SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: MAY 12, 2004
(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)
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ITEM 7. EXHIBITS
99 Press Release of Principal Financial Group, Inc. dated May 12, 2004.
ITEM 9. REGULATION FD DISCLOSURE
On May 12, 2004, Principal Financial Group, Inc. issued a press release
announcing it had entered into a definitive agreement for the sale of its entire
mortgage banking business to Citigroup. A copy of the press release is attached
hereto as Exhibit 99.
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/ NORA EVERETT
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Name: Nora Everett
Title: Senior Vice President and Deputy
General Counsel
Date: May 12, 2004
2
RELEASE: On receipt
MEDIA CONTACT: Jeff Rader, 515-247-7883, RADER.JEFF@PRINCIPAL.COM
Eva Quinn, 515-247-7468, quinn.eva@principal.com
INVESTOR CONTACT: Tom Graf, 515-235-9500, investor-relations@principal.com
THE PRINCIPAL FINANCIAL GROUP TO SELL MORTGAGE BANKING
BUSINESS TO CITIGROUP
POSITIONS THE PRINCIPAL FOR CONTINUED GROWTH IN CORE BUSINESSES --
RETIREMENT AND EMPLOYEE BENEFIT SOLUTIONS FOR SMALL & MEDIUM SIZED COMPANIES
Des Moines, IA (May 12, 2004) - Principal Financial Group, Inc. (NYSE: PFG)
today announced that it has entered into a definitive agreement for the sale of
its entire mortgage banking business to Citigroup (NYSE: C). Estimated proceeds
from the transaction of approximately $1.26 billion include $290 million of
value in excess of the net book value of assets and liabilities transferred of
approximately $970 million.1
Under the terms of the agreement, Citigroup will acquire the stock of Principal
Residential Mortgage, Inc. Principal Residential Mortgage employees will
transfer to Citigroup at the close. The transaction has been approved by the
Principal Financial Group board of directors and is expected to close in third
quarter, 2004, subject to regulatory approval.
"This is a great outcome for The Principal, mortgage customers and employees,
and for Citi," said J. Barry Griswell, chairman, president and CEO - the
Principal Financial Group. "The Principal intensifies its strategic focus on its
core retirement and risk protection businesses; customers continue to receive
high quality and responsive service; and Principal Residential Mortgage
employees join a respected consumer financial services organization.
"It's also a positive move for our shareholders," said Griswell. "In addition to
greater focus on our core businesses, we go forward from an improved capital
position, with better financial flexibility and greater stability of earnings."
The Company expects that the transaction will initially reduce operating
earnings per diluted share by approximately eight to ten cents per quarter,
based on estimated normalized quarterly earnings for the mortgage business.
3
"Over the coming months, we will effectively deploy sales proceeds and reduce
corporate expenses currently allocated to the mortgage business, which will have
a positive impact on earnings per share," said Griswell.
The Principal expects after-tax net proceeds of approximately $710 million. The
Company intends to use proceeds from the transaction primarily for organic
growth of its core businesses, strategic acquisitions, and share repurchase. As
announced in a separate release dated May 12, 2004, the Board of Directors has
authorized the repurchase of up to $700 million of the company's outstanding
common stock. The company has completed approximately $253 million of the $300
million share repurchase program authorized by the Board of Directors in May
2003.
"Principal Residential Mortgage has been an important part of our history and we
greatly value the contributions made by the people and the business," Griswell
said. "While this was not an easy decision to make, we are now better positioned
to focus our resources on our core growth businesses, and to achieve our
longer-term financial objectives."
The Principal was advised on this transaction by Lehman Brothers.
ABOUT THE PRINCIPAL FINANCIAL GROUP
The Principal Financial Group(R) (The Principal (R))2 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 mortgage banking through its diverse family of financial
services companies. More employers choose the Principal Financial Group for
their 401(k) plans than any other bank, mutual fund, or insurance company in the
United States3. A member of the Fortune 500, the Principal Financial Group has
$149.8 billion in assets under management4 and serves some 15.6 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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1 All figures are as of April 30, 2004. Proceeds from the transaction are
based on a formula, a portion of which is sensitive to interest rates. The
Principal will attempt to hedge this portion of the formula. Book value of
assets and liabilities transferred equals the sum of the GAAP equity
allocated to the mortgage banking business of approximately $527 million
plus approximately $443 million of income tax liability retained by The
Principal.
2 "The Principal Financial Group(R)" and "The Principal(R)" are registered
service marks of Principal Financial Services, Inc., a member of the
Principal Financial Group.
3 CFO Magazine, April/May 2003, based on total plans served in 2002 by
insurance companies, banks and investment firms.
4 As of March 31, 2004
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