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: November 30, 2011 | |||
(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. | ||
On November 30, 2011, Principal Financial Group, Inc. announced its outlook for 2012 operating | ||
earnings. The text of the announcement is included herewith as Exhibit 99. | ||
Item 9.01 | Financial Statements and Exhibits | |
Exhibit 99 | Press Release Concerning 2012 Outlook Dated November 30, 2011 | |
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/ John Egan | ||
Name: John Egan | ||
Title: Vice President – Investor Relations | ||
Date: November 30, 2011 |
EXHIBIT 99 | |
RELEASE: On receipt: Nov. 30, 2011 | |
MEDIA CONTACT: Susan Houser, 515-248-2268, houser.susan@principal.com | |
INVESTOR RELATIONS CONTACT: John Egan, 515-235-9500, egan.john@principal.com | |
PRINCIPAL FINANCIAL GROUP, INC. ANNOUNCES OUTLOOK FOR 2012 | |
(Des Moines, Iowa) – Principal Financial Group, Inc. (NYSE:PFG) today announced that the company | |
expects 2012 operating earnings per diluted share (EPS) to range from $3.05 to $3.25.1,23 | |
Guidance for 2012 incorporates certain assumptions including: |
An average S&P 500 Index of 1,275 in 2012, resulting in an 8 to 10 percent growth in average | ||
assets under management; | ||
An assumption that interest rates as of Sept. 30, 2011 remain unchanged throughout 2012; | ||
$800 to $900 million of total capital deployed for common stock dividend, strategic acquisitions and opportunistic share repurchase | ||
o | Resulting in a diluted weighted average common shares outstanding ranging from 300- 305 million; | |
An estimated operating earnings reduction of $35 to $45 million due to the new DAC guidance | ||
(ASU 2010-26) to be implemented Jan. 1, 2012; and, | ||
Operating losses for the corporate segment of $120 to $130 million. |
There is a 45-minute conference call at 10 a.m. ET on Dec. 1, 2011. Company senior leaders will provide |
additional detail on 2012 EPS guidance and answer questions. Slides will be available at |
www.principal.com/investor approximately one-half hour prior to the start of the call. |
To access the call: |
• Via live Internet webcast. Please go to www.principal.com/investor at least 10-15 minutes prior |
to the start of the call to register, and to download and install any necessary software. |
__________________ |
1 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. |
2 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 diluted weighted average common 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. Management uses operating earnings for goal setting, as |
a basis for determining employee compensation, and evaluating performance on a basis comparable to that used by investors and |
securities analysts. |
3 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 gains or losses on investments, mark to market on derivatives, and changes to laws, regulations, accounting |
standards and from discontinued operations. Accordingly, no outlook for net income available to common stockholders per diluted |
share is provided. |
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 gains and losses, |
capital and liquidity positions, sales and earnings trends, and management's beliefs, expectations, goals and |
opinions. The company does not undertake to update 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 Dec. |
31, 2010, and in the company’s quarterly report on Form 10-Q for the quarter ended Sept. 30, 2011, 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 may significantly affect the company’s ability to meet liquidity needs, access to capital and cost of |
capital; continued difficult conditions in the global capital markets and the economy generally; continued volatility |
or further declines in the equity markets; changes in interest rates or credit spreads; the company’s investment |
portfolio is subject to several risks that may diminish the value of its invested assets and the investment returns |
credited to customers; the company’s valuation of securities may include methodologies, estimations and |
assumptions that are subject to differing interpretations; the determination of the amount of allowances and |
impairments taken on the company’s investments requires estimations and assumptions that are subject to differing |
interpretations; gross unrealized losses may be realized or result in future impairments; competition from |
companies that may have greater financial resources, broader arrays of products, higher ratings and stronger |
financial performance; a downgrade in the company’s financial strength or credit ratings; inability to attract and |
retain sales representatives and develop new distribution sources; international business risks; the company’s actual |
experience could differ significantly from its pricing and reserving assumptions; the company’s ability to pay |
stockholder dividends and meet its obligations may be constrained by the limitations on dividends or distributions |
Iowa insurance laws impose on Principal Life; the pattern of amortizing the company’s DPAC and other actuarial |
balances on its universal life-type insurance contracts, participating life insurance policies and certain investment |
contracts may change; the company may need to fund deficiencies in its “Closed Block” assets that support |
participating ordinary life insurance policies that had a dividend scale in force at the time of Principal Life’s 1998 |
conversion into a stock life insurance company; the company’s reinsurers could default on their obligations or |
increase their rates; risks arising from acquisitions of businesses; changes in laws, regulations or accounting |
standards; a computer system failure or security breach could disrupt the company’s business, and damage its |
reputation; results of litigation and regulatory investigations; from time to time the company may become subject |
to tax audits, tax litigation or similar proceedings, and as a result it may owe additional taxes, interest and |
penalties in amounts that may be material; fluctuations in foreign currency exchange rates; and applicable laws and |
the company’s stockholder rights plan, certificate of incorporation and by-laws may discourage takeovers and |
business combinations that some stockholders might consider in their best interests. |
About the Principal Financial Group |
The Principal Financial Group® (The Principal ®)4 is a global investment management leader including |
retirement services, insurance solutions and asset management. The Principal offers businesses, individuals |
and institutional clients a wide range of financial products and services, including retirement, asset |
management and insurance through its diverse family of financial services companies. Founded in 1879 and |
a member of the FORTUNE 500®, the Principal Financial Group has $320.8 billion in assets under |
management5 and serves some 17.8 million customers worldwide from offices in Asia, Australia, Europe, |
Latin America and the United States. Principal Financial Group, Inc. is traded on the New York Stock |
Exchange under the ticker symbol PFG. For more information, visit www.principal.com. |
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4 “The Principal Financial Group” and “The Principal” are registered service marks of Principal Financial Services, Inc., a member of the |
Principal Financial Group. |
5 As of September 30, 2011. |