Principal Financial Group Announces Early Tender Results And Change In Consideration For Notes Tendered After The Early Tender Date

Principal Financial Group, Inc. (NYSE:PFG) (the " Company" or " Principal") today announced the early tender results for 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 up to $150,000,000 (subject to increase by the Company, the " Maximum Tender Amount"). 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.

As of the previously announced early tender date and time of 5:00 p.m., New York City time, on November 17, 2016 (the " Early Tender Date"), according to information provided by D.F. King & Co., Inc., the tender and information agent for the 6.05% Tender Offer, $93,808,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn in the 6.05% Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on November 17, 2016 (the " 6.05% Tender Withdrawal Deadline"). All Notes validly tendered and not validly withdrawn in the 6.05% Tender Offer prior to or at the Early Tender Date will be accepted for purchase by the Company.

The Company hereby announces that it is amending the terms of the 6.05% Tender Offer in relation to the Notes so that the 6.05% Tender Offer Consideration (as defined in the Tender Offer Documents) payable with respect to the Notes tendered after the Early Tender Date and at or prior to the 6.05% Tender Expiration Date (as defined below) is equal to the 6.05% Total Consideration (as defined in the Tender Offer Documents) that is payable in respect of tenders of the Notes tendered at or prior to the Early Tender Date (i.e. U.S.$1,208.01 per U.S.$1,000 principal amount of the Notes). Therefore, all Notes purchased by the Company in the 6.05% Tender Offer in relation to the Notes will have the same purchase price per U.S.$1,000 principal amount of the Notes. All other terms of the 6.05% Tender Offer, as previously announced and described in the Tender Offer Documents, remain unchanged. For the avoidance of doubt, pursuant to the terms set forth in the Tender Offer Documents, acceptance of tenders of the Notes may be subject to proration if the aggregate principal amount for the Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Withdrawal rights for the 6.05% Tender Offer have expired and have not been extended.

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