PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-02-01

Reporting Person: Houston Daniel Joseph (Pres.-Ret., Ins. & Fin. Svcs.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	13515	$27.48	Acquired	121121	Direct
2012-02-01	Common Stock	S	13515	$28.00	Disposed	107506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Employee Stock Option (right to buy)	$27.48	M	13515	Disposed	2012-04-29	Common Stock (13515)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2586	Indirect

Footnotes

F1: Pursuant to a 10b5-1 plan adopted November 19, 2010, and amended November 22, 2011.