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

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

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

As of ~~June 24,~~December 31, 2014, ~~12,729,995~~12,015,919 shares of the registrant’s common stock were outstanding.


	Three months ended						Nine months ended
	May 31,			May 31,			May 31,			May 31,			Three months ended
($ and shares in thousands, except per share amounts)	2014			2013			2014			2013			November 30, 2014			November 30, 2013
Operating revenues	$	169,936		$	219,542		$	470,411		$	542,451		$	134,845		$	147,671
Cost of operating revenues		121,687			156,506			339,339			386,194			97,931			107,520

Gross profit		48,249			63,036			131,072			156,257			36,914			40,151

Operating expenses:
Selling expense		9,954			8,674			29,244			23,995			9,417			9,756
General and administrative expense		10,002			11,783			31,099			32,056			12,871			11,743
Engineering and research expense		3,071			3,029			8,602			8,946			2,724			2,660

Total operating expenses		23,027			23,486			68,945			64,997			25,012			24,159

Operating income		25,222			39,550			62,127			91,260			11,902			15,992

Other income (expense):
Interest expense		(45	)		(32	)		(140	)		(258	)		(71	)		(39	)
Interest income		295			100			587			367			172			135
Other income (expense), net		28			132			(468	)		252
Other expense, net														(342	)		(271	)

Earnings before income taxes		25,500			39,750			62,106			91,621			11,661			15,817

Income tax expense		9,001			13,687			21,923			31,479			4,093			5,583

Net earnings	$	16,499		$	26,063		$	40,183		$	60,142		$	7,568		$	10,234

Earnings per share:
Basic	$	1.28		$	2.03		$	3.12		$	4.69		$	0.62		$	0.79
Diluted	$	1.28		$	2.01		$	3.11		$	4.66		$	0.62		$	0.79

Shares used in computing earnings per share:
Basic		12,843			12,858			12,881			12,819			12,224			12,889
Diluted		12,889			12,947			12,927			12,894			12,274			12,951

Cash dividends declared per share	$	0.260		$	0.115		$	0.650		$	0.345		$	0.270		$	0.130

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


	Three months ended						Nine months ended
	May 31,			May 31,			May 31,			May 31,			Three months ended
($ in thousands)	2014			2013			2014			2013			November 30, 2014			November 30, 2013
Net earnings	$	16,499		$	26,063		$	40,183		$	60,142		$	7,568		$	10,234

Other comprehensive income (loss):
Defined benefit pension plan adjustment, net of tax		29			33			85			99			32			28
Unrealized gain on cash flow hedges, net of tax		(4	)		15			(4	)		6
Foreign currency translation adjustment, net of hedging activities and tax		187			(1,389	)		1,039			(282	)		(3,973	)		877

Total other comprehensive income, net of tax expense (benefit) of $262, ($10), ($333) and ($128)		212			(1,341	)		1,120			(177	)
Total other comprehensive (loss) income, net of tax expense (benefit) of $556 and ($357)														(3,941	)		905

Total comprehensive income	$	16,711		$	24,722		$	41,303		$	59,965		$	3,627		$	11,139

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


	May 31,			May 31,			August 31,
($ and shares in thousands, except par values)	2014			2013			2013			November 30, 2014			November 30, 2013			August 31, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	182,051		$	170,215		$	151,927		$	139,287		$	151,803		$	171,842
Receivables, net of allowance of $3,670, $2,847, and $2,853, respectively		103,513			130,924			120,291
Receivables, net of allowance of $2,530, $3,349, and $2,857, respectively											89,165			122,093			94,135
Inventories, net		79,010			72,458			68,607			77,010			75,614			71,696
Deferred income taxes		14,748			11,810			12,705			17,107			13,469			17,714
Other current assets		19,992			18,307			15,261			18,853			15,989			18,671

Total current assets		399,314			403,714			368,791			341,422			378,968			374,058

Property, Plant and Equipment:
Cost		160,969			144,199			153,422			170,051			156,299			169,696
Less accumulated depreciation		(95,940	)		(87,293	)		(88,358	)		(99,150	)		(91,047	)		(97,239	)

Property, plant and equipment, net		65,029			56,906			65,064			70,901			65,252			72,457

Intangibles, net		33,060			22,974			36,007			30,821			35,029			31,980
Goodwill		37,211			30,111			37,414			36,634			37,193			37,021
Other noncurrent assets		3,957			4,416			5,020
Other noncurrent assets, net of allowance of $2,017, $0, and $2,000, respectively											10,299			5,261			11,035

Total assets	$	538,571		$	518,121		$	512,296		$	490,077		$	521,703		$	526,551

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	47,352		$	56,902		$	42,276		$	48,648		$	45,902		$	42,424
Current portion of long-term debt		—			1,071			—
Other current liabilities		65,173			65,259			59,816			60,972			57,132			73,943

Total current liabilities		112,525			123,232			102,092			109,620			103,034			116,367

Pension benefits liabilities		6,141			6,603			6,324			6,530			6,263			6,600
Deferred income taxes		13,999			8,809			15,415			11,903			14,715			12,992
Other noncurrent liabilities		7,869			7,715			7,827			9,190			8,022			7,945

Total liabilities		140,534			146,359			131,658			137,243			132,034			143,904

Shareholders’ Equity:
Preferred stock of $1 par value - Authorized 2,000 shares; no shares issued and outstanding		—			—			—			—			—			—
Common stock of $1 par value—authorized 25,000 shares; 18,636, 18,560, and 18,571 shares issued at May 31, 2014 and 2013 and August 31, 2013, respectively		18,636			18,560			18,571
Common stock of $1 par value - authorized 25,000 shares; 18,674, 18,620, and 18,636 shares issued at November 30, 2014 and 2013 and August 31, 2014, respectively											18,674			18,620			18,636
Capital in excess of stated value		51,896			48,392			49,764			52,650			49,288			52,866
Retained earnings		437,415			396,825			405,580			449,658			414,133			445,366
Less treasury stock—at cost, 5,906, 5,698, and 5,698 shares at May 31, 2014 and 2013 and August 31, 2013, respectively		(108,714	)		(90,961	)		(90,961	)
Less treasury stock - at cost, 6,578, 5,698, and 6,196 shares at November 30, 2014 and 2013 and August 31, 2014, respectively											(162,006	)		(90,961	)		(132,020	)
Accumulated other comprehensive loss, net		(1,196	)		(1,054	)		(2,316	)		(6,142	)		(1,411	)		(2,201	)

Total shareholders’ equity		398,037			371,762			380,638			352,834			389,669			382,647

Total liabilities and shareholders’ equity	$	538,571		$	518,121		$	512,296		$	490,077		$	521,703		$	526,551

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


	Nine months ended
	May 31,			May 31,			Three months ended
($ in thousands)	2014			2013			November 30, 2014			November 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	40,183		$	60,142		$	7,568		$	10,234
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		11,131			9,380			3,748			3,707
Provision for uncollectible accounts receivable		891			1,502			169			442
Deferred income taxes		(3,692	)		(5,304	)		(774	)		(1,365	)
Share-based compensation expense		3,218			3,452			1,099			1,180
Other, net		(430	)		176			1,368			(244	)
Changes in assets and liabilities:
Receivables		17,014			(49,375	)		1,792			(1,608	)
Inventories		(9,694	)		(19,898	)		(5,347	)		(6,608	)
Other current assets		(3,595	)		(7,712	)		(1,513	)		(431	)
Accounts payable		4,501			25,203			7,300			3,356
Other current liabilities		773			18,233			(8,131	)		(5,986	)
Current income taxes payable		4,657			4,551			(3,441	)		3,140
Other noncurrent assets and liabilities		962			536			1,857			111

Net cash provided by operating activities		65,919			40,886			5,695			5,928

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(7,836	)		(8,149	)		(3,649	)		(2,387	)
Proceeds from sale of property, plant and equipment		19			21			—			34
Proceeds from settlement of net investment hedges		280			1,536			1,889			101
Payments for settlement of net investment hedges		(2,017	)		(2,051	)		(329	)		(1,035	)

Net cash used in investing activities		(9,554	)		(8,643	)		(2,089	)		(3,287	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		455			1,781
Common stock withheld for payroll tax withholdings		(2,027	)		(2,441	)		(1,699	)		(2,027	)
Principal payments on long-term debt		—			(3,214	)
Excess tax benefits from share-based compensation		742			2,751			501			465
Repurchase of common shares		(17,753	)		—			(29,986	)		—
Dividends paid		(8,348	)		(4,432	)		(3,276	)		(1,681	)

Net cash used in financing activities		(26,931	)		(5,555	)		(34,460	)		(3,243	)

Effect of exchange rate changes on cash and cash equivalents		690			83			(1,701	)		478

Net change in cash and cash equivalents		30,124			26,771			(32,555	)		(124	)
Cash and cash equivalents, beginning of period		151,927			143,444			171,842			151,927

Cash and cash equivalents, end of period	$	182,051		$	170,215		$	139,287		$	151,803

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

The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended August 31, ~~2013.~~2014.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year.

The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

In May 2014, the ~~FASB~~Financial Accounting Standards Board issued ~~ASU~~Accounting Standards Update No. 2014-09,Revenue from Contracts with ~~Customers.~~Customers(the “ASU”). The ~~standard~~ASU provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services. The ASU will replace existing revenue recognition guidance in U.S. GAAP when it becomes effective. The effective date for the ASU ~~No. 2014-09~~ will be the first quarter of fiscal year 2018. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is currently evaluating the impact the adoption will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor has it determined the effect of the ~~standard~~ASU on its ongoing financial reporting.

The following table shows the computation of basic and diluted net earnings per share for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014 and 2013:


	Three months ended				Nine months ended				Three months ended
	May 31,		May 31,		May 31,		May 31,		November 30,		November 30,
($ and shares in thousands, except per share amounts)	2014		2013		2014		2013		2014		2013
Numerator:
Net earnings	$	16,499	$	26,063	$	40,183	$	60,142	$	7,568	$	10,234

Denominator:
Weighted average shares outstanding		12,843		12,858		12,881		12,819		12,224		12,889
Diluted effect of stock equivalents		46		89		46		75
Diluted effect of stock awards										50		62

Weighted average shares outstanding assuming dilution		12,889		12,947		12,927		12,894		12,274		12,951

Basic net earnings per share	$	1.28	$	2.03	$	3.12	$	4.69	$	0.62	$	0.79
Diluted net earnings per share	$	1.28	$	2.01	$	3.11	$	4.66	$	0.62	$	0.79

Certain stock options and restricted stock units ~~are~~were excluded from the computation of diluted net earnings per share because their effect iswould have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The following table shows the securities excluded from the computation of earnings per ~~share:~~share because their effect would have been anti-dilutive:

It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. However, the tax effects of significant or unusual items are not considered in the estimated annual effective income tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur. The Company recorded no material discrete items for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014 and 2013.

The Company recorded income tax expense of ~~$9.0~~$4.1 million and ~~$21.9~~$5.6 million for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014 ~~respectively. The Company recorded income tax expense of $13.7 million~~ and ~~$31.5 million for the three and nine months ended May 31,~~ 2013, respectively. The estimated annual effective income tax rate was ~~35.3~~35.1 percent and ~~34.4~~35.3 percent for the ~~year-to-date periods~~three months ended ~~May 31,~~November 30, 2014 and 2013, respectively. ~~The increase in the estimated annual effective income tax rate from May 2013 to May 2014 primarily relates to incremental increases in taxes due to the earnings mix among jurisdictions.~~

Inventories consisted of the following as of ~~May 31,~~November 30, 2014, ~~May 31,~~November 30, 2013 and August 31, ~~2013:~~2014:


	May 31			May 31			August 31,
($ in thousands)	2014			2013			2013			November 30, 2014			November 30, 2013			August 31, 2014
Raw materials and supplies	$	21,509		$	17,949		$	19,369		$	21,006		$	20,386		$	19,953
Work in process		7,973			7,227			5,665			9,343			7,045			9,990
Finished goods and purchased parts		55,798			54,332			50,038			54,015			54,540			48,300

Total inventory value before LIFO adjustment		85,280			79,508			75,072			84,364			81,971			78,243
Less adjustment to LIFO value		(6,270	)		(7,050	)		(6,465	)		(7,354	)		(6,357	)		(6,547	)

Inventories, net	$	79,010		$	72,458		$	68,607		$	77,010		$	75,614		$	71,696

There have been no changes made to credit arrangements during the three months ended November 30, 2014. The Company ~~has~~had no outstanding long-term debt ~~and was in compliance with all loan covenants~~ as of ~~May 31,~~November 30, 2014. ~~The Company’s credit arrangements consisted of the following:~~

The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A., which was amended on January 22, 2014 to revise letter of credit expiry dates and cash collateralization procedures (“Revolving Credit Agreement”). The borrowings from the Revolving Credit Agreement may primarily be used for working capital purposes and funding acquisitions. At ~~May 31,~~November 30, 2014 and 2013 and August 31, 2013, the Company had no outstanding borrowings on the Revolving Credit Agreement. The amount of borrowings available at any time under the Revolving Credit Agreement is reduced by the amount of standby letters of credit then outstanding. At May 31, 2014, the Company ~~had the ability to borrow $24.5 million under this facility, after consideration of standby letters of~~was in compliance with all financial loan covenants contained in its credit of $5.5 million. Borrowings under the Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 90 basis points (1.05 percent as of May 31, 2014), subject to adjustment as set forth in the Revolving Credit Agreement. Interest is paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Revolving Credit Agreement. Any unpaid principal and interest is due by February 13, 2016.agreements.

The Revolving Credit Agreement contains certain covenants relating to the Company’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, a current ratio and a tangible net worth requirement at specified levels. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts due thereunder may be declared to be immediately due and payable.

The Company uses certain financial derivatives to mitigate its exposure to volatility in ~~interest rates and~~ foreign currency exchange rates. The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. The Company manages market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with high-quality counterparties. As of ~~May 31,~~November 30, 2014, the Company’s derivative counterparty had investment grade credit ratings. Financial derivatives consist of the following:


	Fair Values of Derivative Instruments
	Asset (Liability)
		May 31,			May 31,			August 31,			Fair Values of Derivative Instruments Asset (Liability)
($ in thousands)	Balance Sheet Classification	2014			2013			2013			Balance Sheet Classification	November 30, 2014			November 30, 2013			August 31, 2014
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	463		$	428		$	151		Other current assets	$	1,072		$	18		$	900
Foreign currency forward contracts	Other current liabilities		(90	)		(472	)		(258	)	Other current liabilities		(87	)		(287	)		(240	)
Interest rate swap	Other current liabilities		—			(1	)		—

Total derivatives designated as hedging instruments		$	373		$	(45	)	$	(107	)		$	985		$	(269	)	$	660

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	—		$	172		$	78		Other current assets	$	181		$	132		$	—
Foreign currency forward contracts	Other current liabilities		(161	)		—			(33	)	Other current liabilities		—			(1	)		(160	)

Total derivatives not designated as hedging instruments		$	(161	)	$	172		$	45			$	181		$	131		$	(160	)

Accumulated other comprehensive income ~~(“AOCI”)~~ included realized and unrealized after-tax gains of ~~$1.3~~$3.1 million, ~~$2.4~~$1.4 million and $2.0 million at ~~May 31,~~November 30, 2014 and 2013 and August 31, ~~2013,~~2014, respectively, related to derivative contracts designated as hedging instruments.

For the three months ended ~~May 31,~~November 30, 2014 and 2013, the Company settled foreign currency forward contracts resulting in an after-tax net ~~loss (gain)~~gain (loss) of ~~$0.1~~$0.9 million and ($~~0.8) million,~~0.6 million), which were included in ~~OCI~~other comprehensive income as part of a currency translation adjustment. For the nine months ended May 31, 2014 and 2013, the Company settled foreign currency forward contracts resulting in an after-tax net loss of $1.0 million and $0.4 million, which were included in OCI as part of a currency translation adjustment.

There were no amounts recorded in the condensed consolidated statement of operations related to ineffectiveness of foreign currency forward contracts related to net investment hedges for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014 and 2013. ~~Accumulated currency translation adjustments from net investment hedges in AOCI at May 31,~~

At November 30, 2014 and 2013 and August 31, ~~2013 reflected realized and unrealized after-tax gains of $1.3 million, $2.5 million and $2.0 million, respectively.~~

~~At May 31,~~ 2014, ~~and 2013 and August 31, 2013,~~ the Company had outstanding Euro foreign currency forward contracts to sell ~~28.9~~29.0 million Euro, ~~29.6~~29.1 million Euro and ~~29.2~~28.9 million Euro, respectively, at fixed prices to settle during the next fiscal quarter. At ~~May 31,~~November 30, 2014 and 2013 and August 31, ~~2013,~~2014, the Company had an outstanding South African Rand foreign currency forward contract to sell 43.0 million South African Rand at fixed prices to settle during the next fiscal quarter. The Company’s foreign currency forward contracts qualify as hedges of a net investment in foreign operations.

In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of the Company’s operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities. The Company may choose whether or not to designate these contracts as hedges. For those contracts not so designated, changes in fair value are recognized currently in the condensed consolidated statement of operations. At November 30, 2014 and 2013 and August 31, 2014, the Company had $4.3 million, $3.6 million and $4.9 million respectively, of U.S. dollar equivalent of foreign currency forward contracts outstanding.

The following table presents the Company’s financial assets and liabilities measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements fall, as of ~~May 31,~~November 30, 2014 and 2013 and August 31, ~~2013,~~2014, respectively.


	May 31, 2014										November 30, 2014
($ in thousands)	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	182,051	$	—		$	—	$	182,051		$	139,287	$	—		$	—	$	139,287
Derivative assets		—		463			—		463			—		1,253			—		1,253
Derivative liabilities		—		(251	)		—		(251	)		—		(87	)		—		(87	)

	May 31, 2013										November 30, 2013
($ in thousands)	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	170,215	$	—		$	—	$	170,215		$	151,803	$	—		$	—	$	151,803
Derivative assets		—		600			—		600			—		150			—		150
Derivative liabilities		—		(473	)		—		(473	)		—		(288	)		—		(288	)

	August 31, 2013										August 31, 2014
($ in thousands)	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	151,927	$	—		$	—	$	151,927		$	171,842	$	—		$	—	$	171,842
Derivative assets		—		229			—		229			—		900			—		900
Derivative liabilities		—		(291	)		—		(291	)		—		(400	)		—		(400	)

The ~~carrying amount of~~Company has no long-term debt ~~(including current portion), which represented fair value, was zero, $1.1 million and zero~~ as of ~~May 31,~~November 30, 2014 and 2013 and August 31, 2013, respectively. Fair value of long-term debt (including current portion) is estimated (using level 2 inputs) by discounting the future estimated cash flows of each instrument at current market interest rates for similar debt instruments of comparable maturities and credit quality.

2014. The Company ~~also~~ measures the fair value of certain assets on a non-recurring basis, generally quarterly, annually, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include fixed assets, goodwill, and other intangible assets. There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014 and 2013.

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 has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any potential loss in excess of the amounts accrued would not have a material effect on the business or its condensed consolidated financial statements. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.

In 1992, the Company entered into a consent decree with the U.S. Environmental Protection Agency (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic compounds in the soil and groundwater. To date, the remediation process has consisted primarily of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration.

In fiscal 2012, the Company undertook an investigation to assess further potential site remediation and containment actions. In connection with the receipt of preliminary results of this investigation and other evaluations, the Company estimated that it would incur $7.2 million in remediation of source area contamination and operating costs and accrued that undiscounted amount. The EPA has not approved the Company’s remediation plan.

In addition to the source area noted above, the Company has determined that volatile organic compounds also exist under one of the manufacturing buildings on the site. Due to the location, the Company has not yet determined the extent of these compounds or ~~whether~~the extent to which they are contributing ~~if at all,~~ to groundwater contamination. Based on the current stage of discussions with the EPA and the uncertainty of the remediation actions that may be required with respect to this affected area, if any, the Company believes that meaningful estimates of costs or range of costs cannot currently be made and accordingly have not been accrued.

In fiscal 2013, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. ~~This review~~During a meeting with the EPA in December 2014, the EPA requested that the Company prepare a feasibility study related to the site, which resulted in ~~no findings that affected~~a revision to the Company’s ~~environmental liability accrual.~~remediation timeline. During the first quarter of fiscal 2015, the Company accrued $1.5 million of incremental operating costs to reflect its updated timeline of when an approved remediation plan could begin. The ~~EPA has agreed with the Company’s plan~~Company now intends to complete its current investigation of the soil and groundwater on the site ~~including~~during the ~~area under~~first half of calendar 2015. In connection with the ~~building, during fiscal 2014~~development of the feasibility study, the Company will assess revisions to its remediation plan and ~~early 2015. The Company~~ expects ~~that once this additional testing is complete, it will come~~ to ~~an agreement~~meet with the EPA onin the second half of fiscal 2015 to determine how to proceed. ~~During the first nine months of fiscal 2014, the Company did not accrue any additional incremental costs related to environmental remediation liabilities.~~

The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. Although the Company has accrued all reasonably estimable costs associated with the site, it anticipates there could be revisions to the current remediation plan as well as additional testing and environmental monitoring as part of the Company’s ongoing discussions with the EPA regarding the development and implementation of the remedial action plans. Any revisions could be material to the operating results of any fiscal quarter or fiscal year. The Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.

The following table summarizes the undiscounted environmental remediation liability classifications included in the balance sheet as of ~~May 31,~~November 30, 2014 and 2013 and August 31, ~~2013:~~2014:


Environmental Remediation Liabilities	Environmental Remediation Liabilities							Environmental Remediation Liabilities
($ in thousands)		May 31,		May 31,		August 31,			November 30,		November 30,		August 31,
Balance Sheet Classification		2014		2013		2013			2014		2013		2014
Other current liabilities		$	1,444	$	2,050	$	1,740		$	1,403	$	1,516	$	1,370
Other noncurrent liabilities			5,025		5,200		5,200			6,475		5,200		5,025

Total environmental remediation liabilities		$	6,469	$	7,250	$	6,940		$	7,878	$	6,716	$	6,395


	Three months ended
	May 31,			May 31,			Three months ended
($ in thousands)	2014			2013			November 30, 2014			November 30, 2013
Product warranty accrual balance, beginning of period	$	8,417		$	5,572		$	9,331		$	6,695
Liabilities accrued for warranties during the period		946			2,240			983			3,042
Warranty claims paid during the period		(143	)		(1,330	)		(1,140	)		(1,115	)

Product warranty accrual balance, end of period	$	9,220		$	6,482		$	9,174		$	8,622


	Nine months ended
	May 31,			May 31,
($ in thousands)	2014			2013
Product warranty accrual balance, beginning of period	$	6,695		$	4,848
Liabilities accrued for warranties during the period		4,690		$	4,766
Warranty claims paid during the period		(2,165	)	$	(3,132	)

Product warranty accrual balance, end of period	$	9,220		$	6,482

The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares and performance stock units (“PSUs”) to employees and non-employee directors of the Company. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense was ~~$1.0~~$1.1 million and ~~$1.1~~$1.2 million for the three months ended ~~May 31,~~November 30, 2014 and 2013, respectively. ~~Share-based~~

The following table illustrates the type and fair value of the share-based compensation ~~expense was $3.2 million~~awards granted during the three month periods ended November 30, 2014 and ~~$3.5 million for~~2013, respectively:

The RSUs granted during the ~~nine~~three months ended ~~May 31,~~November 30, 2014 and 2013 consisted of 2,808 and 2,977, respectively, of awards that will be settled in cash. The weighted average stock price on the date of grant was $83.53 and $76.39 for 2014 and 2013, respectively.

The following table provides the assumptions used in determining the fair value of the stock options awarded during the three month periods ended November 30, 2014 and 2013, respectively:

~~Irrigation—~~~~This reporting segment includes the manufacture~~The Company manages its business activities in two reportable segments: Irrigation and marketing of center pivot, lateral move, and hose reel irrigation systems as well as various water pumping stations, controls, and filtration solutions. The irrigation reporting segment consists of thirteen operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.

~~Infrastructure—~~~~This reporting segment includes the manufacture and marketing of Road Zipper Systems~~^TM, moveable barriers, specialty barriers and crash cushions; providing outsource manufacturing services and the manufacturing and selling of large diameter steel tubing and railroad signals and structures. The infrastructure reporting segment consists of two operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.

Infrastructure. The Company evaluates the performance of its reportable segments based on segment sales, gross profit, and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses, and income taxes. Operating income for segment purposes does include general and administrative expenses, selling expenses, engineering and research expenses ~~environmental remediation expenses~~ and other overhead charges directly attributable to the segment.

There are no inter-segment sales. The Company had no single major customer who represented 10 percent or more of its total revenues during the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014 and 2013.

Irrigation -This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems as well as various water pumping stations, controls, and filtration solutions. The irrigation reporting segment consists of four operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.

Infrastructure -This reporting segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash cushions and end terminals, and road marking and road safety equipment; the manufacture and sale of large diameter steel tubing and railroad signals and structures; and the provision of outsourced manufacturing and production services. The infrastructure reporting segment consists of one operating segment.

Summarized financial information concerning the Company’s reportable segments is shown in the following tables:


	Three months ended						Nine months ended
	May 31,			May 31,			May 31,			May 31,			Three months ended
($ in thousands)	2014			2013			2014			2013			November 30, 2014			November 30, 2013
Operating revenues:
Irrigation	$	149,010		$	200,950		$	414,077		$	497,844		$	114,716		$	129,183
Infrastructure		20,926			18,592			56,334			44,607			20,129			18,488

Total operating revenues	$	169,936		$	219,542		$	470,411		$	542,451		$	134,845		$	147,671

Operating income (loss):
Irrigation	$	28,040		$	44,052		$	72,899		$	106,787
Infrastructure		895			197			1,409			(3,187	)
Irrigation⁽¹⁾													$	14,669		$	20,311
Infrastructure⁽¹⁾														2,244			508

Segment operating income		28,935			44,249			74,308			103,600
Segment operating income⁽¹⁾														16,913			20,819
Unallocated general and administrative expenses		(3,713	)		(4,699	)		(12,181	)		(12,340	)		(5,011	)		(4,827	)
Interest and other income (expense), net		278			200			(21	)		361			(241	)		(175	)

Earnings before income taxes	$	25,500		$	39,750		$	62,106		$	91,621		$	11,661		$	15,817

Capital Expenditures:
Irrigation	$	2,390		$	2,733		$	7,327		$	7,784		$	3,084		$	2,228
Infrastructure		93			74			509			365			565			159

	$	2,483		$	2,807		$	7,836		$	8,149		$	3,649		$	2,387

Depreciation and Amortization:
Irrigation	$	2,424		$	1,725		$	7,123		$	5,121		$	2,486		$	2,358
Infrastructure		1,323			1,415			4,008			4,259			1,262			1,349

	$	3,747		$	3,140		$	11,131		$	9,380		$	3,748		$	3,707


	May 31,		May 31,		August 31,
($ in thousands)	2014		2013		2013		November 30, 2014		November 30, 2013		August 31, 2014
Other current liabilities:
Compensation and benefits	$	15,558	$	15,830	$	18,471	$	10,769	$	11,962	$	16,622
Deferred revenues								9,452		5,677		8,979
Warranties		9,220		6,482		6,695		9,174		8,622		9,331
Income tax liabilities		7,965		7,785		3,550		6,090		6,367		8,922
Deferred revenues		7,964		8,897		4,790
Dealer liabilities		6,841		6,001		7,134
Dealer related liabilities								5,946		6,588		7,103
Customer deposits		5,450		5,954		4,580		4,072		3,392		7,366
Other		12,175		14,310		14,596		15,469		14,524		15,620

Total other current liabilities	$	65,173	$	65,259	$	59,816	$	60,972	$	57,132	$	73,943

On January 3, 2014, the Company announced that its Board of Directors ~~replaced its existing share repurchase authorization with an increased authorization~~authorized the Company to repurchase up to $150.0 million of common stock ~~with an authorization effective~~ through January 2, 2016. On July 25, 2014, the Company adopted a written trading plan in connection with its share repurchase program for repurchasing its common stock in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. During the three months ended ~~May 31,~~November 30, 2014, the Company repurchased ~~129,104~~381,619 shares of common stock for an aggregate purchase price of ~~$11.2 million. During the nine months ended May 31, 2014, the Company repurchased 207,624 shares of common stock for an aggregate purchase price of $17.8~~$30.0 million. During the three ~~and nine~~ months ended ~~May 31,~~November 30, 2013, the Company did not repurchase shares of common stock. The remaining amount available under the repurchase program was ~~$132.2~~$79.0 million as of ~~May 31,~~November 30, 2014.

~~In the second quarter of fiscal 2013,~~On November 4, 2014, the Company entered into a ~~$39 million contract with~~definitive merger agreement to acquire Elecsys Corporation (NASDAQ: ESYS) (“Elecsys”), a provider of machine-to-machine (M2M) technology solutions and custom electronic systems. Under the ~~government~~terms of ~~Iraq for~~ the ~~delivery and installation of irrigation equipment. As of May 31, 2014,~~merger agreement, the Company ~~had yet to complete obligations to install~~will acquire Elecsys for $17.50 per share in cash, for a ~~portion~~total purchase price of approximately $70.5 million, which includes the ~~equipment for which it would be entitled to receive approximately $2.6 million. In addition,~~cashing out of Elecsys’ equity compensation awards. The merger agreement has been unanimously approved by both the Company ~~had accounts receivable outstanding for approximately $2.5 million as~~and Elecsys boards of ~~May 31, 2014, none~~directors. The transaction is subject to customary closing conditions, including the receipt of ~~which is past due.~~

~~The June 2014 escalation of political instability within Iraq has resulted in increased difficulties for the Company to complete installation as required, and may make it impossible to do so.~~Elecsys shareholder approval. The Company ~~has suspended installation services indefinitely until~~incurred transactions costs of $0.6 million during the political environment improves in Iraq. If the Company is unable to complete its work under this agreement, it does not expect to be able to realize the remaining $2.6 million due under the agreement. In addition, the Company has a $1.9 million performance bond securing its obligations under the contract. In addition, the $2.5 million of accounts receivable outstanding at May 31, 2014 could become uncollectable as the situation in Iraq develops.

As of May 31, 2014, the Company’s total exposure outstanding is $4.4 million related to outstanding accounts receivable balances and performance bonds. No amounts have been accrued or reserved for possible losses in the condensed consolidated financial statements as of May 31,three months ended November 30, 2014. ~~The Company continues to evaluate its exposure to claims for uncompleted services and the collectability of outstanding accounts receivable balances.~~

ITEM 2 –- Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q 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.~~1934, as amended. Statements that are not historical are forward-looking and reflect ~~expectations for~~information concerning possible or assumed future ~~Company conditions or performance.~~results of operations and planned financing of the Company. 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,” “will,” “plan,” “project,” ~~and~~“outlook,” “could,” “may,” “should,” or similar expressions generally identify forward-looking statements. The entire section entitled “Executive Overview and 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 in the Company’s Annual Report on Form 10-K for the year ended August 31, ~~2013.~~2014. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2013,~~2014, as well as other risks and uncertainties not now anticipated. The risks and uncertainties described herein and in the Company’s other public filings 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.

In preparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company’s historical experience.

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2013.~~2014. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no changes in the Company’s critical accounting policies during the three ~~and nine~~ months ended ~~May 31,~~November 30, 2014.

See Note 2 – New Accounting Pronouncements to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net earnings for ~~the~~ three months ended ~~May 31,~~November 30, 2014 were ~~$16.5~~$7.6 million or ~~$1.28~~$0.62 per diluted share compared with ~~$26.1~~$10.2 million or ~~$2.01~~$0.79 per diluted share in the same period of the prior year. Operating margin for the three months ended November 30, 2014 declined to 8.8 percent as compared to 10.8 percent for the three months ended November 30, 2013. The decrease in earnings and operating margins was primarily attributable to lower revenues, which declined 239 percent to ~~$169.9~~$134.8 million from ~~$219.5 million.~~$147.7 million, and higher operating expenses due to a $1.5 million increase in estimated environmental expenses and $0.6 million of acquisition related costs associated with the proposed acquisition of Elecsys Corporation (“Elecsys”). The environmental and acquisition expenses reduced earnings by $0.11 per diluted share on an after tax basis. The primary driver of lower revenue was the irrigation segment, ~~where~~in which sales decreased 2611 percent to ~~$149.0 million.~~$114.7 million, as the U.S. irrigation market contraction continued in the quarter as lower commodity prices, uncertainty surrounding renewal of tax incentives, and lower farm incomes affected farmers’ sentiment regarding equipment purchases. Infrastructure revenues increased 139 percent to ~~$20.9~~$20.1 million due to sales increases in the road safety product line, partially offsetting ~~these declines. Gross margins declined by 0.3 percentage points and operating expenses were lower by $0.5 million. Operating margin for~~ the ~~three months ended May 31, 2014 declined to 14.8 percent as compared to 18.0 percent for the three months ended May 31, 2013 primarily as a result of deleverage on lower sales.~~decline in irrigation revenue.

The Company’s irrigation revenues are highly dependent upon the need for irrigated agricultural crop production, which, in turn, depends upon many factors, including the following primary drivers:

~~At this point, the~~ U.S. irrigation ~~market has slowed significantly in recent quarters~~markets as compared to the same time last year. U.S. irrigation revenues have contracted due to the significant reduction in commodity prices, the reduction in the Central Plains drought conditions, and the reduction in accelerated tax depreciation benefits, partially offset by demand caused by Spring storm damage. International markets remain active, but with some projects delayed due to lower commodity prices ~~or by regional conflict.~~and farm incomes pressure demand and the pricing environment. While corn prices have seen some rebound over the last few months, they remain well below the peak attained in 2012. The ~~current political environment regarding Russia,~~commodity price compression is expected to continue to reduce farm incomes in the ~~Ukraine~~coming year. The lower commodity prices and ~~Iraq may have a negative effect~~consequentially, lower farm income are expected to reduce U.S. irrigation equipment demand in fiscal 2015. However, it remains difficult to predict until the Company enters its primary selling season and receives more tangible feedback on farmer sentiment and visibility on market demand.

The Company remains confident in the long-term drivers for efficient agricultural irrigation and water use efficiency, globally. Interest in mechanized irrigation remains positive in most all of the international irrigation ~~equipment growth. As a result of the above factors and that prior year fourth quarter revenues included $17.4 million associated~~markets with many large agricultural projects proceeding as planned. The Company is expanding global capacity with the ~~Iraq contract,~~opening of a factory in Turkey during the second fiscal quarter. While the additional capacity from the plant in Turkey may create some short-term fixed expense absorption pressure, the Company ~~anticipates lower irrigation segment revenues for~~is confident in the ~~fourth quarter~~incremental profit potential of ~~fiscal 2014.~~global expansion plans. Internationally, significant challenges remain in selling into Russia and Ukraine; however, the Company continues to believe in the long-term growth opportunities the region offers and will remain active in the market.

The infrastructure business has ~~improved~~continued to improve its profit profile and generated growth in an environment of constrained government spending. ~~While the status of~~In August 2014, the U.S. government enacted a $10.8 billion temporary highway-funding bill to fund highway ~~bill, which~~and bridge projects, the latest in a series of short term funding bills over the last several years. Until and unless a long-term U.S. Highway Bill is ~~scheduled to expire in the fall~~passed, uncertainties and limitations on infrastructure growth will continue. In spite of ~~2014, creates~~government spending uncertainty, ~~for the near term,~~ opportunities exist for market share gains in each of the infrastructure product lines. Demand for the Company’s transportation safety products continues to be driven by population growth and the need for improved road safety. The Company’s outlook for infrastructure continues to be positive, although somewhat mitigated by the lack of a long-term U.S. highway bill, and the possibility that a global economic slowdown could impact international projects.

As of ~~May 31,~~November 30, 2014, the Company had an order backlog of ~~$73.6~~$68.3 million compared with ~~$80.0~~$86.6 million at ~~May 31,~~November 30, 2013 and ~~$66.5~~$79.6 million at August 31, ~~2013. Order backlog at May 31, 2014 declined from the same time in 2013 primarily due to a decline in orders from international markets as the~~2014. The current and prior year ~~irrigation backlog included a $23.0 million equipment and installation contract in Iraq, of which only $2.6 million remained in backlog at May 31, 2014. U.S. irrigation market and~~ infrastructure ~~segment backlog increased over the same time last year. The current year infrastructure~~order backlog includes a ~~$12.8~~$12.7 million Road Zipper System^TM order ~~for~~from the Golden Gate Bridge Highway & Transportation District that is expected to be recognized inas revenue ~~during~~in fiscal 2015. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents ~~long term~~long-term projects as well as short lead-time orders and therefore, is generally not a good indication of the next fiscal quarter’s revenues.

The June 2014 escalation of political hostility has made it more difficult to complete the Company’s contract in Iraq. At May 31, 2014, the Company had a total exposure of $4.4 million on this contract, including $2.5 million of accounts receivable, which is not currently due, and a $1.9 million performance bond securing completion of the contract. The Company has not provided a reserve for these amounts, but will continue to assess the situation as developments in the country evolve. The Company has suspended installation services indefinitely until the political environment improves in Iraq. If the Company is unable to complete its work under this agreement, it does not expect to be able to realize the remaining $2.6 million due under the contract.

The global drivers for the Company’s markets of population growth, expanded food production and efficient water use and infrastructure expansion support the Company’s long-term growth goals. The most significant opportunities for growth over the next several years are in international markets, where irrigation use is significantly less developed and demand is driven primarily by food security, water scarcity and population growth.

For the Three Months ended ~~May 31,~~November 30, 2014 compared to the Three Months ended ~~May 31,~~November 30, 2013

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of operations for the three months ended ~~May 31,~~November 30, 2014 and 2013. It should be read together with the industry segment information in Note 12 to the condensed consolidated financial statements:


	Three months ended						Percent
	May 31,			May 31,			Increase			Three months ended						Percent Increase (Decrease)
($ in thousands)	2014			2013			(Decrease)			November 30, 2014			November 30, 2013			Percent Increase (Decrease)
Consolidated
Operating revenues	$	169,936		$	219,542			(23	%)	$	134,845		$	147,671			(9	%)
Gross profit	$	48,249		$	63,036			(23	%)	$	36,914		$	40,151			(8	%)
Gross margin		28.4	%		28.7	%					27.4	%		27.2	%

Operating expenses⁽¹⁾	$	23,027		$	23,486			(2	%)	$	25,012		$	24,159			4	%
Operating income	$	25,222		$	39,550			(36	%)	$	11,902		$	15,992			(26	%)
Operating margin		14.8	%		18.0	%					8.8	%		10.8	%

Other income, net	$	278		$	200			39	%	$	(241	)	$	(175	)		(38	%)
Income tax expense	$	9,001		$	13,687			(34	%)	$	4,093		$	5,583			(27	%)
Effective income tax rate		35.3	%		34.4	%					35.1	%		35.3	%
Net earnings	$	16,499		$	26,063			(37	%)	$	7,568		$	10,234			(26	%)

Irrigation Equipment Segment
Segment operating revenues	$	149,010		$	200,950			(26	%)	$	114,716		$	129,183			(11	%)
Segment operating income⁽²⁾	$	28,040		$	44,052			(36	%)
Segment operating margin⁽²⁾		18.8	%		21.9	%
Segment operating income^{(2) (3)}										$	14,669		$	20,311			(28	%)
Segment operating margin^{(2) (3)}											12.8	%		15.7	%

Infrastructure Products Segment
Segment operating revenues	$	20,926		$	18,592			13	%	$	20,129		$	18,488			9	%
Segment operating income⁽²⁾	$	895		$	197			354	%
Segment operating margin⁽²⁾		4.3	%		1.1	%
Segment operating income^{(2) (3)}										$	2,244		$	508			342	%
Segment operating margin^{(2) (3)}											11.1	%		2.7	%

Operating revenues for the three months ended ~~May 31,~~November 30, 2014 declined 239 percent to ~~$169.9~~$134.8 million from ~~$219.5~~$147.7 million for the three months ended ~~May 31,~~November 30, 2013 as irrigation revenues decreased ~~$51.9~~$14.5 million partially offset by the ~~$2.3~~$1.6 million increase of infrastructure revenues. The irrigation segment provided 8885 percent of the Company’s revenue for the three months ended ~~May 31,~~November 30, 2014 as compared to 9287 percent of the same prior year period.

U.S. irrigation revenues for the three months ended ~~May 31,~~November 30, 2014 of ~~$88.1~~$62.7 million decreased 26$16.6 million or 21 percent ~~compared to~~from $79.3 million for the three months ended ~~May 31,~~November 30, 2013. The decrease in U.S. irrigation revenues is primarily due to a 27 percent volume decline in the number of irrigation systems sold as compared to the prior ~~year.~~year partially offset by modest sales increases in pumping stations and filtration solutions. Lower commodity prices, uncertainty surrounding renewal of tax incentives, and lower farm incomes affected farmers’ sentiment regarding equipment purchases and contributed to lower demand for U.S. irrigation equipment. ~~The revenues generated from the LAKOS~~^® ~~separators and filtration solution business that was acquired in August 2013 partially offset the decrease in sales of irrigation systems.~~

International irrigation revenues for the three months ended ~~May 31,~~November 30, 2014 of ~~$60.9~~$52.0 million ~~decreased 26~~increased $2.1 million or 4 percent from $82.6 million in the three months ended May 31, 2013. The decrease in international irrigation revenues is primarily due to volume decline in the number of irrigation systems sold as compared to the prior year. Operating revenues decreased most significantly in the Middle East due to the near completion of the Iraq contract. Revenues from the Iraq contract for the three months ended May 31, 2014 were $0.4 million compared to $16.0$49.9 million for the three months ended ~~May 31,~~November 30, 2013. ~~In other international markets, revenue declined~~Revenue increased most notably in ~~Brazil, Canada, China,~~the Middle East, South Africa, and ~~Russia/Ukraine partially~~Australia offset by ~~increases~~decreases in ~~Australia and water filtration system sales from the LAKOS~~^® ~~business.~~Latin America.

Infrastructure segment revenues ~~were $20.9~~for the three months ended November 30, 2014 of $20.1 million increased $1.6 million or 9 percent from $18.5 million for the three months ended ~~May 31, 2014 increasing 13 percent from $18.6 million for the three months ended May 31, 2013~~November 20, 2013. The increase is primarily due to sales increases in the road safety ~~products, railroad signals and structures, and Road Zipper System~~^TM ~~projects.~~product line.

Gross profit for the three months ended ~~May 31,~~November 30, 2014 of ~~$48.2~~$36.9 million decreased 238 percent from ~~$63.0~~$40.2 million for the three months ended ~~May 31,~~November 30, 2013. The decrease in gross profit was primarily due to the decline in sales ~~and a decrease~~offset by an increase in gross margin to ~~28.4~~27.4 percent for the three months ended ~~May 31,~~November 30, 2014 from ~~28.7~~27.2 percent for the three months ended ~~May 31,~~November 30, 2013. Gross ~~margins~~margin in irrigation ~~declined~~decreased by ~~less than one~~approximately 1 percentage point ~~due primarily to fixed cost deleverage on lower sales volume. Infrastructure~~and infrastructure gross margins ~~improved~~increased by approximately ~~three~~6 percentage points. Excluding the impact of a higher than normal warranty charge in the prior year, irrigation gross margins decreased by approximately 2.5 percentage points primarily as a result of pricing pressure and increases in input costs. The increase in infrastructure gross margin was primarily due to ~~a combination of~~sales mix ~~shift to higher margin products~~ and ~~fixed cost~~increased leverage on higher ~~sales volume.~~sales.

The Company’s operating expenses of ~~$23.0~~$25.0 million for the three months ended ~~May 31~~November 30, 2014 ~~decreased~~increased by ~~$0.5~~$0.8 million over operating expenses ~~incurred~~of $24.2 million during the three months ended ~~May 31,~~November 30, 2013. ~~Excluding the acquired Lakos business,~~Operating expenses that support regular operating ~~expenses~~activities decreased ~~$2.7~~by approximately $1.3 million ~~primarily~~ due to reductions ~~of $1.8 million~~ in personnel ~~related~~ expenses of $0.5 million including incentive compensation, outside services of $0.4 million, and ~~decrease~~fees associated with the Iraq contract of ~~$0.7~~$0.3 million. These reductions were offset by a $1.5 million increase in ~~bad debt~~estimated environmental expenses ~~caused~~and $0.6 million of acquisition related costs associated with the proposed Elecsys Corporation acquisition. The environmental and acquisition expenses reduced earnings by $0.11 per diluted share on an ~~additional accounts receivable reserve in the prior year.~~after tax basis. Operating expenses were ~~13.6~~18.5 percent of sales for the three months ended ~~May 31,~~November 30, 2014 compared to ~~10.7~~16.4 percent of sales for the three months ended ~~May 31,~~November 30, 2013.

The Company recorded income tax expense of ~~$9.0~~$4.1 million and ~~$13.7~~$5.6 million for the three months ended ~~May 31,~~November 30, 2014 and 2013, respectively. The estimated annual effective income tax rate was ~~35.3~~35.1 percent and ~~34.4~~35.3 percent for the three months ended ~~May 31,~~November 30, 2014 and 2013, respectively. ~~The increase in the estimated annual effective income tax rate primarily relates to an incremental increase in taxes due to the earnings mix among jurisdictions.~~

~~For the Nine Months ended May 31, 2014 compared to the Nine Months ended May 31, 2013~~

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of operations for the nine months ended May 31 2014 and 2013. It should be read together with the industry segment information in Note 12 to the condensed consolidated financial statements:

Operating revenues for the nine months ended May 31, 2014 decreased 13 percent to $470.4 million from $542.5 million for the nine months ended May 31, 2013. The decrease is attributable to a $83.8 million decrease in irrigation revenues offset in part by an $11.7 million increase in infrastructure revenues. The irrigation segment provided 88 percent of Company revenue for the nine months ended May 31, 2014 as compared to 92 percent of the same prior year period.

U.S. irrigation revenues for the nine months ended May 31, 2014 of $260.8 million decreased 21 percent compared to the nine months ended May 31, 2013. The decrease in U.S. irrigation revenues is primarily due to volume decline in the number of irrigation systems sold as compared to the prior year. Lower agricultural commodity prices contributed to lower demand for U.S. irrigation equipment. The revenues generated from the LAKOS^® ~~separators and filtration solution business that was acquired in August 2013 partially offset the decrease in sales of irrigation systems.~~

International irrigation revenues for the nine months ended May 31, 2014 of $153.3 million decreased 8 percent from $166.0 million in the nine months ended May 31, 2013. The decrease in international irrigation revenues is primarily due to volume decline in the number of irrigation systems sold as compared to the prior year. Operating revenues decreased most significantly in the Middle East due to the near completion of the Iraq contract. Revenues from the Iraq contract for the nine months ended May 31, 2014 were $2.4 million compared to $16.0 million for the nine months ended May 31, 2013. In other international markets, revenue declined in China, Russia/Ukraine and Canada partially offset by increases in Australia and water filtration system sales from the LAKOS^® ~~business.~~

Infrastructure segment revenues were $56.3 million for the nine months ended May 31, 2014 increasing 26 percent from $44.6 million for the nine months ended May 31, 2013 primarily due to sales increases in nearly all product lines.

Gross profit for the nine months ended May 31, 2014 of $131.1 million decreased 16 percent from $156.3 million for the nine months ended May 31, 2013. The decrease in gross profit was primarily due to the decline in sales and a decrease in gross margin to 27.9 percent for the nine months ended May 31, 2014 compared from 28.8 percent for the nine months ended May 31, 2013. Gross margins in irrigation declined by approximately one percentage point primarily due to product warranty matters and fixed cost deleverage on lower volume. Infrastructure gross margins improved by approximately three percentage points primarily due to a combination of mix shift to higher margin products and fixed cost leverage on higher sales volume.

The Company’s operating expenses of $68.9 million for the nine months ended May 31, 2014 increased by $3.9 million over operating expenses incurred during the nine months ended May 31, 2013. Excluding the acquired Lakos business, operating expenses decreased $2.6 million primarily due to a reduction of $1.2 million in personnel related expenses, $0.9 million decrease in research and development expenses and $0.6 million in lower advertising expenses. Operating expenses were 14.7 percent of sales for the nine months ended May 31, 2014 compared to 12.0 percent of sales for the nine months ended May 31, 2013.

The Company recorded income tax expense of $21.9 million and $31.5 million for the nine months ended May 31, 2014 and 2013, respectively. The estimated annual effective income tax rate was 35.3 percent and 34.4 percent for the nine months ended May 31, 2014 and 2013, respectively. The increase in the estimated annual effective income tax rate from May 2013 to May 2014 primarily relates to an incremental increase in taxes due to the earnings mix among jurisdictions.

The Company’s cash and cash equivalents totaled ~~$182.1~~$139.3 million at ~~May 31,~~November 30, 2014 compared with ~~$170.2~~$151.8 million at ~~May 31,~~November 30, 2013 and ~~$151.9~~$171.8 million at August 31, ~~2013.~~2014. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its revolving credit arrangement described below. The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its continuing bank ~~line~~lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures ~~dividends,~~ and ~~other cash requirements, excluding~~dividends. The Company’s Capital Allocation Plan outlined below could require the Company to incur debt depending on the size and timing of the share repurchases and potential acquisitions. The Company expects to raise $100 million through a placement of long-term debt over the next several months.

The Company’s total cash and cash equivalents held by foreign subsidiaries was approximately ~~$34.9~~$27.8 million, $27.0 million and ~~$18.0~~$33.1 million as of ~~May 31,~~November 30, 2014 and 2013 and August 31, 2014, respectively. The Company does not intend to repatriate the funds, and does not expect these funds to have a significant impact on the Company’s overall liquidity. The Company considers its earnings in foreign subsidiaries to be permanently reinvested and would need to accrue and pay taxes if these funds were repatriated.

Net working capital was ~~$286.8~~$231.8 million at ~~May 31,~~November 30, 2014, as compared with ~~$280.5~~$275.9 million at ~~May 31,~~November 30, 2013. ~~Cash flows provided by operations totaled $65.9 million during the nine months ended May 31, 2014 compared to $40.9 million provided by operations during the same prior year period.~~ Cash provided by operations ~~increased~~decreased by ~~$25.0~~$0.2 million compared to the prior year period primarily ~~as a result of positive cash flow~~due to decreased net earnings offset by changes in ~~receivables ($66.4 million)~~assets and ~~inventories ($10.2 million) partially offset by decreased earnings ($20.0 million) and negative cash flow changes in payables ($20.7 million).~~liabilities.

Cash flows used in investing activities totaled ~~$9.6~~$2.1 million during the ~~nine~~three months ended ~~May 31,~~November 30, 2014 compared to ~~$8.6~~$3.3 million used in investing activities during the same prior year period. The ~~increase~~decrease primarily resulted from ~~settlements of~~the net proceeds provided by net investment ~~hedges offset by a reduction in capital purchases.~~hedges. Capital spending of ~~$7.8~~$3.6 million in fiscal ~~2014 decreased~~2015 increased compared to the prior year capital spending of ~~$8.1~~$2.4 million.

Cash flows used in financing activities totaled ~~$26.9~~$34.5 million during the ~~nine~~three months ended ~~May 31,~~November 30, 2014 compared to cash flows used in financing activities of ~~$5.6~~$3.2 million during the same prior year period. The increase in cash used in financing activities was primarily related to share repurchases of ~~$17.8~~$30.0 million and dividend increases of ~~$3.9~~$1.6 million.

The Company’s capital allocation plan ~~articulates the Company’s plans~~is to continue ~~to invest~~investing in ~~attaining~~ revenue and earnings growth, combined with a defined process for enhancing returns to ~~shareholders.~~stockholders. Under the Company’s announced capital allocation plan in January 2014, the priorities for uses of cash include:

Capital expenditures for fiscal ~~2014~~2015 are estimated to be approximately ~~$10.0~~$20.0 million to ~~$15.0~~$25.0 million largely focused on manufacturing capacity expansion and productivity improvements. The Company’s capital expenditure plan includes investments in a manufacturing operation in Turkey, which is planned to be operational early in ~~fiscal~~calendar 2015 and should accommodate long-term growth plans for several international markets. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

In the ~~third~~first quarter of fiscal ~~2014,~~2015, the Company paid a quarterly cash dividend of ~~$0.260~~$0.27 per common share or $3.3 million to ~~shareholders~~stockholders as compared to ~~$0.115~~$0.13 per common share or ~~$1.5~~$1.7 million in the ~~third~~first quarter of fiscal ~~2013.~~2014.

On November 4, 2014, the Company entered into a definitive merger agreement to acquire Elecsys Corporation (NASDAQ: ESYS) (“Elecsys”), a provider of machine-to-machine (M2M) technology solutions and custom electronic systems. Elecsys products and services include remote monitoring and wireless communication technologies to connect industrial equipment in harsh and remote environments, integrating field data with enterprise applications and the emerging industrial Internet of Things. Under the terms of the merger agreement, the Company will acquire Elecsys for $17.50 per share in cash, for a total purchase price of approximately $70.5 million. The parties are targeting a January 2015 closing, subject to customary closing conditions, including the receipt of Elecsys shareholder approval. While the Company has sufficient cash on hand to consummate this acquisition, the Company expects to take advantage of attractive debt market interest rates in support of this acquisition as it continues to execute on its capital allocation plan.

On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of common stock through January 2, 2016. On July 25, 2014, the Company adopted a written trading plan in connection with its share repurchase program for repurchasing its common stock in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. During the three months ended ~~May 31,~~November 30, 2014, the Company repurchased ~~129,104~~381,619 shares of common stock for an aggregate purchase price of ~~$11.1 million. During the nine months ended May 31, 2014, the Company repurchased 207,624 shares of common stock for an aggregate purchase price of $17.8~~$30.0 million. During the three ~~and nine~~ months ended ~~May 31,~~November 30, 2013, the Company did not repurchase any shares of common stock. The remaining amount available under the Company’s repurchase program was ~~$132.2~~$79.0 million as of ~~May 31,~~November 30, 2014.

The Company’s wholly-owned subsidiary, Lindsay International Holdings B.V., has an unsecured $5.0 million Credit Facility Agreement with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”), which was entered into on August 22, 2014 (the “Credit Facility Agreement”). The borrowings from the Credit Facility Agreement may be used primarily for working capital purposes and funding acquisitions. There were no borrowings outstanding under the Credit Facility Agreement at November 30, 2014. Borrowings under the Credit Facility Agreement bear interest at a rate equal to LIBOR plus 115 basis points (1.30 percent at November 30, 2014). The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Credit Facility Agreement. Unpaid principal and interest is due by August 21, 2015.

The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A., which was amended on January 22, 2014 to revise letter of credit expiry dates and cash collateralization procedures ~~(“the~~(the “Revolving Credit Agreement”). The borrowings ~~from~~under the Revolving Credit Agreement may ~~primarily~~ be used primarily for working capital purposes and funding acquisitions. At ~~May 31,~~November 30, 2014 and ~~2013 and August 31,~~ 2013, the Company had no outstanding borrowings onunder the Revolving Credit Agreement. The amount of borrowings available at any time under the Revolving Credit Agreement is reduced by the amount of standby letters of credit then outstanding. At ~~May 31,~~November 30, 2014, the Company had the ability to borrow ~~$24.5~~up to $24.6 million under this facility, after consideration of outstanding standby letters of credit of ~~$5.5~~$5.4 million. Borrowings under the Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 90 basis points (1.05 percent ~~as of May 31,~~at November 30, 2014), subject to adjustment as set forth in the Revolving Credit Agreement. Interest is paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Revolving Credit Agreement. ~~Any unpaid~~Unpaid principal and interest is due by February 13, 2016.

~~The~~Each of the Credit Facility Agreement and the Revolving Credit Agreement contains certain covenants relating primarily to the Company’s financial condition. ~~These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, a current ratio and a tangible net worth requirement at specified levels.~~ Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts ~~due~~outstanding thereunder may be declared to be immediately due and payable. At ~~May 31,~~November 30, 2014 and ~~2013 and August 31,~~ 2013, the Company was in compliance with all loan covenants.

The Company’s wholly-owned European subsidiary, Lindsay Europe SAS, had an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow for working capital purposes up to 2.3 million Euros. This line of credit expired on January 31, 2014. The Company intends to put a new credit arrangement in place by December 31, 2014.

There have been no material changes in the Company’s contractual obligations and commercial commitments as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2013.~~2014.

There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the Company’s most recent Annual Report filed on Form 10-K. See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2013.~~2014.

The Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of ~~May 31,~~November 30, 2014.

Additionally, the CEO and CFO determined that there has not been any change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

See the disclosure in Note 9 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

~~There~~Except for the addition of the risk factor listed below, there have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2013.~~2014.

Recent volatility in global markets with respect to currency exchange rates, commodity prices including market prices for grain and oil, and future potential changes in interest rates can adversely affect the Company’s sales, operating margins and the competitiveness of the Company’s products.

The Company conducts operations in a variety of locations around the world, which means that market fluctuations in currencies, commodities and interest rates can affect demand for the Company’s products and the cost of production. These factors all impact end customers’ purchase decisions and are therefore interconnected, making it difficult to predict how any single factor might impact customers’ decisions to purchase the Company’s products.

Foreign Currency Exchange Rates. For the fiscal year ended August 31, 2014, approximately 39 percent of the Company’s consolidated revenues were generated from international sales and United States export revenue to international regions. Most of the Company’s international sales involve some level of export from the U.S., either of components or completed products. The strengthening of the U.S. dollar and/or the weakening of local currencies can increase the cost of the Company’s products in those foreign markets. The impact of these changes can make these products less competitive relative to local producing competitors and, in extreme cases, can result in the Company’s products not being cost-effective for customers. As a result, the Company’s international sales and profit margins could decline.

Grain Pricing. Changes in grain prices can impact the return on investment of the Company’s products. Grain prices are influenced by both global and local markets. The primary benefit of many of the Company’s irrigation products is to increase grain yields and the resulting revenue for farmers. As grain prices decline, the breakeven point of incremental production can also decline, reducing or eliminating the profit and return on investment from the purchase of the Company’s products. As a result, changes in grain prices can significantly impact the Company’s sales levels in the U.S. and international markets.

Oil Pricing. The recent decline in oil prices could impact the Company’s irrigation markets, either by negatively affecting the bio-fuels market or by reducing government revenues of oil producing countries that purchase or subsidize the purchase of irrigation equipment. Bio-fuels production is a significant source of grain demand in the U.S. and certain international markets. While ethanol production levels are currently mandated within the U.S., continued losses for ethanol producing companies could reduce the demand for grains. In addition, a number of ethanol producers in the U.S. are cooperatives partially owned by farmers. Reduced profit of ethanol production could reduce income for farmers which could, in turn, reduce the demand for irrigation equipment. Finally, the reduction of government revenues from oil production in international markets, for example in the Middle East and Russia, could reduce funding available for agricultural equipment purchases. Lower oil prices could also adversely affect local currency strength. Each of these factors could reduce demand for the Company’s products.

Interest Rates. Interest rates globally are at historically low levels. It is expected that at some point global interest rates will increase, potentially very quickly in the U.S., as the economy improves. An increase in interest rates will make it more difficult for end customers to cost-effectively fund the purchase of new equipment, which could reduce the Company’s sales.

The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the three months ended ~~May 31,~~November 30, 2014:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 277^th day of ~~June 2014.~~January 2015.


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


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


	Page No.

Part I – FINANCIAL INFORMATION

*ITEM 1 –Financial Statements***

Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~May 31,~~ November 30, 2014 and 2013		3

Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~May 31,~~ November 30, 2014 and 2013		4

Condensed Consolidated Balance Sheets as of ~~May 31,~~November 30, 2014 and 2013 and August 31, ~~2013~~2014		5

Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~May 31,~~ November 30, 2014 and 2013		6

Notes to the Condensed Consolidated Financial Statements		7

*ITEM 2 –-Management’s Discussion and Analysis of Financial Condition and Results of Operations***		14

*ITEM 3 –-Quantitative and Qualitative Disclosures about Market Risk***		2119

ITEM 4 - *– Controls and Procedures*		2119

Part II – OTHER INFORMATION

*ITEM 1 –-Legal Proceedings***		20

*ITEM 1A -Risk Factors***		20

*ITEM 2 -Unregistered Sales of Equity Securities and Use of Proceeds***		21

*~~ITEM 1A –~~~~Risk Factors~~***		21

*~~ITEM 2 –~~~~Unregistered Sales of Equity Securities and Use of Proceeds~~***		21

ITEM 6 - –*Exhibits*		22

SIGNATURES		23


	Three months ended November 30,
	2014				2013
	# Granted		Weighted Average Grant-Date Fair Value Per Award		# Granted		Weighted Average Grant-Date Fair Value Per Award
Stock options		25,332	$	40.66		25,394	$	40.42
RSUs		27,621	$	80.33		29,619	$	74.84
PSUs		12,328	$	80.33		13,434	$	74.84


	Three months ended November 30,
Units and options in thousands	2014		2013
Restricted stock units		10		11
Stock options		58		33


	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended				Nine months ended
	May 31,		May 31,		May 31,			May 31,
($ in thousands)	2014		2013		2014			2013
Foreign currency forward contracts, net of tax expense (benefit) of $128, $90, ($471) and ($126)	$	150	$	564	$	(790	)	$	66


	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended
($ in thousands)	November 30, 2014		November 30, 2013
Foreign currency forward contracts, net of tax expense (benefit) of $733 and ($403)	$	1,145	$	(695	)


	Grant Year
	2014			2013
Weighted-average dividend yield		1.3	%		0.7	%
Weighted-average volatility		53.6	%		55.2	%
Range of risk-free interest rates		2.0	%		1.9	%
Weighted-average expected lives		7 years			7 years


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs⁽¹⁾ ($ in thousands)
March 1, 2014 to March 31, 2014		—	$	—		—		$	143,395
April 1, 2014 to April 30, 2014		33,527	$	88.25		33,527	��	$	140,436
May 1, 2014 to May 31, 2014		95,577	$	85.68		95,577		$	132,247

Total		129,104	$	86.35		129,104		$	132,247


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated November 4, 2014, by and between Lindsay Corporation, Matterhorn Merger Sub, Inc. and Elecsys Corporation, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 4, 2014.

3.1		Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report onForm 8-K filed on December 14, 2006.

3.2		Amended and RestatedBy-Laws of the Company, effective May 2, 2014, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 5, 2014.

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

10.1*		Lindsay Corporation Management Incentive Plan (“MIP”), 2015 Plan Year. † **

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 theSarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

101*		Interactive Data Files.


LINDSAY CORPORATION

By:		/s/ JAMES C. RAABE
Name:		James C. Raabe
Title:		Vice President and Chief Financial Officer
		(on behalf of the registrant and as principal financial officer)

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