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))

On August 1, 2012, Itron, Inc. (the Company) issued a press release announcing its financial results for the three and six months ended June 30, 2012.  

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

(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 Second Quarter 2012 Financial Results

LIBERTY LAKE, Wash.--(BUSINESS WIRE)--August 1, 2012--Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter and six months ended June 30, 2012. Highlights include:

• Quarterly and six month revenues of $579 million and $1.2 billion;
• Quarterly and six month GAAP diluted net earnings per share of 79 cents and $1.42;
• Quarterly and six month non-GAAP diluted net earnings per share of $1.16 and $2.06;
• Six month cash flow from operations and free cash flow of $92 million and $69 million;
• Quarterly and six month adjusted EBITDA of $81 million and $148 million;
• Twelve-month backlog of $637 million and total backlog of $1.1 billion; and
• Quarterly bookings of $447 million.

“I am pleased with our business execution in the second quarter,” said LeRoy Nosbaum, Itron’s president and chief executive officer. “While revenue was flat year-over-year at constant currency, we improved gross margin in both segments as we continue to focus on efficiencies and resource prioritization. We are executing well on a number of initiatives, including our global manufacturing restructuring and the integration of our recent SmartSynch acquisition, and we continue to invest in our sales teams and product development efforts to position us for upcoming global smart grid opportunities.”

Financial Results

Revenues were $579 million for the quarter and $1.2 billion for the first six months of 2012, compared with $612 million and $1.2 billion in the same periods in 2011. Changes in foreign currency exchange rates unfavorably impacted revenue by $35 million for the quarter and $48 million for the first six months of 2012. Excluding the impact from foreign currency, revenues increased $2 million over the prior year quarter and $22 million over the six month period of 2011. Revenue for the quarter and first six months, excluding the foreign currency impact, increased due to OpenWay project revenue in North America and growth in the Water segment, offset by a decrease in Gas revenue. Approximately $4 million in revenue was included in the quarter and first six months of 2012 related to our acquisition of SmartSynch which was finalized on May 1, 2012.

Gross margin for the quarter was 34.0 percent compared with the prior year period margin of 31.3 percent. For the first six months of 2012, gross margin was 33.0 percent compared with 32.0 percent in the prior year period. Gross margin improved over the prior year for the quarter and first six months primarily due to lower warranty costs, which positively impacted gross margin by 1.6 percentage points in the quarter and 0.3 percentage points in the six month period, improved gross margin on OpenWay projects, product mix and lower manufacturing costs in both the Energy and Water segments.

GAAP operating expenses were $151 million in the quarter and $294 million for the first six months of 2012, compared with $144 million and $279 million in the same periods of 2011. Changes in foreign currency exchange rates favorably impacted operating expenses by $8 million for the quarter and $12 million for the first six months of 2012. The increase in expenses for the quarter and six month period was due to an increase of approximately $5 million related to the inclusion of SmartSynch’s operations, increased global sales and marketing activity and product development efforts, and higher restructuring costs. GAAP operating income for the quarter and first six months of 2012 was $46 million and $86 million, compared with $48 million and $98 million in the respective 2011 periods. Changes in foreign currency rates reduced operating income $1 million in the quarter and $2 million in the first six months of 2012.

Net interest expense was $2.4 million for the quarter and $4.7 million for the six month period compared with $11.3 million and $23.1 million in the same periods last year. The decrease in net interest expense was due to a reduced principal balance and lower effective interest rates. The company refinanced its bank debt in August 2011 which significantly reduced the interest rate.

GAAP net income and diluted EPS for the quarter and six month period was $31.6 million, or 79 cents per share, and $57.0 million, or $1.42 per share. This compares to net income of $34.4 million, or 84 cents per share, and $61.6 million, or $1.50 per share in the same periods in 2011. The 2012 net income for the quarter and first six months was positively impacted by decreased interest expense which was offset by an increase in tax expense driven by discrete tax benefits recognized in the prior year.

Non-GAAP operating expenses for the quarter and six month period, which excludes amortization of intangibles, restructuring charges and acquisition related expenses, increased $4 million and $13 million over the respective periods in 2011. The increase in non-GAAP operating expenses for both periods was due to an increase of approximately $4 million related to the inclusion of SmartSynch’s operations, increased global sales and marketing activity and product development efforts. Foreign currency favorably impacted non-GAAP operating expenses by $7 million in the quarter and $10 million in the first six months of 2012. Non-GAAP operating income was $67 million and $122 million for the quarter and six month period, compared with $66 million and $132 million in the same periods in 2011. Changes in foreign currency rates reduced non-GAAP operating income $3 million in the quarter and the first six months of 2012.

Non-GAAP net income and diluted EPS for the quarter and six month period was $46.5 million, or $1.16 per share, and $82.9 million, or $2.06 per share. This compares to $49.1 million or $1.20 per share, and $89.7 million, or $2.18 per share in the same periods in 2011. Non-GAAP net income for the quarter was positively impacted by improved gross margin and decreased interest expense, offset by increased tax expense. The decrease in non-GAAP net income for the six month period was due to higher operating expenses and increased tax expense, partially offset by decreased interest expense.

During the quarter, the company repurchased 419,600 shares of Itron common stock at an average price of $36.66 per share pursuant to Board authorization to repurchase up to $100 million of Itron common stock during a 12 month period beginning October 2011. As of June 30, 2012 the company had repurchased approximately 1.5 million shares of Itron common stock at an average price of $36.33 per share since inception of the program, representing 3.7 percent of total shares outstanding as of October 2011.

Financial Guidance

Itron’s guidance for the full-year 2012 is as follows:

• Revenue between $2.1 billion and $2.2 billion

• Non-GAAP diluted EPS between $3.80 and $4.00

The company’s guidance assumes a gross margin of approximately 33.5 percent for the year, a Euro to U.S. dollar average exchange rate of $1.23 for the second half of 2012, average shares outstanding of approximately 40 million and a non-GAAP effective tax rate for the year of 27 percent.

Earnings Conference Call:

Itron will host a conference call to discuss the financial results and guidance contained in this release at 5:00 p.m. Eastern Daylight Time (EDT) on August 1, 2012. The call will be webcast in a listen-only mode. Webcast information and conference call materials will be made available 15 minutes before the start of the call and are accessible on Itron’s website at www.itron.com under the Investors page. The webcast replay will begin after the conclusion of the live call and will be available for two weeks. A telephone replay of the call will also be available approximately one hour after the conclusion of the live call, for 48 hours, and is accessible by dialing 888-203-1112 (Domestic) or 719-457-0820 (International), entering passcode 5714755.

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.

Forward Looking Statements:

This release contains forward-looking statements concerning our expectations about operations, financial performance, sales, earnings and cash flows. These statements reflect our current plans and expectations and are based on information currently available. The statements rely on a number of assumptions and estimates, which could be inaccurate, and which are subject to risks and uncertainties that could cause our actual results to vary materially from those anticipated. Risks and uncertainties include the rate and timing of customer demand for our products, rescheduling of current customer orders, changes in estimated liabilities for product warranties, changes in laws and regulations, our dependence on new product development and intellectual property, future acquisitions, changes in estimates for stock-based and bonus compensation, increasing volatility in foreign exchange rates, international business risks and other factors that are more fully described in our Annual Report on Form 10-K for the year ended December 31, 2011 and other reports on file with the Securities and Exchange Commission. Itron undertakes no obligation to update publicly or revise any forward-looking statements, including our business outlook.

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, acquisitions and goodwill impairment. We define non-GAAP operating income as operating income excluding the expenses related to the amortization of intangible assets, restructuring, acquisitions and goodwill impairment. 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 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, goodwill impairment, amortization of debt placement fees and amortization of convertible debt discount. 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, restructuring expense, acquisition related expenses and goodwill impairment 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, Vice President, Investor Relations, 509-891-3443
barbara.doyle@itron.com
or
Marni Pilcher, Director, Investor Relations, 509-891-3847
marni.pilcher@itron.com