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		CORRESP

March 29, 2016

By EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attention:      Mr. Jim B. Rosenberg,

Senior Assistant Chief Accountant

Re:

 Principal Financial Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 10, 2016

File No. 001-16725

Dear Mr. Rosenberg:

On behalf of Principal Financial Group, Inc., this letter responds to the comments of the Division of Corporation Finance of the Securities and Exchange Commission contained in your letter dated March 15, 2016, concerning the company’s annual report on Form 10-K, referenced above.  In order to facilitate your review of our responses, we have repeated your comments in bold in numerical order, immediately followed by our responses in plain text.

Management's Discussion and Analysis

Results of Operations, page 44

1.

 Throughout this section including results of operations by segment in cases where you list more than one factor for a change, please provide us an analysis that quantifies each factor.

RESPONSE:

Please see the attached appendix in which we have inserted amounts for variances in results of operations for total company and results of operations by segment when such variances are caused by more than one factor.

Financial Statements

Note 10. Income Taxes, page 135

2.    Please tell us the amount of income before income tax expense for domestic versus foreign operations for each period presented, and tell us why you do not provide this disclosure as required by rule 4-08(h) of Regulation S-X.

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RESPONSE:

While the requested information was not directly presented in table form within the referenced Income Taxes note to the financial statements, pre-tax operating earnings and income tax expense are presented by segment in Note 16, Segment Information, on pages 176 and 177.  The Principal International segment represents the material foreign operations of Principal Financial Group, Inc.  We acknowledge providing a summary table of this information within Note 10, Income Taxes, simplifies and enhances disclosure.  We propose to incorporate the following information within the Income Taxes note to the financial statements in future annual reports:

Our income before income tax expense from continuing operations includes the following components:

 For the year ended December 31,

 2015

 2014

 2013

 (in millions)

Domestic

 $

 1,205.3

 $

 1,203.5

 $

 841.2

Foreign

 225.5

 291.4

 282.8

Total income from continuing operations

 $

 1,430.8

 $

 1,494.9

 $

 1,124.0

*    *    *    *    *

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure contained in our periodic reports filed pursuant to the Securities Exchange Act of 1934, and that your comments or our changes to disclosure in response to your comments do not foreclose the Commission from taking any action with respect to our reports.  Further, we acknowledge that we may not assert your comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

After you have completed your review of our response, please call me if you have any questions or comments.

Sincerely,

/s/ Terrance J. Lillis

Terrance J. Lillis

Executive Vice President and Chief Financial Officer

(515) 247-4885

cc:    Joel Parker (Securities and Exchange Commission)

Lisa Vanjoske (Securities and Exchange Commission)

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APPENDIX

Results of Operations

The following table presents summary consolidated financial information for the years indicated:

 For the year ended December 31,

 Increase (decrease)

 2015

 2014

 2013

 2015 vs. 2014

 2014 vs. 2013

 (in millions)

Revenues:

Premiums and other considerations

 $

 5,310.3

 $

 3,722.9

 $

 3,154.1

 $

 1,587.4

 $

 568.8

Fees and other revenues

 3,653.1

 3,482.1

 3,222.2

 171.0

 259.9

Net investment income

 3,052.1

 3,257.9

 3,138.4

 (205.8

 )

 119.5

Net realized capital gains (losses), excluding

   impairment losses on available-for-sale

   securities

 (20.9

 )

 92.7

 (109.2

 )

 (113.6

 )

 201.9

Net other-than-temporary impairment (losses)

   recoveries on available-for-sale securities

 (0.8

 )

 23.8

 (91.5

 )

 (24.6

 )

 115.3

Other-than-temporary impairment losses on

   fixed maturities available-for-sale

   reclassified from other comprehensive

   income

 (29.4

 )

 (101.8

 )

 (24.5

 )

 72.4

 (77.3

 )

Net impairment losses on available-for-sale

   securities

 (30.2

 )

 (78.0

 )

 (116.0

 )

 47.8

 38.0

Net realized capital gains (losses)

 (51.1

 )

 14.7

 (225.2

 )

 (65.8

 )

 239.9

Total revenues

 11,964.4

 10,477.6

 9,289.5

 1,486.8

 1,188.1

Expenses:

Benefits, claims and settlement expenses

 6,697.7

 5,231.0

 4,683.6

 1,466.7

 547.4

Dividends to policyholders

 163.5

 177.4

 189.0

 (13.9

 )

 (11.6

 )

Operating expenses

 3,672.4

 3,574.3

 3,292.9

 98.1

 281.4

Total expenses

 10,533.6

 8,982.7

 8,165.5

 1,550.9

 817.2

Income before income taxes

 1,430.8

 1,494.9

 1,124.0

 (64.1

 )

 370.9

Income taxes

 177.6

 318.5

 187.9

 (140.9

 )

 130.6

Net income

 1,253.2

 1,176.4

 936.1

 76.8

 240.3

Net income attributable to noncontrolling

   interest

 19.2

 32.3

 23.4

 (13.1

 )

 8.9

Net income attributable to Principal Financial

   Group, Inc.

 1,234.0

 1,144.1

 912.7

 89.9

 231.4

Less:

Preferred stock dividends

 16.5

 33.0

 33.0

 (16.5

 )

 —

Excess of redemption value over carrying

   value of preferred shares redeemed

 8.2

 —

 —

 8.2

 —

Net income available to common stockholders

 $

 1,209.3

 $

 1,111.1

 $

 879.7

 $

 98.2

 $

 231.4

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Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Net Income Available to Common Stockholders

Net income available to common stockholders increased primarily due to a $105.2 million change in deferred tax balances related to the merger of two of our Chilean legal entities, partially offset by net realized capital losses in 2015 as compared to net realized capital gains in 2014 primarily due to $35.9 million after-tax decreased gains on sales of real estate investments and joint venture real estate and a $13.8 million after-tax write-off of unamortized book value on corporate owned real estate in 2015. This was partially offset by a $44.2 million impairment of Liongate, an equity method investment, in 2014.

Total Revenues

Premiums increased $1,426.9 million for the Retirement and Income Solutions segment primarily due to higher sales of single premium group and individual annuities with life contingencies. The single premium group product, which is typically used to fund defined benefit plan terminations, can generate large premiums from very few customers and therefore premiums tend to vary from period to period.

Fee revenues increased $88.5 million for the Principal Global Investors segment primarily due to higher management fee revenue as a result of increased AUM. Fee revenues increased $52.9 million for the Corporate segment primarily due to income on a tax indemnification.

Net investment income decreased $110.7 million primarily due to lower investment yields and decrease in prepayments on invested assets and cash in our U.S. Operations. In addition, net investment income decreased $85.6 million due to the weakening of the Latin American currencies against the U.S. dollar, $48.8 million due to lower inflation-based investment returns on average invested assets and cash as a result of lower inflation in Chile and $20.9 million due to unfavorable market changes on our required regulatory investment in the pension funds of our Chilean pension company. For additional information, see “Investments - Investment Results.”

Net realized capital gains (losses) can be volatile due to other-than-temporary impairments of invested assets, mark-to-market adjustments of certain invested assets and our decision to sell invested assets. We had net realized capital losses in 2015 as compared to net realized capital gains in 2014 primarily due to $55.2 million decreased gains on sales of real estate investments and joint venture real estate, a $21.2 million write-off of unamortized book value on corporate owned real estate in 2015 and $14.0 million of increased losses on derivatives not designated as hedging instruments. This was partially offset by a $44.2 million impairment of Liongate, an equity method investment, in 2014. For additional information, see “Investments - Investment Results.”

Total Expenses

Benefits, claims and settlement expenses increased $1,391.5 million for the Retirement and Income Solutions segment primarily due to an increase in reserves resulting from higher sales of single premium group and individual annuities with life contingencies.

Operating expenses increased $64.5 million for the Retirement and Income Solutions segment primarily due to a $30.6 million unfavorable DAC unlocking associated with the review and update of our actuarial assumptions in 2015 and a $26.5 million increase in staff related costs including pension and OPEB. Operating expenses increased $48.1 million for the Principal Global Investors segment primarily due to expenses supporting growth in the business.

Income Taxes

The effective income tax rates were 12% and 21% for the years ended December 31, 2015 and 2014, respectively. The effective income tax rate for the year ended December 31, 2015, was lower than the U.S. statutory rate of 35% (“U.S. statutory rate”) primarily due to 11% from income tax deductions allowed for corporate dividends received, 7% from a change in deferred tax balances related to the merger of two of our Chilean legal entities and 2% from the presentation of taxes on our share of earnings generated from equity method investments reflected in net investment income, partially offset

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3% by the negative impact of a court ruling on some uncertain tax positions. The effective income tax rate for the year ended December 31, 2014, was lower than the U.S. statutory rate primarily due to 10% from income tax deductions allowed for corporate dividends received, 2% from the presentation of taxes on our share of earnings generated from equity method investments reflected in net investment income and 2% from tax credits, partially offset 4% by an increase in net deferred tax liabilities resulting from the third quarter 2014 enactment of tax legislation in Chile. The effective income tax rate decreased to 12% from 21% for the years ended December 31, 2015 and 2014, respectively, primarily due to a 7% change in deferred tax balances related to the merger of two of our Chilean legal entities and a 4% change in net deferred tax liabilities resulting from the third quarter 2014 enactment of tax legislation in Chile not replicated in 2015, partially offset 3% by the negative impact of a court ruling on some uncertain tax positions.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Net Income Available to Common Stockholders

Net income available to common stockholders increased primarily due to $258.0 million from double digit earnings growth in all of the segments, $78.7 million lower net realized capital losses associated with derivatives not designated as hedging instruments and $57.6 million of gains on fixed maturities. These increases were partially offset by a $58.1 million increase in net deferred tax liabilities resulting from the third quarter 2014 enactment of tax legislation in Chile and the $47.5 million impact of a court ruling on some uncertain tax positions in the second quarter of 2014.

Total Revenues

Premiums increased $539.0 million for the Retirement and Income Solutions segment primarily due to higher sales of single premium group and individual annuities with life contingencies.

Fee revenues increased $138.6 million for the Retirement and Income Solutions segment primarily due to higher fees stemming from an increase in average account values, which resulted from positive equity market performance and growth in the business. Fee revenue increased $74.4 million for the Principal Global Investors segment primarily due to $113.8 million higher management fee revenue due to increased AUM.  The increase in management fee revenue was partially offset by a $48.4 million decrease in performance fees primarily seen in alternative strategies.

Net investment income increased $168.3 million due to higher inflation-based investment returns on average invested assets and cash as a result of higher inflation in Chile and $34.4 million due to favorable market changes on our required regulatory investment in the pension funds of our Chilean pension company. These increases were partially offset $67.7 million by the weakening of the Chilean peso against the U.S. dollar and $24.4 million by lower yields on average invested assets and cash in our U.S. operations. For additional information, see “Investments - Investment Results.’’

Net realized capital gains (losses) can be volatile due to other-than-temporary impairments of invested assets, mark-to-market adjustments of certain invested assets and our decision to sell invested assets. Net realized capital gains (losses) improved $121.0 million due to lower losses on derivatives not designated as hedging instruments and $88.6 million of gains on fixed maturities. For additional information, see ‘‘Investments - Investment Results.’’

Total Expenses

Benefits, claims and settlement expenses increased $463.5 million for the Retirement and Income Solutions segment primarily due to an increase in reserves resulting from higher sales of single premium group and individual annuities with life contingencies.

Operating expenses increased $115.0 million for the U.S. Insurance Solutions segment primarily due to DAC unlocking associated with actuarial model and assumption updates in 2014. Operating expenses increased $113.2 million for the Retirement and Income Solutions segment primarily due to $20.1 million higher sub-advisory fee costs stemming from an increase in average account values, which resulted from positive equity market performance, a $21.3 million increase in non-deferrable distribution costs and an $88.8 million increase in DAC amortization related to individual annuities.

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Income Taxes

The effective income tax rates were 21% and 17% for the years ended December 31, 2014 and 2013, respectively. The effective income tax rate for the year ended December 31, 2014 was lower than the U.S. statutory rate primarily due to 10% from income tax deductions allowed for corporate dividends received, 2% from the presentation of taxes on our share of earnings generated from equity method investments reflected in net investment income and 2% from tax credits, partially offset 4% by an increase in net deferred tax liabilities resulting from the third quarter 2014 enactment of tax legislation in Chile. The effective income tax rate for the year ended December 31, 2013, was lower than the U.S. statutory rate primarily due to 10% from income tax deductions allowed for corporate dividends received, 3% from the presentation of taxes on our share of earnings generated from equity method investments in net investment income and 2% from lower tax rates of foreign jurisdictions. The effective income tax rate increased to 21% from 17% for the years ended December 31, 2014 and 2013, respectively, primarily due to a 4% increase in net deferred tax liabilities resulting from the third quarter 2014 enactment of tax legislation in Chile.

Results of Operations by Segment

For results of operations by segment see Item 8. “Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 16, Segment Information.”

Retirement and Income Solutions Segment

Retirement and Income Solutions Trends

Sev