Welcome to the Principal Financial Group Second Quarter 2009 financial results conference call. (Operator Instructions). I would now like to turn the call over to Tom Graf – Senior Vice President of Investor Relations.

Thank you. Good morning and welcome to the Principal Financial Group's quarterly conference call. If you don't already have a copy, our earnings release, financial supplement and additional investment portfolio detail can be found on our Website at www.principal.com/investor. Following a reading of the Safe Harbor Provision, Chief Executive Officer, Larry Zimpleman, and Chief Financial Officer, Terry Lillis will deliver some prepared remarks. Then we'll open up for questions. Others available for the Q&A, John Aschenbrenner, responsible for Life and Health Insurance, Dan Houston, responsible for U.S. Asset Accumulation, Jim McCaughan, responsible for Global Asset Management and Norman Sorensen, responsible for International Asset Management and Accumulation. Also available is Julia Lawler, our Chief Investment Officer. Some of the comments made during this conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The company does not revise or update them to reflect new information, subsequent events or changes in strategy. Risks and uncertainties that could cause actual results to differ materially from those expressed or implied are discussed in the company's most recent annual report on Form 10-K and quarterly report on Form 10-Q, filed by the company with the Securities and Exchange Commission. Larry?

Thanks, Tom, and welcome to everyone on the call. With the second quarter, we saw the continuation of a return to more capital markets that started late in the first quarter. We view our operating results for the quarter as solid, reflecting our strong operational focus and disciplined expense management. Our general account portfolio also had solid performance, reflecting its diversification and focus on risk controls. Finally, our ability to raise $1.15 billion in equity and $750 million in long-term debt has significantly strengthened our balance sheet, positioning us to navigate through current challenges and emerge even stronger as the business climate improves. We believe these positives will help investors refocus on the fundamentals that make The Principal a compelling long-term investment. I'll discuss each of these in more detail. First, operating results, earnings per share of $0.69 for second quarter 2009 compares to $0.97 in the year-ago quarter and net income per share of $0.52 compares to $0.64. With Standard and Poor's 500 daily average down 35%, compared to the year-ago quarter as expected, we experienced a decline in assets under management, and in turn, operating earnings and net income. Terry will discuss second quarter 2009 results compared to a year ago in more detail. Importantly, market gains in the second quarter helped drive strong sequential improvement in assets under management, operating earnings and net income. Comparing second quarter 2009 to first quarter 2009, assets under management increased 9% or $21 billion to $258 billion. Operating earnings increased 22% to $201 million, driven by a 50% or $58 million improvement from our three asset management and accumulation segments, and net income improved 33% to $150 million. This reflects higher operating earnings and an investment portfolio that continues to perform well. Second quarter results again confirm the quality and diversification…

Thanks Larry. This morning I'll cover total company and segment results. I'll also discuss investment losses for the quarter and provide an update on our investment portfolio. I'd like to emphasize three key points up front. First we view second quarter as solid performance in its difficult environment with the decline and earning from a year ago reflecting the impact of market conditions on assets under management. Second, strong expense management has helped offset revenue declines associated with declines in AUM. And third, our investment portfolio continues to perform well, resulting in a manageable level of realized capital losses. Now, to total company results. Operating EPS was $0.69 in second quarter 2009, down 29% compared to $0.97 in the year-ago quarter. The decline primarily reflects macroeconomic conditions which reduced the earnings per share by $0.28 in total. Market conditions including a 35% drop in the S&P 500 Index daily average drove down average assets under management 19% from a year ago. Lower AUM reduced earnings per share by approximately $0.16. Earnings per share were also dampened by $0.07 from the lower investment income due to holding more liquid investments and $0.05 due to unfavorable foreign exchange and lower yields on inflation linked assets in Latin America. In addition market conditions in 2008 resulted in a significant increase in 2009 cost for employee pension and other post retirement benefits, which we refer to as security benefit cost. This reduced second quarter 2009 EPS by $0.07. Earnings per share also reflects the impact of our equity raise in May, which increased weighted average shares outstanding by 12%, reducing earnings per share by $0.08. Against these headwinds management reduced the fixed component of compensation and other expenses by $0.16 a share from a year ago, softening the impact of the market conditions. Moving…

(Operator Instructions). Our first question comes from Jimmy Bhullar – JP Morgan. Jimmy Bhullar – JP Morgan: I had a couple of questions. The first one is just on your organic sales in the 401(k) business and what the pipeline looks like. Obviously a difficult environment but sales have been down I think four quarters in a row now but when do you expect an improvement? And if the pipeline is in fact picking up, what do you think or how long do you think it'll take for some of those cases [to close]? Is it later this year, early next year? And the second one is just on your health business. The claims have been pretty – or fluctuated a decent amount the last several quarters. What are your expectations for this are for the second half of the year? And what do you think drove the variance versus the relatively strong quarter before?

Good morning, Jimmy. This is Larry. You trailed off just a little bit on the last part of the health claims but on the… Jimmy Bhullar – JP Morgan: Yes, just the variance, what caused the variance versus the quarter before in your margin?

In terms of the organic sales pipeline, I'll have Dan handle that and John can talk about health. But as you heard in the earlier comments, we are seeing a sequential building of the pipeline. It's up 16% in second quarter from what it was in first quarter. And obviously anything related to the size of the pipeline, you'd have to recognize that the 35% decline in the S&P 500 from a year ago obviously makes that pipeline look smaller. But we are seeing it build and I'll let maybe Dan add a few comments to that before we have John handle the health question.

Thanks, Larry. Jimmy, just a couple quick comments, the outlook still looks a little bit tough and that we're seeing pressure on 2009 sales. Most of this is just because of reluctance on the part of plan sponsors to make a change. I think their primary interest is focusing on their core businesses. If we look at the created pipeline relative to a year ago, it's down about 38% from a year ago. And as Larry pointed out, you've got to figure about half of that is related to the market. The other half is related to employers delaying those decisions. And in terms of volume, if we looked at the 100 million plus, it's down about 13% from a year ago. But those that are – the areas that we are enjoying some success today is in the not-for-profit area and secondly, going head-to-head in the TPA market, which is up 8% relative to a year ago. I'd also point out that Alliance sales are still very strong, representing about 70% of sales and we've just opened up a couple of new relationships including Merrill Lynch. So with that maybe I'll turn it back to John.

Most of what you're seeing is just the seasonality. When you have a high portion of high deductible health plans, you're going to see much lower claims in the first quarter as people are using their deductibles. The other thing that's going on is there's a little bit of claims development from the first quarter, higher claims from the first quarter that carried over into the second quarter. Okay? Jimmy Bhullar – JP Morgan: It still looks like the loss in the fourth quarter based on seasonality or should that change because I think in the fourth quarter of at least last year, there's a loss in that business.

Yes, with the seasonality of high deductible health claims, we would expect a small loss in the fourth quarter.

Our next question comes from Nigel Dally – Morgan Stanley. Nigel Dally – Morgan Stanley: Great, thank you. First is with your expense management, clearly made a lot of progress in taking out expenses. Are the expense management program's now done or should we expect further reductions in the run rate of expenses beyond what we saw in this quarter as we look forward? Second, you mentioned that you sold quite a number of BBB securities that you felt were at risk of adverse [risk] migration. Can you provide some details on what types of securities they were, hybrids, structured securities, corporate bonds, any additional color there would be helpful? Thanks.

Maybe just to take care of the first one expense management, I mean I think that what you've seen here is essentially what we feel like we need to do at this point relative to aligning expenses with revenue. The only thing I would maybe point out a little bit there is that there are still some severance costs that are baked into 2Q that obviously won't be sustainable going forward. So again, our commitment is to take around $400 million out of the run rate expenses during 2009 and we think we're well on our way toward doing that. And I'll have Julia comment on your BBB securities question.

Good morning, Nigel. I just want to remind you that in the sale, about 45% were BBB and about 40% of them were below investment grade. And of those that were sold, I would say the bulk were public corporate bond securities across several sectors. It was across most of the sectors. Consumer cyclical was probably the strongest and financial was probably the second. And we did have a few hybrid securities, but it wouldn't have been the highest percentage but we certainly did participate with hybrid securities in either sales or tenders.

Our next question comes from John Nadel with Sterne, Agee & Leach. John Nadel – Sterne, Agee & Leach: I was hoping we could get a little bit more granular on the impact of the S&P, strong performance obviously point to point during the 2Q, I think up around 15%, well in excess of a typical 2% assumption I think baked into DAC amortization expectations and things like that. So notice that DAC amortization expectations and things like that, so notice that DAC amortization was lower I think Terry you mentioned $25 million pre-tax. I suspect that that was across the businesses, not just in the annuity line. But if you could give us a better sense on how much of that was driven by sort of the 15% S&P versus the normal assumption and how we should think about that. Obviously the S&P's already had a very strong third quarter to date and who knows if it will hold but if it were to hold at these levels, should we expect lower DAC amortization yet again? And how should we think about that relative to the 2Q levels?

Okay, John, this is Larry, I'll just go ahead and have Terry handle those questions for you.

Hi John, this is Terry. As I mentioned in our comments, $25 million reduction, it's about 60% of that, about $15 million is due to the market conditions, the improvement of the equity market. And another $10 million is due to the impact of the expense initiatives that we've put in place and we see on a go forward basis. You're absolutely right. It's across both the full service accumulation and as well is in the individual annuities. John Nadel – Stern, Agee & Leach: Okay and so just to follow up on that Terry, so if 60% or roughly $15 million of the lower – I guess is the way to think about that lower than normal DAC amortization or is that 60% or $15 million relative to 2Q '08?

That's relative to 2Q '08 but what you're seeing also is that the improvement in the equity market was very positive in this quarter compared to relatively flat in the 2Q '08. John Nadel – Sterne, Agee & Leach: And then my second question if I could, I just maybe you could give us a quick estimate on the month of the July was obviously very good for the S&P, also good for credit. And just wondering if you could give us a sense for more on almost on a real time basis, I guess what your estimate would be for mark-to-market on the investment portfolio through July?

Sure, this is Larry, John, again, if you take the $4.8 billion that would be the reported number as of the end of June, as we commented earlier, you'd take off about $3 billion if you were to put that on a synthetic basis as of the end of June, so you'd be sort of down in that $1.8 billion range. And then if you fast forwarded from June 30th to July, you'd take off about another $1 billion or so for improvement in July, a little bit of improvement in the CMBS portfolio, pretty meaningful improvement in the corporate credit portfolio. So that would actually get you down if you used both the synthetic which we believe is a better indicator as well as updated that to July, you'd be down around $1 billion or so of net unrealized loss as of a current date.

Our next question comes from the line of Randy Binner – FBR Capital Markets & Co. Randy Binner – FBR Capital Markets & Co.: I just want to go back to the expense item, just understand how the accrual of certain compensation expenses might be coming through the first half of the year versus the second half. In a way Larry, I think you answered the question by saying you'll have $400 million all in, but if the S&P stays up I just want to understand how you are accruing for compensation expenses and if we might see an uptick in that with better market conditions as we get into the back half of the year.

Okay, Randy, this again, that's not to say that there won't be in fourth quarter that you might not see some increase in compensation other expense, whether it's due to variable compensation or whatever, but you still ended up because of headcount reduction. I mean for example, PGI I think Jim's taken out 19% of the employee count in PGI, so because of actual headcount reduction and reduction in base compensation, we're very confident that we'll capture that entire $400 million during the course of 2009, but you could see variable comp being somewhat higher in fourth quarter because that's the normal cycle over which variable comp is paid, but I'll maybe ask Terry if he has any further comment.

No, you're absolutely right, Larry. In fact, we think that we will get the full $400 million reduction out of fixed components, the salaries from our staff etc. We've already accrued for bonuses and incentive compensations as part of the numbers through the first half of the year, and we will continue to accrue as we see the improvement in the market and the additional revenue that may be generated to offset some of that additional expense. Randy Binner – FBR Capital Markets & Co.: Okay, great. So I mean, bottom line, Terry, sounds like you feel like the accrual is caught up to where it needs to be if the markets kind of stay at these levels.

Absolutely.

Our next question comes from the line of Suneet Kamath – Sanford Bernstein Suneet Kamath – Sanford Bernstein: Two questions, first on the 401(k) business and the flows, Larry in your prepared remarks, you were talking a little bit about planned participant behavior as opposed to the corporate planned sponsor behavior and I think you kind of went through the numbers a little bit fast for me anyway, so I was hoping you may can provide a little bit more color in terms of what you're seeing there because I think in the past you said that participant behavior has been relatively stable. But it sounds like your comments earlier in the call suggest that maybe we're seeing a change there, and then I'll have a follow-up for Julia.

Okay, well Suneet, in terms of you know again, there's a number of elements that go into that recurring deposit figure as you know. One of those of course is the level of employer match and again that we would argue that's not the – that is a contributing item, but not the major contributing item in the 4% reduction recurring deposits. As we – our best estimate is somewhere around 10% of our employers have either reduced their match or eliminated their match. The bigger element really, is just the rising unemployment, and then slightly lower deferrals from the standpoint of 401(k) participants, so we're seeing deferrals are off slightly. They're off about three quarters of a percent on average from something like 7.25% to about 6.5% and participation is down slightly. So again you put all that together – again it's not a major item. I don't want to overstate this. I think the recurring deposits are down something like 4% or $300 million, so this is not a major item, but we're seeing a little bit more pressure on the participant side than on the employer side, although there's pressure in both of those areas. Suneet Kamath – Sanford Bernstein: And just a quick follow-up, is there anything that you can really do about that, or we just kind of waiting for the economy to improve and employment to increase?

No, there are things we do about that. In fact we're out there working hard each and every day. You're familiar, I think, with our initiative called Retire Secure where we actually have salaried employees who are out in the work site meeting with employees one on one and in small groups. Those things really do make a difference. I mean, for example during second quarter we had actually 4% of our employee base actually increase their contribution. And again this is typically as a result of either talking with our Principal Connection counselors or meeting face to face with our work site counselors. So no, no, I don't want to give any impression that we're sort of sitting here and allowing the economy to have its impact. We're absolutely and we are moving the needle both in terms of participation and deferrals, but certainly the economy net is a headwind. Suneet Kamath – Sanford Bernstein: Got it, and then just a second question for Julia, or Terry. Just in terms of your commercial real estate exposure, in your investor supplement you provide some good scenarios for the CMBS portfolio and what losses could look like over multiple years, just wondering if you sort of applied that same framework to your commercial real estate portfolio, what would the results there show?

Yes, what we've tried to do to make the commercial [hold] on portfolio scenarios look similar, is create that at-risk bucket and to try to show you what that at-risk bucket might look like over time. Currently it's in that $520 million range. As we've mentioned, that can move up and down. Loans are going to come in, and loans are going to go out. But over time, what' we've said, is if we stress that, similar to CMBS we think that could get up in that $600 million range or $650 million. And if you take that same 30% loss scenario, we figure that you could stress that you're about in that $200 million pre-tax over the next two to three years. Is that helpful Suneet? Suneet Kamath – Sanford Bernstein: Yes, that's helpful. I guess what I liked about the CMBS scenarios is that you went to third parties and sort of validated your results, so I'm wondering if maybe you used something like the Treasury Department's stress test and applied that to your portfolio, what we'd see in terms of loss content.

You would see something very similar to that $200 million pre-tax because we did attempt to use the Treasury's stress scenario, and you would get at about that same 2% or $200 million.

I think that's very consistent with what you've heard. For example I think when Met had their call last week, and as Terry commented earlier in this call, I mean there are differences between bank mortgage portfolios and life mortgage portfolios, so you wouldn't necessarily have the same cumulative loss percentages for our portfolio that would have been part of the 19 bank stress tests. But we think from an economic perspective we absolutely have modeled a very similar result as to what you see from the bank stress test.

Or next question comes from the line of Colin Devine – Citi. Colin Devine – Citi: I've got a couple of questions, first I just wanted to confirm that the expense reduction, the $156 million, is that's how much fixed costs is done and we're not going to see some of that come back if sales pick up, is question number one. Question number two, on the commercial mortgage portfolio, I was curious why you didn't add to the loan loss provision this quarter. Met did, I think it acknowledged about a quarter of your renewals are at terms that you wouldn't do new lending at, loan-to-values over 80%, and then the area I really want to spend some time on Larry, which has not been touched on, is the full service accumulation business and what is really going on there with policyholder behavior when we look at withdrawals. Now, in the past you've made it very clear when the market's down, okay, net asset flows should improve. We're looking on the dollar amount withdrawals are up slightly year-over-year, but with the drop in the S&P, that would suggest to me that the actual number of people taking their money out here may be up as much as 50%, and that's what I want to get at. I get why sales are flat. I get why recurring deposits are only up 4%, but what's going on with withdrawals?

Okay, first of all, I'll deal with the first one. It's probably the quickest one to get out of the way. The $156 million is truly a reduction in the fixed component of compensation, so it's not something that comes back at some later point, so that one I think we can easily deal with, and I'll have Julia talk about the commercial mortgage, your second question.

As we've said before, our reserve strategy that we've had in place for many, many, many years, the pool reserve, or what's on the whole portfolio, is based on historical performance. So you will not see particularly since we have had historical performance being outstanding for the last 20 years, you won't see the reserve on that large portfolio change significantly. What you're going to see is loan-specific reserves. So it's going to be specific to each area alone, which is why we give the stats we give, and that's based on loan-to-value. And so as soon as a loan reaches something greater than 100% loan-to-value, you are reserving on that loan, regardless of how it's performing, so basically, all of the reserves we took this last quarter, those loans are still performing. So that's how you're going to see loan-specific reserves perform. Colin Devine – Citi: What is their reserve today, and why when we're in one of the biggest real estate declines, in certainly recent history, aren't you reexamining this policy?

Well, the policies have been set over long periods of time for the whole portfolio, and it would be done in conjunction with our auditors. So that doesn't change easily, and we review it all the time, but it certainly doesn't change. And they continue to sign off on that policy. Colin Devine – Citi: The reserve [on that] –

And on that, Colin, auditors are understandably a little bit concerned about setting up, or having the ability to set up, just general loss reserves that don't tie to specific loans. I think we can all understand why they would have some concern about your ability to do that. And that would be true not only for us – that would be true of all of our peers, as well. Colin Devine – Citi: That didn't seem to be a problem for Met, Larry. But again, you're not getting at the number on the reserve you're holding. Is there a reason for that?

Say that last part again, Colin?

What is the total reserve? Colin Devine – Citi: I've provided the number of – I've asked twice now for the loan loss reserve that you've got. I appreciate it's on a specific basis. How much are you holding? How much have you written down your book by?

Well, year-to-date, we, on our Life Company portfolio, we've written it down only by the $3 million in first quarter and the $16 million in the second quarter. Colin Devine – Citi: Okay.

Those are the loan-specific reserves, and that's in the Q. We would provide that in the Q and the K.

Let's move on to your third question, relative to withdrawals. And again, Colin, I mean I'd put a couple things in context before I have Dan comment on this. First of all, again, as you saw with the at-risk retention at 54% in second quarter, I think we continue to do an outstanding job of retaining those at-risk assets. And the second thing I'd note is, even in an era that's been as difficult as it is, I think our net cash flow through the first two quarters of the year is at 3.8%, beginning of period account value. So again, we're still, we're well on our way towards the typical 4% to 6% that we target in this area. But I'll ask Dan comment further on your number of withdrawals, which, in it of itself is not up near the 50% that you're, I think – Colin Devine – Citi: Larry, just know that I'm going to let that one go. The net asset flows, as far as I can tell, are the worst in the company's history, okay? And it's coming in a down market, where you've made the point net asset flows go up in the past.

Sure, and this again, Colin, is simply due to the seasonality of a sales cycle, where in second quarter, you will typically see fewer transfer deposits coming off of new sales. So that is the primary and almost total explanation for the lower net cash flow in second quarter. So it really has to do with new clients and transfer money on new clients, as compared to any increase in withdrawal out of existing clients. Retention, again, it remains at an all-time high, out of the 401(k) block. And if you were to be concerned, it would be if you saw the lapse rates increasing, which are not happening. Retention remains near an all-time high. Colin Devine – Citi: Okay, well, let's explore how you're measuring that, because I don't know how the market can be down 35% and the actual withdrawals is rising right now and you're telling me lapses haven't changed. So, maybe Dan can help us.

I'm measuring that, Colin through asset-level retention. That's how we measure it.

Sure, just a couple of comments, Colin, maybe just to speak to, just for a moment on the employer match because we looked at the customers who had employer matches, less this quarter in '09 versus a year ago '08, to give you some idea of where some of this loss of recurring deposits are coming from. Part of it is coming from reduced matching dollars from plan sponsors. We looked at roughly 9,000 plans, and there's been roughly a 10% reduction in the sheer number of employees covered underneath these plans. And yet if you look in total, we've actually been able to grow the number of plan participants across the block, by roughly 2.2% during that same period of time. Two other very quick comments and that is the loss of the small plans. About half of those plans lost were plan terms, not just contract terms. They are no longer in existence. If we looked at the actual number of individuals covered underneath the new plans that will replace those, those plan counts have come up. If we look at that large, 1,000-plus group, we didn't lose a single plan sponsor. It was over 1,000 lives. The 10 that you're seeing reductions in were either plans or locations that were terminated, again, going towards reducing overall reoccurring deposits.

Our next question comes from Steven Schwartz – Raymond James & Associates.: Steven Schwartz – Raymond James: A couple of things, if I may, first and foremost, I'm interested, well, to beat on the dead horse that Colin just beat on, the lapse rate, the withdrawals as a percentage of beginning assets was, I believe 4.4%. And that's a 100 basis point increase from the 3.4%. Even though the numbers, the absolute numbers are the same, that's a 100 basis point increase from a year ago, so maybe we can tie into the discussion we just had with those numbers. I would think that would be the most appropriate way to look at it. The second thing is kind of a technical thing. I'm wondering how are loans accounted for? Are they included in withdrawals? And if not, maybe how that would have affected that number? And third, any general thoughts on the health insurance business and Obama Care?

Steven, I'm not sure on the last one that you said, on the health insurance business and – Steven Schwartz – Raymond James: Obama Care.

Oh, Obama Care, I'm sorry. Steven Schwartz – Raymond James: Yes.

Okay, just quickly on the withdrawals. I mean, again, if you look at withdrawals for full-service accum, if you look at withdrawals as a percent of the beginning value, if you look at the withdrawals as a percent of account value at the beginning of the quarter, what you find for '09, would be very consistent with what you find for '08, so I'm not sure what the math is around the 100 basis-point difference. I think, again – Steven Schwartz – Raymond James: Well, I disagree with that, Larry, because you're looking at withdrawals, I think the $3.5 billion on a beginning base of $77.9 billion, and that's versus $3.4 billion on a beginning base of $99.4 billion.

Right, and what I tend to do, Steven, is I tend to look at the withdrawals on the average account value for that particular period, okay? And, so for example, in '09, you've got about $3.4 billion of withdrawals, on about $82 billion of account value. And in '08, you've got about $3.4 billion of withdrawals, on about $99 billion. So again, I haven't done the math on that, and I don't know if Dan has any particular comments on that. I mean again, it does reflect, to some extent, the impact of the economy. Loans are in there, but again, loans are not up in any substantial degree, either. So I don't know. Dan, is there more you want to say on that?

No, nothing really to add. Steven Schwartz – Raymond James: So but, Larry, you think we're better off looking at the average as opposed to the beginning?

Yes. And in terms of just that the healthcare, health insurance, and Obama Care, I mean I, obviously not in any position to predict, Steven, what you know, may or may not happen, relative to healthcare reform. Again, I think we've been very focused and have our management team here focused on getting the business running successfully financially and then over time growing the membership. And even though second quarter wasn't necessarily, from a financial perspective, if you look at it over a trailing 12 months, the ROE in that business is, I think, about 15.6%. So again, we're happy with the returns over time, recognizing that there's some cyclicality in that business. Obviously, if healthcare reform were to happen we'd have to sort of think about that. But that wouldn't be any different than the decision we'd make on any other business, so.

We have reached the end of our Q&A. Mr. Zimpleman, your closing comments, please?

Well, thank you. I just wanted to thank everyone for joining us this morning and for your continuing interest. There will be challenges ahead. We know that, but we believe we face them as an organization with a track record of affectively navigating these difficult environments. For Principal, we think with the improved equity markets and our successful capital raises we do believe we're building positive momentum in our businesses. But we look forward to speaking with many of you over the coming months, and continue to look for the opportunity to communicate our continuing strength. So thanks, and everybody have a great day.

Thank you for participating in today's conference call. This call will be available for replay, beginning approximately 1:00 pm Eastern Time, until end of day, August 11, 2009 – 17748880 is the access code for the replay. Again, that's 17748880. The number to dial for the replay is 1-800-642-1687, for U.S. and Canadian callers or 706-645-9291 for international callers. Thank you. You may now disconnect.

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