##### Table of Contents



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, 2006
 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.
  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
 (605) 336-2750
 Securities registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities registered pursuant to Section 12(g) of the Act:
    
    Common stock, $1 par value(Title of class)
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TABLE OF CONTENTS  DOCUMENTS INCORPORATED BY REFERENCEFORWARD-LOOKING STATEMENTSItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Pending Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Market for the Registrants Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes In and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other informationItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesItem 15. Exhibits, Financial Statement ScheduleSIGNATURES2006 Annual Report to ShareholdersSubsidiariesConsent of Independent Registered Public Accounting FirmCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  
 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, unless the
context indicates otherwise.
  PART I.
    
    ITEM IN FORM 10-K
    
    REFERENCEItem 1.
    
    Business
    
    Pages 4-6, this
document; Business
Segments pages 1, 18
and 42 of the Annual Report to ShareholdersItem 1A.
    
    Risk Factors
    
    Pages 6-8, this documentItem 1B.
    
    Unresolved Staff Comments
    
    Page 8, this documentItem 2.
    
    Properties
    
    Page 8, this documentItem 3.
    
    Pending Legal Proceedings
    
    Page 9, this documentItem 4.
    
    Submission of Matters to a Vote of Security Holders
    
    Page 9, this documentPART
II.Item 5.
    
    Market for the Registrants Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities
    
    Page 9, this document;
Quarterly Information
(unaudited), page 30,
Eleven-year Financial
Summary, pages 16-17,
and inside back cover,
Annual Report to
ShareholdersItem 6.
    
    Selected Financial Data
    
    Eleven-year Financial
Summary, pages 16-17,
Annual Report to
ShareholdersItem 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    Financial Review and
Analysis, pages 19-29,
Annual Report to
ShareholdersItem 7A.
    
    Quantitative and Qualitative
Disclosures About Market Risk
    
    Pages 9-10, this documentItem 8.
    
    Financial Statements and
Supplementary Data
    
    Pages 32-43, Annual Report to ShareholdersItem 9.
    
    Changes In and Disagreements With
Auditors on Accounting and Financial
Disclosure
    
    Page 10, this documentItem 9A.
    
    Controls and Procedures
    
    Page 10, this document; Managements Report on
Internal Control over Financial Reporting, page 31, Annual Report to Shareholders
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Item 9B.
    
    Other Information
    
    Page 10, this documentPART III.Item 10.
    
    Directors and Executive Officers of
the Registrant
    
    Pages 10-11, this document;
Election of Directors, Executive Compensation,
Board of Directors and Committees, Corporate
Governance and Other Matters, Proxy StatementItem 11.
    
    Executive Compensation
    
    Executive Compensation, Proxy StatementItem 12.
    
    Security Ownership of Certain
Beneficial Owners and Management and
Related Shareholder Matters
    
    Ownership of Common Stock, Proxy Statement,
Annual Report to Shareholders and page 11, this
documentItem 13.
    
    Certain Relationships and Related
Transactions
    
    Election of Directors, Proxy StatementItem 14.
    
    Principal Accounting Fees and Services
    
    Independent Registered Public Accounting Firm
Fees, Proxy StatementPART IV.Item 15.
    
    Exhibits, Financial Statement Schedule
    
    Pages 11-13, this document.
 
 FORWARD-LOOKING STATEMENTS
  3




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##### Table of Contents



RAVEN INDUSTRIES, INC.
FORM 10-K
FISCAL YEAR ENDED JANUARY 31, 2006
 
 Item 1. Business
 General  http//www.ravenind.com
 http://www.sec.gov
   FY 2006
    
    
    FY 2005
    
    
    FY 2004Pit lining film
    
    $
    20,991
    
    
    $
    13,112
    
    
    $
    10,509Disaster film
    
    
    11,447
    
    
    
    9,415
    
    
    
    56Other plastic films
    
    
    50,356
    
    
    
    36,130
    
    
    
    32,071Electronics manufacturing services
    
    
    56,219
    
    
    
    47,049
    
    
    
    44,307Agricultural flow control devices and accessories
    
    
    42,895
    
    
    
    37,004
    
    
    
    31,413Parachute-related products
    
    
    3,729
    
    
    
    7,887
    
    
    
    6,828Uniforms and protective wear
    
    
    6,117
    
    
    
    6,822
    
    
    
    5,730Other
    
    
    12,774
    
    
    
    10,667
    
    
    
    11,813Total sales
    
    $
    204,528
    
    
    $
    168,086
    
    
    $
    142,727
 Business Segments
 Flow Controls
   Engineered Films
  4




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Electronic Systems
   Aerostar
   Major Customer Information
  Seasonal Working Capital Requirements
  Financial Instruments
  Raw Materials
  Patents
  5




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Research and Development
  Environmental Matters
     Backlog
  Employees
  
 Item 1A. Risk Factors
  Weather conditions could affect certain of the companys markets such as agriculture and
construction.
   Price fluctuations in and shortages of raw materials could have a significant impact on the
companys ability to sustain and grow earnings.
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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 Electronic Systems Division is dependent on a small number of customers.
   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.
  7




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Significant risks and uncertainties may not be covered by indemnity or insurance.
  Changes in government policies and laws or worldwide economic conditions could adversely affect the
companys financial results.
  
 Item 1B.
Unresolved Staff Comments
  
 Item 2.
Properties
  Square
    
    
    
    BusinessLocation
    
    Feet
    
    Function
    
    SegmentsSioux Falls, SD
    
    
    150,000
    
    
    Corporate office; electronics
manufacturing
    
    All95,600
    
    
    Plastic sheeting manufacturing
    
    Engineered Films*73,300
    
    
    Warehouse
    
    Engineered Films59,000
    
    
    Plastic sheeting and hot-air
balloon manufacturing
    
    Engineered Films;
Aerostar30,800
    
    
    Warehouse and offices
    
    Engineered Films27,000
    
    
    Offices and material handling
facility
    
    Aerostar25,300
    
    
    Inflatable manufacturing
    
    Aerostar24,000
    
    
    Electronics manufacturing
    
    Electronic Systems10,200
    
    
    Machine shop
    
    Flow Controls7,800
    
    
    Training/meeting center
    
    Flow ControlsSulphur Springs, TX
    
    
    63,900
    
    
    Research balloon manufacturing
    
    AerostarSpringfield, OH
    
    
    30,000
    
    
    Warehouse
    
    Engineered FilmsHuron, SD
    
    
    24,100
    
    
    Sewing plant
    
    AerostarSt. Louis, MO
    
    
    24,000
    
    
    Electronics manufacturing
    
    Electronic SystemsMadison, SD
    
    
    20,000
    
    
    Sewing plant
    
    AerostarAustin, TX
    
    
    **12,000
    
    
    Product development and
manufacturing
    
    Flow ControlsStockholm, SK
    
    
    **6,800
    
    
    Warehouse
    
    Flow Controls
 
 *
    
    The company purchased this building on February 1, 2006.**
    
    Leased 8




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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, Related Shareholder Matters, and
Issuer Purchases of Equity Securities
   Max. # (or approx $Total # shares
    
    
    value of sharespurchased as part
    
    
    that may yet beof Publicly
    
    
    purchased under thePeriod
    
    Total Number
    
    
    Average price
    
    
    Announced Plan
    
    
    PlansNovember 2005
    
    
    3,000
    
    
    $
    29.87
    
    
    
    3,000
    
    
    $
    910,380December 2005
    
    
    9,000
    
    
    $
    30.22
    
    
    
    9,000
    
    
    $
    638,440January 2006
    
    
    10,000
    
    
    $
    29.03
    
    
    
    10,000
    
    
    $
    348,140Total Fourth
Quarter
    
    
    22,000
    
    
    $
    29.63
    
    
    
    22,000
  
 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
   9




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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
 Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  
 Item 10. Directors and Executive Officers of the Registrant
 Election of Directors, Executive
Compensation, Board of Directors and Committees Corporate Governance, and Other Matters
 Executive Officers
 Name
    
    Age
    
    PositionRonald M. Moquist
    
    
    60
    
    
    President and Chief Executive OfficerThomas Iacarella
    
    
    52
    
    
    Vice President and Chief Financial OfficerBarbara K. Ohme
    
    
    58
    
    
    Vice President - AdministrationDaniel A. Rykhus
    
    
    41
    
    
    Executive Vice President
   10




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Item 11. Executive Compensation
 Executive Compensation
 
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
 Ownership of Common Stock
  Equity Compensation Plan Information
 Number of securities
    
    Weighted-averageto be issued upon
    
    exercise price of
    
    Number ofexercise of
    
    outstanding
    
    securities availablePlan Category
    
    outstanding options
    
    options
    
    for future issuanceEquity compensation
plans approved by
security holders (1)
    
    
    519,414
    
    
    $
    14.05
    
    
    
    580,500Equity compensation
plans not approved
by security holders
    
    None
    
    None
    
    None
 
 (1)
 
 Item 13. Certain Relationships and Related Transactions
 Election of Directors
 
 Item 14. Principal Accounting Fees and Services
 Independent Registered Public Accounting Firm
Fees,
 
 Item 15. Exhibits, Financial Statement Schedule
 (a)
    
    Consolidated Financial Statements and Schedule
 1.
    
    Incorporated by reference from the attached exhibit containing the
2006 Annual Report to Shareholders:
 
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2.
    
    Included in Part II:
     (b)
    
    Exhibits Filed
  ExhibitNumber
    
    Description2(a)
    
    Asset Purchase Agreement dated February 17, 2005 by and among Raven Industries,
Montgomery Industries and others.***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)
    
    Change in Control Agreement between Raven Industries, Inc. and Daniel Rykhus dated
as of April 1, 2004 (incorporated by reference to Exhibit 10(b) of the companys Form
10-Q for the quarter ended April 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 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 Barbara Ohme
dated as of February 1, 2004.**
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ExhibitNumber
    
    Description10(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
    
    2006 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.
 
 *
    
    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.***
    
    Incorporated by reference to corresponding Exhibit Number of the companys Form 10-K for the
year ended January 31, 2005. 13




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SIGNATURES
  RAVEN INDUSTRIES, INC.(Registrant)March 31, 2006
    
    By:
    
    /S/ Ronald M. MoquistDate
    
    
    
    Ronald M. MoquistPresident (Principal Executive Officer and Director)
  March 31, 2006

          Date
    
    /S/ Ronald M. Moquist

Ronald M. MoquistPresident (PrincipalExecutiveOfficer and Director)March 31, 2006

          Date
    
    /S/ Thomas Iacarella

Thomas IacarellaVice President and Chief Financial Officer(Principal Financial and Accounting Officer)Directors:March 31, 2006

          Date
    
    /S/ Conrad J. Hoigaard

Conrad J. HoigaardMarch 31, 2006

          Date
    
    /S/ Anthony W. Bour

Anthony W. BourMarch 31, 2006

          Date
    
    /S/ David A. Christensen

David A. ChristensenMarch 31, 2006

          Date
    
    /S/ Thomas S. Everist

Thomas S. EveristMarch 31, 2006

          Date
    
    /S/ Mark E. Griffin

Mark E. GriffinMarch 31, 2006

          Date
    
    /S/ Cynthia H. Milligan

Cynthia H. Milligan
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Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule
   
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SCHEDULE
II - VALUATION AND QUALIFYING ACCOUNTS
 for the years ended January 31, 2006, 2005 and 2004
 
 Column A
    
    Column B
    
    
    Column C
    
    
    Column D
    
    
    Column EAdditionsBalance at
    
    
    Charged to
    
    
    Charged to
    
    
    DeductionsBeginning
    
    
    Costs and
    
    
    Other
    
    
    From
    
    
    Balance atDescription
    
    of Year
    
    
    Expenses
    
    
    Accounts
    
    
    Reserves (1)
    
    
    End of YearDeducted in the balance sheet
from the asset to which it
applies:Allowance for doubtful
accounts:Year ended January 31, 2006
    
    $
    265
    
    
    $
    78
    
    
    None
    
    $
    86
    
    
    $
    257Year ended January 31, 2005
    
    $
    265
    
    
    $
    34
    
    
    None
    
    $
    34
    
    
    $
    265Year ended January 31, 2004
    
    $
    240
    
    
    $
    67
    
    
    None
    
    $
    42
    
    
    $
    265
 Note
 
 (1)
    
    Represents uncollectible accounts receivable written off during the year, net of
recoveries. 16