PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2012-12-28

Reporting Person: DAN MICHAEL T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	A	161	—	Acquired	21674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Phantom Stock Units	$	A	35.9	Acquired		Common Stock (35.9)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect

Footnotes

F1: Grant of restricted stock units.

F2: The units convert to common stock on a one-for-one basis.

F3: The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and will be settled on the reporting person's retirement.