| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| _________________________ |
| FORM 8-K |
| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the |
| Securities Exchange Act of 1934 |
| Date of Report:December 4, 2009 |
| (Date of earliest event reported) |
| PRINCIPAL FINANCIAL GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-16725 | 42-1520346 |
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer |
| of incorporation) | Identification Number) |
| 711 High Street, Des Moines, Iowa 50392 | |
| (Address of principal executive offices) | |
| (515) 247-5111 | |
| (Registrant’s telephone number, including area code) | |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the | |
| registrant under any of the following provisions: | |
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR |
| 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR |
| 240.13e-4(c)) | |
| ________________________ | |
| Item 7.01 Regulation FD Disclosure | ||
| The following information is being furnished under Item 7.01 "Regulation FD Disclosure." This | ||
| information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of | ||
| 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall | ||
| it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or | ||
| the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | ||
| At its investor conference on December 3, 2009, Principal Financial Group, Inc. announced its | ||
| outlook for 2010 operating earnings per diluted share. In an attempt to provide greater clarity on | ||
| the outlook and further insight into expected performance of the company’s growth businesses in | ||
| 2010, detail is included herewith as Exhibit 99. | ||
| Item 9.01 Financial Statements and Exhibits | ||
| Exhibit 99 Detail Concerning 2010 Outlook Dated December 3, 2009 | ||
| SIGNATURE | ||
| 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. | ||
| PRINCIPAL FINANCIAL GROUP, INC. | ||
| By: /s/ Tom Graf | ||
| Name: Tom Graf | ||
| Title: Senior Vice President – Investor Relations | ||
| Date: December 4, 2009 | ||
| Exhibit 99 |
| At its investor conference on December 3, 2009, Principal Financial Group, Inc. announced its |
| outlook for 2010: operating earnings per diluted share (EPS) ranging from $2.45 to $2.75; and net |
| income available to common stockholders per diluted share ranging from $1.75 to $2.05. In an |
| attempt to provide greater clarity on the outlook and further insight into expected performance of |
| the company’s growth businesses in 2010, detail is included herewith as Exhibit 99. |
| *Consensus is as of December 3, 2009. For illustration purposes only – the company is not |
| endorsing consensus, or the estimates derived therefrom. |
| **Guidance speaks only as of the date it is made. The company does not undertake to update |
| annual guidance during the year, but may do so if significant changes occur in general business |
| conditions or company operations. |
| EPS, which is not measured in accordance with U.S. generally accepted accounting principles |
| (U.S. GAAP), should not be viewed as a substitute for net income available to common |
| stockholders (net income) per diluted share determined in accordance with U.S. GAAP. EPS is |
| calculated by dividing operating earnings by weighted average shares outstanding. Operating |
| earnings are determined by adjusting net income for the effect of net realized capital gains and |
| losses, as adjusted, and other after-tax adjustments. After-tax adjustments have occurred in the |
| past and could recur in future reporting periods. While these items may be significant components |
| in understanding and assessing the company's consolidated financial performance, management |
| believes the presentation of operating earnings per diluted share enhances the understanding of |
| results of operations by highlighting earnings attributable to the normal, ongoing operations of the |
| company's businesses. |
| The range of $1.75 to $2.05 for net income available to common stockholders per diluted share |
| announced December 3, 2009 reflects the company's estimate for 2010 mortgage and credit losses |
| only. There are a number of items the company does not predict that could significantly affect net |
| income per diluted share, including, but not limited to: mark-to-market on derivatives; changes to |
| laws, regulations, or accounting standards; and gains or losses from discontinued operations. |
| The company’s estimate of mortgage and credit losses for 2010 ranges from 65 cents to 75 cents |
| per diluted share. The company’s outlook for net income per diluted share is based on the mid- |
| point of that range. |
| Forward looking and cautionary statements |
| This press release contains forward-looking statements, including, without limitation, statements as |
| to operating earnings, net income available to common stockholders, net cash flows, realized and |
| unrealized losses, capital and liquidity positions, sales and earnings trends, and management's |
| beliefs, expectations, goals and opinions. The company does not undertake to update or revise |
| these statements, which are based on a number of assumptions concerning future conditions that |
| may ultimately prove to be inaccurate. Future events and their effects on the company may not be |
| those anticipated, and actual results may differ materially from the results anticipated in these |
| forward-looking statements. The risks, uncertainties and factors that could cause or contribute to |
| such material differences are discussed in the company's annual report on Form 10-K for the year |
| ended December 31, 2008, and in company’s quarterly report on Form 10-Q for the quarter ended |
| September 30, 2009, filed by the company with the Securities and Exchange Commission, as |
| updated or supplemented from time to time in subsequent filings. These risks and uncertainties |
| include, without limitation: adverse capital and credit market conditions that may significantly |
| affect the company’s ability to meet liquidity needs, access to capital and cost of capital; a |
| continuation of difficult conditions in the global capital markets and the general economy that may |
| materially adversely affect the company’s business and results of operations; the actions of the U.S. |
| government, Federal Reserve and other governmental and regulatory bodies for purposes of |
| stabilizing the financial markets might not achieve the intended effect; the risk from acquiring new |
| businesses, which could result in the impairment of goodwill and/or intangible assets recognized at |
| the time of acquisition; impairment of other financial institutions that could adversely affect the |
| company; investment risks which may diminish the value of the company’s invested assets and the |
| investment returns credited to customers, which could reduce sales, revenues, assets under |
| management and net income; requirements to post collateral or make payments related to declines |
| in market value of specified assets may adversely affect company liquidity and expose the |
| company to counterparty credit risk; changes in laws, regulations or accounting standards that may |
| reduce company profitability; fluctuations in foreign currency exchange rates that could reduce |
| company profitability; Principal Financial Group, Inc.’s primary reliance, as a holding company, |
| on dividends from its subsidiaries to meet debt payment obligations and regulatory restrictions on |
| the ability of subsidiaries to pay such dividends; competitive factors; volatility of financial |
| markets; decrease in ratings; interest rate changes; inability to attractand retain sales | |
| representatives; international business risks; a pandemic, terrorist attack or other catastrophic | |
| event; and default of the company’s re-insurers. | |