Edgar Filing: PRINCIPAL FINANCIAL GROUP INC

forms8-401k2011final1.htm - Generated by SEC Publisher for SEC Filing


As filed with the Securities and Exchange Commission on December 15, 2011

	Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)


DELAWARE 42-1520346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

711 High Street
Des Moines, Iowa 50392
(Address of principal executive offices, including zip code)

The Principal Select Savings Plan For Individual Field
The Principal Select Savings Plan For Employees
(Full title of the plans)

Karen E. Shaff, Esq.
Executive Vice President And General Counsel
Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa 50392
(515) 247-5111
(Name, address and telephone number, including area code of agent for service)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check
one):


(1)	In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration
	Statement includes an indeterminate number of additional shares as may be issuable as a
	result of a stock split, stock dividend or similar adjustment of the outstanding common
	shares of Principal Financial Group, Inc.

(2)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
	Statement also covers an indeterminate number of interests to be offered or sold pursuant
	to The Principal Select Savings Plan for Individual Field and The Principal Select
	Savings Plan for Employees.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule
	457(c) and Rule 457(h) under the Securities Act of 1933 based upon the average ($23.34)
	of the high ($23.71) and low ($22.96) sales prices of the registrant’s common stock as
	reported on the New York Stock Exchange on December 14, 2011.


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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

As permitted by Part I of Form S-8, this Registration Statement omits the information
specified in Part I. The documents containing the information specified in Part I will be delivered
to the participants in the plans covered by this Registration Statement, as required by Rule 428(b)
under the Securities Act of 1933. Such documents are not being filed with the Securities and
Exchange Commission as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Principal Financial Group, Inc. are hereby incorporated
by reference in this Registration Statement:

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended
	December 31, 2010, filed with the Commission on February 16, 2011, which
	contains audited consolidated financial statements for the most recent fiscal year for
	which such statements have been filed;

(b)	The Principal Select Savings Plan for Employee’s Annual Report on Form 11-K for
	the year ended December 31, 2010, filed with the Commission on June 29, 2011;

(c)	The Principal Select Savings Plan for Individual Field’s Annual Report on Form 11-
	K for the year ended December 31, 2010, filed with the Commission on June 29,
	2011;

(d)	The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended
	March 31, 2011, June 30, 2011 and September 30, 2011 filed with the Commission
	on May 4, 2011, August 3, 2011 and November 2, 2011, respectively, and the
	Registrant’s Current Reports on Form 8-K filed with the Commission on January 21,
	2011, February 8, 2011, April 18, 2011, April 19, 2011, May 3, 2011, May 23, 2011,
	July 19, 2011, August 2, 2011, August 18, 2011, September 16, 2011, October 14,
	2011, October 27, 2011, and December 1, 2011; and

(e)	The description of the Registrant’s Common Stock and the rights associated with
	such Common Stock contained in the Registrant’s Registration Statements on
	Form 8-A, dated October 10, 2001, including any amendments or reports filed for the
	purpose of updating such description.

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All documents subsequently filed by Principal Financial Group, Inc. or any of the plans

covered by this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the

Securities Exchange Act of 1934 prior to the filing of a post-effective amendment that indicates

that all securities offered hereby have been sold or that deregisters all securities then remaining

unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a

part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by

reference herein shall be deemed to be modified or superseded for purposes of this Registration

Statement to the extent that a statement contained herein (or in any other subsequently filed

document that also is incorporated or deemed to be incorporated by reference herein) modifies or

supersedes such statement. Any such statement so modified or superseded shall not be deemed,

except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable (the Registrant’s Common Stock is registered under Section 12 of the

Securities Exchange Act of 1934).

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The directors and officers of Principal Financial Group, Inc. may be indemnified against

liabilities, fines, penalties and claims imposed upon or asserted against them as provided in the

Delaware General Corporation Law and the company's certificate of incorporation and restated by-

laws. Such indemnification covers all costs and expenses incurred by a director or officer in his or

her capacity as such. The board of directors, by a majority vote of a quorum of disinterested

directors or, under certain circumstances, independent counsel appointed by the board of directors,

must determine that the director or officer seeking indemnification was not guilty of willful

misconduct or a knowing violation of the criminal law. In addition, the Delaware General

Corporation Law and the company's certificate of incorporation may, under certain circumstances,

eliminate the liability of directors and officers in a stockholder or derivative proceeding.

If the person involved is not a director or officer of Principal Financial Group, Inc., the

board of directors may cause the company to indemnify, to the same extent allowed for the

company's directors and officers, such person who was or is a party to a proceeding by reason of

the fact that he or she is or was an employee or agent of the company, or is or was serving at the

company's request as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise.

The company has policies in force and effect to insure its directors and officers against such

losses that they or any of them will become legally obligated to pay by reason of any actual or

alleged error or misstatement or misleading statement or act or omission or neglect or breach of


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duty by such directors and officers in the discharge of their duties, solely by reason of their being
directors or officers. Such coverage is limited by the specific terms and provisions of the insurance
policies.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

An Exhibit Index, containing a list of all exhibits filed with this Registration Statement, is
included below on page ten. The company hereby undertakes, with respect to the plans described
herein that are or are to be qualified under Section 401 of the Internal Revenue Code, that it has
submitted or will submit such plans and any amendments thereto to the Internal Revenue Service in
a timely manner and has made or will make all necessary changes required by the Internal Revenue
Service in order to qualify such plans.

ITEM 9. UNDERTAKINGS

(a) Rule 415 Offering. The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information that would be required to be included in a post-
effective amendment is contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information that would be required to be included in a
post-effective amendment is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;


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		(iii)	To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the offering.

(b)	Subsequent Exchange Act Documents. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(c)	Indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.


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SIGNATURES


The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on December 15,
2011.

	PRINCIPAL FINANCIAL GROUP, INC.


	By /s/ Larry D. Zimpleman
	Larry D. Zimpleman
	Chairman, President and Chief
	Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons, in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Larry D. Zimpleman	Chairman, President and Chief	December 15, 2011
Larry D. Zimpleman	Executive Officer and Director
	(principal executive officer)



/s/ Terrance J. Lillis	Senior Vice President and	December 15, 2011
Terrance J. Lillis	Chief Financial Officer
	(principal financial officer and
	principal accounting officer)



/s/ Betsy J. Bernard	Director	December 15, 2011
Betsy J. Bernard



/s/ Jocelyn Carter-Miller	Director	December 15, 2011
Jocelyn Carter-Miller


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/s/ Gary E. Costley	Director	December 15, 2011
Gary E. Costley



/s/ Michael T. Dan	Director	December 15, 2011
Michael T. Dan



/s/ Dennis H. Ferro	Director	December 15, 2011
Dennis H. Ferro



/s/ C. Daniel Gelatt, Jr.	Director	December 15, 2011
C. Daniel Gelatt, Jr.



/s/ Sandra L. Helton	Director	December 15, 2011
Sandra L. Helton



/s/ Richard L. Keyser	Director	December 15, 2011
Richard L. Keyser



/s/ Arjun K. Mathrani	Director	December 15, 2011
Arjun K. Mathrani



/s/ Elizabeth E. Tallett	Director	December 15, 2011
Elizabeth E. Tallett


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The Principal Select Savings Plan for Individual Field. Pursuant to the requirements of
the Securities Act of 1933, the Administrator of The Principal Select Savings Plan for Individual
Field certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on December 15,
2011.

THE PRINCIPAL SELECT SAVINGS
PLAN FOR INDIVIDUAL FIELD

By Principal Life Insurance Company
Benefit Plans Administration Committee


By /s/ Ralph C. Eucher
Committee Member

The Principal Select Savings Plan for Employees. Pursuant to the requirements of the
Securities Act of 1933, the Administrator of The Principal Select Savings Plan for Employees
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on December 15,
2011.

THE PRINCIPAL SELECT SAVINGS
PLAN FOR EMPLOYEES

By Principal Life Insurance Company
Benefit Plans Administration Committee


By /s/ Ralph C. Eucher
Committee Member

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Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining

to The Principal Select Savings Plan for Individual Field and The Principal Select Savings Plan for

Employees of our reports (a) dated February 16, 2011, with respect to the consolidated financial

statements and schedules of Principal Financial Group, Inc, and the effectiveness of internal

control over financial reporting of Principal Financial Group, Inc., included in its Annual Report

(Form 10-K), (b) dated June 29, 2011, with respect to the financial statements and supplemental

schedule of The Principal Select Savings Plan for Individual Field included in the Plan’s Annual

Report (Form 11-K), and (c) dated June 29, 2011, with respect to the financial statements and

supplemental schedule of The Principal Select Savings Plan for Employees included in the Plan’s

Annual Report (Form 11-K), all for the year ended December 31, 2010, filed with the Securities

and Exchange Commission.

/s/ Ernst & Young

Des Moines, Iowa

December 12, 2011


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	Exhibit 24

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints Larry D. Zimpleman, Terrance J. Lillis,
Karen E. Shaff and Joyce N. Hoffman, and each of them, as such person’s true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to sign on such person’s behalf individually and in each capacity
stated below a Registration Statement on Form S-8 for the registration of 10,000,000 shares of Principal Financial
Group, Inc. common stock to be issued under the Principal Select Savings Plan for Employees and the Principal Select
Savings Plan for Individual Field, pursuant to the Securities Act of 1933, as amended, and any and all amendments and
supplements to said registration statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and
each of them, full power and authority to do and perform each and every thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person could do in person, hereby ratifying and
confirming all that such attorney-in-fact or agent may lawfully do or cause to be done by virtue hereof.

Dated December 15, 2011



/s/ Larry D. Zimpleman __	/s/ Dennis H. Ferro
Larry D. Zimpleman	Dennis H. Ferro
Chairman, President, Chief	Director
Executive Officer and Director



/s/ Terrance J. Lillis	/s/ C. Daniel Gelatt, Jr.
Terrance J. Lillis	C. Daniel Gelatt, Jr.
Senior Vice President and Chief	Director
Financial Officer



/s/ Betsy J. Bernard	/s/ Sandra L. Helton
Betsy J. Bernard	Sandra L. Helton
Director	Director



/s/ Jocelyn Carter-Miller	/s/ Richard L. Keyser
Jocelyn Carter-Miller	Richard L. Keyser
Director	Director



/s/ Gary E. Costley	/s/ Arjun K. Mathrani
Gary E. Costley	Arjun K. Mathrani
Director	Director



/s/ Michael T. Dan	/s/ Elizabeth E. Tallett
Michael T. Dan	Elizabeth E. Tallett
Director	Director