The table below sets forth the Total Consideration (as defined below) for the Notes and the aggregate principal amount and percentage of Notes validly tendered and not validly withdrawn by the Early Tender Date.
|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 (1)||Total Consideration (1)(2)||Principal Amount Tendered at Early Tender Date||Percent Tendered of Amount Out- standing|
|6.05%SeniorNotes due2036||74251VAA0||$600,000,000||$150,000,000||2.500%UST due5/15/46||FIT1||145 bps||$50||$1,208.01||$93,808,000||15.63%|
The " Total Consideration" for 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 Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive the Total Consideration for any such Notes accepted for purchase.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 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 also be eligible to receive an amount equal to the Total Consideration, as set forth in the table above, for any such Notes accepted for purchase.The 6.05% Tender Offer expires at 12:00 midnight, New York City time, on December 2, 2016, unless extended or earlier terminated (the " 6.05% Tender Expiration Date"). 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 (800) 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 GroupPrincipal 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.