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Pricing Supplement Dated May 5, 2005 | | Filed pursuant to Rule 424(b)(2) |
(To Prospectus dated March 5, 2004, and | | Registration Statement Nos. 333-110499 and 333-110499 -01 |
Prospectus Supplement dated March 5, 2004) | | |
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| | CUSIP: 74254PFQ0 |
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Principal Life Insurance Company
Secured Medium-Term Notes
Issued Through
Principal Life Income Fundings Trust 11 (the “Trust”)
The description of this pricing supplement of the particular terms of the Secured Medium-Term Notes offered hereby, and the Funding Agreement (specified below) issued by Principal Life Insurance Company (“Principal Life”) to the Trust, the payment obligations of which are fully and unconditionally guaranteed by the Guarantee (specified below) issued by Principal Financial Group, Inc. to the Trust, supplements the description of the general terms and provisions of the notes, the funding agreements and the guarantees set forth in the accompanying prospectus and prospectus supplement, to which reference is hereby made.
1.The Notes
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Principal Amount: | | $250,000,000 | | Purchasing Agent(s) Discount: | | None |
| | | | | | |
Issue Price: | | 100.00% | | Original Issue Date: | | May 10, 2005 |
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Net Proceeds to the Trust: | | $250,000,000 | | Stated Maturity Date: | | November 13, 2006 |
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Specified Currency: | | U.S. Dollars |
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Interest Payment Dates: | | The thirteenth day of November, February, May and August of each year |
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Initial Interest Payment Date: | | August 13, 2005 |
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Regular Record Date: | | 15 calendar days prior to the Interest Payment Date |
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Type of Interest Rate:o Fixed Ratex Floating Rate |
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Fixed Rate Notes:oYesx No. If, Yes, |
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Interest Rate: |
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Floating Rate Notes:xYeso No. If, Yes, |
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Regular Floating Rate Notes:xYeso No. If, Yes, |
Interest Rate: 3-Month LIBOR - .035%
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Interest Rate Basis(es): See below. |
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Floating Rate/Fixed Rate Note:oYesx No. If, Yes, |
Floating Interest Rate: |
Interest Rate Basis(es): |
Fixed Interest Rate: |
Fixed Rate Commencement Date: |
| | | | |
Inverse Floating Rate Note:oYesx No. If, Yes, |
| | Fixed Interest Rate: | | |
| | Floating Interest Rate: | | |
| | Interest Rate Basis(es): | | |
| | | | |
Initial Interest Rate, if any: 3.195% |
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Initial Interest Reset Date: August 13, 2005 |
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Interest Rate Basis(es). Check all that apply: |
| | o CD Rate | | o Commercial Paper Rate |
| | o CMT Rate | | o Eleventh District Cost of Funds Rate |
| | x LIBOR | | o Federal Funds Rate |
| | o EURIBOR | | o Treasury Rate |
| | o Prime Rate | | o Other (See Attached) |
|
If LIBOR:o LIBOR Reuters Pagex LIBOR Moneyline Telerate Page 3750 |
LIBOR Currency: U.S. Dollars |
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If CMT Rate: |
Designated CMT Telerate Page: |
If 7052:o Weekly Averageo Monthly Average |
Designated CMT Maturity Index: |
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Index Maturity: 3-Month |
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Spread: -0.035% |
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Spread Multiplier: Not applicable |
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Interest Reset Date(s): Each Interest Payment Date |
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Interest Rate Determination Date(s): The second London Banking Day preceding the related Interest Reset Date |
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Maximum Interest Rate, if any: Not applicable |
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Minimum Interest Rate, if any: Not applicable |
Calculation Agent: Citibank, N.A.
Exchange Rate Agent: Not applicable
Computation of Interest (not applicable unless different than as specified in the prospectus and prospectus supplement):
Day Count Convention (not applicable unless different than as specified in the prospectus and prospectus supplement):
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Amortizing Note:oYesx No. If, Yes, |
Amortizing Schedule:
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Additional/Other Terms: |
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Discount Note:oYesx No. If, Yes, |
Total Amount of Discount: |
Initial Accrual Period of Discount: |
Additional/Other Terms: |
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Redemption Provisions:oYesx No. If, Yes, |
Initial Redemption Date: |
Initial Redemption Percentage: |
Annual Redemption Percentage Reduction (if any): |
Redemption:o In whole only and not in part |
o May be in whole or in part |
Additional/Other Terms: |
|
Repayment:oYesx No. If, Yes, |
Repayment Date(s): |
Repayment Price: |
Repayment:o In whole only and not in part |
o May be in whole or in part |
Additional/Other Terms: |
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Sinking Fund (not applicable unless specified): |
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Additional Amounts to be Paid for Withholding Tax (not applicable unless specified): |
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Securities Exchange Listing:o Yesx No. If Yes, Name of Exchange: |
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Authorized Denominations: $1,000 |
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Ratings: |
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The Notes issued under the Program are rated AA by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”). |
Principal Life expects the Notes to be rated Aa2 by Moody’s Investors Service, Inc. (“Moody’s”). |
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Purchasing Agents Purchasing Notes as Principal:x Yeso No. If Yes, |
| | | | |
Purchasing Agent(s) | | Principal Amount | |
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Banc of America Securities LLC | | $ | 250,000,000 | |
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Total: | | $ | 250,000,000 | |
Purchasing Agents Acting as Agent:o Yesx No. If Yes,
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Purchasing Agent(s) | | Principal Amount | |
| | | | |
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Total: | | | | |
State of Organization of the Trust: New York
Additional/Other Terms: Not applicable
Special Tax Considerations: Interest payable on the Notes will be treated as “qualified stated interest” for United States federal income tax purposes, as it meets the specified criteria referenced in the prospectus supplement under the heading “Material United States Federal Income Tax Considerations—U.S. Holders—Interest and Original Issue Discount ”.
2.The Funding Agreement
Funding Agreement Issuer: Principal Life Insurance Company
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Funding Agreement No.: | | 6-11965 |
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Deposit: | | $250,000,015 |
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Net Deposit: | | $250,000,000 |
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Effective Date: | | May 10, 2005 |
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Stated Maturity Date: | | November 13, 2006 |
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Specified Currency: U.S. Dollars |
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Interest Payment Dates: The thirteenth day of November, February, May and August of each year |
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Initial Interest Payment Date: August 13, 2005 |
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Type of Interest Rate: o Fixed Ratex Floating Rate |
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Fixed Rate Funding Agreement:oYesx No. If, Yes, |
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Interest Rate: |
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Floating Rate Funding Agreement:xYeso No. If, Yes, |
|
Regular Floating Rate Funding Agreement:xYeso No. If, Yes, |
Interest Rate: 3-Month LIBOR - .035%
|
Interest Rate Basis(es): See below |
|
Floating Rate/Fixed Rate Funding Agreement:oYesx No. If, Yes, |
Floating Interest Rate: |
Interest Rate Basis(es): |
Fixed Interest Rate: |
Fixed Rate Commencement Date: |
|
Inverse Floating Rate Funding Agreement:oYesx No. If, Yes, |
Fixed Interest Rate: |
Floating Interest Rate: |
Interest Rate Basis(es): |
|
Initial Interest Rate, if any: 3.195% |
|
Initial Interest Reset Date: August 13, 2005 |
| | | | |
Interest Rate Basis(es). Check all that apply: |
| | o CD Rate | | o Commercial Paper Rate |
| | o CMT Rate | | o Eleventh District Cost of Funds Rate |
| | x LIBOR | | o Federal Funds Rate |
| | o EURIBOR | | o Treasury Rate |
| | o Prime Rate | | o Other (See Attached) |
|
If LIBOR:o LIBOR Reuters Pagex LIBOR Moneyline Telerate Page 3750 |
LIBOR Currency: U.S. Dollars |
|
If CMT Rate: |
Designated CMT Telerate Page: |
If 7052:o Weekly Averageo Monthly Average |
Designated CMT Maturity Index: |
|
Index Maturity: 3-Month |
|
Spread: -0.035% |
|
Spread Multiplier: Not applicable |
|
Interest Reset Date(s): Each Interest Payment Date |
|
Interest Rate Determination Date(s): The second London Banking Day preceding the related Interest Reset Date |
|
Maximum Interest Rate, if any: Not applicable |
|
Minimum Interest Rate, if any: Not applicable |
Computation of Interest (not applicable unless different than as specified in the prospectus and prospectus supplement):
Day Count Convention (not applicable unless different than as specified in the prospectus and prospectus supplement):
|
Amortizing Funding Agreement:oYesx No. If, Yes, |
Amortizing Schedule: |
Additional/Other Terms: |
|
Discount Funding Agreement:oYesx No. If, Yes, |
Total Amount of Discount: |
Initial Accrual Period of Discount: |
Additional/Other Terms: |
|
Redemption Provisions:oYesx No. If, Yes, |
Initial Redemption Date: |
Initial Redemption Percentage: |
Annual Redemption Percentage Reduction (if any): |
Redemption:o In whole only and not in part |
o May be in whole or in part |
Additional/Other Terms: |
|
Repayment:oYesx No. If, Yes, |
Repayment Date(s): |
Repayment Price: |
Repayment:o In whole only and not in part |
o May be in whole or in part |
Additional/Other Terms: |
|
Sinking Fund (not applicable unless specified): |
|
Additional Amounts to be Paid For Withholding Tax (not applicable unless specified): |
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Ratings: |
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The Funding Agreement issued under the Program is rated AA by S&P. |
Principal Life expects the Funding Agreement to be rated Aa2 by Moody’s. |
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Additional/Other Terms: Not applicable |
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Special Tax Considerations: Not applicable |
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3.The Guarantee |
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Guarantee Issuer: Principal Financial Group, Inc. |
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Effective Date: May 10, 2005 |
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Additional/Other Terms: Not applicable |