PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-02-17

Reporting Person: MCCAUGHAN JAMES P (President - Global Asset Mgmt.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	M	6586	$27.48	Acquired	157455	Direct
2012-02-17	Common Stock	S	6586	$27.52	Disposed	150869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Employee Stock Option (right to buy)	$27.48	M	6586	Acquired	2012-04-29	Common Stock (6586)	Direct

Footnotes

F1: Pursuant to a 10b5-1 plan adopted February 19, 2011.

F2: Includes 5,815 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.