Current Report Filing (8-k)
September 01 2016 - 8:31AM
Edgar (US Regulatory)
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
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August 30, 2016
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Date of Report (Date of Earliest Event Reported)
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ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Washington
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000-22418
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91-1011792
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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2111 N. Molter Road, Liberty Lake, WA 99019
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(Address of Principal Executive Offices, Zip Code)
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(509) 924-9900
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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 the 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 2.02
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Results of Operations and Financial Condition.
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On September 1, 2016, Itron, Inc. (the “Company”) issued a press
release announcing its financial results for the three and six
months ended June 30, 2016. A copy of this press release and
accompanying financial statements are attached as Exhibit 99.1.
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The information in Item 2.02 of this Report and the attached exhibit
shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly stated by specific reference in such filing.
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Item 2.05
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Costs Associated with Exit or Disposal Activities.
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On August 30, 2016, the Board of Directors of the Company approved
projects (the “2016 Projects”) to restructure various company
activities in order to improve operational efficiencies, reduce
expenses and improve competiveness. The Company expects to close or
consolidate several facilities and reduce its global workforce as a
result of the restructuring.
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The 2016 Projects will begin immediately, and the Company expects to
substantially complete the 2016 Projects by the end of 2018. Many of
the Company’s employees are represented by unions or works councils,
which requires consultation, and potential restructuring projects
may be subject to regulatory approval, both of which could impact
the timing of charges and planned savings in certain jurisdictions.
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The Company estimates pre-tax restructuring charges of $55 million
to $65 million, with approximately $16 million to $19 million
related to closing or consolidating facilities and operations and
approximately $39 million to $46 million associated with severance
and other one-time termination benefits. Of the total estimated
charge, more than 90% is expected to result in cash expenditures. We
are currently evaluating the effect the charges will have on the
effective tax rate as certain international jurisdictions will be
subject to restructuring charges where a tax benefit may not be able
to be realized.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
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99.1
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Press Release dated September 1, 2016.*
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*This exhibit is intended to be furnished and shall not be deemed
"filed" for purposes of the Exchange Act.
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Forward Looking Statements
The information presented in this Current Report on Form 8-K contains
forward-looking statements within in the meaning of the Private
Securities Litigation Reform Act of 1995. These statements relate to
our expectations about revenues, operations, financial performance,
earnings, earnings per share, cash flows and restructuring activities
including headcount reductions and other cost savings
initiatives. Although we believe the estimates and assumptions upon
which these forward-looking statements are based are reasonable, any of
these estimates or assumptions could prove to be inaccurate and the
forward-looking statements based on these estimates and assumptions
could be incorrect. Our operations involve risks and uncertainties, many
of which are outside our control, and any one of which, or a combination
of which, could materially affect our results of operations and whether
the forward-looking statements ultimately prove to be correct. Actual
results and trends in the future may differ materially from those
suggested or implied by the forward-looking statements depending on a
variety of factors. Some of the factors that we believe could affect our
results include our ability to execute on our restructuring plan, our
ability to achieve estimated cost savings, the rate and timing of
customer demand for our products, rescheduling of current customer
orders, changes in estimated liabilities for product warranties, adverse
impacts of litigation, changes in laws and regulations, our dependence
on new product development and intellectual property, future
acquisitions, changes in estimates for stock-based and bonus
compensation, increasing volatility in foreign exchange rates,
international business risks and other factors that are more fully
described in our Annual Report on Form 10-K for the year ended December
31, 2015 and other reports on file with the Securities and Exchange
Commission.
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.
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ITRON, INC.
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Dated:
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September 1, 2016
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By:
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/s/ W. Mark Schmitz
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W. Mark Schmitz
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press release dated September 1, 2016. *
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*This exhibit is intended to be furnished and shall not be deemed
"filed" for purposes of the Exchange Act.
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