UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR ~~15 (d)~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, ~~2007~~2008


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR ~~15 (d)~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number1-13419

Lindsay Corporation

(Exact name of registrant as specified in its charter)


Delaware		47-0554096

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


2707 North 108^th Street, Suite 102, Omaha, Nebraska		68164

(Address of principal executive offices)		(Zip Code)

~~402-428-2131~~402-829-6800

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of ~~Class~~each class		Name of each exchange on which registered

Common Stock, $1.00 par value		New York Stock Exchange, Inc. (Symbol LNN)

Indicate by check mark if the registrant is a well-known seasoned issuer, (as defined in Rule 405 of the Securities Act). Yesoþ Noþo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section ~~15 (d)~~15(d) of the Exchange Act YesoNoþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or ~~15 (d)~~15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-Koþ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or ~~an non-accelerated filer.~~a smaller reporting company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer” and ~~“large accelerated filer”~~“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Large accelerated filer~~o


Large accelerated filerþ		Accelerated ~~filer~~þ ~~Non-accelerated~~ filero		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The aggregate market value of Common Stock of the registrant, all of which is voting, held by non-affiliates based on the closing sales price on the New York Stock Exchange, Inc. on February ~~28, 2007~~29, 2008 was ~~$400,324,624.~~$927,273,527.

As of ~~November 2, 2007, 11,756,360~~October 24, 2008, 12,251,055 shares of the registrant’s ~~common stock~~Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement pertaining to the Registrant’s ~~2008~~2009 annual ~~shareholders’~~stockholders’ meeting are incorporated herein by reference into Part III. ~~Exhibit index is located on page 55-56.~~

PART I

ITEM 1 –—Business

INTRODUCTION

Lindsay Corporation (“Lindsay” or the “Company”) is a leading designer and manufacturer of self-propelled center pivot and lateral move irrigation systems which are used principally in the agricultural industry to increase or stabilize crop production while conserving water, energy, and labor. The Company has been in continuous operation since 1955, making it one of the pioneers in the automated irrigation industry. The Company also manufactures and markets various infrastructure products, including movable barriers for traffic lane management, crash cushions, preformed reflective pavement tapes and other road safety devices. In addition, the Company’s infrastructure segment produces large diameter steel tubing, and provides outsourced manufacturing and production services for other companies. Industry segment information about Lindsay is included in Note R to the consolidated financial statements.

Lindsay, a Delaware corporation, maintains its corporate offices in Omaha, Nebraska, USA. The Company’s principal irrigation manufacturing facilities are located in Lindsay, Nebraska, USA. The Company also has international sales and irrigation production facilities in France, Brazil, South Africa and China which provide it with important bases of operations in key international markets. Lindsay Europe SAS, located in France, was acquired in March 2001 and manufactures and markets irrigation equipment for the European market. Lindsay America do Sul Ltda., located in Brazil, was acquired in April 2002 and manufactures and markets irrigation equipment for the South American market. Lindsay Manufacturing Africa, (PTY) ~~Ltd,~~Ltd., located in South Africa, was organized in September 2002 and manufactures and markets irrigation equipment infor the southern ~~Africa.~~African market. The Company ~~also~~ leases ~~warehouse facilities~~office space in Beijing, China and leases a warehouse facility in Dalian, China.

~~Barrier Systems, Inc.~~Watertronics, LLC (“~~BSI”~~Watertronics”) is located in ~~Rio Vista, California,~~Hartland, Wisconsin, designs, manufactures, and ~~manufactures movable barrier products, specialty barriers~~services water pumping stations and ~~crash cushions. BSI~~controls for the golf, landscape and municipal markets. Watertronics has been in business since ~~1984~~1986 and was acquired by the Company in ~~June 2006.~~

~~Snoline S.P.A., (“Snoline”) located in Milan, Italy was acquired in December 2006, and is engaged in the design, manufacture and sales of road marking and safety equipment for use on roadways.~~January 2008.

Lindsay has two additional irrigation operating ~~subsidiaries, including~~subsidiaries. Irrigation Specialists, Inc.~~, which~~ (“Irrigation Specialists”) is a retail irrigation dealership based in Washington State that operates at three ~~locations (“Irrigation Specialists”).~~locations. Irrigation Specialists was acquired by the Company in March 2002 and provides a strategic distribution channel in a key regional irrigation market. ~~The other operating subsidiary is~~ Lindsay Transportation, Inc., located in Lindsay, ~~Nebraska. Lindsay Transportation, Inc.~~Nebraska, primarily provides delivery of irrigation equipment in the U.S.

Barrier Systems, Inc. (“BSI”), located in Rio Vista, California, manufactures movable barrier products, specialty barriers and crash cushions. BSI has been in business since 1984 and was acquired by the Company in June 2006. In November 2007, the Company completed the acquisition of certain assets of Traffic Maintenance Attenuators, Inc. and Albert W. Unrath, Inc. through a wholly owned subsidiary of BSI. The assets acquired primarily relate to patents that enhance the Company’s highway safety product offering globally.

Snoline S.P.A., (“Snoline”), located in Milan, Italy, was acquired in December 2006, and is engaged in the design, manufacture and sale of road marking and safety equipment for use on roadways. See “Subsidiaries” below.

PRODUCTS BY SEGMENT

IRRIGATION SEGMENT

Products-— The Company markets its center pivot and lateral move irrigation systems domestically and internationally under itsZimmaticbrand. The Company also manufactures and markets separate lines of center pivot and lateral move irrigation equipment for use on smaller fields under itsGreenfieldandStettynbrands, and hose reel travelers under thePerrotbrand (Greenfieldin the United States,Perrotin Europe, andStettynin South Africa). The Company also produces irrigation controls, chemical injection systems and remote monitoring and control systems which it sells under itsGrowSmartbrand. In addition to whole systems, the Company manufactures and markets repair and replacement parts for its irrigation systems and controls.

The Company’s irrigation systems are primarily of the standard sized center pivot type, with a small portion of its products consisting of the lateral move type. Both are automatic, continuous move systems consisting of sprinklers mounted on a water carrying pipeline which is supported approximately 11 feet off the ground by a truss system suspended between moving towers.

A typical center pivot for the U.S. market is approximately 1,300 feet long and is designed to circle within a quarter-section of land, which comprises 160 acres, wherein it irrigates approximately 130 to 135 acres. A typical center pivot for the international market is somewhat shorter than that in the U.S. market. A center pivot or lateral

The Company also manufactures and distributes mini-pivots and hose reel travelers. These systems are considered to be relatively easy to operate, and the hose reel travelers are easily moved from field to field. They are typically deployed in smaller or irregular fields. Mini-pivots and hose reel travelers require, on average, a lower investment than a typical standard center pivot.

The Company also markets pivot monitoring and control systems, which include remote telemetry and a web or personal computer hosted data acquisition and monitoring application. These systems allow growers to monitor their pivot system, accumulate data on the operation of the system, and control the pivot from a remote location by logging onto an internet web site. The pivot monitoring and control systems are marketed under the GrowSmart brand with product names of FieldNET ~~FieldSENTRY, FieldLink~~ and ~~Online Control.~~FieldSENTRY.

Other Types of Irrigation –—Center pivot and lateral move irrigation systems compete with three other types of irrigation: flood, drip, and other mechanical devices such as hose reel travelers. The bulk of the worldwide irrigation is accomplished by the traditional method of flood irrigation. Flood irrigation is accomplished by either flooding an entire field, or by providing a water source (ditches or a pipe) along the side of a field, which is planed and slopes slightly away from the water source. The water is released to the crop rows through gates in the ditch or pipe, or through siphon tubes arching over the ditch wall into some of the crop rows. It runs down through the crop row until it reaches the far end of the row, at which time the water source is moved and another set of rows are flooded. A significant disadvantage or limitation of flood irrigation is that it cannot be used to irrigate uneven, hilly, or rolling terrain or fields. In “drip” or “low flow” irrigation, perforated plastic pipe or tape is installed on the ground or buried underground at the root level. Several other types of mechanical devices, such as hose reel travelers, irrigate the remaining irrigated acres.

Center pivot, lateral move, and hose reel traveler irrigation offers significant advantages when compared with other types of irrigation. It requires less labor and monitoring; can be used on sandy ground which, due to poor water retention ability, must have water applied frequently; can be used on uneven ground, thereby allowing previously unsuitable land to be brought into production; can also be used for the application of fertilizers, insecticides, herbicides, or other chemicals (termed “chemigation”); and conserves water and chemicals through precise control of the amount and timing of the application.

Markets — General.Water is an essential and critical requirement for crop production, and the extent, regularity, and frequency of water application can be a critical factor in crop quality and yield.

The fundamental factors which govern the demand for center pivot and lateral move systems are essentially the same in both the domestic and international markets. Demand for center pivot and lateral move systems is determined by whether the value of the increased crop production attributable to center pivot or lateral move irrigation exceeds any increased costs associated with purchasing, installing, and operating the equipment. Thus, the decision to purchase a center pivot or lateral move system, in part, reflects the profitability of agricultural production, which is determined primarily by the prices of agricultural commodities and other farming inputs.

The current demand for center pivot systems has three sources: conversion to center pivot systems from less water efficient, more labor intensive types of irrigation; replacement of older center pivot systems, which are beyond their useful lives or are technologically obsolete; and conversion of dry land farming to irrigated farming. In addition, demand for center pivots and lateral move irrigation equipment depends upon the need for the particular operational characteristics and advantages of such systems in relation to alternative types of irrigation, primarily flood. More efficient use of the basic natural resources of land, water, and energy helps drive demand for center pivot and lateral move irrigation equipment. Increasing global population not only increases demand for agricultural output, but also places additional and competing demands on land, water, and energy. The Company expects demand for center pivots and lateral move systems to continue to increase relative to other irrigation methods because center pivot and lateral move systems are ~~required~~preferred where the soil is sandy, the terrain is not flat, the land area to be irrigated is sizeable, there is a shortage of reliable labor, water supply is restricted and conservation is critical, and/or chemigation will be utilized.

United States Market –—In the United States, the Company sells its branded irrigation systems, includingZimmatic, to approximately 200 independent dealer locations, who resell to their customer, the farmer. Dealers assess their customer’s requirements, assemble and erect the system in the field, and provide additional system components,

sales operations in China, Australia, New Zealand, Central America and the Middle East serving the key European, South American, African, ~~China, Australia/~~Chinese, Australian/New Zealand, Central American and Middle Eastern markets, respectively. The Company also exports some of its equipment from the U.S. to other international markets. The majority of the Company’s U.S. export sales is denominated in U.S. dollars and is shipped against prepayments or U.S. bank confirmed irrevocable letters of credit or other secured means.

The Company’s international markets differ with respect to the need for irrigation, the ability to pay, demand, customer type, government support of agriculture, marketing and sales methods, equipment requirements, and the difficulty of on-site erection. The Company’s industry position is such that it believes that it will likely be considered as a potential supplier for most major international agricultural development projects utilizing center pivot or lateral move irrigation systems.

Competition –—The U.S. center pivot irrigation system industry has seen significant consolidation of manufacturers over the years; four primary domestic manufacturers remain today. The international market includes participation and competition by the leading U.S. manufacturers as well as certain regional manufacturers. The Company competes in certain product lines with several manufacturers, some of whom may have greater financial resources than the Company. The Company competes by continuously improving its products through ongoing research and development activities. The Company’s engineering and research expenses related to irrigation totaled approximately ~~$3.0~~$3.6 million, ~~$2.7~~$3.0 million, and $2.7 million for fiscal years 2008, 2007, ~~2006,~~ and ~~2005,~~2006, respectively. Competition also occurs in areas of price and seasonal programs, product quality, durability, controls, product characteristics, retention and reputation of local dealers, customer service, and, at certain times of the year, the availability of systems and their delivery time. The Company believes it competes favorably with respect to all of these factors.

INFRASTRUCTURE SEGMENT

Products–—Quickchange Moveable Barrier–^™- The Company’s Quickchange Moveable Barrier^™ (“~~QMB”~~QMB^™”) system is composed of three parts: 1) T-shaped concrete barriers that are connected to form a continuous wall, 2) a Barrier Transfer Machine^™ (“~~BTM”~~BTM^™”) capable of moving the barrier laterally across the pavement, and 3) the variable length barriers necessary for accommodating curves. A barrier element is approximately 32 inches high, 13-24 inches wide, 3 feet long and weighs 1,500 pounds. The barrier elements are interconnected by very heavy duty steel hinges to form a continuous barrier. The BTM^™ employs an inverted S-shaped conveyor mechanism that lifts the barrier, moving it laterally before setting it back on the roadway surface.

In permanent applications, the QMB^™ systems increase capacity and reduce congestion by varying the number of traffic lanes to match the traffic demand. Roadways with fixed medians have a set number of lanes in each direction and cannot adjust to traffic demands that may change over the course of a day, or to capacity reductions caused by traffic incidents or road repair and maintenance. Applications include high volume highways where expansion may not be feasible due to lack of additional right-of-way, environmental concerns, or insufficient funding. The QMB^™ system is particularly useful in busy commuter corridors and at choke points such as bridges and tunnels. QMB^™ systems can also be deployed at roadway or roadside construction sites to accelerate construction, improve traffic flow and safeguard work crews and motorists by positively separating the work area and traffic. Examples of types of work completed with the help of a QMB^™ system include highway reconstruction, paving and resurfacing, road widening, median and shoulder construction, and repairs to tunnels and bridges.

The Company offers a variety of equipment lease options for the moveable barrier and transfer ~~machine~~machines used in construction applications. The leases extend for periods of three months ~~and greater~~or more for equipment already existing in inventory. Longer lease periods may be required for specialty equipment that must be built for specific projects.

These systems have been in use in the U.S. and abroad for over 20 years. Significant progress has been made ~~in recent years~~ introducing the products into the European ~~markets.~~markets in recent years. Typical sales for a highway safety or road improvement project are $2.0-$15.0 million, making them significant capital investments.

Crash Cushions –—BSI and Snoline offer a complete line of redirective and non-redirective crash cushions which are used to enhance highway safety at locations such as toll booths, freeway off-ramps, medians and roadside barrier ends,

Specialty Barriers–—BSI and Snoline also offer specialty barrier products such as the SAB^™, ArmourGuard^™, PaveGuard^™ and DR46^™ portable barrier and/or barrier gate systems. These products offer portability and flexibility in setting up and modifying barriers in work areas and provide quick opening, high containment gates for use in median or roadside barriers. The gates are generally used to create openings in barrier walls of various types for both construction and incident management purposes. The DR46^™ is an energy absorbing barrier to shield motorcyclists from impacting guardrail posts which is becoming an area of focus for reducing a significant number of injuries.

Road Marking and Road Safety Equipment–— Snoline also offers preformed tape and a line of road safety accessory products. The preformed tape is used in both temporary and permanent applications such as markings for work zones, street crossings, and road center lines or boundaries. The road safety equipment consists of mostly plastic and rubber products used for delineation, slowing traffic, and signaling. BSI also manages an ISO 17025 certified testing laboratory, Safe Technologies, Inc., that performs full-scale impact testing of ~~certain~~highway safety products ~~onsite~~ in accordance with both the National Cooperative Highway Research Program (“NCHRP”) Report 350 ~~guidelines.~~and to the European Norms (EN1317) for these types of products. The NCHRP 350 guidelines are procedures required by the U.S. Department of Transportation Federal Highway Administration for the safety performance evaluation of highway features. The EN1317 Norms are being used to qualify roadway safety products for the European markets.

Contract Manufacturing–— The Company provides outsourced manufacturing and production services, including the production of large diameter steel tubing, for other companies.

Markets–— The U.S. highway infrastructure market has annual expenditures of over $100 billion and includes projects such as new roadway construction, bridges, tunnels, maintenance and resurfacing, and the purchase of right-of-ways for roadway expansion and development of technologies for relief of roadway congestion. BSI’s and Snoline’s primary market includes portable concrete barriers, delineation systems, guardrails and similar protective equipment. Much of the U.S. highway infrastructure market is driven by government (state and federal) spending programs. For example, the U.S. government funds highway and road improvements through the Federal Highway Trust Fund Program. This program provides funding to improve the nation’s roadway system. Matching funding from the various states may be required as a condition of federal funding. Federal highway program legislation, SAFETEA-LU, was enacted in 2005 and provides for $286.4 billion in guaranteed funding for federal surface transportation programs over five years through 2009. The Company believes this legislation provides a solid platform for future growth in the USU.S. market. ~~Governments~~Significant work has already started on the highway bill for funding after the expiration of SAFETEA-LU and ~~communities desire to reduce traffic congestion by improving road and highway systems.~~it is generally acknowledged that additional funding will be required for infrastructure systems for the future.

The European market is presently very different from country to country, but the standardization in performance requirements and acceptance criteria for highway safety devices adopted by the European Committee for Standardization is expected to lead to greater uniformity and a larger installation program. This will also be influenced by the ~~general~~ European Union’s prevention program which has the goal to lower fatalities by 50% in the current decade.

Competition–— The Company competes in certain product lines with several manufacturers, some of whom may have greater financial resources than the Company. The Company competes by continuously improving its products through ongoing research and development activities. The Company’s engineering and research expenses related to infrastructure products totaled approximately $2.8 million and $1.7 million for fiscal ~~year 2007.~~years 2008 and 2007, respectively. During ~~both~~ fiscal 2006, ~~and 2005,~~ engineering and research expenses for infrastructure products were less than $0.1 ~~million.~~million as BSI was not acquired until the fourth quarter of fiscal 2006. The Company competes with certain products and companies in its crash cushion business, but has limited competition in its moveable barrier line, as there is not another moveable barrier product today comparable to the QMB^™ system. However, the Company’s barrier product does compete with traditional “safety shaped” concrete barriers and other safety barriers. ~~In addition, the Company continues to expand its infrastructure products into contract manufacturing.~~ The Company continues to develop new relationships for infrastructure manufacturing in industries outside of agriculture and irrigation. The Company’s customer base includes certain large industrial companies. Each benefits from the Company’s design

roadway contractors, subcontractors, distributors and dealers. Due to the project nature of the roadway construction and congestion management markets, the Company’s customer base changes from year-to-year. Due to the limited life of projects, it is rare that a single customer will account for a significant amount of revenues in consecutive years. The customer base also varies depending on the type of product sold. The Company’s moveable barrier products are typically sold to transportation agencies or the contractors or suppliers serving those agencies. In contrast, distributors account for a majority of crash cushion sales since those products have lower price points and tend to have shorter lead times.

GENERAL

Certain information generally applicable to both of the Company’s reportable segments is set forth below.

The following table describes the Company’s total irrigation and infrastructure revenues for the past three years. United States export revenue is included in the region of destination.


	For the years ended August 31,												For the years ended August 31,
	2007		2007		2006		2006		2005		2005		2008				2007				2006
			% of Total				% of Total				% of Total				% of Total				% of Total				% of Total
($ in millions)	Revenues		Revenues		Revenues		Revenues		Revenues		Revenues
$ in millions													Revenues		Revenues		Revenues		Revenues		Revenues		Revenues
United States	$	192.5		68	$	167.5		74	$	126.5		71	$	309.2		65	$	192.5		68	$	167.5		74
Europe, Africa, Australia, & Middle East		57.4		20		33.5		15		30.1		17
Europe, Africa, Australia & Middle East														104.2		22		57.4		20		33.5		15
Mexico & Latin America		19.4		7		21.1		9		16.1		9		42.2		9		19.4		7		21.1		9
Other International		12.6		5		3.9		2		4.6		3		19.5		4		12.6		5		3.9		2

Total Revenues	$	281.9		100	$	226.0		100	$	177.3		100	$	475.1		100	$	281.9		100	$	226.0		100

has, on occasion, faced shortages of certain such materials. The Company believes it currently has ready access to adequate supplies of raw materials and components.

CAPITAL EXPENDITURES

Capital expenditures for fiscal 2008, 2007, and 2006 ~~and 2005~~ were $14.1 million, $14.6 million ~~$3.6 million~~ and ~~$4.1~~$3.6 million, respectively. Capital Expenditures consist of two primary categories. The first category is used primarily for updating manufacturing plant and equipment, expanding manufacturing capacity, and further automating the Company’s facilities. The second category is for expanding its fleet of ~~BTMs~~BTM^™s and inventory of moveable barrier that it maintains for leasing, which ~~are~~is expanded as revenue generation opportunities arise. Fiscal ~~2007~~2008 capital expenditures ~~consist~~consisted of ~~$7.7~~$6.0 million for machinery and equipment and ~~$6.9~~$8.1 million for leased barrier and the BTM^™fleet. Capital expenditures for fiscal ~~2008,~~2009, excluding the leased barrier and BTM^™fleet, are expected to be approximately ~~$7.0~~$11.0 to ~~$8.0~~$12.0 million and will be used primarily to improve the Company’s existing facilities, expand its manufacturing capabilities ~~integrate acquired businesses~~ and increase productivity.

PATENTS, TRADEMARKS, AND LICENSES

Lindsay’sZimmatic,Greenfield,GrowSmart, Quickchange Moveable Barrier, ABSORB 350, TAU, Universal TAU-II, TAU-B_NR, X-Tension, CableGuard, TESI, SAB,ArmourGuard, PaveGuard DR46, U-MAD,and other trademarks are registered or applied for in the major markets in which the Company sells its products. Lindsay follows a policy of applying for patents on all significant patentable inventions. Although the Company believes it is important to follow a patent protection policy, Lindsay’s business is not dependent, to any material extent, on any single patent or group of patents.

EMPLOYEES

The number of persons employed by the Company and its wholly-owned subsidiaries at fiscal year ends 2008, 2007, and 2006 were 1,239, 899 and ~~2005 were 899,~~ 763, ~~and 645,~~ respectively. None of the Company’s U.S. employees are represented by a union. Certain of the Company’s non-U.S. employees are unionized due to local governmental regulations.

ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS

Like other manufacturing concerns, the Company is subject to numerous laws and regulations that govern environmental and occupational health and safety matters. The Company believes that its operations are substantially in compliance with all such applicable laws and regulations and that it holds all necessary permits in each jurisdiction in which its facilities are located. Environmental and health and safety regulations are subject to change and interpretation. In some cases, compliance with applicable regulations or standards may require the Company to make additional capital and operational expenditures. The Company, however, is not currently aware of any material capital expenditures required to comply with such regulations, other than as described below, and does not believe that these matters, individually or in the aggregate, are likely to have a material adverse effect on the Company’s consolidated financial condition, results of operations, or cash flows.

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (“the EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (“the site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these chemicals to be removed by aeration. In ~~2003,~~2008, the Company and the EPA conducted a ~~second~~periodic five-year review of the status of the remediation of the contamination of the site. ~~As a result of this~~In response to the review, the ~~EPA issued a letter placing the Company on notice that additional remediation actions were required. The~~ Company and its environmental consultants ~~have completed and submitted~~are in the process of developing a supplemental remedial action work plan that ~~when implemented,~~ will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and ~~will allow the Company and the EPA to more effectively assure that~~determine whether the contaminated groundwater is being contained by current and planned wells that pump and aerate it. ~~During~~The Company accrues the ~~third quarter~~anticipated cost of ~~fiscal~~remediation where the obligation is probable and can be reasonably estimated. Amounts accrued and included in balance sheet liabilities related to the remediation process were $0.3 million and $0.7 million at August 31, 2008 and 2007, ~~the Company accrued for additional expected costs of $0.5 million to address the additional remediation action required by the EPA and to remain in compliance with the EPA’s second five-year review.~~respectively. Although the Company has been able to reasonably estimate the cost of completing the remediation actions defined in the

SUBSIDIARIES

The ~~Company has eight~~Company’s primary wholly-owned operating ~~subsidiaries:~~subsidiaries include the following: Lindsay Manufacturing, LLC, Lindsay Transportation, Inc., Watertronics, LLC, Lindsay Europe SAS, Irrigation Specialists, Inc., Lindsay America do Sul Ltda., Lindsay Manufacturing Africa (PTY) Ltd., Barrier Systems, Inc., and Snoline S.P.A.

Lindsay Manufacturing, LLC was formed in 1955, is located in Lindsay, Nebraska, and is a manufacturer and marketer of irrigation equipment for the North American market and international export market. ~~The~~Products for the infrastructure segment are also manufactured in the Lindsay, Nebraska location ~~also manufactures products for the infrastructure segment.~~as well as a leased facility in Omaha, Nebraska.

Lindsay Transportation, Inc. was formed in 1975. It owns approximately 105 trailers and, through the leasing of tractors and arranging with independent drivers, supplies the ground transportation in the United States and Canada for the Company’s products and the bulk of its incoming raw materials, and hauls other products for third parties on backhauls.

Watertronics, LLC, located in Hartland, Wisconsin, designs, manufactures, and services water pumping stations and controls for the golf, landscape and municipal markets. Watertronics has been in business since 1986 and was acquired by the Company in January 2008.

Lindsay Europe SAS, located in France, was acquired in March 2001, and is a manufacturer and marketer of irrigation equipment for the European market.

Irrigation Specialists, Inc., a retail irrigation dealership in Washington State, was acquired in March 2002.

Lindsay America do Sul Ltda., located in Brazil, was acquired in April 2002 and is a manufacturer and marketer of irrigation equipment for the South American market.

Lindsay Manufacturing Africa (PTY) ~~Ltd,~~Ltd., located in South Africa, was organized in September 2002 and is a manufacturer and marketer of irrigation equipment for the southern African market.

Barrier Systems, Inc. is located in Rio Vista, California and manufactures its moveable barrier products along with other specialty barriers and crash cushions. BSI has been in business since 1984 and was acquired by Lindsay in June 2006.

Snoline, S.P.A. is located in Milan, Italy and manufactures and markets road safety equipment and preformed reflective tape for use on roadways. Snoline has been in business since 1955 and was acquired by Lindsay in December 2006.

~~The Company also has ten non-operational subsidiaries.~~

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

The Company’s primary production ~~facility is~~facilities are located in the United States, but it also has smaller production facilities in France, Brazil, South Africa and Italy. Most financial transactions are in U.S. dollars, although some export sales and sales from the Company’s foreign subsidiaries, which are approximately 15% of total consolidated Company sales in fiscal ~~2007,~~2008, are conducted in local currencies.

A portion of the Company’s cash flow is derived from sales and purchases denominated in foreign currencies. To reduce the uncertainty of foreign currency exchange rate movements on these sales and purchase commitments, the Company monitors its risk of foreign currency fluctuations. In conjunction with the acquisition of Snoline in December 2006, the Company entered into a cross currency swap to hedge both foreign currency and interest rate risk related to the ~~Euro-denominated long term note.~~long-term note held by Snoline. For information on international revenues see the section entitled “Results of Operations” included in Item 7 of Part II of this report.

In addition to the transactional foreign currency exposures mentioned above, the Company also has translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars. In order to reduce this translation exposure, the Company, at times, utilizes Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. For information on the Company’s Euro foreign currency forward contracts, see Item 7A of Part II of this report.

INFORMATION AVAILABLE ON LINDSAY WEBSITE

The Company makes available free of charge on its website, through a link to the Securities and Exchange Commission (SEC) website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon as reasonably practicable after wethe Company electronically ~~file~~files such material with, or ~~furnish~~furnishes it to, the SEC. The Company’s internet address is http://~~www.lindsay.com;~~www.lindsay.com; however, information posted on its website is not part of this report on Form 10-K. The following documents are also posted on the Company’s website:

New York Stock Exchange Certification

On February ~~28, 2007,~~22, 2008, the Company’s Chief Executive Officer certified to the New York Stock Exchange that he was not aware of any violation by the Company of the New York Stock Exchange corporate governance listing standards as of that date. This certification made by the CEO is an annual certification required by the New York Stock Exchange.

ITEM 1A —Risk Factors

The following are certain of the more significant risks that may affect the Company’s business, financial condition and results of operations.

The Company’s domestic and international irrigation equipment sales are highly dependent on the agricultural industry.The Company’s domestic and international irrigation equipment sales are highly dependent upon the need for irrigated agricultural crop production which, in turn, depends upon many factors, including total worldwide crop production, the profitability of agricultural crop production, agricultural commodity prices, aggregate net cash farm income, availability of financing for farmers, governmental policies regarding the agricultural sector, water and energy conservation policies, the regularity of rainfall, and foreign currency exchange rates. As farm income decreases, farmers may postpone capital expenditures or seek less expensive irrigation equipment.

The Company’s infrastructure revenues are highly dependent on government funding of transportation projects. The demand for the Company’s infrastructure products depends to a large degree on the amount of government spending authorized to improve road and highway systems. For example, the U.S. government funds highway and road improvements through the Federal Highway Program and matching funding from states may be required as a condition of federal funding. If highway funding is reduced or delayed, it may reduce demand for the Company’s infrastructure products.

The Company’s profitability may be negatively affected by increases in the cost of raw materials, as well as in the cost of energy.Certain of the Company’s input costs, such as the cost of steel, zinc, and other raw materials, may increase rapidly from time to time. Because there is a level of price competition in the market for irrigation equipment and certain infrastructure products, the Company may not be able to recoup increases in these costs through price increases for its products, which would result in reduced profitability. Whether increased operating costs can be passed through to the customer depends on a number of factors, including farm income and the price of competing products. The cost of raw materials can be volatile and is dependent on a number of factors, including availability, demand, and freight costs.

The Company’s international irrigation equipment sales are highly dependent on foreign market conditions.Approximately ~~25%~~29% of the Company’s revenues are generated from international irrigation sales. Specifically, international revenues are primarily generated in Australia, Canada, Central and Western Europe, Mexico, the Middle East, South Africa, China, and Central and South America. In addition to risks relating to general economic and political stability in these countries, the Company’s international sales are affected by international trade barriers, including governmental policies on tariffs, taxes, and foreign currency exchange rates. International sales are also more susceptible to disruption from political instability and similar incidents.

Compliance with applicable environmental regulations or standards may require additional capital and operational expenditures.Like other manufacturing concerns, the Company is subject to numerous laws and regulations which govern environmental and occupational health and safety matters. The Company believes that its operations are substantially in compliance with all such applicable laws and regulations and that it holds all necessary permits in each jurisdiction in which its facilities are located. Environmental and health and safety regulations are subject to change and interpretation. Compliance with applicable regulations or standards may require the Company to make additional capital and operational expenditures. The Company, however, is not currently aware of any material capital expenditures required to comply with such regulations, other than as described in Note O to the Company’s consolidated financial statements, and does not believe that these matters, individually or in the aggregate, are likely to have a material adverse effect on the Company’s consolidated financial condition, results of operations, or cash flows.

The Company’s sales and access to credit may be negatively affected by current economic conditions. The recent instability in U.S. and international financial and credit markets along with the resulting global recessionary concerns could adversely affect the ability of farmers and government agencies to buy and finance irrigation equipment and highway infrastructure equipment. In addition, the significant decline in agricultural commodity prices over recent months may lead to lower net farm incomes which may also reduce demand for irrigation equipment in both the domestic and international markets. It is not certain how long these factors may affect demand for the Company’s products. Disruptions in the financial and credit markets could also restrict the Company’s ability to access credit financing under its existing credit facilities or to obtain additional financing.

ITEM 1B —Unresolved Staff Comments

~~None~~ None.

ITEM 2 —Properties

The Company’s principal U.S. manufacturing plant is a 300,000 square foot facility consisting of eight separate buildings located on 43 acres in Lindsay, Nebraska where it manufactures irrigation and infrastructure products for North American markets as well as certain export markets. The Company owns this facility as well as an additional 79 acres of undeveloped land adjacent to its primary property which it uses for research, development and testing purposes.

The Company leases approximately ~~16,000~~13,000 square feet of manufacturing space in Omaha, Nebraska where it produces certain products for the infrastructure segment. The lease expires in December 2008. The Company also leases approximately 17,600 square feet of office space in Omaha, Nebraska where it maintains its executive offices as well as its domestic and international sales, marketing offices and engineering laboratory space. The lease expires in ~~2008.~~February 2009. The Company plans to move its headquarters to a new 29,500 square foot facility in Omaha, Nebraska during the second quarter of fiscal 2009.

Lindsay Europe SAS owns a manufacturing plant located in La Chapelle, France where it manufactures irrigation products for European markets. This facility consists of three separate buildings containing approximately 72,000 square feet of usable space situated on approximately 3.5 acres.

Lindsay America do ~~Sol,~~Sul, Ltda. leases a manufacturing plant located in Mogi-Mirim, Sao Paulo, Brazil where it manufactures irrigation products for South American markets. This facility consists of two buildings containing approximately 67,000 square feet of usable space. The lease on this facility expires in December 2008 ~~and~~with the option to renew the lease for an additional twelve months. The lease may be canceled by Lindsay America do ~~Sol,~~Sul, Ltda. prior to that time upon ~~one month~~two months notice.

Lindsay Manufacturing Africa (PTY) Ltd. currently leases a manufacturing facility in ~~Capetown,~~Paarl, South Africa where it manufactures irrigation products for African markets. The facility contains a total of 61,000 square feet of usable space. The lease on the facility expires in 2012 and may be canceled by Lindsay Manufacturing Africa (PTY) Ltd. prior to that time upon six months notice.

BSI owns a 30,000 square foot commercial building located on seven acres in Rio Vista, California where it manufactures its infrastructure products. BSI leases additional office space in Rio Vista, California where it maintains its executive offices. The lease on this facility expires in 2008.

~~Snoline owns a 45,000 square foot commercial building located in Milan, Italy where it maintains its executive offices and manufactures its infrastructure products.~~

Irrigation Specialists, Inc. conducts its retail operations in leased buildings located in Pasco, Grandview and Othello, Washington. The buildings range in size from 4,000 square feet to 22,225 square feet. The leases on these retail stores expire in 2012 for Pasco, and 2014 for Grandview and Othello.

Watertronics, LLC owns two commercial buildings totaling approximately 73,000 square feet on five acres located in Hartland, Wisconsin where it maintains its executive, engineering & manufacturing offices. It also owns a 4,000 square foot commercial building located in Melbourne, Florida where it maintains a sales and service office.

The Company also leases office space in Beijing, China and a warehouse ~~facilities~~facility in ~~Bejing and~~ Dalian, China for its irrigation business. The ~~Bejing~~Beijing lease expires in ~~2008~~2010 and may be canceled prior to that time upon a three-month notice. The Dalian lease expires in ~~2008~~2009 and will be extended for one year automatically and continuously, unless one-month written notice is given prior to the contract expiration.

BSI owns a 30,000 square foot commercial building located on seven acres in Rio Vista, California where it manufactures its infrastructure products. BSI leases additional warehouse space in Rio Vista, California. The lease on this facility expires in 2018 and may be terminated prior to that time upon a sixty day notice and payment of a nominal termination fee. BSI also leases additional office space in Vacaville, California where it maintains its executive offices. The lease on this facility expires in 2010.

Snoline owns a 45,000 square foot commercial building located in Milan, Italy where it maintains its executive offices and manufactures its infrastructure products.

The Company believes that each of its current facilities is adequate to support normal and planned operations and intends to renew or commence additional leasing or purchase arrangements as existing arrangements expire.

ITEM 3 —Legal Proceedings

In the ordinary course of its business operations, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, and other legal proceedings. No such current proceedings, individually or in the aggregate, are expected to have a material effect on the business or financial condition of the Company.

ITEM 4 —Submission of Matters to a Vote of Security Holders

No matters were submitted to the vote of security holders during the fourth quarter of fiscal ~~2007.~~2008.

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF THE REGISTRANT

The executive officers and significant employees of the Company, their ages, positions and past five years experience are set forth below. Mr. Parod and Mr. Denman are the only executive officers of the Company with employment agreements. Both Mr. Parod’s and Mr. Denman’s agreements extend through April 2009. All other executive officers of the Company are appointed by the Board of Directors annually. There are no family relationships between any director, executive officer, or person nominated to become a director or executive officer. There are no arrangements or understandings between any executive officer and any other person pursuant to which they were selected as an officer.


	Age				Position
Richard W. Parod	54	55			President and Chief Executive Officer
Owen S. Denman	59	60			President and CEO, Barrier Systems, Inc.
David B. Downing	52	53		~~Senior Vice~~	President ~~Chief Financial Officer, Treasurer and Secretary~~— Lindsay International
~~Samir~~Barry A. ~~Haidar~~Ruffalo	56	38		~~Vice~~	President ~~– International~~— North American Irrigation
Randy S. Hester*	44		~~Vice President – Human Resources~~
Tim J. Paymal	33	34		~~Corporate Controller~~	Vice President and Chief Accounting Officer
Dan G. Keller*		49			Vice President — Human Resources
Mark A. Roth*		33			Vice President –— Corporate Development and Treasurer
~~Barry A. Ruffalo~~Lori L. Zarkowski	37	33		~~President – North American Irrigation~~	Corporate Controller
Douglas A. Taylor*	44	45			Vice President –and Chief Information Officer
Eric R. Arneson*		34			Vice President, General Counsel and Secretary


*		The employee is not an executive officer of the Registrant.

Mr. Richard W. Parod is President and Chief Executive Officer (“CEO”) of the Company, and has held such positions since April 2000. Prior to that time and since 1997, Mr. Parod was Vice President and General Manager of the Irrigation Division of The Toro Company. Mr. Parod was employed by James Hardie Irrigation from 1993 through 1997, becoming President in 1994. Mr. Parod has been a Director since April 2000, when he began his employment with the Company.

Mr. Owen S. Denman, is President and CEO of Barrier Systems, Inc., a wholly-owned subsidiary of Lindsay Corporation, and has held such position since 1999. Prior to that time and since 1978, Mr. Denman was an executive

officer in several positions with Quixote Corporation and several subsidiaries (Energy Absorption Systems, Safe Hit Corporation, Spin Cast Plastics, Inc, and others).

Mr. David B. Downing is ~~Senior~~President of Lindsay International, a division of Lindsay Corporation. Mr. Downing joined Lindsay in August 2004, as Vice President, Chief Financial Officer (“CFO”), Treasurer and Secretary. He was promoted to Senior Vice President from Vice President in September ~~2006. He has held the CFO position since August 2004 when he joined the Company~~2006 and was ~~appointed Treasurer and Secretary~~promoted to President of Lindsay International in ~~September 2005.~~April 2008. Prior to ~~August 2004,~~joining Lindsay, Mr. Downing was President of FPM L.L.C., a heat-treating company in Elk Grove Village, Illinois, after joining the company in January 2001 as Vice President and CFO. From July 1998 to December 2000, Mr. Downing was Vice President and Controller for Thermo-King, a unit of Ingersoll-Rand Company Limited, which manufactures transport refrigeration equipment.

Mr. Samir A. Haidar is Vice President – International of the Company, and has held such position since April 2006. Prior to that time and since 1987, Mr. Haidar has held several positions with the Company, most recently as Director of Business Development.

Mr. Randall S. Hester is Vice President – Human Resources of the Company and has held such position since April 2006. Prior to that time and since 1999, Mr. Hester was most recently a Director of Human Resources for Level 3 Communications, L.L.C.

Mr. Tim J. Paymal is Corporate Controller of the Company, and has held such position since January 2005, when he joined the Company. Prior to that time and since 1996, Mr. Paymal was most recently an Audit Senior Manager with Deloitte & Touche LLP.

Mr. Mark A. Roth is Vice President of Corporate Development of the Company, and has held such position since March 2007. Mr. Roth joined Lindsay in 2004, as Director of Corporate Development. Prior to that time and since March 2001, Mr. Roth was an Associate with McCarthy Group, Inc., a Midwest-based investment bank and private equity fund. From January 1998 through February of 2001, Mr. Roth was a Senior Credit Analyst at US Bancorp.

Mr. Barry A. Ruffalo is President of North America Irrigation of the Company, and has held such position since March of 2007, when he joined the Company. Mr. Ruffalo was most recently a Director of North American Operations for Joy Global Inc., since February 2007. Prior to that time and since 1996, Mr. Ruffalo held various positions of increasing responsibility with Case New Holland; the last 5five years were spent in Operations Management within the Tractor and the Hay and Forage divisions for both the Case IH and New Holland brands.

Mr. Tim J. Paymal is Vice President and Chief Accounting Officer (“CAO”) of the Company. Mr. Paymal joined Lindsay in January 2005, as Corporate Controller and was promoted to Vice President and Chief Accounting Officer in April 2008. Prior to that time and since 1996, Mr. Paymal was most recently an Audit Senior Manager with Deloitte & Touche LLP.

Mr. Dan G. Keller joined the Company in April 2008 as Vice President of Human Resources. From December 2006 until most recently, Mr. Keller was a Director of Human Resources for Johnson & Johnson. Prior to that time and since June, 1994, Mr. Keller was with Pfizer Inc., the last seven years as a Director of Human Resources.

Mr. Mark A. Roth is Vice President of Corporate Development and Treasurer of the Company. Mr. Roth joined Lindsay in 2004, as Director of Corporate Development and was promoted to Vice President of Corporate Development in March 2007, adding Treasurer to his role in April 2008. Prior to that time and since March 2001, Mr. Roth was an Associate with McCarthy Group, Inc., a Midwest-based investment bank and private equity fund. From January 1998 through February of 2001, Mr. Roth was a Senior Credit Analyst at US Bancorp.

Ms. Lori L. Zarkowski is Corporate Controller of the Company, and has held such position since April 2008. Ms. Zarkowski joined Lindsay in June 2007 as Corporate Reporting Manager and was promoted to Corporate Controller in April 2008. Prior to that time and since 1997, Ms. Zarkowski was most recently an Audit Senior Manager with Deloitte & Touche LLP.

Mr. Douglas A. Taylor is Vice President and Chief Information Officer (“CIO”) of the Company. He joined the Company in May 2005 as the ~~Chief Information Officer. Mr. Taylor~~CIO and was ~~recently~~ promoted to Vice President and CIO in October 2006. From 2004 through early 2005, Mr. Taylor was a Technology Consultant. Prior to that time and since 1999, Mr. Taylor held several positions with ConAgra Foods, most recently as the Vice President of Process and Systems Integration, Vice President of Financial Systems, and Director of Information Systems.

Mr. Eric R. Arneson joined the Company in April 2008 as Vice President, General Counsel and Secretary. Prior to joining Lindsay and since January 1999, Mr. Arneson practiced law with the law firm of Kutak Rock LLP, and was most recently a partner of the firm.

ITEM 6 —Selected Financial Data


	For the years ended August 31,															For the Years Ended August 31,
(in millions, except per share amounts)	2007			2006			2005			2004			2003
In millions, except per share amounts																2008			2007			2006			2005			2004
Operating revenues (1)	$	281.9		$	226.0		$	177.3		$	196.7		$	163.4		$	475.1		$	281.9		$	226.0		$	177.3		$	196.7
Gross profit		69.7			48.2			33.6			39.5			39.7			123.8			69.7			48.2			33.6			39.5
Selling, general and administrative, and engineering and research expenses		46.0			32.7			28.1			27.5			23.4
Operating expenses																	61.6			46.0			32.7			28.1			27.5
Operating income		23.8			15.5			5.5			12.0			16.4			62.2			23.8			15.5			5.5			12.0
Net earnings		15.6			11.7			4.8			9.3			12.9			39.4			15.6			11.7			4.8			9.3
Net diluted earnings per share		1.31			1.00			0.41			0.78			1.08			3.20			1.31			1.00			0.41			0.78
Cash dividends per share		0.265			0.245			0.225			0.205			0.155			0.285			0.265			0.245			0.225			0.205
Property, plant and equipment, net		44.3			27.0			17.3			16.4			13.9			57.6			44.3			27.0			17.3			16.4
Total assets		242.2			192.2			134.8			139.0			131.2			326.9			242.2			192.2			134.8			139.0
Long-term obligations		31.8			25.7			—			—			—			25.6			31.8			25.7			—			—
Return on sales		5.5	%		5.2	%		2.7	%		4.7	%		7.9	%		8.3	%		5.5	%		5.2	%		2.7	%		4.7	%
Return on beginning assets (2)		8.1	%		8.7	%		3.5	%		7.1	%		11.2	%		16.3	%		8.1	%		8.7	%		3.5	%		7.1	%
Diluted weighted average shares		11,964			11,712			11,801			11,947			11,896			12.324			11.964			11.712			11.801			11.947

ITEM 7 —Management’s Discussion and Analysis of Financial Condition and Results of Operations

Concerning Forward-Looking Statements-— This Annual Report on Form 10-K contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not historical are forward-looking and reflect expectations for future Company performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s worldwide web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect”, “anticipate”, “estimate”, “believe”, “intend”, and similar expressions generally identify forward-looking statements. The entire section entitled Market Conditions and Fiscal ~~2008~~2009 Outlook should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section contained in Item 1.1A. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. The risks and uncertainties described herein are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company’s financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

~~Overview-~~Overview

The Company manufactures and marketsZimmatic, Greenfield, Stettyn,andPerrotcenter pivot, lateral move, and hose reel irrigation systems. The Company also produces irrigation controls, chemical injection systems and remote monitoring and control systems which it sells under itsGrowSmartbrand. These products are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. Through its acquisition of Watertronics in 2008, the Company has been able to enhance its capabilities in providing innovative, turn-key solutions to customers through the integration of its proprietary pump stations, controls and designs. The Company sells its irrigation products primarily to a world-wide independent dealer network, who resell to their customer, the farmer. The Company’s principal irrigation manufacturing facilities are located in Lindsay, Nebraska, USA. The Company also has irrigation production facilities in France, South Africa, Brazil and ~~Brazil.~~Hartland, Wisconsin, USA. The Company also manufactures and markets various infrastructure products, including movable barriers for traffic lane management, crash cushions, preformed reflective pavement tapes and other road safety devices, through its wholly-owned subsidiaries BSI (located in Rio Vista, California) and Snoline (located in Milan, Italy). In addition, the Company’s infrastructure segment produces large diameter steel tubing, and provides outsourced manufacturing and production services for other companies.

Key factors which impact demand for the Company’s irrigation products include agricultural commodity prices, crop yields, weather, environmental regulations, availability of financing and interest rates. Higher crop prices, improved U.S. Department of Agriculture (“USDA”) projected Net Farm income, and improved farmer sentiment created favorable market conditions for domestic irrigation equipment sales during fiscal ~~2007.~~2008. International sales were primarily influenced by the same factors affecting the domestic market. A key factor which impacts demand for the Company’s infrastructure products is the amount of spending authorized by governments to improve road and highway systems. Much of the U.S. highway infrastructure market is driven by government spending programs. For example, the U.S. government funds highway and road improvements through the Federal Highway Program. This program provides funding to improve the nation’s roadway system. Matching funding from the various states may be required as a condition of federal funding.

The Company will continue to focus on opportunities for growth both organically and through attractive acquisitions. On ~~December 27, 2006,~~January 24, 2008, the Company completed the acquisition of ~~Snoline.~~Watertronics. The acquisition reflects the execution of the Company’s strategy to grow its ~~infrastructure~~irrigation business with additional proprietary ~~infrastructure~~irrigation products. In addition, on November 9, 2007, the Company completed the acquisition of certain assets of Traffic Maintenance Attenuators, Inc. and Albert W. Unrath, Inc. The Company sees opportunities to create shareholder value through ~~manufacturing synergies, supporting Snoline’s expansion in Europe and in international expansion where~~ the ~~Company can provide support through its local entities. With Snoline added to~~acquisition of product line extensions that will enhance the Company’s ~~previously-existing infrastructure business, the Company has significantly enhanced its position in the road~~highway safety ~~markets.~~product offering, globally.

~~Over the past seven years,~~Since 2001, the Company has added the operations in Europe, South America, South Africa and ~~South Africa.~~China. The addition of those operations has allowed the Company to strengthen its market position in those

regions, yet they remain relatively small in scale. None of the international operations has achieved the operating ~~leverage~~margin of the United States based irrigation operations.

~~Recent~~Recently Issued Accounting Pronouncements~~- On July 13, 2006, the FASB issued Interpretation 48,~~~~Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No 109~~(“FIN 48”). FIN 48 provides a consistent recognition threshold and measurement attribute, as well as clear criteria for recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. The Interpretation also requires expanded disclosure with respect to uncertain income tax positions. FIN 48 will be effective for the Company beginning in the first quarter of fiscal year 2008. Based on management’s evaluation as of August 31, 2007, the Company does not believe that FIN 48 will have a material impact on its consolidated financial statements.

In September 2006, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~SFAS~~Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value Measurements(“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 will be effective for the Company beginning in the first quarter of fiscal year 2009. ~~Management is currently assessing the effect of~~The Company does not expect this pronouncement ~~on the Company’s consolidated financial statements.~~

~~In September 2006, the FASB issued SFAS No. 158,~~~~Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,~~(“SFAS No. 158”). This Statement requires recognition of the funded status of a single-employer defined benefit postretirement plan as an asset or liability in its statement of financial position. Funded status is determined as the difference between the fair value of plan assets and the benefit obligation. Changes in that funded status should be recognized in other comprehensive income. The Company’s adoption of SFAS No. 158 as of August 31, 2007 did notto have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities,(“SFAS No. 159”). This Statement, which is expected to expand fair value measurement, permits entities to elect to measure many financial instruments and certain other items at fair value. SFAS No. 159 will be effective for the Company beginning in the first quarter of fiscal year 2009. ~~Management is currently assessing the effect of~~The Company does not expect this pronouncement ~~on the Company’s consolidated financial statements.~~

On September 13, 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”), which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifyingto have a ~~current year misstatement. SAB 108 was adopted by the Company as of August 31, 2007. Adopting this pronouncement had no~~material impact on the Company’s consolidated financial statements.

On September 7, 2006, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 06-4,Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,(“EITF 06-4”) and on March 15, 2007, the Task Force reached a consensus on EITF Issue No. 06-10,Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements, (“(“EITF 06-10”). The scope of these two Issues relates to the recognition of a liability and related compensation costs for endorsement split-dollar life insurance arrangements and for collateral assignment split-dollar life insurance arrangements, respectively.

EITF 06-4 and EITF 06-10 are both effective for the Company beginning in the first quarter of fiscal year 2009. The Company does not expect either to have a material impact on the Company’s consolidated financial statements.

OnIn December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations(“SFAS No. 141R”). SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141R will be effective for the Company for business combinations for which the acquisition date is on or after September ~~7, 2006,~~1, 2009. Management is currently assessing the ~~Task Force reached a consensus~~effect of this pronouncement on ~~EITF Issue~~any future acquisitions by the Company.

In March 2008, the FASB issued SFAS No. ~~06-5,~~161,~~Accounting for Purchases of Life Insurance – Determining~~Disclosures about Derivative Instruments and Hedging Activities — an amendment to SFAS No. 133(“SFAS No. 161”), which requires enhanced disclosures about how derivative and hedging activities affect the ~~Amount That Could Be Realized in Accordance with FASB Technical Bulletin~~Company’s financial position, financial performance and cash flows. SFAS No. ~~85-4, Accounting for Purchases of Life Insurance~~(“EITF 06-5”). The scope of EITF 06-5 consists of six separate issues relating to accounting for life insurance policies purchased by entities protecting against the loss of “key persons.” The six issues are clarifications of previously issued guidance in FASB Technical Bulletin No. 85-4. EITF 06-5 is161 will be effective for the Company beginning in the ~~first~~second quarter of its fiscal year 2009. This pronouncement will result in enhanced disclosures in the Company’s future reports, but is not expected to have an impact on the Company’s consolidated financial statements.

In May 2008, FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles(“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (“GAAP”). SFAS No. 162 will be effective November 15, 2008. The Company does not expect itthis pronouncement to have a material impact on the Company’s consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3,Determination of the Useful Life of Intangible Assets(“FSP No. FAS 142-3”). FSP No. FAS 142-3 requires companies estimating the useful life of a recognized intangible asset to consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, to consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s,Goodwill and Other Intangible Assets,entity-specific factors. FSP No. FAS 142-3 will be effective for the Company beginning in the first quarter of its fiscal year 2010. Management is currently assessing the effect of this pronouncement on the Company’s consolidated financial statements.

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), management must make a variety of decisions which impact the reported amounts and the related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, management applies judgment based on its understanding and analysis of the relevant facts and circumstances. Certain of the Company’s

accounting policies are critical, as these policies are most important to the presentation of the Company’s consolidated results of operations and financial condition. They require the greatest use of judgments and estimates by management based on the Company’s historical experience and management’s knowledge and understanding of current facts and circumstances. Management periodically re-evaluates and adjusts the estimates that are used as circumstances change. There were no significant changes to the Company’s critical accounting policies during fiscal ~~2007.~~2008.

Following are the accounting policies management considers critical to the Company’s consolidated results of operations and financial condition:

Inventories

— Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for the Company’s Lindsay, Nebraska inventory and two warehouses in Idaho and Texas. Cost is determined by the first-in, first-out (FIFO) method for inventory at the Company’s Omaha, Nebraska warehouse, BSI, Watertronics and non-U.S. warehouse locations. Cost is determined by the weighted average cost method for inventory at the Company’s other operating locations in Washington State, France, Brazil, ~~Snoline~~Italy and South Africa. At all locations, the Company reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory.

Note A to the consolidated financial statements provides a summary of the significant accounting policies followed in the preparation of the consolidated financial statements. Other footnotes describe various elements of the financial statements and the assumptions on which specific amounts were determined. While actual results could differ from those estimated at the time of the preparation of the consolidated financial statements, management is committed to preparing financial statements which incorporate accounting policies, assumptions, and estimates that promote the representational faithfulness, verifiability, neutrality, and transparency of the accounting information included in the consolidated financial statements.

Results of Operations

The following “Fiscal 2008 Compared to Fiscal 2007” and the “Fiscal 2007 Compared to Fiscal 2006” ~~and the “Fiscal 2006 Compared to Fiscal 2005”~~ sections present an analysis of the Company’s consolidated operating results displayed in the Consolidated Statements of Operations and should be read together with the industry segment information in Note R to the consolidated financial statements.

Fiscal 2008 Compared to Fiscal 2007

The following table provides highlights for fiscal 2008 compared with fiscal 2007:


	For the Years Ended						Percent
	August 31,						Increase
$ in thousands	2008			2007			(Decrease)
Consolidated
Operating revenues	$	475,087		$	281,857			68.6	%
Cost of operating revenues	$	351,255		$	212,125			65.6	%
Gross profit	$	123,832		$	69,732			77.6	%
Gross margin		26.1	%		24.7	%
Operating expenses (1)	$	61,593		$	45,973			34.0	%
Operating income	$	62,239		$	23,759			162.0	%
Operating margin		13.1	%		8.4	%
Interest expense	$	(3,035	)	$	(2,399	)		26.5	%
Interest income	$	1,735		$	2,162			(19.8	%)
Other income (expense), net	$	172		$	611			(71.8	%)
Income tax provision	$	21,706		$	8,513			155.0	%
Effective income tax rate		35.5	%		35.3	%
Net earnings	$	39,405		$	15,620			152.3	%
Irrigation Equipment Segment (See Note R)
Operating revenues	$	374,906		$	216,480			73.2	%
Operating income (2)	$	75,544		$	33,460			125.8	%
Operating margin (2)		20.2	%		15.5	%
Infrastructure Products Segment
Operating revenues	$	100,181		$	65,377			53.2	%
Operating income (2)	$	16,705		$	14,196			17.7	%
Operating margin (2)		16.7	%		21.7	%


(1)		Includes $30.0 million and $23.9 million of unallocated general and administrative expenses for fiscal 2008 and fiscal 2007, respectively.

(2)		Excludes unallocated general and administrative expenses.

Revenues

Operating revenues for fiscal 2008 increased by $193.2 million or 69% from fiscal 2007. This increase was attributable to a 73% increase in irrigation equipment revenues and a 53% increase in infrastructure product revenues.

Domestic irrigation revenues increased $92.2 million or 63% over fiscal 2007. The increase in revenues was a result of increased volume and price increases implemented throughout the year, triggered by rising input costs. Even though unit prices increased, overall demand in the U.S. irrigation market remained strong as a result of higher crop prices and improved USDA projected Net Farm income. The Company experienced robust demand for its irrigation equipment, driven by high economic returns for farmers, global food requirements, biofuel demand, agricultural development, and water use efficiency demands. In addition, the most current USDA projected Net Farm Income is up 10.3% in crop year 2008 over the 2007 crop year.

International irrigation revenues increased $66.2 million or 95% over fiscal 2007, with the most significant demand growth in Australia, Brazil, China, Latin America and Europe. Higher commodity prices and expanded agricultural development in many regions have increased the demand for the Company’s yield-enhancing irrigation systems. The continued need to improve farm efficiency in food production has driven the expansion of the mechanized irrigation market globally.

Infrastructure products segment revenues increased by $34.8 million or 53% compared to fiscal 2007. The increased infrastructure revenues are attributable to BSI’s range of crash cushions and moveable barrier products, the

1517

Diversified Manufacturing business and Snoline. Fiscal year 2008 includes a full year of Snoline’s financial results while fiscal 2007 included only eight months of Snoline results. The Company continues to see strong domestic and international interest in BSI’s movable barrier and crash cushion product lines. The Company has expanded its presence in crash cushions and other road safety products in Europe through its Snoline subsidiary. The Company expects to see continued long-term growth from these businesses.

Gross Margin

Gross margin was 26.1% for fiscal 2008 compared to 24.7% for the prior fiscal year. The gross margin improvement was primarily a result of a continuation of improved irrigation margins. While gross margin improved on irrigation products compared to the prior fiscal year, gross margin on infrastructure products decreased, primarily as a result of unfavorable product mix, manufacturing variances, and higher steel costs. The Company’s on-going cost reduction process and Lean Manufacturing initiatives, coupled with pricing discipline and strong equipment demand allowed the Company to achieve higher efficiency in its Lindsay, Nebraska factory.

Operating Expenses

The Company’s operating expenses for fiscal 2008 increased $15.6 million or 34% over the prior year. The increase in operating expenses for the year is primarily attributable to the inclusion of Watertronics, acquired in January 2008, a full year of Snoline operating expenses and higher personnel related expenses, resulting from adding personnel in key growth supporting positions in fiscal 2008.

Interest Expense and Interest Income

Interest expense for fiscal 2008 increased by $0.6 million compared to the prior year. The increase in interest expense was primarily due to the borrowings incurred to finance the acquisitions of Snoline and Watertronics.

Interest income for fiscal 2008 of $1.7 million decreased $0.4 million from fiscal 2007 primarily due to the Company’s lower interest bearing deposits and bond balances compared to the prior year. Interest bearing deposits were lower due to the working capital needs of the business.

Taxes

The effective tax rate for fiscal 2008 was comparable to the effective tax rate for fiscal 2007. The Company’s effective tax rate of 35.5% for fiscal 2008 was higher than the U.S. statutory tax rate primarily due to state, local and foreign taxes. These items were partially offset by federal tax-exempt interest income on the investment portfolio, the Section 199 domestic production activities deduction, a reduction in the tax rate for deferred tax items and other tax credits. The effective tax rate was also reduced by a correction of previously recorded tax expense related to Section 162(m) of the Internal Revenue Code, which resulted in a $0.5 million or $0.04 per diluted share reduction to fiscal 2008 income tax expense. This correction is further discussed in Note E to the consolidated financial statements.

The Company expects its effective tax rate in fiscal 2009, exclusive of any unusual transactions or tax events, to be in the range of 34% to 36%.

Net Earnings

Net earnings were $39.4 million, or $3.20 per diluted share, for fiscal 2008, compared with $15.6 million, or $1.31 per diluted share, for fiscal 2007.

Fiscal 2007 Compared to Fiscal 2006

The following table provides highlights for fiscal 2007 compared with fiscal 2006:


	For the Years Ended									For the Years Ended						Percent
	August 31,						% Increase			August 31,						Increase
($ in thousands)	2007			2006			(Decrease)
Consolidated:
$ in thousands										2007			2006			(Decrease)
Consolidated
Operating revenues	$	281,857		$	226,001			24.7	%	$	281,857		$	226,001			24.7	%
Cost of operating revenues	$	212,125		$	177,760			19.3		$	212,125		$	177,760			19.3	%
Gross profit	$	69,732		$	48,241			44.5		$	69,732		$	48,241			44.5	%
Gross margin		24.7	%		21.3	%					24.7	%		21.3	%
Selling, general and administrative, and engineering and research expenses	$	45,973		$	32,739			40.4
Operating expenses (1)										$	45,973		$	32,739			40.4	%
Operating income	$	23,759		$	15,502			53.3		$	23,759		$	15,502			53.3	%
Operating margin		8.4	%		6.9	%					8.4	%		6.9	%
Interest expense	$	(2,399	)	$	(697	)		244.2		$	(2,399	)	$	(697	)		244.2	%
Interest income	$	2,162		$	2,101			2.9		$	2,162		$	2,101			2.9	%
Other income, net	$	611		$	503			21.5
Other income (expense), net										$	611		$	503			21.5	%
Income tax provision	$	8,513		$	5,709			49.1		$	8,513		$	5,709			49.1	%
Effective income tax rate		35.3	%		32.8	%					35.3	%		32.8	%
Net earnings	$	15,620		$	11,700			33.5		$	15,620		$	11,700			33.5	%

Irrigation Equipment Segment (See Note R)
Goodwill		1,495			1,423			5.1
Operating revenues	$	216,480		$	193,673			11.8		$	216,480		$	193,673			11.8	%
Operating income (1)	$	33,460		$	25,513			31.1
Operating margin		15.5	%		13.2	%

Infrastructure Segment (See Note R)
Goodwill		15,350			9,706			58.1
Operating income (2)										$	33,460		$	25,513			31.1	%
Operating margin (2)											15.5	%		13.2	%
Infrastructure Products Segment
Operating revenues	$	65,377		$	32,328			102.2		$	65,377		$	32,328			102.2	%
Operating income (1)	$	14,196		$	7,055			101.2
Operating margin		21.7	%		21.8	%
Operating income (2)										$	14,196		$	7,055			101.2	%
Operating margin (2)											21.7	%		21.8	%

Gross Margin

Gross margin was 24.7% for fiscal 2007 compared to 21.3% for ~~the prior~~ fiscal ~~year.~~2006. The gross margin improvement was primarily a result of a continuation of improved irrigation margins and the inclusion of the new infrastructure acquisitions. The Company’s on-going cost reduction process, coupled with pricing discipline and strong equipment demand that allowed the Company to maintain higher efficiency in its Nebraska factory, has been effective in moving irrigation margins higher. In addition, the inclusion of a full year of BSI sales and eight months of Snoline sales consisting of higher margin products led to an overall increase in the Company’s margin.

~~Selling, General and Administrative, and Engineering and Research~~Operating Expenses

The Company’s operating expenses for fiscal 2007 increased $13.2 million or 40% over ~~the prior year.~~fiscal 2006. Over 70% of the increase in operating expenses for the year is attributable to the inclusion of the full year of BSI and the acquisition of Snoline. Higher medical expenses, infrastructure product line development costs, and added personnel in key growth supporting positions also increased operating costs in fiscal 2007.

Interest ~~Income, Other Income,~~Expense and ~~Taxes~~Interest Income

Interest expense for fiscal 2007 increased by $1.7 million compared to the prior year. The increase in interest expense was primarily due to the borrowings incurred to finance the acquisitions of BSI and Snoline.

Interest income for fiscal 2007 of $2.2 million was essentially flat compared to fiscal 2006. The Company had lower interest bearing deposits and bond balances compared to ~~the prior year.~~2006. Interest bearing deposit balances were lower due to working capital needs of the business. The lower interest bearing deposit balances were offset by higher interest rates realized during the year.

~~Other income of $0.6 million for fiscal 2007 increased $0.1 million compared to fiscal 2006.~~Taxes

The Company’s effective tax rate of 35.3% for fiscal 2007 ~~is lower~~was higher than the ~~normal effective~~U.S. statutory tax rate primarily due to state and local taxes and other immaterial items. In addition, the effective tax rate was also increased by income tax expense of $0.5 million or $0.04 per share related to Section 162(m) of the Internal Revenue Code that was erroneously recognized. The error recorded in 2007 was corrected in 2008. These items were partially offset by federal tax-exempt interest income, the Section 199 domestic production activities deduction, the qualified export activities deduction, and other tax ~~credits These items were partially offset by state and local taxes, non-deductible officer’s compensation and other immaterial items.~~credits.

Net Earnings

Net earnings were $15.6 million, or $1.31 per diluted share, for fiscal 2007, compared with $11.7 million, or $1.00 per diluted share, for fiscal 2006.

~~Fiscal 2006 Compared to Fiscal 2005~~

~~The following table provides highlights for fiscal 2006 compared with fiscal 2005:~~

For the Years Ended
August 31, % Increase
($ in thousands) 2006 2005 (Decrease)
Consolidated
Operating revenues $ 226,001 $ 177,271 27.5 %
Cost of operating revenues $ 177,760 $ 143,700 23.7
Gross profit $ 48,241 $ 33,571 43.7
Gross margin 21.3 % 18.9 %
Selling, general and administrative and engineering and research expenses $ 32,739 $ 28,073 16.6
Operating income $ 15,502 $ 5,498 182.0
Operating margin 6.9 % 3.1 %
Interest expense $ (697 ) $ (159 ) 338.4
Interest income $ 2,101 $ 1,338 57.0
Other income, net $ 503 $ 273 84.2
Income tax provision $ 5,709 $ 2,112 170.3
Effective income tax rate 32.8 % 30.4 %
Net earnings $ 11,700 $ 4,838 141.8

Irrigation Equipment Segment (See Note R)
Goodwill 1,423 1,364 4.3
Operating revenues $ 193,673 $ 156,313 23.9
Operating income (2) $ 25,513 $ 17,280 47.6
Operating margin 13.2 % 11.1 %

Infrastructure Segment (See Note R)
Goodwill 9,706 — 100.0
Operating revenues $ 32,328 $ 20,958 54.3
Operating income (2) $ 7,055 $ 2,595 171.9
Operating margin 21.8 % 12.4 %


~~(2)~~		Excludes unallocated general & administrative expenses. Beginning in fiscal 2007, engineering and research expenses have been allocated to each of the Company’s reporting segments; prior year disclosures have been modified accordingly.

~~Revenues~~

Operating revenues for fiscal 2006 increased by $48.7 million or 28% from fiscal 2005. This increase was attributable to a 24% increase in irrigation equipment revenues and a 54% increase in infrastructure product revenues.

Domestic irrigation revenues increased $29.7 million or 28% over fiscal 2005. The increase in revenues was primarily a result of an increase in the volume of units shipped during the year. In addition, price increases implemented during the year increased revenues. Demand was generally affected by improved domestic farmer sentiment. Increased ethanol production continued to support the increase in corn prices experienced during fiscal 2006. USDA estimates placed corn usage for ethanol at approximately 18% of total corn usage for the 2006-2007 crop year and 34% higher than in the previous year. There were more than 100 ethanol biorefineries operating in the U.S., and more than 50 either under construction or expanding. Dry conditions in the western United States and stabilized crop prices created a stronger market for irrigation equipment.

International irrigation revenues increased $7.7 million or 15% over fiscal 2005. Most of the international revenue increase was realized in Latin America (excluding Brazil), China, Australia, New Zealand, and the Middle East. The agricultural sector in Brazil was depressed, in spite of the Brazilian government’s announced support plans which include debt extensions, lower interest rates and higher debt limits. During fiscal 2006, the Company experienced revenue growth in China. While the Company has been selling in China for a few years, in fiscal 2006, the

~~Company realized the benefits of a greater appreciation of its technology and government funding in support of efficient irrigation technology.~~

Infrastructure products segment revenues increased by $11.3 million or 54% compared to fiscal 2005. On June 1, 2006, the Company completed the acquisition of BSI a manufacturer of movable barrier systems and road safety products. This acquisition added $10.3 million of sales during the fourth quarter of fiscal 2006. The acquisition reflects the execution of the Company’s strategy to grow its infrastructure business with more proprietary infrastructure products. BSI has been a customer of the Company’s infrastructure products segment for many years, and the Company saw exciting opportunities to create shareholder value through manufacturing synergies, supporting BSI’s expansion in the United States and in international expansion where the Company can provide support through its local entities. With the addition of BSI, the Company continued to build its infrastructure revenues through proprietary products, commercial tubing, and selected contract manufacturing.

~~Gross Margin~~

Gross margin was 21.3% for fiscal 2006 compared to 18.9% for fiscal 2005. The improved margins resulted from the inclusion of higher margin BSI products, stronger effective pricing on irrigation equipment, and higher factory volume as compared to the prior year. During the fiscal year, the Company experienced rapidly rising costs in zinc and copper, which are approximately 11% and 4% respectively, of the cost of a standard irrigation pivot. At the same time, steel costs remained relatively stable. The Company believed that the stabilization of major input costs, such as steel, zinc and copper, would create an opportunity for further strengthening of irrigation and infrastructure gross margins. The Company proactively responded to the rising costs by passing-through multiple price increases on its products. The environment for passing-through and retaining those price increases was improved over fiscal 2005 due to overall higher product demand. The Company expected to be able to maintain or further increase prices allowing it to realize margin improvements as material costs stabilize. In addition, the Company realized benefits from manufacturing and scheduling improvements implemented at the Lindsay, Nebraska facility. The Company experienced improvements resulting from the higher volume and from the lean manufacturing principles implemented.

~~Selling, General and Administrative, and Engineering and Research Expenses~~

The Company’s operating expenses for fiscal 2006 increased $4.7 million or 17% over fiscal 2005. The increase in operating expenses for the year was primarily attributable to the inclusion of share based compensation expense of $1.7 million and the inclusion of $1.8 million of operating expenses relating to BSI in the fourth quarter.

~~Interest Income, Other Income, and Taxes~~

Net interest income during fiscal year 2006 of $1.4 million increased 19% from the $1.2 million earned during fiscal 2005. The increase was primarily the result of higher interest rates during 2006 when compared to the average interest rate earned in the prior year. Increased interest income in 2006 was partially offset by the interest expense incurred in 2006 on a $30.0 million term note used for the acquisition of BSI in June of 2006.

Other income, net, during the fiscal year 2006, increased $0.2 million when compared to the same period in fiscal year 2005. This increase primarily resulted from a foreign government grant to the Company’s South African subsidiary and higher other miscellaneous income in fiscal year 2006 compared to the same prior year period. These gains were partially offset by a loss of other income realized from a 39% minority ownership in a Canadian dealership due to the sale of this interest on September 1, 2005.

The Company’s effective tax rate for the income tax provision was 32.8% for fiscal year 2006 compared to 30.4% in the prior year. The increase was primarily due to a higher U.S. statutory rate due to the increase in taxable income, the continued phase-out of the qualified export activities deduction, higher state and local tax rates due to the increase in the number of state filings resulting from the BSI acquisition, and other immaterial items. These increases were partially offset by an increase in federal tax-exempt interest income, the domestic production activities deduction and a non-recurring tax benefit.

This non-recurring tax benefit of approximately $0.4 million included a credit adjustment of $0.1 million of prior estimated federal and state tax liabilities, a credit adjustment of $0.4 million of prior estimated deferred tax assets and liabilities due to the Company’s recently completed IRS Examination offset by less than $0.1 million of tax expense resulting from the Company’s recently completed state examination. This benefit reduced the Company’s effective tax rate by 2.5 points for the fiscal year ended August 31, 2006.

Overall, the Company benefits from a U.S. effective tax rate which is lower than the combined federal and state statutory rates primarily due to the domestic production activities deduction and the federal tax-exempt interest income on its investment portfolio.

Liquidity and Capital Resources

The Company requires cash for financing its receivables and inventories, paying operating costs and capital expenditures, and for dividends. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under ~~two~~three primary credit arrangements.

The Company’s cash and cash equivalents and marketable securities totaled $50.8 million at August 31, 2008 compared with $48.6 million at August 31, ~~2007 compared with $59.3 million at~~2007. At August 31, ~~2006.~~2008, the Company held no marketable securities. The Company’s marketable securities ~~consist~~at August 31, 2007 consisted primarily of tax-exempt investment grade municipal bonds.

The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with ~~two~~a commercial ~~banks~~bank under which it could borrow up to 2.3 million Euros, which equates to approximately USD ~~$3.1~~$3.4 million as of August 31, ~~2007,~~2008, for working capital purposes. The outstanding balance on this line of credit was ~~$0.7~~$1.8 million and $0$0.7 million as of August 31, ~~2007~~2008 and ~~2006,~~2007, respectively. Under the terms of the line of credit, borrowings, if any, bear interest at a variable rate in effect from time to time designated by the commercial banks as Euro ~~LIBOR~~OverNight Average plus ~~200~~150 basis points (all inclusive, ~~5.5%~~5.8% at August 31, ~~2007)~~2008).

The Company entered into an unsecured $30 million Term Note and Credit Agreement, each effective as of June 1, 2006, with Wells Fargo Bank, N.A. (collectively, the “BSI Term Note”) to partially finance the acquisition of BSI. Borrowings under the BSI Term Note bear interest at a rate equal to LIBOR plus 50 basis points. However, this variable interest rate has been converted to a fixed rate of 6.05% through an interest rate swap agreement with

the lender. Principal is repaid quarterly in equal payments of $1.1 million over a seven-year period ~~commencing~~that commenced September, 2006.

On December 27, 2006, the Company entered into an unsecured $13.2 million Term Note and Credit Agreement (the “Snoline Term Note”) with Wells Fargo Bank, N.A. in conjunction with the acquisition of ~~Snoline, S.P.A. and the holding company of Snoline, Flagship Holding Ltd.~~Snoline. Borrowings under the Snoline Term Note are guaranteed by the Company and bear interest at a rate equal to LIBOR plus 50 basis points. ~~However, this~~The Snoline Term Note is due in December of 2013. On the same day, the Company entered into a cross currency swap transaction obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period and to receive payments of $0.5 million per quarter. In addition, the variable interest rate ~~has been~~was converted to a fixed rate of 4.7% ~~through~~. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a ~~cross currency swap transaction~~10.0 million Euro seven-year Term Note at a fixed rate of 4.7%.

The Company entered into an unsecured $30.0 million Revolving Credit Note and Revolving Credit Agreement, each effective as of January 24, 2008, with Wells Fargo Bank, N.A. ~~This cross currency swap agreement also fixes~~(collectively, the ~~conversion~~“Revolving Credit Agreement”). The borrowings from the Revolving Credit Agreement will primarily be used for working capital purposes and funding acquisitions. The Company borrowed an initial amount of $15.0 million under the Revolving Credit Agreement during the second quarter of fiscal 2008 to partially fund the acquisition of Watertronics. The Company subsequently repaid the $15.0 million in the third quarter of fiscal 2008, leaving no outstanding balance and an unused borrowing capacity of $30.0 million under the Revolving Credit Agreement as of August 31, 2008.

Borrowings under the Revolving Credit Agreement bear interest at a rate ~~of Euros~~equal to ~~U.S. dollars for the Snoline Term Note at 1.3195. Principal~~LIBOR plus 50 basis points. Interest is repaid on a monthly or quarterly ~~in equal payments~~basis depending on loan type. If the Company had drawn on the Revolving Credit Agreement, the all-inclusive interest rate at August 31, 2008, would have been 3.00%. The Company also pays a commitment fee of ~~$0.5 million over a seven-year period commencing March 27, 2007. All borrowings under~~0.125% on the ~~Snoline Term Note are secured~~unused portion of the Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2010, which is the ~~acquired shares~~termination date of ~~Flagship and Snoline and are guaranteed by~~ the ~~Company.~~Revolving Credit Agreement.

The BSI Term Note, ~~and~~ the Snoline Term Note and the Revolving Credit Agreement (collectively, the “Notes”) ~~both~~each contain the same covenants, including certain covenants relating to Lindsay’s financial condition. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due ~~thereunder~~under the Notes may be declared to be immediately due and payable. At August 31, ~~2007,~~2008, the Company was in ~~violation of a~~compliance with all loan covenant not to exceed $7.0 million on capital expenditures in any fiscal year. During fiscal year 2007, the Company exceeded this amount by incurring $14.6 million of capital expenditures. The investment over the covenant amount was primarily for additions to the lease fleet of barrier and BTMs which generate revenue in future periods. The Company obtained a waiver of this default from Wells Fargo dated October 8, 2007 and does not feel that this covenant violation in any way inhibits the Company from being able to timely service the debt payments for either the BSI Term Note or the Snoline Term Note. The Company has subsequently obtained a permanent modification for this covenant from Wells Fargo. covenants.

The Company believes its current cash resources, ~~(including cash and marketable securities balances),~~ projected operating cash flow, and bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures, dividends, and other cash requirements, excluding potential acquisitions.

Cash flows provided by operations totaled ~~$10.1~~$30.5 million during the fiscal year ended August 31, ~~2007,~~2008, compared to ~~$14.4~~$10.1 million provided by operations during the same prior year period. The ~~$4.3~~$20.4 million ~~decrease~~increase in cash flows provided by operations was primarily due to ~~an $8.9 million increase in inventory,~~ a $2.3 million increase in other current assets, a $2.2 million increase in current taxes payable, and an increase of $1.2 million in other noncurrent assets and liabilities. These decreases in cash provided by operations were offset by a $3.9$29.1 million increase in cash provided by net income, ~~a $4.6 million increase~~partially offset by net increases in ~~accounts payable, and a $3.1 million increase in depreciation and amortization.~~cash used by working capital of $7.5 million.

Cash flows used in investing activities totaled ~~$42.7~~$6.3 million during the fiscal year ended August 31, ~~2007~~2008 compared to cash flows used in investing activities of ~~$24.2~~$42.7 million during the same prior year period. This ~~increase~~decrease in use of cash was primarily due to an increase of ~~$11.1 million of cash used in purchases of property, plant and equipment and a decrease of $24.7~~$39.2 million of cash provided by marketable securities ~~activities.~~activities and $1.1 million of cash provided from the settlement of a net investment hedge. This was partially offset by a ~~$17.7~~$4.3 million ~~decrease~~increase in cash used to acquire businesses. Capital expenditures were ~~$14.6~~$14.1 million and ~~$3.6~~$14.6 million during the fiscal ~~year~~years ended August 31, ~~2007~~2008 and ~~2006,~~2007, respectively. Capital expenditures were used primarily for updating manufacturing plant and equipment, expanding manufacturing capacity, further automating the Company’s facilities and increasing the ~~BSI~~ pool of ~~assets~~BSI’s moveable barrier and BTM^™fleet available for lease.

Cash flows provided by financing activities totaled ~~$9.5~~$5.2 million during the fiscal year ended August 31, ~~2007~~2008 compared to ~~$27.7~~$9.5 million of cash provided by financing activities during the same prior year period. The decrease in cash provided by financing is due primarily to a ~~decrease of $16.8 million of proceeds from issuance of long-term debt, offset by a $5.2~~$15.9 million increase inof cash used for principal payments on long-term debt. This was partially offset by an increase of $2.8 million of proceeds from the issuance of debt and borrowings under the line of credit as well as an increase of $9.2 million of proceeds from the issuance of common stock under stock compensation plans including excess tax benefits.

Inflation

The Company is subject to the effects of changing prices. During fiscal ~~2007,~~2008, the Company ~~realized stabilized pricing~~incurred higher prices for purchases of certain commodities, in particular steel, ~~and zinc products,~~ used in the production of its products. While the cost outlook for commodities used in the production of the Company’s products is not certain, management believes it can manage these inflationary pressures by introducing appropriate sales price adjustments and by actively pursuing internal cost reduction efforts, while further refining the Company’s inventory and raw materials risk management

system.

~~Off-Balance Sheet Arrangements~~

The Company has certain off balance sheet arrangements as described in Note Q to the consolidated financial statements. The Company does not believe these arrangements are reasonably likely to have a material effect on However, competitive market pressures may affect the Company’s ~~financial condition.~~ability to pass price adjustments along to its customers.

Contractual Obligations and Commercial Commitments

In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The table below sets forth the Company’s significant future obligations by time period. Where applicable, information included in the Company’s consolidated financial statements and notes is cross-referenced in this table.

~~($ in thousands)~~


										More
$ in thousands	Note			Less than		2-3		4-5		than 5
Contractual Obligations	Reference	Total		1 Year		Years		Years		Years
Leases	O	$	3,963	$	1,332	$	1,654	$	416	$	561
Term Note Obligation	M		31,796		6,171		12,342		12,342		941
Unrecognized Tax Benefits (1)	E		1,684		—		—		—		1,684
Interest Expense	M		4,804		1,653		2,263		871		17
Supplemental Retirement Plan	P		4,630		437		993		967		2,233

Total		$	46,877	$	9,593	$	17,252	$	14,596	$	5,436

More
Note Less than 2-3 4-5 than 5
Contractual Obligations Reference Total 1 year years years years
Leases O $ 3,056 $ 1,088 $ 1,197 $ 684 $ 87
Term Note Obligation M 37,967 6,171 12,342 12,342 7,112
Interest Expense M 8,219 2,218 3,392 2,000 609
Supplemental Retirement Plan P 4,262 368 944 898 2,052

Total $ 53,504 $ 9,845 $ 17,875 $ 15,924 $ 9,860


(1)		Future cash flows for unrecognized tax benefits reflect the recorded liability, including interest and penalties, in accordance with FIN 48 as of August 31, 2008. Amounts for which the year of settlement cannot be reasonably estimated have been included in the “More than 5 years” column.

Market Conditions and Fiscal ~~2008~~2009 Outlook

Strong market conditions, including high agricultural commodity prices, high net farm income and increased demand for the Company’s highway safety and traffic mitigation products helped make fiscal 2008 yet another record-setting year for Lindsay. As of the end of fiscal 2008, the Company’s order backlog was at year-end record levels.

In the irrigation segment, the Company believes that global population growth will continue to drive the need for higher ~~Net Farm Income~~productivity from agriculture and ~~improved farmer sentiment~~improvements in the ~~United States~~utilization of water resources. In addition, environmental concerns regarding the run-off of seeds and fertilizers used in agriculture, resulting from flood irrigated fields, continue to grow, which will drive the demand for more environmentally-friendly solutions. Demand for the Company’s equipment will benefit from those drivers and from expanded use and development of biofuels. Today, the Company’s irrigation systems are ~~favorable~~used in growing most large-acreage crops, including corn, where a growing amount of production has been used in ethanol production.

While there will be a growing demand for food and biofuels, there will also be growing demand for utilization of fresh water resources. Agricultural irrigation is the primary use of fresh water, globally, and the most common irrigation method in the world is flood or furrow irrigation, which uses, on average, twice as much water as an efficiently-designed mechanical irrigation system. The Company expects that the increasing demands on fresh water resources will drive long-term demand for the Company’s irrigation systems.

In the infrastructure segment, the Company believes that population growth and economic development will continue to be the impetus for expansion in demand for the Company’s products. The Company’s unique, patented, moveable barrier systems play a key role in reducing traffic congestion on bridges and roadways in major metropolitan areas around the world. While the Company’s crash cushion revenues are more closely tied to new highway construction, most of the Company’s products in the infrastructure segment are roadway safety oriented. The Company expects to see continued emphasis, globally, on reducing the traffic mortality rates, and increasing investment in highway safety products. Most developing countries have a long way to go to catch-up to the standards implemented in the U.S. and Europe, and the standards in developed countries are expected to further tighten.

As of August 31, 2008, at the end of the Company’s fiscal 2008 year, the Company had an order backlog of $92.3 million, an increase of 87% from $49.4 million at August 31, 2007. The irrigation segment backlog increased $48.0 million ($44.4 million prior to the inclusion of Watertronics) on strong demand in the domestic and international markets. The existing backlog represents a strong start to fiscal 2009, and the orders in backlog will be filled primarily during the first quarter of fiscal 2009. Approximately $13 million of the order backlog represents orders from dealers for inventory, in anticipation of Fall and Spring demand. Payment for the dealer-stock orders will be collected by the earlier of, approximately 30 days after the units are sold to growers, or February 28, 2009.

At the end of fiscal 2008, the Company’s balance sheet was in a positive net-cash position, with $50.8 million in cash and cash equivalents and $31.8 million of short and long-term debt. The Company also holds an unsecured $30.0 million Revolving Credit Note and Revolving Credit Agreement with Wells Fargo Bank, N.A. which, was fully available at year-end and will primarily be used for working capital purposes and funding acquisitions. The Company believes these cash and credit resources are sufficient to meet the operating needs of the Company.

Entering fiscal 2009, the Company is now faced with instability in the global financial markets, global recessionary concerns, and a significant reduction in agricultural commodity prices. These changes, which have occurred quite rapidly, may affect potential customers’ willingness to invest in agricultural irrigation equipment, and may impact government agencies’ ability to fund road and bridge infrastructure projects in the near-term. Notwithstanding these current issues, the long-term drivers for the Company’s ~~irrigation equipment. Globally, long-term drivers~~products and services remain ~~positive as population growth, the need for productivity improvements~~strong, and ~~fresh water constraints drive demand for the Company’s efficient irrigation technology. In addition,~~ the Company ~~expects~~believes the ~~federal highway program legislation enacted in 2005~~financial resources and capabilities are sufficient to ~~have a favorable impact on~~weather the infrastructure segment. Demand for the Company’s products may, however, be adversely affected by variable factors such as weather, crop prices and governmental action including funding delays. The Company will continue to create shareholder value by pursuing a balance of organic growth opportunities, attractive acquisitions, share repurchases and dividend payments.instability.

ITEM 7A —Quantitative and Qualitative Disclosures About Market Risk

The ~~market value of the Company’s investment securities fluctuates inversely with movements~~Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates ~~because all~~and foreign currency exchange rates. The Company uses these derivative instruments only to hedge exposures in the ordinary course of ~~these investment securities are debt instruments. Accordingly, during periods of rising interest rates, the market value of these securities will decline. However, the Company~~business and does not ~~consider itself~~invest in derivative instruments for speculative purposes. Exposure to ~~be subject to material market risks with respect to its portfolio of investment securities~~counterparty credit risk is considered low because the ~~maturity of these securities is relatively short, making their value less susceptible to interest rate fluctuations.~~Company’s derivative instruments have been entered into with a creditworthy institution.

The Company has manufacturing operations in the United States, France, Brazil, Italy and South Africa. The Company has sold products throughout the world and purchases certain of its components from third-party foreign suppliers. Export sales made from the United States are principally U.S. dollar denominated. Accordingly,

these sales are not subject to significant foreign currency transaction risk. However, a majority of the Company’s revenue generated from operations outside the United States is denominated in local currency. The Company’s most significant transactional foreign currency exposures are the Euro, Brazilian real, and the South African rand in relation to the U.S. dollar. Fluctuations in the value of foreign currencies create exposures, which can adversely affect the Company’s results of operations. ~~This exposure was not hedged as of August 31, 2007.~~

~~The Company’s~~In order to reduce translation exposure resulting from translating the financial statements of ~~foreign~~its international subsidiaries into U.S. dollars, ~~was not hedged as of~~the Company, at times, utilizes Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. At August 31, ~~2007.~~

~~The~~2008, the Company ~~uses certain financial derivatives to mitigate its exposure to volatility in interest rates and~~had one outstanding Euro foreign currency ~~exchange rates.~~forward contract to sell 15.5 million Euro on November 29, 2008 at a fixed price of $1.4658 USD per Euro. The forward spot rate at August 31, 2008 was $1.4578 USD per Euro. The Company’s foreign currency forward contract qualifies as a hedge of net investments in foreign operations under the provisions of SFAS No. 133. For the year ended August 31, 2008, the Company ~~uses these derivative instruments only~~received $1.1 million related to ~~hedge exposures~~gains for settled foreign currency forward contracts, which were included in ~~the ordinary course~~other comprehensive income as a part of ~~business and does not invest in derivative instruments for speculative purposes.~~currency translation adjustment, net of tax.

In order to reduce interest rate risk on the $30 million BSI Term Note, the Company has entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that converts the variable interest rate on the entire amount of these borrowings to a fixed rate of 6.05% per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt.

Similarly, the Company entered into a cross-currency swap transaction fixing the conversion rate of Euros to U.S. dollars for the Snoline Term Note at 1.3195 and obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate has been converted to a fixed rate of 4.7% ~~through a cross currency swap transaction entered into with Wells Fargo Bank, N.A.~~. This ~~cross currency swap agreement also fixes~~is approximately equivalent to converting the ~~conversion rate of Euros to dollars for the~~$13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year Term Note at ~~1.3195.~~a fixed rate of 4.7%. Under the terms of the cross currency swap, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt.

ITEM 8 —Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

~~To the~~The Board of Directors and Shareholders
Lindsay Corporation:

We have audited the accompanying consolidated balance sheets of Lindsay Corporation and subsidiaries (the Company) as of August 31, ~~2007~~2008 and ~~2006,~~2007, and the related consolidated statements of operations, ~~stockholders’~~shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended August 31, ~~2007.~~2008. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~the Company~~Lindsay Corporation and ~~its~~ subsidiaries as of August 31, ~~2007~~2008 and ~~2006,~~2007, and the results of ~~its~~ their operations and their cash flows for each of the years in the three-year period ended August 31, ~~2007,~~2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, ~~presents~~present fairly, in all material respects, the information set forth therein.

As discussed in ~~note P~~the notes to the accompanying consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48,Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, effective September 1, 2007 and Statement of Financial Accounting ~~Standard~~Standards (SFAS) No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement ~~Plans –~~ Plans—an amendment toof FASB Statements No. 87, 88, 106, and 132(R), as of August 31, 2007.

~~As discussed in note S to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation effective September 1, 2005.~~

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of August 31, ~~2007,~~2008, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated ~~November 12, 2007~~October 29, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial ~~reporting~~reporting.

/s/KPMG LLP

Omaha, Nebraska
~~November 12, 2007~~October 29, 2008

Lindsay Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS


	Years ended August 31,									Years ended August 31,
(in thousands, except per share amounts)	2007			2006			2005			2008			2007			2006
Operating revenues	$	281,857		$	226,001		$	177,271		$	475,087		$	281,857		$	226,001
Cost of operating revenues		212,125			177,760			143,700			351,255			212,125			177,760

Gross profit		69,732			48,241			33,571			123,832			69,732			48,241


Operating expenses:
Selling expense		17,396			12,932			11,031			25,177			17,396			12,932
General and administrative expense		23,897			17,066			14,377			30,010			23,897			17,066
Engineering and research expense		4,680			2,741			2,665			6,406			4,680			2,741

Total operating expenses		45,973			32,739			28,073			61,593			45,973			32,739


Operating income		23,759			15,502			5,498			62,239			23,759			15,502

Other income:
Other income (expense):
Interest expense		(2,399	)		(697	)		(159	)		(3,035	)		(2,399	)		(697	)
Interest income		2,162			2,101			1,338			1,735			2,162			2,101
Other income		611			503			273
Other income, net											172			611			503


Earnings before income taxes		24,133			17,409			6,950			61,111			24,133			17,409

Income tax provision		8,513			5,709			2,112			21,706			8,513			5,709


Net earnings	$	15,620		$	11,700		$	4,838		$	39,405		$	15,620		$	11,700


Basic net earnings per share	$	1.34		$	1.01		$	0.42		$	3.30		$	1.34		$	1.01


Diluted net earnings per share	$	1.31		$	1.00		$	0.41		$	3.20		$	1.31		$	1.00

Weighted average shares outstanding – basic		11,633			11,529			11,649

Weighted average shares outstanding – diluted		11,964			11,712			11,801
Weighted Average shares outstanding											11,936			11,633			11,529
Diluted effect of stock equivalents											388			331			183

Weighted average shares outstanding assuming dilution											12,324			11,964			11,712

Lindsay Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS


	August			August			August 31,			August 31,
($ in thousands, except par values)	2007			2006			2008			2007
ASSETS
Current assets:
Current Assets:
Cash and cash equivalents	$	21,022		$	43,344		$	50,760		$	21,022
Marketable securities		27,591			10,179			—			27,591
Receivables, net of allowances, $946 and $595, respectively		46,968			38,115
Receivables, net of allowance, $1,457 and $946, respectively								88,410			46,968
Inventories, net		41,099			26,818			53,409			41,099
Deferred income taxes		6,108			—			8,095			6,108
Other current assets		6,990			3,947			7,947			6,990

Total current assets		149,778			122,403			208,621			149,778

Long-term marketable securities		—			5,778
Property, plant and equipment, net		44,292			26,981			57,571			44,292
Other intangible assets, net		25,830			20,998			30,808			25,830
Goodwill, net		16,845			11,129			24,430			16,845
Other noncurrent assets		5,460			4,945			5,447			5,460

Total assets	$	242,205		$	192,234		$	326,877		$	242,205
									��

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current Liabilities:
Accounts payable	$	18,367		$	9,565		$	32,818		$	18,367
Current portion of long-term debt		6,171			4,286			6,171			6,171
Other current liabilities		26,964			23,619			43,458			25,994

Total current liabilities		51,502			37,470			82,447			50,532

Pension benefits liabilities		5,384			5,003			5,673			5,384
Long-term debt		31,796			25,714			25,625			31,796
Deferred income taxes		9,860			1,870			11,786			9,860
Other noncurrent liabilities		2,635			1,277			5,445			3,605

Total liabilities		101,177			71,334			130,976			101,177


Shareholders’ equity:
Preferred stock, ($1 par value, 2,000,000 shares authorized, no shares issued and outstanding)		—			—			—			—
Common stock, ($1 par value, 25,000,000 shares authorized, 17,744,458 and 17,600,686 shares issued and outstanding in 2007 and 2006, respectively)		17,744			17,600
Common stock, ($1 par value, 25,000,000 shares authorized, 18,055,292 and 17,744,458 shares issued and outstanding in 2008 and 2007, respectively)								18,055			17,744
Capital in excess of stated value		11,734			5,896			26,352			11,734
Retained earnings		204,750			192,319			239,676			204,750
Less treasury stock (at cost, 5,998,448 and 6,048,448 shares in 2007 and 2006, respectively)		(95,749	)		(96,547	)
Less treasury stock (at cost, 5,843,448 and 5,998,448 shares in 2008 and 2007, respectively)								(93,275	)		(95,749	)
Accumulated other comprehensive income, net		2,549			1,632			5,093			2,549

Total shareholders’ equity		141,028			120,900			195,901			141,028

Total liabilities and shareholders’ equity	$	242,205		$	192,234		$	326,877		$	242,205

Lindsay Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME


								Capital in								Accumulated													Capital in								Accumulated
	Shares of		Shares of					excess of								other			Total			Shares of		Shares of					excess of								other			Total
	Common		Treasury			Common		stated		Retained			Treasury			comprehensive			Shareholders’			Common		Treasury			Common		stated		Retained			Treasury			comprehensive			Shareholders’
(in thousands, except per share amounts)	stock		stock			stock		value		earnings			stock			income (loss)			equity			stock		stock			stock		value		earnings			stock			income (loss)			equity
Balance at August 31, 2004		17,493,841		5,724,069			17,494		2,966		181,209			(89,898	)		413			112,184

Balance at August 31, 2005																							17,568,084		6,048,448			17,568		3,690		183,444			(96,547	)		1,175			109,330
Comprehensive income:
Net earnings		—		—			—		—		4,838			—			—			4,838			—		—			—		—		11,700			—			—			11,700
Other comprehensive income:
Unrealized net loss on available for sale securities, net of tax for sale securities, net of tax		—		—			—		—		—			—			(321	)		(321	)
Currency translation		—		—			—		—		—			—			1,382			1,382
Minimum pension liability, net of tax		—		—			—		—		—			—			(299	)		(299	)

Total comprehensive income																				5,600
Cash dividends ($0.225) per share		—		—			—		—		(2,603	)		—			—			(2,603	)
Purchases of 324,379 shares of common stock				324,379										(6,649	)					(6,649	)
Exercise of employee stock options		74,243		—			74		588		—			—			—			662
Stock option tax benefits		—		—			—		136		—			—			—			136

Balance at August 31, 2005		17,568,084		6,048,448			17,568		3,690		183,444			(96,547	)		1,175			109,330

Comprehensive income:
Net earnings		—		—			—		—		11,700			—			—			11,700
Other comprehensive income:
Unrealized net gain on available for sale securities, net of tax for sale securities, net of tax		—		—			—		—		—			—			44			44
Currency translation		—		—			—		—		—			—			612			612
Minimum pension liability, net of tax		—		—			—		—		—			—			149			149
Unrealized loss on cash flow hedge, net of tax		—		—			—		—		—			—			(348	)		(348	)
Other comprehensive income																							—		—			—		—		—			—			457			457

Total comprehensive income																				12,157																					12,157
Cash dividends ($0.245) per share		—		—			—		—		(2,825	)		—			—			(2,825	)		—		—			—		—		(2,825	)		—			—			(2,825	)
Exercise of employee stock options		32,602		—			32		488		—			—			—			520			32,602		—			32		488		—			—			—			520
Stock option tax benefits		—		—			—		25		—			—			—			25			—		—			—		25		—			—			—			25
Share-based compensation expense		—		—			—		1,693		—			—			—			1,693			—		—			—		1,693		—			—			—			1,693

Balance at August 31, 2006		17,600,686		6,048,448			17,600		5,896		192,319			(96,547	)		1,632			120,900			17,600,686		6,048,448			17,600		5,896		192,319			(96,547	)		1,632			120,900

Comprehensive income:
Net earnings		—		—			—		—		15,620			—			—			15,620			—		—			—		—		15,620			—			—			15,620
Other comprehensive income:
Unrealized net gain on available for sale securities, net of tax for sale securities, net of tax		—		—			—		—		—			—			78			78
Currency translation		—		—			—		—		—			—			1,354			1,354
Minimum pension liability, net of tax		—		—			—		—		—			—			(112	)		(112	)
Unrealized loss on cash flow hedges, net of tax		—		—			—		—		—			—			(215	)		(215	)
Other comprehensive income																							—		—			—		—		—			—			1,105			1,105

Total comprehensive income																				16,725																					16,725
Cash dividends ($0.265) per share		—		—			—		—		(3,090	)		—			—			(3,090	)		—		—			—		—		(3,090	)		—			—			(3,090	)
Exercise of employee stock options		143,772		(50,000	)		144		2,507		(99	)		798			—			3,350			143,772		(50,000	)		144		2,507		(99	)		798			—			3,350
Stock option tax benefits		—		—			—		1,157		—			—			—			1,157			—		—			—		1,157		—			—			—			1,157
Share-based compensation expense		—		—			—		2,174		—			—			—			2,174			—		—			—		2,174		—			—			—			2,174
Adjustment to initially apply FASB Statement No. 158, net of tax		—		—			—		—		—			—			(188	)		(188	)		—		—			—		—		—			—			(188	)		(188	)


Balance at August 31, 2007		17,744,458		5,998,448		$	17,744	$	11,734	$	204,750		$	(95,749	)	$	2,549		$	141,028			17,744,458		5,998,448			17,744		11,734		204,750			(95,749	)		2,549			141,028

Adoption of FIN 48																							—		—			—		—		(756	)		—			—			(756	)

Balance at September 1, 2007																							17,744,458		5,998,448			17,744		11,734		203,994			(95,749	)		2,549			140,272
Comprehensive income:
Net earnings																							—		—			—		—		39,405			—			—			39,405
Other comprehensive income																							—		—			—		—		—			—			2,544			2,544

Total comprehensive income																																									41,949
Cash dividends ($0.285) per share																							—		—			—		—		(3,419	)		—			—			(3,419	)
Exercise of employee stock options																							310,834		(155,000	)		311		4,048		(304	)		2,474			—			6,529
Stock option tax benefits																							—		—			—		7,263		—			—			—			7,263
Share-based compensation expense																							—		—			—		3,307		—			—			—			3,307

Balance at August 31, 2008																							18,055,292		5,843,448		$	18,055	$	26,352	$	239,676		$	(93,275	)	$	5,093		$	195,901

Lindsay Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS


	August			August			August			Years Ended August 31,
($ in thousands)	2007			2006			2005			2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	15,620		$	11,700		$	4,838		$	39,405		$	15,620		$	11,700
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization		7,160			4,081			3,481
Amortization of marketable securities premiums, net		39			204			248
(Gain) loss on sale of property, plant and equipment		(67	)		(114	)		37
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization.											9,253			7,160			4,081
Amortization of marketable securities premiums (discounts), net											(15	)		39			204
Gain on sale of property, plant and equipment											(9	)		(67	)		(114	)
Provision for uncollectible accounts receivable		60			95			88			75			60			95
Deferred income taxes		(2,630	)		(3,689	)		(1,140	)		(886	)		(2,630	)		(3,689	)
Equity in net earnings of equity method investments		—			(4	)		(257	)
Share-based compensation expense		2,174			1,739			—
Stock-based compensation expense											3,516			2,174			1,739
Other, net		(78	)		(65	)		152			12			(78	)		(69	)
Changes in assets and liabilities:
Receivables, net		(3,497	)		(5,183	)		6,203			(37,267	)		(3,497	)		(5,183	)
Inventories, net		(10,925	)		(2,030	)		828			(7,959	)		(10,925	)		(2,030	)
Other current assets		(2,606	)		(332	)		(45	)		113			(2,606	)		(332	)
Accounts payable		4,335			(310	)		(2,429	)		12,038			4,335			(310	)
Other current liabilities		1,604			5,903			(3,031	)		10,748			1,604			5,903
Current taxes payable		(349	)		1,898			257			3,357			(349	)		1,898
Other noncurrent assets and liabilities		(716	)		503			2,548			(1,868	)		(716	)		503

Net cash provided by operating activities		10,124			14,396			11,778			30,513			10,124			14,396


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(14,647	)		(3,592	)		(4,122	)		(14,093	)		(14,647	)		(3,592	)
Proceeds from sale of property, plant and equipment		165			267			55			93			165			267
Acquisition of business, net of cash acquired		(16,705	)		(34,428	)		—			(21,028	)		(16,705	)		(34,428	)
Proceeds from sale of an equity investment		—			354			—			—			—			354
Proceeds from settlement of net investment hedge											1,124			—			—
Purchases of marketable securities available-for-sale		(90,700	)		—			(1,841	)		(13,860	)		(90,700	)		—
Proceeds from maturities or sales of marketable securities available-for-sale		79,150			13,169			19,100
Proceeds from maturities of marketable securities available-for-sale											41,490			79,150			13,169

Net cash (used in) provided by investing activities		(42,737	)		(24,230	)		13,192
Net cash used in investing activities											(6,274	)		(42,737	)		(24,230	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under stock option plan		3,350			485			621
Proceeds from issuance of common stock under stock compensation plan											6,530			3,350			485
Proceeds from issuance of long-term debt		13,196			30,000			—			15,000			13,196			30,000
Principal payments on long-term debt		(5,229	)		—			—			(21,171	)		(5,229	)		—
Repurchases of common stock		—			—			(6,649	)
Net borrowings under revolving line of credit											1,032			—			—
Excess tax benefits from stock-based compensation		1,266			—			—			7,263			1,266			—
Dividends paid		(3,090	)		(2,825	)		(2,603	)		(3,419	)		(3,090	)		(2,825	)

Net cash provided by (used in) financing activities		9,493			27,660			(8,631	)
Net cash provided by financing activities											5,235			9,493			27,660


Effect of exchange rate changes on cash		798			(46	)		252			264			798			(46	)

Net increase (decrease) in cash and cash equivalents		(23,322	)		17,780			16,591			29,738			(22,322	)		17,780
Cash and cash equivalents, beginning of period		43,344			25,564			8,973			21,022			43,344			25,564

Cash and cash equivalents, end of period	$	21,022		$	43,344			25,564		$	50,760		$	21,022		$	43,344


SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid	$	9,082		$	3,803		$	2,185		$	12,262		$	9,082		$	3,803
Interest paid	$	2,397		$	228		$	145		$	3,066		$	2,397		$	228

Lindsay Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Lindsay Corporation (the “Company” or “Lindsay”) manufactures automated agricultural irrigation systems and sells these products in both U.S. and international markets. Through the acquisition of Watertronics in January of 2008, the Company has enhanced its position in water pumping station controls with further opportunities for integration with irrigation control systems. The Company also manufactures and markets various infrastructure products, including movable barriers for traffic lane management, crash cushions, preformed reflective pavement tapes and other road safety devices. In addition, the Company’s infrastructure segment produces large diameter steel tubing, and provides outsourced manufacturing and production services for other companies. The Company’s corporate office is located in Omaha, Nebraska, USA. The Company’s domestic irrigation sales and production facilities are located in Lindsay, Nebraska, USA, and Hartland, Wisconsin, USA. The Company’s international irrigation sales and production facilities are located in France, Brazil, South Africa ~~Italy~~ and China. ~~The Company’s corporate office is located in Omaha, Nebraska, USA.~~ The Company also owns a retail irrigation dealership with three separate retail locations based in the eastern Washington state region. The Company’s primary infrastructure locations include Rio Vista, California and Milan, Italy. These locations manufacture and market movable and specialty barriers, crash cushions and road marking and safety equipment for use on roadways.

Notes to the consolidated financial statements describe various elements of the financial statements and the accounting policies, estimates, and assumptions applied by management. While actual results could differ from those estimated at the time of preparation of the consolidated financial statements, management believes that the accounting policies, assumptions, and estimates applied promote the representational faithfulness, verifiability, neutrality, and transparency of the accounting information included in the consolidated financial statements.

The significant accounting policies of the Company are as follows:

(1) Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany balances and transactions are eliminated in consolidation.

(2) Reclassifications

Certain reclassifications have been made to prior financial statements to conform to the current-year presentation.

(3) Stock Based Compensation

The Company ~~accounts for its share-based compensation arrangements in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004),~~~~Share-Based Payment~~~~(“SFAS No. 123(R)”) which requires the measurement and recognition of~~recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. The Company uses the straight-line amortization method over the vesting period of the awards. ~~SFAS No. 123(R) supersedes the Company’s previous accounting under Accounting Principles Board Opinion No. 25,~~~~Accounting for Stock Issued to Employees~~(“APB No. 25”) beginning in fiscal 2006. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS No. 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS No. 123(R).

The Company has historically issued shares upon exercise of stock options from new stock issuances, except for certain non-plan option shares granted in March 2000 that are issued from Treasury Stock upon exercise.

(4) Revenue Recognition

Revenues from the sale of the Company’s irrigation products to its domestic independent dealers utilizing the Company’s transportation subsidiary, LTI, are recognized upon delivery of the product to the dealer. A smaller portion of the Company’s domestic irrigation products are shipped by a common carrier unaffiliated with the Company, in which the dealer organizes delivery. In these specific situations, revenue is recognized when the products ship from the Lindsay Nebraska factory. Revenues from the sale of the Company’s irrigation products to international locations and sales by its international locations are recognized based on the delivery terms in the sales contract. The Company has no post delivery obligations to its independent dealers other than standard warranties. ~~Revenues for retail sales of irrigation products are recognized when the product or service is delivered to the end-user customers.~~ Revenues from the sale of infrastructure products are recognized when the product is delivered to the customer. The Company also leases certain infrastructure products to customers. Revenues for the lease of infrastructure products are recognized ratably over the lease term. Revenues and gross profits on intercompany sales are eliminated in consolidation.

sales incentives are recorded as a reduction of revenues at the time of the original sale. ~~Other sales incentives such as guarantees issued by the Company to support end-user customer financing are recognized as cost of sales.~~ Estimates used in the recognition of operating revenues and cost of operating revenues include, but are not limited to, estimates for rebates payable and cash discounts expected.

(5) Receivables and Allowances

Trade receivables are reported on the balance sheet net of any doubtful accounts. Allowances for doubtful accounts are maintained in amounts considered to be appropriate in relation to the receivables outstanding based on collection experience, economic conditions and credit risk quality.

(6) Warranty Costs

Provision for the estimated warranty costs is made in the period in which such costs become probable. This provision is periodically adjusted to reflect actual experience.

Warranty costs were $3.5 million, $1.2 million, ~~$1.8 million,~~ and ~~$2.7~~$1.8 million for the fiscal years ended August 31, 2008, 2007 and 2006, ~~and 2005,~~ respectively. ~~Warranty costs decreased $0.9 million in fiscal year 2006 compared to the same period in 2005 primarily due to a voluntary repair campaign relating to the end gun solenoid valves on~~~~Zimmatic~~~~irrigation systems in fiscal year 2005.~~

~~(6)~~(7) Cash Equivalents, Marketable Securities, and Long-term Marketable Securities

Cash equivalents are included at cost, which approximates market. ~~At August 31, 2007, the Company’s cash equivalents were held primarily by two financial institutions.~~ The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents, while those having original maturities in excess of three months are classified as marketable securities or as long-term marketable securities when maturities are in excess of one year. Marketable securities ~~and long-term marketable securities consist~~at August 31, 2007 consisted primarily of investment-grade municipal bonds.

At the date of acquisition of an investment security, management designates the security as belonging to a trading portfolio, an available-for-sale portfolio, or a held-to-maturity portfolio. ~~Currently,~~At August 31, 2008, the Company ~~holds~~held no ~~securities designated as held-to-maturity or trading. All~~investment securities. At August 31, 2007, the Company’s investment securities ~~are~~were classified as available-for-sale and carried at fair value. Unrealized appreciation or depreciation in the fair value of available-for-sale securities is reported in accumulated other comprehensive income, net of related income tax effects. The Company monitors its investment portfolio for any decline in fair value that is other-than-temporary and records any such impairment as an impairment loss. No impairment losses for other-than-temporary declines in fair value have been recorded in fiscal years 2008, 2007, ~~2006,~~ or ~~2005.~~2006. In the opinion of management, the Company is not subject to material market risks with respect to its portfolio of investment securities because of the investment grade quality of the securities and the maturities of these securities are relatively short, making their value less susceptible to interest rate fluctuations.

~~(7)~~(8) Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for the Company’s Lindsay, Nebraska inventory and two warehouses in Idaho and Texas. Cost is determined by the first-in, first-out (FIFO) method for inventory at the Company’s Omaha, Nebraska warehouse, BSI, Watertronics, and non-U.S. warehouse locations. Cost is determined by the weighted average cost method for inventory at the Company’s other operating locations in Washington State, France, Brazil, Snoline, and South Africa. At all locations, the Company reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory.

~~(8)~~(9) Property, Plant and Equipment

Property, plant, equipment, and capitalized assets held for lease are stated at cost. The ~~Company’s policy is to capitalize~~Company capitalizes major expenditures and ~~to charge~~charges to operating expenses the cost of current maintenance and repairs. Provisions for depreciation and amortization have been computed principally on the straight-line method for buildings and equipment. Rates used for depreciation are based principally on the following expected lives: buildings — 15 to 30 years; temporary structures — 5 years; equipment — 3 to 10 years; leased BTM — 8 to 10 years; leased barriers — 12 years; other — 2 to 20 years and leasehold improvements –— shorter of the economic life or term of the lease. All of the Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized based upon the difference between the fair value of the asset and its carrying value. During fiscal 2008, 2007 and 2006 ~~and 2005~~ no ~~events occurred that would indicate an~~ impairment ~~loss.~~losses were recognized. The cost and accumulated depreciation relating to assets retired or otherwise disposed of are eliminated from the respective accounts at the time of disposition. The resulting gain or loss is included in operating income in the consolidated statements of operations.

~~(9) Equity Investments~~

The Company held a 39% minority investment in an irrigation dealership based outside of the United States. This investment was accounted for on the equity method. On September 1, 2005, the Company sold its minority position in the irrigation dealership. The Company recognized an immaterial gain from the sale of the dealership.

(10) Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Acquired intangible assets are recognized separately from goodwill. Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually at the reporting unit level using a two-step impairment test. The Company updated its impairment evaluation of goodwill and intangible assets with indefinite useful lives at August 31, ~~2007.~~2008. No impairment losses were indicated as a result of the annual impairment testing for fiscal years 2008, 2007, ~~2006,~~ and ~~2005.~~2006. The estimates of fair value of its reporting units and related goodwill depend on a number of assumptions, including forecasted sales growth and improved operating expense ratios. To the extent that the reporting unit is unable to achieve these assumptions, impairment losses may emerge. Intangible assets which have identifiable useful lives are amortized over the term of their useful lives and are tested for impairment upon the occurrence of events that would indicate the assets may be impaired. No impairment losses were recorded in fiscal years 2008, 2007, ~~2006,~~ and ~~2005.~~2006.

(11) Income Taxes

Income taxes are accounted for in accordance with the provisions of SFAS 109,Accounting for Income Taxes,(“SFAS 109”) which utilizes the asset and liability method for accounting for income taxes. Under SFAS 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. These expected future tax consequences are measured based on currently enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date.

In September 2007, the Company adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109,(“FIN 48”) which requires that the Company recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

(12) Net Earnings per Share

Basic net earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net earnings per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of stock options ~~restricted stock units~~ and ~~performance~~restricted stock units.

Statement of Financial Accounting Standards No. 128,Earnings per Share,(“SFAS No. 128”), requires that employee equity share options, nonvested shares and similar equity instruments granted by the Company be treated as potential common shares outstanding in computing diluted net earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money options, which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in-capital when exercised are assumed to be used to repurchase shares.

For the year ended August 31, 2008 and 2007, all stock options ~~restricted stock units,~~ and ~~performance~~restricted stock units had a dilutive effect; no stock options ~~restricted stock units,~~ or ~~performance~~restricted stock units were excluded from diluted net earnings per share. For the ~~years~~year ended August 31, 2006, ~~and 2005,~~ there were 155,762 ~~and 377,184~~ shares of stock options and restricted stock units excluded from the calculation of diluted net earnings per share, respectively. The weighted average price of the excluded shares for the years ended August 31, 2006 ~~and 2005~~ was $26.27, ~~and $25.32, respectively,~~ with expiration dates ranging from September 2007 –— August 2015.

The reconciliation of basic weighted average shares outstanding to diluted weighted average shares outstanding is as follows:

For the years ended August 31,
(in thousands) 2007 2006 2005
Weighted average shares outstanding – basic 11,633 11,529 11,649
Dilutive effect of stock options 295 181 152
Dilutive effect of restricted stock units and performance stock units 36 2 —

Weighted average shares outstanding – diluted 11,964 11,712 11,801


	For the years ended August 31,
in thousands	2008		2007		2006
Weighted average shares outstanding — basic		11,936		11,633		11,529
Dilutive effect of stock options		338		295		181
Dilutive effect of restricted stock units		50		36		2

Weighted average shares outstanding — diluted		12,324		11,964		11,712

(~~13)~~14) Derivatives Instruments and Hedging Activities

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. The Company accounts for derivatives and hedging activities in accordance with Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Certain Hedging Activities, (‘SFAS No. 133”) as amended, which requires that all derivative instruments be recorded on the balance sheet at their respective fair values. On the date a derivative contract is entered into, the Company may elect to designate the derivative as a fair value hedge, a cash flow hedge, or the hedge of a net investment in a foreign operation.

When an election to apply hedge accounting is made, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness.

The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative that is used in the hedging transaction is highly ~~effective in offsetting changes in cash flows of the hedged items.~~effective. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedging instrument are recorded in accumulated other comprehensive income, net of related income tax effects, to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash-flow hedge is reported in earnings. Changes in fair value of a derivative that is designated and qualifies as a hedge of a net investment in foreign operations are recorded as part of the cumulative translation adjustment included in accumulated other comprehensive income, net of related income tax effects.

The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

In ~~all~~ situations in which the Company does not elect hedge accounting or hedge accounting is discontinued and the derivative is retained, the Company carries or continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings.

~~(14)~~(15) Treasury Stock

When the Company repurchases its outstanding stock, it records the repurchased shares at cost as a reduction to ~~shareholder’s~~shareholders’ equity. The weighted average cost method is then utilized for share re-issuances. The difference between the cost and the re-issuance price is charged or credited to a “capital in excess of stated value –— treasury stock” account to the extent that there is a sufficient balance to absorb the charge. If the treasury stock is sold for an amount less than its cost and there is not a sufficient balance in the capital in excess of stated value –— treasury stock account, the excess is charged to retained earnings.

~~(15)~~(16) Contingencies

The Company’s accounting for contingencies covers a variety of business activities including contingencies for legal exposures and environmental exposures. The Company accrues these contingencies when its assessments indicate that it is probable that a liability has been incurred and an amount can be reasonably estimated in accordance with SFAS No. 5,Accounting for Contingencies. The Company’s estimates are based on currently available facts and its estimates of the ultimate outcome or resolution. Actual results may differ from the Company’s estimates resulting in an impact, positive or negative, on earnings.

(17) Recently Issued Accounting Pronouncements

~~On July 13, 2006, the FASB issued Interpretation 48,~~~~Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No 109,~~(“FIN 48”). FIN 48 provides a consistent recognition threshold and measurement attribute, as well as clear criteria for recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. The Interpretation also requires expanded disclosure with respect to uncertain income tax positions. FIN 48 will be effective for the Company in the first quarter of fiscal year 2008. Based on management’s evaluation as of August 31, 2007, the Company does not believe that FIN 48 will have a material impact on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements(“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 will be effective for the Company beginning in the first quarter of fiscal year 2009. ~~Management is currently evaluating the impact that the adoption of~~The Company does not expect this ~~statement will have on the Company’s consolidated financial statements.~~

~~In September 2006, the FASB issued SFAS No. 158,~~~~Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,~~(“SFAS No. 158”). This Statement requires recognition of the funded status of a single-employer defined benefit postretirement plan as an asset or liability in its statement of financial position. Funded status is determined as the difference between the fair value of plan assets and the benefit obligation. Changes in that funded status should be recognized in other comprehensive income. The Company’s adoption of SFAS No. 158 as of August 31, 2007 did notpronouncement to have a material impact on the Company’s consolidated financial statements.

will be effective for the Company beginning in the first quarter of fiscal year 2009. ~~Management is currently assessing the effect of~~The Company does not expect this pronouncement ~~on the Company’s consolidated financial statements.~~

On September 7, 2006, the ~~Task Force~~EITF reached consensus on EITF Issue No. 06-4,Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,(“EITF 06-4”) and on March 15, 2007, the ~~Task Force~~EITF reached a consensus on EITF Issue No. 06-10,Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements,(“EITF 06-10”). The scope of these two Issues relates to the recognition of a liability and related compensation costs for endorsement split-dollar life insurance arrangements and for collateral assignment split-dollar life insurance arrangements, respectively. EITF 06-4 and EITF 06-10 are both effective for the Company beginning in the first quarter of fiscal year 2009. The Company does not expect either to have a material impact on the Company’s consolidated financial statements.

OnIn December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations(“SFAS No. 141R”). SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141R will be effective for the Company for business combinations for which the acquisition date is on or after September ~~7, 2006,~~1, 2009. Management is currently assessing the ~~Task Force reached~~effect of this pronouncement on any future acquisitions by the Company.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities — an amendment to SFAS No. 133(“SFAS No. 161”), which requires enhanced disclosures about how derivative and hedging activities affect the Company’s financial position, financial performance and cash flows. SFAS No. 161 will be effective for the Company beginning in the second quarter of its fiscal year 2009. This pronouncement will result in enhanced disclosures in the Company’s future reports, but is not expected to have an impact on the Company’s consolidated financial statements.

In May 2008, FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles(“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (“GAAP”). SFAS No. 162 will be effective November 15, 2008. The Company does not expect this pronouncement to have a ~~conclusion~~material impact on ~~EITF Issue~~the Company’s consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position No. ~~06-5,~~FAS 142-3,~~Accounting~~Determination of the Useful Life of Intangible Assets(“FSP No. FAS 142-3”). FSP No. FAS 142-3 requires companies estimating the useful life of a recognized intangible asset to consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, to consider assumptions that market participants would use about renewal or extension as adjusted for ~~Purchases of Life Insurance – Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin~~SFAS No. ~~85-4, Accounting for Purchases of Life Insurance,~~142’s,Goodwill and Other Intangible Assets,(“EITF 06-5”). The scope of EITF 06-5 consists of six separate issues relating to accounting for life insurance policies purchased by entities protecting against the loss of “key persons.” The six issues are clarifications of previously issued guidance in FASB Technical Bulletinentity-specific factors. FSP No. ~~85-4. EITF 06-5~~FAS 142-3 will be effective for the Company beginning in the first quarter of its fiscal year ~~2008. The Company does not expect it to have a material impact~~2010. Management is currently assessing the effect of this pronouncement on the Company’s consolidated financial statements.

B. ACQUISITIONS

Watertronics, Inc.

On January 24, 2008, the Company completed the acquisition of all outstanding shares of stock of Watertronics, Inc., (“Watertronics”) based in Hartland, Wisconsin. Watertronics is a leader in designing, manufacturing, and servicing water pumping stations and controls for the golf, landscape and municipal markets. The addition of Watertronics enhances the Company’s capabilities in providing innovative, turn-key solutions to customers through the integration of their proprietary pump station controls with irrigation control systems. Total consideration paid to the selling shareholders was $17.9 million. The purchase price was financed with cash on hand as well as borrowings under a $30 million Revolving Credit Agreement with Wells Fargo Bank, N.A., described in Note M,Credit Arrangements.

Traffic Maintenance Attenuators, Inc. and Albert W. Unrath, Inc.

On November 9, 2007, the Company completed the acquisition of certain assets of Traffic Maintenance Attenuators, Inc. and Albert W. Unrath, Inc. (“TMA”) through a wholly owned subsidiary of Barrier Systems, Inc. (“BSI”). The

assets acquired primarily relate to patents that will enhance the Company’s highway safety product offering globally. Total consideration was $3.5 million, which was financed with cash on hand.

The total purchase price for Watertronics and TMA has been allocated to the tangible and intangible assets and liabilities acquired based on management’s estimates of current fair values. The resulting goodwill and other intangible assets have been accounted for under SFAS No. 142,Goodwill and Other Intangible Assets,(“SFAS No. 142”). The Company’s allocation of purchase price for these acquisitions consisted of current assets of $4.6 million, fixed assets of $5.3 million, patents of $4.0 million, other intangible assets of $3.4 million, goodwill of $6.9 million, current liabilities of $2.5 million, long-term deferred tax liabilities of $0.3 million and other liabilities of $0.1 million. Goodwill recorded in connection with these acquisitions is deductible for income tax purposes. Proforma data is not presented for either of these acquisitions, as they were not considered material.

Snoline, S.P.A.

On December 27, 2006, the Company acquired all of the outstanding shares of both Flagship Holding Ltd. (“Flagship”) and Snoline, S.P.A. (“Snoline”), a subsidiary of Flagship. As a result, Snoline, a leading European designer and manufacturer of highway marking and safety equipment based in Milan, Italy, became an indirect subsidiary of Lindsay.

Total cash consideration paid to the selling stockholders was 12.5 million Euros (approximately $16.5 ~~million)~~million at time of purchase). The purchase price was financed with approximately $3.3 million of cash on hand and borrowing under a new $13.2 million Term Note and Credit Agreement entered into by Lindsay Italia S.R.L. with Wells Fargo Bank, N.A., described in Note M,Credit Arrangements.The total purchase price has been ~~preliminarily~~ allocated (pending settlement of escrow) to the tangible and intangible assets and liabilities acquired based on management’s estimates of current fair values. The resulting goodwill and other intangible assets have been accounted for under SFAS No. 142,Goodwill and Other Intangible Assets,(“SFAS No. 142”). The Company’s allocation of purchase price for this acquisition consisted of current assets of $7.5 million, fixed assets of $7.4 million, patents of $5.1 million, other intangible assets of $1.7 million, goodwill of $5.4 million, other non-current assets of $0.9 million, current liabilities of $6.3 million, long-term deferred tax liabilities of $4.4 million and other liabilities of $0.6 million. Goodwill recorded in connection with this acquisition is not deductible for income tax purposes.

~~Barrier Systems, Inc.~~C. COMPREHENSIVE INCOME

On June 1, 2006, Lindsay completed the acquisition of Barrier Systems, Inc. (“BSI”) and its subsidiary Safe Technologies, Inc. through the merger of a wholly-owned subsidiary of Lindsay with and into BSI (the “Merger”). As a result, BSI has become a wholly-owned subsidiary of Lindsay. BSI is engaged in the manufacture of roadway barriers and traffic flow products that are used to reduce traffic congestion and enhance safety.Comprehensive income (loss) was as follows:

Total cash merger consideration paid to the stockholders of BSI and holders of options to acquire BSI stock was $35.0 million. Of the cash merger consideration, $3.5 million was held in escrow to secure the indemnification obligations of the shareholders and option holders of BSI and $1.0 million was held in escrow pending calculation of the final merger consideration based on the adjusted net assets of BSI at closing. After completion of the closing balance sheet the purchase price was reduced by approximately $1.2 million related to the net asset test discussed above. The Company funded the payment of the merger consideration using a combination of its own working capital and borrowing under a new credit agreement. The results of operations of BSI have been included in the accompanying consolidated statements of operations for the year ended August 31, 2006 from the date of the acquisition. The total purchase price was allocated to the tangible and intangible assets and liabilities acquired based on management’s estimates of current fair values. The resulting goodwill and other intangible assets were accounted for under SFAS No. 142.


	For the years ended August 31,
$ in thousands	2008			2007			2006
Net Income	$	39,405		$	15,620		$	11,700
Other comprehensive income (loss):
Unrealized net gain on available for sale securities		14			78			44
Defined Benefit Pension Plan		(72	)		—			—
Minimum pension liability		—			(112	)		149
Unrealized loss on cash flow hedges		(1,065	)		(215	)		(348	)
Foreign currency translation, net of hedging activities		3,667			1,354			612

Total other comprehensive income, net of tax expense (benefit) of $11, ($196) and ($123)		2,544			1,105			457

Total accumulated other comprehensive income	$	41,949		$	16,725		$	12,157

3334

As part of the purchase price allocation, intangible assets were identified and valued. Of the total purchase price, $13.7 million was assigned to patents, $2.7 million was assigned to trademarks, and $4.6 million was assigned to other intangible assets, which consist of customer relationships of $2.9 million, non-compete agreements of $1.6 million, and a license of $35,000.

~~The amount assigned to patents, $13.7 million, is being amortized over the remaining life of the patents. The weighted average life of the remaining patents is approximately fourteen years.~~

The acquired trademarks have been assigned an indefinite life and will not be amortized. The trademarks will be reviewed for impairment or for indicators of a limited useful life on an annual basis or when events indicate that the asset may be impaired.

The amount assigned to customer relationships, $2.9 million, is being amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed over a remaining life of approximately eight years. The amount assigned to non-compete agreements, $1.6 million, is being amortized on a straight-line basis over the period that the agreements are enforceable, approximately three years. The amount assigned to the license, $35,000, is being amortized on a straight-line basis over the remaining life of the license of approximately 0.5 years.

~~The excess of the purchase price over the fair value of tangible and identifiable intangible net assets was allocated to goodwill, which is non-deductible for tax purposes.~~

The following unaudited pro forma financial information is based on historical data, and gives effect to the acquisition of BSI as if it had occurred on September 1, 2004. The pro forma financial information includes adjustments (“pro forma adjustments”) having a continuing impact on the Company’s consolidated results of operations. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The unaudited pro forma financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of the future consolidated results of operations of the Company. The unaudited pro forma information does not reflect any adjustments for the effect of operating synergies or potential cost savings that the Company may realize as a result of the acquisition.

~~Unaudited pro forma results for the year ended August 31, 2006 and 2005 were as follows:~~

~~Lindsay Corporation and Subsidiaries~~
~~PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS~~

Year ended August 31,
(in thousands, except per share amounts) 2006 2005
Operating revenues $ 239,117 $ 196,340
Net earnings $ 12,573 $ 3,420

Basic net earnings per share $ 1.09 $ 0.29

Diluted net earnings per share $ 1.07 $ 0.29

Weighted average shares outstanding – basic 11,529 11,649

Weighted average shares outstanding – diluted 11,712 11,801

~~C. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME~~

Accumulated other comprehensive income is included in the accompanying Consolidated Balance Sheets in the shareholders’ equity section, and consists of the following components:

For the years ended August 31,
$ in thousands 2007 2006
Accumulated other comprehensive income, net:
Unrealized loss on available for sale securities, net of tax of $11 and $56 $ (14 ) $ (92 )
Currency translation 4,711 3,357
Defined Benefit Pension Plans, net of tax of $964 and $780 (1,585 ) (1,285 )
Unrealized loss on cash flow hedges, net of tax of $387 and 216 (563 ) (348 )

Total accumulated other comprehensive income, net of taxes $ 2,549 $ 1,632


	For the years ended
	August 31,
$ in thousands	2008			2007
Accumulated other comprehensive income (loss):
Unrealized loss on available for sale securities, net of tax of $0 and $11	$	—		$	(14	)
Defined Benefit Pension Plan, net of tax of $1,011 and $964		(1,657	)		(1,585	)
Unrealized loss on cash flow hedges, net of tax of $813 and $387		(1,628	)		(563	)
Foreign currency translation, net of hedging activities, net of tax of $473 and $0		8,378			4,711

Total accumulated other comprehensive income	$	5,093		$	2,549

were initially accounted for under APB No. 25, there should not have been an increase to income tax expense in the financial statements. The Company has concluded that the impact of this error was not material to its previously issued financial statements. As a result, the Company corrected the error in the third quarter of fiscal 2008. The correction resulted in a reduction in income tax expense of $0.5 million for the year ended August 31, 2008, which added $0.04 to earnings per diluted share.

Total income tax provision resulted in effective tax rates differing from that of the statutory United States Federal income tax rates. The reasons for these differences are:


	For the years ended August 31,																			For the years ended August 31,
	2007						2006						2005							2008						2007						2006
$ in thousands	Amount			%			Amount			%			Amount				%			Amount			%			Amount			%			Amount			%
U.S. statutory rate	$	8,447			35.0		$	6,093			35.0		$	2,363				34.0		$	21,389			35.0		$	8,447			35.0		$	6,093			35.0
State and local taxes, net of federal tax benefit		331			1.4			409			2.4			134				1.9			795			1.3			331			1.4			409			2.4
Federal & state reserve adjustment		—			—			(404	)		(2.3	)		—				—			—			—			—			—			(404	)		(2.3	)
Non deductible officer’s compensation		463			1.9			—			—			—				—
Foreign tax rate differences																					(123	)		(0.2	)		11			0.1			(33	)		(0.2	)
Domestic production activities deduction		(255	)		(1.1	)		(258	)		(1.5	)		—				—			(438	)		(0.7	)		(255	)		(1.1	)		(258	)		(1.5	)
Municipal bond interest income		(350	)		(1.5	)		(219	)		(1.3	)		(98	)			(1.4	)		(119	)		(0.2	)		(350	)		(1.5	)		(219	)		(1.3	)
Qualified export activity income		(23	)		(0.1	)		(112	)		(0.6	)		(328	)			(4.7	)		—			—			(23	)		(0.1	)		(112	)		(0.6	)
R&D, Phone, and Fuel tax credits		(250	)		(1.0	)		(17	)		(0.1	)		(56	)			(0.8	)		(265	)		(0.4	)		(250	)		(1.0	)		(17	)		(0.1	)
Non-deductible officer’s compensation																					(463	)		(0.8	)		463			1.9			—			—
Other		150			0.7			217			1.2			97				1.4			930			1.5			139			0.6			250			1.4
																��

Effective rate	$	8,513			35.3		$	5,709			32.8		$	2,112				30.4		$	21,706			35.5		$	8,513			35.3		$	5,709			32.8

dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. Accordingly, a valuation allowance for deferred tax assets at August 31, ~~2007~~2008 and ~~2006~~2007 has not been established.

In June 2006, the FASB issued FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109, (“FIN 48”). The Company adopted FIN 48 on September 1, 2007. The Interpretation provides a consistent recognition threshold and measurement attribute, as well as clear criteria for recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. Under FIN 48, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. At adoption on September 1, 2007, the Company had $1.5 million of unrecognized tax benefits. Upon adoption of FIN 48, the Company recorded the cumulative effect of a change in accounting principle by recognizing a net increase in the liability for unrecognized tax benefits of $1.1 million, of which $0.7 million relates to the Company’s international subsidiaries. This increase in the liability was offset by a reduction in beginning retained earnings of $0.8 million, an increase in goodwill of $0.1 million and an increase to other long-term assets of $0.2 million. The remaining $0.4 million had been previously accrued in current taxes payable under SFAS No. 5,Accounting for Contingencies.

A reconciliation of changes in pre-tax unrecognized tax benefits from the date of adoption through the end of the current reporting period is as follows:


$ in thousands
Unrecognized Tax Benefits at adoption on September 1, 2007	$	1,485
Increases for positions taken in current year		45
Increases for positions taken in prior years		148
Decreases for positions taken in current year		—
Decreases for positions taken in prior years		—
Settlements with taxing authorities		—
Lapse of statute of limitations		(122	)
Other increases (decreases)		128

Unrecognized Tax Benefits at August 31, 2008	$	1,684

Included in the $1.7 million balance at August 31, 2008 and the $1.5 million balance at adoption were $1.6 million and $1.4 million, respectively, of unrecognized tax benefits that, if recognized, would have an impact on the Company’s future effective tax rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. Total accrued pre-tax liabilities for interest and penalties included in the unrecognized tax benefits liability were $0.6 million and $0.5 million at August 31, 2008 and at adoption, respectively.

The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The U.S. Internal Revenue Service has closed examination of the Company’s income tax returns through 2004. In addition, with regard to a number of state and foreign tax jurisdictions, the Company is no longer subject to examination by tax authorities for years prior to 2002.

While it is expected that the amount of unrecognized tax benefits will change in the next twelve months as a result of the expiration of statutes of limitations, the Company does not expect this change to have a significant impact on its results of operations or financial position.

The American Jobs Creation Act of 2004 (the “Jobs Act”)

On October 22, 2004, the Jobs Act was enacted, which directly impacts the Company in several areas.

The Company ~~currently takes~~had previously taken advantage of the extraterritorial income exclusion (“EIE”) in the calculation of its federal income tax liability. The Jobs Act repealed the EIE, the benefits of which were phased out over three years, with ~~80%~~60% of the prior benefit allowed ~~in 2005, 60%~~ in 2006 and 0% allowed in any calendar year after 2006. The Company reported an EIE of $0, $0.1 ~~million, $0.3~~ million and $0.3 million at fiscal years ended 2008, 2007 ~~2006~~ and ~~2005,~~2006, respectively. The Jobs Act replaced the EIE with the new “manufacturing deduction” that allows a deduction from taxable income of up to 9% of “qualified production activities income” not to exceed taxable income. The

2010. The Company reported a $1.3 million, $0.7 million and $0.5 million manufacturing deduction for fiscal years 2008, 2007 and 2006, respectively. ~~There was no manufacturing deduction taken for fiscal year 2005 as the Jobs Act was not yet effective.~~

The Jobs Act includes a foreign earnings repatriation provision that provides an 85% dividends received deduction for certain dividends received from controlled foreign corporations. The Company does not intend to repatriate earnings of its foreign subsidiaries and accordingly, under APB Opinion No. 23, “Accounting for Income Taxes-Special Areas” has not recorded deferred tax liabilities for repatriated foreign earnings. However, the Company continues to analyze the potential tax impact should it elect to repatriate foreign earnings pursuant to the Jobs Act; currently the amount is not determinable.

F. MARKETABLE SECURITIES

The Company’s marketable securities ~~consist~~at August 31, 2007 consisted of investment-grade municipal bonds. ~~Marketable~~The Company had no marketable securities ~~may mature earlier than their weighted-average contractual maturities because~~as of ~~principal prepayments.~~August 31, 2008.

Amortized cost and fair value of investments in marketable securities classified as available-for-sale according to management’s intent as of August 31, 2007 are summarized as follows:


			Gross		Gross							Gross		Gross
	Amortized		unrealized		unrealized					Amortized		Unrealized		Unrealized			Fair
$ in thousands	cost		gains		losses			Fair value		Cost		Gains		(Losses)			Value
As of August 31, 2007:
Due within one year	$	27,616	$	—	$	(25	)	$	27,591	$	27,616	$	—	$	(25	)	$	27,591
Due after one year through five years		—		—		—			—		—		—		—			—

	$	27,616	$	—	$	(25	)	$	27,591	$	27,616	$	—	$	(25	)	$	27,591


As of August 31, 2006:
Due within one year	$	10,238	$	3	$	(62	)	$	10,179
Due after one year through five years		5,867		—		(89	)		5,778

	$	16,105	$	3	$	(151	)	$	15,957

M. CREDIT ARRANGEMENTS

Euro Line of Credit

The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with a commercial bank under which it could borrow up to 2.3 million Euros, which equates to approximately USD ~~$3.1~~$3.4 million as of August 31, ~~2007,~~2008, for working capital purposes. As of August 31, ~~2007~~2008 and ~~2006~~2007 there was ~~$0.7~~$1.8 million and $0$0.7 million outstanding on this line, ~~respectively.~~respectively, which was included in other current liabilities on the consolidated balance sheets. Under the terms of the line of credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as Euro ~~LIBOR+200~~OverNight Index Average plus 150 basis points, ~~(5.5%~~(5.8% at August 31, ~~2007)~~2008). Unpaid principal and interest is due by October 31, 2008, which is the termination date of the Euro Line of Credit. The Company plans to renew the Euro Line of Credit.

BSI Term Note

The Company entered into an unsecured $30 million Term Note and Credit Agreement, effective June 1, 2006, with Wells Fargo Bank, N.A. (the “BSI Term Note”) to partially finance the acquisition of ~~BSI described in Note B,~~~~Acquisitions~~.BSI. Borrowings under the BSI Term Note bear interest at a rate equal to LIBOR plus 50 basis points. The Company has fixed the interest rate at 6.05 percent through an interest rate swap as described in Note N,Financial Derivatives.Principal is repaid quarterly in equal payments of $1.1 million over a seven year period commencing September, 2006. The BSI term note is due in June of 2013.

Snoline Term Note

The Company entered into an unsecured $13.2 million Term Note and Credit Agreement, effective December 27, 2006 with Wells Fargo Bank, N.A. (the “Snoline Term Note”) to partially finance the acquisition of Snoline, described in Note B,Acquisitions. Borrowings under the Snoline Term Note bear interest at a rate equal to LIBOR plus 50 basis points. ~~Principal~~The Snoline Term Note is ~~repaid~~due in December of 2013. On the same day, the Company entered into a cross currency swap transaction obligating the Company to make quarterly ~~in equal~~ payments of ~~approximately~~0.4 million Euros per quarter over the same seven-year period and to receive payments of $0.5 million per quarter over a seven year period commencing March 27, 2007. ~~All~~This is approximately equivalent to converting the $13.2 million seven-year Term Note into a 10.0 million Euro seven-year Term Note at a fixed rate of 4.7 percent as described in Note N,Financial Derivatives.

Revolving Credit Agreement

The Company entered into an unsecured $30.0 million Revolving Credit Note and Revolving Credit Agreement, each effective as of January 24, 2008, with Wells Fargo Bank, N.A. (collectively, the “Revolving Credit Agreement”). The borrowings from the Revolving Credit Agreement will primarily be used for working capital purposes and funding acquisitions. The Company borrowed an initial amount of $15.0 million under the Revolving Credit Agreement to partially fund the acquisition of Watertronics during the second quarter of fiscal 2008 as described in Note B,Acquisitions. The Company subsequently repaid the $15.0 million in the third quarter of fiscal 2008, leaving no outstanding balance and an unused borrowing capacity of $30.0 million under the Revolving Credit Agreement as of August 31, 2008.

Borrowings under the Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 50 basis points. Interest is paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.125% on the unused portion of the Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2010, which is the termination date of the Revolving Credit Agreement.

The BSI Term Note, the Snoline Term Note ~~are secured by the acquired shares of Flagship and Snoline and are guaranteed by the Company.~~

~~The BSI Term Note~~ and the ~~Snoline Term Note~~Revolving Credit Agreement (collectively, the “Notes”) ~~both~~each contain the same covenants, including certain covenants relating to Lindsay’s financial condition. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all

~~Term notes payable consist~~

Long-term debt consists of the following:

August August
($ in thousands) 2007 2006
Term notes payable $ 37,967 $ 30,000
Less current portion (6,171 ) (4,286 )

Term notes payable less current portion $ 31,796 $ 25,714


	August 31,
$ in thousands	2008			2007
BSI Term Note	$	21,429		$	25,714
Snoline Term Note		10,367			12,253
Revolving Credit Agreement		—			—
Less current portion		(6,171	)		(6,171	)

Total long-term debt	$	25,625		$	31,796

Interest expense was $3.0 million, $2.4 million ~~$0.7 million~~ and ~~$0.2~~$0.7 million for the years ended August 31, 2008, 2007 ~~2006~~ and ~~2005,~~2006, respectively.

Principal payments due on the term notes are as follows:

~~Due within:~~

1 Year $ 6,171
2 Years 6,171
3 Years 6,171
4 Years 6,171
5 Years 6,171
Thereafter 7,112

$ 37,967


Due within:
1 year	$	6,171
2 years		6,171
3 years		6,171
4 years		6,171
5 years		6,171
Thereafter		941

	$	31,796

N. FINANCIAL DERIVATIVES

The Company uses certain financial ~~derivatives~~derivative instruments to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. The Company uses these derivative instruments only to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. As of August 31, ~~2007,~~2008, the Company held two derivative instruments accounted for as cash flow ~~hedges.~~hedges and one accounted for as a hedge of net investment in foreign operations. The Company accounts for these derivative instruments in accordance with SFAS No. 133,Accounting for Derivatives Instruments and Hedging Activity(“SFAS No. 133”), as amended, which requires all derivatives to be carried on the balance sheet at fair value and to meet certain documentary and analytical requirements to qualify for hedge accounting treatment. The Company’s current derivative instruments qualify for hedge accounting under SFAS No. 133 and, accordingly, changes in the fair value for the effective portion are reported in accumulated other comprehensive income, net of related income tax effects.

In order to reduce interest rate risk on the BSI Term Note, the Company entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that is designed to convert the variable interest rate on the entire amount of this borrowing to a fixed rate of ~~6.05%~~6.05 percent per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments on an amount equal to the outstanding balance of the BSI Term Note, thereby creating the equivalent of fixed-rate debt. Changes in the fair value of the interest rate swap designated as athe hedging instrument that effectively offset the variability of cash flows associated with the variable-rate, long-term debt obligation are reported in accumulated other comprehensive income, net of related income tax effects. The fair value of the swap agreement at August 31, 2008 and 2007 was a liability of $1.4 million and $0.6 million, respectively. For the ~~year~~years ended August 31, 2008, 2007 and 2006, the Company reclassified losses of $0.5 million, $0.1 million and less than $0.1 million, respectively, from accumulated other comprehensive income as a reduction to net earnings under the interest rate swap agreement. These losses represent the quarterly interest settlements required under the interest rate swap agreement. For the years ended August 31, 2008 and 2007, less than $0.1 million was recorded in the consolidated statement of operations related to ineffectiveness of this interest rate swap. There was no ineffectiveness recorded for the year ended August 31, 2006.

Similarly, ~~for~~ the ~~Snoline Term Note, the variable interest rate was converted to a fixed rate of 4.7% through~~Company entered into a cross currency swap transaction ~~entered into~~ with Wells Fargo Bank, ~~N.A. This cross currency swap agreement also fixes~~N.A fixing the conversion rate of Euros to U.S. dollars for the Snoline Term Note at ~~1.3195.~~1.3195 and obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and receive payments of $0.5 million per quarter. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year Term Note at a fixed rate of 4.7 percent. Under

During fiscal 2008, the Company entered into Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. At August 31, 2008, the Company had one outstanding Euro foreign currency forward contract to sell 15.5 million Euro on November 28, 2008 at a fixed price of $1.4658 USD per Euro. The ~~Company accounts for these~~forward spot rate at August 31, 2008 was $1.4578 USD per Euro. The Company’s foreign currency forward contract qualifies as a hedge of net investments in foreign operations under the provisions of SFAS No. 133. Changes in fair value of derivative instruments that qualify as hedges of a net investment in ~~accordance with SFAS No. 133,~~~~Accounting for Derivatives Instruments and Hedging Activity~~~~, which requires all derivatives to be carried on the balance sheet at fair value and to meet certain documentary and analytical requirements to qualify for hedge accounting treatment. All~~foreign operations are recorded as a component of ~~the Company’s derivatives qualify for hedge accounting under SFAS No. 133 and, accordingly, changes in the fair value are reported~~accumulated currency translation adjustment in accumulated other comprehensive income, net of related income tax effects. At August 31, 2008, the fair value of the outstanding foreign currency contract was a derivative asset of $0.1 million with a corresponding unrealized gain in currency translation adjustment in accumulated other comprehensive income, net of related income tax effects of less than $0.1 million. At August 31, 2008, accumulated currency translation adjustment in accumulated other comprehensive income reflected gains of $0.7 million, net of related income tax effects of $0.4 million related to settled foreign currency forward contracts. For the year ended August 31, 2008, there were no amounts recorded in the consolidated statement of operations related to ineffectiveness of Euro foreign currency forward contracts.

O. COMMITMENTS AND CONTINGENCIES

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (“the EPA”) in which itthe Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (“the site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these chemicals to be removed by aeration. In ~~2003,~~2008, the Company and the EPA conducted a ~~second~~periodic five-year review of the status of the remediation of the contamination of the site. ~~As a result of this~~In response to the review, the ~~EPA issued a letter placing the Company on notice that additional remediation actions were required. The~~ Company and its environmental consultants ~~have completed and submitted~~are in the process of developing a supplemental remedial action work plan that ~~when implemented,~~ will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and ~~will allow the Company and the EPA to more effectively assure that~~determine whether the contaminated groundwater is being contained by current and planned wells that pump and aerate it. ~~During~~The Company accrues the ~~third quarter~~anticipated cost of ~~fiscal~~remediation where the obligation is probable and can be reasonably estimated. Amounts accrued and included in balance sheet liabilities related to the remediation actions were $0.3 million and $0.7 million at August 31, 2008 and 2007, the Company accrued for additional expected costs of $0.5 million to address the additional remediation action required by the EPA and to remain in compliance with the EPA’s second five-year review.respectively. Although the Company has been able to reasonably estimate the cost of completing the remediation actions defined in the supplemental remedial action work plan, it is at least reasonably possible that the cost of completing the remediation actions ~~may~~will be revised in the near term. ~~Related balance sheet liabilities recognized were $0.7 million at August 31, 2007,~~

In the ordinary course of its business operations, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, and ~~$0.2 million at August 31, 2006.~~other legal proceedings. No such current proceedings, individually or in the aggregate, are expected to have a material effect on the business or financial condition of the Company.

The Company leases land, buildings, machinery, equipment, and computer equipment under various noncancelable operating lease agreements. At August 31, ~~2007,~~2008, future minimum lease payments under noncancelable operating leases were as follows:

Plan was approved by the stockholders of the Company, and became effective on February 6, 2006, and replaced the Company’s 2001 Long Term Incentive Plan. The Company currently has outstanding options under its 2001 ~~and 1991~~ Long-Term Incentive ~~Plans.~~Plan.

The 2006 Plan provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. The maximum number of shares as to which stock awards may be granted under the 2006 Plan is 750,000 shares. Stock awards other than stock options will be counted against the 2006 Plan in a 2 to 1 ratio. If options, restricted stock units or performance stock units awarded under the 2006 Plan or the 2001 Plan terminate without being fully vested or exercised, those shares will be available again for grant under the 2006 Plan. The 2006 Plan also limits the total awards that may be made to any individual. Any options granted under the 2006 Plan would have an exercise price equal to the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. The restricted stock units granted to employees and directors under the 2006 Plan have a grant date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends. The restricted stock units granted to employees vest over a three-year period at approximately 33% per year. The restricted stock units granted to non-employee directors generally vest over a nine-month period.

On December 1, 2006, the Company issued 20,361 performance stock units under its 2006 Plan to a certain group of employees. A specified number of shares of common stock will be awarded under the terms of the performance stock units on November 1, 2009, if performance measures relating to three-year average revenue growth and a three-year average return on net assets are achieved. There is a maximum potential for 40,722 shares to be paid out if maximum threshold performance measures are achieved and a potential of zero shares to be paid out if minimum threshold performance measures are not achieved. The performance stock units granted to employees under the 2006 Plan have a grant date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends. The ~~recipient~~performance stock units granted to employees cliff vest after a three-year period and a specified number of shares of common stock will be awarded under the ~~award is not entitled to receive dividends on~~terms of the performance stock units, ~~during the vesting period.~~if performance measures relating to three-year average revenue growth and a three-year average return on net assets are achieved.

Accounting for Share Based Compensation

SFAS 123(R) requires companies to estimate the fair value of share-based compensation awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s Consolidated Statement of Operations over the periods during which the employee or director is required to perform service in exchange for the award.

Share-based compensation expense recognized in the Company’s ~~Condensed~~ Consolidated Statement of Operations for the fiscal years ended August 31, 2008, 2007 and 2006, included compensation expense for share-based compensation awards granted prior to, but not yet vested as of August 31, 2005, based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123 and compensation expense for the share-based payment awards granted subsequent to August 31, 2005 based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).

The Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) as its valuation method for stock option awards. Under the Black-Scholes model, the fair value of stock option awards on the date of grant is estimated using an option-pricing model that is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Restricted stock, restricted stock units, performance shares and performance units issued under the 2006 Plan will have a grant date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends.

Share Based Compensation Information

The following table summarizes information about stock options outstanding as of and for the years ended August 31, 2008, 2007 ~~2006~~ and ~~2005.~~2006.


						Average		Aggregate							Average
				Average		Remaining		Intrinsic							Remaining		Aggregate
	Number			Exercise		Contractual		Value					Average		Contractual		Intrinsic
	of Shares			Price		Term (years)		(‘000s)		Number of			Exercise		Term		Value
Outstanding at August 31, 2005		1,186,731		$	19.84		6.2	$	6,651
Granted		45,000		$	19.33
										Shares			Price		(years)		(’000s)
Exercised		(41,562	)	$	17.96			$	323
Forfeitures		(26,250	)	$	24.59
Outstanding at August 31, 2006		1,163,919		$	19.78		5.5	$	10,174		1,163,919		$	19.78		5.5	$	10,174
Granted		—			—						—			—

Exercised		(180,462	)	$	20.20			$	3,300		(180,462	)	$	20.20			$	3,300
Forfeitures		(16,250	)	$	23.20						(16,250	)	$	23.20
Outstanding at August 31, 2007		967,207		$	19.64		4.6	$	20,202		967,207		$	19.64		4.6	$	20,202
Granted											—			—
Exercised											(460,269	)	$	18.56			$	32,590
Forfeitures											(604	)	$	24.30
Outstanding at August 31, 2008											506,334		$	20.62		4.5	$	31,034

Exercisable at August 31, 2005		693,938		$	17.98		5.0	$	5,203
Exercisable at August 31, 2006		775,923		$	18.64		4.6	$	7,662		775,923		$	18.64		4.6	$	7,662
Exercisable at August 31, 2007		715,019		$	19.00		4.0	$	15,397		715,019		$	19.00		4.0	$	15,397
Exercisable at August 31, 2008											349,706		$	20.72		4.3	$	21,400

~~The table below reflects the pro forma effects on net earnings and earnings per share for the year ended August 31, 2005 as if SFAS No. 123,~~~~Accounting for Stock-Based Compensation~~~~(“SFAS No. 123”) fair value recognition provisions had been applied as of the beginning of its fiscal year 2005:~~

Year Ended
August 31,
$ in thousands 2005
Net earnings, as reported (1) $ 4,838

Share-based compensation expense 1,900
Tax benefit (720 )

Share-based compensation expense, net tax (2) 1,180

Net earnings, including the effect of share-based compensation expense (3) $ 3,658

Earnings per share:
Basic net earnings per share-as reported (1) $ 0.42
Basic net earnings per share, including the effect of share-based compensation expense (3) $ 0.31

Diluted net earnings per share-as reported for the prior period (1) $ 0.41
Diluted net earnings per share, including the effect of share-based compensation expense (3) $ 0.31


~~(1)~~		~~Net earnings and net earnings per share prior to fiscal 2006 did not include share-based compensation expense under SFAS 123 because the Company did not adopt the recognition provisions of SFAS 123.~~

~~(2)~~		~~Share-based compensation expense prior to fiscal 2006 was calculated based on the pro forma application of SFAS 123.~~

~~(3)~~		~~Net earnings and net earnings per share prior to fiscal 2006 represents pro forma information based on SFAS 123.~~

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatilities of the Company’s stock price over the expected life of the option. The expected volatility assumption was derived by referring to changes in the Company’s historical common stock prices over the same timeframe as the expected life of the awards. The Company uses historical data to estimate option exercise and employee termination behavior within the pricing model; groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from historical experience and represents the period of time that options granted are expected to be outstanding. The risk-free rate for options is based on a U.S. Treasury rate commensurate with the expected terms.

The use of the Black-Scholes model requires the use of a number of assumptions including volatility, risk-free interest rate, and expected dividends. There were no stock options granted for the ~~year~~years ended August 31, 2008 and 2007 and 45,000 ~~and 128,872~~ stock options granted in the ~~years~~year ended August 31, ~~2006, and 2005, respectively.~~2006. The weighted-average estimated value of employee stock options granted during the ~~years~~year ended August 31, 2006 ~~and 2005 were~~was $10.26 ~~and $10.51~~ per share, ~~respectively,~~ with the following weighted-average assumptions:

For the Year ended August 31,
2006 2005
Expected volatility 35.13 % 34.65 - 35.86 %
Expected dividends 0.76 % 0.68 - 0.77 %
Expected term (in years) 7.00 7.00
Risk-free interest rate 4.52 % 4.12 - 4.30 %

5051


	For the year
	ended
	August 31,
	2006
Expected volatility		35.13	%
Expected dividends		0.76	%
Expected term (in years)		7.00
Risk-free interest rate		4.52	%

T. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)


	First		Second		Third		Fourth
$ in thousands, except per share amounts	Quarter		Quarter		Quarter		Quarter
Year ended August 31, 2008
Operating revenues	$	75,928	$	108,418	$	143,562	$	147,179
Cost of operating revenues		56,632		78,380		106,460		109,783
Earnings before income taxes		6,507		15,516		20,308		18,780
Net earnings		4,366		9,680		14,107		11,252
Diluted net earnings per share	$	0.36	$	0.79	$	1.15	$	0.90
Market price (NYSE)
High	$	54.43	$	81.34	$	131.14	$	130.49
Low	$	38.92	$	52.66	$	64.81	$	73.21

Year ended August 31, 2007
Operating revenues	$	51,532	$	63,674	$	93,147	$	73,504
Cost of operating revenues		39,067		49,219		68,725		55,114
Earnings before income taxes		2,744		3,615		11,535		6,239
Net earnings		1,783		2,512		7,477		3,848
Diluted net earnings per share	$	0.15	$	0.21	$	0.62	$	0.32
Market price (NYSE)
High	$	36.62	$	37.77	$	35.65	$	50.65
Low	$	28.01	$	28.55	$	29.55	$	32.83

2008:The ~~follow is a tabulation~~second-quarter includes the acquisition of ~~the unaudited quarterly results of operations~~Watertronics, Inc. on January 24, 2008. Net earnings for the ~~years ended August 31,~~second quarter also include $0.6 million (or $0.05 per diluted share) of income tax expense that was erroneously recognized. The errors recorded in the second quarter of 2008 and the fourth quarter of 2007 ~~and 2006:~~

For the three months ended the last day of
$ in thousands, except per share amounts November February May August
Fiscal 2007
Operating revenues $ 51,532 $ 63,674 $ 93,147 $ 73,504
Cost of operating revenues 39,067 49,219 68,725 55,114
Earnings before income taxes 2,744 3,615 11,535 6,239
Net earnings 1,783 2,512 7,477 3,848
Diluted net earnings per share $ 0.15 $ 0.21 $ 0.62 $ 0.32
Market price (NYSE)
High $ 36.62 $ 37.77 $ 35.65 $ 50.65
Low $ 28.01 $ 28.55 $ 29.55 $ 32.83

Fiscal 2006
Operating revenues $ 39,504 $ 54,912 $ 75,013 $ 56,572
Cost of operating revenues 32,077 45,048 57,977 42,658
Earnings before income taxes 792 2,504 9,142 4,971
Net earnings 511 1,717 6,415 3,057
Diluted net earnings per share $ 0.04 $ 0.15 $ 0.55 $ 0.26
Market price (NYSE)
High $ 25.88 $ 26.10 $ 28.01 $ 28.97
Low $ 18.31 $ 18.67 $ 21.59 $ 20.27
were corrected in the third quarter of 2008. Net earnings for the third quarter include a reduction of income tax expense of $1.1 million or ($0.09 per diluted share) related to the correction of previously recognized income tax expense. Refer to Note E to the Company’s consolidated financial statements for further discussion.

2007:The second-quarter includes the acquisition of Snoline, ~~S.P.A~~S.P.A. on December 27, 2006.

~~2006~~~~: The fourth-quarter includes~~ Net earnings for the ~~acquisition~~fourth quarter include $0.5 million (or $0.04 per diluted share) of ~~Barrier Systems Inc. on June 1, 2006.~~income tax expense that was erroneously recognized. Refer to Note E to the Company’s consolidated financial statements for further discussion.

5152

ITEM 9 —Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

NONE

ITEM 9A —Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer,~~principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Based upon that evaluation, the Company’s ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer~~principal financial officer concluded that the Company’s disclosure controls and procedures are effective in enabling the Company to record, process, summarize and report information required to be included in the Company’s periodic SEC filings within the required time period.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

The Company acquired ~~Snoline S.P.A. (“Snoline”)~~Watertronics during the second quarter of fiscal ~~2007,~~2008, and management excluded Watertronics from its assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, ~~2007, Snoline’s~~2008. Watertronics’ internal control over financial reporting is associated with total assets of ~~$29.5~~$21.9 million and total revenues of ~~$11.9~~$11.7 million included in the consolidated financial statements of the Company as of and for the year ended August 31, ~~2007.~~2008.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, ~~2007,~~2008, based on the criteria for effective internal control described in Internal Control –— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of August 31, ~~2007.~~2008.

The Audit Committee has engaged KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, to attest to and report on management’s evaluation of the Company’s internal control over financial reporting. The report of KPMG LLP is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Lindsay Corporation:

We have audited Lindsay Corporation’s (the Company) internal control over financial reporting as of August 31, ~~2007,~~2008, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying~~Management’s Report~~ management’s report on ~~Internal Control~~internal control over ~~Financial Reporting.~~financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ~~the Company~~Lindsay Corporation maintained, in all material respects, effective internal control over financial reporting as of August 31, ~~2007,~~2008, based on criteria established inInternal Control -— Integrated Frameworkissued by the ~~Committee of Sponsoring Organizations of the Treadway Commission.~~COSO.

The Company acquired ~~Snoline S.P.A. (Snoline)~~Watertronics, Inc. (Watertronics) during the second quarter of fiscal ~~2007,~~2008, and management excluded Watertronics from its assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, ~~2007, Snoline’s~~2008. Watertronics’ internal control over financial reporting is associated with total assets of ~~$29.5~~$21.9 million and total revenues of ~~$11.9~~$11.7 million included in the consolidated financial statements of the Company ~~and its subsidiaries~~ as of and for the year ended August 31, ~~2007.~~2008. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of ~~Snoline.~~Watertronics.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of August 31, ~~2007~~2008 and ~~2006,~~2007, and the related consolidated statements of operations, ~~stockholders’~~shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended August 31, ~~2007,~~2008, and our report dated ~~November 12, 2007~~October 29, 2008 expressed an unqualified opinion on those consolidated financial statements.

/s/KPMG LLP

Omaha, Nebraska
~~November 12, 2007~~October 29, 2008

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended August 31, ~~2007~~2008, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B –—Other Information

~~NONE~~The graph below compares the yearly change in the cumulative total shareholder return on the Company’s common stock with the cumulative total returns of the S&P Small Cap 600 Index and the S&P 600 Construction, Farm Machinery and Heavy Truck index for the five-year period ended August 31, 2008.

5354

PART III

ITEM 10 —Directors, ~~and~~ Executive Officers ~~of the Registrant~~and Corporate Governance

The Company will file with the Securities and Exchange Commission a definitive Proxy Statement not later than 120 days after the close of its fiscal year ended August 31, ~~2007.~~2008. Information about the Board of Directors required by Items 401 and 407 of Regulation S-K is incorporated by reference to the Proxy Statement. Information about Executive Officers is shown on pages 11 and 12 of this filing.

Section 16(a) Beneficial Ownership Reporting Compliance- Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16 of the Securities Exchange Act. The information required by Item 405 is incorporated by reference to the Proxy Statement.

Code of Ethics –—Item 406 of Regulation S-K calls for disclosure of whether the Company has adopted a code of ethics applicable to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has adopted a code of ethics applicable to the Company’s principal executive officer and senior financial officers known as the Code of Ethical Conduct (Principal Executive Officer and Senior Financial Officers). The Code of Ethical Conduct (Principal Executive Officer and Senior Financial Officers) is available on the Company’s website. In the event that the Company amends or waives any of the provisions of the Code of Ethical Conduct applicable to the principal executive officer and senior financial officers, the Company intends to disclose the same on the Company’s website at ~~www.lindsay.com.~~www.lindsay.com. No waivers were provided for the fiscal year ended August 31, ~~2007.~~2008.

ITEM 11 —Executive Compensation

The information required by this Item is incorporated by reference to the Proxy Statement.

ITEM 12 —Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item relating to security ownership of certain beneficial owners and management is incorporated by reference to the Proxy Statement.

Equity Compensation Plan Information —The following equity compensation plan information summarizes plans and securities approved and not approved by security holders as of August 31, ~~2007:~~2008:

(a)

(b)

(c)

(a)

(b)

(c)

Number of securities

Weighted-average

Number of securities remaining

Number of securities

Weighted-average

Number of securities remaining

to be issued upon

exercise price of

available for future issuance

to be issued upon

exercise price of

available for future issuance

exercise of

outstanding

under equity compensation

exercise of

outstanding

under equity compensation

outstanding options,

options, warrants,

plans (excluding securities

outstanding options,

options, warrants,

plans (excluding securities

PLAN CATEGORY

warrants, and rights

and rights

reflected in column (a))

warrants, and rights

and rights

reflected in column (a))

Equity compensation plans approved by security holders⁽¹⁾

667,207

22.18

580,615

361,334

23.27

463,635

Equity compensation plans not approved by security holders⁽²⁾

300,000

14.00

—

145,000

14.00

—

Total

967,207

19.64

580,615

506,334

20.62

463,635

ITEM 14 —Principal Accounting Fees and Services

The information required by this Item is incorporated by reference to the Proxy Statement.

PART IV

ITEM 15 —Exhibits, Financial Statement Schedules

(a)(1) Financial Statements

The following financial statements of Lindsay Corporation and Subsidiaries are included in Part II Item 8.


	Page
Report of Independent Registered Public Accounting Firm		24
Consolidated Statements of Operations for the years ended August 31, 2008, 2007, ~~2006,~~ and ~~2005~~ 2006		25
Consolidated Balance Sheets at August 31, ~~2007~~2008 and ~~2006~~ 2007		26
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended August 31, 2008, 2007, ~~2006,~~ and ~~2005~~ 2006		27
Consolidated Statements of Cash Flows for the years ended August 31, 2008, 2007, ~~2006,~~ and ~~2005~~ 2006		28

Notes to Consolidated Financial Statements		~~29-51~~29-52

Valuation and Qualifying Accounts — Years ended August 31, 2008, 2007, and 2006
~~Valuation and Qualifying Accounts - Years ended August 31, 2007, 2006, and 2005~~		5658

Financial statements and schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements or notes thereto.

5557

a(2) Exhibit

Lindsay Corporation and Subsidiaries

VALUATION ~~and~~AND QUALIFYING ACCOUNTS

Years ended August 31, 2008, 2007 ~~2006~~ and ~~2005~~2006

~~(Dollars in thousands)~~

Additions
Balance at Charged to Charged to Balance at
beginning costs and other end
Description of period expenses accounts Deductions of period
Year ended August 31, 2007:
Deducted in the balance sheet from the assets to which they apply:
- Reserve for guarantee losses(c) $ 110 $ 2 $ — $ — $ 112 ��

- Allowance for doubtful accounts(a) $ 595 $ 412 $ — $ 61 $ 946

- Allowance for inventory obsolescence(b) $ 636 $ 97 $ — $ 22 $ 711

Year ended August 31, 2006:
Deducted in the balance sheet from the assets to which they apply:
- Reserve for guarantee losses(c) $ 190 $ — $ — $ 80 $ 110

- Allowance for doubtful accounts(a) $ 702 $ (12 ) $ — $ 95 $ 595

- Allowance for inventory obsolescence(b) $ 613 $ 39 $ — $ 16 $ 636

Year ended August 31, 2005:
Deducted in the balance sheet from the assets to which they apply:
- Reserve for guarantee losses(c) $ 540 $ (38 ) $ — $ 312 $ 190

- Allowance for doubtful accounts(a) $ 1,386 $ 108 $ — $ 792 $ 702

- Allowance for inventory obsolescence(b) $ 527 $ 228 $ — $ 142 $ 613


			Additions
	Balance at		Charges to			Charged to				Balance at
	beginning		costs and			other				end of
(in thousands)	of period		expenses			accounts		Deductions		period
Year ended August 31, 2008:
Deducted in the balance sheet from the assets to which they apply:
Reserve for guarantee losses (a)	$	112	$	—		$	—	$	91	$	21
Allowance for doubtful accounts (b)		946		75			510		74		1,457
Allowance for inventory obsolescence (c)		711		618			100		20		1,409
Year ended August 31, 2007:
Deducted in the balance sheet from the assets to which they apply:
Reserve for guarantee losses (a)	$	110	$	2		$	—	$	—	$	112
Allowance for doubtful accounts (b)		595		412			—		61		946
Allowance for inventory obsolescence (c)		636		97			—		22		711
Year ended August 31, 2006:
Deducted in the balance sheet from the assets to which they apply:
Reserve for guarantee losses (a)	$	190	$	—		$	—	$	80	$	110
Allowance for doubtful accounts (b)		702		(12	)		—		95		595
Allowance for inventory obsolescence (c)		613		39			—		16		636


~~Notes:~~(a)		Represents estimated losses on financing guarantees.

~~(a)~~(b)		Deductions consist of uncollectible items written off, less recoveries of items previously written off.

~~(b)~~(c)		Deductions consist of obsolete items sold or scrapped.

~~(c)~~		~~Represents estimated losses on financing guarantees.~~

5658

a(3) EXHIBIT INDEX


Exhibit
Number		Description

~~3(a)~~3.1		Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2006.

~~3(b)~~3.2		Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 6, 2007.

~~4(a)~~4.1		Specimen Form of Common Stock Certificate incorporated by reference to Exhibit 4(a) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.

10(a)*10.1		Lindsay Manufacturing Co. 2006 Long-Term Incentive Plan and forms of award ~~agreements. Filed herewith~~agreements incorporated by reference to ~~include~~Exhibit 10(a) to the ~~form of Performance Stock Unit award agreement.~~Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2007.

~~10(b)~~10.2		Lindsay Manufacturing Co. 2001 Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10(i) of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2001.

10.3		Amendment to Lindsay Manufacturing Co. 2001 Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2005.

10.4		Lindsay Corporation Management Incentive Plan (MIP), 2008 Plan Year, incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2007.

10.5		Indemnification Agreement between the Company and its directors and officers, dated October 24, 2003, incorporated by reference to Exhibit 10 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2003.

~~10(c)~~		~~Lindsay Manufacturing Co. Profit Sharing Plan, incorporated by reference to Exhibit 10(i) of the Company’s Registration Statement on Form S-1 (Registration No. 33-23084), filed July 15, 1988.~~

~~10(d)~~		Lindsay Manufacturing Co. Amended and Restated 1991 Long-Term Incentive Plan, incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2000.

~~10(e)~~10.6		Employment Agreement between the Company and Richard W. Parod effective March 8, 2000, incorporated by reference to Exhibit 10(a) to the Company’s Report on Form 10-Q for the fiscal quarter ended May 31, 2000.

~~10(f)~~10.7		First Amendment to Employment Agreement, dated May 2, 2003, between the Company and Richard W. Parod, incorporated by reference to Exhibit 10 (a) of Amendment No. 1 to the Company’s Report on Form 10-Q for the fiscal quarter ended May 31, 2003.

~~10(g)~~10.8		Second Amendment to Employment Agreement, dated December 22, 2004, between the Company and Richard W. Parod, incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed on December 27, 2004.

~~10(h)~~10.9		Third Amendment to Employment Agreement, dated March 20, 2007, between the Company and Richard W. Parod, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 22, 2007.

~~10(i)~~10.10		~~Lindsay Manufacturing Co. Supplemental Retirement Plan,~~Employment Agreement, dated May 1, 2006, between the Company and Owen S. Denman incorporated by reference to Exhibit ~~10(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 1994.~~

~~10(j)~~		~~Lindsay Manufacturing Co. 2001 Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10(i)~~10(q) of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2001.~~2006.

~~10(k)~~		Amendment to Lindsay Manufacturing Co. 2001 Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2005.

~~10(l)~~		~~Lindsay Corporation Management Incentive Plan (MIP), 2007 Plan Year, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2007.~~


~~10(n)~~Exhibit
Number		Description
10.12		Credit Agreement, dated June 1, 2006, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 2, 2006.

~~10(o)~~10.13		Amended and Restated ISDA Confirmation dated May 8, 2006, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 2, 2006.

~~10(p)~~10.14	��	ISDA Master Agreement, dated May 5, 2006, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 2, 2006.

~~10(q)~~10.15		Schedule to the ISDA Master Agreement, Dated May 5, 2006, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 2, 2006.

~~10(r)~~		Employment Agreement, dated May 1, 2006, between the Company and Owen S. Denman incorporated by reference to Exhibit 10(q) of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2006.

~~10(s)~~10.16		Share Purchase Agreement incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 29, 2006.

~~10(t)~~10.17		Term Note incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on December 29, 2006.

~~10(u)~~10.18		Credit Agreement incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on December 29, 2006.

~~10(v)~~10.19		First Bank Guarantee incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on December 29, 2006.

10.20		Revolving Credit Note, dated January 24, 2008, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 30, 2008.

10.21		Revolving Credit Agreement, dated January 24, 2008, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 30, 2008.

10.22*		Lindsay Corporation Policy on Payment of Directors Fees and Expenses.

21*		Subsidiaries of the Company

23*		Consent of KPMG LLP

24(a)24		The Power of Attorney authorizing Richard W. Parod to sign the Annual Report on Form 10-K for fiscal ~~2007~~2008 on behalf of ~~certain~~non-management directors.

31(a)31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

31(b)31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

32(a)32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.


*		- filed herein

5860

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~12th~~29th day of ~~November, 2007.~~October, 2008.


		LINDSAY CORPORATION

		By: Name:		/s/~~david b. downing~~timothy j. paymal
		~~Name:~~		~~David B. Downing~~Timothy J. Paymal
		Title:		~~Senior~~ Vice President and Chief Accounting Officer
				(Principal Financial ~~Officer~~Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this ~~12th~~29th day of ~~November, 2007.~~October, 2008.


/s/RICHARD W. PAROD			Richard W. Parod	Director, President and Chief Executive Officer

~~Richard W. Parod~~

/s/~~DAVID B. DOWNING~~				~~Vice President, Chief Financial Officer~~

~~David B. Downing~~

/s/TIMOTHY J. PAYMAL Timothy J. Paymal				~~Corporate Controller~~Vice President and Chief Accounting Officer

~~Timothy J. Paymal~~ /s/LORI L. ZARKOWSKI Lori L. Zarkowski				Corporate Controller

/s/ Michael N. Christodolou (1)		(1	)Michael N. Christodolou	Chairman of the Board of Directors

~~Michael N. Christodolou~~

/s/ Howard G. Buffett (1) Howard G. Buffett		(1	)	Director

~~Howard G. Buffett~~

/s/~~Larry H. Cunningham~~W. Thomas JAGODINSKI (1) W. Thomas Jagodinski		(1	)	Director

~~Larry H. Cunningham~~

/s/ J.David McIntosh (1) J. David McIntosh		(1	)	Director

~~J. David McIntosh~~

/s/ Michael C. Nahl (1) Michael C. Nahl		(1	)	Director

~~Michael C. Nahl~~

/s/ William f. welsh ii (1)		(1	)	~~Director~~

William F. Welsh II	Director


(1) By:		/s/Richard W. Parod Richard W. Parod,Attorney-In-Fact

5961


			Page(s)
Part I
Item 1. Business	2-9

Item 1A. Risk Factors	9-10

Item 1B. Unresolved Staff Comments	~~Item 1.~~	~~Business~~		2	10

Item 2. Properties	10-11

Item 3. Legal Proceedings	~~Item 1A.~~	~~Risk Factors~~		9	11

	~~Item 1B.~~	~~Unresolved Staff Comments~~		9

	~~Item 2.~~	~~Properties~~		10

	~~Item 3.~~	~~Legal Proceedings~~		10

	Item 4.	Submission of Matters to a Vote of Security Holders		10	11-12

Part II

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		12	13

Item 6. Selected Financial Data	13

	~~Item 6.~~	~~Selected Financial Data~~		13

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations		~~13-22~~	14-23

	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		~~22-23~~	23

Item 8. Financial Statements and Supplementary Data	24-52

	~~Item 8.~~	~~Financial Statements and Supplementary Data~~		~~24-51~~

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		52	53

Item 9A. Controls and Procedures	53-54

Item 9B. Other Information	~~Item 9A.~~	~~Controls and Procedures~~		~~52-53~~	54

	~~Item 9B.~~	~~Other Information~~		53

Part III
Item 10. Directors, Executive Officers and Corporate Governance	56

Item 11. Executive Compensation	56

	~~Item 10.~~	~~Directors and Executive Officers of the Registrant~~		54

	~~Item 11.~~	~~Executive Compensation~~		54

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		54	56

	Item 13.	Certain Relationships and Related Transactions, and Director Independence		54	56

	Item 14.	Principal Accounting Fees and Services		55	57

Part IV
Item 15. Exhibits, Financial Statement Schedules	57-60

SIGNATURES
	~~Item 15.~~	~~Exhibits and Financial Statement Schedules~~		~~55-56~~

~~SIGNATURES~~				58	61
~~2006 Long-Term Incentive Plan and Form of Award Agreements~~EXHIBIT 10.22
~~Subsidiaries~~EXHIBIT 21
~~Consent of KPMG LLP~~EXHIBIT 23
~~Power of Attorney~~EXHIBIT 24
~~Certification of CEO Pursuant to Section 302~~EXHIBIT 31.1
~~Certification of CFO Pursuant to Section 302~~EXHIBIT 31.2
~~Certification of CEO and CFO Pursuant to Section 906~~EXHIBIT 32


(1)		Fiscal 2008 includes the operating results of Watertronics, LLC, which was acquired in the second quarter of fiscal 2008.

		Fiscal 2007 includes the ~~acquisition~~operating results of Snoline S.P.A., which was acquired in the 2^ndsecond quarter of fiscal 2007.

		Fiscal 2006 includes the ~~acquisition~~operating results of Barrier Systems, Inc., which was acquired in the fourth quarter of fiscal ~~2006.~~2006

(2)		Defined as net earnings divided by beginning of period total assets.


	For the years ended August 31,									For the years ended August 31,
$ in thousands	2007			2006			2005			2008			2007			2006
Current:
Federal	$	10,152		$	8,149		$	2,223		$	19,505		$	10,152		$	8,149
State		704			1,200			336			1,379			704			1,200
Foreign		287			68			314			1,708			287			68

Total current		11,143			9,417			2,873			22,592			11,143			9,417

Deferred:
Federal		(2,099	)		(2,868	)		(474	)		(295	)		(2,099	)		(2,868	)
State		(145	)		(241	)		(60	)		(217	)		(145	)		(241	)
Foreign		(386	)		(599	)		(227	)		(374	)		(386	)		(599	)

Total deferred		(2,630	)		(3,708	)		(761	)		(886	)		(2,630	)		(3,708	)

Total income tax provision	$	8,513		$	5,709		$	2,112		$	21,706		$	8,513		$	5,709


	August 31,						August 31,
$ in thousands	2007			2006			2008			2007
Deferred tax assets:
Deferred rental revenue	$	2,388		$	1,913		$	1,801		$	2,388
Employee benefits liability		2,130			1,158			1,277			2,130
Net operating loss carryforwards		572			518			—			572
Defined benefit pension plan		982			799			1,030			982
Share-based compensation		1,440			649			2,684			1,440
Inventory		322			271			451			322
Warranty		577			723			851			577
Vacation		643			542			773			643
Accrued expenses and allowances		2,261			2,431			2,725			2,261

Deferred tax assets	$	11,315		$	9,004
Total deferred tax assets							$	11,592		$	11,315


Deferred tax liabilities:
Intangible Assets		(9,301	)		(7,768	)
Intangible assets								(10,263	)		(9,301	)
Property, plant and equipment		(4,287	)		(2,158	)		(4,151	)		(4,287	)
Inventory		(164	)		(382	)		(110	)		(164	)
Other		(783	)		(218	)		(755	)		(783	)

Deferred tax liabilities	$	(14,535	)	$	(10,526	)
Total deferred tax liabilities								(15,279	)		(14,535	)


Net deferred tax liabilities	$	(3,220	)	$	(1,522	)	$	(3,687	)	$	(3,220	)


	August			August			August 31,
$ in thousands	2007			2006			2008			2007
Inventory:
FIFO inventory	$	20,319		$	16,301		$	24,867		$	19,482
LIFO reserve		(6,235	)		(5,032	)
LIFO reserves								(8,203	)		(6,235	)

LIFO inventory		14,084			11,269			16,664			13,247

Weighted average inventory		12,810			8,491			20,568			12,810
Other FIFO inventory		14,916			7,694			17,586			15,753
Obsolescence reserve		(711	)		(636	)		(1,409	)		(711	)

Total inventories	$	41,099		$	26,818		$	53,409		$	41,099


	Fiscal 2007 Stock Price						Fiscal 2006 Stock Price						Fiscal 2008 Stock Price						Fiscal 2007 Stock Price
	High		Low		Dividends		High		Low		Dividends		High		Low		Dividends		High		Low		Dividends
First Quarter	$	36.62	$	28.01	$	0.065	$	25.88	$	18.31	$	0.060	$	54.43	$	38.92	$	0.070	$	36.62	$	28.01	$	0.065
Second Quarter		37.77		28.55		0.065		26.10		18.67		0.060		81.34		52.66		0.070		37.77		28.55		0.065
Third Quarter		35.65		29.55		0.065		28.01		21.59		0.060		131.14		64.81		0.070		35.65		29.55		0.065
Fourth Quarter		50.65		32.83		0.070		28.97		20.27		0.065		130.49		73.21		0.075		50.65		32.83		0.070
Year	$	50.65	$	28.01	$	0.265	$	28.97	$	18.31	$	0.245	$	131.14	$	38.92	$	0.285	$	50.65	$	28.01	$	0.265


(1)		Includes $23.9 million and $17.1 million of unallocated general and administrative expenses for fiscal 2007 and fiscal 2006, respectively.

(2)		Excludes unallocated general &and administrative expenses. Beginning in the fiscal quarter of fiscal 2007, engineering and research expenses have been allocated to each of the Company’s reporting segments; prior year disclosures have been modified accordingly.


	Year ended August 31,
(in thousands, except per share amounts)	2006		2005
Operating revenues	$	239,117	$	196,340
Net earnings	$	12,573	$	3,420

Basic net earnings per share	$	1.09	$	0.29

Diluted net earnings per share	$	1.07	$	0.29

Weighted average shares outstanding – basic		11,529		11,649

Weighted average shares outstanding – diluted		11,712		11,801


	August 31, 2007
			Greater
	Less than		than 12
$ in thousands	12 months		months
Total amount of unrealized losses	$	—	$	(25	)
Total fair value of investments with unrealized losses	$	—	$	5,761


	August 31, 2006					August 31, 2007
			Greater			Less		Greater
	Less than		than 12			than 12		than 12
	12 months		months
$ in thousands						months		months
Total amount of unrealized losses	$	—	$	(151	)	$	—	$	(25	)
Total fair value of investments with unrealized losses	$	—	$	14,880		$	—	$	5,761


	August			August			August, 31
$ in thousands	2007			2006			2008			2007
Property, plant and equipment:
Operating property, plant and equipment:
Land	$	1,496		$	1,222		$	2,269		$	1,496
Buildings		19,617			12,229			23,893			19,617
Equipment		51,862			43,687			58,382			51,862
Other		7,961			4,562			6,661			7,961

Total property, plant and equipment		80,936			61,700
Accumulated depreciation and amortization		(47,743	)		(41,402	)
Total operating property, plant and equipment								91,205			80,936
Accumulated depreciation								(51,144	)		(47,743	)

Total Property, plant and equipment, net		33,193			20,298

Total operating property, plant and equipment, net							$	40,061		$	33,193

Leased property:
Machines		2,405			2,322			3,597			2,405
Barriers		9,590			4,519			16,210			9,590

Total rental property		11,995			6,841
Accumulated depreciation and amortization		(896	)		(158	)
Total leased property							$	19,807		$	11,995
Accumulated depreciation								(2,297	)		(896	)

Total leased property, net		11,099			6,683		$	17,510		$	11,099


Property, plant and equipment, net	$	44,292		$	26,981		$	57,571		$	44,292


$ in thousands	Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total
Balance as of September 1, 2005	$	1,364	$	—	$	1,364
Acquisition of Barrier Systems, Inc.		—		9,706		9,706
Foreign currency translation		59		—		59

Balance as of August 31, 2006		1,423		9,706		11,129
Acquisition of Snoline S.P.A		—		5,429		5,429
Balance as of September 1, 2006							$	1,423	$	9,706	$	11,129
Acquisition of Snoline								—		5,429		5,429
Foreign currency translation		72		215		287		72		215		287

Balance as of August 31, 2007	$	1,495	$	15,350	$	16,845		1,495		15,350		16,845
Acquisition of W atertronics								5,439		—		5,439
Acquisition of TMA								—		1,460		1,460
Income tax adjustments								—		112		112
Foreign currency translation								143		431		574

Balance as of August 31, 2008							$	7,077	$	17,353	$	24,430


Fiscal years
2008	$	2,435
Fiscal Years			$ in thousands
2009		2,160	$	2,841
2010		1,713		2,394
2011		1,700		2,360
2012		1,700		2,345
2013				2,252


				Weighted-					Weighted-
				Average					Average
	Number of			Grant-Date		Number of			Grant-Date
	Shares			Fair Value		Shares			Fair Value
Restricted stock units at August 31, 2005		—		$	—
Granted		58,826			23.11
Vested		—			—
Forfeited		(1,100	)		18.78

Restricted stock units at August 31, 2006		57,726		$	22.75		57,726		$	22.75

Granted		62,472			32.00		62,472			32.00
Vested		(24,526	)		21.21		(24,526	)		21.21
Forfeited		(5,559	)		27.47		(5,559	)		27.47

Restricted stock units at August 31, 2007		90,113		$	27.53		90,113		$	27.53

Granted							44,271			51.21
Vested							(39,167	)		27.37
Forfeited							(6,671	)		35.92

Restricted stock units at August 31, 2008							88,546		$	39.64


	Year Ended			Year Ended
	August 31,			August 31,			For the years ended August 31,
$ in thousands	2007			2006			2008			2007			2006

Share-based compensation expense included in cost of operating revenues	$	142		$	122		$	218		$	142		$	122

Research and development		147			104			225			147			104
Sales and marketing		446			348			747			446			348
General and administrative		1,439			1,165			2,326			1,439			1,165

Share-based compensation expense included in operating expenses		2,032			1,617			3,298			2,032			1,617

Total Share-based compensation expense		2,174			1,739
Total share-based compensation expense								3,516			2,174			1,739
Tax benefit		(824	)		(659	)		(1,333	)		(824	)		(659	)

Share-based compensation expense, net of tax	$	1,350		$	1,080		$	2,183		$	1,350		$	1,080


	For the Year ended August 31,
	2006			2005
Expected volatility		35.13	%		34.65 - 35.86	%
Expected dividends		0.76	%		0.68 - 0.77	%
Expected term (in years)		7.00			7.00
Risk-free interest rate		4.52	%		4.12 - 4.30	%


	For the three months ended the last day of
$ in thousands, except per share amounts	November		February		May		August
Fiscal 2007
Operating revenues	$	51,532	$	63,674	$	93,147	$	73,504
Cost of operating revenues		39,067		49,219		68,725		55,114
Earnings before income taxes		2,744		3,615		11,535		6,239
Net earnings		1,783		2,512		7,477		3,848
Diluted net earnings per share	$	0.15	$	0.21	$	0.62	$	0.32
Market price (NYSE)
High	$	36.62	$	37.77	$	35.65	$	50.65
Low	$	28.01	$	28.55	$	29.55	$	32.83

Fiscal 2006
Operating revenues	$	39,504	$	54,912	$	75,013	$	56,572
Cost of operating revenues		32,077		45,048		57,977		42,658
Earnings before income taxes		792		2,504		9,142		4,971
Net earnings		511		1,717		6,415		3,057
Diluted net earnings per share	$	0.04	$	0.15	$	0.55	$	0.26
Market price (NYSE)
High	$	25.88	$	26.10	$	28.01	$	28.97
Low	$	18.31	$	18.67	$	21.59	$	20.27


⁽¹⁾		Plans approved by shareholders include the Company’s ~~1991,~~ 2001 and 2006 Long-Term Incentive Plans. While certain options and rights remain outstanding under the Company’s ~~1991 and~~ 2001 Long-Term Incentive ~~Plans,~~Plan, no future equity compensation awards may be granted under ~~these plans.~~this plan.

⁽²⁾		Consists of options issued to Richard W. Parod pursuant to his employment agreement, which was not approved by shareholders.


~~Exhibit~~
~~Number~~		~~Description~~

~~10(m)~~10.11		Term Note, dated June 1, 2006, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 2, 2006.