-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KEyoTPvHmJn3ContnVoFjmc+91deRDwSAvgpAWovw3BXHJ8Uw+yTsJbgAIVnSQXz Lq/BngvleVw1ysE07Lv0rg== 0000048287-05-000164.txt : 20051104 0000048287-05-000164.hdr.sgml : 20051104 20051104101331 ACCESSION NUMBER: 0000048287-05-000164 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051001 FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HNI CORP CENTRAL INDEX KEY: 0000048287 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 420617510 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14225 FILM NUMBER: 051178805 BUSINESS ADDRESS: STREET 1: 414 EAST THIRD STREET - PO BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761-7109 BUSINESS PHONE: 5632647400 MAIL ADDRESS: STREET 1: 414 EAST THIRD STREET STREET 2: P O BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761 FORMER COMPANY: FORMER CONFORMED NAME: HON INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HOME O NIZE CO DATE OF NAME CHANGE: 19681001 10-Q 1 r3q10q051.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

     / X /   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2005

OR

     /    /   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 0-2648

                     HNI Corporation                   
(Exact name of Registrant as specified in its charter)

                 Iowa                         
   (State or other jurisdiction of  
   incorporation or organization) 

      42-0617510     
(I.R.S. Employer
Identification Number)

P.O. Box 1109, 414 East Third Street
         Muscatine, Iowa 52761-0071           
(Address of principal executive offices)

     52761-0071    
(Zip Code)

Registrant's telephone number, including area code: 563/272-7400

Indicate by check mark whether the registrant (1) has filed all required reports to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES       X                     NO                    

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).      YES      X            NO                 

Indicate by check mark whether the registrant is a shell company (as defined in Rule  12b-2 of the Exchange Act).      YES                  NO      X          

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Class
Common Shares, $1 Par Value

Outstanding at October 1, 2005
54,779,978



HNI Corporation and SUBSIDIARIES

INDEX

PART I.    FINANCIAL INFORMATION

Page

Item 1.    Financial Statements (Unaudited)

           

Condensed Consolidated Balance Sheets
October 1, 2005, and January 1, 2005


3

Condensed Consolidated Statements of Income
Three Months Ended October 1, 2005, and October 2, 2004


5

Condensed Consolidated Statements of Income
Nine Months Ended October 1, 2005, and October 2, 2004


6

Condensed Consolidated Statements of Cash Flows
Nine Months Ended October 1, 2005, and October 2, 2004


7

Notes to Condensed Consolidated Financial Statements

8

Item 2.    Management's Discussion and Analysis of
               Financial Condition and Results of Operations


17

Item 3.    Quantitative and Qualitative Disclosure about Market Risk

22

Item 4.    Controls and Procedures

22

PART II.    OTHER INFORMATION

Item 2.     Changes in Securities and Use of Proceeds

23

Item 6.    Exhibits

23

SIGNATURES

24

EXHIBIT INDEX

25



                                         PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS


Oct. 1, 2005   
     (Unaudited)    


Jan. 1,     
      2005       

ASSETS

    (In thousands)

CURRENT ASSETS

  Cash and cash equivalents
  Short-term investments
  Receivables
  Inventories (Note C)
  Deferred income taxes
  Prepaid expenses and other current assets

$      36,526
9,430
294,048
93,051
16,302
        14,723

$     29,676
 6,836
234,731
77,590
14,639
       11,107

     Total Current Assets

464,080

374,579

PROPERTY, PLANT, AND EQUIPMENT, at cost

  Land and land improvements
  Buildings
  Machinery and equipment
  Construction in progress

26,259
237,037
517,313
        21,811

26,042
234,421
512,544
        13,686


  Less accumulated depreciation

802,420
      507,028

786,693
      475,349

     Net Property, Plant, and Equipment

295,392

311,344

GOODWILL

237,086

224,554

OTHER ASSETS

      118,039

      111,180

     Total Assets

$ 1,114,597

$ 1,021,657

See accompanying Notes to Condensed Consolidated Financial Statements.



HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

Oct. 1, 2005  
    (Unaudited)   

Jan. 1,    
    2005     

LIABILITIES AND SHAREHOLDERS' EQUITY

(In thousands, except share and     
per share value data)             

CURRENT LIABILITIES

  Accounts payable and accrued expenses
  Income taxes
  Note payable and current maturities of long-term
    debt
  Current maturities of other long-term obligations

$   273,255
8,410

27,740
         8,349

$  253,958
6,804

646
         4,842

    Total Current Liabilities

317,754

266,250

LONG-TERM DEBT

3,243

2,627

CAPITAL LEASE OBLIGATIONS

861

1,018

OTHER LONG-TERM LIABILITIES

46,141

40,045

DEFERRED INCOME TAXES

33,674

42,554

MINORITY INTEREST IN SUBSIDIARY

133

-

SHAREHOLDERS' EQUITY

  Capital Stock:
  Preferred, $1 par value, authorized
  2,000,000 shares, no shares outstanding

-

-

  Common, $1 par value, authorized
  200,000,000 shares, outstanding -
  2005 - 54,779,978 shares;
  2004 - 55,303,323 shares

54,780

55,303

  Paid-in capital
  Retained earnings
  Accumulated other comprehensive income

945
656,587
           479

6,879
606,632
             349

    Total Shareholders' Equity

     712,791

      669,163

    Total Liabilities and Shareholders' Equity

$ 1,114,597

$ 1,021,657

See accompanying Notes to Condensed Consolidated Financial Statements.



HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended

Oct. 1,     
    2005       

Oct. 2,   
    2004    

(In thousands, except share   
and per share data)        

Net Sales
Cost of sales
  Gross Profit
Selling and administrative expenses
Restructuring and impairment charges
  Operating Income
Interest income
Interest expense
  Earnings Before Income Taxes and Minority Interest
Income taxes
  Earnings Before Minority Interest
Minority interest in earnings of subsidiary, net of tax
  Net Income

$  632,280 
          396,042 
236,238 
171,802 
              1,071 
63,365 
195 
                 693 
62,867 
            22,317 
   40,550 
                (11) 
$   40,561 

$  573,457
          367,835
205,622
147,594
                 135
57,893
131
                 160
57,864
            21,120
 36,744
                     -
$   36,744

Net income per common share - basic

$0.74 

$0.65

Average number of common shares outstanding - basic

55,011,758 

56,191,547

Net income per common share - diluted

$0.73 

$0.65

Average number of common shares outstanding - diluted

55,447,480 

56,635,074

Cash dividends per common share

$0.155 

$0.140

See accompanying Notes to Condensed Consolidated Financial Statements.



                                     HNI Corporation and SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                         (Unaudited) 

Nine Months Ended

Oct. 1,   
    2005    

Oct. 2,   
     2004    

(In thousands, except share
and per share data)

Net Sales

$ 1,788,709 

$ 1,546,099

Cost of sales

   1,142,338 

      987,094

 Gross Profit

646,371 

559,005

Selling and administrative expenses

487,348 

424,753

Restructuring and impairment charges

          1,071 

             870

 Operating Income

157,952 

133,382

Interest income

1,175 

1,180

Interest expense

          1,520 

             734

 Earnings Before Income Taxes and Minority Interest

157,607 

133,828

Income taxes

        55,950 

        48,847

 Earnings Before Minority Interest, net of tax

101,657 

-

Minority interest in earnings of subsidiary

              (11)

                  -

 Net Income

$    101,668 

$      84,981

Net income per common share - basic

$1.84 

$1.48

Average number of common shares outstanding - basic

55,106,182 

57,458,319

Net income per common share - diluted

$1.83 

$1.47

Average number of common shares outstanding - diluted

55,484,189 

57,893,214

Cash dividends per common share

$0.465 

$0.420

See accompanying Notes to Condensed Consolidated Financial Statements.

 


 

HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended                        

Oct. 1, 2005

Oct. 2, 2004

                                   (In thousands)

Net Cash Flows From (To) Operating Activities:
  Net income
  Noncash items included in net income:
    Depreciation and amortization
    Other postretirement and post employment
       benefits
    Deferred income taxes
    Loss on sales, retirements and impairments of
       property, plant and equipment
    Stock issued to retirement plan
    Other - net
  Net increase (decrease) in non-cash operating
       assets and liabilities
  Increase (decrease) in other liabilities
    Net cash flows from (to) operating activities


$        101,668 
 
49,565 
 
1,502 
(10,485)

924 
6,199 
1,213 

(49,610)
                 1,618 
102,594 


             $           84,981 

                  49,614 

                    1,406 
885 

                    1,412 
                    5,990 
                    1,588 

  (41,965)
               6,168 
110,079 

Net Cash Flows From (To) Investing Activities:
  Capital expenditures
  Proceeds from sale of property, plant and
      equipment
  Capitalized software
  Acquisition spending, net of cash acquired
    Short-term investments - net
  Purchase of long-term investments
  Sales or maturities of long-term investments
  Other-net
    Net cash flows from (to) investing activities


(25,968)

286 
(2,264)
(25,678)
2,400 
(31,495)
30,205 
                   (68)
(52,582)


                (21,066)

                     465 
    (3,324)
 (131,931)
58,497 
(6,416)
  - 
                     (350)
(104,125)

Net Cash Flows From (To) Financing Activities:
  Proceeds from sales of HNI Corporation
     common stock
  Purchase of HNI Corporation common stock
  Proceeds from revolving credit facility
  Payments of note and revolving credit facility  
  Dividends paid
    Net cash flows from (to) financing activities



13,900 
(54,800)
59,000 
(35,601)
             (25,661)
(43,162)

                 

6,262 
(97,664)

(26,593)
                  (24,263) (142,258)

Net increase (decrease) in cash and
  cash equivalents
Cash and cash equivalents at beginning of period


6,850 
               29,676 

                
(136,304)
             138,982 

Cash and cash equivalents at end of period

$            36,526 

             $              2,678 

See accompanying Notes to Condensed Consolidated Financial Statements.



HNI Corporation and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 1, 2005

Note A.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine-month period ended October 1, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.  For further information, refer to the consolidated financial statements and footnotes included in HNI Corporation's annual report on Form 10-K for the year ended January 1, 2005.

Note B. Summary of Significant Accounting Policies

Investments - HNI Corporation (the "Corporation") liquidated an investment in a Master Fund that was excluded from SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities."  The Corporation subsequently invested in an investment fund that is also excluded from the scope of SFAS No. 115, however, the Corporation's ownership in this investment fund is such that the underlying investments are recorded at fair market value.

Stock based compensation - The Corporation accounts for its stock option plan using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," which results in no charge to earnings when options are issued at fair market value.  The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," to stock-based employee compensation.



Three Months Ended

Nine Months Ended   

(In thousands)

Oct. 1, 
   2005   

Oct. 2, 
    2004   

Oct. 1,   
    2005    

Oct. 2,  
        2004   

Net income, as reported

$ 40,561 

$ 36,744 

$101,668 

$ 84,981 

Deduct: Total stock-based employee
  compensation expense determined
  under fair value based method for
  all awards, net of related tax effects




(464)




 (827)




(1,354)




(2,183)

Pro forma net income

$ 40,097 

$ 35,917 

$100,314 

 $ 82,798 

Earnings per share:
  Basic - as reported
  Basic - pro forma
  Diluted - as reported
  Diluted - pro forma


$0.74 
$0.73 
$0.73 
$0.72 


$0.65 
$0.64 
$0.65 
$0.63 


$1.84 
$1.82 
$1.83 
$1.81 


$1.48 
$1.44 
$1.47 
$1.43 

The Corporation used the nominal vesting approach for all options, including those that would have an accelerated vesting feature associated with employee retirement.  The utilization of the nominal vesting approach for the options subject to the accelerated retirement vesting does not have a material impact on the table presented above.

Note C.  Inventories

The Corporation values its inventory at the lower of cost or market with approximately 88% valued by the last-in, first-out (LIFO) method.


(In thousands)

Oct. 1, 2005
(Unaudited)


Jan. 1, 2005

Finished products

$  66,299 

$  52,796 

Materials and work in process

42,705 

      40,712 

LIFO allowance

   (15,953)

   (15,918)

$   93,051 

$   77,590 


Note D.  Comprehensive Income and Shareholders' Equity

The Corporation's comprehensive income for the first nine months of 2005 consisted of changes in unrealized holding gains or losses on equity securities available-for-sale under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," additional pension liability and foreign currency adjustments.

For the nine months ended October 1, 2005, the Corporation repurchased 1,104,673 shares of its common stock at a cost of approximately $54.8 million.  As of October 1, 2005, $90.9 million of the Board's current repurchase authorization remained unspent.


Note E.  Earnings Per Share

The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share (EPS):

Three Months Ended

Nine Months Ended

Oct. 1, 2005

Oct. 2, 2004

Oct. 1, 2005

Oct. 2, 2004

Numerators:
Numerator for both
   basic and diluted EPS
   net income (in thousands)

 $40,561

 $36,744

$101,668




$84,981

Denominators:
Denominator for basic EPS
   weighted-average common
   shares outstanding

55,011,758

56,191,547

55,106,182




57,458,319

Potentially dilutive shares
   from stock option plans

435,722

     443,527

378,007


434,895

Denominator for diluted EPS

55,447,480

56,635,074

55,484,189


57,893,214

Earnings per share - basic

$0.74

$0.65

$1.84


$1.48

Earnings per share - diluted

$0.73

$0.65

$1.83


$1.47

Certain exercisable and non-exercisable stock options were not included in the computation of diluted EPS at October 2, 2004, because the option prices were greater than the average market prices for the applicable periods.  The number of stock options outstanding, which met this criterion for both the three and nine months ended October 2, 2004, was 20,000 with a range of per share exercise prices of $42.49 - $42.98.  There were no stock options outstanding, which met this criterion for the three and nine months ended October 1, 2005.    

Note F. Restructuring Reserve and Plant Shutdowns

As a result of the Corporation's business simplification and cost reduction strategies the Corporation began the shutdown of two office furniture facilities in third quarter 2005.  The Corporation will close plants in Kent, Washington and Van Nuys, California and consolidate production into other U. S. manufacturing locations.  In connection with the shutdowns, the Corporation recorded $1.3 million of pre-tax charges during the quarter.  These charges included $0.2 million of accelerated depreciation of machinery and equipment recorded in cost of sales, $1.0 million of severance and $0.1 million of other exit costs recorded as restructuring costs.  The Corporation expects that the shutdowns and consolidation will be completed during the first half of 2006.  The Corporation expects to record an additional pre-tax charge of $2.2 million during the fourth quarter 2005.



The following is a summary of changes in restructuring accruals during the third quarter of 2005.


(In thousands)

Severance

Facility Exit Costs &   
    Other      


     Total   

Balance as of July 2, 2005

$       - 

$        - 

$         - 

Restructuring charges

933 

138 

1,071 

Cash payments

          - 

      (53)

       (53)

Balance as of October 1, 2005

$   933 

$     85 

$ 1,018 

Note G.  Business Combinations

The Corporation completed the acquisition of four small office furniture services companies, two small hearth distributors and three office furniture dealers during the first nine months ending October 1, 2005.  The combined purchase price of these acquisitions totaled approximately $27.1 million of which $25.7 million was paid in cash.  The Corporation is in the process of finalizing the allocation of the purchase price.  Any modification is not expected to be significant.  There are approximately $12.4 million of intangibles associated with these acquisitions.  Of these acquired intangible assets, $3.5 million was assigned to trade names that are not subject to amortization.  The remaining $8.9 million have estimated useful lives ranging from two to ten years with amortization recorded based on the projected cash flow associated with the respective intangible assets existing relationships.  There is approximately $11.9 million of goodwill associated with these acquisitions, of which $10.0 million was assigned to the furniture segment and $1.9 million was assigned to the hearth products segment.  All goodwill is deductible for income tax purposes.

Note H. Goodwill and Other Intangible Assets

The table below summarizes amortizable definite-lived intangible assets as of October 1, 2005 and January 1, 2005, which are reflected in Other Assets in the Corporation's condensed consolidated balance sheets:

(In thousands)

Oct. 1, 2005

Jan. 1, 2005

Patents

$ 18,480 

$ 18,820 

Customer relationships and other

63,454 

     54,702 

Less:  accumulated amortization

  (26,895)

       (21,785)

 

$ 55,039 

$ 51,737 

Aggregate amortization expense for the three and nine months ended October 1, 2005 and October 2, 2004 was $1.8 million and $5.4 million, and $1.2 million and $3.2 million, respectively.  Amortization expense is estimated to decrease from $7.4 to $4.6 million per year over the next five years.

The Corporation also owns trademarks and trade names with a net carrying amount of $32.7 million.  The trademarks are deemed to have indefinite useful lives because they are expected to generate cash flows indefinitely.


 

The changes in the carrying amount of goodwill since January 1, 2005, are as follows by reporting segment:

(In thousands)

Office    
  Furniture  

Hearth    
   Products  


    Total    

Balance as of January 1, 2005

$ 65,531

$ 159,023

$ 224,554

Goodwill increase during period

    10,283

       2,249

     12,532

Balance as of October 1, 2005

$ 75,814

$ 161,272

$ 237,086

In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets," the Corporation evaluates its goodwill for impairment on an annual basis during the fourth quarter based on values at the end of third quarter or whenever indicators of impairment exist.  The Corporation has previously evaluated its goodwill for impairment and has determined that the fair value of the reporting unit exceeds their carrying value so no impairment of goodwill was recognized.  The increase in goodwill relates to the acquisitions completed during the first nine months of the year as well as small purchase price adjustments related to prior acquisitions.  See Business Combination footnote for further information. 

Note I.  Product Warranties

The Corporation issues certain warranty policies on its furniture and hearth products that provide for repair or replacement of any covered product or component that fails during normal use because of a defect in design or workmanship.

A warranty reserve is determined by recording a specific reserve for known warranty issues and an additional reserve for unknown claims that are expected to be incurred based on historical claims experience.  Actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.  Activity associated with warranty obligations was as follows during the period:

                                                                                           Nine Months Ended

(In thousands)

Oct. 1,  
   2005   

Oct. 2,  
    2004   

Balance at beginning of period
Accrual assumed from acquisition
Accruals for warranties issued during the period
Accrual related to pre-existing warranties
Settlements made during the period

$ 10,794 

6,948 
1,405 
       (9,003)

$  8,926 
      688 
    7,959 
       753 
     (7,947)

Balance at end of period

$ 10,144 

$ 10,379 

 

Note J.  Postretirement Health Care

In accordance with the interim disclosure requirements of revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," the following table sets forth the components of net periodic benefit cost included in the Corporation's income statement for:


 

Nine Months Ended

(In thousands)

Oct. 1,  
   2005   

Oct. 2,  
  2004   

Service cost

$    228 

 $    213 

Interest cost

792 

       799 

Expected return on plan assets

(153)

 (218)

Amortization of transition obligation

435 

       436 

Amortization of prior service cost

173 

       173 

Amortization of (gain)/loss

        27 

           - 

Net periodic benefit cost

$ 1,502 

$ 1,403 

  

In May 2004, The Financial Accounting Standards Board ("FASB") issued FASB Staff Position No. 106-2. "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003" ("FSP106-2").  The Corporation has determined that the benefits provided by the plan are not actuarially equivalent to the Medicare Part D benefit under the Act based on the percentage of the cost of the plan that the Corporation provides.
                     

Note K.  Commitments and Contingencies

During the second quarter ended June 28, 2003, the Corporation entered into a one-year financial agreement for the benefit of one of its distributor chain partners, which was extended through August 31, 2005.  During the third quarter of 2005 the Corporation paid $1.2 million associated with this guarantee.  The Corporation expects to recover this amount through liquidations of secured collateral.

The Corporation utilizes letters of credit in the amount of approximately $23.1 million to back certain financing instruments, insurance policies and payment obligations.  The letters of credit reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined.

The Corporation is contingently liable for future minimum payments totaling $4.5 million under a transportation service contract.  The transportation agreement was for a three-year period ending May 1, 2005, with an automatic renewal provision for periods of one year.  This contract was renewed.  Either party may terminate the agreement upon 90 days' written notice.

The Corporation has contingent liabilities, which have arisen in the course of its business, including pending litigation, preferential payment claims in customer bankruptcies, environmental remediation, taxes and other claims.  The Corporation currently has $10.2 million pending against it arising out of the bankruptcy filings of various customers.  The Corporation in one such claim was named a critical vendor by the bankruptcy court and, accordingly, was paid in full for all outstanding receivables.  The claims allege that the Corporation received preferential payments from the customers during the ninety days that preceded the bankruptcy filings.  The Corporation has recorded accruals with respect to these contingencies, in an amount substantially less than the full amount of the claims, which represents the best estimate within the range of likely exposure and intends to vigorously defend against the claims.  Given the nature of these claims, it is possible that the ultimate outcome could differ from the recorded amount.

Note L. New Accounting Standards

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which replaces Original SFAS No. 123 and supercedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25").  SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first annual fiscal period after June 15, 2005.  Under the Original SFAS No. 123, this accounting treatment was optional with pro forma disclosures required.  The Corporation is required to adopt SFAS No. 123(R) in its first quarter of fiscal 2006, beginning January 1, 2006.  It will be effective for all awards granted after that date and for the unvested portion of awards granted prior to the adoption date.  The expense that will be recognized with respect to such unvested awards will be based on the grant-date fair value and vesting schedule of those awards used in calculating the pro forma disclosures required under Original SFAS No. 123.  See Note B for the impact of the fair value recognition provisions of Original SFAS No. 123 on our net income and net income per share.

In February 2005, the SEC Office of the Chief Accountant issued a letter to clarify the staff's interpretation regarding the accounting for operating leases under generally accepted accounting principles.  Issues covered in this clarification include the amortization of leasehold improvements, rent holidays and landlord/tenant incentives.  The SEC staff believes that its positions are based upon existing accounting literature, and as such, any registrants who determine their accounting for leases in prior periods to be in error should issue a restatement of results from the correction of any such errors, if deemed significant.  The Corporation has reevaluated its accounting for leases and determined that the impact of this clarification on its financial statements did not have a material impact on the Corporation's financial statements in the current quarter or prior periods. 

In March 2005, the FASB issued Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations, an Interpretation of FASB Statement No. 143" ("FIN 47").  Under FIN 47, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.  Any uncertainty about the amount and/or timing of future settlement should be factored into the measurement of the liability when sufficient information exists.  FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value.  The provisions of FIN 47 are required to be applied no later than the end of fiscal years ending after December 15, 2005, although early adoption is encouraged.  As such, the Corporation is required to adopt FIN 47 by the end of fiscal 2005.  The Corporation is currently evaluating the impact of FIN 47 on its consolidated financial statements.


 

Note M.  Business Segment Information

Management views the Corporation as operating in two business segments: office furniture and hearth products with the former being the principal business segment.

The office furniture segment manufactures and markets a broad line of metal and wood commercial and home office furniture which includes file cabinets, desks, credenzas, chairs, storage cabinets, tables, bookcases, freestanding office partitions and panel systems and other related products.  The hearth product segment manufactures and markets a broad line of manufactured gas-, pellet- and wood-burning fireplaces and stoves; fireplace inserts; and chimney systems principally for the home.

For purposes of segment reporting, intercompany sales transfers between segments are not material and operating profit is income before income taxes exclusive of certain unallocated corporate expenses.  These unallocated corporate expenses include the net cost of the Corporation's corporate operations, interest income and interest expense.  Management views interest income and expense as corporate financing costs and not as a business segment cost.  In addition, management applies one effective tax rate to its consolidated income before income taxes so income taxes are not reported or viewed internally on a segment basis.

No geographic information for revenues from external customers or for long-lived assets is disclosed as the Corporation's primary market and capital investments are concentrated in the United States.


 

Reportable segment data reconciled to the consolidated financial statements for the three and nine month periods ended October 1, 2005, and October 2, 2004, is as follows:

Three Months Ended     

Nine Months Ended     


(In thousands)

Oct. 1,    
     2005     

Oct. 2,    
      2004     

Oct. 1,   
    2005    

Oct. 2,   
    2004    

Net Sales:
  Office furniture
  Hearth products


$   477,295 
     154,985 


$   435,696 
     137,761 


$ 1,360,088 
     428,621 


$ 1,170,045 
      376,054 

$   632,280 

$   573,457 

$ 1,788,709 

$ 1,546,099 

Operating Profit:
  Office furniture
    Operations before restructuring charges
    Restructuring and impairment charges
       Office Furniture - net
  Hearth products
    Total operating profit
  Unallocated corporate expense
    Income before income taxes



$    49,977 
      (1,071)
48,906 
      22,371 
71,277 
       (8,393)
$    62,884 



$     48,130 
          (135)
47,995 
      17,499 
65,494 
       (7,630)
$    57,864 



$   135,186 
        (1,071)
134,115 
        49,714 
183,829 
      (26,205)
$   157,624 



  $    117,713 
           (870)
      116,843 
        43,702 
     160,545 
      (26,717)
 $    133,828 

Depreciation & Amortization Expense:
  Office furniture
  Hearth products
  General corporate


$    10,814 
3,799 
        1,567 
$    16,180 


$     11,701 
3,588 
            861 
$     16,180 


$    32,742 
       11,852 
        4,971 
  $    49,565 


  $     34,543 
       11,219 
         3,852 
  $     49,614 

Capital Expenditures (including capitalized software):
  Office furniture
  Hearth products
  General corporate



   $      6,539 
            2,101 
        2,097 
   $    10,737 



  $       4,572 
          3,421 
            628 
 $       8,621 



  $    18,481 
         6,700 
        3,051 
 $    28,232 



  $     12,111 
         9,964 
         2,315 
  $     24,390 



As of     
Oct. 1,   
    2005     

As of     
Oct. 2,   
    2004     

Identifiable Assets:
  Office furniture
  Hearth products
  General corporate




$    631,672
370,620
      112,305
$ 1,114,597


$    570,725
363,580
      103,119
$ 1,037,424

 


 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
             Operations

Overview

The Corporation has two reportable core operating segments: office furniture and hearth products.  The Corporation is the second largest office furniture manufacturer in the United States and the nation's leading manufacturer and marketer of gas- and wood-burning fireplaces.

During the third quarter, the Corporation recorded record sales and earnings.  Net sales were up 10.3 percent while net income increased 10.4 percent and earnings per diluted share increased 12.3 percent over the same quarter last year.  Organic growth continued to be solid across the Corporation's multiple brands and channels.  Gross margins for the quarter exceeded prior year levels as ongoing cost reduction initiatives and price realization offset higher steel and other petroleum based product costs.  Selling and administrative expenses increased due to the Corporation's continued investment in selling, product launches, and strategic distribution for hearth and office furniture as well as increased freight and distribution costs.

The Corporation began the shutdown of two office furniture facilities as a result of its ongoing business simplification and cost reduction strategies.  The Corporation recorded $1.3 million of pre-tax charges in connection with the facility shutdowns during the third quarter. 

Critical Accounting Policies

The preparation of the financial statements requires the Corporation to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.  The Corporation continually evaluates its accounting policies and estimates.  The Corporation bases its estimates on historical experience and on a variety of other assumptions believed to be reasonable in order to make judgments about the carrying value of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.  A summary of the more significant accounting policies that require the use of estimates and judgments in preparing the financial statements is provided in the Corporation's Annual Report on Form 10-K for the year ended January 1, 2005.  During the first nine months of fiscal year 2005, there was no material change in the accounting policies and assumptions previously disclosed.


Results of Operations

The following table presents certain key highlights from the results of operations for the quarterly periods indicated:

Three Months Ended

Nine Months Ended

(In thousands)

Oct. 1,
   2005   

Oct. 2,
   2004   

Percent
Change

Oct. 1,
  2005   

Oct. 2,
  2004  

Percent
Change

Net sales

$632,280 

$573,457

10.3%

$1,788,709 

$1,546,099

15.7%

Cost of products sold

  396,042 

  367,835

          7.7   

  1,142,338 

    987,094

        15.7   

Gross profit

236,238 

205,622

    14.9   

646,371 

559,005

     15.6   

Selling & administrative
   expenses


171,802 


147,594


    16.4   


487,348 


424,753


     14.7   

Restructuring &  
  impairment charges


      1,071 


          135


   693.3   


         1,071 


           870


        23.1   

Operating income

63,365 

57,893

      9.5   

157,952 

133,382

     18.4   

Interest income

195 

131

    48.9   

1,175 

1,180

      (0.4)  

Minority interest in
  earnings of subsidiary


(17)


-


  100.0   


(17)


-


   100.0   

Interest expense

693 

160

 333.1   

1,520 

734

   107.1   

Income taxes

     22,323 

    21,120

        5.7   

       55,956 

       48,847

       14.6   

Net income

$  40,561 

$  36,744

10.4%

$   101,668 

$     84,981

19.6%


The Corporation experienced solid sales growth in the quarter, up 10.3 percent or $58.8 million compared to the same quarter last year.  During the third quarter of 2005, the Corporation completed the acquisitions of two small office furniture services companies, two office furniture dealers, and a small hearth distributor.  Those acquisitions, along with previous acquisitions completed subsequent to the third quarter of 2004, accounted for $13 million of the increase in sales.

The Corporation continues to implement its business simplification and cost reduction strategies.  As a result, the Corporation began the shutdown of two office furniture facilities during third quarter 2005.  The plants located in Kent, Washington and Van Nuys, California will close and production will be consolidated into the Corporation's other U.S. manufacturing locations.  In connection with the shutdown, the Corporation recorded $1.3 million of pre-tax charges or $0.02 per diluted share during the third quarter of 2005.  These charges included $0.2 million of accelerated depreciation on machinery and equipment recorded in cost of sales, and $1.1 million of severance and other exit costs recorded as restructuring costs.

Gross margins for the third quarter increased to 37.4 percent compared to 35.9 percent in the prior year as a result of cost reduction initiatives and price realization. 

Total selling and administrative expenses for the quarter increased $25 million to 27.3 percent of net sales compared to 25.8 percent in third quarter 2004.  Included in third quarter 2005 were additional selling and administrative costs of $4 million associated with new acquisitions; increased freight and distribution costs of $7 million due to volume, rate increases, and fuel surcharges; $1.1 million of restructuring charges from the shutdown of two office furniture facilities; continued investment in brand building and selling initiatives and new product launches.  Third quarter 2004 included $0.1 million related to the previous shutdown of two office furniture facilities.

Net income increased 10.4 percent and net income per diluted share increased 12.3 percent compared to the same quarter in 2004.  Net income per share was positively impacted $0.01 per share as a result of the Corporation's share repurchase program.

The Corporation reduced its annualized effective tax rate at the beginning of the year to 35.5 percent compared to 36.5 percent in 2004 due primarily to benefits related to the American Jobs Creation Act of 2004.  The Corporation expects the effective tax rate to remain at this level in 2005.

For the first nine months of 2005, consolidated net sales increased 15.7 percent to $1.8 billion compared to $1.5 billion in 2004.  Acquisitions accounted for approximately $65 million or 4.2 percentage points of the increase.  Gross margins year-to-date decreased slightly to 36.1 percent compared to 36.2 percent last year as cost reduction initiatives and increased price realization largely offset higher steel and other material costs.  Net income was $101.7 million compared to $85.0 million in 2004, an increase of 19.6 percent.  Net income was $1.83 per diluted share compared to $1.47 per diluted share in 2004, an increase of 24.5 percent.  Net income per share was positively impacted $0.07 per share on a year-to-date basis as a result of the Corporation's share repurchase program.

Office Furniture

Third quarter sales for the office furniture segment increased 9.5 percent or $41.6 million to $477.3 million from $435.7 million for the same quarter last year.  The Corporation's acquisitions since third quarter 2004 accounted for $11 million of the increase.  Operating profit prior to unallocated corporate expenses as a percent of sales decreased to 10.2 percent versus 11.0 percent in 2004 as a result of continued investments in selling, product launches and strategic distribution as well as increased freight and distribution costs and costs related to facility shutdowns.

Net sales on a year-to-date basis increased 16.2 percent or $190.0 million to $1.4 billion compared to $1.2 billion in 2004.  The Corporation's acquisitions accounted for $43 million of the increase.  Operating profit as a percentage of sales decreased to 9.9 percent compared to 10.0 percent in the prior year.

Hearth Products

Third quarter sales for the hearth products segment increased 12.5 percent or $17.2 million to $155.0 million compared to $137.8 million in 2004 due to strong organic growth.  The Corporation's acquisitions completed since the third quarter of 2004 accounted for $2 million of the increase.  Operating profit prior to unallocated corporate expenses increased to $22.4 million from $17.5 million in the same quarter last year.  Operating profit as a percent of net sales increased to 14.4 percent compared to 12.7 percent in 2004 due to increased volume and price realization.


Net sales on a year-to-date basis increased 14.0 percent or $52.6 million to $428.6 million compared to $376.1 million in 2004.  The Corporation's acquisitions accounted for approximately $22 million of the increase.  Operating profit as a percentage of sales was consistent with prior year at 11.6 percent. 

Liquidity and Capital Resources

As of October 1, 2005, cash and short-term investments increased to $46.0 million compared to a $36.5 million balance at year-end 2004.  Cash flow from operations remained strong at $102.6 million.  Trade receivables and inventory levels have increased from year-end due to seasonality, increased volume and acquisitions completed during 2005.  Cash flow and working capital management continue to be a major focus of management to ensure the Corporation is poised for growth.  The Corporation has sufficient liquidity to manage its operations and maintains additional borrowing capacity of $102 million, net of amounts designated for letters of credit, through a revolving bank credit agreement.

Net capital expenditures, including capitalized software, for the first nine months of 2005 were $28.2 million compared to $24.4 million in 2004 and were primarily for tooling and equipment for new products.  Cash from operations funded these investments.  For the full year 2005, capital expenditures are expected to be slightly more than 2004 levels and are also planned to be funded from the Corporation's cash flow from operations.

During the first nine months, the Corporation completed the acquisitions of four small office furniture services companies, three office furniture dealers and two small hearth products distributors for a total of $25.7 million in cash.  During 2005 the Corporation utilized $59 million under its revolving credit facility to fund acquisitions and meet cash requirements.  Currently, $25 million remains outstanding and is classified as short-term as the Corporation expects to repay the borrowings prior to year end.

The Board of Directors declared a regular quarterly cash divided of $0.155 per share on its common stock on August 1, 2005, to shareholders of record at the close of business on August 11, 2005.  It was paid on September 1, 2005.

For the nine months ended October 1, 2005, the Corporation repurchased 1,104,673 shares of its common stock at a cost of approximately $54.8 million, or an average price of $49.61.  As of October 1, 2005, $90.9 million of the Board's current repurchase authorization remained unspent.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Contractual Obligations

There are no material changes in contractual obligations and other commercial commitments from such obligations and commitments as of January 1, 2005.

Commitments and Contingencies

During the second quarter ended June 28, 2003, the Corporation entered into a one-year financial agreement for the benefit of one of its distributor chain partners, which was extended through August 31, 2005.  During the third quarter of 2005 the Corporation paid $1.2 million associated with this guarantee.  The Corporation expects to recover this amount through liquidations of secured collateral.

The Corporation utilizes letters of credit in the amount of approximately $23.1 million to back certain financing instruments, insurance policies and payment obligations.  The letters of credit reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined.

The Corporation is contingently liable for future minimum payments totaling $4.5 million under a transportation service contract.  The transportation agreement was for a three-year period ending May 1, 2005, with an automatic renewal provision for periods of one year.  This contract was renewed.  Either party may terminate the agreement upon 90 days' written notice.

The Corporation has contingent liabilities, which have arisen in the course of its business, including pending litigation, preferential payment claims in customer bankruptcies, environmental remediation, taxes and other claims.  The Corporation currently has $10.2 million pending against it arising out of the bankruptcy filings of various customers.  The Corporation in one such claim was named a critical vendor by the bankruptcy court and, accordingly, was paid in full for all outstanding receivables.  The claims allege that the Corporation received preferential payments from the customers during the ninety days that preceded the bankruptcy filings.  The Corporation has recorded accruals with respect to these contingencies, in an amount substantially less than the full amount of the claims, which represents the best estimate within the range of likely exposure and intends to vigorously defend against the claims.  Given the nature of these claims, it is possible that the ultimate outcome could differ from the recorded amount.

Looking Ahead

The Corporation's order trends are strong and management believes the Corporation is well positioned in each of its markets to continue to experience solid market performance.  Gross margins are expected to return to, or slightly exceed, prior year levels for the full year.  The Corporation remains focused on productivity improvements, cost reductions, elimination of non-value added activity throughout the total value stream and aggressive strategic sourcing on a global basis.

The Corporation continues its focus on creating long-term shareholder value by growing its business through investment in building brands, product solutions, and selling models, enhancing its strong member-owner culture and remaining focused on its long-standing continuous improvement programs to build best total cost and a lean enterprise.

Forward-Looking Statements

Statements in this report that are not strictly historical, including statements as to plans, objectives, and future financial performance, are "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks, which may cause the Corporation's actual results in the future to differ materially from expected results.  These risks include, among others: the Corporation's ability to realize financial benefits from its (a) price increases, (b) cost containment and business simplification initiatives, (c) investments in strategic acquisitions, new products and brand building, (d) investments in distribution and rapid continuous improvement, (e) repurchases of common stock and (f) ability to maintain its effective tax rate; uncertainty related to the availability of cash to fund future growth; lower than expected demand for the Corporation's products due to uncertain political and economic conditions; lower industry growth than expected; major disruptions at our key facilities or in the supply of any key raw materials, components or finished goods; uncertainty related to disruptions of business by terrorism or military action; competitive pricing pressure from foreign and domestic competitors; higher than expected costs and lower than expected supplies of materials (including steel and other petroleum based materials); higher than expected costs for energy and fuel; changes in the mix of products sold and of customers purchasing; and other factors described in the Corporation's annual and quarterly reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q. 

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

As of October 1, 2005, there were no material changes to the financial market risks that affect the quantitative and qualitative disclosures presented as of January 1, 2005 in item 7A of the Corporation's Annual Report on Form 10-K.

Item 4.  Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures are also designed to ensure that information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, the chief executive officer and chief financial officer of the Corporation have evaluated the effectiveness of the design and operation of the Corporation's disclosure controls and procedures as of October 1, 2005, and, based on their evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures are effective. 


There have not been any changes in our internal control over financial reporting that occurred during the fiscal quarter ended October 1, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

                                                                                               PART II.     OTHER INFORMATION

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

                 Issuer Purchases of Equity Securities

                  The following is a summary of share repurchase activity during the third quarter ended October 1, 2005.






Period




(a) Total Number of 
Shares (or Units)  
Purchased        



(b) Average   
Price Paid    
per Share or  
Unit          


(c) Total Number of   
Shares (or Units)    
Purchased as Part of  
Publicly Announced  
Plans or Programs   

(d) Maximum Number (or 
     Approximate Dollar     
     Value) of Shares (or     
   Units) that May Yet be  
      Purchased Under the  
        Plans or Programs     


7/3/05 - 7/30/05


17,673


$50.98


17,673


$119,869,039


7/31/05 - 8/27/05


376,800


$57.69


376,800


$  98,129,997


8/28/05-10/1/05


126,300


$57.22


126,300


$  90,903,305


Total


520,773


$57.35


520,773


$  90,903,305

(1)  No shares were purchased outside of a publicly announced plan or program.
(2)  The Corporation repurchased shares under previously announced plans authorized by the Board of Directors.  The plan was announced on November 12, 2004, providing share repurchase authorization of $150,000,000 with no specified expiration date.
(3)  No repurchase plans expired or were terminated during the third quarter, nor do any plans exist under which the Corporation does not intend to make further purchases.

Item 6.     Exhibits

Exhibits.  See Exhibit Index.



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.




Dated:  November 4, 2005

HNI Corporation


By:    /s/ Jerald K. Dittmer                              
    Jerald K. Dittmer
    Vice President and Chief Financial
       Officer



EXHIBIT INDEX

(31.1)

Certification of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(31.2)

Certification of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32.1)

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                                                                                                                                            EXHIBIT (31.1)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Sarbanes-Oxley Act Section 302

I, Stan A. Askren, Chairman, President and Chief Executive Officer of HNI Corporation, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of HNI Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; and

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) - 15(f)) for the registrant and we have:
    a.  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly, during the period in which this quarterly report is being prepared;
    b.  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external  purposes in accordance with generally accepted accounting principles;     
    c.  evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
    d.  disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
    a.  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date:    November 4, 2005                                       /s/ Stan A. Askren                                        
                                                                                Name:  Stan A. Askren
                                                                                Title:  Chairman, President and 
                                                                                           Chief Executive Officer



                                                                                                                                              EXHIBIT (31.2)

                                                CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                                                Sarbanes-Oxley Act Section 302


I, Jerald K. Dittmer, Vice President and Chief Financial Officer of HNI Corporation, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of HNI Corporation;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; and

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d- 15(f)) for the registrant and we have:
    a.  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly, during the period in which this quarterly report is being prepared;
   b.  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external  purposes in accordance with generally accepted accounting principles;     
   c.  evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
    d.  disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
    a.  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date:    November 4, 2005                                       /s/ Jerald K. Dittmer                                       
                                                                                Name:  Jerald K. Dittmer
                                                                                Title:  Vice President and  
                                                                                           Chief Financial Officer



                                                                                                                                                                          &nb sp; EXHIBIT (32.1)

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of HNI Corporation (the "Corporation") for the quarterly period ended October 1, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Stan A. Askren, as Chairman, President and Chief Executive Officer of the Corporation, and Jerald K. Dittmer, as Vice President and Chief Financial Officer of the Corporation, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation as of the dates and for the periods expressed in the Report.



     /s/ Stan A. Askren                                     

Name: Stan A. Askren
Title:  Chairman, President and
            Chief Executive Officer
Date:  November 4, 2005



     /s/ Jerald K. Dittmer                                     

Name:  Jerald K. Dittmer
Title:   Vice President and
             Chief Financial Officer
Date:  November 4, 2005

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


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