Aegion Corp (Form: 8-K, Received: 08/04/2015 16:47:23)

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): July 29, 2015

AEGION CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	0-10786	45-3117900
(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 2.02.	Results of Operations and Financial Condition .

Aegion Corporation (the “Company”) issued an earnings release (the “Earnings Release”) on July 29, 2015 to announce its financial results for the quarter ended June 30, 2015 . A copy of the Earnings Release is furnished herewith as Exhibit 99.1. On July 30, 2015, the Company held a conference call in connection with the Earnings Release. A transcript of the conference call is furnished herewith as Exhibit 99.2.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.



Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

Effective August 1, 2015, the Board of Directors of the Company amended and restated the By-laws of the Company (the “Amended & Restated By-laws”) so as, among other things, (a) to conform to the Delaware General Corporation Law (the “DGCL”) the provisions regarding the setting of record dates, (b) to clarify the provisions regarding the existence of a quorum at, and the adjournment and postponement of, stockholder meetings, (c) to clarify the provisions regarding stockholder voting, (d) to clarify and conform to the DGCL the provisions regarding the existence of a quorum at meetings, and the manner of acting, of the Board of Directors and committees thereof, (e) to conform to the Company’s Certificate of Incorporation the provisions regarding the filling of newly created directorships and vacancies on the Board of Directors, (f) to clarify the authority of the Board of Directors to provide for the issuance of certificated or uncertificated shares of capital stock, (g) to designate the Court of Chancery of the State of Delaware as the exclusive forum (subject to applicable jurisdictional requirements) in which stockholders may bring Internal Corporate Claims (as defined in the Amended & Restated By-laws), and (h) to conform to the DGCL and the Company’s Certificate of Incorporation the provisions regarding amendments to the By-laws.

A copy of the Amended & Restated By-laws of the Company is attached hereto as Exhibit 3.1.



Item 9.01.	Financial Statements and Exhibits .
	(d)	The following exhibits are filed as part of this report:



	Exhibit Number	Description
	3.1	Amended & Restated By-laws of Aegion Corporation, filed herewith.

	99.1	Earnings Release of Aegion Corporation dated July 29, 2015, filed herewith.

	99.2	Transcript of Aegion Corporation’s July 30, 2015 conference call, filed herewith.

* * *

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.



	AEGION CORPORATION


	By:	/s/ David F. Morris
		David F. Morris
		Executive Vice President, General
		Counsel and Chief Administrative Officer

Date: August 4, 2015

INDEX TO EXHIBITS

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



Exhibit	Description
3.1	Amended & Restated By-laws of Aegion Corporation.

99.1	Earnings Release of Aegion Corporation dated July 29, 2015.

99.2	Transcript of Aegion Corporation’s July 30, 2015 conference call.

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

AEGION CORPORATION

(dated August 1, 2015)

ARTICLE 1. OFFICES

The registered office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle. The Corporation may also have such other offices, either within or without the State of Delaware as the Board of Directors of the Corporation (the “ Board ”) may designate or as the business of the Corporation may from time to time require.

ARTICLE 2. STOCKHOLDERS

2.01. Annual Meeting .

The annual meeting of the stockholders shall be held at such time and upon such date in each year as the Board may determine, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day.

2.02. Special Meeting .

Special meetings of the stockholders, for any purpose or purposes, may be called by the Board.

2.03. Place of Meeting .

All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the meeting pursuant to Section 2.02 and specified in the respective notices or waivers of notice hereof.

2.04. Notice of Meeting .

Written or printed notice stating (a) the place, day and hour of the meeting and, (b) in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail or sent by electronic transmission by the Secretary or any Assistant Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon pre-paid. No business shall be conducted at a special meeting of stockholders other than business that is specified in the notice of meeting (or any supplement thereto).

To the extent permitted by the Delaware General Corporation Law (“ DGCL ”) and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these By-laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices by the Corporation in accordance with such consent, and (b) such inability becomes known to the Secretary or any Assistant Secretary of the Corporation or to the transfer agent, or

other person responsible for the giving of notice; provided , however , that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given if by: (i) facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) any other form of electronic transmission, when directed to the stockholder.

“ Electronic transmission ” for purposes of these By-laws shall mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

2.05. Waiver of Notice .

Any stockholder entitled to notice of a meeting pursuant to any provision of these By-laws may waive such notice (i) in a writing specifically waiving such notice, including a writing by electronic transmission, whether before or after the time stated in the notice or (ii) by attending the meeting, unless the stockholder attends such meeting for the express purpose of objecting, in writing at the beginning of the meeting, to the transaction of any business at the meeting because the meeting was not lawfully called and convened.

2.06. Fixing of Record Date .

In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 2.06 at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.07. Voting Lists .

The officer or agent having charge of the stock transfer books for shares of stock of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each (but not the electronic mail address or other electronic contact information, unless the Secretary of the Corporation so directs). Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting (a) on a reasonably accessible electronic network,

provided that the information required to gain access to such list is provided with the notice of meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

2.08. Quorum; Postponements and Adjournments .

At any meeting of stockholders, the holders of a majority of the voting power of all of the shares of stock of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or by the rules of any stock exchange upon which the Corporation’s securities are listed. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date, or time. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified. Once a quorum is established, the stockholders present at the meeting may continue to transact business until adjournment.

Any meeting of stockholders may be postponed by action of the Board at any time in advance of such meeting. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place. The chairman of the meeting shall have the power to adjourn any meeting of stockholders without a vote of the stockholders, including an adjournment if a quorum shall fail to attend any meeting as contemplated by the preceding paragraph. When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, date and time of the adjourned meeting shall be given as provided in Section 2.04 . At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.09. Proxies .

At all meetings of stockholders, a stockholder entitled to vote at any meeting may vote either in person or by proxy authorized by an instrument in writing (or in such other manner permitted by applicable law, including electronic transmission) executed by the stockholder or by his duly authorized attorney-in-fact and filed in accordance with the procedure established for the meeting. No proxy shall be valid more than three years past its execution date unless specifically provided otherwise in the proxy. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 2.09 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.

2.10. Voting .

Each stockholder entitled to vote at a meeting of the stockholders shall be entitled to one vote, in person or by proxy, as applicable, for each share of stock entitled to vote held by such stockholder. Except as otherwise required by applicable law or the rules of any stock exchange upon which the Corporation’s securities are listed, these By-laws or the Certificate of Incorporation, any business to be transacted at a meeting of the stockholders at which a quorum is present, other than the election of directors, shall be determined by a majority of the affirmative votes cast, either in person or represented by proxy, by the stockholders entitled to vote thereon.

Except as provided in Section 3.13 , each director shall be elected at a meeting of the stockholders at which a quorum is present by a majority of the votes cast with respect to the director, either in person or represented by proxy, by the stockholders entitled to vote on the election of directors; provided, that if as of a date that is 14 days in advance

of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The Corporate Governance and Nominating Committee has established procedures under which any director who is not elected by the standard set forth in this Section shall tender his or her resignation to the Board.

For purposes of determining whether a plurality or majority vote has been achieved for purposes of this Section, only votes cast “for,” “withheld” or “against” are included. Abstentions and broker non-votes are not considered votes cast. For example, in an election of directors, a majority of the votes cast means that the number of shares voted “for” a director must exceed the aggregate number of votes withheld from or cast against that director.

Directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these By-laws.

2.11. Business at Meetings .

At each annual meeting, the stockholders shall elect the directors and shall conduct only such other business as shall have been properly brought before the meeting. To be properly brought before an annual meeting, all business, including nominations of candidates for and the election of directors and whether such business is intended to be included in the Corporation’s proxy statement, subject to independent proxy solicitation or presented directly at the meeting, must be (a) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorized committee thereof), or (c) otherwise properly brought before the meeting by a stockholder of the Corporation who (i) was a stockholder of record at the time of giving the notice provided for in this Section 2.11 or Section 2.12 of these By-laws, as applicable, (ii) is entitled to vote at the meeting, and (iii) complied with the notice procedures set forth in this Section 2.11 or in Section 2.12 of these By-laws, as applicable.

For business other than nominations of candidates for and the election of directors to be properly brought before a meeting by a stockholder pursuant to clause (iii) of the preceding paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation at the principal executive office of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed to and received by the Secretary of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting; provided , however , that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement (as defined herein) of the date of such meeting is first made.

Such stockholder’s notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below) covered by clause (b)(iii) below or on whose behalf the proposal is made; (b) as to the stockholder giving the notice and any Stockholder Associated Person covered by clause (b)(iii) below or on whose behalf the proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of any Stockholder Associated Person, (ii) the class and number of shares of capital stock of the Corporation that are owned beneficially or of record by such stockholder and by any Stockholder Associated Person as of the date such notice is given, (iii) any derivative positions held or beneficially held by the stockholder and by any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of,

such stockholder or any Stockholder Associated Person with respect to the Corporation’s securities, and (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to propose such business; (c) in the event that such business includes a proposal to amend the by-laws of the Corporation, the language of the proposed amendment; and (d) if the stockholder intends to solicit proxies in support of such stockholder’s proposal, a representation to that effect.

Notwithstanding anything in these By-laws to the contrary and not including nominations of candidates for and the election of directors, which are governed by Section 2.12 of these By-laws, no business shall be conducted at any meeting except in accordance with this Section 2.11 , and the Chairman of the Board or other person presiding at a meeting of stockholders may refuse to permit any business to be brought before a meeting without compliance with the foregoing procedures or if the stockholder solicits proxies in support of such stockholder’s proposal without such stockholder having made the representation required by clause (d) of the preceding paragraph of this Section 2.11 . If a stockholder does not appear or send a qualified representative (as defined below) to present his proposal at such meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

For the purposes of Sections 2.11 and 2.12 , (1) “ public announcement ” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act; (2) “ Stockholder Associated Person ” of any stockholder means (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person; and (3) to be considered a “ qualified representative ” of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Notwithstanding the foregoing provisions of this Section 2.11 , a stockholder seeking to include a proposal in a proxy statement that has been prepared by the Corporation to solicit proxies for a meeting shall comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11 .

In no event shall the adjournment or postponement of a meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 2.11 or Section 2.12 .

2.12. Notice of Stockholder Nominations .

Nominations of persons for election as directors may be made by the Board or by any stockholder who is a stockholder of record at the time of giving the notice of nomination provided for in this Section 2.12 and who is entitled to vote in the election of directors. Any stockholder of record entitled to vote in the election of directors at a meeting may nominate a person or persons for election as directors only if timely written notice of such stockholder’s intent to make such nomination is given to the Secretary of the Corporation at the principal executive office of the Corporation in accordance with the procedures for bringing nominations before an annual meeting set forth in this Section 2.12 . To be timely, a stockholder’s notice shall be delivered (a) with respect to an election to be held at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement (as defined in Section 2.11 of these By-laws) is first made of the date of such meeting, and (b) with respect to an election to be held at a special meeting of stockholders, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day

following the day on which public announcement is first made of the date of the special meeting and of the nominees to be elected at such meeting.

Such stockholder’s notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination as they appear on the Corporation’s books, the person or persons to be nominated and the name and address of any Stockholder Associated Person (as defined in Section 2.11 ) covered by clause (c) below or on whose behalf the nomination is made; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting in such election and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) (i) the class and number of shares of capital stock of the Corporation that are owned beneficially or of record by such stockholder and by any Stockholder Associated Person as of the date such notice is given and (ii) any derivative positions held or beneficially held by the stockholder and by any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to the Corporation’s securities; (d) a description of all arrangements or understandings between or among the stockholder, any Stockholder Associated Person, each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding each nominee proposed by such stockholder as would have been required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act; (f) the consent of each nominee to serve as a director if so elected; and (g) if the stockholder intends to solicit proxies in support of such stockholder’s nominee(s), a representation to that effect. The Corporation may require any person or persons to be nominated to submit to an in-person interview and/or furnish such other information as it may reasonably require, including, without limitation, the timely submission of a questionnaire, representation and agreement in the form requested by the Corporation, to determine the eligibility of such person or persons to serve as a director of the Corporation.

The chairman of any meeting of stockholders to elect directors and the Board may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in support of such stockholder’s nominee(s) without such stockholder having made the representation required by clause (g) of the preceding paragraph. If a stockholder does not appear or send a qualified representative (as defined in Section 2.11 ) to present the nomination at such meeting, the Corporation need not present such nomination for a vote at such meeting, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

Notwithstanding anything in this Section 2.12 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board made by the Corporation at least 60 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered not later than the close of business on the 10th day following the day on which such public announcement of the date of such meeting is first made.

2.13. Minutes of Meetings .

The Corporation shall keep minutes of the proceedings of its stockholders in paper or electronic form.

ARTICLE III. BOARD OF DIRECTORS

3.01. General Powers .

The business and affairs of the Corporation shall be managed by the Board. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these By-laws and the laws of the State of Delaware.

3.02. Number of Directors .

The Board shall consist of no less than six (6) directors and no more than fifteen (15) directors. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time pursuant to a resolution adopted by a majority of all directors then serving.

3.03. Regular Meetings .

The Board may provide, by resolution, the time and place for the holding of regular meetings without other notice than such resolution.

3.04. Special Meetings .

Special meetings of the Board may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President or any two directors. The person or persons authorized to call special meetings of the Board may fix the place either within or outside the State of Delaware, for holding any special meeting of the Board called by such person or persons.

3.05. Presence at Meetings .

Directors may participate in any meeting of the Board, or any meeting of a committee of the Board of which they are members, by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

3.06. Notice of Meeting .

Notice of any special meeting of the Board shall be given at least 24 hours prior to the meeting by written notice delivered personally, by United States mail to each director at such director’s mailing address or by telecopy, facsimile or electronic transmission. If notice be given by United States mail, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telecopy, facsimile or electronic transmission, such notice shall be deemed to be delivered on the date set forth on the transmission.

3.07. Waiver of Notice .

Any director entitled to notice of a meeting pursuant to any provision of these By-laws may waive such notice (i) in a writing specifically waiving such notice, including a writing by electronic transmission, whether before or after the time stated in the notice or (ii) by attending the meeting, unless the director attends such meeting for the express purpose of objecting, in writing at the beginning of the meeting, to the transaction of any business at the meeting because the meeting was not lawfully called and convened.

3.08. Quorum .

A majority of the number of directors then in office at the time of any regular or special meeting shall constitute a quorum for the transaction of business at such meeting; provided , however , that if such majority constitutes less than one-third (⅓) of the total number of directors then fixed by resolution of the Board pursuant to Section 3.02 , then a

quorum shall constitute one-third (⅓) of the number of directors so fixed. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present.

3.09. Manner of Acting .

At any meeting of the Board, business shall be transacted in such order and manner as the Board may from time to time determine, and, except as otherwise expressly required by law, all matters shall be determined by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall act only as a Board, and the individual directors shall have no power as such.

3.10. Action Without a Meeting .

Unless otherwise restricted by statute, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing is filed with the minutes of the proceedings of the Board or committee, as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The signature of any director transmitted by telecopy, facsimile or electronic transmission, evidencing such director’s written consent pursuant to this Section 3.10 , shall be deemed to be an original signature.

3.11. Removal of Directors .

Except as otherwise required by law, any or all of the directors may be removed with or without cause by the affirmative vote of holders of a majority of the voting power of the outstanding shares then entitled to vote at an election of directors and only at a meeting called specifically for the purpose of such removal.

3.12. Resignation .

A director may resign at any time by giving notice in writing or by electronic transmission to the Board, the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. A resignation may specify a later effective date or an effective date determined upon the happening of an event or events.

3.13. Newly Created Directorship and Vacancies .

Except as otherwise provided in the Certificate of Incorporation, any vacancy on the Board resulting from death, resignation, disqualification, removal from office or other cause and any newly created directorship resulting from an increase in the number of directors shall be filled by a majority of the directors then in office, although less than a quorum. Each director so chosen shall hold office until his or her successor shall have been elected and qualified or until he or she shall resign or shall have been removed in the manner herein provided under this Article III .

Notwithstanding the foregoing, the term of office of each director chosen to fill any vacancy or newly created directorship shall expire at the next annual meeting of stockholders or special meeting of stockholders called for the election of all of the directors, unless such director is re-elected by the stockholders.

3.14. Compensation .

The Board shall have the authority to fix the compensation of directors. Nothing herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed compensation for attending committee meetings.

3.15. Committees .

The Board, by resolution, may designate from among its members an executive committee and other committees, each consisting of one or more directors. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by statute, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation. Any such committee shall keep or have kept minutes of its proceedings, which may be kept in paper or electronic form. At any meeting of a committee of the Board, (1) a majority of the committee members shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the committee members present may adjourn the meeting from time to time without further notice, and (2) business shall be transacted in such order and manner as the committee may from time to time determine, and, except as otherwise expressly required by law, all matters shall be determined by the affirmative vote of a majority of the committee members present at a meeting at which a quorum is present.

3.16. Chairman of the Board .

The Board, by resolution, may designate from among its members a Chairman of the Board and a Vice Chairman of the Board. The Chairman of the Board and the Vice Chairman of the Board positions shall not be officer positions and shall not have operating, executive or independent oversight authority or responsibility. All oversight authority and responsibility is vested in the Board and its designated committees, and executive and operating authority and responsibility is vested in the officers as prescribed from time to time by the Board or these By-laws.

The Chairman of the Board shall preside, when present, at all meetings of the Board and at all meetings of the stockholders and will perform such other duties as may be prescribed from time to time by the Board or these By-laws. The Chairman of the Board shall be an ex officio member of all Board committees. In the absence, death or inability or refusal to act of the Chairman of the Board, the Vice Chairman of the Board shall perform the duties of the Chairman of the Board and, when so acting, shall have all the duties of and be subject to all the restrictions on the Chairman of the Board. The Vice Chairman of the Board shall perform such other duties as may be prescribed from time to time by the Board or these By-laws.

3.17. Minutes of Meetings .

The Board shall keep or have kept minutes of its proceedings. Minutes may be kept in paper or electronic form.

ARTICLE IV. OFFICERS

4.01. Designation .

(a) Principal Officers . The principal officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents and a Secretary, each of whom shall be elected by the Board, and such other officers as may be appointed at the discretion of the Board. Any one officer may hold two or more positions.

(b) Other Board - Appointed Officers . The Board (or a designated committee) may appoint such other officers (including a Treasurer), assistant officers and agents as it may deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board.

(c) Distinctive Designations . The Board may assign any distinctive designations (e.g., Senior Vice President, etc.) to any officer of the Corporation. In connection with the appointment of any officer of the Corporation (including principal officers), the Board may determine that such officer, in addition to the title of the office to which such officer is appointed, shall have a further title as the Board may designate, such as Chief Operating Officer, Chief Financial Officer or General Counsel, and the Board may prescribe powers to be exercised and duties to be performed by any such officer to whom any such additional title of office is given in addition to those powers and duties provided for by these By-laws for such office.

(d) Chief Executive Officer Appointments . The Chief Executive Officer may from time to time appoint such officers of operating divisions, and such contracting and attesting officers, of the Corporation as the Chief Executive Officer may deem proper, who shall have such authority, subject to the control of the Board, as the Chief Executive Officer may from time to time prescribe.

4.02. Term of Office .

The principal officers of the Corporation shall be appointed annually at the first meeting of the Board held after each annual meeting of the stockholders. Each officer who is appointed by the Board shall hold office until such officer’s successor shall have been duly elected and shall have qualified or, if earlier, until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided under this Article IV . Each other officer and/or agent of the Corporation appointed by the Chief Executive Officer shall hold office for such period as the Chief Executive Officer may from time to time prescribe or, if earlier, until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided.

4.03. Removal .

Any officer of the Corporation (whether or not appointed by the Board) may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract, if any, of the person so removed. In addition, any officer appointed by the Chief Executive Officer may be removed by the Chief Executive Officer whenever in the Chief Executive Officer’s judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract, if any, of the person so removed.

4.04. Resignation .

Any officer may resign at any time by giving written notice of his or her resignation to the Board, the Chief Executive Officer or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, upon receipt thereof by the Board, Chief Executive Officer or the Secretary, as the case may be, and the acceptance of such resignation shall not be necessary to make it effective. Notwithstanding any date and time specified in a notice of resignation, the Board may terminate an officer’s employment sooner than the date and time specified in the officer’s resignation.

4.05. Vacancies .

A vacancy in any office because of death, resignation, removal, disqualification or otherwise of an officer of the Corporation may be filled by the Board for the unexpired portion of the term. A vacancy in any office because of death, resignation, removal, disqualification or otherwise of any officer appointed by the Chief Executive Officer may be filled by the Chief Executive Officer for the unexpired portion of the term.

4.06. Chief Executive Officer .

The Chief Executive Officer shall be responsible for the general and active management of the business and affairs of the Corporation, subject to the control of the Board, and shall perform such other duties as the Board may prescribe. The Chief Executive Officer shall implement and carry out all orders and resolutions of the Board and shall be responsible to the Board for the Corporation’s strategic development and operational results and for the conduct of the Corporation’s business and affairs in accordance with policies approved by the Board. The Chief Executive Officer shall have full authority in respect to the signing and execution of deeds, bonds, mortgages, contracts and other instruments of the Corporation; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation. In the absence, death or inability or refusal to act of the Chairman and the Vice Chairman of the Board, the Chief Executive Officer (i) shall preside at all meetings of stockholders and (ii) if a member of the Board, shall preside at all meetings of the Board and otherwise perform all of the duties of the Chairman of the Board.

4.07. President .

The President shall have equal authority with the Chief Executive Officer to sign and execute deeds, bonds, mortgages, contracts and other instruments of the Corporation. The President shall have all powers and shall perform all duties incident to the office of president of a corporation, including (i) the general authority to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation; and (ii) to remove or suspend any employee or agent who shall have been employed or appointed under the President’s authority or under authority of an officer subordinate to the President. In addition, the President shall perform such other duties as from time to time may be assigned to him by the Board or the Chief Executive Officer. In the absence, death or inability or refusal to act of the Chief Executive Officer, the President shall exercise all the powers and discharge all of the duties of the Chief Executive Officer.

4.08. Vice President .

In the absence, death or inability or refusal to act of the President, one of the Vice Presidents designated by the Board shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the Board, the Chief Executive Officer or the President.

4.09. Secretary .

The Secretary shall keep the minutes of the meetings of the stockholders and of the Board in one or more books provided for that purpose. In addition, the Secretary shall (i) ensure that all notices are duly given in accordance with the provisions of these By-laws, (ii) be custodian of the corporate records and of the seal of the Corporation and keep a register of the post office address of each stockholder that shall be furnished to the Secretary by such stockholder, (iii) have general charge of the stock transfer books of the Corporation, and (iv) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board or the Chief Executive Officer.

4.10. Treasurer .

If elected by the Board, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. In addition, the Treasurer shall receive and give receipts for monies due and payable to the Corporation from any source, whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these By-laws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board or the Chief Executive Officer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.

4.11. Salaries .

The salaries of those principal officers elected or appointed by the Board shall be fixed from time to time by the Board or any duly authorized committee of the Board. No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

ARTICLE V. INDEMNIFICATION

5.01. Indemnification of Directors and Officers .

The Corporation shall, to the fullest extent permitted by the DGCL or any other applicable laws, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Corporation.

Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article V .

5.02. Contract with the Corporation .

The provisions of Section 1 of this Article V shall be deemed to be a contract between the Corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law or other applicable laws, if any, are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

5.03. Non-Exclusivity .

The right of indemnity provided herein shall not be exclusive and, pursuant to a resolution of the Board, the Corporation may to the full extent permitted by the General Corporation Law, indemnify any other person whom it may indemnify pursuant thereto.

5.04. Insurance .

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article V or applicable law.

5.05. Other Rights of Indemnification .

The indemnification provided or permitted by this Article V shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.01. Contracts .

The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. The Chief Executive Officer may authorize any contracting officer appointed by the Chief Executive Officer pursuant to Section 4.01(d) of Article IV to enter into any contract in the ordinary course of business of the Corporation, or execute and deliver any instrument in connection therewith, in the name and on behalf of the Corporation.

6.02. Loans .

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

6.03. Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

6.04. Deposits .

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may select.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.01. Certificates for Shares .

The shares of stock of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Certificates representing shares of stock the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President, as authorized by the Board, the Secretary or such other officers authorized by law and by the Board. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholder, the number of shares and date of issue shall be entered on the stock transfer books of the Corporation. Except as hereinafter provided under this Article VII , all certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled.

7.02. Transfer of Shares .

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer books of the Corporation which shall be kept at its principal executive office.

The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Delaware.

7.03. Lost, Stolen, Destroyed, or Mutilated Certificates .

In the case of loss, theft, destruction or mutilation of any certificate, another certificate may be issued in its place upon proof of such loss, theft, destruction or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided , however , that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper to do so.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January in each year.

ARTICLE IX. DIVIDENDS

The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTILCE X. SEAL

The Board may provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words, “Corporate Seal.”

ARTICLE XI. SEVERABILITY

If any provision of these By-laws shall be held invalid or unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, the remaining provisions hereof shall remain valid and enforceable in accordance with their terms to the fullest extent permitted by law.

ARTICLE XII. FORUM FOR ADJUDICATION OF INTERNAL CORPORATE CLAIMS

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, all Internal Corporate Claims shall be brought solely and exclusively in the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such other court does not have jurisdiction, the United States District Court for the District of Delaware). “ Internal Corporate Claims ” means claims, including claims in the right of the Corporation, brought by a stockholder (including a beneficial owner) (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware.

ARTICLE XIII. AMENDMENTS

The Board shall have power without the assent or vote of the stockholders to make, alter, amend, add to or repeal these By-laws. The affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, alter, amend, add to or repeal these By-laws.

As adopted by the Board of Directors of the Corporation, effective as of August 1, 2015.



	AEGION CORPORATION By: /s/ David F. Morris Name: David F. Morris Title: Secretary

Exhibit 99.1

AEGION REPORTS 2015 SECOND QUARTER FINANCIAL RESULTS


•	Non-GAAP second quarter 2015 diluted earnings per share from continuing operations, excluding restructuring and acquisition-related expenses, were $0.35 compared to $0.34 in the second quarter of 2014. On a GAAP basis, second quarter 2015 earnings per diluted share from continuing operations were $0.24 compared to $0.33 in the second quarter of 2014.


•	Consolidated cash and cash equivalents at June 30, 2015 were $173.1 million, a $37.1 million increase from March 31, 2015.


•	Second quarter 2015 pre-tax benefits from the October 2014 restructuring were approximately $2.5 million, or $0.05 per diluted share, in line with expectations.


•	Strengthening of the United States dollar against various international currencies negatively impacted second quarter 2015 revenues by $10.6 million and operating income results by $0.8 million (pre-tax), or $0.02 per diluted share, compared to the second quarter of 2014.


•	Consolidated contract backlog at June 30, 2015 was $760.3 million, a decline of 8.3 percent from June 30, 2014. Excluding contract backlog from the exit of several international contracting markets and a large Corrosion Protection contract canceled in the third quarter of 2014, consolidated contract backlog at June 30, 2015 was $756.9 million, a decline of 3.4 percent from June 30, 2014.

St. Louis, MO - July 29, 2015 - Aegion Corporation (Nasdaq Global Select Market: AEGN) today reported GAAP earnings from continuing operations of $8.7 million, or $0.24 per diluted share, compared to $12.8 million, or $0.33 per diluted share, in the second quarter of 2014. On a non-GAAP basis, earnings from continuing operations, excluding restructuring and acquisition-related expenses, were $13.1 million, or $0.35 per diluted share, compared to $13.1 million, or $0.34 per diluted share, in the prior year quarter.

For the first six months of 2015, reported GAAP earnings from continuing operations were $10.0 million, or $0.27 per diluted share, compared to $17.3 million, or $0.45 per diluted share, in the prior year period. On a non-GAAP basis, earnings from continuing operations for the first six months of 2015, excluding restructuring and acquisition-related expenses, were $17.9 million, or $0.48 per diluted share, compared to $17.9 million, or $0.47 per diluted share, for the first six months of 2014.

Charles R. Gordon, Aegion’s President and Chief Executive Officer, commented, “Our second quarter 2015 financial results demonstrate Aegion’s diversified businesses can generate strong results even when our upstream energy business is under pressure this year from lower oil prices. Infrastructure Solutions

and the downstream portion of Energy Services delivered strong results in the quarter. Our financial position remains healthy, with strong first half operating cash flow, and near record cash balances at the end of June. We estimate the negative impact on second quarter earnings from certain of our businesses with the most exposure to the upstream energy sector, was approximately $0.09 per diluted share, as compared to the prior year.

Our 2014 restructuring efforts remain on track to be substantially complete by the end of the third quarter of 2015 with approximately $2 million remaining in trailing cash costs. We recognized $0.17 per diluted share of savings from the start of the initiative through June 30, 2015. We remain on track to recognize annualized savings of approximately $11 million, or $0.20 per diluted share, at the high-end of our original expectation.

It is becoming more apparent that the low price range for oil and gas may continue for some time. As a result, we are evaluating how we may adapt our upstream technologies and services to better meet this evolving new reality.

Looking at the balance of the year, which is the seasonally strongest for a majority of our businesses, we expect the areas of strength that carried us in the first half of the year will do so again in the second half. Infrastructure Solutions is on track for record revenues and profits in 2015 from strong execution and backlog, which is at an historic high level because of favorable end markets. We also are benefiting from robust activity in Energy Services’ downstream refining market due to an increase in refinery maintenance billable hours and the scheduled execution of previously delayed turnaround projects. There were positive developments in the last 90 days for Corrosion Protection’s midstream market, including the award of several large projects. In particular, Corrpro’s orders have increased significantly, which is a positive indicator for an expected strong second half of the year. For the full year, we believe the positive factors driving performance in 2015 can largely offset the financial impact from the challenges in the upstream energy market . ”

2015 Outlook

Infrastructure Solutions

The Infrastructure Solutions platform is benefiting from increased expenditures for municipal wastewater pipeline rehabilitation in the United States, revenue and profit growth from Fyfe/Fibrwrap, the 2014 restructuring and realignment of the international segment and improved project execution across the platform. Backlog at June 30, 2015 was $362.9 million, a slight decrease over the prior year period, including the negative effect of currency translation. However, excluding backlog for the restructured international markets where Insituform is exiting contract installation operations, backlog increased 1.9 percent compared to June 30, 2014. Municipal expenditures for wastewater pipeline rehabilitation remain at attractive levels led by improved financial health and several large EPA consent decree enforcement actions in the United States. Contract backlog for Insituform North America was at a record level with solid orders during the second quarter. Opportunities in the North American fiber-reinforced polymer market remain favorable, reinforcing the outlook for growth in Fyfe/Fibrwrap for 2015. Restructuring efforts in the six affected international markets continue to proceed ahead of plan and position the Europe and Asia-Pacific operations for significant profit growth in 2015. Long-term product supply agreements have been secured in France, Switzerland, Hong Kong and Singapore. While Infrastructure Solutions expects only modest revenue growth, taking into account the revenue decline due to exiting several international markets, operating income is expected to be at a record level in 2015 due to gross margin expansion, both domestically and internationally.

Corrosion Protection

While the mix of revenues and profits for Corrosion Protection favor the midstream segment, the expected reduction in capital and maintenance spending within the upstream market has had a significant impact on platform financial results, which will likely continue in the second half of 2015. Backlog at June 30, 2015, which was $173.4 million, represented a 19.5 percent decline compared to June 30, 2014. Excluding the third quarter 2014 cancellation of a $34.0 million onshore pipe coating project in the United States, June 30, 2015 backlog declined 4.7 percent compared to June 30, 2014, which includes the negative effect of currency translation. Pipe orders for the upcoming Canadian construction season were down significantly indicating a sharp contraction in the upstream market after record activity in the 2014/2015 construction season. Market conditions for the upstream pipe linings business remain under pressure as customers reduce expenditures and competition has intensified for available projects. The North American midstream market remains favorable as new orders for the cathodic protection business increased sharply in June and July. Corrosion Protection backlog includes $32.0 million of recently announced new awards for midstream pipe coating projects in the United States Gulf Coast and the Caspian Sea region, although the timing for project activity in the Middle East remains a concern due to the impact from lower oil prices. Not included in reported June 30, 2015 backlog is a large midstream Canadian project, signed in July 2015, valued at over $10.0 million for alternating electrical current pipe corrosion mitigation. The reported backlog and recent awards in the midstream market support a favorable outlook for the seasonally strong second half of the year. While 2015 should end with a modest increase in revenues for Corrosion Protection, a contraction in gross margins will likely result in lower operating income compared to what was achieved in 2014.

Energy Services

The West Coast downstream refining market continues to be largely unaffected by the decline in oil prices as demand remains high for refined petroleum products. This market represents approximately 60 percent of Energy Services’ revenues, mostly for recurring time and material maintenance activities, and the outlook for the second half of the year remains favorable. However, the refinery shutdown turnaround market has been more volatile than expected this year as several, but not all, planned refinery shutdowns for Energy Services have been postponed until 2016 to maximize capacity given strong market conditions.

Energy Services’ first half upstream results in the Central California region declined due to customer-driven cost reductions as a result of reduced maintenance and capital spending, which will likely continue for the remainder of the year. Energy Services operations in the Permian Basin are expected to break-even over the remainder of 2015 as a result of securing additional small capital construction projects and operating expense management compared to operating losses during the first half of the year. As a result of these conflicting market dynamics, backlog for Energy Services declined 9.7 percent to $224.0 million as of June 30, 2015 compared to June 30, 2014. Energy Services is expected to end 2015 with modest revenue growth due to the strength of the downstream segment; however, because of lower gross margins during the first half of the year and less work in the higher margin upstream market, there will likely be a decline in operating income compared to 2014. Current planned scheduled maintenance hours, turnaround activity, small capital construction projects and other services in the second half of 2015 offer the opportunity for gross margin improvement more in line with the 15% run rate achieved in 2014.

CONTRACT BACKLOG

(Unaudited, in millions)

The following table sets forth our consolidated backlog by segment (in millions):



	June 30, 2015		March 31, 2015		December 31, 2014		June 30, 2014
Infrastructure Solutions ⁽¹⁾	$	362.9	$	354.2	$	337.5	$	365.7
Corrosion Protection ⁽²⁾	173.4		159.3		176.0		215.4
Energy Services ⁽³⁾	224.0		238.2		244.5		248.1
Total backlog	$	760.3	$	751.7	$	758.0	$	829.2

_________________________________


⁽¹⁾	June 30, 2015, March 31, 2015, December 31, 2014 and June 30, 2014 included backlog from restructured entities of $3.3 million, $7.9 million, $3.7 million and $12.2 million, respectively.


⁽²⁾	June 30, 2014 included $34.0 million related to an onshore pipe coating project that was canceled in the third quarter of 2014.


⁽³⁾	Represents expected unrecognized revenues to be realized under long-term Master Service Agreements and other signed contracts. If the remaining term of these arrangements exceeds 12 months, the unrecognized revenues attributable to such arrangements included in backlog are limited to only the next 12 months of expected revenues.

Realignment and Restructuring Plan

On October 6, 2014, Aegion announced a restructuring plan (“2014 Restructuring”) to exit low-return CIPP contracting businesses and reduce the size and cost of the Company’s overhead structure to improve gross margins and profitability over the long term.

In 2014, pre-tax charges were $49.5 million ($36.2 million after-tax, or $0.95 per diluted share). During the first quarter of 2015, the Company recorded pre-tax charges of $3.5 million ($3.3 million after-tax), or $0.09 per diluted share, related to the loss on the sale of Insituform’s contracting business in France, severance, retention and other cash items related to the remaining affected contracting markets and the combination of Fyfe/Fibrwrap with Insituform.

A pre-tax charge of $5.7 million ($4.4 million after-tax), or $0.11 per diluted share, was recorded in the second quarter of 2015 to substantially complete the shutdown of contracting operations in Hong Kong, Singapore and Malaysia. Non-cash charges totaling $2.6 million were primarily associated with allowances for the risk of uncollectible receivables. Cash charges totaling $3.1 million consisted of employee severance, extension of benefits, employment assistance programs and other employment-related costs, as well as other restructuring costs.

The 2014 Restructuring was substantially completed in the second quarter of 2015, with approximately $2.0 million in trailing cash costs expected in the third quarter of 2015, which will result in total cash charges for the 2014 Restructuring at approximately $14.0 million, within our previously announced range.

The 2014 Restructuring is expected to generate annualized savings of approximately $11.0 million, or $0.20 per diluted share, on a GAAP basis. Pre-tax restructuring savings in the second quarter of 2015 were $2.5 million, or $0.05 per diluted share. For the six months ended June 30, 2015, pre-tax savings were $5.0 million, or $0.10 per diluted share, on track to achieve the high-end of the expected annual savings run rate.

Consolidated Highlights

Second Quarter 2015 versus Second Quarter 2014

(Non-GAAP; Excludes pre-tax charges for restructuring and acquisition-related expenses)

Consolidated revenues increased 4.4 percent to $337.1 million due to revenue growth in all three platforms. Infrastructure Solutions increased revenues by 1.2 percent to $149.1 million. Revenues for the North America water and wastewater business grew low single digits, while revenues for the international water and wastewater segment declined more than 20 percent, primarily as a result of exiting several international contracting markets. The Fyfe/Fibrwrap business increased revenues by 30 percent, primarily due to a large industrial project in North America and growth in Asia. Revenues for Corrosion Protection were $106.0 million, a 3.0 percent increase, as opportunities in the midstream market were partially offset by revenue declines in the upstream segment, especially in Canada for pipeline linings and coatings. Energy Services grew revenues 12.8 percent to $81.9 million on the strength of the West Coast refining downstream segment, which offset a revenue decline in the Central California upstream market, which was directly impacted by lower oil prices. Adverse foreign currency translation rates accounted for a $10.7 million decrease in consolidated revenues, which affected Infrastructure Solutions and Corrosion Protection, primarily in Canada and Europe.

Consolidated gross profit increased 1.5 percent to $73.0 million. Gross margins at Infrastructure Solutions expanded by 240 basis points to 26.8 percent due to strong execution in the water and wastewater business and Fyfe/Fibrwrap businesses in North America. Gross profit for Infrastructure Solutions increased 11.3 percent to $40.0 million. Corrosion Protection gross margins contracted by 370 basis points to 20.6 percent, resulting in a 12.6 percent decline in gross profit to $21.9 million. Three factors accounted for the decline in gross profit. First, the impact to revenues and margins from the dramatic drop in oil prices. Second, the absence of the large and high-margin Saudi Aramco Wasit project, completed in 2014. Third, lower than expected labor utilization rates for the cathodic protection business from a slower ramp-up of project activity in the quarter. The impact of low oil prices on the North America upstream segment accounted for the 140 basis point reduction in gross margins to 13.6 percent for Energy Services. Foreign currency translation adversely impacted Corrosion Protection and Infrastructure Solutions resulting in a $2.1 million decrease in consolidated gross profit.

Consolidated operating expense increased $2.1 million, or 4.1 percent, to $52.8 million. As a percent of revenues, the consolidated operating expense ratio was 15.7 percent, the same as in the second quarter of 2014. There are a number of factors driving the increase from the prior year. First, long-term equity compensation expense increased by $1.2 million primarily due to the reversal of compensation costs in the prior year quarter related to management changes. Second, an allowance for doubtful accounts of $0.6 million was recorded in the second quarter of 2015 related to certain long dated receivable in dispute with a customer in the Corrosion Protection segment. A favorable legal judgment was secured against the creditor but its financial ability to pay the full judgment amount is now in question. Third, severance-related costs of $0.7 million were incurred for recent organizational leadership changes in the Energy Services segment. Excluding the items above, consolidated operating expense decreased by $0.4 million, or 1.0 percent. This decrease was primarily driven by savings from the 2014 Restructuring, totaling $1.9 million, as certain under-performing European and Asia-Pacific locations were exited and overhead was decreased from integrating the North American Fyfe/Fibrwrap operations with the Insituform operations within the Infrastructure Solutions segment. Partially offsetting the decreases were increased sales expenses and administrative costs to support growth in certain operations within the Corrosion Protection

and Energy Services segments and increased corporate related costs including information technology investments to better integrate the platforms.

Consolidated operating income declined 4.6 percent to $20.2 million as strong performance in the Infrastructure Solutions platform was offset by declines in Corrosion Protection and Energy Services. Operating income for Infrastructure Solutions grew 38.1 percent to $17.8 million. Again, strong performance for the North America water and wastewater business, a $3.9 million increase in operating income from Fyfe/Fibrwrap, benefits from the 2014 Restructuring and ongoing cost containment efforts accounted the favorable result. The challenges in the upstream segment were the primary factor for the reduction in operating income for Corrosion Protection and Energy Services. Operating income declined $4.5 million to $0.9 million for Corrosion Protection and declined $1.3 million to $1.5 million for Energy Services. Foreign currency translation reduced operating income by $0.8 million affecting Corrosion Protection and Infrastructure Solutions.

Cash Flow

Net cash flow provided by continuing operations was $58.4 million in the first six months of 2015 compared to $19.0 million provided in prior year period. Net changes in working capital was a $19.5 million source of cash compared to a $26.6 million use of cash in the prior year period. There was an increase in future vendor payments from strong business volume, while receivables were down significantly as a result of a concerted effort to increase cash collections. Days sales outstanding on receivables decreased by more than 15 days from the prior year. Additionally, during the first half of 2015, we received several large deposits on pipe coating projects, which accounted for a portion of the decrease in days sales outstanding.

Net cash flow used by investing activities was $19.4 million in the first six months of 2015, compared to $5.6 million used in the same period in 2014. The Company used $6.9 million, net of cash acquired, for the acquisition of Schultz Mechanical Contractors, Inc. earlier this year. Capital expenditures were $12.1 million in the first six months of 2015 compared to $13.8 million in the prior year period. In the first quarter of 2014, the Company received proceeds of $9.1 million for the sale of the Company’s 49% ownership interest in Bayou Coating, L.L.C. following the majority partner’s exercise of its buy-out right.

Net cash flows from financing activities used $34.6 million in the first six months of 2015 compared to $25.2 million used in the prior year period. During the first half of 2015, the Company used $21.9 million to repurchase approximately 1.1 million shares of common stock through open market purchases and to repurchase shares in connection with the Company’s equity compensation programs. The Company also made $13.1 million in scheduled principal payments on its long-term debt during the first six months of 2015.

Net cash flow for the first six months of 2015 was an outflow of $1.9 million, which included a $6.4 million negative impact from currency exchange rate changes. This compares to an outflow of $11.9 million in the first half of 2014.

About Aegion

Aegion Corporation is a global leader in infrastructure protection and maintenance, providing proprietary technologies and services: (i) to protect against the corrosion of industrial pipelines; (ii) to rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures; and (iii) to utilize integrated professional services in engineering, procurement, construction, maintenance and turnaround services for a broad range of energy related industries. Aegion’s business activities include manufacturing, distribution, maintenance, construction,

installation, coating and insulation, cathodic protection, research and development and licensing. More information about Aegion can be found on our internet site at www.aegion.com.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Aegion’s forward-looking statements in this news release represent its beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to Aegion and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in 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 to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of Aegion’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 2, 2015, and in subsequently filed documents. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, Aegion’s actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, Aegion does 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 Aegion from time to time in Aegion’s 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 Aegion in this news release are qualified by these cautionary statements.

About Non-GAAP Financial Measures

Aegion has presented certain information in this release excluding certain items that impacted income, expense and earnings per share from continuing operations. The non-GAAP earnings per share in the quarter and first six months of 2015 exclude certain charges related to the 2014 Restructuring and acquisition-related expenses. The non-GAAP earnings per share in the quarter and first six months of 2014 exclude the loss on sale of the 49 percent interest in Bayou Coating, L.L.C., losses from discontinued operations and acquisition-related expenses. Aegion management uses such non-GAAP information internally to evaluate financial performance for Aegion’s operations because Aegion’s management believes such non-GAAP information allows management to more accurately compare Aegion’s ongoing performance across periods. As such, Aegion’s management believes that providing non-GAAP financial information to Aegion’s investors is useful because it allows investors to evaluate Aegion’s performance using the same methodology and information used by Aegion management.

Aegion ^® , the Aegion ^® logo, Insituform ^® , Fibrwrap ^® , Fyfe ^® and Brinderson ^® are registered trademarks of Aegion Corporation and its affiliates.



CONTACT:	Aegion Corporation
	David A. Martin, Executive Vice President and Chief Financial Officer
	(636) 530-8000

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share information)



	For the Quarters Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
Revenues	$	337,096		$	322,868		$	646,262		$	629,102
Cost of revenues	265,043			250,950			515,019			496,121
Gross profit	72,053			71,918			131,243			132,981
Operating expenses	57,326			50,760			106,410			102,689
Acquisition-related expenses	—			539			323			539
Restructuring charges	204			—			862			—
Operating income	14,523			20,619			23,648			29,753
Other income (expense):
Interest expense	(2,989		)	(3,320		)	(6,221		)	(6,435		)
Interest income	78			125			204			377
Other	778			(687		)	(2,001		)	(1,463		)
Total other expense	(2,133		)	(3,882		)	(8,018		)	(7,521		)
Income before taxes on income	12,390			16,737			15,630			22,232
Taxes on income	3,542			3,961			5,410			5,573
Income before equity in earnings of affiliated companies	8,848			12,776			10,220			16,659
Equity in earnings of affiliated companies	—			—			—			677
Income from continuing operations	8,848			12,776			10,220			17,336
Loss from discontinued operations	—			(364		)	—			(496		)
Net income	8,848			12,412			10,220			16,840
Non-controlling interests	(164		)	(26		)	(177		)	(57		)
Net income attributable to Aegion Corporation	$	8,684		$	12,386		$	10,043		$	16,783

Earnings per share attributable to Aegion Corporation:
Basic:
Income from continuing operations	$	0.24		$	0.34		$	0.27		$	0.46
Loss from discontinued operations	—			(0.01		)	—			(0.01		)
Net income	$	0.24		$	0.33		$	0.27		$	0.45
Diluted:
Income from continuing operations	$	0.24		$	0.33		$	0.27		$	0.45
Loss from discontinued operations	—			(0.01		)	—			(0.01		)
Net income	$	0.24		$	0.32		$	0.27		$	0.44


Weighted average shares outstanding - Basic	36,468,374			37,893,170			36,886,777			37,928,548
Weighted average shares outstanding - Diluted	36,783,171			38,250,198			37,153,171			38,306,647

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

(Unaudited) (Non-GAAP)

(in thousands, except share and per share information)

For the Quarter Ended June 30, 2015



	As Reported (GAAP)			Restructuring-Related Charges ₍₁₎			As Adjusted (Non-GAAP)
Affected Line Items:
Cost of revenues	$	265,043		$	(968	)	$	264,075
Gross profit	72,053			968			73,021
Operating expenses	57,326			(4,500		)	52,826
Restructuring charges	204			(204		)	—
Operating income	14,523			5,672			20,195
Other income (expense):
Interest expense	(2,989		)	42			(2,947		)
Other	778			(20		)	758
Income before taxes on income	12,390			5,694			18,084
Taxes on income	3,542			1,327			4,869

Income from continuing operations attributable to Aegion Corporation ⁽²⁾	8,684			4,367			13,051

Diluted earnings per share:
Income from continuing operations attributable to Aegion Corporation ⁽²⁾	$	0.24		$	0.11		$	0.35

_________________________________

⁽¹⁾

Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $968 related to the write-off of certain other assets; (ii) pre-tax restructuring charges for operating expenses of $4,500 related to reserves for potentially uncollectable receivables, early lease termination costs, and other restructuring charges; (iii) pre-tax restructuring charges of $204 related to severance and benefit related costs in accordance with ASC 420, Exit or Disposal Cost Obligations , and recorded as “Restructuring charges” in the Consolidated Statements of Operations; and (iv) charges of $22 related to the write-off of certain other assets.


⁽²⁾	Includes non-controlling interests.

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

(Unaudited) (Non-GAAP)

(in thousands, except share and per share information)

For the Quarter Ended June 30, 2014



	As Reported (GAAP)		Acquisition-Related Expenses ⁽¹⁾			As Adjusted (Non-GAAP)
Affected Line Items:
Acquisition-related expenses	$	539	$	(539	)	$	—
Operating income	20,619		539			21,158
Income before taxes on income	16,737		539			17,276
Taxes on income	3,961		208			4,169

Income from continuing operations attributable to Aegion Corporation ⁽²⁾	12,750		331			13,081

Diluted earnings per share:
Income from continuing operations attributable to Aegion Corporation ⁽²⁾	$	0.33	$	0.01		$	0.34

_________________________________


⁽¹⁾	Includes the following non-GAAP adjustments: (i) expenses incurred in connection with the 2013 acquisition of Brinderson, L.P.; and (ii) other potential acquisition activity pursued by the Company during the period.


⁽²⁾	Includes non-controlling interests.

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

(Unaudited) (Non-GAAP)

(in thousands, except share and per share information)

For the Six Months Ended June 30, 2015



	As Reported (GAAP)			Restructuring-Related Charges ₍₁₎			Acquisition-Related Expenses ₍₂₎			As Adjusted (Non-GAAP)
Affected Line Items:
Cost of revenues	$	515,019		$	(982	)	$	—		$	514,037
Gross profit	131,243			982			—			132,225
Operating expenses	106,410			(4,632		)	—			101,778
Acquisition-related expenses	323			—			(323		)	—
Restructuring charges	862			(862		)	—			—
Operating income	23,648			6,476			323			30,447
Other income (expense):
Interest expense	(6,221		)	84			—			(6,137		)
Other	(2,001		)	2,672			—			671
Income before taxes on income	15,630			9,232			323			25,185
Taxes on income	5,410			1,592			128			7,130

Income from continuing operations attributable to Aegion Corporation ⁽³⁾	10,043			7,640			195			17,878

Diluted earnings per share:
Income from continuing operations attributable to Aegion Corporation ⁽³⁾	$	0.27		$	0.21		$	—		$	0.48

_________________________________

⁽¹⁾

Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $982 related to the write-off of certain other assets; (ii) pre-tax restructuring charges for operating expenses of $4,632 related to reserves for potentially uncollectable receivables, early lease termination costs, and other restructuring charges; (iii) pre-tax restructuring charges of $862 related to severance and benefit related costs in accordance with ASC 420, Exit or Disposal Cost Obligations , and recorded as “Restructuring charges” in the Consolidated Statements of Operations; and (iv) charges of $2,756 related to the write-off of certain other assets, including the loss on the sale of the CIPP contracting operation in France.


⁽²⁾	Includes non-GAAP adjustments related to expenses incurred in connection with the Company’s acquisition of Schultz Mechanical Contractors, Inc. during the period.


⁽³⁾	Includes non-controlling interests.

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

(Unaudited) (Non-GAAP)

(in thousands, except share and per share information)

For the Six Months Ended June 30, 2014



	As Reported (GAAP)			Acquisition-Related Expenses ₍₁₎			Loss on Sale of Bayou Coating ₍₂₎		As Adjusted (Non-GAAP)
Affected Line Items:
Acquisition-related expenses	$	539		$	(539	)	$	—	$	—
Operating income	29,753			539			—		30,292
Other income (expense):
Other	(1,463		)	—			472		(991		)
Income before taxes on income	22,232			539			472		23,243
Taxes on income	5,573			208			194		5,975

Income from continuing operations attributable to Aegion Corporation ⁽³⁾	17,279			331			278		17,888

Diluted earnings per share:
Income from continuing operations attributable to Aegion Corporation ⁽³⁾	$	0.45		$	0.01		$	0.01	$	0.47

_________________________________


⁽¹⁾	Includes the following non-GAAP adjustments: (i) expenses incurred in connection with the 2013 acquisition of Brinderson, L.P.; and (ii) other potential acquisition activity pursued by the Company during the period.


⁽²⁾	Includes non-GAAP adjustments related to a loss on the sale of the Company’s 49 percent interest in Bayou Coating, L.L.C. The difference between the Company’s recorded gross equity in earnings of affiliated companies of approximately $1,200 and the final equity distribution settlement of $700 resulted in a loss of approximately $500.


⁽³⁾	Includes non-controlling interests and equity in earnings of affiliated companies.

Segment Reporting

Infrastructure Solutions



(in thousands)	Quarter Ended June 30, 2015									Quarter Ended June 30, 2014
	As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)
	As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)
Revenues	$	149,091		$	—		$	149,091		$	147,260		$	—	$	147,260
Cost of revenues	110,060			(968		)	109,092			111,309			—		111,309
Gross profit	39,031			968			39,999			35,951			—		35,951
Gross profit margin	26.2		%				26.8		%	24.4		%			24.4		%
Operating expenses	26,712			(4,500		)	22,212			23,075			—		23,075
Restructuring charges	204			(204		)	—			—			—		—
Operating income	12,115			5,672			17,787			12,876			—		12,876
Operating margin	8.1		%				11.9		%	8.7		%			8.7		%

_________________________________


⁽¹⁾	Includes non-GAAP adjustments related to pre-tax restructuring charges associated with bad debt expenses, early lease termination costs, severance and benefit related costs, and other restructuring charges.

Corrosion Protection



(in thousands)	Quarter Ended June 30, 2015								Quarter Ended June 30, 2014
	As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)
	As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)
Revenues	$	106,022		$	—	$	106,022		$	102,923		$	—		$	102,923
Cost of revenues	84,135			—		84,135			77,889			—			77,889
Gross profit	21,887			—		21,887			25,034			—			25,034
Gross profit margin	20.6		%			20.6		%	24.3		%				24.3		%
Operating expenses	20,951			—		20,951			19,560			—			19,560
Acquisition-related expenses	—			—		—			197			(197		)	—
Operating income	936			—		936			5,277			197			5,474
Operating margin	0.9		%			0.9		%	5.1		%				5.3		%

_________________________________


⁽¹⁾	Includes non-GAAP adjustments related to expenses incurred in conjunction with potential acquisition activity pursued by the Company during the period.

Energy Services



(in thousands)	Quarter Ended June 30, 2015								Quarter Ended June 30, 2014
	As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)
	As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)
Revenues	$	81,983		$	—	$	81,983		$	72,685		$	—		$	72,685
Cost of revenues	70,848			—		70,848			61,752			—			61,752
Gross profit	11,135			—		11,135			10,933			—			10,933
Gross profit margin	13.6		%			13.6		%	15.0		%				15.0		%
Operating expenses	9,663			—		9,663			8,125			—			8,125
Acquisition-related expenses	—			—		—			342			(342		)	—
Operating income	1,472			—		1,472			2,466			342			2,808
Operating margin	1.8		%			1.8		%	3.4		%				3.9		%

_________________________________


⁽¹⁾	Includes non-GAAP adjustments related to expenses incurred in conjunction with the Company’s acquisition of Brinderson, L.P. during the period.

Infrastructure Solutions



(in thousands)	Six Months Ended June 30, 2015									Six Months Ended June 30, 2014
	As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)
	As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)
Revenues	$	271,564		$	—		$	271,564		$	269,584		$	—	$	269,584
Cost of revenues	203,918			(982		)	202,936			208,079			—		208,079
Gross profit	67,646			982			68,628			61,505			—		61,505
Gross profit margin	24.9		%				25.3		%	22.8		%			22.8		%
Operating expenses	47,337			(4,632		)	42,705			47,171			—		47,171
Restructuring charges	862			(862		)	—			—			—		—
Operating income	19,447			6,476			25,923			14,334			—		14,334
Operating margin	7.2		%				9.5		%	5.3		%			5.3		%

_________________________________


⁽¹⁾	Includes non-GAAP adjustments related to pre-tax restructuring charges associated with reserves for potentially uncollectable receivables, early lease termination costs, severance and benefit related costs, and other restructuring charges.

Corrosion Protection



(in thousands)	Six Months Ended June 30, 2015								Six Months Ended June 30, 2014
	As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)
	As Reported (GAAP)			Adjustments		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)
Revenues	$	207,765		$	—	$	207,765		$	210,931		$	—		$	210,931
Cost of revenues	165,049			—		165,049			161,756			—			161,756
Gross profit	42,716			—		42,716			49,175			—			49,175
Gross profit margin	20.6		%			20.6		%	23.3		%				23.3		%
Operating expenses	41,280			—		41,280			40,010			—			40,010
Acquisition-related expenses	—			—		—			197			(197		)	—
Operating income	1,436			—		1,436			8,968			197			9,165
Operating margin	0.7		%			0.7		%	4.3		%				4.3		%

_________________________________


⁽¹⁾	Includes non-GAAP adjustments related to expenses incurred in conjunction with potential acquisition activity pursued by the Company during the period.

Energy Services



(in thousands)	Six Months Ended June 30, 2015									Six Months Ended June 30, 2014
	As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₂₎			As Adjusted (Non-GAAP)
	As Reported (GAAP)			Adjustments ₍₁₎			As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments ₍₂₎			As Adjusted (Non-GAAP)
Revenues	$	166,933		$	—		$	166,933		$	148,587		$	—		$	148,587
Cost of revenues	146,052			—			146,052			126,286			—			126,286
Gross profit	20,881			—			20,881			22,301			—			22,301
Gross profit margin	12.5		%				12.5		%	15.0		%				15.0		%
Operating expenses	17,793			—			17,793			15,508			—			15,508
Acquisition-related expenses	323			(323		)	—			342			(342		)	—
Operating income	2,765			323			3,088			6,451			342			6,793
Operating margin	1.7		%				1.8		%	4.3		%				4.6		%

_________________________________


⁽¹⁾	Includes non-GAAP adjustments related to expenses incurred in conjunction with the Company’s acquisition of Schultz Mechanical Contractors, Inc. during the period.


⁽²⁾	Includes non-GAAP adjustments related to expenses incurred in conjunction with the Company’s acquisition of Brinderson, L.P. during the period.

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)



	June 30, 2015			December 31, 2014
Assets
Current assets
Cash and cash equivalents	$	173,072		$	174,965
Restricted cash	3,175			2,075
Receivables, net of allowances of $18,484 and $19,307, respectively	216,490			227,481
Retainage	36,592			38,318
Costs and estimated earnings in excess of billings	103,384			94,045
Inventories	56,974			59,192
Prepaid expenses and other current assets	40,643			42,046
Total current assets	630,330			638,122
Property, plant & equipment, less accumulated depreciation	162,592			168,213
Other assets
Goodwill	294,492			293,023
Identified intangible assets, less accumulated amortization	180,482			182,273
Deferred income tax assets	3,029			3,334
Other assets	9,913			10,708
Total other assets	487,916			489,338
Total Assets	$	1,280,838		$	1,295,673

Liabilities and Equity
Current liabilities
Accounts payable	$	90,380		$	83,285
Accrued expenses	105,912			111,617
Billings in excess of costs and estimated earnings	63,406			43,022
Current maturities of long-term debt and line of credit	26,399			26,399
Total current liabilities	286,097			264,323
Long-term debt, less current maturities	336,812			351,076
Deferred income tax liabilities	24,287			22,913
Other non-current liabilities	12,655			12,276
Total liabilities	659,851			650,588

Equity
Preferred stock, undesignated, $.10 par – shares authorized 2,000,000; none outstanding	—			—
Common stock, $.01 par – shares authorized 125,000,000; shares issued and outstanding 36,227,841 and 37,360,515, respectively	362			374
Additional paid-in capital	201,078			217,289
Retained earnings	443,684			433,641
Accumulated other comprehensive loss	(41,450		)	(24,669		)
Total stockholders’ equity	603,674			626,635
Non-controlling interests	17,313			18,450
Total equity	620,987			645,085
Total Liabilities and Equity	$	1,280,838		$	1,295,673

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



	For the Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	10,220		$	16,840
Loss from discontinued operations	—			496
	10,220			17,336
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	21,097			21,894
Gain on sale of fixed assets	(970		)	(8		)
Equity-based compensation expense	4,582			3,120
Deferred income taxes	2,001			(434		)
Equity in earnings of affiliated companies	—			(677		)
Non-cash restructuring charges	1,212			—
Loss on sale of Video Injection - Insituform SAS	2,864			—
Loss on sale of interests in Bayou Coating, LLC	—			472
Loss on foreign currency transactions	424			134
Other	(1,391		)	2,243
Changes in operating assets and liabilities (net of acquisitions):
Restricted cash related to operating activities	(1,128		)	(92		)
Return on equity of affiliated companies	—			684
Receivables net, retainage and costs and estimated earnings in excess of billings	(6,410		)	(26,771		)
Inventories	1,377			(1,605		)
Prepaid expenses and other assets	(221		)	(345		)
Accounts payable and accrued expenses	3,702			(765		)
Billings in excess of costs and estimated earnings	21,021			2,855
Other operating	49			984
Net cash provided by operating activities of continuing operations	58,429			19,025
Net cash used in operating activities of discontinued operations	—			(90		)
Net cash provided by operating activities	58,429			18,935

Cash flows from investing activities:
Capital expenditures	(12,087		)	(13,784		)
Proceeds from sale of fixed assets	1,186			829
Patent expenditures	(1,576		)	(1,730		)
Purchase of Schultz Mechanical Contractors, Inc.	(6,878		)	—
Proceeds from sale of interests in Bayou Coating, L.L.C.	—			9,065
Fyfe Asia final working capital settlements, net	(5		)	—
Net cash used in investing activities of continuing operations	(19,360		)	(5,620		)
Net cash provided by investing activities of discontinued operations	—			90
Net cash used in investing activities	(19,360		)	(5,530		)

Cash flows from financing activities:
Proceeds from issuance of common stock upon stock option exercises, including tax effects	1,299			5,013
Repurchase of common stock	(21,926		)	(20,661		)
Purchase of non-controlling interest	—			(617		)
Proceeds on notes payable	1,505			—
Principal payments on notes payable	(1,875		)	—
Proceeds from line of credit	26,000			—
Principal payments on long-term debt	(39,593		)	(8,915		)
Net cash used in financing activities	(34,590		)	(25,180		)
Effect of exchange rate changes on cash	(6,372		)	(124		)
Net decrease in cash and cash equivalents for the period	(1,893		)	(11,899		)
Cash and cash equivalents, beginning of year	174,965			158,045
Cash and cash equivalents, end of period	$	173,072		$	146,146

Exhibit 99.2

AEGION CORPORATION

Moderator: Charles Gordon

July 30, 2015

9:30 a.m. ET


Operator:	This is conference # 71928125.

Good morning and welcome to Aegion Corp.'s Second Quarter 2015 Earnings call.

At this time, all participants are in a listen only mode. Later, there will be a question and answer session and instructions will follow at that time. If anyone requires assistance during the conference, please press star then zero on your touchtone telephone. As a reminder, this event is being recorded.

It is my pleasure to turn the call over to your host, Mr. Ruben Mella, Vice President of Investor Relations. Ruben, you may proceed.


Ruben Mella:	Good morning and thank you for joining us to review Aegion's second quarter results. On line with me today are Chuck Gordon, President and Chief Executive Officer; David Martin, Executive Vice President and Chief Financial Officer; and David Morris, Executive Vice President and General Counsel.

We have posted a presentation that will be used as a reference during the prepared remarks on our website at aegion.com/investors. You will find our Safe Harbor statement in the presentation and earnings press release, including any non-GAAP information, the most directly comparable GAAP measures, and reconciliation to GAAP results.

During this conference call and in the presentation materials, the Company will make forward-looking statements, which are inherently subject to risk and uncertainty. The Company does not assume the duty to update forward-looking statements.

If you turn to slide 2, Aegion delivered solid results in the quarter, despite the expected contraction in the North America upstream oil market and a negative earnings translation caused by a strong US dollar. Non-GAAP earnings per share were $0.35, $0.01 ahead of our results in the second quarter of 2014.

The second half of the year is typically the time Aegion generates over two-thirds of its earnings. We believe the Company is well positioned for a strong second half, as the areas of strength this year are expected to largely offset the challenges due to lower oil prices and the continuing risk associated with foreign currency translation.

With that brief overview, I will turn the call over to Chuck Gordon. Chuck?


Charles Gordon:	Thank you, Ruben, and good morning, everyone. Thank you for joining us.

As David and I discuss the results of the second quarter and the outlook for the second half of the year, there are four key points I would like you to take away from the call this morning. First, the performance we have delivered during the first half of the year met our expectation that the challenges in the onshore upstream oil market would be offset by strength in the other areas of our Company, especially infrastructure solutions and the downstream business for energy services. We expect to achieve a similar balance in the second half of the year.

Second, our restructuring initiative announced on October 6, 2014, is delivering the expected positive results and will be substantially complete by the end of Q3. We are on target to achieve a $0.20 per diluted share run rate in annual savings from the restructuring.

Third, the contraction of the upstream market played out largely as we anticipated, with revenue decline and gross margin compression for United Pipeline Systems, Bayou Canada, and the upstream portion of Energy Services, the three businesses most exposed to the onshore upstream markets.

Finally, when oil prices fell during the second half of 2014, there was significant speculation about the duration of the low-price environment, including many forecasts that predicted oil prices would begin to recover during the second half of 2015. While oil prices will likely continue to be unpredictable, the persistent low-price range we have seen so far this year has forced us to assume current market conditions will continue for some time. As part of our ongoing strategic review and long-range plan, we are examining our upstream market portfolio to determine how to best adapt to these market conditions.

David will shortly give you the main takeaways from the second quarter results, but overall I am pleased with the financial results, especially the strong performance from Infrastructure Solutions and the Energy Services downstream business.

To put the upstream contraction into perspective, the decline in revenues and gross margins for the three businesses I mentioned reduced second quarter earnings per share by approximately $0.09 compared to the second quarter of 2014. If you examine our results on a core earnings basis, as shown on slide 3, excluding the impact from foreign currency and equity income from the divestiture of our Bayou Coatings joint venture in the first quarter of 2014, first-half 2015 non-GAAP earnings per share were $0.07 higher than the prior year period, which represents 21 percent EPS growth.

Now let's get into more detail on the second-half outlook. Coming off a strong first half, Infrastructure Solutions is poised for a very good second half of the year. As you can see on slide 4, backlog entering the third quarter was $363 million, a 1.7 percent increase over the same period in 2014, excluding backlog from the six restructured international markets. Backlog for Insituform North America was $283 million, a low single-digit increase to a record level, which gives us sufficient backlog for the remainder of the year.

The quality of the backlog remains high as bid margins were within our targets and the win rate was within our typical winning percentage. The North America cured-in-place market has grown mid-single digits through the first half of 2015 because of increased investments by municipalities for infrastructure development and large EPA consent decree mandates in several US cities. We believe the market will end the year growing mid-single digits, as we indicated in the fall of 2014.

Fyfe/Fibrwrap had another strong quarter, generating gross margins ahead of the 35 percent to 40 percent target, compared to 38 percent gross margin in the second quarter of 2014. This is the result of great execution, especially on our large North American industrial pipeline project, which started in the second quarter. Backlog as of June 30 was up 9 percent to $53 million, a solid increase, even as we burned off a portion of this large project during the quarter.

In Asia, both Fyfe and Insituform are well positioned for the second half of the year. Backlog for Fyfe Asia continues to be in the range of $30 million and Insituform has sufficient backlog for a good second half in the Asia-Pacific region. The benefits from the restructuring and the expected growth outlook in the region position the international CIPP business to significantly increase profits in 2015, compared to 2014.

The integration of the Fyfe/Fibrwrap North America business with Insituform is largely complete. First-half results for Infrastructure Solutions include savings in back-office services and, more importantly, significant improvement in execution through better project management and improved costimating for new Fyfe/Fibrwrap bids.

We have doubled the number of municipal clients for Fyfe/Fibrwrap North America and have booked sales with new customers, as we gain more experience using the Insituform sales team. We continue our efforts to build a commercial structure, industrial pipeline, and transportation end markets.

We have made the right investments to enhance the sales team and they have done a good job expanding our visibility into these markets. There is more work to be done to translate the sales funnel into an active bid table for us to increase sales momentum.

As I look at the balance of the year, given the favorable markets we enjoy, especially for Insituform North America, together with a return to growth in profitability for Fyfe/Fibrwrap North America, the success of the restructuring, and strong execution, we are confident Infrastructure Solutions can end 2015 with revenue growth and margin expansion resulting in strong operating income growth.

Now let's turn to Corrosion Protection on slide 5. While Corrpro had a weak first half, due to the timing of orders, which led to low utilization of labor and engineering and lower-than-expected revenues and profit, we remain excited about the opportunities today and into the future in the North America midstream pipeline market. New construction in North America is predicted to grow double digits in 2015 and 2016. The growth in new construction will provide Corrosion Protection with opportunities for Bayou, Corrpro, and Coating Services.

The last 60 days have been very encouraging as Corrpro secured strong orders in June and July, which gives us a very good start to the second - to a strong second half of the year. Included in the new orders is a large midstream AC mitigation pipeline project won by Corrpro Canada, valued at over $10 million, which will be included in our third-quarter backlog.

In June, we announced two large midstream projects as part of a $32 million award for Corrosion Protection. The first is for Coating Services to provide external field weld coatings on a 300-mile onshore natural gas pipeline in the Caspian Sea region. The second order is to provide insulation and coatings on a 32-mile pipeline in the Gulf Coast designed to transport oil to various refineries in the region.

The third project we announced in June is a fairly large upstream project to provide insulation coatings for a 14-mile transmission pipeline taking oil from the wellhead to a gathering station in the Gulf of Mexico.

We now have two large insulation project awards this year in the Gulf of Mexico offshore market, resulting in strong backlog at the New Iberia facility going into the second half of the year. The insulation coating activity will be executed by the Bayou Wasco joint venture.

Switching to the mining sector, CRTS and United are currently executing an internal weld pipe coating project using our robotics technology on a Chilean pipeline carrying desalinated water to a copper mine. This project meets new government regulations restricting the use of fresh groundwater for mining activities.

Gross margins for this very large onshore project are lower than the more logistically difficult offshore pipeline market. Nonetheless, we are pleased with the opportunity to introduce our robotic technology to new customers.

We also were recently notified of an award, pending final contract negotiations, for a large pipeline mining project in Chile for United's Tite Liner technology.

These two projects will provide solid backlog in the second half of the year for our operation in Chile.

Our Middle East platform is managing through the impact of lower oil prices and met our expectations in the first half of the year. However, we have seen reduced upstream activity and project timing risk remains one of our primary concerns. Nevertheless, we are working on several bid opportunities, which tells us national oil companies are continuing to invest capital to expand and rehabilitate their network of oil and gas pipelines.

The challenges we have seen in the upstream segment are expected to continue in the second half of 2015, primarily in Canada and in California for energy services. Customer spending activities for

our upstream technologies and services are down significantly. The projects that are coming to market are more competitively bid or often delayed. For Bayou Canada, new orders for upstream small-diameter distribution pipe have effectively stalled as customers work down existing inventories this fall and winter in the oil sands in Alberta. The onshore upstream market segments that United Pipeline Systems supports in North America are also down significantly year-to-date and are expected to remain weak in the second half.

Corrosion Protection's backlog reflects the current outlook for upstream and midstream markets. Backlog was $173 million as of June 30, 2015, a 5 percent decline from prior-year quarter. The comparison excludes a $34 million Bayou project, which was included in the second quarter 2014 backlog, but then canceled by the customer in the third quarter of 2014.

Regardless, if I include the recent awards in Chile and the Corrpro project in Canada, a good portion of Corrosion Protection is set up to have a strong second half, especially for Corrpro. For the full year, overall we expect corrosion protection to grow revenues modestly; however, gross margins will be lower due to the upstream market challenges, which is expected to result in a decline in operating income compared to 2014.

Let me turn to Energy Services, as you can see on slide 6. Energy Services downstream business has been a bright spot through the first half of the year and the outlook remains favorable, as low oil prices continue to drive demand for refined petroleum products. We have seen an increase in billable hours for maintenance services to help the facilities we serve operate at peak efficiencies.

Facility shutdown turnaround activities this year have been mixed because of scheduling decisions by our customers. We are planning to execute two previously delayed turnarounds in the second half of the year. However, we have several additional turnarounds that have now been postponed to 2016. We are still awaiting for the official notices for these projects, which would allow us to reinstate them into backlog. Despite the shifting schedule for turnaround projects, we expect the energy services downstream business to grow revenue and profits in 2015.

Total backlog for energy services was $224 million entering the third quarter, a 9.7 percent reduction to where we were at this time last year. While the forward 12-month backlog reflects the strength of the downstream business, the upstream business is down over 20 percent and accounts for the overall reported backlog decline. The primary upstream market is the central California region where, to date, we have not lost a contract as a result of cost reductions by our customers.

Although over 90 percent of the energy services upstream business is conducted on a cost-reimbursable basis, customers have cut back on the amount of maintenance activity as well as transferring small capital construction projects, which are normally covered under our T&M master service agreements, over to fixed-cost lump-sum work in an attempt to save money.

In addition, customers continue to reduce overtime cost, especially for maintenance activities, which, taken together, explains why we are seeing the gross margin compression this year.

We have a large contract renewal we expect to secure at the end of this year, based on our long-term relationship with the customer, as well as our high-quality performance and strong safety record.

Through the first half of the year, we have recorded a loss in the Permian Basin as we attempt to build a presence in the region. We have recently refocused the business on reimbursable contracts and right-sized the organization for the current workload. These actions reflect the market realities in the upstream segment and will allow us to break even in the remainder of the year.

For the full year, we expect revenues to grow for Energy Services. However, gross margins will contract, given the low margins in the first half of the year. And as a result, operating income is expected to decline compared to 2014.

Worth noting, Energy Services improved gross margins in the second quarter by 210 basis points to 13.6 percent from the low point in the first quarter. We plan to further improve gross margins in the second half of the year to the 15 percent level achieved in 2014, due to higher-margin activities in

the downstream segment, including turnaround work, and improved margins in the upstream business as a result of reducing our cost structure in the Permian to reflect current market conditions.

Let me summarize the upstream challenge we face in the second half of 2015 by referring you to slide 7. The impact we expect for United, Bayou Canada, and Energy Services' upstream businesses will be significant, as backlog for these three businesses is down by one-third to approximately $100 million. As a result, we expect a decline in revenues compared to the second half of 2014, as well as a reduction in gross margins in these three businesses.

However, the positive market conditions and backlog that we have in the downstream and midstream market should allow us to offset a portion of the adverse impact we expect in the remainder of the year.

When you include the positive outlook for Infrastructure Solutions, I believe the areas of strength we've demonstrated so far can carry us through the remaining two quarters of the year and largely offset the contraction that we expect in our upstream segment, as well as the anticipated foreign currency headwind.

Our focus remains on achieving operational excellence to preserve margins in this challenging environment. Although we did a good job in the first half of the year, we can certainly improve, which gives me confidence as we continue to drive execution during the remainder of 2015.

Turning to slide 8, while we work to conclude 2015 on a strong note, we remain focused on the long term and how to best position the technologies and services we offer our customers to take advantage of the opportunities we see across all of our end markets. We will begin our 2016 planning exercise this fall.

While it is early to know what the bid table may look like next year, we don't see anything at the present time that dampens the current market conditions for Infrastructure Solutions, Corrpro, and the downstream business for Energy Services. These important businesses should end the year in a good position.

Let me give you an update on our restructuring activities. I am pleased with the progress we have made with our restructuring efforts, as you can see on slide 9. We will effectively wrap up the restructuring in the third quarter, as we recently shut down our contracting operations in Hong Kong, Singapore, and Malaysia and we have secured long-term supply agreements through direct sales and licensing arrangements in these markets. We have agreements in place for each affected market, except India, where we are still completing the remaining backlog. We expect to recognize approximately $2 million in cash restructuring costs in the third quarter to account for the shutdown in India and various other charges needed to complete the restructuring and realignment to bring together Fyfe Asia and Insituform.

That puts us on track to recognize total cash costs from the 2014 restructuring at the high end of the $11 million to $14 million range we projected during the Q1 call, which is lower than our original expectation of $15 million to $18 million.

We are confident, as you can see on slide 10, of achieving annual savings at the high end of the $8 million to $11 million range, which represents up to $0.20 per diluted share. We realized restructuring savings of $0.05 per diluted share in the second quarter, $0.04 in Infrastructure Solutions, with the remaining $0.01 being for lower depreciation at the Bayou Louisiana facility. Since the beginning of the fourth quarter of last year, we have delivered savings of $0.17 per diluted share from the restructuring efforts.

Let me conclude with four key takeaways. First, our 2015 objective is to balance the strengths of the business with the challenges we faced. We accomplished that in the first half and expect to achieve a similar result in the second half of the year.

Second, our restructuring initiative is delivering the expected positive results as we work to complete the initiative by the end of Q3.

Third, the contraction of the upstream market played out as we anticipated. Unfortunately, we expect a continued challenging environment in the second half of the year.

Finally, we are taking the prudent step to assume a recovery in oil prices is farther off than market experts expected earlier this year. That requires we take a hard look at how we adapt to these market conditions.

Now let me turn the call over to David for his perspective on the second quarter results. David?


David Martin:	Thank you, Chuck, and good morning. The release yesterday provided clarity around the results, so I intend to just hit some high points and key drivers of the results in the second quarter.

Consolidated revenues grew 4.4 percent, as revenue growth from Infrastructure Solutions and the downstream segment of Energy Services more than offset the revenue declines associated with our upstream businesses. The consolidated top-line growth also included the negative impact of $10.7 million in foreign currency translation.

We did well from a revenue perspective and that translated into a 1.5 percent increase in non-GAAP gross profit. However, consolidated gross margins contracted by 60 basis points in the quarter, compared to the second quarter of 2014.

So let me add some color around the gross margin performance, which is summarized on slide 11. Infrastructure Solutions expanded gross margins by 240 basis points to 26.8 percent, led by the Fyfe/Fibrwrap group, which delivered margins in excess of 40 percent. Insituform expanded gross margins as the international CIPP business delivered its strongest quarterly result in a number of years and the Insituform North American business generated gross margins well ahead of what we achieved last year.

Obviously, the business has been and continues to have a solid backlog position, which has facilitated efficiencies and improved productivity, but project execution was the primary factor for the margin expansion in both businesses.

Turning to corrosion protection, there were three primary factors accounting for the 370 basis-point reduction in gross margins in that segment. First, the Corrpro US business didn't get the ramp-up of project activity we expected during much of the quarter, which created another quarter of margin volatility with its fixed-cost position in labor and equipment. But keep in mind that labor - Corrpro's labor force isn't as variable as they are primarily engineers and highly trained technicians.

We did finish stronger in June, and with recent growth in orders, the outlook for the second half has improved significantly and I expect gross margins will return to more normal levels in the third and fourth quarters. It should be noted that the Corrpro business in Canada performed well for the quarter and is poised for another strong second half, while we are impacted by lower currency translation in that business.

Second, the pullback in the upstream market, especially in Canada, took its toll on United Pipeline Systems, our traditional - our highest traditional margin business, along with Bayou's operations in Canada. On a combined basis, revenues for these businesses declined by $5.4 million and gross margins were 829 basis points below the second quarter of 2014.

Third, as I mentioned on the first-quarter call, margins for CRTS, our robotics coating services business, were down significantly as they are executing a large onshore project in Chile at significantly lower margins than what we were seeing in the Wasit project in Saudi Arabia last year. We do not have any work ongoing in the offshore market at the current time.

Finally, Energy Services' gross margins declined by 140 basis points to 13.6 percent as the result of the current market conditions in the central California upstream market, while gross margins did improve compared to the first-quarter performance. A portion of the margin contraction resulted from our work in the Permian, and as Chuck said earlier, we have taken actions to align the cost

structure to match our near-term market opportunities and we believe those operations will be poised for - to be breakeven from an operating perspective in the second half of the year.

There was an uptick in non-GAAP operating expenses in the quarter and it was explained in the release pretty clearly, so I don't want to spend a lot of time on that now. But I do expect to see the run rate for operating expenses to be lower than what we experienced in the quarter, as a portion of the drivers of the increased operating expenses in the second quarter were not recurring in nature, the first being disputed Accounts Receivable reserve of approximately $640,000 and, secondly, severance-related expenses of $720,000, which were described in the release.

Now let's turn to our cash performance, as shown on slide 12. Our cash balances ended the quarter at $173 million, a strong improvement from the first quarter and near the record of $175 million from last December. Cash flow from operations in the second quarter was almost $71 million of cash, compared to only $28 million in the second quarter of 2014, which is the strongest quarterly operating cash flow performance in our history.

The net change in working capital was $45 million and it was a source of cash in the quarter.

DSOs have declined 18 days to 79 days from the second quarter of 2014, as shown on slide 13. I'm very pleased with the effort across the Company to more quickly translate receivables into cash. A portion of the decline did come from some prepayments from customers relating to upcoming coating projects, but the majority of the drop has come from the simple focus across the organization around billings and collections.

We are well on our way to achieve the objective to reduce DSOs on a sustainable basis to 75 days, which obviously benefits cash flow, but it also enables us to reduce invested capital and improve ROIC.

Our uses of cash in the second quarter of 2015 included $14.3 million for the repurchase of 773,664 shares, completing our $20 million share buyback approved by Aegion's Board of Directors in early 2015. Per the terms of our credit agreement, we do not have any current availability for further stock repurchases in 2015. However, we continually evaluate this situation and could potentially seek permission to pursue further repurchases, if we believe that is going to be the best use of our cash.

Capital expenditures were $7.8 million in the second quarter, slightly less than the $8.2 million we spent last year in the same quarter. Nothing has really changed with respect to our expectations of capital spending for the full year, which should be in the range of $35 million.

Finally, per the terms of our credit agreement, we made $6.6 million of debt repayments in the quarter, and our total schedule debt repayments in 2015 are approximately $26 million.

The effective tax rate on a non-GAAP basis was 26.9 percent in the second quarter, compared to 24.1 percent last year. The rate in the second quarter of 2014 was lower than normal as we had some favorable international developments. In addition, a higher percentage of our consolidated income has been derived in the United States in 2015, which is at higher marginal rates than our international markets. I expect that our effective rate will remain in this range for the remainder of the year.

I do want to call out noncontrolling interest, which is below the after-tax income line, which was $164,000 in the quarter. This primarily reflects income from our controlling interest in the Bayou Wasco Insulation coating venture at the Bayou Louisiana facility as we have begun production on several projects in the second quarter. That number isn't especially notable, but as we execute the sizable insulation coating projects in the second half of the year, I do expect profitability and the corresponding noncontrolling interest to increase significantly from what we have experienced over the last several quarters.

We will also have income from other noncontrol - other controlled joint ventures in Canada and the Middle East, which will impact NCI as well.

In wrapping up, we are pleased with the results for the first half of the year. We have a solid backlog position that gives us a good opportunity to balance the areas of strength for us in 2015, even with the market challenges we face. Through it all, I expect Aegion's balance sheet to remain strong and support our working capital needs this year, as well as providing liquidity to enable us to make good strategic moves for the Company for the long term - for our long-term health.

That concludes our prepared remarks. I will turn over the call to the operator to begin the Q&A session.


Operator:	Thank you. Ladies and gentlemen, if you would like to ask a question at this time, please press star and then one on your touchtone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. And again, ladies and gentlemen, to ask a question at this time, please press star and then one.

And our first question comes from the line of Craig Bibb with CJS Securities. Your line is now open. Please go ahead.


Craig Bibb:	What’s the Infrastructure Solutions revenue and EBIT for the closed international operations in Q2 last year and maybe for full-year 2014 so we can ...


David Martin:	Craig, this is David. I'm sorry. We couldn't really hear your question. Could you repeat that?


Craig Bibb:	So what was the Infrastructure Solutions revenue and EBIT for the closed international operations in Q2 last year and maybe for the full year?


David Martin:	I don't have those numbers off the top of my head. We haven't - I am not sure we actually had all those numbers disclosed in prior discussions, and so - but certainly I can give you a follow-up on that.


Craig Bibb:	OK, so just then maybe a broad stroke. What was the apples-to-apples growth in revenue there?


David Martin:	Again, same answer. I don't have those exact figures right in front of me right now.


Craig Bibb:	OK, and then the improvement in gross margins. You have got - you are bidding smarter. You have got lower polymer prices. International is gone. How do we prioritize where the improvement is coming from?


David Martin:	I believe, obviously, a lot of it is loss avoidance coming from those international markets that we had. That would be first.

We're also going to be - it is going to show up over time, but the margins that we experienced with the manufacturing and ensuing third-party sales is a better margin. It will improve the margins, but you will see less revenue coming from third-party tube sales. That's really within the international markets.

We also see in the European business improvements in some of our core businesses there, including the UK. I believe in the North American market, which is obviously the largest by far, we are seeing steady progress in terms of overall margins. And really from a gross margin perspective, we are seeing a little bit of improvement, but as we have seen growth, as well as controlled spending and improved productivity, the overall operating margin is seeing a nice improvement.


Craig Bibb:	OK, and then just the last one, it sounded like the turnaround projects that were delayed from the first half into the second half are going to happen, and then the turnaround - some portion of the turnaround projects planned for the second half are now pushing to 2016?


Charles Gordon:	That's correct. What we had, we had two projects in the first half that were pushed to the second half, and then we had two previous projects for the second half that have been pushed into next year.

So we expect to do at least two turnarounds in the second half of 2015, which is consistent with the original plan, but we do have two additional projects that have been pushed to 2016.


Craig Bibb:	OK. All right, great. Thanks a lot. I will get back in the queue.


Charles Gordon:	Thank you.


David Martin:	Thanks, Craig.


Operator:	Thank you. Our next questions comes from the line of Eric Stine with Craig-Hallum. Your line is now open.


Eric Stine:	Hi everyone. Nice quarter.


Charles Gordon:	Hi, Eric.


David Martin:	Good morning.

Eric Stine:

Just wondering if - and thank you for all the details into the moving parts. But just to clarify, are you - you think that the strengths are going to outweigh some of the challenges you are having upstream. Should we take that as you are still expecting your typical back-half weighting, what we have seen historically, or is this more of the second half you think can look similar to the first? Some help there would be great.


Charles Gordon:	No, we believe that our second half will play out very strong as it has in the past.


Eric Stine:	OK.


Charles Gordon:	Yes.


Eric Stine:	OK, all right, that helps. And then, maybe, you touched on the upstream restructuring. I don't know if you are able to do this, maybe it's a little early, but any clarity into some of the steps you're looking at? And then, just how do you balance those measures versus just keeping things in place so you're there when the market does improve?


Charles Gordon:	We are looking across the whole portfolio right now as we put together our three-year strategic plan. Obviously, with the significant change in oil prices, we are taking a very close look at the upstream portfolio, and that is always going to be one of the challenges is that we have some very nice assets, and in a robust market, they do very well.

I think the market that we are seeing is going to stay with us for longer than certainly than we had hoped and we have to deal with that accordingly. We are just in the middle of the process. I really don't want to comment further than that, but we are taking a very hard look across the portfolio to make sure that we are positioned for sustained growth as we go forward.


Eric Stine:	OK. And maybe last one for me, just on CRTS, and I know you finished up Wasit. You have got the big onshore project going on right now. Can you just talk about maybe how the pipeline has developed now that Wasit is done? And I know that's - that was a landmark project for you. And then, maybe, what does the mix of that pipeline look like between onshore and offshore? Thanks a lot.

Charles Gordon:

That's a great question. Right now, we're executing several onshore projects in the Middle East, and the back - the funnel and the projects that we are executing are predominantly onshore projects. We don't have any near-term offshore opportunities, and we did announce the big project in the Middle East, I think, earlier in the quarter, but the business we are seeing right now is predominantly onshore.


Eric Stine:	OK, that's helpful. Thank you.


Operator:	Thank you. Our next questions comes from the line of John Rogers with D.A. Davidson. Your line is now open.


John Rogers:	Hi. Good morning.


Charles Gordon:	Good morning.


John Rogers:	I guess two things. First, Chuck, in terms of the restructuring charges that you referred to, $2 million more in the third quarter, and then to get to that $11 million to $14 million, does that imply $3 million to $4 million in the fourth quarter?


Charles Gordon:	No - David, I'm going to let you answer that, but we would expect to finish near $14 million for the - at the end of the third quarter, which would mean that we are substantially finished with the restructuring.


David Martin:	And just to clarify, John, we have spent $12 million to date. There were some costs in Q4.


John Rogers:	Oh, thank you, yes.


Charles Gordon:	I'm sorry, I thought you meant Q4, this coming Q4, OK.


David Martin:	No, the cumulative is $12 million, so that takes us to the $14 million.

John Rogers:

OK, OK. That's what I just wanted to confirm that wasn't a change. And then, secondly, in terms of the sewer rehabilitation business, what are you seeing in terms of bid margin there? I know you have had great execution, but revenue has kind of leveled off. Backlog has leveled off. Is the market prospects still as good, bid margin still holding up, because we have seen these cycles in the past and just where we are in that?


Charles Gordon:	So what we expect from that market over time is a low to mid single-digits growth rate, and that is certainly what we think the market will do this year. Our backlog in the North America business is up in the low single digits. We continue to maintain our market share and we have had no - our bids and the margins that we are winning at are certainly within our target expectations.

So we believe that market is stable going forward. Clearly, we don't have a good look at the 2016 bid table yet, but we don't see anything that makes us believe that good, stable long-term growth won't continue.


John Rogers:	OK, great. Thank you.


Operator:	Thank you. And again, ladies and gentlemen, if you would like to ask a question at this time, please press star and then one.

And our next question comes from the line of Mike Shlisky with Global Hunter Securities. Your line is now open.


Leigh Pressman:	Good morning. This is actually Leigh Pressman on the line for Mike Shlisky. Just had a few quick questions here. So, you said that Infrastructure operating income will be up to about record levels this year, with Corrosion and Energy down. Can you help us get a bit of magnitude there with - will these be up more or down - up or down more than 10 percent, somewhere around that range?


Charles Gordon:	What we are saying about our business is that we would expect that the strength of the Infrastructure solution markets, along with the downstream Energy Services business and Corrpro, will largely offset the challenges that we have got in the upstream markets. And we haven't gotten into any more detail than that.


Leigh Pressman:	OK, great, got it. And then, can you tell us a little bit about the pricing that you are seeing in the upstream market? Is there a lot of pressure that your customers are putting on you to cut prices, anything more than normal?


Charles Gordon:	Certainly early this year, we saw a lot of where we had several customers come to us and ask us to do whatever we could to support their challenges, and we did what we could. I think that's part of the reason that we have maintained our strong customer relationships and we haven't lost any customers in the - in many parts of the upstream business.

But we certainly have seen pricing challenges on projects as they come up. There is no question that as the volume of work declined, there is absolutely pressure on pricing and margins.


Leigh Pressman:	Great. Thanks, guys. I will leave it there.


Operator:	Thank you, and I am showing no further questions at this time. I would like to turn the conference back over to Mr. Chuck for any closing comments.

Charles Gordon:

First of all, thanks. I would like to thank all of you for joining. We are very pleased with the second quarter outcome and we remain very optimistic about the rest of the year. We think that the strengths in the key parts of our business will offset or largely offset some of the challenges we have in the upstream market, and we are eager to continue to execute the business at the high level we have achieved during the first half of the year.

Thanks for joining us and we will look forward to any questions that you have off-line. Thank you.


Operator:	Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone, have a great day.

END