PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2011

Dec 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2011-12-02

Reporting Person: SORENSEN NORMAN R (Pres-Int'l Asset Mgmt & Accum.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-02	Common Stock	A	732	—	Acquired	54018	Direct
2011-12-02	Common Stock	A	134	$24.89	Acquired	54152	Direct
2011-12-02	Common Stock	A	230	$24.30	Acquired	54382	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-02	Performance Units	$	A	220	Acquired		Common Stock (220)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3136	Indirect

Footnotes

F1: Grant of restricted stock units.

F2: Includes 6,995 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: Security converts to common stock on a one-for-one basis.

F4: The reported performance units were acquired pursuant to the Principal Financial Group Long-Term Performance Plan. Units under the Plan will be settled in cash or stock within a five-year period from the date of vesting.