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Pricing Supplement Dated August 3, 2006 | | Filed Pursuant to Rule 424(b)(2) |
(To Prospectus dated February 16, 2006, and | | Registration Statement Nos. 333-129763 |
Prospectus Supplement dated February 16, 2006) | | and 333-129763-01 |
| | CUSIP: 74254PMK5 |
Principal Life Insurance Company
Secured Medium-Term Notes (that are also Asset-Backed Securities)
Issued Through and Obligations of
Principal Life Income Fundings Trust 22 (the “Trust” and the “Issuing Entity”)
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: | | $200,000,000 | | Purchasing Agent(s) Discount: | | 0% |
Issue Price: | | 100% | | Original Issue Date: | | August 10, 2006 |
Net Proceeds to the Trust: | | $200,000,000 | | Stated Maturity Date: | | February 11, 2008 |
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Specified Currency: | | U.S. Dollars |
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Interest Payment Dates: | | February 10, May 10, August 10 and November 10 of each year; provided, however, that the final interest payment date will be on February 11, 2008 and not on February 10, 2008 |
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Initial Interest Payment Dates: | | November 10, 2006 |
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Regular Record Date: | | 15 calendar days prior to the Interest Payment Date |
Type of Interest Rate:o Fixed Ratex Floating Rate
Fixed Rate Notes:o Yesx No. If, Yes,
Interest Rate:
Floating Rate Notes:x Yeso No. If, Yes,
Regular Floating Rate Notes:x Yeso No. If, Yes,
Interest Rate: 3-Month LIBOR -.055%
Interest Rate Basis(es): See below
Floating Rate/Fixed Rate Note:o Yesx No. If, Yes,
Floating Interest Rate:
Interest Rate Basis(es):
Fixed Interest Rate:
Fixed Rate Commencement Date:
Inverse Floating Rate Note:o Yesx No. If, Yes,
Fixed Interest Rate:
Floating Interest Rate:
Interest Rate Basis(es):
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Initial Interest Rate, if any: | | 3-Month LIBOR - .055% determined on the second London Banking Day preceding the Original Issue Date. |
Initial Interest Reset Date: November 10, 2006
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 |
o | | Constant Maturity Swap Rate | | o | | Federal Fund Open Rate |
x | | LIBOR | | o | | Federal Funds Rate |
o | | EURIBOR | | o | | Treasury Rate |
o | | Prime Rate | | o | | Other (See Attached) |
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If LIBOR:o LIBOR Reutersx 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 (+/-): -.055%
Spread Multiplier: Not Applicable
Interest Reset Date(s): Each Interest Payment Date
Interest Rate Determination Date(s): The second London Banking Day preceding the Interest Reset Date
Maximum Interest Rate, if any: Not Applicable
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):
Amortizing Notes:o Yesx No. If, Yes,
Amortizing Schedule:
Additional/ Other Terms
Discount Note:o Yesx No. If, Yes,
Total Amount of Discount:
Initial Accrual Period of Discount:
Additional/Other Terms:
Redemption Provisions:o Yesx No. If, Yes,
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction (if any):
| | Redemption | | oo | | In whole only and not in part May be in whole or in part |
Additional/Other Terms:
Repayment:o Yesx No. If Yes,
Repayment Date(s):
Repayment Price:
| | Repayment | | oo | | In whole only and not in part 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):
Securities Exchange Listing:o Yesx No. If Yes, Name of Exchange:
Authorized Denominations:$1,000
Ratings: 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”).
Purchasing Agent(s) Purchasing Notes as Principal:x Yeso No. If Yes,
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Purchasing Agent(s) | | Principal Amount |
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Barclays Capital Inc. | | $200,000,000 |
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Total: | | $200,000,000 |
Purchasing Agent(s) 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 Trust: New York
Additional/Other Terms:
Special Tax Considerations:
2.The Funding Agreement
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Funding Agreement Issuer: | | Principal Life Insurance Company |
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Funding Agreement No.: | | 6-13717 |
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Deposit Amount: | | $200,000,015 |
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Net Deposit: | | $200,000,000 |
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Effective Date: | | August 10, 2006 |
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Stated Maturity Date: | | February 11, 2008 |
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Specified Currency: | | U.S. Dollars |
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Interest Payment Dates: | | February 10, May 10, August 10 and November 10 of each year ; provided, however, that the final interest payment date will be on February 11, 2008 and not on February 10, 2008. |
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Initial Interest Payment Date: | | November 10, 2006 |
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Type of Interest Rate: | | o Fixed Ratex Floating Rate |
Fixed Rate Funding Agreement:o Yesx No. If, Yes,
Interest Rate:
Floating Rate Funding Agreement:x Yeso No. If, Yes,
Regular Floating Rate Funding Agreement:x Yeso No. If Yes,
Interest Rate: 3-Month LIBOR -.055%
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-Month LIBOR -.055% determined on the second London Banking Day preceding the Original Issue Date. |
Initial Interest Reset Date: November 10, 2006
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 |
o | | Constant Maturity Swap Rate | | o | | Federal Funds Open 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 (+/-):-.055%
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
Calculation 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:o Yesx No. If Yes,
Amortizing Schedule
Additional/Other Terms
Discount Funding Agreement:o Yesx No. If, Yes,
Total Amount of Discount:
Initial Accrual Period of Discount:
Additional/Other Terms:
Redemption Provisions:o Yesx No. If, Yes,
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction (if any):
| | Redemption | | oo | | In whole only and not in part May be in whole or in part |
Additional/Other Terms:
Repayment:o Yesx No. If, Yes,
Repayment Date(s):
Repayment Price:
| | Repayment | | oo | | In whole only and not in part 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):
Ratings: The Funding Agreement issued under the Program is rated AA by S&P. Principal Life expects the Funding Agreements to be rated Aa2 by Moody’s.
Additional/Other Terms if any:
Special Tax Considerations:
3.The Guarantee
Guarantee Issuer: Principal Financial Group, Inc.
Effective Date: August 10, 2006
Additional/Other Terms: