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<SEC-DOCUMENT>0000950137-03-006141.txt : 20031125
<SEC-HEADER>0000950137-03-006141.hdr.sgml : 20031125
<ACCEPTANCE-DATETIME>20031125135855
ACCESSION NUMBER:		0000950137-03-006141
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20030831
FILED AS OF DATE:		20031125

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LINDSAY MANUFACTURING CO
		CENTRAL INDEX KEY:			0000836157
		STANDARD INDUSTRIAL CLASSIFICATION:	FARM MACHINERY & EQUIPMENT [3523]
		IRS NUMBER:				470554096
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13419
		FILM NUMBER:		031022723

	BUSINESS ADDRESS:	
		STREET 1:		2707 NORTH 108TH STREET STE 102
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68644
		BUSINESS PHONE:		4024282131

	MAIL ADDRESS:	
		STREET 1:		2707 NORTH 108TH STREET STE 102
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68644
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>c81184e10vk.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(MARK ONE)

[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                  For the fiscal year ended August 31, 2003 OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        For the transition period from _____ to

                         Commission File Number 1-13419

                            Lindsay Manufacturing Co.
                            -------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   47-0554096
            ---------                                  -----------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

2707 NORTH 108TH STREET, SUITE 102, OMAHA, NEBRASKA               68164
- ---------------------------------------------------              -------
(Address of principal executive offices)                       (Zip Code)

402-428-2131
- -------------
Registrant's telephone number, including area code

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

TITLE OF 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 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 [X] No [ ]

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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

The aggregate market value of Common Stock of the registrant, all of which is
voting, held by non-affiliates based on the closing sales price on the New York
Stock Exchange, Inc. on February 28, 2003 was $211,530,992.

As of November 17, 2003, 11,747,512 shares of the registrant's common stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement pertaining to the January 21, 2004, annual
shareholders' meeting are incorporated herein by reference into Part III.

Exhibit index is located on page 36-37.

                                       1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page(s)
<S>                                                                                                 <C>
Part I

           Item 1.    Business                                                                       3-7

           Item 2.    Properties                                                                     7

           Item 3.    Legal Proceedings                                                              7

           Item 4.    Submission of Matters to a Vote of Security Holders                            7

Part II

           Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters          9

           Item 6.    Selected Financial Data                                                        9

           Item 7.    Management's Discussion and Analysis of Financial Condition and Results of
                      Operation                                                                      10-17

           Item 7A.   Quantitative and Qualitative Disclosures about Market Risk                     17

           Item 8.    Financial Statements and Supplementary Data                                    18-36

           Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial
                      Disclosure                                                                     37

           Item 9A.   Controls and Procedures                                                        37

Part III

           Item 10.   Directors and Executive Officers of the Registrant                             38

           Item 11.   Executive Compensation                                                         38

           Item 12.   Security Ownership of Certain Beneficial Owners and Management                 38

           Item 13.   Certain Relationships and Related Transactions                                 38

           Item 14.   Principal Accountant Fees and Services                                         38

Part IV

           Item 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K               39-41

SIGNATURES                                                                                           42
</TABLE>

                                       2

<PAGE>

                                     PART I

ITEM 1 - BUSINESS

INTRODUCTION

Lindsay Manufacturing Co. ("Lindsay" or the "Company") is a leading designer and
manufacturer of self-propelled center pivot and lateral move irrigation systems
which are used principally in the agricultural industry to increase or stabilize
crop production while conserving water, energy, and labor. The Company has been
in continuous operation since 1955, making it one of the pioneers in the
automated irrigation industry. The Company markets its standard size center
pivot and lateral move irrigation systems domestically and internationally under
its Zimmatic brand. The Company also manufactures and markets a separate line of
"mini" center pivot and lateral move irrigation equipment for use on smaller
fields under its Greenfield brand, and hose reel travelers under the Perrot
brand (Greenfield in the United States). The Company also produces irrigation
controls and chemical injection 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. Lindsay also
produces and sells large diameter steel tubing products and manufactures and
assembles diversified agricultural and construction products on a contract
manufacturing basis for certain industrial companies, including Caterpillar
Inc., Deere & Company, New Holland North America, Inc. and others. Industry
segment information about Lindsay is included in Note Q to the consolidated
financial statements.

         Lindsay, a Delaware corporation, maintains its corporate offices in
Omaha, Nebraska, USA. The Company's principal manufacturing facilities are
located in Lindsay, Nebraska, USA. The Company also has foreign sales and
production facilities in France, Brazil and South Africa which provide it with
important bases of operations in key international markets. Lindsay Europe SA,
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, located in South Africa, was organized in September 2002 and
manufactures and markets irrigation equipment in markets in southern Africa.
Lindsay has marketed its products in over 90 countries.

         Lindsay has three additional operating subsidiaries including
Irrigation Specialists, Inc., which is a retail irrigation dealership based in
Washington State that operates at three locations ("Irrigation Specialists").
Irrigation Specialists was acquired by the Company in March 2002 and provides a
strategic distribution channel in a key regional irrigation market. Other
operating subsidiaries are Lindsay Transportation, Inc. and Lindsay
International Sales Corporation. See "Subsidiaries" below.

PRODUCTS BY MARKET

         IRRIGATION PRODUCTS

         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. Due to
lower price and simplicity of operation, center pivots currently account for
over 95% of the Company's Zimmatic system sales.

         A typical standard center pivot for the U.S. market is approximately
1,250 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 standard center pivot for the international market is somewhat shorter
than that in the U.S. market. Standard center pivot or lateral move systems can
also be custom designed and can irrigate from 25 to 500 acres. A mini-pivot is a
small version of the standard pivot and is used for smaller fields and/or
shorter crops, than that for which standard pivots are used.

         A center pivot system represents a significant investment to a farmer.
A typical standard center pivot system, fully installed, requires an investment
of up to approximately $60,000 to $70,000. Approximately one-half of such
expenditure is for the pivot itself and the remainder is attributable to
installation of additional equipment such as wells, pumps, underground water
pipe, electrical supply and a concrete pad upon which the pivot is anchored. The
Company estimates that there are approximately 250,000 total market standard
center pivot irrigation systems in operation worldwide, resulting in an active
repair and replacement parts business.

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

                                       3

<PAGE>

         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. Note that 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; it can be used on sandy ground which, due to poor
water retention ability, must have water applied frequently; it can be used on
uneven ground, thereby allowing previously unsuitable land to be brought into
production; it can also be used for the application of fertilizers,
insecticides, herbicides or other chemicals (termed "chemigation"); and it
conserves water and chemicals through precise control of the amount and timing
of its application.

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

         The fundamental factors which govern the demand for center pivot and
lateral move systems are essentially the same in both the domestic and
international markets. Demand for center pivot and lateral move systems is
determined by whether the value of the increased crop production attributable to
center pivot or lateral move irrigation exceeds any increased costs associated
with purchasing, installing and operating the equipment. Thus, the decision to
purchase a center pivot or lateral move system, in part, reflects the
profitability of agricultural production, which is determined primarily by the
prices of agricultural commodities and the costs of 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 technologically outmoded; 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. Selection of center pivot or
lateral move systems, over other types of irrigation, is aided by the fact that
agricultural production is continually forced to become more efficient in its
use of the basic natural resources of land, water and energy. Increasing global
population not only increases demand for agricultural output, but also places
additional and competing demands on land, water and energy. As center pivot and
lateral move systems are required where the soil is sandy, the terrain is not
flat, there is a shortage of reliable labor, water supply is restricted and
conservation is critical, and/or chemigation will be utilized, the Company
expects demand for center pivots and lateral moves to continue to increase
relative to other irrigation methods.

The following table describes the Company's total irrigation and diversified
products revenues for the past three years:

<TABLE>
<CAPTION>
                                                       FISCAL YEARS ENDED AUGUST 31,
                                                       -----------------------------
($ IN THOUSANDS)
- ----------------
                                  ----------------------------------------------------------------------
                                    2003        2003         2002        2002        2001        2001
                                    ----        ----         ----        ----        ----        ----
                                             % of Total               % of Total              % of Total
                                  Revenues    Revenues     Revenues    Revenues    Revenues    Revenues
                                  --------   ----------   ---------   ----------   --------   ----------
<S>                               <C>        <C>          <C>         <C>          <C>        <C>
United States..................   $  125.0       76       $   113.8       78       $  102.0       80
Europe, Africa & Middle East...       23.3       14            17.2       12           14.7       12
Mexico & Latin America.........       10.7        7             6.0        4            3.2        3
Other International............        4.4        3             8.9        6            6.8        5
                                  --------      ---       ---------      ---       --------      ---
Total Revenues.................   $  163.4      100       $   145.9      100       $  126.7      100
</TABLE>

         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 from the
parts delivered from the Company, 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 or farm structures.

                                       4
<PAGE>

         International Market. Over the years, the Company has sold center pivot
and lateral move irrigation systems in over 90 countries. The Company has
production and sales operations in France, Brazil and South Africa serving the
key European, South American and Southern African markets, respectively. The
Company exports 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 significantly 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 approached 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 systems industry has seen
significant consolidation of manufacturers over the years; four primary
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 totaled $2.6 million, $2.4 million, and $2.3 million for
fiscal years 2003, 2002, and 2001, respectively. There is a high level of price
competition and utilization of seasonal promotional programs. Competition also
occurs in areas of product quality and durability, 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 generally competes favorably with respect to these factors.

         DIVERSIFIED PRODUCTS

         Seeking to expand the throughput of its manufacturing facility and
operation, the Company began in 1987 to more fully utilize its capacity by
providing outsource manufacturing services and selling large-diameter steel
tubing. The Company's customer base includes certain industrial companies,
including Caterpillar Inc., Deere & Company and New Holland North America, Inc.
Each benefits 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, punching, forming, galvanizing and
hydraulic, electrical and mechanical assembly.

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 quarters for the
spring planting period.

CUSTOMERS

Management believes that overall the Company is not dependent on a single
customer. The diversified segment, however, is largely dependent on a few
customers. While the loss of any substantial customer could have a material
short-term impact on the Company's business, the Company believes that its
diverse distribution channels and customer base reduces the long-term impact of
any such loss.

ORDER BACKLOG

As of August 31, 2003, the Company had an order backlog of $21.9 million, an
increase of 16% from $18.9 million at August 31, 2002. At fiscal year end 2003,
the Company had a $19.3 million order backlog for irrigation equipment, compared
to $14.4 million at fiscal year end 2002. At fiscal year end 2003, order backlog
for diversified products totaled $2.6 million, compared to $4.5 million at
fiscal year end 2002. The diversified products backlog reflects a reduction in
orders from a single customer. The Company expects that the existing backlog of
orders can be filled in fiscal 2004.

         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. Orders
from U.S. dealers are accompanied with a $1,000 (approximately 4% of sales
price) down payment. 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 manufacturing operations are generally shipped
according to payment and/or credit terms customary to that country or region.

                                       5
<PAGE>

RAW MATERIALS AND COMPONENTS

Raw materials used by the Company include coil steel, angle steel, plate steel,
zinc, tires, gearboxes, fasteners and electrical components (motors, switches,
cable 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 2003, 2002 and 2001, were $1.9 million, $2.2
million and $2.9 million, respectively. Fiscal 2003 capital expenditures were
used primarily for updating manufacturing plant and equipment and to further
automate the Company's facilities. Capital expenditures for fiscal 2004 are
expected to be approximately $4.0 to $5.0 million and will be used to improve
the Company's existing facilities, expand its manufacturing capabilities and
increase productivity.

PATENTS, TRADEMARKS, LICENSES

Lindsay's Zimmatic, Greenfield, GrowSmart and other trademarks are registered or
applied for in the major markets in which the Company sells its products.
Lindsay follows a policy of applying for patents on all significant patentable
inventions. Although the Company believes it is important to follow a patent
protection policy, Lindsay's business is not dependent, to any material extent,
on any single patent or group of patents.

EMPLOYEES

The number of persons employed by the Company and its wholly owned subsidiaries
at fiscal year end 2003, 2002 and 2001 were 620, 575 and 507, respectively. None
of the Company's U.S. employees are represented by a union. Certain of the
Company's foreign 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. The Company, in 1992,
entered into a consent decree with the Environmental Protection Agency of the
U.S. federal government concerning its Lindsay, Nebraska facility which is
included in the agency's superfund sites as discussed in Note M to the
consolidated financial statements. Permits are or may be required for some of
the operations at its facilities. Although management believes that all
currently required permits have been obtained by the Company, as with all such
permits, they are subject to revocation, modification and renewal. Even where
regulations or standards have been adopted, they are subject to varying and
conflicting interpretations and implementation. In some cases, compliance with
applicable environmental regulations or standards may require additional capital
and operational expenditures. However, management does not believe any material
additional capital and operational expenditures for such issues in an amount
greater than the $250,000 reserved at August 31, 2003 are currently required.

SUBSIDIARIES

The Company has six wholly owned operating subsidiaries: Lindsay International
Sales Corporation, Lindsay Transportation, Inc., Lindsay Europe SA, Irrigation
Specialists, Inc., Lindsay America do Sul Ltda. and Lindsay Manufacturing
Africa.

         Since December 2000, international sales personnel have been located at
the Omaha corporate office as part of Lindsay International Sales Corporation,
which conducts foreign sales operations for the Company.

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

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

         Irrigation Specialists, Inc., an 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, located in South Africa, was organized in
September 2002 and is a manufacturer and marketer of irrigation equipment for
the Southern African market.

         The Company also has three non-operational subsidiaries.

                                       6
<PAGE>

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

The Company's primary production facility is located in the United States, but
it also has smaller production facilities in France, Brazil and South Africa.
Most financial transactions are in U.S. dollars, although sales from the
Company's foreign subsidiaries, which were less than 12% of total consolidated
Company sales in fiscal 2003, are conducted in local currencies.

         A portion of the Company's cash flow is derived from sales and
purchases denominated in foreign currencies. To reduce the uncertainty of
foreign currency exchange rate movements on these sales and purchase
commitments, the Company monitors its risk to foreign currency. To date, the
Company has not entered into any foreign currency exchange contracts to hedge
any risk to foreign currency. For information on international revenues, see
Note Q to the Consolidated Financial Statements entitled "Industry Segment
Information" included in Item 8 of Part II of this report.

INFORMATION AVAILABLE ON LINDSAY WEBSITE

The Company's internet address is http://www.lindsaymanufacturing.com. We make
available free of charge on our website, through a link to the SEC website, our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon
as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.

ITEM 2 - PROPERTIES

The Company owns and occupies 43 acres in Lindsay, Nebraska. The Lindsay,
Nebraska facility has eight separate buildings. In addition, the Company owns 79
acres adjacent to its primary property. This land is used for research,
development and testing purposes.

         The French facility was acquired to provide a European location for the
manufacture of its irrigation products. The French facility consists of three
separate buildings situated on approximately 3.5 acres.

         The Irrigation Specialists Inc. dealership occupies several leased
buildings at three separate retail locations based in the eastern Washington
state region. These leases expire over a remaining term of ten years.

         The Company's Brazilian facility is operated under a lease cancelable
by the Company, which expires in 2007. The Brazilian facility consists of a
single main building.

         The Company's South African facility is operated under a lease
cancelable by the Company, which expires in 2007. The South African facility
consists of a single main building.

         The Company leases office space in Omaha, Nebraska where it maintains
its executive and its domestic and international sales and marketing offices.
During October 2003, the Company expanded its use of space and extended the
lease term at this location. The lease expires in 2008.

         The Company leases office space in Omaha, Nebraska where it maintains
certain engineering laboratory space. The Omaha engineering laboratory space
lease expires 2006.

         The Company believes its current facilities are adequate to support
normal and planned operations.

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. The Company, in 1992, entered into a
consent decree with the Environmental Protection Agency of the U.S. federal
government concerning its Lindsay, Nebraska facility which is included in the
agency's superfund sites as discussed in Note M to the consolidated financial
statements. While the ultimate results of any known legal matter are unknown at
this time, management 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.

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 2003.

                                       7
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, their ages, positions and past five years
experience are set forth below. Mr. Parod's employment agreement extends through
April 2005. All other officers are elected for one-year terms at the Board of
Directors meeting following the Company's annual shareholders' meeting. This
meeting is scheduled for January 21, 2004. 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 to which he was selected as an officer.

<TABLE>
<CAPTION>
                                 AGE                         POSITION
                                 ---                         --------
<S>                              <C>        <C>
Richard W. Parod                 50         President and Chief Executive Officer
Matthew T. Cahill                41         Vice President - Manufacturing
Thomas Costanza                  37         Corporate Controller
Bruce C. Karsk                   51           Executive Vice President, Chief Financial Officer,
                                            Treasurer and Secretary
Dirk A. Lenie                    49         Vice President - Marketing
Charles H. Meis                  57         Vice President - Engineering
Robert S. Snoozy                 57         Vice President - Domestic Sales
Douglas J. Twyford               48         Vice President - International Sales
</TABLE>

         Mr. Richard W. Parod is President and Chief Executive Officer 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. Matthew T. Cahill is Vice President - Manufacturing of the Company,
and has held such position since October 2000 when he joined the Company. Prior
to that time and since 1997, Mr. Cahill held several positions with
Ingersoll-Rand; most recently as the Fabrication and Machining Operations
Manager - Road Machinery Division. From 1997 through early 2000 Mr. Cahill was a
Process Engineering Consultant - Corporate Technology Staff. Prior to his
employment with Ingersoll-Rand and since 1996 Mr. Cahill was Operations Manager
with ACG Incorporated. Mr. Cahill was the Manager Operations Support Engineering
for Ingersoll-Rand Fluid Products Division in 1995 and part of 1996.

         Mr. Thomas Costanza is Corporate Controller of the Company, and has
held such position since May 2002 when he joined the Company. Prior to that time
and since 1999, Mr. Costanza was Controller of Bombardier, Inc.'s financial
services division. Prior to his employment with Bombardier and since 1998, Mr.
Costanza was Vice President and Chief Financial Officer with National Auto
Finance Company which was subsequently acquired by a subsidiary of General
Motors Acceptance Corp. Mr. Costanza's professional career began as a financial
auditor with Ernst & Young LLP and later included experience as Corporate Audit
Manager with Barnett Banks, Inc.

         Mr. Bruce C. Karsk is Executive Vice President, Chief Financial
Officer, Treasurer and Secretary of the Company, and has held such positions
since January 2001. From 1984 through January 2001 Mr. Karsk was Vice President
- - Finance, Treasurer and Secretary. Prior to that time, and since 1981, Mr.
Karsk had been the Controller. Mr. Karsk began his employment with the Company
in 1979.

         Mr. Dirk A. Lenie is Vice President - Marketing of the Company, and has
held such position since November 2000 when he joined the Company. Prior to that
time, and since 1997, Mr. Lenie was Director of Sales and Marketing of
Residential/Commercial Irrigation Division of The Toro Company. Prior to Toro,
Mr. Lenie was employed by Pacific Enterprises (the holding company of Southern
California Gas) as Director of Seismic Safety Products in 1996/1997 and as
Director of Product Development in 1995/1996. From 1981 through 1995 Mr. Lenie
held several sales and marketing positions with Rain Bird Corporation.

         Mr. Charles H. Meis is Vice President - Engineering of the Company, and
has held such position since 1975. Mr. Meis began his employment with the
Company in 1971.

         Mr. Robert S. Snoozy is Vice President - Domestic Sales of the Company,
and has held such position since 1997. From 1986 through 1997 Mr. Snoozy was
Vice President of Sales and Marketing. Prior to that time, and since 1978, he
had been Vice President of Marketing. Mr. Snoozy began his employment with the
Company in 1973.

         Mr. Douglas J. Twyford is Vice President - International Sales of the
Company, and has held such position since June 2003 when he joined the Company.
Prior to that time, and since March 1996, Mr. Twyford held various positions
within United Technologies Corporation affiliated companies, most recently as
Vice President - Global Sales & Marketing for Sundyne Corporation.

                                       8
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

Lindsay Common Stock trades on the New York Stock Exchange, Inc. (NYSE) under
the ticker symbol "LNN". As of November 17, 2003 there were approximately 170
shareholders of record and an estimated 2,200 beneficial shareholders.

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

<TABLE>
<CAPTION>
                   Fiscal 2003 Stock Price        Fiscal 2002 Stock Price
                 ---------------------------    ---------------------------
                  HIGH      LOW    DIVIDENDS     HIGH      LOW    DIVIDENDS
                 ------   ------   ---------    ------   ------   ---------
<S>              <C>      <C>      <C>          <C>      <C>      <C>
First Quarter    $25.70   $20.95    $0.035      $18.86   $16.50    $0.035
Second Quarter    25.24    18.45     0.035       21.60    18.30     0.035
Third Quarter     23.00    17.75     0.035       25.85    20.10     0.035
Fourth Quarter    24.45    20.00     0.050       24.10    20.00     0.035
Year             $25.70   $17.75    $0.155      $25.85   $16.50    $0.140
</TABLE>

ITEM 6 - SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                  FOR THE YEARS ENDED AUGUST 31,
- ---------------------------------------                  ------------------------------
                                           2003     2002      2001      2000       1999     1998
                                           ----     ----      ----      ----       ----     ----
<S>                                      <C>       <C>       <C>       <C>       <C>       <C>
Operating revenues                       $ 163.4   $ 145.9   $ 126.7   $ 129.8   $ 116.7   $ 155.7
Gross profit                                39.7      32.9      27.9      31.6      30.6      42.8
Selling, general and
  administrative, and
  engineering and research
  expenses (3)                              23.4      19.8      17.2      15.0      15.4      15.5
Restructuring charges                          -         -       0.9         -         -         -
Operating Income (3)                        16.4      13.1       9.8      16.6      15.2      27.3
Earnings before cumulative
  effect of accounting change (1) (3) (4)   12.9      10.7       8.2      13.4      12.9      23.7
Net earnings (3) (4)                        12.9      10.7       8.2      13.4      12.9      23.7
Earnings before cumulative
  effect of accounting
  change per share (1) (2) (3) (4)          1.08      0.90      0.69      1.07      0.97      1.63
Net earnings per share (2) (3) (4)          1.08      0.90      0.69      1.07      0.97      1.63
Cash dividends per share                   0.155      0.14      0.14      0.14      0.14     0.125
Property, plant and
  equipment, net                            13.9      14.5      14.9      15.9      15.4      14.1
Total assets (3)                           130.7     114.7     101.9      97.2     101.6     109.9
Long-term obligation                           -         -         -         -         -      0.01
Return on sales                              7.9%      7.4%      6.5%     10.3%     11.1%     15.2%
Return on beginning assets (5)              11.2%     10.7%      8.4%     13.2%     11.7%     21.8%
Diluted weighted average
  shares                                  11.896    11.858    11.900    12.503    13.285    14.556

<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)     FOR THE YEARS ENDED AUGUST 31,
- ---------------------------------------     ------------------------------
                                          1997      1996      1995     1994
                                          ----      ----      ----     ----
<S>                                      <C>       <C>       <C>      <C>
Operating revenues                       $ 158.3   $ 136.2   $ 111.8  $ 112.7
Gross profit                                40.9      32.7      25.9     25.7
Selling, general and
  administrative, and
  engineering and research
  expenses (3)                              14.2      13.2      11.7     11.4
Restructuring charges                          -         -         -        -
Operating Income (3)                        26.7      19.5      14.2     14.3
Earnings before cumulative
  effect of accounting change (1) (3)       20.3      16.7      11.9     11.4
Net earnings (3) (4)                        20.3      16.7      11.9     12.1
Earnings before cumulative
  effect of accounting
  change per share (1) (2) (3)              1.36      1.10      0.74     0.69
Net earnings per share (2) (3) (4)          1.36      1.10      0.74     0.74
Cash dividends per share                   0.091     0.067         -        -
Property, plant and
  equipment, net                            11.1       9.7       7.2      5.6
Total assets (3)                           108.7      97.3      86.5     88.6
Long-term obligation                         0.3         -         -        -
Return on sales                             12.8%     12.3%     10.6%    10.7%
Return on beginning assets (5)              20.9%     19.3%     13.4%    14.9%
Diluted weighted average
  shares                                  14.980    15.226    15.993   16.418
</TABLE>

(1)  In 1994 the Company adopted the Financial Accounting Standards Board's
     Statement of Financial Accounting Standard No. 109, "Accounting for Income
     Taxes".

(2)  Per share amounts are calculated using diluted average shares outstanding.

(3)  The amounts shown above for fiscal years 1994-2002 have been restated to
     reflect the impact of cumulative cash surrender value of life insurance
     policies.

(4)  Fiscal 1998 includes non-operating income of $4.0 million ($2.7 after
     taxes) or $0.18 per share from the settlement of a litigation.

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

                                       9
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

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 2004 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
below. 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.

RESTATEMENT

Prior to 2003, the Company had not recorded the cumulative cash surrender value
of certain life insurance policies the Company maintains on current and former
executive officers that had accumulated since 1994. These policies were obtained
in 1993 to insure the potential liability under the supplemental retirement plan
for these executives. The Company is the sole named beneficiary and owner of
these policies, which are held in trust. The annual premium payments for these
policies were made from calendar years 1993 through 2000. The Company had
previously expensed the premiums when paid and had not recorded the increases in
the cash surrender values of the policies. After reviewing this accounting
treatment further, the Company has restated its financial statements for 2002
and 2001 to record the cumulative cash surrender value as a correction of error
in prior periods. The result of the restatement was an increase of $1.7 million
in other assets and retained earnings as of August 31, 2002. The effect of the
restatement on previously reported operating results is summarized in Note B to
the consolidated financial statements. The effect of the restatement on
previously reported annual financial statements was not material. There is no
effect of the restatement on previously reported cash flows. The Company now
records the change in the cash surrender value of these life insurance policies
on a current basis.

CRITICAL ACCOUNTING POLICIES

In preparing the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America ("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 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 in
critical accounting policies during fiscal 2003. Following are the accounting
policies management considers critical to the Company's consolidated results of
operations and financial condition:

                                       10
<PAGE>

         REVENUE RECOGNITION

Revenues from the sale of the Company's irrigation products to its independent
dealers are recognized upon delivery of the product to the dealer. The Company
has no post delivery obligations to its independent dealers other than standard
warranties. Revenues for sales of irrigation products by Irrigation Specialists
are recognized when the product or service is delivered to the end-user
customers. Revenues from the sale of the Company's diversified products are
recognized when the product is delivered to the customer. 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. Other
sales incentives such as guarantees issued by the Company to support end-user
customer financing are recognized as cost of sales. Estimates used in the
recognition of operating revenues and cost of operating revenues include, but
are not limited to, estimates for rebates payable and cash discounts expected.

         INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for the Lindsay, Nebraska operation's
inventories. Cost is determined by the weighted average method for inventories
at the Company's other operating locations. 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 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 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.

                                       11
<PAGE>

RESULTS OF OPERATIONS

The following "Fiscal 2003 Compared to 2002" and the "Fiscal 2002 Compared to
2001" sections present an analysis of the Company's consolidated operating
results displayed in the Consolidated Statements of Earnings and should be read
together with the industry segment information in Note Q to the financial
statements.

FISCAL 2003 COMPARED TO 2002

The following table provides highlights for fiscal 2003 compared with fiscal
2002:

<TABLE>
<CAPTION>
                                               FOR THE YEARS ENDED       % INCREASE
                                                    AUGUST 31,           (DECREASE)
                                                    ----------           ----------
               ($ IN THOUSANDS)                 2003          2002
               ----------------                 ----          ----
<S>                                           <C>           <C>          <C>
Consolidated
   Operating revenues......................   $163,374      $145,890        12.0%
   Cost of operating revenues..............   $123,628      $112,963         9.4
     Gross profit..........................   $ 39,746      $ 32,927        20.7
   Gross margin............................       24.3%         22.6%
   Selling, engineering and research, and
     general and administrative expenses...   $ 23,380      $ 19,811        18.0
   Operating income........................   $ 16,366      $ 13,116        24.8
     Operating margin......................       10.0%          9.0%
   Interest income, net....................   $  1,577      $  1,647        (4.3)
   Other income, net.......................   $    844      $    617        36.8
   Income tax provision....................   $  5,900      $  4,650        26.9
   Effective income tax rate...............       31.4%         30.2%
   Net earnings............................   $ 12,887      $ 10,730        20.1
Irrigation Equipment Segment (See Note Q)
   Operating revenues......................   $151,320      $132,718        14.0
   Operating income........................   $ 27,992      $ 22,216        26.0
   Operating margin........................       18.5%         16.7%
Diversified Products Segment (See Note Q)
   Operating revenues......................   $ 12,054      $ 13,172        (8.5)
   Operating income........................   $  1,237      $  1,907       (35.1)%
   Operating margin........................       10.3%         14.5%
</TABLE>

REVENUES

Operating revenues for fiscal 2003 increased by $17.5 million or 12% over fiscal
2002. This increase was attributable to irrigation equipment revenues which
included full year revenues from Irrigation Specialists which was acquired in
March 2002, the new operations in Brazil, which was acquired in April 2002, and
the South African operation which commenced in September 2002. These operations
contributed operating revenue growth of $18.7 million.

         Domestic irrigation equipment revenues increased by $12.9 million or
13% over fiscal 2002. The increase was largely due to new revenues of $9.1
million from Irrigation Specialists, which was acquired in March 2002. In
addition, domestic revenues remained strong in sections of the Midwest that were
adversely affected by drought conditions during 2002. Overall, strong
agricultural commodity prices, greater domestic net cash farm income and the
federal government sponsored Environmental Quality Incentives Program (EQIP)
program increased demand for irrigation equipment purchases by enhancing grower
profitability and liquidity. Low interest rates and accelerated federal tax
depreciation schedules have also supported domestic irrigation equipment
purchases.

         International irrigation equipment revenues increased by $5.7 million
or 17% compared to fiscal 2002 due primarily to an increase in revenues from the
Company's foreign operations, which increased $12.2 million over fiscal 2002,
partially offset by a decrease in revenues from export sales to the Middle East
region due to the political unrest there and lower sales to Canadian markets due
to less favorable market conditions there. In total, for fiscal 2003,
international revenues were 23.5% of total revenues, up from 22.4% of revenues
in the previous year. See Note Q to the consolidated financial statements.

         Diversified revenues decreased $1.1 million or 9% compared to fiscal
2002. Fiscal 2003's diversified products revenues decreased due to contract
manufacturing customers relying less on outsourced manufacturing. During fiscal
2003, the Company added key management and sales resources resulting in improved
diversified revenues during the later half of the fiscal year compared to the
same prior year period. Deere & Company, New Holland North America, Inc. and
Caterpillar each continued to be important customers.

                                       12
<PAGE>

GROSS MARGIN

Gross margin of 24.3% for fiscal 2003 was improved over the 22.6% for fiscal
2002. Gross margin was positively impacted during the year by cost controls,
increased manufacturing throughput which spreads fixed costs over higher volumes
of production, an improved pricing environment and a more favorable product mix
compared to fiscal 2002.

OPERATING EXPENSES

Operating expenses during fiscal 2003 increased by $3.6 million or 18% over
fiscal 2002. This increase is primarily reflecting increases in selling expenses
and general and administrative expenses by $1.7 million or 19% each including
advertising costs and professional fees. $2.4 million of the $3.6 million total
increase in operating expenses reflects the full year of expenditures of
Irrigation Specialists which was acquired in March 2002 and the full year
operation of foreign operations in Brazil which was acquired in April 2002 and
South Africa which formed in September 2002. The Company generally expects to be
able to begin to leverage SG&A expenses during fiscal 2004 through higher
volumes, primarily at its foreign operations.

INTEREST INCOME, OTHER INCOME AND TAXES

Fiscal 2003 interest income was comparable to fiscal 2002, decreasing only
$70,000. The decrease in interest income was due to a lower average interest
yield on the Company's investments, partially offset by an increase in the
amount invested. The Company's interest income is primarily generated from its
investments in short-term (0 to 12 months) and intermediate-term (12 to 40
months) investment grade municipal bonds, on which interest earnings are exempt
from federal income taxes, and short-term investment grade commercial paper.

         Fiscal 2003 other income increased by $227,000 over fiscal 2002,
primarily from foreign currency transaction gains.

         The effective tax rate during fiscal 2003 was 31.4% compared to 30.2%
for the prior year. The increased effective tax rate reflects a combination of
higher statutory tax rates and the lower mix of tax exempt interest income to
total earnings before income taxes. The Company benefits from an effective tax
rate which is lower than the combined federal and state statutory rates
primarily due to the federal tax-exempt status of interest income from its
municipal bond investments.

NET EARNINGS

Net earnings rose 20% to $12.9 million, or $1.08 per diluted share, for fiscal
2003, compared with $10.7 million, or $0.90 per diluted share, for fiscal 2002.

                                       13
<PAGE>

FISCAL 2002 COMPARED TO 2001

The following table provides highlights for fiscal 2002 compared with fiscal
2001.

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED          % INCREASE
                                                                        AUGUST 31,              (DECREASE)
                                                                        ----------              ----------
                       ($ IN THOUSANDS)                           2002               2001
                       ----------------                           ----               ----
<S>                                                            <C>                <C>           <C>
Consolidated
   Operating revenues....................................      $ 145,890          $ 126,669        15.2%
   Cost of operating revenues............................      $ 112,963          $  98,739        14.4
   Gross profit..........................................      $  32,927          $  27,930        17.9
   Gross margin..........................................           22.6%              22.0%
   Selling, engineering and research, and
      general and administrative expenses................      $  19,811          $  17,223        15.0
   Restructuring charges.................................      $       -          $     899         N/A
   Operating income......................................      $  13,116          $   9,808        33.7
   Operating margin......................................            9.0%               7.7%
   Interest income, net..................................      $   1,647          $   1,754        (6.1)
   Other income, net.....................................      $     617          $      58       963.8
   Income tax provision..................................      $   4,650          $   3,440        35.2
   Effective income tax rate.............................           30.2%              29.6%
   Net earnings..........................................      $  10,730          $   8,180        31.2
Irrigation Equipment Segment (See Note Q)
   Operating revenues....................................      $ 132,718          $ 106,892        24.2
   Operating income......................................      $  22,216          $  16,579        34.0
   Operating margin......................................           16.7%              15.5%
Diversified Products Segment (See Note Q)
   Operating revenues....................................      $  13,172          $  19,777       (33.4)
   Operating income......................................      $   1,907          $   3,252       (41.4)%
   Operating margin......................................           14.5%              16.4%
</TABLE>

REVENUES

Fiscal 2002 operating revenues were 15% greater than fiscal 2001. Of this
increase, $6.4 million was attributable to acquisitions of Irrigation
Specialists Inc. and Lindsay America do Sul Ltda., which were completed during
the third quarter of fiscal 2002. Excluding revenues from these acquisitions,
fiscal 2002 operating revenues increased $12.8 million or 10%.

         Fiscal 2002 irrigation equipment revenues were 24% greater than fiscal
2001. Fiscal 2002 irrigation equipment revenues reflected incremental revenues
from new operations, an expanded product offering and increased demand due to
drier weather conditions in several key irrigation markets and improving
commodity prices during the later part of fiscal 2002. Fiscal 2002 began slowly,
coming off of a year clouded with uncertainty over a pending farm bill and
sluggish commodity prices. During the year, demand in the Company's domestic
irrigation market improved due to dry growing conditions and higher agricultural
commodity prices. The U.S. Farm Bill was passed in the spring, which included
the EQIP funds, to be used, in part, to aid farmers in improving water use
efficiencies and in reducing soil erosion. The Company also added new products
to its irrigation equipment offering through acquisition, strategic alliances,
and internal development which added to revenues in 2002.

         Demand in the Company's international market for agricultural
irrigation equipment improved, in total, during fiscal 2002. The international
revenue growth improved due to agricultural development projects and stronger
global commodity prices. The European, African and Middle Eastern regions had
revenue growth part due to growth at the Company's Lindsay Europe, SA operation.
The Mexican and Latin American regions had revenue growth in part due to the
Company's establishment of a local operation, Lindsay America do Sul Ltda., in
April 2002. See Note Q to the consolidated financial statements.

         Fiscal 2002 diversified products revenues reflected a 33% decrease from
the prior year. Fiscal 2002 diversified products revenues decreased due to
contract manufacturing customers relying less on outsourced manufacturing.

                                       14
<PAGE>

GROSS MARGIN

Gross margin of 22.6% for fiscal 2002 was an improvement over the prior year's
22.0%. Gross margin was positively impacted during the year by better cost
controls and increased manufacturing throughput which spreads fixed costs over
higher volumes of production, and a favorable product pricing mix. Average
selling prices for irrigation equipment increased slightly during the year, but
these price increases were partially offset by raw material cost increases,
primarily steel costs.

OPERATING EXPENSES

         Fiscal 2002 total operating expenses were increased by $1.5 million or
8% over fiscal 2001. Fiscal 2001 total operating expenses included an $899,000
restructuring charge for writing down, to net realizable value, the value of
manufacturing equipment and processes that were discontinued. Excluding the
impact of the fiscal 2001 restructuring charge, fiscal 2002 total operating
expenses were increased by $2.4 million or 14% over fiscal 2001. Fiscal 2002
selling expense increased by $1.6 million over fiscal 2001. Fiscal 2002 general
and administrative expense increased by $745,000 over fiscal 2001. During fiscal
2002, the Company incurred incremental start-up and operating expenses totaling
$740,000, primarily personnel costs, as a result of its two third quarter
acquisitions. Additionally, general and administrative expenses include
increases of group and general liability insurance costs.

INTEREST INCOME, OTHER INCOME AND TAXES

The 6% decrease in interest income was due to a lower average interest rate on
the Company's investments, partially offset by an increase in the amount
invested. The Company's interest income is primarily generated from its
investments in short-term (0 to 12 months) and intermediate-term (12 to 42
month) investment grade municipal bonds, on which interest earnings are exempt
from federal income taxes, and short-term investment grade commercial paper
interest income.

         Fiscal 2002 other income increased as the result of increased earnings
from minority equity investments, foreign currency gains and the gains on sales
of fixed assets.

         The effective tax rate during the year ended August 31, 2002 was 30.2%
compared to 29.6% for the prior year.

NET EARNINGS

Net earnings rose 31% to $10.7 million, or $0.90 per diluted share, for fiscal
2002, compared with $8.2 million, or $0.69 per diluted share, for fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

The discussion of liquidity and capital resources refers to the balance sheet
and statement of cash flows. The Company requires cash for financing its
receivables, inventories, capital expenditures, stock repurchases and dividends.
Historically, the Company has financed its growth through funds provided by
operations.

         Cash flows provided by operations totaled $15.3 million in fiscal 2003
compared to $11.2 million in fiscal 2002. The cash flows provided by operating
activities in fiscal 2003 were primarily due to net earnings adjusted for
depreciation and amortization, changes in assets and liabilities including
decreased receivables offset with increased inventories and other non-current
assets and liabilities. Depreciation and amortization totaled $3.5 million in
fiscal 2003 compared to $3.4 million in fiscal 2002 and is expected to modestly
increase in fiscal 2004. Inventories increased $2.6 million as of August 31,
2003 over prior year due to growth at the Company's subsidiary operations and
due to an increase in finished goods inventory that had previously been
accounted for as consignment. Accounts receivable decreased $2.5 million as of
August 31, 2003 over prior year.

          Cash flows used in investing activities of $10.5 million for fiscal
2003 compared to $15.3 million for fiscal 2002. The cash flows used in investing
activities in fiscal 2003 were primarily attributable to purchases of
available-for-sale and held-to-maturity marketable securities and capital
expenditures partially offset by proceeds from the maturity of held-to-maturity
marketable securities.

         Capital expenditures were $1.9 million during fiscal 2003 compared to
$2.2 million in fiscal 2002. Fiscal 2003 capital expenditures were used
primarily for updating manufacturing plant and equipment and to further automate
the Company's facilities. Capital expenditures for fiscal 2004 are expected to
be approximately $3.0 to $4.0 million and will be used to improve the Company's
facilities, expand its manufacturing capabilities and increase productivity.

         Cash flows used in financing activities of $1.8 million for fiscal 2003
compared to $1.1 million for fiscal 2002, were primarily attributable to
dividends paid. Proceeds from exercise of options were approximately $500,000
less during fiscal 2003 as compared to fiscal 2002. The Company did not
repurchase any of its common stock during fiscal 2003 or fiscal 2002.

         The Company's cash and total marketable securities totaled $62.8
million at August 31, 2003 compared to $51.1 million at August 31, 2002. The
Company's marketable securities consist primarily of tax exempt municipal debt
with remaining maturities of up to 41 months.

         The Company has an agreement with a commercial bank for a $10.0 million
unsecured revolving line of credit through December 28, 2003. There have been no
borrowings made under the revolving line of credit. Borrowings will bear
interest at a rate equal to one percent per annum under the rate in effect from
time to time and designated by the commercial bank as its

                                       15
<PAGE>

National Base Rate (4.00% at August 31, 2003). The Base Rate will not be less
than 4.00%. The Company expects to renew this line of credit on substantially
similar terms.

         The Company believes its capitalization (including cash and marketable
securities balances), operating cash flow and bank line of credit are sufficient
to cover expected working capital needs, planned capital expenditures, dividends
and any repurchases of common stock.

INFLATION

The Company is subject to the effects of changing prices. During fiscal 2003,
the Company realized stabilized pricing for purchases of certain commodities,
and in particular steel products, used in the production of its products. While
the cost outlook for commodities used in the Company's production of its
products is not certain, management believes it can manage these inflationary
pressures by actively pursuing internal cost reduction efforts and by
introducing appropriate sale price adjustments.

OFF-BALANCE SHEET ARRANGEMENTS

Although the Company has certain off balance sheet arrangements as described in
Note P to the consolidated financial statements, these arrangements have not
had, nor does the Company believe these arrangements are reasonably likely to
have a material effect on the Company's financial condition.

MARKET CONDITIONS AND FISCAL 2004 OUTLOOK

Excluding any new acquisitions, the Company expects increased earnings on
revenue growth of about 8% to 10% for fiscal 2004. The majority of fiscal 2004's
increase in revenues and earnings is expected to occur during the Company's
second (ending February 28th) and third (ending May 31st) quarters.

         The Company anticipates further expansion in its U.S. operations. In
the international markets, the Company expects to continue to grow sales through
its new operations and stronger export sales. The Company continues to view the
international markets as its biggest opportunity to improve sales and margins
for the next fiscal year. While its international operations are relatively new,
the Company remains pleased with their progress in gaining market share and
improving operational efficiency. The Company will continue to seek high-margin
export business in other regions such as the Middle East, Mexico and Australia.

         The Company's Diversified Manufacturing business continues to show
signs of improvement and potential growth opportunities for diversified have
emerged.

RISK FACTORS

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,
governmental policies regarding the agricultural sector, water and energy
conservation policies, the regularity of rainfall, and foreign currency exchange
rate. As farm income decreases, farmers may postpone capital expenditures or
seek cheaper alternatives in the used irrigation equipment market.

THE COMPANY'S PROFITABILITY MAY BE NEGATIVELY AFFECTED BY INCREASES IN THE COST
OF RAW MATERIALS, LABOR AND ENERGY. There is a high level of price competition
in the market for irrigation equipment. Therefore, the Company may not be able
to recover all operating cost increases through price increases 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,
the regularity of rainfall and the price of competing products. The cost of raw
materials can be volatile and is dependent on a number of factors, including
availability, demand and freight costs.

THE COMPANY'S INTERNATIONAL IRRIGATION EQUIPMENT SALES ARE HIGHLY DEPENDENT ON
FOREIGN MARKET CONDITIONS. Approximately 20% of the Company's revenues are
generated from international sales. Specifically, international revenues are
generated in Australia, Canada, Central and Western Europe, Mexico, the Middle
East, South Africa and South America. In addition to general economic and
political stability, 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, armed hostilities and
similar incidents. While our international sales are in U.S. dollars,
fluctuations in foreign currency exchange rates affect the effective price of
our products in foreign countries which in turn can negatively affect
international sales.

                                       16
<PAGE>

THE COMPANY'S DIVERSIFIED PRODUCT REVENUES ARE DEPENDENT ON SALES TO A FEW LARGE
CUSTOMERS, THE LOSS OF WHICH COULD HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY.
Approximately 7.5% of the Company's revenues are generated from sales of our
diversified products (outsource manufacturing services and the sale of large
diameter steel tubing). While we anticipate that Caterpillar Inc., Deere &
Company and New Holland North America, Inc. will each continue to be significant
outsource manufacturing customers, the loss of one or more of these customers
could have an adverse effect on the revenues we earn from outsource
manufacturing and our overall profitability.

COMPLIANCE WITH APPLICABLE ENVIRONMENTAL REGULATIONS OR STANDARDS MAY REQUIRE
ADDITIONAL CAPITAL AND OPERATIONAL EXPENDITURES. Like other manufacturing
concerns, the Company is subject to numerous laws and regulations which govern
environmental and occupational health and safety matters. The Company believes
that its operations are substantially in compliance with all such applicable
laws and regulations. Permits are or may be required for some of the operations
at its facilities. Although management believes that all currently required
permits have been obtained by the Company, as with all such permits, they are
subject to revocation, modification and renewal. Even where regulations or
standards have been adopted, they are subject to varying and conflicting
interpretations and implementation. The Company, in 1992, entered into a consent
decree with the Environmental Protection Agency of the U.S. federal government
concerning its Lindsay, Nebraska facility which is included in the agency's
superfund sites as discussed in Note M to the consolidated financial statements.
Compliance with applicable environmental regulations or standards may require
additional capital and operational expenditures. However, management does not
believe any material additional capital and operational expenditures in an
amount greater than the $250,000 reserved at August 31, 2003 for such issues are
currently required.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not subject to material market risks with respect to its
marketable securities because of their relatively short maturity (0 to 40
months) and the Company has the ability to hold the investments in these
marketable securities to maturity.

         The Company attempts to manage its transactional foreign exchange
exposure by monitoring foreign currency cash flow forecasts and commitments
arising from the settlement of receivables and payables, and from future
purchases and sales. The Company sells products in over 90 countries and, as a
result, is subject to foreign currency exchange rate. This risk is substantially
mitigated because essentially all export sales from the Company's U.S.
manufacturing facility are denominated in U.S. dollars. However, sales from the
Company's manufacturing facilities in France, Brazil and South Africa are
denominated in local currencies. As a result, the Company's most significant
transactional foreign currency exposures relate to fluctuations in the values of
the Euro, the Brazilian Rand and the South African Real in relation to the US
dollar. These fluctuations can negatively affect the Company's revenues as the
value of foreign currencies decline in relation to the U.S. dollar. The Company
also purchases components for its irrigation systems from foreign suppliers. The
cost of these goods will increase if the U.S. dollar devalues against the
foreign currency.

         The Company's translation exposure resulting from translating the
financial statements of foreign subsidiaries into U.S. dollars is not hedged.
The most significant translation exposures are the Euro, Brazilian Real and
South African Rand in relation to the U.S. Dollar.

                                       17
<PAGE>

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                     STATEMENT OF MANAGEMENT RESPONSIBILITY

The consolidated financial statements and notes to the consolidated financial
statements of Lindsay Manufacturing Co. have been prepared by management, which
has the responsibility for their integrity and objectivity. The statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America to reflect, in all material aspects, the substance of
financial events and transactions occurring during the respective periods.

/s/ RICHARD W. PAROD                            /s/ BRUCE C. KARSK
- ------------------------------------            --------------------------------
Richard W. Parod                                Bruce C. Karsk
President and                                   Executive Vice President,
Chief Executive Officer                         Chief Financial Officer,
                                                Treasurer and Secretary

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
Lindsay Manufacturing Co.:

We have audited the accompanying consolidated balance sheets of Lindsay
Manufacturing Co. and subsidiaries (the Company) as of August 31, 2003 and 2002,
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, 2003. 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 auditing standards generally
accepted in the United States of America. 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
Manufacturing Co. and subsidiaries as of August 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the years in the
three-year period ended August 31, 2003, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

                                                           /s/ KPMG LLP
                                                           ------------
                                                             KPMG LLP

Omaha, Nebraska
October 10, 2003

                                       18
<PAGE>

                            LINDSAY MANUFACTURING CO.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    YEARS ENDED AUGUST 31,
                                                                                    ----------------------
            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                        2003             2002             2001
            ----------------------------------------                        ----             ----             ----
<S>                                                                       <C>               <C>             <C>
Operating revenues............................................            $163,374          $145,890        $126,669
Cost of operating revenues....................................             123,628           112,963          98,739
                                                                          --------          --------        --------
Gross profit..................................................              39,746            32,927          27,930
                                                                          --------           -------        --------
Operating expenses:
   Selling expense............................................              10,517             8,804           7,200
   General and administrative expense.........................              10,285             8,630           7,722
   Engineering and research expense...........................               2,578             2,377           2,301
   Restructuring charges......................................                   -                 -             899
                                                                          --------           -------        --------
Total operating expenses......................................              23,380            19,811          18,122
                                                                          --------           -------        --------
Operating income..............................................              16,366            13,116           9,808
Interest income, net..........................................               1,577             1,647           1,754
Other income, net.............................................                 844               617              58
                                                                          --------           -------        --------
Earnings before income taxes..................................              18,787            15,380          11,620
Income tax provision..........................................               5,900             4,650           3,440
                                                                          --------           -------        --------
Net earnings..................................................            $ 12,887           $10,730        $  8,180
                                                                          ========           =======        ========
Basic net earnings per share..................................            $   1.10           $  0.92        $   0.70
                                                                          ========           =======        ========
Diluted net earnings per share................................            $   1.08           $  0.90        $   0.69
                                                                          ========           =======        ========
Weighted average shares outstanding - basic...................              11,729            11,674          11,684
                                                                          ========           =======        ========
Weighted average shares outstanding - diluted.................              11,896            11,858          11,900
                                                                          ========           =======        ========
</TABLE>

    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                              SHARES OF                      CAPITAL IN
                                                      -----------------------                  EXCESS
                                                        COMMON       TREASURY     COMMON      OF STATED      RETAINED     TREASURY
               ($ IN THOUSANDS)                          STOCK         STOCK       STOCK        VALUE        EARNINGS       STOCK
               ----------------                          -----         -----       -----        -----        --------       -----
<S>                                                   <C>           <C>         <C>          <C>           <C>           <C>
Balance at August 31, 2000.......................     17,310,197    5,615,269   $   17,310   $    2,211    $  147,622    $  (88,002)
Comprehensive income:
   Net earnings..................................              -            -            -            -         8,180             -
   Other comprehensive income:
       Currency translation......................              -            -            -            -             -             -
       Minimum pension liability.................              -            -            -            -             -             -

Total comprehensive income.......................
Cash dividends ($0.140 per share)................              -            -            -            -        (1,636)            -
Net issued under stock option plan...............         57,832            -            7         (423)            -             -
Proceeds from stock option exercise..............              -            -           51          345             -             -
Stock option tax expense.........................              -            -            -          (54)            -             -
Acquisitions of common stock.....................              -      108,800            -            -             -        (1,896)
                                                      ----------   ----------   ----------   ----------    ----------    ----------
Balance at August 31, 2001.......................     17,368,029    5,724,069       17,368        2,079       154,166       (89,898)
                                                      ----------   ----------   ----------   ----------    ----------    ----------
Comprehensive income:
   Net earnings..................................              -            -            -            -        10,730             -
   Other comprehensive income:
       Currency translation......................              -            -            -            -             -             -
       Minimum pension liability, net of tax.....              -            -            -            -             -             -

Total comprehensive income.......................
Cash dividends ($0.140 per share)................              -            -            -            -        (1,631)            -
Net issued under stock option plan...............         62,319            -           22         (349)            -             -
Proceeds from stock option exercise..............              -            -           40          473             -             -
Stock option tax benefits........................              -            -            -          269             -             -
                                                      ----------   ----------   ----------   ----------    ----------    ----------
Balance at August 31, 2002.......................     17,430,348    5,724,069       17,430        2,472       163,265       (89,898)
                                                      ----------   ----------   ----------   ----------    ----------    ----------
Comprehensive income:
   Net earnings..................................              -            -            -            -        12,887             -
   Other comprehensive income:
       Unrealized loss on available
        for sale securities......................              -            -            -            -             -             -
       Currency translation.....................,              -            -            -            -             -             -
       Minimum pension liability, net of tax.....              -            -            -            -             -             -

Total comprehensive income.......................              -
Cash dividends ($0.155 per share)................              -            -            -            -        (1,819)            -
Net issued under stock option plan...............         29,213            -           27          (56)            -             -
Proceeds from stock option exercise..............              -            -            3           36             -             -
Stock option tax benefits........................              -            -            -           32             -             -
                                                      ----------   ----------   ----------   ----------    ----------    ----------
Balance at August 31, 2003.......................     17,459,561    5,724,069   $   17,460   $    2,484    $  174,333    $  (89,898)
                                                      ==========   ==========   ==========   ==========    ==========    ==========

<CAPTION>                                                 ACCUMULATED
                                                             OTHER           TOTAL
                                                         COMPREHENSIVE   SHAREHOLDERS'
               ($ IN THOUSANDS)                              LOSS           EQUITY
               ----------------                              ----           ------
<S>                                                      <C>             <C>
Balance at August 31, 2000..........................      $     (303)     $   78,838
Comprehensive income:
   Net earnings.....................................               -           8,180
   Other comprehensive income:
       Currency translation.........................              (4)             (4)
       Minimum pension liability....................            (367)           (367)
                                                                          ----------
Total comprehensive income..........................                           7,809
Cash dividends ($0.140 per share)...................               -          (1,636)
Net issued under stock option plan..................               -            (416)
Proceeds from stock option exercise.................               -             396
Stock option tax expense............................               -             (54)
Acquisitions of common stock........................               -          (1,896)
                                                          ----------      ----------
Balance at August 31, 2001..........................            (674)         83,041
                                                          ----------      ----------
Comprehensive income:
   Net earnings.....................................               -          10,730
   Other comprehensive income:
       Currency translation.........................            (191)           (191)
       Minimum pension liability, net of tax........           - (49)            (49)
                                                                          ----------
Total comprehensive income..........................                          10,490
Cash dividends ($0.140 per share)...................               -          (1,631)
Net issued under stock option plan..................               -            (327)
Proceeds from stock option exercise.................               -             513
Stock option tax benefits...........................                             269
                                                          ----------      ----------
Balance at August 31, 2002..........................            (914)         92,355
                                                          ----------      ----------
Comprehensive income:
   Net earnings.....................................               -          12,887
   Other comprehensive income:
       Unrealized loss on available
        for sale securities.........................             (87)            (87)
       Currency translation........................,           1,357           1,357
       Minimum pension liability, net of tax........            (444)           (444)
                                                                          ----------
Total comprehensive income..........................                          13,713
Cash dividends ($0.155 per share)...................               -          (1,819)
Net issued under stock option plan..................               -             (29)
Proceeds from stock option exercise.................               -              39
Stock option tax benefits...........................               -              32
                                                          ----------      ----------
Balance at August 31, 2003..........................      $      (88)     $  104,291
                                                          ==========      ==========
</TABLE>

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

                                       19
<PAGE>

                            LINDSAY MANUFACTURING CO.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                     AT AUGUST 31,
                                                                                                     -------------
                       ($ IN THOUSANDS, EXCEPT PAR VALUES)                                       2003             2002
                       -----------------------------------                                       ----             ----
<S>                                                                                            <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents............................................................       $  15,368       $  12,425
   Marketable securities................................................................           8,770          13,289
   Receivables..........................................................................          22,970          23,729
   Inventories..........................................................................          20,019          15,583
   Deferred income taxes................................................................           2,301           1,499
   Other current assets.................................................................           1,010             782
                                                                                               ---------       ---------
Total current assets....................................................................          70,438          67,307

Long-term marketable securities.........................................................          38,674          25,419
Property, plant and equipment, net......................................................          13,889          14,512
Other noncurrent assets.................................................................           8,219           7,480
                                                                                               ---------       ---------
Total assets............................................................................       $ 131,220       $ 114,718
                                                                                               =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable.....................................................................       $   8,228        $  6,068
   Other current liabilities............................................................          16,053          13,984
                                                                                               ---------       ---------
Total current liabilities...............................................................          24,281          20,052

Pension benefits liabilities............................................................           2,315           1,688
Other noncurrent liabilities............................................................             333             623
                                                                                               ---------       ---------
Total liabilities.......................................................................          26,929          22,363
                                                                                               ---------       ---------

Shareholders' equity:
   Preferred stock, ($1 par value, 2,000,000 shares
      authorized, no shares issued and outstanding).....................................               -               -
   Common stock, ($1 par value, 25,000,000 shares authorized,
      17,459,561 and 17,430,348 shares issued in 2003 and 2002, respectively)...........          17,460          17,430
   Capital in excess of stated value....................................................           2,484           2,472
   Retained earnings....................................................................         174,333         163,265
   Less treasury stock (at cost, 5,724,069 shares)......................................         (89,898)        (89,898)
   Accumulated other comprehensive loss, net............................................             (88)           (914)
                                                                                               ---------       ---------
Total shareholders' equity..............................................................         104,291          92,355
                                                                                               ---------       ---------
Total liabilities and shareholders' equity..............................................       $ 131,220       $ 114,718
                                                                                               =========       =========
</TABLE>

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

                                       20
<PAGE>

                            LINDSAY MANUFACTURING CO.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  YEARS ENDED AUGUST 31,
                                                                                  ----------------------
                          ($ IN THOUSANDS)                                     2003        2002        2001
                          ----------------                                     ----        ----        ----
<S>                                                                          <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings...........................................................   $ 12,887    $ 10,730    $  8,180
   Adjustments to reconcile net earnings to net cash
         provided by operating activities:
      Depreciation and amortization.......................................      3,525       3,402       3,359
      Non-cash restructuring charges relating to write-down...............          -           -         749
      Amortization of marketable securities premiums, net.................       (145)       (212)       (311)
      (Gain) loss on sale of property, plant and equipment................        (76)        (78)         10
      Provision for uncollectible accounts receivable.....................       (275)        271          87
      Deferred income taxes...............................................      1,388        (242)        914
      Stock option tax benefits (expense).................................         32         269         (54)
      Equity in net earnings of equity-method investments.................       (125)       (253)         (4)
      Other, net..........................................................       (152)       (268)       (219)
   Changes in assets and liabilities:
      Receivables, net....................................................      2,514         628      (2,488)
      Inventories, net....................................................     (2,578)     (2,720)      2,898
      Other current assets................................................       (563)       (308)       (245)
      Accounts payable, trade.............................................       (564)     (2,177)       (584)
      Other current liabilities...........................................        189       1,347      (1,559)
      Current taxes payable...............................................        330         397        (426)
      Other noncurrent assets and liabilities.............................     (1,080)        450        (686)
                                                                             --------    --------    --------
      Net cash provided by operating activities...........................     15,307      11,236       9,621
                                                                             --------    --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property, plant and equipment.............................     (1,918)     (2,217)     (2,929)
   Acquisitions of businesses.............................................          -      (4,813)     (1,010)
   Proceeds from sale of property, plant and equipment....................         63         206          58
   Purchases of marketable securities held-to-maturity....................    (12,465)    (15,904)    (10,049)
   Proceeds from maturities of marketable securities held-to-maturity.....     14,232       7,555      22,890
   Purchases of marketable securities available-for-sale..................    (10,445)          -           -
   Equity investment......................................................          -         (80)       (975)
                                                                             --------    --------    --------
   Net cash (used in) provided by investing activities....................    (10,533)    (15,253)      7,985
                                                                             --------    --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from exercise of options under stock option plan..............         39         513         396
   Dividends paid.........................................................     (1,819)     (1,631)     (1,636)
   Purchases of treasury stock............................................          -           -      (1,896)
                                                                             --------    --------    --------
   Net cash used in financing activities..................................     (1,780)     (1,118)     (3,136)
                                                                             --------    --------    --------
   Effect of foreign exchange rate changes on cash........................        (51)        (15)          -
   Net increase (decrease) in cash and cash equivalents...................      2,943      (5,150)     14,470
   Cash and cash equivalents, beginning of period.........................     12,425      17,575       3,105
                                                                             --------    --------    --------
   Cash and cash equivalents, end of period...............................   $ 15,368    $ 12,425    $ 17,575
                                                                             ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION
   Income taxes paid......................................................   $  5,753    $  4,397    $  3,587
   Interest paid..........................................................   $     73    $    140    $     82
</TABLE>

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

                                       21
<PAGE>

                            LINDSAY MANUFACTURING CO.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Lindsay Manufacturing Co. (the "Company" or "Lindsay") manufactures automated
agricultural irrigation systems and sells these products in both the U.S. and
international markets. The Company also manufactures large diameter steel tubing
products and manufactures and assembles agricultural and construction equipment
on a contract manufacturing basis for other manufacturers. The Company's
principal operating facilities are located in Lindsay, Nebraska, USA. The
Company's corporate office is located in Omaha, Nebraska, USA. The Company also
has foreign operating subsidiaries which manufacture irrigation equipment in
France, Brazil and South Africa, and owns a retail irrigation dealership with
three locations in the State of Washington ("Irrigation Specialists").

         Notes to the consolidated financial statements 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 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.

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) STOCK BASED COMPENSATION

The Company maintains a stock option plan and accounts for this plan under the
recognition and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under this
plan had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net
income and net earnings per share as if the Company had applied the fair value
expense recognition provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation", to employee stock option grants.

<TABLE>
<CAPTION>
                                                                               FOR THE TWELVE MONTHS ENDED AUGUST 31,
                                                                               --------------------------------------
             $ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS                            2003           2002           2001
             ----------------------------------------                            ----           ----           ----
<S>                                                                            <C>            <C>            <C>
Net earnings - as reported...............................................      $12,887        $ 10,730       $  8,180
   Deduct:
Total stock-based employee compensation expense determined under
   fair value based method for all awards, net of related tax effects....       (1,057)         (1,191)          (994)
                                                                               -------        --------       --------
Pro forma net earnings...................................................      $11,830        $  9,539       $  7,186
                                                                               =======        ========       ========

Earnings per share:
   Basic-as reported.....................................................      $  1.10        $   0.92       $   0.70
   Basic-pro forma.......................................................      $  1.01        $   0.82       $   0.62

   Diluted-as reported...................................................      $  1.08        $   0.90       $   0.69
   Diluted-pro forma.....................................................      $  0.99        $   0.80       $   0.60
</TABLE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for all grants in fiscal 2003, 2002 and 2001: dividend yield of
0.6% to 0.8%, expected volatility of 35.2% to 36.5%, risk-free interest rates
ranging from 4.5% to 6.4 %, and expected lives of the options of 7 years. The
weighted average fair value of options granted during fiscal 2003, 2002 and 2001
was $8.36, $9.65 and $8.63, respectively.

                                       22
<PAGE>

(3) REVENUE RECOGNITION

Revenues from the sale of the Company's irrigation products to its independent
dealers are recognized upon delivery of the product to the dealer. The Company
has no post delivery obligations to its independent dealers other than standard
warranties. Revenues for sales of irrigation products by Irrigation Specialists
are recognized when the product or service is delivered to the end-user
customers. Revenues from the sale of the Company's diversified products are
recognized when the product is delivered to the customer. 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. Other
sales incentives such as guarantees issued by the Company to support end-user
customer financing are recognized as cost of sales. Estimates used in the
recognition of operating revenues and cost of operating revenues include, but
are not limited to, estimates for rebates payable and cash discounts expected.

(4) WARRANTY COSTS

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

         Warranty costs were $1.4 million, $1.3 million and $1.6 million for the
fiscal years ended August 2003, 2002 and 2001, respectively.

(5) CASH EQUIVALENTS, MARKETABLE SECURITIES AND LONG-TERM MARKETABLE SECURITIES

Cash equivalents are included at cost, which approximates market. At August 31,
2003, the Company's cash equivalents were held primarily by one financial
institution. Marketable securities and long-term marketable securities are
classified as held-to-maturity or available-for-sale according to management of
the Company's intent.

         At the date of acquisition of an investment security, management
designates the security as belonging to a trading portfolio, an
available-for-sale portfolio, or a held-to-maturity portfolio. The Company holds
no securities designated as trading. Investment securities are classified as
held-to-maturity when the Company has both the ability and intent to hold such
securities to scheduled maturity. All other investment securities are classified
as available-for-sale and carried at fair value. Unrealized appreciation or
depreciation in the fair value of available-for-sale securities is reported in
accumulated other comprehensive income. The Company monitors its investment
portfolio for any decline in fair value that is other-than-temporary and would
record any such impairment as an impairment loss. No impairment losses for
other-than-temporary declines in fair value have been recorded in fiscal years
2003, 2002 or 2001.

         The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents, while those having
original maturities in excess of three months are classified as marketable
securities or as long-term marketable securities when maturities are in excess
of one year. Marketable securities and long-term marketable securities consist
of investment-grade municipal bonds.

         In the opinion of management, the Company is not subject to material
market risks with respect to its marketable securities.

(6) INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for the Lindsay, Nebraska operation's
inventories. Cost is determined by the weighted average method for inventories
at the Company's other operating locations. 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.

(7) PROPERTY, PLANT AND EQUIPMENT

Property, plant, equipment and capitalized lease assets are stated at cost. The
Company's policy is to capitalize major expenditures and to charge 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 -- 20 to 30
years; equipment -- three to 10 years; other -- two to 20 years; and leasehold
improvements -- term of 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
discounted future cash flows is less than the carrying amount of the asset, a
loss is recognized based upon the difference between the fair value of the asset
and its carrying value. 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 resultant gain or loss is included in the
consolidated statements of operations.

                                       23
<PAGE>

         During the second quarter of fiscal 2001, the Company took a pre-tax
restructuring charge of $899,000 or $0.05 per share after tax. Of this total
restructuring charge, $749,000 was for a write-down, to fair value, of the value
of fixed assets associated with a manufacturing process under development since
1998 that was discontinued due to difficulty in ensuring quality consistency
that would satisfy the Company's customers' needs, and $150,000 for other costs
related to manufacturing processes for which the decision and plan to
discontinue were made in the second quarter of fiscal 2001.

(8) EQUITY INVESTMENTS

Other assets includes minority investments held by the Company in two irrigation
businesses. These investments are accounted for on the equity method. The
Company's investments in these companies are reviewed periodically to determine
if its fair value has declined below the cost of the investment on an
other-than-temporary basis, in which case an impairment loss would be
recognized.

(9) GOODWILL

Goodwill represents the excess of the purchase price over the fair value of net
assets arising from acquisitions. In July 2001, the FASB issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001, and eliminates the
use of the pooling-of-interests method. SFAS No. 141 also provides new criteria
to determine whether an acquired intangible asset should be recognized
separately from goodwill. SFAS No. 142 requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized but instead be tested
for impairment at least annually at the reporting unit level using a two-step
impairment test. The Company has completed its transitional impairment analysis
of goodwill as of September 1, 2002, and updated its evaluation of goodwill
recoverability at August 31, 2003. No impairment losses were indicated as a
result of the transitional or annual impairment testing under SFAS No. 142. The
estimates of fair value of its reporting units and related goodwill depend on a
number of assumptions, including forecasted sales growth and improved operating
expense ratios. To the extent that the reporting unit is unable to achieve these
assumptions, impairment losses may emerge. The Company adopted the provisions of
SFAS No. 142 during the first quarter of fiscal 2003, as required, and
accordingly no longer amortizes any goodwill. Amortization expense of goodwill
for fiscal years 2002 and 2001 was immaterial.

(10) NET EARNINGS PER SHARE

Basic net earnings per share is computed by dividing net earnings by the
weighted average number of shares outstanding. Diluted net earnings per share
includes the incremental dilutive effect of stock options.

         The following table summarizes options outstanding but, excluded from
the computation of diluted net earnings per share because the options' exercise
price was greater than the average market price of the common shares:

<TABLE>
<CAPTION>
            08/31/03                                  08/31/02                                    08/31/01
            Weighted                                  Weighted                                    Weighted
             Average                                  Average                                     Average
Shares        Price          Expire         Shares     Price           Expire           Shares      Price          Expire
- ------        -----          ------         ------     -----           ------           ------      -----          ------
<S>         <C>           <C>               <C>       <C>           <C>                <C>        <C>           <C>
                            November                                  September                                 November 2007-
170,750      $25.98       2007-May 2012     203,562     $25.97      2007-May 2012      232,000      $22.21        April 2011
=======      ======                         =======     ======                         =======      ======
</TABLE>

(11) RECLASSIFICATIONS

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

(12) USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.

                                       24
<PAGE>

(13) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). A
variable interest entity is a corporation, partnership, trust, or any other
legal structure used for business purposes that does not have equity investors
with voting rights, or has equity investors that do not provide sufficient
financial resources for the entity to support its activities. FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns,
or both. The Company will adopt FIN 46 in the first quarter of fiscal 2004 and
believes the impact of adopting this standard will not have a material impact on
the Company's financial statements.

SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
requires that a liability for a cost associated with an exit or disposal
activity is recognized when the liability is incurred. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The Company is required to apply the provisions of SFAS No. 146 for
exit and disposal activities initiated after December 31, 2002.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." This interpretation elaborates disclosure requirements
for obligations by a guarantor under certain guarantees. This interpretation
also requires a guarantor to recognize, at the inception of a guarantee, a
liability for the fair value of an obligation undertaken in issuing a guarantee.
The company has applied the initial recognition and measurement provisions of
Interpretation No. 45 to guarantees issued or modified after December 31, 2002,
as required. The company has adopted the disclosure requirements in this
Interpretation beginning with the first quarter of fiscal 2003, as required.

SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" requires certain pro forma disclosures related to stock-based
compensation. This statement also amended the transition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation." The Company adopted the pro
forma disclosures of SFAS No. 148 in the second quarter of fiscal 2003, as
required. The Company is considering voluntarily adopting the transition
provisions of SFAS No. 148 during fiscal 2004.

SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity" establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). For public entities, this Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of this standard does not have a material effect on the
Company's financial position or net income.

In March 2003, the Emerging Issues Task Force ("EITF") reached consensus on EITF
00-21, "Accounting for Revenue Arrangements with Multiple Deliveries". This
guidance addresses the determination of whether an arrangement involving
multiple deliveries contains more than one unit of accounting. EITF 00-21 is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The implementation of EITF 00-21 is not expected to have a
material impact on the Company's financial statements.

                                       25
<PAGE>

B. RESTATEMENT OF FINANCIAL STATEMENTS

Prior to 2003, the Company had not recorded the cumulative cash surrender value
of certain life insurance policies the Company maintains on current and former
executive officers that had accumulated since 1994. These policies were obtained
in 1993 to insure the potential liability under the supplemental retirement plan
for these executives. The Company is the sole named beneficiary and owner of
these policies, which are held in trust. The annual premium payments for these
policies were made from calendar years 1993 through 2000. The Company had
previously expensed the premiums when paid and had not recorded the increases in
the cash surrender values of the policies. After reviewing this accounting
treatment further, the Company has restated its financial statements for 2002
and 2001 to record the cumulative cash surrender value as a correction of error
in prior periods. The result of the restatement was an increase of $1.7 million
in other assets and retained earnings as of August 31, 2002. The effect of the
restatement on previously reported operating results is summarized as follows:

<TABLE>
<CAPTION>
                                          FISCAL YEAR ENDED 8/31/02           FISCAL YEAR ENDED 8/31/01
                                         ----------------------------        ----------------------------
In thousands, except per share amounts   AS REPORTED        RESTATED         AS REPORTED        RESTATED
- --------------------------------------   -----------       ----------        -----------       ----------
<S>                                      <C>               <C>               <C>               <C>
Operating Expenses                       $   19,811        $   19,811        $   18,285        $   18,122
                                         ----------        ----------        ----------        ----------
Other non-operating income, net                 551               617                 2                58
                                         ----------        ----------        ----------        ----------
Earnings before income taxes                 15,314            15,380            11,401            11,620
                                         ----------        ----------        ----------        ----------
Net earnings                                 10,664            10,730             7,961             8,180
                                         ----------        ----------        ----------        ----------
Basic earnings per share                 $     0.91        $     0.92        $     0.68        $     0.70
                                         ----------        ----------        ----------        ----------
Diluted earnings per share               $     0.90        $     0.90        $     0.67        $     0.69
                                         ----------        ----------        ----------        ----------
</TABLE>

The effect of the restatement on previously reported annual financial statements
was not material. There is no effect of the restatement on previously reported
cash flows.

C. ACQUISITIONS

In March 2001, the Company acquired 100% of the stock of Perrot SA (now Lindsay
Europe SA), a manufacturer of irrigation systems located in La Chapelle d'
Aligne, France, for approximately $1.0 million in cash. The acquisition was
accounted for under the purchase method of accounting. The purchase resulted in
recording approximately $300,000 of goodwill, representing the amount of cash
paid in excess of the estimated fair value of the assets acquired less
liabilities assumed, which was being amortized using a useful life of 20 years
in 2001 and 2002. The results of operations for Lindsay Europe SA have been
included in the Company's consolidated results from the acquisition date.

         During November 2001, the Company acquired certain assets of Injection
Systems, Inc. for $255,000 in cash. This product line is marketed as injection
systems under the GrowSmart brand. The assets acquired in this acquisition
consisted of inventory of $41,000, fixed assets of $17,000, and intangibles
including a patent of $100,000, plans/specifications of $75,000 and a tradename
of $22,000. The patent is being amortized over its remaining life at the time of
acquisition of 16 years; the plans/specifications are being amortized over an
estimated realizable period at the time of acquisition of 20 years; the
tradename was amortized over a period of 12 months. There was no goodwill
associated with this acquisition.

         During March 2002, the Company acquired the business of Irrigation
Specialists, Incorporated for $3.6 million in cash. This irrigation dealership
based in Pasco, Washington has been established for more than 30 years and
provides the Company a strategic distribution channel in a key regional market.
The purchase price allocated to assets and liabilities consisted of trade
accounts receivable of $2.8 million, inventory of $2.5 million, fixed assets of
$820,000, non-compete agreement of $300,000, tradename/trademark of $120,000,
trade payables of $2.7 million and other liabilities of $335,000. The
non-compete agreement is being amortized over 5 years. The tradename/trademark
will be carried at its fair value supported by the incremental value of the
business' operating results considered to be generated. There was no goodwill
associated with this acquisition.

         During April 2002, the Company acquired a portion of the assets of
Hidro Power Industria E Comercio De Equipamentos for $979,000 in cash, including
direct acquisition costs of $161,000. This irrigation equipment production and
sales operation (now Lindsay America do Sul Ltda.) provides the Company an
important base in a key international market. The assets acquired in this
acquisition consisted of inventory of $230,000, fixed assets of $265,000,
goodwill of $334,000 and a non-compete covenant of $100,000. The non-compete
agreement will be amortized over three years. The goodwill will not be
amortized.

                                       26
<PAGE>

The following unaudited pro forma data summarizes the combined results of
operations of the Company for the periods indicated as if the acquisition of
Irrigation Specialists, Inc. had been completed on September 1, 2001. The pro
forma data gives effect to the actual operating results prior to the
acquisition, amortization of acquisition related intangibles and income taxes.
The pro forma amounts do not purport to be indicative of the results that would
have actually been obtained if the acquisition had occurred on September 1,
2000, or that may be obtained in the future. Pro forma data is not presented for
other acquisitions, as these amounts are considered immaterial.

<TABLE>
<CAPTION>
                                                     (UNAUDITED)
                                            FOR THE YEARS ENDED AUGUST 31,
                                            ------------------------------
$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS        2002               2001
- ----------------------------------------        ----               ----
<S>                                         <C>                <C>
Revenues................................    $   150,566        $   138,830
Net income..............................         10,561              8,015
Net income per share - basic............           0.90               0.69
Net income per share - diluted..........    $      0.89        $      0.67
</TABLE>

D. OTHER INCOME, NET

<TABLE>
<CAPTION>
                                                                FOR THE YEARS ENDED AUGUST 31,
                                                                ------------------------------
$ IN THOUSANDS                                                2003           2002            2001
- --------------                                                ----           ----            ----
<S>                                                          <C>            <C>            <C>
Other income (expense), net:
  Cash surrender value of life insurance..................   $  122         $    66        $    56
  Gain (loss) on sales of fixed assets....................       76              78            (10)
  Foreign currency transaction gains, net.................      501             217              -
  Equity in net earnings of equity-method investment......      125             253              4
  All other, net..........................................       20               3              8
                                                             ------         -------        -------
Total other income, net...................................   $  844         $   617        $    58
                                                             ======         =======        =======
</TABLE>

E. INCOME TAXES

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

<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED AUGUST 31,
                                       ------------------------------
$ IN THOUSANDS                     2003            2002             2001
- --------------                     ----            ----             ----
<S>                               <C>            <C>              <C>
United States................     $18,049        $16,025          $11,762
Foreign......................         738           (645)            (142)
                                  -------        -------          -------
                                  $18,787        $15,380          $11,620
                                  =======        =======          =======
</TABLE>

Significant components of the income tax provision are as follows:

<TABLE>
<CAPTION>
                                              FOR THE YEARS ENDED AUGUST 31,
                                              ------------------------------
$ IN THOUSANDS                             2003            2002            2001
- --------------                             ----            ----            ----
<S>                                       <C>             <C>            <C>
Current:
  Federal............................     $ 5,518         $ 4,022        $ 2,226
  State..............................         630             412            300
  Foreign............................         269               -              -
                                          -------         -------        -------
     Total current...................       6,417           4,434          2,526
                                          -------         -------        -------
Deferred:
  Federal............................        (470)            279            845
  State..............................         (32)             30             92
  Foreign............................         (15)            (93)           (23)
                                          -------         -------        -------
     Total deferred..................        (517)            216            914
                                          -------         -------        -------
     Total income tax provision......     $ 5,900         $ 4,650        $ 3,440
                                          =======         =======        =======
</TABLE>

                                       27
<PAGE>

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

<TABLE>
<CAPTION>
                                                                         FOR THE YEARS ENDED AUGUST 31,
                                                                         ------------------------------
                                                               2003                    2002                    2001
                                                               ----                    ----                    ----
$ IN THOUSANDS                                         AMOUNT          %       AMOUNT          %       AMOUNT          %
- --------------                                        -------        ----     -------        ----     -------        ----
<S>                                                   <C>            <C>      <C>            <C>      <C>            <C>
U.S. statutory rate................................   $ 6,482        34.5     $ 5,250        34.1     $ 3,876        33.4
State and local taxes, net of federal tax benefit..       413         2.2         302         2.0         351         3.0
Qualified export activity..........................      (165)       (0.9)       (136)       (0.9)       (165)       (1.4)
Municipal bond interest income.....................      (481)       (2.6)       (471)       (3.1)       (480)       (4.2)
Research and development tax credits...............      (150)       (0.8)       (141)       (0.9)       (144)       (1.2)
Other..............................................      (199)       (1.0)       (154)       (1.0)          2           -
                                                      -------        ----     -------        ----     -------        ----
Effective rate.....................................   $ 5,900        31.4     $ 4,650        30.2     $ 3,440        29.6
                                                      =======        ====     =======        ====     =======        ====
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED AUGUST 31,
                                                   ------------------------------
$ IN THOUSANDS                                        2003                 2002
- ---------------                                       ----                 ----
<S>                                                <C>                  <C>
Deferred tax assets:
Minimum pension liability......................    $     710            $     458
Foreign items..................................          275                  260
Employee benefits liability....................        1,459                1,140
Inventory......................................           90                   52
Accruals not currently deductible for taxes....        1,771                1,145
                                                   ---------            ---------
   Deferred tax assets.........................    $   4,305            $   3,055
                                                   =========            =========

Deferred tax liabilities:
Property, plant and equipment..................    $    (337)           $    (185)
Other..........................................          (68)                (297)
                                                   ---------            ---------
   Deferred tax liabilities....................    $    (405)           $    (482)
                                                   =========            =========

Net deferred tax assets........................    $   3,900            $   2,573
                                                   =========            =========
</TABLE>

In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely that not that some portion or all of the deferred tax
asset will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. The Company considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Management does not
believe there are significant uncertainties surrounding realization of the
deferred tax assets, and, consequently, has not provided a valuation allowance
for deferred tax assets at August 31, 2003 and 2002.

         At August 31, 2003, the Company has a foreign subsidiary with deferred
tax assets of $275,000 comprised principally of temporary differences for
property and equipment, inventory and other items.

                                       28
<PAGE>

F. MARKETABLE SECURITIES

The Company's marketable securities consist of investment-grade municipal bonds.
Marketable securities may mature earlier than their weighted-average contractual
maturities because of principal prepayments. Amortized cost and fair value of
investments in marketable securities classified as held-to-maturity or
available-for-sale according to management's intent are summarized as follows:

HELD-TO-MATURITY SECURITIES

<TABLE>
<CAPTION>
                                                                       Gross             Gross
                                                  Amortized         Unrealized         Unrealized
$ IN THOUSANDS                                       Cost              Gains             Losses           Fair Value
- --------------                                       ----              -----             ------           ----------
<S>                                              <C>                <C>                <C>                <C>
As of August 31, 2003:
 Due within one year.....................        $     7,453        $        54        $        (2)       $     7,505
 Due after one year through five years...             29,661                422                (95)            29,988
                                                 -----------        -----------        -----------        -----------
                                                 $    37,114        $       476        $       (97)       $    37,493
                                                 ===========        ===========        ===========        ===========

As of August 31, 2002:
 Due within one year.....................        $    13,289        $       159        $        (3)       $    13,445
 Due after one year through five years...             25,419                436                (53)            25,802
                                                 -----------        -----------        -----------        -----------
                                                 $    38,708        $       595        $       (56)       $    39,247
                                                 ===========        ===========        ===========        ===========
</TABLE>

AVAILABLE-FOR SALE SECURITIES

<TABLE>
<CAPTION>
                                                                       Gross             Gross
                                                  Amortized         Unrealized         Unrealized
$ IN THOUSANDS                                       Cost              Gains             Losses           Fair Value
- --------------                                       ----              -----             ------           ----------
<S>                                              <C>                <C>                <C>                <C>
As of August 31, 2003:
 Due within one year.....................        $     1,325        $         -        $        (8)       $     1,317
 Due after one year through five years...              9,092                  -                (79)             9,013
                                                 -----------        -----------        -----------        -----------
                                                 $    10,417        $         -        $       (87)       $    10,330
                                                 ===========        ===========        ===========        ===========

As of  August 31, 2002:
 Due within one year.....................        $         -        $         -        $         -        $         -
 Due after one year through five years...                  -                  -                  -                  -
                                                 -----------        -----------        -----------        -----------
                                                 $         -        $         -        $         -        $         -
                                                 ===========        ===========        ===========        ===========
</TABLE>

G. RECEIVABLES

<TABLE>
<CAPTION>
                                                            AUGUST 31,
                                                            ----------
$ IN THOUSANDS                                         2003              2002
- --------------                                         ----              ----
<S>                                                  <C>               <C>
Trade accounts and notes.........................    $ 23,637          $ 24,221
Allowance for doubtful accounts..................        (667)             (492)
                                                     --------          --------
Net receivables..................................    $ 22,970          $ 23,729
                                                     ========          ========
</TABLE>

H. INVENTORIES

<TABLE>
<CAPTION>
                                                              AUGUST 31,
                                                              ----------
$ IN THOUSANDS                                         2003              2002
- ---------------                                        ----              ----
<S>                                                  <C>               <C>
First-in, first-out (FIFO) inventory.............    $ 15,821          $ 13,273
LIFO reserves....................................      (2,494)           (3,153)
Obsolescence reserve.............................        (566)             (359)
Weighted average inventory.......................       7,258             5,822
                                                     --------          --------
Total inventories................................    $ 20,019          $ 15,583
                                                     ========          ========
</TABLE>

                                       29
<PAGE>

The estimated percentage distribution between major classes of inventory before
reserves is as follows:

<TABLE>
<CAPTION>
                                                             AUGUST 31,
                                                             ----------
                                                        2003             2002
                                                        ----             ----
<S>                                                     <C>              <C>
Raw materials....................................        18%              11%
Work in process..................................         5%               4%
Finished goods and purchased parts...............        77%              85%
</TABLE>

I. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                             AUGUST 31,
                                                             ----------
$ IN THOUSANDS                                         2003              2002
- ---------------                                        ----              ----
<S>                                                  <C>               <C>
    Land.........................................    $    336          $    336
    Buildings....................................       9,319             9,072
    Equipment....................................      36,957            35,242
    Other........................................       2,654             2,897
                                                     --------          --------
Total property, plant, and equipment.............      49,266            47,547
Accumulated depreciation and amortization........     (35,377)          (33,035)
                                                     --------          --------
Property, plant and equipment, net...............    $ 13,889          $ 14,512
                                                     ========          ========
</TABLE>

J. OTHER NONCURRENT ASSETS AUGUST 31,

<TABLE>
<CAPTION>
                                                             AUGUST 31,
                                                             ----------
$ IN THOUSANDS                                         2003             2002
- ---------------                                        ----             ----
<S>                                                  <C>              <C>
Cash surrender value of life insurance policies...   $  1,813         $  1,691
Deferred income taxes.............................      1,599            1,074
Equity method investments.........................      1,437            1,311
Goodwill, net.....................................      1,174            1,082
Split dollar life insurance.......................        913              878
Intangible pension asset..........................        442              511
Other intangibles, net............................        574              687
Other.............................................        267              246
                                                     --------         --------
Total other noncurrent assets.....................   $  8,219         $  7,480
                                                     ========         ========
</TABLE>

The following table summarizes the Company's net carrying value for other
intangible assets as shown above. These other intangible assets are being
amortized over an average term of approximately 6 years. Related amortization
expense was $113,000, $66,000 and $33,000 for the twelve-months ended August 31,
2003, 2002 and 2001, respectively.

<TABLE>
<CAPTION>
                                            AUGUST 31,
                                            ----------
$ IN THOUSANDS                          2003          2002
- --------------                         ------        ------
<S>                                    <C>           <C>
Non-compete agreements.........        $  358        $  358
Tradenames.....................           147           147
Patent.........................           100           100
Plans and specifications.......            77            77
Other..........................            30            30
Accumulated amortization.......          (138)          (25)
                                       ------        ------
Total other intangibles, net...        $  574        $  687
                                       ======        ======
</TABLE>

                                       30
<PAGE>

K. OTHER CURRENT LIABILITIES

<TABLE>
<CAPTION>
                                                           AUGUST 31,
                                                           ----------
$ IN THOUSANDS                                         2003           2002
- --------------                                         ----           ----
<S>                                                  <C>            <C>
Payroll and vacation.........................        $  3,774       $  3,499
Retirement plan..............................           2,240          2,029
Taxes, other than income.....................             740          1,089
Workers compensation and product liability...           1,355          1,711
Dealer related liabilities...................           1,158          1,865
Warranty.....................................           1,152          1,266
Income tax payable...........................           1,428             78
Other........................................           3,648          2,447
                                                     --------       --------
Total other current liabilities..............        $ 15,495       $ 13,984
                                                     ========       ========
</TABLE>

L. CREDIT ARRANGEMENTS

The Company has availability under an agreement with a commercial bank for a
$10.0 million unsecured revolving line of credit through December 28, 2003.
Proceeds from this line of credit, if any, are to be used for working capital
and general corporate purposes including stock repurchases. There have been no
borrowings made under such unsecured revolving line of credit. Borrowings will
bear interest at a rate equal to one percent per annum under the rate in effect
from time to time and designated by the commercial bank as its National Base
Rate (4.00% at August 31, 2003). The Base Rate will not be less than 4.00%. The
Company expects to renew this line of credit on substantially similar terms.

M. COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are defendants in various legal actions arising
in the course of their business activities. In the opinion of management, an
unfavorable outcome with respect to any existing legal action will not result in
a material adverse effect on the Company's consolidated financial position,
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 it 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. During the last half of fiscal
2003, a second Five Year Review of the status of the remediation of the
contamination of the site was conducted by the Company and the EPA. During the
fourth quarter of fiscal 2003, the EPA issued a letter placing the Company on
notice that additional remediation actions were required. Additionally, during
the quarter, the Company and its environmental consultants completed and
submitted a supplemental remedial action work plan that, when implemented, will
allow the Company and the EPA to better identify the boundaries of the
contaminated groundwater and will allow the Company and the EPA to more
effectively assure that the contaminated groundwater is being contained by
current and planned additional wells that pump and aerate it. The Company has
been able to reasonably estimate the cost of completing the remediation actions
defined in the supplemental remedial action work plan and, at August 31, 2003,
accrued $250,000 in other current liabilities for the estimated expenditures for
the actions specified in the plan, substantially all of which it expects to
complete in fiscal 2004. The Company leases land, buildings, machinery,
equipment and furniture under various noncancelable operating lease agreements.
At August 31, 2003, future minimum lease payments under noncancelable operating
leases were as follows:

<TABLE>
<CAPTION>
$ IN THOUSANDS                 FISCAL YEARS
- ---------------                ------------
<S>                 <C>                                                      <C>
                    2004.................................................    $    450
                    2005.................................................         339
                    2006.................................................         311
                    2007.................................................         225
                    2008.................................................         213
                    Thereafter...........................................         946
                                                                             --------
                    Total future minimum lease payments..................    $  2,484
                                                                             ========
</TABLE>

Lease expense was $379,000, $348,000 and $116,000 for fiscal years ended 2003,
2002 and 2001, respectively.

                                       31
<PAGE>

N. RETIREMENT PLANS

The Company has a defined contribution profit-sharing plan covering
substantially all of its full-time U.S. employees. Participants may voluntarily
contribute a percentage of compensation, but not in excess of the maximum
allowed under the Internal Revenue Code. The plan provides for a required
matching contribution by the Company. The Company's total contributions charged
to expense under this plan were $449,000 for the year ended August 31, 2003,
$314,000 the year ended August 31, 2002 and $283,000 for the year ended August
31, 2001.

         A supplementary non-qualified, non-funded retirement plan for six
current and former executives is also maintained. Plan benefits are based on the
executive's average total compensation during the three highest compensation
years of employment. This unfunded supplemental retirement plan is not subject
to the minimum funding requirements of ERISA. The Company has purchased life
insurance policies on the executives named in this supplemental retirement plan
to provide funding for this liability.

Cost and the assumptions for the Company's supplemental retirement plan include
the following components:

<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDED AUGUST 31,
                                                                 ------------------------------
$ IN THOUSANDS                                               2003               2002            2001
- --------------                                               ----               ----            ----
<S>                                                        <C>               <C>              <C>
Change in benefit obligation:
Benefit obligation at beginning of year..............      $ 3,944           $  3,237         $ 2,778
Service cost.........................................           42                 15              13
Interest cost........................................          267                218             187
Actuarial loss.......................................          773                700             395
Benefits paid........................................         (279)              (266)           (136)
                                                           -------           --------         -------
Benefit obligation at end of year....................      $ 4,747           $  3,944         $ 3,237
                                                           -------           --------         -------

Funded status........................................      $(4,747)          $ (3,944)        $(3,237)
Unrecognized net actuarial loss......................        2,507              1,915           1,326
                                                           -------           --------         -------
Net amount recognized................................      $(2,240)          $ (2,029)        $(1,911)
                                                           =======           ========         =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                 FOR THE YEARS ENDED AUGUST 31,
                                                                                 ------------------------------
$ IN THOUSANDS                                                              2003              2002            2001
- --------------                                                              ----              ----            ----
<S>                                                                       <C>               <C>              <C>
Amounts recognized in the statement of financial position consist of:
Accrued benefit cost...................................................   $ 2,240           $  2,029         $ 1,911
Intangible pension asset...............................................      (442)              (511)           (580)
Additional minimum pension liability...................................     2,315              1,688           1,250
Other comprehensive loss...............................................    (1,873)            (1,177)           (670)
                                                                          -------           --------         -------
Net amount recognized..................................................   $ 2,240           $  2,029         $ 1,911
                                                                          =======           ========         =======

Weighted-average assumptions as of year ends:
Discount rate..........................................................      6.25%              7.00%           7.00%
Assumed rates of compensation increases................................      3.50%              3.50%           3.50%
</TABLE>


<TABLE>
<CAPTION>
                                                             FOR THE YEARS ENDED AUGUST 31,
                                                             ------------------------------
$ IN THOUSANDS                                           2003              2002            2001
- --------------                                           ----              ----            ----
<S>                                                    <C>               <C>              <C>
Components of net periodic benefit cost:
Service cost........................................   $    42           $     15         $    13
Interest cost.......................................       267                218             187
Net amortization and deferral.......................       181                111              78
                                                       -------           --------         -------
Total...............................................   $   490           $    344         $   278
                                                       =======           ========         =======
</TABLE>


                                       32
<PAGE>

O. STOCK OPTIONS

On January 30, 2001, the shareholders approved the Lindsay Manufacturing Co.
2001 Long-Term Incentive Plan (the "2001 Plan"). The 2001 Plan supercedes the
1988 Plan and 1991 Plan and no further options or other awards will be granted
under the 1988 Plan and 1991 Plan (the "Prior Plans"). The Company has
outstanding stock options under its 1991 Plan and 2001 Plan. No options are
outstanding under the previous 1988 Plan. The 2001 Plan is similar in most
material respects to the 1991 Plan and provides for awards of stock options,
restricted stock or stock appreciation rights ("SARs") to employees of the
Company and for annual awards of stock options to non-employee directors. A
total of 900,000 shares of the Company's common stock may be issued under the
2001 Plan, subject to adjustments to reflect stock splits and similar events. If
options or restricted stock awarded under the 2001 Plan (or options issued under
the Prior Plans or outside of the Prior Plans) terminate without being fully
vested or exercised, those shares will be available again for grant under the
2001 Plan. No more than 180,000 shares of common stock may be issued to
employees other than through options having an exercise price of not less than
the fair market value of the underlying shares. The 2001 Plan also limits the
total awards that may be made to any individual. The 1991 and 2001 Plans permit
participants to surrender mature common shares, in lieu of cash, for the value
of the exercise price. Mature shares are defined as shares held more than six
months.

A summary of the status of the Company's stock plans is presented below:

<TABLE>
<CAPTION>
                                                                                   AVERAGE
OPTION SHARES                                          NUMBER OF SHARES         EXERCISE PRICE
- -------------                                          ----------------         --------------
<S>                                                    <C>                      <C>
Officers, Directors and Key Employees:
Outstanding at August 31, 2000.....................          916,943               $  13.93
   Granted.........................................          172,750                  18.44
   Exercised.......................................         (107,525)                  8.59
                                                           ---------
Outstanding at August 31, 2001.....................          982,168                  15.30
                                                           =========
Exercisable at August 31, 2001.....................          391,318                  13.51
                                                           =========
Outstanding at August 31, 2001.....................          982,168                  15.30
   Granted.........................................          164,563                  22.95
   Exercised.......................................         (117,947)                 10.53
   Cancelled.......................................          (25,241)                 20.04
                                                           ---------
   Outstanding at August 31, 2002..................        1,003,543                  17.00
                                                           =========
Exercisable at August 31, 2002.....................          410,331                  15.54
                                                           =========
Outstanding at August 31, 2002.....................        1,003,543                  17.00
   Granted.........................................          197,060                  21.48
   Exercised.......................................          (52,530)                 10.39
   Cancelled.......................................          (35,500)                 24.77
                                                           ---------
Outstanding at August 31, 2003.....................        1,112,573                  17.02
                                                           =========
Exercisable at August 31, 2003.....................          514,020               $  16.71
                                                           =========
</TABLE>

The numbers of stock awards available for grant under the stock option plans are
466,918, 628,428 and 768,750 shares as of August 31, 2003, 2002 and 2001,
respectively.

The following table summarizes information about stock options outstanding at
August 31, 2003:

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING      OPTIONS EXERCISABLE
                                 -------------------      -------------------
                                WEIGHTED
                                 AVERAGE
   RANGE OF        NUMBER       REMAINING    WEIGHTED     NUMBER      WEIGHTED
   EXERCISE      OUTSTANDING   CONTRACTUAL    AVERAGE   EXERCISABLE    AVERAGE
    PRICES       AT 8/31/03       LIFE         PRICE    AT 8/31/03      PRICE
    ------       ----------       ----         -----    ----------      -----
<S>              <C>           <C>           <C>        <C>           <C>
$  8.31-10.22       77,963      1.5 years    $   8.97       77,963    $   8.97
  14.00-20.00      661,738      6.6 years       15.72      336,532       15.47
$ 21.20-28.17      372,872      8.0 years    $  23.61       99,525    $  26.97
                 ---------                                --------
                 1,112,573                                 514,020
                 =========                                ========
</TABLE>


                                       33
<PAGE>

P. GUARANTEES

The Company is currently party to various guarantee arrangements. These
agreements arose in transactions related to dealer/customer financing, the
guarantee of debt for a non-consolidated equity investee and product warranties.

         The Company has adopted FASB Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Other (the "Interpretation"). The Interpretation
requires the guarantor to recognize a liability for the non-contingent component
of the guarantee which is the obligation to stand ready to perform in the event
that specified triggering events or conditions occur. The initial measurement of
this liability is the fair value of the guarantee at inception. The recognition
of the liability is required even if it is not probable that payment will be
required under the guarantee or if the guarantee was issued with premium
payments or as part of a transaction with multiple events.

         As noted above, the Company has adopted the disclosure requirements of
the Interpretation and has applied the recognition and measurement provisions
for all guarantees entered into or modified after December 31, 2002. The Company
has adopted the disclosure requirements of the Interpretation and has applied
the recognition and measurement provisions for all guarantees entered into or
modified after December 31, 2002, when those guarantees are estimable.

The following table provides the estimated maximum amount of potential future
payments for each major group of guarantees:

<TABLE>
<CAPTION>
                                                                    AUGUST
$ IN THOUSANDS                                                       2003
- --------------                                                       ----
<S>                                                               <C>
Guarantees on third party debt of equity investment...........    $     700
Customer equipment financing recourse.........................        3,600
Product warranties............................................          N/A
                                                                  ---------
Total guarantees..............................................    $   4,300
                                                                  =========
</TABLE>

GUARANTEES ON THIRD PARTY DEBT RELATED TO EQUITY INVESTMENT

The Company has guaranteed three bank loans and a standby letter of credit of an
irrigation business in which the Company holds a minority equity investment
position. The guarantees continue until the loans, including accrued interest
and fees, have been paid in full. The bank loans mature in September 2003,
December 2006 and February 2007. The standby letter of credit expires in
December 2003. As of August 31, 2003, the maximum amount associated with the
guarantees and letter of credit was approximately $700,000. The majority owner
of the business provides a separate personal guarantee of the bank notes.

CUSTOMER EQUIPMENT FINANCING RECOURSE

In the normal course of business, the Company has arranged for unaffiliated
financial institutions to make favorable financing terms available to end-user
purchasers of the Company's irrigation equipment. In order to facilitate these
arrangements, the Company provided the financial institutions with limited
recourse guarantees or full guarantees as more fully described below. Related to
these exposures, the Company has separately accrued a liability of $326,000,
classified with other current liabilities, for estimated losses on such
guarantees. The Company recorded, at estimated fair value, deferred revenue of
$28,000 also classified with other current liabilities, for guarantees issued
after December 31, 2002. The estimated fair values of these guarantees are
based, in large part, on the Company's experience with this agreement and
related transactions. The Company recognizes the revenue for value of the
guarantees ratably over the term of the guarantee.


         The Company maintains an agreement with a single financial institution
that guarantees the financial institution's pool of accounts limited to $1.5
million as of August 31, 2003. Generally, the Company's exposure is limited to
unpaid interest and principal where the first and/or second annual customer
payments have not yet been made as scheduled. The estimated maximum exposure is
representative of 2.75% of the original loan amount financed or the total
equipment cost related to a lease.

         Separately, the Company maintains limited, specific customer financing
recourse arrangements with three financial institutions including the one
referred to above. Generally, the Company's exposure is limited to unpaid
interest and principal where the first and/or second annual customer payments
have not yet been made as scheduled. In some specific cases, the guarantee may
cover up to all scheduled payments of a loan. The original amount of existing
specific guarantees is approximately $2.1 million at August 31, 2003. The
Company's recourse guarantee is collateralized by the value of the equipment.


                                       34
<PAGE>

PRODUCT WARRANTIES

The Company generally warrants its products against certain manufacturing and
other defects. These product warranties are provided for specific periods and/or
usage of the product. The accrued product warranty costs are for a combination
of specifically identified items and other unidentified items based primarily on
historical experience of actual warranty claims. The following table provides
the changes in the Company's product warranties:

<TABLE>
<CAPTION>
                                                                         FOR THE FISCAL YEAR ENDED
                                                                         -------------------------
                                                                    AUGUST        AUGUST         AUGUST
$ IN THOUSANDS                                                       2003          2002           2001
- --------------                                                    ---------      --------       --------
<S>                                                               <C>            <C>            <C>
Product warranty accrual balance, beginning of fiscal year....    $  1,266       $  1,396       $    757
Liabilities accrued for warranties during the period..........       1,370          1,275           1644
Warranty claims paid during the period........................      (1,484)        (1,405)        (1,005)
                                                                  --------       --------       --------
Product warranty accrual balance, end of fiscal year..........    $  1,152       $  1,266       $  1,396
                                                                  ========       ========       ========
</TABLE>

Q. INDUSTRY SEGMENT INFORMATION

The Company manages its business activities in two reportable segments:

         Irrigation: This segment includes the manufacture and marketing of
         center pivot, lateral move and hose reel irrigation systems.

         Diversified Products: This segment includes providing outsource
         manufacturing services and the manufacturing and selling of large
         diameter steel tubing.

         The accounting policies of the two reportable segments are the same as
those described in the "Accounting Policies" in Note A. The Company evaluates
the performance of its operating segments based on segment sales, gross profit
and operating income, with operating income for segment purposes excluding
general and administrative expenses (which include corporate expenses)
engineering and research expenses, interest income net, other income and
expenses, net income taxes, and assets. Operating income for segment purposes
does include selling expenses and other overhead charges directly attributable
to the segment. There are no inter-segment sales. Because the Company utilizes
common operating assets for its irrigation and diversified segments, it is not
practical to separately identify assets by reportable segment. Similarly, other
segment reporting proscribed by FAS 131 is not shown as this information can not
be reasonably disaggregated by segment and is utilized by the Company's
management.

         The Company has no single major customer representing 10% or more of
its total revenues during fiscal 2003, 2002 or 2001.

Summarized financial information concerning the Company's reportable segments is
shown in the following table:

<TABLE>
<CAPTION>
                                                                          FOR THE YEARS ENDED AUGUST 31,
                                                                          ------------------------------
$ in millions                                                              2003        2002       2001
                                                                           ----        ----       ----
<S>                                                                       <C>        <C>         <C>
Operating revenues:
   Irrigation.........................................................    $ 151.3    $  132.7    $ 106.9
   Diversified products...............................................       12.1        13.2       19.8
                                                                          -------    --------    -------
Total operating revenues..............................................    $ 163.4    $  145.9    $ 126.7
                                                                          =======    ========    =======
Operating income:
   Irrigation.........................................................    $  28.0    $   22.2    $  16.6
   Diversified products...............................................        1.2         1.9        3.2
                                                                          -------    --------    -------
Segment operating income..............................................       29.2        24.1       19.8
Unallocated general & administrative and
   engineering & research expenses....................................      (12.8)      (11.0)     (10.0)
Interest and other income, net........................................        2.4         2.3        1.8
                                                                          -------    --------    -------
Earnings before income taxes..........................................    $  18.8    $   15.4    $  11.6
                                                                          =======    ========    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                          FOR THE YEARS ENDED AUGUST 31,
                                                                          ------------------------------
$ IN MILLIONS                                                              2003        2002       2001
- -------------                                                              ----        ----       ----
<S>                                                                       <C>        <C>         <C>
Geographic area revenues:
   United States......................................................    $125.0     $  113.8    $ 102.0
   Europe, Africa & Middle East.......................................      23.3         17.2       14.7
   Mexico & Latin America.............................................      10.7          6.0        3.2
   Other International................................................       4.4          8.9        6.8
                                                                          ------     --------    -------
   Total revenues.....................................................    $163.4     $  145.9    $ 126.7
                                                                          ======     ========    =======
</TABLE>


                                       35
<PAGE>

R. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The follow is a tabulation of the unaudited quarterly results of operations for
the years ended August 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED THE LAST DAY OF
                                                ------------------------------------------
$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS        NOVEMBER   FEBRUARY       MAY      AUGUST
- ----------------------------------------        --------   --------       ---      ------
<S>                                             <C>        <C>         <C>        <C>
Fiscal 2003
   Operating revenues......................     $ 33,462   $ 48,127    $ 48,833   $ 32,952
   Cost of operating revenues..............       26,451     35,865      36,334     24,978
   Earnings before income taxes............        1,714      7,108       7,021      2,944
   Net earnings............................        1,193      4,952       4,822      1,920
   Diluted net earnings per share..........     $   0.10   $   0.42    $   0.41   $   0.16
   Market price (NYSE)
     High..................................     $  25.70   $  25.24    $  23.00   $  24.45
     Low...................................     $  20.95   $  18.45    $  17.75   $  20.00

Fiscal 2002
   Operating revenues......................     $ 28,545   $ 40,668    $ 44,133   $ 32,544
   Cost of operating revenues..............       22,935     30,586      32,580     26,862
   Earnings before income taxes............        1,590      5,763       6,849      1,178
   Net earnings............................        1,112      3,972       4,731        915
   Diluted net earnings per share..........     $   0.09   $   0.34    $   0.40   $   0.08
   Market price (NYSE)
     High..................................     $  18.86   $  21.60    $  25.85   $  24.10
     Low...................................     $  16.50   $  18.30    $  20.10   $  20.00
</TABLE>

2003: Significant fourth-quarter adjustments aggregated an increase to pre-tax
earnings of $660,000. The adjustments increasing pre-tax earnings included a
LIFO inventory reserve adjustment of $660,000 and a reduction of general
insurance expense liability of $510,000. The adjustments decreasing pre-tax
earnings included an accrual of $250,000 for the environmental supplemental
remediation plan and a $260,000 reduction in revenue for Irrigation Specialists
based on a reconciliation of receivables.

2002: The Company had no significant fourth-quarter adjustments.

                                       36
<PAGE>

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

NONE

ITEM 9A - CONTROLS AND PROCEDURES

         Based upon their evaluation of the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act rules 13a-15 (e)
and 15d-15 (e), management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures were effective as of August 31, 2003.

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
August 31, 2003 through the date of this Annual Report on Form 10-K, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

                                       37
<PAGE>

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company will file with the Securities and Exchange Commission a definitive
Proxy Statement not later than 120 days after the close of its fiscal year ended
August 31, 2003. Information about the Directors required by item 401 of
Regulation S-K is incorporated by reference from the Proxy Statement.
Information about Executive Officers is shown on page 6 and 7 of this filing.

         Section 16(a) Beneficial Ownership Reporting Compliance - Item 405 of
Regulation S-K calls for disclosure of any known late filing or failure by an
insider to file a report required by Section 16 of the Securities Exchange Act.
The Company believes it has complied with all section 16 filing requirements
during the fiscal year ended August 31, 2003 except for late Form 4 Statement of
Changes in Beneficial Ownership due September 5, 2002, filed September 25, 2002
for the following independent directors: Howard Buffett, Michael Christodolou,
Larry Cunningham, Dave McIntosh and William Welsh; and Form 4 Statement of
Changes in Beneficial Ownership due April 26, 2003, filed May 8, 2003 for the
Company's Chief Executive Officer Richard Parod.

ITEM 11 - EXECUTIVE COMPENSATION

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

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

                                       38
<PAGE>

                                     PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements

         The following financial statements of Lindsay Manufacturing Co. are
included in Part II Item 8.

<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                              <C>
Report of Independent Accountants...........................................................      18
Consolidated Statements of Operations for the Years
      ended August 31, 2003, 2002 and 2001..................................................      19
Consolidated Balance Sheets at
      August 31, 2003 and 2002..............................................................      20
Consolidated Statements of Shareholders' Equity and Comprehensive Income
      for the years ended August 31, 2003, 2002 and 2001....................................      19
Consolidated Statements of Cash Flows for the Years
      ended August 31, 2003, 2002 and 2001..................................................      21

Notes to Consolidated Financial Statement...................................................     22-36

Valuation and Qualifying Accounts -
      Years ended August 31, 2003, 2002 and 2001............................................      43
</TABLE>

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

                                       39
<PAGE>

                               a(3) EXHIBIT INDEX


EXHIBIT
NUMBER                               DESCRIPTION
- ------                               -----------

3(a)     Restated Certificate of Incorporation of the Company, incorporated by
         reference to Exhibit 3(a) to the Company's Report on Form 10-Q for the
         fiscal quarter ended February 28, 1997.

3(b)     By-Laws of the Company amended and restated by the Board of Directors
         on April 28, 2000, incorporated by reference to Exhibit 3(b) of the
         Company's Annual Report on Form 10-K for the fiscal year ended
         August 31, 2000.

3(c)     Certificate of Amendment of the Restated Certificate of Incorporation
         of Lindsay Manufacturing Co. dated February 7, 1997, incorporated by
         reference to Exhibit 3(b) to the Company's Report on Form 10-Q for the
         fiscal quarter ended February 28, 1997.

4(a)     Specimen Form of Common Stock Certificate incorporated by reference to
         Exhibit 4 to the Company's report on Form 10-Q for the fiscal
         quarter ended November 30, 1997.

10(a)    Lindsay Manufacturing Co. Executive Compensation Plan incorporated by
         reference to Exhibit 10(a) to the Company's report on Form 10-Q for the
         fiscal quarter ended February 28, 1998.

10(b)    Agreement between the Company and Gary D. Parker, effective December 1,
         1999 incorporated by reference to Exhibit 10(a) to the Company's Report
         on Form 10-Q for the fiscal quarter ended November 30, 1999.

10(c)*   Indemnification Agreement between the Company and its directors and
         officers, dated October 24, 2003.

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

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

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

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

                                       40
<PAGE>

                               a(3) EXHIBIT INDEX


EXHIBIT
NUMBER                                  DESCRIPTION
- ------                                  -----------

10(h)    Lindsay Manufacturing Co. Supplemental Retirement Plan, incorporated by
         reference to Exhibit 10(j) of the Company's Annual Report on Form 10K
         for the fiscal year ended August 31, 1994.

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

10(j)*   Lindsay Manufacturing Co. Management Incentive Plan (MIP) 2004 Plan
         Year

14*      Code of Ethical Conduct for Principal Executive Officer and Senior
         Financial Officers

21*      Subsidiaries of the Company

23*      Consent of KPMG LLP

24(a)*   The Power of Attorney authorizing Richard W. Parod to sign the Annual
         Report on Form 10-K for fiscal 2003 on behalf of certain directors.

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

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

32.1*    Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C.
         Section 1350.

- ---------------
* Filed herein.


(b)      Reports on Form 8-K.

         The registrant filed a Form 8-K under Item 7 to furnish a press
release, issued, June 23, 2003, announcing the Company's results of operations
for the quarter and nine months ended May 31, 2003.

         The registrant filed a Form 8-K under Item 5 to provide a press release
issued on July 29, 2003 announcing an increase in the Company's quarterly cash
dividend.

                                       41
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 21st day of
November, 2003.

                      LINDSAY MANUFACTURING CO.

                      By:    /s/ BRUCE C. KARSK
                             --------------------------------------------------
                      Name:  Bruce C. Karsk
                      Title: Executive Vice President, Chief Financial Officer,
                             Treasurer and Secretary

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on this 21st day of November, 2003.

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

/s/ BRUCE C. KARSK                   Executive Vice President, Chief Financial
- ---------------------------------    Officer,
Bruce C. Karsk                       Treasurer and Secretary

/s/ THOMAS COSTANZA                  Corporate Controller
- ---------------------------------
Thomas Costanza

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

/s/ HOWARD G. BUFFET         (1)     Director
- ---------------------------------
Howard G. Buffet

/s/ LARRY H. CUNNINGHAM      (1)     Director
- ---------------------------------
Larry H. Cunningham

/s/ J.DAVID MCINTOSH         (1)     Director
- ---------------------------------
J. David McIntosh

/s/ MICHAEL C. NAHL          (1)     Director
- ---------------------------------
Michael C. Nahl

/s/ WILLIAM F. WELSH II      (1)     Director
- ---------------------------------
William F. Welsh II

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

                                       42
<PAGE>

                            LINDSAY MANUFACTURING CO.
                        VALUATION AND QUALIFYING ACCOUNTS
                   YEARS ENDED AUGUST 31, 2003, 2002 AND 2001
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          ADDITIONS
                                                                          ---------
                                                      BALANCE AT   CHARGED TO   CHARGED TO                BALANCE AT
                                                      BEGINNING    COSTS AND      OTHER                      END
                 DESCRIPTION                          OF PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS   OF PERIOD
                 -----------                          ---------     --------     --------    ----------   ---------
<S>                                                   <C>          <C>          <C>          <C>          <C>
Year ended August 31, 2003:
   Deducted in the balance sheet from
     the assets to which they apply:
     - Reserve for guarantee losses(c)............      $ 344       $    77      $     -       $  95        $ 326
                                                        =====       =======      =======       =====        =====
     - Allowance for doubtful accounts............      $ 492       $   275      $     -       $ 100(a)     $ 667
                                                        =====       =======      =======       =====        =====
     - Allowance for inventory obsolescence.......      $ 359       $   206      $     8       $  57(b)     $ 516
                                                        =====       =======      =======       =====        =====
Year ended August 31, 2002:
   Deducted in the balance sheet from
     the assets to which they apply:
     - Reserve for guarantee losses(c)............      $   -       $     -      $   344           -        $ 344
                                                        =====       =======      =======       =====        =====
     - Allowance for doubtful accounts............      $ 577       $   348      $  (344)      $  89(a)     $ 492
                                                        =====       =======      =======       =====        =====
     - Allowance for inventory obsolescence.......      $ 629       $  (204)     $     -       $  66(b)     $ 359
                                                        =====       =======      =======       =====        =====
Year ended August 31, 2001:
   Deducted in the balance sheet from the
     assets to which they apply:
     - Allowance for doubtful accounts............      $ 445       $   180      $    45       $  93(a)     $ 577
                                                        =====       =======      =======       =====        =====
     - Allowance for inventory obsolescence.......      $ 631       $    65      $     -       $  67(b)     $ 629
                                                        =====       =======      =======       =====        =====
</TABLE>

Notes:

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

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

(c)      Represents estimated losses on financing guarantees.

See accompanying independent auditors' report.

                                       43

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>3
<FILENAME>c81184exv10wxcy.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 10 (C)

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement, dated as of ______________, 2003 is
made by Lindsay Manufacturing Co., a Delaware corporation (the "Company") for
the benefit of ________________________, an officer and/or director of the
Company (the "Indemnitee").

                                    RECITALS

         The Company and the Indemnitee recognize that the present state of the
law is too uncertain to provide the Company's officers, directors, employees and
agents with adequate and reliable advance knowledge or guidance with respect to
the legal risks and potential liabilities to which they may become personally
exposed as a result of performing their duties for the Company.

         A.       The Company and the Indemnitee are aware of the substantial
growth in the number of lawsuits filed against corporate officers, directors,
employees and agents in connection with their activities in such capacities and
by reason of their status as such;

         B.       The Company and the Indemnitee recognize that the cost of
defending against such lawsuits, whether or not meritorious, is typically beyond
the financial resources of most individuals and, accordingly, represents a
significant disincentive for qualified persons to serve as directors or officers
of the Company;

         C.       The Company believes that it is in the best interest of the
Company and its shareholders to attract and retain qualified and committed
directors and officers and, after reasonable investigation, believes it is
prudent to provide such persons with a combination of (i) reasonable coverage
under a directors and officers liability insurance policy and (ii) contractual
indemnity from the Company to the fullest extent permitted by law (as in effect
on the date hereof, or, to the extent any amendment may expand such permitted
indemnification, as hereafter in effect) against personal liability for actions
taken in the good faith performance of their duties to the Company;

         D.       The Company's Restated Certificate of Incorporation authorizes
the indemnification of corporate agents of the Company to the fullest extent
permitted by law;

         E.       The Company desires and has requested the Indemnitee to serve
or continue to serve as a director and/or officer of the Company, free from
undue concern for the risks and potential liabilities associated with such
services to the Company; and

         F.       The Indemnitee is willing to serve, or continue to serve, the
Company, provided, and on the express condition, that he or she is furnished
with the indemnification provided for herein.

                                    AGREEMENT

                  NOW, THEREFORE, the Company and Indemnitee agree as follows:

                  1.       DEFINITIONS.

                           (a)      EXPENSES. "Expenses" means, for the purposes
of this Agreement, all direct and indirect costs and expenses of any type or
nature whatsoever (including, without limitation, any fees, retainers and
disbursements of Indemnitee's counsel, accountants, experts, other witnesses,
investigation costs, defense costs, mediation costs, arbitration costs, court
costs (including appeals), costs of attachment or bonds, transcript costs,
travel expenses, duplicating, printing and binding costs, telephone charges,
postage, delivery service fees and other out-of-pocket costs and expenses)
actually and reasonably incurred by the Indemnitee in connection with the
investigation, preparation, defense or appeal of a Proceeding; provided,
however, that Expenses shall not include judgments, fines, penalties or amounts
paid in settlement of a Proceeding.

                           (b)      PROCEEDING. "Proceeding" means, for the
purposes of this Agreement, any threatened, pending or completed action, suit,
arbitration, alternative dispute resolution mechanism, investigation, inquiry,
administrative, legislative or other hearing, or any other actual, threatened or
completed proceeding, whether civil, criminal, administrative or

<PAGE>

investigative and whether brought by or in the right of the Company or
otherwise, in which Indemnitee was, is or may be involved as a party, witness or
otherwise, by reason of the fact that Indemnitee is or was a director and/or
officer of the Company or any subsidiary or affiliate of the Company, by reason
of any action taken by him or her or of any inaction on his or her part while
acting as such director and/or officer, or by reason of the fact that he or she
is or was serving at the request of the Company as a director, officer, employee
or agent of another domestic or foreign corporation, partnership, joint venture,
trust or other enterprise, whether or not he or she is serving in such capacity
at the time any liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.

                  2.       AGREEMENT TO SERVE. In consideration of the
protection afforded by this Agreement, if Indemnitee is a director, he or she
has agreed to serve to the best of his or her abilities until the earlier of (i)
the time when Indemnitee fails to be reelected to the Board of Directors and
qualified or (ii) such time as he or she tenders his or her resignation in
writing. If Indemnitee is an officer, he or she has agreed to serve to the best
of his or her abilities at the will of the Company or under separate contract,
if such contract exists, for so long as Indemnitee is duly appointed or until
such time as he or she tenders his or her resignation in writing. Nothing
contained in this Agreement is intended to create in Indemnitee any right to
continued employment or any requirement of a continuing relationship.

                  3.       INDEMNIFICATION. The Company hereby agrees to hold
harmless and indemnify Indemnitee to the fullest extent authorized by law,
including but not limited to the Delaware General Corporation Law, as the same
exists on the date hereof or as may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than the law permitted the Company to
provide prior to such amendment). In furtherance of the foregoing
indemnification, and without limiting the generality thereof:

                           (a)      THIRD PARTY PROCEEDINGS. The Company shall
indemnify Indemnitee against Expenses, judgments, fines, penalties or amounts
paid in settlement actually and reasonably incurred by Indemnitee in connection
with a Proceeding (other than a Proceeding by or in the right of the Company) if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal proceeding, had no reasonable cause to believe Indemnitee's conduct
was unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or, with respect to any criminal Proceeding, had
reasonable cause to believe that Indemnitee's conduct was unlawful.

                           (b)      PROCEEDINGS BY OR IN THE RIGHT OF THE
COMPANY. To the fullest extent permitted by law, the Company shall indemnify
Indemnitee against Expenses and amounts paid in settlement actually and
reasonably incurred by Indemnitee in connection with a Proceeding by or in the
right of the Company to procure a judgment in its favor if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company. Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged liable to the Company in the
performance of Indemnitee's duty to the Company, unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such
action or proceeding is or was pending shall determine upon application that, in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for Expenses and then only to the extent that the
court shall determine.

                           (c)      INDEMNIFICATION FOR EXPENSES AS A WITNESS.
Notwithstanding any other provision of this Agreement, the Company shall
indemnify Indemnitee against all expenses actually and reasonably incurred by
Indemnitee in connection with any Proceeding in which Indemnitee is a witness,
but not a party.

                           (d)      SCOPE. Notwithstanding any other provision
of this Agreement, the Company shall indemnify Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by other provisions of this Agreement, the Company's Restated
Certificate of Incorporation, the Company's Bylaws or by statute.

                           (e)      EXCEPTION TO RIGHT OF INDEMNIFICATION.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to indemnification under this Agreement with respect to any Proceeding
brought by Indemnitee, or the making of any claim therein, unless (i) the
bringing of such Proceeding or making of such claim shall have been approved by
the Board of Directors of the Company, or (ii) such Proceeding is being brought
by Indemnitee to assert, interpret or enforce Indemnitee's rights under this
Agreement (including rights to D&O Insurance provided in Section 8 hereof).

<PAGE>

                  4.       DETERMINATION OF RIGHT TO INDEMNIFICATION. Upon
receipt of a written claim addressed to the Board of Directors for
indemnification pursuant to Section 3, the Company shall indemnify Indemnitee
with respect to such written claim to the fullest extent permitted by law. If a
claim under Section 3 is not paid in full by the Company within 30 days after
such written claim has been received by the Company, the Indemnitee may at any
time thereafter bring suit against the Company to recover the unpaid amount of
the claim, and, if successful in whole or in part, the Indemnitee shall also be
entitled to be paid the expenses of prosecuting such claim. Neither the failure
of the Company (including its Board of Directors, independent legal counsel, or
its shareholders) to make a determination prior to the commencement of such
action that indemnification of the Indemnitee is proper in the circumstances
because Indemnitee has met the applicable standard of conduct under applicable
law, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel or its shareholders) that the Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
Indemnitee has not met the applicable standard of conduct. It shall at all times
be presumed that Indemnitee has met the applicable standard of conduct to be
entitled to indemnification, and the Company or anyone else seeking to overcome
this presumption shall have the burden of proof to establish that Indemnitee has
not met the applicable standard of conduct.

                  5.       ADVANCEMENT AND REPAYMENT OF EXPENSES. The Expenses
incurred by Indemnitee in connection with any Proceeding shall be paid by the
Company in advance of the final disposition of such Proceeding within 30 days
after receiving from Indemnitee copies of invoices presented to Indemnitee or
other satisfactory evidence for such Expenses, if Indemnitee shall provide an
undertaking to the Company to repay such amount to the extent it is ultimately
determined that Indemnitee is not entitled to indemnification. In determining
whether or not to make an advance hereunder, the ability of Indemnitee to repay
shall not be a factor. Any advancements and undertakings for repayment of
Expenses shall be unsecured and interest free. Notwithstanding the foregoing,
the Company shall not be required to make the advances called for hereby if the
Board of Directors reasonably determines in good faith that it does not appear
that Indemnitee has met the standards of conduct which make it permissible under
applicable law to indemnify Indemnitee and the advancement of Expenses would not
be in the best interests of the Company and its shareholders.

                  6.       PARTIAL INDEMNIFICATION. If the Indemnitee is
entitled under any provision of this Agreement to indemnification or advancement
by the Company of some or a portion of any Expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, penalties, and
amounts paid in settlement) incurred by him or her in the investigation,
defense, settlement or appeal of a Proceeding, but is not entitled to
indemnification or advancement of the total amount thereof, the Company shall
nevertheless indemnify or pay advancements to the Indemnitee for the portion of
such Expenses or liabilities to which the Indemnitee is entitled. In addition,
if Indemnitee is not wholly successful in any Proceeding, but is successful, on
the merits or otherwise (including dismissal, with or without prejudice), as to
one or more, but less than all claims, issues or matters involved in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee in connection with each successfully
resolved claim, issue or matter involved in such Proceeding.

                  7.       NOTICE TO COMPANY BY INDEMNITEE. Indemnitee shall
notify the Company in writing of any matter with respect to which Indemnitee
intends to seek indemnification hereunder as soon as reasonably practicable
following the receipt by Indemnitee of written notice thereof; provided that any
delay in so notifying the Company shall not constitute a waiver by Indemnitee of
his or her rights hereunder. The written notification to the Company shall be
addressed to the Board of Directors and shall include a description of the
nature of the Proceeding and the facts underlying the Proceeding and be
accompanied by copies of any documents filed with the court in which the
Proceeding is pending. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
Indemnitee's power.

                  8.       MAINTENANCE OF LIABILITY INSURANCE.

                           (a)      COVERAGE. The Company hereby agrees that so
long as Indemnitee shall continue to serve as a director and/or officer of the
Company and thereafter so long as Indemnitee shall be subject to any possible
Proceeding, the Company, subject to Section 8(b), shall use its best efforts to
obtain at a commercially reasonable cost and maintain in full force and effect
directors and officers liability insurance ("D&O Insurance") which provides
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors, if Indemnitee is a director, or of the
Company's officers, if Indemnitee is not a director of the Company but is an
officer.

                           (b)      LIMITATIONS OF OBLIGATION. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O
Insurance if the Company determines in good faith that such insurance is not
reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the

<PAGE>

coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company.

                           (c)      NOTICE TO INSURERS. If, at the time of the
receipt of a notice of a claim pursuant to Section 7 hereof, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of
such Proceeding to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of
such policies.

                  9.       DEFENSE OF CLAIM. In the event that the Company shall
be obligated under Section 5 hereof to pay the Expenses of any Proceeding
against Indemnitee and the Company or any other person entitled to
indemnification by the Company is a party to the Proceeding, the Company shall
be entitled to assume the defense of such Proceeding, with counsel approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election to do so. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Proceeding; provided that (i) Indemnitee shall have the
right to employ his or her counsel in any such Proceeding at Indemnitee's
expense; and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, or (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the
Indemnitee in the conduct of such defense, or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such Proceeding, then the
fees and expenses of Indemnitee's counsel shall be at the expense of the
Company. If the Company assumes the defense of any Proceeding, the Company shall
be obligated to defend all claims against Indemnitee in such Proceeding in good
faith and in a manner consistent with the best interests of Indemnitee, and the
Company shall not settle or compromise any claims on any basis or in any manner
which would impose any liability, limitation or restriction of any kind on
Indemnitee without Indemnitee's express written consent.

                  10.      ATTORNEYS' FEES. In the event that Indemnitee or the
Company institutes an action to enforce or interpret any terms of this
Agreement, the Company shall reimburse Indemnitee for all of the Indemnitee's
reasonable fees and expenses in bringing and pursuing such action or defense if
Indemnitee is successful in whole or in part in such action or defense.

                  11.      CONTINUATION OF OBLIGATIONS. All agreements and
obligations of the Company contained herein shall continue during the period the
Indemnitee is a director and/or officer of the Company, or is or was serving at
the request of the Company as a director, officer, fiduciary, employee or agent
of a corporation, partnership, joint venture, trust or other enterprise, and
shall continue thereafter so long as the Indemnitee shall be subject to any
possible Proceeding by reason of the fact that Indemnitee served in any capacity
referred to herein.

                  12.      SUCCESSORS AND ASSIGNS. This Agreement establishes
contract rights that shall he binding upon, and shall inure to the benefit of,
the successors, assigns, heirs and legal representatives of the parties hereto.

                  13.      NON-EXCLUSIVITY.

                           (a)      OTHER RIGHTS. The provisions for
indemnification and advancement of Expenses set forth in this Agreement shall
not be deemed to be exclusive of any other rights that the Indemnitee may have
under any provision of law, the Company's Restated Certificate of Incorporation
or Bylaws, the vote of the Company's shareholders or disinterested directors,
other agreements or otherwise, both as to action in his or her official capacity
and action in another capacity while occupying his or her position as a director
and/or officer of the Company.

                           (b)      CHANGES IN LAW. In the event of any changes,
after the date of this Agreement, in any applicable law, statute, or rule which
expand the right of a Delaware corporation to indemnify its officers and/or
directors, the Indemnitee's rights and the Company's obligations under this
Agreement shall be expanded to the full extent permitted by such changes. In the
event of any changes in any applicable law, statute or rule, which narrow the
right of a Delaware corporation to indemnify a director or officer, such
changes, to the extent not otherwise required by such law, statute or rule to be
applied to this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder.

                  14.      EFFECTIVENESS OF AGREEMENT. This Agreement shall be
effective as of the date set forth on the first page and shall, to the fullest
extent permitted by law, apply to acts of omissions of Indemnitee which occurred
at any time prior to or after such date if Indemnitee was an officer, director,
employee or other agent of the Company, or was serving at

<PAGE>

the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, at the time
such act or omission occurred.

                  15.      SUBROGATION. In the event of any payment under this
Agreement by the Company to or on behalf of Indemnitee, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce
such rights.

                  16.      SEVERABILITY. Nothing in this Agreement is intended
to require or shall be construed as requiring the Company to do or fail to do
any act in violation of applicable law, rule or regulation. The provisions of
this Agreement shall be severable as provided in this Section 16. If this
Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify
Indemnitee to the full extent permitted by any applicable portion of this
Agreement that shall not have been invalidated, and the balance of this
Agreement not so invalidated shall be enforceable in accordance with its terms.

                  17.      GOVERNING LAW. This Agreement shall be interpreted
and enforced in accordance with the laws of the State of Delaware. To the extent
permitted by applicable law, the parties hereby waive any provisions of law
which render any provision of this Agreement unenforceable in any respect.

                  18.      AMENDMENT AND TERMINATION. No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless in writing signed by both the Company and Indemnitee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year set forth above.

INDEMNITEE                     LINDSAY MANUFACTURING CO.

________________________               By:_________________________

                               Bruce C. Karsk
                               Executive Vice President, Secretary and Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(J)
<SEQUENCE>4
<FILENAME>c81184exv10wxjy.txt
<DESCRIPTION>MANAGEMENT INCENTIVE PLAN
<TEXT>
<PAGE>

                                  EXHIBIT 10(j)

                            LINDSAY MANUFACTURING CO.
                         MANAGEMENT INCENTIVE PLAN (MIP)
                                 2004 Plan Year

Purpose

         The purpose of the Management Incentive Plan (the "Plan") is to:

                  -        Encourage performance consistent with the Company's
                           business strategy

                  -        Focus on near-term performance results as well as
                           progress toward the achievement of long-term
                           objectives

                  -        Strengthen the link between performance and pay by
                           delivering awards based on measurable corporate and
                           individual goals.

Definitions

         The terms used in this Plan have the meanings set forth below.

         A.       "Company" shall mean Lindsay Manufacturing Co.

         B.       "Compensation Committee" shall mean the Compensation Committee
                  of the Company's Board of Directors.

         C.       "Financial Performance Component" shall mean the portion of a
                  Participant's Plan award that is based on the Company's and
                  specific Market financial performance as defined in Section
                  7B.

         D.       "Individual Performance Component" shall mean the portion of a
                  Participant's Plan award that is based on a Participant's
                  performance relative to individual objectives established in
                  accordance with Section 7C.

         E.       "Named Executive Officers" shall mean the executives of the
                  Company listed in the Executive Compensation section of the
                  Company's Proxy Statement.

         F.       "Participant" shall mean a key employee eligible for awards
                  under the terms outlined in Section 4 of this Plan.

         G.       "Plan" shall mean Lindsay Manufacturing Co. Management
                  Incentive Plan.

Effective Date

         The Plan shall be effective as of September 1, 2003 and will be in
         effect for the 2004 bonus year. The 2004 bonus year is defined as
         September 1, 2003 through August 31, 2004.

Eligibility for Participation

         A.       Participation in the Plan is limited to individuals in
                  positions which have significant responsibility for and impact
                  on the Company's corporate performance.

         B.       Only the Chief Executive Officer and those employees in grades
                  E through G are eligible to be considered for participation in
                  the Plan.

<PAGE>

         C.       Participation in the Plan does not guarantee or entitle any
                  employee to participate in any bonus plan enacted in the
                  future. Participation in the Plan at any target bonus level
                  does not guarantee or entitle any employee to be eligible to
                  participate at any similar target bonus level in any bonus
                  plan which may be enacted in the future.

Enrollment in the Plan

         A.       Initial Enrollment

                  At the beginning of the Plan year, each Participant must be
                  enrolled in the Plan subject to the approvals and eligibility
                  criteria set forth in Sections 4 and 6. The enrollment process
                  is as follows:

                  i.       Plan Participants will participate in the Plan at the
                           standard target percent per grade level as listed in
                           Section 6.

                  ii.      The Company's Chief Executive Officer will review the
                           participant list and projected bonus costs of
                           enrolled employees with the Compensation Committee.
                           The Compensation Committee provides final approval on
                           the aggregate potential cost of the Plan.

         B.       Mid-year Enrollment

                     When hiring or promoting employees during the Plan year who
                     may be eligible for participation in the Plan, the
                     following procedures must be followed:

                     i.    Prior to the commencement of the recruiting or
                           promotion process, the hiring manager consults with
                           Human Resources to determine the position's
                           eligibility for participation in the Plan and the
                           recommended target bonus amount.

                     ii.   Offer letters indicating bonus Plan participation and
                           target bonus award opportunities to new hires and/or
                           promoted employees must be reviewed by the CEO or, in
                           the case of a Named Executive Officer, by the
                           Compensation Committee. Target bonus recommendations
                           must be approved before communication to a
                           prospective Participant. Generally, employees hired
                           or promoted during the fourth quarter 2004 are not
                           eligible to participate in the 2004 Plan.

Determination of Target Payout Levels

         A.       Incentive awards will be calculated as a percentage of the
                  Participant's actual base salary received during the Plan
                  year. While award amounts will vary based on the range of
                  award opportunity and an assessment of individual performance
                  results, the target award opportunities for each grade level
                  are shown below:

<TABLE>
<CAPTION>
GRADE        TARGET % OF SALARY
<S>          <C>
 CEO                 60%
  G                  35%
  F                  25%
  E                  15%
</TABLE>

                     i.    Actual participation is subject to approval by the
                           CEO, or in the case of a Named Executive Officer, by
                           the Compensation Committee. Actual participation is
                           based on an assessment of the individual's position
                           impact on the organization.

                     ii.   Standard target percents per grade level should be
                           followed for all Plan Participants.

         B.       If a Participant's Plan target award opportunity (Target % of
                  Salary as set forth above) changes due to promotion into a
                  grade level with a higher target bonus, the Participant's
                  bonus will be calculated based on his or her actual

<PAGE>

                  salary during the Plan year and a weighted average bonus
                  percentage. The weighted average bonus percentage will reflect
                  the portion of the Plan year spent in each grade level (e.g.,
                  seven months at 15% and five months at 25%). In evaluating the
                  performance of Participants who change positions during the
                  Plan year, consideration will be given to the length of time
                  and results in each position. Actual award decisions will be
                  made by the CEO or, in the case of a Named Executive Officer,
                  by the Compensation Committee. Generally, fourth quarter
                  promotions will not result in an increase in a Participant's
                  target award opportunity.

         C.       Examples of various award calculations are included with this
                  Plan document as Attachment A.

         D.       The CEO will review and approve award recommendations for all
                  employees other than Named Executive Officers prior to payout.
                  Final approval authority for all payments (except for award
                  payments to the Named Executive Officers) rests with the CEO.
                  Individual award payments for all Participants (except the
                  Named Executive Officers) may be adjusted at any time and for
                  any reason at the discretion of the CEO.

         E.       The Compensation Committee will determine the award payments
                  to the Named Executive Officers.

         F.       Award payments will be calculated on an annual basis and paid
                  in accordance with the Company's normal payroll cycle.
                  Payments will be made during the first quarter following the
                  Plan year. The payment date may be changed at any time and for
                  any reason at the discretion of the CEO, or in the case of a
                  Named Executive Officer, with approval of the Compensation
                  Committee.

Basis of Awards

         A.       Measurable performance objectives for each Plan Participant
                  will be established at the beginning of the Plan year (or at
                  mid-year for mid-year hires or newly eligible employees). In
                  2004, consideration will be given to:

                     i.    Financial Performance Component: Company and Market
                           financial performance vs. Plan performance objectives
                           in accordance with Section 7B.

                     ii.   Individual Performance Component: Participant's
                           performance relative to individual goals established
                           in accordance with Section 7C.

                     iii.  Individual and Financial Performance Components will
                           be added to reach a Participant's total bonus. The
                           relative weighting will vary by grade in accordance
                           with the following schedule:

<TABLE>
<CAPTION>
                  Financial          Individual
Grade            Performance        Performance
<S>              <C>                <C>
 CEO                 80%                20%
  G                  80%                20%
  F                  65%                35%
  E                  50%                50%
</TABLE>

         B.       At the beginning of the Plan year, the objectives for the
                  Financial Performance Component are identified and approved by
                  the Compensation Committee.

                     i.    Recommended award amounts may range from 0 - 200% of
                           the Financial Performance Component of the
                           Participant's target award, based on performance.

                     ii.   Percentages between the threshold, target, and
                           maximum award will be interpolated.

<PAGE>

                  iii.     In the event of an acquisition, revenue and operating
                           income resulting from the acquisition will be
                           excluded from award payout calculations, unless

                           (a) the CEO or Compensation Committee suggests a
                               modification to the objectives under the
                               Financial Performance Component that would
                               incorporate revenue and income generated as a
                               result of the acquisition, and

                           (b) The Compensation Committee approves the
                  modification.

         C.       The Individual Performance Component will be based on written
                  objectives set annually for Participants by their supervisors
                  and approved by the CEO or, in the case of a Named Executive
                  Officer, by the Compensation Committee. Objectives will be
                  based on the Participant's position and may be financial,
                  operational or strategic.

                     i.    Objectives under the Individual Performance Component
                           may be linked to team-based goals, if appropriate

                     ii.   Examples of appropriate objectives under the
                           Individual Performance Component include:

                           -        Safety

                           -        Customer Service

                           -        Market Share

                           -        On-time Delivery

                           -        Cost Reduction

                           -        Product Development

                     iii.  Recommended award amounts may range from 0% - 200% of
                           the target amount under the Individual Performance
                           Component. Recommended award amounts will be based on
                           an assessment of the individual's performance
                           relative to objectives established under the
                           Individual Performance Component, in accordance with
                           the following guidelines:

<TABLE>
<CAPTION>
                                                      PAYOUT
           INDIVIDUAL                       (AS % OF TARGET INDIVIDUAL
           PERFORMANCE                        PERFORMANCE COMPONENT)
<S>                                         <C>
    Does not meet objectives                             0%
      Meets some objectives                             50%
      Meets most objectives                             75%
      Meets all objectives                             100%
       Exceeds objectives                              150%
Significantly exceeds objectives                       200%
</TABLE>

                  iv.      The "Payout (as % of Target Individual Performance
                           Component)" represents the payout relative to target
                           award for the Individual Performance Component of the
                           Plan.

Changes in Employment Status

         A.       Under most circumstances, Participants who cease to be
                  employees of the Company during the Plan year or after the
                  Plan year but prior to the date of actual payment will receive
                  no award. Only active employees on the date that the bonus is
                  paid will be eligible to receive an award. Any exceptions will
                  require the approval of the CEO, or in the case of a Named
                  Executive Officer, the Compensation Committee.

<PAGE>

         B.       In the event that a Participant transfers out of an eligible
                  position into an ineligible position within the Company, the
                  employee may be eligible for a prorated bonus award based upon
                  the approval of the CEO, or in the case of a Named Executive
                  Officer, the Compensation Committee.

         C.       In all cases awards will be calculated and paid according to
                  the provisions in Sections 6 and 7 of this Plan document.

Administration

         A.       General authority for Plan administration and responsibility
                  for ongoing Plan administration will rest with the
                  Compensation Committee of the Company's Board of Directors.
                  The Compensation Committee has sole authority for decisions
                  regarding interpretation of the terms of this Plan.

         B.       The Company reserves the right to amend or change the Plan in
                  whole or in part at any time during the Plan year. Amendments
                  to the Plan require the approval of the Compensation
                  Committee.

         C.       Participation in the Plan does not constitute a contract of
                  employment nor a contractual agreement of payment. It shall
                  not affect the right of the Company to discharge, transfer, or
                  change the position of a Participant. The Plan shall not be
                  construed to limit or prevent the Company from adopting or
                  changing, from time to time, any rules, standards or
                  procedures affecting the Participant's employment with the
                  Company or any Company affiliate, including those which affect
                  bonus payouts.

         D.       If any provision of this Plan is found to be illegal, invalid
                  or unenforceable under present or future laws, that provision
                  shall be severed from the Plan. If such a provision is
                  severed, this Plan shall be construed and enforced as if the
                  severed provision had never been part of it and the remaining
                  provisions of this Plan shall remain in full force and effect
                  and shall not be affected by the severed provisions or by its
                  severance from this Plan. In place of any severed provision
                  there shall be added automatically as part of this Plan a
                  provision as similar in terms to the severed provision as may
                  be possible and be legal, valid and enforceable.

         E.       This is not an ERISA plan. This is a bonus program.

<PAGE>

                                  ATTACHMENT A
                          AWARD CALCULATION GUIDELINES

The following examples are to be used as guidelines in calculating bonus awards
at the end of the 2004 Plan year. Managers should use their discretion in
calculating actual bonus awards and may consider exceptions to the calculations
below when necessary. Any such exceptions must be fully documented and are
subject to review and approval by the Chief Executive Officer, or in the case of
a Named Executive Officer, the Compensation Committee.

<TABLE>
<CAPTION>
                                                                                               Target
                                                                                               Award
                                                                                              -------
<S>                                                        <C>                                <C>
Full Year Participation
- -     September 1 - August 31                                   15%
- -     Target award opportunity:                            $75,000
- -     Actual base salary received:                         $75,000 * 15% =                    $11,250
- -     Plan target award calculation:

Partial Year Participation
- -     February 15 - August 31
- -     Target award opportunity:                                 25%
- -     Actual base salary received
      (for partial year employment):                       $61,250
- -    Plan target award calculation:                        $61,250 * 25% =                    $15,312

Mid-year Promotion
- -     March 1 promotion
- -     Actual base salary received:                         $94,000
- -     Target award opportunity at beginning of year:            15%
- -     Target award opportunity upon promotion:                  25%
- -     Months from September 1 - March 1:                   6 months
- -     Months from March 1 - August 31:                     6 months
- -     Weighted average target award calculation:           ((15% * 6 months) + (25% * 6
                                                           months)) / 12 months = 20.0%
- -     Plan target award calculation:                       $94,000 * 20.0%                    $18,800
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>5
<FILENAME>c81184exv14.txt
<DESCRIPTION>CODE OF ETHICAL CONDUCT
<TEXT>
<PAGE>

                                   EXHIBIT 14

                            LINDSAY MANUFACTURING CO.

                             Code of Ethical Conduct

           (Principal Executive Officer and Senior Financial Officers)

This Code of Ethical Conduct ("Code") sets forth principles which the principal
executive officer and senior financial officers are expected to adhere to and
advocate. The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to Lindsay Manufacturing Co. (the
"Company"), and its shareholders. In addition to this Code, the principal
executive officer and senior financial officers are expected to adhere to the
policies and principles contained in the Company's Code of Business Conduct and
Ethics, which is applicable to all directors, officers and employees of the
Company.

IN MY ROLE AS THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER,
PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER OF THE COMPANY, I RECOGNIZE THAT
PERSONS IN THESE POSITIONS PLAY A CRITICAL ROLE IN CORPORATE GOVERNANCE, AND I
AM COMMITTED TO ENSURING THAT SHAREHOLDERS' AND OTHER STAKEHOLDERS' INTERESTS
ARE APPROPRIATELY BALANCED, PROTECTED AND PRESERVED.

I certify that I will adhere to and advocate the following principles and
responsibilities governing my professional and ethical conduct. I understand and
agree that failure to adhere to this Code constitutes grounds for discipline,
termination of employment, and any other remedies available under the law.

To the best of my knowledge and ability:

1.       I will act with honesty and integrity, avoiding actual or apparent
conflicts of interest in personal and professional relationships. When conflicts
of interest do arise, I will disclose such conflicts to either the Chairman of
the Audit Committee or the Chairman of the Board of Directors of the Company. In
addition, I will disclose to either the Chairman of the Audit Committee or the
Chairman of the Board of Directors any material transactions or relationships
that reasonably can be expected to give rise to such a conflict. I understand
that a conflict of interest can arise any time a member of my family or I have
any interest in any business, property or transaction, or have any right or
obligation from or to any person, which might affect the fulfillment of my job
responsibilities to the Company.

2.       I will provide my constituents with information that is accurate,
complete, objective, relevant, timely and understandable. In particular, I will
do my best to ensure that reports and documents filed with or submitted to the
Securities and Exchange Commission and New York Stock Exchange, or otherwise
publicly communicated by the Company, contain full, fair, accurate, timely, and
understandable disclosure. If I become aware that any information contained in
such reports or publicly communicated by the Company is materially false or
misleading or omits material information, I will promptly disclose this fact to
either the Chairman of the Audit Committee or the Chairman of the Board of
Directors in accordance with the Company's procedures for the receipt, retention
and treatment of complaints and concerns regarding accounting, internal control
or auditing matters. I understand that reports to the Audit Committee may be
made on an anonymous basis.

3.       I will comply with all applicable laws, rules, and regulations of the
federal, state, foreign, provincial and local governments, and other appropriate
private and public regulatory agencies.

4.       If I become aware of a violation of the law or of this Code, I will
promptly report the violation to either the Chairman of the Audit Committee or
the Chairman of the Board of Directors.

5.       I understand that I will be held accountable for my adherence to this
Code and that failure to observe the terms of this Code may result in
disciplinary action, up to and including termination of employment.

<PAGE>

6.       As the principal executive officer or a senior financial officer of the
Company, I acknowledge that any waiver of the provisions of this Code may only
be made by the Board of Directors or by a Board Committee and that any such
waiver will require immediate public disclosure.

<TABLE>
<S>                    <C>
Date:________________  Richard W. Parod, President and Chief Executive Officer

Date:________________  Bruce C. Karsk, Executive Vice President and Chief Financial Officer

Date:________________  Thomas Costanza, Corporate Controller
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>c81184exv21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                   EXHIBIT 21

                    SUBSIDIARIES OF LINDSAY MANUFACTURING CO.

<TABLE>
<CAPTION>
                                                                          Ownership
                                                                          Percentage
                                                                          ----------
<S>                                                                       <C>
Lindsay International Sales Corporation - Delaware                           100%

Lindsay Transportation, Inc. - Nebraska                                      100%

Lindsay Foreign Sales Corporation - Virgin Islands (Inactive)                100%

Lindsay - Irrigation Pty., Ltd. - Australia (Inactive)                       100%

Lindsay Europe SA - France                                                   100%

Irrigation Specialists, Inc. - Delaware                                      100%

Lindsay America do Sul Ltda. - Brazil                                        100%

Lindsay Manufacturing Africa - South Africa                                  100%

LMC Professional Supply, Inc. - Delaware (Inactive)                          100%
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>c81184exv23.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                   EXHIBIT 23

                          INDEPENDENT AUDITORS' CONSENT

To the Board of Directors of Lindsay Manufacturing Co.:

We consent to the incorporation by reference in the registration statement (No.
333-00769) on Form S-8 of Lindsay Manufacturing Co. of our report dated October
10, 2003, with respect to the consolidated balance sheets of Lindsay
Manufacturing Co. and subsidiaries as of August 31, 2003 and 2002, 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, 2003, and all related financial statement schedules,
which report appears in the August 31, 2003, annual report on Form 10-K of
Lindsay Manufacturing Co.

Omaha, Nebraska
October 10, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.(A)
<SEQUENCE>8
<FILENAME>c81184exv24wxay.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                   EXHIBIT 24(a)

                                POWER OF ATTORNEY

         The undersigned, being a director of Lindsay Manufacturing Co. (the
"Company"), hereby appoints Richard W. Parod as his agent and attorney-in-fact
for the purpose of executing and filing all reports on Form 10-K relating to the
year ending August 31, 2003, and any amendments thereto, required to be filed
with the Securities and Exchange Commission by the Company.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the date indicated.

<TABLE>
<CAPTION>
            SIGNATURE                                      CAPACITY                                           DATE
            ---------                                      --------                                           ----
<S>                                                  <C>                                                <C>
/s/ MICHAEL N. CHRISTODOLOU                          Chairman of the Board
- -------------------------------------                of Directors                                        November 7, 2003
Michael N. Christodolou

/s/ HOWARD G. BUFFET                                 Director                                           November 11, 2003
- -------------------------------------
Howard G. Buffet

/s/ LARRY H. CUNNINGHAM                              Director                                            November 7, 2003
- -------------------------------------
Larry H. Cunningham

/s/ J. DAVID MCINTOSH                                Director                                            November 7, 2003
- -------------------------------------
J. David McIntosh

/s/ MICHAEL C. NAHL                                   Director                                           November 7, 2003
- -------------------------------------
Michael C. Nahl

/s/ WILLIAM F. WELSH II                              Director                                            November 7, 2003
- -------------------------------------
William F. Welsh II
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>9
<FILENAME>c81184exv31w1.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Richard W. Parod, certify that:

         1.       I have reviewed this annual report on Form 10-K of Lindsay
                  Manufacturing Company;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer(s) and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                  (a)      Designed such disclosure controls and procedures, or
                           caused such disclosure controls and procedures to be
                           designed under our supervision, to ensure that
                           material information relating to the registrant,
                           including its consolidated subsidiaries, is made
                           known to us by others within those entities,
                           particularly during the period in which this report
                           is being prepared;

                  (b)      Evaluated the effectiveness of the registrant's
                           disclosure controls and procedures and presented in
                           this report our conclusions about the effectiveness
                           of the disclosure controls and procedures, as of the
                           end of the period covered by this report based on
                           such evaluation; and

                  (c)      Disclosed in this report any change in the
                           registrant's internal control over financial
                           reporting that occurred during the registrant's most
                           recent fiscal quarter (the registrant's fourth fiscal
                           quarter in the case of an annual report) that has
                           materially affected, or is reasonably likely to
                           materially affect, the registrant's internal control
                           over financial reporting; and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                  (a)      All significant deficiencies and material weaknesses
                           in the design or operation of internal control over
                           financial reporting which are reasonably likely to
                           adversely affect the registrant's ability to record,
                           process, summarize and report financial information;
                           and

                  (b)      Any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal control over
                           financial reporting.

/s/ RICHARD W. PAROD                   President and Chief Executive Officer
- --------------------                   November 21, 2003
Richard W. Parod


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>10
<FILENAME>c81184exv31w2.txt
<DESCRIPTION>CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Bruce C. Karsk, certify that:

         1.       I have reviewed this annual report on Form 10-K of Lindsay
                  Manufacturing Company;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer(s) and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                  (a)      Designed such disclosure controls and procedures, or
                           caused such disclosure controls and procedures to be
                           designed under our supervision, to ensure that
                           material information relating to the registrant,
                           including its consolidated subsidiaries, is made
                           known to us by others within those entities,
                           particularly during the period in which this report
                           is being prepared;

                  (b)      Evaluated the effectiveness of the registrant's
                           disclosure controls and procedures and presented in
                           this report our conclusions about the effectiveness
                           of the disclosure controls and procedures, as of the
                           end of the period covered by this report based on
                           such evaluation; and

                  (c)      Disclosed in this report any change in the
                           registrant's internal control over financial
                           reporting that occurred during the registrant's most
                           recent fiscal quarter (the registrant's fourth fiscal
                           quarter in the case of an annual report) that has
                           materially affected, or is reasonably likely to
                           materially affect, the registrant's internal control
                           over financial reporting; and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                  (a)      All significant deficiencies and material weaknesses
                           in the design or operation of internal control over
                           financial reporting which are reasonably likely to
                           adversely affect the registrant's ability to record,
                           process, summarize and report financial information;
                           and

                  (b)      Any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal control over
                           financial reporting.

/s/ BRUCE C. KARSK          Executive Vice President and Chief Financial Officer
- ------------------          November 21, 2003
Bruce C. Karsk


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>11
<FILENAME>c81184exv32w1.txt
<DESCRIPTION>CERTIFICATIONS OF CEO AND CFO
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.1

                                  CERTIFICATION

         In connection with the accompanying Annual Report on Form 10-K (the
"Report") of Lindsay Manufacturing Co. (the "Company") for the year ended August
31, 2003, I, Richard W. Parod, Chief Executive Officer of the Company and I,
Bruce C. Karsk, Chief Financial Officer of the Company, hereby certify pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to my knowledge, that:

         (1)      the Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      the information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

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

         /s/ BRUCE C. KARSK
         -------------------------------------------------------
         Executive Vice President and Chief Financial Officer
         Bruce C. Karsk

         November 21, 2003

         A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
