UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 4, 2006
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2111 N. Molter Road, Liberty Lake, WA 99019
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(Address of Principal Executive Offices, Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
None
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(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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 4, 2006, Itron Inc. amended certain provisions of its Executive
Deferred Compensation Plan (the Plan). Amendments to the Plan are effective
January 1, 2007, except to the extent a different effective date is set forth
below, and consist of the following:
(i) Permit participants to defer an amount equal to any deferrals returned
to them from the Itron, Inc. Incentive Savings Plan because that plan
does not satisfy the actual deferral percentage test.
(ii) Change the matching contributions to 50% of the first 6% of
compensation deferred under the Plan.
(iii) Effective April 1, 2007, allow participants to designate the
measurement funds to be used to determine the amount of earnings to be
allocated to their Plan accounts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed as part of this report:
Exhibit Number Description
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10.6 Itron, Inc. Executive Deferred Compensation Plan,
Amendment No. Two, dated December 4, 2006.
The information presented in this Current Report on Form 8-K contains
forward-looking statements, which are based on assumptions that we believe to be
reasonable at this time. Such assumptions could prove to be incorrect due to a
number of factors, including those identified in Itron, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2005 and in our subsequent filings
with the Securities and Exchange Commission, and such factors could cause actual
results to differ materially from those contained in forward-looking statements.
We undertake no obligation to update any of the forward looking statements.
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: December 7, 2006 By: /s/ Steven M. Helmbrecht
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.6 Itron, Inc. Executive Deferred Compensation Plan,
Amendment No. Two, dated December 4, 2006.