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Itron, Inc. (ITRI)

Q4 2008 Earnings Call· Thu, Feb 19, 2009

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Transcript

Itron, Inc.

ITRI

Operator

Operator

Good day, everyone and welcome to the Itron, Inc. fourth quarter 2008 earnings conference call. Today's call is being recorded. At this time I would like to turn the call over to Ms. Deloris Duquette. Please go ahead.

Deloris Duquette

Management

Good afternoon, everyone, and thank you for joining us today. On the call today, we have LeRoy Nosbaum, our Chairman and CEO, Malcolm Unsworth, our President and COO, Steve Helmbrecht, our Chief Financial Officer, Marcel Regnier, Chief Operating Officer for Actaris, and Philip Mezey, Chief Operating Officer for Itron, North America. The earnings release that we issued today includes an outlook for revenue, earnings and adjusted EBITDA for 2009. We will also talk about other issues on today's call that could be forward-looking in nature. The outlook and other forward looking information we are providing is based on what we know today and is subject to a number of risks and uncertainties. I encourage you to read the forward-looking disclosure in our press release which will alert you to a number of factors that could cause a difference between our expectations and our actual results. You should also refer to our 2007 Form 10-K and other related SEC filings for more complete disclosures for specific risks and uncertainties related to our business. We do not assume any obligation to update or revise forward-looking statements although we may do so from time to time. Our earnings release includes non-GAAP financial information that we believe enhance your overall understanding of our current and future performance such as reconciling GAAP, non-GAAP financial information are included with our press release and are also available on Itron's external Web site. Supplemental information is posted on our Web site under the investors tab with the pertinent points that each officer will discuss today. We have a lot of information to cover on today's call so our scripted remarks will be longer than usual. We are willing to remain on the call a bit longer than we normally do to ensure that we are answering any questions that you may have. We will start the call with a full review of our financial results followed by operational update and then Malcolm will talk about his new position and we will finish with LeRoy's thoughts on his new role. Now I would like to turn the call over to Steve Helmbrecht, Itron's CFO.

Steve Helmbrecht

Chief Financial Officer

Thank you, Deloris. We have provided detailed financial information in our release so I will give an overview of our results for the fourth quarter and full year 2008. I will also talk about our debt including our recent issuance of equity in exchange for convertible notes and will then turn the call over to Malcolm. We face some headwinds in the fourth quarter with slower year end spending in the U.S. coupled with significant strengthening of the U.S. dollar. We had revenue of 432 million in the quarter which was 48 million or 10% lower than the fourth quarter of 2007. Gross margin for the quarter was 34% which compares favorably to 33% in the fourth quarter 2007. Due to increased Actaris revenues in higher margin region, operating expenses for the quarter were comparable to the prior year over higher as a percentage of revenue due primarily to increased Actaris sales and marketing and R&D expense as well as expenses related to Sarbanes-Oxley compliance. Non-GAAP operating margin was 11.2% for the quarter, down from 12% from the fourth quarter of '07 due primarily to the increased operating expenses and the lower revenues. We had a non-GAAP effective tax rate of 27% for the quarter and the year a bit higher than our expectations due to the impact of exchange rates on foreign earnings. Non-GAAP diluted EPS was $0.71 for the quarter compared with $0.81 in the fourth quarter of 2007. For the year, we had revenue of $1.91 billion, compared with $1.46 billion for 2007, an increase of about 30%. Keep in mind the Actaris results for 2007 were from the April 18th acquisition date. Our non-GAAP operating margin was 12.1% for the year compared with 12.5% in 2007 due primarily to increased compensation and R&D expenses as well…

Malcolm Unsworth

President

Thank you, Steve, and good afternoon, everyone. Guidance for 2009 was very difficult. So we thought it appropriate that I talk about it since I am responsible for the results of '09. Obviously we find ourselves in an economy that is bad and from our perspective continues to worsen. The U.S. housing report this morning was 466,000 is clearly effective. As we came out of 2008 we said year end spending was disappointing, especially in the U.S. and it was. As we have come through January and moved through February, business in the U.S. continues to decline. The question now becomes will it continue to worsen or level off. The answer to that is unclear. In addition, as we move through the first two months of '09 foreign exchange and currencies other than the Euro have weakened relative to the U.S. dollar. For example, since last month, the deterioration of non-Euro currency, primarily the Brazilian real and the British pound decreased our 2009 projected revenues in U.S. dollars by approximately 20 million. So while our modeling at $1.30 for the Euro has been quote, others have deteriorated and therefore, it is quite hard to know what the year will be. And unfortunately, as it's been well publicized San Diego has chosen to delay their OpenWay rollout in order to upgrade to a higher level of platform security. A move that is not helpful from an '09 perspective, for one which we could not argue either. Philip will talk more about it in his prepared remarks. In Actaris is that we have moved our guidance range for '09 down to reflect uncertainty, particularly in the front half of the year and the reality of San Diego moving out. Our new revenue range for 2009 is 1.78 billion to 1.88 billion. Earnings per share range is $3.35 to $3.75 and EBITDA is 270 million to 290 million. We take no pleasure in lowering guidance for 2009. But at this point we think it is a prudent thing to do. Now let's move to Philip and Marcel for their respective operations reviews.

Philip Mezey

Chief Operating Officer

Thank you, Malcolm and good afternoon, everyone. I thought I would highlight a few things from the quarter but spend most of my time today talking about some of the broader issues in the industry and market and try to address some misconceptions that may exist. First, a few highlights of the quarter. North America revenue for the quarter of $153 million was 8% lower than the same period of 2007 primarily due to lower than usual year end spending from utilities in the U.S. When we gave guidance in the third quarter we said this could be a risk. And in 2008 our quarterly revenue pattern was a bit different from normal years. Instead of the slower first half we experienced more revenue in the first nine months of the year than we were expecting but by year end between the economy and financial markets many utilities did not adhere to their normal use it or lose it budget spending and instead began delaying those purchases that were discretionary. Thus we end up at the lower end of our revenue guidance. INA also had lower gross margin during the quarter compared to 2007 primarily due to the lower revenue. Unabsorbed overhead was a bit higher and our product mix was not as favorable as last year. Expenses were basically in line and INA ended the year with non-GAAP operating margins for the quarter and the year of about 16%, slightly lower than 2007 non-GAAP operating margin of 17% but not out of line considering all of the work that we did this year bringing OpenWay to market. INA bookings during the quarter were very impressive at $422 million which gave us a total bookings for 2008 of $1.25 billion, for Q4, a large part of this was the electric…

Marcel Regnier

Chief Financial Officer

Thank you, Philip and good afternoon, everyone. I am going to briefly touch on the fourth quarter but spend most of my time today talking about the current environment and my view of 2009. Actaris revenue was $279 million for the quarter which is about 34 million or 11% less than last year. All of the revenue decrease was caused by the stronger dollar in the current quarter compared to last year which is actually a 1% increase in Europe and I will come back to the issue of currency effect. Gross margins of about 30% in the quarter were higher than last year primarily due to better material costs, higher volumes and more favorable product mix. Expenses of $76 million was 3 million higher than last year despite some benefits from the higher dollar. Actaris operating expenses increased in all categories because of continuing investments in R&D and expanding market reach. Higher amortization and intangibles expense and increased costs associated with the implementation of Sarbanes-Oxley. Actaris non-GAAP operating margin of 11% for the quarter was lower than last year due to the combination of lower revenue and higher expenses. Yet for the year non-GAAP operating margin of 13% was comparable to last year. Bookings for the quarter was $311 million or about 1.1 to 1 book to bill ratio. We secure the three year contract worth $20 million on revenue production services in Brazil. We have been winning $14 million contract for AMI in Abu Dhabi and we have a very positive feedback from our customer Kata Farrel [ph] on the implementation of the AMI contract we sold in '08. All in all, a very good quarter So what are we facing from our customers and are we being affected by the economic slow down and the final surprises.…

Malcolm Unsworth

President

Thank you, Marcel. Good afternoon. Steve, Philip and Marcel did a good job of covering the results in the quarter what we are seeing in the business climate from both an economic and financial impact, I thought I would spend time talking to you about my views for the future as CEO of Itron. This transition plan has been in the making for well over a year. Working in conjunction with our board of Directors, we knew that a smooth transition of LeRoy's day-to-day responsibilities and leadership was of the utmost important to Itron. I have spent a great deal of time with LeRoy since I joined Itron in 2004, hoping to develop strategy and guiding the company. In my role as President, I have become familiar with all of the various operating, financial and support functions in Itron on a worldwide basis. For a number of years I have been an active participant in board meetings and in operations and strategic role and as you have seen, elected to the board of Directors last quarter. As many of you have seen I have become much more visible in the industry and with investors. I feel ready to take on this position and I'm excited about leading this company at a time when this industry is going through such a phenomenal transformation on a global basis. There is no doubt in my mind Itron is the best positioned company in the world to take advantage of the opportunities that this transformation will provide. So what do I envision the future of Itron holds? I believe that we are entering the time where the focus on this industry and the competition that we have will become even more intense. Itron has always had a reputation of focusing on our customers and…

LeRoy Nosbaum

Management

Thank you, Malcolm. Good afternoon, everyone. I expect all of you want some color on the leadership change. Before I do that, let me make a couple comments about '09. As we look at 2009 we are no better than anyone at knowing how the year will play out. As you heard Marcel said 2009 is holding its own so far, evidence of the great balance that the Actaris acquisition brings to Itron notwithstanding issues of currency fluctuations. Clearly, the year is back end loaded in the U.S. and that loadings OpenWay with our four existing contracts. I certainly agree with Philip to predicting exact schedules for those contracts is not something we should be doing publicly. What I know for sure about 2009 is that with the acquisition of Actaris, now Itron International, we position Itron to be a major player in AMI, AMR, smart metering and smart grid around the world. I know for sure Itron North America has won four major OpenWay contracts. We are delivering the most advanced smart meter product you can buy on those contracts and it works. It is the cornerstone of the smart grid future for those utilities. On smart grid and smart metering, I know for sure, everyone knows how to say the words. Everyone is positioning themselves as the leader in this new world. And when the dust settles, Itron will be there. We have the depth of resource, people, factories, financial, the understanding of the industry better than most and we have the respect of the industry in which we have been a major player for over 100 years. Let me now turn to the transition from myself to Malcolm as CEO. First, let me congratulate Malcolm. He is the right person at the right time. As the board…

Operator

Operator

(Operator instructions) We take our first question from Steve Sanders with Stephens, Inc. Steve Sanders – Stephens, Inc: Good afternoon, everyone. First, to you LeRoy, congratulations on moving to the next phase on all your successes over the years. We have obviously enjoyed working with you and wish you the best.

LeRoy Nosbaum

Management

Thanks, Steve. Steve Sanders – Stephens, Inc: To Malcolm, obviously, well deserved congratulations to you as well.

Malcolm Unsworth

President

Thank you, Steve. Steve Sanders – Stephens, Inc: A couple questions on the guidance. I think if we go back to late October, the assumptions were in the neighborhood of 5% to 10% north American decline on the revenue side, 140 million or so for AMI and then 4% or 5% organic growth for Actaris. I guess the organic growth for Actaris remains in the 4% to 5% level. So can you just talk about the revenue assumptions relative to the 5% to 10% North American and 140 million of AMI?

Malcolm Unsworth

President

Yes, Steve, the two areas really in the U.S. is the decline in the economy. We noticed that recently has taken effect from what we put into our guidance and the push out obviously one of our AMI customers that's also pushed that out. That's where we see the reduction in the North American business.

Deloris Duquette

Management

Steve, I would just add a little bit to that I think when you are saying 5% to 10% decline in North America, you are talking about our high level indication of core business? Steve Sanders – Stephens, Inc: Yes.

Deloris Duquette

Management

We feel that that actually might be a bit light. We would expect that core business now has a contraction of somewhere between 10% and 15%. So that combined with the moving around schedules of AMI led us to a more prudent forecast at this point. Steve Sanders – Stephens, Inc: Okay. And then on the gross margin line for North America versus Actaris, obviously we got some volume issues to deal with North America. But can you provide an update on what the puts and takes are on gross margin for the two pieces?

Malcolm Unsworth

President

If you look at the overall gross margins, the overall gross margins are pretty flat. We got 33.8% versus 33.9. It moves around a little bit around between Actaris and INA, but really not too much, about 40% I believe there in the North America and the difference is that (inaudible) Actaris. Steve Sanders – Stephens, Inc: Okay. And the range in the first quarter is relatively wide. If you have some color on that it would be appreciated. And then where is the flex for you guys in terms of spending in the first half to help keep operating margins at a reasonable level?

LeRoy Nosbaum

Management

Steve, it's LeRoy. I will take the first half of that and then I will let Malcolm talk about slacks. A little bit to your prior question as well. We are coming to today frankly looking at a precipitous decline in housing and a slow down that we simply weren't seeing in the October, November time frame or even toward the very end of the year. It is just slowing down. And so we are using wide ranges. We are using wide ranges. And for all of you that seems to indicate that we are not quite sure where this thing is going, it's because we are not quite sure where this thing is going. Fortunately, on the Actaris side, Marcel's business is really holding up and most there is growing in some and there is a couple of sticky areas as he mentioned. In the U.S. quite frankly, it is largely slow down in meter business that is causing us to create wide ranges and then of course as Malcolm and Philip said, push out (inaudible) we all know about as cause the general mid point reduction in the guidance. Malcolm can talk a little bit about what flex we have and I would ask them both they talk about that what we have done already as well as what we have that we can do going forward.

Malcolm Unsworth

President

One of the things that we have done in North America is obviously scrutinize the budget for 2009 and we have already done some reductions in force throughout the organization and we have also frozen salaries when needed and been very prudent about what we are doing for a new headcount going forward if we needed. The policy is in place that scrutinize by both – all any headcount requests scrutinized by Philip and scrutinized by Marcel. They reviewed very, very carefully. We have also looked to what happens if the economy goes even worse. And so we got flexible times that we put in place and on Actaris side, we got in about maybe 20% of our employees are either temporaries or contractors and we put a flexible time in place to say okay. We want to make sure both in North America and in Actaris that we keep core employees and that's very, very critical for us. So we made those changes. Steve Sanders – Stephens, Inc: Okay. And just final question for Steve. Pro forma for the convert exchange. Roughly where are we mid way through this quarter on the total leverage ratio and what's the guideline for free cash flow in 09?

Steve Helmbrecht

Chief Financial Officer

Steve, the reduction of debt 120 million or so is about a 0.4 times reduction pro forma and had we done that in before the end of the year we chose to wait till January for a number of reasons, but that’s would have done our pro forma line of that additional cushion given the softness in the first half of the year. In terms of operating in free cash flow we expect our CapEx to be slightly lower this year than next year. About 50 to 60 million and we expect some of this will be affected by timing, but we expect operating cash flow to be flat or so perhaps little lower than 2008 just given the timing of the second half or at the end of the year. Steve Sanders – Stephens, Inc: Right. Thanks very much.

LeRoy Nosbaum

Management

Thanks Steve.

Operator

Operator

Next, we will go to Preetesh Munshi from Piper Jaffray. Preetesh Munshi – Piper Jaffray: Hi, thanks for taking my question. Congratulations Malcolm and LeRoy, just – quickly, on the utilities, we have been talking a lot of utilities and what we are hearing is that even though CapEx are being slashed across the board, they are trying not to touch the smart grid spending. What are you hearing from the other utilities? Of course, we have the four large projects, but what are you hearing from the other utilities now versus what you were hearing maybe a couple months ago?

LeRoy Nosbaum

Management

Interestingly the comments that I made about is hard to identify a trend, certainly amongst our large customers, I absolutely agree that they are absolutely trying to protect the capital that's been allocated to their smart grid projects. And I would not characterize any schedule changes on those large projects as being driven around capital where the capital conservation gets us in some of the smaller recurring orders and it may not even be in the large IOU space. We do quite a lot of business in coop and muni space. I mean so there are broad segments in which we see some pressure on capital but I would not necessarily characterize it as those large smart grid projects that have already been cost justified and approved by the commission.

Deloris Duquette

Management

I think that we have made statements before that when utilities put out those kind of guidance ranges, a lot of times they are talking about very large projects, such as transmission or generation projects and not necessarily at the distribution or smart metering level. Preetesh Munshi – Piper Jaffray: Thanks. And how many – would you be able to quantify how many utilities are you actually talking to actively who are probably sitting on the sidelines waiting for things to stabilize? Is there some way to get a handle around that?

LeRoy Nosbaum

Management

Yes. We are talking about 20 utilities who are asking us about advanced metering and some form of pilot all the way up to full term deployment. I would not characterize them as sitting on the sidelines waiting. They are in a variety of stages. Some of them clearly are taking a look at the economy and it is having an affect upon their thoughts about timing. Others are moving ahead with small pilots. And so there is a whole range of categories there in that 20 but there is still quite a lot of activity. Preetesh Munshi – Piper Jaffray: Sure. And one question on competition, are you seeing any changes there either with the financing difficulties or with the macro difficulties, some of the smaller players? How are you seeing changes in the competitive landscape, if anything?

Malcolm Unsworth

President

We measure the number of competitors that we have both in water, gas and electric. We have seen some a couple of additional players potentially in the market but nothing really unusual. There is quite a lot of competitors when you got this amount of money that’s going to be dished out in the next few years. So, yes, competition is pretty intense but no real change to the number of competitors. Preetesh Munshi – Piper Jaffray: Sure. And one last question regarding the stimulus, obviously, there is $4.5 billion allocated. How do you actually see it trickling through the system? And when can we expect to start seeing some benefits from that spending?

LeRoy Nosbaum

Management

Fictitiously what a great question that and to that end I was in Washington only about a week and a half ago. Clearly what happens now is the DOE is writing a grant process that will be a template for utilities to apply for that 4 plus billion dollars. They will submit grants just like grants are always submitted measuring themselves against benchmarks for what DOE is looking for. DOE has some oversight, a Senate sub committee on energy. Nicely that's chaired by Washington state senator who quite frankly we know well but far more importantly, Mary Kant [ph] – Senator Mary Kant well understand smart grid and utilities which is fantastic. Now as to your question, when do we start seeing money flow? Well, there are some requirements in the stimulus package that time line all of this and in some theory in about 120 days we should be seeing some grants that are processed and funds allocated to. The interesting part about that is the DOE does have the right to delay that if they find they are up against it. One of the things at the DOE right now is they are very short staffed because they have been under funded for some time. So I will give you my guess which is toward the end of the third quarter, we are going to get some idea of some utilities that are toward the front of the line and early in the fourth quarter, I think we start seeing some money that is being handed out. One great question – maybe two, is one, how much will go for smart meters versus other smart grid elements and then the other question which is yet to have really been flushed out. Are we going to peanut butter money across hundreds of projects or are we going to look at let’s say tens of projects and try to really jump start those and I have not been able to determine what the answer to that question is. Preetesh Munshi – Piper Jaffray: Great. Hopefully it works out well. Thanks a lot. Congratulations and I will jump back in queue.

LeRoy Nosbaum

Management

Thank you.

Malcolm Unsworth

President

Thank you.

Operator

Operator

Next we will go to Stuart Bush of RBC Capital Markets. Stuart Bush – RBC Capital Markets: Hi, LeRoy and Malcolm, congratulations.

LeRoy Nosbaum

Management

Stuart, thank you. Stuart Bush – RBC Capital Markets: I just wanted to if I could somehow triangulate all the different pieces you given us here for 2009. I know you gave a wide range. The core U.S. business you said 10% to 15% down. Malcolm, you mentioned that the business in the U.S. could worsen or level off. Can you just give us an idea of where we would be in that range if we were to level off where we are today?

Deloris Duquette

Management

Probably about midpoint.

Malcolm Unsworth

President

We give guidance to where North America is and we go through a significant budget process, customer by customer. We reflect where we are going to be. About the middle of the range is where we are for our guidance for North America. Stuart Bush – RBC Capital Markets: And is there some broad assumptions on the currency levels embedded in that guidance that you can share?

Deloris Duquette

Management

Yes, we certainly talked about the Euro being 1.3 which is sort of a proxy for the Actaris business or now the Itron International business. We are certainly using different currency rates for the pound and the other currencies. The pound actually we are using about a 1.4 at this point in time. The bad news is we never report revenue like that. Those are our broad assumptions with the Euro and pound in the current guidance. Stuart Bush – RBC Capital Markets: Okay. And then a question for Marcel, on the international replacement cycle, my understanding was many areas it's mandated by governments that a replacement cycle of meters happens faster than the technical end of life of meters. Do you see any significant risks that governments could really relax that replace and mandate to give some spending relief to utilities?

Marcel Regnier

Chief Financial Officer

Thank you. As you just understood, the major portion of our business is replacement and always keep in mind the large diversity of countries and customers and it is mostly highly regulated. However, regulation would be by the law or by the internal processes or by our customers. And all in all, we would rather see an intensification of the replacement regulation than the other way around. We don't see anything in the other direction so far. Stuart Bush – RBC Capital Markets: So you don't think that there is any chance that regulation could be relaxed given that lot of the utility customers around the world may have similar economic pressure?

Marcel Regnier

Chief Financial Officer

I think with all the issues on the involvement and energy prediction and water conservation, the regulator whoever they are more and more concerned about (inaudible) and effectiveness and performance of the meter and to our knowledge today none of them are considering extending lifetime. Stuart Bush – RBC Capital Markets: Okay, great. And then one last little question to Steve, do you have the guidance for how much stock comp we should expect in the year?

Steve Helmbrecht

Chief Financial Officer

Yes, for the year 2009 somewhere about $16 million range. Stuart Bush – RBC Capital Markets: Great. Thanks, guys.

LeRoy Nosbaum

Management

Thanks, Stuart

Operator

Operator

Next we will go to John Quealy of Canaccord Adams. John Quealy – Canaccord Adams: Hi, good afternoon. Congratulations, Malcolm and LeRoy. On the guidance, the 335 to 375, Malcolm, when you talked about will it worsen or will it decline, can you talk a little bit about the assumptions on the lower end of the guidance? How conservative have you baked in on that lower end in terms of lack of advisability moving forward?

Malcolm Unsworth

President

As I said earlier, we actually go through every particular customer that we have and look at where we feel they are going to come in at. The middle of our guidance is where we are looking out from our budget standpoint and we have moved it both negative and forward looking at what we think our customers will – if there is going to be any move out or move in. So in that range we have spent quite a bit of time going over it. I think the range that we have is on average of around $90 million range on the revenue side.

Deloris Duquette

Management

The only thing that I would add, certainly not precise of ranges. It would be that there is a further cannibalization about AMR in our core business projected. We talked about (inaudible) now. So the lower range of guidance would mean there is more cannibalization than we are expecting now and it could also mean that those AMI projects are just delayed more than what we are thinking they would be. On the upside, the opposite of that would be true I suppose. John Quealy – Canaccord Adams: In terms of international now, I understand the reasons for accelerated OpEx over on that side, can you talk a little bit about what should we look for new product innovations over there or how should we look for that moving through the year in international?

Deloris Duquette

Management

Are you talking about a range of R&D or specific products coming out? John Quealy – Canaccord Adams: It sounds like you are spending a lot of money over there on selling in R&D, et cetera, my point is when should we see the effects of that whether it's a new product launch or specific contracts exactly?

Malcolm Unsworth

President

One of the things that we do – this is Malcolm, John, is we look at every particular opportunity we have in North America. We do exactly the same in Actaris. As we said, there is about 100 projects worth a billion dollars and those range from water, gas electric and they range from fixed network solutions that we got without products that we have launched and they range from AMR and AMI solutions. So we have obviously in our forecast some of those opportunities that we put into the latter half of the year for Actaris. As far as all of the products that we put into our forecast, we really don't put unreleased products into our revenue guidance for that particular year. So any particular revenue for new products that are not released today will be in 2010. John Quealy – Canaccord Adams: And two final questions, one with regard to San Diego in particular, given the push to the right. Can you comment based on capacity in the calendar 2010 timeframe? Can you absorb any acceleration in some of these contracts as they push to the right in a 2010 timeframe? So '11, '12 they still hit the PVC mandates. How do you think about that in your discussions with your customers?

Steve Helmbrecht

Chief Financial Officer

We say bring it on, John. Yes, we have the capacity and then as we have discussed on prior calls the approach that we use of investing in automation gives us the ability to scale up our capacity even within the OCONI facility significantly beyond where it currently is today. You have seen the capital. Heard us comment on the capital expense that we continue to invest in that capital and therefore have the capacity and the plant and have the ability to expand it significantly. So yes, we have plenty of room. John Quealy – Canaccord Adams: And then a last comment, more in competitive philosophy, you have been very focused on winning four very large contracts in the trailing 18 months. There is a number of other contracts that seem to be opening up with off ramps, whether it is a pilot or whether it’s a delay on PVC level et cetera, will there be a change in philosophy about what types of contracts Itron pursues aggressively versus the trailing style?

Steve Helmbrecht

Chief Financial Officer

Yes, John, there will, as the product matures and we get a significant number of units installed on these initial contracts, it will put us in a position to be able to compete much more broadly than we have been able to in the past 18 months. John Quealy – Canaccord Adams: Great. Thanks, folks.

Deloris Duquette

Management

Thanks, John.

Operator

Operator

Next we will go to Paul Coster with JP Morgan. Paul Coster – JP Morgan: Thank you. LeRoy, we will miss you. Malcolm, welcome to the fray.

LeRoy Nosbaum

Management

Thank you, Paul. Paul Coster – JP Morgan: Clearly things deteriorated quite recently with respect to the North American core business. Can I go back and make sure I understand exactly what the lead indicators of that deterioration were?

LeRoy Nosbaum

Management

Well, as far as – I will give you a couple of them and if Philip or Malcolm wants to chime in, please do so. Quite frankly, as we came through the end of the year, we did see what we thought we would see or we’re afraid we would see quite frankly which was less revenue in Q4, use it or lose it money. And we were some hopeful to be honest that it was a Q4 phenomena and that we wouldn't see a continuing deterioration of general purpose business in the U.S. The fact of the matter is we are continuing to see – as Philip pointed out, not universally, not everywhere, not in every region in the country but a degradation in general business that is clearly tied to the economy being driven to your point leading indicator wise, what’s going on in a particular region. Are we having even worse housing starts than the general average? Are we having declines in revenue for utilities because their customers are using less energy, whether that’s electric or gas? Are we seeing, which in fact this latest housing report had, a serious drop off in multifamily dwellings which for somebody in the meter business is a wonderful business because you get to sell a whole bunch of them at once. We are seeing that kind of activity not everywhere in the U.S. but in enough areas in the U.S. to cause us to ask the question, we understand where we are today, is it going to continue to get worse? It seems to be a bit of a shock this morning that 466,000 new personal dwellings being under construction. I'm not going to be real damn surprised if it is 300,000 next month. It is slowing down and it is slowing down hard. The question and part of the reason for our wide range is how much slower is it going to get. And when are we going to see this thing start to move in the other direction. Maybe some of the stimulus helps. Maybe some of the mortgage stuff helps. Maybe some of the home loan stuff that they take or toying around in Washington helps. If you can tell me when that all going to start turning things around, we can be a little tighter on ranges and better predictors. I don’t know Philip or Malcolm has any add on that

Malcolm Unsworth

President

Alright. Got it. That’s right. Paul Coster – JP Morgan: Is this – to the extent that some of your clients just simply stretching out their upgrade cycle, AMI for second, is it a riskless decision on their part or is it likely to be a spring loaded up take of meters some time late this year or early next year you think?

Philip Mezey

Chief Operating Officer

You specifically, Paul, references AMI customers which in the prior conversation had been about base business. In general where there had been schedule adjustments on AMI projects, the end point, the end dates of the projects have not shifted because I know you are aware that these utilities are – Paul Coster – JP Morgan: I was excluding AMI from that. You just upgrade cycles are they being stretched out. Is there a risk to clients? Are there benefits to you in terms of spring loaded rebound in demand for that type of business?

Philip Mezey

Chief Operating Officer

There could be.

LeRoy Nosbaum

Management

I would characterize, I think an underlying premise you got there the business does not appear to be going away. It appears to be delayed.

Deloris Duquette

Management

Probably too early to tell, Paul. Paul Coster – JP Morgan: Okay. Thanks very much.

Operator

Operator

Next we will go to Carter Shoop of Deutsche Bank. Carter Shoop – Deutsche Bank: Good evening. Wanted to first touch on the management succession. It seems that this abrupt to me. Can you talk to us a little bit about some of the behind the scenes movements there and also LeRoy you mentioned it was largely your decision to step down. Can you talk about some of the other factors there, please?

LeRoy Nosbaum

Management

Sure, Carter, let's talk about the behind the scene stuff. Clearly, over two years ago, the board and I entered into a succession process and that process was not – we had picked one person in particular but it was a discussion around do we have sufficient internal candidates or are we at some time in the future going to have to look outside the company for a successor to me as CEO. We did not in a meeting or a couple hour discussion come to a conclusion on that. We had a very thorough process of the board spending a great deal of time, not only with Malcolm, but with Philip, with Steve, with Marcel, with other candidates and other people around Itron to judge the depth of the talent pool in general and candidates in specific that might potentially move into a CEO role at some time. We went through that process. It was very successful, interesting process and then the board largely with input from me but more the board than my decision, narrowed down to several candidates and ultimately for the reasons I stated earlier, narrowed down to Malcolm. We fully had an idea even when Malcolm was at Actaris that as we moved through this period of succession, broadened experience both in running Actaris and running Itron North America, which Malcolm had done previously, and then running the whole thing was important. So as part of that plan we moved Malcolm into the President and Chief Operating Officer role for which is now about a year's period of time. So that was sort of the process. Throughout that process, we had not – let me say earmarked a particular date in certain that I was going to retire, but I was pretty forthright with the board that it wasn't going to be five years hence. So we needed to be thinking about it so that we could have a reasonably, orderly transition. As for the time, Carter, I will tell you that the board as most boards would, would have loved me to stay on another year or two years. The fact of the matter is the end date on this thing was totally my discretion and that's pretty easily calculated. I'm going to be 63 years old in another month. I've got maybe 20 good years of hard activity and I've got a laundry list of things I want to do including growing interesting gentleman’s horse ranch, and I am running out of time to do it, it is that simple. Carter Shoop – Deutsche Bank: Can you elaborate at what point did we determine that Malcolm would be taking over the CEO position and why aren't we giving investors a little bit more of a heads up here? It seems like a very abrupt change with only one month transition.

LeRoy Nosbaum

Management

Well, first of all, I would say it's not abrupt at all as we indicated he was going to be President and Chief Operating Officer ever since we've done that, I have had nothing but questions about, okay, Malcolm is the obvious successor and when are you going to retire. Your perception, notwithstanding, I think the transition has been really quite orderly. Having said that, at the point at which we made him President, I mean, it was pretty clear unless he should falter in the interim period that he was going to be the successor.

Deloris Duquette

Management

And I suppose I would also add the fact that LeRoy is going to be executive Chairman allows for almost a year of transition. So certainly the feedback has not been that this is abrupt in any way.

Malcolm Unsworth

President

And Carter, this is Malcolm. One of the things that LeRoy obviously wanted to do is to make sure I spent time with him, with investors and so I started doing that about nine months ago and have spent a lot of time with Deloris on the road both with and without LeRoy. So the transition from an investor standpoint has been fairly about six months to eight months of a fairly smooth transition. And as far as running the company with the experience of an international business and also running the North American side for a while, the board felt that that was adequate for the time being now. So the change was made and LeRoy is going to be here until the end of the year as Chairman. Carter Shoop – Deutsche Bank: In transitioning into guidance, would this be viewed, Malcolm, as your guidance as CEO or is this more viewed as LeRoy's ownership in regards to providing guidance here? Do you feel that this is your first stamp on the company here or do we have that happening next quarter?

Malcolm Unsworth

President

One of the things that my experience has led to is you start this process of a budget fairly early. You look at all of the areas attributes of the business and put together a plan for a year, especially on the uncertainties we have. So it is a hundred percent mine and the guidance is a hundred percent mine as well as the budget is a hundred percent mine. LeRoy has obviously had a significant part of putting that together with his guidance in the last few months but it is my budget. Carter Shoop – Deutsche Bank: Okay. That's helpful. In regards to Actaris on a constant currency basis, how much did that grow either in the second half of the year or in the fourth quarter of '08?

Deloris Duquette

Management

In the fourth quarter I think they grew about 1% in Euros. I think for the year it was mid single digits, but Carter, I don’t know (inaudible) that specifically but it’s been mid single digit which is about what we are expecting next year as well. Carter Shoop – Deutsche Bank: So mid single digits for the full year and low single digits for the second half of the year and then next year mid single digits?

Deloris Duquette

Management

Yes.

Malcolm Unsworth

President

In local currency I believe. Carter Shoop – Deutsche Bank: So we are expecting an acceleration in that business next year. And then in regards to North America excluding AMI, it looks like the book to bill was 0.6 this quarter, 0.7 last quarter, you are only expecting that business to be down 10% to 15% year-over-year. Do we need to see a pretty significant reacceleration in bookings in the second half of the year to meet the current guidance?

Deloris Duquette

Management

I don't know if we need an acceleration. Certainly we need to books in business going forward. Part of that –

Steve Helmbrecht

Chief Financial Officer

Yes, Carter, part of that business is recurring business that does not always show up in that book to bill ratio. There are elements of professional services, software, other components that so – no, I think that we can absolutely make the numbers without a dramatic shift in that ratio. Carter Shoop – Deutsche Bank: We kind of 0.6 book to bill we can get that down to 10% to 15% number?

Deloris Duquette

Management

This thing I would add it look good into the year with $312 million backlog, so it's not all AMI. It's a bunch of core business as well. Carter Shoop – Deutsche Bank: I'm sorry. I thought I was talking about the business excluding AMI.

Deloris Duquette

Management

I understand that but the 312 million is not all AMI. It's core business as well. Carter Shoop – Deutsche Bank: And then last quarter you talked about 1.4 million AMI end points for calendar '09. Would you be willing to comment on that outlook now?

Deloris Duquette

Management

We are not commenting on quantities. We addressed that upfront. We are not going to continue to comment on quantities. Carter Shoop – Deutsche Bank: Okay. Last question for you, on the convert, you exchanged about one-third of it into shares. Are there any restrictions around converting more that in the shares in the calendar 2009?

Deloris Duquette

Management

No. Carter Shoop – Deutsche Bank: Thank you.

Deloris Duquette

Management

You're welcome.

Operator

Operator

Next we will go to Benjamin [ph] of Pacific Crest Security. Benjamin – Pacific Crest Security: Hi, guys, thanks for taking my call. Can you guys talk about your competitive position for large standalone gas, AMI deals and how you feel about that market in terms of RFP activity and deployments over the next couple of years?

Philip Mezey

Chief Operating Officer

Ben, it’s Philip. We feel very strongly that we have a very competitive product. Of course, we have the overwhelming market share in terms of gas end points which form the basis of any one of those deployments and have a strong resume in fixed network technology and are very aggressively pursuing the opportunities that are currently in the market.

Deloris Duquette

Management

And the other thing I would add, Ben, is we don't have just one solution. And one of the reasons that Itron always been adopted by the utility industry as we have a mobile solution for that, we have a high powered mobile solution for gas, we have a fixed hour standalone solution for that, we have a combo solution for gas. So we don't only have one technology to sell into that industry. Benjamin – Pacific Crest Security: Okay. And looking at the sequential AMR of meters decline in the quarter, are you experiencing tapering off of any big AMR contracts with a mid American or is this just related to the economy and housing starts and AMI decision making?

Steve Helmbrecht

Chief Financial Officer

It's a great point. Yes, there are several large projects in mid American is certainly the largest of those that are essentially complete in 2008. Benjamin – Pacific Crest Security: Okay. And will we see more of those coming off line in 2009 and 2010 or are those large AMR projects pretty much finished?

Steve Helmbrecht

Chief Financial Officer

Pretty much finished. Benjamin – Pacific Crest Security: Okay. Thanks.

Operator

Operator

Next we will go to Jason Saltman [ph] of UBS. Jason Saltman – UBS: Good afternoon and congratulations to Malcolm and LeRoy Nosbaum. First, a quick clarification, the 4.6% blended interest rate assumption, did that include the effective additional non-cash expenses associated with the new accounting rules for the convert?

Steve Helmbrecht

Chief Financial Officer

No, that’s on a cash, this is Steve. That’s on a cash basis overall. It doesn't include the additional interest expense pursuant to the new accounting. Jason Saltman – UBS: So that's on a cash basis. But the guidance itself, does that assume, the extra non-cash expense associated with the rule?

Deloris Duquette

Management

We are planning on excluding that from the non-GAAP EPS. Our guidance does not reflect that. Jason Saltman – UBS: Which would make it then comparable to last year, correct?

Deloris Duquette

Management

Correct. Jason Saltman – UBS: Got it. Earlier there was a discussion or a question about the stimulus bill that the rules or the grants seeking a process would be expected within about 120 days. Over that next couple months, how we should – how are utilities thinking about that period of time? Are they using that as an excuse to delay considering the big projects or are they willing to trying to go what they want to do, but won't actually start deploying until they know how to apply for the money?

Malcolm Unsworth

President

Certainly, so far these – again, these four large customers while the stimulus bill may provide an opportunity for them are proceeding a pace. I think it is an added of opportunity. We do not see this is delaying so far.

LeRoy Nosbaum

Management

Let me make an additional comment there which I think is absolutely critical and hopefully will turn out to be important. I think one of the measures the DOE will use on this is how many jobs can you actually create and in what time frame. So if utilities are smart, they are readying themselves to be able to instantly start once they get the money so when they fill out that grant app, they can create an aura of we are truly as the words have been used 'shovel ready'. So I don’t think we are going to see utilities sitting back and waiting. Jason Saltman – UBS: And I guess it is the latter point really that I was trying to get at more referring to new potential opportunities rather than forces things contract? The utilities are still in negotiations or in discussions saying let's get ready because if we are going to go ahead but we may not actually deploy that first end point or actually buy it until we can apply for the money but they are still talking about it or making plans for it is that fair?

Steve Helmbrecht

Chief Financial Officer

The possibility exists, none of our prospects have spoken to us in that way. Jason Saltman – UBS: Okay. Got it. And then last question, on Actaris operating margins, I certainly understand the reasons for higher operating expenses in a variety of areas, how should we think about that trending? Is the fourth quarter really what we should think about going forward or is it really a reversion back to the first or second quarter of the year?

Deloris Duquette

Management

We don't give guidance on exactly Actaris versus Itron North America operating expenses per se. What we would say is we think our operating expenses come down as a percentage of revenue in '09 over '08. I was going to see those savings in D&A and amortization and a bit in sales and marketing. Jason Saltman – UBS: Thank you very much.

Deloris Duquette

Management

Sure.

Operator

Operator

Next we will go to Ajit Pai from Thomas Weisel Partners. Ajit Pai –Thomas Weisel Partners: Yes, good afternoon. Just a couple of broad questions. The first one is on your balance sheet, I think taken significant steps from the end of '07 to the end of '08 to shore up the balance sheet. Are there any actions that you are planning on in the near term? How do we expect that balance sheet to change over the next 6 months to 9 months?

Steve Helmbrecht

Chief Financial Officer

This is Steve. We are going to continue to focus on paying debt and the primary source of that will be free cash flow. It's something we have talked about consistently. In terms of overall on the balance sheet, one thing we will next year is, because of the new accounting for the convert, you will see a lower balance on the convert than the actual face value. That’s part of the accounting as I said I can take that offline with Deloris. So just heads up for the Q1 – 10-Q that is consistent with the accounting for that new instrument. What you will see in the balance sheet we don't really expect to see any significant other changes next year other than the overall focus on continuing to reduce debt. Ajit Pai –Thomas Weisel Partners: Is there no need, perceived need to issue any equity anymore?

Steve Helmbrecht

Chief Financial Officer

Well, as I said, have a primary focus on repayment but we continue to look at other options. I think it would be an appropriate to say we are done with equity or looking at other options. We will continue to assess where we are and continue to maintain covenants and cushions in that area. Ajit Pai –Thomas Weisel Partners: Got it. The second question is just looking at your gross margins, I think over the past – the beginning of the decade where the gross margins for Itron were in the mid-40s, there has been this gradual set of decline but then when you acquired Actaris, I think part of the story was that the Actaris gross margins were I think about a thousand basis points or so lower. And over time you have managed to get some of those gains – do actually get those margins higher. So on a go forward basis, just given the drop in revenue level is it fair to assume that even if you have a decline in revenues that the gross margins of the overall company won't decline any further from where they were in the fourth quarter or perhaps would be in the first quarter? And how do we think about the gross margins especially when you have push outs in AMI, and volumes are important over there, with that ramp getting pushed out, do you think that the gross margins will stay depressed longer than they would have otherwise?

Malcolm Unsworth

President

On the Actaris side one of the changes that we are seeing in the industry is that is going to be more and more smart meters over a next period of time and smart meters have higher margins as a percent. On the North American side, we have a new product that we are launching and we see in the second half of the year that those margins will start to increase because we have gotten different versions coming out with – which are reduced costs. And so the margins over time, they certainly will continue to grow. Now the question is just exactly how much – I'm not really certain right now. But as we go more and more with smart metering, those margins will increase. Ajit Pai –Thomas Weisel Partners: Right. You haven't seen any pricing erosion just given the current slow down, and having aggressive competitors, the pricing environment is still fairly rational?

Philip Mezey

Chief Operating Officer

This is Philip. I would say that there has been a significant amount of pricing pressure. You can imagine that with new entrants coming into the space aggressively for pricing, multiyear contracts that there is a significant amount of price pressure in the AMI space and I think that that does really pose a challenge on the gross margin level and again as Malcolm alluded to our focus there is in making our manufacturing more efficient and lowering our total manufacturing cost in order to address that. Ajit Pai –Thomas Weisel Partners: And what about on the traditional core meter side, not the AMI, but the AMR and the traditional meters, is the pricing environment over there relatively stable?

Philip Mezey

Chief Operating Officer

It is very competitive. Ajit Pai –Thomas Weisel Partners: That’s having any inflection point in terms of pricing deteriorating any faster than it has been over the past five years to seven years.

Philip Mezey

Chief Operating Officer

No. Ajit Pai –Thomas Weisel Partners: Got it. Thank you so much.

LeRoy Nosbaum

Management

Thank you.

Operator

Operator

Next we will go to Mark Rogers [ph] of (inaudible).

Mark Rogers

Analyst

Thank you. First question is on San Diego Gas and Electric. I was wondering if their move to ask for a higher security platform could be replicated amongst the other three major contracts you have.

Philip Mezey

Chief Operating Officer

So the comments that I made in my remarks was that this security release has been part of our roadmap for quite some time so there is no surprises to these four customers there are no surprises there and incorporation of that release has been a part of their deployment plans and thoughts from the beginning. So we do not expect this to trigger changes in the other project deployment plans.

Mark Rogers

Analyst

Okay. And then currency seems to have been a bit of an annoying since this past quarter. What are your plans for hedging currency, if any?

Steve Helmbrecht

Chief Financial Officer

This is Steve. We do not plan to try to hedge revenue because we view that as being speculative. That said we feel that we have hedged in some sense a number of ways. One is by having a diversified business around the world, although in the last three months we have seen the dollar appreciate almost across the board relative to all currencies. We are looking at hedging certain types of transactions and we have implemented hedges for intercompany balances, for example, that has reduced some of the noise that was going through the other income expense line. With that said, we do have exposure, obviously, overall of to the fluctuation interest rates particularly in revenue line.

Mark Rogers

Analyst

Okay. And another question on Actaris, when you guys acquired Actaris, one of the things you highlighted as a strength of the company is the Actaris brand. So why the switching of the Actaris brand to Itron International? In my opinion fairly soon given that you guys have acquired them for less than two years?

LeRoy Nosbaum

Management

This is LeRoy. I will start with that and if Marcel wants to make a comment that is clearly appropriate. First of all, the strength of the Actaris brand was one not so much of the name itself but the quality of the product and the quality of the people and the breadth of presence around the world. By the way it’s just heartening back to the way we talked about that I can certainly see why the strength of the name would have been something that it seemed we were talking about. We were far more focused on presence on product and on their great people experience. Interesting thing, I made quite a deal when we bought them of differing from the norm for some companies and saying we are not going to change this name. But the reason we weren't going to change it in my view at least was I didn't want people fussing over that, I didn't want them spending a moment on that issue. I wanted them working with customers, selling product, making money, just like they always have. Over the course of the period of time since we have bought them, we have moved from a period of sort of we are Actaris, we are proud of Actaris. Quite frankly, many Actaris people saying to me and to Malcolm as we would travel around the world to meet these people, when are you going to change the name to Itron. And so we let this thing go to a point in time when quite frankly my judgment, maybe more mine than anybody's was that the Actaris people were ready for the name change, the Actaris people were wanting to identify with Itron because Itron was moving beyond just being in the meter business, to being in the systems business, to being in the solutions business. Clearly, Itron's manicure if you would, rather than being a meter company. In my mind that certainly was the essence why we chose to change now. Marcel wants to make a comment. Marcel Yes, Marcel, first of all, I would probably here say thank you very much to all of you for this transition to Itron by any means not been forced. It's been total consensus between the Itron management and the Actaris management. And yes, Actaris was a very well respected brand. Why? Because of the quality of the product, the systems, and the people. And we are in the business, the business industry. And the value of the brand is the result of the value of the offer. So would that make any sense to keep two brands while we were on the power more and more combining our offers and our synergies? The answer is obviously no. Then we could spend time on discussing what's the best time. We talked about that together and we said, well, 2009 is a good timing. So here we go.

Marcel Regnier

Chief Financial Officer

We are all excited about it.

LeRoy Nosbaum

Management

Between now and the end of the year, we will have that transition taken care of.

Mark Rogers

Analyst

Okay. And then –

Deloris Duquette

Management

Go ahead.

Mark Rogers

Analyst

I'm sorry. My final question, housing has been a – you guys have mentioned housing and the decline in housing several times on this call. Housing has been awful for a year and plus. And I'm wondering were you guys projecting or modeling internally a housing recovery in Q4 and maybe even Q1 of 2009 and it just hasn't come yet?

LeRoy Nosbaum

Management

No, we were not modeling a flip in housing at all. But I will say two fundamental things. I have been in this business 40 years. In the 40 years I have been in this business in the meter business. This is the first time that a decline in housing starts which clearly started long before this month has had any material effect on the purchase of electric water and gas meters. It’s just has not historically. This time, however, as evidenced by what was today the announcement of the lowest annualized housing starts in the 50 years they have been keeping records, this time it has. We didn't think it would. We didn't think the decline would be as precipitous and protracted as it has been, but if anybody was flying the flag of this should not make a material difference to us, it was me. Because in my 40 years of history, it never has. You can go back and look at the stats on that and you can't find it. But I will tell you what this time is different. As we all know we are in a period of time here that we have not seen in my entire lifetime. And it’s just different and we are in a real different world right now.

Mark Rogers

Analyst

Thank you.

Lady

Analyst

Operator, can you let me know how many calls are in queue for questions?

Operator

Operator

We have five questions in the queue.

Deloris Duquette

Management

Okay. And that should be the end and we’ll take all five that are in the queue.

Operator

Operator

Okay. We’ll move on to our next question from Michael Borowitz [ph] from Hamper Group [ph]. Michael Borowitz – Hamper Group: Okay, thanks for taking my call. I’ll just be brief because there’s been a lot of detail, so thank you for that. Just to be clear on the San Diego situation and your plans, you’re supportive of them pushing out like this because you plan for this new security relief. Are there any other situations where you may have planned adjustments on your offering with editors or with some of the other utilities or how should we look at that? I know somebody asked a question earlier about if it’s pushing to some other people’s plans but maybe not on the security front, anything else that we should look at with your offering that people are looking for where they might land it.

Steven Helmbrecht

Analyst · Cleverdon & Co

So, the system is designed so that changes can be made to it over the air, so it is certainly our expectation as it is our customers’ that we will continue to develop new function and capability and that the customers will have that ability to apply those new releases and functionality over the air so that we don’t get into a situation which you’re describing of inconveniencing our customers or delaying. So no, it is our hope that the platform that we now have available to them will allow them to proceed with their deployments and perform dynamic upgrades once the system is actually physically been deployed in the field. Michael Borowitz – Hamper Group.: Okay great. Thank you.

Deloris Duquette

Management

Sure.

Operator

Operator

Next we have from Richard Harding from Cleverdon & Co. Richard Harding – Cleverdon & Co.: Good evening. Thank you for taking my call. This is a real quick question. Steve, I figured that the debt-to-EBITDA ratio is just over four times. Is there a target of maybe three and a half times or three times it is so, how long do you think will take to get there?

Steven Helmbrecht

Analyst · Cleverdon & Co

As answered in one of the prior questions on a pro forma basis with the pay down, we earned about 2.7 times and we expect that trend, as you said, over the course of 2009, keeping in mind that our covenants continue to decline in future years so we’ve set those up particularly to focus on continue to repay debts, but that said, as I mentioned before, our main focus is on cash flow but we have been optimistic in paying down debt or exchanging as well where we think that’s appropriate. Richard Harding – Cleverdon & Co.: Alright. Thank you. That was helpful. And just a broad question here. What are you guys seeing in the water side of the business, do you see a lot of opportunities? Is it going down? Can you just generally speak about that?

Steven Helmbrecht

Analyst · Cleverdon & Co

Let me just talk globally about what it is, first of all. Remember we’ve got global operations and a tariff where we cover the rest of the world and we’ve got U.S., a little metering business in the US, but mostly the AMI, AMR business in the U.S. We haven’t seen a slowdown really in our water metering business and our water AMR business. I’m really going to hand this over to each particular to Phillip and also to Marcel, just for a couple of brief comments on the water side, we’ve not seen a huge slow down in that area.

Philip Mezey

Chief Operating Officer

When I made the comment, I said we haven’t identified the trend by commodity but that I meant electric, gas or water, but we had a nice year in water in 2008 and we are actually projecting another nice year of above average growth. So water has been a strong spot for us.

Marcel Regnier

Chief Financial Officer

Marcel speaking. On top of my mind, you know what’s specific to the water industry is that there is today something like 30% of connection which has no meter which is just about 300 million points across the world so just for – one of them being U.K. and U.K. definitely moving more and more into water metering. So for those reasons, we are still very positive on the water business side of the company. Richard Harding – Cleverdon & Co.: Okay, thank you very much and congrats, Malcolm and LeRoy.

LeRoy Nosbaum

Management

Thank you.

Malcolm Unsworth

President

Thank you.

Operator

Operator

Next we’ll go to Alex Kurtz from Merriman Curhan Ford. Alex Kurtz – Merriman Curhan Ford: Yes, thanks for taking the question. Just if you could reiterate the tax rate, the effective tax rate for 2009 and then looking at OpEx, what are the leverages again? I think, you are talking about G&A and sales and marketing, little over more specific around where you can make those improvements and serve what the levels will look like from Q4 to Q1? Thank you.

Steven Helmbrecht

Analyst · Cleverdon & Co

This is Steve, on the tax rate, we expect about 27% for 2009 similar to 2008 but it can fluctuate a bit based on the mix of business over the course of the year.

Malcolm Unsworth

President

And regarding our OpEx, remember we had some significant expenses in 2008 regarding Sarbanes-Oxley, we’ve taken it down to 2009 – not completely but we’ve taken them down and we see a basically flat or reduced spending in OpEx.

Deloris Duquette

Management

Yes, Alex, we obviously don’t give guidance quarter to quarter operating expenses that you can improve from our guidance. We’re expecting a lower Q1 operating expenses as a percent of revenue would probably be a bit higher in the first quarter but what we are talking about before is the year average. Alex Kurtz – Merriman Curhan Ford: Okay. Thank you very much.

Operator

Operator

We will take our final question from Sanjay Shrestha from Lazard Capital. Sanjay Shrestha – Lazard Capital: Okay, thank you. First of all, LeRoy, Malcolm, congratulations and –

LeRoy Nosbaum

Management

Thank you.

Malcolm Unsworth

President

Thank you. Sanjay Shrestha – Lazard Capital: I wanted to make a point. I think it is actually pretty transparent about the OpEx transition here. Quick question; when you talk about the low end of the number for 2009, LeRoy, given your experience in this industry, are we baking in that Euro goes against us and things are going to get worse because you guys, when you give your preliminary guidance before you said its going to be probably flat year-over-year; and am I hearing you right that we maybe being a bit more conservative given the uncertain world we are in right now?

LeRoy Nosbaum

Management

You are hearing me absolutely correctly. We are being more conservative. Sanjay Shrestha – Lazard Capital: Okay, great.

LeRoy Nosbaum

Management

Without question. Sanjay Shrestha – Lazard Capital: Okay, so, now in terms of us being at that low end versus the high end, do we need to see both, let’s say the stimulus package hitting as well as some of the large AMI moving forward, could we get there even with this one and in terms of coming in at the higher end of that range?

LeRoy Nosbaum

Management

Well, certainly for North America, I would say, yes, you can do it with just one. Sanjay Shrestha – Lazard Capital: Okay, okay.

Marcel Regnier

Chief Financial Officer

Sanjay, obviously a change in currency rate, one way or another could put you at either into that guidance level. Sanjay Shrestha – Lazard Capital: Okay, the kind of what I was trying to get at. So it both happens and the currency goes against you guys, there is still a profit that you can end up coming in the higher end of the range.

LeRoy Nosbaum

Management

Yes, I mean it depends on how hard the currency goes against us if it does. The currency is going to be an interesting issue all year long because I think we could see some pretty wild swings from the year to the back of the year. Sanjay Shrestha – Lazard Capital: Well, one last question, guys. In terms of ongoing de-leveraging and anticipated phenomenal tax generation next year, so is there a chance that we will probably just going to continue to focus on this de-leveraging or given the environment, are you starting to see some attractive opportunity that might make sense to as a tuck-in acquisition and things along those line?

LeRoy Nosbaum

Management

We won’t avoid a very attractive tuck-in acquisition but our entire focus is on delevering given just the state of the economy and the state of the world right now, Sanjay. So, we are far more focused on just delevering but if something was extremely attractive and it wasn’t a budget bender, yes, we might consider it. Sanjay Shrestha – Lazard Capital: Got it. That’s great. Thanks a lot, guys.

Operator

Operator

There are no further questions at this time.

LeRoy Nosbaum

Management

Operator, this is LeRoy. I am going to make a couple of closing remarks and then turn it to Delores. First of all, let me say – I could say it’s always been fun. It hasn’t always been fun, guys. There have been moments of challenge but always respectful and I appreciate that. It has been an interesting tour of duty. I appreciate your following of Itron, your interest in it and your support of what we’re trying to do here. This is a great company with seriously great employees. Moving out of the picture, there’s nothing more than create space for Malcolm to step into and take the same (inaudible) in a higher level. There is a huge opportunity ahead of us. We happened to be in a goofy year. None of us wants to be here. None of you, not any of us either, but we are where we are. Our great strength is that we will get through this in good style. We will come up the other side with even better performance and better opportunities. With that, thanks for a good time since the year 2000. Delores?

Deloris Duquette

Management

I just like to say thank you for joining us on the call. Sorry, it was so long today. Hopefully, we answered all the questions. Please feel free to give me a call if you have any follow-up questions. Thanks, operator.