John Egan - Vice President-Investor Relations Larry D. Zimpleman - Chairman & Chief Executive Officer Daniel J. Houston - President, Chief Operating Officer & Director Terrance J. Lillis - Chief Financial Officer & Executive Vice President James P. McCaughan - President, Global Asset Management & Chief Executive Officer, Principal Global Investors.

Ryan J. Krueger - Keefe, Bruyette & Woods, Inc. Erik J. Bass - Citigroup Global Markets, Inc. (Broker) Steven D. Schwartz - Raymond James & Associates, Inc. Colin W. Devine - Jefferies LLC Seth M. Weiss - Bank of America Merrill Lynch Suneet L. Kamath - UBS Securities LLC.

Good morning, and welcome to Principal Financial Group's Second Quarter 2015 Financial Results Conference Call. There will be a question and answer period after the speakers have completed their prepared remarks. We would ask that you be respectful of others and limit your questions to one and a follow up, so we can get to everyone in the queue.

I would now like to turn the conference over to John Egan, Vice President of Investor Relations..

Thank you and good morning. Welcome to the Principal Financial Group's second quarter earnings conference call. As always, our earnings release, financial supplement, and slides related to today's call are available on our website at www.principal.com/investor.

Following the reading of the Safe Harbor provision, CEO, Larry Zimpleman, and COO, Dan Houston, and CFO, Terry Lillis, will deliver some prepared remarks. Then we will open up the call for questions. Others available for the Q&A are Jim McCaughan, Principal Global Investors, and Luis Valdés, Principal International.

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.

Before we discuss the quarterly financial results, I want to announce an investor workshop we're holding on November 6 in New York City.

Jim McCaughan from Principal Global Investors will discuss the benefits of the consolidation for our retail and institutional investment platforms which will further enhance our position as a global leader in the retirement investment management.

In addition, our CFO, Terry Lillis, will provide information about enhancements for our financial supplement. The reporting changes will go into effect for our fourth quarter 2015 earnings release which will provide further clarification on the key performance metrics for our revolving and diversified business model.

Now I'll turn the call over to Larry..

Thanks, John, and welcome to everyone on the call. This morning, I'll comment on three areas. First, I'll discuss second quarter and year-to-date results at a high-level followed by more detailed comments from Dan and Terry. Second, I'll provide a strategic update including comments on the environment surrounding our businesses.

And I'll close with some comments on our capital management strategy. If you turn to slide 4, you'll see the key themes from the quarter. The Principal has shown great consistency in growth of assets under management and operating earnings since the financial crisis.

The second quarter was a continuation of these strong results despite macroeconomic headwinds. Operating earnings were $324 million for the quarter, resulting in year-to-date operating earnings of $650 million. This is the 9% increase over the first half of 2014 when you adjust both time periods for normalizing items and foreign exchange rates.

For the quarter, total company normalized operating earnings adjusted for foreign exchange rates grew 11% over the year-ago quarter. The strong results this quarter demonstrate the team's outstanding ability to execute on our strategy despite persistent macroeconomic challenges such as the strengthening of the U.S. dollar.

Foreign exchange alone suppressed operating earnings by $12 million compared to the year-ago quarter. Our diversified business model contributes to our overall success and is a differentiator. The second quarter is a great example of that.

While we remain focused on growing our less capital-intensive fee businesses, our annuity and insurance businesses also continue to grow and they provide a consistent source of earnings that help in times of volatile macroeconomic conditions.

We generated strong underlying growth across the businesses in the second quarter, again demonstrating our ability to strike the right balance of profitability and growth. Second quarter net cash flows of $8.2 billion contributed to year-to-date flows of $17.6 billion driving quarter end assets under management to a record $540 billion.

Assets under management were 4% higher than the year-ago quarter, despite a $27 billion negative total company impact from foreign exchange rates. As I have said before, net cash flows and assets under management are leading indicators of future earnings growth.

Next, I'll comment on the current operating environment for our businesses and provide some examples of how we continue to position The Principal for long-term growth. Regarding the Department of Labor's proposal to expand the fiduciary rules for the retirement business, as you likely know, the comment period has ended.

However, the process is far from complete as regulators, trade organizations, and plan providers continue conversations with the Department of Labor with regard to shaping a future of America's retirement savings system. As an industry leader, The Principal shares the Department of Labor's desire to help Americans achieve a secure retirement.

We're particularly concerned that instead of increasing access, the proposed regulation, as presently drafted, would actually diminish participant access to guidance, education, and assistance. As I stated last quarter, and as many others have noted, the proposed regulation will add significant complication to the U.S.

retirement plan industry, making it more difficult for individuals to access the professional help they need to better prepare for retirement. The increased complexity will also challenge smaller plan providers to compete against industry leaders like The Principal.

I believe the main intent of this proposed regulation is to encourage more in-plan solutions for job changers and retirees. This could result in an improvement over time of our asset retention rates from what is today an industry-leading percentage of 50%.

I'll now provide a few updates on the execution of our strategy as we continue to build out our Global Retirement and Asset Management businesses. Our acquisition of AXA's retirement business in Hong Kong is on track to close September 1.

The acquisition will add scale to our current business, making us the 5th largest mandatory pension provider in Hong Kong. Importantly, the deal includes a 15-year exclusive distribution agreement with AXA's network of more than 4,000 agents.

This provides additional opportunities to grow our market share as the mandatory and voluntary pension markets grow in Hong Kong. The success of our distribution partnerships with Banco Brasil and HSBC in Mexico are a good proxy for our ability to partner with marquee distributors and grow market share in key emerging markets.

Principal Global Investors will begin to manage larger portions of the assets from the acquired business over time. The breadth of their investment capabilities along with their strong investment performance and established position in Hong Kong adds to the long-term value of this acquisition.

The Principal remains the number one provider in Chile for voluntary solutions and recently Cuprum achieved the highest market share among Chilean AFPs. Total voluntary assets under asset management in Chile at the end of the second quarter were 28% higher on a local currency basis compared to the prior year quarter.

And year-to-date net cash flows increased 52% over the same period in 2014. This growth speaks to the success of the integration of Cuprum and our competitiveness across the full spectrum of long-term savings products in Chile. Finally, I'll provide an update on capital management.

Our capital management strategy remains balanced and aims to increase long-term value for shareholders.

We have already announced plans to deploy more than $800 million of capital in 2015 through common stock dividends, stock repurchase authorization, our closing on AXA's pension business in Hong Kong, and increased ownership positions in PGI investment boutiques.

In addition, last night, we announced a $0.38 per share common stock dividend payable in the third quarter. On a year-to-date basis, our common stock dividend is up 19% over 2014, and our current dividend payout ratio percentage is in the upper-30s.

Additionally, our acquisition pipeline remains active across our businesses, and we recently began executing on the $150 million stock repurchase authorization. With the strength of our operating earnings and net income in 2015, we expect to be in the upper end of our $800 million to $1 billion range in 2015.

Before turning the call over to Dan, I'd like to call your attention to slide five, which shows third-party recognitions received during the second quarter. I'll point out a few.

Attracting and retaining top talent to drive innovation, particularly in technology, is critical in our focus to make it easier for advisors and customers to do business with us. The Principal was recognized by two different publications for our ability to do just that.

For the 14th year in a row, Computerworld named The Principal as one of the 100 Best Places to Work in I.T. Additionally, for the 18th time, we placed on InformationWeek's Elite 100, a list of the top business technology innovators in the U.S. Finally, The Principal moved up to number 282 on the Fortune 500 List for 2015.

In closing, I remain confident in our ability to deliver sustainable, profitable growth in the second half of 2015 and beyond despite the challenging macroeconomic environment. We continue to focus on executing our strategy and positioning ourselves for growth to generate long-term value for our customers and shareholders.

Dan?.

Thanks, Larry. Teams drove strong underlying growth across our businesses as we continued to successfully meet the evolving needs of our customers. The following are some examples of strong results from the quarter. I'll comment first on our Global Retirement and long-term saving businesses.

Full Service Accumulation continued to drive profitable growth. Second quarter sales of $1.6 billion were 14% higher than the year-ago quarter. The underlying growth metrics and the business remain strong with growth in reoccurring deposits, plan account, and active participants all up for the quarter.

This reflects improved employment trends as well as our efforts to continue expanding participation in deferral rates through better plan design. Principal International continues to drive strong growth, with reported assets under management increasing 21% on a local currency basis over the prior year quarter to $118 billion.

Including China, total assets under management in Principal International reached a record $152 billion. Strong sales in Brazil, Chile, and Southeast Asia contributed to quarterly net cash flows of $3.6 billion, a 9% increase over second quarter 2014 on a local currency basis.

With 27 consecutive quarters of positive net cash flows, Principal International's growth has been remarkable since launching some 25 years ago. Next, I'll comment on our global investment management businesses.

In the U.S., Principal Funds remains the 15th largest advisor sold fund family at quarter end with a record $129 billion in account values across the retirement and retail markets. Strong sales of $5.4 billion contributed to Principal Funds' 22nd consecutive quarter of positive net cash flows.

This growth is coming from multiple distribution channels, including the DCIO channel or investments were placed on other record-keeping platforms. In addition, 47,000 advisors sold a Principal Fund in the first half of 2015, a 23% increase over the first half of 2014.

Principal Global Investors ended the second quarter with record total assets under management of $328 billion and record unaffiliated assets under management of $121 billion. Success across multiple asset classes has helped drive total Principal Global Investors' year-to-date net cash flow to $9.5 billion.

Underlying this growth are two key components, competitive investment performance and product innovation. 69% of our rated mutual funds have a Four or Five-star Morningstar rating.

As slide six shows, at quarter end, 87% of Principal's investment options were in the top two quartiles of the Morningstar rankings on a one-year and three-year basis and 91% were in the top two quartiles on a five-year basis.

In April, Lipper rated Principal Global Real Estate Securities Fund as the Best Global Real Estate Fund over the five-year period. Target Date Funds remain an important strategy for retirement savings and are a key competitive differentiator for us.

100% of our Target Date Funds were once again in the top two quartiles of Morningstar rankings across all time periods at quarter end. Offering a variety of innovative retirement income solutions is critical as investors' needs change and they seek outcome-based solutions.

Earlier this month, Principal Funds launched the first in a series of actively managed ETFs, the Principal EDGE Active Income ETF, which is traded under the ticker symbol YLD. It seeks to provide investors with income through changing market environments and over market cycles by actively managing risk.

This ETF adds to the breadth of our successful income-generating solutions that The Principal offers across a diversified base of outcome-oriented, multi-asset strategies.

Through Principal Funds and Principal Global Investors, retirement and retail and institutional investors have access to investment options across a variety of platforms, such as the new ETF, collective investment trust, separate accounts, UCITS, 40 Act funds. Next, I'll provide a few performance highlights from our U.S.

spread and protection businesses, which not only provide diversification for our company, but more importantly provide additional retirement savings and protection options that our customers seek. Full-service payout had $700 million of sales in the second quarter.

The sales pipeline is active, yet we remain opportunistic and look for business that will drive expected returns in the mid-teens. Our ability to handle more complex plan design makes The Principal a key competitor in this market.

Specialty Benefits had strong premium and fee growth of 9% on a trailing 12-month basis compared to the same period a year ago. The loss ratio improved from the prior-year quarter and remains at low-end of our target range.

Employee benefits are a priority for businesses and our diversified portfolio continues to resonate and the market is reflected by above-market growth and excellent retention. This, along with our strong financial performance, makes The Principal a key player in this business. Individual Life grew premium and fees 5% on a trailing 12-month basis.

The business market drove 56% of year-to-date sales as we remain disciplined and execute on our target market segment strategy. In closing, I'm exceptionally pleased with the team's ability to consistently meet our customers' needs and drive growth across our businesses.

Terry?.

Thanks, Dan. Second quarter earnings were strong despite ongoing macroeconomic challenges, providing momentum going into the second half of the year. This morning, I'll focus my comments on operating earnings for the quarter, net income, including performance of the investment portfolio, and I'll close with an update on capital deployment.

Total company operating earnings in second quarter were $324 million, flat compared to reported earnings in the year-ago quarter. The strengthening U.S. dollar and the added expenses to redeem our preferred shares masked the strength of second quarter 2015 earnings. Net revenues increased 6% over the year-ago quarter, despite the headwinds.

At the end of the second quarter, return on equity excluding AOCI improved 50 basis points from the year ago to 13.8%. When we adjust the average equity for exchange rate movements, the return on equity was 14.7%, up 100 basis points from a year ago. Moving to slide 7.

We normalized reported second quarter 2015 earnings per share of $1.09, up $0.01 to $1.10. The following items impacted earnings per share in the quarter. Higher than expected variable investment income benefited Individual Annuities by $0.01.

And the Corporate segment was negatively impacted by an additional $10 million of expenses related to the redemption of our preferred stock during the quarter. This was partially offset by the timing of certain expenses. The net impact to Corporate was a negative $0.02.

Lower than expected encaje returns in Principal International were partially offset by higher than expected inflation. The net result did not impact total company earnings per share for the quarter. After normalizing both periods, earnings per share increased 7% over the year-ago quarter, despite the negative impact from foreign exchange rates.

If we adjust for the impact of foreign exchange, earnings per share increased 11%. Now, I'll discuss some of the business unit results starting on slide 8. The Accumulation businesses within Retirement and Investor Services reported record operating earnings of $190 million. Normalizing both quarters, operating earnings increased 6%.

Trailing 12-month pre-tax return on net revenue of 33% continues to be at the high-end of the stated range for the year. Full Service Accumulation operating earnings were $116 million in the second quarter, flat compared to reported year-ago quarter.

Net cash flows were higher than the year-ago quarter due to strong sales of $1.6 billion, recurring deposit growth of 7% over the prior year, and excellent retention rates. This growth drove higher fee-based revenues in the quarter. Trailing 12-month pre-tax return on net revenue is an industry-leading 33%.

The tax rate for the quarter was below our long-term range as dividends received continue to outpace pre-tax earnings growth. Principal Funds' second quarter operating earnings were a record $29 million, a 14% increase over the year-ago quarter.

Sales of $5.4 billion were up 15% from the year-ago quarter, contributing to industry-leading net cash flows. On a trailing 12-month basis, our pre-tax return on adjusted revenue is 35%. Individual Annuities reported operating earnings of $38 million including $3 million of higher than expected variable investment income.

Normalized operating earnings increased 8% over the year-ago quarter. Growth in variable and income annuities more than offset spread compression on our fixed deferred block. Net revenues of $118 million were up 17% from the year-ago quarter, driven by strong sales.

We anticipate quarterly operating earnings for the rest of 2015 to be in the $32 million to $36 million range. Turning to slide 10. Principal Global Investors operating earnings for the quarter were $32 million, this is a 15% increase from the year-ago quarter.

Trailing 12-month pre-tax margin grew to 27% compared to the reported 25% in the year-ago quarter as we continue to add scale. The investments we've made in building out our global distribution platform are taking hold, and we see a strong and diversified pipeline.

Slide 11 shows reported quarterly operating earnings for Principal International of $59 million. This quarter's lower than expected encaje returns were partially offset by higher than expected inflation. On a local currency basis and normalizing for encaje and inflation, operating earnings at mid-teen growth over the year-ago quarter.

Combined net revenue grew 19% on a local currency basis. This strong performance, despite the macroeconomic challenges within the markets we operate, demonstrates the opportunities generated by helping our customers with their long-term savings needs. Turning to U.S.

Insurance Solutions, operating earnings were a strong $59 million, a 20% increased over the year-ago quarter. As shown on slide 12, Individual Life operating earnings of $26 million were a 32% increase over the year-ago quarter due to improved mortality. Turning to slide 13.

Specialty Benefits operating earnings of $33 million were 12% higher than the second quarter 2014. Premium and fees were up 8% over the year-ago quarter due to strong retention and year-to-date sales. The loss ratio of 65% remains at the low-end of our targeted range.

Our Specialty Benefits division continues to provide essential protection solutions to customers in our core markets in small- to mid-sized businesses and has performed consistently well. Corporate operating losses were $42 million.

The successful redemption of our preferred stock temporarily increased expenses in the quarter, but will provide future benefit through interest expense savings. In the near-term, these savings will be partially offset by projected closing costs associated with the AXA transaction.

We still anticipate full-year Corporate operating losses to be in the previously announced range of $130 million to $150 million. For the quarter, total company net income was $241 million, including realized capital losses of $83 million.

In second quarter 2015, our credit-related losses of $2 million are significantly better than our pricing assumptions. The realized capital losses were predominantly related to hedging activities associated with the longer duration, Full Service Payout and Individual Annuity products.

We utilized derivatives on a daily basis to match the duration of our assets to liabilities. If interest rates rise like in second quarter, the value of our hedges decline. However, our strong asset liability management will result in the decline being offset when we invest in higher yielding assets.

Similarly, changes in net unrealized gains or losses due to interest rate movements do not result in an economic impact. Our asset liability management expertise combined with strong liquidity allows us to avoid forced asset sales in periods of stress.

Our capital deployment strategy is flexible with multiple options, including dividends, acquisition opportunities, and share repurchases, all aimed at increasing long-term shareholder value. As shown on slide 14, in the second quarter we paid a $0.38 common stock dividend and we announced last night a $0.38 dividend payable in the third quarter.

On a trailing 12-month basis, the common stock dividend is 22% higher than the same period a year ago. Our 2015 expected capital deployments range includes $335 million already announced for the AXA Hong Kong pension business acquisition, which should close on September 1.

Additionally, we increased our ownership in PGI boutiques for a total investment of $20 million. As previously announced, our board of directors authorized a $150 million share repurchase program in first quarter 2015. Although we did not execute on this program during second quarter as we focused on debt refinancing, we are now repurchasing shares.

In closing, we're extremely pleased with the continued momentum driven by our teams' proven ability to execute, positioning us for future growth in various economic environments. This concludes our prepared remarks. Operator, please open the call for questions..

And your first question comes from the line of Ryan Krueger with KBW..

Thanks, good morning.

Terry, can you give a bit more detail on the expected amount of AXA closing costs and the timing of when those will hit?.

Good morning, Ryan. I'll just have that go to Terry..

Yeah, Ryan, what we talk about in terms of the closing costs or any expenses that run through the Corporate segment, we look at a long-term basis. And we think that for the year we stated that $130 million to $150 million was going to be that number.

Now, to-date, we have looked at a little higher costs and that includes the acquisition costs associated with AXA or any other business. It also included the costs associated with the preferred shares that we called this year.

So we think that the run rate in the subsequent quarter will be about the same as it would have been that $32 million to $37 million range. Now, that being said, the AXA costs will probably come in, in the fourth quarter – excuse me, in the third quarter. We expect that to close on September 1.

But we are going to have savings from the preferred share calls as well. So we think that that run rate will be about the same for Corporate in the third quarter as it has been in the past. We haven't really called out any AXA acquisition costs per se.

Hope that helps?.

Okay, got it. Yeah, it does.

And then shifting to PGI, could you talk a little bit more about the underlying drivers of the strong flows, and as well as how does the pipeline look at this point?.

Sure, Ryan. I'll have Jim comment. But what I would say is it's great to see when it is across multiple asset classes and multiple boutiques, which it frankly has been and continues to be and we certainly saw in the second quarter. But I'll have Jim give you a little more detail..

Yeah, thanks, Ryan. If you look at the flows, as Larry said, they have been quite diversified. We've seen strong institutional flows actually around the world in fixed income into investment grade credit, into high yield both in (28:29) Principal Global Fixed Income and into preferred securities.

So there's been quite a strong development of the fixed income assets in the institutional market, which is an interesting contrast actually to the U.S. retail platform where actually the movement has been more towards equities and to real assets. So that would be part of it.

We've seen very strong interest in our real estate, both private real estate where I think it was public that (29:05), one of the biggest investors in Australia, is using us as their private real estate people in the U.S. And other clients have been pretty good to us in private real estate.

And we are stepping up our game there actually and doing much bigger deals in gateway cities, which are actually doing, in economic terms, relatively better than a lot of the country. Also in real estate, REIT has been a successful capability, and over the last six or seven years we've developed into a leader in global REITs.

Equities, the net flows have been much less because the market has had less appetite to grow equities in the institutional market. But on the balance, we've been doing some quite good, positive things there.

So it's across the board and that actually is a very important objective of ours because you really want to be guarded against any kind of rotation. And in the institutional market, we feel we are very well guarded against that..

And can you just comment on the pipeline as you look forward to the rest of the year?.

Yeah, sorry, Ryan. We do monitor the pipeline in real terms. I see all the large ones because we put them through a fee committee if they are asking for a discount on our ADV skills. That means senior management tends to have a pretty good finger on the pulse of the large mandates.

And I can tell you we've been busier than ever in the last few months there. It doesn't mean that there's any $1 billion mandates coming in, but there's plenty of $200 million and $300 million mandates.

Sales year-to-date have been well up on last year, and the current activity in the institutional market makes us feel very confident about the second half..

And just as one additional data point, Ryan, I think if you look at PGI's institutional sales and of course again sometimes there's a sort of lag coming in, I think there's a little over $2 billion in their sales pipeline that has not yet come in. So we expect that will come in over the next few quarters..

Great. Thanks a lot, guys..

Thank you, Ryan..

Your next question comes from the line of Erik Bass with Citigroup..

Hi, thank you. This quarter, you had about $200 million or a little bit more of net debt issuance.

Is this something that we should think of as potentially deployable capital that could take you above the $800 million to $1 billion target you have for 2015?.

Yeah, Erik. This is Larry. First of all, of course, we were excited to have the opportunity to lower our overall cost of interest through the kind of restructure with the senior debt and junior subordinate is and then taken out the preferreds. As you noted, the net there was about $250 million.

And really there wasn't – I mean, the primary thinking there was simply that the market opportunity was very great. There was tremendous demand for each of those two tranches, and it just seems like a very good time to be in the market.

We don't necessarily have a plan as we sit here today for that $250 million, but, as I said in my comments, there is kind of a steady flow of opportunities that come along.

So while I don't forecast or expect that we'll be deploying that in the near near-term, I do think over time if we can find an interesting opportunity, it obviously gives us just a little more cushion. So we feel good about that..

Got it. That's helpful. Thanks.

And then, Larry, if you could maybe go into a little bit more detail on your comments around the DOL rules potentially leading to higher asset retention rates over time, just maybe why you think this could be the case?.

Yeah. Well, first of all, again, I've been around a very long time, as you know, Erik, and I've seen about 40 different legislative or regulatory changes, although I would be the first to say this one is of more significance than most.

But it seems to me – it seems to me that the primary area here that the DOL seems to have some concern about is, with respect to what happens with retirement assets when a benefit event occurs.

And while Principal has been a bit of an exception to the industry, when you look at the industry, a very high percentage of those assets at benefit events, so if a person terminates or retires, at benefit event those assets go into a rollover IRA.

Now, I think there's plenty of very logical reasons why that happens because usually at that point that person at benefit event wants to move into a more individualized or retail relationship and a rollover IRA is a great fit, but what the DOL proposal would do is clearly put up, what I referred to, as sort of some flashing yellow lights around that; in other words, a significant amount of transparency and disclosure, a signing of some additional forms, et cetera, et cetera.

So I think if Principal can continue to be creative with our in-plan solutions, I think the easier path for benefit event going forward, the easier path could well be to find a way to keep those assets inside the plan, but in enough of a separate mode, if you will, that individuals who terminate or retire will feel comfortable doing that.

And we've got a team that's working really hard on that. And I'm sure they're going to come up with great ideas.

So I think that's what is going to potentially lead to improved asset retention over time, is simply that the balance changes and it isn't so automatic that the money goes into a rollover IRA, there'll now be more equivalence between moving to rollover IRA or staying inside the plan, and I think that's a big opportunity for us..

All right. Thank you. Appreciate the comments..

You bet..

Your next question is from the line of Steven Schwartz with Raymond James..

Hey, good morning, everybody. Terry, a quick numbers question for you. Talking last night with Brenda (35:24) about the FSA tax rate being so low, and you noted it was lower than you expected because of the DRD. I don't expect dividends for corporate America to go down anytime soon.

Is it possible that the tax rate FSA stays lower for longer than you would have ever expected?.

Thanks, Steven. One of the things that I think it's pretty important is to look at the effective tax rate at the total company level, rather than any individual business units, albeit I'll answer your question in a second here. But I do think that you'll see distortions that could occur in any particular period, so we do take a longer look at this.

And so, one of the things that we believe that the effective tax rate for Principal in the total is probably in that 20% to 22% range, now that takes into consideration the DRD that you mentioned, also foreign tax credits that we would get from our international operation, and also some accounting noises that we're getting here.

But one of the things associated with the DRD is that right now we see that we're getting a bigger benefit than we would have normally seen, and because as you mentioned, companies are paying more dividends now than they were. Now, is that trend going to reverse in the future? We all have our opinion about that.

And I don't think that that's really going to be the case. But I think another thing that's probably maybe as significant for us is the investments that we have, and what we're seeing.

Those investments that are selected by advisors or individuals are moving more towards Principal-branded funds because of the strong performance that we've had as well as the target date which is a solution for them. So that being said, it could be sustainable in the near future.

However, long-term, long-term I don't think that that should be the case. Because I think our pre-tax earnings will grow faster than the dividends that are being paid. I mean we're also seeing that the investment strategy will change to non-equity U.S. domestic equity investments, and we have a lot of opportunities.

And you're also seeing that the businesses outside of the U.S. or the life company are growing faster. So I do think that in the near-term, it could be very sustainable. In the long-term, we're not looking at it as being this low for the Full Service Accumulation segment. So 5% to 7% is still probably a pretty good estimate for that business..

Okay, thank you..

Hope that helps?.

Yeah, it did. And then following up for Dan. Terry, you mentioned the amount of proprietary business that you're doing, you've got the DOL.

Could you tell us of the – was it the $1.6 billion of sales in FSA, how much of that was done through proprietary distribution?.

Yeah.

Proprietary distribution or proprietary investment options?.

Dan, are you there?.

Yes.

Can you hear me? Steven, can you hear me?.

Take them both. Yeah, go ahead..

His line's disconnected, sir..

Yeah, just go..

Okay. I'll go ahead and answer the question even though it looks like Steven may have dropped off. So, two things. We get about 5% of our asset flows through our proprietary distribution. We receive about 10% of our case counts comes through proprietary distribution.

But, again, as Larry was outlining his comments on DOL, we don't think that's going to have a measurable impact on how we go about continuing to support the Principal advisor network in the future. We have had a strong history in the past of selling our plans with and without proprietary investment options.

And, again, we don't see that becoming a challenge, nor do I see it becoming a substantial issue that will require adequate disclosure as we retain assets that benefiting for those people who are changing jobs or retiring..

And this is Larry. And to the extent that Steven was asking about deposits, what I can say is that, so far, about 60% of our deposits into the Full Service Accumulation business go into kind of Principal proprietary or multi-boutique manufactured solutions.

So, again, that's a strong number, but when you have virtually 90% of your investment options in the top half of the Morningstar peer rankings on a one, three, and five-year basis, I think that's very, very well earned. So, it's certainly is one of the differentiators is our ability to drive assets into proprietary options..

And your next question is from the line of Colin Devine with Jefferies..

Good morning. A couple of quick questions.

Just exploring the DOL situation a little bit more, Larry, and I know it's hard to put a – much of a hard number on this, but if one outcome was you saw a reduction in proprietary funds in your plans, so let's say they were down 10%, how significant, if you can give us some idea, would that be for PFG's earnings? That would be the first question..

Sure. Well, to be candid, Colin, I don't have a numerical number for you. And that's not really at this point, to be honest, anything that we've modeled in particular. I think that it's been clear to me – now, others may have a different opinion, but it is clear to me that the focus here isn't really around proprietary assets.

And certainly the PGI options are very much standing the test of time with respect to performance and appropriateness for retirement plan investing.

So, if for some reason that were to, again, have a higher threshold with respect to your own proprietary assets, which I think we can meet any threshold, but we'll do the same thing we've done for the other 40 legislative regulatory changes.

We'll take a look at it, we'll adjust, we'll adapt, we'll find a path forward and net-net, Colin, as I said in my comments, I really believe that what's going to continue to happen is market share is going to continue to move from second and third tier providers to first tier providers. And I certainly consider Principal in that top tier..

And Colin, can I add, please, to what Larry said.

If we did get into a situation, and reiterating we don't expect it, where some unexpected feature of the DOL changes led to headwinds for our proprietary assets and to our Full Service Accumulation, then you would be in a situation where there was a huge opportunity on other people's platforms for our strongly performing investment options with very strong multi-asset and outcome oriented capabilities.

So the situation you outlined could actually be a really good one for us given the choices we would have on other platforms..

Okay. Thank you for the comments on that. Because I think that certainly is one risk that people foresee is out there.

Changing the subject a little bit with the DOL, if we look about what – and frankly, what you're doing right now in terms of in-plan annuities, can you talk a bit about the potential for that? Are you starting to see any measurable take-up on the sort of qualified life annuities?.

Yeah, I can have Dan comment, too. I would say, first, with the direct question you asked with respect to the qualified life annuities, Colin, I think there's – it's fair to say there's interest, but there's not really much in the way of actual usage of that at the moment. And I don't think it has anything to do with DOL or retirement plans.

I think it has to do with the low level of interest rates. So I think that's really a question of if and when interest rates increase, then I think there would be more consideration of that option.

Obviously we put a full or will put and are putting a full array of in-plan solutions and have had for years, frankly, a full array of in-plan solutions inside of our qualified plans. And that includes all the way from, of course, at benefit events simply leaving in a personal retirement account.

Again, it's kind of a quasi-separation from retirement plan. So that's more of an individual relationship, but the plan assets are still in-plan. It includes opportunities for systematic withdrawal for retirees, so if retirees decide they don't want to buy a fully guaranteed life annuity but they want to get systematic withdrawals, we can do that.

Or, as we just said, we can buy some portion of the account or all of it can buy a life annuity. So we really have that full range today, and while we'll continue to look at that and enhance that, I think that's really where our opportunity lies.

So, Dan, any further comment?.

Really well said. And I think, Colin, the reality is most individuals during the accumulation phase aren't thinking how they're going to draw it down or what the payout period looks like. So in-plan really I think starts morphing into at benefit event.

I'm a job changer, I'm a retiree, what are my options? And so maybe five year, seven years leading up to that important date, 55, 57, 62, 65, or 67, whatever the appropriate age is, that person wants to see options. Now the good news is the way Jim manages the money, most of what we're managing is long-term retirement savings oriented strategy.

So whether it is a systemic draw-down, whether it's the purchasing of an income annuity, whether it's the retaining the money within the plan to – and many times experience a lower overall administrative cost and investment management fee, there are so many different choices for that participant to make, which really now ties us back to the DOL.

We've got to be in a position where we can have a substantive conversation with someone nearing retirement on what their options are. And to-date, as you know, we've been quite successful in retaining about 50% of those assets because of our ability to have that information and have those conversations..

Thank you. Now I have two final ones. M&A is clearly the topic of the day perhaps. As we look at look at the group business, Larry, Dan, what StanCorp went for (46:10), obviously your group business is doing very well. But it's not necessarily core to your retirement business.

Does this give you pause to sort of rethink that? With that, is there any update perhaps you could share on where your largest shareholder stands in terms of Nippon Life? And then one other one for Larry. With respect to retirement at Principal, is it mandatory at 65? I appreciate you're sort of within a year of this now..

Okay. Thanks, Colin..

It's got to be asked at some point, Larry, I know..

Yeah, yeah. And the company might be the better for it, Colin. We'll see. With respect to the group business, again, appreciate your question. I would say the group business is really is strategic for us and offers a lot of really competitive advantages for us. It certainly continues to introduce us to a lot of brokers.

It's very key for small-medium business, which is really the heart of our strategy. And probably as important in an element we don't necessarily give as much commentary about is, as I said in my comments, it is a great diversifier.

And so from an overall company perspective, the quarter-by-quarter stability and the fact that the things that drive the group insurance business are not the things that drive fee-based businesses, we think is a real advantage for the company. So I know the board is very happy with how that business has been run.

We have a tremendous team there led by Deanna Strable, and of course Dan as well. And I foresee us continuing to grow our market share in the group business and in the voluntary business. With respect to Nippon Life, I mean, they have been a large share – they've been a meaningful shareholder, but that's a 25-year relationship.

And so it really just reflects a long-term view I think on their part and a good relationship between our two companies.

But at the end of the day, we are executing on businesses, the retirement business, the mutual fund business, the asset management businesses that are not really consistent with the businesses that Nippon Life has been in historically and continues to have an interest in, which is almost exclusively the insurance business.

So I would say that, in that sense, there isn't maybe as much carryover there as one might expect. Obviously our strategy is to remain independent. We've had a great track record since the period of time we've been public. Our board is very, very happy and supportive of our strategy and the execution.

With respect to retirement here at Principal, I think it is true that Larry is the only one, I believe, that is – that has a retirement age of 65. So I think it doesn't apply generally, but I believe the way our bylaws are constituted, the CEO is required to retire at 65.

Now I suppose, like all things, that could be subject to change, but I don't expect it. The one thing I'm proudest about of this company is the very strong, very deep bench and talent that we have here. And just as Barry and Dave Drury and Dave Hurd, who were strong CEOs in their time and hopefully Larry's done a decent job.

The ones that'll come after Larry will do an equally and probably even better job than that. So that's not anything I stay awake at night and worry about..

Thank you. And I think they'll have a tough act to follow, but thanks..

Okay, Colin. Appreciate the words..

Your next question is from the line of Seth Weiss with Bank of America..

Hi, thanks for taking the question. I'd like to follow up on the theme of the Department of Labor and maybe specifically more so related to the seller's carve-out and the platform provider carve-out.

I understand this is a fluid situation in terms of how the rules develop, but as written, what's your interpretation of the platform carve-out and how much of the business, particularly in the small case might apply to that exemption?.

Seth, this is Larry. I'll just have Dan comment on that..

Yeah, Seth. Thanks for the question. And frankly, I think again, it's way too early to speculate. There's a lot of ground to still cover, not just about the carve-out but the balance of the regs that have been presented. And so when I think about this topic, I really start at the top and think about the DOL.

They don't want to see workplace retirements to go away. There's no question in my mind about that. The second is if you look at the workplace retirement savings in the past, there's $22.5 trillion that's now been saved in the public and the private sector between DB and DC.

Of that, $15 billion is defined contribution and IRAs, rollover IRAs for the most part, that's $15 trillion that have been saved in a voluntary system primarily through the workplace. You can look at the last few years, there's better plan designs that should improve coverage and adequacy.

Advisors clearly have contributed in a meaningful way to the success of the workplace retirement plans as we know them today. And the reality is the average American worker needs advice and guidance and left to their own devices that are somehow relying purely on technology as a way to save for retirement, it won't get it done.

So whether it's the carve-out exemption or half a dozen of the other provisions within the proposed regulations, I think we have very good facts to back up the position that what we have today is working quite well. I think about – just in the case of the smaller plans, they're probably in the greatest need for the advisor.

And in the greatest need for a company representative to come out and appropriately design a plan.

And so to the extent that the decision-making, and I would tell you today the vast majority of the decisions for large, medium, and small plans, they bifurcate very much their decision based upon the record keeping administrative services and then separately from the investments.

And no doubt the DOL will ultimately and again if you read Secretary Perez's comments from his testimony earlier this week, he wants to work with industry. He wants to find ways to do this.

And so when it gets down to the investment options, clear, adequate disclosure as we have in the past, transparency about the fees, transparency about of the mechanics of these plans, I think will allow us to end up with a set of final regs that won't significantly disrupt the way in which advisors and a company like Principal currently provide plan services to small employers.

Hopefully that helps..

That does. And if I could just follow up on the topics of proprietary products, and I appreciate the commentary in terms of leading performance of Principal products and appropriateness of those suggestions.

Just to be explicit about it, as currently sold, do agents – are agents' compensation directly tied to the uptake of proprietary products or is it completely independent of uptake of Principal's products among plan participants?.

It's levelized commissions. It doesn't differentiate..

It's levelized commissions and proprietary or other assets are not a factor in terms of any compensation for the financial advisor..

I would say, Seth, to this point, and I appreciate the question, we're winning investment mandates because we got 91% of our investment options in the top two quartile rankings of Morningstar, that is just lights out performance for five year. One and three year kind of in that 87% plus.

And, again, I can't emphasize enough, we've been in an open architecture choice environment for a decade. And employers know that, participants know that, and certainly the advisors know that. So, again, I don't think there's any sort of – because Principal provided the record keeping administration, they "had to take the proprietary options".

They're separate decisions and, again, it's strong performance. And, frankly, strong performance across a broad set of asset classes made available. We've got 100% of our target date series in the top two quartiles. And, again, that's going to capture about a one-third of the assets.

So, it will be open architecture, it's going to continue to be competitive. And even with the DOL, we'll have to continue to adequately represent the product for what the cost is and what the performance is..

Great. Appreciate the comments..

Thanks, Seth..

Your next question is from the line of Suneet Kamath with UBS..

Thanks. Good morning. Just wanted to start on the share repurchase program and just the way that you guys talk about capital deployment.

So, the $150 million board authorization, so that is what you are committing to do in 2015?.

We don't have any fixed period on that, Suneet. So, as we said in the opening comments, we are or have in the third quarter repurchased a very modest amount of shares with respect to that part of the authorization.

But our strategies are always kind of open-ended with respect to that and it's very situational based on what we think is the most effective use of the capital at the time we put it to work..

Okay, got it.

And then when we think about the benefit event that you talked about with respect to the FSA business and 401(k) rollovers, what – and maybe you answered this and I just missed it, but what percentage of the money in motion at those events goes into either a Principal Fund or a Principal Annuity, be it fixed or variable?.

I think what you're asking there, Suneet, is kind of what percentage – so, again, we retain about 50% of assets at benefit event. And then part of that question is how much of it ultimately, I think, finds its way into, I will say a rollover IRA at Principal where it might go into an individual annuity or a mutual fund.

As a respect of – again, one of the very popular options is what we called the personal retirement account, where the person simply continues to leave their assets invested as they were often prior to retirement. And their sort of account is walled off in terms of personal retirement account.

And that is the single most popular choice at benefit event. And then they can make subsequent decisions on that.

So, Dan, comments on how much is PRA versus goes into other retail products?.

It's about half and half..

About half and half..

Got it. Okay. And then just the last thing for Terry on the increase in annuity earnings run rate. I think if I think back to what prior guidance was it looks like maybe a 10% increase midpoint to midpoint. Account value growth has been much lower than that, 10% I think it's been more like 2%.

So is there anything going on there that's giving you the confidence to raise your earnings guidance, especially given the interest rate environment remains challenging?.

Suneet, there's three different types of businesses within our Individual Annuity. You have the variable business that we sell through our proprietary network. We also have immediate or income annuities that we sell through a couple of different channels and then the fixed deferred annuity is also sold through bank channels.

Now that fixed deferred annuity you're seeing spread compression in that, and so that's really been kind of a drag on operating earnings over the last few years. And it's really declined from probably closer to 60% to 70% of the account value. Now it's down in that 40% range. You're seeing a growth in the variable at a bigger pace.

Now, that variable annuity is, again, it's probably closer to 45% of the account value, and probably closer to 50% of the earnings of that business. And that's growing at a little bit faster pace as well.

Now, the third piece that I mentioned was the income annuities, and we've had a pretty nice, steady run on that business again; and that business, albeit, it's only probably around 10% of the account values and maybe 15% of the earnings. But those two, income and variable annuities, are growing faster than the fixed deferred annuity piece.

And that's why we're seeing a little bit more of an uptick in that run rate for that business. Albeit, this quarter, we did have some strong variable investment income that we had called out, so that's why we thought that $32 million to $36 million is a good run rate for that business. Hope that helps..

Yeah, it does. Thanks..

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

Thanks, everybody, for joining us for the call today. We're very, very pleased with our performance in second quarter, and frankly, our performance over the recent quarters and certainly in 2015. And we look forward to continuing that business momentum going forward. So thanks again for listening. Hope everybody has a great day..

Thank you for participating in today's conference call. This call will be available for replay beginning at approximately 1:00 P.M. Eastern Time until the end of the day, July 31, 2015. 71099087 is the access code for the replay. The number to dial for the replay is 855-859-2056 for U.S. and Canadian callers or 404-537-3406 for International callers..