-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ed7HztGF4hr3kgste5PrPxbaqkUQdGRlmXheqI/KzDzsNNfm/duKqIH1Iiz8NEEg ojvKLcNboDT/lV0PReGtAg== 0001157523-04-009202.txt : 20041013 0001157523-04-009202.hdr.sgml : 20041013 20041013090035 ACCESSION NUMBER: 0001157523-04-009202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITRON INC /WA/ CENTRAL INDEX KEY: 0000780571 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911011792 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 041076105 BUSINESS ADDRESS: STREET 1: 2818 N SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099249900 MAIL ADDRESS: STREET 1: 2818 NORTH SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 FORMER COMPANY: FORMER CONFORMED NAME: ITRON INC DATE OF NAME CHANGE: 19920724 8-K 1 a4740120.txt ITRON INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 13, 2004 -------------------------------------- Date of Report (Date of Earliest Event Reported) ITRON, INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 - ------------------------------- --------------------- ------------------ (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 2818 N. Sullivan Road, Spokane, WA 99216 ------------------------------------------------------------------------------ (Address of Principal Executive Offices, Zip Code) (509) 924-9900 ------------------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) None - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure On October 13, 2004, Itron, Inc. issued a press release providing an update to expected financial results for the quarter ended September 30, 2004. A copy of this press release is attached as exhibit 99.1 Item 9.01 Financial Statements and Exhibits. (c) Exhibits. - -------------- ------------------------------------------ Exhibit Number Description - -------------- ------------------------------------------ 99.1 Press Release Dated October 13, 2004 - -------------- ------------------------------------------ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ITRON, INC. Dated: October 13, 2004 By: /s/ DAVID G. REMINGTON ---------------------- David G. Remington Vice President and Chief Financial Officer The following exhibits are filed as part of this report: EXHIBIT INDEX Exhibit Number Description - -------------- ---------------------------------------------- 99.1 Press Release Dated October 13, 2004 The information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified in Itron, Inc.'s Annual Report on Form 10-K and other of the Company's filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements. EX-99.1 2 a4740120ex991.txt NEWS RELEASE Exhibit 99.1 Itron Announces Improved Outlook for Q3 2004 Earnings and Large AMR Order Booking in Q4 SPOKANE, Wash.--(BUSINESS WIRE)--Oct. 13, 2004--Itron, Inc. (Nasdaq:ITRI), announced today that third quarter net income is expected to be better than it previously indicated and that it expects third quarter pro forma EPS to be approximately 20% higher than the current analyst consensus of 23 cents per share. Pro forma earnings exclude restructuring charges and intangible amortization. The Company cited slightly higher revenues and better than expected profitability from its electricity metering operations, which it acquired from Schlumberger on July 1, 2004, as a primary factor contributing to the improved outlook for the third quarter, as well as lower operating expenses than planned. Itron also announced that in the first week of October it booked an order with an investor-owned electric and gas utility to expand its existing mobile automatic meter reading (AMR) system to cover approximately 200,000 additional customers. The order also includes a first-time purchase by this customer of 50,000 Itron solid-state electricity meters. Installation of the system will begin immediately. "We are delighted with the smooth integration so far of our electricity metering acquisition and the better than expected financial results from those operations," said LeRoy Nosbaum, chairman and CEO. "The new AMR order we just received is a nice way to start the fourth quarter. However, at this point, there is still a lot of expected business to be solidified for the fourth quarter, and consequently, our earnings guidance for the second half of 2004 remains unchanged." Itron is scheduled to release its third quarter 2004 financial results on November 2, 2004. Forward Looking Statements: This release contains forward-looking statements concerning Itron's operations, economic performance, sales, earnings and cash flow. These statements reflect our current plans and expectations and are based on information currently available. They rely on a number of assumptions and estimates, which could be inaccurate, and which are subject to risks and uncertainties that could cause our actual results to vary materially from those anticipated. Risks and uncertainties include the rate and timing of customer demand for the Company's products, potential disruptions in operations associated with integrating the SEM acquisition, rescheduling of current customer orders, changes in estimated liabilities for product warranties, changes in laws and regulations, and other factors which are more fully described in our Annual Report on Form 10-K for the year ended December 31, 2003 and Form 10-Q's for the quarters ended March 31, 2004 and June 30, 2004 on file with the Securities and Exchange Commission. Itron undertakes no obligation to update publicly or revise any forward-looking statements. About Itron: Itron is a leading technology provider and critical source of knowledge to the global energy and water industries. More than 3,000 utilities worldwide rely on Itron technology to deliver the knowledge they require to optimize the delivery and use of energy and water. Itron delivers value to its clients by providing industry-leading solutions for electricity metering; meter data collection; energy information management; demand response; load forecasting, analysis and consulting services; distribution system design and optimization; web-based workforce automation; and enterprise and residential energy management. To know more, start here: www.itron.com. CONTACT: Itron, Inc. Mima Scarpelli, 509-891-3565 mima.scarpelli@itron.com -----END PRIVACY-ENHANCED MESSAGE-----