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Principal Financial Group INCJuly 10, 2009By EDGAR and Hand DeliverySecurities and Exchange CommissionDivision of Corporation Finance100 F Street, N.E.Washington D.C. 20549Attention:Mr. Jim Rosenberg,Senior Assistant Chief AccountantMail Stop 4720Re:Principal Financial Group, Inc.Form 10-K for the Fiscal Year Ended December 31, 2008Filed February 18, 2009Definitive Proxy StatementFiled on April 8, 2009File No. 001-16725Dear Mr. Rosenberg:On behalf of Principal Financial Group, Inc., this letter responds to the comments of the Division of Corporation Finance of the Securities and Exchange Commission contained in your letter dated June 12, 2009, concerning the companys annual report on Form 10-K and definitive proxy statement, both referenced above. In order to facilitate your review of our responses, we have repeated your comments in bold in numerical order, immediately followed by our response in plain text.Managements Discussion and Analysis of Financial Condition and Results ofOperations Critical Accounting Policies and Estimates Derivatives, page 39Refer to your response to prior comment six of our April 3rd letter. Please disclose the amount of your derivative fair values that you obtained from quoted market prices and the fair value amount of over-the-counter instruments obtained by pricing valuation models or broker quotes. In addition, please disclose the dollar amounts of adjustments for your non-performance risk in arriving at the fair value of your derivatives.Notes to Consolidated Financial StatementsNote 17. Fair Value of Financial Instruments, page 154.We acknowledge your response to comment 11 of our April 3rd letter. However, we continue to believe that the information is more beneficial when shown on a gross basis. Please revise your fair value measurement disclosure accordingly or revise your proposed footnote to the table to include the gross amount of the transfers in and transfers out of the Level 3 category.Assets transferred into and out of Level 3 during 2008 were $xx and $xx, respectively. Assets transferred into Level 3 include assets added to our watchlist that were previously priced using a spread pricing matrix which is no longer relevant when applied to asset-specific situations. In addition, other assets were transferred into Level 3 if we determined a more accurate price using a more relevant comparable trade. The majority of assets that transfer out of Level 3 include those where we are now able to obtain pricing from a recognized external pricing service such as IDC or Standard & Poors.Definitive Proxy Statement filed on April 8, 2009Compensation Discussion & AnalysisIndividual Performance Factors, page 26We have reviewed your response to prior comment 1 from our April 27th letter. Although you state in that response and in your proxy statement on page 26, that your Committee made a subjective determination of each Named Executive Officers performance, you disclose that the Committee took into consideration, among other things, such persons individual goal achievement. In your response you state that you consider the individual performance factors discussed on page 26 of the proxy statement to be qualitative and subjective, however, some of the individual financial goals on page 26 of your proxy statement appear to be quanti
tative/objective performance goals. For each Named Executive Officer that received an
annual incentive award in 2008, please disclose any specific individual quantitative/objective performance goals that the Committee took into consideration. For example, you disclose on page 26 of your proxy statement Mr. Houston, Mr. McCaughan and Mr. Sorensen had Operating Earnings goals for their respective businesses that would support achievement of the overall corporate Operating Earnings goal, as well as applicable specific growth goals for sales, revenues, deposits or customers. Mr. McCaughan had specific goals on investment performance related to asset management industry performance rankings. Please disclose each of these quantitative/objective goals
and whether the Named Executive Officer met their respective goals. In addition, please confirm that you have disclosed a complete description of all qualitative and subjective individual goals that the Committee took into consideration when it made its subjective
determination to award the annual incentive awards in 2008.RESPONSE:As is described on page 24 of the proxy statement, the Company maintains the Annual Incentive Plan under which bonuses are paid to our named executive officers. The Annual Incentive Plan is a shareholder approved plan that has been designed to have amounts paid thereunder treated as performance based compensation exempt from the limitations of Section 162(m) of the Internal Revenue Code. This Plan establishes a bonus pool based onSincerely,/s/ Terrance J. LillisTerrance J. LillisSenior Vice President andChief Financial Officer(515) 247-4885cc:Don Abbott (Securities and Exchange Commission)Dana Hartz (Securities and Exchange Commission)Jeffrey Riedler (Securities and Exchange Commission)Jennifer Riegel (Securities and Exchange Commission)PK ! ԇ docProps/app.xml
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2020-01-30T22:10:56Z2020-01-30T22:10:56ZPK ! Fjһ [Content_Types].xml
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