8-K

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

Date of Report

(Date of earliest event reported):              March 22, 2011

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10786	13-3032158
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17988 Edison Avenue, Chesterfield, Missouri	63005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number,

including area code:                               (636) 530-8000

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 7.01 Regulation FD Disclosure

Beginning on March 23, 2011, representatives of Insituform Technologies, Inc. (the “Company”) will be making presentations to various investors from time to time accompanied by a slide presentation.  A copy of the slide presentation is attached hereto as Exhibit 99.1.

The Company is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits

Exhibit Number	Description
99.1	Investor Slide Presentation dated March 2011.

*           *           *

SIGNATURES

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.

INSITUFORM TECHNOLOGIES, INC.
By:	/s/ David F. Morris
	David F. Morris
	Senior Vice President, General Counsel
	and Chief Administrative Officer

Date:  March 22, 2011

INDEX TO EXHIBITS

These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit	Description
99.1	Investor Slide Presentation dated March 2011.

EX-99.1

STRENGTHIN NUMBERS

Investor Presentation March 2011

Safe Harbor Statement

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. The Company
makes forward-looking statements in this Investor Presentation that represent the Company’s beliefs or expectations about
future events or financial performance. These forward-looking statements are based on information currently available to the
Company and on management’s beliefs, assumptions, estimates and projections and are not guarantees of future events or
results. When used in this presentation, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar
expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the
Securities and Exchange Commission on February 28, 2011. In light of these risks, uncertainties and assumptions, the forward-
looking events discussed may not occur. In addition, our actual results may vary materially from those anticipated, estimated,
suggested or projected. Except as required by law, we do not assume a duty to update forward-looking statements, whether as
a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the
Company from time to time in its periodic filings with the Securities and Exchange Commission. Please use caution and do not
place reliance on forward-looking statements. All forward-looking statements made by the Company in this presentation are
qualified by these cautionary statements.

In addition, some of the market and industry date and forecast included in this Investor Presentation are based upon
independent industry sources.Although we believe that these independent sources are reliable we have not independently
verified the accuracy and completeness of this information.

Insituform®, the Insituform® logo, InsituMain®, United Pipeline Systems®, Bayou Companies™, Corrpro® and our other
trademarks referenced herein are the registered and unregistered trademarks of Insituform Technologies, Inc. and its affiliates.

2

3

Strength in Numbers

Strength in Numbers

•2010 full-year income from continuing operations per
diluted share is $1.54, an improvement of over 48%
from 2009, and an all-time earnings record for Insituform

•Operating income as a percentage of revenue increased
to 9.5%, an improvement of 40% from 2009

4

ROIC

•Return on invested capital (ROIC) increased to 9%
in 2010, up from 6.7% in 2009

228%

Earnings Per Share

•Earnings per share have increased by
228% since 2007

•We anticipate earnings per diluted share of
$1.75 to $1.90 in 2011 as each of our
business segments are poised for profitable
growth and solid global market conditions

•We continue to believe we are on pace to
reach our goal of 15% for both operating
margin and ROIC in 2012

$1.54

PerDiluted Share

15%

5

Key Business Initiatives

SEWER REHABILITATION

• North America- Continue profitability
improvements through optimization of
project management and execution
capabilities (both manufacturing and
contracting businesses) and growth of
third-party product sales

• Europe - Focus on improving
profitability through optimizing
installation businesses, expanding third
-party tube sales throughout Europe
and selectively targeting new lining
products and services

• Asia-Pacific - Continue growth in India,
Hong Kong, Singapore and Australia
and expand third-party tubesales
through development of certified
installer program throughout Asia

ENERGY & MINING

• Expand service offering selectively
through joint ventures and partnerships •- specialty linings, insulation coatings,
double joint welding, etc.

• Focus on selective geographic
expansion (Asia, Middle East)
coordinated with current Insituform
theatre management

• Continue investment in building
business development opportunities for
comprehensive service platform

• Become well-positioned in key spend
areas - Gulf of Mexico, Canadian Oil
Sands

WATER

• Focus on successful implementation of
the InsituMain® System

• Develop broader water platform to
capitalize on growing water
infrastructure needs globally with
particular emphasis on leveraging ou
North American platform

• Build out a return-driven water services
platform to create leverage from our
sewer business

Financial Performance Trend

6

While municipal contracting remains Insituform's largest line of business, other
higher margin products and services are growing in prominence on our expanded
business platform.

While Insituform's gross profit margin improved in 2010
compared to previous years, we are focused on offering higher-
margin products and services to drive greater returns to our
stockholders.Insituform's overall gross profit margin was
25.1%, a 26% increase over 2007.

GROSS MARGIN BY PRODUCT

25.1%2010 Gross Profit Margin

GROSS PROFIT BY PRODUCT

(in thousands)

$230M

2010 Gross Profit

Focus on Returns

7

OPERATING INCOME

(in thousands)

INSITUFORM OPERATING MARGIN

OPERATING MARGIN UP 252% SINCE 2007

INSITUFORM ROIC

ROIC UP 291% SINCE 2007

•We have moved a long way towards our goal of achieving a 15% return on invested
capital and 15% operating margin in 2012, but we have more work to do.

•We anticipate achieving this target through:

15%

Target Return on Invested
Capital and Operating
Margin by 2012

- Driving profitable growth in our international markets in Energy & Mining and sewer
rehabilitation

-Continuing to upgrade NAR’s execution capability and expand higher margin manufacturing
profitability.We will continue to evaluate our contracting markets for appropriate risk/reward
relationships.

-Continuing emphasis on higher margin, higher return profile businesses

-Leveraging our operating cost structure

OPERATING INCOME UP 543% SINCE 2007

1

(1) For the 2009 Financial Reconciliation (Non-GAAP), see Page A-1

8

Business Units

Energy & Mining

9

$382M2010 Energy & Mining Revenues

($ in “000”)	2010	2009(1)	2008	2007
Revenue	$382,246	$241,678	$60,567	$41,606
Gross profit	105,309	67,185	18,250	15,929
Gross margin %	27.5%	27.8%	30.1%	38.3%
Operating income	41,121	18,472	10,896	9,120
Operating margin %	10.8%	7.6%	18.0%	21.9%
Backlog	146,095	180,178	18,703	26,225

2010 Performance Highlights

•Corrpro Companies and United Pipeline Systems (UPS)
experienced record revenues in 2010.

•The Bayou Companies’ revenues significantly increased
due to expanded service offerings.

•Backlog in the South American operation of our UPS
business increased to $20 million. UPS’ North American
operations also increased revenue by 35.2% to $37.3
million. UPS also opened an office in Oman early in 2010.

2011 Outlook

•Entering 2011 we anticipate robust growth in all of our Energy &
Mining markets around the world.

• Bayou’s Canadian pipe coating operation exceeded our 2010
expectations, and we expect significant growth in 2011.

•UPS is on track to continue the momentum of 2010 with
stronger performance in 2011, with record backlog and growing
strength in South America, Australia and the Middle East.

•Corrpro expects to grow revenues by more than 10%.

(1) See Financial Reconciliation on Page A-2

North American Sewer Rehabilitation (NAR)

10

$42M2010 NAR Operating Income

($ in “000”)	2010	2009	2008(1)	2007(1)
Revenue	$400,638	$354,418	$340,296	$348,085
Gross profit	93,078	91,346	75,435	58,890
Gross margin %	23.2%	25.8%	22.2%	16.9%
Operating income	42,029	38,357	17,041	(3,367)
Operating margin %	10.5%	10.8%	5.0%	-1.0%
Backlog	155,631	180,858	150,808	159,974

2010 Performance Highlights

• Our overall win rate remained strong in both size and
quantity of projects.

• Growth in operating income continued to climb due to
manufacturing profitability, increased third-party tube
sales, improved project management capability and lower
operating costs.

2011 Outlook

• We expect municipal sewer markets to continue to be stable.

• We will continue to:

- focus on large projects

- improve bidding discipline to optimize our market share and
- increase our win rate

- increase efficiency of operating expenses

- expand our project management capability

• We expect continued growth of our third-party tube sales
•through increased market penetration.

(1) See Financial Reconciliation on Page A-2

European Sewer Rehabilitation

11

44%2010 Operating Income
Improvement over 2009

($ in “000”)	2010	2009(1)	2008(1)	2007
Revenue	$74,050	$85,993	$104,225	$100,658
Gross profit	20,526	22,774	23,228	23,300
Gross margin %	27.7%	26.5%	22.3%	23.1%
Operating income	5,116	3,561	964	5,368
Operating margin %	6.9%	4.1%	0.9%	5.3%
Backlog	23,309	37,195	25,150	39,011

2010 Performance Highlights

• Gross margin increased from 26.5% in 2009 to 27.7% in 2010.

• We achieved significant cost savings and increased
margins through our 2009 restructuring initiative.

•Operating margins increased from 4.1% in 2009 to 6.9% in 2010.

• We initiated production of the InsituMain® System, our
cured-in-place pipe (CIPP) solution for pressure pipelines.

• We successfully tested a glass-fiber reinforced CIPP
product, which will be manufactured in our UK facility.

2011 Outlook

•We anticipate growth in the United Kingdom, The Netherlands
and in third-party tube sales.

•We anticipate increasing margins through improved
productivity and execution, lower operating costs and a mix
shift that favors product sales over contracting revenues.

•We will continue to expand our portfolio of trenchless products
and services, including the full commercialization of our glass-
fiber reinforced CIPP product.

(1) See Financial Reconciliation on Page A-2

Asia-Pacific Sewer Rehabilitation

12

$79.8M2010 Asia-Pacific Backlog

($ in “000”)	2010	2009(1)	2008	2007
Revenue	$43,493	$33,256	$10,129	$973
Gross profit	10,108	9,032	2,938	544
Gross margin %	23.2%	27.2%	29.0%	55.9%
Operating income	105	3,441	1,639	(507)
Operating margin %	0.2%	10.3%	16.2%	-52.1%
Backlog	79,825	57,423	46,238	34,362

2010 Performance Highlights

•We acquired our former licensee in Singapore, further
expanding our trenchless rehabilitation business in
Southeast Asia.

• We expanded our presence in Australia.

•To promote tube sales in small-diameter markets, we
introduced our Certified Installer Program™ in Singapore,
Malaysia and China.

2011 Outlook

• Overall market growth in 2011 is expected to be strong throughout
the Asia-Pacific region. The Indian market should return to normal
conditions, and we anticipate achieving further expansion into Australia
and other newer markets, including Malaysia and Brunei.

•We are focused on establishing the necessary facilities and
resources needed to significantly expand third-party tube sales
across the region.

• Demand for maintenance contracts will likely grow as more
municipalities learn of our services. Sewer pipes are generally older
and in worse condition in this region than in many parts of the world.

(1) See Financial Reconciliation on Page A-2

13

1152010 Water Pipeline
Rehabilitation Installations

($ in “000”)	2010	2009	2008	2007
Revenue	$14,548	$11,521	$13,447	$4,248
Gross profit	559	254	1,745	445
Gross margin %	3.8%	2.2%	13.0%	10.5%
Operating income	(1,336)	(2,578)	(1,658)	(1,584)
Operating margin %	-9.2%	-22.4%	-12.3%	-37.3%
Backlog	3,815	7,708	8,173	2,113

2010 Performance Highlights

•The InsituMain® System, our proprietary solution for
rehabilitating water pipelines, meets NSF/ANSI Standard
61 for drinking water, which is the industry requirement for
all 50 U.S. states. In Canada, the InsituMain® System is
certified for drinking water installations in all ten provinces

•We opened a new office in Montreal to meet increased
demand for water and sewer pipeline rehabilitation in the
Eastern Canadian province of Quebec. Within months of
opening, backlog in the new office exceeded $3 million,
including nearly $2 million in projects involving the
InsituMain® System.

2011 Outlook

•While we will grow through market acceptance of our
InsituMain® System, we also intend to follow a parallel path of
growth through acquisition. We will consider acquisitions that
enable us to build out the front end of our water platform or
add complementary products and services.

•We will dedicate research and development resources to
expanding the technical envelope of the InsituMain® System
and will continue to seek broader market acceptance of our
product offering.

Water

Financial Strength

14

OPERATING CASH FLOW

$53.5MILLION

Insituform has historically produced strong operating
cash flows, and has increased it from $9.6 million in
2007 to $53.5 million in 2010. Operating cash flow
decreased slightly in 2010 compared to 2009 due to
an increase in our collection cycle as a result of the
global economic downturn. In 2010, many of our
customers, primarily municipalities, increased their
payment cycle.

OPERATING CASH FLOW

(in millions)

INSITUFORM’S 2010
DEBT-TO-EQUITY

17%

Insituform’s debt-to-equity ratio is a sign of the
company’s financial strength. It also indicates we have
the flexibility to generate additional growth.

Total operating cash flow in 2010

UNRESTRICTED CASH

$114.8MILLION

Total unrestricted cash at
December 31, 2010

Unrestricted cash represents a company’s instant
monetary reserves. We increased Insituform’s
unrestricted cash to $114.8 million at year-end 2010,
up from $79.0 million at year-end 2007. This 45.3%
increase in cash, together with our low debt, provides
us flexibility to pursue organic and inorganic growth
opportunities.

STRONG

•A conservative capital structure and strong
cash position have enabled us to grow in
uncertain economic times.

•We now have the flexibility to use our balance
sheet strength to pursue strategic growth
opportunities, including acquisitions that will
help us to reach and exceed our return
targets.

Growth Initiatives

15

Appendix

Financial Reconciliation(GAAP to Non-GAAP Information)

2009 Financial Reconciliation (Non-GAAP) (In thousands, except earnings per share [EPS] data)
	Amount	EPS
Income from continuing operations (as reported)	$30,241	$0.81
Restructuring charges	3,796	0.10
Acquisition-related expenses (credits)	4,889	0.13
Income from Continuing Operations, excluding restructuring charges and acquisition-related expenses	$38,926	$1.04

The following is a reconciliation of Insituform's financial information as shown in
presentation (GAAP to Non-GAAP) on Page 3:

A-1

European Sewer Rehabilitation
($ in”000”)	As Reported 2009	Adjustment	Adjusted 2009
Revenue	$85,933	$-	$85,993
Gross profit	22,774	-	22,774
Operating expense	20,430	(1,217)	19,213
Restructuring charges	3,349	(3,349)	-
Operating income	(1,005)	4,566	3,561

The following is a reconciliation of Insituform's financial information as shown in presentation (GAAP to Non-GAAP)
on Pages 9 through 12:

Asia-Pacific Sewer Rehabilitation
($ in”000”)	As Reported 2009	Adjustment	Adjusted 2009
Revenue	$33,256	$-	$33,256
Gross profit	9,032	-	9,032
Operating expense	5,591	-	5,591
Acquisition-related expenses	22	(22)	-
Operating income	3,419	22	3,441

Energy & Mining
($ in”000”)	As Reported 2009	Adjustment	Adjusted 2009
Revenue	$241,678	$-	$241,678
Gross profit	67,185	-	67,185
Operating expense	48,713	-	48,713
Restructuring charges	676	(676)	-
Acquisition-related expenses	6,872	(6,872)	-
Operating income	10,924	7,548	18,472

A-2

North American Sewer Rehabilitation (NAR)
($ in”000”)	As Reported 2007	Adjustment	Adjusted 2007
Revenue	$348,085	$-	$348,085
Gross profit	58,890	-	58,890
Operating expense	62,257	-	62,257
Settlement of litigation	(4,500)	4,500	-
Operating income	1,133	(4,500)	3,367

North American Sewer Rehabilitation (NAR)
($ in”000”)	As Reported 2008	Adjustment	Adjusted 2008
Revenue	$340,296	$-	$340,296
Gross profit	75,435	-	74,435
Operating expense	60,094	-	60,094
Proxy-related expenses	-	(1,700)	(1,700)
Operating income	15,341	1,700	17,041

European Sewer Rehabilitation
($ in”000”)	As Reported 2008	Adjustment	Adjusted 2008
Revenue	$112,225	$(8,000)	$104,225
Gross profit	31,228	(8,000)	23,228
Operating expense	23,564	-	23,564
Settlement of litigation	-	1,300	(1,300)
Operating income	7,664	(6,700)	964

Financial Reconciliation(GAAP to Non-GAAP Information)