PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2015

May 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2015-05-07

Reporting Person: Tallett Elizabeth E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-07	Phantom Stock Units	$	A	4.8	Acquired		Common Stock (4.8)	Direct

Footnotes

F1: The units convert to common stock on a one-for-one basis.

F2: 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.