8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  September 21, 2012

(Date of earliest event reported)

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-16725	42-1520346
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

711 High Street, Des Moines, Iowa 50392

(Address of principal executive offices)

(515) 247-5111

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

The slide attached hereto as Exhibit 99, and incorporated herein by reference, was presented at Principal Financial Group, Inc.’s Investor Day on September 21, 2012 and may be used by the company in various other presentations to investors.  This information is furnished and not filed pursuant to instruction B.2 of Form 8-K.

Item 7.01Regulation FD Disclosure

The slide attached hereto as Exhibit 99, and incorporated herein by reference, was presented at Principal Financial Group, Inc.’s Investor Day on September 21, 2012 and may be used by the company in various other presentations to investors.  This information is furnished and not filed pursuant to Instruction B.2 of Form 8-K.

Item 9.01Financial Statements and Exhibits

Exhibit 99Additional slide addressing third quarter actuarial assumption reviews presented at Principal Financial Group, Inc.’s Investor Day on September 21, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PRINCIPAL FINANCIAL GROUP, INC.
		By:	/s/ John Egan
		Name:	John Egan
		Title:	Vice President — Investor Relations
Date:	September 21, 2012

2

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
99	Additional slide addressing third quarter actuarial assumption reviews presented at Principal Financial Group, Inc.’s Investor Day on September 21, 2012

3

EX-99

Exhibit 99

3Q 2012 Actuarial Assumption Review Key takeaways: Estimated result of actuarial review is a net negative after-tax impact to total company operating earnings of $70-$90 million (non-cash charge). Approximately $100 million after-tax gain net of contribution to Principal Foundation from Catalyst sale (cash gain). No change to our capital plans. Summary of 3Q12 actuarial assumption updates: 1. Interest rates ($60-$70 million impact) Lowered long-term interest rate assumption by 50 bps Model enhancements better reflect current low interest rate environment 2. Other miscellaneous assumptions ($10-$20 million impact) Deposits and lapses in Principal International – Mexico Modeling refinements in Individual Life Deposits and lapse in Full Service Accumulation