e10vk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HjXRJyKhCqXd2AQa9HuDkPGUtPahG/6HbpyYQEPTYK5aGZlopJsyzSuySfy5M0XZ isH5D9YeEZo5lKOtjar4vQ== 0000950137-07-004922.txt : 20070330 0000950137-07-004922.hdr.sgml : 20070330 20070330163526 ACCESSION NUMBER: 0000950137-07-004922 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 24 CONFORMED PERIOD OF REPORT: 20070131 FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVEN INDUSTRIES INC CENTRAL INDEX KEY: 0000082166 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 460246171 STATE OF INCORPORATION: SD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07982 FILM NUMBER: 07733288 BUSINESS ADDRESS: STREET 1: 205 E 6TH ST STREET 2: PO BOX 5107 CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053362750 MAIL ADDRESS: STREET 1: P O BOX 5107 CITY: SIOUX FALLS STATE: SD ZIP: 57117-5107 10-K 1 c10747e10vk.htm ANNUAL REPORT e10vk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended January 31, 2007


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 number: 0-3136

RAVEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


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

205 E. 6th Street, P.O. Box 5107
Sioux Falls, South Dakota 57117- 5107
(Address of principal executive offices)

(605) 336-2750
(Registrant’s telephone number including area code)

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


Title of Each Class:		Name of Each Exchange on which Registered

Common Stock, $1 par value		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No

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

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 twelve months, and (2) has been subject to such filing requirements for the past ninety days. þ Yes o No

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

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

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

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

The aggregate market value of the registrant’s common stock held by non-affiliates at July 31, 2006 was approximately $476,871,941. The aggregate market value was computed by reference to the closing price as reported on the NASDAQ Global Select Market, $29.81, on July 31, 2006, which was as of the last business day of the registrant’s most recently completed second fiscal quarter. The number of shares outstanding on March 22, 2007 was 18,040,827.

DOCUMENTS INCORPORATED BY REFERENCE

The 2007 Annual Report to Shareholders is incorporated by reference into Parts I, II, and III to the extent described therein. The definitive proxy statement relating to the registrant’s Annual Meeting of Shareholders, to be held May 22, 2007, is incorporated by reference into Part III to the extent described therein.

TABLE OF CONTENTS


	Page
PART I

Item 1. Business		2
Item 1A. Risk Factors		5
Item 1B. Unresolved Staff Comments		7
Item 2. Properties		7
Item 3. Legal Proceedings		7
Item 4. Submission of Matters to a Vote of Security Holders		7

PART II

Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities		7
Item 6. Selected Financial Data		8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		8
Item 8. Financial Statements and Supplementary Data		8
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		8
Item 9A. Controls and Procedures		8
Item 9B. Other information		9

PART III

Item 10. Directors and Executive Officers of the Registrant		9
Item 11. Executive Compensation		10
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		10
Item 13. Certain Relationships and Related Transactions		10
Item 14. Principal Accounting Fees and Services		10

PART IV

Item 15. Exhibits, Financial Statement Schedule		10
Signatures		12

RAVEN INDUSTRIES, INC.
FORM 10-K
FISCAL YEAR ENDED JANUARY 31, 2007

Item 1. Business

General

Raven Industries, Inc. was incorporated in February 1956 under the laws of the State of South Dakota and began operations later that same year. Raven is an industrial manufacturer providing a variety of products to customers throughout North America. The company began operations as a manufacturer of high-altitude research balloons before diversifying into the industrial, agricultural, construction and military/aerospace markets. The company employs approximately 900 persons on active status and is headquartered at 205 E. Sixth Street, Sioux Falls, SD 57104 - telephone (605) 336-2750. The company’s Internet address is http//www.ravenind.com and its common stock trades on the NASDAQ under the symbol RAVN. The company has adopted a Code of Conduct applicable to all officers, directors, and employees and which is available on the website. Information on the company’s website is not part of this filing.

All reports (including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K) and proxy and information statements filed with the Securities and Exchange Commission (SEC) are available through a link from the company’s web site to the SEC web site. All such information is available as soon as reasonably practicable after it has been electronically filed. Filings can also be obtained free of charge by contacting the company, the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549, through its web site at http://www.sec.gov, or by calling the SEC at 1-800-SEC-0330.

The company has four business segments consisting of three Raven divisions and one subsidiary: Engineered Films Division, Flow Controls Division, Electronic Systems Division, and Aerostar International, Inc. (Aerostar). Many of the past and present product lines are an extension of technology and production methods developed in the original balloon business. Product lines have been grouped in these segments based on common technologies, production methods and raw materials; however, more than one business segment may serve each of the product markets identified above. Note 13 on page 42 of the company’s Annual Report to Shareholders, incorporated herein by reference, provides financial information concerning the business segments.

Following is a summary of company net sales by principal product categories (dollars in thousands):


	FY 2007		FY 2006		FY 2005
Pit lining film	$	29,307	$	20,991	$	13,112
Disaster film		9,880		11,447		9,415
Other plastic films		51,895		50,356		36,130
Agricultural flow control devices and accessories		41,855		42,895		37,004
Electronics manufacturing services		66,278		56,219		47,049
Parachute-related products		504		3,729		7,887
Uniforms and protective wear		6,396		6,117		6,822
Other		11,414		12,774		10,667

Total sales	$	217,529	$	204,528	$	168,086

Business Segments

Engineered Films

This segment produces rugged reinforced plastic sheeting for industrial, construction and agricultural applications.

The company’s sales force sells plastic sheeting to independent third-party distributors in each of the various markets it serves. The company extrudes a significant portion of the film converted for its commercial products and believes it is one of the largest sheeting converters in the United States. A number of suppliers of sheeting compete with Raven on both price and product availability. Engineered Films is the company’s most capital-intensive business segment, requiring regular investments in new extrusion capacity along with printers and conversion equipment. This segment’s capital expenditures were $13.3 million in fiscal 2007.

Flow Controls

Products in this segment are electronic speed and global positioning system (GPS)-based, location compensated application control products. They are used primarily for precision farming applications, as well as marine navigation. The company has developed new products for field location control and chemical injection. In February 2005, the company acquired the assets of Montgomery Industries, Inc., a privately-held Saskatchewan, Canada company, to expand its precision agriculture product base and its international presence.

Home office personnel sell flow control devices directly to original equipment manufacturers (OEMs) and independent third-party distributors. In fiscal 2004, the segment began expanding their marketing and distribution plans through on-site precision agriculture representatives in key geographic areas. The company’s competitive advantage in this segment is product reliability, ease of use, product availability and service after the sale.

Electronic Systems

The company has focused this segment’s capabilities in electronics manufacturing services (EMS) for commercial customers with a focus on high-mix, low-volume production. Assemblies manufactured by the Electronic Systems segment include avionics, communication, environmental controls, and other products where high quality is critical.

EMS sales are made in response to competitive bid requests by customers. The level and nature of competition varies with the type of product, but the company frequently competes with a number of EMS manufacturers on any given bid request. The markets in which the company participates are highly competitive, with customers having many suppliers to choose from.

Aerostar

Aerostar sells high altitude aerostats for public and commercial research, military parachutes, and specialty outerwear for security forces. The company is the originator of modern hot-air ballooning. Aerostar also manufactures other sewn and sealed products on a contract basis. It produces uniforms and protective wear for US government agencies as a subcontractor.

Sales are made in response to competitive bid requests. High-altitude research balloons are sold directly to public agencies (usually funded by the National Aeronautics and Space Administration) or commercial users. Aerostar is the only balloon supplier for high-altitude research in the United States.

Major Customer Information

Goodrich Corporation accounted for 10% of consolidated sales in fiscal 2007 and 14% of the company’s consolidated accounts receivable at January 31, 2007. Goodrich Corporation is a customer of the Electronic Systems segment. The loss of this account would adversely affect profitability; however, the company believes its relationship with this customer is strong.

Seasonal Working Capital Requirements

Some seasonal demand exists in Flow Control’s agricultural market. The Flow Controls Division builds product in the fall for winter/spring delivery. Certain sales to agricultural customers offer spring dating terms for late fall and early winter shipments. The resulting fluctuations in inventory and accounts receivable balances may require, and have required, seasonal short-term financing.

Financial Instruments

The principal financial instruments the company maintains are short-term investments and accounts receivable. The company believes that the interest rate, credit and market risks related to these accounts are not significant. The company manages the risks associated with these accounts through periodic reviews of the carrying value of assets and liabilities and establishment of appropriate allowances in connection with the company policies. The company does not use off balance sheet financing, except to enter into operating leases as described in Note 10 to the consolidated financial statements located on page 40 of the 2007 Annual Report to Shareholders incorporated herein by reference. As discussed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, the company uses derivative financial instruments to manage foreign currency risk. The use of these financial instruments has had no material effect on consolidated results of operations, financial condition, or cash flows.

Raw Materials

The company obtains a wide variety of materials from numerous vendors. Principal materials include numerous electronic components for the Electronic Systems and Flow Controls segments, various plastic resins for the Engineered Films segment and fabrics for the Aerostar segment. The Engineered Films segment experienced volatile resin prices in fiscal 2006 and 2007, but because it has few long-term sales contracts, price changes were passed on to customers. With the exception of plastic resin price volatility, the company has not experienced any significant shortages or other problems in purchasing raw materials to date, and alternative sources of supply are generally available. However, predicting future material shortages and the related potential impact on Raven is not possible.

Patents

The company owns a number of patents. However, Raven does not believe that its business, as a whole, is materially dependent on any one patent or related group of patents. It believes the successful manufacture and sale of its products generally depend more upon its technical expertise and manufacturing skills.

Research and Development

The business segments conduct ongoing research and development efforts. Most of the company’s research and development expenditures are directed toward new products in the Flow Controls segment. Total company research and development costs are disclosed in Note 1 to the Consolidated Financial Statements located on page 37 of the 2007 Annual Report to Shareholders incorporated herein by reference.

Environmental Matters

Except as described below, the company believes that, in all material respects, it is in compliance with applicable federal, state and local environmental laws and regulations. Expenditures relating to compliance for operating facilities incurred in the past have not significantly affected the company’s capital expenditures, earnings or competitive position.

In connection with the sale of substantially all of the assets of the company’s Glasstite, Inc. subsidiary in fiscal 2000, the company has agreed to assume responsibility for the investigation and remediation of any pre-October 29, 1999 environmental contamination at the company’s Glasstite pickup-truck topper facility in Dunnell, Minnesota as required by the Minnesota Pollution Control Agency (MPCA) or the United States Environmental Protection Agency (EPA).

Also, in connection with the sale of substantially all of the assets of the company’s Plastic Tank Division in fiscal 2001, the company has agreed to assume responsibility for the investigation and remediation of any pre-August 28, 2000 environmental contamination at the property located at 1813 E Avenue, Sioux Falls, S.D. in accordance with the South Dakota Department of Environment and Natural Resources (DENR).

The company and the purchasers of the company’s Glasstite subsidiary and Plastic Tank Division have conducted environmental assessments of the properties used in these businesses. Although these assessments continue to be evaluated by the MPCA and DENR, respectively, on the basis of the data available, there is no reason to believe that any activities which might be required as a result of the findings of the assessments will have a material effect on the company’s results of operations, financial position or cash flows. The company had $109,000 accrued at January 31, 2007, its best estimate of probable costs to be incurred related to these matters.

Backlog

As of February 1, 2007, the company’s backlog of firm orders totaled $44.2 million. Backlog amounts as of February 1, 2006 and 2005 were $43.6 million and $43.6 million, respectively.

Employees

As of January 31, 2007, the company had approximately 910 employees, 900 in an active status. Following is a summary of active employees by segment: Electronic Systems — 295; Flow Controls - 215; Engineered Films – 170; Aerostar — 170; Administration — 50. Management believes its employee relations are satisfactory.

Item 1A. Risk Factors

Forward-Looking Statements

Certain statements contained in this report 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 the company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, there is no assurance that such assumptions are correct or that these expectations will be achieved. Such 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, which could affect certain of the company’s primary markets, such as agriculture and construction, or changes in competition, raw material availability, technology or relationships with the company’s largest customers, any of which could adversely impact any of the company’s product lines, as well as other risks described in this report under Item 1A. The foregoing list is not exhaustive and the company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements.

Risks Relating to the Company

The company operates in markets that involve significant risks, many of which are beyond the company’s control. Based on current information, the company believes that the following identifies the most significant risk factors that could affect its businesses. However, the risks and uncertainties the company faces are not limited to those discussed below. There could be other unknown or unpredictable economic, business, competitive or regulatory factors, including factors that the company currently believes to be immaterial, that could have material adverse effects on the company’s financial position, liquidity, and results of operations. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Weather conditions could affect certain of the company’s markets such as agriculture and construction.

The company’s Flow Controls Division is largely dependent on the ability of farmers and growers to purchase the agricultural equipment that includes its products. If such growers and farmers experience adverse weather conditions resulting in poor growing conditions, particularly in North America, they may be less likely to purchase agricultural equipment. Accordingly, poor weather conditions may adversely affect sales in the Flow Controls Division.

Poor weather conditions can also adversely affect sales in the company’s Engineered Films Division. To the extent weather conditions curtail construction activity, sales of the segment’s plastic sheeting will likely decrease.

Price fluctuations in and shortages of raw materials could have a significant impact on the company’s ability to sustain and grow earnings.

The company’s Engineered Films Division (EFD) consumes significant amounts of plastic resin, the costs of which primarily reflect market prices for natural gas. These prices are subject to worldwide supply and demand as well as other factors beyond the control of the company. Although EFD is sometimes able to pass such price increases to its customers, significant variations in the cost of plastic resins can affect the company’s operating results from period to period. Unusual supply disruptions, such as caused by a natural disaster, could cause suppliers to invoke “force majure” clauses in their supply agreements, causing shortages of material. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. If the company is not able to fully offset the effects of material availability and costs, financial results could be adversely affected.

Electronic components, used by both the Flow Controls Division and Electronic Systems Division, are sometimes in short supply, impacting their ability to meet customer demand.

Failure to develop and market new technologies and products could impact the company’s competitive position and have an adverse affect on the company’s financial results.

The company’s operating results in its Flow Controls and to a lesser extent, its Engineered Films and Aerostar segments are largely dependent on the ability to renew the pipeline of new products and to bring those products to market. This ability could be adversely affected by difficulties or delays in product development such as the inability to identify viable new products, successfully complete research and

development, obtain relevant regulatory approvals, obtain intellectual property protection, or gain market acceptance of new products and services. Because of the lengthy development process, technological challenges and intense competition, there can be no assurance that any of the products the company is currently developing, or could begin to develop in the future, will achieve substantial commercial success. In addition, sales of the company’s new products could replace sales of some of its current products, offsetting the benefit of even a successful product introduction.

The company’s Electronic Systems Division is dependent on a small number of customers.

The company’s Electronic Systems Division (ESD) is dependent on a small number of customers with the top two customers together representing over 60% of ESD sales. Accordingly, the ESD segment is dependent on the continued growth, viability and financial stability of its customers, which consist of original equipment manufacturers of avionics, consumer and hospital beds, global positioning systems (GPS) and secure telecommunication equipment. Future sales are dependent on the success of the company’s customers, some of which operate in businesses associated with rapid technological change and consequent product obsolescence. Developments adverse to major customers or their products, or the failure of a major customer to pay for components or services, could have an adverse effect on the performance of ESD.

Further, ESD competes against many providers of electronics manufacturing services. Certain competitors have substantially greater resources and more geographically diversified international operations than ESD. This segment may also be at a competitive disadvantage with respect to price when compared to manufacturers with lower cost structures, particularly those with more offshore facilities located where labor and other costs are lower. The company also faces competition from the manufacturing operations of current and future customers, who are continually evaluating the merits of manufacturing products internally against the advantages of outsourcing to electronics manufacturing services providers. Accordingly, to compete effectively, ESD must continue to provide technologically advanced manufacturing services, maintain strict quality standards, respond flexibly and rapidly to customers’ design and schedule changes and deliver products globally on a reliable basis at competitive prices. Customers may cancel their orders, change production quantities or delay production. Start-up costs and inefficiencies related to new or transferred programs can adversely affect operating results and such costs may not be recoverable if such new programs or transferred programs are cancelled.

The company’s Aerostar segment depends on the US government for a significant portion of its sales creating uncertainty in the timing of and funding for projected contracts.

In the past three years, a significant portion of Aerostar’s sales were to the US government or US government agencies as a prime or sub-contractor. Government spending has historically been cyclical. A decrease in US government defense or near-space research spending or changes in spending allocation could result in one or more of the company’s programs being reduced, delayed or terminated. Reductions in the company’s existing programs, unless offset by other programs and opportunities, could adversely affect its ability to sustain and grow its future sales and earnings. The company’s US government sales are funded by the federal budget, which operates on an October-to-September fiscal year. Changes in congressional schedules, negotiations for program funding levels or unforeseen world events can interrupt the funding for a program or contract. Funds for multi-year contracts can be changed in subsequent years in the appropriations process.

In addition, the US government has increasingly relied on indefinite delivery, indefinite quantity (IDIQ) contracts and other procurement vehicles that are subject to a competitive bidding and funding process even after the award of the basic contract, adding an additional element of uncertainty to future funding levels. Delays in the funding process or changes in funding can impact the timing of available funds or can lead to changes in program content or termination at the government’s convenience. The loss of anticipated funding or the termination of multiple or large programs could have an adverse effect on the company’s future sales and earnings.

The company derives a portion of its revenues from foreign markets, which subjects the company to risk of changes in government policies and laws or worldwide economic conditions.

The company’s sales outside the US were $19 million in fiscal 2007. The company’s financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of US and non-US governments, agencies and similar organizations. These conditions include but are not limited to changes in a country’s or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and other trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced sales and reduced profitability associated with such sales.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The company maintains the following properties in connection with its operations, all of which the company owns, unless indicated otherwise:


	Square			Business
Location	Feet		Function	Segments
Sioux Falls, SD		150,000	Corporate office; electronics manufacturing	All
		131,000	Plastic sheeting manufacturing	Engineered Films
		73,000	Warehouse	Engineered Films
		59,000	Plastic sheeting and hot-air balloon manufacturing	Engineered Films; Aerostar
		31,000	Warehouse and offices	Engineered Films
		27,000	Offices and material handling facility	Aerostar
		25,000	Inflatable manufacturing	Aerostar
		24,000	Electronics manufacturing	Electronic Systems
		10,000	Machine shop	Flow Controls
		8,000	Training and product development facility	Flow Controls
Sulphur Springs, TX		64,000	Research balloon manufacturing	Aerostar
Springfield, OH		30,000	Warehouse	Engineered Films
Huron, SD		24,000	Sewing plant	Aerostar
St. Louis, MO		24,000	Electronics manufacturing	Electronic Systems
Madison, SD		20,000	Sewing plant	Aerostar
Austin, TX		*12,000	Product development facility	Flow Controls
Stockholm, SK		*7,000	Warehouse	Flow Controls


*		Leased

Most of the company’s manufacturing plants also serve as distribution centers and contain offices for sales, engineering and manufacturing support staff. The company believes that its properties are, in all material respects, in good condition and are adequate to meet existing production needs. The company owns 6.95 acres of undeveloped land adjacent to the other owned property in Sioux Falls, which is available for expansion.

Item 3. Legal Proceedings

The company is responsible for investigation and remediation of environmental contamination at two of its sold facilities (see “Item 1, Business — Environmental Matters”). In addition, the company is involved as a defendant in lawsuits, claims or disputes arising in the normal course of its business. The potential costs and liability 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 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted during the fourth quarter to a vote of security holders of the company.

Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Incorporated by reference to pages 30 (Quarterly Information), 16-17 (Eleven-year Financial Summary), and inside back cover of the 2007 Annual Report to Shareholders.

Repurchases of the company’s common stock during the fourth quarter of fiscal 2007 were as follows:


							Max. # (or approx $
					Total # shares		value of shares
					purchased as part		that may yet be
					of Publicly		purchased under the
Period	Total Number		Average price		Announced Plan		Plans
November 2006		6,000	$	27.80		6,000	$	1,333,230
December 2006		27,047	$	27.21		27,047	$	597,345
January 2007		11,000	$	26.35		11,000	$	307,505

Total Fourth Quarter		44,047	$	27.07		44,047

Under resolutions from the Board of Directors, dated November 20, 2006 and March 17, 2007, the company has authority to repurchase up to $1.5 million of stock on the open market. The Board of Directors has renewed these authorizations quarterly; there is no assurance the Board will continue this practice.

Item 6. Selected Financial Data

Incorporated by reference to pages 16-17 of the company’s 2007 Annual Report to Shareholders.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Incorporated by reference to pages 19-29 of the company’s 2007 Annual Report to Shareholders.

Item 7A. 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. 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 US 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 US 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 interest income and other, net in the Consolidated Statements of Income. Foreign currency fluctuations had no material effect on the company’s financial condition, results of operations or cash flows.

Item 8. Financial Statements and Supplementary Data

Incorporated by reference to pages 32-43 of the company’s 2007 Annual Report to Shareholders.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

As of January 31, 2007, 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 January 31, 2007.

Management’s Report on Internal Control Over Financial Reporting

The company included a report from its management concerning its internal control over financial reporting on page 31 of its 2007 Annual Report to Shareholders, which is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There were no changes in the company’s internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2007, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

Item 9B. Other Information

Not applicable.

Item 10. Directors, Executive Officers, and Corporate Governance

Incorporated by reference to the sections entitled “Election of Directors,” “Board of Directors and Committees,” “Corporate Governance,” and “Other Matters” within the company’s Proxy Statement relating to its 2007 Annual Meeting of Shareholders.

Executive Officers


Name	Age		Position
Ronald M. Moquist		61	President and Chief Executive Officer
Thomas Iacarella		53	Vice President and Chief Financial Officer
David R. Bair		50	Division Vice President and General Manager — Electronic Systems Division
James D. Groninger		48	Division Vice President and General Manager — Engineered Films Division
Barbara K. Ohme		59	Vice President — Administration
Daniel A. Rykhus		42	Executive Vice President, General Manager — Flow Controls Division
Mark. L. West		53	President — Aerostar International, Inc.

Each of the above executive officers serves at the pleasure of the Board of Directors on a year-to-year basis.

Mr. Moquist joined Raven in 1975 as Sales and Marketing Manager, served as the company’s Executive Vice President from 1985 through 2000, and has been the company’s President and Chief Executive Officer since 2000.

Mr. Iacarella joined Raven in 1991 as Corporate Controller and has been the company’s Chief Financial Officer, Secretary and Treasurer since 1998. Prior to joining the company, he held positions with Tonka Corporation and the accounting firm now known as Ernst & Young.

Mr. Bair joined Raven in 1999 as Division Vice President and General Manager of the Electronic Systems Division.

Mr. Groninger joined Raven in 1995 as Manager of Glasstite, Inc. and has been Division Vice President and General Manager of the Engineered Films Division since 2004.

Ms. Ohme joined Raven in 1987 as Employment Manager and has been the company’s Vice President of Administration since 2004.

Mr. Rykhus joined Raven in 1990 as Director of World Class Manufacturing and has been the company’s Executive Vice President and General Manager of the Flow Controls Division since 2004.

Mr. West joined Raven in 1982 as a project engineer and has been the President of Aerostar International, Inc. since 1986.

Item 11. Executive Compensation

Incorporated by reference to the sections entitled “Executive Compensation” and “Non-management Director Compensation” within the company’s Proxy Statement relating to its 2007 Annual Meeting of Shareholders.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Incorporated by reference to the section entitled “Ownership of Common Stock” within the company’s Proxy Statement relating to its 2007 Annual Meeting of Shareholders.

The remaining information called for by this item relating to “Securities Authorized for Issuance under Equity Compensation Plans” is incorporated by reference to Note 11 on pages 40 and 41 of the company’s 2007 Annual Report to Shareholders.

Item 13. Certain Relationships and Related Transactions

Incorporated by reference to the section entitled “Election of Directors,” contained in the company’s Proxy Statement relating to its 2007 Annual Meeting of Shareholders.

Item 14. Principal Accounting Fees and Services

Incorporate by reference to the section entitled “Independent Registered Public Accounting Firm Fees,” contained in the company’s Proxy Statement relating to its 2007 Annual Meeting of Shareholders.

Item 15. Exhibits, Financial Statement Schedule

(a) Consolidated Financial Statements and Schedule

Incorporated by reference from the attached exhibit containing the 2007 Annual Report to Shareholders:

Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Consolidated Statements of Cash Flows
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm

Included in Part II:

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable or not required.

(b) Exhibits


Exhibit
Number		Description
2(a)		Asset Purchase Agreement dated February 17, 2005 by and among Raven Industries, Montgomery Industries and others (incorporated by reference to Exhibit 2(a) of the company’s Form 10-K for the year ended January 31, 2005).

3(a)		Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.*

3(b)		Bylaws of Raven Industries, Inc.*

3(c)		Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the bylaws of Raven Industries, Inc. *

10(a)		Employment Agreement between Raven Industries, Inc. and Daniel Rykhus dated as of April 1, 2004 (incorporated by reference to Exhibit 10(a) of the company’s Form 10-Q for the quarter ended April 30, 2004). †

10(b)		Employment Agreement between Raven Industries, Inc. and David R. Bair dated as of February 1, 2004. †

10(c)		Employment Agreement between Raven Industries, Inc. and James D. Groninger dated as of February 1, 2004. †

10(d)		Employment Agreement between Raven Industries, Inc. and Mark L. West dated as of February 1, 2004. †

10(e)		Employment Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of February 1, 2004.†**

10(f)		Employment Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of February 1, 2004. †**

10(g)		Schedule A to Employment Agreements between Raven Industries, Inc. and Ronald M. Moquist and Thomas Iacarella dated as of February 1, 2004. †**

10(h)		Employment Agreement between Raven Industries, Inc. and Barbara Ohme dated as of February 1, 2004. †**

10(i)		Change in Control Agreement between Raven Industries, Inc. and each of the following officers and key employees:
		Ronald M. Moquist, Thomas Iacarella, Daniel A. Rykhus, David R. Bair, James D. Groninger, Barbara K. Ohme, and Mark L. West dated as of January 31, 2007 (incorporated by reference to Exhibit 10.1 of the company’s 8-K filed February 2, 2007). †

10(j)		Trust Agreement between Raven Industries, Inc. and Norwest Bank South Dakota, N.A. dated April 26, 1989. *

10(k)		Raven Industries, Inc. 2000 Stock Option and Compensation Plan adopted May 24, 2000 (incorporated by reference to Exhibit A to the company’s definitive Proxy Statement filed April 19, 2000).†

10(l)		Raven Industries, Inc. Deferred Compensation Plan for Directors adopted May 23, 2006 (incorporated by reference to Exhibit 10.1 to the company’s 8-K filed May 24, 2006).†

13		2007 Annual Report to Shareholders (only those portions specifically incorporated herein by reference shall be deemed filed with the Commission).

21		Subsidiaries of the Registrant.

23		Consent of Independent Registered Public Accounting Firm.

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 pursuant to Section 906 of Sarbanes-Oxley Act.

32.2		Certification pursuant to Section 906 of Sarbanes-Oxley Act.


†		Management contract or compensatory plan or arrangement.

*		Incorporated by reference to corresponding Exhibit Number of the company’s Form 10-K for the year ended January 31, 1989.

**		Incorporated by reference to corresponding Exhibit Number of the company’s Form 10-K for the year ended January 31, 2004.

SIGNATURES

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


	RAVEN INDUSTRIES, INC. (Registrant)
March 30, 2007	By:	/S/ Ronald M. Moquist
Date		Ronald M. Moquist
		President and Chief Executive Officer (Principal Executive Officer and Director)

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


March 30, 2007		/S/ Ronald M. Moquist

Date		Ronald M. Moquist
		President and Chief Executive Officer (Principal Executive Officer and Director)

March 30, 2007		/S/ Thomas Iacarella

Date		Thomas Iacarella
		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Directors:

March 30, 2007		/S/ Conrad J. Hoigaard

Date		Conrad J. Hoigaard

March 30, 2007		/S/ Anthony W. Bour

Date		Anthony W. Bour

March 30, 2007		/S/ David A. Christensen

Date		David A. Christensen

March 30, 2007		/S/ Thomas S. Everist

Date		Thomas S. Everist

March 30, 2007		/S/ Mark E. Griffin

Date		Mark E. Griffin

March 30, 2007		/S/ Cynthia H. Milligan

Date		Cynthia H. Milligan

Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule

To the Board of Directors and Shareholders of Raven Industries, Inc.:

Our audits of the consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated March 22, 2007 appearing in the 2007 Annual Report to Shareholders of Raven Industries, Inc. (which report, consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 22, 2007

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

for the years ended January 31, 2007, 2006 and 2005

(Dollars in thousands)


Column A	Column B		Column C			Column D		Column E
			Additions
	Balance at		Charged to		Charged to	Deductions
	Beginning		Costs and		Other	From		Balance at
Description	of Year		Expenses		Accounts	Reserves (1)		End of Year
Deducted in the balance sheet from the asset to which it applies:
Allowance for doubtful accounts:
Year ended January 31, 2007	$	257	$	40	None	$	39	$	258

Year ended January 31, 2006	$	265	$	78	None	$	86	$	257

Year ended January 31, 2005	$	265	$	34	None	$	34	$	265

Note:

(1) Represents uncollectible accounts receivable written off during the year, net of recoveries.

EX-10.(B) 2 c10747exv10wxby.htm EMPLOYMENT AGREEMENT WITH DAVID BAIR exv10wxby

EXHIBIT 10(b)

RAVEN INDUSTRIES, INC.
EMPLOYMENT AGREEMENT FOR
SENIOR MANAGEMENT

AGREEMENT dated as of February 1, 2004, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and David R. Bair, (the “Executive”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that Executive’s contribution to the growth and success of the Company and its subsidiaries has been substantial; and

WHEREAS, the Board has determined that it is appropriate to memorialize in writing the terms and conditions of Executive’s employment and Executive’s entitlement to certain benefits upon his retirement;

NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained and in further consideration of services performed and to be performed by Executive for the Company, the parties agree as follows:

1. Employment. Executive shall continue in the employ of the Company in an executive capacity, with such duties, powers and authority as are assigned to Executive from time to time by the Board.

2. Term. This Agreement shall commence on the date first above written and, except as otherwise provided in paragraph 7, shall continue in effect until terminated by either the Company or Executive on 30 days’ advance written notice, either with or without any reason. Except for such 30-day notice requirement, nothing contained in this Agreement shall affect the Company’s ability to terminate Executive’s employment with or without any reason notwithstanding the preceding. Termination of this Agreement shall not terminate Executive’s benefits or the Executive’s right to benefits under paragraph 4 or 5 if, at the date of termination, Executive has either (i) attained age 65 or (ii) the sum of Executive’s age (as of his nearest birthday) and years of service with the company (to the nearest whole year) equal 80 or more.

3. Compensation. As full compensation for his services under this Agreement, Executive shall receive such Compensation as determined by the Board, and Executive shall be eligible for such fringe benefits as are provided generally to all Senior Managers of the Company. The fringe benefits provided at the date of this Agreement are listed on Schedule A, attached hereto and made a part hereof. The Company may change or terminate any fringe benefit from time to time while Executive is employed, so long as the change affects all Senior Managers.

4. Benefits on Termination in Certain Cases. If at the date Executive terminates employment with the Company, Executive has either (i) attained age 65 or (ii) the sum of Executive’s age (as of his nearest birthday) and years of service with the Company (to the nearest whole year) equal 80 or more, Executive shall be entitled, at the Company’s expense, to the following benefits in addition to any retirement benefits to which Executive may be entitled under any qualified or non-qualified retirement plan maintained by the Company:

(a) Until the later to die of Executive or his spouse, continuation of coverage under the Company’s group hospital, medical and dental plans (“Medical Plan”) for himself, his spouse and eligible dependents (“Covered Group”); provided that if Executive and his spouse are divorced, the benefits for such spouse shall be discontinued; and further provided that if such spouse remarries after the death of Executive, such coverage shall continue for such spouse after the date of remarriage only if the spouse pays to the Company the group premium for such coverage. Prior to a member of the Covered Group becoming eligible for Medicare, the benefits to which that member of the Covered Group is entitled shall be at least equal to the benefits to which that member of the Covered Group would have been entitled under the Medical Plan as if Executive’s had not separated from service. Upon eligibility of a member of the Covered Group for Medicare, coverage provided by Medicare shall be primary and the Medical Plan shall provide additional benefits such that the total benefits (i.e., Medicare and the Medical Plan) are at least equal to the benefits that members of the Covered Group would have been entitled under the Medical Plan at Executive’s separation from service.

(b) Until the death of the last to die of Executive or his spouse, payment of uninsured medical expenses (including, but not limited to any deductibles and coinsurance) for Executive, his spouse and his eligible dependents up to an annual limit of 3.5% of Executive’s highest annual compensation (salary and bonus) during any one of his last five calendar years of employment; provided that if Executive and his spouse are divorced, or if such spouse remarries after the death of Executive, such coverage shall be discontinued for such spouse. The medical

expenses to be covered and the timing of payment of such medical expenses shall be based on the terms of the Raven Industries, Inc. Executive Supplemental Medical Plan as in effect at the date of Executive’s separation from service. If such plan is not in effect at the date of Executive’s separation from service and has not been replaced by a similar plan, medical expenses reimbursed shall be those expenses that would be deductible under Section 213 of the Internal Revenue Code of 1986 as in effect at the date of this Agreement (without regard to any provisions making such expenses deductible only to the extent they exceed a percentage of adjusted gross income), and all such expenses shall be paid or reimbursed within 15 days after presentation of invoices.

5. Limitation on Amendment or Termination. If for any reason after the date of Executive’s retirement, Executive is not permitted to participate in any of the plans or programs referred to in paragraph 4, or if any such plans or programs are amended to provide lesser benefits or are terminated, the Company, at its sole expense, shall arrange to provide Executive with benefits substantially similar to those to which Executive would otherwise have been entitled but for such amendment or termination.

6. Termination For Cause. Notwithstanding paragraphs 2, 4 and 5, if the Company discharges Executive “For Cause”(as defined below) the Company shall not be required to provide 30 days’ advance written notice of termination and the Company may elect, in its discretion, not to pay the benefits provided under paragraphs 4 and 5. A discharge shall be considered “For Cause” if Executive is terminated from employment for willful misconduct that materially injures or causes a material loss to the Company and a material benefit to Executive or third parties, as for example, by embezzlement, appropriation of corporate opportunity, conversion of tangible or intangible corporate property or the making of agreements with third parties in which Executive or anyone related to or associated with him has a direct or indirect interest. The term “For Cause” does not include a termination occasioned by ill-advised good faith judgment or negligence in connection with the Company’s business.

7. Confidentiality. So long as Executive is employed and thereafter so long as Executive is entitled to and is receiving the benefits to which he is entitled under paragraphs 4 and 5, he may not either directly or indirectly, except in the course of carrying out the business of the Company or as authorized in writing on behalf of the Company, disclose or communicate to any person, individual, firm or corporation, any information of any kind concerning any matters affecting or relating to the business of the Company or any of its subsidiaries, including without limitation, any of the customers, prices, sales, manner of operation, plans, trade secrets, processes, financial or other data of the Company or any of its subsidiaries, without regard to whether any or all of such information would otherwise be deemed confidential or material.

8. Non-Competition. So long as Executive is employed and thereafter so long as Executive is entitled to and is receiving the benefits to which he is entitled under paragraphs 4 and 5, he may not engage or participate directly or indirectly, either as principal, agent, employee, employer, consultant, stockholder, director, co-partner, or any other individual or representative capacity, in the conduct or management of, or own any stock or other proprietary interest in, any business that competes with the business of the Company or any subsidiary of the Company unless he has obtained prior written consent of the Board, except that Executive shall be free without such consent to make investments in any publicly-owned company so long as he does not become a controlling party in such company.

9. Consequences of Violation of Confidentiality of Non-Compete Provision. If the Company, in good faith, determines that Executive has violated paragraph 7 or 8 of this Agreement, then in addition to any remedy the Company may be entitled at law or in equity, it may discontinue payments under paragraphs 4 and 5 upon written notice to Executive of the violation of paragraph 7 or 8.

10. No Affect on Other Contractual Rights. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish Executive’s existing rights, or rights that would accrue solely as a result of the passage of time, under any benefit plan, change in control agreement or other contract, plan or arrangement.

11. Successors to the Corporation. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, “Company” means Raven Industries, Inc. and any subsidiary or successor or assign to its business or assets that otherwise becomes bound by the terms and provisions of this Agreement by operation of law. In such event, the Company shall pay or shall cause such employer to pay any amounts owed to Executive pursuant to this Agreement.

12. Agreement Binding. This Agreement shall inure to the benefit of and be enforceable by Executive’s spouse, personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive dies while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s spouse, devisee, legatee, or other designee or, if there is no such designee, to Executive’s estate.

13. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or when mailed by United States registered mail, return receipt requested, postage prepaid, as follows:


		If to the Company:		Raven Industries, Inc.
				P.O. Box 5107
				Sioux Falls, SD 57117-5107
				Attention: Ronald M. Moquist, President and CEO

		If to Executive:		David R. Bair

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

14. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and such officer of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provision or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of South Dakota.

15. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Fees and Expenses. The Company shall pay all fees and expenses (including reasonable attorney’s fees and costs) that Executive may incur as a result of the Company’s contesting the validity, enforceability or Executive’s interpretation of, or determinations under, this Agreement, regardless of whether the Company is successful in such contest.

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


	RAVEN INDUSTRIES, INC.
	By:	/s/ Ronald M. Moquist
		President and Chief Executive Officer


	EXECUTIVE:
	/s/ David R. Bair

EX-10.(C) 3 c10747exv10wxcy.htm EMPLOYEMENT AGREEMENT WITH JAMES GRONINGER exv10wxcy

EXHIBIT 10(c)

RAVEN INDUSTRIES, INC.
EMPLOYMENT AGREEMENT FOR
SENIOR MANAGEMENT

AGREEMENT dated as of February 1, 2004, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and James D. Groninger, (the “Executive”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that Executive’s contribution to the growth and success of the Company and its subsidiaries has been substantial; and

1. Employment. Executive shall continue in the employ of the Company in an executive capacity, with such duties, powers and authority as are assigned to Executive from time to time by the Board.


		If to the Company:		Raven Industries, Inc.
				P.O. Box 5107
				Sioux Falls, SD 57117-5107
				Attention: Ronald M. Moquist, President and CEO

		If to Executive:		James D. Groninger

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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


	RAVEN INDUSTRIES, INC.
	By:	/s/ Ronald M. Moquist
		President and Chief Executive Officer


	EXECUTIVE:
	/s/ James D. Groninger

EX-10.(D) 4 c10747exv10wxdy.htm EMPLOYMENT AGREEMENT WITH MARK WEST exv10wxdy

EXHIBIT 10(d)

RAVEN INDUSTRIES, INC.
EMPLOYMENT AGREEMENT FOR
SENIOR MANAGEMENT

AGREEMENT dated as of February 1, 2004, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and Mark L. West, (the “Executive”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that Executive’s contribution to the growth and success of the Company and its subsidiaries has been substantial; and

1. Employment. Executive shall continue in the employ of the Company in an executive capacity, with such duties, powers and authority as are assigned to Executive from time to time by the Board.


		If to the Company:		Raven Industries, Inc.
				P.O. Box 5107
				Sioux Falls, SD 57117-5107
				Attention: Ronald M. Moquist, President and CEO

		If to Executive:		Mark L. West

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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


	RAVEN INDUSTRIES, INC.
	By:	/s/ Ronald M. Moquist
		President and Chief Executive Officer


	EXECUTIVE:
	/s/ Mark L. West

EX-13 5 c10747exv13.htm 2007 ANNUAL REPORT TO SHAREHOLDERS exv13

ELEVEN-YEAR FINANCIAL SUMMARY


		For the years ended January 31
Dollars in thousands except per-share data	2007			2006			2005

OPERATIONS FOR THE YEAR
Net sales
Ongoing operations	$	217,529		$	204,528		$	168,086
Sold businesses^(a)		—			—			—
Total		217,529			204,528			168,086
Gross profit		54,882			53,231			43,200
Operating income
Ongoing operations		38,302			37,363			27,862
Sold businesses^(a)		—			(79	)		—
Total		38,302			37,284			27,862
Income before income taxes		38,835			37,494			27,955
Net income	$	25,441		$	24,262		$	17,891
Net income as % of sales		11.7	%		11.9	%		10.6	%
Net income as % of beginning equity		30.1	%		36.7	%		26.9	%
Cash dividends	$	6,507		$	5,056		$	15,298	^(b)
FINANCIAL POSITION
Current assets	$	73,219		$	71,345		$	61,592
Current liabilities		16,464			20,050			20,950
Working capital	$	56,755		$	51,295		$	40,642
Current ratio		4.45			3.56			2.94
Property, plant and equipment	$	36,264		$	25,602		$	19,964
Total assets		119,764			106,157			88,509
Long-term debt, less current portion		—			9			—
Shareholders’ equity	$	98,268		$	84,389		$	66,082
Long-term debt / total capitalization		0.0	%		0.0	%		0.0	%
Inventory turnover (CGS / year-end inventory)		5.8			5.4			5.4
CASH FLOWS PROVIDED BY (USED IN)
Operating activities	$	26,313		$	21,189		$	18,871
Investing activities		(18,664	)		(11,435	)		(7,631	)
Financing activities		(10,277	)		(6,946	)		(19,063	)
Increase (decrease) in cash and cash equivalents		(2,626	)		2,790			(7,823	)
COMMON STOCK DATA
Net income per share – basic	$	1.41		$	1.34		$	0.99
Net income per share – diluted		1.39			1.32			0.97
Cash dividends per share		0.36			0.28			0.85	^(b)
Book value per share		5.45			4.67			3.67
Stock price range during year
High	$	42.70		$	33.15		$	26.94
Low		25.46			16.54			13.08
Close	$	28.43		$	31.60		$	18.38
Shares outstanding, year-end (in thousands)		18,039			18,072			17,999
Number of shareholders, year-end		8,992			9,263			6,269
OTHER DATA
Price / earnings ratio		20.5			23.9			18.9
Average number of employees		884			845			835
Sales per employee	$	246		$	242		$	201
Backlog	$	44,237		$	43,619		$	43,646

All per-share, shares outstanding and market price data reflect the October 2004 two-for-one stock split, the January 2003 two-for-one stock split and the July 2001 three-for-two stock split. All other figures are as reported.

Price / earnings ratio is determined as closing stock price divided by net income per share – diluted.

Book value per share is computed by dividing total shareholders’ equity by the number of common shares and stock units outstanding.

(a) In fiscal 2003, 2001, and 2000, the company sold its Beta Raven Industrial Controls, Plastic Tank ,and Glasstite businesses, respectively.




2004			2003			2002			2001			2000			1999			1998			1997



$	142,727		$	119,589		$	112,018		$	113,360		$	107,862		$	108,408		$	104,489		$	101,869
	—			1,314			6,497			19,498			42,523			46,798			47,679			39,576
	142,727			120,903			118,515			132,858			150,385			155,206			152,168			141,445
	33,759			27,515			23,851			21,123			24,217			24,441			24,929			25,287

	21,981			16,861			13,788			7,417	^(c)		7,971			8,220			9,555			9,321
	(355	)		204			(613	)		3,331	^(d)		2,606	^(e)		1,453			1,007			2,650
	21,626			17,065			13,175			10,748			10,577			9,673			10,562			11,971
	21,716			17,254			13,565			10,924			10,503			9,649			12,540	^(f)		11,915
$	13,836		$	11,185		$	8,847		$	6,411	^(c)(d)	$	6,762	^(e)	$	6,182		$	8,062		$	7,688
	9.7	%		9.3	%		7.5	%		4.8	%		4.5	%		4.0	%		5.3	%		5.4	%
	23.8	%		21.5	%		18.4	%		11.8	%		10.9	%		10.0	%		14.2	%		15.6	%
$	3,075		$	2,563		$	2,371		$	2,399		$	2,895		$	2,944		$	2,709		$	2,367

$	55,710		$	49,351		$	45,308		$	51,817		$	55,371		$	60,279		$	57,285		$	56,696
	11,895			13,167			13,810			13,935			14,702			15,128			17,816			20,016
$	43,815		$	36,184		$	31,498		$	37,882		$	40,669		$	45,151		$	39,469		$	36,680
	4.68			3.75			3.28			3.72			3.77			3.98			3.22			2.83
$	15,950		$	16,455		$	14,059		$	11,647		$	15,068		$	19,563		$	19,817		$	18,142
	79,508			72,816			67,836			65,656			74,047			83,657			82,066			80,662
	57			151			280			2,013			3,024			4,572			1,128			3,181
$	66,471		$	58,236		$	52,032		$	47,989		$	54,519		$	62,293		$	61,563		$	56,729
	0.1	%		0.3	%		0.5	%		4.0	%		5.3	%		6.8	%		1.8	%		5.3	%
	6.5			4.4			5.0			5.9			5.2			4.9			4.8			4.5

$	19,732		$	12,735		$	18,496		$	9,441		$	10,375		$	8,326		$	9,274		$	7,088
	(4,352	)		(9,166	)		(13,152	)		9,752			6,323			(3,127	)		(4,979	)		(5,090	)
	(6,155	)		(5,830	)		(8,539	)		(14,227	)		(16,326	)		(2,714	)		(4,884	)		(2,363	)
	9,225			(2,261	)		(3,195	)		4,966			372			2,485			(589	)		(365	)

$	0.77		$	0.61		$	0.48		$	0.31		$	0.26		$	0.22		$	0.28		$	0.27
	0.75			0.60			0.47			0.31			0.26			0.22			0.28			0.27
	0.17			0.14			0.13			0.12			0.11			0.10			0.09			0.08
	3.68			3.21			2.82			2.53			2.32			2.21			2.13			1.96

$	15.23		$	9.20		$	5.88		$	3.48		$	3.04		$	3.79		$	4.29		$	3.92
	7.56			4.38			3.02			1.88			2.25			2.54			3.27			2.67
$	14.11		$	7.91		$	5.64		$	3.04		$	2.40		$	2.67		$	3.77		$	3.75
	18,041			18,133			18,424			18,956			23,496			28,164			28,944			29,016
	3,560			2,781			2,387			2,460			2,749			3,014			3,221			3,011

	18.8			13.2			12.1			9.8			9.2			12.4			13.7			13.9
	787			784			858			1,082			1,369			1,507			1,573			1,454
$	181		$	154		$	138		$	123		$	110		$	103		$	97		$	97
$	47,120		$	42,826		$	33,834		$	38,239		$	44,935		$	47,431		$	47,154		$	38,102


(b)	Includes a special dividend of $.625 per share that was paid during the second quarter of fiscal 2005.

(c)	Includes $2.6 million of business repositioning charges, net of gains on plant sales, primarily in Electronic Systems and Aerostar.

(d)	Includes the $3.1 million pretax gain ($1.4 million net of tax) on the sale of the company’s Plastic Tank Division.

(e)	Includes the $1.2 million pretax gain ($764,000 net of tax) on the sale of assets of the company’s Glasstite subsidiary.

(f)	Includes the $1.8 million pretax gain ($1.2 million net of tax) on the sale of an investment in an affiliate.

RAVEN2007ANNUALREPORT

BUSINESS SEGMENTS


	For the years ended January 31
Dollars in thousands	2007			2006			2005			2004			2003			2002

ENGINEERED FILMS DIVISION
Sales	$	91,082		$	82,794		$	58,657		$	42,636		$	35,096		$	35,796
Operating income		23,440			19,907			15,739			10,563			10,030			8,257
Assets		41,988			33,512			25,181			15,941			17,244			13,691
Capital expenditures		13,266			7,359			3,960			712			4,080			3,178
Depreciation & amortization		2,887			2,436			1,403			1,611			1,475			1,001

FLOW CONTROLS DIVISION
Sales	$	45,515		$	47,506		$	40,726		$	35,059		$	28,496		$	23,178
Operating income		10,111			13,586			10,516	^(b)		8,254			6,897			5,509	^(d)
Assets		27,629			30,047			23,701			19,304			21,483			20,313
Capital expenditures		577			938			1,372			341			729			677
Depreciation & amortization		1,142			1,085			876			1,004			948			443

ELECTRONIC SYSTEMS DIVISION
Sales	$	66,278		$	56,219		$	47,049		$	44,307		$	38,589		$	32,289
Operating income		10,850			8,916			4,492			5,797			4,022			2,264
Assets		25,175			20,191			17,382			14,975			14,528			13,910
Capital expenditures		1,357			1,612			1,201			841			395			774
Depreciation & amortization		1,086			871			880			850			978			1,101

AEROSTAR
Sales	$	14,654		$	18,009		$	21,654		$	20,725		$	17,408		$	20,755
Operating income		707			2,133			3,609			3,092	^(c)		1,012			2,907	^(e)
Assets		8,161			6,837			7,492			7,756			7,032			7,150
Capital expenditures		812			179			542			1,130			570			256
Depreciation & amortization		375			359			389			436			374			347

REPORTABLE SEGMENTS TOTAL
Sales	$	217,529		$	204,528		$	168,086		$	142,727		$	119,589		$	112,018
Operating income		45,108			44,542			34,356	^(b)		27,706	^(c)		21,961			18,937	^(d,e)
Assets		102,953			90,587			73,756			57,976			60,287			55,064
Capital expenditures		16,012			10,088			7,075			3,024			5,774			4,885
Depreciation & amortization		5,490			4,751			3,548			3,901			3,775			2,892

CORPORATE & OTHER^(a)
Sales from sold businesses	$	—		$	—		$	—		$	—		$	1,314		$	6,497
Operating income (loss) from sold businesses		—			(79	)		—			(355	)		204			(613	)
Operating (loss) from administrative expenses		(6,806	)		(7,179	)		(6,494	)		(5,725	)		(5,100	)		(5,149	)
Assets		16,811			15,570			14,753			21,532			12,529			12,772
Capital expenditures		510			270			466			306			259			209
Depreciation & amortization		395			400			293			244			191			253

TOTAL COMPANY
Sales	$	217,529		$	204,528		$	168,086		$	142,727		$	120,903		$	118,515
Operating income		38,302			37,284			27,862	^(b)		21,626	^(c)		17,065			13,175	^(d,e)
Assets		119,764			106,157			88,509			79,508			72,816			67,836
Capital expenditures		16,522			10,358			7,541			3,330			6,033			5,094
Depreciation & amortization		5,885			5,151			3,841			4,145			3,966			3,145


(a)	Operating income from sold businesses includes administrative expenses directly attributable to the sold businesses. Assets are principally cash, investments, deferred taxes and notes receivable.

(b)	Includes a $1.3 million pretax writeoff of assets related to the Fluent Systems product line (see Note 5).

(c)	Includes $182,000 of pretax gain on plant sale.

(d)	Includes a $550,000 in-process research and development charge related to the Starlink acquisition.

(e)	Includes $414,000 of pretax gain on plant sale.

FINANCIAL REVIEW AND ANALYSIS

RESULTS OF OPERATIONS

The following table presents comparative financial performance for the past three years:


	For the years ended January 31
	2007							2006							2005
Dollars in thousands,				%		%					%		%					%		%
except per-share data				Sales		Change					Sales		Change					Sales		Change

Net sales	$	217,529			100.0		+6.4	$	204,528			100.0		+21.7	$	168,086			100.0		+17.8
Gross profit		54,882			25.2		+3.1		53,231			26.0		+23.2		43,200			25.7		+28.0
Operating expenses		16,580			7.6		+4.5		15,868			7.8		+12.9		14,056			8.4		+17.5
Loss on disposition of businesses & assets		—							79							1,282
Operating income		38,302			17.6		+2.7		37,284			18.2		+33.8		27,862			16.6		+28.8
Income before income taxes		38,835			17.9		+3.6		37,494			18.3		+34.1		27,955			16.6		+28.7
Income taxes		13,394			6.2		+1.2		13,232			6.5		+31.5		10,064			6.0		+27.7
Net income	$	25,441			11.7		+4.9	$	24,262			11.9		+35.6	$	17,891			10.6		+29.3
Net income per share – diluted	$	1.39					+5.3	$	1.32					+36.1	$	0.97					+29.3
Effective income tax rate		34.5	%				–2.3		35.3	%				– 1.9		36.0	%				– 0.8

EXECUTIVE SUMMARY

Raven Industries, Inc. is an industrial manufacturer providing a variety of products to customers in the industrial, agricultural, construction and military/aerospace markets, primarily in North America. It operates in four business segments: Engineered Films, Flow Controls, Electronic Systems and Aerostar.

Consolidated Operating Results

The company delivered record sales and profits in fiscal 2007, although growth rates for the current fiscal year were not as high as in the past. Net income climbed to $25.4 million, an increase of $1.2 million, or 4.9%, over last year’s $24.3 million. Earnings per diluted share increased 7 cents over the prior year, reaching $1.39. Fiscal year net sales climbed to $217.5 million, exceeding fiscal 2006 by $13.0 million, or 6.4%. Engineered Films and Electronic Systems posted record sales for the current year, which drove the company’s profit growth.

In fiscal 2007, Raven’s quarterly dividend increased to 9 cents per share, up from 7 cents per share during fiscal 2006. Fiscal 2007 capital spending was $16.5 million. In the past two years, the company has made significant capital investments in its Engineered Films segment. In fiscal 2007, this investment totaled $13.3 million. In fiscal 2006, total company-wide capital expenditures were $10.4 million, of which $7.4 million related to Engineered Films. Raven completed the strategic acquisition of Montgomery Industries, Inc. in its Flow Controls segment at the beginning of fiscal 2006. The company expects that capital spending will fall back to a more normal level in fiscal 2008, with capital investment in the $6 million range.

Management expects another year of record sales and profits in fiscal 2008. A strong turnaround from the company’s Aerostar segment is expected, as parachutes are delivered under a new contract. Flow Controls is also anticipating a rebound in fiscal 2008 as new products are delivered into an improving farm economy. While the additional Engineered Films manufacturing capabilities and capacity are expected to create new opportunities, management believes the lack of disaster film demand combined with higher depreciation charges will reduce its operating income in fiscal 2008. Electronic Systems is expecting growth from its existing customer base.

The following discussion highlights the consolidated operating results. Operating results are more fully explained in the segment discussions that follow.

RAVEN2007ANNUALREPORT

FINANCIAL REVIEW AND ANALYSIS (continued)

Fiscal 2007 versus fiscal 2006

Net sales for the fiscal year ended January 31, 2007, of $217.5 million represented a record for the company, exceeding the prior year by $13.0 million, or 6.4%. The fiscal 2007 sales performance followed a strong fiscal 2006, which recorded a 21.7% increase over fiscal 2005 sales. Engineered Films and Electronic Systems posted record net sales for the fiscal year ended January 31, 2007, while Flow Controls and Aerostar fell short of the previous year’s revenue levels. Engineered Films net sales reached $91.1 million, an increase of $8.3 million compared with the prior fiscal year. Increased demand for pit liners used in oil and gas fields, along with an improvement in construction film sales, led to the 10.0% revenue rise for Engineered Films. This growth was tempered by a decrease in sales of film to the manufactured housing industry and lower disaster film revenue versus one year earlier. Electronic Systems net sales climbed to $66.3 million, which reflected a 17.9%, or $10.1 million, increase over fiscal 2006. Higher product demand from the segment’s largest customer accounted for most of the current year’s revenue increase. Fiscal 2007 Flow Controls net sales of $45.5 million were behind the prior year by $2.0 million, or 4.2%. A weaker agricultural economy, which caused customers to delay equipment buying decisions, contributed to the lack of sales growth in this segment. Aerostar net sales of $14.7 million represented a $3.4 million, or 18.6%, decrease from one year ago, due mainly to lower parachute product deliveries.

Fiscal 2007 operating income of $38.3 million increased $1.0 million, or 2.7%, compared with $37.3 million reported for fiscal 2006, due to strong performances from Engineered Films and Electronic Systems. Operating income growth in these two segments was partially offset by lower operating income levels for Flow Controls and Aerostar. Engineered Films improved operating income by $3.5 million, or 17.7%, as a result of higher sales and favorable raw material pricing. Increased sales and better operational execution on existing customer contracts accounted for the rise in Electronic Systems operating income, which grew $1.9 million, or 21.7%, reaching $10.9 million for the 12-month period. Flow Controls fiscal 2007 operating income of $10.1 million represented a decrease of $3.5 million, or 25.6%, in contrast to one year earlier. Lower sales volume on relatively fixed costs had a negative impact on this segment’s profit for the year. Aerostar reported operating income of $707,000 for the latest year, decreasing $1.4 million, or 66.9%, from the prior year, mostly due to the lack of parachute product shipments.

Fiscal 2006 versus fiscal 2005

Fiscal 2006 net sales reached $204.5 million, 21.7% higher than fiscal 2005, with Engineered Films, Flow Controls, and Electronic Systems recording increases over their fiscal 2005 performance. Engineered Films posted the largest sales gain: $24.1 million or 41.1%, to reach $82.8 million. Fiscal 2006 revenue topped the prior year in all of the Engineered Films markets, reflecting the segment’s additional manufacturing capacity, strong demand for pit liners, and higher selling prices due to increased resin costs. Flow Controls net sales reached $47.5 million, up 16.6% over fiscal 2005. Increased demand for the segment’s standard sprayer control systems and sales of automatic boom height control systems (Autoboom™) boosted revenue for fiscal 2006. Electronic Systems reported a 19.5% increase in annual sales resulting from higher demand from its existing customer base. Aerostar net sales of $18.0 million fell short of fiscal 2005 by $3.6 million, resulting from an expected cargo parachute revenue decrease and lower uniform contract sales.

Operating income of $37.3 million was 33.8% over the $27.9 million reported for fiscal 2005. Improved profits were the result of higher sales from Engineered Films and Flow Controls, and increased manufacturing efficiencies in Electronic Systems. Fiscal 2006 operating income of $19.9 million reported in the Engineered Films segment increased $4.2 million. Fiscal 2006 Flow Controls operating income of $13.6 million was $3.1 million, or 29.2% higher than fiscal 2005, while Electronic Systems operating income of $8.9 million almost doubled from the previous year. Aerostar operating income of $2.1 million fell short of fiscal 2005 by $1.5 million, or 40.9%, and reflected the segment’s lack of a follow-on military parachute order in fiscal 2006.

FISCAL 2007 PERFORMANCE MEASURES

Raven has set goals for achieving higher growth, better returns on invested capital, and increased shareholder value. Fiscal 2007 performance measures fell below the outstanding fiscal 2006 financial returns. Net income was 11.7% of net sales in fiscal 2007, slightly below fiscal 2006’s record of 11.9%. Net income as a percent of average assets was 22.5% as compared to 24.9% in fiscal 2006. As a percent of beginning equity, fiscal 2007 net income was 30.1%, down from fiscal 2006’s 36.7%.


	2007			2006			2005			2004			2003			2002

Net income as % of
Net sales		11.7	%		11.9	%		10.6	%		9.7	%		9.3	%		7.5	%
Average assets		22.5	%		24.9	%		21.3	%		18.2	%		15.9	%		13.3	%
Beginning equity		30.1	%		36.7	%		26.9	%		23.8	%		21.5	%		18.4	%

SEGMENT ANALYSIS

NET SALES AND OPERATING INCOME BY SEGMENT

2007

2006

2005

Dollars in thousands

amount

change

amount

change

amount

change

NET SALES

Engineered Films

91,082

+10.0

82,794

+41.1

58,657

+37.6

Flow Controls

45,515

– 4.2

47,506

+16.6

40,726

+16.2

Electronic Systems

66,278

+17.9

56,219

+19.5

47,049

+ 6.2

Aerostar

14,654

–18.6

18,009

–16.8

21,654

+ 4.5

Total

217,529

+ 6.4

204,528

+21.7

168,086

+17.8


	2007					2006					2005
				%					%					%
Dollars in thousands	amount			sales		amount			sales		amount			sales

OPERATING INCOME (LOSS)
Engineered Films	$	23,440			25.7	$	19,907			24.0	$	15,739			26.8
Flow Controls		10,111			22.2		13,586			28.6		10,516			25.8
Electronic Systems		10,850			16.4		8,916			15.9		4,492			9.5
Aerostar		707			4.8		2,133			11.8		3,609			16.7
Sold businesses		—					(79	)				—
Corporate expenses		(6,806	)				(7,179	)				(6,494	)

Total	$	38,302			17.6	$	37,284			18.2	$	27,862			16.6

ENGINEERED FILMS

Engineered Films produces rugged reinforced plastic sheeting for industrial, construction, manufactured housing and agriculture applications.

Fiscal 2007 versus fiscal 2006

Fiscal 2007 net sales of $91.1 million grew 10.0%, or $8.3 million, from the prior record in fiscal 2006 of $82.8 million. Sales of pit lining and construction films posted significant revenue growth for the current year. Pit lining sales benefited from strong oil and gas drilling activity, while construction film revenues increased due to market-share growth. The growth in these two markets was partially offset by decreased sales activity in the manufactured housing and disaster film markets. Disaster film sales in the current year totaled $9.9 million versus $11.4 million a year ago. A portion of the higher Engineered Films sales level was due to selling price increases. The amount of sales attributable to higher product pricing (and not due to an increase in volume) was estimated to be about 8% of total fiscal 2007 reported sales. Fiscal 2007 fourth quarter sales of $19.7 million fell below the prior year’s fourth-quarter mark, decreasing $6.3 million, or 24.2%. Disaster film sales accounted for the shortfall, with $6.3 million of deliveries made in last year’s fourth quarter compared with no shipments occurring in this year’s fourth quarter.

RAVEN2007ANNUALREPORT

FINANCIAL REVIEW AND ANALYSIS (continued)

Fiscal 2007 operating income reached a record $23.4 million, up $3.5 million, or 17.7%, due to higher sales. Favorable resin costs also contributed to the profit growth, resulting in an increase in the segment’s gross profit rate. Gross profit as a percentage of net sales increased from 27.6% reported one year ago to 29.4% for the year ended January 31, 2007. Increased selling expenses, which rose $365,000, or 12.6%, partially offset the profit impact of the segment’s higher sales level and favorable material costs. Fiscal 2007 selling expenses exceeded the prior year’s, because of higher personnel costs and an increased trade show presence to support the segment’s expanded product offerings and manufacturing capabilities.

Fiscal 2006 versus fiscal 2005

Fiscal 2006 revenues of $82.8 million reflected an increase of 41.1% over fiscal 2005. All of Engineered Films market segments achieved higher sales in fiscal 2006, with the pit lining segment posting the largest revenue growth. Engineered Films also reported significant sales growth in its agricultural, industrial and construction markets. Fiscal 2006 disaster film sales of $11.4 million were $2.0 million, or 21.6% higher than fiscal 2005. Additional manufacturing capacity brought online during the latter part of fiscal 2005 and the beginning of fiscal 2006 enabled the segment to fulfill higher customer demand. Increased product pricing from higher raw material prices also positively affected overall sales for fiscal 2006. The increase in the segment’s fiscal 2006 sales resulting from higher product pricing due to increased resin costs was estimated to be 12-16%.

Fiscal 2006 operating income climbed to $19.9 million, increasing 26.5% over the prior year. The positive profit impact of the higher sales level was partially offset by higher resin costs, as reflected in the decrease in gross profit as a percent of net sales to 27.6% for fiscal 2006 versus 31.4% in fiscal 2005. Selling expenses rose 10.5% during fiscal 2006, reaching $2.9 million, mainly due to increased personnel costs to support the segment’s higher sales.

Prospects

The company invested $13.3 million in property, plant and equipment for Engineered Films in fiscal 2007. Management believes that investments in extrusion capacity will allow this segment to expand its product offerings and open new markets. However, most of the new capacity was not yet operational at the beginning of fiscal 2008. Historically, it takes two-to-three years to fully utilize new extrusion capacity. No significant disaster film sales are expected in fiscal 2008 in contrast to $9.9 million shipped in the first three quarters of fiscal 2007. Sales growth of 5-10% in fiscal 2008 is expected to be driven by new products and occur primarily in the fourth quarter. Profits are expected to be lowered by new product introduction costs and approximately $1.6 million of additional depreciation charges. Additional disaster film sales could improve the current outlook.

FLOW CONTROLS

Flow Controls, including Raven Canada and Raven GmbH (Europe), provides electronic and Global Positioning System (GPS) products for precision agriculture, marine navigation and other niche markets.

Fiscal 2007 versus fiscal 2006

Net sales in fiscal 2007 were $45.5 million, decreasing $2.0 million, or 4.2%, from the prior year. An increase in new precision product sales was offset by a decline in shipments of standard sprayer control systems. Sales of these systems decreased due to the prior year’s high level of product deliveries, which resulted from concern over a potential Asian rust infestation in North America. Softness in the U.S. agricultural economy caused customers to take a more conservative approach when making investments, delaying demand for the segment’s products. Weakness in global markets, especially in South America and Australia, prevented Flow Controls international growth initiatives from producing higher revenues. Revenue growth was also hampered by GPS-based agriculture product reliability issues, which were recognized and resolved during fiscal 2007.

Fiscal 2007 operating income of $10.1 million fell short of last year’s $13.6 million by $3.5 million, or 25.6%. As a percentage of sales, gross profit declined to 32.1% versus 37.0% for fiscal 2006. Lower sales volume on fixed costs, increased product warranty expense, and higher selling expenses negatively affected operating income for the current fiscal year. Fiscal 2007 selling expenses were $4.5 million, up from the prior year’s $3.9 million by $630,000, or 16.1%. Flow Controls concentrated its sales and marketing efforts this year on international markets. Cost controls put into place in relation to the segment’s domestic selling group were offset by increased selling efforts in Canada and Europe. Fiscal 2007 fourth quarter operating income of $2.1 million was $594,000, or 22.4%, lower than the quarter ended one year earlier, despite a slightly higher sales level. Fourth quarter operating income for the latest year was negatively affected by relatively lower margins on precision agriculture products and higher warranty costs. This impact was reflected in the decrease in gross profit as a percentage of net sales, which fell from 37.1% reported for last year’s fourth quarter to 29.9% for the just-ended three months.

Fiscal 2006 versus fiscal 2005

Fiscal 2006 net sales reached $47.5 million, up 16.6%, or $6.8 million, over fiscal 2005 levels. The segment’s standard sprayer control systems and the acquired Autoboom™ product line accounted for the majority of the sales growth.

Gross profit as a percentage of sales improved slightly to 37.0% from the 36.7% reported for the prior year, reflecting the impact of increased sales on fixed costs. Fiscal 2006 operating income of $13.6 million grew 29.2% compared with the year ended January 31, 2005. Included in fiscal 2005 operating income was a $1.3 million pretax writeoff of assets related to the segment’s Fluent Systems acquisition. Excluding the writeoff, fiscal 2006 operating income would have increased $1.8 million, or 15.2%, reflecting the segment’s higher sales, tempered by increases in product development and distribution investments. Fiscal 2006 selling expenses were $3.9 million, a 25.1% increase over fiscal 2005. Higher selling expenses related to the segment’s U.S . distribution plan, and expenses incurred to leverage Flow Controls product offerings in Canada, contributed to the fiscal 2006 selling expense increase.

Prospects

Management expects sales growth in the coming year as product introductions gain acceptance and the recent improvement in the agricultural economy takes hold and begins to influence customer-buying decisions. Management also believes its past investments in reaching the Canadian and European markets will aid revenue growth next year. The segment is poised to increase its investments in Australia and Brazil if, or when, those economies show signs of improvement. Sales growth in fiscal 2008 is expected to be tempered by more intense competition for the segment’s GPS product offerings within the agricultural market. Fiscal 2008 sales growth for Flow Controls is targeted to reach the 10-15% range. Margins are expected to recover somewhat, as the segment’s new products are performing well, but competitive pricing pressure is expected to restrain margin growth.

RAVEN2007ANNUALREPORT

FINANCIAL REVIEW AND ANALYSIS (continued)

ELECTRONIC SYSTEMS

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

Fiscal 2007 versus fiscal 2006

In fiscal 2007, Electronic Systems posted a record $66.3 million of net sales, reflecting a $10.1 million, or 17.9%, increase over fiscal 2006. Net sales for the fourth quarter of the current year of $17.0 million represented a $3.1 million improvement from the quarter ended one year earlier. Sales to existing customers accounted for substantially all of the growth in fiscal 2007, with most of the sales increase due to a higher level of deliveries to the segment’s largest customer.

Operating income for Electronic Systems reached $10.9 million for fiscal 2007, improving $1.9 million, or 21.7%, over fiscal 2006. Fourth quarter operating income of $2.9 million beat last year’s fourth quarter results by $928,000, or 46.4%. Better execution on existing contracts and increased sales accounted for the improvements in operating income for both periods. As a percentage of net sales, gross profit in the latest year increased to 18.0% compared with 17.4% for fiscal 2006, and reflected the operational gains made during the year. Higher personnel costs contributed to the 24.4% increase in selling expenses, which totaled $1.1 million for fiscal 2007.

Fiscal 2006 versus fiscal 2005

Electronic Systems increased sales 19.5%, or $9.2 million, over fiscal 2005 to reach $56.2 million. Fiscal 2006 sales growth came from higher deliveries to long-term customers on existing contracts. Fiscal 2006 operating income of $8.9 million almost doubled from the prior year, reflecting increased sales and better operational execution on current contracts, in contrast to fiscal 2005’s start-up inefficiencies and customer-driven delays. As a percentage of sales, the gross profit rate climbed to 17.4% compared with fiscal 2005’s 11.3%. Fiscal 2006 selling expenses of $885,000 were up 7.5% versus fiscal 2005.

Prospects

Electronic Systems is expected to improve sales by 10-15% in fiscal 2008. An anticipated increase in sales to the segment’s existing customers should drive the revenue growth in the upcoming fiscal year. Electronic Systems will continue to strive for a high level of operational execution to maintain its gross profit rates in the coming year.

AEROSTAR

The Aerostar segment manufactures military parachutes, government service uniforms, custom-shaped inflatable products, and high-altitude balloons for public and commercial research.

Fiscal 2007 versus fiscal 2006

Fiscal 2007 net sales of $14.7 million decreased $3.4 million, or 18.6%, from fiscal 2006. This was primarily due to lower parachute product deliveries, with a decrease in research balloon revenue also creating a sales shortfall compared with the previous year. Partially offsetting these decreases were higher sales of commercial inflatable products during fiscal 2007.

Operating income for the fiscal year of $707,000 was down $1.4 million from fiscal 2006. Increased profits on commercial inflatable products due to higher sales, and the profit impact of a favorable product mix in contract uniform manufacturing, were offset by the lack of parachute product business and lower research balloon profits. The fiscal 2007 gross profit as a percentage of net sales fell 6.5 percentage points, decreasing to 10.4%, because of under-utilized plant capacity. Current year selling expenses of $822,000 decreased $88,000, or 10%, as cost controls were put into place at the beginning of the fiscal year. Fiscal 2007 fourth quarter operating income rebounded for the first time during the year, with $638,000 of operating income in contrast to a fourth quarter loss of $29,000 incurred one year earlier. Favorable profit comparisons were generated in the research balloon, commercial inflatable products, and contract uniform product lines for the quarter ended January 31, 2007. These fourth quarter increases were tempered by parachute start-up losses incurred on the segment’s new military parachute contract, which will begin deliveries in fiscal 2008.

Fiscal 2006 versus fiscal 2005

Aerostar net sales of $18.0 million in fiscal 2006 were down from the fiscal 2005’s $21.7 million, with the majority of the decrease due to lower military parachute shipments. New government contracts for parachute products were not obtained in fiscal 2006. Partially offsetting the decline in parachute sales and lower contract uniform deliveries was an increase in research balloon revenue. For the full year, operating income of $2.1 million was $1.5 million behind the prior fiscal year. An increase in research balloon profits due to higher sales was offset by lower parachute product and uniform contract profits. As a percentage of sales, gross profits decreased from 21.1% for fiscal 2005 to 16.9% in fiscal 2006. Selling expenses of $910,000 were down slightly in fiscal 2006, decreasing $40,000 from the prior year.

Prospects

Management expects fiscal 2008 to be a turnaround year for Aerostar, with sales and profits benefiting from the $6.7 million military parachute contract received in fiscal 2007. Deliveries on the new contract are anticipated to begin and be completed during fiscal 2008. Start-up costs under the contract could negatively affect margins early in the year. Revenue growth will also depend on obtaining additional contract uniform and research balloon business. Aerostar sales in the upcoming fiscal year are targeted to increase approximately 50%, due mainly to the increase in parachute revenues. Management believes Aerostar operating margin can reach the 15% range for the full year.

EXPENSES, INCOME TAXES AND OTHER

Corporate expenses of $6.8 million decreased $373,000, or 5.2%, from fiscal 2006. Corporate giving, which was at a high level in fiscal 2006, was reduced in the current fiscal year, and management incentive costs were also lower. Corporate expenses, as a percentage of net sales, have steadily decreased, ranging from 3.1%, 3.5%, and 3.9% for fiscal years 2007, 2006, and 2005, respectively. Fiscal 2008 corporate expenses are expected to rise approximately 10% due primarily to higher compensation expense.

Raven had no outstanding debt as of January 31, 2007. Fiscal 2007 interest expense of $2,000 improved from $35,000 reported in fiscal 2006. Seasonal short-term borrowings of $4.5 million were required during the first quarter of fiscal 2006, but were repaid by April 30, 2005. No short-term borrowings were made in fiscal 2007. Other income of $535,000 in fiscal 2007 grew from $245,000 in fiscal 2006. The main component of other income is interest income, which rose in fiscal 2007 due to higher cash balances and an increase in interest rates received on the company’s cash and short-term investments. Fiscal 2007’s effective income tax rate of 34.5% decreased from fiscal 2006’s effective rate of 35.3% and was lower than the fiscal 2005 rate of 36.0%. This reflected the impact of the U.S. federal tax deduction for income attributable to manufacturing activities, and an increase in the company’s research and development tax credit. The effective tax rate in fiscal 2008 is expected to remain consistent with fiscal 2007, depending on the effects of adopting FASB Interpretation 48, Accounting for Uncertain Tax Positions, or a change in current tax law.

RAVEN2007ANNUALREPORT

FINANCIAL REVIEW AND ANALYSIS (continued)

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes cash provided by (used in) the company’s business activities for the past three fiscal years:


Dollars in thousands	2007			2006			2005

Operating activities	$	26,313		$	21,189		$	18,871
Investing activities		(18,664	)		(11,435	)		(7,631	)
Financing activities		(10,277	)		(6,946	)		(19,063	)

OPERATING ACTIVITIES AND CASH POSITION

Raven’s cash flow from operations of $66.4 million over the past three years compared with net income of $67.6 million over the same period. Net cash provided by operating activities in fiscal 2007 totaled $26.3 million, a $5.1 million increase compared with operating cash inflows in fiscal 2006. As growth slowed this past fiscal year, the amount of incremental cash required to support working capital requirements decreased. Cash consumed to finance accounts receivable and inventory balances for the year ended January 31, 2007, was $2.4 million versus cash used of $8.2 million during fiscal 2006. Partially offsetting this favorable effect on the current year’s cash provided by operating activities was additional cash consumed to settle the prior year’s accrued liability balances. Accrued liabilities at the end of fiscal 2007 decreased $1.6 million from one year earlier, mainly because of lower accrued employee incentive and profit sharing balances. Net cash provided by operating activities in fiscal 2006 totaled $21.2 million, a $2.3 million increase from operating cash inflows of $18.9 million in fiscal 2005. The cash impact of the company’s strong fiscal 2006 earnings performance and higher accrued liabilities at fiscal 2006 year-end were tempered by higher accounts receivable and inventory levels and a lower accounts payable balance.

Cash, cash equivalents and short-term investments totaled $10.8 million at January 31, 2007, down $626,000 from one year earlier. Raven’s strong operating cash inflows were consumed in the current year by a high level of capital investment in Engineered Films for additional manufacturing equipment and facilities, and an increase in equity returned to the shareholders in the form of cash dividends and stock repurchases. Management expects that cash and short-term investments, combined with continued positive operating cash flows, will continue to be enough to fund day-to-day operations. The company utilized its short-term credit facility to fund the Flow Controls’ Canadian acquisition in February 2005 and to help with short-term seasonal cash needs during the first quarter of fiscal 2006. All of these short-term borrowings were repaid by April 30, 2005.

INVESTING ACTIVITIES

Net cash used in investing activities in fiscal 2007 totaled $18.7 million versus $11.4 million in fiscal 2006. Fiscal 2007 capital expenditures of $16.5 million rose $6.2 million from fiscal 2006, with $13.3 million being invested in Engineered Films for additional manufacturing capacity and facilities. Fiscal 2007 investing activities also included placing an additional $2.0 million of cash into short-term investments to guarantee a certain rate of return. Net cash used in investing activities in fiscal 2006 totaled $11.4 million, up from $7.6 million in fiscal 2005. Fiscal 2006 capital expenditures of $10.4 million rose $2.8 million from fiscal 2005 and included $7.4 million of investment in Engineered Films. In February 2005, Raven acquired substantially all of the assets of Montgomery Industries, Inc. for $2.7 million in cash. A $650,000 investment in an unconsolidated real estate affiliate was sold in fiscal 2006, resulting in no material gain or loss on the sale, and $1.0 million of short-term investments were liquidated.

FINANCING ACTIVITIES

Net cash used in financing activities in fiscal 2007 of $10.3 million increased $3.3 million from the $6.9 million used in fiscal 2006. The company’s main financing activities continue to be the payment of dividends and the repurchase of company stock. Raven increased its quarterly dividend on a per-share basis for the 20th consecutive year. Fiscal 2007 quarterly dividend payments of 9 cents per share increased 28.6% from the prior year. Treasury shares purchased during fiscal 2007 totaled $4.2 million, with 146,247 shares bought at an average share price of $28.72. Net cash used in financing activities in fiscal 2006 of $6.9 million decreased $12.1 million from the $19.1 million used in fiscal 2005. The decline was due primarily to the $11.3 million special dividend paid in fiscal 2005. In fiscal 2006, 67,800 treasury share purchases were made at an average price of $24.91, while 186,500 treasury shares were purchased in fiscal 2005 at an average price of $18.87.

No short-term borrowings were required during fiscal 2007. Short-term borrowings on the company’s line of credit facility totaled $4.5 million in fiscal 2006. These borrowings were used for seasonal cash needs and to fund the Montgomery Industries, Inc. acquisition, and were repaid by April 30, 2005.

Contractual obligations consist of non-cancelable operating leases for facilities and equipment, and unconditional purchase obligations primarily for raw materials. Letters of credit have been issued for workers’ compensation insurance obligations that remain from the period of self-insurance (February 1, 2001 and prior). In the event the bank chooses not to renew the company’s line of credit, the letters of credit would cease and alternative methods of support for the insurance obligations would be necessary, would be more expensive, and require additional cash outlays. Management believes the chances of this are remote. A summary of the obligations and commitments at January 31, 2007, and for the next five years is shown below.


					FY 2009-		FY 2011-
Dollars in thousands	Total		FY 2008		FY 2010		FY 2012

Contractual Obligations:
Line of Credit^(a)	$	—	$	—	$	—	$	—
Operating leases		305		235		70		—
Unconditional purchase obligations		26,329		26,329		—		—

		26,634		26,564		70		—

Other Commercial Commitments:
Letters of credit		1,356		1,356		—		—

	$	27,990	$	27,920	$	70	$	—


(a)		$8.0 million line bears interest at 8.00% as of January 31, 2007, and expires August 2007.

		The line of credit is reduced by outstanding letters of credit.

CAPITAL REQUIREMENTS

Raven maintains an excellent financial condition and capacity for growth. Management continues to look for opportunities to expand its core businesses through acquisitions or internal growth. The company has the capacity to assume additional financing and will do so if the appropriate strategic opportunity presents itself. Capital expenditures for fiscal 2008 are expected to be in the $6 million range in contrast to the $16.5 million spent in fiscal 2007. The company intends to return approximately 30% of its earnings to shareholders in the form of dividends. Stock repurchases are anticipated to continue as a means to return additional cash to shareholders and increase balance sheet leverage. Cash generated from operations and the availability of cash under existing credit facilities should be sufficient to fund these initiatives.

RAVEN2007ANNUALREPORT

FINANCIAL REVIEW AND ANALYSIS (continued)

CRITICAL ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those that require the application of judgment when valuing assets and liabilities on the company’s balance sheet. These policies are discussed below, because a fluctuation in actual results versus expected results could materially affect Raven’s operating results, and because the policies require significant judgments and estimates to be made. Accounting related to these policies is initially based on best estimates at the time of original entry in the accounting records. Adjustments are periodically recorded when the company’s actual experience differs from the expected experience underlying the estimates. These adjustments could be material if experience were to change significantly in a short period of time. Raven uses derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on transactions that are denominated in currency other than its functional currency, which is the U.S. dollar. Using these financial instruments has no material effect on the company’s financial condition, results of operations, or cash flows. Raven does not enter into derivatives for trading or speculative purposes.

Inventories

Raven’s most significant accounting judgment is determining inventory value at the lower of cost or market. The company estimates inventory valuation on a quarterly basis. Typically, when a product reaches the end of its life cycle, inventory value declines slowly or the product has alternative uses. Management uses its manufacturing resources planning data to help determine if inventory is slow-moving or has become obsolete due to an engineering change. The company closely reviews items that have balances in excess of the prior year’s requirements or that have been dropped from production requirements. Despite these reviews, technological or strategic decisions, made by management or the company’s customers, may result in unexpected excess material. In Electronic Systems, the company typically has recourse to customers for obsolete or excess material. When Electronic Systems customers authorize inventory purchases, especially with long lead-time items, they are required to take delivery of unused material or compensate the company accordingly. In every operating unit of the company, management must manage obsolete inventory risk. The accounting judgment ultimately made is an evaluation of the success that management will have in controlling inventory risk and mitigating the impact of obsolescence when it does occur.

Warranty

Estimated warranty liability costs are based on historical warranty costs and average time elapsed between purchases and returns for each business segment. Warranty issues that are unusual in nature are accrued for individually.

Allowance for Doubtful Accounts

Determining the level of the allowance for doubtful accounts requires management’s best estimate of the amount of probable credit losses based on historical writeoff experience by segment, and an estimate of the collectibility of any known problem accounts. Factors that are considered beyond historical experience include the length of time the receivables are outstanding, the current business climate, and the customer’s current financial condition.

Revenue Recognition

The company recognizes and records revenue when shipment has occurred because there is persuasive evidence of an arrangement, the sales price is determinable, collectibility is reasonably assured, and sales terms are FOB shipping point. Estimated returns, sales allowances or warranty charges are recognized upon shipment of a product. The company sells directly to customers or distributors that incur the expense and commitment for any post-sale obligations beyond stated warranty terms.

Self-insurance Reserves

Raven purchases insurance with deductibles for product liability; general insurance, including aviation product liability; and worker’s compensation. Third-party insurance is carried for what is believed to be the major portion of potential exposure. The company has established accruals for potential uninsured claims, including estimated costs and legal fees. Management considers these accruals adequate, although a substantial change in the number and/or severity of claims would result in materially different amounts.

Goodwill and Long-lived Assets

Management periodically assesses goodwill and other long-lived assets for impairment, or more frequently if events or changes in circumstances indicate that an asset might be impaired, using fair value measurement techniques. For goodwill, the company performs impairment reviews annually by reporting units, which are the company’s reportable segments. The one exception is Aerostar’s high-altitude research balloon operation, which is evaluated independently from Aerostar’s other operations. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These valuation methodologies use significant estimates and assumptions, which include projected future cash flows, including timing and the risks inherent in future cash flows, perpetual growth rates, and determination of appropriate market comparables.

The company periodically reviews and evaluates the depreciable lives of its long-lived assets. During fiscal 2007, management reviewed the depreciable life of its extrusion equipment in Engineered Films. Management concluded that new extrusion equipment should be depreciated over 12 years to reflect the enhanced technology, flexibility, and production capabilities of this equipment. Extrusion equipment placed in service prior to fiscal 2007 will continue to be depreciated over 7 years.

NEW ACCOUNTING STANDARDS

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS 157, Fair Value Measurement. The standard provides guidance for using fair value to measure assets and liabilities. SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. The statement is effective as of the beginning of the company’s 2008 fiscal year. The company does not expect the implementation of SFAS 157 to have a material impact on its consolidated results of operations, financial condition or cash flows.

In October 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 is an interpretation of FASB Statement No. 109, Accounting for Income Taxes, and it seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. In addition, FIN 48 requires expanded disclosure with respect to the uncertainty in income taxes and is effective as of the beginning of the company’s 2008 fiscal year. The company does not expect the adoption of FIN 48 to have a significant impact on its consolidated results of operations, financial condition or cash flows.

RAVEN2007ANNUALREPORT

MONTHLY CLOSING STOCK PRICE AND VOLUME

QUARTERLY INFORMATION (Unaudited)


														Net Income				Common Stock				Cash
Dollars in thousands	Net		Gross		Operating			Pretax			Net			Per Share^(a)				Market Price				Dividends
except per-share data	Sales		Profit		Income			Income			Income			Basic		Diluted		High		Low		Per Share

FISCAL 2007
First Quarter	$	58,465	$	15,891	$	11,477		$	11,615		$	7,502		$	0.41	$	0.41	$	42.16	$	31.22	$	0.090
Second Quarter		50,381		12,183		7,872			7,937			5,127			0.28		0.28		42.70		25.89		0.090
Third Quarter		57,435		14,480		10,540			10,713			6,968			0.39		0.38		32.64		25.89		0.090
Fourth Quarter		51,248		12,328		8,413			8,570			5,844			0.32		0.32		35.35		25.46		0.090

Total Year	$	217,529	$	54,882	$	38,302		$	38,835		$	25,441		$	1.41	$	1.39	$	42.70	$	25.46	$	0.360


FISCAL 2006
First Quarter	$	50,704	$	15,161	$	11,136		$	11,098		$	7,157		$	0.40	$	0.39	$	22.28	$	16.54	$	0.070
Second Quarter		45,304		10,882		7,299			7,391			4,774			0.26		0.26		27.78		18.68		0.070
Third Quarter		54,135		14,213		10,568			10,635			6,869			0.38		0.37		31.99		21.75		0.070
Fourth Quarter		54,385		12,975		8,281			8,370			5,462			0.30		0.30		33.15		26.75		0.070

Total Year	$	204,528	$	53,231	$	37,284		$	37,494		$	24,262		$	1.34	$	1.32	$	33.15	$	16.54	$	0.280


FISCAL 2005
First Quarter	$	38,408	$	11,678	$	8,451		$	8,475		$	5,415		$	0.30	$	0.29	$	17.17	$	13.65	$	0.055
Second Quarter		37,077		8,759		5,651			5,677			3,642			0.20		0.20		19.43		13.08		0.680	^(b)
Third Quarter		48,597		12,962		8,099	^(c)		8,115	^(c)		5,194	^(c)		0.29		0.28		23.89		17.41		0.055
Fourth Quarter		44,004		9,801		5,661			5,688			3,640			0.20		0.20		26.94		17.05		0.055

Total Year	$	168,086	$	43,200	$	27,862		$	27,955		$	17,891		$	0.99	$	0.97	$	26.94	$	13.08	$	0.845


(a)		Net income per share is computed discretely by quarter and may not add to the full year.

(b)		A special dividend of $.625 per share was paid during the second quarter of fiscal 2005.

(c)		Includes a pretax $1.3 million ($845,000 net of tax) writeoff of assets related to the Fluent Systems product line (see Note 5).

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

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

Management has assessed our internal control over financial reporting in relation to criteria described in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment using those criteria, we concluded that, as of January 31, 2007, our internal control over financial reporting was effective.

Our management’s assessment of the effectiveness of our internal control over financial reporting as of January 31, 2007, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears on page 43 of this Annual Report.



Ronald M. Moquist		Thomas Iacarella
President & Chief Executive Officer		Vice President & Chief Financial Officer

March 22, 2007

RAVEN2007ANNUALREPORT

CONSOLIDATED BALANCE SHEETS


	As of January 31
Dollars in thousands, except share data	2007		2006		2005

ASSETS
Current assets
Cash and cash equivalents	$	6,783	$	9,409	$	6,619
Short-term investments		4,000		2,000		3,000
Accounts receivable, net		31,336		29,290		25,370
Inventories, net		28,071		27,819		23,315
Deferred income taxes		1,761		1,746		1,465
Prepaid expenses and other current assets		1,268		1,081		1,823

Total current assets		73,219		71,345		61,592
Property, plant and equipment, net		36,264		25,602		19,964
Goodwill		6,604		6,401		5,933
Other assets, net		3,677		2,809		1,020

Total assets	$	119,764	$	106,157	$	88,509


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,093	$	8,179	$	10,322
Accrued liabilities		9,579		11,154		9,773
Customer advances		792		717		855

Total current liabilities		16,464		20,050		20,950

Other liabilities, primarily compensation and benefits		5,032		1,718		1,477

Commitments and contingencies

Shareholders’ equity		98,268		84,389		66,082
Common shares, par value $1.00 per share Authorized – 100,000,000 Outstanding – 2007: 18,039,223; 2006: 18,072,369; 2005: 17,999,468

Total liabilities and shareholders’ equity	$	119,764	$	106,157	$	88,509

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

CONSOLIDATED STATEMENTS OF INCOME


	For the years ended January 31
Dollars in thousands, except per-share data	2007			2006			2005

Net sales	$	217,529		$	204,528		$	168,086
Cost of goods sold		162,647			151,297			124,886


Gross profit		54,882			53,231			43,200

Selling, general and administrative expenses		16,580			15,868			14,056
Loss on disposition of businesses and assets, net		—			79			1,282


Operating income		38,302			37,284			27,862

Interest expense		2			35			35
Interest income and other, net		(535	)		(245	)		(128	)

Income before income taxes		38,835			37,494			27,955

Income taxes		13,394			13,232			10,064


Net income	$	25,441		$	24,262		$	17,891


Net income per common share:
– Basic	$	1.41		$	1.34		$	0.99

– Diluted	$	1.39		$	1.32		$	0.97

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

RAVEN2007ANNUALREPORT

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME


																Accumulated
																Other
	$1 Par															Comprehensive
	Common			Paid-in			Treasury stock						Retained			Income
Dollars in thousands, except per-share data	Stock			Capital			Shares			Cost			Earnings			(Loss)			Total


Balance January 31, 2004	$	15,954		$	784			(6,933,443	)	$	(38,181	)	$	87,914		$	—		$	66,471

Net and comprehensive income		—			—			—			—			17,891			—			17,891
Cash dividends ($.220 per share)		—			—			—			—			(3,971	)		—			(3,971	)
Cash dividend – Special ($.625 per share)		—			—			—			—			(11,327	)		—			(11,327	)
Two-for-one stock split		15,954			(411	)		(6,933,443	)		—			(15,543	)		—			—
Purchase of stock		—			—			(186,500	)		(3,519	)		—			—			(3,519	)
Purchase and retirement of stock		(40	)		(646	)		—			—			—			—			(686	)
Employees’ stock options exercised		185			327			—			—			—			—			512
Share-based compensation		—			309			—			—			—			—			309
Tax benefit from exercise of stock options		—			402			—			—			—			—			402

Balance January 31, 2005		32,053			765			(14,053,386	)		(41,700	)		74,964			—			66,082

Net income		—			—			—			—			24,262			—			24,262
Foreign currency translation		—			—			—			—			—			13			13

Total comprehensive income																				24,275

Cash dividends ($.280 per share)		—			—			—			—			(5,056	)		—			(5,056	)
Purchase of stock		—			—			(67,800	)		(1,689	)		—			—			(1,689	)
Purchase and retirement of stock		(27	)		(689	)		—			—			—			—			(716	)
Employees’ stock options exercised		168			410			—			—			—			—			578
Share-based compensation		—			485			—			—			—			—			485
Tax benefit from exercise of stock options		—			430			—			—			—			—			430

Balance January 31, 2006		32,194			1,401			(14,121,186	)		(43,389	)		94,170			13			84,389

Net income		—			—			—			—			25,441			—			25,441
Foreign currency translation		—			—			—			—			—			(21	)		(21	)

Total comprehensive income																				25,420

Adoption of SFAS No. 158, net of tax		—			—			—			—			—			(1,885	)		(1,885	)
Dividends ($.360 per share)		—			1			—			—			(6,508	)		—			(6,507	)
Purchase of stock		—			—			(146,247	)		(4,201	)		—			—			(4,201	)
Purchase and retirement of stock		(28	)		(854	)		—			—			—			—			(882	)
Employees’ stock options exercised		141			718			—			—			—			—			859
Share-based compensation		—			605			—			—			—			—			605
Tax benefit from exercise of stock options		—			470			—			—			—			—			470

Balance January 31, 2007	$	32,307		$	2,341			(14,267,433	)	$	(47,590	)	$	113,103		$	(1,893	)	$	98,268

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

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended January 31
Dollars in thousands	2007			2006			2005

Cash flows from operating activities:
Net income	$	25,441		$	24,262		$	17,891
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		5,445			4,684			3,410
Amortization of intangible assets		440			467			431
Provision for losses on accounts receivable, net of recoveries		40			78			34
Loss on disposition of businesses and assets		—			79			1,282
Deferred income taxes		(293	)		(809	)		(31	)
Share-based compensation expense		605			485			309
Change in operating assets and liabilities, net of effects from acquisition and disposition of businesses and assets		(5,380	)		(8,086	)		(4,669	)
Other operating activities, net		15			29			214

Net cash provided by operating activities		26,313			21,189			18,871


Cash flows from investing activities:
Capital expenditures		(16,522	)		(10,358	)		(7,541	)
Purchase of short-term investments		(6,000	)		(4,500	)		(3,000	)
Sale of short-term investments		4,000			5,500			4,000
Acquisition of businesses		(203	)		(2,828	)		(414	)
Sale of (investment in) unconsolidated affiliate		—			650			(650	)
Other investing activities, net		61			101			(26	)

Net cash used in investing activities		(18,664	)		(11,435	)		(7,631	)


Cash flows from financing activities:
Proceeds from borrowing under line of credit		—			4,500			—
Repayment of borrowing under line of credit		—			(4,500	)		—
Dividends paid		(6,507	)		(5,056	)		(15,298	)
Purchases of treasury stock		(4,201	)		(1,689	)		(3,519	)
Excess tax benefit on stock option exercises		470			—			—
Other financing activities, net		(39	)		(201	)		(246	)

Net cash used in financing activities		(10,277	)		(6,946	)		(19,063	)


Effect of exchange rate changes on cash		2			(18	)		—


Net (decrease) increase in cash and cash equivalents		(2,626	)		2,790			(7,823	)
Cash and cash equivalents at beginning of year		9,409			6,619			14,442

Cash and cash equivalents at end of year	$	6,783		$	9,409		$	6,619

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

RAVEN2007ANNUALREPORT

NOTES TO FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Raven Industries, Inc. and its wholly owned subsidiaries (the company). The company is an industrial manufacturer providing a variety of products to customers within the industrial, agricultural, construction and military/aerospace markets primarily in North America. The company operates three divisions (Flow Controls, Engineered Films and Electronic Systems) in addition to three wholly owned subsidiaries: Aerostar International, Inc. (Aerostar); Raven Industries Canada, Inc. (Raven Canada); and Raven Industries GmbH (Raven GmbH). All significant intercompany balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of the company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

FOREIGN CURRENCY

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 interest income and other, net in the Consolidated Statements of Income.

CASH AND CASH EQUIVALENTS

The company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash and cash equivalent balances are principally concentrated in checking and sweep accounts with Wells Fargo Bank.

SHORT-TERM INVESTMENTS

The company has invested $4.0 million in certificates of deposit and U.S. Treasury Bills with rates ranging from 5.00% to 5.25%. The investments have varying maturity dates, all of which are less than 12 months from the balance sheet date.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses based on historical writeoff experience by segment and an estimate of the collectibility of any known problem accounts.

INVENTORY VALUATION

Inventories are stated at the lower of cost or market, with cost determined on the first-in, first-out basis. Market value encompasses consideration of all business factors including price, contract terms and usefulness.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost and are depreciated over the estimated useful lives of the assets using accelerated methods. The estimated useful lives used for computing depreciation are as follows:


Building and improvements		15 - 39 years
Manufacturing equipment by segment
Flow Controls		3 - 5 years
Engineered Films		5 - 12 years
Electronic Systems		3 - 5 years
Aerostar		3 - 5 years
Furniture, fixtures, office equipment and other		3 - 7 years

Maintenance and repairs are charged to expense in the year incurred and renewals and betterments are capitalized. The cost and related accumulated depreciation of assets sold or disposed of are removed from the accounts, and the resulting gain or loss is reflected in operations.

INTANGIBLE ASSETS

Intangible assets, primarily comprised of technologies acquired through acquisition, are recorded at cost and are presented net of accumulated amortization. Amortization is computed on a straight-line basis over estimated useful lives ranging from 3 to 20 years. The straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in each reporting period.

GOODWILL

The company recognizes the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed as goodwill. Goodwill is tested for impairment on an annual basis during the fourth quarter, and between annual tests whenever there is an impairment indicated. Fair values are estimated based on discounted cash flows and are compared with the corresponding carrying value of the related asset.

LONG-LIVED ASSETS

The company periodically assesses the recoverability of long-lived and intangible assets using fair value measurement techniques, where fair value is calculated based upon anticipated future earnings and undiscounted operating cash flows. If the fair value is less than the carrying amount of the asset, an impairment loss is recognized to the extent the carrying value exceeds the fair value of the asset.

INSURANCE OBLIGATIONS

The company employs insurance policies covering workers’ compensation and general liability costs. Liabilities are accrued related to claims filed and estimates for claims incurred but not reported. To the extent these obligations will be reimbursed by insurance, the expected reimbursement is included as a component of other current assets.

CONTINGENCIES

The company is involved as a defendant in lawsuits, claims or disputes arising in the normal course of business. An estimate of the loss on these matters is charged to operations when it is probable that an asset has been impaired or a liability has been incurred, and the amount of the loss can be reasonably estimated. The settlement of such claims cannot be determined at this time; however, management believes that any liability resulting from these claims will be substantially mitigated by insurance coverage. Accordingly, management does not believe that the ultimate outcome of these matters will be significant to its results of operations, financial position or cash flows.

REVENUE RECOGNITION

The company recognizes revenue upon shipment of products. The company sells directly to customers or distributors who incur the expense and commitment for any post-sale obligations beyond stated warranty terms. Estimated returns, sales allowances or warranty charges are recognized upon shipment of a product. Shipping and handling costs are classified as a component of cost of goods sold.

WARRANTIES

Accruals necessary for product warranties are estimated based upon historical warranty costs and average time elapsed between purchases and returns for each division. Additional accruals are made for any significant, discrete warranty issues.

RESEARCH AND DEVELOPMENT

Research and development expenditures of $2.6 million in fiscal 2007, $2.5 million in fiscal 2006, and $2.0 million in fiscal 2005 were charged to cost of goods sold in the year incurred. Expenditures are principally composed of labor and material costs.

SHARE-BASED COMPENSATION

In fiscal 2003, the company began recording compensation expense related to its share-based compensation plans using the fair value method permitted by SFAS No. 123, Accounting for Stock-Based Compensation. On February 1,2006, the company adopted SFAS No. 123(R), Share-Based Payment. SFAS No. 123(R) requires that the cash retained as a result of the tax deductibility of employee share-based awards be presented as a component of cash flows from financing activities in the consolidated statement of cash flows. In prior periods, the company reported these amounts as a component of cash flows from operating activities. The adoption of SFAS No. 123(R) has had no other effect on consolidated results of operations, financial condition, or cash flows.

INCOME TAXES

Deferred income taxes reflect temporary differences between assets and liabilities reported on the company’s balance sheet and their tax bases. These differences are measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. Deferred tax assets are reduced by a valuation allowance to reflect realizable value, when necessary. Judgmental reserves are maintained for income tax audits and other tax issues.

NEW ACCOUNTING STANDARDS

RAVEN2007ANNUALREPORT

NOTES TO FINANCIAL STATEMENTS (continued)

Note 2. Selected Balance Sheet Information

Following are the components of selected balance sheet items:


	As of January 31
Dollars in thousands	2007			2006			2005

Accounts receivable, net:
Trade accounts	$	31,594		$	29,547		$	25,635
Allowance for doubtful accounts		(258	)		(257	)		(265	)

	$	31,336		$	29,290		$	25,370


Inventories, net:
Finished goods	$	3,750		$	3,504		$	3,538
In process		2,612			3,652			2,820
Materials		21,709			20,663			16,957

	$	28,071		$	27,819		$	23,315


Property, plant and equipment, net:
Land	$	1,227		$	1,084		$	1,084
Buildings and improvements		21,494			16,662			15,184
Machinery and equipment		52,552			43,256			36,486
Accumulated depreciation		(39,009	)		(35,400	)		(32,790	)

	$	36,264		$	25,602		$	19,964


Other assets, net:
Amortizable assets:
Purchased technology	$	3,380		$	3,380		$	1,080
Other intangibles		1,305			1,265			946
Accumulated amortization		(2,729	)		(2,300	)		(1,831	)

		1,956			2,345			195

Investment in unconsolidated affiliate		—			—			650
Deferred income taxes		1,607			318			—
Other, net		114			146			175

	$	3,677		$	2,809		$	1,020


Accrued liabilities:
Salaries and benefits	$	1,722		$	2,167		$	1,992
Vacation		2,212			2,119			1,852
401(k) contributions		1,109			1,049			980
Insurance obligations		1,743			1,632			1,541
Income taxes		265			808			567
Profit sharing		553			1,168			900
Warranty		397			569			452
Other		1,578			1,642			1,489

	$	9,579		$	11,154		$	9,773

Note 3. Supplemental Cash Flow Information


	For the years ended January 31
Dollars in thousands	2007			2006			2005

Changes in operating assets and liabilities, net of effects from acquisition and disposition of businesses and assets:
Accounts receivable	$	(2,097	)	$	(3,821	)	$	(6,950	)
Inventories		(262	)		(4,356	)		(6,704	)
Prepaid expenses and other assets		(284	)		(103	)		150
Accounts payable		(1,770	)		(2,688	)		6,576
Accrued and other liabilities		(1,045	)		3,021			1,777
Customer advances		78			(139	)		482

	$	(5,380	)	$	(8,086	)	$	(4,669	)


Cash paid during the year for:
Interest	$	2		$	35		$	77
Income taxes	$	13,759		$	12,806		$	9,596

Note 4. Montgomery Industries Acquisition

On February 17, 2005, the company acquired substantially all of the assets of Montgomery Industries, Inc., a privately held Canadian corporation, for $2.7 million in cash plus the assumption of certain liabilities and a quarterly payment of 6 percent on future sales of Montgomery products up to a maximum payment of $1.825 million. Montgomery developed and sold an automatic boom height control system under the name “Autoboom™” for agricultural sprayers designed to successfully maintain optimum boom height in uneven terrain without compromising the speed with which the sprayer can be operated. Of the purchase price, $289,000 was allocated to current assets; $82,000 was allocated to property, plant and equipment; $2.560 million was allocated to amortizable intangible assets (amortized over approximately seven years); $539,000 to current liabilities assumed; and $285,000 to goodwill, which is deductible for tax purposes.

For the years ended January 31, 2007 and 2006, the earn-out on the sales of Montgomery products was $203,000 and $183,000, respectively, which was recorded as an increase in goodwill.

The operation is a component of the Flow Controls segment. The results of operations for the acquired business have been included in the consolidated financial statements since the date of acquisition. Pro forma earnings are not presented due to the immateriality of the effect of the acquisition to the company’s consolidated operations.

Note 5. Divestitures and Other Repositioning Activities

A $79,000 pretax loss was incurred during fiscal 2006 from increased liabilities for environmental issues related to the company’s fiscal 2000 sale of its Glasstite subsidiary. At January 31, 2007, the company had an undiscounted accrual remaining of $109,000 for environmental monitoring and clean-up costs of sold operations.

In the third quarter of fiscal 2005, the Flow Controls business segment decided to abandon its Fluent Systems product line, incurring a $1.3 million pretax writeoff of inventory, equipment, intangible assets and goodwill.

Note 6. Goodwill and Other Intangibles

Goodwill

The changes in the carrying amount of goodwill by reporting segment are shown below:


	Flow			Engineered		Electronic
Dollars in thousands	Controls			Films		Systems		Aerostar		Total

Balance at January 31, 2004	$	5,783		$	96	$	433	$	464	$	6,776
Adjustment		5			—		—		—		5
Writeoff of Fluent Systems		(848	)		—		—		—		(848	)

Balance at January 31, 2005		4,940			96		433		464		5,933
Goodwill acquired during the year		285			—		—		—		285
Acquisition earn-outs		183			—		—		—		183

Balance at January 31, 2006		5,408			96		433		464		6,401
Acquisition earn-outs		203			—		—		—		203

Balance at January 31, 2007	$	5,611		$	96	$	433	$	464	$	6,604

Intangible Assets

Estimated future amortization expense based on the current carrying value of amortizable intangible assets for fiscal periods 2008 through 2012 is $391,000, $379,000, $377,000, $357,000, and $352,000, respectively.

Note 7. Employee Retirement Benefits

The company has a 401(k) plan covering substantially all employees and contributed 3% of qualified payroll. The company’s contribution expense was $935,000, $892,000, and $836,000 for fiscal 2007, 2006 and 2005, respectively.

In addition, the company provides postretirement medical and other benefits to senior executive officers and senior managers. There are no assets held for the plans and any obligations are covered through the company’s operating cash and investments. The company accounts for these benefits in accordance with SFAS No. 106, Accounting for Postretirement Benefits Other Than Pensions. At January 31, 2007, the company adopted SFAS No. 158, Employers’ Accounting for Defined Pension and Other Postretirement Plans. This statement requires the company to fully recognize the liability for its postretirement benefits through changes in accumulated other comprehensive income.

The incremental effect of applying SFAS No. 158 on the following balance sheet items is as follows:


	Impact of SFAS No. 158
Dollars in thousands	Before			Adjustment			After

Non-current deferred tax assets	$	592		$	1,015		$	1,607
Total assets		118,749			1,015			119,764
Other liabilities		2,132			2,900			5,032
Accumulated other comprehensive income (loss)		(8	)		(1,885	)		(1,893	)
Total shareholders’ equity		100,153			(1,885	)		98,268

The accumulated benefit obligation for these benefits is shown below:


	For the years ended January 31
Dollars in thousands	2007			2006			2005

Benefit obligation at beginning of year	$	4,928		$	2,722		$	2,607
Service cost		84			80			58
Interest cost		278			259			186
Actuarial loss		89			2,014			27
Retiree benefits paid		(166	)		(147	)		(156	)

Benefit obligation at end of year		5,213			4,928			2,722
Less: unrecognized actuarial losses		—			(3,045	)		(1,275	)

Ending liability balance	$	5,213		$	1,883		$	1,447

The liability and expense reflected in the balance sheet and income statement are as follows:


	For the years ended January 31
Dollars in thousands	2007			2006			2005

Beginning liability balance	$	1,883		$	1,447		$	1,212
Employer expense		596			583			391
Initial effect of adopting SFAS No. 158		2,900			—			—
Retiree benefits paid		(166	)		(147	)		(156	)

Ending liability balance		5,213			1,883			1,447
Current portion		(181	)		(174	)		(180	)

Long-term portion	$	5,032		$	1,709		$	1,267

Assumptions used:
Discount rate		6.00	%		5.75	%		7.00	%
Wage inflation rate		4.00	%		4.00	%		4.00	%

The discount rate is based on matching rates of return on high-quality fixed-income investments with the timing and amount of expected benefit payments. No material fluctuations in retiree benefit payments are expected in future years.

The assumed health care cost trend rate for fiscal 2007 was 9.64% as compared to 9.39% and 7.00% assumed for fiscal 2006 and 2005. The impact of a one-percentage-point change in assumed health care rates would not be significant to the company’s income statement and would affect the ending liability balance by approximately $800,000. The rate to which the fiscal 2007 health care cost trend rate is assumed to decline to is 4.5%, which is the ultimate trend rate. The fiscal year that the rate reaches the ultimate trend rate is expected to be fiscal 2027.

RAVEN2007ANNUALREPORT

NOTES TO FINANCIAL STATEMENTS (continued)

Note 8. Warranties

Changes in the warranty accrual were as follows:


	As of January 31
Dollars in thousands	2007			2006			2005

Beginning balance	$	569		$	452		$	263
Accrual for warranties		1,317			958			932
Settlements made (in cash or in kind)		(1,489	)		(841	)		(743	)

Ending balance	$	397		$	569		$	452

Note 9. Income Taxes

The reconciliation of income tax computed at the federal statutory rate to the company’s effective income tax rate is as follows:


	For the years ended January 31
Dollars in thousands	2007			2006			2005

Tax at U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of U.S. federal benefit		1.1			1.1			0.9
Tax benefit on qualified production activities		(1.0	)		(1.0	)		—
Tax credit for research activities		(0.5	)		(0.1	)		—
Other, net		(0.1	)		0.3			0.1

		34.5	%		35.3	%		36.0	%

Significant components of the company’s income tax provision are as follows:


	For the years ended January 31
Dollars in thousands	2007			2006			2005

Income taxes:
Currently payable	$	13,687		$	14,041		$	10,095
Deferred		(293	)		(809	)		(31	)

	$	13,394		$	13,232		$	10,064

Significant components of the company’s deferred tax assets and liabilities are as follows:


	As of January 31
Dollars in thousands	2007			2006			2005

Current deferred tax assets:
Accounts receivable	$	91		$	88		$	93
Inventories		212			220			237
Accrued vacation		711			680			591
Insurance obligations		357			282			161
Other accrued liabilities		390			476			383

		1,761			1,746			1,465


Non-current deferred tax assets (liabilities):
Postretirement and other employee benefits		1,758			598			443
Depreciation and amortization		(405	)		(439	)		(771	)
Net operating loss carryforward^(a)		82			—			—
Other		172			159			118

		1,607			318			(210	)

Net deferred tax asset	$	3,368		$	2,064		$	1,255


(a)		The company’s Canadian operation incurred a $210,000 net operating loss that, if unused, will expire in 2017.

Note 10. Financing Arrangements

The company has an uncollateralized credit agreement providing a line of credit of $8.0 million with a maturity date of August 1, 2007, bearing interest at 0.25% under the prime rate. Letters of credit totaling $1.3 million have been issued under the line, primarily to support self-insured workers’ compensation bonding requirements. No borrowings were outstanding as of January 31, 2007, 2006 or 2005, and $6.7 million was available at January 31, 2007. Borrowings on the credit line bore interest as of January 31, 2007, 2006 and 2005 at 8.00%, 7.25%, and 5.25%, respectively. The weighted-average interest rate for borrowing under the short-term credit line in fiscal 2006 was 5.63%. There were no borrowings under the credit line in fiscal years 2007 or 2005.

Wells Fargo Bank, N.A. provides the company’s line of credit and holds the company’s cash and cash equivalents. One member of the company’s board of directors is also on the board of directors of Wells Fargo & Co., the parent company of Wells Fargo Bank, N.A.

The company leases certain vehicles, equipment and facilities under operating leases. Total rent and lease expense was $351,000, $381,000, and $305,000 in fiscal 2007, 2006 and 2005, respectively. Future minimum lease payments under non-cancelable operating leases for fiscal periods 2008 to 2010 are $235,000, $64,000, and $6,000 with all leases scheduled to expire by fiscal 2010.

Note 11. Share-based Compensation

At January 31, 2007, the company had two share-based compensation plans, which are described below. The compensation cost for these plans was $605,000, $485,000, and $309,000 in fiscal 2007, 2006, and 2005, respectively. The related income tax benefit recorded in the income statement was $57,000, $58,000, and $38,000 for fiscal 2007, 2006, and 2005, respectively. Compensation cost capitalized as part of inventory at January 31, 2007, 2006, and 2005 was $40,000, $63,000 and $40,000, respectively.

2000 Stock Option and Compensation Plan

The company’s 2000 Stock Option and Compensation Plan, approved by the shareholders, is administered by the Personnel and Compensation Committee of the Board of Directors and allows for either incentive or non-qualified options with terms not to exceed 10 years. There are 511,875 shares of the company’s common stock reserved for future option grants under the plan at January 31, 2007. 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 which 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.

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 by grant year.


	For the years ended January 31
	2007			2006			2005

Risk-free interest rate		4.45	%		4.36	%		3.51	%
Expected dividend yield		1.29	%		0.90	%		1.07	%
Expected volatility factor		38.97	%		39.25	%		34.92	%
Expected option term (in years)		4.25			4.25			4.50
Weighted average grant date fair value	$	9.51		$	10.90		$	5.91

Information regarding option activity for the year ended January 31, 2007 is as follows:

Weighted

average

Weighted

Aggregate

remaining

average

intrinsic

contractual

Number

exercise

value

term

of options

price

(in 000’s)

(years)

Outstanding at beginning of year

519,414

14.05

Granted

83,700

28.01

Exercised

(140,989

)

6.10

Forfeited

(15,075

)

22.37

Outstanding at end of year

447,050

18.89

4,455

2.55

Options exercisable at end of year

245,700

13.24

3,780

1.61

The intrinsic value of a stock award is the amount by which the fair value of the underlying stock exceeds the exercise price of the award. The total intrinsic value of options exercised was $3.7 million, $3.6 million and $2.7 million during the years ended January 31, 2007, 2006 and 2005, respectively. As of January 31, 2007, the total compensation cost for non-vested awards not yet recognized in the company’s statements of income was $1.3 million, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted average period of 2.58 years.

Deferred Stock Compensation Plan for Directors

On May 23, 2006, the company’s stockholders approved the Deferred Stock Compensation Plan for Directors of Raven Industries, Inc. Under the plan, a stock unit is the right to receive one share of the company’s common stock as deferred compensation, to be distributed from an account established in the name of the non-employee director by the company. Stock units have the same value as a share of common stock but cannot be sold. Stock units are a component of the company’s equity. The plan reserves 50,000 common shares for the conversion of stock units into common stock after directors retire from the Board. The plan is administered by the Governance Committee of the Board of Directors.

Stock units granted under this plan vest immediately and are expensed at the date of grant. Stock units are also accumulated if a director elects to defer the annual retainer paid for board service. When dividends are paid on the company’s common shares, stock units are added to the director’s balances and a corresponding amount is removed from retained earnings. The intrinsic value of a stock unit is the fair value of the underlying shares.

Information regarding outstanding stock units for the year ended January 31, 2007 is as follows:


			Weighted
	Number		average
	of units		price

Outstanding at beginning of year		—	$	—
Granted		3,743		32.06
Deferred retainers		1,040		32.06
Dividends		45		28.65
Converted into common shares		—		—

Outstanding at end of year		4,828	$	28.43

Note 12. 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) and stock units outstanding. Certain outstanding options were excluded from the diluted net income per-share calculations because their effect would have been anti-dilutive, as their exercise prices were greater than the average market price of the company’s common stock during those periods. For fiscal 2007, 2006, and 2005, 96,075, 19,125, and 21,650 options, respectively, were excluded from the diluted net income per-share calculation. Details of the computation are presented below.


	For the years ended January 31
	2007		2006		2005

Numerator:
Net income (in thousands)	$	25,441	$	24,262	$	17,891


Denominator:
Weighted average common shares outstanding		18,082,606		18,055,439		18,066,223
Weighted average stock units outstanding		3,602		—		—

Denominator for basic calculation		18,086,208		18,055,439		18,066,223


Weighted average common shares outstanding		18,082,606		18,055,439		18,066,223
Weighted average stock units outstanding		3,602		—		—
Dilutive impact of stock options		186,705		259,104		344,104

Denominator for diluted calculation		18,272,913		18,314,543		18,410,327

Net income per share – basic	$	1.41	$	1.34	$	0.99
Net income per share – diluted	$	1.39	$	1.32	$	0.97

RAVEN2007ANNUALREPORT

NOTES TO FINANCIAL STATEMENTS (continued)

Note 13. Business Segments and Major Customer Information

The company’s reportable segments are defined by their common technologies, production processes and inventories. These segments reflect the organization of the company into the three Raven divisions, each with a Divisional Vice President, and its Aerostar subsidiary. Raven Canada and Raven GmbH are consolidated with the Flow Controls Division.

Engineered Films produces rugged reinforced plastic sheeting for industrial, construction, manufactured housing and agriculture applications. Flow Controls, including Raven Canada and Raven GmbH, provides electronic and Global Positioning System (GPS) products for the precision agriculture, marine navigation and other niche markets. Electronic Systems is a total-solutions provider of electronics manufacturing services. Aerostar manufactures military parachutes, government service uniforms, custom-shaped inflatable products and high-altitude balloons for government and commercial research.

The company measures the performance of its segments based on their operating income exclusive of administrative and general expenses. The accounting policies of the operating segments are the same as those described in Note 1, Summary of Significant Accounting Policies. 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 as required by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.

Business segment information is as follows:


	For the years ended January 31
Dollars in thousands	2007			2006			2005

ENGINEERED FILMS DIVISION
Sales	$	91,082		$	82,794		$	58,657
Operating income		23,440			19,907			15,739
Assets		41,988			33,512			25,181
Capital expenditures		13,266			7,359			3,960
Depreciation & amortization		2,887			2,436			1,403

FLOW CONTROLS DIVISION
Sales	$	45,515		$	47,506		$	40,726
Operating income		10,111			13,586			10,516	^(b)
Assets		27,629			30,047			23,701
Capital expenditures		577			938			1,372
Depreciation & amortization		1,142			1,085			876

ELECTRONIC SYSTEMS DIVISION
Sales	$	66,278		$	56,219		$	47,049
Operating income		10,850			8,916			4,492
Assets		25,175			20,191			17,382
Capital expenditures		1,357			1,612			1,201
Depreciation & amortization		1,086			871			880

AEROSTAR
Sales	$	14,654		$	18,009		$	21,654
Operating income		707			2,133			3,609
Assets		8,161			6,837			7,492
Capital expenditures		812			179			542
Depreciation & amortization		375			359			389

REPORTABLE SEGMENTS TOTAL
Sales	$	217,529		$	204,528		$	168,086
Operating income		45,108			44,542			34,356	^(b)
Assets		102,953			90,587			73,756
Capital expenditures		16,012			10,088			7,075
Depreciation & amortization		5,490			4,751			3,548

CORPORATE & OTHER^(a)
Operating (loss) from sold business	$	—		$	(79	)	$	—
Operating (loss) from administrative expenses		(6,806	)		(7,179	)		(6,494	)
Assets		16,811			15,570			14,753
Capital expenditures		510			270			466
Depreciation & amortization		395			400			293

TOTAL COMPANY
Sales	$	217,529		$	204,528		$	168,086
Operating income		38,302			37,284			27,862	^(b)
Assets		119,764			106,157			88,509
Capital expenditures		16,522			10,358			7,541
Depreciation & amortization		5,885			5,151			3,841


(a)		Assets are principally cash, investments, deferred taxes and notes receivable.

(b)		Includes a $1.3 million pretax writeoff of assets related to the Fluent Systems product line (see Note 5).

Sales to a customer of the Electronic Systems segment accounted for 10% of consolidated sales in fiscal 2007 and 14% of the company’s consolidated accounts receivable at January 31, 2007. No customer accounted for more than 10% of the company’s consolidated sales or accounts receivable in fiscal 2006 or 2005.

Sales to countries outside the United States, primarily to Canada, are as follows:


	For the years ended January 31
Dollars in thousands	2007		2006		2005

Flow Controls	$	7,100	$	6,700	$	5,000
Engineered Films		2,000		1,300		600
Electronic Systems		8,700		8,000		4,900
Aerostar		900		800		500

Total foreign sales	$	18,700	$	16,800	$	11,000

Note 14. Quarterly Information (Unaudited)

The company’s quarterly information is presented on page 30.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Raven Industries, Inc:

We have completed integrated audits of Raven Industries, Inc.’s consolidated financial statements and of its internal control over financial reporting as of January 31, 2007, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of shareholders’ equity and comprehensive income and of cash flows present fairly, in all material respects, the financial position of Raven Industries, Inc. and its subsidiaries at January 31, 2007, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 7 to the consolidated financial statements, effective January 31, 2007, the Company adopted the provisions of Financial Accounting Standards Board Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control over Financial Reporting appearing on page 31 of the 2007 Annual Report to Shareholders, that the Company maintained effective internal control over financial reporting as of January 31, 2007 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

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

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 22, 2007

RAVEN2007ANNUALREPORT

INVESTOR INFORMATION

Annual Meeting
May 22, 2007, 9:00 a.m.
Ramkota Hotel and Conference Center
3200 W. Maple Avenue
Sioux Falls, SD

Dividend Reinvestment Plan
Raven Industries, Inc. sponsors a Dividend Reinvestment Plan so shareholders can purchase additional Raven common stock without paying any brokerage commission or fees. For more information on how you can take advantage of this plan, contact your broker, our stock transfer agent or write to our Investor Relations Department.

Dividend Policy
Our policy is to return about 30% of the company’s earnings to shareholders as a dividend. Each year our board of directors reviews Raven’s dividend. Fiscal 2007 represented the 20th-consecutive year we raised our annual dividend: a 29% increase to 36 cents per share.

Raven Web Site
www.ravenind.com

Stock Quotations
Listed on the Nasdaq Stock Market—RAVN

Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
Minneapolis, MN

Stock Transfer Agent & Registrar
Wells Fargo Bank, N.A.
161 N. Concord Exchange
P.O. Box 64854
South St. Paul, MN 55164-0854
Phone: 1-800-468-9716

Form 10-K
Upon written request, Raven Industries, Inc.’s Form 10-K for the fiscal year ended January 31, 2007, which has been filed with the Securities and Exchange Commission, is available free of charge.

Affirmative Action Plan
Raven Industries, Inc. and Aerostar International, Inc. are Equal Employment Opportunity Employers with approved affirmative action plans.

Direct inquires to:
Raven Industries, Inc.
Attention: Investor Relations
P.O. Box 5107
Sioux Falls, SD 57117-5107
Phone: 605-336-2750


		This graph compares the returns investors would have earned from stock price increases and dividend reinvestment if they purchased $100 of Raven stock or the same amount in one of these two indices on January 31, 2002. Their investment in Raven would have reached $561.83, versus $187.23 for the S&P 1500 Industrial Machinery Index and $176.56 in the Russell 2000 Index.

FORWARD-LOOKING STATEMENTS
Certain statements contained in this report 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 the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, there is no assurance that such assumptions are correct or that these expectations will be achieved. Such 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, which could affect certain of the Company’s primary markets, such as agriculture and construction, or changes in competition, raw material availability, technology or relationships with the Company’s largest customers, any of which could adversely impact any of the Company’s product lines, as well as other risks described in the Company’s 10-K under Item 1A. The foregoing list is not exhaustive and the company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements.

EX-21 6 c10747exv21.htm SUBSIDIARIES exv21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT


NAME OF SUBSIDIARY		JURISDICTION

Aerostar International, Inc.		South Dakota, USA

GTH, Inc. (formerly known as Glasstite, Inc.)		Minnesota, USA

Raven Industries Canada, Inc.		Nova Scotia, CANADA

Raven Industries GmbH		Solothurn, SWITZERLAND

EX-23 7 c10747exv23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM exv23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 33-38614 and 333-41352) of Raven Industries, Inc. of our report dated March 22, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated March 22, 2007 relating to the financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 30, 2007

EX-31.1 8 c10747exv31w01.htm 302 CERTIFICATION OF CEO exv31w01

Exhibit 31.1

CERTIFICATION OF CEO PURSUANT TO
SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Ronald M. Moquist, certify that:

1.		I have reviewed this annual report on Form 10-K 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

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: March 30, 2007	/s/ Ronald M. Moquist
	Ronald M. Moquist
	President and Chief Executive Officer

EX-31.2 9 c10747exv31w02.htm 302 CERTIFICATION OF CFO exv31w02

Exhibit 31.2

CERTIFICATION OF CFO PURSUANT TO
SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Thomas Iacarella, certify that:

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

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

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;

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

	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: March 30, 2007	/s/ Thomas Iacarella
	Thomas Iacarella
	Vice President and Chief Financial Officer

EX-32.1 10 c10747exv32w01.htm SECTION 906 CERTIFICATION exv32w01

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, Ronald M. Moquist, the 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-K for the fiscal year ended January 31, 2007 (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 30th day of March 2007.



	/s/ Ronald M. Moquist
	Ronald M. Moquist
	President and Chief Executive Officer

EX-32.2 11 c10747exv32w02.htm SECTION 906 CERTIFICATION exv32w02

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-K for the fiscal year ended January 31, 2007 (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 30th day of March 2007.



	/s/ Thomas Iacarella
	Thomas Iacarella
	Vice President and Chief Financial Officer

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