~~#21~~

Administrative spending for the three- and ~~six-month~~nine-month periods ended ~~July~~October 31, 2015 was down ~~$1.2~~$1.1 million and $2.4 million, respectively, as compared to the fiscal 2015 comparable periods. Both fiscal 2016 periods reflect the Company's cost control measures put in place starting in the fiscal 2015 second quarter to manage expenses relative to anticipated lower sales levels ~~but these costs savings were partially offset by expenses related to acquisition and integration activity. The three months ended July 31, 2015 also include~~plus reductions in management incentive and performance-based restricted stock unit expenses based upon the fiscal 2016 results.

Other income (expense), net consists primarily of activity related to the Company's equity investment, interest income and expense, and foreign currency transaction gains or losses.

The Company's ~~fiscal 2016~~ year-to-date effective tax rate ~~increased~~decreased to ~~31.9%~~28.2% compared to ~~30.7%~~31.2% in the prior year. ~~The~~Although the fiscal 2015 ~~second quarter included~~effective tax rates include the impact of recognition of a ~~$0.7 million R&D~~$709 research and development tax credit in the fiscal second quarter based upon a tax study undertaken for fiscal years 2011 through 2014, the fiscal 2016 rate decreased 3.0 percentage points from the prior year. The decrease in the effective tax rate is primarily due to ~~2014.~~an increased tax benefit for qualified production activities. While pre-tax income is lower in the current year, this benefit is based on estimated taxable income. Taxable income is higher in comparison to pre-tax income for the three- and nine-month periods ended October 31, 2015 due to the goodwill impairment loss recorded. This impairment, described further in Note 6 Goodwill Impairment Loss And Other Charges, does not reduce taxable income. Rather, goodwill is amortized over 15 years for tax purposes.

OUTLOOK

At Raven our enduring success is built on our ability to balance the Company’s purpose and core values with necessary shifts in business strategy demanded by an ever-changing world.

For Applied Technology, end-market demand has deteriorated since the beginning of the year and the Company believes conditions ~~will remain challenging throughout fiscal 2016, and persist well into fiscal 2017. Despite a short-lived increase during the fiscal 2016 second quarter, corn prices~~ are ~~at 8-year lows. Management believes it will take time~~not likely to improve significantly for the foreseeable future. The fourth quarter will be challenging for the division given planned OEM shutdowns, but management believes the division may be reaching a market bottom and the velocity of sales declines appears to ~~return a more balanced and stable demand profile where growth in precision agriculture markets can resume. As a result,~~be easing. While the Company will continue its focus on managing expenses, management has proactively made the decision not to ~~be vigilant~~execute additional cost-cutting measures. With optimism in new products and opportunities for international growth, the Company is preserving its technical capabilities and enhancing its sales focus to capitalize on ~~expense management, scrutinizing all expenses, managing attrition,~~opportunities in anticipation of expected market share gains and looking for opportunities to further reduce its cost structure. At the same time, management will prudently invest for the future of the business by funding key R&D initiatives and growth-related capital projects to maintain competitive advantagegrowth from new products in ~~the marketplace to preserve growth potential when conditions improve.~~fiscal 2017.

For Engineered Films, the prolonged, dramatic decline in oil prices continues to negatively impact rig counts and oil well completion ~~rates continue to decline. With oil prices recently testing new lows,~~rates. Engineered Films is not anticipating a quick ~~recovery.~~recovery and year-over-year comparisons will be difficult in the fourth quarter, which was particularly strong in fiscal 2015 as the division transitioned to a new distribution model prior to the energy market decline which had not yet fully occurred. Improvement in the energy market is most likely delayed until sometime in fiscal 2017, with a strong rebound probably a few years out. Although sales to the remaining markets, in aggregate, are growing, the division faces a sales development challenge due to the depressed energy market. ~~Management continues~~A recently completed new production line providing new product capabilities is expected to ~~invest~~contribute growth in ~~and develop new capabilities in the markets Engineered Films serves and internal resources are being realigned to grow these markets at a faster pace.~~fiscal 2017.

For Aerostar, with lower expectations as to the ~~second half~~timing and likelihood of completing certain international pursuits and a challenging comparison for Vista in the ~~year~~ fourth quarter as a result of last year’s strong radar sales levels, the division’s fiscal 2016 fourth quarter

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is likely to be similar to the ~~seasonally-stronger half for proprietary products and the Company expects momentum to build throughout the year. With the exit of low-growth contract manufacturing business complete,~~just-ended third quarter. Aerostar continues to develop new opportunities and make progress on key strategic programs relating to both ~~radar and~~ stratospheric balloon and radar opportunities. ~~The breakout potential of Project Loon and Vista Research are intact and Aerostar~~Management continues to ~~realize meaningful progress~~see growth opportunity for the Vista business and ~~management remains intently focused on successfully executing its strategy regarding these opportunities.~~

In addition to restructuring actions taken in fiscal 2015, on March 10, 2015 the Company announced and implemented a $13.0 million restructuring plan to further lower Raven’s cost structure. The cost reductions covered all divisions and included the corporate offices, but were heavily weighted to Applied Technology. These cost reduction measures will continue pursuit of international opportunities on a more measured basis. This approach will likely push-out the development of sizable Vista business pursuits over a period of time. Following the third quarter restructuring activities in Vista, management will focus on managing expenses as the year’s challenges persist. At the same time, management expects to ~~benefit~~drive key initiatives such as continuing the ~~year~~design and ~~help protect the Company’s profit margin percentages in the quarters ahead. The Company continues to manage expenses very closely to take additional costs out~~manufacturing improvements of the ~~business while continuing to invest for the future through R&D and strategic capital projects.~~stratospheric balloon product line in Aerostar.

In aggregate, ~~more than half of~~ the Company’s consolidated businesses continue to face ~~severe~~difficult end-market demand challenges. These conditions are expected to persist ~~longer than previously anticipated. As a result,~~and the Company does not expect fiscal 2016 consolidated sales to grow over the prior fiscal year. ~~The~~As a result of the actions the Company has ~~adjusted~~taken to adjust its cost structure and continues to look for opportunities to reduce expenses and further optimize its structure as necessary. While current end-market conditions are not conducive to growth, the Company believes in the long-term fundamentals of the markets it serves. Management is committed and confident that the Company will return to the growth rates consistent with its strategic objectives when commodity market conditions cycle in its favor. In the short term, the Company will continue to manage expenses, work diligently on margin improvement initiatives, and take the necessary actions to preserve the core capabilities of the organization, with focusby focusing on the ~~factors~~most promising projects with high-growth potential and delivering process improvements, management expects revenue and profit growth in ~~its direct control.~~fiscal 2017.

~~#22~~

LIQUIDITY AND CAPITAL RESOURCES

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

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

Cash and cash equivalents totaled ~~$47.3~~$32.3 million at ~~July~~October 31, 2015, a decrease of ~~$4.6~~$19.6 million from $51.9 million at January 31, 2015. The comparable balance one year earlier was ~~$62.2~~$66.4 million. The decrease from fiscal year-end was primarily driven by increased ~~working capital cash outflows and~~ cash outflow for shares repurchased under the authorized $40.0 million share buyback plan. In the current quarter the Company repurchased approximately 1.1 million shares at an average price of $17.59 for a total of $18.5 million. Year-to-date, the Company has repurchased 1.6 million shares at an average price of $18.31 for a total of $29.3 million.

At ~~July~~October 31, 2015 the Company held cash and cash equivalents of ~~$4.3~~$3.9 million and $0.3 million of short-term investments in accounts outside the United States. These balances included undistributed earnings of foreign subsidiaries we consider to be indefinitely reinvested. If repatriated, undistributed earnings of approximately ~~$2.0~~$1.7 million would be subject to United States federal taxation. This estimated tax liability is approximately $0.3 million net of foreign tax credits. Our liquidity is not materially impacted by the amount held in accounts outside of the United States.

The Company entered into a credit agreement dated April 15, 2015. This agreement (Credit Agreement), more fully described in Note 89 Financing Arrangements of this Form 10-Q, provides for a syndicated senior revolving credit facility up to $125 million with a maturity date of April 15, 2020. There were no borrowings against the Credit Agreement in the fiscal quarter ended ~~July~~October 31, 2015 or outstanding balance under the Credit Agreement at ~~July~~October 31, 2015.

Letters of credit totaling $0.9 million as of ~~July~~October 31, 2015, issued under the previous line of credit with Wells Fargo primarily to support self-insured workers' compensation bonding requirements, remain in place. The Company ~~is in the process of moving~~expects to have these outstanding letters of credit issued under the new credit facility. Until such time as that is complete, any draws required under these letters of credit would be settled with available cash or borrowings under the Credit Agreement.

Operating Activities

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

Cash provided by operating activities was ~~$23.7~~$35.2 million for the first ~~six~~nine months of fiscal 2016 compared with ~~$31.0~~$45.7 million in the first ~~six~~nine months of fiscal 2015. Changes in inventory and accounts receivable generated ~~$15.3~~$21.0 million of cash in the first ~~six~~nine months of fiscal 2016 compared to generating ~~$8.4~~$4.9 million one year ago. Inventory levels have decreased from $55.2 million at January 31, 2015 to ~~$54.1~~$48.6 million at ~~July~~October 31, 2015. The Company's inventory turnover rate decreased from the prior year (trailing 12-month inventory turn of 3.9X at October 31, 2015 versus 5.0X at October 31, 2014) primarily due to higher average inventory levels at Engineered ~~Films (trailing 12-month inventory turn of 4.1X in fiscal 2016 versus 5.1X in fiscal 2015).~~Films. From an accounts receivable perspective, the end-market strategy for the energy market

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will continue to impact accounts receivable by stretching out cash collections and increasing days sales outstanding during fiscal 2016. The trailing 12 months days sales outstanding was 5758 days at ~~July~~October 31, 2015 and 5152 days at ~~July~~October 31, 2014.

Investing Activities

Cash used in investing activities decreased from ~~$12.4~~$18.1 million in the first ~~six~~nine months of fiscal 2015 to ~~$5.8~~$9.0 million in the first ~~six~~nine months of fiscal 2016. The ~~decline~~prior year was higher due to the $4.7 million acquisition of ~~SBG in fiscal 2015 and $1.5~~SBG. This year benefited from $2.0 million in cash provided ~~in fiscal 2016 from~~by the disposal of assets related to the exit of contract manufacturing in Applied Technology and Aerostar. The cash inflows from the exit of contract manufacturing were from selling the Company's St. Louis operations and related assets as well as our idle facility in Huron, South Dakota. Capital expenditures totaled ~~$7.3~~$10.8 million and $12.8 million in the first ~~six~~nine months of ~~both~~ fiscal 2016 and fiscal ~~2015.~~2015, respectively. The fiscal 2016 spending primarily relates to Engineered Films capacity expansion.

Management anticipates fiscal 2016 capital spending to be inapproximately $13 million with the ~~range of approximately $13-15 million. Expansion of~~remaining spending including final payments on the recently completed Engineered Films' ~~capacity~~production line and Applied ~~Technology's capital~~Technology and Aerostar spending to advance product ~~development are expected to continue.~~development. In addition, management will evaluate strategic acquisitions that result in expanded capabilities and improved competitive advantages.

~~#23~~

Cash inflow related to business acquisitions ~~during the first half of~~in fiscal 2016 ~~related~~relate to the Company receiving a $0.4 million settlement of the working capital adjustment to the Integra purchase price. Cash outflow related to business acquisition in the prior year related to the SBG business acquisition, totaling $4.7 million.

Financing Activities

Cash used in financing activities was ~~$22.5~~$45.9 million for the ~~six~~nine months ended ~~July~~October 31, 2015 compared to ~~$9.4~~$14.0 million one year ago. Dividends of ~~$9.8~~$14.6 million, or ~~13.0~~39.0 cents per share, were paid to Raven shareholders in the current year compared to dividends of ~~$8.8~~$13.6 million, or ~~12.0~~37.0 cents per share in the prior year. During the ~~six~~nine months ended ~~July~~October 31, 2015 and ~~July~~October 31, 2014, the Company made payments of ~~$0.7~~$0.8 million and $0.5 million respectively, on acquisition-related contingent liabilities.

The Company began purchasing common shares as part of the $40.0 million share repurchase plan authorized in by the Company’s Board of Directors in fiscal 2015. ~~During first half of fiscal 2016,~~Year-to-date, the Company paid ~~$10.8~~$29.3 million for share purchases. No shares were repurchased during the first ~~half~~nine months of fiscal 2015.

During the ~~six~~nine months ended ~~July~~October 31, 2015, the Company paid $0.5 million of debt issuance costs associated with the Credit Agreement previously discussed. No debt issuance costs were paid during the ~~six~~nine months ended ~~July~~October 31, 2014. No borrowings or repayment has occurred on the Credit Agreement during the first ~~half~~nine months of fiscal 2016. Long-term debt of $0.6 million, consisting of a bank note and debts to the former owners assumed in the acquisition of SBG, was repaid in the first ~~half~~nine months of fiscal 2015.

Financing cash outflows in the first ~~half~~nine months of fiscal 2016 included employee taxes paid in relation to net settlement of restricted stock units (RSUs) that vested during the year. No RSUs vested induring the ~~first half of fiscal 2015.~~nine months ended October 31, 2014.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

Except as described above and in Note 5 Acquisitions of and Investments in Businesses and Technologies along with Note 7 Employee Post Retirement Benefits of the Notes to Consolidated Financial Statements in Part 1 of this Quarterly Report on Form 10-Q, there have been no material changes in the Company’s known off-balance sheet debt and other unrecorded obligations since the fiscal year ended January 31, ~~2015~~2015..

As a result of the amendment of the postretirement benefit plan, the undiscounted accumulated postretirement benefit obligation of the plan decreased approximately $10.2 million. As a result of the lower revenue expectations for Vista, expected earn-out payments related to the acquisition of Vista decreased approximately $2.9 million. In a transaction separate from the Vista acquisition, the Company agreed to fund a revenue-based bonus pool, not to exceed $15.0 million, which is being accrued (using the same earn-out percentages as the acquisition-related contingent liability) when the revenue stream is recorded. Accordingly, the expected payout of this obligation also decreased $2.9 million. The table below shows the updated amounts for these obligations at October 31, 2015.

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dollars in thousands	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Postretirement benefits	$	19,270	$	209	$	703	$	712	$	17,646
Acquisition-related contingent payments -Vista^(a)	3,466		250		1,202		2,014		—

^(a) Excludes future earn-out payments for SBG of $1,978 included in January 31, 2015 acquisition-related contingent payments as these did not materially change.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the Company’s critical accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2015.

As described in those policies, the Company recognizes goodwill as the excess cost of an acquired business over the net amount assigned to assets acquired and liabilities assumed. Management assesses goodwill for impairment annually during the fourth quarter and between annual tests whenever a triggering event indicates there may be impairment. Impairment tests of goodwill are done at the reporting unit level.

~~During~~In the fiscal 2016 third quarter ~~ended July 31, 2015~~ the Company ~~evaluated each of its reporting units and~~ determined ~~the Engineered Films reporting unit had experienced~~that a triggering event ~~based on~~occurred for its Vista reporting unit, a subsidiary of the ~~following:~~

Aerostar Division. The ~~Company's Engineered Films Division energy market~~triggering event was caused by the lowering of financial expectations for sales ~~have constituted about 35%~~and operating income of the reporting unit due to delays and uncertainties regarding the reporting unit’s pursuit of large international opportunities, one of which was expected to be awarded during the quarter. In addition, the Company made a change in the executive leadership of the reporting unit during the quarter. While Vista has been in the process of negotiating a large international contract, the contract did not materialize in the fiscal 2016 third quarter as expected. The likelihood of being awarded this or other such contracts in the next twelve months is now lower than it was in the second quarter. The Company continues to pursue these international opportunities, but the timing of any contract award is less certain. As a result of a delay in being awarded this large international contract, the Company lowered its ~~net sales~~financial forecast for the past two fiscal years. Oil prices have continued to decline since the fourth quarter of fiscal 2015 and are at levels that have not been seen since 2003. The economic outlook indicates oil prices are not likely to recover and lead to increased drilling activity during fiscal 2016.

The Company acquired Integra in November 2014, prior to the decline in oil prices, to help expand Engineered Films' production capacity, broaden its product offerings and enhance its conversion capabilities. The former Integra business was fully integrated into the Engineered Films Division and is included in the Engineered Films reporting unit. A significant part of the Company's acquisition strategy was growth into the energy market, which is impacted by the price of oil.

The model used for the fiscal 2015 fourth quarter valuation (the most recent valuation) of the goodwill resulting from the Integra acquisition did not factor in a prolonged decrease of this magnitude in the price of oil.

Engineered Films' sales in the energy market are down approximately 75% in the first six months of fiscal 2016 compared to the first six months of fiscal 2015. Internal sales outlooks for this market do not include an expected recovery in end-market demand during fiscal 2016.

business. As a result of these ~~changes in circumstances indicating that this asset might be impaired,~~factors, the Company ~~concluded that an interim goodwill~~performed a Step 1 impairment ~~assessment for the Engineered Films reporting unit was necessary.~~ analysis using fair value techniques as of October 31, 2015.

The Company compared the carrying value of the ~~Engineered Films~~ reporting unit, including goodwill, to its estimated fair value. In calculating the estimated fair value, the Company used the income approach. The income approach is a valuation technique under which the Company estimated future cash flows using the ~~Engineered Films~~ reporting unit's financial forecast from the perspective of an unrelated market

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participant. Using historical trending and internal forecasting techniques, the Company projected revenues and applied projected gross margins and operating expense ratios to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the Company’s estimated weighted average cost of capital derived using both known and estimated customary market metrics. The estimated fair value was also compared to comparable market information for reasonableness.

In determining the estimated fair value of the Vista reporting unit, the Company was required to estimate a number of factors, including projected revenue growth rates, projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, and the discount rate. On the basis of these estimates, the October 31, 2015 analysis indicated that the estimated fair value of the Vista reporting unit was less than the carrying value. The carrying value exceeded the estimated fair value by $8.4 million or 35.0%. Using the discount rate to illustrate the sensitivity of this estimated fair value to each of the estimates previously described, a one-half percentage point increase in the discount rate would reduce the estimated fair value of the Vista reporting unit by approximately $0.5 million.

The Company completed a Step 2 analysis by allocating the enterprise value calculated in Step 1 to the fair value of the remaining assets and liabilities as of the October 31^st balance sheet date. Prior to performing the Step 2 analysis, the Company also evaluated the fair value of the remaining assets and liabilities including acquisition-related contingent consideration, or contingent earn-out liability, based on the revised forecast. This liability is more fully described in Note 5 Acquisitions and Investments in Business Technologies. The reduction in Vista's estimated future discounted cash flows resulted in a reduction in the liability and a benefit of $1.5 million recorded in “Cost of sales” in the Consolidated Statements of Income and Comprehensive Income.

In the Step 2 impairment analysis, the fair value determined in Step 1 was allocated to the remaining assets and liabilities of the reporting unit. The focus of the Step 2 analysis was the fair valuation of the intangible assets, which include existing technology, customer relationships, and non-compete agreements. The resulting implied fair value of the Vista goodwill was $4.1 compared to the carrying value recorded for the reporting unit, $11.5 million. This $7.4 million shortfall was recorded in the current quarter

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as an impairment charge to operating income reported as "Goodwill impairment loss" in the Consolidated Statement of Income and Comprehensive Income.

In the previous quarter, the Company evaluated each of its reporting units and determined the Engineered Films reporting unit had experienced a triggering event based on the following:

The Company's Engineered Films Division energy market sales constituted about 35% of its net sales for the past two fiscal years. Oil prices had continued to decline since the fourth quarter of fiscal 2015 and were at levels that had not been seen since 2003. The economic outlook indicated oil prices were not likely to recover and lead to increased drilling activity during fiscal 2016.

The model used for the most recent valuation, the fiscal 2015 fourth quarter valuation, of the goodwill resulting from the Integra acquisition did not factor in a prolonged decrease of this magnitude in the price of oil.

Engineered Films' sales in the energy market were down approximately 75% in the first six months of fiscal 2016 compared to the first six months of fiscal 2015. Internal sales outlooks for this market did not include an expected recovery in end-market demand during fiscal 2016.

As a result of these changes in circumstances indicating that this asset might be impaired, the Company concluded that an interim goodwill impairment assessment for the Engineered Films reporting unit was necessary. The Company compared the carrying value of the Engineered Films reporting unit, including goodwill, to its estimated fair value. In calculating the estimated fair value, the Company used the income approach.

In determining the estimated fair value of the Engineered Films reporting unit, the Company was required to estimate a number of factors, including projected revenue growth rates, projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, and the discount rate. On the basis of these estimates ~~our~~the July 31, 2015 analysis indicated that the estimated fair value of the Engineered Films reporting unit exceeded its carrying values by $50.7 million or 37.2%. Using the discount rate to illustrate the sensitivity of this estimated fair value to each of the estimates previously described, a one-half percentage point increase in the discount rate would reduce the estimated fair value of the Engineered Films reporting unit by approximately $9.7 million.

The Company concluded that no triggering events occurred for Engineered Films in the third quarter. No significant changes were noted in the energy market conditions since last quarter. Although oil prices continue to be lower and Engineered Film's business is still down 75 to 80% year-over-year in the energy market, the profitability of the reporting unit continues to be higher than the date of the last impairment test given the lower material costs in comparison to the selling price.

Although the profitability of the Company’s other two reporting units, Aerostar (all operations other than Vista) and Applied Technology, has been down as compared to the prior year, the Company identified no triggering events requiring a Step 1 impairment analysis for either of these reporting units. Further, the fiscal 2015 fourth quarter calculated fair value of each of these reporting units significantly exceeded the carrying value of its net assets. The Company will conduct its planned annual assessment of goodwill for impairment in the fourth quarter.

ACCOUNTING PRONOUNCEMENTS

Accounting Standards Adopted

In April 2015 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-04, "Compensation—Retirement Benefits (Topic 715) Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets" (ASU 2015-04). The amendments in ASU 2015-04 allow a reporting entity that may incur more costs than other entities when measuring the fair value of plan assets of a defined benefit pension or other postretirement benefit plan at other than a month-end to measure defined benefit plan assets and obligations using the month-end date that is closest to the date of event (such as a plan amendment, settlement, or curtailment that calls for a remeasurement in accordance with existing requirements) that is triggering the remeasurement. In addition, if a contribution or significant event occurs between the month-end date used to measure defined benefit plan assets and obligations and an entity’s fiscal year-end, the entity should adjust the measurement of defined benefit plan assets and obligations to reflect the effects of those contributions or significant events. However, an entity should not adjust the measurement of defined benefit plan assets and obligations for other events that occur between the month-end measurement and the entity’s fiscal year-end that are not caused by the entity (for example, changes in

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market prices or interest rates). This practical expedient for the measurement date also applies to significant events that trigger a remeasurement in an interim period. An entity electing the practical expedient for the measurement date is required to disclose the accounting policy election and the date used to measure defined benefit plan assets and obligations in accordance with the amendments in ASU 2015-04. ASU 2015-04 is effective for fiscal years beginning after December 15, 2015. The Company may adopt the standard prospectively. Early adoption is permitted. In the fiscal 2016 first quarter the Company elected to early adopt ASU 2015-04 and apply it on a prospective basis. The Company's ~~Plan~~plan that provides postretirement medical and other benefits ~~further described in Note 6~~ ~~Employee Postretirement Benefits, did not have an event occur that would trigger~~was amended on August 25, 2015. As a ~~remeasurement in the period of adoption; therefore, the early adoption~~result of this plan amendment, the Company elected the practical expedient pursuant to this guidance ~~in fiscal 2016 first quarter did not have any impact on the Company's consolidated financial statements or results of operations for the period.~~and a valuation was completed using an August 31, 2015 measurement date.

In April 2015 the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). The amendments in ASU 2015-03 simplify the presentation of debt issuance costs and require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. In August 2015 the FASB issued ASU No. 2015-15 "Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements" (ASU 2015-15). The guidance in ASU 2015-03 isdoes not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. Given the absence of authoritative guidance, in ASU 2015-15, issued in August 2015, FASB adopted SEC staff comments that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. ASU 2015-03 and 2015-15 are both effective for fiscal years beginning after December 15, 2015. The amendments are required to be applied retrospectively to all prior periods presented and early adoption is permitted. The Company elected to early adopt ASU 2015-03 in fiscal 2016 first quarter and ASU 2015-15 in fiscal 2016 third quarter. Adoption of this guidance did not have a significant impact on the Company's consolidated financial statements, or results of operations for the period since there were no prior period costs it applied to. Debt issuance costs associated with athe credit facility discussed further in Note 89 Financing Arrangements have been presented as ~~prescribed by ASU 2015-03.~~an asset and are being amortized ratably over the term of the line of credit arrangement. The adoption of this guidance did not have an impact on the Company's results of operations for the period.

In April 2014 the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" (ASU No. 2014-08). ASU No. 2014-08 changes the criteria for determining which disposals should be presented as discontinued operations and modifies the related disclosure requirements. Additionally, this guidance requires that a business that qualifies as held for sale upon acquisition should be reported as discontinued operations. This guidance became effective for the Company on February 1, 2015 and applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The adoption of this guidance did not have an impact on the Company's consolidated financial statements, results of operations, or disclosures for the period.

~~#25~~

In addition to the accounting pronouncements adopted and described above, the Company adopted various other accounting pronouncements that became effective in first, second and ~~second~~third quarter fiscal 2016. None of this guidance had a significant impact on the Company's consolidated financial statements, results of operations, or disclosures for the period.

New Accounting Standards Not Yet Adopted

In November 2015 the FASB issued Accounting Standards Update (ASU) No. 2015-17, "Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes “ (ASU 2015-17). Current GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrentasset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. To simplify presentation, ASU 2015-17 requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not ~~yet adopted~~change the existing requirement that only permits offsetting within a jurisdiction - that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016. The Company may apply the standard either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and working capital.

In September 2015 the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments“ (ASU 2015-16). The amendments ASU 2015-16 apply to all entities that have reported

#33

provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and, during the measurement period, have an adjustment to provisional amounts recognized. ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. ASU 2015-16 is to be applied prospectively to adjustments to provisional amounts that occur after the effective date of the update with earlier application permitted for financial statements that have not been issued. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements, results of operations, and disclosures.

In July 2015 the FASB issued ASU No. 2015-11, "Inventory (Topic 330) Simplifying the Measurement of Inventory" (ASU 2015-11). The amendments in ASU 2015-11 ~~clarifies~~clarify that an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Substantial and unusual losses that result from subsequent measurement of inventory should be disclosed in the financial statements. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments are to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements, results of operations, and disclosures.

In April 2015 the ~~Financial Accounting Standards Board~~ FASB issued ASU No. 2015-05, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement" (ASU 2015-05). The amendments in ASU 2015-05 clarify existing GAAP guidance about a customer’s accounting for fees paid in a cloud computing arrangement with or without a software license. Examples of cloud computing arrangements include software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. ASU 2015-05 adds guidance to Subtopic 350-40, ~~Intangibles—Goodwill~~Intangibles-Goodwill and ~~Other—Internal-Use~~Other-Internal-Use Software, which will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance does not change GAAP for a customer’s accounting for service contracts. All software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. ASU 2015-05 is effective for fiscal years beginning after December 15, 2015. The amendments ~~maybe~~may be applied prospectively to all arrangements entered into or materially altered after the effective date or retrospectively to all prior periods presented. Early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial position, results of operations, and cash flows.

In February 2015 the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) Amendments to the Consolidation Analysis" (ASU 2015-02). The amendments in ASU 2015-02 affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: 1. Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; 2. Eliminate the presumption that a general partner should consolidate a limited partnership; 3. Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and 4. Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. ASU 2015-02 may be applied retrospectively or using a modified retrospective approach. The Company is evaluating the impact of this guidance on its consolidated legal entities and on its consolidated financial position, results of operations, and cash flows.

In May 2014 the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides a comprehensive new recognition model that requires recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive in exchange for those goods or services. This guidance supersedes the revenue recognition requirements in FASB ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. In ~~July~~August 2015, the FASB approved a one-year deferral of the effective date (ASU 2015-14) and the standard is now effective for

#34

the Company for fiscal 2019 and interim periods therein. ASU 2014-09 may be adopted as of the original effective date, which for the Company is fiscal 2018. The guidance may be applied using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the method and date of adoption and the impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial position, results of operations, and disclosures.

~~#26~~

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans” and similar expressions are intended to identify forward-looking statements. The Company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act. Although management believes that the expectations reflected in forward-looking statements are based on reasonable assumptions, there is no assurance that these assumptions are correct or that these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited to, those relating to weather conditions and commodity prices, which could affect sales and profitability in some of the Company’s primary markets, such as agriculture, construction, and energy; or changes in competition, raw material availability, technology or relationships with the Company’s largest customers, risks and uncertainties relating to development of new technologies to satisfy customer requirements, possible development of competitive technologies, ability to scale production of new products without negatively impacting quality and cost, and ability to finance investment and working capital needs for new development projects, 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 for the fiscal year ended January 31, 2015 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 are made. 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.



ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The exposure to market risks pertains mainly to changes in interest rates on cash and cash equivalents and short-term investments. The Company has no debt outstanding as of ~~July~~October 31, 2015. The Company does not expect operating results or cash flows to be significantly affected by changes in interest rates. Additionally, the Company does not enter into derivatives or other financial instruments for trading or speculative purposes. However, the Company does utilize derivative financial instruments to manage the economic impact of fluctuation in foreign currency exchange rates on those transactions that are denominated in currency other than its functional currency, which is the U.S. dollar. The use of these financial instruments had no material effect on the Company's financial condition, results of operations, or cash flows.

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



ITEM 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

#35

and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

As of ~~July~~October 31, 2015, the end of the period covered by this report, management evaluated the effectiveness of the Company's disclosure controls and procedures as of such date.

Based on their evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of ~~July~~October 31, 2015.

~~#27~~

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~July~~October 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

RAVEN INDUSTRIES, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings:

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

Item 1A. Risk Factors:

The Company’s business is subject to a number of risks, including those identified in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended January 31, 2015, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from fiscal period to fiscal period. The risks described in the Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also could have a material effect on our business, results of operations, financial condition and/or liquidity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

On November 3, 2014 the Company announced that its Board of Directors had authorized a $40.0 million stock buyback program.

The Company made purchases of its own equity securities during ~~second~~the third quarter of 2016 (recorded on trade date basis) as follows:

Period Total number of shares purchased under the plan Weighted average price paid per share (or unit) Total amount purchased including commissions Dollar value of shares (or units) that may be purchased under the plan
May 1 to May 31, 2015 185,986
$ 19.50
$ 3,630,826

June 1 to June 30, 2015 127,200
19.56
2,490,753

July 1 to July 31, 2015 87,413
^(a)
18.96
1,659,386

Total as of and for the fiscal quarter ended July 31, 2015 400,599
$ 19.40
$ 7,780,965
$ 29,174,979

^(a) Includes purchase of 1,400 shares not settled as of July 31, 2015.



Period	Total number of shares purchased under the plan	Weighted average price paid per share (or unit)		Total amount purchased including commissions		Dollar value of shares (or units) that may be purchased under the plan
August 1 to August 31, 2015	386,068	$	18.01	$	6,954,158
September 1 to September 30, 2015	495,152	17.05		8,444,452
October 1 to October 31, 2015	171,367	18.17		3,114,190
Total as of and for the fiscal quarter ended October 31, 2015	1,052,587	$	17.59	$	18,512,800	$	10,662,179

Item 3. Defaults Upon Senior Securities: None

Item 4. Mine Safety Disclosures: None

Item 5. Other Information: None

~~#28~~#36

Item 6. Exhibits:



Exhibit Number			Description

4.1			Raven Industries, Inc. Amended and Restated 2010 Stock Incentive Plan filed on June 8, 2015 as Exhibit 4.1 of Raven Industries, Inc. Registration Statement on Form S-8, and incorporated herein by reference.

10.1			Amended Employment agreements between Raven Industries, Inc. and the following senior executive officers: Lon E. Stroschein, Brian E. Meyer, Janet L. Matthiesen, Stephanie Herseth Sandlin, and Steven E. Brazones dated August 25, 2015 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed August 31, 2015). †

10.2			Schedule A to the Amended Employment Agreements between Raven Industries, Inc. and the following senior executive officers: Lon E. Stroschein, Brian E. Meyer, Janet L. Matthiesen, Stephanie Herseth Sandlin, and Steven E. Brazones dated August 25, 2015 (incorporated herein by reference to Exhibit 10.2 of the Company's 8-K filed August 31, 2015). †

31.1			Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			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.

32.2			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.

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema

101.CAL			XBRL Taxonomy Extension Calculation Linkbase

101.DEF			XBRL Taxonomy Extension Definition Linkbase

101.LAB			XBRL Taxonomy Extension Label Linkbase

101.PRE			XBRL Taxonomy Extension Presentation Linkbase

† Management contract or compensatory plan arrangement

~~#29~~#37

SIGNATURES

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



	RAVEN INDUSTRIES, INC.

	/s/ Steven E. Brazones
	Steven E. Brazones
	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Date: ~~August 28,~~December 4, 2015

~~#30~~#38



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



	PAGE

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:
Consolidated Balance Sheets (unaudited)	3
Consolidated Statements of Income and Comprehensive Income (unaudited)	4
Consolidated Statements Shareholders' Equity (unaudited)	5
Consolidated Statements of Cash Flows (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1620
Item 3. Quantitative and Qualitative Disclosures about Market Risks	2735
Item 4. Controls and Procedures	2735

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	2836
Item 1A. Risk Factors	2836
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2836
Item 3. Defaults Upon Senior Securities	2836
Item 4. Mine Safety Disclosures	2836
Item 5. Other Information	2836
Item 6. Exhibits	2937
Signatures	3038


(Dollars and shares in thousands, except per-share data)	July 31, 2015			January 31, 2015			July 31, 2014			October 31, 2015			January 31, 2015			October 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	47,302		$	51,949		$	62,161		$	32,287		$	51,949		$	66,358
Short-term investments	250			250			250			250			250			250
Accounts receivable, net	39,889			56,576			52,453			39,293			56,576			54,533
Inventories	54,066			55,152			51,256			48,624			55,152			51,800
Deferred income taxes	3,539			3,958			3,406			3,296			3,958			3,299
Other current assets	3,808			3,094			5,751			2,915			3,094			2,881
Total current assets	148,854			170,979			175,277			126,665			170,979			179,121

Property, plant and equipment, net	118,291			117,513			97,806			117,760			117,513			100,369
Goodwill	52,198			52,148			25,420			44,796			52,148			25,234
Amortizable intangible assets, net	17,148			18,490			9,514			16,586			18,490			9,005
Other assets, net	4,139			3,743			3,858
Other assets										3,859			3,743			3,734
TOTAL ASSETS	$	340,630		$	362,873		$	311,875		$	309,666		$	362,873		$	317,463

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	6,958		$	11,545		$	9,483		$	7,160		$	11,545		$	11,614
Accrued liabilities	14,049			19,187			15,276			11,906			19,187			16,922
Customer advances	1,043			1,111			1,697			907			1,111			1,540
Total current liabilities	22,050			31,843			26,456			19,973			31,843			30,076

Other liabilities	24,244			25,793			21,138			17,057			25,793			20,432

Commitments and contingencies

Shareholders' equity
Common stock, $1 par value, authorized shares 100,000; issued 67,006; 66,947; and 65,376, respectively	67,006			66,947			65,376
Common stock, $1 par value, authorized shares 100,000; issued 67,006; 66,947; and 65,400, respectively										67,006			66,947			65,400
Paid-in capital	53,909			53,237			13,505			54,342			53,237			14,579
Retained earnings	243,310			244,180			240,971			236,922			244,180			242,973
Accumulated other comprehensive loss	(5,822		)	(5,849		)	(2,254		)	(3,026		)	(5,849		)	(2,693		)
Treasury stock at cost, 29,447; 28,897; and 28,897 shares, respectively	(64,187		)	(53,362		)	(53,362		)
Treasury stock at cost, 30,500; 28,897; and 28,897 shares, respectively										(82,700		)	(53,362		)	(53,362		)
Total Raven Industries, Inc. shareholders' equity	294,216			305,153			264,236			272,544			305,153			266,897
Noncontrolling interest	120			84			45			92			84			58
Total shareholders' equity	294,336			305,237			264,281			272,636			305,237			266,955
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	340,630		$	362,873		$	311,875		$	309,666		$	362,873		$	317,463


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
(Dollars in thousands, except per-share data)	July 31, 2015			July 31, 2014			July 31, 2015			July 31, 2014			October 31, 2015			October 31, 2014			October 31, 2015			October 31, 2014
Net sales	$	67,518		$	94,485		$	137,791		$	196,995		$	67,611		$	91,292		$	205,402		$	288,287
Cost of sales	49,660			68,827			99,574			139,571			51,440			66,953			151,014			206,524
Gross profit	17,858			25,658			38,217			57,424			16,171			24,339			54,388			81,763

Research and development expenses	3,216			4,385			6,752			9,357			4,005			4,318			10,757			13,675
Selling, general, and administrative expenses	8,213			10,577			17,822			20,839			7,480			9,862			25,302			30,701
Operating income	6,429			10,696			13,643			27,228
Goodwill impairment loss													7,413			—			7,413			—
Operating (loss) income													(2,727		)	10,159			10,916			37,387

Other (expense), net	(266		)	(59		)	(310		)	(138		)	(123		)	(72		)	(433		)	(210		)
Income before income taxes	6,163			10,637			13,333			27,090
(Loss) income before income taxes													(2,850		)	10,087			10,483			37,177

Income taxes	1,942			2,890			4,251			8,309			(1,291		)	3,290			2,960			11,599
Net income	4,221			7,747			9,082			18,781
Net (loss) income													(1,559		)	6,797			7,523			25,578

Net income attributable to the noncontrolling interest	30			28			36			24			22			14			58			38

Net income attributable to Raven Industries, Inc.	$	4,191		$	7,719		$	9,046		$	18,757
Net (loss) income attributable to Raven Industries, Inc.													$	(1,581	)	$	6,783		$	7,465		$	25,540

Net income per common share:
Net (loss) income per common share:
─ Basic	$	0.11		$	0.21		$	0.24		$	0.51		$	(0.04	)	$	0.19		$	0.20		$	0.70
─ Diluted	$	0.11		$	0.21		$	0.24		$	0.51		$	(0.04	)	$	0.18		$	0.20		$	0.70

Cash dividends paid per common share	$	0.13		$	0.12		$	0.26		$	0.24		$	0.13		$	0.13		$	0.39		$	0.37

Comprehensive income:
Net income	$	4,221		$	7,747		$	9,082		$	18,781
Net (loss) income													$	(1,559	)	$	6,797		$	7,523		$	25,578

Other comprehensive income (loss), net of tax:
Foreign currency translation	(105		)	(199		)	(174		)	(125		)	2			(463		)	(172		)	(588		)
Postretirement benefits, net of income tax (expense) benefit of $(62), $12, $(33), and $26, respectively	146			26			201			50
Postretirement benefits, net of income tax benefit of $1,606, $14, $1,572, and $40, respectively													2,794			24			2,995			74
Other comprehensive income (loss), net of tax	41			(173		)	27			(75		)	2,796			(439		)	2,823			(514		)

Comprehensive income	4,262			7,574			9,109			18,706			1,237			6,358			10,346			25,064

Comprehensive income attributable to noncontrolling interest	30			28			36			24			22			14			58			38

Comprehensive income attributable to Raven Industries, Inc.	$	4,232		$	7,546		$	9,073		$	18,682		$	1,215		$	6,344		$	10,288		$	25,026


	Six Months Ended						Nine Months Ended
(Dollars in thousands)	July 31, 2015			July 31, 2014			October 31, 2015			October 31, 2014
OPERATING ACTIVITIES:
Net income	$	9,082		$	18,781		$	7,523		$	25,578
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,782			8,373			13,201			12,538
Change in fair value of acquisition-related contingent consideration	405			363			(930		)	514
Goodwill impairment loss							7,413			—
Loss from equity investment	73			57			126			138
Deferred income taxes	(1,301		)	(1,769		)	(4,765		)	(2,420		)
Share-based compensation expense	1,436			2,428			1,826			3,336
Change in operating assets and liabilities:
Accounts receivable	15,824			4,383			16,144			2,108
Inventories	(559		)	3,967			4,832			2,768
Other assets	(714		)	(1,689		)	228			(555		)
Operating liabilities	(9,090		)	(3,863		)	(12,012		)	1,623
Other operating activities, net	(237		)	7			1,595			67
Net cash provided by operating activities	23,701			31,038			35,181			45,695

INVESTING ACTIVITIES:
Capital expenditures	(7,333		)	(7,297		)	(10,771		)	(12,797		)
Proceeds (payments) related to business acquisitions	351			(4,711		)	351			(4,711		)
Proceeds from sales of short-term investments							—			250
Purchase of short-term investments							—			(250		)
Proceeds from sale of assets	1,542			—			1,960			—
Other investing activities, net	(391		)	(432		)
Other investing activities							(506		)	(604		)
Net cash used in investing activities	(5,831		)	(12,440		)	(8,966		)	(18,112		)

FINANCING ACTIVITIES:
Dividends paid	(9,834		)	(8,826		)	(14,648		)	(13,572		)
Payments for common shares repurchased	(10,825		)	—			(29,338		)	—
Payments of acquisition-related debt	—			(638		)	—			(648		)
Payments of acquisition-related contingent liability	(735		)	(454		)	(773		)	(491		)
Debt issuance costs paid	(548		)	—			(548		)	—
Restricted stock units vested and issued	(458		)	—			(458		)	—
Employee stock option exercises net of tax benefit	(85		)	511			(85		)	665
Other financing activities, net	(15		)	—			(15		)	—
Net cash used in financing activities	(22,500		)	(9,407		)	(45,865		)	(14,046		)

Effect of exchange rate changes on cash	(17		)	(17		)	(12		)	(166		)

Net (decrease) increase in cash and cash equivalents	(4,647		)	9,174			(19,662		)	13,371
Cash and cash equivalents at beginning of year	51,949			52,987			51,949			52,987
Cash and cash equivalents at end of period	$	47,302		$	62,161		$	32,287		$	66,358



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~July~~October 31, 2015



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



South Dakota (State or other jurisdiction of incorporation or organization)		46-0246171 (IRS Employer Identification No.)



	td Par Common Stock		Paid-in Capital			Treasury Stock				Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Raven Industries, Inc. Equity			Non- controlling Interest			Total Equity			td Par Common Stock		Paid-in Capital			Treasury Stock				Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Raven Industries, Inc. Equity			Non- controlling Interest			Total Equity
(Dollars in thousands, except per-share amounts)						Shares	Cost																							Shares	Cost
Balance January 31, 2014	$	65,318	$	10,556		28,897	$	(53,362	)	$	231,029		$	(2,179	)	$	251,362		$	100		$	251,462		$	65,318	$	10,556		28,897	$	(53,362	)	$	231,029		$	(2,179	)	$	251,362		$	100		$	251,462
Net income	—		—			—	—			18,757			—			18,757			24			18,781			—		—			—	—			25,540			—			25,540			38			25,578
Other comprehensive income (loss):
Cumulative foreign currency translation adjustment	—		—			—	—			—			(125		)	(125		)	—			(125		)	—		—			—	—			—			(588		)	(588		)	—			(588		)
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $26	—		—			—	—			—			50			50			—			50
Cash dividends ($0.24 per share)	—		68			—	—			(8,815		)	—			(8,747		)	—			(8,747		)
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $40																									—		—			—	—			—			74			74			—			74
Cash dividends ($0.37 per share)																									—		104			—	—			(13,596		)	—			(13,492		)	—			(13,492		)
Dividends of less than wholly-owned subsidiary attributable to non-controlling interest	—		—			—	—			—			—			—			(79		)	(79		)	—		—			—	—			—			—			—			(80		)	(80		)
Director shares issued	18		(18		)	—	—			—			—			—			—			—			18		(18		)	—	—			—			—			—			—			—
Shares issued on stock options exercised, net of shares withheld for employee taxes	40		418			—	—			—			—			458			—			458			64		510			—	—			—			—			574			—			574
Share-based compensation	—		2,428			—	—			—			—			2,428			—			2,428			—		3,336			—	—			—			—			3,336			—			3,336
Tax benefit from exercise of stock options	—		53			—	—			—			—			53			—			53			—		91			—	—			—			—			91			—			91
Balance July 31, 2014	$	65,376	$	13,505		28,897	$	(53,362	)	$	240,971		$	(2,254	)	$	264,236		$	45		$	264,281
Balance October 31, 2014																									$	65,400	$	14,579		28,897	$	(53,362	)	$	242,973		$	(2,693	)	$	266,897		$	58		$	266,955


Balance January 31, 2015	$	66,947	$	53,237		28,897	$	(53,362	)	$	244,180		$	(5,849	)	$	305,153		$	84		$	305,237		$	66,947	$	53,237		28,897	$	(53,362	)	$	244,180		$	(5,849	)	$	305,153		$	84		$	305,237
Net income	—		—			—	—			9,046			—			9,046			36			9,082			—		—			—	—			7,465			—			7,465			58			7,523
Other comprehensive income (loss):
Cumulative foreign currency translation adjustment	—		—			—	—			—			(174		)	(174		)	—			(174		)	—		—			—	—			—			(172		)	(172		)	—			(172		)
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax (expense) of ($33)	—		—			—	—			—			201			201			—			201
Cash dividends ($0.26 per share)	—		82			—	—			(9,916		)	—			(9,834		)	—			(9,834		)
Change in postretirement benefits due to plan amendments after tax benefit of $1,591																									—		—			—	—			—			2,770			2,770			—			2,770
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax (expense) of ($19)																									—		—			—	—			—			225			225			—			225
Cash dividends ($0.39 per share)																									—		125			—	—			(14,723		)	—			(14,598		)	—			(14,598		)
Dividends of less than wholly-owned subsidiary paid to noncontrolling interest																									—		—			—	—			—			—			—			(50		)	(50		)
Share issuance costs related to fiscal 2015 business combination	—		(15		)	—	—			—			—			(15		)	—			(15		)	—		(15		)	—	—			—			—			(15		)	—			(15		)
Shares issued on stock options exercised, net of shares withheld for employee taxes	7		(54		)	—	—			—			—			(47		)	—			(47		)	7		(54		)	—	—			—			—			(47		)	—			(47		)
Shares issued on vesting of stock units, net of shares withheld for employee taxes	52		(510		)	—	—			—			—			(458		)	—			(458		)	52		(510		)	—	—			—			—			(458		)	—			(458		)
Shares repurchased	—		—			550	(10,825		)	—			—			(10,825		)	—			(10,825		)	—		—			1,603	(29,338		)	—			—			(29,338		)	—			(29,338		)
Share-based compensation	—		1,436			—	—			—			—			1,436			—			1,436			—		1,826			—	—			—			—			1,826			—			1,826
Income tax impact related to share-based compensation	—		(267		)	—	—			—			—			(267		)	—			(267		)	—		(267		)	—	—			—			—			(267		)	—			(267		)
Balance July 31, 2015	$	67,006	$	53,909		29,447	$	(64,187	)	$	243,310		$	(5,822	)	$	294,216		$	120		$	294,336
Balance October 31, 2015																									$	67,006	$	54,342		30,500	$	(82,700	)	$	236,922		$	(3,026	)	$	272,544		$	92		$	272,636


	July 31, 2015			January 31, 2015			July 31, 2014			October 31, 2015			January 31, 2015			October 31, 2014
Accounts receivable, net:
Trade accounts	$	40,370		$	56,895		$	52,797		$	40,062		$	56,895		$	54,889
Allowance for doubtful accounts	(481		)	(319		)	(344		)	(769		)	(319		)	(356		)
	$	39,889		$	56,576		$	52,453		$	39,293		$	56,576		$	54,533

Inventories:
Finished goods	$	6,657		$	8,127		$	7,098		$	5,211		$	8,127		$	7,981
In process	3,957			1,317			1,694			2,157			1,317			2,063
Materials	43,452			45,708			42,464			41,256			45,708			41,756
	$	54,066		$	55,152		$	51,256		$	48,624		$	55,152		$	51,800

Other current assets:
Insurance policy benefit	$	637		$	733		$	876		$	728		$	733		$	517
Federal tax receivable	—			713			1,826			—			713			—
Receivable from sale of business	830			—			—			420			—			—
Prepaid expenses and other	2,341			1,648			3,049			1,767			1,648			2,364
	$	3,808		$	3,094		$	5,751		$	2,915		$	3,094		$	2,881

Property, plant and equipment, net:
Held for use:
Land	$	2,921		$	3,246		$	2,077		$	2,974		$	3,246		$	2,077
Buildings and improvements	76,697			78,140			68,439			76,775			78,140			69,353
Machinery and equipment	136,666			131,766			118,833			138,921			131,766			124,057
Accumulated depreciation	(99,346		)	(96,545		)	(91,543		)	(102,263		)	(96,545		)	(95,118		)
	$	116,938		$	116,607		$	97,806		$	116,407		$	116,607		$	100,369

Held for sale:
Land	$	324		$	11		$	—		$	324		$	11		$	—
Buildings and improvements	2,597			1,522			—			2,597			1,522			—
Machinery and equipment	639			—			—			639			—			—
Accumulated depreciation	(2,207		)	(627		)	—			(2,207		)	(627		)	—
	1,353			906			—			1,353			906			—
	$	118,291		$	117,513		$	97,806		$	117,760		$	117,513		$	100,369

Other assets, net:
Investment in affiliate	$	2,896		$	3,217		$	3,380		$	2,720		$	3,217		$	3,175
Other, net	1,243			526			478			1,139			526			559
	$	4,139		$	3,743		$	3,858		$	3,859		$	3,743		$	3,734

Accrued liabilities:
Salaries and related	$	2,031		$	4,063		$	2,115		$	1,177		$	4,063		$	1,875
Benefits	4,315			5,001			5,261			3,925			5,001			5,778
Insurance obligations	1,702			1,590			1,443			1,852			1,590			1,426
Warranties	1,752			3,120			2,617			1,639			3,120			2,456
Income taxes	1,108			536			133			1,013			536			1,140
Other taxes	1,031			1,240			983			977			1,240			1,052
Acquisition-related contingent consideration	1,028			1,375			919			492			1,375			1,191
Other	1,082			2,262			1,805			831			2,262			2,004
	$	14,049		$	19,187		$	15,276		$	11,906		$	19,187		$	16,922

Other liabilities:
Postretirement benefits	$	12,151		$	11,812		$	8,166		$	7,898		$	11,812		$	8,264
Acquisition-related contingent consideration	3,049			3,631			3,682			2,229			3,631			3,587
Deferred income taxes	5,764			7,091			2,172			3,665			7,091			1,406
Uncertain tax positions	3,280			3,259			7,118			3,265			3,259			7,175
	$	24,244		$	25,793		$	21,138		$	17,057		$	25,793		$	20,432



Benefit obligation at January 31, 2015	$	12,125
Service cost	252
Interest cost	244
Prior service (credit) due to plan amendment	(958		)
Actuarial (gain) due to assumption changes	(3,403		)
Retiree benefits paid	(89		)
Benefit obligation at August 31, 2015	$	8,171
Fair value of plan assets	—
Funded status at August 31, 2015	$	(8,171	)
Net actuarial loss in accumulated other comprehensive income	2,710
Unrecognized prior service (credit)	(958		)
Accrued postretirement benefit cost at August 31, 2015	$	(6,419	)



Assumptions used to calculate benefit obligation:
Measurement date	August 31, 2015		January 31, 2015
Discount rate	4.25	%	3.50	%
Wage inflation rate	4.00	%	4.00	%
Average remaining years of service	15.14		16.05
Health care cost trend rates:
Health care cost trend rate assumed for next year	7.00	%	7.20	%
Ultimate health care cost trend rate	4.50	%	5.00	%
Year that the rate reaches the ultimate trend rate	2030		2025



	^(a)The Company's gross and operating margins may not be comparable to industry peers due to the diversity of its operations and variability in the classification of expenses across industries in which the Company operates.
	^(b)~~Non-GAAP measure reconciled to GAAP in the following table.~~


	Three Months Ended							Six Months Ended						Three Months Ended						Nine Months Ended
(dollars in thousands)	July 31, 2015			July 31, 2014		% Change		July 31, 2015		July 31, 2014		% Change		October 31, 2015		October 31, 2014		% Change		October 31, 2015		October 31, 2014		% Change
Applied Technology
Reported net sales	$	20,411		$	36,247	(43.7	)%	$	52,821	$	82,535	(36.0	)%	$	21,344	$	33,161	(35.6	)%	$	74,165	$	115,696	(35.9	)%
Less: Contract manufacturing sales	(1		)	1,267		(100.1	)%	546		2,782		(80.4	)%	—		1,535		(100.0	)%	546		4,317		(87.4	)%
Applied Technology net sales, excluding contract manufacturing sales	$	20,412		$	34,980	(41.6	)%	$	52,275	$	79,753	(34.5	)%	$	21,344	$	31,626	(32.5	)%	$	73,619	$	111,379	(33.9	)%

Aerostar
Reported net sales	$	11,328		$	19,257	(41.2	)%	$	17,882	$	36,922	(51.6	)%	$	9,456	$	19,257	(50.9	)%	$	27,338	$	56,179	(51.3	)%
Less: Contract manufacturing sales	1,529			7,817		(80.4	)%	3,084		16,034		(80.8	)%	630		6,841		(90.8	)%	3,714		22,875		(83.8	)%
Aerostar net sales, excluding contract manufacturing sales	$	9,799		$	11,440	(14.3	)%	$	14,798	$	20,888	(29.2	)%	$	8,826	$	12,416	(28.9	)%	$	23,624	$	33,304	(29.1	)%

Consolidated Raven
Reported net sales	$	67,518		$	94,485	(28.5	)%	$	137,791	$	196,995	(30.1	)%	$	67,611	$	91,292	(25.9	)%	$	205,402	$	288,287	(28.8	)%
Less: Contract manufacturing sales	1,528			9,084		(83.2	)%	3,630		18,816		(80.7	)%	630		8,376		(92.5	)%	4,260		27,192		(84.3	)%
Plus: Aerostar sales to Applied Technology	—			2,967		(100.0	)%	—		6,353		(100.0	)%	—		2,205		(100.0	)%	—		8,558		(100.0	)%
Consolidated net sales, excluding contract manufacturing sales	$	65,990		$	88,368	(25.3	)%	$	134,161	$	184,532	(27.3	)%	$	66,981	$	85,121	(21.3	)%	$	201,142	$	269,653	(25.4	)%


	Three Months Ended											Six Months Ended											Three Months Ended											Nine Months Ended
(dollars in thousands)	July 31, 2015			July 31, 2014			$ Change			% Change		July 31, 2015			July 31, 2014			$ Change			% Change		October 31, 2015			October 31, 2014			$ Change			% Change		October 31, 2015			October 31, 2014			$ Change			% Change
Net sales	$	20,411		$	36,247		$	(15,836	)	(43.7	)%	$	52,821		$	82,535		$	(29,714	)	(36.0	)%	$	21,344		$	33,161		$	(11,817	)	(35.6	)%	$	74,165		$	115,696		$	(41,531	)	(35.9	)%
Gross profit	7,507			15,272			(7,765		)	(50.8	)%	20,758			36,860			(16,102		)	(43.7	)%	7,309			12,597			(5,288		)	(42.0	)%	28,067			49,457			(21,390		)	(43.2	)%
Gross margins	36.8		%	42.1		%						39.3		%	44.7		%						34.2		%	38.0		%						37.8		%	42.7		%
Operating expenses	$	3,466		$	6,443		$	(2,977	)	(46.2	)%	$	7,976		$	12,175		$	(4,199	)	(34.5	)%	$	4,010		$	6,150		$	(2,140	)	(34.8	)%	$	11,986		$	18,325		$	(6,339	)	(34.6	)%
Operating expenses as % of sales	17.0		%	17.8		%						15.1		%	14.8		%						18.8		%	18.5		%						16.2		%	15.8		%
Operating income	$	4,041		$	8,829		$	(4,788	)	(54.2	)%	$	12,782		$	24,685		$	(11,903	)	(48.2	)%	$	3,299		$	6,447		$	(3,148	)	(48.8	)%	$	16,081		$	31,132		$	(15,051	)	(48.3	)%
Operating margins	19.8		%	24.4		%						24.2		%	29.9		%						15.5		%	19.4		%						21.7		%	26.9		%

Applied Technology net sales, excluding contract manufacturing sales	$	20,412		$	34,980		$	(14,568	)	(41.6	)%	$	52,275		$	79,753		$	(27,478	)	(34.5	)%	$	21,344		$	31,626		$	(10,282	)	(32.5	)%	$	73,619		$	111,379		$	(37,760	)	(33.9	)%


	Three Months Ended											Six Months Ended											Three Months Ended											Nine Months Ended
(dollars in thousands)	July 31, 2015			July 31, 2014			$ Change			% Change		July 31, 2015			July 31, 2014			$ Change			% Change		October 31, 2015			October 31, 2014			$ Change			% Change		October 31, 2015			October 31, 2014			$ Change			% Change
Net sales	$	35,789		$	42,299		$	(6,510	)	(15.4	)%	$	67,110		$	84,506		$	(17,396	)	(20.6	)%	$	36,919		$	41,249		$	(4,330	)	(10.5	)%	$	104,029		$	125,755		$	(21,726	)	(17.3	)%
Gross profit	7,283			7,200			83			1.2	%	13,561			14,401			(840		)	(5.8	)%	7,705			7,091			614			8.7	%	21,266			21,492			(226		)	(1.1	)%
Gross margins	20.3		%	17.0		%						20.2		%	17.0		%						20.9		%	17.2		%						20.4		%	17.1		%
Operating expenses	$	1,918		$	1,384		$	534		38.6	%	$	3,725		$	2,722		$	1,003		36.8	%	$	1,560		$	1,605		$	(45	)	(2.8	)%	$	5,285		$	4,327		$	958		22.1	%
Operating expenses as % of sales	5.4		%	3.3		%						5.6		%	3.2		%						4.2		%	3.9		%						5.1		%	3.4		%
Operating income	$	5,365		$	5,816		$	(451	)	(7.8	)%	$	9,836		$	11,679		$	(1,843	)	(15.8	)%	$	6,145		$	5,486		$	659		12.0	%	$	15,981		$	17,165		$	(1,184	)	(6.9	)%
Operating margins	15.0		%	13.7		%						14.7		%	13.8		%						16.6		%	13.3		%						15.4		%	13.6		%


	Three Months Ended											Six Months Ended											Three Months Ended											Nine Months Ended
(dollars in thousands)	July 31, 2015			July 31, 2014			$ Change			% Change		July 31, 2015			July 31, 2014			$ Change			% Change		October 31, 2015			October 31, 2014			$ Change			% Change		October 31, 2015			October 31, 2014			$ Change			% Change
Net sales	$	11,328		$	19,257		$	(7,929	)	(41.2	)%	$	17,882		$	36,922		$	(19,040	)	(51.6	)%	$	9,456		$	19,257		$	(9,801	)	(50.9	)%	$	27,338		$	56,179		$	(28,841	)	(51.3	)%
Gross profit	3,043			3,268			(225		)	(6.9	)%	3,814			6,183			(2,369		)	(38.3	)%	1,148			4,517			(3,369		)	(74.6	)%	4,962			10,700			(5,738		)	(53.6	)%
Gross margins	26.9		%	17.0		%						21.3		%	16.7		%						12.1		%	23.5		%						18.2		%	19.0		%
Operating expenses	$	1,729		$	1,640		$	89		5.4	%	$	3,353		$	4,544		$	(1,191	)	(26.2	)%	$	2,113		$	1,490		$	623		41.8	%	$	5,466		$	6,034		$	(568	)	(9.4	)%
Operating expenses as % of sales	15.3		%	8.5		%						18.8		%	12.3		%						22.3		%	7.7		%						20.0		%	10.7		%
Goodwill impairment loss																							$	7,413		$	—		$	7,413				$	7,413		$	—		$	7,413
Operating (loss) income	$	1,314		$	1,628		$	(314	)	(19.3	)%	$	461		$	1,639		$	(1,178	)	(71.9	)%	(8,378		)	3,027			(11,405		)	(376.8	)%	(7,917		)	4,666			(12,583		)	(269.7	)%
Operating margins	11.6		%	8.5		%						2.6		%	4.4		%						(88.6		)%	15.7		%						(29.0		)%	8.3		%

Aerostar net sales, excluding contract manufacturing sales	$	9,799		$	11,440		$	(1,641	)	(14.3	)%	14,798			20,888			$	(6,090	)	(29.2	)%	$	8,826		$	12,416		$	(3,590	)	(28.9	)%	23,624			33,304			$	(9,680	)	(29.1	)%

Aerostar adjusted operating income																							$	485		$	3,027		$	(2,542	)	(84.0	)%	$	946		$	4,666		$	(3,720	)	(79.7	)%