Edgar Filing: PRINCIPAL FINANCIAL GROUP INC

As filed with the Securities and Exchange Commission on May 18, 2007

Registration No. 333-____
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UNITED STATES
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)

PRINCIPAL FINANCIAL GROUP, INC. 2005 STOCK INCENTIVE PLAN
PRINCIPAL FINANCIAL GROUP, INC. 2005 DIRECTORS STOCK PLAN
(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 of agent for service)

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CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Title maximum maximum
Securities to be Amount to be offering price per aggregate Amount of
registered registered share(2) offering price(2) registration fee
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Common Stock,
par value $.01
per share 24,500,000(1) $60.60 $1,484,700,000.00 $45,580.29
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(1) Consists of shares of common stock to be offered pursuant to the
Principal Financial Group, Inc. 2005 Stock Incentive Plan and the
Principal Financial Group, Inc. 2005 Directors Stock Plan. Such
indeterminate number of additional shares as may be issuable pursuant
to the recapitalization provisions under the employee benefit plans
described herein is hereby also registered.

(2) Estimated solely for the purposes of determining the registration fee
pursuant to the provisions of Rules 457(c) and 457(h) under the
Securities Act based on the average of high and low prices of the
Common Stock as reported on the New York Stock Exchange Composite Tape
on May 16, 2007, which was $60.60.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference:

(a) Principal Financial Group, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2006 (filed February 28, 2007)

(b) Principal Financial Group, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2007 (filed May 2, 2007)

(c) Principal Financial Group's Current Reports on Form 8-K dated:
December 31, 2006 (filed January 3, 2007) January 18, 2007 (filed
January 18, 2007) February 5, 2007 (filed February 6, 2007) April 23,
2007 (filed April 23, 2007) April 30, 2007 (filed May 1, 2007)

(d) Amendment No. 4 to Principal Financial Group, Inc.'s Registration
Statement on Form S- 1, file number 333-62558, and related Prospectus,
as filed with the Securities and Exchange Commission on October 22,
2001. Information relating to Principal Financial Group, Inc.'s common
stock is set forth under the caption "Description of Capital Stock and
Change of Control Related Provisions" in the Registration Statement on
Form S-1.

In addition, all documents subsequently filed by Principal Financial Group, Inc.
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 which indicates that
all securities offered hereby have been sold or which 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 which 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.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities being offered under this Registration Statement
are being passed upon for the Registrant by Karen E. Shaff, Esq., the
Registrant's Executive Vice President and General Counsel. Ms. Shaff is eligible
to receive shares under the Principal Financial Group, Inc. 2005 Stock Incentive
Plan, whose shares are subject to this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our directors and officers may be indemnified against liabilities, fines,
penalties and claims imposed upon or asserted against them as provided in the
Delaware General Corporation Law and our certificate of incorporation and
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 criminal law. In addition, the
Delaware General Corporation Law and our 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 Principal Financial Group, Inc. to
indemnify, to the same extent allowed for our 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 our employee or agent, or is or was serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise.

We have policies in force and effect to insure our directors and officers
against such losses which 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 duty by such directors and
officers in the discharge of their duties, individually or collectively, or as a
result of any matter claimed against them 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 on page nine.

ITEM 9. UNDERTAKINGS

(a) Rule 415 Offering. The undersigned 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 is
contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement;

(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement, unless the information is contained in periodic
reports filed by the Registrant pursuant to section 13 or
15(d) of the Exchange Act of 1934 that are incorporated by
reference in the Registration Statement;

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

(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the 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 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 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 and will be governed by the final adjudication
of such issue.

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, Iowa on May 14, 2007.

PRINCIPAL FINANCIAL GROUP, INC.

By /s/ J. BARRY GRISWELL
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J. Barry Griswell
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 date indicated.

Dated: May 14, 2007

By /S/ J. BARRY GRISWELL By /S/ C. DANIEL GELATT, JR.
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J. Barry Griswell C. Daniel Gelatt, Jr.
Chairman, President, Chief Director
Executive Officer and Director

By /S/ MICHAEL H. GERSIE By /S/ SANDRA L. HELTON
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Michael H. Gersie Sandra L. Helton
Executive Vice President and Chief Director
Financial Officer (Principal Financial
Officer and Chief Accounting Officer)

By /S/ LARRY D. ZIMPLEMAN By /S/ WILLIAM T. KERR
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Larry D. Zimpleman William T. Kerr
President, Chief Operating Officer Director
and Director

By /S/ BETSY J. BERNARD By /S/ RICHARD L. KEYSER
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Betsy J. Bernard Richard L. Keyser
Director Director

By /S/ JOCELYN CARTER-MILLER By /S/ ARJUN K. MATHRANI
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Jocelyn Carter-Miller Arjun K. Mathrani
Director Director

By /S/ GARY E. COSTLEY By /S/ ELIZABETH E. TALLETT
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Gary E. Costley Elizabeth E. Tallett
Director Director

By /S/ MICHAEL T. DAN By /S/ THERESE M. VAUGHAN
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Michael T. Dan Therese M. Vaughan
Director Director

By /S/ DAVID J. DRURY
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David J. Drury
Director

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Form of Certificate for the Common Stock of Principal Financial Group,
Inc., par value $0.01 per share, incorporated by reference to exhibit filed
with Principal Financial Group, Inc.'s Registration Statement on Form S-1,
as amended (No. 333-62558).

4.1.1 Certificate of Designations of the Company's Series A Non-Cumulative
Perpetual Preferred Stock dated June 16, 2005, incorporated by
reference to exhibit filed with Principal Financial Group, Inc.'s
Current Report on Form 8-K filed on June 17, 2005 (Commission File
No. 1-16725).

4.1.2 Certificate of Designations of the Company's Series B Non-Cumulative
Perpetual Preferred Stock, dated June 16, 2005, incorporated by
reference to exhibit filed with Principal Financial Group, Inc.'s
Current Report on Form 8-K filed on June 17, 2005 (Commission File
No. 1-16725).

4.1.3 Specimen Stock Certificate for the Company's Series A Non-Cumulative
Perpetual Preferred Stock, incorporated by reference to exhibit filed
with Principal Financial Group, Inc.'s Current Report on Form 8-K
filed on June 17, 2005 (Commission File No. 1-16725).

4.1.4 Specimen Stock Certificate for the Company's Series B Non-Cumulative
Perpetual Preferred Stock, incorporated by reference to exhibit filed
with Principal Financial Group, Inc.'s Current Report on Form 8-K
filed on June 17, 2005 (Commission File No. 1-16725).

4.1.5 Senior Indenture, dated as of October 11, 2006, between Principal
Financial Group, Inc. and The Bank of New York, as Trustee,
incorporated by reference to exhibit filed with Principal Group,
Inc.'s Current Report on Form 8-K filed on October 16, 2006
(Commission File No. 1-16725).

4.1.6 First Supplemental Indenture, dated as of October 16, 2006, among
Principal Financial Group, Inc., Principal Financial Services, Inc.
and The Bank of New York, as Trustee, incorporated by reference to
exhibit filed with Principal Group, Inc.'s Current Report on Form 8-K
filed on October 16, 2006 (Commission File No. 1-16725).

4.1.7 6.05% Senior Note ($500,000,000) due October 15, 2036, incorporated
by reference to exhibit filed with Principal Group, Inc.'s Current
Report on Form 8-K filed on October 16, 2006 (Commission File No.
1-16725).

4.1.8 6.05% Senior Note ($100,000,000) due October 15, 2036 incorporated by
reference to exhibit filed with Principal Group, Inc.'s Current
Report on Form 8-K filed on December 6, 2006 (Commission File No.
1-16725).

4.1.9 Guarantee, dated as of October 16, 2006, by Principal Financial
Services, Inc. incorporated by reference to exhibit filed with
Principal Group, Inc.'s Current Report on Form 8-K filed on October
16, 2006 (Commission File No. 1-16725).

4.2 Amended and Restated Stockholder Rights Agreement, dated as of
October 22, 2001, incorporated by reference to exhibit filed with
Principal Financial Group, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2002 (Commission File No. 1-116725).

4.2.1 Amendment to the Amended and Restated Rights Agreement, dated as of
January 17, 2005, incorporated by reference to exhibit filed with
Principal Financial Group, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2004 (Commission File No. 1-16725).

5* Opinion of Karen E. Shaff

23.1* Consent of Ernst & Young LLP

23.2 Consent of Karen E. Shaff (included in Exhibit 5.1).

24* Powers of Attorney

99.1 Principal Financial Group, Inc. 2005 Stock Incentive Plan, previously filed
as Appendix C to Principal Financial Group, Inc.'s Proxy Statement filed
March 31, 2005 and incorporated herein by reference.

99.2 Principal Financial Group, Inc. 2005 Directors Stock Plan, previously filed
as Appendix A to Principal Financial Group's Proxy Statement filed March
31, 2005 and incorporated herein by reference.

*filed herewith

Exhibit 5

[Principal Financial Group Letterhead]

May 16, 2007

Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa 50392

Dear Sirs or Mesdames:

I serve as General Counsel to Principal Financial Group, Inc., a Delaware
corporation (the "Company"), and deliver this opinion in connection with the
filing by the Company of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 24,500,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), to be issued pursuant to the
Principal Financial Group, Inc. 2005 Stock Incentive Plan and the Principal
Financial Group, Inc. 2005 Directors Stock Plan (together, the "Plans").

I or other attorneys working under my direction have examined the originals, or
copies certified or otherwise identified to my or said attorneys' satisfaction,
of the Plans and such other corporate records, documents, certificates or other
instruments as in my or said attorneys' judgment are necessary or appropriate to
enable me to render the opinion set forth below.

Based on the foregoing, I am of the opinion that authorized but not previously
issued shares of Common Stock which may be issued under the Plans have been duly
authorized and, when issued in accordance with the terms of the Plans, will be
validly issued, fully paid and non-assessable.

I consent to the filing of this opinion as an exhibit to the Company's
Registration Statement. In giving such consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.

Sincerely,

/s/ Karen E. Shaff

Karen E. Shaff
Executive Vice President
and General Counsel

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference of our reports dated February 20,
2007, in the Registration Statement (Form S-8 dated May 18, 2007 ) pertaining to
the Principal Financial Group, Inc. 2005 Stock Incentive Plan and the Principal
Financial Group, Inc. 2005 Directors Stock Plan, with respect to the
consolidated financial statements and schedules of Principal Financial Group,
Inc., Principal Financial Group, Inc. management's assessment of the
effectiveness of internal control over financial reporting, and the
effectiveness of internal control over financial reporting of Principal
Financial Group, Inc., included in its Annual Report (Form 10-K) for the year
ended December 31, 2006, filed with the Securities and Exchange Commission.

/S/ ERNST & YOUNG
----------------------------
Des Moines, Iowa
May 17, 2007

Exhibit 24
POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints J.
Barry Griswell, Michael H. Gersie, 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 500,000 shares of Principal Financial Group, Inc.
common stock to be issued under the Principal Financial Group, Inc. 2005
Directors Stock Plan, and 24,000,000 shares of Principal Financial Group, Inc.
common stock to be issued under the Principal Financial Group, Inc. 2005 Stock
Incentive Plan, pursuant to the Securities Exchange Act of 1934, 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 May 14, 2007

/S/ J. BARRY GRISWELL /S/ C. DANIEL GELATT, JR.
------------------------------ -------------------------------
J. Barry Griswell C. Daniel Gelatt, Jr.
Chairman, President and Chief Director
Executive Officer, Director

/S/ MICHAEL H. GERSIE /S/ SANDRA L. HELTON
------------------------------ -------------------------------
Michael H. Gersie Sandra L. Helton
Executive Vice President and Chief Director
Financial Officer

/S/ LARRY D. ZIMPLEMAN /S/ WILLIAM T. KERR
------------------------------ -------------------------------
Larry D. Zimpleman William T. Kerr
President, Chief Operating Officer Director
and Director

/S/ BETSY J. BERNARD /S/ RICHARD L. KEYSER
------------------------------ -------------------------------
Betsy J. Bernard Richard L. Keyser
Director Director

/S/ JOCELYN CARTER-MILLER /S/ ARJUN K. MATHRANI
------------------------------ -------------------------------
Jocelyn Carter-Miller Arjun K. Mathrani
Director Director

/S/ GARY E. COSTLEY /S/ ELIZABETH E. TALLETT
------------------------------ -------------------------------
Gary E. Costley Elizabeth E. Tallett
Director Director

/S/ MICHAEL T. DAN /S/ THERESE M. VAUGHAN
------------------------------ -------------------------------
Michael T. Dan Therese M. Vaughan
Director Director

/S/ DAVID J. DRURY
------------------------------
David J. Drury
Director