Filed Pursuant to Rule 433
Registration No. 333-111352
October 11, 2006
PRICING TERM SHEET
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| Issuer: | | Principal Financial Group, Inc. |
| Title of Securities: | | 6.05% Senior Notes due 2036 |
| Offering Size: | | $500,000,000 |
| Coupon: | | 6.05% per annum, payable semi-annually |
| Trade Date: | | October 11, 2006 |
| Settlement Date: | | October 16, 2006 |
| Maturity: | | October 15, 2036 |
| Treasury Benchmark: | | 4.500% due February, 2036 |
| US Treasury Spot: | | 93-17 |
| US Treasury Yield: | | 4.918% |
| Spread to Treasury: | | 118 basis points |
| Re-offer Yield: | | 6.098% |
| Price to Public: | | 99.343% |
| Gross Proceeds: | | $496,715,000 |
| Net Proceeds to Issuer: | | $492,340,000 |
| Optional Redemption: | | Make-whole redemption at any time at a discount rate of Treasury plus 20 basis points |
| Minimum Denomination: | | $2,000 x $1,000 |
| Expected Credit Ratings: | | A2/A* |
| Interest Payment Dates: | | each April 15th and October 15th |
| First Pay Date: | | April 15, 2007 |
| Day Count Convention: | | 30/360 |
| CUSIP: | | 74251V AA 0 |
| Bookrunners: | | Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC |
| Co-Managers: | | A.G. Edwards & Sons, Inc., Banc of America Securities LLC, Lehman Brothers Inc. and Wachovia Capital Markets, LLC |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408 or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.
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| * | | A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. |
