                           |  |                         | 41,365  |   |      |   | 40,724  |      |  |   | 40,636  |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Diluted                                         |  |                         | 41,365  |   |      |   | 40,724  |      |  |   | 40,636  |  
|                                                |  |                         |         |   |      |   |         |      |  |   |         |  



|1 | Includes related
party amounts of $4,645 in 2010, $10,518 in 2009, and $12,889 in 2008. See Note 11 for additional information on related party transactions.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to the consolidated financial statements.



50



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ECHELON CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands)



|                                                                                                                 |  |              |        |   |                |   |     |                          |  |  |                                             |   |  |                     |         |   |       |   |         |   |  |   |       |   |  |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | -------------- | - | --- | ------------------------ |  |  | ------------------------------------------- | - |  | ------------------- | ------- | - | ----- | - | ------- | - |  | - | ----- | - |  | - | -------- | - |  | - | ------- | -
|                                                                                                                 |  | Common Stock |        |   | Treasury Stock |   |     | AdditionalPaid-InCapital |  |  | AccumulatedOtherComprehen-sive Income(Loss) |   |  | Accumu-latedDeficit |         |   | Total |  
|                                                                                                                 |  |              |        |   |                |  
|                                                                                                                 |  |              |        |   |                |  
|                                                                                                                 |  |              |        |   |                |  
|                                                                                                                 |  | Shares       |        |   | Amount         |   |     | Shares                   |  |  | Amount                                      |   |  |                     |         |  
|BALANCE AT DECEMBER 31, 2007                                                                                     |  |              | 43,206 |   |                | $ | 432 |                          |  |  | (2,469                                      | ) |  | $                   | (19,259 | ) |       | $ | 298,556 |   |  | $ | 1,718 |   |  | $ | (128,236 | ) |  | $ | 153,211 |  
|Exercise of stock options                                                                                        |  |              | 405    |   |                |   | 4   |                          |  |  |                                            |   |  |                     |        |   |       |   | 3,913   |   |  |   |      |   |  |   |         |   |  |   | 3,917   |  
|Release of performance shares                                                                                    |  |              | 322    |   |                |   | 3   |                          |  |  |                                            |   |  |                     |        |   |       |   | (3      | ) |  |   |      |   |  |   |         |   |  |   |        |  
|Stock received for payment of option exercise price                                                              |  |              | (130   | ) |                |   | (1  | )                        |  |  |                                            |   |  |                     |        |   |       |   | (1,799  | ) |  |   |      |   |  |   |         |   |  |   | (1,800  | )
|Stock received for payment of employee taxes on vesting of performance shares and upon exercise of stock options |  |              | (124   | ) |                |   | (1  | )                        |  |  |                                            |   |  |                     |        |   |       |   | (1,540  | ) |  |   |      |   |  |   | (2       | ) |  |   | (1,543  | )
|Repurchase of stock                                                                                              |  |              |       |   |                |   |    |                          |  |  | (750                                        | ) |  |                     | (8,871  | ) |       |   |        |   |  |   |      |   |  |   |         |   |  |   | (8,871  | )
|Repurchase of employee shares                                                                                    |  |              | (3     | ) |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   | (36     | ) |  |   |      |   |  |   |         |   |  |   | (36     | )
|Stock-based compensation                                                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   | 14,458  |   |  |   |      |   |  |   |         |   |  |   | 14,458  |  
|Foreign currency translation adjustment                                                                          |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   | (967  | ) |  |   |         |   |  |   | (967    | )
|Unrealized holding gain on available-for-sale securities                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   | 33    |   |  |   |         |   |  |   | 33      |  
|Net loss                                                                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   |      |   |  |   | (25,831  | ) |  |   | (25,831 | )
|                                                                                                                 |  |              |        |   |                |   |     |                          |  |  |                                             |   |  |                     |         |   |       |   |         |   |  |   |       |   |  |   |          |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2008                                                                                     |  |              | 43,676 |   |                | $ | 437 |                          |  |  | (3,219                                      | ) |  | $                   | (28,130 | ) |       | $ | 313,549 |   |  | $ | 784   |   |  | $ | (154,069 | ) |  | $ | 132,571 |  
|Exercise of stock options                                                                                        |  |              | 428    |   |                |   | 4   |                          |  |  |                                            |   |  |                     |        |   |       |   | 2,879   |   |  |   |      |   |  |   |         |   |  |   | 2,883   |  
|Release of performance shares                                                                                    |  |              | 365    |   |                |   | 3   |                          |  |  |                                            |   |  |                     |        |   |       |   | (3      | ) |  |   |      |   |  |   |         |   |  |   |        |  
|Stock received for payment of option exercise price                                                              |  |              | (119   | ) |                |   | (1  | )                        |  |  |                                            |   |  |                     |        |   |       |   | (835    | ) |  |   |      |   |  |   |         |   |  |   | (836    | )
|Stock received for payment of employee taxes on vesting of performance shares and upon exercise of stock options |  |              | (124   | ) |                |   | (1  | )                        |  |  |                                            |   |  |                     |        |   |       |   | (1,343  | ) |  |   |      |   |  |   |         |   |  |   | (1,344  | )
|Repurchase of employee shares                                                                                    |  |              | (1     | ) |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   | (7      | ) |  |   |      |   |  |   |         |   |  |   | (7      | )
|Stock-based compensation                                                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   | 14,403  |   |  |   |      |   |  |   |         |   |  |   | 14,403  |  
|Foreign currency translation adjustment                                                                          |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   | 335   |   |  |   |         |   |  |   | 335     |  
|Unrealized holding loss on available-for-sale securities                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   | (73   | ) |  |   |         |   |  |   | (73     | )
|Net loss                                                                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   |      |   |  |   | (32,034  | ) |  |   | (32,034 | )
|                                                                                                                 |  |              |        |   |                |   |     |                          |  |  |                                             |   |  |                     |         |   |       |   |         |   |  |   |       |   |  |   |          |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2009                                                                                     |  |              | 44,225 |   |                | $ | 442 |                          |  |  | (3,219                                      | ) |  | $                   | (28,130 | ) |       | $ | 328,643 |   |  | $ | 1,046 |   |  | $ | (186,103 | ) |  | $ | 115,898 |  
|Exercise of stock options                                                                                        |  |              | 1,647  |   |                |   | 16  |                          |  |  |                                            |   |  |                     |        |   |       |   | 12,516  |   |  |   |      |   |  |   |         |   |  |   | 12,532  |  
|Release of performance shares                                                                                    |  |              | 723    |   |                |   | 7   |                          |  |  |                                            |   |  |                     |        |   |       |   | (7      | ) |  |   |      |   |  |   |         |   |  |   |        |  
|Issuance of restricted stock                                                                                     |  |              | 250    |   |                |   | 3   |                          |  |  |                                            |   |  |                     |        |   |       |   | (3      | ) |  |   |      |   |  |   |         |   |  |   |        |  
|Stock received for payment of option exercise price                                                              |  |              | (1,291 | ) |                |   | (13 | )                        |  |  |                                            |   |  |                     |        |   |       |   | (11,946 | ) |  |   |      |   |  |   |         |   |  |   | (11,959 | )
|Stock received for payment of employee taxes on vesting of performance shares and upon exercise of stock options |  |              | (343   | ) |                |   | (3  | )                        |  |  |                                            |   |  |                     |        |   |       |   | (3,010  | ) |  |   |      |   |  |   |         |   |  |   | (3,013  | )
|Stock-based compensation                                                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   | 12,328  |   |  |   |      |   |  |   |         |   |  |   | 12,328  |  
|Foreign currency translation adjustment                                                                          |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   | (500  | ) |  |   |         |   |  |   | (500    | )
|Unrealized holding gain on available-for-sale securities                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   | 15    |   |  |   |         |   |  |   | 15      |  
|Net loss                                                                                                         |  |              |       |   |                |   |    |                          |  |  |                                            |   |  |                     |        |   |       |   |        |   |  |   |      |   |  |   | (31,312  | ) |  |   | (31,312 | )
|                                                                                                                 |  |              |        |   |                |   |     |                          |  |  |                                             |   |  |                     |         |   |       |   |         |   |  |   |       |   |  |   |          |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2010                                                                                     |  |              | 45,211 |   |                | $ | 452 |                          |  |  | (3,219                                      | ) |  | $                   | (28,130 | ) |       | $ | 338,521 |   |  | $ | 561   |   |  | $ | (217,415 | ) |  | $ | 93,989  |  
|                                                                                                                 |  |              |        |   |                |   |     |                          |  |  |                                             |   |  |                     |         |   |       |   |         |   |  |   |       |   |  |   |          |   |  |   |         |  

See accompanying notes to the consolidated financial statements.



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ECHELON CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                                                                                                                            |  | Year Ended December 31, |        
|                                                                                                                                                            |  | 2010                    |         |   | 2009 |   |          | 2008 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                                       |  |                         |         |   |      |   |          |      |  |   |         |  
|Net loss                                                                                                                                                    |  | $                       | (31,312 | ) |      | $ | (32,034  | )    |  | $ | (25,831 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                                                                                 |  |                         |         |   |      |   |          |      |  |   |         |  
|Depreciation and amortization                                                                                                                               |  |                         | 6,721   |   |      |   | 6,468    |      |  |   | 7,406   |  
|Increase in (reduction of) allowance for doubtful accounts                                                                                                  |  |                         | 28      |   |      |   | 27       |      |  |   | (29     | )
|Loss on disposal of fixed assets                                                                                                                            |  |                         | 5       |   |      |   | 37       |      |  |   | 10      |  
|Reduction of (increase in) accrued investment income                                                                                                        |  |                         | (31     | ) |      |   | 43       |      |  |   | 721     |  
|Stock-based compensation                                                                                                                                    |  |                         | 12,328  |   |      |   | 14,403   |      |  |   | 14,458  |  
|Change in operating assets and liabilities:                                                                                                                 |  |                         |         |   |      |   |          |      |  |   |         |  
|Accounts receivable                                                                                                                                         |  |                         | (3,580  | ) |      |   | 1,943    |      |  |   | 10,079  |  
|Inventories                                                                                                                                                 |  |                         | 2,006   |   |      |   | 5,553    |      |  |   | (2,428  | )
|Other current assets                                                                                                                                        |  |                         | (402    | ) |      |   | 1,148    |      |  |   | (2,647  | )
|Accounts payable                                                                                                                                            |  |                         | 2,999   |   |      |   | (3,076   | )    |  |   | (2,382  | )
|Deferred cost of goods sold                                                                                                                                 |  |                         | 608     |   |      |   | (732     | )    |  |   | 4,177   |  
|Accrued liabilities                                                                                                                                         |  |                         | 1,795   |   |      |   | (492     | )    |  |   | 654     |  
|Deferred revenues                                                                                                                                           |  |                         | (275    | ) |      |   | 920      |      |  |   | (7,669  | )
|Deferred rent                                                                                                                                               |  |                         | (75     | ) |      |   | (26      | )    |  |   | (26     | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|Net cash used in operating activities                                                                                                                       |  |                         | (9,185  | ) |      |   | (5,818   | )    |  |   | (3,507  | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|                                                                                                                                                            |  |                         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                                                       |  |                         |         |   |      |   |          |      |  |   |         |  
|Purchase of available-for-sale short-term investments                                                                                                       |  |                         | (62,848 | ) |      |   | (137,715 | )    |  |   | (91,239 | )
|Proceeds from sales and maturities of available-for-sale short-term investments                                                                             |  |                         | 68,847  |   |      |   | 124,335  |      |  |   | 72,033  |  
|Changes in other long-term assets                                                                                                                           |  |                         | 27      |   |      |   | 1,082    |      |  |   | (42     | )
|Capital expenditures                                                                                                                                        |  |                         | (1,995  | ) |      |   | (1,824   | )    |  |   | (4,570  | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|Net cash provided by (used in) investing activities                                                                                                         |  |                         | 4,031   |   |      |   | (14,122  | )    |  |   | (23,818 | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|                                                                                                                                                            |  |                         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                                                       |  |                         |         |   |      |   |          |      |  |   |         |  
|Net proceeds from exercise of stock options                                                                                                                 |  |                         | 615     |   |      |   | 2,004    |      |  |   | 2,117   |  
|Principal payments of lease financing obligations                                                                                                           |  |                         | (1,588  | ) |      |   | (1,452   | )    |  |   | (1,789  | )
|Repurchase of common stock from employees for payment of taxes on vesting of performance shares and upon exercise of stock
options                          |  |                         | (2,945  | ) |      |   | (1,309   | )    |  |   | (1,574  | )
|Repurchase of common stock under stock repurchase program                                                                                                   |  |                         |        |   |      |   |         |      |  |   | (8,871  | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|Net cash used in financing activities                                                                                                                       |  |                         | (3,918  | ) |      |   | (757     | )    |  |   | (10,117 | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|EFFECT OF EXCHANGE RATES ON CASH                                                                                                                            |  |                         | (459    | ) |      |   | 234      |      |  |   | (951    | )
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                                                                   |  |                         | (9,531  | ) |      |   | (20,463  | )    |  |   | (38,393 | )
|                                                                                                                                                            |  |                         |        
|CASH AND CASH EQUIVALENTS:                                                                                                                                  |  |                         |         |   |      |   |          |      |  |   |         |  
|Beginning of year                                                                                                                                           |  |                         | 17,206  |   |      |   | 37,669   |      |  |   | 76,062  |  
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|End of year                                                                                                                                                 |  | $                       | 7,675   |   |      | $ | 17,206   |      |  | $ | 37,669  |  
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|                                                                                                                                                            |  |                         |        
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                                                                          |  |                         |         |   |      |   |          |      |  |   |         |  
|Cash paid for interest on lease financing obligations                                                                                                       |  | $                       | 1,564   |   |      | $ | 1,659    |      |  | $ | 1,454   |  
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|Cash paid for income taxes                                                                                                                                  |  | $                       |        |   |      | $ | 122      |      |  | $ | 562     |  
|                                                                                                                                                            |  |                         |         |   |      |   |          |      |  |   |         |  
|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 the consolidated financial statements.



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ECHELON CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)



|                                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                |  | Year Ended December 31, |        
|                                                                |  | 2010                    |         |   | 2009 |   |         | 2008 | 
|Net loss                                                        |  | $                       | (31,312 | ) |      | $ | (32,034 | )    |  | $ | (25,831 | )
|Other comprehensive income (loss), net of tax:                  |  |                         |         |   |      |   |         |      |  |   |         |  
|Foreign currency translation adjustment                         |  |                         | (500    | ) |      |   | 335     |      |  |   | (967    | )
|Unrealized holding gain (loss) on available-for-sale securities |  |                         | 15      |   |      |   | (73     | )    |  |   | 33      |  
|                                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Comprehensive loss                                              |  | $                       | (31,797 | ) |      | $ | (31,772 | )    |  | $ | (26,765 | )
|                                                                |  |                         |         |   |      |   |         |      |  |   |         |  

See accompanying notes to the consolidated financial statements.



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ECHELON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

(a) Operations

Echelon Corporation (the Company) was incorporated in California in February 1988 and was reincorporated in Delaware in
January 1989. The Company develops, markets, and supports a wide range of hardware and software products and services that enable OEMs and systems integrators to design and implement open, interoperable, distributed control networks. The
Companys products are based on its LonWorks networking technology, an open standard for interoperable networked control. In a LonWorks control network, intelligent control devices, called nodes, communicate using the Companys LonWorks
protocol. For the electric utility industry, the Company has developed a smart grid solution 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. The Company sells its products and services around the world to the building, industrial, transportation,
utility/home and other automation markets.

(b) Basis of Presentation

The Companys consolidated financial statements reflect operations of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.

(c) Risks and Uncertainties

The Companys operations and performance depend significantly on worldwide economic conditions and their impact on purchases of the
Companys products as well as the ability of suppliers to provide the Company with products and services in a timely manner. The impact of any of the matters described below could have an adverse affect on the Companys business, results
of operations and financial condition.



| |  |  | The Companys sales are currently concentrated with a relatively small group of customers, as approximately 58% of net revenues for the year ended
December 31, 2010 was derived from five customers. Customers in any of the Companys target market sectors may experience unexpected reductions in demand for their products and consequently reduce their purchases from the Company,
resulting in either the loss of a significant customer or a notable decrease in the level of sales to a significant customer. In addition, if any of these customers are unable to obtain the necessary capital to operate their business, they may be
unable to satisfy their payment obligations to the Company.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company utilizes third-party contract electronic manufacturers to manufacture, assemble, and test its products. As a result of current credit
market conditions, if any of these third-parties were unable to obtain the necessary capital to operate their business, they may be unable to provide the Company with timely services or to make timely deliveries of
products.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Due to the continuing worldwide economic situation, coupled with the fact that the Companys Utility customers generally procure products that
have been customized to meet their requirements, the Company has limited visibility into ultimate product demand, which makes sales forecasting more difficult. As a result, anticipated demand may not materialize, which could subject the Company to
increased levels of excess and obsolete inventories.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company has historically experienced shortages or interruptions in supply for certain products or components used in the manufacture of the
Companys products that have been or will be discontinued. In order to ensure an adequate supply of these items, the Company has occasionally purchased quantities of these items that are in excess of the Companys then current estimate of
short-term requirements. If the long-term requirements do not materialize as originally expected, and the Company is not otherwise able to dispose of these excess products or components, it could subject the Company to increased levels of excess and
obsolete inventories. For example, to ensure supply, the Company procured a substantial quantity of a certain component used in one of its Utility products. If the long-term requirements do not materialize as originally expected, or if the Company
develops alternative solutions that no longer employ these items and the Company is not able to dispose of these excess products or components, it could subject the Company to increased levels of excess and obsolete inventories.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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(d) Use of Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments,
assumptions, and estimates that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Significant estimates and judgments are used for revenue recognition, stock-based compensation, allowance for doubtful accounts,
inventory valuation, allowance for warranty costs, and other loss contingencies. In order to determine the carrying values of assets and liabilities that are not readily apparent from other sources, the Company bases its estimates and assumptions on
current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances. Actual results experienced by the Company may differ materially from managements estimates.

(e) 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 (and acceptance, as applicable) has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. For non-distributor 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. Service revenue is recognized as the training services are performed, or ratably over the term of the support period.

The Company accounts for the rights of return, price protection, rebates, and other sales incentives offered to distributors of its products as a reduction in revenue. With the exception of sales
to distributors, the Companys customers are generally not entitled to return products for a refund. For sales to distributors, due to contractual rights of return and other factors that impact our ability to make a reasonable estimate of
future returns and other sales incentives, revenues are not recognized until the distributor has shipped its products to the end customer.

In October 2009, the Financial Accounting Standards Board (FASB) amended the accounting standards for revenue recognition to remove tangible products containing software components and
non-software components that function together to deliver the products essential functionality from the scope of industry specific software revenue recognition guidance. In October 2009, the FASB also amended the accounting standards for
multiple deliverable revenue arrangements to:



| |  |  | provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration
should be allocated;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | require an entity to allocate revenue in an arrangement using its best estimated selling price (BESP) of deliverables if a vendor does not
have vendor-specific objective evidence (VSOE) of selling price or third-party evidence (TPE) of selling price; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

The Company elected to early adopt this accounting guidance at the beginning of its first quarter of fiscal
year 2010 on a prospective basis for applicable transactions originating or materially modified after December 31, 2009.

Multiple
Element Arrangements

The Companys multiple deliverable revenue arrangements are primarily related to sales of its
Utility products, which may include, within a single arrangement, electricity meters and data concentrators (collectively, the Hardware); NES system software; Element Manager software; post-contract customer support (PCS) for
the NES system and Element Manager software; extended warranties for the Hardware; and, occasionally, specified enhancements or upgrades to software used in the NES system. For arrangements originating or materially modified after December 31,
2009, with the exception of the NES system software, each of these deliverables is considered a separate unit of accounting. The NES system software functions together with an electricity meter to deliver its essential functionality and any related
software license fee is charged for on a per meter basis. Therefore, the NES system software and an electricity meter are combined and considered a single unit of accounting. The Element Manager software is not considered to be part of an
electricity meters essential functionality and, therefore, Element Manager software and any related PCS continues to be accounted for under industry specific software revenue recognition guidance. However, all other NES system deliverables are
no longer within the scope of industry specific software revenue recognition guidance.



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The Company allocates revenue to each element in a multiple-element arrangement based upon
their relative selling price. The Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its
BESP for that deliverable. Since the use of the residual method is eliminated under the new accounting standards, any discounts offered by the Company are allocated to each of the deliverables. Revenue allocated to each element is then recognized
when the basic revenue recognition criteria is met for the respective element.

Consistent with its methodology under previous
accounting guidance, if available, the Company determines VSOE of fair value for each element based on historical stand-alone sales to third parties or from the stated renewal rate for the elements contained in the initial contractual arrangement.
The Company currently estimates selling prices for its PCS and extended warranties based on VSOE of fair value.

In many
instances, the Company is not currently able to obtain VSOE of fair value for all deliverables in an arrangement with multiple elements. This may be due to the Company infrequently selling each element separately or not pricing products within a
narrow range. When VSOE cannot be established, the Company attempts to estimate the selling price of each element based on TPE. TPE would consist of competitor prices for similar deliverables when sold separately. Generally, the Companys
offerings contain significant differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine the stand-alone selling prices for similar products of
its competitors. Therefore, the Company is typically not able to obtain TPE of selling price.

When the Company is unable to
establish a selling price using VSOE or TPE, which is generally the case for the Hardware and certain specified enhancements or upgrades to the Companys NES software, the Company uses its BESP in determining the allocation of arrangement
consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP is generally used for offerings that are not typically sold on a stand-alone
basis or for new or highly customized offerings.

The Company establishes pricing for its products and services by considering
multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. The determination of pricing also includes consultation with and formal
approval by the Companys management, taking into consideration the Companys go-to-market strategy. These pricing practices apply to both the Companys Hardware and software products.

Based on an analysis of pricing stated in contractual arrangements for its Hardware products in historical multiple-element transactions
and, to a lesser extent, historical standalone transactions, the Company has concluded that it typically prices its Hardware within a narrow range of discounts when compared to the price listed on the Companys standard pricing grid for similar
deliverables (i.e., similar configuration, volume, geography, etc.). Therefore, the Company has determined that, for its current Hardware for which VSOE or TPE is not available, the Companys BESP is generally comprised of prices based on a
narrow range of discounts from pricing stated in its pricing grid.

When establishing BESP for the Companys specified
software enhancements or upgrades, the Company considers multiple factors including, but not limited to, the relative value of the features and functionality being delivered by the enhancement or upgrade as compared to the value of the software
product to which the enhancement or upgrade relates, as well as the Companys pricing practices for NES system software PCS packages, which may include rights to the specified enhancements or upgrades.

The Company regularly reviews VSOE and has established a review process for TPE and BESP. The Company maintains internal controls over
the establishment and updates of these estimates. There were no material impacts during the year ended December 31, 2010 resulting from changes in VSOE, TPE, or BESP, nor does the Company expect a material impact from such changes in the near
term.

Total net revenues as reported and unaudited pro forma total net revenues that would have been reported during the year
ended December 31, 2010, if the transactions entered into or materially modified after December 31, 2009 were subject to previous accounting guidance, are shown in the following table (in thousands):



|                                                        |  |             |         |  |                                                                   |   |         | 
|------------------------------------------------------- |  | ----------- | ------- |  | ----------------------------------------------------------------- | - | ------- | 
|                                                        |  | As Reported |         |  | Pro Forma Basisas if the PreviousAccountingGuidance Werein
Effect |  
|Total net revenues for the year ended December 31, 2010 |  | $           | 111,037 |  |                                                                   | $ | 107,965 | 



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The $3.1 million impact to total net revenues during the year ended December 31, 2010
resulting from the adoption of the new accounting guidance was to net product revenues, and related solely to sales of the Companys Utility products. The impact was related primarily to the fact that, under the new accounting guidance, the
Company recorded revenue on certain transactions for which the previous accounting guidance would have required deferral. Approximately $1.8 million of the $3.1 million impact was attributable to transactions involving multiple element arrangements
where software upgrades had not yet been delivered as of December 31, 2010. Under the new accounting guidance, the Company determined the BESP for the software upgrades and deferred the relative selling price of these items accordingly. Under
the previous accounting guidance, all revenue related to these transactions would have been deferred as the Company did not have VSOE of fair value for the undelivered items. The remaining $1.3 million of the $3.1 million impact was primarily
attributable to transactions involving multiple element arrangements in which the Company shipped data concentrators to a customer but had not yet shipped all of the meters associated with that arrangement. As described below, since the meters and
data concentrators were not shipped in proportion to the overall expected ratio for that arrangement, under the previous accounting guidance the Company would have been required to defer the revenue on the excess data concentrators until the
corresponding meters were shipped in a future period. Under the new accounting guidance, however, the Company determined the BESP for both the data concentrators and the meters and recognized revenue for the relative value of each based on the
quantity that were delivered to and accepted by customers.

As it relates to the timing and pattern of revenue recognition for
Utility product sales in the future, the new accounting guidance has had a significant effect on total net revenues for transactions entered into or materially modified after December 31, 2009, and the Company expects this trend to continue.
This expectation is primarily due to the fact that the Company does not currently have VSOE of fair value for most of its Utility product offerings, which often resulted in deferral of revenue as discussed below. For Utility arrangements subject to
the new revenue recognition guidance, revenue allocated to meters and data concentrators will be recognized as those units are delivered to and accepted by the Companys customers, while revenue allocated to PCS and extended warranties will be
recognized ratably over the service period.

For multiple element arrangements that were entered into prior to January 1,
2010 and that include NES system and/or Element Manager 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 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. Revenues for PCS on the NES system and Element Manager software, as well as for extended warranties on Utility Hardware products, 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.

As of
December 31, 2010 and December 31, 2009, approximately $3.7 million and $5.2 million, respectively, of the Companys Utility product revenue was deferred. Of the $3.7 million of deferred revenue at December 31, 2010,
approximately $1.5 million of it relates to revenue that will be accounted for under previous revenue recognition guidance while the remaining $2.2 million relates to revenue that will be accounted for under the new revenue recognition guidance.

(f) Deferred Revenue and Deferred Cost of Goods Sold

Deferred revenue consists substantially of amounts billed or payments received in advance of revenue recognition. 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.

(g) Stock-Based Compensation

The Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for equity instruments of the enterprise. Stock-based compensation cost for restricted
stock units (RSUs) is measured based on the closing fair market value of the Companys common stock on the date of grant. Stock-based compensation cost for stock options and stock appreciation rights (SARs) is estimated
at the grant date based on each awards fair-value as calculated using uses the Black-Scholes-Merton (BSM) option-pricing model. The Company recognizes stock-based compensation cost as expense using the accelerated multiple-option
approach over the requisite service period. Further information regarding stock-based compensation can be found in Note 5 of these Notes to Consolidated Financial Statements.

(h) Cash and Cash Equivalents

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



(i) Short-Term Investments

The Company classifies its investments in marketable debt securities as available-for-sale. Securities classified as available-for-sale are reported at fair value with the related unrealized holding gains
and losses, net of tax, being included in accumulated other comprehensive income (loss).



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(j) Fair Value Measurements

The Company measures at fair value its cash equivalents and available-for-sale investments using 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

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 December 31, 2010, are fixed income
available-for-sale securities. See Note 2 for a summary of the input levels used in determining the fair value of the Companys cash equivalents and short-term investments as of December 31, 2010.

(k) 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):



|                    |  |              |       |  |      |   |        | 
|------------------- |  | ------------ | ----- |  | ---- | - | ------ | 
|                    |  | December 31, |      
|                    |  | 2010         |       |  | 2009 |  
|Purchased materials |  | $            | 4,306 |  |      | $ | 3,882  | 
|Work-in-process     |  |              | 48    |  |      |   | 176    | 
|Finished goods      |  |              | 4,639 |  |      |   | 6,891  | 
|                    |  |              |       |  |      |   |        | 
|                    |  | $            | 8,993 |  |      | $ | 10,949 | 
|                    |  |              |       |  |      |   |        | 

(l) Impairment of Long-Lived Assets Including Goodwill

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset
may not be recoverable. Recoverability is measured by comparing the assets carrying value to the future undiscounted cash flows the asset is expected to generate. If long-lived assets are considered to be impaired, the impairment to be
recognized equals the amount by which the carrying value of the asset exceeds its fair value. For the three years ended December 31, 2010, the Company recognized no material impairments.

Costs in excess of the fair value of tangible and other identifiable intangible assets acquired and liabilities assumed in a purchase
business combination are recorded as goodwill, which is tested for impairment using a two-step approach. The Company evaluates goodwill, at a minimum, on an annual basis during the first quarter and whenever events and changes in circumstances
suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting units carrying amount, including goodwill, to the fair value of the reporting unit. For purposes
of this analysis, the Company considers itself as a single reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss,
if any. To date, the Company has recorded no impairment of goodwill.

(m) Software Development Costs

For software to be sold, leased, or otherwise marketed, the Company capitalizes eligible computer software development costs upon the
establishment of technological feasibility, which the Company has defined as completion of a working model. For the three years ended December 31, 2010, costs that were eligible for capitalization were insignificant and, thus, the Company has
charged all software development costs to product development expense in the accompanying consolidated statements of operations.



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(n) Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):



|                                                         |  |              |       |  |      |   |       | 
|-------------------------------------------------------- |  | ------------ | ----- |  | ---- | - | ----- | 
|                                                         |  | December 31, |      
|                                                         |  | 2010         |       |  | 2009 |  
|Accrued payroll and related costs                        |  | $            | 3,727 |  |      | $ | 3,329 | 
|Restructuring charges                                    |  |              | 1,158 |  |      |   |      | 
|Warranty reserve                                         |  |              | 877   |  |      |   | 1,004 | 
|Accrued taxes                                            |  |              | 167   |  |      |   | 185   | 
|Payments received toward design and development expenses |  |              | 300   |  |      |   |      | 
|Customer deposits                                        |  |              | 197   |  |      |   |      | 
|Other accrued liabilities                                |  |              | 287   |  |      |   | 332   | 
|                                                         |  |              |       |  |      |   |       | 
|                                                         |  | $            | 6,713 |  |      | $ | 4,850 | 
|                                                         |  |              |       |  |      |   |       | 

During the quarter ended June 30, 2010, the Company entered into a contractual arrangement whereby a
third party is making payments to the Company in connection with certain design and development activities. As of December 31, 2010, the Company had received approximately $4.8 million, $300,000 of which relates to payments received in advance
of the completion of certain of the design and development activities and is reflected in accrued liabilities as detailed above. The $300,000 will be used to offset current period Product Development expenses in the period during which the
associated milestone is completed. The remaining $4.5 million has been used to offset related Product Development expenses incurred during the year ended December 31, 2010.

(o) Foreign Currency Translation

The functional currency of the
Companys subsidiaries is the local currency. Accordingly, all assets and liabilities are translated into U.S. dollars at the current exchange rate as of the applicable balance sheet date. Revenues and expenses are translated at the average
exchange rate prevailing during the period. Gains and losses resulting from the translation of the financial statements are included in accumulated other comprehensive income (loss).

Remeasurement adjustments for non-functional currency monetary assets and liabilities, including short-term intercompany balances, are
included in other income (expense) in the accompanying consolidated statements of operations. Currently, the Company does not employ a foreign currency hedge program utilizing foreign currency exchange contracts as the foreign currency transactions
and risks to date have not been significant.

(p) Concentrations of Credit Risk and Suppliers

The Companys financial instruments consist of cash equivalents, short-term investments, accounts receivable, accounts payable, and
lease financing obligations. The carrying value of the Companys financial instruments approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments,
which are classified as either cash equivalents or short-term investments, and trade receivables. With respect to its investments, the Company has an investment policy that limits the amount of credit exposure to any one financial institution and
restricts placement of the Companys investments to financial institutions independently evaluated as highly creditworthy. With respect to its trade receivables, the Company performs ongoing credit evaluations of each of its customers
financial condition. For a customer whose credit worthiness does not meet the Companys minimum criteria, the Company may require partial or full payment prior to shipment. Alternatively, prior to shipment, customers may be required to provide
the Company with an irrevocable letter of credit or arrange for some other form of coverage to mitigate the risk of uncollectibility, such as a bank guarantee. Additionally, the Company establishes an allowance for doubtful accounts and sales return
allowances based upon factors surrounding the credit risk of specific customers, historical trends, and other available information.

With the exception of amounts owed the Company on sales made to certain significant customers, concentrations of credit risk with respect to trade receivables are generally limited due to the
Companys large number of customers and their dispersion across many different industries and geographies. For the years ended December 31, 2010 and 2009, the percentage of the Companys total accounts receivable balance that were due
from the following significant customers is as follows (refer to Note 6 Significant Customers for a discussion of revenues generated from the Companys significant customers):



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|                                      |  |              |      |   |      |  |      |  
|------------------------------------- |  | ------------ | ---- | - | ---- |  | ---- | -
|                                      |  | December 31, |     
|                                      |  | 2010         |      |   | 2009 | 
|Eltel Networks A/S                    |  |              | 39.3 | % |      |  | 30.3 | %
|Enel (and its contract manufacturers) |  |              | 0.0  | % |      |  | 28.2 | %
|Duke Energy Corporation               |  |              | 16.3 | % |      |  | 15.5 | %
|                                      |  |              |      |   |      |  |      |  
|Total                                 |  |              | 55.6 | % |      |  | 74.0 | %
|                                      |  |              |      |   |      |  |      |  

For most of the Companys products requiring assembly, it relies on a limited number of contract
electronic manufacturers, principally Jabil and TYCO. The Company also maintains manufacturing agreements with a limited number of semiconductor manufacturers for the production of key products, including those used in the Companys
Utility products. The Neuron Chip, which is an important component that the Company and its customers use in control network devices, is currently manufactured and distributed by two providers, Toshiba and Cypress Semiconductor. Toshiba has
informed the Company that it does not intend to renew its Neuron Chip agreement with Echelon, which expired in January 2010. Another semiconductor supplier, STMicroelectronics, manufactures the Companys power line smart transceiver products,
for which the Company has no alternative source. In addition, the Company currently purchases several key products and components from sole or limited source suppliers with which it does not maintain signed agreements that would obligate them
to supply to the Company on negotiated terms.

If any of the Companys key suppliers were to stop manufacturing the
Companys products or cease supplying the Company with its key components, it could be expensive and time consuming to find a replacement. Also, as the Companys Utility business grows, it will be required to expand its business with
its key suppliers or find additional sources of supply. There is no guarantee that the Company would be able to find acceptable alternative or additional sources.

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

(q) Computation of Basic and Diluted Net Loss Per Share and Pro Forma Basic Net Loss Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares of common stock outstanding
during the period. Diluted net income per share is calculated by adjusting the weighted average number of outstanding shares assuming conversion of all potentially dilutive stock options and warrants under the treasury stock method.

The following is a reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations
for the years ended December 31, 2010, 2009, and 2008 (in thousands, except per share amounts):



|                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                    |  | Year Ended December 31, |        
|                                                    |  | 2010                    |         |   | 2009 |   |         | 2008 | 
|Net loss (Numerator):                               |  |                         |         |   |      |   |         |      |  |   |         |  
|Net loss, basic and diluted                         |  | $                       | (31,312 | ) |      | $ | (32,034 | )    |  | $ | (25,831 | )
|                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Shares (Denominator):                               |  |                         |         |   |      |   |         |      |  |   |         |  
|Weighted average shares used in basic computation   |  |                         | 41,365  |   |      |   | 40,724  |      |  |   | 40,636  |  
|                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Weighted average shares used in diluted computation |  |                         | 41,365  |   |      |   | 40,724  |      |  |   | 40,636  |  
|                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Net loss per share:                                 |  |                         |         |   |      |   |         |      |  |   |         |  
|Basic                                               |  | $                       | (0.76   | ) |      | $ | (0.79   | )    |  | $ | (0.64   | )
|                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Diluted                                             |  | $                       | (0.76   | ) |      | $ | (0.79   | )    |  | $ | (0.64   | )
|                                                    |  |                         |         |   |      |   |         |      |  |   |         |  

For the years ended December 31, 2010, 2009, and 2008, the diluted net loss per share calculation is
equivalent to the basic net loss per share calculation as there are no potentially dilutive stock options due to the Companys net loss position. The number of stock options and performance shares excluded from these calculations in 2010, 2009,
and 2008 were 6,476,817, 7,392,866, and 6,860,098, respectively.

(r) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.



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The Company takes a two-step approach to recognizing and measuring uncertain tax positions.
The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals
or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon effective settlement. The Company re-evaluates its income tax positions on a quarterly basis to consider
factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or
an additional charge to the tax provision. Interest and penalties on unrecognized tax benefits are classified as income tax expense.

(s)
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.

(t) Recent Accounting Pronouncements

With the exception of item (e)  Revenue Recognition discussed above, there have been no new recent
accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2010, that are of significance, or potential significance, to the Company.

2. FINANCIAL INSTRUMENTS

On a recurring basis, the Company measures
certain of its financial assets, namely its cash equivalents and available-for-sale investments, at fair value. The Company does not have any financial liabilities measured at fair value on a recurring basis. The fair value of the Companys
financial assets measured at fair value on a recurring basis was determined using the following inputs at December 31, 2010 (in thousands):



|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|------------------------------------------------ |  | ----------------------------------------------- | ------ |  | ------------------------------------------------- | - | ----- | -------------------------------- |  | - | ----------------------------- |  |  | - | - | 
|                                                 |  | Fair Value Measurements at Reporting Date Using |       
|                                                 |  |                                                 |        |  | Quoted Pricesin ActiveMarkets forIdentical Assets |   |       | SignificantOtherObservableInputs |  |   | SignificantUnobservableInputs | 
|                                                 |  | Total                                           |        |  | (Level 1)                                         |   |       | (Level 2)                        |  |   | (Level 3)                     | 
|Money market funds(1)                            |  | $                                               | 5,246  |  |                                                   | $ | 5,246 |                                  |  | $ |                              |  |  | $ |  | 
|Fixed income available-for-sale securities:(2)   |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|U.S. government securities                       |  |                                                 | 56,957 |  |                                                   |   |      |                                  |  |   | 56,957                        |  |  |   |  | 
|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|Total fixed income available-for-sale securities |  |                                                 | 56,957 |  |                                                   |   |      |                                  |  |   | 56,957                        |  |  |   |  | 
|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|Total                                            |  | $                                               | 62,203 |  |                                                   | $ | 5,246 |                                  |  | $ | 56,957                        |  |  | $ |  | 
|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 

There have been no transfers between fair value measurement levels during the year ended December 31,
2010.



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The fair value of the Companys financial assets measured at fair value on a recurring
basis was determined using the following inputs at December 31, 2009 (in thousands):



|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|------------------------------------------------ |  | ----------------------------------------------- | ------ |  | ------------------------------------------------- | - | ----- | -------------------------------- |  | - | ----------------------------- |  |  | - | - | 
|                                                 |  | Fair Value Measurements at Reporting Date Using |       
|                                                 |  |                                                 |        |  | Quoted Pricesin ActiveMarkets forIdentical Assets |   |       | SignificantOtherObservableInputs |  |   | SignificantUnobservableInputs | 
|                                                 |  | Total                                           |        |  | (Level 1)                                         |   |       | (Level 2)                        |  |   | (Level 3)                     | 
|Money market funds(1)                            |  | $                                               | 1,655  |  |                                                   | $ | 1,655 |                                  |  | $ |                              |  |  | $ |  | 
|Fixed income available-for-sale securities:(2)   |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|U.S. corporate commercial paper                  |  |                                                 | 14,991 |  |                                                   |   |      |                                  |  |   | 14,991                        |  |  |   |  | 
|U.S. government securities                       |  |                                                 | 52,919 |  |                                                   |   |      |                                  |  |   | 52,919                        |  |  |   |  | 
|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|Total fixed income available-for-sale securities |  |                                                 | 67,910 |  |                                                   |   |      |                                  |  |   | 67,910                        |  |  |   |  | 
|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 
|Total                                            |  | $                                               | 69,565 |  |                                                   | $ | 1,655 |                                  |  | $ | 67,910                        |  |  | $ |  | 
|                                                 |  |                                                 |        |  |                                                   |   |       |                                  |  |   |                               |  |  |   |   | 



|(1) | Included in cash and cash equivalents in the Companys condensed consolidated balance sheets
|--- | --------------------------------------------------------------------------------------------

|(2) | Included in either cash and cash equivalents or short-term investments in the Companys condensed consolidated balance sheets
|--- | -----------------------------------------------------------------------------------------------------------------------------

All of the $57.0 million of fixed income available-for-sale securities at December 31, 2010 are
classified as short-term investments. Of the $67.9 million of fixed income available-for-sale securities at December 31, 2009, approximately $5.0 million are classified as cash equivalents, while the remaining $62.9 million are
classified as short-term investments. As discussed in Note 1, 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.

The Companys fixed income available-for-sale securities consist of U.S. government
securities with a minimum and weighted average credit rating of A-1+. The Company values these securities based on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other
than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, the Company classifies all of its fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques
used to measure the fair value of the Companys financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or
pricing models, such as discounted cash flow techniques. Our procedures include controls to ensure that appropriate fair values are recorded such as comparing prices obtained from multiple independent sources.

The amortized cost basis, aggregate fair value and gross unrealized holding gains and losses for the Companys available-for-sale
short-term investments, by major security type, were as follows as of December 31, 2010 (in thousands):



|                                     |  |               |        |  |                     |   |        |                        |  |   |                         |  |  |   |   | 
|------------------------------------ |  | ------------- | ------ |  | ------------------- | - | ------ | ---------------------- |  | - | ----------------------- |  |  | - | - | 
|                                     |  | AmortizedCost |        |  | Aggregate FairValue |   |        | UnrealizedHoldingGains |  |   | UnrealizedHoldingLosses | 
|U.S. government securities           |  | $             | 56,940 |  |                     | $ | 56,957 |                        |  | $ | 17                      |  |  | $ |  | 
|                                     |  |               |        |  |                     |   |        |                        |  |   |                         |  |  |   |   | 
|Total investments in debt securities |  | $             | 56,940 |  |                     | $ | 56,957 |                        |  | $ | 17                      |  |  | $ |  | 
|                                     |  |               |        |  |                     |   |        |                        |  |   |                         |  |  |   |   | 

The amortized cost basis, aggregate fair value and gross unrealized holding gains and losses for the
Companys available-for-sale short-term investments, by major security type, were as follows as of December 31, 2009 (in thousands):



|                                     |  |               |        |  |                     |   |        |                        |  |   |                         |  |  |   |    | 
|------------------------------------ |  | ------------- | ------ |  | ------------------- | - | ------ | ---------------------- |  | - | ----------------------- |  |  | - | -- | 
|                                     |  | AmortizedCost |        |  | Aggregate FairValue |   |        | UnrealizedHoldingGains |  |   | UnrealizedHoldingLosses | 
|U.S. corporate commercial paper      |  | $             | 9,991  |  |                     | $ | 9,991  |                        |  | $ |                        |  |  | $ |   | 
|U.S. government securities           |  |               | 52,917 |  |                     |   | 52,919 |                        |  |   | 15                      |  |  |   | 13 | 
|                                     |  |               |        |  |                     |   |        |                        |  |   |                         |  |  |   |    | 
|Total investments in debt securities |  | $             | 62,908 |  |                     | $ | 62,910 |                        |  | $ | 15                      |  |  | $ | 13 | 
|                                     |  |               |        |  |                     |   |        |                        |  |   |                         |  |  |   |    | 

As of December 31, 2010 and 2009, the Companys available-for-sale securities had original
contractual maturities of between three to twelve months. As of December 31, 2010 and 2009, the average remaining term to maturity for the Companys available-for-sale securities was five and six months, respectively.



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As of December 31, 2010, there were no investments that were in an unrealized loss
position. The following table show the gross unrealized losses and fair value for those investments that were in an unrealized loss position as of December 31, 2009, aggregated by investment category and the length of time that individual
securities have been in a continuous loss position (in thousands):



|                           |  |                     |        |  |                     |   |     |            |  |   |                |  |  |            |   |  |                |   |        |  |  |   |     |  
|-------------------------- |  | ------------------- | ------ |  | ------------------- | - | --- | ---------- |  | - | -------------- |  |  | ---------- | - |  | -------------- | - | ------ |  |  | - | --- | -
|                           |  | December 31, 2009   |       
|                           |  | Less than 12 Months |        |  | More than 12 Months |   |     | Total      | 
|                           |  | Fair Value          |        |  | UnrealizedLoss      |   |     | Fair Value |  |   | UnrealizedLoss |  |  | Fair Value |   |  | UnrealizedLoss |  
|U.S. government securities |  | $                   | 16,941 |  |                     | $ | (13 | )          |  | $ |               |  |  | $          |  |  |                | $ | 16,941 |  |  | $ | (13 | )
|                           |  |                     |        |  |                     |   |     |            |  |   |                |  |  |            |   |  |                |   |        |  |  |   |     |  
|Total                      |  | $                   | 16,941 |  |                     | $ | (13 | )          |  | $ |               |  |  | $          |  |  |                | $ | 16,941 |  |  | $ | (13 | )
|                           |  |                     |        |  |                     |   |     |            |  |   |                |  |  |            |   |  |                |   |        |  |  |   |     |  

Market values were determined for each individual security in the investment portfolio. The decline in value
of these investments is primarily related to changes in interest rates and is considered to be temporary in nature. The Company reviews its investments on a regular basis to evaluate whether or not any have experienced an other-than-temporary
decline in fair value. In performing its review, the Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, and the
Companys intent to sell (or whether it is more likely than not that the Company will be required to sell) the investment before recovery of the investments amortized cost basis. If the Company believes that an other-than-temporary
decline exists, that investment is written down to fair value. In writing the investment down to fair value, any other-than-temporary declines related to a credit loss would be recorded to interest and other income (expense), net in the
Companys Consolidated Statements of Operations. Any portion not related to credit loss would be recorded to accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders equity. For each of the
three years ended December 31, 2010, gross realized gains and losses on the Companys investment portfolio were not material and there were no other-than-temporary impairments.

3. PROPERTY AND EQUIPMENT

A summary of property and equipment, net as of
December 31, 2010 and December 31, 2009 is as follows (in thousands):



|                                                |  |                   |         |   |                   |   |         |  
|----------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                |  | December 
31,2010 |         |   | December 
31,2009 |  
|Buildings and improvements                      |  | $                 | 37,356  |   |                   | $ | 37,356  |  
|Computer and other equipment                    |  |                   | 23,496  |   |                   |   | 23,313  |  
|Software                                        |  |                   | 4,933   |   |                   |   | 4,791   |  
|Furniture and fixtures                          |  |                   | 2,729   |   |                   |   | 2,787   |  
|Leasehold improvements                          |  |                   | 3,978   |   |                   |   | 3,950   |  
|                                                |  |                   |         |   |                   |   |         |  
|                                                |  |                   | 72,492  |   |                   |   | 72,197  |  
|Less: Accumulated depreciation and amortization |  |                   | (41,472 | ) |                   |   | (36,602 | )
|                                                |  |                   |         |   |                   |   |         |  
|Property and equipment, net                     |  | $                 | 31,020  |   |                   | $ | 35,595  |  
|                                                |  |                   |         |   |                   |   |         |  

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



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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 through the issuance of standby letters of credit
(LOCs).

The Company has historically accounted for the two buildings at its San Jose, California headquarters
site under authoritative guidance pertaining to leases in which the Company is both involved in the construction of the lease assets and for which certain sale-leaseback criteria are not met. This results in the Company being the deemed
owner of the two buildings for accounting purposes only. Accordingly, the leases associated with these facilities 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 the 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 years ended
December 31, 2010, 2009, and 2008, the Company has recorded depreciation expense associated with the building assets of $2.0 million, $2.0 million, and $2.3 million, respectively. As of December 31, 2010 and December 31, 2009, the net
book value of the building assets was $18.6 million and $20.7 million, respectively.

Under the lease agreements, a
portion of the total lease payments is accounted for as an operating lease of land and recorded as expense on a straight-line basis over the term of the lease. The remaining portions of the monthly lease payments are considered to be payments of
principal and interest on the lease financing obligations. For the years ended December 31, 2010, 2009, and 2008, land lease expense was $741,000, $741,000, and $604,000, respectively; principal reductions on the lease financing obligations
were $1.6 million, $1.4 million and $1.8 million, respectively; and interest expense was $1.6 million, $1.7 million, and $1.4 million, respectively. See Note 8 for further information on commitments for future minimum lease
payments associated with the lease financing obligations.

4. STOCKHOLDERS EQUITY AND EMPLOYEE STOCK OPTION PLANS

(a) Preferred Stock

As
of December 31, 2010, the Company was authorized to issue 5,000,000 shares of new $0.01 par value preferred stock, of which none was outstanding.

(b) Common Stock

As of December 31, 2010, the Company was authorized
to issue 100,000,000 shares of $0.01 par value common stock, of which 41,992,276 were outstanding.

In March and August
2004, March 2006, and February 2007, the Companys board of directors approved a stock repurchase program, which authorized the Company to repurchase up to 3.0 million shares of the Companys common stock. Since inception, the
Company 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, 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.
There were no repurchases under the new stock repurchase program during the year ended December 31, 2010. Since inception, the Company has repurchased a total of 750,000 shares under the program at a cost of $8.9 million. As of
December 31, 2010, 2,250,000 shares were available for repurchase. The new stock repurchase program will expire in April 2011.



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(c) Stock Option Programs

The Company grants equity compensation awards under the 1997 Stock Plan (the 1997 Plan). Prior to July 2008, the Company also issued options to certain members of its Board of Directors under
the 1998 Director Option Plan (the Director Option Plan). A more detailed description of each plan can be found below.

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

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

1997 Stock Plan

During 1997, the Company adopted the 1997 Stock Plan (the 1997 Plan) for employees, officers and directors, which was amended
and restated in May 2004. As of December 31, 2010, a total of 15,511,170 shares of Common Stock were reserved for issuance under the 1997 Plan. This plan includes annual increases on the first day of the Companys fiscal year (beginning in
2000) not to exceed the lesser of (i) 5,000,000 shares or (ii) 4% of the outstanding shares on such date. Incentive stock options to purchase shares of common stock may be granted at not less than 100% of the fair market value. Options
granted prior to June 15, 2000 and after May 5, 2003, generally have a term of five years from the date of grant. Options granted June 15, 2000 through May 5, 2003, generally have a term of ten years. The exercise price of stock
options granted under the 1997 Plan is determined by the Board of Directors (or a Committee of the Board of Directors), but will be at least equal to 100% of the fair market value per share of common stock on the date of grant (or at least 110% of
such fair market value for an incentive stock option granted to a stockholder with greater than 10% voting power of all our stock), except that up to 10% of the aggregate number of shares reserved for issuance under the 1997 Plan (including shares
that have been issued or are issuable in connection with options exercised or granted under the 1997 Plan) may have exercise prices that are from 0% to 100% of the fair market value of the common stock on the date of grant. Options generally vest
ratably over four years.

The 1997 Plan also allows for the issuance of stock purchase rights and options that are immediately
exercisable through execution of a restricted stock purchase agreement. Shares purchased pursuant to a stock purchase agreement generally vest ratably over four years. In the event of termination of employment, the Company, at its discretion, may
repurchase unvested shares at a price equal to the original issuance price. In addition, the 1997 Plan allows for the issuance of stock appreciation rights (SARs), restricted stock awards (RSAs), and restricted stock units
(RSUs). SARs are rights to receive, in cash or shares of our common stock, as designated on the grant date, the appreciation in fair market value of common stock between the exercise date and the date of grant. To date, the Company has
only issued SARs that can be settled in shares of the Companys common stock. SARs may be granted alone or in tandem with options. The exercise price of a SAR will be at least equal to 100% of the fair market value per share of common stock on
the date of grant. SARs issued by the Company generally vest in equal, annual installments over four years, and expire on the fifth anniversary of the grant date. RSUs are awards that result in a payment to a participant, generally in the form of an
issuance of shares of the Companys common stock, at such time as specified performance goals or other vesting criteria are achieved or the awards otherwise vest. RSUs and RSAs issued by the Company generally vest in equal, annual installments
over four years, although certain of these awards vest monthly over twelve months, or 100% after one or two years. In addition, certain of these RSU and RSA grants have additional financial-based performance requirements that must be met before
vesting can occur. RSUs and RSAs with performance-based vesting conditions expire no later than the fifth anniversary of the grant date if the performance criteria have not been met.

1998 Directors Option Plan

The 1998 Director Option Plan (the
Director Plan) was adopted by the Board of Directors in May 1998 and became effective upon the closing of the initial public offering of the Companys stock in July 1998. It provided for stock option grants to non-employee
directors. The Director Plan expired in July 2008. Future grants made to members of our Board of Directors will be made from the 1997 Plan. Prior to its expiration, options granted under the Director Plan were generally fully vested on the date of
grant and had exercise prices equal to the per share fair market value of the Companys common stock on the date of grant. During 2008, options to purchase an aggregate of 75,000 shares were granted under the Director Plan. The weighted average
exercise price for the options granted in 2008 was $13.12.



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In the event of a merger of the Company with or into another corporation or the sale of
substantially all of the assets of the Company, each outstanding option granted under the Director Plan shall be assumed or an equivalent option may be substituted by the successor corporation. Following such assumption or substitution, if the
optionees status as a director of the successor corporation terminates other than upon a voluntary resignation by the optionee, the option shall become fully exercisable, including as to shares as to which it would not otherwise be
exercisable. If the outstanding options are not assumed or substituted, the options shall become fully vested and exercisable. Options granted must be exercised within three months of the end of the optionees tenure as a director of the
Company, or within twelve months after such directors termination by death or disability, but in no event later than the expiration of the options five year term; provided, however, that shares subject to an option granted to a director
who has served as a director with the Company for at least five years shall become fully vested and exercisable for the remainder of the options five year term upon such directors termination. No option granted under the Director Plan is
transferable by the optionee other than by will or the laws of descent and distribution, and each option is exercisable, during the lifetime of the optionee, only by such optionee.

(d) Employee Stock Option Exchange Program

On November 19, 2008, the
Company announced a voluntary employee stock option exchange program (the Exchange Program) whereby eligible employees were given an opportunity to exchange some or all of their outstanding stock options and SARs, collectively the
Surrendered Awards, for a predetermined number of new SARs. Under the Exchange Program, participating eligible employees would receive one new SAR for each Surrendered Award with an exercise price less than $12.00 per share. For
exchanged options with an exercise price equal to or greater than $12.00 per share, participants would receive between 0.33 and 0.67 new SARs for each Surrendered Award exchanged, depending on the exercise price of the Surrendered Award. The
Companys board of directors and Compensation Committee approved the Exchange Program to restore the retention and incentive benefits of the Companys equity awards. Non-employee members of the Companys board of directors were not
eligible to participate in the Exchange Program.

On December 17, 2008, in accordance with the Exchange Program, the
Company accepted and cancelled options and SARs to purchase 4,659,926 shares of its common stock. On the same day, the Company granted new SARs totaling 3,240,890 shares. The new SARs were granted at an exercise price of $7.69, the closing price of
the Companys stock on December 17, 2008. The new SARs granted under the Exchange Program have vesting schedules and maximum terms as follows:



|                                                               |  |                                                                                                                     |  |                         
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|Percentage of Surrendered Award
Vested as of December 17, 2008 |  | Vesting Schedule of New SARs                                                                                        |  | Maximum Term of New SARs
|Fully vested                                                   |  | 100% of the new SARs will be scheduled to vest on the first anniversary of the new grant date                       |  | two (2) years           
|75% vested                                                     |  | 50% of the new SARs will be scheduled to vest on each of the first and second anniversaries of the new grant date   |  | three (3) years         
|50% vested                                                     |  | 33.33% of the new SARs will be scheduled to vest on each of the first three (3) anniversaries of the new grant date |  | four (4) years          
|25% or less vested                                             |  | 25% of the new SARs will be scheduled to vest on each of the first four (4) anniversaries of the new grant date     |  | five (5) years          

See Note 5 for
a discussion of the accounting for the Exchange Program.



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(e) Stock Award Activity

The following table summarizes stock award activity under all plans for the years ended December 31, 2010, 2009, and 2008:



|                                                |  |                          |            |   |                     |  |            |                                         |  |   |       | 
|----------------------------------------------- |  | ------------------------ | ---------- | - | ------------------- |  | ---------- | --------------------------------------- |  | - | ----- | 
|                                                |  |                          |            |   | Options Outstanding | 
|                                                |  | SharesAvailable forGrant |            |   | NumberOutstanding   |  |            | Weighted-AverageExercise PricePer Share | 
|BALANCE AT DECEMBER 31, 2007                    |  |                          | 8,527,059  |   |                     |  | 7,032,823  |                                         |  | $ | 13.26 | 
|Options and stock appreciation rights granted   |  |                          | (4,297,547 | ) |                     |  | 4,297,547  |                                         |  |   | 8.98  | 
|RSUs granted                                    |  |                          | (777,732   | ) |                     |  |           |                                         |  |   |      | 
|Options and stock appreciation rights cancelled |  |                          | 5,266,484  |   |                     |  | (5,266,484 | )                                       |  |   | 14.96 | 
|RSUs cancelled                                  |  |                          | 128,109    |   |                     |  |           |                                         |  |   |      | 
|Options exercised                               |  |                          |           |   |                     |  | (405,561   | )                                       |  |   | 9.66  | 
|Unissued shares returned to plan                |  |                          | 6,510      |   |                     |  |           |                                         |  |   |      | 
|1998 Directors Plan shares expired              |  |                          | (855,000   | ) |                     |  |           |                                         |  |   |      | 
|Additional shares reserved                      |  |                          | 1,729,454  |   |                     |  |           |                                         |  |   |      | 
|                                                |  |                          |            |   |                     |  |            |                                         |  |   |       | 
|BALANCE AT DECEMBER 31, 2008                    |  |                          | 9,727,337  |   |                     |  | 5,658,325  |                                         |  | $ | 8.69  | 
|Options and stock appreciation rights granted   |  |                          | (1,161,442 | ) |                     |  | 1,161,442  |                                         |  |   | 8.07  | 
|RSUs granted                                    |  |                          | (748,019   | ) |                     |  |           |                                         |  |   |      | 
|Options and stock appreciation rights cancelled |  |                          | 463,439    |   |                     |  | (463,439   | )                                       |  |   | 12.01 | 
|RSUs cancelled                                  |  |                          | 120,612    |   |                     |  |           |                                         |  |   |      | 
|Options exercised                               |  |                          |           |   |                     |  | (427,552   | )                                       |  |   | 6.74  | 
|Unissued shares returned to plan                |  |                          | 3,490      |   |                     |  |           |                                         |  |   |      | 
|1998 Directors Plan shares expired              |  |                          | (40,000    | ) |                     |  |           |                                         |  |   |      | 
|Additional shares reserved                      |  |                          | 1,618,282  |   |                     |  |           |                                         |  |   |      | 
|                                                |  |                          |            |   |                     |  |            |                                         |  |   |       | 
|BALANCE AT DECEMBER 31, 2009                    |  |                          | 9,983,699  |   |                     |  | 5,928,776  |                                         |  | $ | 8.45  | 
|Options and stock appreciation rights granted   |  |                          | (342,900   | ) |                     |  | 342,900    |                                         |  |   | 7.68  | 
|RSUs granted                                    |  |                          | (1,628,183 | ) |                     |  |           |                                         |  |   |      | 
|Options and stock appreciation rights cancelled |  |                          | 348,913    |   |                     |  | (348,913   | )                                       |  |   | 10.42 | 
|RSUs cancelled                                  |  |                          | 168,298    |   |                     |  |           |                                         |  |   |      | 
|Options exercised                               |  |                          |           |   |                     |  | (1,647,115 | )                                       |  |   | 7.61  | 
|Unissued shares returned to plan                |  |                          | 1,260,465  |   |                     |  |           |                                         |  |   |      | 
|1998 Directors Plan shares expired              |  |                          | (10,000    | ) |                     |  |           |                                         |  |   |      | 
|Additional shares reserved                      |  |                          | 1,640,230  |   |                     |  |           |                                         |  |   |      | 
|                                                |  |                          |            |   |                     |  |            |                                         |  |   |       | 
|BALANCE AT DECEMBER 31, 2010                    |  |                          | 11,420,522 |   |                     |  | 4,275,648  |                                         |  | $ | 8.55  | 
|                                                |  |                          |            |   |                     |  |            |                                         |  |   |       | 

The total intrinsic value of options and SARs exercised during the years ended December 31, 2010, 2009,
and 2008 was approximately $2.8 million, $1.0 million, and $1.6 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 shares.



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The following table provides additional information regarding RSU and RSA activity for the
years ended December 31, 2010, 2009, and 2008:



|                             |  |                               |           |   |                                       |   |       | 
|---------------------------- |  | ----------------------------- | --------- | - | ------------------------------------- | - | ----- | 
|                             |  | NumberNonvestedandOutstanding |           |   | Weighted-Average GrantDate Fair-Value |  
|BALANCE AT DECEMBER 31, 2007 |  |                               | 874,879   |   |                                       | $ | 15.05 | 
|RSUs granted                 |  |                               | 777,732   |   |                                       |   | 10.88 | 
|RSUs vested and released     |  |                               | (322,729  | ) |                                       |   | 12.93 | 
|RSUs cancelled               |  |                               | (128,109  | ) |                                       |   | 13.22 | 
|                             |  |                               |           |   |                                       |   |       | 
|BALANCE AT DECEMBER 31, 2008 |  |                               | 1,201,773 |   |                                       | $ | 13.11 | 
|RSUs granted                 |  |                               | 748,019   |   |                                       |   | 7.87  | 
|RSUs vested and released     |  |                               | (365,090  | ) |                                       |   | 12.74 | 
|RSUs cancelled               |  |                               | (120,612  | ) |                                       |   | 13.17 | 
|                             |  |                               |           |   |                                       |   |       | 
|BALANCE AT DECEMBER 31, 2009 |  |                               | 1,464,090 |   |                                       | $ | 10.52 | 
|RSUs and RSAs granted        |  |                               | 1,628,183 |   |                                       |   | 8.02  | 
|RSUs vested and released     |  |                               | (722,806  | ) |                                       |   | 10.06 | 
|RSUs cancelled               |  |                               | (168,298  | ) |                                       |   | 9.76  | 
|                             |  |                               |           |   |                                       |   |       | 
|BALANCE AT DECEMBER 31, 2010 |  |                               | 2,201,169 |   |                                       | $ | 8.88  | 
|                             |  |                               |           |   |                                       |   |       | 

The fair value of each RSU and RSA grant was estimated on the date of grant by multiplying the number of
shares granted times the fair market value of the Companys stock on the grant date. The total intrinsic value of RSUs vested and released during the years ended December 31, 2010, 2009, and 2008 was approximately $6.2 million, $3.9
million, and $3.9 million, respectively. The intrinsic value of vested and released RSUs is calculated by multiplying the fair market value of the Companys stock on the vesting date by the number of shares vested. As of December 31, 2010,
the number of RSUs and RSAs outstanding and expected to vest was 2,069,833, with a total intrinsic value of $21.1 million. The intrinsic value of the outstanding and expected to vest RSUs and RSAs is calculated based on the market value of the
Companys closing stock price of $10.19 as of December 31, 2010, the last market trading day of 2010.

The following
table provides additional information for significant ranges of outstanding and exercisable stock options and stock appreciation rights as of December 31, 2010:



|                            |  |                      |           |                   |           |  |                                                   |  |      |                                       |      |   |                         |   |           |   |           | 
|--------------------------- |  | -------------------- | --------- | ----------------- | --------- |  | ------------------------------------------------- |  | ---- | ------------------------------------- | ---- | - | ----------------------- | - | --------- | - | --------- | 
|                            |  | Exercise
Price Range |           | NumberOutstanding |           |  | WeightedAverageRemainingContractualLife(in years) |  |      | WeightedAverageExercisePrice perShare |      |   | AggregateIntrinsicValue |  
|                            |  | $5.99-6.35           |           |                   | 434,236   |  |                                                   |  | 1.28 |                                       |      | $ | 6.14                    |   |           | $ | 1,757,853 | 
|                            |  | 7.35-7.47            |           |                   | 1,086,944 |  |                                                   |  | 4.13 |                                       |      |   | 7.46                    |   |           |   | 2,963,626 | 
|                            |  | 7.69                 |           |                   | 1,638,679 |  |                                                   |  | 2.12 |                                       |      |   | 7.69                    |   |           |   | 4,096,695 | 
|                            |  | 7.82-10.00           |           |                   | 499,240   |  |                                                   |  | 1.87 |                                       |      |   | 8.82                    |   |           |   | 685,312   | 
|                            |  | 10.04-13.74          |           |                   | 466,800   |  |                                                   |  | 2.47 |                                       |      |   | 12.63                   |   |           |   | 1,351     | 
|                            |  | $13.85-$28.65        |           |                   | 149,749   |  |                                                   |  | 1.26 |                                       |      |   | 19.07                   |   |           |   |          | 
|                            |  |                      |           |                   |           |  |                                                   |  |      |                                       |      |   |                         |   |           |   |           | 
|Outstanding                 |  |                      | 4,275,648 |                   |           |  | 2.52                                              |  |      | $                                     | 8.55 |   |                         | $ | 9,504,837 |  
|                            |  |                      |           |                   |           |  |                                                   |  |      |                                       |      |   |                         |   |           |   |           | 
|Vested and expected to vest |  |                      | 4,191,294 |                   |           |  | 2.52                                              |  |      | $                                     | 8.55 |   |                         | $ | 9,301,350 |  
|                            |  |                      |           |                   |           |  |                                                   |  |      |                                       |      |   |                         |   |           |   |           | 
|Exercisable                 |  |                      | 2,645,017 |                   |           |  | 1.83                                              |  |      | $                                     | 8.80 |   |                         | $ | 5,588,751 |  
|                            |  |                      |           |                   |           |  |                                                   |  |      |                                       |      |   |                         |   |           |   |           | 

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on
the Companys closing stock price of $10.19 as of December 31, 2010, which would have been received by the option holders had all option holders exercised their options as of that date.



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5. STOCK-BASED COMPENSATION:

(a) Valuation of Options, SARs, and Performance Shares Granted

The Company
has elected to use the BSM option-pricing model to estimate the fair value of stock options and SARs that it grants. The BSM model incorporates various assumptions including volatility, expected term of the option from the date of grant to the time
of exercise, risk-free interest rates, and dividend yields. Excluding SARs granted in December 2008 as part of the Exchange Program, which is discussed further below, the weighted average fair value of options and SARs granted during the years ended
December 31, 2010, 2009, and 2008, was $3.94, $4.48, and $6.33, respectively, and was determined using the following weighted average assumptions:



|                         |  |                         |      |   |      |  |      |      |  |  |      |  
|------------------------ |  | ----------------------- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|                         |  | Year Ended December 31, |     
|                         |  | 2010                    |      |   | 2009 |  |      | 2008 | 
|Expected dividend yield  |  |                         | 0.0  | % |      |  | 0.0  | %    |  |  | 0.0  | %
|Risk-free interest rate  |  |                         | 1.2  | % |      |  | 1.8  | %    |  |  | 2.7  | %
|Expected volatility      |  |                         | 67.5 | % |      |  | 71.9 | %    |  |  | 61.1 | %
|Expected term (in years) |  |                         | 4.2  |   |      |  | 4.3  |      |  |  | 4.1  |  

The expected dividend
yield reflects the fact that the Company has not paid any dividends in the past and does not currently intend to pay dividends in the foreseeable future. The risk-free interest rate assumption is based on U.S. Treasury yields in effect at the time
of grant for the expected term of the option. The expected volatility is based on both the historical volatility of the Companys common stock over the most recent period commensurate with the expected life of the option as well as on implied
volatility calculated from the market traded options on the Companys stock. For options and SARs granted prior to January 1, 2008, the expected term was calculated using the simplified method. Under the simplified method, the expected
term was calculated by taking the average of the vesting term and the contractual term of the option. For options and SARs granted subsequent to December 31, 2007, the expected term has been calculated by applying a Monte Carlo simulation model
that incorporates the Companys historical data on post-vest exercise activity and employee termination behavior.

The
grant date fair value of RSUs and RSAs granted to employees is determined by multiplying the fair market value of the Companys stock on the grant date times the number of RSUs and RSAs awarded. During 2008, the Company issued a limited number
of performance shares to a consultant. The fair value for these awards is determined at the earlier of the date at which a commitment for performance by the consultant to earn the performance shares is reached, or the date at which the
consultants performance necessary for the performance shares to vest has been completed.

(b) Accounting for Employee Stock Option
Exchange Program

As discussed in Note 4, the Company completed a stock option exchange program for eligible employees on
December 17, 2008. As a result of its terms, the Exchange Program is considered a modification to the Surrendered Awards, which requires the calculation of incremental compensation cost. The incremental compensation cost is calculated by
comparing the fair value of each newly issued SAR to the fair value of the corresponding Surrendered Award, each of which was calculated as of December 17, 2008 using the BSM option-pricing model. To the extent the fair value of the newly
issued SARs exceeds the fair value of the Surrendered Awards, there is incremental compensation cost. The total incremental compensation cost resulting from the Exchange Program was $2.3 million, and was calculated using the following weighted
average assumptions.



|                         |  |                   |      |   |                  |  |      |  
|------------------------ |  | ----------------- | ---- | - | ---------------- |  | ---- | -
|                         |  | SurrenderedAwards |      |   | Newly IssuedSARs | 
|Expected dividend yield  |  |                   | 0.0  | % |                  |  | 0.0  | %
|Risk-free interest rate  |  |                   | 0.8  | % |                  |  | 1.0  | %
|Expected volatility      |  |                   | 77.1 | % |                  |  | 73.7 | %
|Expected term (in years) |  |                   | 2.5  |   |                  |  | 2.9  |  

The Company must also
continue to amortize previously unrecognized compensation expense related to the original grant date fair value of the Surrendered Awards. The Company has elected to combine both the incremental value and the unamortized original grant date fair
value of the Surrendered Awards, the total of which will be recognized as compensation expense over the vesting term of the new SARs.

(c)
Expense Allocation

Compensation expense for all share-based payment awards, including those granted prior to
January 1, 2006, has been recognized using the accelerated multiple-option approach. As stock-based compensation expense recognized in the Consolidated Statement of Operations for the years ended December 31, 2010, 2009, and 2008 is based
on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Forfeitures have been estimated based on historical experience.



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As of December 31, 2010, there were 481,189 non-vested RSUs and RSAs (with a grant date
fair value of approximately $3.6 million) that were subject to certain financial-based performance requirements that must be achieved before vesting can occur. Of these 481,189 non-vested RSUs and RSAs, 116,189 (that were issued in May 2009
with a grant date fair value of approximately $859,000) contain financial-based performance conditions that must be achieved by May 2014, and the remaining 365,000 RSUs and RSAs (that were issued in August 2010 with a grant date fair value of
approximately $2.7 million) contain financial-based performance conditions that must be achieved by April 2015.

Through
December 31, 2010, cumulative compensation expense of $1.0 million associated with the 116,189 RSUs granted in May 2009 and the 365,000 RSUs and RSAs granted in August 2010 has been recognized because the Company believes it is probable that
the associated financial performance requirements will be achieved. If such requirements are not met, no compensation cost will be recognized and any recognized compensation cost will be reversed. For these 481,189 awards that are considered
probable of achievement, the unearned compensation expense of $2.6 million is expected to be recognized over estimated service periods ranging from 1.5 years to 3.0 years. To the extent the Companys estimate of the timing of achievement of the
performance requirements changes in the future, the timing of recognition of the related compensation expense may change.

As
of December 31, 2010, total compensation cost related to non-vested stock options and other equity based awards not yet recognized was $13.9 million, which is expected to be recognized over the next 20 months on a weighted-average basis, and of
which $2.6 million relates to awards subject to certain financial-based performance requirements.

The following table
summarizes the stock-based compensation expense related to employee stock options and share awards for the years ended December 31, 2010, 2009, and 2008, which was allocated as follows (in thousands):



|                                                                                       |  |                         |        |  |      |   |        |      |  |   |        | 
|-------------------------------------------------------------------------------------- |  | ----------------------- | ------ |  | ---- | - | ------ | ---- |  | - | ------ | 
|                                                                                       |  | Year Ended December 31, |       
|                                                                                       |  | 2010                    |        |  | 2009 |   |        | 2008 | 
|Cost of sales  product                                                                |  | $                       | 1,172  |  |      | $ | 1,534  |      |  | $ | 1,628  | 
|Cost of sales  service                                                                |  |                         | 125    |  |      |   | 183    |      |  |   | 209    | 
|                                                                                       |  |                         |        |  |      |   |        |      |  |   |        | 
|Stock-based compensation expense included in cost of sales                             |  |                         | 1,297  |  |      |   | 1,717  |      |  |   | 1,837  | 
|                                                                                       |  |                         |       
|Product development                                                                    |  |                         | 4,185  |  |      |   | 5,651  |      |  |   | 6,032  | 
|Sales and marketing                                                                    |  |                         | 2,939  |  |      |   | 3,421  |      |  |   | 2,986  | 
|General and administrative                                                             |  |                         | 3,907  |  |      |   | 3,614  |      |  |   | 3,603  | 
|                                                                                       |  |                         |        |  |      |   |        |      |  |   |        | 
|Stock-based compensation expense included in operating expenses                        |  |                         | 11,031 |  |      |   | 12,686 |      |  |   | 12,621 | 
|                                                                                       |  |                         |        |  |      |   |        |      |  |   |        | 
|Total stock-based compensation expense related to stock options and share awards       |  |                         | 12,328 |  |      |   | 14,403 |      |  |   | 14,458 | 
|Tax benefit                                                                            |  |                         |       |  |      |   |       |      |  |   |       | 
|                                                                                       |  |                         |        |  |      |   |        |      |  |   |        | 
|Stock-based compensation expense related to stock options and share awards, net of tax |  | $                       | 12,328 |  |      | $ | 14,403 |      |  | $ | 14,458 | 
|                                                                                       |  |                         |        |  |      |   |        |      |  |   |        | 

Of the $12.3 million of compensation expense recorded for the year ended December 31, 2010,
approximately $4.5 million related to equity compensation awards granted during 2010, while the remaining $7.8 million related to equity compensation awards granted on or before December 31, 2009. Of the $14.4 million of
compensation expense recorded for the year ended December 31, 2009, approximately $4.3 million related to equity compensation awards granted during 2009, while the remaining $10.1 million related to equity compensation awards granted
on or before December 31, 2008. Of the $14.5 million of compensation expense recorded for the year ended December 31, 2008, approximately $4.3 million related to equity compensation awards granted during 2008, while the remaining
$10.2 million related to equity compensation awards granted on or before December 31, 2007.

As of December 31,
2010, approximately $60,000 and $18,000 of stock-based compensation expense was capitalized as part of the cost of inventory and deferred cost of goods sold, respectively. As of December 31, 2009, approximately $99,000 and $29,000 of
stock-based compensation expense was capitalized as part of the cost of inventory and deferred cost of goods sold, respectively.

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 years ended December 31, 2010, the Company had four customers that accounted for a
significant portion of its revenues: EBV Electronik GmbH (EBV), the Companys primary distributor of its Commercial products in Europe; Duke Energy Corporation (Duke), a U.S. utility company; and Eltel Networks A/S
(Eltel) and ES Elektrosandberg AB (ES), value added resellers of the Companys Utility products. For the years ended December 31, 2010, 2009, and 2008, the percentages of the Companys revenues attributable to
sales made to these customers were as follows:



|      |  |                         |      |   |      |  |      |      |  |  |      |  
|----- |  | ----------------------- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|      |  | Year Ended December 31, |     
|      |  | 2010                    |      |   | 2009 |  |      | 2008 | 
|Eltel |  |                         | 28.5 | % |      |  | 25.3 | %    |  |  | 4.2  | %
|EBV   |  |                         | 12.8 | % |      |  | 13.6 | %    |  |  | 15.3 | %
|Duke  |  |                         | 6.3  | % |      |  | 10.7 | %    |  |  | 10.3 | %
|ES    |  |                         | 0.5  | % |      |  | 1.4  | %    |  |  | 14.9 | %
|      |  |                         |      |   |      |  |      |      |  |  |      |  
|Total |  |                         | 48.1 | % |      |  | 51.0 | %    |  |  | 44.7 | %
|      |  |                         |      |   |      |  |      |      |  |  |      |  



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Of the percentage of sales made to EBV, approximately 0.5% for the year ended
December 31, 2009, 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 these Consolidated Financial Statements, 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 2011.

7. GOODWILL:

The carrying amount of goodwill as of December 31, 2010,
2009, and 2008 relates to three acquisitions, including ARIGO Software GmbH (ARIGO) in 2001, BeAtHome in 2002, and MTC in 2003. The goodwill acquired as part of the ARIGO transaction is valued in Euros, and is therefore subject to
foreign currency translation gains and losses. The changes in the carrying amount of goodwill, net for the years ended December 31, 2010 and 2009 are as follows (in thousands):



|                                             |  |        |       |  
|-------------------------------------------- |  | ------ | ----- | -
|                                             |  | Amount |      
|Balance as of December 31, 2008              |  | $      | 8,417 |  
|Unrealized foreign currency translation gain |  |        | 79    |  
|                                             |  |        |       |  
|Balance as of December 31, 2009              |  |        | 8,496 |  
|Unrealized foreign currency translation loss |  |        | (180  | )
|                                             |  |        |       |  
|Balance as of December 31, 2010              |  | $      | 8,316 |  
|                                             |  |        |       |  

8. COMMITMENTS AND CONTINGENCIES:

(a) Lease Commitments

As discussed in Note 3, the Company accounts for the
leases of its corporate headquarters facilities as lease financing obligations. As of December 31, 2010, the future minimum lease payments for the lease financing obligations were as follows (in thousands):



|                                                    |  |   |        |  
|--------------------------------------------------- |  | - | ------ | -
|2011                                                |  | $ | 3,174  |  
|2012                                                |  |   | 3,214  |  
|2013                                                |  |   | 3,254  |  
|2014                                                |  |   | 3,328  |  
|2015                                                |  |   | 3,410  |  
|2016 and thereafter                                 |  |   | 15,386 |  
|                                                    |  |   |        |  
|Total payments                                      |  | $ | 31,766 |  
|Amount representing interest                        |  |   | (7,989 | )
|                                                    |  |   |        |  
|Present value of future minimum lease payments      |  | $ | 23,777 |  
|                                                    |  |   |        |  
|Lease financing obligations classified as current   |  | $ | 1,716  |  
|                                                    |  |   |        |  
|Lease financing obligations classified as long-term |  | $ | 22,061 |  
|                                                    |  |   |        |  

The Company also leases facilities under operating leases for its sales, marketing, and product development
personnel located elsewhere within the United States and in eleven foreign countries throughout Europe and Asia, including a land lease for accounting purposes associated with the Companys corporate headquarters facilities. These operating
leases expire on various dates through 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. As of December 31, 2010, future minimum lease payments under all operating leases, including $7.1 million related to the land lease associated with the Companys corporate headquarters facilities (see Note 3),
were as follows (in thousands):



|                    |  |   |       | 
|------------------- |  | - | ----- | 
|2011                |  | $ | 1,606 | 
|2012                |  |   | 1,244 | 
|2013                |  |   | 1,052 | 
|2014                |  |   | 869   | 
|2015                |  |   | 867   | 
|2016 and thereafter |  |   | 3,423 | 
|                    |  |   |       | 
|Total               |  | $ | 9,061 | 
|                    |  |   |       | 



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Rent expense for all operating leases was approximately $2.1 million for 2010,
$2.0 million for 2009, and $1.9 million for 2008. Although certain of the operating lease agreements provide for escalating rent payments over the term of the lease, rent expense under these agreements is recognized on a straight-line
basis. As of December 31, 2010, the Company has accrued approximately $347,000 of deferred rent related to these agreements, of which approximately $56,000 is reflected in current liabilities while the remainder is reflected in other long-term
liabilities in the accompanying consolidated balance sheet. As of December 31, 2009, the Company has accrued approximately $409,000 of deferred rent related to these agreements, of which approximately $48,000 is reflected in current liabilities
while the remainder is reflected in other long-term liabilities in the accompanying consolidated balance sheet. See Note 3 for explanation of land lease expense on the Companys corporate headquarters facilities.

(b) Royalties

The
Company has certain royalty commitments associated with the shipment and licensing of certain of its products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty expense, which
is recorded as a component of cost of product revenues in the Companys consolidated statements of income, was approximately $616,000, $450,000, and $513,000 for the years ended December 31, 2010, 2009, and 2008, respectively.

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

(c) 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.

(d) 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 December 31, 2010, 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.

(e) Legal Actions

In April 2009, the Company received notice that the receiver for two companies that filed for the Italian law equivalent of bankruptcy
protection in May 2004, Finmek Manufacturing SpA and Finmek Access SpA (collectively, the Finmek Companies), had filed a lawsuit under an Italian claw back law in Padua, Italy against the Company, seeking the return of
approximately $16.7 million in payments received by the Company in the ordinary course of business for components sold by the Company to the Finmek Companies prior to the bankruptcy filing. The Finmek Companies were among Enels third party
meters manufacturers, and from time to time through January 2004, the Company sold components to the Finmek Companies that were incorporated into the electricity meters that were manufactured by the Finmek Companies and sold to Enel SpA for the Enel
Project. The Company believes that the Italian claw back law is not applicable to its transactions with the Finmek Companies, and the claims of the Finmek Companies receiver are without merit, and it is defending the lawsuit.



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From time to time, in the ordinary course of business, the Company may be subject to other
legal proceedings, claims, investigations, and other proceedings, including claims of alleged infringement of third-party patents and other intellectual property rights, and commercial, employment, and other matters. In accordance with generally
accepted accounting principles, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and
adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. While the Company believes it has adequately provided for such contingencies as of
December 31, 2010, 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.

(f) Line of Credit

The
Company maintains a $10.0 million line of credit with its primary bank, which expires on July 1, 2011. The letter of credit contains certain financial covenants requiring the Company to maintain an overall minimum tangible net worth level and
to maintain a minimum level of liquid assets. As of December 31, 2010, the Company was in compliance with these covenants. As of December 31, 2010, the Companys primary bank has issued, against the line of credit, two standby letters
of credit totaling $146,000. Other than issuing standby letters of credit, the Company has never drawn against the line of credit, nor have amounts ever been drawn against the standby letters of credit issued by the bank.

9. INCOME TAXES:

The
provision for income taxes attributable to continuing operations is based upon income (loss) before income taxes from continuing operations as follows (in thousands):



|         |  |                         |         |   |      |   |         |      |  |   |         |  
|-------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|         |  | Year Ended December 31, |        
|         |  | 2010                    |         |   | 2009 |   |         | 2008 | 
|Domestic |  | $                       | (31,730 | ) |      | $ | (32,793 | )    |  | $ | (25,842 | )
|Foreign  |  |                         | 719     |   |      |   | 502     |      |  |   | 308     |  
|         |  |                         |         |   |      |   |         |      |  |   |         |  
|         |  | $                       | (31,011 | ) |      | $ | (32,291 | )    |  | $ | (25,534 | )
|         |  |                         |         |   |      |   |         |      |  |   |         |  

The provision for income taxes consists of the following (in thousands):



|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|---------------------------------- |  | ----------------------- | --- |  | ---- | - | ---- | ---- |  | - | ---- | -
|                                   |  | Year Ended December 31, |    
|                                   |  | 2010                    |     |  | 2009 |   |      | 2008 | 
|Federal:                           |  |                         |     |  |      |   |      |      |  |   |      |  
|Current                            |  | $                       |    |  |      | $ | (392 | )    |  | $ | (195 | )
|Deferred                           |  |                         |    |  |      |   |     |      |  |   |     |  
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|Total federal provision            |  |                         |    |  |      |   | (392 | )    |  |   | (195 | )
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|State:                             |  |                         |     |  |      |   |      |      |  |   |      |  
|Current                            |  |                         | 4   |  |      |   | 4    |      |  |   | 5    |  
|Deferred                           |  |                         |    |  |      |   |     |      |  |   |     |  
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|Total state provision              |  |                         | 4   |  |      |   | 4    |      |  |   | 5    |  
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|Foreign:                           |  |                         |     |  |      |   |      |      |  |   |      |  
|Current                            |  |                         | 297 |  |      |   | 131  |      |  |   | 487  |  
|Deferred                           |  |                         |    |  |      |   |     |      |  |   |     |  
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|Total foreign provision            |  |                         | 297 |  |      |   | 131  |      |  |   | 487  |  
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  
|Total income tax expense (benefit) |  | $                       | 301 |  |      | $ | (257 | )    |  | $ | 297  |  
|                                   |  |                         |     |  |      |   |      |      |  |   |      |  



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The provision for income taxes differs from the amount estimated by applying the statutory
Federal income tax rate to income before taxes as follows (in thousands):



|                                     |  |                         |         |   |      |   |         |      |  |   |        |  
|------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                     |  | Year Ended December 31, |        
|                                     |  | 2010                    |         |   | 2009 |   |         | 2008 | 
|Federal tax at statutory rate of 35% |  | $                       | (10,854 | ) |      | $ | (11,302 | )    |  | $ | (8,937 | )
|State taxes, net of federal benefit  |  |                         | 2       |   |      |   | 2       |      |  |   | 5      |  
|U.S.-Foreign rate differential       |  |                         | 42      |   |      |   | 140     |      |  |   | 155    |  
|Change in Valuation Allowance        |  |                         | 11,136  |   |      |   | 11,052  |      |  |   | 9,766  |  
|Others                               |  |                         | (25     | ) |      |   | (149    | )    |  |   | (692   | )
|                                     |  |                         |         |   |      |   |         |      |  |   |        |  
|Total income tax expense (benefit)   |  | $                       | 301     |   |      | $ | (257    | )    |  | $ | 297    |  
|                                     |  |                         |         |   |      |   |         |      |  |   |        |  

As of December 31, 2010 and 2009, a valuation allowance has been recorded for the entire gross deferred
tax asset as a result of uncertainties regarding the realization of the asset balance. As of December 31, 2010 and 2009, the Company had no significant deferred tax liabilities. The components of the net deferred income tax asset are as follows
(in thousands):



|                                                    |  |              |          |   |      |   |         |  
|--------------------------------------------------- |  | ------------ | -------- | - | ---- | - | ------- | -
|                                                    |  | December 31, |         
|                                                    |  | 2010         |          |   | 2009 |  
|Net operating loss carry forwards                   |  | $            | 59,724   |   |      | $ | 53,443  |  
|Tax credit carry forwards                           |  |              | 18,274   |   |      |   | 17,098  |  
|Fixed and intangible assets                         |  |              | 7,349    |   |      |   | 7,040   |  
|Capitalized research and development costs          |  |              | 37       |   |      |   | 41      |  
|Reserves and other cumulative temporary differences |  |              | 24,924   |   |      |   | 16,017  |  
|                                                    |  |              |          |   |      |   |         |  
|Gross deferred income tax assets                    |  |              | 110,308  |   |      |   | 93,639  |  
|Valuation allowance                                 |  |              | (110,308 | ) |      |   | (93,639 | )
|                                                    |  |              |          |   |      |   |         |  
|Net deferred income tax assets                      |  | $            |         |   |      | $ |        |  
|                                                    |  |              |          |   |      |   |         |  

As of December 31, 2010, part of our valuation allowance on deferred tax assets pertains to certain tax
credits and net operating loss carry forwards. In the future, we will reduce the valuation allowance associated with these credits and losses upon the earlier of the period in which we utilize them to reduce the amount of income tax we would
otherwise be required to pay on our income tax returns, or when it becomes more likely than not that the deferred tax assets are realizable. In addition, the Internal Revenue Code of 1986, as amended, contains provisions that limit the net operating
loss and credit carryforwards available for use in any given period upon the occurrence of certain events, including a significant change in ownership interests. The Company performed an analysis of the ownership changes in 2001. Since that time,
some ownership changes may have occurred, which could cause certain of the Companys net operating loss and credit carryforwards to be limited in future periods.

As of December 31, 2010, the Company had net operating loss carryforwards of $188.7 million for federal income tax reporting purposes and $73.8 million for state income tax reporting purposes, which
expire at various dates through 2030. Of these amounts, a significant portion represents federal and state tax deductions from stock option compensation. The tax benefit from these deductions will be recorded as an adjustment to additional paid-in
capital in the year in which the benefit is realized. In addition, as of December 31, 2010, the Company had approximately $10.4 million and $11.9 million of tax credit carryforwards for increased research expenditures for federal and California
purposes, respectively. The federal research tax credits will expire at various dates if not utilized by 2030 and the state tax credit can be carried over indefinitely. In accordance with current Internal Revenue Code rules, federal net operating
loss carryforwards must be utilized in full before federal research and development tax credits can be used to offset current tax liabilities. As a result, depending on the Companys future taxable income in any given year, some or all of the
federal increased research tax credits, as well as portions of the Companys federal and state net operating loss carryforwards, may expire before being utilized.

Amounts held by foreign subsidiaries are generally subject to United States income taxation on repatriation to the United States. The Company currently intends to permanently reinvest its undistributed
earnings from its foreign subsidiaries outside the United States and United States income taxes have not been provided on cumulative total earnings of $8.2 million. It is not practicable to determine the income tax liability that might be incurred
if these earnings were to be distributed.



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The following is a rollforward of the Companys uncertain tax positions for the years
ended December 31, 2010 and 2009 (in thousands):



|                                        |  |                         |        |   |      |   |       |  
|--------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ----- | -
|                                        |  | Year Ended December 31, |       
|                                        |  | 2010                    |        |   | 2009 |  
|Balance as of the beginning of the year |  | $                       | 4,629  |   |      | $ | 4,662 |  
|Tax positions related to current year:  |  |                         |        |   |      |   |       |  
|Additions                               |  |                         | 340    |   |      |   | 353   |  
|Reductions                              |  |                         |       |   |      |   |      |  
|Tax positions related to prior years:   |  |                         |        |   |      |   |       |  
|Additions                               |  |                         | 575    |   |      |   | 1     |  
|Reductions                              |  |                         | (1     | ) |      |   | (190  | )
|Settlements                             |  |                         |       |   |      |   |      |  
|Lapses in statute of limitations        |  |                         | (1,006 | ) |      |   | (197  | )
|                                        |  |                         |        |   |      |   |       |  
|Balance as of the end of the year       |  | $                       | 4,537  |   |      | $ | 4,629 |  
|                                        |  |                         |        |   |      |   |       |  

Included in the balance of total unrecognized tax benefits at December 31, 2010 are potential benefits
of $773,000, which if recognized, would affect the effective rate on income from continuing operations.

On January 1,
2009, the Company had accrued interest and penalties related to the uncertain tax benefits of approximately $310,000. During 2009, the Company decreased the prior year balance by $149,000 and accrued $63,000 of additional penalties and interest.
During 2010, the Company decreased the prior year balance by $82,000 and accrued $65,000 of additional penalties and interest.

The Company is subject to taxation in the United States and various state and foreign jurisdictions. In the United States, the tax years
from 1993 remain open to examination by federal and most state tax authorities due to certain net operating loss and credit carryforward positions. In the foreign jurisdictions, the number of tax years open to examination by local tax authorities
ranges from three to six years.

On December 17, 2010, President Obama signed into law The Tax Relief, Unemployment
Reinsurance Reauthorization and Job Creation Act of 2010. Among many other tax initiatives, the new law extends the 50% bonus depreciation on eligible property through December 31, 2012 and allows for 100% bonus depreciation on eligible
property from September 9, 2010 through December 31, 2011. In addition, the federal credit for increased research expenditures has been extended for two years retroactive to January 1, 2010. As the Company anticipates it will continue
to be in a tax loss position for 2010, it will forego the bonus depreciation in its U.S. tax filings for the year ended December 31, 2010.

10. WARRANTY RESERVES:

When evaluating the reserve for warranty costs, management takes into consideration the term of the warranty coverage, the quantity of
product in the field that is currently under warranty, historical return rates, and historical costs of repair. In addition, certain other applicable factors, such as technical complexity, may also be taken into consideration when historical
information is not yet available for recently introduced products. Estimated reserves for warranty costs are 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 $904,000 as of December 31, 2010 and $1.0 million as of December 31, 2009.

11. RELATED PARTIES:

During the years ended December 31, 2010, 2009, and 2008, 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.



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From time to time, our Executive Chairman, M. Kenneth Oshman, uses his private plane or
charter aircraft for Company business for himself and any employees that accompany him. In August 2008, our Board of Directors approved a reimbursement arrangement whereby our company will reimburse Mr. Oshman for 50% of the costs incurred for
his private plane or charter aircraft travel used while on company business. Our Compensation Committee reaffirmed this arrangement in February 2011. Such costs include flight charges (subject to any discounted rate that may apply), fuel, fuel
surcharges, landing fees, crew costs and related expenses. During 2010, we recognized a total of approximately $96,000 in expenses pursuant to the reimbursement arrangement, all of which has been included in general and administrative expenses in
the Consolidated Statements of Operations. The Audit Committee of our board of directors regularly reviews these reimbursements.

In November 2009, our Board of Directors approved a similar reimbursement arrangement for our then President and Chief Executive Officer, Robert R. Maxfield, whereby our company would reimburse
Mr. Maxfield for 50% of the costs incurred for charter aircraft used while on company business. Alternatively, if Mr. Maxfield used his private plane while on company business, we would have reimbursed him for the cost of an equivalent
first class ticket on a commercial flight. During 2010, we recognized a total of approximately $1,000 in expense pursuant to the reimbursement arrangement, all of which has been included in general and administrative expenses in the Consolidated
Statements of Operations.

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. 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. 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. Both the development and supply agreement and the software enhancement agreement expire in December 2011, although delivery of products and
services can extend beyond those dates and the agreements may be extended under certain circumstances.

During 2010, we
recognized revenue from products and services sold to Enel and its designated manufacturers of approximately $4.6 million, none of which was included in accounts receivable at December 31, 2010. During 2009, we recognized revenue from products
and services sold to Enel and its designated manufacturers of approximately $10.5 million, $6.1 million of which was included in accounts receivable at December 31, 2009. During 2008, we recognized revenue from products and services sold to
Enel and its designated manufacturers of approximately $12.9 million.

On October 29, 2001, the Company loaned Russell
Harris, its Senior Vice President of Operations, $1,000,000 in connection with his principal residence. Mr. Harris issued the Company a promissory note secured by residential real estate. The note bore interest at the rate of 4.5% per
annum, compounded monthly. The interest that accrued under the note was due and payable in monthly installments over the nine year term of the note, and the principal was due and payable on October 29, 2010. The principal was paid in full by
Mr. Harris in June 2009. As of December 31, 2008, the outstanding principal balance was $1,000,000. During the years ended December 31, 2009 and 2008, interest paid by Mr. Harris was $22,000 and $45,000, respectively. While it
was outstanding, the terms of this loan were never amended.

12. RESTRUCTURING:

In December 2010, in order to adjust the Companys operating cost structure to more closely align with its 2011 operating plan, the
Company initiated a restructuring program consisting of a headcount reduction of 31 full-time employees worldwide. In connection with this restructuring plan, in the fourth quarter of 2010, the Company recorded restructuring charges of approximately
$1.2 million related to termination benefits for these personnel.



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The following table sets forth a summary of restructuring activities related to our
restructuring program (in thousands):



|                     |  |                |       |  |              |   |     |                  |  |   |       | 
|-------------------- |  | -------------- | ----- |  | ------------ | - | --- | ---------------- |  | - | ----- | 
|                     |  | Costs Incurred |       |  | CashPayments |   |     | December 31,2010 | 
|Termination benefits |  | $              | 1,212 |  |              | $ | (54 | )                |  | $ | 1,158 | 
|                     |  |                |       |  |              |   |     |                  |  |   |       | 

Accrued restructuring charges of approximately $1.2 million as of December 31, 2010 comprise the
remaining liability balance and are reflected in accrued liabilities on our Consolidated Balance Sheets. We expect to pay these accrued termination benefits through the first two quarter of 2011.

13. VALUATION AND QUALIFYING ACCOUNTS (in thousands):



|                                                 |  |                              |       |  |                                           |   |       |                                        |  |   |                        |  |  |   |     | 
|------------------------------------------------ |  | ---------------------------- | ----- |  | ----------------------------------------- | - | ----- | -------------------------------------- |  | - | ---------------------- |  |  | - | --- | 
|                                                 |  | Balance atBeginningof Period |       |  | Charged/(Credited) toRevenues andExpenses |   |       | Write-Off ofPreviouslyProvidedAccounts |  |   | Balance atEnd ofPeriod | 
|Year Ended December 31, 2010:                    |  |                              |       |  |                                           |   |       |                                        |  |   |                        |  |  |   |     | 
|Allowance for Doubtful Accounts                  |  | $                            | 350   |  |                                           | $ | 22    |                                        |  | $ | 11                     |  |  | $ | 361 | 
|Allowance for Customer Returns and Sales Credits |  | $                            | 827   |  |                                           | $ | 5,396 |                                        |  | $ | 5,639                  |  |  | $ | 584 | 
|Year Ended December 31, 2009:                    |  |                              |       |  |                                           |   |       |                                        |  |   |                        |  |  |   |     | 
|Allowance for Doubtful Accounts                  |  | $                            | 323   |  |                                           | $ | 27    |                                        |  | $ |                       |  |  | $ | 350 | 
|Allowance for Customer Returns and Sales Credits |  | $                            | 687   |  |                                           | $ | 5,441 |                                        |  | $ | 5,301                  |  |  | $ | 827 | 
|Year Ended December 31, 2008:                    |  |                              |       |  |                                           |   |       |                                        |  |   |                        |  |  |   |     | 
|Allowance for Doubtful Accounts                  |  | $                            | 330   |  |                                           | $ | (5    | )                                      |  | $ | 2                      |  |  | $ | 323 | 
|Allowance for Customer Returns and Sales Credits |  | $                            | 1,098 |  |                                           | $ | 7,058 |                                        |  | $ | 7,469                  |  |  | $ | 687 | 

14. SEGMENT:

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.

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 a smart grid system called the 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.

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, 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 December 31, 2010 and 2009, long-lived assets of approximately $37.0 million and
$41.6 million, respectively, were domiciled in the United States. Long-lived assets for all other locations are not material to the consolidated financial statements.



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The Company has three primary product lines: Utility, Commercial, and products and services
sold to Enel. Summary revenue information by product line for the years ended December 31, 2010, 2009, and 2008 is as follows (in thousands):



|           |  |                         |         |  |      |   |         |      |  |   |         | 
|---------- |  | ----------------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | 
|           |  | Year Ended December 31, |        
|           |  | 2010                    |         |  | 2009 |   |         | 2008 | 
|Utility    |  | $                       | 57,257  |  |      | $ | 48,271  |      |  | $ | 67,118  | 
|Commercial |  |                         | 49,135  |  |      |   | 44,549  |      |  |   | 54,040  | 
|Enel       |  |                         | 4,645   |  |      |   | 10,518  |      |  |   | 12,889  | 
|           |  |                         |         |  |      |   |         |      |  |   |         | 
|Total      |  | $                       | 111,037 |  |      | $ | 103,338 |      |  | $ | 134,047 | 
|           |  |                         |         |  |      |   |         |      |  |   |         | 

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 products are shipped to or the services are delivered. Summary revenue information by geography for the years ended December 31, 2010, 2009, and 2008 is as follows (in thousands):



|               |  |                         |         |  |      |   |         |      |  |   |         | 
|-------------- |  | ----------------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | 
|               |  | Year Ended December 31, |        
|               |  | 2010                    |         |  | 2009 |   |         | 2008 | 
|Americas:      |  |                         |         |  |      |   |         |      |  |   |         | 
|United States  |  | $                       | 24,275  |  |      | $ | 25,930  |      |  | $ | 31,090  | 
|Other Americas |  |                         | 2,494   |  |      |   | 1,816   |      |  |   | 2,358   | 
|               |  |                         |         |  |      |   |         |      |  |   |         | 
|Total Americas |  |                         | 26,769  |  |      |   | 27,746  |      |  |   | 33,448  | 
|               |  |                         |         |  |      |   |         |      |  |   |         | 
|EMEA:          |  |                         |         |  |      |   |         |      |  |   |         | 
|Denmark        |  |                         | 31,680  |  |      |   | 26,234  |      |  |   | 5,729   | 
|Germany        |  |                         | 19,637  |  |      |   | 18,259  |      |  |   | 25,564  | 
|Sweden         |  |                         | 3,040   |  |      |   | 4,516   |      |  |   | 34,079  | 
|Other EMEA     |  |                         | 19,186  |  |      |   | 16,647  |      |  |   | 22,940  | 
|               |  |                         |         |  |      |   |         |      |  |   |         | 
|Total EMEA     |  |                         | 73,543  |  |      |   | 65,656  |      |  |   | 88,312  | 
|               |  |                         |         |  |      |   |         |      |  |   |         | 
|APJ            |  |                         | 10,725  |  |      |   | 9,936   |      |  |   | 12,287  | 
|               |  |                         |         |  |      |   |         |      |  |   |         | 
|Total          |  | $                       | 111,037 |  |      | $ | 103,338 |      |  | $ | 134,047 | 
|               |  |                         |         |  |      |   |         |      |  |   |         | 

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

15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

The following tables set forth certain consolidated statement of operations data for each of the quarters in 2010 and 2009. This information has been derived from our quarterly unaudited consolidated
financial statements. The quarterly unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements included in this report and include all adjustments, consisting only of normal
recurring adjustments, that we consider necessary for a fair presentation of such information when read in conjunction with our annual audited consolidated financial statements and notes appearing in this report. The operating results for any
quarter do not necessarily indicate the results for any subsequent period or for the entire fiscal year.



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|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|----------------------------------------------- |  | ------------------------------------- | ------ | - | -------- | - | ------ | -------- |  | - | --------- | - |  | -------- | ------- | - | -------- | - | ------ | -------- |  | - | --------- | - |  | - | ------ | - |  | - | ------- | -
|                                                |  | Three Months Ended                    |       
|                                                |  | Dec.2010                              |        |   | Sep.2010 |   |        | June2010 |  |   | March2010 |   |  | Dec.2009 |         |   | Sep.2009 |   |        | June2009 |  |   | March2009 |  
|                                                |  | (in thousands, except per share data) |       
|Selected Quarterly Financial Data               |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |  
|Consolidated Statement of Operations Data:      |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Revenues:                                       |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Product                                         |  | $                                     | 37,897 |   |          | $ | 26,441 |          |  | $ | 25,784    |   |  | $        | 17,319  |   |          | $ | 37,997 |          |  | $ | 22,965    |   |  | $ | 21,836 |   |  | $ | 17,389  |  
|Service                                         |  |                                       | 913    |   |          |   | 683    |          |  |   | 1,173     |   |  |          | 827     |   |          |   | 837    |          |  |   | 710       |   |  |   | 810    |   |  |   | 794     |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Total revenues                                  |  |                                       | 38,810 |   |          |   | 27,124 |          |  |   | 26,957    |   |  |          | 18,146  |   |          |   | 38,834 |          |  |   | 23,675    |   |  |   | 22,646 |   |  |   | 18,183  |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Cost of revenues:                               |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Cost of product                                 |  |                                       | 21,325 |   |          |   | 14,083 |          |  |   | 15,147    |   |  |          | 9,167   |   |          |   | 22,076 |          |  |   | 12,838    |   |  |   | 12,259 |   |  |   | 9,640   |  
|Cost of service                                 |  |                                       | 594    |   |          |   | 567    |          |  |   | 706       |   |  |          | 597     |   |          |   | 622    |          |  |   | 547       |   |  |   | 601    |   |  |   | 648     |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Total cost of revenues                          |  |                                       | 21,919 |   |          |   | 14,650 |          |  |   | 15,853    |   |  |          | 9,764   |   |          |   | 22,698 |          |  |   | 13,385    |   |  |   | 12,860 |   |  |   | 10,288  |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Gross profit                                    |  |                                       | 16,891 |   |          |   | 12,474 |          |  |   | 11,104    |   |  |          | 8,382   |   |          |   | 16,136 |          |  |   | 10,290    |   |  |   | 9,786  |   |  |   | 7,895   |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Operating expenses:                             |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Product development                             |  |                                       | 10,164 |   |          |   | 8,438  |          |  |   | 7,857     |   |  |          | 8,303   |   |          |   | 8,852  |          |  |   | 8,850     |   |  |   | 8,642  |   |  |   | 9,091   |  
|Sales and marketing                             |  |                                       | 6,599  |   |          |   | 6,003  |          |  |   | 5,963     |   |  |          | 6,497   |   |          |   | 6,869  |          |  |   | 5,279     |   |  |   | 5,655  |   |  |   | 5,722   |  
|General and administrative                      |  |                                       | 4,532  |   |          |   | 4,756  |          |  |   | 4,129     |   |  |          | 4,230   |   |          |   | 4,152  |          |  |   | 3,717     |   |  |   | 4,086  |   |  |   | 3,787   |  
|Restructuring charges                           |  |                                       | 1,212  |   |          |   |       |          |  |   |          |   |  |          |        |   |          |   |       |          |  |   |          |   |  |   |       |   |  |   |        |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Total operating expenses                        |  |                                       | 22,507 |   |          |   | 19,197 |          |  |   | 17,949    |   |  |          | 19,030  |   |          |   | 19,873 |          |  |   | 17,846    |   |  |   | 18,383 |   |  |   | 18,600  |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Loss from operations                            |  |                                       | (5,616 | ) |          |   | (6,723 | )        |  |   | (6,845    | ) |  |          | (10,648 | ) |          |   | (3,737 | )        |  |   | (7,556    | ) |  |   | (8,597 | ) |  |   | (10,705 | )
|Interest and other income (expense), net        |  |                                       | 13     |   |          |   | (559   | )        |  |   | 504       |   |  |          | 435     |   |          |   | 130    |          |  |   | (91       | ) |  |   | (377   | ) |  |   | 310     |  
|Interest expense on lease financing obligations |  |                                       | (384   | ) |          |   | (390   | )        |  |   | (396      | ) |  |          | (402    | ) |          |   | (409   | )        |  |   | (415      | ) |  |   | (419   | ) |  |   | (425    | )
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Loss before provision for income taxes          |  |                                       | (5,987 | ) |          |   | (7,672 | )        |  |   | (6,737    | ) |  |          | (10,615 | ) |          |   | (4,016 | )        |  |   | (8,062    | ) |  |   | (9,393 | ) |  |   | (10,820 | )
|Income tax expense (benefit)                    |  |                                       | 49     |   |          |   | 170    |          |  |   | 136       |   |  |          | (54     | ) |          |   | (288   | )        |  |   | 155       |   |  |   | 131    |   |  |   | (255    | )
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Net loss                                        |  | $                                     | (6,036 | ) |          | $ | (7,842 | )        |  | $ | (6,873    | ) |  | $        | (10,561 | ) |          | $ | (3,728 | )        |  | $ | (8,217    | ) |  | $ | (9,524 | ) |  | $ | (10,565 | )
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Loss per share:                                 |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Basic                                           |  | $                                     | (0.14  | ) |          | $ | (0.19  | )        |  | $ | (0.17     | ) |  | $        | (0.26   | ) |          | $ | (0.09  | )        |  | $ | (0.20     | ) |  | $ | (0.23  | ) |  | $ | (0.26   | )
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Diluted                                         |  | $                                     | (0.14  | ) |          | $ | (0.19  | )        |  | $ | (0.17     | ) |  | $        | (0.26   | ) |          | $ | (0.09  | )        |  | $ | (0.20     | ) |  | $ | (0.23  | ) |  | $ | (0.26   | )
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Shares used in net loss per share calculation:  |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Basic                                           |  |                                       | 41,639 |   |          |   | 41,560 |          |  |   | 41,298    |   |  |          | 41,072  |   |          |   | 40,967 |          |  |   | 40,759    |   |  |   | 40,658 |   |  |   | 40,508  |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  
|Diluted                                         |  |                                       | 41,639 |   |          |   | 41,560 |          |  |   | 41,298    |   |  |          | 41,072  |   |          |   | 40,967 |          |  |   | 40,759    |   |  |   | 40,658 |   |  |   | 40,508  |  
|                                                |  |                                       |        |   |          |   |        |          |  |   |           |   |  |          |         |   |          |   |        |          |  |   |           |   |  |   |        |   |  |   |         |  



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SIGNATURES

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.

March 15, 2011



ECHELON CORPORATIONBy:

/S/ OLIVER R.
STANFIELDOliver R. StanfieldExecutive Vice President and Chief Financial Officer(Duly Authorized Officer and Principal Financialand Accounting Officer)


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald Sege and Oliver R. Stanfield his true and lawful attorney-in-fact and agent, with full
power of substitution and, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF
THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.



|                                                              |  |                                                                                                             |  |               
|------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------
|Signatures                                                    |  | Title                                                                                                       |  | Date          
|                                                              |  |                                                                                                            
|/S/ RONALD SEGE
Ronald Sege                                   |  | President and Chief
Executive Officer and Director
(Principal Executive Officer)                            |  | March 15, 2011
|                                                              |  |                                                                                                            
|/S/ OLIVER R. STANFIELD
Oliver R. Stanfield                   |  | Executive Vice President and Chief
Financial Officer (Principal Financial
and Principal Accounting Officer) |  | March 15, 2011
|                                                              |  |                                                                                                            
|/S/ M. KENNETH OSHMAN
M. Kenneth Oshman                       |  | Executive Chairman                                                                                          |  | March 3, 2011 
|                                                              |  |                                                                                                            
|/S/ ARMAS CLIFFORD MARKKULA,
JR. Armas Clifford Markkula, Jr. |  | Vice Chairman                                                                                               |  | March 3, 2011 
|                                                              |  |                                                                                                            
|/S/ ROBYN M. DENHOLM
Robyn M. Denholm                         |  | Director                                                                                                    |  | March 14, 2011
|                                                              |  |                                                                                                            
|/S/ ROBERT J. FINOCCHIO,
JR. Robert J. Finocchio, Jr.         |  | Director                                                                                                    |  | March 3, 2011 
|                                                              |  |                                                                                                            
|/S/ ROBERT R. MAXFIELD
Robert R. Maxfield                     |  | Director                                                                                                    |  | March 5, 2011 
|                                                              |  |                                                                                                            
|/S/ RICHARD M. MOLEY
Richard M. Moley                         |  | Director                                                                                                    |  | March 3, 2011 
|                                                              |  |                                                                                                            
|/S/ BETSY RAFAEL
Betsy Rafael                                 |  | Director                                                                                                    |  | March 14, 2011
|                                                              |  |                                                                                                            
|/S/ LARRY W. SONSINI
Larry W. Sonsini                         |  | Director                                                                                                    |  | March 4, 2011 



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EXHIBIT INDEX



|                        |  |                                                                                                                                                                                       
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.             |  | Description of Document                                                                                                                                                               
|3.2(1)                  |  | Amended and Restated Certificate of Incorporation of Registrant.                                                                                                                      
|                        | 
|3.3(2)                  |  | Amended and Restated Bylaws of Registrant.                                                                                                                                            
|                        | 
|4.1(3)                  |  | Form of Registrants Common Stock Certificate.                                                                                                                                        
|                        | 
|4.2(4)                  |  | Second Amended and Restated Modification Agreement dated May 15, 1997.                                                                                                                
|                        | 
|10.1(4)                 |  | Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers.                                                                       
|                        | 
|10.2(10)+               |  | 1997 Stock Plan (as amended and restated March 26, 2004)                                                                                                                              
|                        | 
|10.2(a)(5)+             |  | Form of 1997 Stock Plan Stock Option Agreement with early exercise feature                                                                                                            
|                        | 
|10.2(b)(5)+             |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement with early exercise feature                                                                                               
|                        | 
|10.2(c)(6)+             |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement                                                                                                                           
|                        | 
|10.2(d)(5)+             |  | Form of 1997 Stock Plan Performance Share Agreement (re: non-standard vesting schedule)                                                                                               
|                        | 
|10.2(e)(5)+             |  | Form of 1997 Stock Plan Performance Share Agreement for non-US employees                                                                                                              
|                        | 
|10.2(f)(5)+             |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria for non-US employees                                                                      
|                        | 
|10.2(g)(5)+             |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non-US employees                                                                                                       
|                        | 
|10.2(h)(5)+             |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria                                                                                           
|                        | 
|10.2(i)(5)+             |  | Form of 1997 Stock Plan Performance Share Agreement                                                                                                                                   
|                        | 
|10.2(j)(13)+            |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement                                                                                                                            
|                        | 
|10.2(k)(7)+             |  | Form of 1997 Stock Plan Performance Share Agreement for US-based corporate officers                                                                                                   
|                        | 
|10.2(l)(11)+            |  | Form of 1997 Stock Plan Performance Share Agreement for non US-based corporate officers                                                                                               
|                        | 
|10.2(m)(7)+             |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for US-based corporate officers                                                                                            
|                        | 
|10.2(n)(7)+10.2(o)(12)+ |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non US-based corporate officers
Form of 1997 Stock Plan Restricted Stock Award Agreement                               
|                        | 
|10.3(4)+                |  | 1988 Stock Option Plan and forms of related agreements.                                                                                                                               
|                        | 
|10.4(4)                 |  | Second Amended and Restated Modification Agreement dated May 15, 1997 (included in Exhibit 4.2).                                                                                      
|                        | 
|10.5(4)                 |  | Form of International Distributor Agreement.                                                                                                                                          
|                        | 
|10.6(4)                 |  | Form of OEM License Agreement.                                                                                                                                                        
|                        | 
|10.7(4)                 |  | Form of Software License Agreement.                                                                                                                                                   
|                        | 
|10.8(4)                 |  | International Distributor Agreement between the Company and EBV Elektronik GmbH as of
December 1, 1997.                                                                               
|                        | 
|10.9(8)+                |  | 1998 Director Option Plan.                                                                                                                                                            
|                        | 
|10.10(9)                |  | Building 1 Lease Agreement dated December 30, 1999                                                                                                                                    
|                        | 
|10.11(9)                |  | First Amendment to Building 1 Lease Agreement dated May 10, 2000                                                                                                                      
|                        | 
|10.12(9)                |  | Echelon Corporation Common Stock Purchase Agreement with ENEL S.p.A. dated June 30, 2000                                                                                              
|                        | 
|10.13(9)                |  | Second Amendment to Building 1 Lease Agreement dated September 22, 2000                                                                                                               
|                        | 
|10.14(9)                |  | Building 2 Lease Agreement dated November 15, 2001                                                                                                                                    
|                        | 
|10.15(9)                |  | Third Amendment to Building 1 Lease Agreement dated April 10, 2008                                                                                                                    
|                        | 
|10.16(9)                |  | First Amendment to Building 2 Lease Agreement dated April 10, 2008                                                                                                                    
|                        | 
|10.17(14)               |  | Form of Value Added Reseller Agreement                                                                                                                                                
|                        | 
|21.1(3)                 |  | Subsidiaries of the Registrant.                                                                                                                                                       
|                        | 
|23.1                    |  | Consent of KPMG LLP, Independent Registered Public Accounting Firm.                                                                                                                   
|                        | 
|24.1(4)                 |  | Power of Attorney (see signature page).                                                                                                                                               
|                        | 
|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.



|+ | Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000, filed
on November 14, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated August 16, 2007, filed on August 17, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1/A filed on July 9, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1 filed on June 1, 1998.
|--- | --------------------------------------------------------------------------------------------------------------

|(5) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on
March 16, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated herein by reference to the Registrants Current Report Form 8-K dated April 12, 2007, filed on April 18, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------



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|(7) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on
August 11, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on August 21, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------

|(9) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K/A for the fiscal year ended December 31, 2008, filed on
March 11, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on June 1, 2005.
|---- | --------------------------------------------------------------------------------------------------------------

|(11) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on August 6, 2010.
|---- | ----------------------------------------------------------------------------------------------------------------

|(12) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, filed
on November 3, 2010
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on
March 17, 2008
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on
March 16, 2010
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------



82