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

                                    FORM 10-Q

(mark one)
|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                      For the quarterly period ended June 30, 1999

                                         OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                      For the transition period from    to

                         Commission file number 0-22418


                                   ITRON, INC.
             (Exact name of registrant as specified in its charter)

              Washington                             91-1011792
       (State of Incorporation)         (I.R.S. Employer Identification Number)


                            2818 North Sullivan Road
                         Spokane, Washington 99216-1897
                                 (509) 924-9900
   (Address and telephone number of registrant's principal executive offices)


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_____

As  of  July  31,  1999,  there  were  outstanding   14,887,138  shares  of  the
registrant's  common stock,  no par value,  which is the only class of common or
voting stock of the registrant.

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Part 1: Financial Information Item 1: Financial Statements ITRON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data) Three months ended June 30, Six months ended June 30, ========================================================================================================================= 1999 1998 1999 1998 -------------- ---------------- -------------- --------------- Revenues AMR systems $29,054 $44,235 $ 59,973 $ 94,591 Handheld systems 16,391 11,530 32,738 21,210 Outsourcing 5,776 5,004 10,455 8,676 -------------- -------------- -------------- --------------- Total revenues 51,221 60,769 103,166 124,477 Cost of revenues AMR systems 18,997 30,656 38,668 65,424 Handheld systems 10,000 5,991 19,140 11,116 Outsourcing 5,023 4,154 8,856 7,174 -------------- -------------- --------------- --------------- Total costs of revenues 34,020 40,801 66,664 83,714 -------------- -------------- -------------- --------------- Gross profit 17,201 19,968 36,502 40,763 Operating expenses Sales and marketing 7,061 6,976 13,495 13,570 Product development 6,953 8,997 13,555 17,920 General and administrative 3,362 3,287 6,387 6,304 Amortization of intangibles 490 588 980 1,179 Restructuring charges - - 1,121 - -------------- -------------- -------------- --------------- Total operating expenses 17,866 19,848 35,538 38,973 -------------- -------------- -------------- --------------- Operating income (loss) (665) 120 964 1,790 Other income (expense) Equity in affiliates (146) (230) (311) (350) Interest, net (1,443) (1,636) (3,298) (2,933) -------------- -------------- -------------- --------------- Total other income (expense) (1,589) (1,866) (3,609) (3,283) Income (loss) before extraordinary item and Income (2,254) (1,746) (2,645) (1,493) taxes Income tax (provision) benefit 670 670 830 570 -------------- -------------- -------------- --------------- Net income (loss) before extraordinary item (1,584) (1,076) (1,815) (923) Extraordinary gain on extinguishment - - 3,660 - of debt, net of income taxes of $1,970 -------------- -------------- -------------- --------------- Net income (loss) $(1,584) $ (1,076) $ 1,845 $ (923) -------------- -------------- -------------- --------------- Basic net income (loss) per share: Before extraordinary item $ (0.11) $ (0.07) $ (0.12) $(0.06) Extraordinary item - - 0.25 - -------------- -------------- -------------- --------------- Basic net income (loss) per share $ (0.11) $ (0.07) $ 0.12 $(0.06) Diluted net income (loss) per share: Before extraordinary item $ (0.11) $ (0.07) $ (0.12) $(0.06) Extraordinary item - - 0.24 - -------------- -------------- -------------- --------------- Diluted net income (loss) per share $ (0.11) $ (0.07) $ 0.12 $(0.06) The accompanying notes are an integral part of these financial statements.

ITRON, INC. CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands) June 30, December 31, ======================================================================================================================== 1999 1998 ---------------- ---------------- Assets Current assets Cash and cash equivalents $ 2,888 $ 2,743 Accounts receivable, net 46,269 62,253 Current portion of long-term contracts receivable 14,552 13,498 Inventories 20,328 20,654 Deferred income taxes, net 5,803 6,938 Other 1,285 2,306 ----------------- ---------------- Total current assets 91,125 108,392 ----------------- ---------------- Property, plant and equipment, net 39,497 42,390 Equipment used in outsourcing, net 53,939 50,746 Intangible assets, net 16,627 18,142 Long-term contracts receivable 27,228 23,712 Other 4,135 4,373 ----------------- ---------------- Total assets $ 232,551 $ 247,755 ----------------- ---------------- Liabilities and shareholders' equity Current liabilities Short-term borrowings $ 8,824 $ 14,000 Accounts payable and accrued expenses 22,490 25,263 Wages and benefits payable 7,019 6,246 Deferred revenue 5,030 8,653 ----------------- ---------------- Total current liabilities 43,363 54,162 ----------------- ---------------- Convertible subordinated debt 57,234 63,400 Mortgage notes payable 6,162 6,242 Project financing 7,474 7,722 Warranty and other obligations 1,100 1,207 ----------------- ---------------- Total noncurrent liabilities 71,970 78,571 ----------------- ---------------- Shareholders' equity Common stock 106,783 106,039 Retained earnings 11,935 10,090 Other (1,500) (1,107) ----------------- ---------------- Total shareholders' equity 117,218 115,022 ----------------- ---------------- Total liabilities and shareholders' equity $ 232,551 $ 247,755 ----------------- ---------------- The accompanying notes are an integral part of these financial statements.

ITRON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Six months ended June 30, ==================================================================================================================================== 1999 1998 --------------- -------------- OPERATING ACTIVITIES Net income (loss) $ 1,845 $ (923) Noncash charges (credits) to income: Depreciation and amortization 9,347 9,292 Deferred income tax provision (benefit) (841) (513) Equity in affiliates, net 311 350 Extraordinary gain on extinguishment of debt (3,660) - Changes in operating accounts: Accounts receivable 15,960 194 Inventories 326 7,132 Accounts payable and accrued expenses (3,152) (4,339) Wages and benefits payable 773 (3,790) Long-term contracts receivable (4,570) (5,810) Deferred revenue (3,623) (792) Other, net 251 (1,089) -------------- -------------- Cash provided (used) by operating activities 12,967 (288) -------------- -------------- INVESTING ACTIVITIES Acquisition of property, plant and equipment (3,331) (3,960) Equipment used in outsourcing (4,751) (6,419) Other, net 153 (1,264) -------------- -------------- Cash used by investing activities (7,929) (11,643) -------------- -------------- FINANCING ACTIVITIES Change in short-term borrowings, net (5,176) 8,382 Project financing (248) 5,547 Issuance of common stock 744 1,495 Purchase and retirement of common stock - (1,203) Other, net (213) 445 -------------- -------------- Cash provided (used) by financing activities (4,893) 14,666 -------------- -------------- Increase in cash and equivalents 145 2,735 Cash and cash equivalents at beginning of period 2,743 3,023 -------------- -------------- Cash and cash equivalents at end of period $ 2,888 $ 5,758 -------------- -------------- The accompanying notes are an integral part of these financial statements.

ITRON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1999 Note 1: Basis of Presentation The consolidated financial statements presented in this Form 10-Q are unaudited and reflect, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of operations for the three month and six month periods ended June 30, 1999. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission on March 30, 1999. The results of operations for the three and six-month periods ended June 30, 1999, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. Note 2: Earnings Per Share and Capital Structure Three Months ended June 30, Six Months ended June 30, (in thousands) 1999 1998 1999 1998 - -------------------------------------------------------------- ----------- ------------ ------------ ---------- Weighted average shares outstanding 14,807 14,686 14,782 14,658 Effect of dilutive securities: Stock options - - 556 - Convertible debt - - - - ----------- ------------ ------------ ---------- Weighted average shares outstanding assuming conversion 14,807 14,686 15,338 14,658 ----------- ------------ ------------ ---------- The Company has granted options to purchase common stock to directors, employees and other key personnel at fair market value on the date of grant. The dilutive effect of these options is included for purposes of calculating dilutive earnings per share ("EPS") using the "treasury stock" method. The Company also has subordinated convertible notes outstanding. These notes are not included in the above calculation as the shares are anti-dilutive in all periods when using the "if converted" method. Note 3: Restructuring In 1998, in connection with management's measures to reduce costs and improve operating efficiencies, the Company recorded a restructuring charge of $3.9 million. During the first quarter of 1999 the Company recorded a further restructuring charge of $1.1 million as part of its ongoing efforts to improve operating efficiencies. The restructuring measures primarily involved a workforce reduction, the write-off of certain of the Company's intangible assets and the closure and consolidation of facilities. Cumulative restructuring charges of $5.1 million are as follows: Reserve Cash/ Restructuring Balance (in thousands) Non-Cash Charge Activity 06/30/99 ================================================= ================ ============= ============= =========== Severance and related charges Cash $ 2,658 $ 2,103 $ 555 Write-down of intangible assets Non-Cash 1,104 1,104 - Consolidation of facilities Cash 1,048 - 1,048 Other Non-Cash 241 241 - ------------- ------------ ----------- Total restructuring charge $ 5,051 $ 3,448 $1,603 ------------- ------------ -----------

Note 4: Balance Sheet Components June 30, December 31, ==================================================================================================================================== (Inventories, in thousands) 1999 1998 ------------ ------------ Material $ 5,964 $12,498 Work in process 1,460 2,339 Finished goods 9,663 7,240 Field inventories awaiting installation 663 596 ------------ ------------ Total manufacturing inventories 17,750 22,673 Service inventories 2,578 2,180 ------------ ------------ Total inventories $20,328 $ 24,853 ------------ ------------ Note 5: Segment Information While the Company analyzes its operations in various ways, the chief executive officer primarily reviews the Company's manufacturing and sales operations on a domestic vs. international basis and reviews the Company's revenues and cost of sales by the major product lines of AMR systems, handheld systems and outsourcing. The Company has outsourcing agreements in which it both owns and operates AMR systems. These agreements require a large amount of capital investment, with related project and other debt, and long-term contract payments that are predominantly financing payments. Consequently outsourcing accounts are included in the Company's finance operations. Outsourcing contracts in which the Company operates, but does not own, AMR systems are included in the Company's normal manufacturing and sales operations. The chief executive officer reviews financing operations separately from manufacturing and sales operations because they are essentially different businesses with significantly different operating and leverage characteristics. Segment debt and interest expense related to the Company's finance and international operations includes both direct and allocated debt and interest expense. Segment debt and related interest expense are allocated based on each segment's funding requirements for capital or operations. Intersegment revenues include shipments to various Company-owned subsidiaries and are eliminated in consolidation. EBITDA includes earnings for each segment before interest, taxes, depreciation and amortization and is used to allow a comparison of each segment's operating results. Segment Debt/EBITDA is a ratio that is used to compare segment leverage ratios to comparable industry ratios. The Company does not allocate income taxes to its operating segments. Six months ended June 30, 1999 ========================================================================================================================= Manufacturing and Sales ------------------------------------- (in thousands, except ratios) Domestic International Total Finance Eliminated Consolidated - ------------------------------------------------------------------------------------------------------------------------- Revenues from external customers: AMR systems $58,903 $ 1,070 $59,973 $ - $ - $ 59,973 Handheld systems 26,161 6,577 32,738 - - 32,738 Outsourcing 656 - 656 9,799 - 10,455 Intersegment revenues 747 24 771 - (771) - ------------ ------------ ----------- ------------ ------------- ------------- Total revenues $86,467 $ 7,671 $94,138 $ 9,799 $ (771) $103,166 Segment income (loss) (1)(2) 2,657 (3,933) (1,276) 4,150 111 2,985 Segment assets 170,180 10,232 180,412 96,060 (43,921) 232,551 Segment debt 6,854 20,658 27,512 77,324 (24,427) 80,409 Cash flows: Operating activities $18,723 $ (825) $17,898 $ (4,931) $ - $ 12,967 Investing activities (3) (3,190) (73) (3,263) (4,666) - (7,929) ------------ ------------ ----------- ------------ ------------- ------------- Net operating and investing $15,533 $ (898) $14,635 $ (9,597) $ - $ 5,038 EBITDA(4) $ 9,346 $ (2,280) $7,066 $ 8,564 $ - $ 15,630 Segment debt/annual EBITDA(5) 0.37 * 1.95 4.51 * 2.57

Six months ended June 30, 1998 ========================================================================================================================== Manufacturing and Sales ------------------------------------- (in thousands, except ratios) Domestic International Total Finance Eliminated Consolidated - -------------------------------------------------------------------------------------------------------------------------- Revenues from external customers: AMR systems $90,344 $ 4,247 $94,591 $ - $ - $ 94,591 Handheld systems 15,936 5,274 21,210 - - 21,210 Outsourcing 139 - 139 8,537 - 8,676 Intersegment revenues 1,033 100 1,133 - (1,133) - ------------ ------------ ------------ ------------ ------------- ------------- Total revenues $107,452 $ 9,621 $117,073 $ 8,537 $ (1,133) $124,477 Segment income (loss) (2) 1,755 (2,220) (465) (552) (476) (1,493) Segment assets 170,458 12,000 182,458 73,968 (12,709) 243,717 Segment debt 7,373 17,580 24,953 63,623 - 88,576 Cash flows: Operating activities $ 6,230 $ (1,570) $ 4,660 $ (4,948) $ - $ (288) Investing activities (3) (5,015) (226) (5,241) (6,402) - (11,643) ------------ ------------ ------------ ------------ ------------- ------------- Net operating and investing $ 1,215 $ (1,796) $ ( 581) $(11,350) $ - $ (11,931) EBITDA (4) $ 8,740 $ (808) $ 7,932 $ 2,799 $ - $ 10,731 Segment debt/annual EBITDA (5) 0.42 * 1.57 11.37 * 4.13 (1) Segment income (loss) for Finance includes $5.6 million pre-tax gain on debt extinguishment in 1999 (2) Itron does not allocate income taxes to its segments. (3) Investing activities primarily consist of capital expenditures for each segment. (4) EBITDA is calculated by adding net interest, depreciation and amortization expense to pre-tax income or loss after extraordinary item and is presented because the Company believes that it allows for a more complete analysis of the Company's results of operations. This information should not be considered as an indicator of the Company's overall financial performance. Additionally, EBITDA as reported herein may not be comparable to similarly titled measures reported by other companies. (5) Total debt to annualized EBITDA is calculated by dividing total segment debt by the product of EBITDA multiplied by 2. * Not meaningful. Note 6: Contingencies The Company, together with its Chairman Johnny M. Humphreys, , is a defendant in a class action filed by certain former shareholders in federal court, alleging violations of the federal securities laws arising out of alleged misleading disclosures or omissions made by the Company regarding its business and technology. On June 3, 1999 the Company announced that it reached an agreement to settle this lawsuit by payment of $12 million to the plaintiff class, all of which will be covered by insurance proceeds. The settlement is subject to certain customary conditions, including notice to the potential class members and approval by the court. Neither the Company nor Mr. Humphreys have admitted any wrongdoings or liability and no wrongdoing or liability was found by the court.

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Itron is a leading global provider of integrated systems solutions for collecting, communicating, analyzing, and managing information about electric, gas and water usage. The Company designs, develops, manufactures, markets, installs and services hardware, software and integrated systems that enable customers to obtain, analyze and use meter data. The Company's major product lines include Automatic Meter Reading ("AMR") systems and Electronic Meter Reading ("EMR") or Handheld systems. The Company both sells its products and provides outsourcing services. The Company's AMR solutions primarily utilize radio and telephone technology to collect meter data and include Off-Site AMR, Mobile AMR and Network AMR technology reading options. Off-Site AMR utilizes a radio device fitted into an Itron handheld computer that collects data from meters equipped with the Company's radio meter modules. Mobile AMR uses a transceiver in a vehicle to collect data from meters equipped with the Company's radio meter modules as the vehicle passes by. The Company offers a number of Network AMR solutions that utilize radio, telephone, cellular or a combination of these technologies to collect and transmit meter information from a variety of fixed locations. The Company's EMR systems product line includes the sale and service of ruggedized handheld computers and supporting products that record visually obtained meter data. Outsourcing services typically involve the installation, operation and/or maintenance of meter reading systems to provide meter information for billing and management purposes. Outsourcing contracts usually cover long timeframes and typically involve contracts in which either a customer owns the equipment and the Company provides meter information for a specified fee, or the Company both owns and operates the system. The Company currently derives substantially all of its revenues from sales of its products and services to utilities, however, the Company's business may increasingly consist of sales to other utility industry participants such as energy service providers, end user customers and others. The Company has experienced variability of operating results on both an annual and a quarterly basis due primarily to utility purchasing patterns, and delays of purchasing decisions. In recent years these delays have generally been a result of changes or potential changes to the federal and state regulatory frameworks within which the electric utility industry operates and mergers and acquisitions in the utility industry, many of which are also driven by deregulation. RESULTS OF OPERATIONS Revenues Total Company revenues for the quarter and six months ended June 30, 1999 decreased $9.6 million and $21.3 million from the same periods in 1998. Both the quarter and the six month decreases were primarily due to the substantial completion of one large AMR systems contract in late 1998, which are described in greater detail below. Three months ended June 30, Six months ended June 30, -------------------------------------- ---------------------------------------- (in millions) Increase Increase Revenues 1999 (Decrease) 1998 1999 (Decrease) 1998 -------------------------------------- ---------------------------------------- AMR systems $29.0 (34%) $44.3 $ 60.0 (37%) $ 94.6 Handheld systems 16.4 42% 11.5 32.7 54% 21.2 Outsourcing 5.8 15% 5.0 10.5 21% 8.7 ------------ --------- ----------- ----------- Total revenues $51.2 (16%) $60.8 $103.2 (17%) $124.5 ============ ========= =========== ===========

AMR systems revenues decreased $15.2 million and $34.6 million in the three and six-month periods ended June 30, 1999 from the same periods in 1998. There were three primary reasons for the decreases. First, a large portion of the decreases was due to meter module shipments in the 1998 periods to Virginia Power ("Virginia"). The Company's contract with Virginia required the installation of a fixed network covering approximately 460,000 meter modules in three separate geographic regions. The majority of the shipments and installation activities for this contract occurred during 1998. This was the most condensed fixed network installation that the Company had ever achieved. Because of the accelerated installation schedule, revenue in 1998 was much higher than in the current periods. Approximately 30% of the quarter and year-to-date AMR revenues in 1998 were from the Virginia contract. Second, the 1999 periods reflect a negotiated $4.2 million price concession from a contract amendment with Virginia for outage detection functionality that Virginia eliminated from the system requirements. The impact of this price concession is reflected in the quarter and year to date 1999 periods as a $4.2 million reduction in revenues, gross profit and operating income. Third, lower installation revenues in 1999 also contributed to the lower AMR revenue in the year. Installation revenues were higher in 1998 because the Company had several contracts for "turn-key" systems in which it was responsible for meter module installation. Average selling prices for meter modules increased somewhat during the 1999 periods, primarily reflecting a shift in mix from electric meter modules to gas and water meter modules. Handheld systems revenues for the three and six months ended June 30, 1999 were significantly higher than the same three and six month periods in 1998. The large increases in handheld systems revenues were primarily due to a large number of customers upgrading and replacing systems for their Year 2000 requirements, along with sales of the Company's new portable network ("PN") card for handheld computers. The PN card is a lower cost, lighter weight, credit card sized radio device, which was introduced in late 1998. Outsourcing revenues increased $800,000 for the quarter and $1.8 million for the six-month period in over the same periods in 1998. Outsourcing revenues continue to be driven primarily by the Company's contract with the Duquesne Light Company ("Duquesne"). The Company is currently in the operations phase of its contract with Duquesne, which will continue through 2013. The Company expects that total revenues in the second half of 1999 will be flat or slightly lower than revenues in the first half of the year. Gross Margin Overall gross margins for the three and six-month periods ended June 30, 1999 were slightly higher than the same periods in 1998. The percentages for 1999 and 1998 in the table below reflect gross margins as a percentage of corresponding revenues and the percentage point change from the prior year. Three months ended June 30, Six months ended June 30, -------------------------------------- ----------------------------------------- Increase Increase Gross margin 1999 (Decrease) 1998 1999 (Decrease) 1998 -------------------------------------- ---------------------------------------- AMR systems 35% 4% 31% 36% 5% 31% Handheld systems 39% (9%) 48% 42% (6%) 48% Outsourcing 13% (4%) 17% 15% (2%) 17% Total gross margin 34% 1% 33% 35% 3% 33% AMR systems gross margins for the three and six months ended June 30, 1999 increased four and five percentage points respectively, over the comparable periods in 1998, despite the $4.2 million impact of the Virginia contract amendment. Without the revenue reduction in the second quarter of 1999, the Company would have had a gross margin of 39% for the quarter and 38% for the year-to-date period. The margin improvement for both the quarter and the six months reflects the absence of the lower margin contract with Virginia. Additional improvements in the margin for the three and six month periods in 1999 result from a shift in mix from electric to gas meter modules and a smaller proportion of installation activities, which tend to have lower margins, in 1999 than in 1998. The Company expects gross margins to continue to be higher in 1999 than in 1998, because of the absence of the low margin impact from the Virginia contract and a lower proportion of installation activities in 1999 compared to 1998. However, the Company expects more of an impact from manufacturing over-capacity in the second half of 1999 than it experienced in the first six months, due primarily to planned increases in manufacturing and finished goods inventory in the first half of 1999 related to meter module changes. Handheld systems margins decreased by nine percentage points and six percentage points in the three and six months of 1999, respectively, from the 48% level in 1998. The lower margins in the current year were primarily due to lower service margins caused by new warranty periods associated with the new system upgrade sales (during which the Company does not receive service revenues) that the Company provides for customer upgrades. Outsourcing margins of 13% and 15% of revenues in the quarter and year-to-date periods of 1999 are somewhat lower than the 17% margins in the comparable 1998 periods. The lower margin in both periods is a result of a greater proportion of total outsourcing revenues in the 1999 periods derived from the Company's contract with Duquesne. The gross margin on the Duquesne contract is low because it was the Company's first large sale Network AMR system. Operating Expenses Total operating expenses for the three months ended June 30, 1999 were approximately $2 million lower than the second quarter of 1998. Operating expenses for the six months ended June 30, 1999 were $3.5 million lower than the comparable six-month period in 1998, despite a $1.1 million restructuring charge in the first quarter of 1999. The restructuring charge was primarily for severance and other expenses related to the closure of the Company's Saratoga, California product development office. The development activities from this office are being consolidated into the Company's other product development locations. Without this restructuring charge, total year-to-date operating expenses were $4.6 million, or 12%, lower than the same period in 1998. Three months ended June 30, Six months ended June 30, -------------------------------------- ----------------------------------------- (in millions) Increase Increase Operating expenses 1999 (Decrease) 1998 1999 (Decrease) 1998 -------------------------------------- ---------------------------------------- Sales and marketing $ 7.1 1% $ 6.9 13.5 (1%) $ 13.6 Product development 6.9 (23%) 9.0 13.5 (24%) 17.9 General and administrative 3.4 2% 3.3 6.4 1% 6.3 Amortization of intangibles 0.5 (17%) 0.6 1.0 (17%) 1.2 Restructuring Charge - 100% - 1.1 100% - ---------- ---------- ----------- ---------- ----------- Total operating expenses $17.9 (10%) $19.8 $ 35.5 (9%) $ 39.0 ========== ========== ========== =========== Sales and marketing expenses for the three and six months ended June 30, 1999 were approximately level with the comparable periods in 1998. Product development expenses were significantly lower in the 1999 quarter and year to date periods compared to last year. The lower expenses are primarily the result of restructuring measures the Company began to implement in the third quarter of 1998 (see restructuring charge discussed below). General and administrative expenses in 1999 were substantially level with the 1998 periods. Amortization of intangibles decreased slightly in both the three and six months ended June 30, 1999 compared to 1998, yet remained at 1% of total revenues. Amortization expenses are lower in the current period because the Company wrote off certain intangible assets in the third quarter of 1998. The Company expects that operating expenses will be lower in 1999 compared to 1998 because of the restructuring measures. Although the Company has expensed all known restructuring charges as of June 30, 1999, additional charges may be incurred in conjunction with certain strategic planning activities the Company is considering.

In the third quarter of 1998 the Company announced, and began the implementation of, restructuring measures to reduce costs and improve operating efficiencies. These measures resulted in a $3.9 million restructuring charge in 1998 and an additional restructuring charge of $1.1 million in the first quarter of 1999. The restructuring measures involved a workforce reduction - (primarily in product development), the write-off of certain intangible assets due to a reduction in the scope of planned technology development, closure of some of the Company's facilities and discontinuation of a jointly owned entity. (See Note 3 of the accompanying financial statements.) The Company's comparatively high product development spending in the prior years expanded the number of models of meter modules produced, enhanced module functionality, and expanded network capabilities and products. Because the Company now has a broad product line including commercial and industrial ("C&I") products, Mobile AMR, handheld systems, telephone modules and electric, gas and water meter modules, product development spending has been scaled back to lower levels. Interest and Other, Net Three months ended June 30, Six months ended June 30, ------------------------------------- --------------------------------------- (in millions) Increase Increase Other income (expense) 1999 (Decrease) 1998 1999 (Decrease) 1998 ------------------------------------- --------------------------------------- Equity in affiliates loss $(0.2) (37%) $(0.2) $ (0.3) (11%) $ (0.4) Net interest income (expense) (1.4) (12%) (1.7) (3.3) 12% (2.9) ---------- ---------- ---------- ---------- Total other income (expense) $(1.6) (15%) $(1.9) $ (3.6) 10% $ (3.3) ========== ========== ========== =========== The Company had net interest expense of $ 1.4 million for the three months ended June 30, 1999, which is comparable to net interest expense in the same periods of 1998. Net interest expense of $3.3 million in the first half of 1999 was higher than the same period in 1998, primarily due to capitalized interest, which reduces net interest expense in 1998. The Company capitalized interest related to outsourcing installations of $260,000 in the first quarter of 1998. No interest was capitalized in the second quarter of 1998 or the 1999 periods. Income Taxes The Company had an income tax benefit of approximately 30% of pre-tax earnings from continuing operations for the six months ended June 30, 1999 compared to a benefit of 38% for the full year 1998. The lower comparative tax rate in 1999, is primarily caused by a concentration of state tax obligations and lower expected R&D tax credits. To the extent pre-tax earnings from continuing operations, or the components of those earnings, differ from the Company's current expectations, the effective tax rate for the year could change. When the Company has a lower level of consolidated earnings, it expects its tax rate will be significantly higher than the statutory rate, primarily due to the impact of the state and foreign taxes. Extraordinary Item - Gain on Extinguishment of Debt In March 1999 the Company completed its offer ("Exchange Offer") to exchange up to $15.8 million principal amount of its 6 3/4% Convertible Subordinated Notes due 2004 ("Exchange Notes"), for up to $22.0 million principal amount of its 6 3/4% Convertible Subordinated Notes due 2004 ("Original Notes"). The Exchange Offer was made on the basis of $720 principal amount of Exchange Notes for $1,000 principal amount of Original Notes. A total of $15.8 million aggregate principal amount of Exchange Notes was issued related to the transaction. The Company generated a pre-tax gain on extinguishment of debt, net of debt issuance expenses, of $5.6 million in the first quarter of 1999 related to the exchange. The after-tax effect of the gain on extinguishment was $3.7 million.

FINANCIAL CONDITION Three months ended June 30, Six months ended June 30, -------------------------------------- ----------------------------------------- (in millions) Increase Increase Cash flows information 1999 (Decrease) 1998 1999 (Decrease) 1998 -------------------------------------- ---------------------------------------- Operating activities $ 6.9 (2%) $ 6.8 $ 12.9 * $ (0.6) Investing activities (4.5) (33%) (3.4) (7.9) 30% (11.4) Financing activities (1.4) (319%) 0.6 (4.9) (133%) 14.7 ---------- --------- ----------- ----------- Net inc. (dec.) in cash $ 1.0 (76%) $ 4.0 $ 0.1 (95%) $ 2.7 ========== ========== =========== =========== o not meaningful Operating activities generated approximately the same amount of cash in the second quarter of 1999 as they did in the second quarter of 1998. For the first six months of 1999 the Company generated $12.90 million in cash compared to a usage of $600,000 in cash in the first six months of 1998. The $13.6 million improvement in cash flow was primarily driven by increased collections of accounts receivable and a reduction in the Company's unbilled receivables. Unbilled receivables were higher in the 1998 period because of a high level of turnkey installations, which typically have deferred billing terms. The 1998 period also included cash used for payment of 1997 performance incentives of approximately $4 million. Investments totaled $4.5 million during the second quarter of 1999, up somewhat from the $3.4 million in the prior year's quarter due primarily to the acquisition of C&I meters for Duquesne. Investments were 30% lower in the first six months of 1999 compared to the same six months of 1998 because of a reduction in the amount of equipment needed for outsourcing installations and lower capital acquisitions for internal use. Financing activities used $1.4 million and $4.9 million in the three and six months ended June 30, 1999 compared to generating $649,000 and $14.7 million during the same periods in 1998. Financing activities in the 1999 quarter primarily consisted of paying down the Company's bank line of credit. During 1998 the Company primarily generated cash from financing activities by borrowing against the bank line of credit and obtaining project financing for an outsourcing contract. Existing sources of liquidity at June 30, 1999 include approximately $2.9 million of existing cash and cash equivalents and $20 million of available borrowings under the revolving credit facility. The Company expects to spend less in 1999 on equipment used for outsourcing installations than it did in 1998 because outsourcing installations on current contracts have been completed or are nearing completion. However, investments in equipment for outsourcing may increase in late 1999 and 2000 as the Company begins installation of a new outsourcing system for Southern California Edison. The Company expects to spend somewhat more on capital assets for internal use during 1999 than it did in 1998. The Company believes that existing cash, together with available borrowings and cash generated from operating activities, will be more than sufficient to fund operations, exclusive of any new large outsourcing arrangements, for the remainder of 1999 and into 2000. The Company intends to fund future outsourcing contracts with project financing to the extent possible. RECENT FCC ACTIONS The Company uses licensed multiple address system ("MAS") frequencies in the 928 - - 959 MHz band to interrogate or "wake-up" some of its meter modules. (See "Description of Business - FCC Regulation" and "Certain Risk Factors - Availability and Regulation of Radio Spectrum" in the Company's Annual Report on Form 10-K for the year ended December 31, 1998.) On July 1, 1999 the Federal Communications Commission ("FCC") issued a Notice of Proposed Rule Making ("NPRM") that contains a clause stating that the FCC temporarily will not accept any new applications after July 3, 1999 for MAS frequencies in this band. The NPRM does not have an effect on existing licenses. Most utilities use MAS licenses for many purposes, including meter reading, mobile dispatch and supervisory control and distribution automation. In addition, other companies in the gas pipeline, railroad and petroleum industry use MAS licenses in the frequency band. Both utilities and these other businesses need to obtain new licenses to grow and broaden their business. The Company and many of these other companies are planning on filing an emergency petition with the FCC to seek relief from the moratorium on new license applications, and are aggressively lobbying the issue with appropriate Congressmen and Senators. One additional action the company is taking to minimize the impact of this moratorium on its business is to arrange for the sharing of existing licenses between customers. Although the Company believes that it will be successful in its efforts to seek relief from this NPRM, and that the matter will be favorably settled by year-end, there can be no assurance that it will be. As long as the NPRM is in effect the Company may experience delays in revenue from some customers, particularly smaller utilities and municipalities who do not currently hold or have availability to these licenses. Currently the Company estimates that approximately $5 million of revenue in the second half of 1999 could be impacted by this action. YEAR 2000 COMPLIANCE In general, the "Year 2000 problem" concerns software programs that contain only a two-digit year value (99 to 00) rather than a four-digit year value (1999 to 2000) to indicate a change from 1999 to 2000. The issue is whether computer systems and non-information technology systems, such as embedded micro-controllers, will properly recognize date sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The Company instituted a Year 2000 program in 1997 to identify potential risks and to develop solutions to mitigate those risks. The Company believes that it will be successful in implementing the identified solutions in a timely manner in order to mitigate potential Year 2000 problems. The Company has potential risks related to the Year 2000 problem in three areas: 1) suppliers, 2) internally developed software and hardware the Company sells, and 3) internal software and hardware systems. The following discussion addresses each of these potential risk areas. Suppliers: The Company has received confirmation from all critical suppliers indicating their Year 2000 readiness. The majority of the critical suppliers are already Year 2000 compliant. Of those not yet fully in compliance, the vast majority indicated that they would reach full compliance by the end of July and a smaller number indicated that they would in October. The Company will pursue the issue with those suppliers who are not yet compliant to insure compliance within the time frames indicated. Internally developed software and hardware for sale to customers: The Company has completed the process of identifying which of its products available for sale to customers were not Year 2000 compliant. The Company began the process of upgrading software and hardware in late 1997 and completed all major standard applications updates by December 1998. A small number of hardware and software platforms will not be upgraded and all customers affected were notified. Alternatives, including upgrading systems, were developed for them. Substantially all of the customers with maintenance contracts with the Company have had their systems upgraded. Internal software and hardware systems: The Company upgraded its financial software including general ledger, manufacturing and sales order processing to be Year 2000 compliant during the second quarter of 1998 for domestic and Australian operations. The Company's United Kingdom operations and subsidiary in France were upgraded in the fourth quarter of 1998 and the second quarter of 1999, respectively. The Company also has a variety of other software and hardware, including personal computer software and software used in engineering functions, all of which are now Year 2000 compliant. The Company believes that the reasonably most likely worst-case scenario it might confront with respect to Year 2000 issues has to do with the possible failure of third party systems over which the Company has no control. These systems may include, but are not limited to, power and telecommunications services. The Company has purchased several generators for its headquarters in Spokane to temporarily run critical systems such as computer systems, lights and telephones if needed. Some problems, however, may remain uncorrected, and could materially adversely affect the Company's business, financial condition and operating results. The Company may also experience reduced sales of its products as potential current customers reduce their budgets for meter-reading and data management solutions because of increased expenditures on their own Year 2000 compliance efforts. The Company does not anticipate that it will incur further significant operating expenses or be required to invest heavily in computer systems improvements to be Year 2000 compliant. Total costs for the Year 2000 issue are estimated to be approximately $1.5 million, of which approximately $1.3 million has been spent to date. However, as the compliance process is not yet complete, some uncertainty exists concerning total costs associated with Year 2000 compliance. Any Year 2000 compliance problem of either the Company or its collaborative partners could have a material adverse effect on the Company's business, financial condition and results of operations. Certain Forward-Looking Statements When included in this discussion, the words "expects," "intends," "anticipates," "plans," "projects" and "estimates," and similar expressions are intended to identify forward-looking statements. Such statements, are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties include, among others, changes in the utility regulatory environment, pending FCC regulations, delays or difficulties in introducing new products and acceptance of those products, ability to obtain project financing in amounts necessary to fund future outsourcing agreements, increased competition and various other matters, many of which are beyond the Company's control. For a more complete description of these and other risks, see "Recent FCC Actions" section in this document and "Certain Risk Factors" and "Description of Business - FCC Regulation" included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change on the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Part 2: Other Information Item 1: Legal Proceedings On May 29, 1997, Itron and its Chairman, Johnny M. Humphreys, were served with a complaint alleging securities fraud filed by Mark G. Epstein (Epstein vs Itron, etal) on his own behalf and alleged to be on behalf of a class of all similarly situated, in the US District Court of Easter Washington (Civil Action) The complaint alleged, among other matters, that Itron and Mr. Humphreys violated Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder by making allegedly false statements regarding the development status, performance and technological capabilities of Itron's Fixed Network AMR system and regarding the suitability of Itron's encoder receiver transmitter devices for use with an advanced Fixed Network AMR system. The complaint sought monetary damages, costs and attorneys' fees and unspecified equitable or injunctive relief. On March 10, 1999, the Court certified this action as a class action on behalf of all purchasers of Itron Common Stock between September 11, 1995 and October 22, 1996 except for the Defendants and persons or entities having a relationship with the Defendants. On June 3, 1999 Itron, Inc. reached an agreement to settle the lawsuit by a payment to the plaintiff class of $12 million, all of which will be funded by insurance proceeds. The settlement is subject to certain customary conditions, including notice to the potential class members and approval by the court. Neither the Company, nor Johnny Humphreys, Itron's Chairman who was also named in the lawsuit, have admitted any wrongdoing or any liability and none has been found by the court. Item 4: Submission of Matters to a Vote of Security Holders The Company held its annual meeting of shareholders on May 5, 1999. Three directors were elected for three year terms at the meeting, Ted C. DeMerritt, Jon E. Eliassen and Stuart Ed White. Johnny M. Humphreys, Mary Ann Peters, Michael B. Bracy, Graham M. Wilson and Paul A. Redmond continued their terms as Directors. The following summarizes all matters voted on at the meeting: Matter 1. Election of Directors: Nominee In Favor Withheld -------------------------------------- -------------------------- -------------------------- Ted C. DeMerritt 12,421,301 145,380 Jon E. Eliassen 12,422,364 144,317 Stuart Edward White 12,416,773 149,908 Matter 2. Amendment of the Company's 1996 Employee Stock Purchase Plan: For Against Abstain Broker Non-Votes ------------------------------- ----------------- ---------------- ------------------------ 11,555,746 943,312 67,623 - Matter 3. Ratify Deloitte & Touche LLP as Independent Auditors: For Against Abstain Broker Non-Votes -------------------------------- ----------------- ---------------- ------------------------ 12,506,568 40,907 19,206 -

Item 6: Exhibits and Reports on Form 8-K a) Exhibits Exhibit 10.17 - Employment Agreement between the Registrant and Michael J.Chesser dated May 17,1999 Exhibit 27 - Financial Data Schedule b) Reports on Form 8-K A report on Form 8-K, dated June 30, 1999 was filed on July 1, 1999, pursuant to Item 5 of that form. The report related to an amendment to a contract with Virginia Power that resulted in a $4.2 million reduction in the price paid by Virginia for an AMR system.

SIGNATURE Pursuant to the requirements of the Securities Exchange Commission Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ITRON, INC. (Registrant) By: /s/ DAVID G. REMINGTON David G. Remington Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer) Date: August 13, 1999


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement"), dated as of May 17, 1999,
is entered into between Itron,  Inc., a Washington  corporation  ("Itron"),  and
Michael Chesser ("Executive").

1.       Employment

         Itron will employ  Executive  and Executive  will accept  employment by
Itron as its chief  executive  officer,  beginning June 7, 1999.  Executive will
have the authority,  subject to Itron's Articles of Incorporation and Bylaws, as
may be granted from time to time by the Board of  Directors of Itron.  Executive
will perform the duties customarily  performed by the chief executive officer of
a corporation which is, in all respects,  similar to Itron and such other duties
as may be assigned  from time to time by the Board of Directors of Itron,  which
relate to the business of Itron, its  subsidiaries,  its parent  corporation (if
any), or any business  ventures in which Itron,  its  subsidiaries or its parent
corporation  may  participate.  Executive  will be  appointed  to the  Board  of
Directors  of  Itron  promptly  following  the  commencement  of his  employment
hereunder,  and Executive  will serve as a member of Itron's Board of Directors,
subject to shareholder approval, for so long as he continues to serve as Itron's
chief executive officer.

2.       Attention and Effort

         Executive  will  devote all of his  entire  productive  time,  ability,
attention and effort to Itron's business and will skillfully serve its interests
during the term of this Agreement;  provided, however, that Executive may devote
reasonable  periods of time to (a) engaging in personal  investment  activities,
(b) serving on the Board of  Directors  of other  corporations,  if such service
would not  otherwise  be  prohibited  by Section 8 hereof,  and (c)  engaging in
charitable  or community  service  activities,  so long as none of the foregoing
additional  activities  materially  interfere with Executive's duties under this
Agreement.

3.       Term

         Unless  otherwise  terminated  pursuant to Section 6 of this Agreement,
Executive's  term of  employment  under this  Agreement  shall expire on June 6,
2002,  after which time  Executive's  employment will be terminable at will, and
the  provisions  of Section 6 of this  Agreement  will have no further  force or
effect.

4.       Compensation, Stock Options and Relocation Allowance

         During the term of this  Agreement,  Itron agrees to pay or cause to be
paid to Executive,  and Executive  agrees to accept in exchange for the services
rendered hereunder by him, the following compensation:

         4.1      Base Salary

         Executive's  compensation  shall  consist,  in part,  of an annual base
salary of $400,000  before all customary  payroll  deductions.  Such annual base
salary  shall  be paid  in  substantially  equal  installments  and at the  same
intervals as other  officers of Itron are paid.  The Board of Directors of Itron
or the  Compensation  Committee  thereof  shall  determine  any increases in the
amount of the annual base salary in future years.

         4.2      1999 Bonus

         Executive  will be eligible to receive,  in addition to the annual base
salary  described  above,  an annual  bonus under  Itron's  Executive  Incentive
Compensation  Plan (the "EIC Plan") for 1999 (based on the objectives  that have
been established under the EIC Plan of Itron's executive officers, or such other
objectives  as may be agreed to by Executive and the  Compensation  Committee of
Itron's Board of  Directors).  Upon  achievement of EIC Plan targets at the 100%
level,  Executive  will be entitled to receive 60% of his annual base salary for
the period of 1999 during  which he was  employed by Itron  (which is  $138,500,
assuming Executive's  employment commences on June 7, 1999 and continues through
at least the end of 1999). Depending on the extent to which established EIC Plan
targets  are  met,  Executive  will be  entitled  to  receive  up to 150% of his
targeted bonus award.

         4.3      EVA Bonus Plan

         Itron agrees that it will adopt and  institute an Economic  Value Added
Bonus  Plan  (the "EVA  Bonus  Plan")  for its  officers,  including  Executive,
effective  at the  beginning  of  calendar  year 2000,  subject  to  shareholder
approval if necessary.  The  parameters of the EVA Bonus Plan are to be approved
by Itron's Board of Directors.

         4.4      Stock Options

         Executive  will be  granted an award of  options  to  purchase  200,000
shares  of Itron  common  stock  upon  commencement  of  Executive's  employment
hereunder. The exercise price of the options will be the average of the high and
low  sales  prices  of Itron  common  stock at the date  Executive's  employment
hereunder  commences.  Such options will be ISOs issued pursuant to Itron's 1989
Restated  Stock  Option Plan to the extent  permitted  by the tax code,  and the
balance  will be  nonqualified  options.  All of such options will vest in equal
annual installments over a three-year period.

         The option letter agreements evidencing these options will provide that
in the  event of a Change of  Control  (as  defined  in the  Change  of  Control
Agreement  referenced  in Section 7.4 hereof),  the vesting of such options will
accelerate so that they are exercisable as follows:

         Duration of Employment                Exercisable Portion of Option
           less than 6 months                               33%
            at least 6 months                               66%
           at least 12 months                              100%

Notwithstanding anything in the Change of Control Agreement to the contrary, the
acceleration  of vesting of any portion of the 200,000  options  contemplated by
this  Section  4.4 will not be taken into  account in  calculating  the  "Option
Acceleration  Value" under Section 6.2 of the Change of Control  Agreement,  and
accordingly the amount otherwise payable to Executive in accordance with Section
6.1 of the  Change of  Control  Agreement  will not be  reduced by virtue of the
acceleration of vesting of any of these options.

         4.5      Relocation and Moving Expenses

         Itron  shall pay or  reimburse  Executive  for the  following  expenses
incurred  by  Executive  in  connection  with  his  relocation  to the  Spokane,
Washington area:

         (a) reasonable  temporary  living  expenses,  for a period of up to 180
days,  incurred  by  Executive  and his  family  for  food,  lodging  and  other
incidentals, including a rental or leased car if necessary;

         (b) reasonable costs incurred by Executive for trips between  Lynnwood,
New Jersey and Spokane, Washington during the temporary living period;

         (c) reasonable expenses (including airfare, lodging and meals) incurred
by  Executive's   spouse  in  connection  with  homefinding  trips  to  Spokane,
Washington;

         (d) reasonable  moving expenses incurred by Executive and his family in
connection with the moving of their household  goods,  personal  possessions and
cars  (mileage or moving  expense)  from  Lynnwood,  New Jersey to the  Spokane,
Washington area (moving company to be selected by Executive from three bids);

         (e) if  Executive  sells his home in Lynnwood,  New Jersey,  reasonable
expenses  associated  with that sale,  including  commissions;  if  Executive is
unable  with  reasonable  effort  to sell his home in  Lynnwood,  New  Jersey by
September 1, 1999,  the costs  associated  with purchase and resale of said home
through an executive relocation home purchase firm; and

         (f) a lump sum payment equal to two months of  Executive's  base salary
to cover incidental expenses associated with the relocation of Executive and his
family to Spokane, Washington.

5.       Benefits

         During  the  term of this  Agreement,  Executive  will be  entitled  to
participate,   subject  to  and  in  accordance  with   applicable   eligibility
requirements, in fringe benefit programs, including, but not limited to, health,
dental and vision  insurance,  group life  insurance and such other  programs as
shall be  provided  from  time to time by,  to the  extent  required,  action of
Itron's Board of Directors (or any person or committee appointed by the Board of
Directors to determine fringe benefit programs and other emoluments).  Executive
shall also be entitled to four weeks vacation per year.

6.       Termination

         Employment of Executive pursuant to this Agreement may be terminated as
follows,  but in any case,  the provisions of Section 8 hereof shall survive the
termination  of this Agreement and the  termination  of  Executive's  employment
hereunder:

         6.1      By Itron

         With or without  Cause (as  defined  below),  Itron may  terminate  the
employment  of Executive at any time during the term of  employment  upon giving
Notice of Termination (as defined below).

         6.2      By Executive

         Executive  may terminate  his  employment at any time,  for any reason,
upon giving Notice of Termination.

         6.3      Automatic Termination

         This Agreement and  Executive's  employment  hereunder  shall terminate
automatically  upon the death or total disability of Executive.  The term "total
disability"  as used  herein  shall mean  Executive's  inability  to perform the
duties set forth in Section 1 hereof  for a period or  periods  aggregating  120
calendar days in any 12-month  period as a result of physical or mental illness,
loss of legal  capacity or any other cause beyond  Executive's  control,  unless
Executive  is  granted a leave of absence  by the Board of  Directors  of Itron.
Executive and Itron hereby  acknowledge that Executive's  ability to perform the
duties  specified  in  Section 1 hereof  is of the  essence  of this  Agreement.
Termination  hereunder  shall be  deemed to be  effective  (a) at the end of the
calendar  month in which  Executive's  death  occurs or (b)  immediately  upon a
determination  by  the  Board  of  Directors  of  Itron  of  Executive's   total
disability, as defined herein.

         6.4      Notice

         The term "Notice of  Termination"  shall mean at least 30 days' written
notice of termination of Executive's employment, during which period Executive's
employment and performance of services will continue;  provided,  however,  that
Itron  may,   upon  notice  to  Executive  and  without   reducing   Executive's
compensation during such period,  excuse Executive from any or all of his or her
duties during such period.  The effective date of the termination of Executive's
employment hereunder shall be the date on which such 30-day period expires.

7.       Termination Payments

         In the  event  of  termination  of the  employment  of  Executive,  all
compensation  and benefits set forth in this Agreement shall terminate except as
specifically provided in this Section 7:

         7.1      Termination by Itron

         If Itron terminates  Executive's  employment without Cause prior to the
end of the term of this  Agreement,  Executive  shall be entitled to receive (a)
termination  payments equal to  twenty-four  (24) months' annual base salary and
(b) any unpaid  annual  base  salary  which has  accrued  for  services  already
performed  as  of  the  date  termination  of  Executive's   employment  becomes
effective. If Executive is terminated by Itron for Cause, Executive shall not be
entitled to receive any of the foregoing benefits, other than those set forth in
clause (b) above.

         7.2      Termination by Executive

         In the case of the termination of Executive's  employment by Executive,
Executive shall not be entitled to any payments hereunder,  other than those set
forth in clause (b) of Section 7.1 hereof.

         7.3      Expiration of Term

         In the case of a termination of  Executive's  employment as a result of
the expiration of the term of this Agreement, Executive shall not be entitled to
receive  any  payments  hereunder,  other  than those set forth in clause (b) of
Section 7.1 hereof.

         7.4      Termination in Connection With a Change in Control

         Concurrent with the commencement of Executive's  employment  hereunder,
Executive and Itron shall enter into a Change of Control Agreement with Itron, a
copy of which is attached hereto as Exhibit A. Notwithstanding  Sections 7.1 and
7.2 of  this  Agreement  and  in  full  substitution  therefor,  if  Executive's
employment  terminates  under  circumstances  described in the Change of Control
Agreement,  Executive's rights upon termination will be governed by terms of the
Change of Control  Agreement and his right to  termination  payments  under this
Employment Agreement shall cease.

         7.5      Payment Schedule

         All  payments  under this  Section 7 shall be made to  Executive at the
same interval as payments of salary were made to Executive  immediately prior to
termination.

         7.6      Cause

         Wherever  reference is made in this Agreement to termination being with
or without Cause, "Cause" shall include,  without limitation,  the occurrence of
one or more of the following events:

                  (a)  Failure  or  refusal  to carry out the  lawful  duties of
         Executive  described in Section 1 hereof or any directions of the Board
         of Directors of Itron, which directions are reasonably  consistent with
         the duties herein set forth to be performed by Executive;

                  (b) Violation by Executive of a state or federal  criminal law
         involving the commission of a crime against Itron or a felony;

                  (c) Current use by Executive of illegal substances; deception,
         fraud,  misrepresentation  or  dishonesty  by  Executive;  any incident
         materially compromising  Executive's reputation or ability to represent
         Itron  with  the  public;  any  act  or  omission  by  Executive  which
         substantially impairs Itron's business, good will or reputation; or any
         other misconduct; or

                  (d) Any other  material  violation  of any  provision  of this
Agreement.

8.       Noncompetition and Nonsolicitation

         8.1      Applicability

         This Section 8 shall survive the termination of Executive's  employment
with Itron or the expiration of the term of this Agreement.

         8.2      Scope of Competition

         Executive agrees that he will not,  directly or indirectly,  during his
employment  and for a period of two years from the date on which his  employment
with Itron terminates for any reason,  whether before or after the expiration of
this Agreement,  be employed by, consult with or otherwise perform services for,
own, manage, operate, join, control or participate in the ownership, management,
operation or control of or be connected with, in any manner,  any Competitor.  A
"Competitor"  shall include any entity which,  directly or indirectly,  competes
with Itron or produces,  markets,  distributes or otherwise derives benefit from
the production,  marketing or distribution of products or services which compete
with  products then  produced or services  then being  provided or marketed,  by
Itron  or the  feasibility  for  production  of  which  Itron  is then  actually
studying,  or which is preparing to market or is developing products or services
that will be in competition with the products or services then produced or being
studied or developed  by Itron,  in each case within the global  marketplace  in
which Itron does business,  unless  released from such  obligation in writing by
Itron's  Board of  Directors.  Executive  shall be  deemed to be  related  to or
connected with a Competitor if such  Competitor is (a) a partnership in which he
is a general or limited partner or employee, (b) a corporation or association of
which he is a shareholder,  officer, employee or director, or (c) a partnership,
corporation  or  association  of  which he is a  member,  consultant  or  agent;
provided,  however,  that nothing herein shall prevent the purchase or ownership
by  Executive  of  shares  which  constitute  less  than  five  percent  of  the
outstanding  equity securities of a publicly or privately held  corporation,  if
Executive had no other relationship with such corporation.

         8.3      Scope of Nonsolicitation

         Executive  shall not  directly  or  indirectly  solicit,  influence  or
entice, or attempt to solicit,  influence or entice,  any employee or consultant
of Itron to cease his or her  relationship  with  Itron or  solicit,  influence,
entice or in any way divert any customer,  distributor,  partner, joint venturer
or supplier of Itron to do  business  or in any way become  associated  with any
Competitor. This Section 8.3 shall apply during the time period and geographical
area described in Section 8.2 hereof.

         8.4      Assignment of Intellectual Property

         All concepts, designs, machines, devices, uses, processes,  technology,
trade  secrets,  works  of  authorship,   customer  lists,  plans,  embodiments,
inventions,  improvements  or related work product  (collectively  "Intellectual
Property")  which  Executive  develops,  conceives or first  reduces to practice
during  the term of his  employment  hereunder  or  within  one year  after  the
termination  of his employment  hereunder or the  expiration of this  Agreement,
whether working alone or with others,  shall be the sole and exclusive  property
of Itron,  together with any and all Intellectual  Property  rights,  including,
without limitation,  patent or copyright rights,  related thereto, and Executive
hereby  assigns  to  Itron  all of  such  Intellectual  Property.  "Intellectual
Property" shall include only such concepts,  designs,  machines,  devices, uses,
processes,  technology,  trade  secrets,  customer  lists,  plans,  embodiments,
inventions,  improvements  and work  product  which (a)  relate  to  Executive's
performance of services under this Agreement, to Itron's field of business or to
Itron's actual or demonstrably  anticipated research or development,  whether or
not  developed,  conceived or first reduced to practice  during normal  business
hours or with the use of any  equipment,  supplies,  facilities  or trade secret
information  or other resource of Itron or (b) are developed in whole or in part
on Itron's time or developed using Itron's  equipment,  supplies,  facilities or
trade secret information,  or other resources of Itron,  whether or not the work
product  relates to Itron's field of business or Itron's actual or  demonstrably
anticipated research.

         8.5      Disclosure and Protection of Inventions

         Executive shall disclose in writing all concepts,  designs,  processes,
technology,   plans,   embodiments,   inventions  or  improvements  constituting
Intellectual  Property  to Itron  promptly  after the  development  thereof.  At
Itron's  request and at Itron's  expense,  Executive  will  assist  Itron or its
designee  in  efforts  to  protect  all  rights  relating  to such  Intellectual
Property. Such assistance may include,  without limitation,  the following:  (a)
making application in the United States and in foreign countries for a patent or
copyright on any work products  specified by Itron;  (b) executing  documents of
assignment  to Itron or its  designee  of all of  Executive's  right,  title and
interest in and to any work product and related  intellectual  property  rights;
and (c) taking  such  additional  action  (including,  without  limitation,  the
execution and delivery of  documents)  to perfect,  evidence or vest in Itron or
its designee all right,  title and interest in and to any Intellectual  Property
and any rights related thereto.

         8.6      Nondisclosure; Return of Materials

         During the term of his employment by Itron and following termination of
such  employment,  he will not  disclose  (except as  required  by his duties to
Itron), any concept, design, process,  technology,  trade secret, customer list,
plan,  embodiment,  or invention,  any other Intellectual  Property or any other
confidential information, whether patentable or not, of Itron of which Executive
becomes  informed or aware during his  employment,  whether or not  developed by
Executive.  In the event of the  termination of his employment with Itron or the
expiration of this  Agreement,  Executive  will return all  documents,  data and
other materials of whatever nature,  including,  without  limitation,  drawings,
specifications,  research, reports,  embodiments,  software and manuals to Itron
which pertain to his employment with Itron or to any  Intellectual  Property and
shall not  retain or cause or allow any  third  party to retain  photocopies  or
other reproductions of the foregoing.

         8.7      Equitable Relief

         Executive  acknowledges  that  the  provisions  of this  Section  8 are
essential to Itron, that Itron would not enter into this Agreement if it did not
include  this  Section 8 and that  damages  sustained  by Itron as a result of a
breach of this Section 8 cannot be adequately remedied by damages, and Executive
agrees  that  Itron,  notwithstanding  any other  provision  of this  Agreement,
including,  without limitation,  Section 15 hereof, and in addition to any other
remedy  it may  have  under  this  Agreement  or at law,  shall be  entitled  to
injunctive  and other  equitable  relief to prevent or curtail any breach of any
provision of this Agreement, including, without limitation, this Section 8.

         8.8      Effect of Violation

         Executive and Itron acknowledge and agree that additional consideration
has been given for  Executive  entering  into this  Section  8, such  additional
consideration  including,  without  limitation,   relocation  allowances,  bonus
eligibility and certain provisions for termination  payments pursuant to Section
7 of this  Agreement.  Violation by  Executive  of this Section 8 shall  relieve
Itron of any obligation it may have to make any further such payments, but shall
not relieve Executive of his obligations, as required hereunder, not to compete.

         8.9      Definition of Itron

         For  purposes of Section 8.2 and  Section  8.3  hereof,  "Itron"  shall
include all subsidiaries of Itron,  Itron's parent corporation,  if any, and any
business ventures in which Itron, its subsidiaries or its parent corporation may
participate.

9.       Representations and Warranties

         In  order to  induce  Itron to enter  into  this  Agreement,  Executive
represents and warrants to Itron as follows:

         9.1      No Violation of Other Agreements

         Neither  the  execution  nor  the  performance  of  this  Agreement  by
Executive will violate or conflict in any way with any other  agreement by which
Executive  may be bound,  or with any other  duties  imposed  upon  Executive by
corporate or other statutory or common law.

         9.2      Patents, Etc.

         Executive has prepared and attached  hereto as Schedule 1 a list of all
inventions, patent applications and patents made or conceived by Executive prior
to the date  hereof,  which are subject to prior  agreement  or which  Executive
desires  to  exclude  from this  Agreement,  or,  if no such  list is  attached,
Executive  hereby  represents  and  warrants  to Itron  that  there  are no such
inventions, patent applications or patents.

10.      Indemnification

         Concurrent with the commencement of Executive's  employment  hereunder,
Executive  and Itron shall enter into an  Indemnification  Agreement in the form
attached hereto as Exhibit B.

11.      Notice and Cure of Breach

         Whenever a breach of this  Agreement  by either party is relied upon as
justification  for any action taken by the other party pursuant to any provision
of this Agreement, other than pursuant to the definition of "Cause" set forth in
Section 7.6 hereof,  before such action is taken, the party asserting the breach
of this  Agreement  shall give the other party at least  twenty (20) days' prior
written  notice of the  existence  and the nature of such breach  before  taking
further action hereunder and shall give the party  purportedly in breach of this
Agreement the opportunity to correct such breach during the 20-day period.

12.      Form of Notice

         All  notices  given  hereunder   shall  be  given  in  writing,   shall
specifically  refer to this Agreement and shall be personally  delivered or sent
by telecopy or other  electronic  facsimile  transmission  or by  registered  or
certified mail, return receipt  requested,  at the address set forth below or at
such other  address as may hereafter be designated by notice given in compliance
with the terms hereof:

         If to Executive:             Michael Chesser



         If to Itron:                 Itron, Inc.
                                      Attn:  Chairman of the Board
                                      2818 N. Sullivan Rd.
                                      Spokane, WA  99216

         Copy to:                     Linda A. Schoemaker
                                      Perkins Coie
                                      1201 Third Avenue, 40th Floor
                                      Seattle, WA  98101-3099

If notice is mailed,  such notice shall be effective upon mailing,  or if notice
is  personally  delivered  or sent by  telecopy  or other  electronic  facsimile
transmission, it shall be effective upon receipt.

13.      Assignment

         This  Agreement is personal to Executive and shall not be assignable by
Executive. Subject to the provisions of Section 7.4 hereof, Itron may assign its
rights hereunder to (a) any corporation resulting from any merger, consolidation
or  other  reorganization  to which  Itron  is a party  or (b) any  corporation,
partnership,  association  or other  person to which Itron may  transfer  all or
substantially all of the assets and business of Itron existing at such time. All
of the terms and  provisions of this  Agreement  shall be binding upon and shall
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
respective successors and permitted assigns.

14.      Waivers

         No delay or failure by any party hereto in  exercising,  protecting  or
enforcing any of its rights,  titles,  interests or remedies  hereunder,  and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof.  The express waiver by a party hereto of any right, title,  interest or
remedy in a particular  instance or  circumstance  shall not constitute a waiver
thereof in any other instance or circumstance.  All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.

15.      Arbitration

         Subject to the provisions of Section 8.7 hereof,  any  controversies or
claims arising out of or relating to this  Agreement  shall be fully and finally
settled by arbitration in accordance  with the Commercial  Arbitration  Rules of
the American Arbitration Association then in effect (the "AAA Rules"), conducted
by one arbitrator  either  mutually agreed upon by Itron and Executive or chosen
in accordance with the AAA Rules, except that the parties thereto shall have any
right to discovery as would be permitted by the Federal Rules of Civil Procedure
for a period of 90 days following the  commencement of such  arbitration and the
arbitrator  thereof shall  resolve any dispute  which arises in connection  with
such discovery.  The prevailing  party shall be entitled to costs,  expenses and
reasonable  attorneys'  fees,  and  judgment  upon  the  award  rendered  by the
arbitrator may be entered in any court having jurisdiction thereof.

16.      Amendments in Writing

         No amendment,  modification,  waiver,  termination  or discharge of any
provision of this  Agreement,  nor consent to any departure  therefrom by either
party  hereto,  shall in any  event be  effective  unless  the same  shall be in
writing,  specifically  identifying this Agreement and the provision intended to
be amended,  modified,  waived, terminated or discharged and signed by Itron and
Executive,  and  each  such  amendment,  modification,  waiver,  termination  or
discharge shall be effective only in the specific  instance and for the specific
purpose  for which  given.  No  provision  of this  Agreement  shall be  varied,
contradicted  or  explained  by  any  oral  agreement,   course  of  dealing  or
performance  or any other  matter not set forth in an  agreement  in writing and
signed by Itron and Executive.

17.      Applicable Law

         This  Agreement  shall  in  all  respects,  including  all  matters  of
construction,  validity  and  performance,  be governed  by, and  construed  and
enforced in accordance with, the laws of the state of Washington, without regard
to any rules governing conflicts of laws.

18.      Severability

         If any provision of this  Agreement  shall be held invalid,  illegal or
unenforceable  in  any  jurisdiction,   for  any  reason,   including,   without
limitation, the duration of such provision, its geographical scope or the extent
of the  activities  prohibited  or  required  by it,  then,  to the full  extent
permitted by law (a) all other provisions  hereof shall remain in full force and
effect in such  jurisdiction and shall be liberally  construed in order to carry
out the  intent of the  parties  hereto as nearly as may be  possible,  (b) such
invalidity,  illegality  or  unenforceability  shall not  affect  the  validity,
legality or enforceability  of any other provision hereof,  and (c) any court or
arbitrator  having  jurisdiction  thereover  shall have the power to reform such
provision to the extent  necessary for such  provision to be  enforceable  under
applicable law.

19.      Headings

         All headings used herein are for convenience  only and shall not in any
way affect the construction of, or be taken into  consideration in interpreting,
this Agreement.

20.      Counterparts

         This Agreement, and any amendment or modification entered into pursuant
to Section 16 hereof,  may be  executed in any number of  counterparts,  each of
which  counterparts,  when so executed and  delivered,  shall be deemed to be an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.

21.      Entire Agreement

         This Agreement, including exhibits hereto incorporated by reference, on
and as of the date hereof  constitutes  the entire  agreement  between Itron and
Executive   with  respect  to  the  subject  matter  hereof  and  all  prior  or
contemporaneous  oral or written  communications,  understandings  or agreements
between  Itron and  Executive  with  respect to such  subject  matter are hereby
superseded and nullified in their entireties.

         IN WITNESS  WHEREOF,  the parties  have  executed and entered into this
Agreement on the date set forth above.

                                             Michael Chesser:

                                             /s/ Michael Chesser
                                             ----------------------



                                             Itron, Inc.:

                                             /s/ Johnny Humphreys
                                             ----------------------

                                             By
                                               Its: Chairman of the Board
  


5 6-MOS Dec-31-1999 Jun-30-1999 2,888 0 52,176 5,907 20,328 91,125 155,932 (62,496) 232,551 43,363 0 0 0 106,783 10,435 232,551 103,166 103,166 66,664 66,664 35,849 0 (3,298) (2,645) 830 (1,815) 0 3,660 0 1,845 0.12 0.12