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

Commission File Number 0-10786

Date of Report (date of earliest event reported):  August 15, 2011

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-3032158
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
17988 Edison Avenue
Chesterfield, Missouri		63005
(Address of principal executive offices)		(Zip Code)
	(636) 530-8000
(Registrant’s telephone number, including area code)

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.

□  Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

□  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

□  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 7.01 Regulation FD Disclosure

Beginning on August 16, 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 August 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:  August 15, 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 August 2011.

Exhibit 99.1

EX-99.1

INVESTORPRESENTATION

August 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

ENERGY & MINING

•Grew significantly in size and contribution through
service and geographic expansion

3

Strength in Numbers

NORTH AMERICAN SEWER
REHABILITATION (NAR)

•Manufacturing optimization and growth in third-party tube
sales were primary drivers to 2010 increased profitability

•In 2011, market challenges have led to significant decline
in profitability; focused on improving crew efficiency and
project management to turn around performance

ASIA-PACIFIC AND EUROPEAN SEWER
REHABILITATION

•We continue to push into new markets in Asia-Pacific
and expand our footprint in Australia and other parts of
Asia

•We made significant progress in European profitability
and returns through right-sizing of contracting operations
and increasing our focus on manufacturing

FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE DATA)FOR THE YEARS ENDED DECEMBER 31

Revenues

Gross Profit

Operating Income

Income from Continuing Operations

Income from Continuing Operations,

excluding restructuring charges and

acquisition-related expenses (Non-GAAP) 1

Net Income

Diluted Earnings Per Share:

Income from Continuing Operations

Income from Continuing Operations,

excluding restructuring charges and

acquisition-related expenses (Non-GAAP)1

Net Income

$921,173

208,715

65,111

46,882

47,133

47,110

$1.19

1.19

1.19

$914,975

229,580

87,035

60,562

60,562

60,462

$1.54

1.54

1.53

$726,866

190,591

49,117

30,241

38,926

26,171

$0.81

1.04

0.70

$536,664

129,597

33,882

24,076

24,076

21,640

$0.86

0.86

0.77

$495,570

99,108

13,530

12,866

12,866

2,543

$0.47

0.47

0.09

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

•Decline in NAR gross margins resulting from difficult market conditions
impacted project performance, magnified by a significant shift to small
diameter sizes pressured project management and crew operations

•Energy & Mining gross margin declined to 24.5% versus 28.1% in the
first half of 2010 as much of the revenue growth came from
regions/areas with lower project margins

•Asia-Pacific gross profit declined as a result of weak margins of 16.9%
versus 19.9% in the same period of 2010 as older Indian projects
continued at low margins; this was partially offset by strong results in
Australia

•Project bidding and release issues along with extreme weather
throughout the US significantly impacted NAR 2011 revenue,
contributing to the $21.5 million shortfall when compared to 2010

•Europe exceeded prior year results by 24.3% on strong results in the
Netherlands, Spain and European manufacturing offset by lower
revenue in the United Kingdom

•Energy & Mining increased $21.8 million when compared to the same
period of 2010 on strong growth in UPS and Corrpro

$87.0M

2011 YTD Review

4

$435.6M

Revenue

Gross Profit

5

Key Business Initiatives

SEWER REHABILITATION

• North America- Turn around
profitability through better disciplined
project management, estimating, bidding
and execution capabilities (both
manufacturing and contracting
businesses) and continued 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

Australia, Singapore, India and Hong

Kong and other parts of Asia and
expand third-party tube sales

through development of certified

installer program throughout Asia

ENERGY & MINING

• Expand service offering selectively
•through joint ventures and partnerships• - specialty linings, robotic joint coating,

insulation coatings, double joint

welding, etc.

• Focus on selective geographic•expansion (Middle East, Asia)

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

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

OTHER INFRASTRUCTURE

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

• Build out a return-driven infrastructure
servicesplatform to create leverage from
our existing businesses

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 has improved compared
to previous years, we are focused on offering higher-margin
products and services to drive greater returns to our
stockholders.Insituform's overall LTM gross profit margin was
22.7%, a 14% increase over 2007

GROSS MARGIN BY PRODUCT

22.7%LTMJune 30, 2011 Gross Profit
Margin

GROSS PROFIT BY PRODUCT

(in thousands)

$209MLTMJune 30, 2011 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 through our Energy & Mining Platform (offshore
Gulf of Mexico, Canadian Oil Sands, Middle East and other high growth international markets)

- Acquisition of higher margin, higher return profile businesses (CRTS, Fyfe and Hockway)

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

- Leveraging our operating cost structure

OPERATING INCOME UP 543% SINCE 2007

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

8

Business Units

Individually, these businesses apply their
specialized expertise to solving pipeline
challenges for the sewer, water, oil, gas and
mining industries. Collectively, they give
Insituform the comprehensive capabilities and
experience needed to serve the world’s pipeline
infrastructure. Given the synergies that exist
among them, they create a whole that is greater
than the sum of their parts

The following slides detail the
accomplishments of our primary

business units:

• Energy & Mining

• North American Sewer Rehabilitation

• European Sewer Rehabilitation

• Asia-Pacific Sewer Rehabilitation

The strength of Insituform’s performance is a
direct reflection of the contributions made by the
business units we operate.

Energy & Mining

9

$404MLTM June 30, 2011

Energy & Mining Revenues

($ in “000”)	LTM 6/30/11	2010	2009(1)	2008	2007
Revenue	$404,013	$382,246	$241,678	$60,567	$41,606
Gross profit	104,361	105,309	67,185	18,250	15,929
Gross margin %	25.8%	27.5%	27.8%	30.1%	38.3%
Operating income	36,041	41,121	18,472	10,896	9,120
Operating margin %	8.9%	10.8%	7.6%	18.0%	21.9%
Backlog	168,156	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 at December 30, 2010.
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

•For 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 continued growth in 2011

•UPS is on track to continue the momentum of 2010 with
verystrong YTD 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

2011 Outlook

• We expect municipal sewer markets to continue to be stable,
but bid table will improve in the second half of the year

• We will turn around performance through:

- improve bidding and execution discipline

- Improve our project management capability

- Improve our crew deployment discipline

- focus on larger projects where risk / rewards are more
favorable

- increase efficiency of operating expenses

• We expect continued growth of our third-party tube sales
•through more aggressive market penetration

North American Sewer Rehabilitation (NAR)

10

($ in “000”)	LTM 6/30/11	2010	2009	2008(1)	2007(1)
Revenue	$379,169	$400,638	$354,418	$340,296	$348,085
Gross profit	73,770	93,078	91,346	75,435	58,890
Gross margin %	19.5%	23.2%	25.8%	22.2%	16.9%
Operating income	24,063	42,029	38,357	17,041	(3,367)
Operating margin %	6.3%	10.5%	10.8%	5.0%	-1.0%
Backlog	167,543	155,631	180,858	150,808	159,974

2010 Performance Highlights

• Operating income grew due to manufacturing profitability, increased
third-party tube sales and lower operating costs

• First half 2011 results severely impacted by extreme weather
conditions along with delayed bid table;project release delays have
impacted project management and crew productivity dramatically

• Expect second half recovery with improved backlog and better
execution while project sizes and trend towards small diameter
projects will continue to impact margins to a certain extent

(1) See Financial Reconciliation on Page A-2

North American Sewer Rehabilitation (NAR)

11

Business Challenges

• Smaller project sizes (approximately $300K)

• Increased percentage of small diameter
projects (+85% ) - most competitive portion of
the market

• Volatile project / work releases

• Municipal customers constrained due to
continued economic headwinds

Initiatives

• Improve estimating / bidding discipline

- project preparation, market intelligence and

margin thresholds

• Intense review of crew deployment

- ensure adequate production in front of crews

(reduce number of non-productive hours)

• Continuous improvement of project management talent

- better subcontractor management and project

close-out (improve cash flow)

• Vigilant review of support structure to ensure business
is competitive in a “commodity” market

• More aggressive sales effort for third-party product
sales

European Sewer Rehabilitation

12

44%2010 Operating Income
Improvement over 2009

($ in “000”)	LTM 6/30/11	2010	2009(1)	2008(1)	2007
Revenue	$82,723	$74,050	$85,993	$104,225	$100,658
Gross profit	21,899	20,526	22,774	23,228	23,300
Gross margin %	26.5%	27.7%	26.5%	22.3%	23.1%
Operating income	6,293	5,116	3,561	964	5,368
Operating margin %	7.6%	6.9%	4.1%	0.9%	5.3%
Backlog	22,152	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% for 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 Netherlands, in third-party tube
  sales, and a slight recovery in the United Kingdom and France

•We anticipate increasing second half 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

13

323%Revenue Growth since 2008

($ in “000”)	LTM 6/30/11	2010	2009(1)	2008	2007
Revenue	$42,816	$43,493	$33,256	$10,129	$973
Gross profit	9,306	10,108	9,032	2,938	544
Gross margin %	21.7%	23.2%	27.2%	29.0%	55.9%
Operating income	(146)	105	3,441	1,639	(507)
Operating margin %	(0.3)%	0.2%	10.3%	16.2%	-52.1%
Backlog	62,754	79,825	57,423	46,238	34,362

Performance Highlights

• We expanded our presence in Australia

• We reorganized our venture in India to become a specialty
contractor performing only lining (improved risk profile and
better cash flow)

• To promote tube sales in small-diameter markets, we
have continued 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 (recent project wins), and we anticipate achieving further
expansion into Australia and other newer markets, including Malaysia

• 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

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 CURRENT

DEBT-TO-EQUITY 6/30/11

19%

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

$108.0MILLION

Total unrestricted cash at
June 30, 2011

Unrestricted cash represents a company’s instant
monetary reserves. We increased Insituform’s
unrestricted cash to $108.0 million at June 30, 2011,
up from $79.0 million at year-end 2007. This 36.7%
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 growth opportunities,
includingstrategic acquisitions that willhelp us to
reach and exceed our return targets

19%

Debt

81%

Equity

Growth Initiatives

15

WE ARE PURSUING OPPORTUNITIES
TO EXPAND CAPABILITY:

•Expand Energy and Mining presence in high growth geographies,
including the Middle East

•Bolster our platform within infrastructure technologies and services

•Broader linings capabilities and insulation products in high spend
geographies- Gulf of Mexico, Canadian Oil Sands

•Continue to broaden our Asia-Pacific platform positioning our
product/services to take advantage of theatre growth

Acquisitions Overview:

16

CRTS, Inc. Acquisition Summary

Strategic Highlights

•Potential cross selling opportunities between Bayou, CCSI &
UPS - South America

•Expands the OD Coating service line and footprint of CCSI

•Brings valuable technology, robotic capabilities, and IP

•Opportunity to bring custom coating to new customer base
in Tulsa

•Possible catalyst for Bayou entry into foreign markets (i.e.
Middle East, South America)

17

Acquisition Summary

•Stock purchase of Tulsa based business

•Transaction value $39 million ($24 million in cash at
closing and $15 million earnout opportunity)

•Closing Purchase Price was 5.7x 2010 CRTS audited
EBITDA: $4.2 million

•Transaction closed June 30, 2011

•Awarded $48.4 million contract in Saudi Arabia in
July 2011

Market Position

•The best proprietary robotic
coating technology in the industry

•Experience and relationships -
CRTS has a long resume of
successful projects including $12.0
million Saudi contract completed in
2010

Acquisition Summary

•Asset Purchase of Hockway Ltd. (UK Company)

•Stock Purchase of Hockway ME FZC (UAE Company)

•Purchase Price 6.5x 2010 Hockway audited EBITDA: $0.9 million

•$4.6 million cash at closing (75% of Purchase Price)

•Earnout: $1.5 million deferred as earnout (25% of Purchase Price)

•Based upon the attainment of business plan

•Additional Earnout: Seller may receive an additional 25% of Gross
Profit in excess of business plan

•Closing date August 3, 2011

Hockway Acquisition Summary

18

•Strategic Highlights

•A catalyst to growth in the Middle East market.

•“Natural fit” with Corrpro operations in the United Kingdom and Middle East, will accelerate sales volume from
the region.

•Hockway's ATEX certified rectifier (explosion proof for use in hazardous areas) to be distributed worldwide
through Corrpro distribution channels.

•Hockway’s relationships provides access to accounts and geographies that would be unattainable for Corrpro
alone in the near term (e.g. Iraq)

•Strong ROIC - Good Backlog - Solid Reputation - Conduit to New Geographies ($140 million market).

Acquisition Summary

•Asset purchase of Fibrwrap Construction
US and Canada (installation entities)
with stock purchase of Fyfe Co
(manufacturing and engineering)

•On July 26, 2011 signed definitive
agreement for to purchase Fyfe Group’s
North American operations for $115.8
million - anticipated closing August 31,
2011

•One-year option to buy Fyfe Group’s
international operations (Europe, Latin
America, Asia, Hong Kong) after
completion of satisfactory due diligence.
Anticipate closing transaction prior to
year-end 2011.

FYFE Acquisition Summary

19

Highlights

•Market leader in North American FRP market and
holds 40+ patents worldwide

•Significant barriers to entry including experience, IP,
testing, and certifications

•Good fit with existing ITI acumen - vertically
integrated fabric and resin experience

•Solution for large-diameter pressure pipe
applications

•Opens new addressable markets in infrastructure
rehab - buildings, bridges, blast, waterfront, and
industrial

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 10 through 13:

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)