UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 1. ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 Commission File Number 2-39957 and (current number) Commission File Number 33-58028 PRINCIPAL LIFE INSURANCE COMPANY f/k/a PRINCIPAL MUTUAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C (Exact Name of Registrant, as specified in its charter) Iowa 42-0127290 - ------------------------------- ---------------------------------- (State or other jurisdiction of IRS Employer Identification No. incorporation or organization) (Principal Life Insurance Company) The Principal Financial Group Des Moines, Iowa 50392-0200 - ------------------------------- --------------------------------- (Address) (Zip Code) Registrant's telephone number, including area code (515) 248-3842 Securities registered pursuant to Section 12(g) of the Act: Variable Contracts - Participating with Pooled Separate Account Variable Benefits - HR-10 Plans --------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___X___ No _______ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The Registrant has no voting stock. PART I Item 1. Business The Registrant is a separate account established under the Iowa insurance laws and regulations as Principal Life Insurance Company Separate Account C on April 12, 1971, pursuant to a resolution of the Executive Committee of the Board of Directors of Principal Life Insurance Company. Principal Life Insurance Company was incorporated under Iowa law as a mutual life insurance company named Bankers Life Association. It changed its name to Bankers Life Company in 1911 and then to Principal Mutual Life Insurance Company in 1986. The name change to Principal LIfe Insurance Company and reorganization into a mutual holding company structure took place in 1998. The account was formed to receive payments under Principal Life Insurance Company Contracts designed for use in connection with pension or profit sharing plans which qualify under the Self-Employed Individuals Tax Retirement Act of 1962, as amended ("HR-10"). Principal Life Insurance Company offers life, disability, health and annuity contracts written on an individual and group basis. Pursuant to the Amendments enacted in 1970 to the Investment Company Act of 1940, the Account is not an investment company for purposes of the Act. The objective of these Contracts is to provide for the accumulation of retirement funds and to provide for payments, usually commencing at retirement, which tend to reflect changes in the cost of living both during the years prior to and the years following the commencement of annuity payments. With Bankers Flexible Annuity Contracts (Registration No. 2-39957), Principal Life Insurance Company, as a depositor for the Account, seeks to accomplish this objective by investing the payments made under the Contracts in shares of Principal Variable Contracts Fund, Inc. - Capital Value Account (f/k/a Principal Capital Accumulation Fund, Inc.) which invests principally in common stocks. Similarly, with Pension Builder Contracts (Registration No. 33-58028), it seeks to accomplish this objective by investing payments made under the Contract in three Divisions. One is a "Common Stock Division" where payments are invested in shares of Principal Variable Contracts Fund, Inc. - Capital Value Account. Another is a "Money Market Division" where payments are invested in Principal Variable Contracts Fund, Inc., - Money Market Account (f/k/a Principal Money Market Fund, Inc.), which invests in short-term money market instruments. The third Division is a "Government Securities Division" where payments are invested in Principal Variable Contracts Fund, Inc. - Government Securities Account (f/k/a Principal Government Securities Fund, Inc.), which invests in obligations issued or guaranteed by the United States Government or its agencies. There may be a combination of investments in the three Divisions, as directed by Participants. Except for those Contracts described above with payments credited to the Registrant (Principal Life Insurance Company Separate Account C) and Variable Annuity Contracts and Variable Life Insurance Contracts with payments credited to Principal Life Insurance Company Separate Account B and Variable Life Separate Account, respectively, the Company distributes its own products as permitted under the laws of the various jurisdictions in which the Company is authorized to do business, namely the fifty states of the United States, the District of Columbia, the Commonwealth of Puerto Rico and the Canadian provinces of Alberta, British Columbia, Manitoba, Ontario and Quebec. Such distribution is through a field agency system of approximately 1,037 full-time agents, a group insurance sales organization of approximately 288 individuals and through a large number of independent insurance brokers. The Contracts described above with payments credited to the Registrant and other Variable Annuity Contracts and Variable Life Insurance Contracts are distributed through Princor Financial Services Corporation, an affiliated broker-dealer offering open-end management investment company shares, variable annuities, variable life insurance, interests in limited partnerships and general securities to the public. Such Contracts are sold primarily by registered representatives of the broker-dealer who are also insurance agents of or brokers for Principal Life Insurance Company and authorized by applicable law to sell life and other forms of personal insurance and who are similarly authorized to sell variable annuities. Such Contracts may also be sold through other selected broker-dealers. The Registration Statement filed by the Registrant was made effective September 13, 1971, and the first sale of Bankers Flexible Annuity Contracts occurred on October 8, 1971. Effective January 4, 1989, sales of Bankers Flexible Annuity Contracts were discontinued. In 1982 the Registrant filed a Registration Statement in File No. 2-78747, to register a new class of securities (called "Pension Builder") for the same HR-10 plan market utilizing the contingent deferred sales charge concept. The registration for Pension Builder contracts first became effective on May 5, 1983 and the first sale under the Pension Builder Contract was made on September 19, 1983. In 1989 the Registrant filed a new Registration Statement in File No. 33-27256 for the contracts in view of the fact that aggregate sales under the prior registration statement approached the amount of contracts registered thereunder. The contracts offered by the new registration statement are identical to contracts previously registered under the 1933 Act in File No. 2-78747. In 1993 the Registrant filed a new Registration Statement in File No. 33-58028 for the contracts in view of the fact that aggregate sales under the prior registration statement approached the amount of contracts registered thereunder. The contracts offered by the new registration statement are identical to contracts previously registered under the 1933 Act in File No. 33-27256. Effective September 30, 1995, sales of Pension Builder Contracts were discontinued. Item 2. Properties The Registrant owns no physical properties. The principal properties of the Depositor, Principal Life Insurance Company, are its home office complex at The Principal Financial Group in Des Moines, Iowa. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders Inapplicable. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters a. The Registrant does not issue common stock. The Contracts described in Item 1. are distributed through Princor Financial Services Corporation, an affiliated broker-dealer offering open-end management investment company shares, variable annuities, variable life insurance, interests in limited partnerships and general securities to the public. Such Contracts are sold primarily by registered representatives of the broker-dealer who are also insurance agents of or brokers for Principal Life Insurance Company and authorized by applicable law to sell life and other forms of personal insurance and who are similarly authorized to sell variable annuities. Such Contracts may also be sold through other selected broker-dealers. For Bankers Flexible Annuity Contracts (Registration No. 2-39957) the high and low unit values for each quarterly period during 1999 and 2000 are: Lowest Unit Value Highest Unit Value First Quarter 1999 29.0662723 30.9482632 Second " 1999 30.1740744 33.1373049 Third " 1999 27.9917253 32.5341224 Fourth " 1999 27.4644119 30.3602459 First " 2000 25.1347763 28.5818838 Second " 2000 26.6157734 29.0444288 Third " 2000 26.7070429 28.5751429 Fourth " 2000 26.2365071 29.2275660 For Pension Builder Contracts (Registration No. 33-58028) units were first valued at $1.00 on September 19, 1983 for the Capital Value Division f/k/a Common Stock Division, September 22, 1983 for the Money Market Division and March 30, 1987 for the Government Securities Division. Listed below are the low and high unit values for each quarterly period during 1999 and 2000. Capital Value Money Market GovernmentSecurities Division Division Division ------------------- ------------------- ------------------- Lowest Highest Lowest Highest Lowest Highest --------- --------- --------- --------- --------- --------- First Quarter 1999 5.6831195 6.0565082 1.9609123 1.9751301 2.1436620 2.1837539 Second " 1999 5.8911639 6.4621709 1.9760268 1.9897774 2.1102814 2.1819446 Third " 1999 5.4368687 6.3339812 1.9899396 2.0059501 2.0846646 2.1531831 Fourth " 1999 5.3320720 5.8890498 2.0066813 2.0252333 2.1230148 2.1664268 First " 2000 4.8617065 5.5349559 2.0252892 2.0455166 2.1116752 2.1578413 Second " 2000 5.1301832 5.6120154 2.0455759 2.0669305 2.1177036 2.1999721 Third " 2000 5.1433480 5.4967200 2.0677102 2.0909730 2.1887466 2.2543731 Fourth " 2000 5.0425000 5.6054033 2.0917716 2.1153717 2.2497034 2.3492361 b. The approximate number of holders of record of each group contract and the number of the participants therein as of December 31, 2000, are as follows: (1) (2) Number of Group Number of Contract Holders Participants ---------------- ------------ Bankers Flexible Annuity 13 13 Pension Builder 27 33 c. No dividends have been declared on units held by participants. Any changes in net investment income, net realized gains and net realized appreciation are included in the daily valuation of the units of the Registrant. Item 6. Selected Financial Data The information contained in the "Statements of Net Assets, Statements of Operations and Statements of Changes in Net Assets for Principal Life Insurance Company Separate Account C", filed as Item 8. should be read in conjunction with this item. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation All payments made to the Registrant on behalf of a Participant under a contract (less any authorized deductions) are used to purchase shares of Principal Variable Contracts Fund, Inc. - Capital Value Account, Money Market Account, Inc., or Government Securities Account, as appropriate, at net asset value. In addition, any distributions made by the Fund with respect to shares held by the Registrant are reinvested by the Fund at net asset value. Values under the contract increase or decrease to reflect the investment performance of the underlying investments. Principal Variable Contracts Fund, Inc. is an open-end diversified management investment company, sponsored by Principal Life Insurance Company. The principal objective of the Capital Value Account is long-term capital appreciation and growth of future investment income. It is intended that the assets of the Fund will consist primarily of a portfolio of common stocks. The value of the investments held by the Fund fluctuates daily. It is subject to the risks of changing economic conditions as well as the risks inherent in the ability of the management of the Account to anticipate changes in such investments necessary to meet changes in economic conditions. The principal objective of the Money Market Account is to seek as high a level of income available from short-term securities as is considered consistent with preservation of principal and maintenance of liquidity by investing all of its assets in a portfolio of money market instruments. The principal objective of the Government Securities Account is to seek a high level of current income, liquidity and safety of principal through the purchase of obligations issued or guaranteed by the United States Government or its agencies, with emphasis on Government National Mortgage Association Certificates ("GNMA Certificates"). Item 8. Financial Statements and Supplementary Data Financial Statements Financial Statements Principal Life Insurance Company Separate Account C Year ended December 31, 2000 with Report of Independent Auditors Principal Life Insurance Company Separate Account C Financial Statements Year ended December 31, 2000 Contents Report of Independent Auditors................................................1 Audited Financial Statements Statements of Net Assets......................................................2 Statements of Operations......................................................3 Statements of Changes in Net Assets...........................................4 Notes to Financial Statements.................................................5 Report of Independent Auditors Board of Directors and Participants Principal Life Insurance Company We have audited the accompanying individual and combined statements of net assets of Principal Life Insurance Company Separate Account C (comprised of the Capital Value, Government Securities, and Money Market Divisions) as of December 31, 2000, and the related statements of operations for the year then ended, and changes in net assets for each of the two years in the period then ended. These financial statements are the responsibility of the management of Principal Life Insurance Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the individual and combined financial position of the respective divisions of Principal Life Insurance Company Separate Account C at December 31, 2000, and the individual and combined results of their operations for the year then ended, and the changes in their net assets for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Des Moines, Iowa February 9, 2001 Principal Life Insurance Company Separate Account C Statements of Net Assets December 31, 2000 Assets Investments: Capital Value Division: Capital Value Account - 33,710 shares at net asset value of $30.72 per share (cost - $885,241) $1,035,585 Government Securities Division: Government Securities Account - 1,422 shares at net asset value of $11.43 per share (cost - $14,769) 16,248 Money Market Division: Money Market Account - 285,587 shares at net asset of $1.00 per share (cost - $285,587) 285,587 ------------- Net assets $1,337,420 ============= Unit Units Value ---------------------------- Net assets are represented by: Capital Value Division: Currently payable annuity contracts: Bankers Flexible Annuity 421 $29.09 $ 12,247 Pension Builder Plus 2,650 5.58 14,787 Contracts in accumulation period: Bankers Flexible Annuity 19,326 29.09 562,192 Pension Builder Plus 80,024 5.58 446,359 ---------- 1,035,585 Government Securities Division: Contracts in accumulation period - Pension Builder Plus 6,932 2.34 16,248 Money Market Division: Contracts in accumulation period - Pension Builder Plus 135,182 2.11 285,587 ---------- Net assets $1,337,420 ========== See accompanying notes. Principal Life Insurance Company Separate Account C Statements of Operations Year ended December 31, 2000 Capital Government Money Value Securities Market Combined Division Division Division --------------------------------------------------------------- --------------------------------------------------------------- Investment income (loss) Income: Dividends $ 33,338 $ 16,884 $ - $16,454 Capital gains distributions 5,095 5,095 - - --------------------------------------------------------------- --------------------------------------------------------------- 38,433 21,979 - 16,454 Expenses: Mortality and expense risks 17,935 12,158 1,611 4,166 Administration charges 299 246 53 - --------------------------------------------------------------- 18,234 12,404 1,664 4,166 --------------------------------------------------------------- Net investment income (loss) 20,199 9,575 (1,664) 12,288 Realized and unrealized gains (losses) on investments Net realized gains on investments 40,754 36,743 4,011 - Change in net unrealized appreciation or depreciation of investments (39,081) (44,146) 5,065 - --------------------------------------------------------------- Net increase in net assets resulting from operations $ 21,872 $ 2,172 $ 7,412 $12,288 =============================================================== See accompanying notes. Principal Life Insurance Company Separate Account C Statements of Changes in Net Assets Years ended December 31, 2000 and 1999 Capital Government Money Value Securities Market Combined Division Division Division --------------------------------------------------------------- Net assets at January 1, 1999 $ 3,595,249 $ 2,910,395 $ 416,738 $268,116 Increase (decrease) in net assets Operations: Net investment income 212,653 193,110 11,535 8,008 Net realized gains on investments 544,408 533,424 10,984 - Change in net unrealized appreciation or depreciation of investments (772,385) (745,166) (27,219) - --------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (15,324) (18,632) (4,700) 8,008 Changes from principal transactions: Contract terminations (1,611,286) (1,445,078) (163,383) (2,825) Annuity payments (17,743) (17,743) - - --------------------------------------------------------------- Decrease in net assets from principal (1,629,029) (1,462,821) (163,383) (2,825) transactions --------------------------------------------------------------- Total increase (decrease) (1,644,353) (1,481,453) (168,083) 5,183 --------------------------------------------------------------- Net assets at December 31, 1999 1,950,896 1,428,942 248,655 273,299 Increase (decrease) in net assets Operations: Net investment income (loss) 20,199 9,575 (1,664) 12,288 Net realized gains on investments 40,754 36,743 4,011 - Change in net unrealized appreciation or depreciation of investments (39,081) (44,146) 5,065 - --------------------------------------------------------------- Net increase in net assets resulting from 21,872 2,172 7,412 12,288 operations Changes from principal transactions: Contract terminations (424,877) (387,842) (37,035) - Transfer payments to other contracts (202,784) - (202,784) - Annuity payments (7,687) (7,687) - - --------------------------------------------------------------- Decrease in net assets from principal (635,348) (395,529) (239,819) - transactions --------------------------------------------------------------- Total increase (decrease) (613,476) (393,357) (232,407) 12,288 --------------------------------------------------------------- Net assets at December 31, 2000 $ 1,337,420 $ 1,035,585 $ 16,248 $285,587 =============================================================== See accompanying notes. Principal Life Insurance Company Separate Account C Notes to Financial Statements December 31, 2000 1. Investment and Accounting Policies Principal Life Insurance Company Separate Account C (Separate Account C) was organized by Principal Life Insurance Company (Principal Life) in accordance with the provisions of the Iowa Insurance Laws and is a part of the total operations of Principal Life. The assets and liabilities of Separate Account C are clearly identified and distinguished from the other assets and liabilities of Principal Life, with the remaining aggregate value of units registered with the Securities and Exchange Commission under the current registration statement (but not the authorized number of units) limited to $10.6 million. As directed by eligible contractholders, Separate Account C invests solely in shares representing interests in a corresponding investment option. As of December 31, 2000, the contractholder investment options consisted of the accounts of the following diversified open-end management investment company, organized by Principal Life: Principal Variable Contracts Fund, Inc. - Capital Value Account, Government Securities Account and Money Market Account. Investments are stated at the closing net asset values per share on December 31, 2000. The average cost method is used to determine realized gains and losses on investments. Dividends are taken into income on an accrual basis as of the ex-dividend date. Separate Account C supports the following variable annuity contracts of Principal Life: Bankers Flexible Annuity Contracts and Pension Builder Plus Contracts. Contributions to Separate Account C are no longer accepted. Use of Estimates in the Preparation of Financial Statements The preparation of Separate Account C's financial statements and accompanying notes requires management to make estimates and assumptions that affect the amounts reported and disclosed. These estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in the financial statements and accompanying notes. 2. Expenses Principal Life is compensated for the following expenses: Bankers Flexible Annuity Contracts - Mortality and expense risks assumed by Principal Life are compensated for by a charge equivalent to an annual rate of 0.48% of the asset value of each contract. An annual administration charge of $7 for each participant's account is deducted as compensation for administrative expenses. The mortality and expense risk and annual administration charges amounted to $2,749 and $56, respectively, during the year ended December 31, 2000. Principal Life Insurance Company Separate Account C Notes to Financial Statements (continued) 2. Expenses (continued) Pension Builder Plus Contracts - Mortality and expense risks assumed by Principal Life are compensated for by a charge equivalent to an annual rate of 1.4965% of the asset value of each contract. A contingent sales charge of up to 7% may be deducted from withdrawals made during the first 10 years of a contract, except for death or permanent disability. An annual administration charge will be deducted ranging from a minimum of $25 to a maximum of $275 depending upon a participant's investment account values and the number of participants under the retirement plan and their participant investment account value. The charges for mortality and expense risks, and annual administration amounted to $15,186 and $243, respectively, during the year ended December 31, 2000. There were no contingent sales charges during the year ended December 31, 2000. 3. Federal Income Taxes Operations of Separate Account C are a part of the operations of Principal Life. Under current practice, no federal income taxes are allocated by Principal Life to the operations of Separate Account C. 4. Purchases and Sales of Investments The aggregate units and cost of purchases and proceeds from sales of investments were as follows: For the year ended December 31, 2000 ------------------------------------------------------------------ Units Amount Units Amount Purchased Purchased Redeemed Redeemed ------------------------------------------------------------------ Capital Value Division: Bankers Flexible Annuity - $12,435 4,324 $119,445 Pension Builder Plus - 10,732 51,007 289,676 ------------------------------------------------------------------ - 23,167 55,331 409,121 Government Securities Division: Pension Builder Plus - - 109,478 241,483 Money Market Division: Pension Builder Plus - 16,454 - 4,166 ------------------------------------------------------------------ - $39,621 164,809 $654,770 ================================================================== Principal Life Insurance Company Separate Account C Notes to Financial Statements (continued) 4. Purchases and Sales of Investments (continued) For the year ended December 31, 1999 ------------------------------------------------------------------ Units Amount Units Amount Purchased Purchased Redeemed Redeemed ------------------------------------------------------------------ Capital Value Division: Bankers Flexible Annuity - $108,922 39,587 $1,247,865 Pension Builder Plus - 102,318 36,315 233,086 ------------------------------------------------------------------ - 211,240 75,902 1,480,951 Government Securities Division: Pension Builder Plus - 16,591 75,240 168,439 Money Market Division: Pension Builder Plus - 12,808 1,787 7,625 ------------------------------------------------------------------ - $240,639 152,929 $1,657,015 ================================================================== Purchases include reinvested dividends and capital gains. Mortality adjustments are included in purchases or redemptions, as applicable. Money Market purchases include transactions where investment allocations are not known at the time of the deposit. Redemptions reflect subsequent allocations to directed investment divisions. 5. Year 2000 Issues (Unaudited) As of January 31, 2000, virtually all of the major technology systems, processes and infrastructure, including those which rely on third party vendors used by Principal Life and other service providers of Separate Account C appear to be operating smoothly following the rollover to the Year 2000. Principal Life has experienced no significant interruptions to normal business operations, including the processing of customer account data and transactions. Principal Life will continue its Year 2000 vigilance into early 2001. Based on the performance of its major technology systems to date, ongoing plans to deal with external relationships, and contingency plans, Principal Life believes that in the worst case scenario it will experience, at most, isolated and insignificant disruptions of business processes as a result of Year 2000 issues. Such disruptions are not expected to have a material effect on Separate Account C's future results of operations, liquidity, or financial condition.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Inapplicable. PART III Item 10. Directors and Executive Officers of the Registrant Inapplicable, the Registrant does not have any directors or executive officers. Item 11. Executive Compensation Inapplicable, the Registrant does not have any directors or executive officers. Item 12. Security Ownership of Certain Beneficial Owners and Management No person owns beneficially or of record the assets held by the Depositor, Principal Life Insurance Company, in the Separate Account. As contractholders of the variable contracts each contractholder has one vote in the election of the Board of Directors at annual meetings and upon other Principal Life Insurance Company matters, if any, where a policyholder's vote is taken. The contractholders have the same voting privilege as do all other policyholders of Principal Life Insurance Company. An individual participant (certificateholder) does not have a vote. There are no policyholders that are entitled to cast more than 5% of the votes to be cast. Item 13. Certain Relationships and Related Transactions Inapplicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents filed as part of this report: 1. The following financial statements are submitted herewith: Statements of Net Assets -- December 31, 2000 Statements of Operations -- Year ended December 31, 2000 Statements of Changes in Net Assets -- Years ended December 31, 2000 and 1999. Notes to Financial Statements -- December 31, 2000 2. Schedules - All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. 3. Exhibits: (20) Subsidiaries of the Registrant Subsidiaries of the Registrant The Registrant is a separate account of Principal Life Insurance Company. It has no subsidiary. Principal Life Insurance Company, as the Depositor of the Account, owns or controls, as of December 31, 2000, subsidiaries as follows: I. Principal Holding Company A. Organized in Iowa. B. Depositor owns 100% of outstanding stock. C. Subsidiaries of Principal Holding Company as of December 31, 2000, are as follows: 1. Patrician Associates, Inc. - a real estate development company. a. Organized in California. b. Principal Holding Company owns 100% of outstanding stock. 2. Petula Associates, Ltd. - a real estate development company. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 3. Principal Development Associates, Inc. - a real estate development company. a. Organized in California. b. Principal Holding Company owns 100% of outstanding stock. 4. Principal Spectrum Associates, Inc. - a real estate development company. a. Organized in California. b. Principal Holding Company owns 100% of outstanding stock. 5. Principal FC, Ltd. - a limited purpose investment corporation. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 6. Equity FC, Ltd. - a general business corporation that engages in investment transactions including limited partnership and limited liability companies. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 7. Invista Capital Management, LLC - an investment advisor. a. Organized in Delaware. b. Principal Holding Company owns 100% of outstanding stock. c. Subsidiary of Invista Capital Management, LLC is as of December 31, 2000, is as follows: (1) Principal Capital Trust (a business trust and private investment company). (a) Organized in Delaware. (b) Invista Capital Management, LLC owns 100% of outstanding shares. 8. HealthRisk Resource Group, Inc. - a general business corporation engaged in providing managed care expertise and administrative services to provider organizations. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 9. Principal Residential Mortgage, Inc. - a full service mortgage banking company. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. c. Susidiaries of Principal Residential Mortgage, Inc. as of December 31, 2000, are as follows: (1) Principal Wholesale Mortgage, Inc. - a brokerage and servicer of residential mortgages. (a) Organized in Iowa. (b) Principal Residential Mortgage, Inc. owns 100% of outstanding stock. (2) Principal Mortgage Reinsurance Company - a mortgage reinsurance company. (a) Organized in Vermont. (b) Principal Residential Mortgage, Inc. owns 100% of outstanding stock. (3) Principal Residential Mortgage Funding, LLC - a limited libility company. (a) Organized in Delaware. (b) Principal Residential Mortgage, Inc. owns 100% of outstanding stock. 10. Principal Asset Markets, Inc. - a residential mortgage loan broker - currently inactive. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 11. Principal Portfolio Services, Inc. - a corporation which provides mortgage diligence services. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. (12) The Admar Group, Inc. - a national managed care service organization that developes and manages preferred provider organizations (PPO's). a. Organized in Florida. b. Principal Holding Company owns 100% of outstanding stock. c. Subsidiary of The Admar Group, Inc. as of December 31, 2000, is as follows: (1) Admar Corporation - a managed care services organization. (a) Organized in California. (b) The Admar Group, Inc. owns 100% of outstanding stock. 13. The Principal Financial Group, Inc. - general business corporation established in connection with corporate identity - currently inactive. a. Organized in Delaware. b. Principal Holding Company owns 100% of outstanding stock. 14. Principal Bank - a federally chartered direct delivery savings bank. a. Federally organized. b. Principal Holding Company owns 100% of outstanding stock. 15. Principal Health Care, Inc. - a developer and administrator of health maintenance organizations HMO's. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 16. Dental-Net, Inc. - a managed dental care services organization. a. Organizaed in Arizona. b. Principal Holding Company owns 100% of outstanding stock. c. Subsidiary of Dental-Net, Inc. as of December 31, 2000, is as follows: (1) Employers Dental Services, Inc. - an prepaid dental plan organization. (a) Orgnized in Arizona. (b) Dental-Net, Inc. owns 100% outstanding stock. 17. Principal Financial Advisors, Inc. - a registered investment advisor. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. 18. Delaware Charter Guarantee & Trust Company - a corporation that administers individual and group retirement plans. a. Organized in Delaware. b. Principal Holding Company currently owns 100% of outstanding stock. 19. Principal Investors Corporation - general business corporation - not currently active. a. Organized in New Jersey. b. Principal Holding Company currently owns 100% of outstanding stock. 20. Principal Product Networks, Inc. - an insurance broker which markets select products. a. Organized in Delaware. b. Principal Holding Company owns 100% of outstanding stock. 21. Professional Pensions, Inc. - a corporation engaged in sales, marketing and administration of group insurance plans and third party administration for defined contribution plans. a. Organized in Conneticut. b. Principal Holding Company owns 100% of outstanding stock. c. Subsidiaries of Professional Pensions, Inc. as of December 31, 2000, are as follows: (1) Benefit Fiduciary Corporation - a corporation which services as a corporate trustee for retirement funds. (a) Organized in Rhode Island. (b) The Professional Pensions, Inc. owns 100% of outstanding stock. (2) PPI Employee Benefit Corporation - a registered broker dealer, limited to the sale of open-end mutual funds and variable insurance products. (a) Organized in Connecticut. (b) The Professional Pensions, Inc. owns 100% of outstanding stock. (3) Boston Insurance Trust, Inc. - a corporation which serves as trustee and administrator of insurance trusts and arrangements. (a) Organized in Massacusetts. (b) The Professional Pensions, Inc. owns 100% of outstanding stock. 22. Principal Generation Plant, LLC - a limited liability company that sales excess power. a. Organized in Delaware. b. Principal Holding Company owns 100% of outstanding stock. 23. Principal International, Inc. - a corporation engaged in international business development. a. Organized in Iowa. b. Principal Holding Company owns 100% of outstanding stock. c. Subsidiaries of Principal International, Inc. as of December 31, 2000, are as follows: (1) Zao Principal International - inactive. (a) Organized in Russia. (b) Principal International, Inc. owns 99% of outstanding stock and Principal Holding Company owns 1% of outstanding stock. (2) Principal International Argentina, S.A. - an Argentina services corporation. (a) Organized in Argentina. (b) Principal International, Inc. owns 99.99% of outstanding stock and Principal Financial Group, Inc. owns 0.01% of outstanding stock. (c) Subsidiaries of International Argentina, S.A. as of December 31, 2000, are as follows: (1) Principal Retiro Compania de Seguros de Retiro, S.A. - an Argentina annuity/employee benefit company. (a) Organized in Argentina. (b) Principal International Argentina S.A. owns approximately 99.9% of outstanding stock and Principal Life Compania de Seguros owns approximatly 0.1%. (2) Principal Life Compania de Seguros, S.A. - an Argentina life insurance company. (a) Organized in Argentina. (b) Principal International Argentina, S.A. owns 99.99% of outstanding stock and Principal International, Inc. owns .01% of outstanding stock. (3) Principal International (Asia) Limited - operating as a regional headquarters for Asia. (a) Organized in Hong Kong. (b) Principal International, Inc. owns 50% of outstanding stock and Principal Holding Company owns 50% of outstanding stock. (c) Subsidiary of Principal International (Asia) Limited as of December 31, 2000, is as follows: (1) Principal Capital Management (Asia) Ltd. - provides sales, marketing and client support. (a) Organized in Hong Kong. (b) Principal International (Asia) Limited owns 99.7140% of outstanding stock and Principal Asset Management Company (Asia) Limited owns approximately 0.2860% of outstanding stock. (4) Principal Asset Management Company (Asia) Ltd. - an asset management company. (a) Organized in Hong Kong. (b) Principal International, Inc. owns 99% of outstanding stock and Principal International (Asia) Limited owns approximately 1% of outstanding stock. (5) Principal Insurance Company (Hong Kong) Limited - for group life and group pension products. (a) Organized in Hong Kong. (b) Principal International, Inc. owns 87.169% of outstanding stock and Principal International (Asia) Limited owns 11.84% of outstanding stock. (6) Principal Trust Company (Asia) Limited - an Asia trust company. (a) Organized in Hong Kong. (b) Principal Holding Company owns 20% of outstanding stock, Principal Residential Mortgage, Inc. owns 20% of outstanding stock, Principal International (Asia) Limited owns 20% of outstanding stock, Principal Insurance Company (Hong Kong) Limited owns 20% outstanding stock and Principal International, Inc. owns approximately 20% of outstanding stock. (7) Principal Mexico Compania de Seguros, S.A. de C.V. - a life insurance company (individual group), personal accidents. (a) Organized in Mexico. (b) Principal International, Inc. owns 99% of outstanding stock and Principal Holding Company owns 1% of outstanding stock. (8) Principal Afore S.A. de C.V. - a pension corporation. (a) Organized in Mexico. (b) Principal International, Inc. owns 99% of outstanding stock and Principal Holding Company owns 1% of outstanding stock. (c) Subsidiary of Afore S.A.de C.V. as of December 31, 2000, is as follows: (1) Siefore Principal S.A. de C.V. - a mutual fund (separate account) company. (a) Organized in Mexico. (b) Principal Afore S.A. de C.V. owns 99% of outstanding stock and Principal International, Inc. owns 1% outstanding stock. (9) Principal Consulting (India) Private Limited - a consulting company - inactive. (a) Organized in India. (b) No shares issued. (10) Principal Pensiones, S.A. de C.V. - single premium annuity company. (a) Organized in Mexico. (b) Principal International, Inc. owns approximatly 99% of outstanding stock and Principal Holding Company owns approximately 1% of outstanding stock. II. Principal Development Investors, LLC - a limited liability company. A. Organized in Delaware. B. Depositor owns 100% of the outstanding stock. III. Principal Capital Management, LLC - a limited liability company that provides investment management services. A. Organized in Delaware. B. Depositor owns 100% of the outstanding stock. C. Subsidiaries of Principal Capital Management, LLC as of December 31, 2000, are as follows: 1. Principal Enterprise Capital, LLC - a limited liability company. a. Organized in Delaware. b. Principal Capital Management, LLC owns 100% outstanding stock. 2. Principal Commercial Acceptance, LLC - a Delaware LLC. a. Organized in Delaware. b. Principal Capital Management, LLC owns 100% outstanding stock. 3. Principal Capital Real Estate Investors, LLC - a regsitered investment advisor. a. Organized in Delaware. b. Principal Capital Management, LLC owns 100% outstanding stock. 4. Principal Commercial Funding, LLC - a correspondent lender and service provider for loans. a. Organized in Delaware. b. Principal Capital Management, LLC owns 100% outstanding stock. 5. Principal Principal Capital Income Investors, LLC - a limited liability company. a. Organized in Delaware. b. Principal Capital Management, LLC owns 100% outstanding stock. 6. Principal Capital Futures Trading Advisor, LLC - a limited liability company. a. Organized in Delaware. b. Principal Capital Management, LLC owns 100% outstanding stock. IV. Principal Net Lease Investors, LLC - a limited liability company which operates as a buyer and seller of net leased investments. A. Organized in Delaware. B. Depositor owns 100% of the outstanding stock. V. PT Asuransi Jiwa Principal Indonesia - a life insurance company which offers group and individual products. A. Organized in Indonsesia. B. Principal Life Insurance Company owns approximately 90% of outstanding stock and PT megah Cipta Persada Mandiri owns approximately 10% of outstanding stock. C. Subsidiaries of PT Asuransi Jiwa Principal Indonesia as of December 31, 2000, are as follows: 1. PT Jasa Principal Indonesia - a defined benefit pension company. a. Organized in Indonesia. b. PT Asuransi Jiwa Principal Indonesia owns approximately 90% of outstanding stock and PT Megah Cipta Persada Indonesia owns approximately 10% of outstanding stock. 2. PT Principal Capital Asset Management Indonesia - an asset management company. a. Organized in Indonesia. b. PT Asuransi Jiwa Principal Indonesia owns approximately 90% of outstanding stock and PT Megah Cipta Persada Indonesia owns approximately 10% of outstanding stock. VI. Executive Benefit Services, Inc.- marketing, sales and administration of executive employee benefit services. A. Organized in North Carolina. B. Depositor owns 100% of the outstanding stock. The Depositor's investment in its subsidiaries, which in turn includes the subsidiary's investment in its subsidiaries, is included in the financial statements of the Depositor. SIGNATURES Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, Principal Life Insurance Company has duly caused this report to be signed on behalf of Principal Life Insurance Company Separate Account C by the undersigned thereto duly authorized in the city of Des Moines and State of Iowa, on the 12th day of April, 2001. PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT C By PRINCIPAL LIFE INSURANCE COMPANY /s/ J. B. Griswell By ------------------------------------------------------ J. B. Griswell, President and Chief Executive Officer Attest: /s/ Joyce N. Hoffman - --------------------------------------------- Joyce N. Hoffman Senior Vice President and Corporate Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities with Principal Life Insurance Company and on the dates indicated. Signature Title Date /s/ J. B. Griswell President and April 12, 2001 - --------------------- Chief Executive Officer J. B. Griswell /s/ D. C. Cunningham Vice President and April 12, 2001 - ---------------------- Controller (Principal D. C. Cunningham Accounting Officer) /s/ M. H. Gersie Executive Vice President and April 12, 2001 - ---------------------- Chief Financial Officer M. H. Gersie (Principal Financial Officer) (B. J. Bernard)* Director April 12, 2001 - ---------------------- B. J. Bernard (J. Carter-Miller)* Director April 12, 2001 - ---------------------- J. Carter-Miller (D. J. Drury)* Director April 12, 2001 - ---------------------- D. J. Drury (C. D. Gelatt)* Director April 12, 2001 - ---------------------- C. D. Gelatt (C. S. Johnson)* Director April 12, 2001 - ---------------------- C. S. Johnson (W. T. Kerr)* Director April 12, 2001 - ---------------------- W. T. Kerr (L. Liu)* Director April 12, 2001 - ---------------------- L. Liu (V. H. Loewenstein)* Director April 12, 2001 - ---------------------- V. H. Loewenstein (R. D. Pearson)* Director April 12, 2001 - ---------------------- R. D. Pearson (F. F. Pena)* Director April 12, 2001 - ---------------------- F. F. Pena (J. R. Price, Jr.)* Director April 12, 2001 - ---------------------- J. R. Price, Jr. (D. M. Stewart)* Director April 12, 2001 - ---------------------- D. M. Stewart (E. E. Tallett)* Director April 12, 2001 - ---------------------- E. E. Tallett (F. W. Weitz)* Director April 12, 2001 - ---------------------- F. W. Weitz /s/ J. B. Griswell *By ------------------------------------- J. B. Griswell President and Chief Executive Officer Pursuant to Powers of Attorney Previously Filed or Included Herein