SecProbe.io

September 5, 201 2

Via E -mail
Terrance J. Lillis
Senior Vice President and Chief Financial Officer
Principal Financial Group, Inc.
711 High Street
Des Moines, I A 50392

Re: Principal Financial Group, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2011
 Filed February  15, 2012
 File No. 001-16725

Dear M r. Lillis :

We have limited our review of your filing to only your financial statements and related
disclosures and do not intend to expand our review to other portions of your document.  In our
comment s, we ask you to provide us with information so we may better unde rstand your
disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you  do not
believe a commen t applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Item 1A.  Risk Factors
Changes in interest rates or credit spreads may adversely affect our results of operations,
financial condition and liquidity, and our net income can vary from period -to-period , page 18

1. Please provide us proposed dis closure to be included, in MD&A, in future periodic
reports that discloses the expected effects of this known trend or uncertainty on your
future financial position, results of operations and cash flows. To the extent that
information about the amount you expect to have to reinvest new cash flows or to
reinvest at lower rates, or information about the amount of products you are committed at
guaranteed rates is necessary to understand these effects, please include these amounts
and their effects in your prop osed disclosure to the extent known.

Terrance J. Lillis
Principal Financial Group, Inc.
September 5, 2012
Page 2

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk, page 77

2. You state that you use interest rate collars to manage interest rate risk related to
guaranteed  minimum interest rate liabilities in your individual annuities contracts.  Please
provide us proposed disclosure to be included in future periodic reports that quantifies the
guaranteed minimum interest rates .  To the extent that information about the amo unt of
products you are committed at guaranteed rates is necessary to understand the effects on
your future financial position, results of operations and cash flows, please include this
information in your proposed disclosure to the extent known.

Notes to Consolidated Financial Statements
10. Income Taxes , page 132

3. Tell us why you do not disaggregate deferred income tax expense into U.S. federal and
State /foreign .  Refer to Rule 4 -08(h) of Regulation S -X.

4. Please provide us proposed disclosure to be inc luded in future periodic filings to present
your income before taxes separately for domestic and foreign operations in accordance
with Rule 4 -08(h) of Regulation S -X.

5. You state “It is not practical  to determine the amount of the unrecognized deferred tax
liability that would arise if these earnings were remitted due to foreign tax credits and
exclusions that may become available at the time of remittance.”  Please provide
proposed revisions to your disclosure to be included in future periodic reports that
complies with ASC 740 -30-50-2c, which requires disclosure of the amount of
unrecognized deferred tax liability, if practicable, or a statement that determination is not
practicable .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a compan y’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comment as a defense in any proceeding initia ted by the
Commission or any person under the federal securities laws of the United States.

Terrance J. Lillis
Principal Financial Group, Inc.
September 5, 2012
Page 3

 You may contact Tabatha Akins, Staff Accountant, at (202) 551 -3658 or Lisa Vanjoske ,
Assistan t Chief  Accounta nt, at (202) 551 -3614 if you have any questions regarding the
comment s.  In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant