Debt

The components of our borrowings are as follows:



	June 30, 2011			December 31, 2010
	(in thousands)
Term loans
USD denominated term loan	$	200,616		$	218,642
EUR denominated term loan	151,350			174,031
Convertible senior subordinated notes	223,604			218,268
Total debt	575,570			610,941
Current portion of long-term debt	(234,449		)	(228,721		)
Long-term debt	$	341,121		$	382,220

Credit Facility

Our credit facility is dated April 18, 2007 and includes two amendments dated April 24, 2009 and February 10, 2010. The principal balance of our euro denominated term loan at June 30, 2011 and December 31, 2010 was €105.8 million and €132.4 million, respectively. Interest rates on the credit facility are based on the respective borrowing's denominated London Interbank Offered Rate (LIBOR) or the Wells Fargo Bank, National Association's prime rate, plus an additional margin subject to our consolidated leverage ratio. The additional interest rate margin was 3.50% at June 30, 2011. Our interest rates were 3.70% for the U.S. dollar denominated and 4.72% for the euro denominated term loans at June 30, 2011. Scheduled amortization of principal payments is 1% per year (0.25% quarterly) with an excess cash flow provision for additional annual principal repayment requirements. The amount of the excess cash flow provision payment varies according to our consolidated leverage ratio. Maturities of the term loans and the multicurrency revolving line of credit are in April 2014 and 2013, respectively. The credit facility is secured by substantially all of the assets of Itron, Inc. and our U.S. domestic operating subsidiaries and includes covenants, which contain certain financial ratios and place restrictions on the incurrence of debt, the payment of dividends, certain investments, incurrence of capital expenditures above a set limit, and mergers.

The credit facility includes a multicurrency revolving line of credit, which was increased from $240 million to $315 million on January 20, 2011. The increase was completed under the terms of the credit facility. Prepaid debt fees of $379,000 were capitalized associated with the increase in the credit line. There were no other changes to the credit facility.

At June 30, 2011, there were no borrowings outstanding under the revolving line of credit, and $40.0 million was utilized by outstanding standby letters of credit, resulting in $275.0 million being available for additional borrowings.

We repaid $2.7 million and $55.6 million of the term loans during the three and six months ended June 30, 2011, respectively. Repayments of $21.1 million and $73.9 million were made during the three and six months ended June 30, 2010, respectively. These term loan repayments were made with cash flows from operations and cash on hand. We were in compliance with the debt covenants under the credit facility at June 30, 2011.

Convertible Senior Subordinated Notes

On August 4, 2006, we issued $345 million of 2.50% convertible notes due August 2026. Fixed interest payments are required every six months, in February and August of each year. For each six month period beginning August 2011, contingent interest payments of approximately 0.19% of the average trading price of the convertible notes will be made if certain thresholds are met or events occur, as outlined in the indenture. The convertible notes are registered with the SEC and are generally transferable. Our convertible notes are not considered conventional convertible debt as the number of shares, or cash, to be received by the holders was not fixed at the inception of the obligation. We have concluded that the conversion feature of our convertible notes does not need to be bifurcated from the host contract and accounted for as a freestanding derivative, as the conversion feature is indexed to our own stock and would be classified within stockholders’ equity if it were a freestanding instrument.

The convertible notes may be converted at the option of the holder at a conversion rate of 15.3478 shares of our common stock for each $1,000 principal amount of the convertible notes, under the following circumstances, as defined in the indenture:


◦	if the closing sale price per share of our common stock exceeds $78.19, which is 120% of the conversion price of $65.16, for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding fiscal quarter;


◦	between July 1, 2011 and August 1, 2011, and any time after August 1, 2024;


◦	during the five business days after any five consecutive trading day period in which the trading price of the convertible notes for each day was less than 98% of the average conversion value of the convertible notes;


◦	if the convertible notes are called for redemption;


◦	if a fundamental change occurs; or


◦	upon the occurrence of defined corporate events.

The amount payable upon conversion is the result of a formula based on the closing prices of our common stock for 20 consecutive trading days following the date of the conversion notice. Based on the conversion ratio of 15.3478 shares per $1,000 principal amount of the convertible notes, if our stock price is lower than the conversion price of $65.16, the amount payable will be less than the $1,000 principal amount and will be settled in cash. Our closing stock price at June 30, 2011 was $48.16 per share.

Upon conversion, the principal amount of the convertible notes will be settled in cash and, at our option, the remaining conversion obligation (stock price in excess of conversion price) may be settled in cash, shares, or a combination. The conversion rate for the convertible notes is subject to adjustment upon the occurrence of certain corporate events, as defined in the indenture, to ensure that the economic rights of the convertible note holders are preserved.

The convertible notes also contain purchase options, at the option of the holders, which if exercised would require us to repurchase all or a portion of the convertible notes on August 1, 2011, August 1, 2016, and August 1, 2021 at 100% of the principal amount, plus accrued and unpaid interest. If we are required to purchase the convertible notes at 100% of the principal amount, no gain or loss would be recognized upon derecognition as the fair value of the consideration transferred to the holder would equal the fair value of the liability component.

On or after August 1, 2011, we have the option to redeem all or a portion of the convertible notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. If we elect to redeem all or a portion of the convertible notes at 100% of the principal amount, no gain or loss would be recognized upon derecognition as the fair value of the consideration transferred to the holder would equal the fair value of the liability component.

The convertible notes are unsecured, subordinated to our credit facility (senior secured borrowings), and are guaranteed by one U.S. subsidiary, which is 100% owned. The convertible notes contain covenants, which place restrictions on the incurrence of debt and certain mergers. We were in compliance with these debt covenants at June 30, 2011.

The convertible notes are classified as current on the Consolidated Balance Sheet due to the combination of put, call, and conversion options occurring in 2011.

Our convertible notes are separated between the liability and equity components using our estimated non-convertible debt borrowing rate at the time our convertible notes were issued, which was determined to be 7.38%. This rate also reflects the effective interest rate on the liability component. The equity component would be retained as a permanent component of our shareholders' equity in the event the convertible notes are either purchased or redeemed at 100% of the principal amount. At June 30, 2011, the discount on the liability component was fully amortized. The carrying amounts of the debt and equity components are as follows:



	June 30, 2011		December 31, 2010
	(in thousands)
Face value of convertible notes	$	223,604	$	223,604
Unamortized discount	—		(5,336		)
Net carrying amount of debt component	$	223,604	$	218,268

Carrying amount of equity component	$	31,831	$	31,831

The interest expense relating to both the contractual interest coupon and amortization of the discount on the liability component are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(in thousands)
Contractual interest coupon	$	1,397	$	1,397	$	2,795	$	2,795
Amortization of the discount on the liability component	2,693		2,501		5,336		4,957
Total interest expense on convertible notes	$	4,090	$	3,898	$	8,131	$	7,752