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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

In connection with its financing activities, Itron Inc. (“Itron”) is disclosing certain information, including certain pro forma financial information, to certain potential investors.  Pursuant to Regulation FD, Itron is furnishing such information as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and the exhibit attached to this Current Report as Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 8.01 Other Events

On January 17, 2018, Itron issued a press release announcing the commencement of a private offering of an additional $100 million aggregate principal amount of its 5.000% senior notes due 2026 (the “Notes”), subject to market and other conditions. A copy of the press release is attached hereto as Exhibit 99.2. The Notes and the related guarantees will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01          Financial Statements and Exhibits.

(d)     Exhibits.

* These exhibits are intended to be furnished and shall not be deemed filed for purposes of the Exchange Act.

This report may contain “forward-looking” statements, as defined in federal securities laws including the Private Securities Litigation Reform Act of 1995, which are based on our current expectations, estimates, forecasts and projections.  Statements that are not historical facts, including statements about beliefs, plans and expectations are forward-looking statements.  Statements that include words such as “anticipates”, “expects”, “intends”, “plans”, “predicts”, “believes”, “seeks”, “estimates”, “may”, “will”, “should”, “would”, “potential”, “continue”, “goals”, “targets” and variations of these words (or negatives of these words) or similar expressions of a future or forward-looking nature identify forward-looking statements.  In addition, any statements that refer to projections or other characterizations of future events or circumstances, including any underlying assumptions are forward-looking statements.  Forward-looking statements are based on current expectations and are subject to a number of risks, factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  Important factors and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements include, without limitation: the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the impact of indebtedness incurred by Itron in connection with the acquisition of Itron Networked Solutions, Inc. (fka Silver Spring Networks, Inc.) and the potential impact on the rating of indebtedness of Itron; the effects of the business combination of Itron and Itron Networked Solutions, Inc., including the combined company’s future financial condition, operating results, strategy and plans.

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.

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Exhibit 99.1

On December 22, 2017, President Trump signed an act referred to as the “Tax Cuts and Jobs Act” (the “TCJA”), generally effective for taxable years beginning after December 31, 2017. The TCJA includes substantial amendments to the Internal Revenue Code of 1986 (as amended, the “Code”) that significantly change the taxation of individuals and business entities, including the taxation of offshore earnings and the deductibility of interest. Some of the amendments could adversely affect our business and financial condition.

Although we are currently evaluating the impact of the TCJA on our business, significant uncertainty exists with respect to how the TCJA will affect our business. Some of this uncertainty will not be resolved until clarifying Treasury regulations are promulgated or other relevant authoritative guidance is published. We believe the TCJA is likely to result in a material impact to our financial statements for the year ended December 31, 2017 due to the adjustments required to tax assets on our balance sheet.

Exhibit 99.2

Itron, Inc. Announces Proposed Offering of Additional $100 Million of 5.000% Senior Notes Due 2026

LIBERTY LAKE, Wash.--(BUSINESS WIRE)--January 17, 2018--Itron, Inc. (Nasdaq: ITRI) (the “Company”) today announced the commencement of a private offering of $100 million aggregate principal amount of additional 5.000% senior notes due 2026 (the “Notes”), subject to market and other conditions. The Notes being offered are additional notes under the indenture pursuant to which the Company issued $300 million aggregate principal amount of its 5.000% senior notes due 2026 on Dec. 22, 2017. The Notes will be treated as a single series with, and will have the same terms as, the existing 2026 notes.

The Company intends to use the net proceeds from the offering of the Notes to refinance existing indebtedness, pay related fees and expenses and for general corporate purposes.

The Notes will be offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell the securities described herein. There shall not be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No Offer or Solicitation

This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law.

Forward-Looking Statements

This communication may contain “forward-looking” statements, as defined in federal securities laws including the Private Securities Litigation Reform Act of 1995, which are based on our current expectations, estimates, forecasts and projections. Statements that are not historical facts, including statements about beliefs, plans and expectations are forward-looking statements. Statements that include words such as “anticipates”, “expects”, “intends”, “plans”, “predicts”, “believes”, “seeks”, “estimates”, “may”, “will”, “should”, “would”, “potential”, “continue”, “goals”, “targets” and variations of these words (or negatives of these words) or similar expressions of a future or forward-looking nature identify forward-looking statements. In addition, any statements that refer to projections or other characterizations of future events or circumstances, including any underlying assumptions are forward-looking statements. Forward-looking statements are based on current expectations and are subject to a number of risks, factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Important factors and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements include, without limitation: the parties’ ability to meet expectations regarding the accounting and tax treatments of the Itron Networked Solutions, Inc. (aka Silver Spring Networks, Inc.) merger (the “SSNI Acquisition”); the impact of indebtedness incurred by Itron in connection with the SSNI Acquisition and the potential impact on the rating of indebtedness of Itron; and the effects of the business combination of Itron and Itron Networked Solutions, Inc., including the combined company’s future financial condition, operating results, strategy and plans.

About Itron

Itron is a world-leading technology and services company dedicated to the resourceful use of energy and water. We provide comprehensive solutions that measure, manage and analyze energy and water. Our broad product portfolio includes electricity, gas, water and thermal energy measurement devices and control technology; communications systems; software; as well as managed and consulting services. With thousands of employees supporting nearly 8,000 customers in more than 100 countries, Itron applies knowledge and technology to better manage energy and water resources. Together, we can create a more resourceful world. Join us: www.itron.com.

Itron® is a registered trademark of Itron, Inc. All third-party trademarks are property of their respective owners and any usage herein does not suggest or imply any relationship between Itron and the third party unless expressly stated.

CONTACT:
Itron, Inc.
Barbara Doyle
Vice President, Investor Relations
(509) 891-3443
barbara.doyle@itron.com
or
Rebecca Hussey
Program Manager, Investor Relations
(509) 891-3574
rebecca.hussey@itron.com