Principal Financial Group Announces Pricing Of 6.05% Tender Offer

Principal Financial Group, Inc. (NYSE: PFG) (the " Company" or " Principal") today announced the consideration payable in connection with its previously announced tender offer (the " 6.05% Tender Offer") to purchase for cash its 6.05% Senior Notes due 2036 (the " Notes") in an aggregate principal amount of $150,000,000 (the " Maximum Tender Amount").

The table below sets forth the Total Consideration (as defined below) for the Notes.
                   

 
           

Title of Security
 

CUSIP Number
 

Principal Amount Outstanding
 

Maximum Tender Amount
 

U.S. Treasury Reference Security
 

Bloomberg Reference Page
 

Fixed Spread (basis points)
 

Early Tender Payment
 

Total Consideration (1)(2)

6.05%SeniorNotes due2036
  74251VAA0   $600,000,000   $150,000,000  

2.500% USTdue 5/15/46
  FIT1  

145bps
  $50   $1,208.01
               

(1) Per $1,000 principal amount.(2) Total Consideration calculated on the basis of pricing for the applicable U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on November 17, 2016, and is inclusive of the Early Tender Payment as set forth in the table above.

The 6.05% Tender Offer was made pursuant to the terms and conditions set forth in the offer to purchase, dated November 3, 2016, and the related letter of transmittal (as they may each be amended or supplemented from time to time, the " Tender Offer Documents"). The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the 6.05% Tender Offer.

The " Total Consideration" for each $1,000 principal amount of the Notes was determined in the manner described in the Tender Offer Documents at 2:00 p.m., New York City time, on November 17, 2016. Holders of Notes who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on November 17, 2016 (the " Early Tender Date") will be eligible to receive the Total Consideration for any such Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered at or prior to the Early Tender Date and accepted for purchase from the last interest payment date up to, but not including, the date the Company makes payment for such Notes, which the Company expects to be November 18, 2016, in respect of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. Holders of Notes who validly tender their Notes after the Early Tender Date but at or prior to 12:00 midnight, New York City time, on December 2, 2016 (unless extended or earlier terminated) will be eligible to receive only an amount equal to the Total Consideration minus the Early Tender Payment, set forth in the table above, for any such Notes accepted for purchase. Withdrawal rights for the 6.05% Tender Offer will expire at the Early Tender Date.

The 6.05% Tender Offer expires at 12:00 midnight, New York City time, on December 2, 2016, unless extended or earlier terminated.

Information Relating to the 6.05% Tender Offer

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. acted as the dealer managers for the 6.05% Tender Offer. Investors with questions regarding the 6.05% Tender Offer may contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect), Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7851 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). D.F. King & Co., Inc. acted as the tender and information agent for the 6.05% Tender Offer and can be contacted at (866) 659-6590 (toll-free) (bankers and brokers can call collect at (212) 269-5550).

None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee is making any recommendation as to whether holders should tender any Notes in response to the 6.05% Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the 6.05% Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. The full details of the 6.05% Tender Offer are included in the Tender Offer Documents.

Forward looking and cautionary statements

Certain statements made by the Company which are not historical facts may be considered forward-looking statements, including, without limitation, statements as to management's beliefs, expectations, goals and opinions. The Company does not undertake to update these statements, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Future events and their effects on the Company may not be those anticipated, and actual results may differ materially from the results anticipated in these forward-looking statements. The risks, uncertainties and factors that could cause or contribute to such material differences are discussed in the Company's annual report on Form 10-K for the year ended December 31, 2015, and in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2016, filed by the Company with the U.S. Securities and Exchange Commission, as updated or supplemented from time to time in subsequent filings.

About the Principal Financial Group

Principal helps people and companies around the world build, protect and advance their financial well-being through retirement, insurance and asset management solutions that fit their lives. Principal's employees are passionate about helping clients of all income and portfolio sizes achieve their goals - offering innovative ideas, investment expertise and real-life solutions to make financial progress possible. To find out more, visit us at principal.com.

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