UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02           Results of Operations and Financial Condition.

On April 26, 2013, Itron, Inc. (the Company) issued a press release announcing its financial results for the three months ended March 31, 2013.  

A copy of this press release and accompanying financial statements are attached as Exhibit 99.1.

Item 9.01           Financial Statements and Exhibits.

(d)  Exhibits.

The information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified in Itron, Inc.’s Annual Report on Form 10-K and other of the Company’s filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.

SIGNATURE

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

EXHIBIT INDEX

Exhibit 99.1

Itron Announces First Quarter 2013 Financial Results

LIBERTY LAKE, Wash.--(BUSINESS WIRE)--April 26, 2013--Itron, Inc. (NASDAQ:ITRI) announced today financial results for its first quarter ended March 31, 2013. Highlights include:

• Quarterly revenues of $448 million;
• Quarterly GAAP diluted net earnings per share of 6 cents;
• Quarterly non-GAAP diluted net earnings per share of 31 cents;
• Quarterly adjusted EBITDA of $27 million;
• Twelve-month backlog of $565 million and total backlog of $1 billion; and
• Quarterly bookings of $447 million.

“First quarter revenues were down compared to last year, as expected. Core electricity and water revenues increased, offset by the successful completion of several large OpenWay deployments in North America in 2012,” said Philip Mezey, Itron’s president and chief executive officer. “Overall, lower volumes pressured our gross margin in the quarter while sales, marketing, and general and administrative expenses declined compared with last year. As Itron invests in innovation for the long-term to support smart metering projects around the world, our near-term focus is to improve operating performance through efficiencies. I remain confident about our industry’s future growth prospects and confident in Itron’s ability to lead the transformation to smarter grids and smarter cities.”

Financial Results

Revenues for the quarter were $448 million compared with $572 million in the same period in 2012. Excluding an unfavorable impact of $5 million from changes in foreign currency exchange rates, revenues for the quarter decreased $119 million compared with the prior year period. This decrease was driven by $118 million of lower revenue in the Energy segment related to the completion of several OpenWay projects in North America. The company’s other electricity revenues grew by 10 percent, water revenues grew by 1.5 percent, and other gas revenues declined by 12 percent on a constant currency basis.

Gross margin for the quarter was 31 percent compared with the prior year period margin of 32 percent, driven primary by lower volumes. Gross margin for the Energy segment decreased slightly over the prior year as benefits from efficiencies and lower warranty costs were offset by lower volumes. The gross margin for the Water segment decreased 320 basis points due to an increase in professional services which have lower margins.

GAAP operating expenses were $138 million in the quarter compared with $143 million in the same period last year. The decrease was due to a favorable impact from changes in foreign currency exchange rates of $1 million, decreased corporate general and administrative costs, lower sales and marketing costs in both the Energy and Water segments, and lower intangible asset amortization costs. GAAP operating income for the quarter was $2.3 million compared with $39.6 million in the respective 2012 period. The decrease was attributable to lower gross profit and higher operating expenses as a percent of revenue, driven by the company’s investment in product development, sales and marketing for future global smart metering projects.

GAAP net income and diluted earnings per share (EPS) for the quarter was $2.6 million, or 6 cents per share, compared with net income of $25 million, or 63 cents per share, during the same period in 2012. The decrease in 2013 net income for the quarter was driven by lower gross profit primarily from lower revenues, partially offset by a tax benefit due to the recognition of a $4 million research and development credit related to 2012.

Non-GAAP operating expenses for the quarter, which excludes amortization of intangibles, restructuring charges and acquisition related expenses, decreased $3 million over prior year. The decrease was driven by lower global sales and marketing and corporate general and administrative costs. Non-GAAP operating income was $14.7 million compared with $54.3 million in the same period in 2012. The decrease was attributable to lower gross profit and higher operating expenses as a percent of revenue, driven by the company’s investment in product development, sales and marketing for future global smart metering projects. Non-GAAP net income and diluted EPS for the quarter was $12 million, or 31 cents per share, compared with $36 million, or 91 cents per share, for the same period in 2012. The decrease in non-GAAP net income for the quarter was due to lower gross profit, driven primarily from lower revenues partially offset by the impact of a tax benefit due to the recognition of the 2012 research and development credit.

Free cash flow for the quarter was negative $14 million compared with a positive $42 million in the first quarter of 2012. The decrease over the prior year was due to lower earnings coupled with an increase in trade working capital primarily related to accounts receivables and higher inventory levels intended to be used in future quarters.

Earnings Conference Call:

Itron will host a conference call to discuss the financial results contained in this release at 8:30 a.m. Eastern Time (ET) on April 26, 2013. The call will be webcast in a listen-only mode. The webcast and conference call materials will be made available 15 minutes before the start of the call and are accessible on Itron’s website at http://investors.itron.com/events.cfm. The webcast replay will be available within 90 minutes of the conclusion of the live call and will be available for two weeks. A telephone replay of the conference call will be available at 1:30 p.m. ET on April 26, 2013 through 1:30 p.m. ET on May 1, 2013. To access the telephone replay dial 888-203-1112 or 719-457-0820 and enter pass code 4066711.

About Itron

Itron is a global technology company. We build solutions that help utilities measure, monitor and manage energy and water. Our broad product portfolio includes electricity, gas, water and thermal energy measurement and control technology; communications systems; software; and professional services. With thousands of employees supporting nearly 8,000 utilities in more than one hundred countries, Itron empowers utilities to responsibly and efficiently manage energy and water resources. Join us in creating a more resourceful world, start here: www.itron.com.

Non-GAAP Financial Information:

To supplement our consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA and free cash flow. We provide these non-GAAP financial measures because we believe they provide greater transparency and represent supplemental information used by management in its financial and operational decision making. Specifically, these non-GAAP financial measures are provided to enhance investors’ overall understanding of our current financial performance and our future anticipated performance by excluding infrequent or non-cash costs, particularly those associated with acquisitions. We exclude certain costs in our non-GAAP financial measures as we believe the net result is a measure of our core business. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. Our non-GAAP financial measures may be different from those reported by other companies. A more detailed discussion of why we use non-GAAP financial measures, the limitations of using such measures, and reconciliations between non-GAAP and the nearest GAAP financial measures are included in this press release.

Statements of operations, segment information, balance sheets, cash flow statements and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures follow.

Itron, Inc.

About Non-GAAP Financial Measures

The accompanying press release contains non-GAAP financial measures. To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures please see the table captioned “Reconciliations of Non-GAAP Financial Measures to Most Directly Comparable GAAP Financial Measures.”

We use these non-GAAP financial measures for financial and operational decision making and as a means for determining executive compensation. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and ability to service debt by excluding certain expenses that may not be indicative of our recurring core operating results. These non-GAAP financial measures facilitate management’s internal comparisons to our historical performance as well as comparisons to our competitors’ operating results. Our executive compensation plans exclude non-cash charges related to amortization of intangibles and non-recurring discrete cash and non-cash charges that are infrequent in nature such as purchase accounting adjustments, restructuring charges or goodwill impairment charges. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. We believe these non-GAAP financial measures are useful to investors because they provide greater transparency with respect to key metrics used by management in its financial and operational decision making and because they are used by our institutional investors and the analyst community to help them analyze the health of our business.

Non-GAAP operating expense and non-GAAP operating income – We define non-GAAP operating expense as operating expense excluding certain expenses related to the amortization of intangible assets, restructuring and acquisitions. We define non-GAAP operating income as operating income excluding the expenses related to the amortization of intangible assets, restructuring and acquisitions. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of expenses that are related to previous acquisitions and restructurings. By excluding these expenses, we believe that it is easier for management and investors to compare our financial results over multiple periods and analyze trends in our operations. For example, expenses related to amortization of intangible assets are now decreasing, which is improving GAAP operating margins, yet the improvement in GAAP operating margins due to this lower expense is not necessarily reflective of an improvement in our core business. There are some limitations related to the use of non-GAAP operating expense and non-GAAP operating income versus operating expense and operating income calculated in accordance with GAAP. Non-GAAP operating expense and non-GAAP operating income exclude some costs that are recurring. Additionally, the expenses that we exclude in our calculation of non-GAAP operating expense and non-GAAP operating income may differ from the expenses that our peer companies exclude when they report the results of their operations. We compensate for these limitations by providing specific information about the GAAP amounts we have excluded from our non-GAAP operating expense and non-GAAP operating income and evaluating non-GAAP operating expense and non-GAAP operating income together with GAAP operating expense and GAAP operating income.

Non-GAAP net income and non-GAAP diluted EPS – We define non-GAAP net income as net income excluding the expenses associated with amortization of intangible assets, restructuring, acquisitions and amortization of debt placement fees. We define non-GAAP diluted EPS as non-GAAP net income divided by the weighted average shares, on a diluted basis, outstanding during each period. We consider these financial measures to be useful metrics for management and investors for the same reasons that we use non-GAAP operating income. The same limitations described above regarding our use of non-GAAP operating income apply to our use of non-GAAP net income and non-GAAP diluted EPS. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP measures and evaluating non-GAAP net income and non-GAAP diluted EPS together with GAAP net income and GAAP diluted EPS.

Adjusted EBITDA – We define adjusted EBITDA as net income (a) minus interest income, (b) plus interest expense, depreciation and amortization of intangible asset expenses and restructuring expense, and (c) exclude the tax expense or benefit. We believe that providing this financial measure is important for management and investors to understand our ability to service our debt as it is a measure of the cash generated by our core business. Management uses adjusted EBITDA as a performance measure for executive compensation. A limitation to using adjusted EBITDA is that it does not represent the total increase or decrease in the cash balance for the period and the measure includes some non-cash items and excludes other non-cash items. Additionally, the items that we exclude in our calculation of adjusted EBITDA may differ from the items that our peer companies exclude when they report their results. Management compensates for this limitation by providing a reconciliation of this measure to GAAP net income.

Free cash flow – We define free cash flow as net cash provided by operating activities less cash used for acquisitions of property, plant and equipment. We believe free cash flow provides investors with a relevant measure of liquidity and a useful basis for assessing our ability to fund our operations and repay our debt. The same limitations described above regarding our use of non-GAAP operating income apply to our use of free cash flow. We compensate for these limitations by providing specific information regarding the GAAP amounts and reconciling to free cash flow.

The accompanying tables have more detail on the GAAP financial measures that are most directly comparable to the non-GAAP financial measures and the related reconciliations between these financial measures.

CONTACT:
Itron, Inc.
Barbara Doyle, 509-891-3443
Vice President, Investor Relations
or
Marni Pilcher, 509-891-3847
Director, Investor Relations