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) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Commission File Number 1-13419

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.)
2222 North 111th Street, Omaha, Nebraska		68164
(Address of principal executive offices)		(Zip Code)

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

Title of 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). Yes o      No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o      No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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. Yes þ      No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o      No o

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-K þ

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ

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 27, 2009 was $294,744,200.

As of November 6, 2009, 12,410,448 shares of the registrant’s Common Stock were outstanding.

Portions of the Proxy Statement pertaining to the Registrant’s 2010 annual stockholders’ meeting are incorporated herein by reference into Part III.

 

 

TABLE OF CONTENTS

		Page(s)
Part I
Item 1. Business		2-9
Item 1A. Risk Factors		9-10
Item 1B. Unresolved Staff Comments		10
Item 2. Properties		10-11
Item 3. Legal Proceedings		11
Item 4. Submission of Matters to a Vote of Security Holders		11-13
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 6. Selected Financial Data		14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14-23
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		23
Item 8. Financial Statements and Supplementary Data		24-52
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		53
Item 9A. Controls and Procedures		53-54
Item 9B. Other Information		55
Part III
Item 10. Directors, Executive Officers and Corporate Governance		56
Item 11. Executive Compensation		56
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		56
Item 13. Certain Relationships and Related Transactions, and Director Independence		56
Item 14. Principal Accounting Fees and Services		57
Part IV
Item 15. Exhibits, Financial Statement Schedules		57-61
SIGNATURES		62
EX-10.16
EX-21
EX-23
EX-24
EX-31.1
EX-31.2
EX-32

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. Through the acquisition of Watertronics, Inc. in January 2008, the Company entered the market for water pumping stations and controls which provides further opportunities for integration with irrigation control systems. The Company also manufactures and markets various infrastructure products, including moveable barriers for traffic lane management, crash cushions, road marking and other road safety devices. In addition, the Company’s infrastructure segment produces large diameter steel tubing and railroad signaling structures, 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 facility is 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., located in South Africa, was organized in September 2002 and manufactures and markets irrigation equipment for the southern African market. Lindsay (Tianjin) Industry Co., Ltd., located in China, was organized in June 2009 and manufactures and markets irrigation equipment for the Chinese market. In addition, the Company leases office space in Beijing, China and leases a warehouse facility in Dalian, China.

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

     Barrier Systems, Inc. (“BSI”), located in Rio Vista, California, manufactures moveable 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 its Zimmatic brand. The Company also manufactures and markets separate lines of center pivot and lateral move irrigation equipment for use on smaller fields under its Greenfield and Stettyn brands, and hose reel travelers under the Perrot brand (Greenfield in the United States, Perrot in Europe, and Stettyn in South Africa). The Company also produces irrigation controls, chemical injection systems and remote monitoring and control systems which it sells under its GrowSmart brand. 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 move system can also be custom designed and can irrigate from 25 to 600+ acres. A mini-pivot is a small version of the standard pivot and is used for smaller fields and/or shorter crops than standard pivots.

     A center pivot system represents a significant investment to a farmer. In a dry land conversion to center pivot irrigation, approximately one-half of the investment is for the pivot itself and the remainder is attributable to installation of additional equipment such as wells, pumps, underground water pipes, electrical supply and a concrete pad upon which the pivot is anchored. Through the acquisition of Watertronics, 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 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 and product name FieldNET.

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 — 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 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, including Zimmatic, 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, primarily relating to water supply (wells, pumps, pipes) and electrical supply (on-site generation or hook-up to power lines). Lindsay dealers generally are established local agri-businesses, many of which also deal in related products, such as well drilling and water pump equipment, farm implements, grain handling and storage systems, and farm structures.

     International Market — Over the years, the Company has sold center pivot and lateral move irrigation systems throughout the world. The Company has production and sales operations in France, Brazil, South Africa and China as well as sales operations in Australia, New Zealand, Central America and the Middle East serving the key European, South American, African, 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 million, $3.6 million, and $3.0 million for fiscal years 2009, 2008, and 2007, 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^™”) 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^™”) 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 machines used in construction applications. The leases extend for periods of three months 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 for over 25 years. Significant progress has been made introducing the products into international markets in recent years. Typical sales for a highway safety or road improvement project range from $2.0-$20.0 million, making them significant capital investments.

Crash Cushions and End Terminals — 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, bridge supports, utility poles and other fixed roadway hazards. The Company’s primary crash cushion products cover a full range of lengths, widths, speed capacities and application accessories and include the following brand names: TAU^®, Universal TAU-II^®, TAU-B_NR^™, ABSORB 350^® and Walt^™. In addition to these products the Company also offers guardrail end terminal products such as the X-Tension^™ and TESI^® systems. The crash cushions and end terminal products compete with other vendors in the world market. These systems are generally sold through a distribution channel that is domiciled in particular geographic areas.

Specialty Barriers — BSI and Snoline also offer specialty barrier products such as the SAB^™, ArmorGuard^™, 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 primarily in temporary 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 highway safety products in accordance with both the National Cooperative Highway Research Program (“NCHRP”) Report 350 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.

Other Products — The Company’s Diversified Manufacturing and Tubing business unit (“Diversified Manufacturing”) manufactures and markets large diameter steel tubing and railroad signaling structures, and provides outsourced manufacturing and production services for other companies. 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 benefit from the Company’s design and engineering capabilities as well as the Company’s ability to provide a wide spectrum of manufacturing services, including welding, machining, painting, forming, galvanizing and assembling hydraulic, electrical, and mechanical components.

Markets — BSI’s and Snoline’s primary market includes moveable concrete barriers, delineation systems, guardrails and similar protective equipment. The U.S. roadway infrastructure market 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. 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. In the long term, the Company believes that the federal program provides a solid platform for growth in the U.S. market, as it is generally acknowledged that additional funding will be required for infrastructure development and maintenance in 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 European Union’s prevention program which has the goal to lower fatalities by 50% by 2010.

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 $3.0 million, $2.8 million and $1.7 for fiscal years 2009, 2008 and 2007, respectively. 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.

Distribution methods and channels — The Company has production and sales operations in Nebraska, California and Italy. BSI’s and Snoline’s sales efforts consist of both direct sales and sales programs managed by its network of distributors and third-party representatives. The sales teams have responsibility for new business development and assisting distributors and dealers in soliciting large projects and new customers. The distributor and dealer networks have exclusive territories and are responsible for developing sales and providing service, including product maintenance, repair and installation. The typical dealer sells an array of safety supplies, road signs, crash cushions, delineation equipment and other highway products. Customers include Departments of Transportation, municipal transportation road agencies, 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,
$ in millions		2009								2008								2007
						% of Total								% of Total								% of Total
		Revenues				Revenues				Revenues				Revenues				Revenues				Revenues
United States		$	200.6				60			$	309.2				65			$	192.5				68
Europe, Africa, Australia & Middle East			88.3				26				104.2				22				57.4				20
Mexico & Latin America			27.5				8				42.2				9				19.4				7
Other International			19.8				6				19.5				4				12.6				5
Total Revenues		$	336.2				100			$	475.1				100			$	281.9				100

SEASONALITY

Irrigation equipment sales are seasonal by nature. Farmers generally order systems to be delivered and installed before the growing season. Shipments to U. S. customers usually peak during the Company’s second and third fiscal quarters for the spring planting period. Sales of infrastructure products are traditionally higher during prime construction seasons and lower in the winter. The primary construction season in North America is from March until late September which corresponds to the Company’s third and fourth fiscal quarters.

CUSTOMERS

The Company is not dependent for a material part of either segment’s business upon a single customer or upon a limited number of customers. The loss of any one customer would not have a material adverse effect on the Company’s financial condition, results of operations or cash flow.

ORDER BACKLOG

As of August 31, 2009, the Company had an order backlog of $43.6 million, a decrease of 53% from $92.3 million at August 31, 2008. The Company expects that the existing backlog of orders will be filled in fiscal 2010.

     Generally, the Company manufactures or purchases the components for its irrigation equipment from a sales forecast and prepares the equipment for shipment upon the receipt of a U.S. or international dealer’s firm order. Irrigation equipment orders from U.S. dealers are generally accompanied with a down payment unless they are purchased through one of the Company’s preferred vendor financing programs. Irrigation equipment orders being delivered to international markets from the U.S. are generally shipped against prepayments or receipt of an irrevocable letter of credit confirmed by a U.S. bank or other secured means, which call for delivery within time periods negotiated with the customer. Orders delivered from the Company’s international irrigation manufacturing operations are generally shipped according to payment and/or credit terms customary to that country or region.

     Generally, the company manufactures or purchases the components for its infrastructure equipment, excluding QMB^™ systems, from a sales forecast and prepares the equipment for shipment upon the receipt of a U.S. or international distributor’s firm order. The Company manufactures or purchases the components for its QMB^™ systems once a contract has been signed. Generally, QMB system contracts require a down payment before manufacturing of the QMB system will begin.

RAW MATERIALS AND COMPONENTS

Raw materials used by the Company include coil steel, angle steel, plate steel, zinc, tires, gearboxes, concrete, rebar, fasteners, and electrical and hydraulic components (motors, switches, cable, valves, hose and stators). The Company 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 2009, 2008, and 2007 were $10.5 million, $14.1 million and $14.6 million, respectively. Capital expenditures for fiscal 2010, excluding possible expansion of the leased barrier and barrier-transfer machine fleet, are estimated to be approximately $8.5 to $9.5 million. The planned expenditures include equipment for the continued start-up in China, manufacturing equipment replacement, tooling, equipment, and facilities for identified efficiency improvements. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

PATENTS, TRADEMARKS, AND LICENSES

Lindsay’s Zimmatic, 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 in markets deemed appropriate. 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 2009, 2008, and 2007 were 766, 1,239 and 899, 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 contaminants to be removed by aeration. In 2008, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan that will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and determine whether the contaminated groundwater is being contained by current and planned remediation methods. The Company accrues the anticipated cost of remediation when the obligation is probable and can be reasonably estimated. During the first and fourth quarters of fiscal 2009, the Company accrued incremental costs of $0.7 million and $0.4 million, respectively, for additional environmental monitoring and remediation in connection with the current ongoing supplemental remedial action work plan. Amounts accrued and included in balance sheet liabilities related to the remediation actions were $1.3 million and $0.3 million at August 31, 2009 and 2008, respectively. Although the Company has accrued all reasonably estimable costs of completing the remediation actions defined in the supplemental remedial action work plan, it is possible that testing may indicate additional remediation is required or additional actions could be requested or mandated by the EPA at any time, resulting in the recognition of additional related expenses.

SUBSIDIARIES

The Company’s primary wholly-owned operating 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., Lindsay (Tianjin) Industry Co., Ltd., Barrier Systems, Inc., and Snoline S.P.A.

     Lindsay Manufacturing, LLC and its predecessor, Lindsay Manufacturing Co., have manufactured and marketed irrigation equipment for the North American market and international export market since 1955. Lindsay Manufacturing, LLC also manufactures certain products for the infrastructure segment including the Company’s outsource manufacturing operation. Lindsay Manufacturing, LLC operates its primary manufacturing facility in Lindsay, Nebraska and a separate facility in Omaha, Nebraska.

     Lindsay Transportation, Inc. was formed in 1975. It owns approximately 100 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., located in South Africa, was organized in September 2002 and is a manufacturer and marketer of irrigation equipment for the southern African market.

     Lindsay (Tianjin) Industry Co., Ltd., located in China, was organized in June 2009 and manufactures and markets irrigation equipment for the Chinese 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 and road marking equipment for use on roadways. Snoline has been in business since 1955 and was acquired by Lindsay in December 2006.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

The Company’s primary production facilities are located in the United States, but it also has smaller production facilities in France, Brazil, South Africa, China and Italy. Most of the Company’s financial transactions are in U.S. dollars, although some export sales and sales from the Company’s foreign subsidiaries, which are approximately 18% of total consolidated Company sales in fiscal 2009, are conducted in local currencies.

     A portion of the Company’s cash flow is derived from sales and purchases denominated in currencies other than the designated functional currency. 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 and, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of the Company’s operations. Also, 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 long-term note held by Snoline.

     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 foreign currency risks, see Item 7A of Part II of this report.

INFORMATION AVAILABLE ON THE 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 Exchange Act of 1934, as amended, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. The Company’s internet address is http://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:

Audit Committee Charter
Compensation Committee Charter
Corporate Governance and Nominating Committee Charter
Corporate Governance Principles
Code of Ethical Conduct
Code of Business Conduct and Ethics
Employee Complaint Procedures for Accounting and Auditing Matters
Special Toll-Free Hotline Number, E-mail Address, and Mail Address for Making Confidential or
Anonymous Complaints

These documents are also available in print to any shareholder upon request, by sending a letter addressed to the Secretary of the Company.

New York Stock Exchange Certification

On February 23, 2009, 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 equipment sales are highly dependent on foreign market conditions. For the fiscal year ended August 31, 2009, approximately 40% of the Company’s consolidated revenues were generated from international 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 and health and safety 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’s ongoing remediation activities at its Lindsay, Nebraska facility are described in Note O to the Company’s consolidated financial statements.

The Company’s sales and access to credit may be negatively affected by current economic conditions. The ongoing instability in U.S. and international financial and credit markets along with the resulting global recessionary concerns has, and is expected to continue to, adversely affect the ability of farmers and government agencies to buy and finance irrigation equipment and highway infrastructure equipment. 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.

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.

     In the fourth quarter of fiscal 2009, the Company purchased a facility that will primarily serve as a manufacturing location for infrastructure products. The 83,000 square foot facility is located on approximately six acres in Omaha, Nebraska. In addition, the Company continues its month to month lease of approximately 13,000 square feet of manufacturing space in Omaha, Nebraska where it produces certain products for the infrastructure segment. The Company expects to terminate the lease by the end of the 2009 calendar year after it has transitioned into the new facility. The Company also leases approximately 29,500 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 February 2019.

     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 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 2013.

     Lindsay Manufacturing Africa (PTY) Ltd. currently leases a manufacturing facility in Paarl, South Africa where it manufactures irrigation products for the southern 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.

     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.

     Lindsay (Tianjin) Industry Co., Ltd. currently leases a manufacturing facility in Tianjin, China where it manufactures irrigation products for the Chinese markets. The facility contains a total of 57,000 square feet of leased space and the lease expires in May 2013. In addition, the Company also leases office space in Beijing, China and a warehouse facility in Dalian, China for its irrigation business. The Beijing lease expires in 2010 and may be canceled prior to that time upon a three-month notice. The Dalian lease expires in 2010 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 2009.

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. All executive officers of the Company are appointed by the Board of Directors annually and have employment agreements. 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			56			President and Chief Executive Officer
Thomas D. Spears			46			President — Infrastructure Business
David B. Downing			54			CFO and President — Lindsay International
Barry A. Ruffalo			39			President — North American Irrigation
Tim J. Paymal			35			Vice President and Chief Accounting Officer
Dan G. Keller*			50			Vice President — Human Resources
Mark A. Roth*			34			Vice President — Corporate Development and Treasurer
Lori L. Zarkowski*			34			Corporate Controller
Douglas A. Taylor*			46			Vice President and Chief Information Officer
Eric R. Arneson*			35			Vice President, General Counsel and Secretary

     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. Thomas D. Spears, joined the Company in June 2009 as President of the Infrastructure Business of the Company. Prior to joining Lindsay and since 1998, Mr. Spears was employed by Valmont Industries, Inc., most recently as Group President of North American Engineered Structures, Specialty Structures and Coatings businesses. From January 1993 to June 1998 Mr. Spears held various positions of increasing responsibility with Emerson Electric Corporation, most recently as the President of Rosemount Analytical Uniloc Division. Prior to that time and since August 1982, Mr. Spears held various positions of increasing responsibility with General Motors Corporation, most recently as a Senior Manufacturing Engineer and Program Manager.

     Mr. David B. Downing is Chief Financial Officer and President — International of the Company and has held such positions since March 2009 and March 2008, respectively. Previously he was Senior Vice President-Finance, Chief Financial Officer, Treasurer and Secretary of the Company and held such position since August 2004, when he joined the Company. Prior to August 2004, Mr. Downing served as the President of FPM L.L.C., a heat-treating company based in Elk Grove Village, IL, after joining that company in January 2001 as Vice President and Chief Financial Officer. Previously, Mr. Downing served as Vice President and Controller for Thermo-King, which manufactured transport refrigeration equipment.

     Mr. Barry A. Ruffalo is President of North America Irrigation of the Company and has held such position since March 2007, when he joined the Company. Prior to joining Lindsay and since February 2007, Mr. Ruffalo was most recently a Director of North American Operations for Joy Global Inc. Prior to that time and since 1996, Mr. Ruffalo held various positions of increasing responsibility with Case New Holland; the last five 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 is Vice President of Human Resources of the Company and has held such position since April 2008, when he joined the Company. Prior to joining Lindsay and since December 2006, 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. From March 2001 through 2004 when he joined the Company, Mr. Roth was an Associate with McCarthy Group, Inc., a Midwest-based investment bank and private equity fund. From January 1998 through February 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 joining the Company 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 CIO and was 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 is Vice President, General Counsel and Secretary of the Company and has held such positions since April 2008. 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.

PART II

ITEM 5 — Market For the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Lindsay Common Stock trades on the New York Stock Exchange, Inc. (NYSE) under the ticker symbol “LNN”. As of September 30, 2009, there were approximately 173 shareholders of record.

The following table sets forth for the periods indicated the range of the high and low stock price and dividends paid per share:

		Fiscal 2009 Stock Price												Fiscal 2008 Stock Price
		High				Low				Dividends				High				Low				Dividends
First Quarter		$	97.80			$	33.02			$	0.075			$	54.43			$	38.92			$	0.070
Second Quarter			43.22				24.00				0.075				81.34				52.66				0.070
Third Quarter			41.52				20.89				0.075				131.14				64.81				0.070
Fourth Quarter			47.02				29.71				0.080				130.49				73.21				0.075
Year		$	97.80			$	20.89			$	0.305			$	131.14			$	38.92			$	0.285

Purchases of equity securities by the issuer and affiliated purchases — The Company made no repurchases of its common stock under the Company’s stock repurchase plan during the fiscal year ended August 31, 2009; therefore, tabular disclosure is not presented. From time to time, the Company’s Board of Directors has authorized management to repurchase shares of the Company’s common stock. Under this share repurchase plan, management has existing authorization to purchase, without further announcement, up to 881,139 shares of the Company’s common stock in the open market or otherwise.

ITEM 6 — Selected Financial Data

		For the Years Ended August 31,
in millions, except per share amounts		2009				2008				2007				2006				2005
Operating revenues (1)		$	336.2			$	475.1			$	281.9			$	226.0			$	177.3
Gross profit			80.6				123.8				69.7				48.2				33.6
Operating expenses			58.2				61.6				46.0				32.7				28.1
Operating income			22.4				62.2				23.8				15.5				5.5
Net earnings			13.8				39.4				15.6				11.7				4.8
Net diluted earnings per share			1.11				3.20				1.31				1.00				0.41
Cash dividends per share			0.305				0.285				0.265				0.245				0.225
Property, plant and equipment, net			59.6				57.6				44.3				27.0				17.3
Total assets			307.9				325.9				242.2				192.2				134.8
Long-term obligations			19.5				25.6				31.8				25.7				—
Return on sales			4.1	%			8.3	%			5.5	%			5.2	%			2.7	%
Return on beginning assets (2)			4.2	%			16.3	%			8.1	%			8.7	%			3.5	%
Diluted weighted average shares			12.461				12.324				11.964				11.712				11.801

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 2010 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 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

The Company manufactures and markets Zimmatic, Greenfield, Stettyn, and Perrot center 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 its GrowSmart brand. These products are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. Through its acquisition of Watertronics in January 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, China and Hartland,

Wisconsin, USA. The Company also manufactures and markets various infrastructure products, including moveable 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 railroad signaling structures, 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. Significantly lower crop prices, lower U.S. Department of Agriculture (“USDA”) projected Net Farm income, and declining farmer sentiment created unfavorable market conditions for domestic irrigation equipment sales during fiscal 2009. 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 acquisitions. On January 24, 2008, the Company completed the acquisition of Watertronics. The acquisition reflects the execution of the Company’s strategy to grow its irrigation business with additional proprietary irrigation products. On November 9, 2007, the Company completed the acquisition of certain assets of Traffic Maintenance Attenuators, Inc. and Albert W. Unrath, Inc. In addition, on August 28, 2009, the Company completed the acquisition of certain assets of GE Transportation Systems Global Signaling, LLC. The Company sees opportunities to create shareholder value through the acquisition of product line extensions that will enhance the Company’s highway safety product offering, globally.

     Since 2001, the Company has added the operations in Europe, South America, South Africa and 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. As a result, none of the international operations has achieved the operating margin of the United States based irrigation operations.

Recently Issued Accounting Pronouncements

In 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 became effective for the Company for business combinations for which the acquisition date is on or after September 1, 2009.

     In April 2008, the FASB issued FASB Staff Position No. SFAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP No. SFAS 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. SFAS 142-3 will be effective for the Company beginning in the first quarter of its fiscal year 2010. The Company does not expect this pronouncement to have a material impact on the Company’s consolidated financial statements.

     In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP SFAS 107-1 and APB 28-1”). This FSP extends the requirements of SFAS No. 107, Disclosures about Fair Value of Financial Instruments to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP SFAS 107-1 and APB 28-1 also amend APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP SFAS 107-1 and APB 28-1 became effective for the Company’s fiscal year ended August 31, 2009. This pronouncement resulted in enhanced disclosures in the Company’s reports, but did not have an impact on the Company’s consolidated financial statements.

     In April 2009, the FASB issued FSP SFAS No. 141R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, (“FSP SFAS 141R-1”). This FSP amends and clarifies SFAS No. 141R to require that an acquirer recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition date fair value of that asset or liability can be determined during the measurement period. If the acquisition date fair value of such an asset acquired or liability assumed cannot be determined, the acquirer should apply the provisions of SFAS No. 5,

Accounting for Contingencies, to determine whether the contingency should be recognized at the acquisition date or after it. FSP SFAS 141R-1 is effective for the Company for business combinations for which the acquisition date is on or after September 1, 2009. The Company will assess the effect of this pronouncement on future acquisitions by the Company as they occur.

     In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 became effective for the Company for its fiscal year ended August 31, 2009. This pronouncement resulted in enhanced disclosures in the Company’s reports, but did not have an impact on the Company’s consolidated financial statements.

     In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and Hierarchy of GAAP (“SFAS No. 168”). SFAS No. 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles and establishes the FASB Accounting Standards Codification^TM as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements that the Company will issue for interim and annual periods ending after September 15, 2009. The adoption of this guidance will change the way the Company references various elements of GAAP when preparing the financial statement disclosures, but will not have an impact on the Company’s consolidated financial statements.

     In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value” (“ASU 2009-05”). This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance. This would be effective for the Company beginning in the second quarter of its fiscal year 2010. The Company is assessing the impact of ASU 2009-05 on its consolidated financial statements.

     In October 2009, the FASB issued ASU No. 2009-13 (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is assessing the impact that the adoption of this standard will have on its 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 2009.

     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, China 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, 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 2009 Compared to Fiscal 2008” and the “Fiscal 2008 Compared to Fiscal 2007” 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 2009 Compared to Fiscal 2008

The following table provides highlights for fiscal 2009 compared with fiscal 2008:

		For the Years Ended								Percent
		August 31,								Increase
$ in thousands		2009				2008				(Decrease)
Consolidated
Operating revenues		$	336,228			$	475,087				(29.2	)%
Cost of operating revenues		$	255,597			$	351,255				(27.2	)%
Gross profit		$	80,631			$	123,832				(34.9	)%
Gross margin			24.0	%			26.1	%
Operating expenses (1)		$	58,214			$	61,593				(5.5	)%
Operating income		$	22,417			$	62,239				(64.0	)%
Operating margin			6.7	%			13.1	%
Interest expense		$	(2,030	)		$	(3,035	)			(33.1	)%
Interest income		$	934			$	1,735				(46.2	)%
Other income (expense), net		$	(782	)		$	172				(554.7	)%
Income tax provision		$	6,716			$	21,706				(69.1	)%
Effective income tax rate			32.7	%			35.5	%
Net earnings		$	13,823			$	39,405				(64.9	)%
Irrigation Equipment Segment (See Note R)
Operating revenues		$	255,507			$	374,906				(31.8	)%
Operating income (2)		$	35,504			$	66,848				(46.9	)%
Operating margin (2)			13.9	%			17.8	%
Infrastructure Products Segment
Operating revenues		$	80,721			$	100,181				(19.4	)%
Operating income (2)		$	(36	)		$	9,624				(100.4	)%
Operating margin (2)			0.0	%			9.6	%

Revenues

Operating revenues for fiscal 2009 decreased by $138.9 million or 29% from fiscal 2008. This decrease was attributable to a 32% decrease in irrigation equipment revenues and a 19% decrease in infrastructure product revenues.

     Domestic irrigation revenues decreased $81.1 million or 34% compared to fiscal 2008. The decline in domestic irrigation equipment revenues was mostly due to a decline in the number of systems shipped compared to fiscal 2008. The Company has generally not reduced prices for its irrigation equipment in order to maintain sales volume or market share. Near-record projected harvests have continued to keep commodity prices lower than last year.

Commodity prices for corn, soybeans, and wheat were lower when compared to the same time last year. USDA projections for 2009 Net Farm Income show a 38% decline when compared to 2008 estimates and 15% below the ten year average. Throughout the traditional selling season in fiscal 2009, and in the typically slower fourth quarter, farmers remained cautious about making investments in capital goods. International irrigation revenues decreased $38.3 million or 28% compared to fiscal 2008. Export shipments decreased to Australia, Central America, Mexico and the Mideast, but were partially offset by increased exports to China. The net decrease in export irrigation sales was driven by general economic conditions, lower commodity prices and funding availability in developing markets. Revenue from the Company’s international irrigation business units in Brazil, South Africa, and France were also significantly lower as compared to fiscal 2008 for similar reasons. While global farmer sentiment regarding capital goods purchases was impacted by general economic conditions and lower commodity prices, the long-term market drivers remain positive. A growing world-wide population, the benefits of mechanized irrigation in expanding yields and improving water use efficiencies remain a very compelling proposition for farmers

     Infrastructure products segment revenues decreased by $19.5 million or 19% compared to the prior fiscal year. The decrease in infrastructure revenues is primarily attributable to revenues decreasing approximately 32% and 21% in the Company’s BSI and Diversified Manufacturing business units, respectively. The decrease in revenues for BSI was due to lower sales of moveable barrier projects compared to fiscal 2008. While BSI had anticipated significant revenues in 2009 from an order for a large road project in Mexico City, this project was delayed and is now expected to generate those revenues in fiscal 2010. Road infrastructure projects from Federal stimulus funds have been implemented, but it appears that those projects have had minimal incremental effect on demand as States have faced reduced tax revenues, resulting in curtailing other planned infrastructure projects. In addition, the early stimulus funds have been applied to “shovel ready” maintenance projects, versus more significant road widening or new road construction projects, which are more likely to use the Company’s moveable barrier and crash cushion products. The decrease in revenues for the Diversified Manufacturing business unit was due to lower sales of tubing to manufacturers of grain handling equipment, also affected by farmers’ sentiment regarding equipment purchases. Diversified Manufacturing revenues were also lower on shipments of railroad signaling structures sold to GE Transportation Systems. During the fourth quarter of fiscal 2009, the Company purchased this product line from GE Transportation Systems and is transitioning from contract manufacturing these products to direct sales to the railroads. As this change is fully implemented, the Company’s management expects this to improve gross margins in the Diversified Manufacturing business unit.

Gross Margin

Gross profit was $80.6 million for fiscal 2009 a decrease of $43.2 million compared to fiscal 2008. Gross margin was 24.0% for fiscal 2009 compared to 26.1% for the prior fiscal year. Manufacturing efficiency decreased on irrigation products during fiscal 2009 resulting from significantly reduced factory volume. Gross margin on infrastructure products decreased primarily as a result of unfavorable product mix, manufacturing variances on lower volume, and higher steel costs.

Operating Expenses

The Company’s operating expenses of $58.2 million for fiscal 2009 decreased $3.4 million as compared to fiscal 2008. The decrease in operating expenses for fiscal 2009 was primarily attributable to lower personnel related costs.

Interest, Other Income (Expense), net

Interest expense for fiscal 2009 of $2.0 million decreased by $1.0 million compared to the prior fiscal year. The decrease in interest expense is due to principal reductions on the Company’s two outstanding term notes. In addition, the Company had an outstanding balance of $15.0 million on its revolving line of credit for a portion of fiscal 2008 compared to having no outstanding balances during fiscal 2009.

     Interest income for fiscal 2009 decreased by $0.8 million compared to fiscal 2008. The decrease in interest income is primarily due to earning a lower interest rate on investments of the Company’s cash balances.

     Other expense, net during fiscal 2009 increased by $1.0 million compared with the same prior year period. This primarily resulted from foreign currency transaction losses realized from the volatility of exchange rates during fiscal 2009.

Taxes

The Company recorded income tax expense of $6.7 million and $21.7 million for fiscal 2009 and 2008, respectively. The effective tax rate was 32.7% and 35.5% for fiscal 2009 and 2008, respectively. The effective tax rate for the fiscal year 2009 was lower than the U.S. statutory tax rate primarily due to three items that reduced income tax expense for the period. The first item was a benefit of $0.1 million due to the reversal of previously

recorded liabilities for uncertain tax positions relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.4 million resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision. The third item was a benefit of $0.4 million related to the section 199 domestic production activities deduction.

Net Earnings

Net earnings were $13.8 million or $1.11 per diluted share for fiscal 2009 compared with $39.4 million or $3.20 per diluted share for the same prior year period. The Company’s operating income fell to $22.4 million for fiscal 2009 compared to $62.2 million for fiscal 2008 due primarily to a decline in revenues and in gross margins, which were partially offset by lower operating costs.

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)		$	66,848			$	26,283				154.3	%
Operating margin (2)			17.8	%			12.1	%
Infrastructure Products Segment
Operating revenues		$	100,181			$	65,377				53.2	%
Operating income (2)		$	9,624			$	8,079				19.1	%
Operating margin (2)			9.6	%			12.4	%

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.

     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 had 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 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 expanded its presence in crash cushions and other road safety products in Europe through its Snoline subsidiary.

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 was 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.

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.

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 four credit arrangements that are described below.

     The Company’s cash and cash equivalents totaled $85.9 million at August 31, 2009 compared with $50.8 million at August 31, 2008.

     The Company currently maintains two bank lines of credit with Wells Fargo, N.A. and Societe Generale to provide additional working capital or to fund acquisitions, if needed. The Company entered into an unsecured

$30.0 million Revolving Credit Note and Credit Agreement, effective as of January 24, 2008, with Wells Fargo Bank, N.A. (the “Revolving Credit Agreement”). As of August 31, 2009 and 2008, there was no outstanding balance on the Revolving Credit Agreement.

     Borrowings under the Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 50 basis points. Interest is repaid on a monthly or 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 Company’s management expects to obtain a similar line of credit prior to termination.

     The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow up to 2.3 million Euros, which equates to approximately $3.3 million as of August 31, 2009, for working capital purposes (the “Euro Line of Credit”). At August 31, 2009 there was no balance outstanding under the Euro Line of Credit. At August 31, 2008, there was $1.8 million outstanding on the Euro Line of Credit, which was included in notes payable on the consolidated balance sheets. Under the terms of the Euro Line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as the Euro Interbank Offered Rate plus 150 basis points (all inclusive, 1.93% at August 31, 2009). Unpaid principal and interest is due by January 31, 2010, which is the termination date of the Euro Line of Credit. The Company’s management expects to obtain a similar line of credit prior to termination.

     The Company also has two term loan arrangements that it used to finance previous acquisitions. The Company entered into an unsecured $30.0 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 that commenced in September, 2006. The BSI Term Note is due in June of 2013.

     On December 27, 2006, the Company entered into an unsecured $13.2 million seven-year Term Note and Credit Agreement (the “Snoline Term Note”) with Wells Fargo Bank, N.A. in conjunction with the acquisition of 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. The Snoline Term Note is due in December of 2013. In connection with the Snoline Term Note, 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 as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. 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%.

     The BSI Term Note, the Snoline Term Note and the Revolving Credit Agreement (collectively, the “Notes”) each contain the same covenants, including certain covenants relating to Lindsay’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio and a current ratio (all as defined in the Notes) at specified levels. 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 under the Notes may be declared to be immediately due and payable. At August 31, 2009, the Company was in compliance with all loan covenants.

     The risk of receivable collectability has increased as global economic conditions have softened. In response, the Company continuously monitors the receivable portfolio and takes aggressive collection actions when required. In light of the ongoing significant changes in credit market liquidity and the general slowdown in the global economy, the Company still believes its current cash resources, projected operating cash flow, and remaining capacity under its 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 $57.5 million during the fiscal year ended August 31, 2009 compared to $30.5 million provided by operations during the same prior year period. Cash provided by operations improved $27.0 million due to a decrease in cash used for working capital items resulting from lower business activities, and an increase in cash provided by noncurrent assets and liabilities, partially offset by a decrease in cash provided from net income.

     Cash flows used in investing activities totaled $12.7 million during the fiscal year ended August 31, 2009 compared to cash flows used in investing activities of $6.3 million during the same prior year period. Cash used for investing activities in 2009 included $10.5 million used for the purchase of property, plant and equipment and $3.1 million for the acquisition of a product line from GE Transportation Systems. Cash used in investing activities in 2008 included $21.0 million for acquisitions, $13.9 million for the purchase of marketable securities and $14.1

million for the purchase of property, plant and equipment. Cash used in 2008 was partially offset by proceeds of $41.5 million from maturities of marketable securities.

     Cash flows used in financing activities totaled $9.8 million during the fiscal year ended August 31, 2009 compared to cash flows provided by financing activities of $5.2 million during the same prior year period. The increase in cash used in financing activities was primarily due to a $6.9 million decrease in excess tax benefits from stock-based compensation, a $5.1 million decrease in proceeds from the issuance of common stock under the stock compensation plan and an increase in cash used of $2.7 million from net payments on revolving line of credit.

Inflation

The Company is subject to the effects of changing prices. During fiscal 2009, the Company experienced volatility in pricing 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. However, competitive market pressures may affect the Company’s 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.

																				More
$ in thousands		Note						Less than				2-3				4-5				than 5
Contractual Obligations		Reference		Total				1 Year				Years				Years				Years
Leases		O		$	9,862			$	2,087			$	3,080			$	1,752			$	2,943
Term Note Obligation		L			25,625				6,171				12,342				7,112				—
Interest Expense		L			3,150				1,305				1,567				278				—
Unrecognized Tax Benefits (1)		E			1,464				—				—				—				1,464
Supplemental Retirement Plan		P			5,165				557				1,093				1,062				2,453
Total				$	45,266			$	10,120			$	18,082			$	10,204			$	6,860

Market Conditions and Fiscal 2010 Outlook

During the first quarter of fiscal 2009, the economic recession significantly affected farmers’ sentiment regarding capital investments, resulting in a dramatic decrease in irrigation equipment demand in the U.S. market, shortly followed by a similar decrease in the international markets. The September USDA projections for 2009 Net Farm Income show a 38% decline when compared to the 2008 estimate and 15% below the ten year average. Farmers have been driven to analyze their production costs and capital investments carefully and have remained cautious throughout the year awaiting clearer indications of improving farm economics. In the U.S. market, farmers typically purchase irrigation equipment in the late winter or early spring, in advance of planting. Because of that seasonal buying pattern and heavy dependence on the U.S. market, the outlook for fiscal year 2010 remains uncertain at this time. However, in the long term, as farmers become more confident in their income potential, the Company expects to see increased investment in improving farm efficiency.

     In the infrastructure segment, additional projects have resulted from the federal stimulus package; however, future projects may be impacted by the uncertainty surrounding the passage of a new federal highway bill. As a result, demand for the Company’s road safety products remains unclear at this time. In the long term, the Company believes that the federal program provides a solid platform for growth in the U.S. market and that additional funding will be required for infrastructure development and maintenance in the future. While the Company has responded to the contracted market activities with reductions in its workforce and overall spending in all of its operations, it expects that it will be able to meet demand as markets improve.

     As of August 31, 2009, the Company had an order backlog of $43.6 million compared with $92.3 million at August 31, 2008. The backlog at August 31, 2009, includes approximately $19.0 million of quick move barrier for the

previously disclosed road project in Mexico City. During the fourth quarter of fiscal 2009, the initial deposit was received for the Mexico City road project and work started on the project.

     The global drivers of increasing food production, improving water-use efficiency, expanding biofuel production, expanding interest in reducing environmental impacts and improving transportation infrastructure, continue to be drivers of demand for the Company’s products and the Company believes that its current financial resources and capabilities are sufficient to weather the current economic instability. In addition, the Company’s focus on improving cash flow has resulted in increasing cash and cash equivalents by $35.2 million to $85.9 million compared with the prior year. The Company also reduced debt by $6.2 million over the same period.

ITEM 7A — Quantitative and Qualitative Disclosures About Market Risk

The Company uses certain financial derivatives in accordance with its policies to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. The Company also monitors counter-party credit risk associated with its derivative instruments. The counter-party credit risk under these interest rate and foreign currency agreements is not considered to be significant.

     The Company has manufacturing operations in the United States, France, Brazil, Italy, South Africa and China. The Company has sold products throughout the world and purchases certain of its components from third-party international suppliers. Export sales made from the United States are principally U.S. dollar denominated. In addition, a majority of the Company’s revenue generated from operations outside the United States is denominated in local currency. Accordingly, these sales are not subject to significant foreign currency transaction risk. At times, export sales may be denominated in a currency other than the U.S. dollar. The Company’s most significant transactional foreign currency exposures are the Euro, the Brazilian real, South African rand and Chinese renminbi 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.

     In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of the Company’s operations. This activity primarily relates to economically hedging against foreign currency risk in sales of finished goods and future settlement of foreign denominated assets and liabilities.

     In order to reduce translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars, the Company, at times, utilizes Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. During the first quarter of its fiscal 2009, the Company settled its one outstanding Euro foreign currency forward contract for an after-tax gain of $0.5 million which was included in other comprehensive income as part of the currency translation adjustment, net of tax. This foreign currency forward contract qualified as a hedge of net investments in foreign operations. At August 31, 2009, the Company had no outstanding Euro foreign currency forward contracts designated as hedges of net investments in foreign operations.

     In order to reduce interest rate risk on the $30.0 million BSI Term Note, the Company has 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% 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.

     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 was converted to a fixed rate of 4.7%. 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%. 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

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, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended August 31, 2009. 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 Lindsay Corporation and subsidiaries as of August 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended August 31, 2009, 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, present fairly, in all material respects, the information set forth therein.

As discussed in 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 Standards (SFAS) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R), as of August 31, 2007.

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, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated November 10, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

November 10, 2009

Lindsay Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

		Years ended August 31,
(in thousands, except per share amounts)		2009				2008				2007
Operating revenues		$	336,228			$	475,087			$	281,857
Cost of operating revenues			255,597				351,255				212,125
Gross profit			80,631				123,832				69,732
Operating expenses:
Selling expense			22,361				25,177				17,396
General and administrative expense			29,816				30,010				23,897
Engineering and research expense			6,037				6,406				4,680
Total operating expenses			58,214				61,593				45,973
Operating income			22,417				62,239				23,759
Other income (expense):
Interest expense			(2,030	)			(3,035	)			(2,399	)
Interest income			934				1,735				2,162
Other income (expense), net			(782	)			172				611
Earnings before income taxes			20,539				61,111				24,133
Income tax provision			6,716				21,706				8,513
Net earnings		$	13,823			$	39,405			$	15,620
Basic net earnings per share		$	1.12			$	3.30			$	1.34
Diluted net earnings per share		$	1.11			$	3.20			$	1.31
Weighted average shares outstanding			12,294				11,936				11,633
Diluted effect of stock equivalents			167				388				331
Weighted average shares outstanding assuming dilution			12,461				12,324				11,964

The accompanying notes are an integral part of the condensed consolidated financial statements.

Lindsay Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

		August 31,				August 31,
($ in thousands, except par values)		2009				2008
ASSETS
Current Assets:
Cash and cash equivalents		$	85,929			$	50,760
Receivables, net of allowance of $1,864 and $1,457, respectively			42,862				88,410
Inventories, net			46,255				53,409
Deferred income taxes			6,881				7,108
Other current assets			7,602				7,947
Total current assets			189,529				207,634
Property, plant and equipment, net			59,641				57,571
Other intangible assets, net			29,100				30,808
Goodwill, net			24,174				24,430
Other noncurrent assets			5,453				5,447
Total assets		$	307,897			$	325,890
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	20,008			$	32,818
Notes payable			—				1,773
Current portion of long-term debt			6,171				6,171
Other current liabilities			33,008				42,693
Total current liabilities			59,187				83,455
Pension benefits liabilities			6,407				5,673
Long-term debt			19,454				25,625
Deferred income taxes			10,391				10,799
Other noncurrent liabilities			4,800				4,437
Total liabilities			100,239				129,989
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, 18,128,743 and 18,055,292 shares issued at August 31, 2009 and 2008, respectively)			18,129				18,055
Capital in excess of stated value			28,944				26,352
Retained earnings			249,588				239,676
Less treasury stock (at cost, 5,763,448 and 5,843,448 shares at August 31, 2009 and 2008, respectively)			(91,998	)			(93,275	)
Accumulated other comprehensive income, net			2,995				5,093
Total shareholders’ equity			207,658				195,901
Total liabilities and shareholders’ equity		$	307,897			$	325,890

The accompanying notes are an integral part of the condensed consolidated financial statements.

Lindsay Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

														Capital in												Accumulated
		Shares of				Shares of								excess of												other				Total
		Common				Treasury				Common				stated				Retained				Treasury				comprehensive				Shareholders ’
(in thousands, except per share amounts)		stock				stock				stock				value				earnings				stock				income (loss)				equity
Balance at August 31, 2006			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
Other comprehensive income			—				—				—				—				—				—				1,105				1,105
Total comprehensive income																															16,725
Cash dividends ($0.265) per share			—				—				—				—				(3,090	)			—				—				(3,090	)
Exercise of employee stock options			143,772				(50,000	)			144				2,507				(99	)			798				—				3,350
Stock option tax benefits			—				—				—				1,157				—				—				—				1,157
Share-based compensation expense			—				—				—				2,174				—				—				—				2,174
Adjustment to initially apply FASB
Statement No. 158, net of tax			—				—				—				—				—				—				(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
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
Comprehensive income:
Net earnings			—				—				—				—				13,823				—				—				13,823
Other comprehensive income			—				—				—				—				—				—				(2,098	)			(2,098	)
Total comprehensive income																															11,725
Cash dividends ($0.305) per share			—				—				—				—				(3,754	)			—				—				(3,754	)
Exercise of employee stock options			73,451				(80,000	)			74				225				(157	)			1,277				—				1,419
Stock option tax benefits			—				—				—				293				—				—				—				293
Share-based compensation expense			—				—				—				2,074				—				—				—				2,074
Balance at August 31, 2009			18,128,743				5,763,448			$	18,129			$	28,944			$	249,588			$	(91,998	)		$	2,995			$	207,658

The accompanying notes are an integral part of the consolidated financial statements.

Lindsay Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended August 31,
($ in thousands)		2009				2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	13,823			$	39,405			$	15,620
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			10,442				9,253				7,160
Provision for uncollectible accounts receivable			558				75				60
Deferred income taxes			(1,226	)			(886	)			(2,630	)
Stock-based compensation expense			2,140				3,516				2,174
Other, net			1,357				(12	)			(106	)
Changes in assets and liabilities:
Receivables, net			43,316				(37,267	)			(3,497	)
Inventories, net			7,726				(7,959	)			(10,925	)
Other current assets			1,009				113				(2,606	)
Accounts payable			(12,116	)			12,038				4,335
Other current liabilities			(6,965	)			10,748				1,604
Current taxes payable			(3,140	)			3,357				(349	)
Other noncurrent assets and liabilities			571				(1,868	)			(716	)
Net cash provided by operating activities			57,495				30,513				10,124
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(10,500	)			(14,093	)			(14,647	)
Proceeds from sale of property, plant and equipment			21				93				165
Acquisition of business, net of cash acquired			(3,076	)			(21,028	)			(16,705	)
Proceeds from settlement of net investment hedge			859				1,124				—
Purchases of marketable securities available-for-sale			—				(13,860	)			(90,700	)
Proceeds from maturities of marketable securities available-for-sale			—				41,490				79,150
Net cash used in investing activities			(12,696	)			(6,274	)			(42,737	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under stock compensation plan			1,419				6,530				3,350
Proceeds from issuance of long-term debt			—				15,000				13,196
Principal payments on long-term debt			(6,171	)			(21,171	)			(5,229	)
Net (payments) borrowings on revolving line of credit			(1,633	)			1,032				—
Excess tax benefits from stock-based compensation			344				7,263				1,266
Dividends paid			(3,754	)			(3,419	)			(3,090	)
Net cash (used in) provided by financing activities			(9,795	)			5,235				9,493
Effect of exchange rate changes on cash			165				264				798
Net increase (decrease) in cash and cash equivalents			35,169				29,738				(22,322	)
Cash and cash equivalents, beginning of period			50,760				21,022				43,344
Cash and cash equivalents, end of period		$	85,929			$	50,760			$	21,022
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid		$	11,081			$	12,262			$	9,082
Interest paid		$	2,146			$	3,066			$	2,397

The accompanying notes are an integral part of the condensed consolidated financial statements.

Lindsay Corporation and Subsidiaries

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 moveable 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 railroad signaling structures, and provides outsourced manufacturing and production services for other companies. The Company’s corporate office is located in Omaha, Nebraska. The Company’s domestic irrigation sales and production facilities are located in Nebraska and Wisconsin. The Company’s international irrigation sales and production facilities are located in France, Brazil, South Africa and China. 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, Omaha, Nebraska and Milan, Italy. These locations manufacture and market moveable 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 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. The Company has historically issued shares upon exercise of stock options or vesting of restricted stock units or performance stock units 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, Lindsay Transportation, Inc., 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 these specific situations, revenue is recognized when the products ship from the factory. In either case, the Company generally has no post delivery obligations to its independent dealers other than standard warranties. 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. 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 on a straight-line basis over the lease term. Revenues and gross profits on intercompany sales are eliminated in consolidation.

     The costs related to revenues are recognized in the same period in which the specific revenues are recorded. Shipping and handling revenue is reported as a component of operating revenues. Shipping and handling

costs are reported as a component of cost of operating revenues. Shipping and handling revenues and costs are not significant to total operating revenues or cost of operating revenues. Customer rebates, cash discounts, and other sales incentives are recorded as a reduction of revenues at the time of the original sale. 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

The Company’s provision for product warranty reflects management’s best estimate of probable liability under its product warranties. At the time a sale is recognized, the company records the estimated future warranty costs. The Company generally determines its total future warranty liability by applying historical claims rate experience to the amount of equipment that has been sold and is still within the warranty period. In addition, the Company records provisions for known warranty claims. This provision is periodically adjusted to reflect actual experience.

     Warranty costs were $3.6 million, $3.5 million, and $1.2 million for the fiscal years ended August 31, 2009, 2008 and 2007, respectively.

(7) Cash and Cash Equivalents

Cash equivalents consist of investments with original maturities of three months or less.

(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, China 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.

(9) Property, Plant and Equipment

Property, plant, equipment, and capitalized assets held for lease are stated at cost. The Company capitalizes major expenditures and 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 Barrier Transfer Machines — 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 2009, 2008 and 2007 no impairment 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.

(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, 2009. No impairment losses were indicated as a result of the annual impairment testing for fiscal years 2009, 2008, and 2007. The estimates of fair value of its reporting units and related goodwill depend on a number of assumptions, including forecasted sales growth and 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 2009, 2008, and 2007.

(11) Income Taxes

Income taxes are accounted for utilizing the asset and liability method of accounting for income taxes. 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.

     When the Company has claimed tax benefits that may be challenged by a tax authority, the Company recognizes tax benefits 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. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

(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 outstanding plus dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of stock options and restricted stock units to the extent that they are not anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the performance conditions have been satisfied.

     Employee equity share options, nonvested shares and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted net earnings per share. Diluted shares outstanding include the dilutive effect of restricted stock units and in-the-money options, and 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 excess tax benefits that would be recorded in additional paid-in-capital when exercised are assumed to be used to repurchase shares.

     At August 31, 2009, there were 24,204 restricted stock units excluded from the calculation of diluted earnings per share since their inclusion would have been anti-dilutive. There were no anti-dilutive options or restricted stock units for the years ended August 31, 2008 and 2007.

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		2009				2008				2007
Weighted average shares outstanding — basic			12,294				11,936				11,633
Dilutive effect of stock options, restricted stock units and performance stock units			167				388				331
Weighted average shares outstanding — diluted			12,461				12,324				11,964

(13) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(14) Derivative Instruments and Hedging Activities

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. All derivative instruments are 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 at the inception of the hedge.

     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. 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 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 through earnings included in other income (expense).

(15) Treasury Stock

When the Company repurchases its outstanding stock, it records the repurchased shares at cost as a reduction to 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.

(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. 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) Translation of Foreign Currency

The Company’s portion of the assets and liabilities related to foreign investments are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average rates of exchange prevailing during the year. Unrealized gains or losses are reflected within common shareholders’ equity as accumulated other comprehensive income or loss.

(18) Subsequent Events

The Company adopted Statement of Financial Accounting Standards No. 165, “Subsequent Events” (SFAS 165) during the fourth quarter of fiscal year 2009, and has evaluated all material events occurring subsequent to the date of the financial statements up to November 10, 2009, the date the Company issued these financial statements.

(19) Recently Issued Accounting Pronouncements

In 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 became effective for the Company for business combinations for which the acquisition date is on or after September 1, 2009.

     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. The Company does not expect this pronouncement to have a material impact on the Company’s consolidated financial statements.

     In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP SFAS 107-1 and APB 28-1”). This FSP extends the requirements of SFAS No. 107, Disclosures about Fair Value of Financial Instruments to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1 became effective for the Company’s fiscal year ended August 31, 2009. This pronouncement resulted in enhanced disclosures in the Company’s reports, but did not have an impact on the Company’s consolidated financial statements.

     In April 2009, the FASB issued FSP SFAS No. 141R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, (“FSP SFAS 141R-1”). This FSP amends and clarifies SFAS No. 141R, to require that an acquirer recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition date fair value of that asset or liability can be determined during the measurement period. If the acquisition date fair value of such an asset acquired or liability assumed cannot be determined, the acquirer should apply the provisions of SFAS No. 5, Accounting for Contingencies, to determine whether the contingency should be recognized at the acquisition date or after it. FSP SFAS 141R-1 is effective for the Company for business combinations for which the acquisition date is on or after September 1, 2009. The Company will assess the effect of this pronouncement on future acquisitions by the Company as they occur.

     In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 was effective for the Company for its fiscal year ended August 31, 2009. This pronouncement resulted in enhanced disclosures in the Company’s reports, but did not have an impact on the Company’s consolidated financial statements.

     In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and Hierarchy of GAAP (“SFAS No. 168”). SFAS No. 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles and establishes the FASB Accounting Standards Codification^TM as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements that the Company will issue for interim and annual periods ending after September 15, 2009. The adoption of this guidance will change the way the Company references various elements of GAAP when preparing the financial statement disclosures, but will not have an impact on the Company’s consolidated financial statements.

     In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value” (“ASU 2009-05”). This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance. This would be effective for the Company beginning in the second quarter of its fiscal year 2010. The Company is assessing the impact of ASU 2009-05 on its consolidated financial statements.

     In October 2009, the FASB issued ASU No. 2009-13 (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is assessing the impact that the adoption of this standard will have on its consolidated financial statements.

B. ACQUISITIONS

GE Transportation Systems Global Signaling, LLC

On August 28, 2009, the Company completed the acquisition of certain assets of GE Transportation Systems Global Signaling, LLC (“GE Transportation Systems”). The assets acquired are inventory and product technology for the

design and production of structures and lights for railroad signaling. Total consideration was $3.1 million which was financed with cash on hand. The purchase price has been allocated to the tangible and intangible assets acquired based on management’s estimates of current fair values. The Company’s allocation of purchase price consisted of inventory of $1.7 million, fixed assets of $0.1 million, and intangible assets of $1.3 million. No goodwill was recorded in connection with this acquisition. Proforma data is not presented for this acquisition, as it is not considered material.

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 L, 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 was allocated to the tangible and intangible assets and liabilities acquired based on management’s estimates of current fair values. 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.

C. COMPREHENSIVE INCOME

Comprehensive income (loss) was as follows:

		For the years ended August 31,
$ in thousands		2009				2008				2007
Net Income		$	13,823			$	39,405			$	15,620
Other comprehensive income (loss):
Unrealized net gain on available for sale securities			—				14				78
Defined benefit pension plan			(501	)			(72	)			—
Minimum pension liability			—				—				(112	)
Cash flow hedges			(145	)			(1,065	)			(215	)
Foreign currency translation, net of hedging activities			(1,452	)			3,667				1,354
Total other comprehensive income (loss), net of tax expense (benefit) of ($81), $11 and ($196)			(2,098	)			2,544				1,105
Total accumulated other comprehensive income		$	11,725			$	41,949			$	16,725

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		2009				2008
Accumulated other comprehensive income (loss):
Defined benefit pension plan, net of tax of $1,317 and $1,011			(2,158	)			(1,657	)
Cash flow hedges, net of tax of $867 and $813			(1,773	)			(1,628	)
Foreign currency translation, net of hedging activities, net of tax of $752 and $473			6,926				8,378
Total accumulated other comprehensive income		$	2,995			$	5,093

D. OTHER INCOME (EXPENSE), NET

		For the years ended August 31,
$ in thousands		2009				2008				2007
Other income (expense), net:
Cash surrender value of life insurance		$	78			$	87			$	75
Foreign currency transaction (loss) gain, net			(1,044	)			603				144
Foreign government grant			—				22				152
All other, net			184				(540	)			240
Total other income (expense), net		$	(782	)		$	172			$	611

E. INCOME TAXES

For financial reporting purposes earnings before income taxes include the following components:

		For the years ended August 31,
$ in thousands		2009				2008				2007
United States		$	18,385			$	56,550			$	24,479
Foreign			2,154				4,561				(346	)
		$	20,539			$	61,111			$	24,133

Significant components of the income tax provision are as follows:

		For the years ended August 31,
$ in thousands		2009				2008				2007
Current:
Federal		$	6,479			$	19,505			$	10,152
State			489				1,379				704
Foreign			974				1,708				287
Total current			7,942				22,592				11,143
Deferred:
Federal			(938	)			(295	)			(2,099	)
State			(52	)			(217	)			(145	)
Foreign			(236	)			(374	)			(386	)
Total deferred			(1,226	)			(886	)			(2,630	)
Total income tax provision		$	6,716			$	21,706			$	8,513

During its fiscal year 2008, the Company determined that it erroneously recognized income tax expense of $0.5 million in the fourth quarter of fiscal 2007 relating to the exercise of stock options by an executive officer of the Company. The Company incorrectly increased income tax expense by this amount to reflect the effect of non-deductible officer compensation under Section 162(m) of the Internal Revenue Code related to these stock options. However, because these options 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,
		2009								2008								2007
$ in thousands		Amount				%				Amount				%				Amount				%
U.S. statutory rate		$	7,189				35.0			$	21,389				35.0			$	8,447				35.0
State and local taxes, net of federal tax benefit			275				1.3				795				1.3				331				1.4
Foreign tax rate differences			(302	)			(1.5	)			(123	)			(0.2	)			11				0.1
Domestic production activities deduction			(385	)			(1.9	)			(438	)			(0.7	)			(255	)			(1.1	)
Tax-exempt interest income			(37	)			(0.1	)			(119	)			(0.2	)			(350	)			(1.5	)
R&D, Phone, and Fuel tax credits			(96	)			(0.5	)			(265	)			(0.4	)			(250	)			(1.0	)
Non-deductible officer’s compensation			—				—				(463	)			(0.8	)			463				1.9
Other			72				0.4				930				1.5				116				0.5
Effective rate		$	6,716				32.7			$	21,706				35.5			$	8,513				35.3