10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2012

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to

Commission File: 001-07982

RAVEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

South Dakota (State of incorporation) 46-0246171 (IRS Employer Identification No.)

205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107

(Address of principal executive offices)

(605) 336-2750

(Registrant’s telephone number including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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. þ Yes o 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o 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. (Check one):

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

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

As of May 29, 2012 there were 18,136,822 shares of common stock, $1 par value, of Raven Industries, Inc. outstanding. There were no other classes of stock outstanding.

RAVEN INDUSTRIES, INC.

INDEX

	PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets (unaudited)	3
Consolidated Statements of Income and Comprehensive Income (unaudited)	4
Consolidated Statements of Cash Flows (unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risks	17
Item 4. Internal Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	18
Item 1A. Risk Factors	18
Item 2. Changes in Securities	18
Item 3. Defaults upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits Filed	18
Signatures	19

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RAVEN INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS(unaudited)

(in thousands, except per-share data)	April 30, 2012			January 31, 2012			April 30, 2011
ASSETS
Current assets
Cash and cash equivalents	$	43,536		$	25,842		$	42,125
Short-term investments	—			—			500
Accounts receivable, net of allowances of $170, $170, and $200, respectively	58,641			60,759			50,542
Inventories	54,664			54,756			45,538
Deferred income taxes	3,182			3,299			2,878
Other current assets	4,886			2,903			3,113
Total current assets	164,909			147,559			144,696
Property, plant and equipment, net	64,888			61,894			42,409
Goodwill	22,274			22,274			10,777
Amortizable intangible assets, net	9,220			9,412			1,700
Other assets, net	4,434			4,564			4,653
TOTAL ASSETS	$	265,725		$	245,703		$	204,235
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	17,134		$	16,162		$	17,447
Accrued liabilities	20,665			20,397			11,782
Taxes - accrued and withheld	11,300			2,596			6,713
Customer advances	1,200			1,491			1,320
Total current liabilities	50,299			40,646			37,262
Other liabilities	18,931			24,467			12,637
Commitments and contingencies
Shareholders' Equity
Common stock, $1 par value, authorized shares 100,000; issued 32,576; 32,566; and 32,528, respectively	32,576			32,566			32,528
Paid in capital	10,240			9,607			7,540
Retained earnings	208,871			193,650			168,582
Accumulated other comprehensive loss	(1,901		)	(1,962		)	(952		)
Less treasury stock at cost, 14,449 shares	(53,362		)	(53,362		)	(53,362		)
Total Raven Industries, Inc. shareholders' equity	196,424			180,499			154,336
Noncontrolling interest	71			91			—
Total shareholders' equity	196,495			180,590			154,336
TOTAL LIABILITY AND SHAREHOLDERS' EQUITY	$	265,725		$	245,703		$	204,235

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

#3

RAVEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOMEAND COMPREHENSIVE INCOME

(unaudited)

	Three Months Ended
(in thousands, except per-share data)	April 30, 2012			April 30, 2011
Net sales	$	117,915		$	101,541
Cost of sales	76,780			68,605
Gross profit	41,135			32,936
Research and development expenses	3,400			2,243
Selling, general and administrative expenses	9,303			7,160
Operating income	28,432			23,533
Other income (expense), net	(52		)	(13		)
Income before income taxes	28,380			23,520
Income taxes	9,357			7,804
Net income	19,023			15,716
Net (loss) attributable to the noncontrolling interest	(20		)	—
Net income attributable to Raven Industries, Inc.	$	19,043		$	15,716
Net income per common share:
─ Basic	$	1.05		$	0.87
─ Diluted	$	1.04		$	0.86
Cash dividends paid per common share	$	0.21		$	0.18
Comprehensive income:
Net income	$	19,023		$	15,716
Other comprehensive income, net of tax:
Foreign currency translation	23			139
Postretirement benefits, net of income tax of $20 and $15, respectively	38			29
Other comprehensive income, net of tax	61			168
Comprehensive income	19,084			15,884
Comprehensive (loss) attributable to noncontrolling interest	(20		)	—
Comprehensive income attributable to Raven Industries, Inc.	$	19,104		$	15,884

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

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RAVEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended
(in thousands)	April 30, 2012			April 30, 2011
OPERATING ACTIVITIES:
Net income	$	19,023		$	15,716
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,892			1,985
Change in fair value of acquisition-related contingent consideration	(253		)	31
Earnings of equity investee	24			1
Deferred income taxes	(477		)	845
Share-based compensation expense	525			392
Change in operating assets and liabilities:
Accounts receivable	2,105			(10,468		)
Inventories	97			(1,833		)
Prepaid expense and other assets	(1,793		)	(1,117		)
Operating liabilities	6,077			5,463
Other operating activities, net	(8		)	(7		)
Net cash provided by operating activities	28,212			11,008
INVESTING ACTIVITIES:
Capital expenditures	(4,900		)	(3,585		)
Payments related to business acquisitions, net of cash acquired	(1,867		)	(8		)
Sales of short-term investments	—			500
Other investing activities, net	(58		)	(264		)
Net cash used in investing activities	(6,825		)	(3,357		)
FINANCING ACTIVITIES:
Dividends paid	(3,806		)	(3,254		)
Other financing activities, net	103			100
Net cash used in financing activities	(3,703		)	(3,154		)
Effect of exchange rate changes on cash	10			65
Net increase (decrease) in cash and cash equivalents	17,694			4,562
Cash and cash equivalents at beginning of year	25,842			37,563
Cash and cash equivalents at end of year	$	43,536		$	42,125

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

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RAVEN INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except per-share amounts)

(1) BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated financial information has been prepared by Raven Industries, Inc. (the “company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, it does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim three-month period ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending January 31, 2013. The January 31, 2012 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. This financial information should be read in conjunction with the consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended January 31, 2012.

Non-controlling interests represent capital contributions, income and loss attributable to the owners of less than wholly-owned and consolidated entities. The company owns a 75% interest in an entity consolidated under the Aerostar business segment. Given the company's majority ownership interest, the accounts of the business venture have been consolidated with the accounts of the company, and a noncontrolling interest has been recorded for the noncontrolling investor's interests in the net assets and operations of the business venture. The non-controlling interests share of the net loss was $20 for the three months ended April 30, 2012. The non-controlling interest made no capital contributions during the three months ended April 30, 2012.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the company's significant accounting policies as compared to the significant accounting policies described in the company's Annual Report on Form 10-K for the fiscal year ended January 31, 2012. Additionally, there were no new accounting standards issued or effective during the three months ended April 30, 2012 that had or are expected to have a material impact on the company's consolidated results of operations, financial condition, or cash flows.

(3) NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average common shares and stock units outstanding. Diluted net income per share is computed by dividing net income by the weighted-average common and common equivalent shares outstanding (which includes the shares issuable upon exercise of employee stock options, net of shares assumed purchased with the option proceeds), stock units and restricted stock units outstanding. Performance share awards are included in the diluted calculation based upon what would be issued if the end of the most recent reporting period was the end of the term of the award.

Certain outstanding options and units were excluded from the diluted net income per-share calculations because their effect would have been anti-dilutive under the treasury stock method. For the three-month periods ended April 30, 2012 and April 30, 2011, 169 and 136 shares and units were excluded, respectively.

Details of the computation are presented below:

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(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)                            

	Three Months Ended
	April 30, 2012		April 30, 2011
Numerator:
Net income attributable to Raven Industries, Inc.	$	19,043	$	15,716
Denominator:
Weighted average common shares outstanding	18,122		18,075
Weighted average stock units outstanding	25		27
Denominator for basic calculation	18,147		18,102
Weighted average common shares outstanding	18,122		18,075
Weighted average stock units outstanding	25		27
Dilutive impact of stock options and restricted units	114		110
Denominator for diluted calculation	18,261		18,212
Net income per share - basic	$	1.05	$	0.87
Net income per share - diluted	$	1.04	$	0.86

(4) SELECTED BALANCE SHEET INFORMATION

Following are the components of selected balance sheet items:

	April 30, 2012		January 31, 2012		April 30, 2011
Inventories:
Finished goods	$	7,688	$	7,094	$	7,916
In process	6,847		6,105		5,986
Materials	40,129		41,557		31,636
	$	54,664	$	54,756	$	45,538
Accrued liabilities:
Salaries and benefits	$	2,635	$	4,297	$	1,972
Vacation	4,584		4,387		3,504
401(k) contributions	555		966		228
Insurance obligations	2,887		2,789		3,134
Profit sharing	413		1,244		354
Warranties	1,792		1,699		1,631
Acquisition-related contingent consideration	6,658		3,266		266
Other	1,141		1,749		693
	$	20,665	$	20,397	$	11,782
Other liabilities:
Postretirement benefits	$	7,423	$	7,348	$	5,774
Acquisition-related contingent consideration	2,169		7,655		2,249
Deferred income taxes	3,944		4,518		102
Uncertain tax positions	5,395		4,946		4,512
	$	18,931	$	24,467	$	12,637

(5) ACQUISITIONS OF AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES

During the first quarter of fiscal 2013, the company paid $1,841 in cash to the previous Ranchview owner for an early buyout of the outstanding acquisition related contingent liability related to future Ranchview sales. This resulted in a gain of $508 during the first quarter of fiscal 2012 which is included in Applied Technology operating income.

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(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)                            

(6) EMPLOYEE RETIREMENT BENEFITS

The components of net periodic benefit cost for postretirement benefits are as follows:

	Three Months Ended
	April 30, 2012		April 30, 2011
Service cost	$	47	$	30
Interest cost	84		84
Amortization of actuarial losses	58		32
Net periodic benefit cost	$	189	$	146

(7) WARRANTIES

Accruals necessary for product warranties are estimated based on historical warranty costs and average time elapsed between purchases and returns for each division. Additional accruals are made for any significant, discrete warranty issues. Changes in the warranty accrual were as follows:

	Three Months Ended
	April 30, 2012			April 30, 2011
Beginning balance	$	1,699		$	1,437
Accrual for warranties	820			807
Settlements made (in cash or in kind)	(727		)	(613		)
Ending balance	$	1,792		$	1,631

(8) FINANCING ARRANGEMENTS

Raven has an uncollateralized credit agreement providing a line of credit of $10,500 with a maturity date of September 1, 2012, bearing interest at the prime rate with a minimum rate of 4.00%. Letters of credit totaling $1,342 have been issued under the line, primarily to support self-insured workers' compensation bonding requirements. No borrowings were outstanding as of April 30, 2012, January 31, 2012 and April 30, 2011, and $9,158 was available at April 30, 2012.

(9) DIVIDENDS AND STOCK SPLIT

Dividends paid during the three months ended April 30, 2012 was $3,806 or 21 cents per share. Dividends paid during the three months ended April 30, 2011 was $3,254 or 18 cents per share.

The company announced on May 23, 2012, that the board of directors approved a quarterly cash dividend of 21 cents per share, payable July 25, 2012 to shareholders of record on July 10, 2012.

On May 23, 2012, the Board of Directors declared a two-for-one split of the company's common stock to be effected in the form of a stock dividend. The record date for the stock dividend is July 10, 2012, with the shares distributed on July 25, 2012. Per share calculations and average shares outstanding for all reported periods will be retrospectively adjusted during the second quarter of fiscal 2013.

Pro forma basic and diluted earnings per share on a post stock split basis for the three months ended April 30, 2012 would both have been $0.52 per share. Pro forma basic and diluted earnings per share on a post stock split basis for the three months ended April 30, 2011 would both have been $0.43 per share.

(10) SHARE-BASED COMPENSATION

Stock Options

The company granted 76 non-qualified stock options during the three months ended April 30, 2012. Options are granted with

#8

(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)                            

exercise prices not less than market value at the date of grant. The stock options vest over a four-year period and expire after five- years. Options contain retirement and change in control provisions that may accelerate the vesting period. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The company uses historical data to estimate option exercise and employee termination within the valuation model. No stock options were granted during the three months ended April 30, 2011.

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:

	Three Months Ended
	April 30, 2012
Risk-free interest rate	0.86		%
Expected dividend yield	1.33		%
Expected volatility factor	49.65		%
Expected option term (in years)	3.75
Weighted average grant date fair value	$	21.91

Restricted Stock Units

During the three months ended April 30, 2012, the company granted 11 time vested and 25 performance based restricted stock units to employees under the 2010 Stock Incentive Plan. Time vested restricted stock units will vest, if at the end of the three- year period, the employee is still with the company. The performance based restricted stock units will vest if, at the end of the three-year performance period, the company has achieved certain performance goals and the individual remains employed by the company. The exact number of performance shares to be issued will vary from 0% to 150% of the target award, depending on the company's actual performance over the three-year period in comparison to the target award goal based on return on sales (ROS). Return on sales is defined as net income divided by net sales. Dividends are earned on the restricted stock units over the vesting period.

The fair value of a time vested restricted stock unit is measured based upon the closing market price of common stock as of the date of grant. The fair value of the restricted stock units on the grant date was $63.31.

Fair value is determined for the performance share awards based upon the closing market price of common stock as of the date of grant multiplied by the number of shares granted, which is determined by an estimated ROS target over the three year performance period. The number of units issued at the vesting date will be based on actual results. The fair value of the restricted stock units on the grant date was $63.31. The estimated performance of ROS used to estimate the number of shares expected to vest is evaluated at least quarterly.

(11) SEGMENT REPORTING

The company has four business segments: Applied Technology Division, Engineered Films Division, Aerostar Division, and Electronic Systems Division. The company's reportable segments are defined by their common technologies, production processes and inventories. These segments reflect Raven's organization into three Raven divisions and the Aerostar subsidiary. Raven Canada, Raven GmbH, Raven Australia, and Raven Brazil are included in the Applied Technology Division. Vista and AIS are included in the Aerostar Division. Substantially all of the company's long-lived assets are located in the United States.

The company measures the performance of its segments based on their operating income excluding administrative and general expenses. Other income, interest expense and income taxes are not allocated to individual operating segments, and assets not identifiable to an individual segment are included as corporate assets. Segment information is reported consistent with the company's management reporting structure.

Intersegment sales were primarily from Electronic Systems to Applied Technology. Business segment net sales and operating income results are as follows:

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(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)                            

	Three Months Ended
	April 30, 2012			April 30, 2011
Net sales
Applied Technology	$	50,480		$	39,125
Engineered Films	41,094			30,091
Aerostar	10,801			15,139
Electronic Systems	19,120			19,477
Intersegment eliminations	(3,580		)	(2,291		)
Consolidated net sales	$	117,915		$	101,541
Operating income (loss)
Applied Technology	$	20,910		$	15,074
Engineered Films	9,179			4,129
Aerostar	(1,161		)	4,062
Electronic Systems	3,695			3,412
Intersegment eliminations	(31		)	12
Total reportable segment income	32,592			26,689
Administrative and general expenses	(4,160		)	(3,156		)
Consolidated operating income	$	28,432		$	23,533

Effective June 1, 2012, the company will realign the assets and team members of its Electronic Systems Division deploying them into the company's Aerostar and Applied Technology Divisions. This repositioning is expected to better align the company's corporate structure with its mission and long-term growth strategies. Approximately 75 percent of Electronic Systems net sales will go to Aerostar and the remaining balance, after adjustments to intersegment eliminations, to Applied Technology. After the realignment, the company will continue with its core growth divisions: Applied Technology, Engineered Films and Aerostar. The company's internal reporting (chief operating decision maker reports) will be changed to reflect this realignment during the second quarter of fiscal 2013. During the quarter ending July 31, 2012, the company will retrospectively adjust its segment information for all periods presented to reflect this change in segment reporting.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

This commentary should be read in conjunction with the company's consolidated financial statements for the three months ended April 30, 2012 and April 30, 2011, as well as the company's consolidated financial statements and related notes thereto and management's discussion and analysis of financial condition and results of operations in the company's Form 10-K for the year ended January 31, 2012.

EXECUTIVE SUMMARY

Raven Industries, Inc. is an industrial manufacturer providing a variety of products to customers within the industrial, agricultural, energy, construction and military/aerospace markets, primarily in North America. The company is comprised of unique operating units, classified into four reportable segments: Applied Technology, Engineered Films, Aerostar and Electronic Systems. While each segment has distinct characteristics, the products and technologies are largely extensions of durable competitive advantages rooted in the original research balloon business.

Management uses a number of metrics to assess the company's performance:

• Consolidated net sales, gross margins, operating income, operating margins, net income and earnings per share

• Cash flow from operations and shareholder returns

• Return on sales, assets and equity

• Segment net sales, gross profit, gross margins, operating income and operating margins

Vision and Strategy

The company's vision is to advance its leadership positions in niche markets through the development of innovative solutions to address the needs of customers and help solve great challenges in the areas of hunger, safety, security and energy independence.

The company's primary strategy to achieve this vision is the maintenance of a diversified portfolio of businesses that share a common purpose but serve different markets providing balance, opportunity, and risk mitigation. Diversification has enabled the company to consistently generate cash, achieve profitability and maintain financial strength by limiting the impact of market disruptions and facilitating growth in both strong and weak economic cycles. Additionally, the company continues to achieve increased geographic, product and market diversification.

The company's overall approach to creating value, which is employed across the four unique segments, is summarized as follows:

• Seek to expand in niche markets that have strong prospects for growth and above-average profit margins.

• Elevate customer service by leveraging innovation, speed and dedicated engineering support to solve the customer's problem.

• Reinvest cash generated from operations to fuel growth. Capital is allocated aggressively when the prospects are high for above-average, risk-adjusted returns on capital. If the company accumulates cash in excess of investment opportunities for above-average, risk-adjusted returns, it will be returned to shareholders.

• Continue to increase the quarterly dividend annually.

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Results of Operations

Consolidated financial highlights for the first quarter of fiscal 2013 and fiscal 2012 include the following:

	Three Months Ended
(dollars in thousands, except per-share data)	April 30, 2012			April 30, 2011			% Change
Net sales	$	117,915		$	101,541		16	%
Gross profit	41,135			32,936			25	%
Gross margins(a)	34.9		%	32.4		%
Operating income	$	28,432		$	23,533		21	%
Operating margins	24.1		%	23.2		%
Net income attributable to Raven Industries, Inc.	$	19,043		$	15,716		21	%
Diluted earnings per share	$	1.04		$	0.86
Operating cash flow	$	28,212		$	11,008
Cash dividends	$	3,806		$	3,254

^(a)  The company's gross and operating margins may not be comparable to industry peers due to the diversity of its operations and variability in the classification of expenses across industries in which the company operates.

Net sales and earnings trends the company experienced in the 2012 fiscal year continued in the 2013 fiscal first quarter, with net sales up 16% to $117.9 million, from $101.5 million in the prior-year period. First-quarter net income attributable to Raven Industries, Inc. rose 21% to $19.0 million, or $1.04 per diluted share, versus fiscal 2012 first-quarter net income of $15.7 million, or $0.86 per diluted share.

Growth was driven by the Engineered Films and Applied Technology Divisions, where double-digit sales gains were accompanied by even stronger increases in operating income. Aerostar Division operating margins were negatively impacted by lack of tethered aerostat and radar sales. Electronic Systems product mix had a favorable impact on the first quarter operating margins.

Applied Technology

Fiscal 2013 first quarter net sales of $50.5 million grew $11.3 million, or 29%, and operating income of $20.9 million increased $5.9 million, or 39%, reflecting strong sales in field computers, application controls, information management and, in particular, guided steering systems that enhance farm yields and reduce operating costs. International sales continue to be strong for the first three months of fiscal 2013.

Engineered Films

Fiscal 2013 first quarter net sales of $41.1 million increased $11.0 million, or 37%, and operating income of $9.2 million increased 122% from prior year first quarter. Continued strength in the energy and agriculture markets, and deliveries of geomembrane films for environmental protection drove first quarter net sales growth. Higher year-over-year profitability for the quarter related to margin expansion due to improved operating efficiencies and lower material and overhead cost relative to sales.

Aerostar

Net sales in the first quarter were down 29% to $10.8 million from $15.1 million in the previous year's first quarter. Aerostar reported an operating loss of $1.2 million, versus operating income of $4.1 million a year earlier. A difficult federal spending environment impacted aerostat orders during the three month period. Increased sales volume of T-11 Army parachutes and protective wear could not offset the negative impact of no tethered aerostat shipments.

Electronic Systems

Fiscal 2013 first quarter net sales of $19.1 million were down slightly by $0.3 million, or 2%. Operating income of $3.7 million increased from $3.4 million, or 8%. Higher intercompany shipments to Applied Technology drove the gross margin increase.

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RESULTS OF OPERATIONS - SEGMENT ANALYSIS

Applied Technology

Applied Technology designs, manufactures, sells, and services innovative precision agriculture products and information management tools that help growers reduce costs and improve farm yields around the world.

	Three Months Ended
(dollars in thousands)	April 30, 2012			April 30, 2011			$ Change		% Change
Net sales	$	50,480		$	39,125		$	11,355	29	%
Gross profit	26,042			18,931			7,111		38	%
Gross margins	51.6		%	48.4		%
Operating income	20,910			15,074			5,836		39	%
Operating margins	41.4		%	38.5		%

The following factors were the primary drivers of the year-over-year quarterly growth in net sales and operating income:

• Market conditions. Global market fundamentals were healthy as population and income growth in emerging economies have increased demand for food. These factors have resulted in higher crop prices and wider acceptance of precision agriculture as a sound investment for maximizing yields and controlling input costs.

• Sales volume. The favorable year-over-year comparisons reflect strong sales growth across the majority of the division's product offerings, including application controls, field computers, guidance and steering products, and boom controls.

• International sales. Year-to-date international sales totaled $13.8 million, increasing 26% from a year ago. Products delivered to South America, Eastern Europe, South Africa, and Canada, generated the majority of the international sales growth. International sales accounted for 27% of total Applied Technology net sales in the first quarter compared to 28% at this time last year.

• Gross margins. Gross margins for the fiscal 2013 first quarter of 51.6% improved from 48.4% in fiscal 2012 first quarter due primarily to higher sales and operating leverage on profitability. Historically, the first quarter is the seasonal high point in the division. Gross margins were also positively impacted in the first quarter of fiscal 2013 by one percentage point due to the early buyout of the Ranchview acquisition related contingent liability.

• Operating expenses. First quarter operating expenses of 10.2% of net sales increased slightly from prior first quarter of 9.9% of net sales due to the division's continued investment in research and development expenses. R&D cost as compared to net sales in fiscal 2013 was 4.4% compared to 3.8% in the prior year.

Engineered Films

Engineered Films produces rugged reinforced plastic sheeting for industrial, energy, construction, geomembrane and agricultural applications.

	Three Months Ended
(dollars in thousands)	April 30, 2012			April 30, 2011			$ Change		% Change
Net sales	$	41,094		$	30,091		$	11,003	37	%
Gross profit	10,528			5,239			5,289		101	%
Gross margins	25.6		%	17.4		%
Operating income	9,179			4,129			5,050		122	%
Operating margins	22.3		%	13.7		%

The following factors were the primary drivers of the three month year-over-year changes:

• Market conditions. Economic growth in emerging markets continued to support higher oil and natural gas prices, and in turn, increased related drilling activity and demand for pit liners in the energy market.

• Sales volume and selling prices. Sales growth for the first quarter of fiscal 2013 was predominately driven by the increased demand for pit liners utilized in oil and gas exploration activity. Environmental and water conservation projects increased the demand for geomembrane containment liners and covers during the quarter. Selling prices were up roughly 11%

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reflecting higher input cost over the comparable first quarter in the prior year. Sales volume, as measured by pounds shipped, was up 20% for first quarter in fiscal 2013 as stronger demand combined with additional extrusion capacity, which went into production in the fourth quarter of last fiscal year.

• Gross margin increase. For the three-month period, margins improved 8.2% due to improved operating efficiencies, positive operating leverage and a more favorable price versus material spread. Material cost as a percentage of sales was 60% for the three months ended April 2012 compared with 66% for the same prior year period.

• Operating expenses. First quarter operating expenses were 3.3% of net sales in fiscal 2013 versus 3.7% in fiscal 2012. Selling expense increases of $0.2 million (28%) and relatively flat R&D expense lagged the 37% increase in net sales.

Aerostar

Aerostar designs and sells tethered aerostats and radar systems for situational awareness. This division produces military parachutes, uniforms and protective wear, and other sewn and sealed products.

	Three Months Ended
(dollars in thousands)	April 30, 2012			April 30, 2011			$ Change			% Change
Net sales	$	10,801		$	15,139		$	(4,338	)	(29	)%
Gross profit	370			5,000			(4,630		)	(93	)%
Gross margins	3.4		%	33.0		%
Operating income (loss)	(1,161		)	4,062			(5,223		)	(129	)%
Operating margins	(10.7		)%	26.8		%

The following factors were the primary drivers of the year-over-year changes in net sales and operating income:

• Sales volumes and Volatility in aerostat deliveries. Net sales for the first quarter decreased $4.3 million, or 29% compared to the prior year primarily due to a $7.3 million decrease of tethered aerostat deliveries. Aerostat sales can vary significantly from quarter-to-quarter as reflected in the three-month year-over-year comparison. The decrease in aerostat deliveries was partially offset by an increase in T-11 parachute and spare part shipments and additional protective wear sales ($1.1 million) and Vista net sales of $2.6 million.

• Gross margin changes. First quarter gross margins declined from 33.0% one year ago to 3.4%. Last year's margins were favorably impacted by higher margin aerostat sales. Aerostat sales accounted for approximately 48% of net sales in the first quarter fiscal 2012 compared to none in the first quarter fiscal 2013. Parachute and protective wear gross margins percentage was consistent with the prior first quarter, however, Vista operating losses during first quarter fiscal 2013 negatively impacted gross margins.

• Operating expenses. First quarter operating expenses of $1.5 million increased to 14.2% of net sales from 6.2% in the first quarter of fiscal 2012. Current year operating expenses primarily reflect increased investment in research and development to support next generation aerostat and Vista radar technology. Higher selling and business development expenses were directed towards expansion of the tethered aerostat and radar business.

Electronic Systems

Electronic Systems is a total-solutions provider of electronics manufacturing services, primarily to North American original equipment manufacturers.

	Three Months Ended
(dollars in thousands)	April 30, 2012			April 30, 2011			$ Change			% Change
Net sales	$	19,120		$	19,477		$	(357	)	(2	)%
Gross profit	4,226			3,754			472			13	%
Gross margins	22.1		%	19.3		%
Operating income	3,695			3,412			283			8	%
Operating margins	19.3		%	17.5		%

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The following factors were the primary drivers of the first quarter changes in net sales and operating income:

• Sales volume. First quarter net sales decreased 2% year-over-year, reflecting lower avionics volume. This was partially offset by additional sourcing of assemblies to the Applied Technology Division and increased sales of hand-held bed controls.

• Gross margins. For the quarter, gross margins improved from 19.3% to 22.1% due to favorable product mix. This resulted from increased additional sourcing for Applied Technology.

• Operating expenses. The increase in operating expense from first quarter fiscal 2013 to fiscal 2012 is due to higher selling expenses.

Corporate Expenses (administrative expenses; other income (expense), net; and income taxes)

	Three Months Ended
(dollars in thousands)	April 30, 2012			April 30, 2011
Administrative expenses	$	4,160		$	3,156
Administrative expenses as a % of sales	3.5		%	3.1		%
Other income (expense), net	$	(52	)	$	(13	)
Effective tax rate	33.0		%	33.2		%

Administrative expenses increased during the first three months from the prior year by 32% due to continued investments in additional finance, human resources and information technology personnel to support current and future growth strategies through a strengthened corporate infrastructure.

“Other income (expense), net” consists mainly of activity related to the company's equity investment in SST, interest income, and foreign currency transaction gain. The year-over-year variability for the year-to-date expense is primarily attributable to SST results.

OUTLOOK

Management anticipates continued positive trends in Engineered Films and Applied Technology while order variability will likely persist in Aerostar going forward. For the company overall, management believes that it can meet its long-term target of 10-15% earnings growth.

Applied Technology

Applied Technology expects to continue to build on its investments in international growth and integration of hardware and software solutions to improve agricultural efficiency. Worldwide agriculture conditions are expected to remain healthy for this segment, with rising global demand for food, heightened environmental concerns and broadening recognition of Raven's suite of productivity tools as a cost-effective investment. These factors indicate that sales growth could continue to be in excess of 20% in fiscal 2013. Profitability growth could be tempered by investments in new initiatives, both from a product development and geographic expansion perspective.

Engineered Films

Management looks for sales growth for fiscal 2013 in the high teens, driven by increased capacity and capabilities, and assuming steady resin prices. Demand continues to have a positive outlook. Oil and gas drilling activities drives demand for pit liners. New extrusion equipment put into service is ramping up according to plan. This period for new equipment has typically taken 2-3 years, depending on market conditions. Management expects operating income growth to continue to exceed anticipated sales growth due to improved scrap levels, the spread of selling prices over the cost of plastic resins and higher utilization of the new extrusion equipment, partially offset by higher depreciation and investment spending for research and product development.

Aerostar

While the addition of Vista surveillance technologies is expected to bring new innovations for detecting and tracking small objects over the land, on the water and in the air, government funding for projects related to surveillance continues to be erratic. Sales growth in fiscal 2013 does not appear likely.

New opportunities in tethered aerostats to provide cost effective persistent surveillance for the military and border security are critical to Aerostar's success. Despite strong showings by Aerostar's military parachute and high-altitude research balloon

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operations, Aerostar may not be profitable until the third quarter of the year. Management is pursuing opportunities to add new markets for its aerostat business, and is closely monitoring spending levels compared to anticipated sales levels, while continuing to invest in the integration of Vista Research and Electronic Systems into Aerostar operations.

Electronic Systems

Effective June 1, 2012, Electronic Systems will be merged into Raven's Applied Technology and Aerostar Divisions. Approximately 75 percent of Electronic Systems sales will go to Aerostar. Management recognizes that the integration of these businesses will be challenging, both from a sales and an operational perspective. After the realignment, Raven Industries will continue with the company's core growth divisions: Applied Technology, Engineered Films and Aerostar. Electronic Systems fiscal 2013 sales, before the split into the separate divisions, are expected to be as much as 10 percent lower than in fiscal 2012 as the impact of lower avionics sales may not be fully offset by higher deliveries to other customers. There is also a risk that operating income could be impacted by integration costs in fiscal 2013.

LIQUIDITY AND CAPITAL RESOURCES

The company's balance sheet continues to reflect significant liquidity and a strong capital base. Management focuses on the current cash balance and operating cash flows in considering liquidity, as operating cash flows have historically been Raven's primary source of liquidity. Management expects that current cash, combined with the generation of positive operating cash flows, will be sufficient to fund the company's operating, investing and financing activities.

Raven's cash needs are seasonal, with working capital demands strongest in the first quarter. As a result, the discussion of trends in operating cash flows focuses on the primary drivers of year-over-year variability in working capital.

Cash, cash equivalents and short-term investments totaled $43.5 million at April 30, 2012, a $17.7 million increase compared to $25.8 million at January 31, 2012. The comparable balance one year earlier totaled $42.6 million. Increases in capital expenditures and a $12.0 million payment to acquire Vista Research, Inc., in the fourth quarter last year were offset by cash flows from operations.

Raven has an uncollateralized credit agreement that provides a $10.5 million line of credit, with a balance of zero at April 30, 2012. The line of credit is reduced by outstanding letters of credit totaling $1.3 million as of April 30, 2012. The credit line, which matures on September 1, 2012, is expected to be renewed during fiscal 2013.

Operating Activities

Operating cash flows result primarily from cash received from customers, which is offset by cash payments for inventories, services, employee compensation and income taxes. Management evaluates working capital levels through the computation of average days sales outstanding and inventory turnover. Average days sales outstanding is a measure of the company's efficiency in enforcing its credit policy. The inventory turnover ratio is a metric used to evaluate the effectiveness of inventory management, with further consideration given to balancing the disadvantages of excess inventory with the risk of delayed customer deliveries.

Cash provided by operating activities was $28.2 million in first quarter of fiscal 2013 compared with $11.0 million in the first quarter of fiscal 2012. The increase in operating cash flows is the result of higher company earnings, depreciation expense, and collection of accounts receivable balances.

Inventory and accounts receivable generated $2.2 million of cash in the first quarter of fiscal 2013 versus consumed $12.3 million of cash in the first quarter of fiscal 2012. The company's inventory turnover rate declined from the prior year due to higher raw material inventory levels to support increased sales (trailing 12-month inventory turn of 5.2X in fiscal 2013 versus 5.7X in fiscal 2012). Cash collections continue to be efficient, with the trailing 12 month days sales outstanding of 47 days at April 30, 2012 and 49 days at April 30, 2011.

Investing Activities

Cash used in investing activities totaled $6.8 million in the first quarter of fiscal 2013 versus $3.4 million in the first quarter of fiscal 2012, reflecting a $1.3 million increase in capital expenditures and $1.9 million payment to settle an acquisition related contingent liability.

Management anticipates record capital spending in fiscal 2013, in the $35 million range. In addition, management will evaluate strategic acquisitions that result in expanded capabilities and solidify competitive advantages. As part of the company's investment in corporate infrastructure, Raven will be investing approximately $15-$20 million over a 3-5 year period to renovate its downtown Sioux Falls facility headquarters. Expansion of Engineered Films capacity and Applied Technology's manufacturing and research and development facility are expected to continue.

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Financing Activities

Dividends of $3.8 million or 21 cents per share were paid during the current quarter compared to $3.3 million or 18 cents per share in the year ago quarter. The 21 cents per share dividend represents the company's 26^th consecutive increase in the annual dividend (excluding special dividends). Raven has now paid a dividend in 39 consecutive years.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There have been no material changes since the fiscal year ended January 31, 2012.

NEW ACCOUNTING PRONOUNCEMENTS

There were no new accounting standards issued or effective during the three months ended April 30, 2012 that had or are expected to have a material impact on the company's consolidated results of operations, financial condition, or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The exposure to market risks pertains mainly to changes in interest rates on cash and cash equivalents and short-term investments. The company has no debt outstanding as of April 30, 2012. The company does not expect operating results or cash flows to be significantly affected by changes in interest rates. Additionally, the company does not enter into derivatives or other financial instruments for trading or speculative purposes. However, the company does utilize derivative financial instruments to manage the economic impact of fluctuation in foreign currency exchange rates on those transactions that are denominated in currency other than its functional currency, which is the U.S. dollar. The use of these financial instruments had no material effect on the company's financial condition, results of operations or cash flows.

The company's subsidiaries that operate outside the United States use their local currency as the functional currency. The functional currency is translated into U.S. dollars for balance sheet accounts using the period-end exchange rates, and average exchange rates for the statement of income. Adjustments resulting from financial statement translations are included as cumulative translation adjustments in accumulated other comprehensive income (loss) within shareholders' equity. Foreign currency transaction gains or losses are recognized in the period incurred and are included in "Other income (expense), net" in the Consolidated Statements of Income and Comprehensive Income. Foreign currency fluctuations had no material effect on the company's financial condition, results of operations or cash flows.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of April 30, 2012, the end of the period covered by this report, management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) evaluated the effectiveness of disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of such date. Based on that evaluation, the CEO and CFO have concluded that the company’s disclosure controls and procedures were effective as of April 30, 2012.

Changes in Internal Control over Financial Reporting

There were no changes in the company’s internal control over financial reporting that occurred during the quarter ended April 30, 2012 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this quarterly report on Form 10-Q are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans” and similar expressions are intended to identify forward-looking statements. The company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act. Although management believes that the expectations reflected in forward-looking statements are based on reasonable assumptions, there is no assurance that these assumptions are correct or that these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited to, those relating to weather conditions and commodity prices, which could affect sales and profitability in some of the company’s primary markets, such as agriculture, construction, and oil and gas well drilling; or changes in competition, raw material availability, technology or relationships with the company’s largest customers—any of which could adversely affect any of the company’s product lines—as well as other risks described in the company’s 10-K under Item 1A. This list is not exhaustive, and the company does not have an obligation to revise any forward-looking statements to reflect events or circumstances after the date these statements are made.

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RAVEN INDUSTRIES, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings:

The company is involved as a defendant in lawsuits, claims or disputes arising in the normal course of business. The settlement of such claims cannot be determined at this time. Management believes that any liability resulting from these claims will be substantially mitigated by insurance coverage. Accordingly, management does not believe the ultimate outcome of these matters will be significant to its results of operations, financial position or cash flows.

Item 1A. Risk Factors: No material change.

Item 2. Changes in Securities: None

Item 3. Defaults upon Senior Securities: None

Item 4. Mine Safety Disclosures: None

Item 5. Other Information: None

Item 6. Exhibits Filed:

Exhibit Number	Description
3(b)	Amended and Restated Bylaws (incorporated by reference to Exhibit B of the definitive proxy statement filed April 12, 2012).
10(k)	Amended and Restated Raven Industries, Inc. 2010 Stock Incentive Plan adopted May 25, 2012 (incorporated by reference to Exhibit A of the definitive proxy statement filed April 12, 2012).
10(r)	Raven Industries Inc. Non-Qualified Stock Option agreement
10(s)	Raven Industries, Inc. Restricted Stock Unit agreement
31.1	Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act.
31.2	Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act.
32.1	Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act.
32.2	Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extenstion Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RAVEN INDUSTRIES, INC.

/s/ Thomas Iacarella  

Thomas Iacarella 

Vice President and CFO, Secretary and Treasurer

(Principal Financial and Accounting Officer) 

Date: June 4, 2012

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EX-10.(R)

RAVEN INDUSTRIES, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective as of the 2nd day of April, 2012, between Raven Industries, Inc., aSouth Dakota corporation (the "Company") and ________________ (“Employee").

BACKGROUND

A.    Employee has either been hired to serve as an employee to the Company or the Company desires to induce Employee to continue to serve the Company as an employee.

B.    The Company has adopted the 2010 Stock Incentive Plan, as amended and restated in 2012 (the “Plan”) pursuant to which shares of common stock of the Company have been reserved for issuance under the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1.        Grant of Option; Purchase Price. Subject to the terms and conditions herein set forth, the Company hereby irrevocably grants from the Plan to Employee the right and option, hereinafter called the “Option”, to purchase all or any part of an aggregate of the number of shares of common stock, $1.00 par value, of the Company (the “Shares”) set forth at the end of this Agreement after “Number of Shares” at the price per Share set forth at the end of this Agreement after “Purchase Price.”

2.        Exercise and Vesting of Option. The Option shall be exercisable only to the extent that all, or any portion thereof, has vested in Employee. Except as provided herein in Section 4, the Options shall vest in Employee in four (4) cumulative installments, with twenty-five percent (25%) of the total grant becoming exercisable on the first anniversary of the date of this Agreement, with an additional twenty-five percent (25%) of the total grant becoming exercisable on each of the next three (3) successive anniversaries of such date (each such date is hereinafter referred to singularly as a “Vesting Date” and collectively as “Vesting Dates”), so long as Employee remains an employee of the Company or has elected "Retirement" (as defined below) from the Company after the first anniversary of the date of this Agreement.

3.        Termination of Employment. Except as provided in Section 5(a) below, in the event that Employee ceases to be employed by the Company, for any reason or no reason, with or without cause, prior to any Vesting Date, that part of the Option scheduled to vest on such Vesting Date, and all parts of the Option scheduled to vest in the future, shall not vest and all of Employee's rights to and under such non-vested parts of the Option shall terminate.

4.        Term of Option. To the extent vested, and except as otherwise provided in this Agreement, the Option shall be exercisable for five (5) years from the date of this Agreement; provided, however, that, except as provided in Sections 5(a) below, in the event Employee ceases to be employed by the Company, for any reason or no reason, Employee or his/her legal representative shall have three (3) months from the date of such termination of his/her position as an employee to exercise any part of the Option vested pursuant to Section 3 of this Agreement. Upon the expiration of such three (3) month period, except as provided in Section 5(a), or, if earlier, upon the expiration date of the Option as set forth above, the Option shall terminate and become null and void.

5.        Retirement; Death of Employee; Change in Control.

(a)     “Retirement” is defined as Employee voluntarily terminating employment with the Company on the first day of any month after Employee's years of service, plus his/her attained age, equals or exceeds the sum of 80. Notwithstanding anything to the contrary contained herein, in the event of Employee's Retirement after the first anniversary of the date of this Agreement, the Option shall, to the extent not exercised, become fully vested upon the date of Employee's Retirement and shall be exercisable through the full term of the Option.

(b)    In the event of Employee's death, the person designated in Employee's will, or in the absence of such designation, Employee's legal representative may, in like manner, exercise the Option to the extent of the number of Shares which were vested at the time of his/her death, but such right shall expire unless exercised by such designated person or legal representative within the earlier of (i) three (3) months after the death of Employee, or (ii) the expiration of the Option.

(c)    “Change in Control” has the meaning provided in the Plan. Notwithstanding anything to the contrary contained herein, in the event of a Change in Control of the Company, the Option shall become fully vested upon the effective date of such event, and shall remain exercisable for the remainder of the term of the Option.

6.        Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by written notice to the Company. Such notice shall state the election to exercise the Option, the number of Shares in respect of which it is being exercised, the method of exercise, and shall be signed by the person or persons exercising the Option. The Employee may exercise the Option by (i) paying to the Company in cash the full exercise price; (ii) arranging for a broker to sell Shares and immediately thereafter pay to the Company the full exercise price; (iii) delivering Shares previously owned by Employee, the total market value of which equals the full exercise; or (iv) instructing the Company to retain sufficient Shares from the total number of Shares which are subject of the exercise, the total market value of which equals the total purchase price. Applicable tax withholding may be paid by any method permitted under the Plan. Upon proper exercise, the Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

7.        Rights of Option Holder. Employee, as holder of the Option, shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of all or any part of the Option.

8.        Limitations on Transferability. The Option shall not be transferred, pledged or assigned except, in the event Employee's death, by will or the laws of descent and distribution to the limited extent provided in the Plan, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended (the “Code”) or Title I of the Employee Retirement Income Security Act, or the rules there under, and the Company shall not be required to recognize any attempted assignment of such rights. Notwithstanding the preceding sentence, the Option may be transferred by Employee to Employee's spouse, children, grandchildren or parents (collectively, the “Family Members”), to trusts for the benefit of Family Members, to partnerships or limited liability companies in which Family Members are the only partners or shareholders, or to entities exempt from federal income taxation pursuant to Section 501(c)(3) of the Code. During Employee's lifetime, the Option may be exercised only by him or her, by his/her guardian or legal representative or by the transferees permitted by the preceding sentence.

9.        No Continued Employment or Right to Corporate Assets. Nothing contained in this Agreement shall be deemed to grant Employee any right to continue in the employ of the Company for any period of time or to any right to continue his/her present or any other rate of compensation, nor shall this Agreement be construed as giving Employee, Employee's beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

10.        Securities Law Matters. Employee acknowledges that the Shares to be received by him or her upon exercise of the Option may not have been registered under the Securities Act of 1933 or the Blue Sky laws of any state (collectively, the “Acts”). If such Shares have not been so registered, Employee acknowledges and understands that the Company is under no obligation to register, under the Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. Employee acknowledges that if not then registered under the Acts, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

“The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability or any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

11.        Employee Representations. Employee hereby represents and warrants that Employee has reviewed with his/her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Employee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Employee understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement. The Option, if exercised, will be exercised for investment and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.

12.        Forfeiture Remedy in the Event of Restatement of Financial Statements (Applicable Only to Officers). If any of the Company's financial statements during the period of this Agreement are subsequently required to be restated due to material noncompliance with any financial reporting requirement under applicable securities laws, then the Board of Directors of the Company (the “Board”) may, in its sole discretion, require forfeiture or repayment of the compensation received by Employee under this Agreement within the three year period preceding the date of the restatement, that the Board determines would not have been received had the financial statements been initially filed as restated. The Board may effect this remedy (a) through forfeiture or cancellation of the Shares that the Board determines would not have been granted to Employee if the financial statements had been initially filed as restated, (b) by seeking repayment from Employee in cash of the value of such Shares at the time of the Board's determination, (c) by seeking repayment of the gross amount realized by Employee upon sale of common stock paid upon exercise of the Option, or (d) by any other means deemed appropriate by the Board, in its sole discretion. In the event the Company adopts a policy that requires its executive officers to forfeit or repay compensation in the event of a restatement of the financial statements, Employee agrees that such policy shall apply to this award and shall be incorporated into this Agreement.

13.        General.

(a)    The Option is granted pursuant to the Plan and is governed by the terms thereof. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(b)    Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation other than the parties hereto, any rights or benefits under or by reason of this Agreement.

(c)    Each party hereto agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement.

(d)    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

(e)    This Agreement, in its interpretation and effect, shall be governed by the laws of the State of South Dakota applicable to contracts executed and to be performed therein.

[Signature page follows]

[Signature page to Non-Qualified Stock Option Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

NUMBER OF SHARES: RAVEN INDUSTRIES, INC.

x,xxx By_________________________________

Its President & CEO

PURCHASE PRICE: EMPLOYEE:

$xx.xx/per share                ____________________________________

DATE: ______________________________

882163

EX-10.(S)

RAVEN INDUSTRIES, Inc.

RESTRICTED STOCK UNIT Agreement

(Performance Based Vesting)

(Fiscal 2013-2015 Awards)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) made effective as of April 2, 2012, is by and between Raven Industries, Inc., a South Dakota corporation (the “Company”), and ______________________ (the “Employee”).

BACKGROUND

A.     The Company has adopted the Raven Industries, Inc. 2010 Stock Incentive Plan, as amended and restated in 2012 (the “Plan”), to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives designed to attract, retain and motivate employees.

A.The Personnel & Compensation Committee of the Board of Directors of the Company (the “Committee”) believes that entering into this Agreement with Employee is consistent with the stated purposes for which the Plan was adopted.

B.The Company desires to grant restricted stock units to the Employee, and the Employee desires to accept such restricted stock units, on the terms and conditions set forth herein and in the Plan.

C.The restricted stock units granted pursuant to this Agreement shall vest based on the attainment of performance goals related to the Company's average return on sales and continued employment of the Employee during a three-year period after the effective date of this Agreement.

D.The terms of this Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as a “short-term deferral” of compensation. Code Section 409A and the Treasury Regulations issued thereunder are referred to in this Agreement as “Section 409A.”

AGREEMENT

NOW, THEREFORE, it is agreed as follows:

1.Grant of Performance Based Restricted Stock Units. Subject to the terms and provisions of this Agreement and the Plan, the Company hereby grants to Employee an award of restricted stock units (the “Units”) with a Target Award as set forth in Exhibit A. The number of Units which may finally vest, and the number of shares that may be paid out pursuant to this award, (i) is contingent upon the Company achieving the performance objectives set forth in Exhibit A; and (ii) is subject to the other terms and conditions and contingencies set forth in such Exhibit and in the Plan. The Company shall establish a bookkeeping account for the Employee (the “Unit Account”) and shall credit the Units identified in this Section 1 to the Unit Account.

2.Dividend Equivalents.The Employee will be credited with the Dividend Equivalents (as that term is defined in the Plan) on the Units which vest pursuant to Section 3, in an amount equal to the dividends that would have been paid on the equivalent number of shares of common stock during the three-year performance period. The Dividend Equivalents shall be credited in the form of additional Units prior to settlement pursuant to Section 4.

3.Vesting and Forfeiture of Units.

a) Generally. Except as set forth in this Section 3, the Employee shall vest in a number of Units based on the attainment of the performance goals described in Exhibit A as of the third anniversary of the effective date this Agreement (the “Vesting Date”), provided that the Employee remains continuously employed by the Company through the Vesting Date. The Performance Period is the date beginning on the effective date of this Agreement, and ending on the third anniversary of the effective date. Except as specifically provided in this Section 3, no Units will vest prior to the Vesting Date. The Units which do not vest at the end of the Performance Period will be immediately forfeited. In the event of the Employee's termination of employment with the Company, other than for Retirement (as defined below), termination of employment by the Company without Cause (as defined below), Change in Control (as defined below), or the death of the Employee, the Employee will forfeit to the Company all Units granted under this Agreement.

b) Retirement; Termination Without Cause. In the event of (i) the termination of the employment of Employee by the Company without Cause (as defined below), or (ii) the Retirement of the Employee (as defined below), before the Vesting Date, the Employee will vest upon the Vesting Date in a number of Units determined by multiplying the number of Units which would have vested had the Employee been employed upon the Vesting Date by a fraction, the numerator of which is the number of complete months between the Effective Date and the date of the Employee's termination without Cause or Retirement, and the denominator of which is thirty six (36).

i. For purposes of this Agreement, “Retirement” means voluntarily terminating employment with the Company at least one year after the effective date of this Agreement, on the first day of any month at a time when the sum of the Employee's age and years of service with the Company equals or exceeds eighty (80).

ii. For purposes of this Agreement, “Cause” shall mean termination of the Employee by the Company for any of the following reasons: (1) failure to perform (for reasons other than disability) the duties assigned or appropriate to the Employee's position with the Company; (2) willful misconduct that materially injures or causes a material loss to the Company, by way of example and not limitation, embezzlement, appropriation of corporate opportunity, conversion of tangible or intangible corporate property or the making of agreements with third parties in which Employee or anyone related to or associated with him has a direct or indirect interest; or (3) the determination by the Company in good faith that Employee has violated the Confidentiality or Non-Competition provisions of any Senior Executive Employment Agreement or Employment Agreement for Senior Management signed by the Employee.

c) Change in Control. In the event that a Change in Control of the Company, as defined in the Plan, occurs during the Performance Period, the Employee shall become 100% vested in an amount of Restricted Stock Units equal to the Target Award.

d) Death During Term. In the event the Employee dies before the Vesting Date, the Employee shall immediately vest in a number of Units equal to the Target Award, multiplied by a fraction, the numerator of which is the number of complete months between the Effective Date and the date of the Employee's death, and the denominator of which is thirty six (36). The Employee will vest in the Dividend Equivalents which correspond to the Units which vest pursuant to this paragraph. Units vested pursuant to this paragraph shall be paid to the estate of the Employee as soon as reasonably practicable following the Employee's death, but no later than the later of the calendar year in which occurs the Employee's death, or, if later, two and one-half months after the Employee's death.

4.    Form and Timing of Payment.As soon as administratively practicable following the Vesting Date identified in Section 3, but no later than thirty days (30) thereafter, the Company shall pay to the Employee one share of the Company's common stock for each vested Unit granted under this Agreement, including Units credited for Dividend Equivalents pursuant to Section 2. Fractional Units shall be rounded to the nearest whole Unit. In the event of a Change in Control, settlement shall occur as soon as reasonably practicable following the Change in Control, but no later than the later of the calendar year in which occurs the Change in Control, or, if later, two and one-half months after the Change in Control. Except as specifically permitted under Section 409A, neither the Company (or the Board of Directors) nor Employee (or any Beneficiary) shall have the right to have any of the shares delivered before or after the time they are otherwise scheduled to be delivered under this Agreement.

5.    No Right to Continuation of Employment or Corporate Assets. Nothing contained in this Agreement shall be deemed to grant Employee any right to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation, nor shall this Agreement be construed as giving Employee, Employee's beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

6.    Withholding of Tax. To the extent that the receipt of Units or common stock, or the lapse of any restrictions thereon, results in income to Employee for federal or state income tax purposes, Employee shall pay the applicable withholding tax, which may be paid by any method permitted under the Plan.

7.    No Assignment of Units or Rights to Shares. Neither Employee nor any Beneficiary shall have any right to assign, pledge or otherwise transfer any Units or any right to receive shares under this Agreement, except to the limited extent permitted under the Plan. No creditor of Employee (or of any Beneficiary) shall have any right to garnish or otherwise attach any Units or any right to receive shares under this Agreement. In the event of any attempted assignment, pledge or other transfer, or attempted garnishment or attachment by a creditor, the Company shall have no further liability under this Agreement.

8.    Rights of Employee. Employee shall not have any of the rights of a shareholder with respect to the Units.

9.    Grant Subject to Shareholder Approval of Restatement of the Plan. The Company's Board of Directors has approved the amendment and restatement of the Plan that includes, without limitation, expanding the type of incentives that may be granted under the Plan to include restricted stock units (the “Plan Amendment”). The Company intends to submit a proposal (the “Proposal”) to its shareholders at its 2012 annual shareholders meeting (the “Annual Meeting”) to approve the Plan Amendment. Notwithstanding any provision to the contrary contained in this Agreement, the Company's grant of the Units hereunder is subject in all respects to receipt of shareholder approval for the Proposal at the Annual Meeting or any adjournment thereof. In the event the Proposal is not approved by the Company's shareholders at the Annual Meeting or any adjournment thereof, the grant of Units pursuant to this Agreement shall be null and void and this Agreement shall have no further force or effect.

10.    Forfeiture Remedy in the Event of Restatement of Financial Statements (Applicable Only to Officers). If any of the Company's financial statements during the period of this Agreement are subsequently required to be restated due to material noncompliance with any financial reporting requirement under applicable securities laws, then the Board of Directors of the Company (the “Board”) may, in its sole discretion, require forfeiture or repayment of the compensation received by Employee under this Agreement within the three year period preceding the date of the restatement, that the Board determines would not have been received had the financial statements been initially filed as restated. The Board may effect this remedy (a) through forfeiture or cancellation of the Units that the Board determines would not have been granted to Employee if the financial statements had been initially filed as restated, (b) by seeking repayment from Employee in cash of the value of such Shares at the time of the Board's determination, (c) by seeking repayment of the gross amount realized by Employee upon sale of common stock paid upon vesting of such Units, or (d) by any other means deemed appropriate by the Board, in its sole discretion. In the event the Company adopts a policy that requires its executive officers to forfeit or repay compensation in the event of a restatement of the financial statements, Employee agrees that such policy shall apply to this award and shall be incorporated into this Agreement.

11.    The Plan; Administration. The Units are granted pursuant to the Plan (including without limitation Section 8 thereof) and is governed by the terms thereof, which are incorporated herein by reference. The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and to this Agreement shall be final and binding upon Employee. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall govern and control. By the execution of this Agreement, Employee acknowledges receipt of a copy of the Plan.

12.    Further Assurances. Each party hereto agrees to execute such further papers, agreements, assignments or documents of title as may be necessary or desirable to affect the purposes of this Agreement and carry out its provisions.

13.    Governing Law. This Agreement, in its interpretation and effect, shall be governed by the laws of the State of South Dakota applicable to contracts executed and to be performed therein.

14.    Entire Agreement; Amendments. This Agreement and the Plan embody the entire agreement made between the parties hereto with respect to the matters covered herein and shall not be modified except by a writing signed by the party to be charged.

15.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same agreement.

Signature page follows

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first written above.

RAVEN INDUSTRIES, Inc.

By:                     

Name:                     

Title:                             

EMPLOYEE

Exhibit A

to

Restricted Stock Unit Agreement

(Fiscal 2013-2015 Awards)

Additional Terms and Conditions of Performance Shares

	Threshold Award	Target Award*	Maximum Award
Number of Units to vest, subject to the terms of the Agreement:	[#]	[#]	[#]

___________________

* Assumes the Company achieves the Target Average Return on Sales (as defined below).

1. For purposes of this Exhibit A, the levels of “Threshold Average Return on Sales,” “Target Average Return on Sales,” and “Maximum Average Return on Sales” for fiscal 2013 through 2015, will be established by the Committee not later than ninety (90) days after the beginning of fiscal 2013 and communicated to Employee.

2. Vesting of Units is contingent upon:

a. Employee remaining an employee of the Company continuously during all periods prior to the Vesting Date, subject to certain exceptions specified in the Agreement; and

b. the Company's average return on sales over fiscal 2013 through 2015, determined as described herein, equaling or exceeding the Threshold Average Return on Sales.

3. If both of these contingencies are satisfied, Employee shall be entitled to receive a percentage of the “Target Award” amount set forth above, based on the average return on sales for the period from fiscal 2013 through 2015.

a. The Threshold Award will vest if the average return on sales is equal to the Threshold Average Return on Sales.

b. The Target Award will vest if the average return on sales is equal to the Target Average Return on Sales.

c. The Maximum Award will vest if the average return on sales is equal to or greater than Maximum Average Return on Sales.

d. If the average return on sales falls between the Threshold Average Return on Sales and the Maximum Average Return on Sales, the Units that vest will be determined by interpolating on a straight line basis the number of shares payable pursuant to the Threshold Award and the Maximum Award.

e. The Employee may not receive more than the Maximum Award. The number of Units that vest shall be determined by rounding the amount determined under this paragraph to the nearest whole number of Units.

4. The average return on sales for fiscal 2013 through 2015 will be determined by the Committee based upon the Annual Reports on Form 10-K for fiscal years 2013, 2014 and 2015, subject to any adjustments for nonrecurring events that the Committee may determine in its sole discretion are appropriate. Following the Committee's determination of the return on sales for each fiscal year subject to the Agreement, the Company shall deliver written notice of the average return on sales to Employee (unless Employee is no longer an employee of the Company). No partial issuance of Units shall be made if the return on sales goal is achieved in any one or more fiscal years but the Threshold Average Return on Sales is not achieved for the entire three year period.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CEO PURSUANT TO

SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Daniel A. Rykhus, certify that:

1. I have reviewed this annual report on Form 10-Q of Raven Industries, Inc. (the “Registrant”);

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; and

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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. 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

d. 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 Registrant's board of directors (or others performing the equivalent function):

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 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 controls over financial reporting.

Date: June 4, 2012	/s/ Daniel A. Rykhus
	Daniel A. Rykhus
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CFO PURSUANT TO

SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Thomas Iacarella, certify that:

1. I have reviewed this annual report on Form 10-Q of Raven Industries, Inc. (the “Registrant”);

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; and

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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. 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

d. 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 Registrant's board of directors (or others performing the equivalent function):

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 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 controls over financial reporting.

Date: June 4, 2012	/s/ Thomas Iacarella
	Thomas Iacarella
	Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

RAVEN INDUSTRIES, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

The undersigned, Daniel A. Rykhus, President and Chief Executive Officer of Raven Industries, Inc., has executed this Certification in connection with the filing with the Securities and Exchange Commission of Raven Industries, Inc.'s Annual Report on Form 10-Q for the fiscal quarter ended April 30, 2012 (the “Report”).

The undersigned hereby certifies, to his knowledge, that:

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

• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Raven Industries, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certification as of the 4^th day of June 2012.

/s/ Daniel A. Ryhus         

Daniel A. Rykhus

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

RAVEN INDUSTRIES, INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

The undersigned, Thomas Iacarella, the Vice President and Chief Financial Officer of Raven Industries, Inc., has executed this Certification in connection with the filing with the Securities and Exchange Commission of Raven Industries, Inc.'s Annual Report on Form 10-Q for the fiscal quarter ended April 30, 2012 (the “Report”).

The undersigned hereby certifies, to his knowledge, that:

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

• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Raven Industries, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certification as of the 4^th day of June 2012.

/s/ Thomas Iacarella        

Thomas Iacarella

Vice President and Chief Financial Officer

XML

Share Based Compensation (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, number of options, in shares	76
Stock options vesting period, years	4 years
Years to expiration	5 years
Weighted average grant date fair value	$ 21.91
Time Vested Units [Member] | 2010 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, number of options, in shares	11
Stock options vesting period, years	3 years
Performance Based Restricted Stock Units [Member] | 2010 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, number of options, in shares	25
Stock options vesting period, years	3 years
Restricted Stock Units [Member] | 2010 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 63.31
Minimum [Member] | Performance Based Restricted Stock Units [Member] | 2010 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Perfromance Shares Target Award	0.00%
Maximum [Member] | Performance Based Restricted Stock Units [Member] | 2010 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Perfromance Shares Target Award	150.00%

XML

Net Income per Share (Details) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Net Income Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount in shares	169	136

XML

Net Income per Share

3 Months Ended

Apr. 30, 2012

Net Income Per Share [Abstract]

Net Income per Share

NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average common shares and stock units outstanding. Diluted net income per share is computed by dividing net income by the weighted-average common and common equivalent shares outstanding (which includes the shares issuable upon exercise of employee stock options, net of shares assumed purchased with the option proceeds), stock units and restricted stock units outstanding. Performance share awards are included in the diluted calculation based upon what would be issued if the end of the most recent reporting period was the end of the term of the award.

Certain outstanding options and units were excluded from the diluted net income per-share calculations because their effect would have been anti-dilutive under the treasury stock method. For the three-month periods ended April 30, 2012 and April 30, 2011, 169 and 136 shares and units were excluded, respectively.

Details of the computation are presented below:

	Three Months Ended
	April 30, 2012		April 30, 2011
Numerator:
Net income attributable to Raven Industries, Inc.	$	19,043	$	15,716
Denominator:
Weighted average common shares outstanding	18,122		18,075
Weighted average stock units outstanding	25		27
Denominator for basic calculation	18,147		18,102
Weighted average common shares outstanding	18,122		18,075
Weighted average stock units outstanding	25		27
Dilutive impact of stock options and restricted units	114		110
Denominator for diluted calculation	18,261		18,212
Net income per share - basic	$	1.05	$	0.87
Net income per share - diluted	$	1.04	$	0.86

XML

Employee Retirement Benefits The components of net periodic benefit cost for postretirement benefits (Details) (Other Postretirement Benefit Plans, Defined Benefit [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Other Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	$ 47	$ 30
Interest cost	84	84
Amortization of actuarial losses	58	32
Net periodic benefit cost	$ 189	$ 146

XML

Acquisitions of and Investments in Businesses and Technologies (Details) (Ranchview [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2011	Jan. 31, 2013
Ranchview [Member]
Business Acquisition [Line Items]
Cash paid to settle outstanding contingent consideration		$ 1,841
Gain on settlement of contingent consideration	$ 508

XML

Warranties (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 1,699	$ 1,437
Accrual for warranties	820	807
Settlements made (in cash or in kind)	(727)	(613)
Ending balance	$ 1,792	$ 1,631

XML

Financing Arrangements (Details) (USD $)	3 Months Ended
	Apr. 30, 2012	Jan. 31, 2012	Apr. 30, 2011
Financing Arrangements [Abstract]
Borrowing capacity under line of credit	$ 10,500,000
Maturity date of the line of credit	9/1/2012
Line of credit prime interest rate percentage	4.00%
Letters of credit issued, amount	1,342,000
Borrowing outstanding under line of credit	0	0	0
Remaining borrowing capacity under the line of credit	$ 9,158,000

XML

Summary of Significant Accounting Policies

3 Months Ended

Apr. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the company's significant accounting policies as compared to the significant accounting policies described in the company's Annual Report on Form 10-K for the fiscal year ended January 31, 2012. Additionally, there were no new accounting standards issued or effective during the three months ended April 30, 2012 that had or are expected to have a material impact on the company's consolidated results of operations, financial condition, or cash flows.

XML

Dividends and Stock Split (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		4 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	May 23, 2012 number
Dividends [Abstract]
Payments of Dividends	$ 3,806	$ 3,254
Cash dividends paid per common share	$ 0.21	$ 0.18
Stock split, conversion ratio			2
Pro forma earnings per share, basic	$ 0.52	$ 0.43
Pro forma earnings per share, diluted	$ 0.52	$ 0.43

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Apr. 30, 2012	Jan. 31, 2012	Apr. 30, 2011
Current assets
Cash and cash equivalents	$ 43,536	$ 25,842	$ 42,125
Short-term investments	0	0	500
Accounts receivable, net of allowances of $170, $170, and $200, respectively	58,641	60,759	50,542
Inventories	54,664	54,756	45,538
Deferred income taxes	3,182	3,299	2,878
Other current assets	4,886	2,903	3,113
Total current assets	164,909	147,559	144,696
Property, plant and equipment, net	64,888	61,894	42,409
Goodwill	22,274	22,274	10,777
Amortizable intangible assets, net	9,220	9,412	1,700
Other assets, net	4,434	4,564	4,653
TOTAL ASSETS	265,725	245,703	204,235
Current liabilities
Accounts payable	17,134	16,162	17,447
Accrued liabilities	20,665	20,397	11,782
Taxes - accrued and withheld	11,300	2,596	6,713
Customer advances	1,200	1,491	1,320
Total current liabilities	50,299	40,646	37,262
Other liabilities	18,931	24,467	12,637
Commitments and contingencies
Shareholders’ Equity
Common stock, $1 par value, authorized shares 100,000; issued 32,576; 32,566; and 32,528, respectively	32,576	32,566	32,528
Paid in capital	10,240	9,607	7,540
Retained earnings	208,871	193,650	168,582
Accumulated other comprehensive loss	(1,901)	(1,962)	(952)
Less treasury stock at cost, 14,449 shares	(53,362)	(53,362)	(53,362)
Total Raven Industries, Inc. shareholders’ equity	196,424	180,499	154,336
Noncontrolling interest	71	91	0
Total shareholders’ equity	196,495	180,590	154,336
TOTAL LIABILITY AND SHAREHOLDERS’ EQUITY	$ 265,725	$ 245,703	$ 204,235

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
OPERATING ACTIVITIES:
Net income	$ 19,023	$ 15,716
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,892	1,985
Change in fair value of acquisition-related contingent consideration	(253)	31
Earnings of equity investee	24	1
Deferred income taxes	(477)	845
Share-based compensation expense	525	392
Change in operating assets and liabilities:
Accounts receivable	2,105	(10,468)
Inventories	97	(1,833)
Prepaid expense and other assets	(1,793)	(1,117)
Operating liabilities	6,077	5,463
Other operating activities, net	(8)	(7)
Net cash provided by operating activities	28,212	11,008
INVESTING ACTIVITIES:
Capital expenditures	(4,900)	(3,585)
Payments related to business acquisitions, net of cash acquired	(1,867)	(8)
Sales of short-term investments	0	500
Other investing activities, net	(58)	(264)
Net cash used in investing activities	(6,825)	(3,357)
FINANCING ACTIVITIES:
Dividends paid	(3,806)	(3,254)
Other financing activities, net	103	100
Net cash used in financing activities	(3,703)	(3,154)
Effect of exchange rate changes on cash	10	65
Net increase (decrease) in cash and cash equivalents	17,694	4,562
Cash and cash equivalents at beginning of year	25,842	37,563
Cash and cash equivalents at end of year	$ 43,536	$ 42,125

XML

Segment Reporting Business segment net sales and operating income results (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Segment Reporting Information [Line Items]
Sales	$ 117,915	$ 101,541
Operating income	(28,432)	(23,533)
Administrative and general expenses	(4,160)	(3,156)
Applied Technology [Member]
Segment Reporting Information [Line Items]
Sales	50,480	39,125
Operating income	20,910	15,074
Engineered Films [Member]
Segment Reporting Information [Line Items]
Sales	41,094	30,091
Operating income	9,179	4,129
Aerostar [Member]
Segment Reporting Information [Line Items]
Sales	10,801	15,139
Operating income	(1,161)	4,062
Electronic Systems [Member]
Segment Reporting Information [Line Items]
Sales	19,120	19,477
Operating income	3,695	3,412
Due to related party percentgae of net sales	75.00%
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales	(3,580)	(2,291)
Operating income	(31)	12
Reportable Segment [Member]
Segment Reporting Information [Line Items]
Operating income	$ 32,592	$ 26,689

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Share Based Compensation (Tables)

3 Months Ended

Apr. 30, 2012

Share-based Compensation [Abstract]

Weighted average assumptions by grant year

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:

	Three Months Ended
	April 30, 2012
Risk-free interest rate	0.86		%
Expected dividend yield	1.33		%
Expected volatility factor	49.65		%
Expected option term (in years)	3.75
Weighted average grant date fair value	$	21.91

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Basis of Presentation and Principles of Consolidation Basis of Presentation and Principles of Consolidation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Organization, Consolidation and Presentation of Financial Statements Line Items [Line Items]
Net income (loss) attributable to noncontrolling interest	$ (20)	$ 0
Aerostar Integrated Systems [Member]
Organization, Consolidation and Presentation of Financial Statements Line Items [Line Items]
Joint venture, ownership percentage	75.00%
Net income (loss) attributable to noncontrolling interest	(20)
Capital contribution, amount	$ 0

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Basis of Presentation and Principles of Consolidation

3 Months Ended

Apr. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated financial information has been prepared by Raven Industries, Inc. (the “company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, it does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim three-month period ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending January 31, 2013. The January 31, 2012 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. This financial information should be read in conjunction with the consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended January 31, 2012.

Non-controlling interests represent capital contributions, income and loss attributable to the owners of less than wholly-owned and consolidated entities. The company owns a 75% interest in an entity consolidated under the Aerostar business segment. Given the company's majority ownership interest, the accounts of the business venture have been consolidated with the accounts of the company, and a noncontrolling interest has been recorded for the noncontrolling investor's interests in the net assets and operations of the business venture. The non-controlling interests share of the net loss was $20 for the three months ended April 30, 2012. The non-controlling interest made no capital contributions during the three months ended April 30, 2012.

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Consolidated Balance Sheets Parenthetical (USD $) In Thousands, except Per Share data, unless otherwise specified	Apr. 30, 2012	Jan. 31, 2012	Apr. 30, 2011
Consolidated Balance Sheets [Abstract]
Allowance for doubtful accounts receivable	$ 170	$ 170	$ 200
Common Stock, Par or Stated Value Per Share	$ 1	$ 1	$ 1
Common Stock, Shares Authorized	100,000	100,000	100,000
Common Stock, Shares, Issued	32,576	32,566	32,528
Treasury Stock, Shares	14,449	14,449	14,449

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Segment Reporting

3 Months Ended

Apr. 30, 2012

Segment Reporting [Abstract]

Segment Reporting

SEGMENT REPORTING

The company has four business segments: Applied Technology Division, Engineered Films Division, Aerostar Division, and Electronic Systems Division. The company's reportable segments are defined by their common technologies, production processes and inventories. These segments reflect Raven's organization into three Raven divisions and the Aerostar subsidiary. Raven Canada, Raven GmbH, Raven Australia, and Raven Brazil are included in the Applied Technology Division. Vista and AIS are included in the Aerostar Division. Substantially all of the company's long-lived assets are located in the United States.

The company measures the performance of its segments based on their operating income excluding administrative and general expenses. Other income, interest expense and income taxes are not allocated to individual operating segments, and assets not identifiable to an individual segment are included as corporate assets. Segment information is reported consistent with the company's management reporting structure.

Intersegment sales were primarily from Electronic Systems to Applied Technology. Business segment net sales and operating income results are as follows:

	Three Months Ended
	April 30, 2012			April 30, 2011
Net sales
Applied Technology	$	50,480		$	39,125
Engineered Films	41,094			30,091
Aerostar	10,801			15,139
Electronic Systems	19,120			19,477
Intersegment eliminations	(3,580		)	(2,291		)
Consolidated net sales	$	117,915		$	101,541
Operating income (loss)
Applied Technology	$	20,910		$	15,074
Engineered Films	9,179			4,129
Aerostar	(1,161		)	4,062
Electronic Systems	3,695			3,412
Intersegment eliminations	(31		)	12
Total reportable segment income	32,592			26,689
Administrative and general expenses	(4,160		)	(3,156		)
Consolidated operating income	$	28,432		$	23,533

Effective June 1, 2012, the company will realign the assets and team members of its Electronic Systems Division deploying them into the company's Aerostar and Applied Technology Divisions. This repositioning is expected to better align the company's corporate structure with its mission and long-term growth strategies. Approximately 75 percent of Electronic Systems net sales will go to Aerostar and the remaining balance, after adjustments to intersegment eliminations, to Applied Technology. After the realignment, the company will continue with its core growth divisions: Applied Technology, Engineered Films and Aerostar. The company's internal reporting (chief operating decision maker reports) will be changed to reflect this realignment during the second quarter of fiscal 2013. During the quarter ending July 31, 2012, the company will retrospectively adjust its segment information for all periods presented to reflect this change in segment reporting.

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Document and Entity Information	3 Months Ended
	Apr. 30, 2012	May 29, 2012
Document Information [Line Items]
Entity Registrant Name	RAVEN INDUSTRIES INC
Entity Central Index Key	0000082166
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Apr. 30, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		18,136,822

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Net Income per Share (Tables)

3 Months Ended

Apr. 30, 2012

Net Income Per Share [Abstract]

Schedule of calculation of numerator and denominator in earnings per share

Details of the computation are presented below:

	Three Months Ended
	April 30, 2012		April 30, 2011
Numerator:
Net income attributable to Raven Industries, Inc.	$	19,043	$	15,716
Denominator:
Weighted average common shares outstanding	18,122		18,075
Weighted average stock units outstanding	25		27
Denominator for basic calculation	18,147		18,102
Weighted average common shares outstanding	18,122		18,075
Weighted average stock units outstanding	25		27
Dilutive impact of stock options and restricted units	114		110
Denominator for diluted calculation	18,261		18,212
Net income per share - basic	$	1.05	$	0.87
Net income per share - diluted	$	1.04	$	0.86

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Consolidated Statements of Income and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Consolidated Statements of Income [Abstract]
Net sales	$ 117,915	$ 101,541
Cost of sales	76,780	68,605
Gross profit	41,135	32,936
Research and development expenses	3,400	2,243
Selling, general and administrative expenses	9,303	7,160
Operating income	28,432	23,533
Other income (expense), net	(52)	(13)
Income before income taxes	28,380	23,520
Income taxes	9,357	7,804
Net income	19,023	15,716
Net (loss) attributable to the noncontrolling interest	(20)	0
Net income attributable to Raven Industries, Inc.	19,043	15,716
Net income per common share:
Basic	$ 1.05	$ 0.87
Diluted	$ 1.04	$ 0.86
Cash dividends paid per common share	$ 0.21	$ 0.18
Comprehensive income:
Net income	19,023	15,716
Other comprehensive income, net of tax:
Foreign currency translation	23	139
Postretirement benefits, net of income tax of $20 and 15, respectively	38	29
Other comprehensive income, net of tax	61	168
Comprehensive income	19,084	15,884
Comprehensive (loss) attributable to noncontrolling interest	(20)	0
Comprehensive income attributable to Raven Industries, Inc.	$ 19,104	$ 15,884

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Employee Retirement Benefits

3 Months Ended

Apr. 30, 2012

Employee Retirement Benefits [Abstract]

Employee Retirement Benefits

EMPLOYEE RETIREMENT BENEFITS

The components of net periodic benefit cost for postretirement benefits are as follows:

	Three Months Ended
	April 30, 2012		April 30, 2011
Service cost	$	47	$	30
Interest cost	84		84
Amortization of actuarial losses	58		32
Net periodic benefit cost	$	189	$	146

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Acquisitions of and Investments in Businesses and Technologies

3 Months Ended

Apr. 30, 2012

Business Combinations [Abstract]

Acquisitions and Investments in Businesses and Technologies

ACQUISITIONS OF AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES

During the first quarter of fiscal 2013, the company paid $1,841 in cash to the previous Ranchview owner for an early buyout of the outstanding acquisition related contingent liability related to future Ranchview sales. This resulted in a gain of $508 during the first quarter of fiscal 2012 which is included in Applied Technology operating income.

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Segment Reporting (Tables)

3 Months Ended

Apr. 30, 2012

Segment Reporting [Abstract]

Business segment net sales and operating income results

Business segment net sales and operating income results are as follows:

	Three Months Ended
	April 30, 2012			April 30, 2011
Net sales
Applied Technology	$	50,480		$	39,125
Engineered Films	41,094			30,091
Aerostar	10,801			15,139
Electronic Systems	19,120			19,477
Intersegment eliminations	(3,580		)	(2,291		)
Consolidated net sales	$	117,915		$	101,541
Operating income (loss)
Applied Technology	$	20,910		$	15,074
Engineered Films	9,179			4,129
Aerostar	(1,161		)	4,062
Electronic Systems	3,695			3,412
Intersegment eliminations	(31		)	12
Total reportable segment income	32,592			26,689
Administrative and general expenses	(4,160		)	(3,156		)
Consolidated operating income	$	28,432		$	23,533

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Selected Balance Sheet Information (Tables)

3 Months Ended

Apr. 30, 2012

Selected Balance Sheet Information [Abstract]

Components of selected balance sheet items

Following are the components of selected balance sheet items:

	April 30, 2012		January 31, 2012		April 30, 2011
Inventories:
Finished goods	$	7,688	$	7,094	$	7,916
In process	6,847		6,105		5,986
Materials	40,129		41,557		31,636
	$	54,664	$	54,756	$	45,538
Accrued liabilities:
Salaries and benefits	$	2,635	$	4,297	$	1,972
Vacation	4,584		4,387		3,504
401(k) contributions	555		966		228
Insurance obligations	2,887		2,789		3,134
Profit sharing	413		1,244		354
Warranties	1,792		1,699		1,631
Acquisition-related contingent consideration	6,658		3,266		266
Other	1,141		1,749		693
	$	20,665	$	20,397	$	11,782
Other liabilities:
Postretirement benefits	$	7,423	$	7,348	$	5,774
Acquisition-related contingent consideration	2,169		7,655		2,249
Deferred income taxes	3,944		4,518		102
Uncertain tax positions	5,395		4,946		4,512
	$	18,931	$	24,467	$	12,637

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Dividends and Stock Split

3 Months Ended

Apr. 30, 2012

Dividends [Abstract]

Dividends and Stock Split

DIVIDENDS AND STOCK SPLIT

Dividends paid during the three months ended April 30, 2012 was $3,806 or 21 cents per share. Dividends paid during the three months ended April 30, 2011 was $3,254 or 18 cents per share.

The company announced on May 23, 2012, that the board of directors approved a quarterly cash dividend of 21 cents per share, payable July 25, 2012 to shareholders of record on July 10, 2012.

On May 23, 2012, the Board of Directors declared a two-for-one split of the company's common stock to be effected in the form of a stock dividend. The record date for the stock dividend is July 10, 2012, with the shares distributed on July 25, 2012. Per share calculations and average shares outstanding for all reported periods will be retrospectively adjusted during the second quarter of fiscal 2013.

Pro forma basic and diluted earnings per share on a post stock split basis for the three months ended April 30, 2012 would both have been $0.52 per share. Pro forma basic and diluted earnings per share on a post stock split basis for the three months ended April 30, 2011 would both have been $0.43 per share.

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Warranties

3 Months Ended

Apr. 30, 2012

Product Warranty Costs [Abstract]

Warranties

WARRANTIES

Accruals necessary for product warranties are estimated based on historical warranty costs and average time elapsed between purchases and returns for each division. Additional accruals are made for any significant, discrete warranty issues. Changes in the warranty accrual were as follows:

	Three Months Ended
	April 30, 2012			April 30, 2011
Beginning balance	$	1,699		$	1,437
Accrual for warranties	820			807
Settlements made (in cash or in kind)	(727		)	(613		)
Ending balance	$	1,792		$	1,631

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Financing Arrangements

3 Months Ended

Apr. 30, 2012

Financing Arrangements [Abstract]

Financing Arrangements

FINANCING ARRANGEMENTS

Raven has an uncollateralized credit agreement providing a line of credit of $10,500 with a maturity date of September 1, 2012, bearing interest at the prime rate with a minimum rate of 4.00%. Letters of credit totaling $1,342 have been issued under the line, primarily to support self-insured workers' compensation bonding requirements. No borrowings were outstanding as of April 30, 2012, January 31, 2012 and April 30, 2011, and $9,158 was available at April 30, 2012.

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Share Based Compensation

3 Months Ended

Apr. 30, 2012

Share-based Compensation [Abstract]

Share Based Compensation

SHARE-BASED COMPENSATION

Stock Options

The company granted 76 non-qualified stock options during the three months ended April 30, 2012. Options are granted with exercise prices not less than market value at the date of grant. The stock options vest over a four-year period and expire after five- years. Options contain retirement and change in control provisions that may accelerate the vesting period. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The company uses historical data to estimate option exercise and employee termination within the valuation model. No stock options were granted during the three months ended April 30, 2011.

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:

	Three Months Ended
	April 30, 2012
Risk-free interest rate	0.86		%
Expected dividend yield	1.33		%
Expected volatility factor	49.65		%
Expected option term (in years)	3.75
Weighted average grant date fair value	$	21.91

Restricted Stock Units

During the three months ended April 30, 2012, the company granted 11 time vested and 25 performance based restricted stock units to employees under the 2010 Stock Incentive Plan. Time vested restricted stock units will vest, if at the end of the three- year period, the employee is still with the company. The performance based restricted stock units will vest if, at the end of the three-year performance period, the company has achieved certain performance goals and the individual remains employed by the company. The exact number of performance shares to be issued will vary from 0% to 150% of the target award, depending on the company's actual performance over the three-year period in comparison to the target award goal based on return on sales (ROS). Return on sales is defined as net income divided by net sales. Dividends are earned on the restricted stock units over the vesting period.

The fair value of a time vested restricted stock unit is measured based upon the closing market price of common stock as of the date of grant. The fair value of the restricted stock units on the grant date was $63.31.

Fair value is determined for the performance share awards based upon the closing market price of common stock as of the date of grant multiplied by the number of shares granted, which is determined by an estimated ROS target over the three year performance period. The number of units issued at the vesting date will be based on actual results. The fair value of the restricted stock units on the grant date was $63.31. The estimated performance of ROS used to estimate the number of shares expected to vest is evaluated at least quarterly.

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Share Based Compensation Weighted average assumptions by grant year (Details) (USD $)	3 Months Ended
	Apr. 30, 2012 number
Share-based Compensation [Abstract]
Risk-free interest rate	0.86%
Expected dividend yield	1.33%
Expected volatility factor	49.65%
Expected option term (in years)	3.75
Weighted average grant date fair value	$ 21.91

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Warranties (Tables)

3 Months Ended

Apr. 30, 2012

Product Warranty Costs [Abstract]

Warranties

Changes in the warranty accrual were as follows:

	Three Months Ended
	April 30, 2012			April 30, 2011
Beginning balance	$	1,699		$	1,437
Accrual for warranties	820			807
Settlements made (in cash or in kind)	(727		)	(613		)
Ending balance	$	1,792		$	1,631

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Net Income per Share Schedule of calculation of numerator and denominator in earnings per share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Numerator:
Net income attributable to Raven Industries, Inc.	$ 19,043	$ 15,716
Denominator:
Weighted average common shares outstanding	18,122	18,075
Weighted average stock units outstanding	25	27
Denominator for basic calculation	18,147	18,102
Weighted average common shares outstanding	18,122	18,075
Weighted average stock units outstanding	25	27
Dilutive impact of stock options and restricted units	114	110
Denominator for diluted calculation	18,261	18,212
Net income per share - basic	$ 1.05	$ 0.87
Net income per share - diluted	$ 1.04	$ 0.86

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Consolidated Statements of Income and Comprehensive Income Parenthetical (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 30, 2012	Apr. 30, 2011
Consolidated Statements of Income [Abstract]
Income taxes on postretirement benefits	$ 20	$ 15

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Selected Balance Sheet Information

3 Months Ended

Apr. 30, 2012

Selected Balance Sheet Information [Abstract]

Selected Balance Sheet Information

SELECTED BALANCE SHEET INFORMATION

Following are the components of selected balance sheet items:

	April 30, 2012		January 31, 2012		April 30, 2011
Inventories:
Finished goods	$	7,688	$	7,094	$	7,916
In process	6,847		6,105		5,986
Materials	40,129		41,557		31,636
	$	54,664	$	54,756	$	45,538
Accrued liabilities:
Salaries and benefits	$	2,635	$	4,297	$	1,972
Vacation	4,584		4,387		3,504
401(k) contributions	555		966		228
Insurance obligations	2,887		2,789		3,134
Profit sharing	413		1,244		354
Warranties	1,792		1,699		1,631
Acquisition-related contingent consideration	6,658		3,266		266
Other	1,141		1,749		693
	$	20,665	$	20,397	$	11,782
Other liabilities:
Postretirement benefits	$	7,423	$	7,348	$	5,774
Acquisition-related contingent consideration	2,169		7,655		2,249
Deferred income taxes	3,944		4,518		102
Uncertain tax positions	5,395		4,946		4,512
	$	18,931	$	24,467	$	12,637

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Selected Balance Sheet Information (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2012	Jan. 31, 2012	Apr. 30, 2011	Jan. 31, 2011
Inventories:
Finished goods	$ 7,688	$ 7,094	$ 7,916
In process	6,847	6,105	5,986
Materials	40,129	41,557	31,636
Inventories	54,664	54,756	45,538
Accrued liabilities:
Salaries and benefits	2,635	4,297	1,972
Vacation	4,584	4,387	3,504
401(k) contributions	555	966	228
Insurance obligations	2,887	2,789	3,134
Profit sharing	413	1,244	354
Warranties	1,792	1,699	1,631	1,437
Acquisition-related contingent consideration	6,658	3,266	266
Other	1,141	1,749	693
Accrued liabilities	20,665	20,397	11,782
Other liabilities:
Postretirement benefits	7,423	7,348	5,774
Acquisition-related contingent consideration	2,169	7,655	2,249
Deferred income taxes	3,944	4,518	102
Uncertain tax positions	5,395	4,946	4,512
Other liabilities	$ 18,931	$ 24,467	$ 12,637

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Employee Retirement Benefits (Tables)

3 Months Ended

Apr. 30, 2012

Employee Retirement Benefits [Abstract]

The components of net periodic benefit cost for postretirement benefits

The components of net periodic benefit cost for postretirement benefits are as follows:

	Three Months Ended
	April 30, 2012		April 30, 2011
Service cost	$	47	$	30
Interest cost	84		84
Amortization of actuarial losses	58		32
Net periodic benefit cost	$	189	$	146