Specialized Disclosure Report (sd)
May 29 2015 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM SD
Specialized Disclosure Report
___________________________________
ITRON, INC.
(Exact name of registrant as specified in its charter)
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Washington | 000-22418 | 91-1011792 |
(State of Incorporation) | Commission File Number | (I.R.S. Employer Identification Number) |
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2111 N Molter Road, Liberty Lake, Washington | 99019 |
(Address of principal executive offices) | (Zip Code) |
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John W. Holleran | (509) 924-9900 |
(Name and telephone number, including area code, of the person to contact in connection with this report) |
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
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x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to |
| December 31, 2014. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Itron, Inc. (Itron) evaluated its current product lines and determined that it manufactures certain products that contain tin, tungsten, tantalum, or gold (collectively, conflict minerals). Itron is filing this form along with a Conflict Minerals Report to disclose the process it used to determine the source of the conflict minerals utilized in the manufacture of its products.
Item 1.02 Exhibit
A copy of Itron, Inc.'s Conflict Minerals Report is filed as Exhibit 1.01 hereto and is publicly available at www.itron.com under the Investors link. The content of our website as referred to in this Form SD is included for general information only and is not incorporated by reference into this Form SD.
Section 2 – Exhibits
Item 2.01 Exhibits
Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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 duly authorized undersigned.
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| | ITRON, INC. |
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May 28, 2015 | | By: | /s/ JOHN W. HOLLERAN |
Date | | | John W. Holleran |
| | | Executive Vice President and COO |
Exhibit 1.01
Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934
This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2014 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.
Company Overview
We are a technology company, offering end-to-end smart metering solutions to electric, natural gas, and water utilities around the world. Our smart metering solutions, meter data management software, and knowledge application solutions bring additional value to a utility’s metering and grid systems. Our professional services help our customers project-manage, install, implement, operate, and maintain their systems. We operate under the Itron brand worldwide and manage and report under three operating segments, Electricity, Gas, and Water.
Product Overview
Itron manufactures standard, advanced, and smart meters, communications systems, and communication modules. We have determined that certain of these products contain conflict minerals. These products are manufactured in our 22 manufacturing facilities throughout the world and are sold throughout the world.
Supply Chain Overview
Our supply chain is complex. We do not directly source conflict minerals from smelters, refiners, or mines. We do not have direct knowledge to determine our conflict minerals country of origin, chain of custody, or whether or not these conflict minerals have directly or indirectly financed or benefited armed groups in the Democratic Republic of Congo or adjoining countries. There are multiple tiers between our company and the mines. Accordingly, we rely on our direct suppliers to determine the origin of the conflict minerals contained in our products.
Due Diligence Process Update
In conducting our due diligence, Itron utilizes the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD 2011) (OECD Framework), an internationally recognized due diligence framework.
During 2014, in an effort to continue to meet our ongoing due diligence requirements, we updated our supplier agreements to include conflict mineral language in the Terms of Contract (TOC) and Supplier Code of Conduct (SCC). This includes our expectation that suppliers source conflict minerals from certified conflict-free smelters. We request all new suppliers sign our standard TOC and SCC to confirm their understanding of our expectations.
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