8-K

UNITED STATES
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 (Date of earliest event reported): October 9, 2012 (October 5, 2012)

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State of incorporation) 1-16725
(Commission File Number) 42-1520346
(IRS Employer Identification No.)

711 High Street, Des Moines, Iowa 50392

(Address of principal executive offices)

(Zip Code)

(515) 247-5111

(Registrant’s telephone number)

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 1.01.  Entry into a Material Definitive Contract

On October 5, 2012, Principal Financial Services, Inc., a Delaware corporation (“Principal”) and a wholly owned subsidiary of Principal Financial Group, Inc. (the “Company”), entered into a Sale and Purchase Promise Agreement (the “Agreement”) with Empresas Penta S.A., a Chilean private corporation (“PENTA”), and Inversiones Banpenta Limitada, a Chilean limited liability company (“BANPENTA” and, together with PENTA, the “Sellers”).  Pursuant to the Agreement, and subject to the conditions set forth therein, (i) Principal has agreed to launch a tender offer (the “Offer”) for up to 100% of the common voting shares (“shares”) of Administradora de Fondos de Pensiones Cuprum S.A., a Chilean public corporation (“Cuprum”), and (ii) the Sellers have agreed to tender all of the shares of Cuprum owned by the Sellers, representing approximately 63.44% of Cuprum’s total outstanding shares, into such offer for an aggregate price to be paid to the Sellers equal to UF 20.0 million (US$957.9 million) (the “Price”), subject to adjustment as described below.  The price per share to be paid pursuant to the Offer will be equal to the Price divided by the number of outstanding Cuprum shares owned by the Sellers.  If 100% of the outstanding Cuprum shares are tendered into the Offer, the total price to be paid by Principal will be UF 31.6 million (US$1,510.0 million).  The Price is subject to adjustment based on Cuprum’s debt outstanding at the end of the month preceding the launch of the Offer.  In addition, as further described below, the Price will be increased if certain closing conditions are not satisfied by January 13, 2013.

Cuprum, a leading pension manager in Chile, has approximately US$32.13 billion of assets under management.  Cuprum products include mandatory employee-funded pension plans (AFP), voluntary pension products (APV), and other long-term savings products.

Each of Principal and the Sellers has made customary representations and warranties and has agreed to customary covenants in the Agreement.  The closing of the Offer is subject to (i) the absence of a judicial resolution issued by a competent court or government authority that prohibits the closing from occurring (such condition, the “Governmental Resolution Condition”), (ii) receipt of the approval of the Chilean regulatory agency for pension funds (Superintendencia de Pensiones) (the “SP Approval”) and (iii) other customary conditions to closing, including the granting of an irrevocable commercial power of attorney by the Sellers, pursuant to which each of the Sellers will agree to accept the Offer with respect to its shares of Cuprum.  The obligations of Principal to consummate the Offer are not subject to the availability of financing.

If the Governmental Resolution Condition is not met or the SP Approval is not obtained on or before January 13, 2013, from January 14, 2013 to the later of the date on which the Governmental Resolution Condition is met and the SP Approval is obtained, the Price will be increased by UF 4,400 per day.

If the SP Approval is not obtained within 180 days following the date of the Agreement and all other conditions precedent have been met, either Principal or the Sellers may terminate the Agreement, in which case Principal will be required to pay to the Sellers a termination fee in the amount of (i) 10% of the Price if the agreement is terminated by Principal and (ii) 7% of the Price if the Agreement is terminated by either Seller, provided that the term of 180 days referred to above shall be suspended (but not beyond 270 days following the date of the Agreement), for any period during which the Governmental Resolution Condition does not exist.

If (i) the SP Approval is not obtained as a consequence of the breach by Principal of its obligations under the Agreement; (ii) Principal fails to publish the notice of commencement of the Offer in at least two Chilean newspapers with national circulation, informing of the commencement of the Offer’s effect, as provided under Chilean securities law; or (iii) in case of a successful Offer, Principal (A) does not publish the notice of the result of the Offer required under Chilean securities law or fully and promptly comply with any of the requirements of the Offer, or (B) does not pay the Sellers the Price on the date of closing, then Principal will be required to pay to the Sellers a fee in the amount of 15% of the Price.  Such fee does not constitute liquidated damages and Sellers will continue to be able to seek specific performance to enforce the terms of the Agreement notwithstanding the payment of such fee.

Principal and the Sellers have agreed to indemnify each other for losses arising from breaches of the representations, warranties and covenants of the Agreement, subject to specified limitations.

For convenience, certain amounts in this report have been translated from Chilean UF into U.S. dollars using an exchange rate of UF 1.00 to US$47.85, based on the Chilean UF/Chilean Peso exchange rate as reported by the Central Bank of Chile and the Chilean Peso/U.S. dollar exchange rate as reported by International Data Corporation, each on October 5, 2012.

2

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release issued on October 8, 2012 (the “Press Release”) announcing the entry into the Agreement is furnished as Exhibit 99.1 hereto.  A copy of the Company’s slides presented at the Company’s October 8, 2012 investor call relating to the Agreement is furnished as Exhibit 99.2 hereto.  The Press Release and the slide presentation are furnished and not filed pursuant to Instruction B.2 of Form 8-K.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements, including, without limitation, statements as to operating earnings, net income available to common stockholders, net cash flows, realized and unrealized gains and losses, capital and liquidity positions, sales and earnings trends, and management’s beliefs, expectations, goals and opinions. The Company does not undertake to update these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the Company may not be those anticipated, and actual results may differ materially from the results anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2011, and in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012, filed by the Company with the Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings. These risks and uncertainties include, without limitation: adverse capital and credit market conditions may significantly affect the Company’s ability to meet liquidity needs, access to capital and cost of capital; continued difficult conditions in the global capital markets and the economy generally; continued volatility or further declines in the equity markets; changes in interest rates or credit spreads; the Company’s investment portfolio is subject to several risks that may diminish the value of its invested assets and the investment returns credited to customers; the Company’s valuation of securities may include methodologies, estimations and assumptions that are subject to differing interpretations; the determination of the amount of allowances and impairments taken on the Company’s investments requires estimations and assumptions that are subject to differing interpretations; gross unrealized losses may be realized or result in future impairments; competition from companies that may have greater financial resources, broader arrays of products, higher ratings and stronger financial performance; a downgrade in the Company’s financial strength or credit ratings; inability to attract and retain sales representatives and develop new distribution sources; international business risks; the Company’s actual experience could differ significantly from its pricing and reserving assumptions; the Company’s ability to pay stockholder dividends and meet its obligations may be constrained by the limitations on dividends or distributions Iowa insurance laws impose on Principal Life; the pattern of amortizing the Company’s DPAC and other actuarial balances on its universal life-type insurance contracts, participating life insurance policies and certain investment contracts may change; the Company may need to fund deficiencies in its “Closed Block” assets that support participating ordinary life insurance policies that had a dividend scale in force at the time of Principal Life’s 1998 conversion into a stock life insurance Company; the Company’s reinsurers could default on their obligations or increase their rates; risks arising from the Company’s ability to obtain regulatory approval and consummate the acquisition of Cuprum and from other acquisitions of businesses; changes in laws, regulations or accounting standards; a computer system failure or security breach could disrupt the Company’s business, and damage its reputation; results of litigation and regulatory investigations; from time to time the Company may become subject to tax audits, tax litigation or similar proceedings, and as a result it may owe additional taxes, interest and penalties in amounts that may be material; fluctuations in foreign currency exchange rates; and applicable laws and the Company’s stockholder rights plan, certificate of incorporation and by-laws may discourage takeovers and business combinations that some stockholders might consider in their best interests.

Item 9.01 Financial Statements and Exhibits

Exhibit
Number	Description
99.1	Press Release, dated October 8, 2012
99.2	Slide presentation, presented by the Company at its investor call on October 8, 2012

3

SIGNATURES

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 hereunto duly authorized.

	Principal Financial Group, Inc.
	By:	/s/ Joyce N. Hoffman
	Name:	Joyce N. Hoffman
	Title:	Senior Vice President and Corporate Secretary
Date: October 9, 2012

4

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated October 8, 2012
99.2	Slide presentation, presented by the Company at its investor call on October 8, 2012

5

EX-99.1

Exhibit 99.1

RELEASE:	On Receipt, Oct. 8, 2012
MEDIA CONTACT:	Susan Houser, 515-248-2268, houser.susan@principal.com
INVESTOR CONTACT:	John Egan, 515-235-9500, egan.john@principal.com

Principal Financial Group to acquire Cuprum, the premier Chilean AFP pension company

(Des Moines, Iowa) —Principal Financial Group, Inc. (NYSE:PFG), a global investment management leader, announced today that it has signed a definitive agreement to acquire AFP Cuprum S.A. (Cuprum).  The agreement requires Empresas Penta S.A. and Inversiones Banpenta Limitada to sell their 63 percent ownership in Cuprum pursuant to a public tender offer that will also include the remaining 37 percent of publicly traded shares.  This action, combined with its current business in Brazil, Chile and Mexico, will give The Principal® an even larger presence in faster growing emerging markets.

Based on current exchange rates, the purchase price for 100 percent of the company is approximately USD$1.51 billion, subject to adjustments for pre-closing dividends.  Pending Chilean regulatory approval and the fulfillment of other conditions, the transaction is expected to close in first quarter 2013 and be immediately accretive to EPS and ROE.

Cuprum, a leading pension manager in Chile, has approximately USD$32.1 billion of assets under management(1).  Cuprum products include mandatory employee-funded pension plans, voluntary pension products (APV), and other long-term savings products. The Chilean pension market has consistently grown at double-digit rates driven by a large and expanding middle class, stable economic growth and robust growth in voluntary pension products.

“The acquisition of Cuprum, combined with Principal International’s current success in the Chilean annuity, mutual fund and voluntary pension markets, will generate accelerated growth because of our ability to now offer customers in Chile an unmatched line-up of pension savings and retirement income solutions — from hire through retire,” said Luis Valdes, president and CEO of Principal International.  “Cuprum has a strong leadership position in the Chilean pension market with the highest increase in market share among high value customers.  We’re excited to bring them into our global investment management family, provide greater opportunities for customers and employees, and together contribute to long-term growth. ”

(1)  As of June 30, 2012

According to Larry D. Zimpleman, chairman, president and chief executive officer of The Principal Financial Group®, “This acquisition continues our effort to find targeted, strategic acquisitions that strengthen our competitive position in the most attractive emerging retirement and long-term savings markets.  Cuprum represents the sixth such transaction in the past two years and adds meaningfully to our fee-based earnings, giving us continued financial flexibility.”

Lazard acted as financial advisor to The Principal on the transaction. Cariola, Díez, Pérez-Cotapos and Debevoise & Plimpton acted as legal counsel to The Principal.

Conference Call

Members of Principal Financial Group senior management will host a conference call on Monday, Oct. 8, 2012, at 5 p.m. EDT, to discuss the company’s acquisition with the investment community. Investor slides to accompany the call are available for download on the company’s Investor Relations website at www.principal.com/investor.

·Via live Internet webcast. Please go to www.principal.com/investor at least 10-15 minutes prior to the start of the call to register, and to download and install any necessary audio software.

·Via telephone by dialing 800-374-1609 (U.S. and Canadian callers) or 706-643-7701 (International callers) approximately 10 minutes prior to the start of the call. The access code is 39229973.

·Replay of the call via telephone is available by dialing 855-859-2056 (U.S. and Canadian callers) or 404-537-3406 (International callers). The access code is 39229973. This replay will be available approximately two hours after the completion of the live call through the end of day Oct. 15, 2012.

·Replay of the call via webcast as well as a transcript will be available after the call at: www.principal.com/investor.

Forward looking and cautionary statements

This press release contains forward-looking statements, including, without limitation, statements as to operating earnings, net income available to common stockholders, net cash flows, realized and unrealized gains and losses, capital and liquidity positions, sales and earnings trends, and management’s beliefs, expectations, goals and opinions. The company does not undertake to update these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the company may not be those anticipated, and actual results may differ materially from the results

anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the company’s annual report on Form 10-K for the year ended Dec. 31, 2011, and in the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012, filed by the company with the Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings. These risks and uncertainties include, without limitation: adverse capital and credit market conditions may significantly affect the company’s ability to meet liquidity needs, access to capital and cost of capital; continued difficult conditions in the global capital markets and the economy generally; continued volatility or further declines in the equity markets; changes in interest rates or credit spreads; the company’s investment portfolio is subject to several risks that may diminish the value of its invested assets and the investment returns credited to customers; the company’s valuation of securities may include methodologies, estimations and assumptions that are subject to differing interpretations; the determination of the amount of allowances and impairments taken on the company’s investments requires estimations and assumptions that are subject to differing interpretations; gross unrealized losses may be realized or result in future impairments; competition from companies that may have greater financial resources, broader arrays of products, higher ratings and stronger financial performance; a downgrade in the company’s financial strength or credit ratings; inability to attract and retain sales representatives and develop new distribution sources; international business risks; the company’s actual experience could differ significantly from its pricing and reserving assumptions; the company’s ability to pay stockholder dividends and meet its obligations may be constrained by the limitations on dividends or distributions Iowa insurance laws impose on Principal Life; the pattern of amortizing the company’s DPAC and other actuarial balances on its universal life-type insurance contracts, participating life insurance policies and certain investment contracts may change; the company may need to fund deficiencies in its “Closed Block” assets that support participating ordinary life insurance policies that had a dividend scale in force at the time of Principal Life’s 1998 conversion into a stock life insurance company; the company’s reinsurers could default on their obligations or increase their rates; risks arising the company’s ability to obtain regulatory approval and consummate the acquisition of A.F.P. Cuprum S.A. and from other acquisitions of businesses; changes in laws, regulations or accounting standards; a computer system failure or security breach could disrupt the company’s business, and damage its reputation; results of litigation and regulatory investigations; from time to time the company may become subject to tax audits, tax litigation or similar proceedings, and as a result it may owe additional taxes, interest and penalties in amounts that may be material; fluctuations in foreign currency exchange rates; and applicable laws and the company’s stockholder rights plan, certificate of incorporation and by-laws may discourage takeovers and business combinations that some stockholders might consider in their best interests.

About the Principal Financial Group

The Principal Financial GroupÒ(The Principal ®) is a global investment management leader including retirement services, insurance solutions and asset management. The Principal offers businesses, individuals and institutional clients a wide range of financial products and services, including retirement, asset management and insurance through its diverse family of financial services companies. Founded in 1879 and a member of the FORTUNE 500®, the Principal Financial Group has $367.1 billion in assets under management and serves some 18.2 million

customers worldwide(2) from offices in Asia, Australia, Europe, Latin America and the United States. Principal Financial Group, Inc. is traded on the New York Stock Exchange under the ticker symbol PFG. For more information, visit www.principal.com.

About AFP Cuprum

AFP Cuprum is a publicly traded, leading Chilean pension company with $32.1 billion in assets under management.(3)  Their products include mandatory defined contribution pensions (AFP), voluntary pensions, non-tax preferenced voluntary savings (CAV) and account drawdown at retirement (RP). Based in Santiago, Chile, the company has more than 1,100 employees and distributes products from 32 branches in Chile, with 3 branches located in Santiago.

#

(2)  As of June 30, 2012

(3)  As of June 30, 2012

EX-99.2

Exhibit 99.2

Principal Financial Group® Cuprum Acquisition Announcement October 8, 2012

FORWARD LOOKING STATEMENTS Certain statements made by the company which are not historical facts may be considered forward-looking statements, including, without limitation, statements as to operating earnings, net income available to common stockholders, net cash flows, realized and unrealized gains and losses, capital and liquidity positions, sales and earnings trends, market growth, and management's beliefs, expectations, goals and opinions. The company does not undertake to update these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the company may not be those anticipated, and actual results may differ materially from the results anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the company's annual report on Form 10-K for the year ended Dec. 31, 2011, and in the company’s quarterly report on Form 10-Q for quarter ended June 30, 2012, filed by the company with the Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings. These risks and uncertainties include, without limitation:  adverse capital and credit market conditions may significantly affect the company’s ability to meet liquidity needs, access to capital and cost of capital; continued difficult conditions in the global capital markets and the economy generally; continued volatility or further declines in the equity markets; changes in interest rates or credit spreads; the company’s investment portfolio is subject to several risks that may diminish the value of its invested assets and the investment returns credited to customers; the company’s valuation of securities may include methodologies, estimations and assumptions that are subject to differing interpretations; the determination of the amount of allowances and impairments taken on the company’s investments requires estimations and assumptions that are subject to differing interpretations; gross unrealized losses may be realized or result in future impairments;  competition from companies that may have greater financial resources, broader arrays of products, higher ratings and stronger financial performance; a downgrade in the company’s financial strength or credit ratings; inability to attract and retain sales representatives and develop new distribution sources; international business risks; the company’s actual experience could differ significantly from its pricing and reserving assumptions; the company’s ability to pay stockholder dividends and meet its obligations may be constrained by the limitations on dividends or distributions Iowa insurance laws impose on Principal Life; the pattern of amortizing the company’s DPAC and other actuarial balances on its universal life-type insurance contracts, participating life insurance policies and certain investment contracts may change; the company may need to fund deficiencies in its “Closed Block” assets that support participating ordinary life insurance policies that had a dividend scale in force at the time of Principal Life’s 1998 conversion into a stock life insurance company; the company’s reinsurers could default on their obligations or increase their rates; risks arising from the company’s ability to obtain regulatory approval and consummate the acquisition of AFP Cuprum S.A. and from other acquisitions of businesses; changes in laws, regulations or accounting standards; a computer system failure or security breach could disrupt the company’s business, and damage its reputation; results of litigation and regulatory investigations; from time to time the company may become subject to tax audits, tax litigation or similar proceedings, and as a result it may owe additional taxes, interest and penalties in amounts that may be material; fluctuations in foreign currency exchange rates; and applicable laws and the company’s stockholder rights plan, certificate of incorporation and by-laws may discourage takeovers and business combinations that some stockholders might consider in their best interests.  2 Posted on PFG website on 10/8/2012

Transaction Highlights The Principal ® has signed a definitive agreement to acquire AFP Cuprum S.A..  The agreement requires Empresas Penta S.A. and Inversiones Banpenta Limitada (private Chilean holding company) to sell their 63% share ownership in Cuprum pursuant to a public tender offer, that will also include the remaining 37% of publicly traded shares. Cuprum is a leading provider of mandatory and voluntary pension products in Chile Transaction is expected to close first quarter 2013, upon receipt of customary regulatory approval in Chile Purchase price will be paid in local currency Based on current exchange rates(a) purchase price for 100% of Cuprum is approximately $1.51B, subject to adjustment for pre-closing dividends (a) See appendix for exchange rates. 3 Posted on PFG website on 10/8/2012

Cuprum:  A Compelling Transaction Accelerates execution of our stated strategy Acquisition of a marquee franchise in a high-growth market Solidifies our position as a leading pension and retirement services specialist in Latin America with a unique “Pensions Inc.” platform (from hire through retire) Business that The Principal knows how to manage and integrate Attractive financial returns including enhanced growth and immediate accretion to EPS and ROE 4 Posted on PFG website on 10/8/2012

Accelerates Execution of Our Stated Strategy Posted on PFG website on 10/8/2012

Accelerating Our Strategy Opportunity Year Announced Achievement 2012(a) ü Complete offering in Chile with marquee pension and savings franchise Claritas 2012 ü Entry into Brazil mutual fund and asset management market Origin 2011 ü Enhance global equity investment capabilities Finisterre Capital 2011 ü Establish leadership in emerging markets fixed income investing HSBC Afore 2011 ü Solidify position as a leader in Mexican Afore market BrasilPrev 2010 ü 23 year extension of successful JV with Banco do Brasil (a)  Transaction pending. Emerged from financial crisis in a position of strength and flexibility Executing on our strategy to increase our global footprint and fee-based earnings 6 Posted on PFG website on 10/8/2012

Established and Targeted Presence in Emerging Markets Transaction is representative of our accelerated execution of focused expansion in defined contribution, retirement and related products in markets well known to The Principal Cuprum (2012) AUM of $32.1B Mandatory Pensions and Voluntary Pensions To be wholly owned Mexico (1993) Annuities, Mutual Funds, Pensions AUM of $9.9B Wholly owned Existing Chile (1995) Annuities, Mutual Funds, Pensions AUM of $5.2B Wholly owned Brazil (1999) Annuities, Pensions, Mutual Funds, Asset Management Brasilprev – a 25% owned joint venture with Banco do Brasil AUM of $30.6B Claritas – 60% indirectly owned mutual fund company AUM of $1.7B India (2000) Asset Management, Mutual Funds AUM of $0.6B 65% owned joint venture with Punjab National and Vijaya Banks Malaysia (2003) Conventional & Islamic Asset Management, Mutual Funds AUM of $8.7B CIMB-Principal – 40% owned joint venture with CIMB Group Singapore (2006) Asset Management AUM of $0.3B Wholly owned subsidiary of Malaysian JV Indonesia (2007) Asset Management, Mutual Funds AUM of $0.2B Wholly owned subsidiary of Malaysian JV Thailand (2010) Asset Management, Mutual Funds AUM of $0.7B Wholly owned subsidiary of Malaysian JV Hong Kong (1996) Asset Management, Mutual Funds, Pensions AUM of $2.7B Wholly owned China (2005) Asset Management, Mutual Funds AUM of $8.3B CCB-Principal – a 25% owned joint venture with China Construction Bank Note:  AUM as of 6/30/2012. 7 Posted on PFG website on 10/8/2012

Acquisition of Cuprum is in line with previously stated expansion strategy Pensions Mutual Funds Asset Mgmt Annuities Brazil Chile Mexico China Hong Kong India Malaysia/South East Asia = Where we have a product offering today = Targeted expansion Source:  Data from Cerulli includes Brazil, Chile, Mexico, China, Hong Kong, India and Malaysia. Our targeted markets represent a $3.5 trillion  opportunity Targeted Markets Going Deeper & Broader Into Existing Countries 8 Posted on PFG website on 10/8/2012

Principal International increases to 23% of pro forma operating earnings Increases diversification of earnings across markets, geographies and currencies Greater Diversification of  Earnings and Positioning for Growth Standalone – TTM 2Q 2012 Pro Forma – 2012 Operating Earnings by Business Segment Note:  Results exclude corporate segment. Pro Forma assumes any new debt issued will be reflected in corporate segment. TTM = trailing twelve months 9 Posted on PFG website on 10/8/2012

Acquisition of a Marquee Franchise in a High-Growth Market Posted on PFG website on 10/8/2012

AUM per Contributor ($) Cuprum: The Marquee Pension Franchise in Chile... Source:  Company information, Broker research, Superintendencia de Pensiones. Note:  All figures as at Q2 2012. “Customer” refers to mandatory pension account holders (in Chile also referred to as “affiliates”). Top Mandatory Pensions Provider in Chile Mandatory pension (#4 by AUM, $30.3b; #4 by total number of customers) Voluntary pension ($1.3b) Voluntary non-pension (#1 by AUM, $0.5b) Highly effective distribution network 599 agents 32 branches (3 in Santiago) Best customer base in the industry #1 average monthly salary per customer in Latin America of $2,135 – 83% above Chilean average #1 average contributor balance (~$72,000) in Latin America #1 active contributor to customer ratio in the system (72% vs. 52%) #1 in net customer transfers Taxable Salary/ Contributor ($ per year) Annual Fee Income per Contributor ($) 11 Posted on PFG website on 10/8/2012

...With Leading Market Share Momentum Source:  Company information, Broker research, Superintendencia de Pensiones. Note:  All figures as at Q2 2012.  (a) Basis points change in percentage market share, by total AUM and by total customers. Market Share Gains Since June 2010 (bps)(a) By AUM By Customers Top 4 represent 97% of market share by AUM 12 Posted on PFG website on 10/8/2012

Uniquely Positioned Across Latin America as the High-Income Platform Source:  Company information, Broker research, Superintendencia de Pensiones. AUM per Customer vs. AUM AUM per Customer (US$ in 000’s) AUM (US$bn) $52,000 of AUM per customer $72,000 of AUM per actively contributing customer 13 Posted on PFG website on 10/8/2012 CuprumAFP Sura Habitat BBVA Planvital Profuturo (Mexico) (Mexico) Banamex Profuturo (Peru) Skandia 0 10 20 30 40 50 60 0 10 20 30 40 50 Chilean AFPs Other LatAm (Mexico) (Peru)

6 Months Ended June 30, 2012 Standalone Summary Financials ($millions) Observations Strong cash flow, low capital requirements  and high ROE business Fees primarily based on salary-based contributions/deposits, not AUM High margin business with scalable expense structure Limited regulatory capital requirements Simple Fee-Based Model with Strong Margins and Cash Flow Source:  Company information. (Chilean IFRS Accounting Basis) $ $ 14 Posted on PFG website on 10/8/2012 Fees and Other Revenue $105 Expenses ($39) Net Income Before Tax $65 Tax ($11) Net Income (6 Months) $54 % of Revenue 52% Assets Under Management $32,110 Total Assets on Balance Sheet 363 Standalone Shareholders' Equity 237

Attractive Industry in an Attractive Country Chile has a proven mandatory DC pension system System in place since 1981 Employees required to contribute a fixed percentage of their monthly salary Mandatory pension providers charge fees as a percentage of salary levels (not AUM based) Double digit growth business supported by fast-growing underlying Chilean economic growth and expansion of employee base covered by the system Recently expanded to include the self-employed Mandatory pensions providers best positioned to capture voluntary opportunity Cuprum is the best positioned among mandatory providers Well-Developed and Growing Pension Industry Growing Chilean Economy Chile has a growing, stable and highly rated economy Chile has significant financial assets (with a positive trade balance and $40bn of international reserves(a)) Chile is a leading Latin American economy with GDP of approximately $14,000 per capita(b) Strong credit outlook (S&P and Fitch rated A+; Moody’s rated Aa3) (c) Attractive economic growth prospects (both historical projected)  Chilean real annual GDP growth expected to exceed 4% annually for 2012-2014(b) Chilean average real GDP growth from 2001-2011 was 4.4%(b) Track record of sustainable emerging market growth with developed market stability (a) Source: Chilean Central Bank, as of September 2012. (b) Source: IMF, World Economic Outloook (April 2012). (c)  Based on Moody’s report published on 6/1/2012, S&P foreign currency sovereign rating as at 3/14/2012, and Fitch report published on 2/8/2012. Posted on PFG website on 10/8/2012 15

The Chilean Pensions System Has Experienced Exceptional Historical Growth Source:  Superintendencia de Pensiones (Chile), IMF World Economic Outlook. (a)  Real GDP growth of 4.4% plus inflation of 3.3%. Chilean AFP System AUM 1981 - June 2012 CAGR: 43.3% in CLP 32.0% in US$ Annual Growth Over Last 10 Years Chilean AFP AUM 11.7% Chilean Nominal GDP(a)                   7.7% 16 Posted on PFG website on 10/8/2012 AUM (Chilean Peso (CLP) bn)

Business 2010-2015E Pension Accumulation Brazil(a) Chile (mandatory)(b) Chile (voluntary)(a) Mexico(a) 14% 12% 14% 16% Mutual Funds(a) Chile Mexico  20% 17% Business 2010-2012E(b) Institutional Asset Mgmt Chile 12% Payout Annuities Brazil Chile  14% 10% (a) Source: Cerulli Quantitative Update: Global Markets 2011. (b) Source: Internal estimates. Fueled by Middle Class And Emerging Affluent Growth Strong Market Growth Expected for Chile and Principal’s Other Businesses in Latin America 17 Posted on PFG website on 10/8/2012

Solidifies Our Position as a Leading Pension and Retirement Services Specialist in Latin America Posted on PFG website on 10/8/2012

Entered Chile in 1995 Historically not a participant in mandatory pension market Leader in mutual fund, pension and savings products Leader in payout annuities Transaction Creates Enhanced Product Offering in the Chilean Market Combined Companies Are More Than Sum Of The Parts Leader in mandatory and voluntary pension market Highest quality affluent customer base in Latin America  Offering of complete full-service pension platform Proven and substantial proprietary distribution platform in Chile Leadership position in all channels—mandatory, voluntary and payout Part of Principal’s plan to build a “Pensions Inc.” platform and to increase footprint in Latin America + Chile 19 Posted on PFG website on 10/8/2012

Comprehensive Retirement Platform Together Principal Financial Chile and Cuprum completes the full spectrum of products for a comprehensive “hire through retire” approach to the market TOGETHER PRODUCTS: Mandatory Pension Voluntary Pensions: AFP Fund Based Mutual Fund Based Mutual Funds Payout Products: Annuities Based Structured Payout Life (Accumulation) DISTRIBUTION: Brokers & Independent Agents Retail Alliances Proprietary Sales Force Source: Company information. Chile 20 Posted on PFG website on 10/8/2012

CHILE MEXICO BRAZIL CORE PRODUCTS Mandatory pensions Voluntary, qualified individual retirement Voluntary, qualified group retirement Payout annuities Mutual funds Mandatory individual pre-retirement pension Retail mutual funds Defined Contribution accumulation products for individuals & employer groups Corporate DC plans Mutual funds AUM(a) $5.2bn + $32.1bn from Cuprum $9.9bn $32.3bn CUSTOMERS (a) 150k + 621k from Cuprum 4.0m 1.4m(b) RANKING / MARKET SHARE(a) #4 in mandatory pensions #1 in mandatory pensions for high income segment #1 in voluntary products Top 5 in annuities business #6 in Afore market by AUM (6.6%) (a) #5 in Afore market by customers (8.3%) (a) #3 by AUM (19.4%)(b) Principal in Latin America Source: Company information, CONSAR (National Commission for the Retirement Savings System), FENAPREVI (National Federation of Retirement and Life Insurance). Note: TTM = trailing twelve months as of 6/30/12. (a) As at 6/30/12. (b) Figures reflect BrasilPrev only. Latin America is a strategically important market for Principal With $80bn in pro forma AUM across Latin America, Principal is one of the largest pension specialists and asset managers in the region = Impact of Cuprum Acquisition 21 Posted on PFG website on 10/8/2012

Business that Principal Knows How to Manage and Integrate Posted on PFG website on 10/8/2012

Low Execution Risk Strength of Cuprum High quality franchise and management – not a turnaround story Stable underlying fee business with limited balance sheet exposure/requirements Majority of revenue base not directly tied to equity markets Principal’s Experience in Chile and Latin America Long-tenured senior management team with a track-record of successfully executing Latin American acquisitions Completed over 10 successful transactions in Latin America since the late 1990s Existing Latin America senior management team based in Chile Post-Acquisition Integration Seamless transition – business does not have to be extracted from another organization Near-term strategy in place for: Implementation of robust risk management framework of Principal Leveraging information technology systems Continue strong branding and customer and agent retention strategies Retention plans in place Strong cultural fit 23 Posted on PFG website on 10/8/2012

Latin America Asset Management M&A 1997 – BanRenta Compania de Seguros de Vida S.A. (Chile) 1998 – El Roble Cia (Chile, from Santander) 1999 – Andueza y Cia, Agentes de Mutuos Hipotecarios (Chile) 2002 – Zurich Afore S.A. de C.V. (Mexico) 2002 – Tanner Mutual Funds (Chile) 2003 – Genera Mutual Funds (Mexico) 2003 – Afore Tepeyac S.A. de C.V. (Mexico) 2011 – HSBC Afore S.A. de C.V. (Mexico) 2012 – Claritas Administração de Recursos Ltda. (Brazil) 2012 – Administradora de Fondos de Pensiones Cuprum S.A. (Chile) 2001 – Spectrum Asset Management 2002 – Benefit Consultants Inc. 2003 – MW Post 2004 – Dao Heng Fund Management (Hong Kong) 2005 – Columbus Circle Investors 2006 – Washington Mutual Funds/WM Advisors 2007 – Morley Financial Services Inc. 2011 – Finisterre Capital 2011 – Origin 2012 – Claritas Administração de Recursos Ltda. (Brazil) JVs 1999 – BrasilPrev JV 2010 – BrasilPrev JV extension 1999 – Principal Asset Mgmt Co (India) 2003 – CIMB-Principal (Malaysia) 2005 – CCB-Principal (China) 2008 – CIMB-Principal Islamic (Malaysia) Entered Market 1995 – Chile 1997 – Mexico 1999 – Brazil  The Principal management team has deep experience in successfully executing transactions in Latin America and the asset management industry Established Relevant Acquisition Experience Note: Bold denotes Chile transactions. 24 Posted on PFG website on 10/8/2012

Attractive Financial Returns Posted on PFG website on 10/8/2012

Attractive Financial and Value Proposition Transaction valuation of approximately 13x our estimated 2012 standalone net income(a) and approximately 12x our estimated 2013 standalone net income(a) Favorable valuation for a high growth business Attractive multiple relative to precedent transactions Transaction will be financed with a combination of excess capital and debt Expect current Moody’s and S&P ratings to be affirmed Expect to maintain long-term capital deployment strategy of balancing dividends, opportunistic share repurchases and strategic M&A Immediately accretive to both earnings per share and return on equity Mid-teens unlevered IRR to The Principal 26 (a) Chilean IFRS accounting basis Posted on PFG website on 10/8/2012

Financing Approach Hedging strategy between signing and closing Expect to raise part of required financing in Chilean currency Expect to implement hedging for remainder of purchase price between signing and closing Financing Source Potential Amounts ($bn) Excess Capital $0.4 Cash Proceeds from September 2012 U.S. Bond Issuance 0.6 Debt Issued and Assumed from Cuprum (U.S. or Chilean) 0.5 Total Purchase Price $1.5 27 Posted on PFG website on 10/8/2012

Financial Impact Source: Company information, Bloomberg (October 5, 2012). (a) Estimated useful life of 20 years with accelerated amortization. (b) Excludes one-time costs related to transaction expenses, retention and marketing (~$20mm after-tax). (c) Consensus EPS estimates for Principal are Bloomberg median estimates as of October 5, 2012: $3.30 for 2013E and $3.71 for 2014E. (d) Annualized impact. Posted on PFG website on 10/8/2012 28 2014E (Full Year Impact) 2013E (10 months impact) Estimated Standalone GAAP Net Income $109 Purchase Accounting and Other Adjustments (30) (a) Identifiable customer intangibles approximately 35% of excess purchase price Incremental Financing/Opportunity Cost (47) Net Income After Adjustments (Before One-Time Items) $31(b) $49 Accretion vs. Consensus EPS Estimates(c) ~3% Return on Equity Accretion + ~40 bps(d) ~5% + ~40 bps Illustrative example assumes: 03/01/2013 closing Debt financing in place Excludes one-time closing costs

Appendix Posted on PFG website on 10/8/2012

Exchange Rate Assumptions The exchange rates assumed herein are based on current spot rates as reported by the Central Bank of Chile at October 5th, 2012 USD/CLP rate of $1/CLP472.76 (Central Bank of Chile Dolar Observado) UF/CLP rate of UF1/CLP22,598.58 (Unidad de Fomento, an inflation-adjusted unit of measure) 30 Posted on PFG website on 10/8/2012