Investor Slide Presentation

Forward-Looking Statements

The

Private

Securities

Litigation

Reform

Act

1995

provides

“safe

harbor”

for

forward-looking

statements.

The

Company

makes forward-looking statements in this document 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

this

document,

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

known

and

unknown

risks,

uncertainties

and

assumptions,

including

those

referred

the

“Risk

Factors”

section of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission and

any amendments or supplements thereto. 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

required

law,

not

assume

duty

update

forward-looking

statements,

whether

result

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 document are qualified

by these cautionary statements.

In addition, some of the market and industry data and forecasts 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,

Clean

Water

for

the

World®,

Insituform

Blue®,

and

our

other

trademarks

referenced

herein

are the registered and unregistered trademarks of Insituform Technologies, Inc. and its affiliates.

Forward-Looking Statements

Management Presenters

David A. Martin

Vice President and Chief Financial Officer

J. Joseph Burgess

President and Chief Executive Officer

Over 20 years of experience in sewer, water, and infrastructure related industries

Formerly Chief Executive Officer of Veolia Water North America

Over 20 years of experience in heavy infrastructure serving municipal/governmental clients

Over

years

experience

managing

infrastructure

services

for

energy

and

petrochemical

clients

Significant experience identifying and integrating businesses

Approximately 16 years of industry experience

Chief Financial Officer since 2006

Formerly

Corporate

Controller

and

Financial

Director

European

operations

Insituform

Formerly Senior Accountant at BDO Seidman, LLP

Wastewater

Water

Energy & Mining

Insituform is a global company providing trenchless

pipeline rehabilitation services to the municipal sewer,

water, energy and mining infrastructure markets

LTM Revenue of $529 million (as of September 30, 2008)

LTM EBITDA of $50 million (as of September 30, 2008)

Three complementary businesses:

–

Sewer Rehabilitation:

Provides trenchless solutions

for the rehabilitation and repair of sewer infrastructure

–

Water Rehabilitation:

Provides trenchless solutions

for the rehabilitation of pipelines that transmit and

distribute potable water

–

Energy and Mining:

Provides internal lining systems

that protect oil, gas, mineral and chemical pipelines

against corrosion and abrasion

Our Business

Our Vision

Growth Strategy

Employees: 1,600

Revenue: $529mm

EBITDA: $50mm

Margin: 9.5%

Sewer Rehabilitation

Revenue: $461mm

EBITDA: $40mm

Margin: 8.7%

Water Rehabilitation

Revenue: $12mm

EBITDA: ($1mm)

Margin: NM

Energy & Mining

Revenue: $56mm

EBITDA: $11mm

Margin: 19.7%

Current Business (LTM)

Sewer Rehabilitation:

–

Optimize vertical integration/product enhancement

capability

–

Realign sales force –

focus on key

accounts/negotiated work

–

Project manage on broader scopes

–

Target profitable new geographies (India, China)

Water Rehabilitation:

–

Enhanced robotics capability across all pipe

materials/diameters

–

Leverage leadership position within sewer

rehabilitation with key accounts

–

Improve cost-competitiveness of product offering

vs. dig-and-replace

Energy and Mining:

–

Broaden service platform

–

Diversify exposure to new and rehab markets

–

Expand off-shore capability

–

Target key international markets

(1) Insituform management estimates.

Revenue

EBITDA

11%

22%

(2%)

87%

80%

% of Total

North

America

Addressable

Market

Size

(1)

Global

$300mm

~$1.0bn

$1.3bn

$4.7bn

$3.4bn

$12.3bn

Recent Developments

We announced the execution of definitive agreements

for the acquisitions of Corrpro Companies, Inc.

(“Corrpro”) and The Bayou Companies, LLC

(“Bayou”). The Bayou acquisition was closed on

February 20, 2009 and the Corrpro acquisition is

expected to close on or before March 31, 2009.

These acquisitions will:

Create a product and service platform breadth

unmatched by peers

Provide us with a premier cathodic protection

platform

Expand our water rehabilitation capabilities

Significantly expand our off-shore capabilities

Diversify our exposure across the industry

Leverage our existing international footprint

Greatly

increase

scale

–

increasing

total

revenue

by 60%

These acquisitions are:

Accretive to earnings

Accretive to margins

Accretive to returns

Transformative at a reasonable price

Employees: 3,080

Revenue: $845mm

EBITDA: $95mm

Margin: 11.2%

Sewer Rehabilitation

Revenue: $461mm

EBITDA: $40mm

Margin: 8.7%

Water Rehabilitation

Revenue: $12mm

EBITDA: ($1mm)

Margin: NM

Energy & Mining

Revenue: $372mm

EBITDA: $56mm

Margin: 15.1%

Pro Forma Business (LTM)

North

America

Addressable

Market

Size

(1)

Global

~$1.4 bn

~$4.0bn

$1.3bn

$4.7bn

$3.4bn

$12.3bn

(1) Insituform management estimates.

Leveraging our current expertise in markets that we currently under-serve

Energy & Mining

(Pre-Acquisitions)

Revenue: $56mm

EBITDA: $11mm

Margin: 19.7%

Revenue

EBITDA

44%

59%

(1%)

55%

42%

% of Total

Pro Forma Energy & Mining Execution and

Technology Platform

Off-Shore

On-Shore

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

ONS

OFS

Energy & Mining

(Pre-Acquisition)

Bayou

Corrpro

Pro Forma

Corrosion

Engineering

Services

Anti-Corrosion

Lining

Anti-Corrosion

Coatings

Protective &

Weight

Coatings

Flow

Assurance

Linings

Flow

Assurance

Coatings

Internal

Coatings

Cathodic

Protection

Welding

Logistics

Engineering

Inspection &

Monitoring

Construction &

Installation

Acquisitions of Corrpro and Bayou will quickly and substantially broaden

Insituform’s energy and mining capabilities

Acquisition Rationale

Transitioning

our

industrial

pipeline

services

group

from

single

product

(Tite

Liner®)

broad

service

and

technology platform

Increasing our addressable market by over $1.0 billion domestically and by approximately $3.0 billion globally

Transactions increase LTM Revenues by 60%; LTM EBITDA by 90%; Year 1 accretive

Future synergies include:

Reduced combined operating expense

IPS product lines in INSU international distribution channels

Corrpro product lines to INSU municipal channels

Services provided at point of manufacture with key accounts

$72

$58

$52

$20

$40

$60

$80

2006

2007

2008

9/30/2008

$18

$16

$12

9.6%

9.4%

7.6%

4.0%

$10

$15

$20

2006

2007

2008

LTM 9/30/08

0.0%

4.0%

8.0%

12.0%

16.0%

$186

$171

$140

$157

8.7%

12.2%

$50

$100

$150

$200

2006

2007

2008

LTM 9/30/08

0.0%

5.0%

10.0%

15.0%

20.0%

Overview of Corrpro

Revenue

(1)

$ Million

% Growth

$ Million

% Margin

EBITDA

(1)

Backlog

(1)

Record High

$ Million

Products and Services

Premier provider of infrastructure maintenance services

in North America

Primarily serves attractive energy and water

infrastructure end markets

Premier provider of corrosion protection services in

North America serving the market for over 24 years

Broad customer base

–

No single customer represents greater than 5% of

total sales

35 facilities across the U.S., Canada and the U.K.

Recent wins include:

–

Exxon Mobil

•

$900k 2009 annual maintenance agreement TVA

Watts Barr Nuclear Plant

•

$103k Engineering Assessment and ECDA

–

TransCanada

•

$6.0mm Canadian Corrosion Remedial Contract

•

$1.125mm Boundary Lake Well Casing Cathodic

Protection project

Engineering Services

Product and Material Sales

Construction and Installation

Inspection, Monitoring and Maintenance

Coatings Services

Overview

(1) March 31 fiscal year end.

$27

$22

21.0%

18.7%

9.9%

9.4%

$18

$27

$36

2005

2006

2007

LTM 9/30/08

0.0%

10.0%

20.0%

30.0%

40.0%

$31

$71

$87

$25

$50

$75

$100

2006

2007

2008

$129

$119

$58

$77

54.9%

31.4%

$40

$80

$120

$160

2005

2006

2007

LTM 9/30/08

0.0%

25.0%

50.0%

75.0%

100.0%

Overview of Bayou

Revenue

$ Million

% Growth

$ Million

% Margin

EBITDA

Backlog

(1)

$ Million

(1) Represents backlog figures for The Bayou Companies, LLC (“TBC”).

Products and Services

A third generation family owned provider of products and

services to onshore and offshore oil and gas industry

Strong strategic partnerships with ILVA SA., Welspun

Gujarat Stahl Rohren

Ltd.and

Stupp

Brothers, Inc.

Long-term relationships with A-grade client list

Premier pipeline coating, insulation and prefabrication

facility on the Gulf Coast (New Iberia)

225 acres of storage space at Port of Iberia, LA facilities

accommodate large, challenging projects

Railcar shipping capacity provides unique opportunities

to effectively receive and ship pipe domestically

Fusion bonded epoxy external pipe coating

Internal diameter flow efficiency coating

Concrete weight coating

Double-

and multi-joint fabrication

Pipe bending

Anode installation

Pipe bending, storage, handling, coatings and logistics

Project management planning and support

Double-

and multi-joint fabrication, surplus pipe & pipe

corrosion material sales and anode installation

Overview

Last 5 Years

Energy and Mining Peer Valuation Analysis

EV/LTM EBITDA

INSU’s acquisitions of Corrpro and Bayou occur at an attractive valuation point

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Jan-04

Sep-04

Apr-05

Dec-05

Jul-06

Mar-07

Oct-07

Jun-08

Jan-09

6 months

7.2x

1 Year

9.1x

2 Years

10.7x

3 Years

11.2x

5 Years

11.1x

Composite Average

(1)

Source: FactSet as of January 30, 2009.

(1) Composite average includes ShawCor, Dril-Quip, Robbins & Myers, Team Inc., Ameron International, Natco Group and L.B. Foster.

42%

59%

(1) Pro Forma for the acquisitions of Corrpro and Bayou.

Pro Forma Financials

LTM 9/30/08

Sewer

Rehabilitation

Energy &

Mining

Water

11%

87%

Pro Forma

(1)

LTM 9/30/08

Water

Pro Forma

(1)

LTM 9/30/08

Total: $95 million

Margin: 11.2%

Sewer

Rehabilitation

Water

(1%)

LTM 9/30/08

Sewer

Rehabilitation

Energy &

Mining

22%

80%

Water

(2%)

Total: $50 million

Margin: 9.5%

Energy &

Mining

Sewer

Rehabilitation

44%

55%

Total: $529 million

Total: $845 million

Revenue

EBITDA

The acquisitions of

Bayou and Corrpro:

–

Diversify revenue

across business

lines

–

Significantly

increase scale

–

Improve profitability

–

Decrease focus on

municipal client base

Synergies:

–

Reduces overhead

cost

–

Broadens water

market service

profile

–

Enhances R&D and

engineering

capability

–

Exposes Bayou and

Corrpro to INSU’s

international footprint

Energy &

Mining

Global Infrastructure Spend Forecast Breakdown by 2030

Booz Allen Hamilton

estimates that

approximately $41

trillion of worldwide

infrastructure

investment is

required by 2030

Source: Booz Allen Hamilton, Global Infrastructure Partners, World Energy Outlook, Organisation for Economic Co-operation and Development (OECD).

55%

45%

Revenue

($ Trillion)

55%

45%

55% of Total Projected Spend

We are uniquely positioned to capitalize on the upcoming infrastructure spend

Sewer/Water Rehabilitation

Projected Infrastructure Spend

$1.6

$7.8

$22.6

$9.0

$10

$15

$20

$25

Water/Sewer

Power

Road and Rail

Air/Seaports

Despite recent macro-economic headwind, we were able to:

Improve EBITDA margin from 9.5% to 11.2% for LTM

period

Grow backlog by 8.4% for LTM period

Expect revenue

and profit

growth in 2009

Recent Wins:

Clark County, Nevada $13.0mm

Project will be completed early in 2010

Detroit Water and Sewer District $8.0mm

Additional smaller project to be completed over the next

2 years

City and County of Honolulu, Hawaii $6.2mm

One of many projects to be completed over the next 7

years as part of a 10-year capital improvements

program

City of Atlanta, Georgia $4.4mm

One of the largest ongoing rehab projects in the nation

Spending ~$100mm each year on sewer rehabilitation

The Metropolitan District Commission, Hartford, CT

$17.5mm

Expect Hartford to continue to put out CIPP work

At least $5mm to come out in 2009

County of Maui, Hawaii $7.7mm

Project will be completed in 2009

North American Sewer Rehabilitation

Actions Taken

Results

Deploy new CIPP technologies to reduce costs further

Reduce operating costs

Decentralization

Realignment of support functions

Realign sales force

New market penetration

Negotiated work

Minimize execution risk through optimized project

management/quality of system

Water Rehabilitation Market Opportunity

We are leveraging our proprietary technologies and experience from the sewer and energy and

mining sectors to capitalize on the attractive water rehabilitation market

North American Water Pipeline

Rehabilitation Market

Epoxy

Dig-and-Replace

12%

67%

Pipe Bursting

Cement Mortar Lining

Directional Drilling

Sliplining

Modified Sliplining

Market Size ~$1.3 billion

Water pipeline rehabilitation market size is

estimated to be $1.3 billion in North America

–

Only 33% of the market is trenchless

–

Only 3% of the market is CIPP / modified

sliplining

Insituform is already winning and converting

major contracts, demonstrating great potential

We expect our water rehabilitation business to

produce ~$150mm of annual revenue by 2012

Wins:

New York City, New York

–

$4.25

million

Insituform

Blue®

contract

rehabilitate a century-old water main

beneath Madison Avenue

Victoria, British Columbia

–

$4.4

million

Insituform

Blue®

project

rehabilitate water lines using our

InsituGuard™

technology

Closing the Gap –

Water Rehabilitation

Our water rehabilitation business is estimated to become a $150 million business

in 3 to 5 years

Areas of Focus

Commentary

Products

Pricing

Focus on being cost-competitive versus "dig-and-replace" alternatives

Goal is to be at least 20% more affordable than "dig-and-replace"

"Dig-and-replace" price varies by region while trenchless pricing is consistent

across geographies

Re-establishing taps

Offer mechanical and adhesion seal capabilities

Present a suite of HDPE and CIPP linings to maximize product acceptance globally

Operating Pressure

Offer linings to cover the entire range of operating pressures within water systems

Up to 130 psi operating pressure

Diameter

Offer fully structural solutions for stand alone internal pressures for diameters ranging from

6" -

48"

We are focused on

expanding globally,

particularly in Asia

(China and India)

India is expected

to spend $7.5

trillion on sewer

and water

infrastructure over

the next 10 years

Our current

backlog in India is

greater than $60

million

Our LTM 9/30/08

international revenue

has increased 23%

over the same period

the previous year

Geographic

Infrastructure

Spend

Breakdown

2030

(1)

(1) Booz Allen Hamilton, Global Infrastructure Partners, World Energy Outlook, Organisation for Economic Co-operation and Development (OECD).

U.S./Canada

16%

South America/

Latin America

18%

Africa

Europe

22%

Asia/Oceania

39%

Middle East

Geographic Expansion

84% of infrastructure spending is predicted to come outside of the U.S. and Canada

Pro Forma Financials

Our recently acquired and completed acquisitions provide scale and improve our

profitability

12 Months Ended

9 Months Ended

12/31/2007

9/30/2008

INSU

Pro Forma

% Change

INSU

Pro Forma

% Change

Revenue

$495,570

$784,865

+58.4%

$399,390

$634,541

+58.9%

Operating Income

13,530

33,073

+144.4%

19,744

32,293

+63.6%

% Margin

2.7%

4.2%

4.9%

5.1%

EBITDA

34,337

76,005

+121.4%

35,095

67,873

+93.4%

% Margin

6.9%

9.7%

8.8%

10.7%

(Dollars in Thousands)

$95

$50

$34

$54

$62

$27

$18

26.7%

11.7%

9.5%

11.2%

$25

$50

$75

$100

2005

2006

2007

LTM

PF LTM

0.0%

10.0%

20.0%

30.0%

40.0%

5.3%

(1)

$527

$484

$496

$529

$845

$129

$186

9.1%

(6.0%)

(10.9%)

$300

$600

$900

2005

2006

2007

LTM

PF LTM

(20.0%)

0.0%

20.0%

40.0%

60.0%

Historical Financial Performance

Revenue

EBITDA

$ Million

% Growth

$ Million

% Margin

(1)

Bayou

Corrpro

ROIC

(2)

(1)

4.5%

3.6%

2.1%

3.7%

6.6%

0.0%

2.0%

4.0%

6.0%

8.0%

2005

2006

2007

LTM

PF LTM

Corrpro Standalone: 12.5%

Bayou Standalone: 25.9%

(1) Pro Forma for the acquisitions of Corrpro and Bayou.

(2) ROIC = (Tax-Effected Operating Income) / (Assets – Current Liabilities). Assumed tax rate of 29.5%.

U.S. Pipeline Additions

(1)

Global Onshore Pipeline Capex

(3)

Miles

Expenditures

($ bn)

Corrosion Protection

While pipeline

additions are predicted

to decelerate,

projected maintenance

capex is expected to

remain strong

–

Implies an

increase in

rehabilitation

spending

(1) Source: EIA report: Additions to Capacity on the U.S. Natural Gas Pipeline Network: 2007. Report dated July 2008.

(2) Approved by U.S. regulatory authorities including the Federal Energy Regulatory Commission. Report dated July 2008.

(3) Source: Pipeline and Gas Journal’s 2008 Worldwide Pipeline Construction Report.

Over $70bn of

capex for

2009 -

2010

$37

$35

$36

$30

$28

$27

$26

$31

$10

$20

$30

$40

2003

2004

2005

2006

2007

2008E

2009E

2010E

1,663

1,582

1,152

2,243

1,459

4,407

3,696

1,955

1,000

2,000

3,000

4,000

5,000

2003

2004

2005

2006

2007

2008E

2009E

2010E

Over 5,600 miles

Approved

(2)

for

2009 -

2010

Corrosion-Resistant Technologies

Oil and Gas Pipelines –

U.S. & Canada

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

EPC

IPC

PENP

CPEP

CPNP

SCP

LFPE

TFL

36.0%

20.1%

45.0%

7.7%

7.4%

24.2%

1.6%

17.6%

2002-2008 CAGR:

($ mm)

Key

EPC

= External Powder Coating

IPC

= Internal Powder Coating

PENP

= Polyethylene New Pipe

CPEP

= Cathodic Prot. Existing Pipe

CPNP

= Cathodic Protection-New Pipe

SCP

= Spoolable Composite Piping

LFPE

= Loose-Fit PE Liners

TFL

= Tite-Fit Liners

2008

2002

Source: Insituform management projections.

Market Size

The acquisitions of Corrpro and Bayou, coupled with our existing operational segment, will

avail the Company of a $1.4 billion North American annual market

Rank

INSU

(Energy & Mining)

Bayou

Corrpro

El Abra

Cheniere Creole

Trail Pipeline

U.S. Government

Collahuasi

Welspun Trading

Transcanada

Pemex

Williams Field

Services

El Paso

Encana

Wilbros

Exxon

Bodington

Bayou Coating

LLC

Corrpro Middle

East

Kinder Morgan

ILVA

Shell

McJunkin

Escondida

Enterprise Field

Services

Encana

Chevron

Candelaria

Wilson Supply

Samson

INSU operates on 6 continents allowing for

significant cross-selling opportunities in the U.S.

and around the world

Diversity of product value chain precludes

cannibalization of revenue stream

= Overlap

Top 10 Customers

Value Chain

Synergistic Value

Cross-Selling Opportunities

Included in Value Chain

INSU

(Energy &

Mining)

Bayou

Corrpro

Flow Assurance

Linings

Anti Corrosion

Linings

Anti Corrosion

Coatings

Protective &

Light Coatings

Flow Assurance

Coatings

Cathodic

Protection

Internal

Coatings

Corrosion

Engineering

Services

Technology Innovator

Recent Innovations

Process

Year

Introduced

Description

iPlus™ Infusion®

2004

Trenchless method used for the rehabilitation of small-diameter sewer pipelines

iPlus™ Composite

2004

Trenchless method used for the rehabilitation of large-diameter sewer pipelines

Air Invert Steam Cure

2005

Method of rehabilitating sewer pipes that replaces water inversion of a CIPP liner with air

inversion and hot water cure with steam cure for diameters of up to 72”

iTAP®

2007

Robotic method for reinstating potable water service connections from inside a water main

InsituGuard : InsituFlex™

and InsituFold®

2006

Methods of rehabilitating transmission and distribution water mains using high-density

polyethylene liners

Thermopipe®

2005

Polyester-woven polyethylene liner capable of rehabilitating drinking water distribution

pipelines from 3” to 12” in diameter and up to 230 psi operating pressure

Safetyliner™

2005

Grooved high-density polyethylene liner, installed into a steel pipeline using the Tite Liner®

process, and normally used in natural gas or CO2 pipelines

Tite Liner®

1988

Method of lining new and existing pipe with a corrosion and abrasion resistant high-density

polyethylene pipe

Energy and Mining Products and Services

Description

Applications

Anti-Corrosion Lining

Isolates the flow stream from the host pipe wall, eliminating internal corrosion

Water infrastructure

Anti-Corrosion Coatings

Applied under quality controlled factory conditions

Protect buried oil and gas pipelines

Protective & Weight Coatings

Provides negative buoyancy to counter act waves and tidesand a degree of insulation

Off-shore pipelines usually for marine

and river crossing purposes

Flow Assurance Linings

Optimizes flow of liquids and gases from reservoir to the topside receiving facilities

Oil, gas, and water pipelines in both

on and off-shore situations

Flow Assurance Coatings

Off-shore product lines have high efficiency thermal insulation systems with optimum

thicknesses and the on-shore products are designed to meet the high performance

standards required for insulated pipelines

Oil, gas, and water pipelines in both

on and off-shore situations

Internal Coatings

Increases flow efficiency for natural gas pipelines

Natural gas pipelines as well as other

anti-corrosion applications

Cathodic Protection

Controls the corrosion of a metal surface by making it work as a cathode of an

electrochemical cell

Protect steel, water or fuel pipelines

and storage tanks, steel pier piles,

ships, off-shore oil platforms and on-

shore oil well casings

Welding

Fabricates and welds topside production equipment for the off-shore oil & gas platforms

Off-shore oil & gas platform, sub-sea

instillation, and deepwater pipeline

instillations

Logistics

Project management planning and support

On-shore and off-shore oil & gas

Engineering

Cathodic protection engineering, general corrosion engineering, and research in various

areas of corrosion associated with failure analysis

Natural gas pipelines as well as other

anti-corrosion applications

Inspection & Monitoring

Close interval surveys, global positioning surveys, external corrosion direct assessments,

stress corrosion cracking direct assessments, internal corrosion monitoring programs,

pipeline pig tracking and non-destructive testing

On-shore and off-shore oil & gas

pipelines

Construction & Installation

Deep and semi deep anode groundbed installation, horizontal anode groundbed

installation, sacrificial anode installation, well-casing system installation and elevated

water tank installation

On-shore and off-shore oil & gas

pipelines

EBITDA Reconciliation

(In Thousands)

Year ended December 31,

Nine Months Ended

September 30,

2005

2006

2007

2008

LTM Ended

September

30, 2008

(Historical)

(Pro Forma)

(Historical)

(Pro Forma)

(Historical)

Income from Continuing Operations

$20,160

$26,303

$12,866

$29,615

$3,822

$13,734

$28,866

$22,776

Taxes on Income (Tax Benefits)

8,913

11,826

(149)

7,072

(604)

4,842

8,697

5,297

Interest Expense

8,465

6,834

5,368

8,968

4,139

3,546

6,246

4,775

Depreciation and Amortization

16,372

16,620

16,252

30,350

11,950

12,973

24,070

17,275

EBITDA

$53,910

$61,583

$34,337

$76,005

$19,307

$35,095

$67,879

$50,123

The following is a reconciliation of Insituform's income (loss) from continuing operations to EBITDA:

EBITDA Reconciliation

The following is a reconciliation of Bayou's income (loss) from continuing operations to EBITDA:

(In Thousands)

Year Ended December 31,

Nine Months ended

September 30,

2005

2006

2007

2008

LTM Ended

September 30,

2008

Income from Continuing Operations

$2,917

$4,264

$15,771

$8,782

$11,297

$18,286

Income Tax Expense

302

947

1,418

1,208

1,469

1,680

Interest Expense

468

689

1,528

1,030

1,123

1,621

Depreciation and Amortization

1,780

1,721

3,460

1,924

4,076

5,612

EBITDA

$5,467

$7,621

$22,177

$12,944

$17,965

$27,199

Year Ended March 31,

Six Months Ended

September 30,

(In Thousands)

2006

2007

2008

2007

2008

LTM Ended

September 30,

2008

Income (Loss) from Continuing Operations

($4,810)

$2,825

$6,479

$3,152

$5,772

$9,099

Provision for Income Taxes

3,482

1,657

2,515

2,743

2,056

1,828

Interest Expense

5,340

5,750

5,284

2,758

2,619

5,145

Depreciation and Amortization

1,534

1,689

1,793

860

935

1,868

EBITDA

$5,546

$11,921

$16,071

$9,513

$11,382

$17,940

The following is a reconciliation of Corrpro's income (loss) from continuing operations to EBITDA: