UNITED STATES |
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 (Date of earliest event reported): September 30, 2010 |
PRINCIPAL FINANCIAL GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 1-16725 | 42-1520346 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
incorporation) |
711 High Street, Des Moines, Iowa 50392 |
(Address of principal executive offices) |
(515) 247-5111 |
(Registrants telephone number, including area code) |
Not applicable |
(Former name or former address, if changed since last report.) |
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 (see General Instruction A.2. below): |
[ ] 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 8.01 Other Events. | ||
On September 30, 2010, Principal Financial Group, Inc., a Delaware corporation (the | ||
Company), issued a press release announcing that the Company will exit the medical insurance | ||
business within the next thirty-six (36) months. A copy of the press release, dated September 30, | ||
2010, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by | ||
reference. | ||
Item 9.01. Financial Statements and Exhibits | ||
(d) | Exhibits. The following exhibits are being filed herewith: | |
Exhibit | Description | |
No. | ||
99.1 | Principal Financial Group, Inc. press release dated September 30, 2010. |
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 hereunto duly authorized. | ||
PRINCIPAL FINANCIAL GROUP, INC. | ||
Date: September 30, 2010 | By: /s/ Terrance J. Lillis | |
Name: Terrance J. Lillis | ||
Title: Senior Vice President and Chief | ||
Financial Officer |
EXHIBIT 99.1 | ||
RELEASE: | On receipt, Sept. 30, 2010 | |
MEDIA CONTACT: Susan Houser, 515.248.2268, houser.susan@principal.com | ||
INVESTOR CONTACT: John Egan, 515.235.9500, egan.john@principal.com |
The Principal Financial Group to Exit Medical Insurance Business |
Agreement with UnitedHealthcare to renew medical insurance coverage for customers |
(Des Moines, Iowa) Principal Financial Group, Inc. (NYSE: PFG) today announced the company will |
exit the medical insurance business (insured and self-insured) and has entered into an agreement with |
UnitedHealthcare, a UnitedHealth Group Company (NYSE: UNH), to renew medical insurance coverage |
for customers of The Principal® as the business transitions within the next 36 months. The decision does |
not impact other businesses including retirement, asset management, life insurance, wellness, disability, |
dental and vision. |
Larry D. Zimpleman, chairman, president and chief executive officer, said, While a difficult |
decision, this is the right strategic decision for The Principal. While performing well financially, our |
medical business has been declining in relative size for a number of years, thanks to strong growth from |
our retirement and asset management businesses. The medical business continues to be one that |
undergoes rapid change, which would mean investing additional capital into the business to be able to |
offer competitive products. For us, that just does not make sense. |
According to Dan Houston, president Retirement, Insurance & Financial Services, |
UnitedHealthcare provides a broad range of coverage options to meet customers needs. By working |
with UnitedHealthcare, a proven leader and long-term player in the business with an extensive local and |
national network, we will ensure a smooth transition for customers and brokers. |
Sales will cease and the renewal process with UnitedHealthcare will begin immediately to be |
completed within 36 months, subject to applicable requirements of federal and state law. Employees will |
be needed throughout that period to continue to serve customers during the transition. As the business |
transfers, positions will be eliminated. As much as possible the company will place qualified employees |
in open positions that become available through attrition and growth in other businesses, Houston said. |
There are approximately 1,500 employees in the medical insurance area. Initially, approximately 150 (of |
the 1,500) positions will be impacted as some functions cease more quickly. Impacted employees will be |
considered for other positions and will be given severance and outplacement assistance if they are unable |
to find a position within the company. |
By making this decision, we are positioned to focus our capital and our resources on the |
strategic opportunities in the asset accumulation and asset management businesses, both domestically and |
internationally, Zimpleman said. And it allows us to continue the growth in our risk businesses, which |
is important to our overall diversification as well as maintaining our leadership among small- and |
medium-sized businesses. |
The Principal estimates this action will negatively impact third quarter 2010 EPS operating |
results by $0.03-$0.04 and full-year 2010 EPS operating results by $0.18-$0.20 due to the exclusion of |
the business from operating earnings. However, the company expects to release between $100 million |
and $120 million of capital (which primarily reflects the capital allocated to the medical insurance |
business less a reduction in the diversification benefit that will result from the exit of this business) over |
the next 36 months as a result of this change. |
About the Principal Financial Group |
The Principal Financial GroupÒ (The Principal ® )1 is a leader in offering businesses, individuals and |
institutional clients a wide range of financial products and services, including retirement and investment |
services, life and health insurance, and banking through its diverse family of financial services |
companies. A member of the Fortune 500, the Principal Financial Group has $284.7 billion in assets |
under management2 and serves some 18.9 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. For more |
news and insights from The Principal, connect with us on Twitter at: http://twitter.com/ThePrincipal. |
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, 2009, and in the companys quarterly report on Form 10-Q for the quarter ended |
June 30, 2010, 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 companys 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 companys 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 companys 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 |
_________________________ |
1 "The Principal Financial Group" and The Principal are registered service marks of Principal Financial Services, Inc., a member of the |
Principal Financial Group. |
2 As of June 30, 2010. |
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 attract and retain sales representatives; |
international business risks; a pandemic, terrorist attack or other catastrophic event; and default of the |
companys re-insurers. |
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