Commitments and Contingencies

Guarantees and Indemnifications

We are often required to obtain standby letters of credit (LOC’s) or bonds in support of our obligations for customer contracts. These standby LOC’s or bonds typically provide a guarantee to the customer for future performance, which usually covers the installation phase of a contract and may on occasion cover the operations and maintenance phase of outsourcing contracts.

Our available lines of credit, outstanding standby LOC’s, and bonds are as follows:



	June 30, 2011			December 31, 2010
	(in thousands)
Credit facility⁽¹⁾
Multicurrency revolving line of credit	$	315,000		$	240,000
Standby LOC’s issued and outstanding	(39,970		)	(43,540		)
Net available for additional borrowings and LOC’s	$	275,030		$	196,460

Unsecured multicurrency revolving lines of credit with various financial institutions
Total lines of credit	$	74,685		$	49,122
Standby LOC’s issued and outstanding	(32,329		)	(21,784		)
Short-term borrowings⁽²⁾	(264		)	(66		)
Net available for additional borrowings and LOC’s	$	42,092		$	27,272

Unsecured surety bonds in force	$	133,352		$	120,109


⁽¹⁾	See Note 6 for details regarding our credit facility, which is secured.


⁽²⁾	Short-term borrowings are included in “Other current liabilities” on the Consolidated Balance Sheets.

In the event any such standby LOC or bond is called, we would be obligated to reimburse the issuer of the standby LOC or bond; however, we do not believe that any outstanding LOC or bond will be called.

We generally provide an indemnification related to the infringement of any patent, copyright, trademark, or other intellectual property right on software or equipment within our sales contracts, which indemnifies the customer from and pays the resulting costs, damages, and attorney’s fees awarded against a customer with respect to such a claim provided that (a) the customer promptly notifies us in writing of the claim and (b) we have the sole control of the defense and all related settlement negotiations. We also provide an indemnification to our customers for third party claims resulting from damages caused by the negligence or willful misconduct of our employees/agents in connection with the performance of certain contracts. The terms of our indemnifications generally do not limit the maximum potential payments. It is not possible to predict the maximum potential amount of future payments under these or similar agreements.

Legal Matters

We are subject to various legal proceedings and claims of which the outcomes are subject to significant uncertainty. Our policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. A determination of the amount of the liability required, if any, for these contingencies is made after an analysis of each known issue. A liability is recorded and charged to operating expense when we determine that a loss is probable and the amount can be reasonably estimated. Additionally, we disclose contingencies for which a material loss is reasonably possible, but not probable. Liabilities recorded for legal contingencies at June 30, 2011 were not material to our financial condition or results of operations.

In October, 2010, Transdata Incorporated (Transdata) filed a complaint in the U.S. District Court for the Eastern District of Texas against CenterPoint Energy, one of our customers, and several other utilities alleging infringement of three patents owned by Transdata related to the use of an antenna in a meter. Pursuant to our contract with CenterPoint, we agreed to indemnify and defend CenterPoint in this lawsuit. The complaint seeks unspecified damages as well as injunctive relief. CenterPoint has denied all of the allegations. We believe these claims are without merit and we intend to vigorously defend our interests. We do not believe this matter will have a material adverse effect on our business or financial condition, although an unfavorable outcome could have a material adverse effect on our results of operations for the period in which such a loss is recognized.

On February 23, 2011, a class action lawsuit was filed in U.S. Federal Court for the Eastern District of Washington alleging a violation of federal securities laws relating to a restatement of our financial results for the quarters ended March 31, June 30, and September 30, 2010. These revisions were made primarily to defer revenue that had been incorrectly recognized on one contract due to a misinterpretation of an extended warranty obligation. The effect was to reduce revenue and earnings in each of the first three quarters of the year. For the first nine months of 2010, total revenue was reduced by $6.1 million and diluted EPS was reduced by $0.11. We believe the facts and legal claims alleged are without merit and we intend to vigorously defend our interests.

In March 2011, a lawsuit was filed in the Superior Court of the State of Washington, in and for Spokane County against certain officers and directors seeking unspecified damages on behalf of Itron, Inc. The complaint alleges that the defendants breached their fiduciary obligations to Itron with respect to the restatement of Itron's financial results for the quarters ended March 31, June 30, and September 30, 2010. This lawsuit is a shareholder derivative action that purports to assert claims on behalf of Itron, Inc.

In June 2011, a lawsuit was filed in the United States District Court for the Eastern District of Texas alleging infringement of three patents owned by EON Corp. IP Holdings, LLC (EON), related to two-way communication networks, network components, and related software platforms. The complaint seeks unspecified damages as well as injunctive relief. Although the complaint was filed, it has not been served and Itron has received a letter from EON requesting settlement discussions. We believe these claims are without merit and we intend to vigorously defend our interests. We do not believe this matter will have a material adverse effect on our business or financial condition, although an unfavorable outcome could have a material adverse effect on our results of operations for the period in which the claim is resolved.

Warranty

A summary of the warranty accrual account activity is as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
	(in thousands)
Beginning balance	$	59,163		$	33,353		$	51,283		$	33,873
New product warranties	2,196			3,221			4,079			6,017
Other changes/adjustments to warranties	5,631			14,366			14,643			15,596
Reclassification from other current liabilities	—			2,687			—			2,878
Claims activity	(4,768		)	(3,317		)	(9,215		)	(7,063		)
Effect of change in exchange rates	616			(786		)	2,048			(1,777		)
Ending balance, June 30	62,838			49,524			62,838			49,524
Less: current portion of warranty	29,999			26,250			29,999			26,250
Long-term warranty	$	32,839		$	23,274		$	32,839		$	23,274

Total warranty expense is classified within cost of revenues and consists of new product warranties issued and other changes and adjustments to warranties.

Warranty expense associated with our segments for the three and six months ended June 30 is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(in thousands)
Itron North America	$	3,625	$	6,068	$	6,514	$	8,739
Itron International	4,202		11,519		3,650		12,874
Total warranty expense	$	7,827	$	17,587	$	10,164	$	21,613

Warranty expense for the six months ended June 30, 2011 for Itron International reflects an $8.6 million recovery from a third party, associated with the settlement of product claims in Sweden in 2010, and a warranty charge of $7.7 million related to certain products in Brazil. Warranty expense for the six months ended June 30, 2010 for Itron International included $9.6 million related to the resolution of claims in Sweden.

Extended Warranty

A summary of changes to unearned revenue for extended warranty contracts is as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
	(in thousands)
Beginning balance	$	17,193		$	7,459		$	14,637		$	5,870
Unearned revenue for new extended warranties	2,215			2,587			5,148			4,546
Unearned revenue recognized	(299		)	(381		)	(676		)	(751		)
Ending balance, June 30	19,109			9,665			19,109			9,665
Less: current portion of unearned revenue for extended warranty	1,160			1,319			1,160			1,319
Long-term unearned revenue for extended warranty within Other long-term obligations	$	17,949		$	8,346		$	17,949		$	8,346

Health Benefits

We are self insured for a substantial portion of the cost of our U.S. employee group health insurance. We purchase insurance from a third party, which provides individual and aggregate stop loss protection for these costs. Each reporting period, we expense the costs of our health insurance plan including paid claims, the change in the estimate of incurred but not reported (IBNR) claims, taxes, and administrative fees (collectively, the plan costs).

Plan costs are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(in thousands)
Plan costs	$	5,927	$	4,316	$	12,671	$	9,402

IBNR accrual, which is included in wages and benefits payable, are as follows:



	June 30, 2011		December 31, 2010
	(in thousands)
IBNR accrual	$	2,386	$	2,056

Our IBNR accrual and expenses may fluctuate due to the number of plan participants, claims activity, and deductible limits. For our employees located outside of the United States, health benefits are provided primarily through governmental social plans, which are funded through employee and employer tax withholdings.

Restructuring

As a result of our global segment reorganization that was announced in March 2011, we are performing a comprehensive review of our cost structure. We are also completing a feasibility study of our manufacturing footprint to determine how to consolidate our manufacturing operations to reduce costs and improve efficiency. Once these plans are formalized and approved by management, which we expect to be complete in October 2011, we will provide estimated charges by category. Restructuring costs of $1.9 million were recorded in the second quarter of 2011 primarily associated with severance for positions that were eliminated in the second quarter.