FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
(Mark One)  
[X]þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedJanuary 31, 2005

   
For the fiscal year ended January 31, 2003
[   ]o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
For the transition period fromto

Commission File: 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) 335-2750336-2750


(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None

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

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

Common stock, $1 par value

(Title of each class)

Indicate by checkmark 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

  [X] 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 (“X”) whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act.)þ

[X] Yes    [   ]o No

The aggregate market value of the registrant’s common stock held by nonaffiliates at July 31, 20022004 was approximately $77,387,241.$297,995,628. The aggregate market value was computed by reference to the closing price (as adjusted for the two-for-one stock split on October 15, 2004), as reported on the NASDAQ National Market System, $11.63 (as adjusted for the two-for-one stock split January 15, 2003),$19.06, on July 31, 2002,2004, which was as of the last business day of the registrant’s most recently completed second fiscal quarter.

Shares of common stock outstanding at April 10, 2003: 9,048,810.

1


March 23, 2005: 18,028,086.

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE
FORWARD-LOOKING STATEMENTS
Item 1.Business
Item 2.Properties
Item 3.Pending Legal Proceedings
Item 4.Submission of Matters to a Vote of Security Holders
Item 4A.Executive Officers of the Registrant
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
Item 10.Directors and Executive Officers of the Registrant
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.Certain Relationships and Related Transactions
Item 14.Controls and Procedures
Item 15.Exhibits, Financial Statement Schedule and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
EX-13 2003 Annual Report to Shareholders
EX-21 Subsidiaries of the Registrant
EX-23 Consent of Independent Accountants
EX-99.1 Certification Pursuant to Section 906


DOCUMENTS INCORPORATED BY REFERENCE

The following terms - the company, Raven or the registrant - are intended to apply to Raven Industries, Inc. and its consolidated subsidiaries listed in Exhibit 21 to this report.report, unless the context indicates otherwise.

The following table shows, except as otherwise noted, the location of information, required in this Form 10-K, in the registrant’s Annual Report to Shareholders for the year ended January 31, 20032005 and the Proxy Statement for the registrant’s 20032005 annual meeting, a definitive copy of which waswill be filed onin April 18, 2003.2005. All such information set forth under the heading “Reference” below is included herein or incorporated herein by reference. A copy of the registrant’s Annual Report to Shareholders for the year ended January 31, 20032005 is included as an exhibit to this report.

     
PART I. ITEM IN FORM 10-K REFERENCE


PART I.

Item 1. Business Business, pages 4-8,4-7, this document;
Business Segments
pages 51, 16 and 16
38 of the Annual Report to
Shareholders
     
Item 2. Properties Properties, pages 8-9,7-8, this document
     
Item 3. Pending Legal Proceedings Pending Legal Proceedings, page 9,8, this
document
     
Item 4. Submission of Matters to a Vote of Security Holders Submission of Matters to a Vote of
Security Holders, page 9,
8, this
document
     
Item 4A. Executive Officers of the Registrant
PART II.
 Executive Officers of the Registrant, page 9, this document
     
PART II.    

    
Item 5. Market for the Registrant’s Common Equity and Related
     Stockholder
Page 8, this document, Quarterly
Shareholder Matters Quarterly Information (unaudited), page 26,
Eleven-year
Financial Summary,
pages 14-15, and inside back cover,
Annual Report to Shareholders
     
Item 6. Selected Financial Data Eleven-year Financial Summary,
pages 14-15, Annual Report
to Shareholders
     
Item 7. Management’s Discussion and Analysis of Financial
     Condition and Results of Operations
 Financial Review and Analysis, pages 17-25,17-
of Financial Condition and Results of25, Annual Report
to Shareholders
Operations
     
Item 7A. Quantitative and Qualitative Disclosures About Market
     Risk
 Page 9, this document
About Market Risk
     
Item 8. Financial Statements andPages 28-39, Annual Report to
Supplementary Data Pages 27-39,Shareholders
Item 9.Changes In and Disagreements WithChanges In and Disagreements With
Auditors on Accounting and FinancialAuditors on Accounting and Financial
DisclosureDisclosure, page 9, this document
Item 9A.Controls and ProceduresPage 27, Annual Report to Shareholders

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PART III.
     
  ITEM IN FORM 10-KREFERENCE


Item 9.Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure
Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure, page 10, this
      document
   
PART III.

    
Item 10. Directors and Executive Officers of thePages 9-10, this document
Registrant Election of Directors, Executive
Compensation, Board of Directors
and Executive Compensation, Committees, Corporate
Governance and Other Matters,
Proxy
Statement
    Executive Officers of Registrant, Item 4A, page 9, this
      document and Other Matters, Proxy Statement
     
Item 11. Executive Compensation Executive Compensation, Proxy
Statement
     
Item 12. Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
 Ownership of Common Stock, Proxy
Owners and Management andStatement, page 36,
Annual Report to
Related Shareholder MattersShareholders and page 10, this
document
     
Item 13. Certain Relationships and Related Transactions Election of Directors, Proxy Statement
Transactions
     
Item 14. Control ProceduresPrincipal Accounting Fees and Services Control Procedures, page 11, this documentIndependent Registered Public
Accounting Firm Fees, Proxy
Statement
     
PART IV.
    

    
Item 15. Exhibits, Financial Statement Schedule and Reports on
      Form 8-K
 Exhibits, Financial Statement Schedule, and Reports on
     Form 8-K,
pages 11-13,10-12, this document.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act provides a “safe harbor” for forward-looking statements. Certain information included in this Form 10-K and other materials filed or to be filed by the company with the Securities and Exchange Commission (as well as information included in statements made or to be made by the company) contains statements that are forward-looking. Although the company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, there is no assurance that such 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 general economic and 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 customer base,largest customers, any of which could adversely impact any of the company’s product lines. 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.

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TABLE OF CONTENTS

Item 1. Business
Item 2. Properties
Item 3. Pending Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Market for the Registrant’s Common Equity and Related Shareholder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits, Financial Statement Schedule
SIGNATURES
Asset Purchase Agreement
2005 Annual Report to Shareholders
Subsidiaries
Consent of Independent Registered Public Accounting Firm
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certifications Pursuant to Section 906


RAVEN INDUSTRIES, INC.
FORM 10-K
fiscal year ended JanuaryFISCAL YEAR ENDED JANUARY 31, 20032005

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 750805 persons on active status in four states and is headquartered at 205 E. Sixth Street, Sioux Falls, SD 57104 - telephone (605) 336-2750. The company’s Internet address is located athttp//www.ravenind.com and its common stock trades on the NASDAQ National Market System under the symbol RAVN. During fiscal 2004 the company adopted a Code of Ethics applicable to all officers, directors, and employees and which is available on the website.

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 450 Fifth Street, N.W., Washington, DC 20549, through theirits web site athttp://www.sec.gov, or by calling the SEC at 1-800-SEC-0330.

The company has four ongoing business segments consisting of three Raven divisions and one subsidiary: Electronic Systems Division, Flow Controls Division, Engineered Films Division, and Aerostar International, Inc. (Aerostar). Beta Raven, a wholly owned subsidiary, was partially merged into the Electronic Systems Division in fiscal 2002 and the remaining operating assets were sold to a third party or liquidated into Raven Industries, Inc. in fiscal 2003. Substantially all of the company’s plastic tank product lines were sold in the third quarter of fiscal 2001. 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. Page 16 of the company’s Annual Report to Shareholders, incorporated herein by reference, provides financial information concerning the business segments, including sold businesses.

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

              
   FY 2003 FY 2002 FY 2001
   
 
 
Electronics manufacturing services $38,589  $32,289  $32,039 
Flow control devices and accessories  28,496   23,178   16,758 
Reinforced plastic sheeting  35,096   35,796   35,403 
Specialty apparel  7,049   11,001   19,102 
Other  10,359   9,754   10,058 
  
  
  
 
Total ongoing operation sales  119,589   112,018   113,360 
Businesses sold:            
 Plastic tanks     3,500   16,232 
 Feedmill controls  1,314   2,997   3,266 
  
  
  
 
        Total sales $    120,903  $    118,515  $    132,858 
  
  
  
 
             
  FY 2005  FY 2004  FY 2003 
Reinforced plastic sheeting $58,657  $42,636  $35,096 
Electronics manufacturing services  47,049   44,307   38,589 
Agricultural flow control devices and accessories  37,004   31,413   23,071 
Cargo parachutes/parachute-related products  7,887   6,828   813 
Uniforms and protective wear  6,822   5,730   4,957 
Other  10,667   11,813   17,063 
          
Total ongoing operation sales  168,086   142,727   119,589 
Businesses sold:            
Feedmill controls        1,314 
          
Total sales $168,086  $142,727  $120,903 
          

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Business Segments


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 roadside and turf chemical spraying.marine navigation. The company has developed new products for field location control and chemical

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injection. The acquisitionIn February 2005, the company acquired the assets of Starlink in fiscal 2002 enhanced the company’s GPS capabilities. The combined technologies are expectedMontgomery Industries, Inc. a privately-held Saskatchewan, Canada company, to provide a competitive advantage in the support ofexpand its precision agriculture in future years.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 plans to expand onbegan expanding their marketing and distribution plans through on-site marketingprecision 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.

Engineered Films
This segment produces rugged reinforced plastic sheeting for industrial, construction and agricultural applications and high altitude balloons for public and commercial research.
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. To increase production, a $7.3 million two-year capital investment plan was completed in fiscal 2003 including a new extruder believed to be one of the largest in North America, nearly doubling capacity. In fiscal 2005 and 2006, investment resumed with capital expenditures for new extrusion technology and lamination and warehouse capacity.

     High-altitude research balloons are sold directly to public agencies (usually funded by the National Aeronautics and Space Administration) or commercial users. Demand for these products is small but stable. Raven is the largest balloon supplier for high-altitude research in the United States.

Electronic Systems
The company has focused this segment’s capabilities in electronics manufacturing services (EMS) for commercial customers.customers with a focus on high-mix, low-volume production. Historically, the company’s Electronic Systems segment provided a variety of assemblies and controls to the United States Department of Defense and other military contractors. Assemblies manufactured by the Electronic Systems segment include communication, environmental control, computer and other products where high quality is critical. The Electronic Systems segment expanded its capacity in fiscal 2002 by purchasing System Integrators and moving it into its EMS facility in St. Louis, Missouri.

EMS sales are made in response to competitive bid requests by commercial customers and military contractors. 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.

5


Aerostar
The Aerostar subsidiary produces and sells custom-shaped advertising inflatables that have a number of uses including parade floats and advertising media. It also sells high altitude balloons for public and commercial research. In fiscal 2003, the subsidiary was awarded a $7.65 million contract to produce cargo parachutes for the US Army. Shipments were substantially completed during fiscal 2004, but a $7.75 million add-on to the contract was received in fiscal 2004. The second year contract ramped up to full delivery rates for the first three quarters of fiscal 2005. At that point, deliveries originally scheduled through January 2005 were rescheduled by the US Army through October 2005. The company is the originator of modern hot-air ballooning and continues to be a leader in design and technical expertise. Aerostar also manufactures other sewn and sealed products on a contract basis. In fiscal 2003, the subsidiary was awarded a $7.65 million contractIt continues to produce cargo parachutesuniforms and protective wear for the US Army.government agencies as a subcontractor. The subsidiary was previously in the cold-weather commercial outerwear business, but with the closure of a sewing plant in fiscal 2003 and prior plant sales, has now exited that business. It continues to produce uniforms for US government agencies as a subcontractor.

     The Aerostar segment sells inflatable displays directly to corporate customers, advertising agencies, and public relations firms, and are subject to varying levels of competition. Generally, the more customized the product, the greater the company’s market share. Hot-air balloons are sold through an independent third-party dealer network.

Government 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. Demand for these products is small but stable. Aerostar is the largest balloon supplier for high-altitude research in the United States.

5


Sold Businesses
The Beta Raven Industrial Controls Division produced and sold computerized process-control systems directly to feedmills and to other markets. The business was sold during fiscal 2003. In prior years, the company has disposed of its pickup-truck topper (fiscal 2000) and plastic tank businesses.
businesses (fiscal 2001).

Major Customer Information

     One
No one customer in the Electronic Systems segment, General Dynamics, accounted for 10.7% ($12.9 million)10% or more of consolidated sales in fiscal 2003. No customer accounted for2005 or more than 10 percent of the company’s consolidated accounts receivable at January 31, 2003. Additionally, General Dynamics and two other2005. In fiscal 2003, one customer in the Electronic Systems segment accounted for $12.9 million, or 10.7%, of the company’s consolidated sales. No customers reached the 10% threshold in fiscal 2004. Two customers in the Electronic Systems segment accounted for more than 68%48% of the segment’s sales.sales in fiscal 2005. The loss of these accounts would adversely affect profitability; however, the company believes its relationships with these customers are strong. In addition, the breadth of the company’s product lines helps protect it from the impact of losing any single customer.

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 in short-term investments, accounts receivable and long-term debt. The company believes that the interest rate, credit and market risk related to these accounts is not significant. The company manages the risk 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. Except for operating leases, the company does not enter into hedging, derivative instruments, or off balance sheet financing.

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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 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 3133 of the 20032005 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-Octoberpre-

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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 preliminary environmental assessments of the properties used in these businesses. Although these assessments are still being evaluated by the MPCA and DENR, respectively, on the basis of the preliminary 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 flow of the company. The company had accrued approximately $60,000$145,000 at January 31, 2003,2005, its best estimate of probable costs to be incurred related to these matters.

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Backlog


As of February 1, 2003,2005, the company’s backlog of firm orders totaled $42.8$43.6 million. Backlog amounts as of February 1, 20022004 and 20012003 were $33.8$47.1 million and $38.2$42.8 million, respectively. Orders in the Flow Controls Division account for the majority of the increase.

Employees


As of January 31, 2003,2005, the company had approximately 765860 employees, 750805 in an active status. Following is a summary of active employees by segment: Electronic Systems — 210;- 240; Flow Controls — 170;- 210; Engineered Films — 130;- 120; Aerostar - - 195;190; Administration - 45. Management believes its employee relations are satisfactory.

Item 2.Properties

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

       
SquareBusiness
Location Square Feet Function Business Segments




Sioux Falls, SD 150,000 Corporate office; electronics manufacturing All
  manufacturing 
  69,300 Plastic sheeting manufacturing Engineered Films
  59,000 Plastic sheeting and hot-airEngineered Films;
  balloon manufacturing Engineered Films; Aerostar
  30,800 Warehouse and offices Engineered Films
  27,000 Offices and material handling facility Aerostar
  facility 
  25,300 Inflatable manufacturing Aerostar
  24,000 Electronics manufacturing Electronic Systems
  10,200 Machine shop Flow Controls
  *9,00015,470 Warehouse Engineered Films
  6,2007,800 Training/meeting center All
Flow Controls
Sulphur Springs, TX *63,900 Research balloon
Aerostar
manufacturing Engineered Films
 
Springfield, OH 30,000 Plastic sheeting manufacturingWarehouse Engineered Films
Huron, SD 24,100 Sewing plant Aerostar
St. Louis, MO 21,000 Electronics manufacturing Electronic Systems
*3,600WarehouseElectronic Systems
Madison, SD 20,000 Sewing plant Aerostar
Parkston, SDAustin, TX 14,000Held for saleAerostar
Austin, TX *12,000 Product development andFlow Controls
  manufacturing
Stockholm, SK*6,800Electronics manufacturing Flow Controls


*Leased

87


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.needs, although the company is building a 26,000 square foot addition in Sioux Falls for its Engineered Films Division. This division will also be purchasing additional space as described in Note 14 to the Consolidated Financial Statements located on page 38 of the 2005 Annual Report to Shareholders, incorporated herein by reference. 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.Pending Legal Proceedings

The company is responsible for investigation and remediation of environmental contamination at two of its sold facilities as described under “Environmental(see “Item 1, Business — Environmental Matters” on page 7.). 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 4A.5.Executive OfficersMarket for the Registrant’s Common Equity and Related Shareholder Matters

Incorporated by reference to pages 26 (Quarterly Information), 14-15 (Eleven-year Financial Summary), and inside back cover of the Registrant

NameAgePosition



Ronald M. Moquist57President and Chief
Executive Officer
Thomas Iacarella49Vice President and
Chief Financial Officer
2005 Annual Report to Shareholders.

EachRepurchases of the above named individuals serves atcompany’s common stock during the pleasurefourth quarter of fiscal 2005 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 2004   15,000   $21.07    15,000   $1,183,950  
 December 2004   52,000   $19.44    52,000   $173,310  
 January 2005   9,500   $18.18    9,500   $485  
 Total Fourth Quarter   76,500   $19.60    76,500       
 

The company repurchases stock under an authorization from its Board of Directors. It has not publicly announced its repurchase plans, other than to indicate a willingness to buy less than 2% of shares outstanding on an annual basis. Under a resolution from the Board of Directors, dated March 12, 2005, the company has authority to repurchase up to $1.0 million of stock on a year-to-year basis.the open market. The Board of Directors has renewed these authorizations quarterly; there is no assurance the Board will continue this practice.

     Mr. Moquist was named President and Chief Executive Officer8


Item 6.Selected Financial Data

Incorporated by reference to pages 14-15 of the company effective August 1, 2000. He served as the Executive Vice Presidentcompany’s Annual Report to Shareholders.

Item 7.Management’s Discussion and Analysis of Raven from 1985 through July 2000. He joined the company in 1975 as SalesFinancial Condition and Marketing Manager.Results of Operations

     Mr. Iacarella has beenIncorporated by reference to pages 17-25 of the company’s Chief Financial Officer, Secretary and Treasurer since 1998. He joined Raven as Corporate Controller, in 1991. PriorAnnual Report to joining the company, he held positions with Tonka Corporation and Ernst & Young, LLP.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’s debt consists of capital leases, all of which have fixed interest rates. The company does not expect operating results or cash flows to be significantly affected by changes in interest rates. Additionally, the company has no derivative contracts or foreign currency exchange risk.

9


and typically buys materials and sells products in US dollars.

Item 8.Financial Statements and Supplementary Data

Incorporated by reference to pages 28-39 of the company’s Annual Report to Shareholders.

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

None.

Item 10.9A.DirectorsControls and Executive Officers of the RegistrantProcedures

Incorporated by reference to the sections entitled “Electionpage 27 of Directors”, “Executive Compensation”and “Other Matters,” within the company’s Proxy Statement relatingAnnual Report to its 2003 Annual Meeting of Shareholders. Executive Officers of Registrant, Item 4A, page 9, this document.

Item 10.Directors and Executive Officers of the Registrant

Incorporated by reference to the sections entitled “Election of Directors,” “Executive Compensation,” “Board of Directors and Committees,”“Corporate Governance,” and “Other Matters” within the company’s Proxy Statement relating to its 2005 Annual Meeting of Shareholders.

Executive Officers
NameAgePosition
Ronald M. Moquist59President and Chief Executive Officer
Thomas Iacarella51Vice President and Chief Financial Officer
Barbara K. Ohme57Vice President - Administration
Daniel A. Rykhus40Executive Vice President

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

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

9


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

Ms. Ohme was named Vice President - Administration on February 1, 2004. She joined Raven as Employment Manager in 1987.

Mr. Rykhus was named Executive Vice President and General Manager, Flow Controls Division on April 1, 2004. He joined the company as Director of World Class Manufacturing in 1990.

Item 11.Executive Compensation

Incorporated by reference to the section entitled “Executive Compensation”within the company’s Proxy Statement relating to its 20032005 Annual Meeting of Shareholders.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Incorporated by reference to the section entitled “Ownership of Common Stock of Directors”within the company’s Proxy Statement relating to its 2003 Annual Meeting of Shareholders.

The number of shares to be issued upon exercise and the number of shares remaining available for future issuance under the Company’s equity compensation plans at January 31, 2003 were as follows:

Equity Compensation Plan Information

             
  Number of securities Weighted-average    
  to be issued upon exercise price of Number of
  exercise of outstanding securities available
Plan Category outstanding options options for future issuance

 
 
 
Equity compensation plans approved by security holders(1)
  436,056   $7.43   428,900 
 
Equity compensation plans not approved by security holders  None   None   None 

(1) Description of plan is included in Note 10 to the Consolidated Financial Statements located on page 36 of the 2003 Annual Report to Shareholders incorporated herein by reference.

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 2005 Annual Meeting of Shareholders.

The number of shares to be issued upon exercise and the number of shares remaining available for future issuance under the company’s equity compensation plans at January 31, 2005 is presented in the following table.

Equity Compensation Plan Information

             
  Number of securities  Weighted-average    
  to be issued upon  exercise price of  Number of 
  exercise of  outstanding  securities available 
Plan Category outstanding options  options  for future issuance 
Equity compensation plans approved by security holders(1)
  323,076  $5.27   655,700 
Equity compensation plans not approved by security holders None
 None
 None


(1)Description of plan is included in Note 11 to the Consolidated Financial Statements located on page 37 of the 2005 Annual Report to Shareholders incorporated herein by reference.

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 20032005 Annual Meeting of Shareholders.

10


Item 14.Controls and Procedures

UnderItem 14.Principal Accounting Fees and Services

Incorporate by reference to the supervision and with the participation of the company’s management, including the Chief Executive Officer and Chief Financial Officer, the company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-14(c) within 90 days of the filing of this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no significant changessection entitled“Independent Registered Public Accounting Firm Fees,”contained in the company’s internal controls or in other factors that could significantly affect these controls subsequentProxy Statement relating to the dateits 2005 Annual Meeting of the evaluation referenced above, including any corrective actions with regard to significant deficiencies and material weaknesses.Shareholders.

Item 15.Exhibits, Financial Statement Schedule and Reports on Form 8-K

Item 15.Exhibits, Financial Statement Schedule

 (a)Consolidated Financial Statements and Schedule

10


 1.  Incorporated by reference from the attached exhibit containing the 20032005 Annual Report
to Shareholders:


Consolidated Balance Sheets


Consolidated Statements of Income


Consolidated Statements of Stockholders’Shareholders’ Equity and
     Comprehensive Income


Consolidated Statements of Cash Flows


Notes to Financial Statements


Report of Independent Accountants

Registered Public Accounting Firm

 2.  Included in Part II:

 
    Report of Independent AccountantsRegistered Public Accounting Firm on Financial
     Statement Schedule

Schedule II - Valuation and Qualifying Accounts

    The following schedules are omitted as they are not applicable or are not required: I, III and IV.

 
(b)Reports on Form 8-K
None
(c)  Exhibits Filed
 
    The following exhibits are filed as part of this report:

11


Item 15.Exhibits, Financial Statement Schedule and Reports on Form 8-K, continued:
   
Exhibit  
Number NumberDescription


2(a) Asset Purchase Agreement dated December 5, 2001February 17, 2005 by and among Raven Industries, Starlink IncorporatedMontgomery Industries and the shareholders of Starlink Incorporated (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated December 5, 2001).others.
   
3(a) Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.*
   
3(b) By-LawsBylaws of Raven Industries, Inc.*
   
3(c) Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the by-lawsbylaws of Raven Industries, Inc.*
   
10(a) Employment Agreement between Raven Industries, Inc. 2000 Stock Option and Compensation Plan adopted May 24, 2000Daniel Rykhus dated as of April 1, 2004 (incorporated by reference to Exhibit A to10(a) of the company’s definitive Proxy Statement filedForm 10-Q for the quarter ended April 19, 2000)30, 2004).
   
10(b) Change in Control Agreement between Raven Industries, Inc. 1990 Stock Plan adopted January 30, 1990and Daniel Rykhus dated as of April 1, 2004 (incorporated by reference to Exhibit A to10(b) of the company’s definitive Proxy Statement filedForm 10-Q for the quarter ended April 25, 1990)30, 2004).
   
10(c) Change in Control Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of March 17, 1989.*
   
10(d) Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of August 1, 1998 (incorporated by reference to Exhibit 10.1 of the company’s Form 10-Q for the quarter ended July 31, 1998).
   
10(e) Employment Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of November 29, 1999 (incorporated by reference to Exhibit 10(j) of the company’s Form 10-K for the year ended January 31, 2001).February 1, 2004.**
   
10(f) Schedule identifying material details of other Employment AgreementsAgreement between Raven Industries, Inc. and other executive officers substantially identical to the Employment Agreement filedThomas Iacarella dated as Exhibit 10(e) (incorporated by reference to Exhibit 10(k) of the company’s Form 10-K for the year ended January 31, 2001).February 1, 2004.**

11


   
10(g) Schedule A to Employment AgreementAgreements between Raven Industries, Inc. and Ronald M. Moquist and Thomas Iacarella dated as of November 14, 2000 (incorporated by reference to Exhibit 10(l) of the company’s Form 10-K for the year ended January 31, 2001).February 1, 2004.**
   
10(h) Deferred Compensation PlanEmployment Agreement between Raven Industries, Inc. and David A. ChristensenBarbara Ohme dated as of February 1, 1997 (incorporated by reference to Exhibit 10(h) of the company’s Form 10-K for the year ended January 31, 1999).

12


2004.**
Item 15.Exhibits, Financial Statement Schedule and Reports on Form 8-K, continued:

   
10(i) ExhibitChange in Control Agreement between Raven Industries, Inc. and Barbara Ohme dated as of February 1, 2004.**
  
NumberDescription


10(i)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).
  
13 20032005 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 Accountants.Registered Public Accounting Firm.
   
31(a) Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act.
  99
31(b)Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act.
32 Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002.


* 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.

1312


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 31, 2005   RAVEN INDUSTRIES, INC.
(Registrant)
April 23, 2003

        Date
By: /S/ Ronald M. Moquist

DateRonald M. Moquist
President (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.

   
April 23, 2003

        DateMarch 31, 2005
By:/S/ Ronald M. Moquist

Ronald M. Moquist
President (Principal Executive
Officer and Director)
April 23, 2003

        Date
/S/ Thomas Iacarella

Thomas Iacarella
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Directors:
April 23, 2003

        Date
/S/ Conrad J. Hoigaard

Conrad J. Hoigaard
April 23, 2003

        Date
/S/ Anthony W. Bour

Anthony W. Bour
April 23, 2003

        Date
/S/ David A. Christensen

David A. Christensen
April 23, 2003

        Date
/S/ Thomas S. Everist

Thomas S. Everist
April 23, 2003

        Date
/S/ Mark E. Griffin

Mark E. Griffin
April 23, 2003

        Date
/S/ Cynthia H. Milligan

Cynthia H. Milligan

14


CERTIFICATIONS

I, Ronald M. Moquist, certify that:

1.I have reviewed this annual report on Form 10-K of Raven Industries, Inc.;
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

a.Designed such disclosure controls and procedures 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 annual report is being prepared;
b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c.Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, 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 in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; 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; and

6.The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   
Date: April 23, 2003/s/S/ Ronald M. Moquist
  
Date  Ronald M. Moquist
President and Chief Executive Officer

15


I, Thomas Iacarella, certify that:

1. I have reviewed this annual report on Form 10-K of Raven Industries, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;President (Principal Executive Officer and
3.Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

a.Designed such disclosure controls and procedures 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 annual report is being prepared;
Director)
 b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c.Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, 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 in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; 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; and

6.The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   
Date: April 23, 2003March 31, 2005 /s/S/ Thomas Iacarella
  
Date  Thomas Iacarella
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

16Directors:

March 31, 2005/S/ Conrad J. Hoigaard
DateConrad J. Hoigaard
March 31, 2005/S/ Anthony W. Bour
DateAnthony W. Bour
March 31, 2005/S/ David A. Christensen
DateDavid A. Christensen
March 31, 2005/S/ Thomas S. Everist
DateThomas S. Everist
March 31, 2005/S/ Mark E. Griffin
DateMark E. Griffin
March 31, 2005/S/ Cynthia H. Milligan
DateCynthia H. Milligan

13


REPORT OF INDEPENDENT ACCOUNTANTSReport of Independent Registered Public Accounting Firm on
ON FINANCIAL STATEMENT SCHEDULEFinancial Statement Schedule

To the Board of Directors and StockholdersShareholders 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 7, 200324, 2005 appearing in the 20032005 Annual Report to StockholdersShareholders of Raven Industries, Inc. (which report, and 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 7, 200324, 2005

1714


SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

for the years ended January 31, 2003, 20022005, 2004 and 20012003

(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, 2003$310  $(125) (2) None $(55) $240 
   
   
       
   
 
            Year ended January 31, 2002 $400  $126  None $216  $310 
   
   
       
   
 
            Year ended January 31, 2001 $400  $552  None $552  $400 
   
   
       
   
 
                     
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, 2005 $265  $34  None $34  $265 
                 
Year ended January 31, 2004 $240  $67  None $42  $265 
                 
Year ended January 31, 2003 $310  $(125) None $(55) $240 
                 

Note:Note:

(1)  Represents uncollectible accounts receivable written off during the year, net of recoveries.
(2) $100 was included as a reduction in bad debt expense and $25 as an increase in the net gain on sale of assets.


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

1815