Registration No. 333-89446 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 -------- PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT (Exact Name of Registrant) -------- PRINCIPAL LIFE INSURANCE COMPANY (Name of Depositor) -------- 711 High Street Des Moines, Iowa 50309 (Address of Depositor's Principal Executive Offices) -------- (515) 247-5111 (Depositor's Telephone Number, Including Area Code) -------- Sarah H. Pitts Principal Life Insurance Company 711 High Street Des Moines, Iowa 50309 (Name and Address of agent for service of process) -------- Please send copies of all communications to J. SUMNER JONES Jones & Blouch 1025 Thomas Jefferson Street, N.W. Washington, DC 20007-0805 -------- Title and Amount of Securities: Principal Benefit Variable Universal Life Policy. (Pursuant to Rule 24F-2 under the Investment Company Act of 1940, the Registrant elects to register an indefinite amount of securities being registered.) Approximate date of proposed public offering: As soon as practicable after the effective date of the Registration Statement. The Registrant hereby amends its Registration Statement under the Securities Act of 1933 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT Registration Statement on Form S-6 Cross Reference Sheet Items of Form N-8B-2 Captions in Prospectus 1.............. Cover Page 2.............. Cover Page 3.............. Not Applicable 4.............. Distribution of the Policy 5.............. Principal Life Insurance Company Variable Life Separate Account 6(a)........... Not Applicable 6(b)........... Not Applicable 7.............. Not Required 8.............. Not Required 9.............. General Information (Legal Proceedings) 10(a).......... Ownership, Beneficiary, Assignment 10(b).......... Policy Values 10(c), 10(d)... Summary; Division Transfers; Automatic Portfolio Rebalancing; Surrenders; Right to Exchange Policy 10(e).......... Summary; Policy Termination and Reinstatement 10(f).......... Other Matters (Voting Rights) 10(g)(1), 10(g)(2), 10(h)(1), 10(h)(2)....... Principal Life Insurance Company Variable Life Separate Account; General Provisions (Addition, Deletion or Substitution of Investments) 10(g)(3), 10(g)(4), 10(h)(3), 10(h)(4)....... Not Applicable 10(i).......... Principal Life Insurance Company Variable Life Separate Account, The Policy (Policy Values); General Provisions (Addition, Deletion or Substitution of Investments); General Provisions (Optional Insurance Benefits); Federal Tax Matters 11............. Principal Life Insurance Company Variable Life Separate Account; General Provisions (Addition, Deletion or Substitution of Investments); Appendix 12(a).......... Cover page 12(b).......... Not Applicable 12(c).......... Principal Life Insurance Company Variable Life Separate Account 12(d).......... Distribution of the Policy 12(e).......... Principal Life Insurance Company Variable Life Separate Account 13(a).......... Principal Life Insurance Company Variable Life Separate Account; Charges and Deductions 13(b), 13(c), 13(d), 13(e), 13(f), 13(g)... Summary (Charges and Deductions); Charges and Deductions 14............. The Policy (To buy a Policy); Distribution of the Policy 15............. Summary (Premiums); The Policy (Payment of Premiums; Premium Limitations; Allocation of Initial Premiums) 16............. Summary (The Policy); Principal Life Insurance Company Variable Life Separate Account; The Policy (Policy Values); General Provisions (Addition, Deletion or Substitution of Investments) 17(a), 17(b), 17(c).......... Captions referenced under Items 10(c), 10(d), 10(e), and 10(i) above 18(a).......... Summary (Policy Value); The Policy (Policy Values) 18(b).......... Summary (Policy Value); The Policy (Policy Values) 18(c).......... Summary (Policy Loans); The Policy (Policy Values; Policy Loans; Loan Account) 18(d).......... Not Applicable 19............. Other Matters (Voting Rights; Statement of Values) 20(a), 20(b)... Principal Life Insurance Company Variable Life Separate Account; General Provisions (Addition, Deletion or Substitution of Investments); Other Matters (Voting Rights) 20(c), 20(d), 20(e), 20(f)... Not Applicable 21(a), 21(b)... Summary (Policy Loans); The Policy (Policy Values; Policy Loans) 21(c).......... Summary (Policy Value; Policy Loans); The Policy (Policy Values; Policy Loans) 22............. General Provisions (The Contract; Incontestability) 23............. Not Applicable 24............. Summary 25............. The Company 26............. Summary (Investment Account); The Policy (Division Transfers) 27............. The Company 28............. Executive Oficers (Other than Directors); Directors) Principal Life Insurance Company 29............. The Company 30............. Not Applicable 31............. Not Applicable 32............. Not Applicable 33............. Not Applicable PRINCIPAL BENEFIT VARIABLE UNIVERSAL LIFE VARIABLE UNIVERSAL LIFE INSURANCE POLICY This prospectus is dated__________________. The Principal Benefit Variable Universal Life Insurance Policy (the "Policy") is issued by Principal Life Insurance Company (the "Company"). This Policy is for use by corporations, employers, trusts, associations or similar entities. The Policy is designed for financing non-qualified executive deferred compensation plans, salary continuation plans, post-employment benefits or other similar purposes. As in the case of other life insurance policies, it may not be in your best interest to buy this Policy as a replacement for, or in addition to, existing insurance coverage.The Policy involves investment risk, including possible loss of principal. This prospectus provides information that you should know before buying a Policy. It is accompanied by a current prospectus for the underlying mutual funds that are available as investment options under the Policy. Please read these prospectuses carefully and keep them for future reference. The Securities and Exchange Commission ("SEC") has not approved or disapproved this security or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Policy offered by this prospectus may not be available in all states. This prospectus is not an offer to sell or solicitation of an offer to buy the Policy in states in which the offer or solicitation may not be lawfully made. No person is authorized to give any information or to make any representation in connection with this Policy other than those contained in this prospectus. TABLE OF CONTENTS GLOSSARY................................................................ SUMMARY................................................................. THE COMPANY............................................................. PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT......... THE FUNDS............................................................... THE POLICY.............................................................. DEATH BENEFITS AND RIGHTS............................................... CHARGES AND DEDUCTIONS.................................................. POLICY TERMINATION AND REINSTATEMENT.................................... OTHER MATTERS........................................................... GENERAL PROVISIONS...................................................... OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION.............. EXECUTIVE OFFICERS OF PRINCIPAL LIFE INSURANCE COMPANY (OTHER THAN DIRECTORS) DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY........................... DISTRIBUTION OF THE POLICY.............................................. STATE REGULATION........................................................ FEDERAL TAX MATTERS..................................................... GENERAL INFORMATION..................................................... FINANCIAL STATEMENTS.................................................... APPENDIX A - INVESTMENT DIVISIONS....................................... APPENDIX B - ILLUSTRATIONS.............................................. APPENDIX C - TARGET PREMIUMS............................................ APPENDIX D - APPLICABLE PERCENTAGES (for Life Insurance Definition Test) GLOSSARY ADJUSTMENT - change to the Policy resulting from an increase or decrease in total face amount or a change in smoking status, death benefit option, rating or riders. ADJUSTMENT DATE - the monthly date on or next following the Company's approval of a requested adjustment. ATTAINED AGE - the insured's issue age plus the number of full policy years since the policy date. BUSINESS DAY - any date that the New York Stock Exchange ("NYSE") is open for trading and trading is not restricted. DIVISION - a part of the separate account which invests in shares of a corresponding mutual fund. EFFECTIVE DATE - the date on which all requirements for issuance of a Policy have been satisfied. GENERAL ACCOUNT - assets of the Company other than those allocated to any of our separate accounts. INSURED - the person named as the "insured" on the application for the Policy. The insured may or may not be the owner of the Policy. LOAN ACCOUNT - that part of the dollar amount in the policy value that reflects the total loan indebtedness. MONTHLY DATE - the day of the month which is the same day as the policy date. Example: If the policy date is May 5, 2003, the first monthly date is June 5, 2003. MONTHLY POLICY CHARGE - the amount subtracted from the policy value on each monthly date equal to the sum of the cost of insurance and of additional benefits provided by any rider plus the asset based charge in effect on the monthly date. NET POLICY VALUE - the policy value minus any outstanding policy loans and unpaid loan interest. NET PREMIUM - the gross premium less the deductions for the premium expense charge. It is the amount of premium allocated to the divisions. NET SURRENDER VALUE - surrender value minus any outstanding policy loans and unpaid loan interest. NOTICE - any form of communication that we receive that provides the information we need which may be in writing sent to us by mail or by facsimile or by calling the service office. OWNER - the party which owns all the rights and privileges of this Policy. POLICY DATE - the date from which monthly dates, policy years and policy anniversaries are determined. POLICY FACE AMOUNT - the insurance benefit provided by the Policy without any riders. POLICY MONTH - any one-month period beginning on the monthly date. Example: The monthly date is May 5, 2003, the first policy month ends on June 4, 2003. POLICY VALUE - an amount equal to the division value(s) plus the loan account value. POLICY YEAR - the one-year period beginning on the policy date and ending one day before the policy anniversary and any subsequent one year period beginning on a policy anniversary. Example: If the policy date is May 5, 2003, the first policy year ends on May 4, 2004. The first policy anniversary falls on May 5, 2004. PREMIUM EXPENSE CHARGE - the charge deducted from premium payments to cover a sales charge, state and local premium taxes and federal taxes. PRORATED BASIS - is the proportion that the value of a particular division bears to the total value of all divisions. SERVICE OFFICE - Principal Financial Group Service Center P.O.Box 724447 Atlanta GA 31139 Phone: 1-888-737-3855 Fax: 1-770-690-1900 SURRENDER VALUE - an amount equal to the policy value minus any surrender charges. The surrender value also includes any value provided by a rider benefit. TARGET PREMIUM - a premium amount used to determine any applicable premium expense charge and surrender charge under a Policy. TOTAL FACE AMOUNT - policy face amount plus face amount of the supplemental benefit rider, if any. . UNDERLYING MUTUAL FUND - a registered open-end investment company, or a separate division or portfolio thereof, in which a division invests. UNIT - the accounting measure used to calculate the value of the divisions. VALUATION PERIOD - the period begins at the close of normal trading on the NYSE, generally 4:00 p.m. E.T., on each business day and ends at the close of normal trading of the NYSE on the next business day. WRITTEN REQUEST - actual delivery to the Company or the service office of a written notice or request, signed and dated, on a form we supply or approve. SUMMARY This prospectus describes a flexible variable universal life policy offered by the Company. This is a brief summary of the Policy's features. More detailed information follows later in this prospectus. THE POLICY The Policy is designed to provide: .. insurance protection; .. a death benefit payable at the death of the insured; .. flexibility in: . the amount and frequency of premium payments (subject to certain limitations); and . the amount of life insurance proceeds payable under the Policy; .. policy loans; and .. a net surrender value which may be accessed by a partial or full surrender of the Policy. Net premium payments are allocated to divisions. All divisions may not be available in all states. A current list of divisions available in your state may be obtained from a sales representative or the Company. Each division invests in shares of an underlying mutual fund. More detailed information about the underlying mutual funds may be found in the current prospectus for each underlying mutual fund. The underlying mutual funds are NOT available to the general public directly. The underlying mutual funds are available only as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies and qualified plans. Some of the underlying mutual funds have been established by investment advisers that manage publicly traded mutual funds having similar names and investment objectives. While some of the underlying mutual funds may be similar to, and may in fact be modeled after publicly traded mutual funds, the underlying mutual funds are not otherwise directly related to any publicly traded mutual fund. Consequently, the investment performance of publicly traded mutual funds and of any underlying mutual fund may differ substantially. The following divisions are currently available (subject to state availability): DIVISION DIVISION AIM V.I. Aggressive Growth JPMorgan Bond AIM V.I. International Growth JPMorgan SmallCap AIM V.I. Premier Equity MFS VIT Emerging Growth American Century VP Income & Growth MFS VIT MidCap Growth American Century VP International MFS VIT New Discovery American Century VP Ultra MFS VIT Value American Century VP Value Neuberger Berman AMT Guardian Berger IPT MidCap Value Bond Dreyfus VIF Appreciation Capital Value Dreyfus DIP Core Value Equity Growth Dreyfus VIF Quality Bond Government Securities Dreyfus VIF Small Cap Growth Dreyfus Socially Responsible Growth International DIP Founders Discovery International SmallCap DIP Founders Growth LargeCap Blend Fidelity VIP II Asset Manager LargeCap Growth Fidelity VIP II Contrafund LargeCap Value Fidelity VIP Equity-Income MidCap Fidelity VIP Growth MidCap Growth Fidelity VIP High Income MidCap Growth Equity Fidelity VIP MidCap MidCap Value Franklin Income Securities Money Market Franklin Mutual Discovery Real Estate Franklin Mutual Shares SmallCap Franklin Rising Dividends SmallCap Growth Franklin Small Cap Value Securities SmallCap Value INVESCO VIF - Core Equity Putnam VT Growth & Income INVESCO VIF - Dynamics Putnam VT International Growth INVESCO VIF - Health Sciences Putnam VT Voyager INVESCO VIF - Small Company Growth Vanguard VIF Balanced INVESCO VIF - Technology Vanguard VIF Equity Index Janus Aspen Aggressive Growth Vanguard VIF MidCap Index Janus Aspen Balanced Wells Fargo VT Asset Allocation Janus Aspen Core Equity Wells Fargo VT Equity Income Janus Aspen Flexible Income Wells Fargo VT Large Company Growth Janus Aspen International Growth Janus Aspen Strategic Value Janus Aspen Worldwide Growth PREMIUMS Within certain limits, you may select the amount and frequency of premium payments. POLICY VALUE The policy value is: .. the value(s) of the policy division(s) .. plus the value of the loan account. It is possible that the investment performance could cause a loss of the entire amount allocated to the divisions. Without additional premium payments or a death benefit guarantee rider, it is possible that no death benefit would be paid upon the insured's death. TRANSFERS Amounts may be transferred between the divisions. POLICY LOANS Loans may be taken against the policy value any time the Policy has a net surrender value. The minimum amount of a loan is $500. The maximum amount of a loan is 90% of the net surrender value. LOAN ACCOUNT When a policy loan is taken, a loan account is established. Interest is charged on the policy loan. An amount equal to the amount of the policy loan is redeemed from the divisions and the proceeds are transferred to the loan account. The loan account earns interest. SURRENDERS (FULL AND PARTIAL) Full Surrender - -------------- .. The Policy may be surrendered and the net surrender value paid to the owner. .. We calculate the net surrender value as of the business day we receive the written surrender request. Partial Surrender - ----------------- .. After the first policy year, a Policy may be partially surrendered and the proceeds paid to the owner. .. The minimum amount of partial surrender is $500. .. The amount surrendered may not be greater than 90% of the net surrender value. .. The total face amount may be reduced by the amount of the partial surrender (and any transaction fee). Preferred Partial Surrender (available if Death Benefit Option 1 is in effect) - ------------------------------------------------------------------------------ .. In any policy year, 5% of the net surrender value as of the end of the prior policy year may be surrendered without a resulting decrease in the total face amount. .. Any amount surrendered in excess of 5% may cause a reduction in the total face amount. .. The 5% preferred partial surrender privilege is not cumulative from year-to-year. CHARGES AND DEDUCTIONS The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender the Policy, or transfer cash value between investment options. TRANSACTION FEES ------------------------------------------------------------------------------ CHARGE WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED ------------------------------------------------------------------------------ Maximum Sales Charge Imposed on Premiums up to Target Premium from each premium paid 6.50% of premium paid - all years ------------------------------------------------------------------------------ Maximum Sales Charge Imposed on Premiums over Target Premium - years 1-5 (after from each premium paid 5.00% of premium paid issue or adjustment) ------------------------------------------------------------------------------ Maximum Sales Charge Imposed on Premiums over Target Premium - years 6 and later (after issue or from each premium paid 6.50% of premium paid adjustment) ------------------------------------------------------------------------------ Premium Taxes (federal, state and from each premium paid 3.45% of premium paid local) ------------------------------------------------------------------------------ Maximum Deferred from surrender proceeds 75% of target premium Sales Charge* ------------------------------------------------------------------------------ from each partial surrender after the 2nd $25 per partial Other Surrender Fee partial surrender in a surrender policy year ------------------------------------------------------------------------------ upon each unscheduled currently zero but we transfer after the first reserve the right to Transfer Fees unscheduled transfer in a impose a transfer fee of policy month. no more than $25 ------------------------------------------------------------------------------ * Deferred sales charges (surrender fees) decline over time. DEFERRED SALES CHARGE (AS % OF TARGET PREMIUM) ------------------------------------------------------------------ POLICY YEAR AGES 20-65* AGES 66-70* AGES 71-75* ------------------------------------------------------------------ 1 75 75 55 ------------------------------------------------------------------ 2 75 70 50 ------------------------------------------------------------------ 3 75 65 45 ------------------------------------------------------------------ 4 70 60 40 ------------------------------------------------------------------ 5 60 50 35 ------------------------------------------------------------------ 6 50 45 30 ------------------------------------------------------------------ 7 40 35 25 ------------------------------------------------------------------ 8 30 30 20 ------------------------------------------------------------------ 9 20 20 15 ------------------------------------------------------------------ 10 10 10 5 ------------------------------------------------------------------ * Age at issue or adjustment The next table describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including underlying mutual fund fees and expenses. PERIODIC CHARGES OTHER THAN UNDERLYING MUTUAL FUND OPERATING EXPENSES ------------------------------------------------------------------------------ WHEN CHARGE CHARGE IS DEDUCTED AMOUNT DEDUCTED ------------------------------------------------------------------------------ Cost of Insurance*: ------------------------------------------------------------------------------ $0.02 increasing to $83.33 per $1,000 of Minimum and Maximum total face amount (equivalent to $0.25 Charge monthly increasing to $1,000 per $1,000 per year) ------------------------------------------------------------------------------ Charge for a representative Policy owner $0.07 increasing to $83.33 per $1,000 of (45-year old male total face amount (equivalent to $0.83 with a risk increasing to $1,000 per $1,000 per classification of monthly year) preferred non-smoker) ------------------------------------------------------------------------------ equivalent to: Asset Based Charge monthly . policy years 1-10: 0.40% per year . after policy year 10: 0.30% per year ------------------------------------------------------------------------------ Accounting Benefit monthly equivalent to $0.10 per $1,000 per year Rider ------------------------------------------------------------------------------ Policy loan interest as a percentage of loan balance (applies policy years 1-10: 5.0% per year only if policy loan daily after policy year 10: 4.3% per year outstanding) ------------------------------------------------------------------------------ * The cost of insurance charge varies based on individual characteristics (the gender, issue age and age at adjustment, duration since issue and since adjustment, smoking status, and risk classification of the insured) and the charge shown in the table may not be representative of the charge that a particular policy owner will pay. You may obtain more information about the particular cost of insurance charge that would apply to you from your registered representative or by phoning 1-800-247-9988. The next table describes the underlying mutual fund fees and expenses that you will pay periodically during the time that you own the Policy. The table shows the minimum and maximum fees and expenses charged by any of the underlying mutual funds. More detail concerning the fees and expenses of each underlying mutual fund is contained in the prospectus for each underlying mutual fund. Annual Underlying Mutual Fund Operating Expenses (expenses that are deducted from underlying mutual fund assets) as of December 31, 2001. MANAGEMENT FEES 12B-1 OTHER EXPENSES TOTAL EXPENSES UNDERLYING MUTUAL FUNDS AFTER REIMBURSEMENT FEES AFTER REIMBURSEMENT AFTER REIMBURSEMENT/(1)/ ----------------------- ------------------- ----- ------------------- ------------------------ AIM V.I. Aggressive Growth Division 0.80% N/A 0.41% 1.21% AIM V.I. International Growth Division 0.73 N/A 0.32 1.05 AIM V.I. Premier Equity 0.60 N/A 0.25 0.85 American Century VP Income & Growth 0.70 0.25'% 0.00 0.95 American Century VP International 1.19 0.25 0.00 1.44 American Century VP Ultra 0.90 0.25 0.00 1.15 American Century VP Value 0.86 0.25 0.00 1.11 Berger IPT MidCap Value 0.75 0.25 0.33 1.20/(2)/ Dreyfus DIP Core Value 0.75 0.25 0.00 1.00 Dreyfus VIF Appreciation 0.75 0.25 0.10 1.10 Dreyfus VIF Quality Bond 0.65 0.25 0.11 1.01 Dreyfus VIF Small Cap 0.75 0.25 0.11 1.11 Dreyfus Socially Responsible Growth 0.75 0.25 0.09 1.09 DIP Founders Discovery 0.90 0.25 0.62 1.50 DIP Founders Growth 0.75 0.25 0.40 1.00 Fidelity VIP II Asset Manager 0.53 0.25 0.12 0.90/(3)/ Fidelity VIP II Contrafund 0.58 0.25 0.11 0.94/(3)/ Fidelity VIP Equity-Income 0.48 0.25 0.11 0.84/(3)/ Fidelity VIP Growth 0.58 0.25 0.10 0.93/(3)/ Fidelity VIP High Income 0.58 0.25 0.15 0.98/(3)/ Fidelity VIP MidCap 0.58 0.25 0.11 0.94/(3)/ Franklin Income Securities 0.49 0.25 0.04 0.78 Franklin Mutual Discovery 0.80 0.25 0.22 1.27 Franklin Mutual Shares Securities 0.60 0.25 0.19 1.04 Franklin Rising Dividends 0.74 0.25 0.02 1.01 Franklin Small Cap Value Securities 0.57 0.25 0.20 1.02 INVESCO VIF - Core Equity 0.75 N/A 0.34 1.09/(3)/ INVESCO VIF - Dynamics 0.75 N/A 0.33 1.08/(3)/ INVESCO VIF - Health Sciences 0.75 N/A 0.31 1.06/(3)/ INVESCO VIF - Small Company Growth 0.75 N/A 0.50 1.29/(3)(4)/ INVESCO VIF - Technology 0.75 N/A 0.32 1.07/(3)/ Janus Aspen Aggressive Growth 0.65 0.25 0.02 0.92/(5)/ Janus Aspen Balanced 0.65 0.25 0.01 0.91/(5)/ Janus Aspen Core Equity 0.65 0.25 0.40 1.30/(5)/ Janus Aspen Flexible Income 0.64 0.25 0.02 0.91/(5)/ Janus Aspen International Growth 0.65 0.25 0.06 0.96/(5)/ Janus Aspen Strategic Value 0.65 0.25 0.70 1.50/(5)/ Janus Aspen Worldwide Growth 0.55 0.25 0.04 0.94/(5)/ JP Morgan Bond 0.30 N/A 0.45 0.75 JP Morgan SmallCap 0.60 N/A 0.55 1.15 MFS VIT Emerging Growth 0.75 0.25 0.12 1.12/(3)/ MFS VIT MidCap Growth 0.75 0.25 0.15 1.15/(3)/ MFS VIT New Discovery 0.90 0.25 0.16 1.31/(3)/ MFS VIT Value 0.75 0.25 0.15 1.15/(2)(3)/ Neuberger Berman AMT Guardian 0.85 0.25 0.13 1.23 Principal VCF Bond 0.49 N/A 0.01 0.50 Principal VCF Capital Value 0.60 N/A 0.01 0.61 Principal VCF Equity Growth 0.74 N/A 0.01 0.75 Principal VCF Government Securities 0.48 N/A 0.01 0.49 Principal VCF Growth 0.60 N/A 0.01 0.61 Principal VCF International 0.85 N/A 0.07 0.92 Principal VCF International SmallCap 1.20 N/A 0.21 1.41 Principal VCF LargeCap Blend 0.75 N/A 0.25 1.05/(2)/ Principal VCF LargeCap Growth 1.10 N/A 0.07 1.17 Principal VCF LargeCap Value 0.75 N/A 0.11 0.86/(2)/ Principal VCF MidCap 0.61 N/A 0.01 0.62 Principal VCF MidCap Growth 0.90 N/A 0.07 0.97 Principal VCF MidCap Growth Equity 0.75 N/A 0.35 1.35/(6)/ Principal VCF MidCap Value 1.05 N/A 0.31 1.36 Principal VCF Money Market 0.48 N/A 0.02 0.50 Principal VCF Real Estate 0.90 N/A 0.02 0.92 Principal VCF SmallCap 0.85 N/A 0.15 1.00 Principal VCF SmallCap Growth 1.00 N/A 0.05 1.05 Principal VCF SmallCap Value 1.10 N/A 0.14 1.24 Putnam VT Growth & Income 0.46 0.25 0.04 0.75 Putnam VT International Growth 0.76 0.25 0.18 1.19 Putnam VT Voyager 0.51 0.25 0.05 0.81 Vanguard VIF Balanced 0.28 N/A 0.02 0.30 Vanguard VIF Equity Index 0.16 N/A 0.02 0.18 Vanguard VIF MidCap Index 0.24 N/A 0.06 0.30 Wells Fargo VT Asset Allocation 0.49 0.25 0.26 1.00/(2)/ Wells Fargo VT Equity Income 0.32 0.25 0.43 1.00 Wells Fargo VT Large Company Growth 0.54 0.25 0.21 1.00/(2)/ / //(1)/ The Company and Princor Financial Services Corporation may receive a portion of the underlying fund expenses for recordkeeping, marketing and distribution services. / //(2)/ Expenses for this fund are estimated for 2002. / //(3)/ Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses, and/or because through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's custodian expenses. See the accompanying fund prospectus for details. / //(4)/ Voluntary waiver of expenses capped fund expenses at 1.25% for year ended December 31, 2001. / //(5)/ All expenses are shown without the effect of any expense offset arrangements. / //(6)/ Voluntary waiver of expenses capped fund expenses at 1.10% for year ended December 31, 2001. .. Some underlying mutual funds are subject to fee waivers and expense reimbursements. The following chart shows MANAGEMENT FEES 12B-1 OTHER EXPENSES TOTAL EXPENSES UNDERLYING MUTUAL FUNDS BEFORE REIMBURSEMENT FEES BEFORE REIMBURSEMENT BEFORE REIMBURSEMENT/(1)/ ----------------------- -------------------- ----- -------------------- ------------------------- Dreyfus DIP Core Value 0.75% 0.25% 0.27% 1.27%/ ( DIP Founders Discovery 0.90 0.25 0.62 1.77/ (2 DIP Founders Growth 0.75 0.25 0.40 1.40/ (2 Franklin Rising Dividends 0.75 0.25 0.02 1.02/ (3 Franklin Small Cap Value Securities 0.60 0.25 0.20 1.05/ (3 INVESCO VIF - Small Company Growth 0.75 N/A 0.54 1.29/ (4 Janus Aspen Strategic Value 0.65 0.25 0.70 1.60/ (2 MFS VIT MidCap Growth 0.75 0.25 0.20 1.20/ (6 MFS VIT New Discovery 0.90 0.25 0.19 1.34/ (6 MFS VIT Value 0.75 0.25 0.44 1.44/ (6 Principal VCF MidCap Growth Equity 1.00 N/A 0.35 1.35/ (9 Wells Fargo VT Asset Allocation 0.55 0.25 0.26 1.06/ (2 Wells Fargo VT Equity Income 0.55 0.25 0.43 1.23/ (2 Wells Fargo VT Large Company Growth 0.55 0.25 0.21 1.01/ (2 / //(1)/ The Company and Princor Financial Services Corporation may receive a portion of the underlying fund expenses for recordkeeping, marketing and distribution services. / //(2) /This a contractual waiver through December 31, 2002. / //(3) /The manager agreed in advance to reduce its fees to reflect reduced services from the Fund's investment in a Franklin Templeton money fund, as required by the Board and an SEC order. / //(4)/ Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses, and/or because through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's custodian expenses. See the accompanying fund prospectus for details. / //(5)/ Voluntary waiver of expenses capped fund expenses at 1.25% for year ended December 31, 2001. / //(6)/ All expenses are shown without the effect of any expense offset arrangements. / //(7) /This a contractual waiver through May 1, 2003. / //(8)/ Expenses for this fund are estimated for 2002. / //(9)/ Voluntary waiver of expenses capped fund expenses at 1.10% for year ended December 31, 2001. DEATH BENEFITS AND PROCEEDS The death proceeds are paid to the beneficiary(ies) when the insured dies. Death proceeds are calculated as of the date of death of the insured. The amount of the death proceeds is: .. the death benefit plus interest (as explained in DEATH PROCEEDS AND RIGHTS - Death Proceeds); .. minus outstanding policy loans and unpaid loan interest; .. minus any overdue monthly policy charges (Overdue monthly policy charges arise when a policy is in a grace period and the net policy value is insufficient to cover the sum of the cost of insurance and of additional benefits provided by any rider plus the asset based charge.). The Policy provides for three death benefit options. A death benefit option is elected on the application. Subject to certain conditions, the death benefit option may be changed after the Policy has been issued. Death proceeds are paid in cash or applied under a benefit payment option. We pay interest on the death proceeds as required by state law. MATURITY PROCEEDS If the insured is living on the maturity date (shown on your current data pages), we will pay the owner an amount equal to the net surrender value. The Policy then terminates. Maturity proceeds are paid in cash lump sum or applied under a benefit payment option. ADJUSTMENT OPTIONS The total face amount may be increased or decreased. The minimum amount of an increase is $10,000 and is subject to our underwriting guidelines in effect at the time the increase is requested. A decrease in total face amount may be requested: .. on or after the first policy anniversary; and .. if the request does not decrease the total face amount below $100,000. TERMINATION AND REINSTATEMENT The Policy terminates: .. upon a full policy surrender; .. when death proceeds are paid; .. when maturity proceeds are paid; or .. if sufficient premium payments are not made before the expiration of a 61-day grace period. Subject to certain conditions, a Policy that terminated because of insufficient policy value may be reinstated. EXAMINATION PERIOD (FREE-LOOK PROVISION) .. The Policy may be returned during the examination period that is generally 10 days but may be longer in certain states. .. Based on state law, we return either all premiums paid or the net policy value. THE COMPANY The Company is a stock life insurance company with its home office at: Principal Financial Group, Des Moines, Iowa 50306. It is authorized to transact life and annuity business in all of the United States and the District of Columbia. The Company is a wholly owned subsidiary of Principal Financial Services, Inc., which in turn, is a directly wholly owned subsidiary of Principal Financial Group, Inc. On June 24, 1879, the 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. Effective October 26, 2001, Principal Mutual Holding Company converted to a stock company and Principal Financial Group, Inc. completed its initial public offering. PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT The separate account was established under Iowa law on November 2, 1987. It was then registered as a unit investment trust with the SEC. This registration does not involve SEC supervision of the investments or investment policies of the separate account. The income, gains, and losses, whether or not realized, of the separate account are credited to or charged against the separate account without regard to other income, gains, or losses of the Company. Obligations arising from the Policy, including the promise to make benefit option payments, are our general corporate obligations. However, the Policy provides that the portion of the separate account's assets equal to the reserves and other liabilities under the Policy are not charged with any liabilities arising out of any other business of the Company. The assets of each division invest in a corresponding underlying mutual fund. New divisions may be added and made available. Divisions may also be eliminated from the separate account following SEC approval. THE FUNDS The funds are mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies. The funds provide the investment vehicles for the divisions. A full description of the funds, their investment objectives, policies and restrictions, charges and expenses and other operational information is contained in the attached prospectuses (which should be read carefully before investing). Additional copies of these documents are available from a sales representative or our home office. Appendix A contains a brief summary of the investment objectives of each division. An Investment Advisor agrees to provide investment advisory services for a specific underlying mutual fund. For these services, the Investment Advisor is paid a fee. The Company purchases and sells fund shares for the separate account at their net asset value without any sales or redemption charge. The separate account has divisions that correspond to interests in the underlying mutual funds. The assets of each division are separate from the others. A division's performance has no effect on the investment performance of any other division. THE POLICY The descriptions that follow are based on provisions of the Policy offered by this prospectus. TO BUY A POLICY A completed application and required supplements must be submitted to us through an agent or broker selling the Policy. The minimum total face amount when the Policy is originally issued is $100,000. We reserve the right to increase or decrease the minimum total face amount. If the minimum total face amount is changed, the new minimum would apply only to Policies issued after the effective date of the change. To issue a Policy, we require that the insured be age 75 or younger as of the policy date. Other underwriting restrictions may apply. An applicant for the Policy must: .. furnish satisfactory evidence of insurability of the insured; and .. meet our insurance underwriting guidelines and suitability rules. If you want insurance coverage to start at the time the application is submitted, a payment must be sent with the completed application. The amount is shown on the Policy illustration provided by your registered representative. If this amount is submitted with the application, a conditional receipt may be given to you. The receipt acknowledges the initial payment and details any interim conditional insurance coverage. We reserve the right to reject any application or related premium if we determine that our underwriting guidelines, suitability rules or procedures have not been met. Policy Date - ----------- If we issue a Policy, a policy date is determined. Policies will not be dated on the 29th, 30th or 31st of any month. Policies that would otherwise be dated on these dates are dated on the 28th of the same month. Policies that are issued on a COD basis and that would otherwise be dated on the 29th, 30th or 31st of a month will be dated on the first day of the following month. The policy date is shown on the current data pages. Current data pages are the most recent Policy specification pages issued to a Policy owner and are located in the Policy. Upon specific request and our approval, the Policy may be backdated. The policy date may not be more than six months prior to the date of application (or shorter period if required by state law). Payment of at least the monthly policy charges is required for the backdated period. Monthly policy charges are deducted from the policy value for the backdated period. Effective Date - -------------- The Policy date and the effective date are the same unless: .. a backdated Policy date is requested; or .. a Policy is applied for on a COD basis (the effective date is the date we received at least the monthly policy charge and all requirements for issuance of the Policy have been satisfied); or .. application amendments are required (the effective date is the date we receive, review and accept amendments). The insurance coverage does not take effect until you actually receive the Policy. If the insured was to die before you actually receive the Policy, there is no coverage under the Policy (coverage is determined solely under the terms of conditional receipt, if any). PAYMENT OF PREMIUMS The amount and frequency of the premium payments affects the policy value, the net policy value and how long the Policy remains in force. After the initial premium, you may determine the amount and timing of subsequent premium payments within certain restrictions. You must pay premiums to us at: Principal Financial Group Service Center P.O.Box 724447 Atlanta GA 31139 Preauthorized withdrawals may be set up on a monthly basis (to allow us automatically to deduct premium payments from a checking or other financial institution account). We send premium reminder notices of the planned periodic premium amount if an annual, semiannual or quarterly premium payment schedule is established. Unscheduled payments may be sent to our service office. TARGET PREMIUM, The target premium is based on the gender, if applicable, age and risk classification of the insured (see APPENDIX C - TARGET PREMIUM). The target premium is a calculated premium amount used to determine the premium expense charge and the surrender charge. The target premium is not required to be paid. Payment of a required minimum premium provides for the Death Benefit Guarantee Rider (as described in GENERAL PROVISIONS - Optional Insurance Benefits). PREMIUM LIMITATIONS In no event may the total of all premiums paid, both scheduled and unscheduled, be more than the current maximum premium payments allowed for life insurance under the Internal Revenue Code (the "Code"). If a premium payment is made that would result in total premiums exceeding the current maximum limitation, we only accept that portion of the payment that makes total premiums equal the maximum. Unless otherwise directed, any excess will be returned and no further premiums accepted until allowed by the current maximum premium limitations. EXAMINATION PERIOD (FREE-LOOK PROVISION) Under state law, the Policy may be returned for any reason during the examination period. The request and the Policy must be mailed to us or returned to the agent no later (as determined by the postmark) than the last day of the examination period as shown below. The examination period is the later of: .. 10 days after the Policy is delivered to you; and .. such later date as specified by applicable state law. NOTE: If the purchase of this Policy is a replacement for another life insurance policy or an annuity contract, different examination periods may apply. In those states which require return of premium, we reserve the right to retain the initial net premium payment in the Money Market division longer than 10 days to correspond to the examination period of a particular state's replacement requirements. ALLOCATION OF INITIAL PREMIUMS We allocate initial net premiums on the later of the policy date or the effective date. Certain states require that the premium be refunded if the Policy is returned during the examination period. If the Policy is issued in one of those states, the initial net premium is allocated to the Money Market division on the later of the policy date or the effective date. After the examination period, the initial net premium is re-allocated to the divisions according to your instructions. If the day following the examination period is not a business day, the transfer will occur on the next business day. Example: If the examination period is 10 days and the effective date of the Policy is February 1st, at the close of business on February 11th, the net premium is reallocated to the division(s) that you selected. If the Policy is issued in a state which does not require refund of premiums paid, the initial net premium is allocated to the divisions on the later of the policy date or the effective date. States which do not require refund of premiums paid are: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Iowa, Kansas, Oregon, South Dakota, Tennessee, Washington, Wisconsin and Wyoming. Different rules may apply if this Policy is a replacement for another life insurance policy or an annuity contract. Allocations are made to the divisions according to your instructions. The total of all the percentages for the divisions must equal 100. The percentage allocation for future premium payments may be changed, without charge, at any time by: .. sending a notice to our service office; .. calling us (if telephone privileges apply (1-888-737-3855)); or .. faxing the notice to us (1-770-690-1900). The allocation changes are effective at the end of the valuation period in which the new instructions are received. NOTE: See GENERAL PROVISIONS - Delay of Payments. POLICY VALUES The policy value is equal to the sum of the values in the divisions and loan account (see THE POLICY - Loan Account). The policy value also reflects premium payments, partial surrenders, transaction charges, policy loans and the policy expenses deducted from the divisions. There is no guaranteed minimum division value. Its value reflects the investment experience of the division. It is possible that the investment performance could cause a loss of the entire amount allocated to the division. Without additional premium payments or a rider, it is possible that no death benefit would be paid upon the insured's death. At the end of any valuation period, the Policy's value in a division is: .. the number of units in the division attributable to the Policy .. multiplied by the value of a unit in the division. The number of units is the total of units purchased by allocations to the division from: .. the initial premium payment (less premium expense charges); .. plus subsequent premium payments (less premium expense charges); .. plus transfers from another division minus units sold: .. for partial surrenders from the division; .. as part of a transfer to another division or the loan account; and .. to pay monthly policy charges and any transaction fees. Unit values are calculated each business day. To calculate the unit value of a division, the unit value from the previous business day is multiplied by the division's net investment factor for the current valuation period. The number of units does not change due to a change in unit value. The net investment factor measures the performance of each division. The net investment factor for a valuation period is calculated as follows: [{the share price of the underlying mutual fund at the end of the valuation period before that day's transactions plus the per share amount of the dividend (or other distribution) made by the mutual fund during the valuation period} divided by the share price of the underlying mutual fund at the end of the previous valuation period after that day's transactions]. When an investment owned by an underlying mutual fund pays a dividend, the dividend increases the net asset value of a share of the underlying mutual fund as of the date the dividend is recorded. As the net asset value of a share of an underlying mutual fund increases, the unit value of the corresponding division also reflects an increase. Payment of a dividend under these circumstances does not increase the number of units in the division attributable to the Policy. DIVISION TRANSFERS An unscheduled transfer may be requested or a periodic transfer established by: .. sending the notice to our service office; .. calling us (if telephone privileges apply (1-888-737-3855)); or .. faxing the notice to us (1-770-690-1900). The dollar amount or percentage to transfer from and to each division must be specified. The transfer is made, and the values determined, as of the end of the valuation period in which we receive the request. In states where allowed, we reserve the right to reject transfer instructions from someone providing them for multiple Policies for which he or she is not the owner. We also reserve the right to modify or revoke transfer privileges (see GENERAL PROVISIONS - Market Timing Disclosure). Unscheduled Transfers - --------------------- Unscheduled transfers among divisions may be made. We reserve the right to impose a transfer fee of up to $25 on each unscheduled transfer after the first unscheduled transfer in a policy month. The fee, if any, is deducted from the divisions according to the allocations used for the monthly policy charge. Scheduled Transfers (dollar cost averaging (DCA)) - ------------------------------------------------- DCA is a program of automatic transfers out of one division into one or more of the other divisions. You choose the investment options and the dollar amount and timing of the transfers. DCA is designed to reduce the risks that result from market fluctuations. It does this by spreading out the allocation of your money to investment options over a longer period of time. This allows you to reduce the risk of investing most of your money at a time when market prices are high. Obviously, the success of this strategy depends on market trends and is not guaranteed. Example: MONTH AMOUNT INVESTED SHARE PRICE SHARES PURCHASED January $ 100 $ 25.00 4 February $ 100 $ 20.00 5 March $ 100 $ 20.00 5 April $ 100 $ 10.00 10 May $ 100 $ 15.00 6 June $ 100 $ 20.00 5 Total $ 600 $ 18.33 35 (average price per share) $600 divided by 35 $ 17.14 (shares purchased) (average cost per share) (amount invested) In the example above, the average share price is $18.83. The average share cost is $17.14. Automatic transfers are made on a periodic basis without an additional charge. .. The amount of the transfer is: . the dollar amount selected; or . a percentage of the division value as of the date specified (other than the 29th, 30th or 31st). .. You select the transfer date (other than the 29th, 30th or 31st) and the transfer frequency (annually, semi-annually, quarterly or monthly). .. If the selected date is not a business day, the transfer is completed on the next business day. .. Transfers continue until we receive notice to stop them or the interest in the division has a zero balance. .. We reserve the right to limit the number of divisions from which simultaneous transfers are made. In no event will it ever be less than two. AUTOMATIC PORTFOLIO REBALANCING (APR) APR allows you to maintain a specific percentage of your net policy value in the divisions over time. Example: You may choose to rebalance so that 50% of your policy values are in the Bond division and 50% in the Capital Value division. At the end of the specified period, market changes may have caused 60% of the value to be in the Bond division and 40% in the Capital Value division. By rebalancing, units from the Bond division are sold and the proceeds are used to purchase units in the Capital Value division so that 50% of the policy values are once again invested in each division. APR may be elected at the time of application or after the Policy has been issued. APR transfers: .. do not begin until the expiration of the examination period; .. are done without charge; .. may be done on the specified frequency (monthly, quarterly, semiannual or annual) on a calendar year or policy year basis; .. may be done by: . calling us (if telephone privileges apply (1-888-737-3855)); or . mailing the notice to our service office; or . faxing the request to us (1-770-690-1900). .. are made at the end of the next valuation period after we receive the instruction; and .. are not available if you have scheduled transfers from divisions. POLICY LOANS While the Policy is in effect and has a net surrender value, you may borrow money from us with the Policy as the security for the policy loan. .. The minimum policy loan is $500. .. The maximum amount you may borrow is 90% of the net surrender value as of the date we process the policy loan. .. If you elect telephone privileges, you may request a policy loan of $100,000 or less by calling us at 1-888-737-3855. If you do not have telephone privileges or are requesting a policy loan of more than $100,000, the request must be made in writing. .. Generally, policy loan proceeds are sent within five business days from the date we receive the request (see GENERAL PROVISIONS - Delay of Payments). Loan proceeds are sent to the owner's address of record. LOAN ACCOUNT When a policy loan is taken, a loan account is established. Units with a total value equal to the amount of the loan are redeemed from the divisions. The redemption proceeds are transferred to the loan account. You may instruct us on the proportions to redeem from the divisions. If instructions are not provided, the redemptions are taken in the same proportion as the allocation used for the most recent monthly policy charge. The loan account earns interest from the date of transfer. The loan account interest rate is 4.00% per year. Interest accrues daily. Loan accounts are part of our general account. Interest is charged on the policy loan. During the first ten policy years, the interest rate is 5.00% per year. After policy year ten, the interest rate is 4.30% per year. If coverage is extended beyond the maturity date, the interest rate is 4.00% per year. Interest accrues daily and is due and payable at the end of the policy year. If interest is not paid when due, it is added to the loan amount. Adding unpaid interest to the loan amount causes additional units to be redeemed from the division(s) and the redemption proceeds transferred to the loan account. Redemptions are made in the same proportions as described above. Outstanding policy loans and unpaid loan interest reduce the net policy value. If the net policy value is less than the monthly policy charge on a monthly date, the 61-day grace period provision applies (see POLICY TERMINATION AND REINSTATEMENT - Policy Termination). While the Policy is in force and before the insured dies, policy loans and loan interest may be repaid, in whole or in part, as follows: .. repayments are allocated to the division(s) in the proportions used for allocation of premium payments; and .. payments that we receive that are not designated as premium payments are applied as loan repayments if a policy loan is outstanding. A policy loan generally has a permanent effect on policy values. If a policy loan had not been made, the policy value would reflect the investment experience of the division(s). In addition, outstanding policy loans and unpaid loan interest are subtracted from: .. death proceeds at the death of the insured; .. surrender value upon full surrender or termination of a Policy; and .. maturity proceeds payable at maturity. If the Policy lapses with an outstanding loan balance, there may be tax consequences. Please consult a qualified tax advisor. SURRENDERS A request for any surrender must be in writing. The request must be signed by all owners, irrevocable beneficiary(ies), if any, and any assignees.The surrender is effective as of the end of the valuation period during which we receive the written request for surrender. Total and partial surrenders from the Policy are generally paid within five business days of our receipt of the written request for surrender. Certain delays in payment are permitted (see GENERAL PROVISIONS - Delay of Payments). Full surrender - -------------- The Policy may be surrendered on or before the maturity date while the Policy is in effect. We will pay the net surrender value at the end of the valuation period during which we receive the surrender request. If the full surrender is within ten years of the policy date or a policy face amount increase, a surrender charge is imposed. No adjustment is made to the net surrender value for monthly policy charges deducted prior to a full surrender. We reserve the right to require that the Policy be returned prior to making any payment though this does not affect the net surrender value. Partial surrender - ----------------- After the first policy anniversary and prior to the maturity date, a part of the net surrender value may be surrendered. The minimum amount of a partial surrender is $500. The partial surrender may not be greater than 90% of the net surrender value. A transaction fee of $25 is charged on each partial surrender after the 2nd partial surrender in a policy year. The partial surrender may not decrease the total face amount to less than $100,000. No surrender charge is imposed on a partial surrender. The policy value is reduced by the amount of the surrender plus any transaction fee(s). We surrender units from the division(s) to equal the dollar amount of the surrender request (plus any transaction fee). The surrender and transaction fee, if any, is deducted from the division(s) according to the specified surrender allocation percentages. If surrender allocation percentages are not specified, we use the monthly policy charge allocation percentages. If Death Benefit Option 1 is in effect and the death proceeds equal the total face amount, the total face amount is reduced by the amount of the partial surrender that is not deemed to be a preferred partial surrender. If the total face amount had been increased, any reduction of the total face amount is made on a last in, first out basis. PREFERRED PARTIAL SURRENDER (AVAILABLE IF DEATH BENEFIT OPTION 1 IS IN EFFECT) .. In any policy year, 5% of the net surrender value as of the end of the prior policy year may be surrendered without a subsequent decrease in the total face amount. Any amount surrendered in excess of 5% causes a reduction in the total face amount. The 5% preferred partial surrender privilege is not cumulative from year-to-year. The maximum preferred partial surrender is equal to (a plus b) not to exceed (c) where: (a) is the amount of the surrender (including any transaction fee); (b) is the amount of any preferred partial surrenders in the same policy year; and (c) is 5% of the net surrender value at the end of the prior policy year (not to exceed $100,000 in any policy year and not to exceed $250,000 over the life of the Policy). If Death Benefit Option 2 is in effect, there is no reduction in the total face amount upon a partial surrender. If Death Benefit Option 3 is in effect and the death proceeds equal the total face amount, the total face amount is reduced by the greater of (a) or (b) where: (a) is the amount by which the total partial surrenders exceed total premiums paid*; and (b) is zero. If the total face amount had been increased, any reduction of the total face amount is made on a last in, first out basis. * Face amount reduction will be less if the face amount has already been reduced due to a prior partial surrender. DEATH PROCEEDS AND RIGHTS DEATH PROCEEDS If the insured dies before the maturity date, we pay death proceeds. We must receive: .. proof of the death of the insured; .. Beneficiary's Statement (Claim Form)* .. Trust Agreement (if the beneficiary is a trust) * if the beneficiary is a corporation, the Claim Form must be signed by a corporate officer and submitted with a copy of the Articles of Incorporation or By-Laws indicating the authority of the officer's position and a Board resolution providing the name of the officer currently authorized to execute the Claim Form. The corporation must also submit a Certificate of Good Standing or Certificate of Existence provided by the state of incorporation. Payment is made to any assignee. The remainder is paid to the named beneficiary(ies) under the designated death benefit option (see GENERAL PROVISIONS - Beneficiary). The payments are made in cash lump sum or under a benefit option selected by the beneficiary(ies). Death proceeds are calculated as of the date of the insured's death and include: .. the death benefit described below; .. minus outstanding policy loans and unpaid loan interest; .. minus any overdue monthly policy charges if the insured died during a grace period; .. plus interest on the death proceeds as required by state law. DEATH BENEFIT OPTION The death benefit option is selected at the time of application. If a death benefit option is not chosen, the Policy will be issued with Death Benefit Option 1. The three death benefit options available are: .. Death Benefit Option 1 - the death benefit equals the greater of: . the total face amount; or . the amount found by multiplying the policy value by the applicable percentage*. .. Death Benefit Option 2 - the death benefit equals the greater of: . the total face amount plus the policy value; or . the amount found by multiplying the policy value by the applicable percentage*. .. Death Benefit Option 3 - the death benefit equals the greater of: . the total face amount plus the greater of a) premiums paid less partial surrenders or b) zero; or . the amount found by multiplying the policy value by the applicable percentage*. * The applicable percentage tables are in Appendix D and are based on our interpretation of Section 7702 of the Code as set forth in FEDERAL TAX MATTERS - IRS Definition of Life Insurance. The table which applies to your Policy is determined by your choice of either the guideline premium/cash value corridor test or the cash value accumulation test. Example: The following assumptions are made to demonstrate the use of the Tables found in Appendix D. Death Benefit Option: 1 Face Amount: $750,000 Policy Value: $650,000 Definition of Life Insurance Test: Guideline Premium/Cash Value Corridor Test Attained Age: 65 Risk Class: Class A Applicable Percentage: 120% Death Benefit = $780,000 If the definition of Life Insurance Test was the Cash Value Accumulation Test, the applicable percentage would be 150.30% (assuming the insured is a male) and the death benefit would be $976,950. CHANGE IN DEATH BENEFIT OPTION The death benefit option may be changed prior to the insured's attained age 75. The death benefit option may be changed on or after the first policy anniversary. Up to two changes are allowed per policy year. The request must be made in writing and approved by us. The effective date of the change will be the monthly date that coincides with or next follows our approval. Changing the death benefit option changes the future cost of insurance. The option may not be changed from Death Benefit Option 1 to Death Benefit Option 3 or from Death Benefit Option 2 to Death Benefit Option 3. We will increase or decrease the total face amount so that the death benefit after the change equals the death benefit immediately before the change. .. CHANGING FROM DEATH BENEFIT OPTION 1 TO DEATH BENEFIT OPTION 2 We will decrease the total face amount. The amount of the decrease is equal to the policy value on the effective date of the change. If there have been increases in the total face amount, the decrease of total face amount will be made on a last in, first out basis. Because the death benefit can continue to increase under Death Benefit Option 2, we will require proof of insurability. Cost of insurance charges will likely increase. This example assumes that the policy face amount equals the total face amount. -------------------------- - ------------------------------------------------------------------------------- TOTAL FACE AMOUNT DEATH BENEFIT POLICY VALUE - ------------------------------------------------------------------------------- BEFORE THE CHANGE BEFORE THE CHANGE BEFORE THE CHANGE - ------------------------------------------------------------------------------- $1,000,000 $1,000,000 $50,000 - ------------------------------------------------------------------------------- AFTER THE CHANGE AFTER THE CHANGE AFTER THE CHANGE - ------------------------------------------------------------------------------- $950,000 $1,000,000 $50,000 ($1,000,000 - $50,000) ($950,000+$50,000) - ------------------------------------------------------------------------------- CHANGING FROM DEATH BENEFIT OPTION 2 TO DEATH BENEFIT OPTION 1 We will increase the total face amount. The amount of the increase is equal to the policy value on the effective date of the change. The total face amount increase will be in the same proportion as the policy face amount to the total face amount. Because the death benefit will not continue to increase under Death Benefit Option 1, no proof of insurability is required. Cost of insurance charges will likely decrease. This example assumes that the policy face amount equals the total face amount. - ------------------------------------------------------------------------------- TOTAL FACE AMOUNT DEATH BENEFIT POLICY VALUE - ------------------------------------------------------------------------------- BEFORE THE CHANGE BEFORE THE CHANGE BEFORE THE CHANGE - ------------------------------------------------------------------------------- $1,000,000 $1,050,000 $50,000 ($1,000,000+$50,000) - ------------------------------------------------------------------------------- AFTER THE CHANGE AFTER THE CHANGE AFTER THE CHANGE - ------------------------------------------------------------------------------- $1,050,000 $1,050,000 $50,000 ($1,000,000 + $50,000) - ------------------------------------------------------------------------------- CHANGING FROM DEATH BENEFIT OPTION 3 TO DEATH BENEFIT OPTION 1 We will increase the total face amount if the total premiums paid are greater than total partial surrenders (including any transaction fees) as of the effective date of the change. The increase will be in the same proportion as the policy face amount is to the total face amount. Because the death benefit will not continue to increase under Death Benefit Option 1, no proof of insurability is required. Cost of insurance charges will likely decrease. This example assumes total premiums paid are $30,000, total partial surrenders are $10,000 and the policy face amount equals the total face amount. ----------------------------- - ------------------------------------------------------------------------------- TOTAL FACE AMOUNT DEATH BENEFIT POLICY VALUE - ------------------------------------------------------------------------------- BEFORE THE CHANGE BEFORE THE CHANGE BEFORE THE CHANGE - ------------------------------------------------------------------------------- $1,000,000 $1,020,000 $50,000 ($1,000,000+($30,000-$10,000)) - ------------------------------------------------------------------------------- AFTER THE CHANGE AFTER THE CHANGE AFTER THE CHANGE - ----------------------------------------------------------------------------------- $1,020,000 $1,020,000 $50,000 ($1,000,000 + ($30,000 - $10,000)) - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- CHANGING FROM DEATH BENEFIT OPTION 3 TO DEATH BENEFIT OPTION 2 We will either increase or decrease the total face amount by subtracting the policy value from the greater of a) premiums paid less partial surrenders and b) zero. Because the death benefit can continue to increase under Death Benefit Option 2, we will require proof of insurability. Cost of insurance charges will likely increase. This example assumes that total premiums paid are $30,000, total partial surrenders are $10,000 and the policy face amount equals the total face amount. ------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL FACE AMOUNT DEATHBENEFIT POLICYVALUE - ----------------------------------------------------------------------------------------------------------------------------------- BEFORE THE CHANGE BEFORETHECHANGE BEFORETHECHANGE - ----------------------------------------------------------------------------------------------------------------------------------- $1,000,000 $1,020,000 $50,000 ($1,000,000+($30,000-$10,000)) - ----------------------------------------------------------------------------------------------------------------------------------- AFTER THE CHANGE AFTERTHECHANGE AFTERTHECHANGE - ----------------------------------------------------------------------------------------------------------------------------------- $970,000 $1,020,000 $50,000 ($1,000,000 + ($30,000 - $10,000) - ($970,000+$50,000) $50,000) - ----------------------------------------------------------------------------------------------------------------------------------- MATURITY PROCEEDS The maturity date is the policy anniversary where the insured's attained age is 100 and is shown on your current data pages. If the insured is living on the maturity date and if the Extended Coverage Rider is not present, maturity proceeds equal to the net surrender value are paid. If the Extended Coverage Rider is present on the Policy but you wish to receive the maturity proceeds at the Policy's maturity and avoid conversion to Death Benefit Option 1, you must send instructions to our service office. The payment is either a cash lump sum on the maturity date or under the benefit payment option you have selected. After the payment, the Policy then terminates. Only if the Extended Coverage Rider is present on the Policy will the maturity date automatically be extended to the date of the insured's death (as explained in GENERAL PROVISIONS - Optional Insurance Benefits). ADJUSTMENT OPTIONS Increase in total face amount - ----------------------------- An increase in total face amount may be requested at any time provided that the monthly policy charges are not being waived under a rider. The minimum increase in total face amount is $10,000. The request must be made on an adjustment application. The application must be signed by the owner(s) and the insured. If the request is not approved, no changes are made to the Policy. We will approve the request if: .. the insured is alive at the time of the request; and .. the attained age of the insured is 75 or less at the time of the request; and .. we receive evidence satisfactory to us that the insured is insurable under our underwriting guidelines in place at the time of the request; and .. the death proceeds minus the policy value do not exceed our maximum limits as defined under our underwriting guidelines then in effect. The increase in total face amount is in a risk classification determined by us. No examination period applies to an increase in total face amount. Any payment made with the adjustment application is held in our general account without interest. If we approve the adjustment, the amount of the premium payment being held minus the premium expense charge is moved to the divisions on the effective date of the adjustment. The current premium allocation percentages are used to make this allocation. Approval of an adjustment can take from one to ninety days. The adjustment is effective on the monthly date on or next following our approval of the request. The cost of insurance charge will increase in the event of an increase in the total face amount. If there is insufficient value to pay the higher charges after an increase in total face amount, the Policy will lapse unless the death benefit guarantee rider is in effect. The entire Policy would be at risk of lapsing, not just the incremental increase in face amount. Decrease in total face amount - ----------------------------- On or after the first policy anniversary, a decrease in the total face amount may be requested. No transaction fee is imposed on decreases in the total face amount. A decrease in face amount lowers the cost of insurance charges. A decrease is requested as follows: .. the request must be made on an adjustment application; .. the application must be signed by the owner(s); .. monthly policy charges are not being waived under a waiver rider; and .. the decrease may not reduce the total face amount below $100,000. A decrease may not be allowed if the decrease would cause a refund of premium and/or the distribution of the policy value in order to maintain compliance with the limits required by the Code relating to the definition of life insurance. CHARGES AND DEDUCTIONS We make certain charges and deductions to support operation of the Policy and the separate account. Some charges are deducted from premium payments when they are received. Other charges are deducted on a monthly basis while transaction fees are deducted at the time of the transaction. PREMIUM EXPENSE CHARGE CURRENT PREMIUM EXPENSE CHARGE (AS A % OF PREMIUM PAID)* ---------------- YEARS SINCE ISSUE OR ADJUSTMENT SALES CHARGE** STATE AND LOCAL TAXES FEDERAL TAXES TOTAL ------------------------------- -------------- --------------------- ------------- ----- 1 through 5 6.50% 2.20% 1.25% 9.95% more than 5 years 6.50 2.20 1.25 9.95% *Deducted from premiums paid in each period. The premium expense charge also applies to premiums attributable to a face amount increase. **The sales charge on premiums in excess of Target Premium is reduced to 5.0% in years 1 through 5. The sales charge is intended to pay us for distribution expenses. These expenses include commissions paid to registered representatives, printing of prospectuses and sales literature, and advertising. Sales charges received in any policy year are not necessarily related to actual distribution expenses incurred in that year. We expect that the majority of the expenses are incurred in the early years of a Policy and that any deficit is made up during the life of the Policy. If distribution expenses are more than the sales charge (including the sales charge portion of the surrender charge), the deficit is made up from our other assets or surplus in our general account. MONTHLY POLICY CHARGE The monthly policy charge is intended to cover certain charges and expenses incurred in connection with the Policy. Deductions are made up of: .. a charge for the cost of insurance; .. a charge for any optional benefit added by rider(s); and .. an asset based charge. On the policy date and each monthly date thereafter, we deduct the monthly policy charge from the policy value. The deduction is made using the current monthly policy charge allocation percentages. The allocation percentages may be: .. the same as allocation percentages for premium payments; .. determined on a prorated basis; or .. determined by any other allocation method which we agree upon. If you do not designate monthly policy charge allocation percentages, they will be the same as the allocation percentages for premium payments. The total of the allocation percentages must equal 100. Allocation percentages may be changed without charge. A request for an allocation change is effective on the next monthly date after the request is received. If we cannot follow the instructions because of insufficient value in any division, the monthly policy charge is deducted on a prorated basis. COST OF INSURANCE CHARGE The monthly cost of insurance charge is (a) multiplied by ((b) minus (c)) where: (a) is the cost of insurance rate (described below) divided by 1,000; (b) is the death benefit at the beginning of the policy month; and (c) is the policy value at the beginning of the policy month calculated as if the monthly policy charge was zero. Monthly cost of insurance rates can range from $0.04 to $1,000.00 per $1,000 of total face amount. The cost of insurance rate at issue and for any underwritten total face amount increase is based on the gender*, issue age and age at adjustment, duration since issue and since adjustment, smoking status, and risk classification of the insured. We determine the rate based on our expectation as to investment earnings, expenses, mortality and persistency experience. Changes in the cost of insurance rates apply to all individuals of the same age, gender* and risk classification. The rate for the total face amount will never exceed the rate shown in the Table of Guaranteed Maximum Cost of Insurance Rates in the Policy. The guaranteed maximum cost of insurance rate is based on the gender*, attained age and risk classification of the insured. * The cost of insurance rate for Policies issued in states which require unisex pricing or in connection with certain employment related insurance and benefit plans is not based on the gender of the insured. ASSET BASED CHARGE The expense risk we assume is that expenses incurred in issuing and administering the Policy are greater than we estimated. The Company expects to make a profit from this charge to the extent it is not needed to provide benefits and pay expenses under the Policies. Each month, we deduct a charge for these risks. The annual rate of the charge, as a percentage of the net policy value, is 0.40% in the first ten policy years and 0.30% after the tenth policy year. We reserve the right to increase the annual rate but guarantee that the maximum annual rate will not exceed 0.60%. If we increase the annual rate, the increase will only apply to policies issued on or after the date of the increase. SURRENDER CHARGE Surrender charges vary based on the issue age, target premium of the policy and the number of policy years since issue or adjustment. The charge applies only during the first ten policy years unless there is a policy face amount increase. A policy face amount increase has its own surrender charge period that begins on the adjustment date. The total surrender charge on the policy is the sum of the surrender charges for the policy face amount at issue and each policy face amount increase. The surrender charge is not affected by any decrease in policy face amount or any change in policy face amount resulting from a change of death benefit options. The surrender charge compensates us for expenses relating to the sale of the Policy. These include commissions, advertising and printing of prospectuses and sales literature. The surrender charge also reimburses us for expenses incurred in issuing the Policy. These expenses include processing the application (primarily underwriting) and setting up records. This charge is intended to cover the average anticipated issue expenses for all Policies. There may not be a direct relationship between the amount of the charge for any given Policy and the amount of expenses attributable to that Policy. The surrender charge on an early surrender or Policy lapse is significant. As a result, you should purchase a Policy only if you have the financial capacity to keep it in force for a substantial period of time. Surrender charge percentage - --------------------------- The surrender charge is (a) multiplied by (b) where: (a) is the target premium shown in Appendix B; (b) is the percentage shown below which varies by issue age (or age at the time of a face amount increase): DEFERRED SALES CHARGE (AS % OF TARGET PREMIUM) ----------------------------------------------------------------------------------- POLICY YEAR AGES 20-65* AGES 66-70* AGES 71-75* ----------------------------------------------------------------------------------- 1 75 75 55 ----------------------------------------------------------------------------------- 2 75 70 50 ----------------------------------------------------------------------------------- 3 75 65 45 ----------------------------------------------------------------------------------- 4 70 60 40 ----------------------------------------------------------------------------------- 5 60 50 35 ----------------------------------------------------------------------------------- 6 50 45 30 ----------------------------------------------------------------------------------- 7 40 35 25 ----------------------------------------------------------------------------------- 8 30 30 20 ----------------------------------------------------------------------------------- 9 20 20 15 ----------------------------------------------------------------------------------- 10 10 10 5 ----------------------------------------------------------------------------------- * Age since issue or adjustment TRANSACTION CHARGES A transaction fee of $25 is charged on each partial surrender after the 2nd partial surrender in a policy year. We reserve the right to impose a transfer fee of up to $25 on each unscheduled transfer after the first unscheduled transfer in a policy month. The transaction fee, if any, and transfer fee, if any, are deducted from the division(s) according to the specified surrender allocation percentages. If surrender allocation percentages are not specified, we use the monthly policy charge allocation percentages. OTHER CHARGES The assets of each division are used to purchase shares in a corresponding mutual fund at net asset value. The net asset value of the mutual fund reflects management fees and operating expenses already deducted from the assets of the mutual fund. Current management fees and operating expenses for each mutual fund are shown in the section of the Summary entitled Charges and Deductions - Other Charges. SPECIAL PROVISIONS Charges and deductions may be reduced for Policies purchased under an arrangement where the size or nature of the group results in savings in sales, underwriting, administration or other costs. Reductions may be available to employees, officers, directors, agents and immediate family members of the group arrangement. Reductions are made under our rules in effect on the date a Policy application is approved and are based on certain criteria (size of group, expected number of participants, anticipated premium payments, total assets under management for the Policy owner). We may modify, on a uniform basis, both the amounts of reductions and the criteria for qualification. Reductions in these charges will not discriminate unfairly against any person, including the affected owners and all other policy owners with policies funded with the separate account. In addition, groups may apply for flexible underwriting. If flexible underwriting is granted, the cost of insurance charge may increase because of higher anticipated mortality experience. Flexible underwriting programs currently available include: batch underwriting, simplified issue underwriting and guaranteed issue underwriting. POLICY TERMINATION AND REINSTATEMENT POLICY TERMINATION If the net policy value on any monthly date is less than the monthly policy charge, a 61-day grace period begins. The grace period begins when we send a notice of pending lapse. The notice: .. is mailed to your last known post office address; .. shows the minimum payment required to keep the Policy in force; and .. shows the 61-day period during which we will accept the required payment. The minimum required payment is (a) plus ((b) divided by (c)) where: (a) is the amount by which the net policy value is less than zero before deducting the month policy charge on the monthly date preceding the grace period; (b) is three monthly policy charges; and (c) is 1 minus the maximum premium expense charge. The maximum premium expense charge is shown in CHARGES AND DEDUCTIONS - Premium Expense Charge. Example: Policy Value - $5,000 Loan Balance - $4,000 Net Policy Value - $1,000 (Policy Value - Loan Balance) Monthly Policy Charge - $1,500 Maximum Premium Expense Charge - 9.95% Minimum required payment is $0 + ((3 x $1,500)/(1 - .0995)) = $4,997.22 This payment is intended to reimburse us for the monthly policy charges during the grace period. To cover past due monthly policy charges, if the grace period ends before we receive the minimum payment, we keep any remaining value in the Policy. The Policy is in force during a grace period. If we do not receive the required payment, the Policy terminates as of the end of the grace period. If the insured dies during a grace period, policy proceeds are reduced by: .. all monthly policy charges due and unpaid at the death of the insured; and .. any outstanding policy loans and unpaid loan interest. The Policy also terminates when: .. the Policy is surrendered; .. death proceeds are paid; or .. maturity proceeds are paid. When the Policy terminates, all of the owner's Policy rights and privileges end. Neither partial surrenders nor policy loans may be made during a grace period. REINSTATEMENT Subject to certain conditions, a Policy that terminated because of insufficient policy value may be reinstated. The Policy may only be reinstated: .. prior to the maturity date and while the insured is alive; .. upon our receipt of satisfactory evidence of insurability (according to our underwriting guidelines then in effect); .. if payment of a reinstatement premium is made; and .. if the application for reinstatement is mailed to us within three years of the Policy termination (in some states, we must provide a longer period of time for Policy reinstatement). The reinstatement premium is calculated using the formulas found above in POLICY TERMINATION AND REINSTATEMENT - Policy Termination. If a policy loan or loan interest was unpaid when the Policy terminated, the policy loan must be reinstated or repaid (loan interest is not collected for the period the Policy was terminated). We do not require payment of monthly policy charges during the period the Policy was terminated. Reinstatement is effective on the next monthly date following our approval of the reinstatement application. Premiums received with the reinstatement application are held in our general account without interest until the reinstatement date. They are allocated to the selected division(s) on the reinstatement date. We will use the premium allocation percentages in effect at the time of termination of the Policy unless you provide new allocation instructions. The reinstated Policy has the same policy date as the original Policy. Your rights and privileges as owner are restored upon reinstatement. OTHER MATTERS VOTING RIGHTS We vote division shares at shareholder meetings of the underlying mutual funds. We follow the voting instructions received from people having the voting interest in the division shares. You have a voting interest under a Policy. You have one vote for each $100 of policy value in the division. Fractional votes are allocated for amounts less than $100. The number of votes on which you have the right to instruct us is determined as of a date established by the mutual fund for setting the shareholders eligible to vote. According to procedures adopted by the mutual fund, voting instructions may be solicited by a written proxy statement before a shareholder meeting. We vote other underlying mutual fund shares, for which no voting instructions are received, in the same proportion as the shares for which we receive voting instructions. Underlying mutual fund shares held in our general account are voted in proportion to instructions that are received with respect to the participating policies. If we determine, under applicable law, that underlying mutual fund shares need not be voted according to the instructions received, we may vote underlying mutual fund shares held in the separate account in our own right. We may, when required by state insurance regulatory authorities, disregard voting instructions. This may be done if the instructions would require shares to be voted to: .. change a subclassification or investment objective of the underlying mutual fund; .. disapprove an investment advisory contract of the underlying mutual fund; or .. approve changes initiated by an owner in the investment policy or investment advisor of the underlying mutual fund if we reasonably disapprove of the changes. The change would be disapproved only if: .. the proposed change is contrary to state law; .. prohibited by state regulatory authorities; or .. we determine the change is inconsistent with the investment objectives of the division. STATEMENT OF VALUES An annual statement is sent each year. The statement will show: .. current death benefit amount; .. current policy value and net surrender value; .. all premiums paid since the last statement; .. all charges since the last statement; .. any outstanding policy loans and unpaid loan interest; .. any partial surrenders since the last statement; .. the number of units and unit value; .. total value of each of the divisions; .. designated beneficiary(ies); and .. all riders included in the Policy. You will also receive a statement with the same information as of the end of each calendar quarter. At any time, you may request a current statement by telephoning 1-888-737-3855. We also send the reports required by the Investment Company Act of 1940 (as amended). SERVICES AVAILABLE VIA THE TELEPHONE If you elect telephone privileges, instructions for the following transactions may be given to us via the telephone: .. change in allocations of future premium payments; .. change in allocation of the monthly policy charge; .. change to APR instructions; .. change to DCA instructions; .. unscheduled division transfers; and .. requesting a policy loan (of $100,000 or less). Instructions: .. may be given by calling us at 1-888-737-3855 between 8a.m. and 5 p.m. Eastern Time on any day that the NYSE is open; .. must be received by us before the close of the NYSE (generally 4:00 p.m. Eastern Time) to be effective the day they are given; and .. are effective the next business day if not received until after the close of the NYSE. Although neither the separate account nor the Company is responsible for the authenticity of telephone transaction instructions, the separate account and the Company reserve the right to refuse telephone instructions. YOU ARE LIABLE FOR A LOSS RESULTING FROM A FRAUDULENT TELEPHONE INSTRUCTION THAT WE REASONABLY BELIEVE IS GENUINE. We use reasonable procedures to assure instructions are genuine. If the procedures are not followed, we may be liable for loss due to unauthorized or fraudulent transactions. The procedures for telephone instructions include: recording all telephone instructions and requesting personal identification information (name, phone number, social security number, birth date, etc.). GENERAL PROVISIONS THE CONTRACT The entire contract is made up of the Policy and all applications, amendments, riders and endorsements attached to the Policy, current data pages, copies of any supplemental applications, amendments, endorsements and revised Policy or data pages which are mailed to you. No statement, unless made in an application, is used to void a Policy (or void an adjustment in the case of an adjustment application). Only our corporate officers can agree to change or waive any provisions of a Policy. Any change or waiver must be in writing and signed by an officer of the Company. OPTIONAL INSURANCE BENEFITS Subject to certain conditions, one or more optional insurance benefits may be added to the Policy. These include but are not limited to: .. supplemental benefit rider (yearly renewable term) .. extended coverage rider .. death benefit guarantee rider (only available at the time the Policy is issued and is not available in conjunction with the supplemental benefit rider) .. change of insured rider .. accounting benefit rider Detailed information concerning optional insurance benefits may be obtained from an authorized agent or our home office. NOT ALL OPTIONAL INSURANCE BENEFITS ARE AVAILABLE IN ALL STATES. The cost, if any, of an optional insurance benefit is deducted as part of the monthly policy charge. Supplemental Benefit Rider - -------------------------- This rider is intended to allow for flexibility in funding design. For an additional charge, this rider provides an additional face amount and an additional death benefit. The use of this rider disqualifies the use of the Death Benefit Guarantee Rider. Death Benefit Guarantee Rider - ----------------------------- This rider guarantees the Policy will not lapse before the insured's attained age 85 provided that the cumulative death benefit guarantee premium requirement is met. This rider is automatically made a part of the Policy unless the Supplemental Benefit Rider is used. There are no policy charges for the death benefit guarantee rider. Rather, a required minimum premium level is defined for the rider benefit to be provided. The death benefit guarantee premium requirement is met if (a) is greater than or equal to (b) where: (a) is the sum of all premiums paid less any partial surrenders and any outstanding policy loans and loan interest; and (b) is the sum of the death benefit guarantee monthly premiums from the policy date to the most recent monthly date. The most recent death benefit guarantee premium is shown on the current data page. The death benefit guarantee premium is based on the issue age, gender (where permitted by law), smoking status and risk classification of the insured. This premium may change if: .. the total face amount is changed; .. a rider is added or deleted; or .. an adjustment is made to the Policy. As a result of a change, an additional premium may be required to satisfy the new death benefit guarantee premium requirement. Payment of this premium will keep your policy in force to the insured's age 85 provided that the cumulative death benefit guarantee premium requirement is met. However, payment of this minimum premium does not allow you to take advantage of the potential for building up a significant account value. When your death benefit guarantee rider terminates, it may be necessary for you to pay significantly higher premiums in order to maintain your contract. Accounting Benefit Rider - ------------------------ For an additional charge, this rider provides if the Policy is surrendered, any surrender charge which would otherwise apply will be waived. This waiver of surrender charge does not apply to a Policy which is surrendered for the purpose of replacing it with a policy from another company, including Code Section 1035 exchanges. Our approval, under our then current underwriting guidelines, is required to add this rider. Extended Coverage Rider - ----------------------- This rider, which is automatically included on each Policy, allows the Policy to remain in force beyond the maturity date. Under the rider, at maturity of the Policy, the maturity date is automatically extended to the date of the insured's death. There is no charge for this rider and at maturity the Policy automatically changes to Death Benefit Option 1 and no future adjustments are allowed. MISSTATEMENT OF AGE OR GENDER If the age or, where applicable, gender of the insured has been misstated, we adjust the death benefit payable under the Policy to reflect the amount that would have been payable at the correct age and gender. ASSIGNMENT You may assign the Policy. Each assignment is subject to any payments made or action taken by the Company prior to our notification of the assignment. We assume no responsibility for the validity of any assignment. An assignment must be made in writing and filed with us at our service office. The irrevocable beneficiary(ies), if any, must authorize any assignment in writing. Your rights, as well as those of the beneficiary(ies), are subject to any assignment on file with us. OWNERSHIP You may change the ownership designation at any time. Your request must be in writing and approved by us. After approval, the change is effective as of the date you signed the request for change. We reserve the right to require that the Policy be sent to us so that we can record the change. Unless changed, the owner is as named in the application. The owner may exercise every right and privilege of the Policy, subject to the rights of any irrevocable beneficiary(ies) and any assignee(s). All rights and privileges of ownership of a Policy end if the Policy is surrendered, death or maturity proceeds are paid, or if the grace period ends without our receiving the payment required to keep the Policy in force. If an owner dies before the Policy terminates, the surviving owner(s), if any, succeeds to that person's ownership interest, unless otherwise specified. If all owners die before the Policy terminates, the Policy passes to the estate of the last surviving owner. If the owner is not a natural person and is no longer in existence, the insured becomes the owner unless otherwise required by law. With our consent, you may specify a different arrangement for contingent ownership. BENEFICIARY You have the right to name a beneficiary(ies) and contingent beneficiary(ies). This may be done as part of the application process or by sending us a written request. Unless an irrevocable beneficiary has been named, the beneficiary designation may be changed by sending us a written request. After approval, the change is effective as of the date the request for change was signed. We reserve the right to require that the Policy be sent to us so that we can record the change. If no beneficiary(ies) survives the insured, the death proceeds are paid to the owner or the estate of the owner. BENEFIT INSTRUCTIONS While the insured is alive, you may give us instructions for payment of death proceeds under one of the benefit options of the Policy. The instructions or changes to the instructions must be in writing. If you change the beneficiary(ies), prior benefit instructions are revoked. BENEFIT PAYMENT OPTIONS While the insured is alive, you may arrange for death proceeds to be paid in a lump sum or under one of several fixed benefit payment options. These choices are also available if the Policy is surrendered or matures. .. Special Benefit Arrangement - A specially designed benefit payment option may be arranged with our approval. .. Life Income - We pay income during a person's lifetime. A minimum guaranteed period may be used. If the payee dies after payments begin but before the end of any guaranteed period, the remaining payments are paid to a payee named under the benefit option. .. Joint and Survivor Life Income - We pay income during the lifetime of two people and continue until the death of the survivor. If both persons die after payments begin but before the end of any guaranteed period, the remaining payments are paid to a payee named under the benefit option. If no beneficiary(ies) survives the insured, the death proceeds will be paid to the owner or to the owner's estate unless otherwise specified. Interest at a rate set by us, but never less than required by state law, will be applied to calculate the amount of the payment. RIGHT TO EXCHANGE POLICY The Policy may be exchanged for a new universal life insurance policy on the life of the insured which is made available by the Company for this purpose. The new policy will not be a term insurance policy or a variable life insurance policy. Evidence of insurability will not be required. The exchange must be made during the first 24 months from the policy date while the Policy is in force and not in a grace period. The exchange is effective upon our receipt of written notice. This Policy then terminates. The new policy has the same policy date as this Policy. The new policy has the same death benefit as this Policy unless required to be higher in order to qualify as "life insurance" as defined in Section 7702 of the Code, as amended. The new policy is based on the same issue age, gender (if applicable) and risk classification as this Policy. No additional charge is made for this exchange privilege. Any outstanding policy loan and unpaid loan interest must be repaid or transferred to the new policy. NON-PARTICIPATING POLICY The Policies do not share in any divisible surplus of the Company. INCONTESTABILITY After a period of two years from the policy date, we will not contest the insurance coverage provided by the Policy. Any total face amount increase has its own two-year contestability period that begins on the effective date of the adjustment. In many states, the time limit in the incontestability period does not apply to fraudulent misrepresentations. SUICIDE Death proceeds are not paid if the insured dies by suicide, while sane or insane, within two years of the policy date (or two years from the date of total face amount increase with respect to such increase). In the event of the suicide of the insured within two years of the policy date, our only liability is a refund of premiums paid, without interest, minus any outstanding policy loans and unpaid loan interest and partial surrenders. In the event of suicide within two years of a total face amount increase, our only liability with respect to that increase is a refund of the cost of insurance for the increase. This amount will be paid to the beneficiary(ies). DELAY OF PAYMENTS Payment upon return of the Policy, full or partial surrender, policy loan, death, maturity or the transfer to or from a division are generally made within five days after we receive instructions in a form acceptable to us. This period may be shorter where required by law. However, the payments may be deferred during any period when the right to sell mutual fund shares is suspended as permitted under provisions of the Investment Company Act of 1940, as amended. The right to sell shares may be suspended during any period when: .. trading on the NYSE is restricted as determined by the SEC or when the NYSE is closed for other than weekends and holidays, or .. an emergency exists, as determined by the SEC, as a result of which: . disposal by a fund of securities owned by it is not reasonably practicable; . it is not reasonably practicable for a fund to fairly determine the value of its net assets; or . the SEC permits suspension. If payments are delayed and your instruction is not canceled by written instruction, the amount of the transaction is determined the first business day following the expiration of the permitted delay. The transaction is made within five days thereafter. In addition, payments on surrenders attributable to a premium payment made by check may be delayed up to 15 days. This permits payment to be collected on the check. MARKET TIMING DISCLOSURE The Policy does not permit excessive trading or market timing. Market timing activity can disrupt management strategy of the underlying mutual funds and increase expenses, which are borne by all Policy owners. We reserve the right to reject excessive exchanges or purchases if we deem that the trade would disrupt the management of the separate account, any division or any underlying mutual fund. In addition, we may suspend or modify transfer privileges at any time to prevent transactions that could disadvantage other Policy owners. These modifications could include, but not be limited to: .. requiring a minimum time period between each transfer; .. not accepting transfer requests from someone providing them for multiple Policies for which he or she is not the owner; or .. limiting the dollar amount that a Policy owner may transfer at any one time. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS We reserve the right to make certain changes if, in our judgement, they best serve your interests or are appropriate in carrying out the purpose of the Policy. Any changes are made only to the extent and in the manner permitted by applicable laws. Also, when required by law, we will obtain your approval of the changes and approval from any appropriate regulatory authority. Approvals may not be required in all cases. Examples of the changes we may make include: .. transfer assets in any division to another division; .. add, combine or eliminate divisions; or .. substitute the shares of a division for shares in another division: . if shares of a division are no longer available for investment; or . if in our judgement, investment in a division becomes inappropriate considering the purposes of the division. If we eliminate or combine existing divisions or transfer assets from one division to another, you may change allocation percentages and transfer any value in an affected division to another division(s) without charge. You may exercise this exchange privilege until the later of 60 days after a) the effective date of the change, or b) the date you receive notice of the options available. You may only exercise this right if you have an interest in the affected division(s). OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION The officers and directors of the investment advisor, Principal Management Corporation, are shown below. This list includes some of the same people (designated by *), who are serving in the same capacities as officers and directors of the underwriter, Princor Financial Services Corporation ("Princor"). The principal business address for each officer and director is: Principal Financial Group, Des Moines, Iowa 50392. *JOHN EDWARD ASCHENBRENNER Director *PATRICIA ANN BARRY Assistant Corporate Secretary *CRAIG LAWRENCE BASSETT Treasurer *MICHAEL JON BEER Executive Vice President *MICHAEL THOMAS DALEY Director *RALPH CRAIG EUCHER Director and President *ARTHUR SIGLIN FILEAN Senior Vice President *DENNIS PAUL FRANCIS Director *PAUL NORMAN GERMAIN Vice President - Mutual Fund Operations *ERNEST HAROLD GILLUM Vice President - Product Development Senior Vice President and Corporate *JOYCE NIXSON HOFFMAN Secretary Senior Vice President - Marketing and *JOHN RANDALL LEPLEY Distribution LAYNE ALLAN RASMUSSEN Controller - Mutual Funds *MICHAEL DENNIS ROUGHTON Counsel *JAMES FRANKLIN SAGER Vice President Assistant Vice President - Registered *JEAN BETSY SCHUSTEK Products *KAREN ELIZABETH SHAFF Director Senior Vice President and Chief Financial *KIRK LLOYD TIBBETTS Officer *LARRY DONALD ZIMPLEMAN Director PRINCIPAL LIFE INSURANCE COMPANY: EXECUTIVE OFFICERS (OTHER THAN DIRECTORS) JOHN EDWARD ASCHENBRENNER Executive Vice President PAUL FRANCIS BOGNANNO Senior Vice President GARY MERLYN CAIN Senior Vice President MICHAEL THOMAS DALEY Executive Vice President CHARLES ROBERT DUNCAN Senior Vice President RALPH CRAIG EUCHER		 Senior Vice President DENNIS PAUL FRANCIS Senior Vice President Executive Vice President and Chief Financial MICHAEL HARRY GERSIE Officer THOMAS JOHN GRAF Senior Vice President ROBB BRYAN HILL Senior Vice President JOYCE NIXSON HOFFMAN Senior Vice President and Corporate Secretary DANIEL JOSEPH HOUSTON Senior Vice President ELLEN ZISLIN LAMALE Senior Vice President and Chief Actuary Senior Vice President and Chief Investment JULIA MARIE LAWLER Officer JAMES PATRICK MCCAUGHAN Executive Vice President MARY AGNES O'KEEFE Senior Vice President KAREN ELIZABETH SHAFF Senior Vice President and General Counsel ROBERT ALLEN SLEPICKA Senior Vice President NORMAN RAUL SORENSEN Senior Vice President Senior Vice President and Chief Information CARL CHANSON WILLIAMS Officer LARRY DONALD ZIMPLEMAN Executive Vice President DIRECTORS Principal Life Insurance Company is managed by a Board of Directors. The directors of the Company, their positions with the Company, including Board Committee memberships, and their principal occupation during the last five years, are as follows: NAME, POSITIONS AND PRINCIPAL OCCUPATION DURING LAST 5 YEARS ------OFFICES------ ---------------------------------------- ------- President and Chief Executive Officer of AT&T Consumer since April 2001. Executive Vice BETSY JANE BERNARD President - National Mass Markets of Qwest Director Communications, formerly US West, 2000-2001; Chair, Nominating Executive Vice President - Retail Markets, US Committee West, 1998-2000; President and Chief Executive Officer, US WEST Long Distance, 1997-1998; President and Chief Operating Officer, Avirnex, July 1997 - December 1997; President and Chief Executive Officer, Pacific Bell Communications, Pacific Telesis, 1995-1997. Executive Vice President and Chief Marketing Officer of Office Depot, Inc. since 2002. JOCELYN CARTER-MILLER Corporate Vice President and Chief Marketing Director Officer, Motorola, Inc., 1999-2002; Vice Member, Audit Committee President, 1998-1999; Vice President and General Manager, 1997-1998. GARY EDWARD COSTLEY Chairman and Chief Executive Officer of Director International Multifoods Corporation since 2001. Member, Human Resources Chairman, President and Chief Executive Officer, Committee 1997-2001. DAVID JAMES DRURY Retired. Chairman, Principal Life Insurance Director Company 2000-2002. Chairman and Chief Executive Member, Executive Officer, 1995-2000. Committee CHARLES DANIEL GELATT, JR. Director Member, Executive President, NMT Corporation since 1986. Committee Member, Human Resources Committee JOHN BARRY GRISWELL Director, Chairman of Chairman of the Board, President and Chief the Board Executive Officer of Principal Life Insurance Chair, Executive Company since 2002. President and Chief Executive Committee Officer, 2000-2002; President, 1998-2000; Executive Vice President, 1996-1998. Executive Vice President and Chief Financial SANDRA LYNN HELTON Officer of Telephone & Data Systems, Inc. since Director 1998. Vice President and Corporate Controller, Member, Audit Committee Compaq Computer Corporation, 1997-1998. Prior thereto, Senior Vice President and Treasurer of Corning Incorporated, 1994-1997. CHARLES SAMUEL JOHNSON Retired. Executive Vice President, DuPont, Director 1999-2000; Chairman, President and Chief Member, Human Resources Executive Officer, Pioneer Hi-Bred International, Committee Inc., 1996-1999. WILLIAM TURNBALL KERR Director Chairman & Chief Executive Officer of Member, Executive Meredith Corporation since 1998. President and Committee Chief Executive Officer, 1997-1998; President and Chair, Human Resources Chief Operating Officer, 1994-1997. Committee Chairman of the Board of W.W. Grainger, Inc. RICHARD LEE KEYSER since 1997. Chief Executive Officer, 1995 to Director present. Member, Audit Committee VICTOR HENDRIK LOEWENSTEIN Senior Director, Egon Zehnder International since Director 2001. Partner, 1999-2001; Managing Partner, Member, Nominating 1979-1999. Committee FEDERICO FABIAN PENA Managing Director of Vestar Capital Partners Director since 2000. Senior Advisor of Vestar Capital Member, Nominating Partners, 1998-2000. Prior thereto, Secretary, Committee U.S. Department of Energy, 1996-1998. President and Chief Executive Officer of The DONALD MITCHELL STEWART Chicago Community Trust since 2000. Senior Director Program Officer and Special Advisor to the Member, Nominating President at the Carnegie Corporation of New Committee York, 1999-2000. Prior thereto, President, The College Board, 1986-1999. ELIZABETH EDITH TALLETT President and Chief Executive Officer of Marshall Director Pharmaceuticals, Inc. since 2001. President and Chair, Audit Committee Chief Executive Officer, Galenor Inc. 1999-2001 Member, Executive and also President & Chief Executive Officer of Committee Dioscor, Inc. since 1996. DISTRIBUTION OF THE POLICY We intend to sell the Policies in all jurisdictions where we are licensed. The Policies will be sold by licensed insurance agents who are also registered representatives of broker-dealers, registered with the SEC under the Securities Exchange Act of 1934, who are members of the National Association of Securities Dealers, Inc. (NASD). The Policies will be distributed by the general distributor, Princor, which is an affiliate of ours. Princor was incorporated under the laws of Iowa on May 1, 1968. The distribution contract (which was executed on August 6, 2002) may be terminated by either party upon 60 day notice. Princor was incorporated in the State of Iowa in 1968, and is also a securities broker-dealer registered with the SEC as well as a member of the NASD. The Policies may also be sold through other broker-dealers authorized by Princor and applicable law to do so. Registered representatives of such broker-dealers may be paid on a different basis than described below. For Policies sold through Princor, commissions generally will be no more than 50% of premium received in the first policy year (or the first year following an adjustment) up to the target premium. Commissions range from 0% to 3% of premiums received after the first policy year. In addition, a service fee of up to 2% is paid on premiums received after the first policy year. Expense allowances may be paid to agents and brokers based on premiums received. STATE REGULATION The Company is subject to the laws of the State of Iowa governing insurance companies and to regulation by the Insurance Department of the State of Iowa. An annual statement in a prescribed form must be filed by March 1 in each year covering our operations for the preceding year and our financial condition on December 31 of the prior year. Our books and assets are subject to examination by the Commissioner of Insurance of the State of Iowa, or the Commissioner's representatives, at all times. A full examination of our operations is conducted periodically by the National Association of Insurance Commissioners. Iowa law and regulations also prescribe permissible investments, but this does not involve supervision of the investment management or policy of the Company. In addition, we are subject to the insurance laws and regulations of other states and jurisdictions where we are licensed to operate. Generally, the insurance departments of these states and jurisdictions apply the laws of the state of domicile in determining the field of permissible investments. FEDERAL TAX MATTERS The following description is a general summary of the tax rules, primarily related to federal income taxes, which in our opinion are currently in effect. These rules are based on laws, regulations and interpretations that are subject to change at any time. This summary is not comprehensive and is not intended as tax advice. While we reserve the right to change the Policy to assure it continues to qualify as life insurance for tax purposes, we cannot make any guarantee regarding the future tax treatment of any Policy. You should consult a qualified tax adviser about the tax implications of taking action under a Policy. TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT We are taxed as an insurance company under subchapter L of the Code. The separate account is not a separate taxable entity. Its operations are taken into account by us in determining our tax liability. CHARGES FOR TAXES We impose a federal tax charge equal to 1.25% of premiums received under the Policy to compensate us for the federal income tax liability we incur by reason of receiving those premiums. We believe that this charge is reasonable in relation to the increased tax burden the Company incurs as a result of Section 848 of the Code. No other charge is currently made to the separate account for federal income taxes of the Company that may be attributable to the separate account. Periodically, we review the appropriateness of charges to the separate account for federal income taxes. In the future, a charge may be made for federal income taxes incurred by us and attributable to the separate account increasing the charges paid by policy owners. Under current law, we may incur state or local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant. If there is a material change attributable to state or local taxes, we reserve the right to charge the separate account for the portion of taxes, if any, attributable to the separate account. An increase in separate account expenses would adversely impact investment performance. DIVERSIFICATION STANDARDS The Policy should qualify as a life insurance contract as long as the underlying investments for the Policy satisfy diversification requirements of Section 817(h) of the Code. IRS DEFINITION OF LIFE INSURANCE The Policy should qualify as a life insurance contract as long as it satisfies either the guideline premium/cash value corridor test or the cash value accumulation test as defined under Section 7702 of the Code. One of these tests is chosen on the application. If a test is not chosen, the Policy will comply with the guideline premium/cash value corridor test. Once a test is chosen, it cannot be changed on the Policy. The guideline premium/cash value corridor test places limitations on the amount of premium payments that may be made and on policy values that can accumulate relative to the death benefit. Guideline premium limits are determined when the Policy is issued and can vary by the death benefit option chosen. Guideline premium limits will likely change due to any adjustment to the Policy. If at any time a premium is paid which would result in total premiums exceeding the current guideline premium limits, we accept only that portion of the premium which would make the total premiums equal the guideline premium limits. The cash value accumulation test does not place limitations on the amount of premium payments, however limits the amount of policy values that can accumulate relative to the death benefit. To satisfy either test, the ratio of the policy value to the death benefit must be at least as great as the applicable percentage shown in Appendix D. As the policy value increases, the minimum death benefit may be required to increase. Because the cost of insurance you pay is based in part on the amount of the death benefit, an increase in the death benefit increases the cost of insurance. As compared to the cash value accumulation test, the guideline premium/cash value corridor test generally: .. has smaller applicable percentages .. lower minimum death benefit .. lower cost of insurance charges .. better policy value growth. The smaller applicable percentages lead to a lower minimum death benefit and thus lower cost of insurance charges. Lower charges result in better policy value growth. This may not be the result in all cases. The specifics of each policy determine which test is more suitable. Illustrations using each of the tests will help you determine which test meets your objectives. An illustration may be obtained from your registered representative or by calling 1-800- 247-9988. The table below demonstrates the minimum death benefit based on the test chosen. Policy value assumptions may not be realistic. Net amount at risk is the difference between the death benefit that would payable if the person insured by the Policy died (discounted by 1.0024663) and the policy value of your Policy. The example below is based on the following: .. The person, a male, insured by the policy is age 45 at the time the policy was issued and dies at the beginning of the sixth policy year (attained age 50) .. Face amount is $100,000 .. Death Benefit Option 1 .. Policy value at the date of death is $25,000 .. The minimum death benefit under the guideline premium/cash value corridor test is $46,250 (assuming an applicable percentage of 185% x policy value) .. The minimum death benefit under the cash value accumulation test is $61,820 (assuming an applicable percentage of 247.28%) THE DEATH BENEFIT PAYABLE IS THE LARGER OF THESE TWO AMOUNTS --------------------------------- NET AMOUNT AT DEATH MINIMUM RISK USED IN BENEFIT DEATH CALCULATING THE COST CHOSEN BENEFIT OF INSURANCE CHARGE ------- ------- -------------------- Guideline Premium/Cash Value Corridor Test $100,000 $46,250 $74,753.98 Cash Value Accumulation Test $100,000 $61,820 $74,753.98 Here's the same example, but with a policy value of $75,000. Because the policy value has increased, the minimum death benefit is now: .. $138,750 for the guideline premium/cash value corridor test .. $185,460 for the cash value accumulation test. THE DEATH BENEFIT PAYABLE IS THE LARGER OF THESE TWO AMOUNTS --------------------------------- NET AMOUNT AT DEATH MINIMUM RISK USED IN BENEFIT DEATH CALCULATING THE COST CHOSEN BENEFIT OF INSURANCE CHARGE ------- ------- -------------------- Guideline Premium/Cash Value Corridor Test $100,000 $138,750 $ 63,408.64 Cash Value Accumulation Test $100,000 $185,460 $110,003.73 Keep in mind that cost of insurance charges, which affect your Policy's value, increase with the amount of the death benefit, as well as over time. The cost of insurance is charged at a rate per $1,000 of the discounted net amount at risk. As the net amount at risk increases, the cost of insurance increases. Policy value also varies depending on the performance of the investment options in your Policy. All transactions will be subject to the limits as defined under Section 7702 of the Code. A transaction may not be allowed, or an increase in face amount may be required, if the transaction would cause a refund of premium and/or distribution of the policy value in order to maintain compliance with the Section 7702 limits. MODIFIED ENDOWMENT CONTRACT STATUS Section 7702A of the Code sets forth a classification of life insurance policies known as "Modified Endowment Contracts." Policy loans and partial surrenders from a policy that is classified as a modified endowment contract are taxable as ordinary income to the owner in an amount equal to the lesser of the amount of the loan/partial surrender or the excess of policy value over the owner's investment in the Policy. Additionally, taxable distributions may be subject to a federal income tax penalty of 10%. Modified endowment contract classification may be avoided by limiting the amount of premiums paid under the Policy. In the absence of your instructions, we will refund all or part of the premium payment that would make the Policy a modified endowment contract. POLICY SURRENDERS AND PARTIAL SURRENDERS A surrender or lapse of the Policy may have income tax consequences. Upon surrender, the owner is not taxed on the surrender value except for the amount, if any, that exceeds the gross premiums paid less the untaxed portion of any prior surrenders. The amount of any policy loan, upon surrender or lapse, is added to the net surrender value and treated, for this purpose, as if it had been received. A loss incurred upon surrender is generally not deductible. The tax consequences of a surrender may differ if the proceeds are received under any benefit payment option. A full surrender of the Policy will, and a partial surrender may, be included in your gross income to the extent that the distribution exceeds the investment in the Policy. Partial surrenders generally are not taxable unless the total of such surrenders exceeds total premiums paid to the date of partial surrender less the untaxed portion of any prior partial surrenders. During the first 15 policy years, an amount may be taxable prior to your tax-free recovery of your investment in the Policy if the partial surrender results in or is necessitated by a reduction in death benefits. A qualified tax advisor should be consulted regarding the tax consequences of any partial surrender during the first 15 policy years. The increase in policy value of the Policy is not included in gross income unless and until there is a full surrender or partial surrender under the Policy. Transfers between the division(s) are not considered as distributions from the Policy and would not be considered taxable income. POLICY LOANS AND LOAN INTEREST Loans received under the Policy are generally recognized as loans for tax purposes and are not considered to be distributions subject to tax. Interest paid to us as a result of a policy loan may or may not be deductible depending on a number of factors. Due to the complexity of these factors, you should consult a qualified tax advisor as to the deductibility of interest paid on policy loans. If the Policy is a modified endowment contract, a policy loan and/or capitalized loan interest is taxable to an amount equal to the lesser of the amount of the loan or the excess of policy value over the owner's investment in the Policy. If the Policy lapses with an outstanding loan balance, there may be tax consequences. Please consult a qualified tax advisor. CORPORATE ALTERNATIVE MINIMUM TAX Ownership of a Policy by certain corporations may affect the owner's exposure to the corporate alternative minimum tax. In determining whether it is subject to alternative minimum tax, the corporate owner must make two computations. First, the corporation must take into account a portion of the current year's increase in the built-in gain in its corporate owned policies. Second, the corporation must take into account a portion of the amount by which the death benefits received under any Policy exceed the sum of a) the premiums paid on that Policy in the year of death, and b) the corporation's basis in the Policy (as measured for alternative minimum tax purposes) as of the end of the corporation's tax year immediately preceding the year of death. The corporate alternative minimum tax does not apply to S Corporations. Such tax also does not apply to "Small Corporations" as defined by Section 55(c) of the Code. Corporations with gross receipts of $5,000,000 or less for their first taxable year after 1996, with gross receipts not exceeding $7,500,000 after the first taxable year, will meet this definition. EXCHANGE OR ASSIGNMENT OF POLICIES A change of Policy, or an exchange or assignment of a Policy may have tax consequences. An assignment or exchange may result in taxable income to the transferring owner. For complete information with respect to Policy assignments and exchanges, a qualified tax advisor should be consulted. WITHHOLDING Withholding is generally required on certain taxable distributions under insurance contracts. In the case of periodic payments, the withholding is at graduated rates. With respect to non-periodic distributions, withholding is a flat rate of 10%. You may elect to have either non-periodic or periodic payments made without withholding unless your tax identification number has not been furnished to us or if the IRS has notified us that the number you furnished is incorrect. OTHER TAX ISSUES Federal estate taxes and state and local estate, inheritance and other taxes may become due depending on applicable law and your circumstances or the circumstances of the Policy beneficiary(ies) if you or the insured dies. Any person concerned about the estate implications of the Policy should consult a qualified tax advisor. GENERAL INFORMATION EMPLOYEE BENEFIT PLANS The United States Supreme Court has held that optional annuity benefits under a qualified deferred compensation plan cannot vary on the basis of gender. Polices are available for use in connection with employment related insurance or benefit plans which do not vary between male and female insured of a particular age and underwriting classification. A qualified tax advisor should be consulted on these matters. LEGAL OPINIONS Legal matters, including our right to issue Policies under Iowa law, have been passed on by Karen E. Shaff, Senior Vice President and General Counsel. LEGAL PROCEEDINGS There are no legal proceedings pending to which the separate account is a party or which would materially affect the separate account. OTHER VARIABLE INSURANCE CONTRACTS The Company currently offers other variable life policies that participate in the separate account. In the future, we may designate additional group or individual variable life policies as participating in the separate account. RESERVATION OF RIGHTS The Company reserves the right to amend or terminate the special plans described in this prospectus. Such plans include preauthorized premium payments, DCA and APR. You would be notified of any such action to the extent required by law. CUSTOMER INQUIRIES Questions should be directed to: Principal Financial Group Service Center P.O.Box 724447 Atlanta GA 31139 Phone: 1-888-737-3855 Fax: 1-770-690-1900 INDEPENDENT AUDITORS The financial statements of the Principal Life Insurance Company Variable Life Separate Account and the consolidated financial statements of the Principal Life Insurance Company are included in this prospectus. Those statements have been audited by Ernst & Young LLP, independent auditors, 801 Grand Avenue, Des Moines, Iowa 50309, for the periods indicated in their reports. FINANCIAL STATEMENTS The consolidated financial statements of Principal Life Insurance Company which are included in this prospectus should be considered only as it relates to our ability to meet our obligations under the Policy. They do not relate to investment performance of the assets held in the separate account. Principal Benefit Variable Universal Life Insurance Investment Company Act File Number 333-89446 Principal Life Insurance Company Variable Life Separate Account Statements of Assets and Liabilities June 30, 2002 (Unaudited) American Centruy VP AIM V.I. Core AIM V.I. Growth AIM V.I. Premier Income & Equity Division Division Equity Division Growth Division --------------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 483,816 $ 374,687 $ 1,256,944 $ 874,115 Liabilities - - - - --------------------------------------------------------------------- Net assets $ 483,816 $ 374,687 $ 1,256,944 $ 874,115 ===================================================================== Net assets Accumulation units: Flex Variable Life $ 11,604 $ - $ 9,237 $ 3,746 PrinFlex Life 403,990 324,953 1,085,416 762,078 Survivorship Variable Universal Life 10,810 4,806 41,736 15,354 Variable Universal Life Accumulator 57,412 44,928 120,555 92,937 --------------------------------------------------------------------- Total net assets $ 483,816 $ 374,687 $ 1,256,944 $ 874,115 ===================================================================== Investments in shares of mutual funds, at cost 516,751 450,141 1,521,191 962,390 Shares of mutual fund owned 25,859 28,844 68,312 152,285 Accumulation units outstanding: Flex Variable Life 1,507 - 1,334 466 PrinFlex Life 52,011 47,824 155,512 94,041 Survivorship Variable Universal Life 1,392 708 5,980 1,895 Variable Universal Life Accumulator 7,391 6,614 17,272 11,469 Accumulation unit value: Flex Variable Life $ 7.70 $ - $ 6.92 $ 8.04 PrinFlex Life 7.77 6.79 6.98 8.10 Survivorship Variable Universal Life 7.77 6.79 6.98 8.10 Variable Universal Life Accumulator 7.77 6.79 6.98 8.10 American American Century VP Century VP Asset Allocation Balanced Ultra Division Value Division Division Division -------------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 381,357 $ 120,613 $ 8,629,930 $ 12,557,976 Liabilities - - - - -------------------------------------------------------------------- Net assets $ 381,357 $ 120,613 $ 8,629,930 $ 12,557,976 ==================================================================== Net assets Accumulation units: Flex Variable Life $ 8,537 $ 2,446 $ 9,716 $ 2,884,639 PrinFlex Life 283,420 87,942 7,567,418 9,131,689 Survivorship Variable Universal Life 28,054 - 792,331 426,176 Variable Universal Life Accumulator 61,346 30,225 260,465 115,472 -------------------------------------------------------------------- Total net assets $ 381,357 $ 120,613 $ 8,629,930 $ 12,557,976 ==================================================================== Investments in shares of mutual funds, at cost 420,215 122,109 9,700,759 15,083,965 Shares of mutual fund owned 45,617 17,922 811,084 1,014,376 Accumulation units outstanding: Flex Variable Life 1,068 262 1,078 112,584 PrinFlex Life 35,144 9,421 547,248 796,200 Survivorship Variable Universal Life 3,479 - 77,472 49,483 Variable Universal Life Accumulator 7,607 3,238 18,837 10,068 Accumulation unit value: Flex Variable Life $ 8.00 $ 9.33 $ 9.01 $ 25.62 PrinFlex Life 8.06 9.33 13.83 11.47 Survivorship Variable Universal Life 8.06 - 10.23 8.61 Variable Universal Life Accumulator 8.06 9.33 13.83 11.47 DIP Founders Fidelity VIP Capital Value Discovery Equity Growth Contrafund Bond Division Division Division Division Division Assets ------------------------------------------------------------------------------ Investments in shares of mutual funds, at market $ 18,074,210 $ 31,498,964 $ 153,333 $ 43,717,202 $ 42,012,359 Liabilities - - - - - ------------------------------------------------------------------------------ Net assets $ 18,074,210 $ 31,498,964 $ 153,333 $ 43,717,202 $ 42,012,359 ============================================================================== Net assets Accumulation units: Flex Variable Life $ 2,145,329 $ 6,237,635 $ - $ 19,594 $ 76,745 PrinFlex Life 14,975,696 23,626,132 150,002 41,657,915 39,777,527 Survivorship Variable Universal Life 631,372 458,963 - 1,772,576 1,720,229 Variable Universal Life Accumulator 321,813 1,176,234 3,331 267,117 437,858 ------------------------------------------------------------------------------ Total net assets $ 18,074,210 $ 31,498,964 $ 153,333 $ 43,717,202 $ 42,012,359 ============================================================================== Investments in shares of mutual funds, at cost 17,929,702 37,260,619 178,357 63,196,596 48,799,232 Shares of mutual fund owned 1,552,767 1,174,458 18,953 3,260,045 2,120,765 Accumulation units outstanding: Flex Variable Life 78,324 194,543 - 2,661 8,323 PrinFlex Life 1,077,617 1,914,170 20,452 3,269,975 2,500,430 Survivorship Variable Universal Life 52,175 55,075 - 231,457 186,333 Variable Universal Life Accumulator 23,157 95,299 454 20,973 27,527 Accumulation unit value: Flex Variable Life $ 27.39 $ 32.06 $ - $ 7.36 $ 9.22 PrinFlex Life 13.90 12.34 7.33 12.74 15.91 Survivorship Variable Universal Life 12.10 8.33 - 7.66 9.23 Variable Universal Life Accumulator 13.90 12.34 7.33 12.74 15.91 Fidelity VIP Fidelity VIP Equity-Income Fidelity VIP High Income Division Growth Division Division ----------------------------------------------- Assets Investments in shares of mutual funds, at market $ 18,507,092 $ 3,447 $ 2,748,216 Liabilities - - - ----------------------------------------------- Net assets $ 18,507,092 $ 3,447 $ 2,748,216 =============================================== Net assets Accumulation units: Flex Variable Life $ 64,338 $ - $ 2,082 PrinFlex Life 17,063,397 3,428 2,624,774 Survivorship Variable Universal Life 1,139,449 - 115,632 Variable Universal Life Accumulator 239,908 19 5,728 ----------------------------------------------- Total net assets $ 18,507,092 $ 3,447 $ 2,748,216 =============================================== Investments in shares of mutual funds, at cost 21,262,887 3,755 4,055,638 Shares of mutual fund owned 901,905 128 501,499 Accumulation units outstanding: Flex Variable Life 7,539 - 244 PrinFlex Life 1,212,171 399 336,591 Survivorship Variable Universal Life 121,172 - 17,567 Variable Universal Life Accumulator 17,045 2 735 Accumulation unit value: Flex Variable Life $ 8.53 $ - $ 8.53 PrinFlex Life 14.08 8.58 7.80 Survivorship Variable Universal Life 9.40 - 6.58 Variable Universal Life Accumulator 14.08 8.58 7.80 International Government Emerging Securities High Yield International Markets Division Growth Division Division Division Division ----------------------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 14,762,748 $ 13,295,204 $ 1,384,532 $ 19,413,340 $ 10,133 Liabilities - - - - - ----------------------------------------------------------------------------- Net assets $ 14,762,748 $ 13,295,204 $ 1,384,532 $ 19,413,340 $ 10,133 ============================================================================= Net assets Accumulation units: Flex Variable Life $ 98,282 $ - $ 1,384,532 $ 2,608 $ - PrinFlex Life 10,765,233 12,528,836 - 17,879,311 5,300 Survivorship Variable Universal Life 3,473,323 741,993 - 820,633 - Variable Universal Life Accumulator 425,910 24,375 - 710,788 4,833 ----------------------------------------------------------------------------- Total net assets $ 14,762,748 $ 13,295,204 $ 1,384,532 $ 19,413,340 $ 10,133 ============================================================================= Investments in shares of mutual funds, at cost 14,432,647 23,038,190 1,975,744 25,739,740 8,552 Shares of mutual fund owned 1,287,075 1,345,668 251,733 1,908,883 1,101 Accumulation units outstanding: Flex Variable Life 9,086 - 71,278 317 - PrinFlex Life 731,968 1,351,897 - 1,745,205 593 Survivorship Variable Universal Life 274,375 125,749 - 105,134 - Variable Universal Life Accumulator 28,960 2,631 - 69,395 541 Accumulation unit value: Flex Variable Life $ 10.82 $ - $ 19.42 $ 8.22 $ - PrinFlex Life 14.71 9.26 - 10.24 8.93 Survivorship Variable Universal Life 12.66 5.90 - 7.81 - Variable Universal Life Accumulator 14.71 9.26 - 10.24 8.93 International INVESCO VIF - INVESCO VIF - SmallCap Dynamics Health Sciences Division Division Division -------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 8,723,658 $ 117,800 $ 803,332 Liabilities - - - --------------------------------------------- Net assets $ 8,723,658 $ 117,800 $ 803,332 ============================================= Net assets Accumulation units: Flex Variable Life $ 20,746 $ - $ 7,269 PrinFlex Life 7,913,520 103,272 667,107 Survivorship Variable Universal Life 678,233 - 36,100 Variable Universal Life Accumulator 111,159 14,528 92,856 --------------------------------------------- Total net assets $ 8,723,658 $ 117,800 $ 803,332 ============================================= Investments in shares of mutual funds, at cost 9,126,875 143,094 894,014 Shares of mutual fund owned 789,471 12,258 51,861 Accumulation units outstanding: Flex Variable Life 2,410 - 865 PrinFlex Life 637,724 16,743 78,676 Survivorship Variable Universal Life 64,297 - 4,258 Variable Universal Life Accumulator 8,962 2,355 10,952 Accumulation unit value: Flex Variable Life $ 8.61 $ - $ 8.41 PrinFlex Life 12.40 6.17 8.48 Survivorship Variable Universal Life 10.55 - 8.48 Variable Universal Life Accumulator 12.40 6.17 8.48 INVESCO VIF - INVESCO VIF - Janus Aspen Small Company Technology Aggressive LargeCap Blend Growth Division Division Growth Division Division ------------------------------------------------------------------ Assets Investments in shares of mutual funds, at market $ 280,502 $ 339,499 $ 687,706 $ 70,599 Liabilities - - - - ------------------------------------------------------------------ Net assets $ 280,502 $ 339,499 $ 687,706 $ 70,599 ================================================================== Net assets Accumulation units: Flex Variable Life $ 857 $ 11,763 $ 21,029 $ - PrinFlex Life 207,914 303,304 583,549 40,116 Survivorship Variable Universal Life 3,008 2,888 5,003 - Variable Universal Life Accumulator 68,723 21,544 78,125 30,483 ------------------------------------------------------------------ Total net assets $ 280,502 $ 339,499 $ 687,706 $ 70,599 ================================================================== Investments in shares of mutual funds, at cost 315,312 462,715 818,642 71,944 Shares of mutual fund owned 23,691 33,547 39,230 7,551 Accumulation units outstanding: Flex Variable Life 126 2,528 3,474 - PrinFlex Life 30,379 64,647 95,606 4,359 Survivorship Variable Universal Life 440 615 820 - Variable Universal Life Accumulator 10,041 4,592 12,799 3,312 Accumulation unit value: Flex Variable Life $ 6.79 $ 4.65 $ 6.05 $ - PrinFlex Life 6.84 4.69 6.10 9.20 Survivorship Variable Universal Life 6.84 4.69 6.10 - Variable Universal Life Accumulator 6.84 4.69 6.10 9.20 LargeCap LargeCap Stock LargeCap Value MicroCap Growth Division Index Division Division Division --------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 1,127,907 $ 16,910,814 $ 68,974 $ 2,289,167 Liabilities - - - - ---------------------------------------------------------------- Net assets $ 1,127,907 $ 16,910,814 $ 68,974 $ 2,289,167 ================================================================ Net assets Accumulation units: Flex Variable Life $ 12,264 $ 80,915 $ - $ 12,236 PrinFlex Life 250,378 15,121,369 32,523 1,801,965 Survivorship Variable Universal Life 7,226 1,472,166 4,505 419,338 Variable Universal Life Accumulator 858,039 236,364 31,946 55,628 ---------------------------------------------------------------- Total net assets $ 1,127,907 $ 16,910,814 $ 68,974 $ 2,289,167 ================================================================ Investments in shares of mutual funds, at cost 1,310,166 21,792,395 70,377 2,269,289 Shares of mutual fund owned 164,899 2,355,267 7,276 251,281 Accumulation units outstanding: Flex Variable Life 2,012 10,526 - 1,276 PrinFlex Life 40,735 1,990,005 3,506 196,255 Survivorship Variable Universal Life 1,176 192,983 486 40,545 Variable Universal Life Accumulator 139,619 31,108 3,444 6,060 Accumulation unit value: Flex Variable Life $ 6.09 $ 7.69 $ - $ 9.59 PrinFlex Life 6.15 7.60 9.28 9.18 Survivorship Variable Universal Life 6.15 7.63 9.28 10.34 Variable Universal Life Accumulator 6.15 7.60 9.28 9.18 MidCap Growth MidCap Growth MidCap Value MidCap Division Division Equity Division Division --------------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 40,308,252 $ 3,455,144 $ 249,379 $ 1,513,475 Liabilities - - - - --------------------------------------------------------------------- Net assets $ 40,308,252 $ 3,455,144 $ 249,379 $ 1,513,475 ===================================================================== Net assets Accumulation units: Flex Variable Life $ 12,352,053 $ - $ 806 $ 38,409 PrinFlex Life 27,074,848 3,174,341 227,506 1,330,865 Survivorship Variable Universal Life 574,453 179,734 5,393 31,638 Variable Universal Life Accumulator 306,898 101,069 15,674 112,563 --------------------------------------------------------------------- Total net assets $ 40,308,252 $ 3,455,144 $ 249,379 $ 1,513,475 ===================================================================== Investments in shares of mutual funds, at cost 42,800,448 4,565,695 299,378 1,540,454 Shares of mutual fund owned 1,309,135 492,888 54,450 128,697 Accumulation units outstanding: Flex Variable Life 254,201 - 127 3,973 PrinFlex Life 1,786,840 398,218 35,615 136,496 Survivorship Variable Universal Life 47,878 22,308 844 3,245 Variable Universal Life Accumulator 20,253 12,685 2,454 11,545 Accumulation unit value: Flex Variable Life $ 48.59 $ - $ 6.33 $ 9.67 PrinFlex Life 15.15 7.97 6.39 9.75 Survivorship Variable Universal Life 12.00 8.06 6.39 9.75 Variable Universal Life Accumulator 15.15 7.97 6.39 9.75 Putnam VT Global Asset Putnam VT Money Market Allocation Putnam VT Voyager Division Division Vista Division Division -------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 34,686,523 $ 1,776,141 $ 5,489,179 $ 20,973,542 Liabilities - - - - -------------------------------------------------------------- Net assets $ 34,686,523 $ 1,776,141 $ 5,489,179 $ 20,973,542 ============================================================== Net assets Accumulation units: Flex Variable Life $ 609,612 $ 8,621 $ 1,769 $ 27,189 PrinFlex Life 29,027,692 1,598,003 5,088,755 18,776,931 Survivorship Variable Universal Life 2,742,251 140,751 383,191 1,923,983 Variable Universal Life Accumulator 2,306,968 28,766 15,464 245,439 -------------------------------------------------------------- Total net assets $ 34,686,523 $ 1,776,141 $ 5,489,179 $ 20,973,542 ============================================================== Investments in shares of mutual funds, at cost 34,688,356 2,129,525 9,689,099 36,402,219 Shares of mutual fund owned 34,686,523 141,751 600,567 886,081 Accumulation units outstanding: Flex Variable Life 32,794 973 273 3,880 PrinFlex Life 2,262,912 167,566 617,100 2,029,985 Survivorship Variable Universal Life 241,875 15,636 53,558 250,298 Variable Universal Life Accumulator 179,848 3,017 1,876 26,548 Accumulation unit value: Flex Variable Life $ 18.59 $ 8.86 $ 6.47 $ 7.01 PrinFlex Life 12.82 9.54 8.24 9.25 Survivorship Variable Universal Life 11.34 9.00 7.15 7.69 Variable Universal Life Accumulator 12.82 9.54 8.24 9.25 Real Estate SmallCap SmallCap SmallCap Value Division Division Growth Division Division ------------------------------------------------------------------ Assets Investments in shares of mutual funds, at market $ 5,059,851 $ 4,355,617 $ 8,219,925 $ 8,422,666 Liabilities - - - - ------------------------------------------------------------------ Net assets $ 5,059,851 $ 4,355,617 $ 8,219,925 $ 8,422,666 ================================================================== Net assets Accumulation units: Flex Variable Life $ 20,383 $ 20,311 $ 5,625 $ 98,784 PrinFlex Life 3,927,962 3,487,205 7,498,926 7,590,283 Survivorship Variable Universal Life 958,498 278,117 636,163 430,383 Variable Universal Life Accumulator 153,008 569,984 79,211 303,216 ------------------------------------------------------------------ Total net assets $ 5,059,851 $ 4,355,617 $ 8,219,925 $ 8,422,666 ================================================================== Investments in shares of mutual funds, at cost 4,377,520 5,271,471 15,754,698 7,917,697 Shares of mutual fund owned 409,042 624,909 1,082,994 684,770 Accumulation units outstanding: Flex Variable Life 1,626 2,480 1,037 9,337 PrinFlex Life 268,718 386,627 890,269 515,715 Survivorship Variable Universal Life 60,926 29,643 95,460 27,283 Variable Universal Life Accumulator 10,468 63,189 9,409 20,604 Accumulation unit value: Flex Variable Life $ 12.53 $ 8.19 $ 5.43 $ 10.58 PrinFlex Life 14.62 9.02 8.42 14.72 Survivorship Variable Universal Life 15.73 9.38 6.66 15.77 Variable Universal Life Accumulator 14.62 9.02 8.42 14.72 Wells Fargo VT Wells Fargo VT Wells Fargo VT Asset Allocation Equity Income Large Company Utilities Division Division Division Growth Division ------------------------------------------------------------------------ Assets Investments in shares of mutual funds, at market $ 2,048,332 $ - $ - $ - Liabilities - - - - ----------------------------------------------------------------------- Net assets $ 2,048,332 $ - $ - $ - ======================================================================= Net assets Accumulation units: Flex Variable Life $ 7,155 $ - $ - $ - PrinFlex Life 1,799,392 - - - Survivorship Variable Universal Life 227,463 - - - Variable Universal Life Accumulator 14,322 - - - ----------------------------------------------------------------------- Total net assets $ 2,048,332 $ - $ - $ - ======================================================================= Investments in shares of mutual funds, at cost 2,635,333 - - - Shares of mutual fund owned 256,683 - - - Accumulation units outstanding: Flex Variable Life 1,084 - - - PrinFlex Life 193,155 - - - Survivorship Variable Universal Life 29,405 - - - Variable Universal Life Accumulator 1,538 - - - Accumulation unit value: Flex Variable Life $ 6.60 $ - $ - $ - PrinFlex Life 9.31 - - - Survivorship Variable Universal Life 7.74 - - - Variable Universal Life Accumulator 9.31 - - - PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT STATEMENT OF OPERATIONS For the Period Ended June 30, 2002 (Unaudited) AIM V.I. Core AIM V.I. Growth AIM V.I. Premier Equity Division(1) Division Equity Division(2) -------------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 1,347 1,412 3,923 -------------------------------------------------------- Net Investment income (loss) (1,347) (1,412) (3,923) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (62) (6,657) (6,061) Capital gain distributions - - - -------------------------------------------------------- Total realized gains (losses) on investments (62) (6,657) (6,061) Change in net unrealized appreciation or depreciation of investments (34,721) (74,719) (255,702) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (36,130) $ (82,788) $ (265,686) ======================================================== (1) Represented the operations of the AIM V.I. Growth & Income Division until May 18, 2002 name change to AIM V.I. Core Equity Division. (2) Represented the operations of the AIM V.I. Value Division until May 18, 2002 name change to AIM V.I. Premier Equity Division. (3) Commenced operations May 18, 2002. American Century VP American American Income & Century VP Ultra Century VP Growth Division Division Value Division(3) --------------------------------------------------- Investment income (loss) Income: Dividends $ 5,743 $ 113 $ - Expenses: Mortality and expense risks 3,075 1,400 23 --------------------------------------------------- Net Investment income (loss) 2,668 (1,287) (23) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (1,051) (1,122) - Capital gain distributions - - - --------------------------------------------------- Total realized gains (losses) on investments (1,051) (1,122) - Change in net unrealized appreciation or depreciation of investments (92,451) (43,091) (1,497) --------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (90,834) $ (45,500) $ (1,520) =================================================== (1) Represented the operations of the AIM V.I. Growth & Income Division until May 18, 2002 name change to AIM V.I. Core Equity Division. (2) Represented the operations of the AIM V.I. Value Division until May 18, 2002 name change to AIM V.I. Premier Equity Division. (3) Commenced operations May 18, 2002. Asset Allocation Division Balanced Division Bond Division -------------------------------------------------------- Investment income (loss) Income: Dividends $ - $ 386,534 $ 748,320 Expenses: Mortality and expense risks 42,219 54,793 68,690 -------------------------------------------------------- Net Investment income (loss) (42,219) 331,741 679,630 Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (149,950) (158,216) (16,974) Capital gain distributions - - - -------------------------------------------------------- Total realized gains (losses) on investments (149,950) (158,216) (16,974) Change in net unrealized appreciation or depreciation of investments (420,017) (1,173,358) (180,566) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (612,186) $ (999,833) $ 482,090 ======================================================== DIP Founders Capital Value Discovery Equity Growth Division Division Division -------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ 31,795 Expenses: Mortality and expense risks 141,061 691 222,719 -------------------------------------------------- Net Investment income (loss) (141,061) (691) (190,924) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (191,968) (1,239) (326,073) Capital gain distributions - - - -------------------------------------------------- Total realized gains (losses) on investments (191,968) (1,239) (326,073) Change in net unrealized appreciation or depreciation of investments (968,709) (29,591) (9,005,742) -------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (1,301,738) $ (31,521) $ (9,522,739) ================================================== Fidelity VIP Fidelity VIP Contrafund Equity-Income Fidelity VIP Division Division Growth Division ------------------------------------------------- Investment income (loss) Income: Dividends $ 333,389 $ 290,352 $ - Expenses: Mortality and expense risks 177,406 76,366 2 --------------------------------------------- Net Investment income (loss) 155,983 213,986 (2) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (281,169) (93,219) (1) Capital gain distributions - 395,202 - --------------------------------------------- Total realized gains (losses) on investments (281,169) 301,983 (1) Change in net unrealized appreciation or depreciation of investments (420,167) (1,865,482) (307) --------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (545,353) $ (1,349,513) $ (310) ============================================= Fidelity VIP Government High Income Securities Division Division Growth Division ------------------------------------------------- Investment income (loss) Income: Dividends $ 304,426 $ 487,225 $ 3,174 Expenses: Mortality and expense risks 13,774 39,911 71,525 ------------------------------------------------- Net Investment income (loss) 290,652 447,314 (68,351) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (115,277) 2,990 (322,482) Capital gain distributions - 31,729 - ------------------------------------------------- Total realized gains (losses) on investments (115,277) 34,719 (322,482) Change in net unrealized appreciation or depreciation of investments (330,954) (30,298) (2,790,629) ------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (155,579) $ 451,735 $ (3,181,462) ================================================= International High Yield International Emerging Division Division Markets Division ------------------------------------------------ Investment income (loss) Income: Dividends $ - $ 79,128 $ - Expenses: Mortality and expense risks 5,849 87,157 8 ------------------------------------------------ Net Investment income (loss) (5,849) (8,029) (8) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (94,837) (226,035) (880) Capital gain distributions - - - ------------------------------------------------ Total realized gains (losses) on investments (94,837) (226,035) (880) Change in net unrealized appreciation or depreciation of investments 19,860 (364,088) 1,582 ------------------------------------------------ Net increase (decrease) in net assets resulting from operations $ (80,826) $ (598,152) $ 694 ================================================ International INVESCO VIF - INVESCO VIF - SmallCap Dynamics Health Sciences Division Division Division ------------------------------------------------- Investment income (loss) Income: Dividends $ 19,750 $ - $ 1,227 Expenses: Mortality and expense risks 36,965 394 3,040 ------------------------------------------------- Net Investment income (loss) (17,215) (394) (1,813) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (214,801) (792) (1,922) Capital gain distributions - - - ------------------------------------------------- Total realized gains (losses) on investments (214,801) (792) (1,922) Change in net unrealized appreciation or depreciation of investments 389,738 (28,220) (96,131) ------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 157,722 $ (29,406) $ (99,866) ================================================= INVESCO VIF - INVESCO VIF - Janus Aspen Small Company Technology Aggressive Growth Division Division Growth Division ------------------------------------------------ Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 812 978 2,633 ------------------------------------------------ Net Investment income (loss) (812) (978) (2,633) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (308) (2,442) (8,450) Capital gain distributions - - - ------------------------------------------------ Total realized gains (losses) on investments (308) (2,442) (8,450) Change in net unrealized appreciation or depreciation of investments (39,850) (128,208) (107,301) ------------------------------------------------ Net increase (decrease) in net assets resulting from operations $ (40,970) $ (131,628) $ (118,384) ================================================ LargeCap Blend LargeCap LargeCap Stock Division Growth Division Index Division ---------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 13 1,985 80,001 ---------------------------------------------------- Net Investment income (loss) (13) (1,985) (80,001) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (1) (5,405) (174,523) Capital gain distributions - - - ---------------------------------------------------- Total realized gains (losses) on investments (1) (5,405) (174,523) Change in net unrealized appreciation or depreciation of investments (1,344) (185,493) (2,460,601) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (1,358) $ (192,883) $ (2,715,125) ==================================================== LargeCap Value MicroCap Division Division MidCap Division -------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ 3,945 Expenses: Mortality and expense risks 34 9,747 151,539 -------------------------------------------------- Net Investment income (loss) (34) (9,747) (147,594) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (2) 6,336 (33,558) Capital gain distributions - - 579,967 -------------------------------------------------- Total realized gains (losses) on investments (2) 6,336 546,409 Change in net unrealized appreciation or depreciation of investments (1,404) (30,070) (1,659,047) -------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (1,440) $ (33,481) $ (1,260,232) ================================================== MidCap Growth MidCap Growth MidCap Value Division Equity Division Division ------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 15,285 987 3,658 ------------------------------------------------- Net Investment income (loss) (15,285) (987) (3,658) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (45,721) (6,261) 3,253 Capital gain distributions - - 1,530 ------------------------------------------------- Total realized gains (losses) on investments (45,721) (6,261) 4,783 Change in net unrealized appreciation or depreciation of investments (638,886) (53,650) (31,439) ------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (699,892) $ (60,898) $ (30,314) ================================================= Putnam VT Global Asset Money Market Allocation Putnam VT Vista Division Division Division ---------------------------------------------------- Investment income (loss) Income: Dividends $ 242,702 $ 27,680 $ - Expenses: Mortality and expense risks 165,207 6,907 31,333 ---------------------------------------------------- Net Investment income (loss) 77,495 20,773 (31,333) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares - (14,778) (244,941) Capital gain distributions - - - ---------------------------------------------------- Total realized gains (losses) on investments - (14,778) (244,941) Change in net unrealized appreciation or depreciation of investments (1,747) (99,866) (1,114,475) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 75,748 $ (93,871) $ (1,390,749) ==================================================== Putnam VT Real Estate SmallCap Voyager Division Division Division ------------------------------------------------------ Investment income (loss) Income: Dividends $ 127,149 $ - $ - Expenses: Mortality and expense risks 109,813 17,152 16,073 ------------------------------------------------------ Net Investment income (loss) 17,336 (17,152) (16,073) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (362,645) 70,192 (40,580) Capital gain distributions - - - ------------------------------------------------------ Total realized gains (losses) on investments (362,645) 70,192 (40,580) Change in net unrealized appreciation or depreciation of investments (3,797,049) 538,235 (572,383) ------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $ (4,142,358) $ 591,275 $ (629,036) ====================================================== SmallCap SmallCap Value Growth Division Division Utilities Division -------------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 51,439 29,079 10,267 -------------------------------------------------------- Net Investment income (loss) (51,439) (29,079) (10,267) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (217,734) 14,019 (136,512) Capital gain distributions - - - -------------------------------------------------------- Total realized gains (losses) on investments (217,734) 14,019 (136,512) Change in net unrealized appreciation or depreciation of investments (2,905,636) 455,369 (37,079) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (3,174,809) $ 440,309 $ (183,858) ======================================================== Wells Fargo VT Wells Fargo VT Wells Fargo VT Asset Allocation Equity Income Large Company Division Division Growth Division ---------------------------------------------------- Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks - - - ---------------------------------------------------- Net Investment income (loss) - - - Realized gains (losses) on investments Realized gain (losses) on sale of fund shares - - - Capital gain distributions - - - ---------------------------------------------------- Total realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $ - ==================================================== PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT STATEMENT OF CHANGES IN NET ASSETS For the Period Ended June 30, 2002 (Unaudited) AIM V.I. Core AIM V.I. Growth AIM V.I. Premier Equity Division Division Equity Division ------------------------------------------------------- Net Assets at January 1, 2002 $ 107,483 $ 174,780 $ 426,219 Increase (decrease) in net assets Operations: Net investment income (loss) (1,347) (1,412) (3,923) Total realized gains (losses) on investments (62) (6,657) (6,061) Change in net unrealized appreciation or depreciation of investments (34,721) (74,719) (255,702) ------------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (36,130) (82,788) (265,686) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 633,336 482,159 1,985,392 Contract terminations and surrenders (839) (967) (1,444) Death benefit payments - - - Policy loan transfers (886) (5) (2,425) Transfers to other contracts (190,064) (168,951) (810,805) Cost of insurance and administration charges (28,874) (29,294) (73,932) Surrender charges (210) (247) (375) ------------------------------------------------------- Increase (decrease) in assets from policy related transactions 412,463 282,695 1,096,411 ------------------------------------------------------- Total increase (decrease) 376,333 199,907 830,725 ------------------------------------------------------- Net assets at June 30, 2002 $ 483,816 $ 374,687 $ 1,256,944 ======================================================= American Century VP Income & American Century American Century Growth Division VP Ultra Division VP Value Division ---------------------------------------------------- Net Assets at January 1, 2002 $ 323,130 $ 192,825 $ - Increase (decrease) in net assets Operations: Net investment income (loss) 2,668 (1,287) (23) Total realized gains (losses) on investments (1,051) (1,122) - Change in net unrealized appreciation or depreciation of investments (92,451) (43,091) (1,497) ---------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (90,834) (45,500) (1,520) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 924,241 333,041 122,428 Contract terminations and surrenders (689) (2,753) - Death benefit payments - - - Policy loan transfers 432 - - Transfers to other contracts (231,451) (64,960) - Cost of insurance and administration charges (50,538) (30,594) (295) Surrender charges (176) (702) - ---------------------------------------------------- Increase (decrease) in assets from policy related transactions 641,819 234,032 122,133 ---------------------------------------------------- Total increase (decrease) 550,985 188,532 120,613 ---------------------------------------------------- Net assets at June 30, 2002 $ 874,115 $ 381,357 $ 120,613 ==================================================== Asset Allocation Division Balanced Division Bond Division ------------------------------------------------------- Net Assets at January 1, 2002 $ 9,649,902 $ 13,101,392 $ 14,908,876 Increase (decrease) in net assets Operations: Net investment income (loss) (42,219) 331,741 679,630 Total realized gains (losses) on investments (149,950) (158,216) (16,974) Change in net unrealized appreciation or depreciation of investments (420,017) (1,173,358) (180,566) ------------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (612,186) (999,833) 482,090 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 3,908,123 3,137,507 10,994,967 Contract terminations and surrenders (781,852) (347,363) (292,093) Death benefit payments - (22,809) (38,006) Policy loan transfers (13,862) (33,022) (506,477) Transfers to other contracts (2,929,697) (1,659,692) (6,634,130) Cost of insurance and administration charges (391,194) (546,097) (774,597) Surrender charges (199,304) (72,107) (66,420) ------------------------------------------------------- Increase (decrease) in assets from policy related transactions (407,786) 456,417 2,683,244 ------------------------------------------------------- Total increase (decrease) (1,019,972) (543,416) 3,165,334 ------------------------------------------------------- Net assets at June 30, 2002 $ 8,629,930 $ 12,557,976 $ 18,074,210 ======================================================= Capital Value DIP Founders Equity Growth Division Discovery Division Division --------------------------------------------------- Net Assets at January 1, 2002 $ 29,595,153 $ 155,009 $ 50,584,441 Increase (decrease) in net assets Operations: Net investment income (loss) (141,061) (691) (190,924) Total realized gains (losses) on investments (191,968) (1,239) (326,073) Change in net unrealized appreciation or depreciation of investments (968,709) (29,591) (9,005,742) --------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (1,301,738) (31,521) (9,522,739) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 7,647,542 90,227 13,605,107 Contract terminations and surrenders (639,692) (67) (2,102,985) Death benefit payments (20,998) - (43,467) Policy loan transfers (131,679) - (315,317) Transfers to other contracts (2,032,218) (53,055) (5,446,635) Cost of insurance and administration charges (1,498,531) (7,243) (2,502,114) Surrender charges (118,875) (17) (539,089) --------------------------------------------------- Increase (decrease) in assets from policy related transactions 3,205,549 29,845 2,655,500 --------------------------------------------------- Total increase (decrease) 1,903,811 (1,676) (6,867,239) --------------------------------------------------- Net assets at June 30, 2002 $ 31,498,964 $ 153,333 $ 43,717,202 =================================================== Fidelity VIP Fidelity VIP Contrafund Equity-Income Fidelity VIP Division Division Growth Division ------------------------------------------------ Net Assets at January 1, 2002 $ 41,154,655 $ 18,129,536 $ - Increase (decrease) in net assets Operations: Net investment income (loss) 155,983 213,986 (2) Total realized gains (losses) on investments (281,169) 301,983 (1) Change in net unrealized appreciation or depreciation of investments (420,167) (1,865,482) (307) ------------------------------------------------ Net Increase (decrease) in net assets resulting from operations (545,353) (1,349,513) (310) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 11,728,144 8,830,692 3,785 Contract terminations and surrenders (2,257,695) (1,063,138) - Death benefit payments (15,635) (13,084) - Policy loan transfers (248,828) (100,505) - Transfers to other contracts (5,334,630) (4,890,848) - Cost of insurance and administration charges (1,880,656) (752,007) (28) Surrender charges (587,643) (284,041) - ------------------------------------------------ Increase (decrease) in assets from policy related transactions 1,403,057 1,727,069 3,757 ------------------------------------------------ Total increase (decrease) 857,704 377,556 3,447 ------------------------------------------------ Net assets at June 30, 2002 $ 42,012,359 $ 18,507,092 $ 3,447 ================================================ Fidelity VIP Government High Income Securities Division Division Growth Division ---------------------------------------------------- Net Assets at January 1, 2002 $ 2,817,582 $ 10,466,081 $ 15,258,597 Increase (decrease) in net assets Operations: Net investment income (loss) 290,652 447,314 (68,351) Total realized gains (losses) on investments (115,277) 34,719 (322,482) Change in net unrealized appreciation or depreciation of investments (330,954) (30,298) (2,790,629) ---------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (155,579) 451,735 (3,181,462) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 1,375,669 7,427,505 4,182,154 Contract terminations and surrenders (353,814) (123,650) (369,232) Death benefit payments - (6,819) (1,115) Policy loan transfers (109,156) (65,251) (88,880) Transfers to other contracts (597,385) (2,913,457) (1,531,217) Cost of insurance and administration charges (138,912) (440,301) (873,747) Surrender charges (90,189) (33,095) (99,894) ---------------------------------------------------- Increase (decrease) in assets from policy related transactions 86,213 3,844,932 1,218,069 ---------------------------------------------------- Total increase (decrease) (69,366) 4,296,667 (1,963,393) ---------------------------------------------------- Net assets at June 30, 2002 $ 2,748,216 $ 14,762,748 $ 13,295,204 ==================================================== International High Yield International Emerging Markets Division Division Division ------------------------------------------------ Net Assets at January 1, 2002 $ 1,710,543 $ 17,773,333 $ - Increase (decrease) in net assets Operations: Net investment income (loss) (5,849) (8,029) (8) Total realized gains (losses) on investments (94,837) (226,035) (880) Change in net unrealized appreciation or depreciation of investments 19,860 (364,088) 1,582 ------------------------------------------------ Net Increase (decrease) in net assets resulting from operations (80,826) (598,152) 694 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 22,927 5,521,292 366,708 Contract terminations and surrenders (157,389) (343,526) (2) Death benefit payments - (22,746) - Policy loan transfers (3,039) (109,988) 209 Transfers to other contracts (53,457) (1,795,401) (357,321) Cost of insurance and administration charges (47,085) (922,866) (154) Surrender charges (7,142) (88,606) (1) ------------------------------------------------ Increase (decrease) in assets from policy related transactions (245,185) 2,238,159 9,439 ------------------------------------------------ Total increase (decrease) (326,011) 1,640,007 10,133 ------------------------------------------------ Net assets at June 30, 2002 $ 1,384,532 $ 19,413,340 $ 10,133 ================================================ INVESCO VIF - International INVESCO VIF - Health Sciences SmallCap Division Dynamics Division Division ------------------------------------------------------ Net Assets at January 1, 2002 $ 7,597,799 $ 53,019 $ 369,374 Increase (decrease) in net assets Operations: Net investment income (loss) (17,215) (394) (1,813) Total realized gains (losses) on investments (214,801) (792) (1,922) Change in net unrealized appreciation or depreciation of investments 389,738 (28,220) (96,131) ------------------------------------------------------ Net Increase (decrease) in net assets resulting from operations 157,722 (29,406) (99,866) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 8,350,205 179,672 792,667 Contract terminations and surrenders (124,756) (497) (2,708) Death benefit payments (4,776) - - Policy loan transfers (45,087) 12 (1,007) Transfers to other contracts (6,712,460) (76,882) (191,987) Cost of insurance and administration charges (462,427) (7,991) (62,446) Surrender charges (32,562) (127) (695) ------------------------------------------------------ Increase (decrease) in assets from policy related transactions 968,137 94,187 533,824 ------------------------------------------------------ Total increase (decrease) 1,125,859 64,781 433,958 ------------------------------------------------------ Net assets at June 30, 2002 $ 8,723,658 $ 117,800 $ 803,332 ====================================================== INVESCO VIF - INVESCO VIF - Janus Aspen Small Company Technology Aggressive Growth Division Division Growth Division ---------------------------------------------------- Net Assets at January 1, 2002 $ 63,237 $ 137,546 $ 403,359 Increase (decrease) in net assets Operations: Net investment income (loss) (812) (978) (2,633) Total realized gains (losses) on investments (308) (2,442) (8,450) Change in net unrealized appreciation or depreciation of investments (39,850) (128,208) (107,301) ---------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (40,970) (131,628) (118,384) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 455,266 450,635 696,985 Contract terminations and surrenders (1,678) (10) (720) Death benefit payments - - - Policy loan transfers (474) - (13,497) Transfers to other contracts (176,282) (95,527) (217,245) Cost of insurance and administration charges (18,117) (21,514) (62,608) Surrender charges (480) (3) (184) ---------------------------------------------------- Increase (decrease) in assets from policy related transactions 258,235 333,581 402,731 ---------------------------------------------------- Total increase (decrease) 217,265 201,953 284,347 ---------------------------------------------------- Net assets at June 30, 2002 $ 280,502 $ 339,499 $ 687,706 ==================================================== LargeCap Blend LargeCap Growth LargeCap Stock Division Division Index Division ---------------------------------------------------- Net Assets at January 1, 2002 $ - $ 154,565 $ 17,277,953 Increase (decrease) in net assets Operations: Net investment income (loss) (13) (1,985) (80,001) Total realized gains (losses) on investments (1) (5,405) (174,523) Change in net unrealized appreciation or depreciation of investments (1,344) (185,493) (2,460,601) ---------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (1,358) (192,883) (2,715,125) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 72,237 1,407,755 6,631,840 Contract terminations and surrenders - (1,323) (366,809) Death benefit payments - - (8,219) Policy loan transfers - (159) (97,921) Transfers to other contracts - (173,017) (3,066,537) Cost of insurance and administration charges (280) (66,694) (636,765) Surrender charges - (337) (107,603) ---------------------------------------------------- Increase (decrease) in assets from policy related transactions 71,957 1,166,225 2,347,986 ---------------------------------------------------- Total increase (decrease) 70,599 973,342 (367,139) ---------------------------------------------------- Net assets at June 30, 2002 $ 70,599 $ 1,127,907 $ 16,910,814 ==================================================== LargeCap Value Division MicroCap Division MidCap Division ------------------------------------------------------- Net Assets at January 1, 2002 $ - $ 1,907,964 $ 39,443,774 Increase (decrease) in net assets Operations: Net investment income (loss) (34) (9,747) (147,594) Total realized gains (losses) on investments (2) 6,336 546,409 Change in net unrealized appreciation or depreciation of investments (1,404) (30,070) (1,659,047) ------------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (1,440) (33,481) (1,260,232) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 70,758 906,973 10,150,926 Contract terminations and surrenders - (32,323) (1,076,953) Death benefit payments - (29,054) (76,105) Policy loan transfers - (19,130) (525,930) Transfers to other contracts (9) (316,933) (4,635,750) Cost of insurance and administration charges (335) (86,610) (1,489,640) Surrender charges - (8,239) (221,838) ------------------------------------------------------- Increase (decrease) in assets from policy related transactions 70,414 414,684 2,124,710 ------------------------------------------------------- Total increase (decrease) 68,974 381,203 864,478 ------------------------------------------------------- Net assets at June 30, 2002 $ 68,974 $ 2,289,167 $ 40,308,252 ======================================================= MidCap Growth MidCap Growth MidCap Value Division Equity Division Division -------------------------------------------------- Net Assets at January 1, 2002 $ 3,431,858 $ 124,701 $ 334,689 Increase (decrease) in net assets Operations: Net investment income (loss) (15,285) (987) (3,658) Total realized gains (losses) on investments (45,721) (6,261) 4,783 Change in net unrealized appreciation or depreciation of investments (638,886) (53,650) (31,439) -------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (699,892) (60,898) (30,314) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 1,689,202 348,248 1,544,605 Contract terminations and surrenders (95,101) (77) (3,146) Death benefit payments - - - Policy loan transfers (5,490) (18) (3,761) Transfers to other contracts (637,220) (143,337) (265,424) Cost of insurance and administration charges (203,971) (19,220) (62,372) Surrender charges (24,242) (20) (802) -------------------------------------------------- Increase (decrease) in assets from policy related transactions 723,178 185,576 1,209,100 -------------------------------------------------- Total increase (decrease) 23,286 124,678 1,178,786 -------------------------------------------------- Net assets at June 30, 2002 $ 3,455,144 $ 249,379 $ 1,513,475 ================================================== Putnam VT Global Money Market Asset Allocation Putnam VT Vista Division Division Division ----------------------------------------------------- Net Assets at January 1, 2002 $ 29,911,038 $ 1,442,869 $ 6,598,135 Increase (decrease) in net assets Operations: Net investment income (loss) 77,495 20,773 (31,333) Total realized gains (losses) on investments - (14,778) (244,941) Change in net unrealized appreciation or depreciation of investments (1,747) (99,866) (1,114,475) ----------------------------------------------------- Net Increase (decrease) in net assets resulting from operations 75,748 (93,871) (1,390,749) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 60,037,118 829,115 2,413,971 Contract terminations and surrenders (2,099,710) (16,590) (356,279) Death benefit payments - (1,474) (450) Policy loan transfers (314,317) (1,545) (34,258) Transfers to other contracts (49,962,491) (287,991) (1,258,663) Cost of insurance and administration charges (2,421,006) (90,042) (391,921) Surrender charges (539,857) (4,330) (90,607) ----------------------------------------------------- Increase (decrease) in assets from policy related transactions 4,699,737 427,143 281,793 ----------------------------------------------------- Total increase (decrease) 4,775,485 333,272 (1,108,956) ----------------------------------------------------- Net assets at June 30, 2002 $ 34,686,523 $ 1,776,141 $ 5,489,179 ===================================================== Putnam VT Real Estate Voyager Division Division SmallCap Division ---------------------------------------------------- Net Assets at January 1, 2002 $ 22,400,946 $ 3,295,109 $ 3,681,969 Increase (decrease) in net assets Operations: Net investment income (loss) 17,336 (17,152) (16,073) Total realized gains (losses) on investments (362,645) 70,192 (40,580) Change in net unrealized appreciation or depreciation of investments (3,797,049) 538,235 (572,383) ---------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (4,142,358) 591,275 (629,036) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 7,681,024 4,212,773 2,664,859 Contract terminations and surrenders (561,632) (519,621) (210,874) Death benefit payments (14,151) (37,637) (50,381) Policy loan transfers (55,265) (68,313) (24,203) Transfers to other contracts (2,875,207) (2,057,534) (802,837) Cost of insurance and administration charges (1,304,678) (223,736) (215,664) Surrender charges (155,137) (132,465) (58,216) ---------------------------------------------------- Increase (decrease) in assets from policy related transactions 2,714,954 1,173,467 1,302,684 ---------------------------------------------------- Total increase (decrease) (1,427,404) 1,764,742 673,648 ---------------------------------------------------- Net assets at June 30, 2002 $ 20,973,542 $ 5,059,851 $ 4,355,617 ==================================================== SmallCap Growth SmallCap Value Utilities Division Division Division -------------------------------------------------- Net Assets at January 1, 2002 $ 10,098,274 $ 5,542,468 $ 2,061,320 Increase (decrease) in net assets Operations: Net investment income (loss) (51,439) (29,079) (10,267) Total realized gains (losses) on investments (217,734) 14,019 (136,512) Change in net unrealized appreciation or depreciation of investments (2,905,636) 455,369 (37,079) -------------------------------------------------- Net Increase (decrease) in net assets resulting from operations (3,174,809) 440,309 (183,858) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 4,082,000 6,923,464 1,210,813 Contract terminations and surrenders (396,197) (1,087,059) (54,206) Death benefit payments (6,254) (33,477) (22,724) Policy loan transfers (7,151) (75,249) (37,612) Transfers to other contracts (1,656,343) (2,715,671) (780,400) Cost of insurance and administration charges (614,129) (295,016) (131,183) Surrender charges (105,466) (277,103) (13,818) -------------------------------------------------- Increase (decrease) in assets from policy related transactions 1,296,460 2,439,889 170,870 -------------------------------------------------- Total increase (decrease) (1,878,349) 2,880,198 (12,988) -------------------------------------------------- Net assets at June 30, 2002 $ 8,219,925 $ 8,422,666 $ 2,048,332 ================================================== Wells Fargo VT Wells Fargo VT Wells Fargo VT Asset Allocation Equity Income Large Company Division Division Growth Division -------------------------------------------------- Net Assets at January 1, 2002 $ - $ - $ - Increase (decrease) in net assets Operations: Net investment income (loss) - - - Total realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - -------------------------------------------------- Net Increase (decrease) in net assets resulting from operations - - - Policy related transactions: Net premium payments, less sales charges and applicable premium taxes - - - Contract terminations and surrenders - - - Death benefit payments - - - Policy loan transfers - - - Transfers to other contracts - - - Cost of insurance and administration charges - - - Surrender charges - - - -------------------------------------------------- Increase (decrease) in assets from policy related transactions - - - -------------------------------------------------- Total increase (decrease) - - - -------------------------------------------------- Net assets at June 30, 2002 $ - $ - $ - ================================================== PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT Notes to Financial Statements June 30, 2002 1. Basis of Presentation The accompanying interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2001. The condensed financial statements presented herein are unaudited but, in the opinion of management, include all the necessary adjustments (which comprise only normal recurring items) required for a fair presentation of the financial position as of June 30, 2002 and the results of operations for the six months ended June 30, 2002. However, interim results of operations necessarily require more estimates than annual results and may not be indicative of results for the full year. Principal Life Insurance Company Consolidated Statements of Financial Position June 30, December 31, 2002 2001 ------------------ ------------------ (Unaudited) (Note 1) (in millions, except per share data) Assets Fixed maturities, available-for-sale................................ $30,580.1 $29,007.4 Fixed maturities, trading........................................... 59.6 17.8 Equity securities, available-for-sale............................... 785.3 798.7 Mortgage loans...................................................... 10,599.4 10,884.6 Real estate......................................................... 941.9 950.5 Policy loans........................................................ 824.7 831.9 Other investments................................................... 607.2 615.5 ------------------ ------------------ Total investments............................................... 44,398.2 43,106.4 Cash and cash equivalents........................................... 1,959.4 1,077.7 Accrued investment income........................................... 606.1 593.5 Premiums due and other receivables.................................. 1,040.9 468.3 Deferred policy acquisition costs................................... 1,388.3 1,322.3 Property and equipment.............................................. 480.4 480.6 Goodwill............................................................ 68.6 59.2 Other intangibles................................................... 10.3 13.0 Mortgage loan servicing rights...................................... 1,978.1 1,778.5 Separate account assets............................................. 33,151.8 34,028.9 Other assets........................................................ 783.9 642.2 ------------------ ------------------ ------------------ ------------------ Total assets.................................................... $85,866.0 $83,570.6 ================== ================== ================== ================== Liabilities Contractholder funds................................................ $25,995.0 $24,664.6 Future policy benefits and claims................................... 13,422.3 13,011.7 Other policyholder funds............................................ 580.2 576.6 Short-term debt..................................................... 1,657.0 1,378.4 Long-term debt...................................................... 588.7 617.6 Income taxes currently payable...................................... 211.7 - Deferred income taxes............................................... 827.3 782.7 Separate account liabilities........................................ 33,151.8 34,028.9 Other liabilities................................................... 4,155.1 3,167.9 ------------------ ------------------ ------------------ ------------------ Total liabilities............................................... 80,589.1 78,228.4 Stockholder's equity Common stock, par value $.01 per share - 5.0 million shares authorized, 2.5 million shares issued and outstanding (wholly owned indirectly by Principal Financial Group, Inc.)g 2.5 2.5 Additional paid-in capital.......................................... 5,005.9 5,004.6 Retained-earnings deficit........................................... (94.2) (26.6) Accumulated other comprehensive income.............................. 362.7 368.4 Treasury stock, at cost (363.7 thousand shares of Principal Financial Group, Inc. common stock - 2001)....................... - (6.7) ------------------ ------------------ Total stockholder's equity...................................... 5,276.9 5,342.2 ------------------ ------------------ ------------------ ------------------ Total liabilities and stockholder's equity...................... $85,866.0 $83,570.6 ================== ================== See accompanying notes. Principal Life Insurance Company Consolidated Statements of Operations (Unaudited) For the three months ended For the six months June 30, ended June 30, --------------------------------- ------------------------------- 2002 2001 2002 2001 ---------------------------------- --------------- --------------- (in millions) Revenues Premiums and other considerations.............. $1,122.0 $ 827.8 $ 1,966.5 $ 1,863.5 Fees and other revenues........................ 406.4 360.8 811.1 696.6 Net investment income.......................... 767.6 797.6 1,534.1 1,613.9 Net realized capital losses.................... (126.1) (97.6) (39.5) (170.1) ---------------- ---------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------- Total revenues........................... 2,169.9 1,888.6 4,272.2 4,003.9 Expenses Benefits, claims and settlement expenses.................................... 1,419.6 1,165.4 2,570.1 2,517.3 Dividends to policyholders..................... 79.5 81.1 161.9 162.1 Operating expenses............................. 550.7 495.4 1,091.4 1,015.3 ---------------- ---------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------- Total expenses........................... 2,049.8 1,741.9 3,823.4 3,694.7 ---------------- ---------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------- Income before income taxes and cumulative effect of accounting changes................ 120.1 146.7 448.8 309.2 Income taxes................................... 21.3 31.0 121.8 62.1 ---------------- ---------------- ---------------- --------------- ---------------- ---------------- ---------------- --------------- Income before cumulative effect of accounting changes.......................... 98.8 115.7 327.0 247.1 Cumulative effect of accounting changes, net of related income taxes..................... - - (4.6) (10.7) ---------------- ---------------- ---------------- --------------- Net income..................................... $ 98.8 $ 115.7 $ 322.4 $ 236.4 ================ ================ ================ =============== See accompanying notes. Principal Life Insurance Company Consolidated Statements of Stockholder's Equity (Unaudited) Accumulated Additional Retained other Total Common paid-in earnings comprehensive Treasury stockholder's Stock capital (deficit) income stock equity ------------- ----------- ---------------------------- ---------- -------------- (in millions) Balances at January 1, 2001.... $ 2.5 $ 21.0 $5,188.6 $ 88.1 $ - $5,300.2 Dividends to parent............ - - (420.0) 9.8 - (410.2) Comprehensive income: Net income................... - - 236.4 - - 236.4 Net unrealized gains......... - - - 177.6 - 177.6 Provision for deferred - (76.8) - (76.8) income taxes.................. - - Foreign currency translation adjustment................ - - - 25.1 - 25.1 Cumulative effect of accounting change, net of related income taxes.. - - - (14.2) - (14.2) -------------- -------------- Comprehensive income........... 348.1 -------------- ---------------------------------------- ---------- -------------- -------------- ---------------------------------------- ---------- -------------- Balances at June 30, 2001...... $ 2.5 $ 21.0 $5,005.0 $209.6 $ - $5,238.1 ============== ======================================== ========== ============== ============== ======================================== ========== ============== Balances at January 1, 2002.... $2.5 $5,004.6 $ (26.6) $368.4 $(6.7) $5,342.2 Dividends to parent............ - - (390.0) - - (390.0) Principal Financial Group, Inc. shares sold by rabbi - - 6.7 8.0 trusts........................ 1.3 - Comprehensive income: Net income................... - - 322.4 - - 322.4 Net unrealized losses........ - - - (14.0) - (14.0) Provision for deferred income tax - 3.9 - 3.9 benefit.................. - - Foreign currency translation adjustment - - - 4.4 - 4.4 -------------- -------------- Comprehensive income........... 316.7 -------------- ---------------------------------------- ---------- -------------- Balances at June 30, 2002...... $2.5 $5,005.9 $ (94.2) $362.7 $ - $5,276.9 ============== ======================================== ========== ============== See accompanying notes. Principal Life Insurance Company Consolidated Statements of Cash Flows (Unaudited) For the six months ended June 30, --------------------------------- 2002 2001 ----------------- ---------------- (in millions) Operating activities Net income............................................ $ 322.4 $ 236.4 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of accounting changes, net of related income taxes.................... 4.6 10.7 Amortization of deferred policy acquisition costs.......................................... 64.9 103.4 Additions to deferred policy acquisition costs... (156.0) (130.0) Accrued investment income........................ (12.6) (49.9) Premiums due and other receivables............... 64.3 (50.7) Contractholder and policyholder liabilities and dividends.................................. 1,039.0 911.5 Current and deferred income taxes................ 309.1 13.2 Net realized capital losses...................... 39.5 170.1 Depreciation and amortization expense............ 44.0 42.8 Amortization and impairment/recovery of mortgage servicing rights..................... 201.4 128.7 Other............................................ (52.4) 390.0 ----------------- ---------------- ----------------- ---------------- Net adjustments....................................... 1,545.8 1,539.8 ----------------- ---------------- ----------------- ---------------- Net cash provided by operating activities............. 1,868.2 1,776.2 Investing activities Available-for-sale securities: Purchases.......................................... (6,844.0) (6,673.0) Sales............................................. 3,576.5 2,925.7 Maturities........................................ 1,774.9 1,227.3 Net cash flows from trading securities................ (41.2) - Mortgage loans acquired or originated................. (20,689.6) (16,775.7) Mortgage loans sold or repaid......................... 20,974.3 16,774.2 Purchase of mortgage servicing rights................. (471.4) (392.3) Proceeds from sale of mortgage servicing rights....... 8.0 26.0 Real estate acquired.................................. (123.7) (180.4) Real estate sold...................................... 157.5 394.4 Net change in property and equipment.................. (32.8) (42.4) Net proceeds (disbursements) from sales of subsidiaries....................................... 1.4 (13.5) Purchases of interest in subsidiaries, net of cash acquired........................................... - (4.2) Net change in other investments....................... 428.0 (295.0) ----------------- ---------------- ----------------- ---------------- Net cash used in investing activities................. $(1,282.1) $(3,028.9) Principal Life Insurance Company Consolidated Statements of Cash Flows (continued) (Unaudited) For the six months ended June 30, ---------------------------------- 2002 2001 ----------------- ---------------- (in millions) Financing activities Sale of Principal Financial Group, Inc. shares held by rabbi trusts............................. $ 8.0 $ - Issuance of long-term debt........................... 10.7 146.4 Principal repayments of long-term debt............... (39.6) (92.4) Dividends to parent.................................. (390.0) (273.9) Proceeds of short-term borrowings.................... 1,466.0 268.9 Repayment of short-term borrowings................... (1,187.4) - Investment contract deposits......................... 4,088.7 3,302.9 Investment contract withdrawals...................... (3,660.8) (2,880.2) ----------------- ---------------- ----------------- ---------------- Net cash provided by financing activities............ 295.6 471.7 ----------------- ---------------- Net increase (decrease) in cash and cash equivalents................................. 881.7 (781.0) Cash and cash equivalents at beginning of period..... 1,077.7 1,842.2 ----------------- ---------------- ----------------- ---------------- Cash and cash equivalents at end of period........... $ 1,959.4 $ 1,061.2 ================= ================ ================= ================ See accompanying notes. Principal Life Insurance Company Notes to Consolidated Financial Statements June 30, 2002 (Unaudited) 1. Nature of Operations and Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of Principal Life Insurance Company and its majority-owned subsidiaries ("the Company") have been prepared in conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP") for interim financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and six months ended June 30, 2002, are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. These interim unaudited consolidated financial statements should be read in conjunction with the Company's annual audited financial statements as of December 31, 2001. The accompanying consolidated statement of financial position at December 31, 2001, has been derived from the audited consolidated statement of financial position but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Reclassifications have been made to the December 31, 2001 and June 30, 2001, financial statements to conform to the June 30, 2002, presentation. Separate Accounts At June 30, 2002, the Separate Accounts included a separate account valued at $1.2 billion which primarily included shares of the Principal Financial Group, Inc. ("PFG") stock that were allocated and issued to eligible participants of qualified employee benefit plans administered by the Company as part of the policy credits issued under the PFG demutualization. The separate account shares are recorded at fair value and are reported as separate account assets and separate account liabilities in the consolidated statements of financial position. Activity of the separate account shares is reflected in both the separate account assets and separate account liabilities and does not impact the Company's results of operations. Accounting Changes The Financial Accounting Standards Board (the "FASB") Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation ("SFAS 123") encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair value of options granted. The Company has elected to adopt the fair value based method of accounting prescribed in SFAS 123 retroactive to January 1, 2002, for its employee stock-based compensation plans and will implement the method during the third quarter of 2002 for all stock-based awards granted subsequent to January 1, 2002. Prior to January 1, 2002, the Company elected to account for its stock-based compensation plans under the provisions of Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees and, accordingly, employee stock-based compensation costs were excluded from compensation expense. The Company does not anticipate a material impact to its consolidated financial statements as a result of this change in accounting policy. In June 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS 141"), and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, and requires separate recognition of intangible assets apart from goodwill, if such intangible assets meet certain criteria. SFAS 142, effective January 1, 2002, prohibits the amortization of goodwill and intangible assets with indefinite useful lives. Intangible assets with finite lives will continue to be amortized over their estimated useful lives. Additionally, SFAS 142 requires that goodwill and indefinite-lived intangible assets be reviewed for impairment at least annually, which the Company plans to do in the fourth quarter each year. Principal Life Insurance Company Notes to Consolidated Financial Statements (continued) June 30, 2002 (Unaudited) 1. Nature of Operations and Significant Accounting Policies (continued) The initial adoption of SFAS 142 required the Company to perform a two-step fair-value based goodwill impairment test. The first step of the test compared the estimated fair value of the reporting unit to its carrying value, including goodwill. If the carrying value exceeded fair value, a second step was performed, which compared the implied fair value of the applicable reporting unit's goodwill with the carrying amount of that goodwill, to measure the goodwill impairment, if any. The Company's measurements of fair value were based on evaluations of future discounted cash flows, product level analysis, market performance assumptions and cash flow assumptions. These evaluations utilized the best information available in the circumstances, including reasonable and supportable assumptions and projections. The discounted cash flow evaluations considered earnings scenarios and the likelihood of possible outcomes. Collectively, these evaluations were management's best estimate of projected future cash flows. As a result of performing the two-step impairment test, the Company recorded an after-tax goodwill impairment of $4.6 million related to its Life and Health operations. This impairment was recognized on January 1, 2002, as a cumulative effect of a change in accounting principle. Net income for the three months and six months ended June 30, 2002 and 2001, adjusted for the effects of SFAS 142 related to non-amortization of goodwill and indefinite-lived intangibles, is as follows (in millions): For the three months ended For the six months ended June 30, June 30, --------------------------------- ----------------------------------- --------------------------------- ----------------------------------- 2002 2001 2002 2001 --------------------------------- ----------------------------------- --------------- ----------------- Reported net income.................... $98.8 $115.7 $322.4 $236.4 Adjustment for amortization expense for goodwill and indefinite-lived intangibles.......................... - 1.4 - 2.5 Tax impacts of amortization expense ... - (0.6) - (0.9) --------------------------------- ----------------------------------- --------------------------------- ----------------------------------- Adjusted net income.................... $98.8 $116.5 $322.4 $238.0 ================================= =================================== ================================= =================================== In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). This Statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and amends APB Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions ("Opinion 30"), establishing a single accounting model for the disposal of long-lived assets. SFAS 144 generally retains the basic provisions of existing guidance, but broadens the presentation of any discontinued operations to include a component of an entity (rather than a segment of a business as defined in Opinion 30). The Company adopted SFAS 144 on January 1, 2002, which did not have a significant impact on the Company's consolidated financial statements. On January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133. As amended, SFAS 133 requires, among other things, that all derivatives be recognized in the consolidated statement of financial position as either assets or liabilities that are measured at fair value. SFAS 133 also established special accounting for qualifying hedges, which allows for matching the timing of gain or loss recognition on the hedging instrument with the recognition of the corresponding changes in value of the hedged item. Changes in the fair value of a derivative qualifying as a hedge are recognized in earnings or directly in stockholders' equity depending on the instrument's intended use. For derivatives that are not designated as hedges or that do not meet the hedge accounting criteria in SFAS 133, changes in fair value are required to be recognized in earnings in the period of change. 1. Nature of Operations and Significant Accounting Policies (continued) At January 1, 2001, the Company's consolidated financial statements were adjusted to record a cumulative effect of adopting SFAS 133, as follows (in millions): Accumulated other Net loss comprehensive loss ------------------ ---------------------- Adjustment to fair value of derivative contracts (1).......... $(16.4) $(15.8) Income tax impact............................................. 5.7 1.6 ------------------ ---------------------- ------------------ ---------------------- Total ........................................................ $(10.7) $(14.2) ================== ====================== ------------------ (1) Amount presented is net of adjustment to hedged item. 2. Goodwill and Other Intangible Assets As of June 30, 2002 and December 31, 2001, the Company had $10.3 million and $13.0 million, respectively, of other intangible assets, all of which have indefinite useful lives. Due to the adoption of SFAS 142 on January 1, 2002, the Company no longer amortizes its intangible assets. The changes in the carrying amount of goodwill reported in the Company's operating segments for the six months ended June 30, 2002, are as follows (in millions): U.S. Asset Life and Mortgage Corporate and Consolidated Management and Health Accumulation Insurance Banking Other --------------- --------------- --------------- --------------- ---------------- --------------- --------------- --------------- --------------- ---------------- Balance at January 1, 2002 $16.1 $49.4 $8.4 $(14.7) $59.2 Goodwill disposed of during the period....... - (0.7) - 14.7 14.0 Cumulative effect of accounting change....... - (4.6) - - (4.6) --------------- --------------- --------------- --------------- ---------------- Balance at June 30, 2002.. $16.1 $44.1 $8.4 $ - $68.6 =============== =============== =============== =============== ================ 3. Mergers, Acquisitions, and Divestitures On February 1, 2002, the Company sold its remaining stake of 15.1 million shares in Coventry Health Care, Inc. ("Coventry") common stock and a warrant, exercisable for 3.1 million shares of Coventry common stock. Total proceeds from the completion of this transaction were $325.4 million and the Company recognized a net realized capital gain of $183.0 million. 4. Closed Block In connection with its 1998 mutual insurance holding company formation, the Company formed and began operating a closed block ("Closed Block") for the benefit of individual participating dividend-paying policies in force on that date. As of June 30, 2002, cumulative actual earnings, including consideration of net unrealized gains, have been less than cumulative expected earnings. Therefore, no policyholder dividend obligation has been recognized. 4. Closed Block (continued) Closed Block liabilities and assets designated to the Closed Block are as follows: As of June 30, As of December 31, 2002 2001 ------------------------- ------------------------- (in millions) Closed Block liabilities Future policy benefits and claims.................. $5,270.0 $5,248.7 Other policyholder funds........................... 26.4 20.3 Policyholder dividends payable..................... 383.2 376.6 Other liabilities.................................. 86.8 11.8 ------------------------- ------------------------- ------------------------- ------------------------- Total Closed Block liabilities................... 5,766.4 5,657.4 Assets designated to the Closed Block Fixed maturities, available-for-sale............... 2,537.8 2,466.3 Equity securities, available-for-sale.............. 23.6 23.4 Mortgage loans..................................... 893.8 880.0 Policy loans....................................... 781.2 792.5 Other investments.................................. 8.3 6.9 ------------------------- ------------------------- ------------------------- ------------------------- Total investments................................ 4,244.7 4,169.1 Cash and cash equivalents (deficit)................ 12.0 (8.0) Accrued investment income.......................... 77.2 77.2 Deferred tax asset................................. 90.6 80.8 Premiums due and other receivables................. 73.2 33.3 ------------------------- ------------------------- ------------------------- ------------------------- Total assets designated to the Closed Block...... 4,497.7 4,352.4 ------------------------- ------------------------- ------------------------- ------------------------- Excess of Closed Block liabilities over assets designated to the Closed Block................... 1,268.7 1,305.0 Amounts included in other comprehensive income........................................... 55.8 43.6 ------------------------- ------------------------- ------------------------- ------------------------- Maximum future earnings to be recognized from Closed Block assets and liabilities.............. $1,324.5 $1,348.6 ========================= ========================= 4. Closed Block (continued) Closed Block revenues and expenses were as follows: For the three months ended For the six months ended June 30, June 30, --------------------------------- ----------------------------------- 2002 2001 2002 2001 -------------- --------------- -------------- ----------------- (in millions) Revenues Premiums and other considerations..... $ 181.0 $188.9 $ 359.8 $ 376.1 Net investment income................. 76.8 74.9 156.2 151.8 Net realized capital losses .......... (15.3) (2.5) (22.0) (1.8) -------------- --------------- -------------- ----------------- -------------- --------------- -------------- ----------------- Total revenues...................... 242.5 261.3 494.0 526.1 Expenses Benefits, claims, and settlement expenses............................ 146.3 147.4 291.3 305.1 Dividends to policyholders............ 77.5 80.2 155.2 158.2 Operating expenses.................... 3.2 3.1 6.2 6.2 -------------- --------------- -------------- ----------------- -------------- --------------- -------------- ----------------- Total expenses...................... 227.0 230.7 452.7 469.5 -------------- --------------- -------------- ----------------- -------------- --------------- -------------- ----------------- Closed Block revenue, net of Closed Block expenses, before income taxes. 15.5 30.6 41.3 56.6 Income taxes.......................... 4.8 10.0 13.3 18.5 -------------- --------------- -------------- ----------------- -------------- --------------- -------------- ----------------- Closed Block revenue, net of Closed 10.7 20.6 28.0 38.1 Block expenses and income taxes... Funding adjustment charges............ (2.4) (1.5) (3.9) (3.3) -------------- --------------- -------------- ----------------- -------------- --------------- -------------- ----------------- Closed Block revenue, net of Closed $ 8.3 $ 19.1 $ 24.1 $ 34.8 Block expenses, income taxes and funding adjustment charges...... ============== =============== ============== ================= The change in maximum future earnings of the Closed Block was as follows: As of or for the six months ended June 30, ------------------------------------- ---------------- --- ---------------- 2002 2001 ---------------- ---------------- (in millions) Beginning of year........................... $ 1,348.6 $1,408.8 End of period............................... 1,324.5 1,374.0 ---------------- ---------------- ---------------- ---------------- Change in maximum future earnings........... $ (24.1) $ (34.8) ================ ================ The Company charges the Closed Block with federal income taxes, payroll taxes, state and local premium taxes and other state or local taxes, licenses and fees as provided in the plan of reorganization. 5. Federal Income Taxes The effective income tax rate on net income for the three months and six months ended June 30, 2002 and 2001, is lower than the prevailing corporate federal income tax rate primarily due to income tax deductions allowed for corporate dividends received. 6. Comprehensive Income Comprehensive income is as follows: For the three For the six months ended months ended June 30, June 30, -------------------------- -------------------------- 2002 2001 2002 2001 ---------- ---------- ----------- ----------- (in millions) Comprehensive income: Net income......................................... $ 98.8 $ 115.7 $322.4 $ 236.4 Net change in unrealized gains and losses on fixed ) maturities, available-for-sale.................. 405.4 (205.7 45.9 181.2 Net change in unrealized gains and losses on equity securities, available-for-sale, including seed money in separate accounts............................ (15.5) 42.0 (2.9) 23.5 Adjustments for assumed changes in amortization patterns: Deferred policy acquisition costs............... (66.6) 40.2 (25.1) (26.8) Unearned revenue reserves....................... 3.4 (4.6) 0.6 0.6 Net change in unrealized gains and losses on derivative instruments.......................... (44.1) 22.1 (32.5) 11.5 Provision for deferred income taxes (benefits)..... (99.0) 30.4 3.9 (76.8) Change in net foreign currency translation adjustment 1.1 15.4 4.4 12.7 Cumulative effect of accounting change, net of related income taxes.................................... - - - (14.2) ----------- ---------- ---------- ----------- ----------- ---------- ---------- ----------- Comprehensive income............................ $ 283.5 $ 55.5 $316.7 $ 348.1 =========== ========== ========== =========== 7. Commitments and Contingencies Litigation The Company is a plaintiff or defendant in actions arising out of its operations. The Company is, from time to time, also involved in various governmental and administrative proceedings. While the outcome of any pending or future litigation cannot be predicted, management does not believe that any pending litigation will have a material adverse effect on the Company's business, financial condition or results of operations. However, no assurances can be given that such litigation would not materially and adversely affect the Company's business, financial condition or results of operations. Other companies in the life insurance industry have historically been subject to substantial litigation resulting from claims disputes and other matters. Most recently, such companies have faced extensive claims, including class-action lawsuits, alleging improper life insurance sales practices. The Company is currently a defendant in two class-action lawsuits which allege improper sales practices. 7. Commitments and Contingencies (continued) In 2000, the Company reached an agreement in principle to settle these two class-action lawsuits alleging improper sales practices. In April 2001, the proposed settlement of the class-action lawsuits received court approval. In agreeing to the settlement, the Company specifically denied any wrongdoing. The Company has accrued a loss reserve for its best estimate based on information available. As uncertainties continue to exist in resolving this matter, it is reasonably possible that, as the actual cost of the claims subject to alternative dispute resolution becomes available, the final cost of settlement could exceed the Company's estimate. The range of any additional cost related to the settlement cannot be presently estimated; however, the Company believes the settlement will not have a material impact on its business, financial condition or results of operations. A number of persons and entities who were eligible to be class members have excluded themselves from the class (or "opted out"), as the law permits them to do. The Company has been notified that some of those who opted out from the class will file lawsuits and make claims similar to those addressed by the settlement. Some of these lawsuits are presently on file. 8. Segment Information The Company provides financial products and services through the following segments: U.S. Asset Management and Accumulation, Life and Health Insurance and Mortgage Banking. In addition, there is a Corporate and Other segment. The segments are managed and reported separately because they provide different products and services, have different strategies or have different markets and distribution channels. The U.S. Asset Management and Accumulation segment provides retirement and related financial products and services primarily to businesses, their employees and other individuals and provides asset management services to the Company's asset accumulation business, the life and health insurance operations and third-party clients. The Life and Health insurance segment provides individual life and disability insurance to the owners and employees of businesses and other individuals in the U.S. and provides group life and health insurance to businesses in the U.S. The Mortgage Banking segment originates and services residential mortgage loan products for customers primarily in the U.S. The Corporate and Other segment manages the assets representing capital that has not been allocated to any other segment. Financial results of the Corporate and Other segment primarily reflect financing activities for the Company, income on capital not allocated to other segments, intersegment eliminations and non-recurring or other income or expenses not allocated to the segments based on review of the nature of such items. This segment also includes international operations that offer retirement products and services, annuities, mutual funds and life insurance through subsidiaries in Argentina, Chile, Mexico and Hong Kong. By December 31, 2001, the Company disposed of, distributed or dividended essentially all of its international operations to its parent, Principal Financial Services, Inc. The Corporate and Other segment includes an equity ownership interest in Coventry. The ownership interest was sold on February 1, 2002, described further in Note 3. The Corporate and Other segment's equity in earnings of Coventry, which was included in net investment income, was $2.1 million for the six months ended June 30, 2002, and $4.8 million and $9.7 million for the three months and six months ended June 30, 2001, respectively. 8. Segment Information (continued) The Company evaluates segment performance on segment operating earnings, which is determined by adjusting U.S. GAAP net income for net realized capital gains and losses, as adjusted, and non-recurring items which management believes are not indicative of overall operating trends. Net realized capital gains and losses, as adjusted, are net of tax, related changes in the amortization pattern of deferred policy acquisition costs, recognition of front-end fee revenues for sales charges on pension products and services, net realized capital gains credited to customers and certain market value adjustments to fee revenues. Segment operating revenues exclude net realized capital gains and their impact on recognition of front-end fee revenues. While these items may be significant components in understanding and assessing the consolidated financial performance, management believes the presentation of segment operating earnings enhances the understanding of the Company's results of operations by highlighting earnings attributable to the normal, recurring operations of the business. However, segment operating earnings are not a substitute for net income determined in accordance with U.S. GAAP. For the three months ended June 30, 2002, the Company did not exclude any non-recurring items from net income for its presentation of operating earnings. For the three months ended June 30, 2001, the Company excluded $10.9 million of non-recurring items, net of income taxes, related to the negative effects of expenses related to the demutualization. For the six months ended June 30, 2002, the Company excluded $6.6 million of non-recurring items, net of income taxes, including the negative effects of: (1) a cumulative effect of accounting change related to the implementation of SFAS 142 ($4.6 million); and (2) expenses related to the demutualization ($2.0 million). For the six months ended June 30, 2001, the Company excluded $31.4 million of non-recurring items, net of income taxes, including the negative effects of: (1) expenses related to the demutualization ($14.8 million); (2) a cumulative effect of change in accounting principle related to the implementation of SFAS 133 ($10.7 million); and (3) an increase to a loss contingency reserve established for sales practices litigation ($5.9 million). The accounting policies of the segments are similar to those of the Company, with the exception of capital allocation. The Company allocates capital to its segments based upon an internal capital model that allows management to more effectively manage the Company's capital. 8. Segment Information (continued) The following tables summarize selected financial information by segment as of or for the three months ended, June 30, 2002 and 2001, and reconciles segment totals to those reported in the consolidated financial statements (in millions): U.S. Asset Life and Mortgage Corporate and Consolidated Management and Health Accumulation Insurance Banking Other --------------- --------------- --------------- --------------- -------------- --------------- --------------- --------------- --------------- -------------- 2002 Revenues: Operating revenues........ $ 1,113.3 $ 984.5 $ 194.2 $ 7.2 $ 2,299.2 Net realized capital losses.. (89.7) (33.6) - (2.8) (126.1) Plus recognition of front- end fee revenues................ 1.4 - - - 1.4 Less capital gains distributed as market value adjustment........ (4.6) - - - (4.6) --------------- --------------- --------------- --------------- -------------- --------------- --------------- --------------- --------------- -------------- Revenues.................... $ 1,020.4 $ 950.9 $ 194.2 $ 4.4 $ 2,169.9 =============== =============== =============== =============== ============== Net income: Operating earnings........ $ 100.6 $ 61.7 $ 15.1 $ 0.4 $ 177.8 Net realized capital gains (losses), as adjusted................ (60.4) (20.8) - 2.2 (79.0) --------------- --------------- --------------- --------------- -------------- Net income.................. $ 40.2 $ 40.9 $ 15.1 $ 2.6 $ 98.8 =============== =============== =============== =============== ============== =============== =============== =============== =============== ============== Assets...................... $ 69,717.7 $ 11,132.5 $2,965.3 $2,050.5 $ 85,866.0 =============== =============== =============== =============== ============== =============== =============== =============== =============== ============== Other segment data: Revenues from external customers............... $ 1,011.5 $ 952.5 $ 194.2 $ 11.7 $ 2,169.9 Intersegment revenues..... 8.9 (1.6) - (7.3) - Interest expense.......... 0.8 - - 9.0 9.8 Income tax expense (benefit)............... (4.9) 21.7 9.0 (4.5) 21.3 8. Segment Information (continued) U.S. Asset Life and Corporate and anagement and Health Mortgage Other MAccumulation Insurance Banking Consolidated ------------------------------- --------------- --------------- --------------- ------------------------------- --------------- --------------- --------------- 2001 Revenues: Operating revenues..... $ 821.4 $ 975.8 $ 164.3 $ 24.0 $ 1,985.5 Net realized capital losses.... (53.5) (7.8) - (36.3) (97.6) Plus recognition of front-end fee revenues............. 0.7 - - - 0.7 ------------------------------- --------------- --------------- --------------- ------------------------------- --------------- --------------- --------------- Revenues................. $ 768.6 $ 968.0 $ 164.3 $ (12.3) $ 1,888.6 =============================== =============== =============== =============== =============================== =============== =============== =============== Net income: Operating earnings..... $ 86.6 $ 48.4 $ 38.8 $ 14.0 $ 187.8 Net realized capital losses, as adjusted.. (33.4) (4.1) - (23.7) (61.2) Non-recurring items.... - - - (10.9) (10.9) ------------------------------- --------------- --------------- --------------- ------------------------------- --------------- --------------- --------------- Net income (loss)........ $ 53.2 $ 44.3 $ 38.8 $ (20.6) $ 115.7 =============================== =============== =============== =============== =============================== =============== =============== =============== Assets................... $ 66,146.7 $10,637.2 $ 2,168.9 $1,942.9 $ 80,895.7 =============================== =============== =============== =============== =============================== =============== =============== =============== Other segment data: Revenues from external customers............ $ 761.8 $ 969.0 $ 166.1 $ (8.3) $ 1,888.6 Intersegment revenues.. 6.8 (1.0) (1.8) (4.0) - Interest expense....... 0.8 (0.1) - 5.0 5.7 Income tax expense (benefit)............ (0.3) 22.3 21.1 (12.1) 31.0 Amortization of goodwill and other intangibles.......... 0.3 1.1 0.2 (0.2) 1.4 8. Segment Information (continued) The following tables summarize selected financial information by segment as of or for the six months ended, June 30, 2002 and 2001, and reconciles segment totals to those reported in the consolidated financial statements (in millions): U.S. Asset Management Life and and Health Mortgage Corporate and Accumulation Insurance Banking Other Consolidated --------------- --------------- --------------- ------------------------------ --------------- --------------- --------------- ------------------------------ 2002 Revenues: Operating revenues...... $ 1,951.4 $ 1,963.0 $ 385.9 $ 20.6 $ 4,320.9 Net realized capital gains (losses).............. (162.9) (50.4) - 173.8 (39.5) Plus recognition of front-end fee revenues 4.0 - - - 4.0 Less capital gains distributed as market value adjustment...... (13.2) - - - (13.2) --------------- --------------- --------------- ------------------------------ Revenues.................. $ 1,779.3 $ 1,912.6 $ 385.9 $ 194.4 $ 4,272.2 =============== =============== =============== ============================== =============== =============== =============== ============================== Net income: Operating earnings...... $ 199.8 $ 116.0 $ 30.8 $ 6.4 $ 353.0 Net realized capital gains (losses), as adjusted.............. (105.2) (31.3) - 112.5 (24.0) Non-recurring items..... - (4.6) - (2.0) (6.6) --------------- --------------- --------------- ------------------------------ --------------- --------------- --------------- ------------------------------ Net income................ $ 94.6 $ 80.1 $ 30.8 $ 116.9 $ 322.4 =============== =============== =============== ============================== =============== =============== =============== ============================== Assets.................... $ 69,717.7 $ 11,132.5 $2,965.3 $2,050.5 $ 85,866.0 =============== =============== =============== ============================== =============== =============== =============== ============================== Other segment data: Revenues from external customers............. $ 1,762.8 $ 1,915.7 $ 385.9 $ 207.8 $ 4,272.2 Intersegment revenues... 16.5 (3.1) - (13.4) - Interest expense........ 2.1 0.2 - 18.4 20.7 Income tax expense (benefit)............. (2.8) 44.3 18.4 61.9 121.8 Amortization of intangibles........... 0.1 - - - 0.1 8. Segment Information (continued) U.S. Asset Life and Corporate and anagement and Health Mortgage Other MAccumulation Insurance Banking Consolidated ------------------------------- --------------- --------------- --------------- ------------------------------- --------------- --------------- --------------- 2001 Revenues: Operating revenues..... $ 1,814.2 $ 1,978.2 $ 283.0 $ 98.1 $ 4,173.5 Net realized capital losses.... (65.4) (9.1) - (95.6) (170.1) Plus recognition of front-end fee revenues............. 0.5 - - - 0.5 ------------------------------- --------------- --------------- --------------- ------------------------------- --------------- --------------- --------------- Revenues................. $ 1,749.3 $ 1,969.1 $ 283.0 $ 2.5 $ 4,003.9 =============================== =============== =============== =============== =============================== =============== =============== =============== Net income: Operating earnings..... $ 173.7 $ 90.9 $ 62.1 $ 44.8 $ 371.5 Net realized capital losses, as adjusted.. (40.8) (4.7) - (58.2) (103.7) Non-recurring items.... (10.8) 0.1 - (20.7) (31.4) ------------------------------- --------------- --------------- --------------- ------------------------------- --------------- --------------- --------------- Net income (loss)........ $ 122.1 $ 86.3 $ 62.1 $ (34.1) $ 236.4 =============================== =============== =============== =============== =============================== =============== =============== =============== Assets................... $ 66,146.7 $ 10,637.2 $2,168.9 $1,942.9 $ 80,895.7 =============================== =============== =============== =============== =============================== =============== =============== =============== Other segment data: Revenues from external customers............ $ 1,733.9 $ 1,970.8 $ 283.0 $ 16.2 $ 4,003.9 Intersegment revenues.. 15.4 (1.7) - (13.7) - Interest expense....... 2.1 2.2 - 9.9 14.2 Income tax expense (benefit)............ 14.9 43.5 33.6 (29.9) 62.1 Amortization of goodwill and other intangibles.......... 0.5 2.0 0.4 - 2.9 The Company operates in the U.S. and, during 2001, also operated in selected markets internationally (including Mexico, Argentina and Hong Kong). The following table summarizes selected financial information by geographic location as of or for the three months and six months ended June 30, 2002 and 2001 (in millions): For the three months For the six months As of June 30, ended June 30, ended June 30, -------------------------- --------------------------- ---------------------------- ---------- -- ------------ ------------ ----------- ----------- -- ------------- Long-Lived Net Net Assets Income Income Assets Revenues (Loss) Revenues (Loss) ---------- ------------ ------------ ----------- ----------- ------------- ---------- ------------ ------------ ----------- ----------- 2002 United States..... $559.3 $85,866.0 $ 2,169.9 $ 98.8 $4,272.2 $ 322.4 ========== ============ ============ =========== =========== ============= 2001 United States..... $547.9 $80,899.2 $ 1,888.1 $116.2 $4,008.1 $ 258.7 International...... 0.3 (3.5) 0.5 (0.5) (4.2) (22.3) ---------- ------------ ------------ ----------- ----------- ------------- ---------- ------------ ------------ ----------- ----------- ------------- Total............... $548.2 $80,895.7 $ 1,888.6 $115.7 $4,003.9 $ 236.4 ========== ============ ============ =========== =========== ============= Long-lived assets include property and equipment, goodwill and other intangibles. The Company's operations are not materially dependent on one or a few customers, brokers or agents, and revenues, assets and operating earnings are attributed to geographic location based on the country of domicile the sales originate from. 9. Stockholder's Equity Common Stock In February 2002, the Company sold shares of PFG stock (reported as treasury stock and held in the rabbi trusts), which generated proceeds of $8.0 million, with a cost of $6.7 million. Report of Independent Auditors Board of Directors and Participants Principal Life Insurance Company We have audited the accompanying statements of assets and liabilities of each of the divisions of Principal Life Insurance Company Variable Life Separate Account [comprised of the AIM V.I. Growth, AIM V.I. Growth and Income, AIM V.I. Value, American Century VP Income & Growth, American Century VP Ultra, Asset Allocation, Balanced, Bond, Capital Value, Dreyfus Founders Discovery, Equity Growth (formerly Aggressive Growth), Fidelity VIP II Contrafund, Fidelity VIP Equity-Income, Fidelity VIP High Income, Government Securities, Growth, High Yield, International, International SmallCap, INVESCO VIF Dynamics, INVESCO VIF Health Sciences, INVESCO VIF Small Company Growth, INVESCO VIF Technology, Janus Aspen Aggressive Growth, LargeCap Growth, LargeCap Stock Index, MicroCap, MidCap, MidCap Growth, MidCap Growth Equity, MidCap Value, Money Market, Putnam VT Global Asset Allocation, Putnam VT Vista, Putnam VT Voyager, Real Estate, SmallCap, SmallCap Growth, SmallCap Value, and Utilities Divisions] as of December 31, 2001, and the related statements of operations and changes in net assets for each of the three years in the period then ended, except for those divisions operating for portions of such periods as disclosed in the financial statements. 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, 2001, by correspondence with the transfer agents. 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 financial position of each of the respective divisions of Principal Life Insurance Company Variable Life Separate Account at December 31, 2001, and the results of their operations and the changes in their net assets for the periods described above, in conformity with accounting principles generally accepted in the United States. Des Moines, Iowa February 11, 2002 Principal Life Insurance Company Variable Life Separate Account Statements of Assets and Liabilities December 31, 2001 AIM V.I. Growth AIM V.I. Growth and Income Division Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $174,780 $107,483 Liabilities - - ------------------------------------ ------------------------------------ Net assets $174,780 $107,483 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $ - $11,668 PrinFlex Life 170,737 89,267 Survivorship Variable Universal Life 3,894 6,548 Variable Universal Life Accumulator 149 - ------------------------------------ Total net assets $174,780 $107,483 ==================================== ==================================== Investments in shares of mutual funds, at cost $175,515 $105,697 Shares of mutual fund owned 10,677 5,321 Accumulation units outstanding: Flex Variable Life - 1,398 PrinFlex Life 19,945 10,645 Survivorship Variable Universal Life 455 781 Variable Universal Life Accumulator 17 - Accumulation unit value: Flex Variable Life $ - $8.35 PrinFlex Life 8.56 8.39 Survivorship Variable Universal Life 8.56 8.39 Variable Universal Life Accumulator 8.56 - See accompanying notes. American Century VP Income & American Century AIM V.I. Value Growth Division VP Ultra Division Division ------------------------------------------------------ ------------------------------------------------------ Assets Investments in shares of mutual funds, at market $426,219 $323,130 $192,825 Liabilities - - - ------------------------------------------------------ ------------------------------------------------------ Net assets $426,219 $323,130 $192,825 ====================================================== ====================================================== Net assets Accumulation units: Flex Variable Life $ 8,005 $ 704 $ 933 PrinFlex Life 407,044 320,012 185,637 Survivorship Variable Universal Life 10,966 2,400 2,763 Variable Universal Life Accumulator 204 14 3,492 ------------------------------------------------------ Total net assets $426,219 $323,130 $192,825 ====================================================== ====================================================== Investments in shares of mutual funds, at cost $434,765 $318,954 $188,591 Shares of mutual fund owned 18,254 50,020 20,234 Accumulation units outstanding: Flex Variable Life 908 78 102 PrinFlex Life 45,956 35,419 20,200 Survivorship Variable Universal Life 1,238 266 301 Variable Universal Life Accumulator 23 2 380 Accumulation unit value: Flex Variable Life $8.82 $8.99 $9.15 PrinFlex Life 8.86 9.03 9.19 Survivorship Variable Universal Life 8.86 9.03 9.19 Variable Universal Life Accumulator 8.86 9.03 9.19 See accompanying notes. Asset Allocation Division Balanced Division Bond Division ----------------------------------------------------- ----------------------------------------------------- Assets Investments in shares of mutual funds, at market $ 9,649,902 $13,101,392 $14,908,876 Liabilities - - - ----------------------------------------------------- ----------------------------------------------------- Net assets $ 9,649,902 $13,101,392 $14,908,876 ===================================================== ===================================================== Net assets Accumulation units: Flex Variable Life $ 1,043 $ 3,251,009 $ 2,086,474 PrinFlex Life 8,938,288 9,431,734 12,375,718 Survivorship Variable Universal Life 709,091 398,483 441,580 Variable Universal Life Accumulator 1,480 20,166 5,104 ----------------------------------------------------- Total net assets $ 9,649,902 $13,101,392 $14,908,876 ===================================================== ===================================================== Investments in shares of mutual funds, at cost $10,300,714 $14,454,023 $14,583,802 Shares of mutual fund owned 855,488 954,216 1,259,196 Accumulation units outstanding: Flex Variable Life 109 117,537 78,312 PrinFlex Life 609,734 764,576 919,315 Survivorship Variable Universal Life 65,399 43,017 37,669 Variable Universal Life Accumulator 101 1,635 379 Accumulation unit value: Flex Variable Life $9.59 $27.66 $26.63 PrinFlex Life 14.66 12.34 13.46 Survivorship Variable Universal Life 10.84 9.26 11.72 Variable Universal Life Accumulator 14.66 12.34 13.46 See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Assets and Liabilities (continued) December 31, 2001 Dreyfus Founders Capital Discovery Division Value Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $29,595,153 $155,009 Liabilities - - ------------------------------------ ------------------------------------ Net assets $29,595,153 $155,009 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $ 6,785,163 $ - PrinFlex Life 22,430,842 153,971 Survivorship Variable Universal Life 378,845 - Variable Universal Life Accumulator 303 1,038 ------------------------------------ Total net assets $29,595,153 $155,009 ==================================== ==================================== Investments in shares of mutual funds, at cost $34,388,100 $150,441 Shares of mutual fund owned 1,065,340 15,801 Accumulation units outstanding: Flex Variable Life 203,555 - PrinFlex Life 1,754,500 17,312 Survivorship Variable Universal Life 43,890 - Variable Universal Life Accumulator 24 117 Accumulation unit value: Flex Variable Life $33.33 $ - PrinFlex Life 12.78 8.89 Survivorship Variable Universal Life 8.63 - Variable Universal Life Accumulator 12.78 8.89 See accompanying notes. Fidelity VIP Fidelity Equity Growth Fidelity Equity- VIP High Division VIP II Income Division Income Division Contrafund Division ----------------------------------------------------------------------- ----------------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $50,584,441 $41,154,655 $18,129,536 $2,817,582 Liabilities - - - - ----------------------------------------------------------------------- ----------------------------------------------------------------------- Net assets $50,584,441 $41,154,655 $18,129,536 $2,817,582 ======================================================================= ======================================================================= Net assets Accumulation units: Flex Variable Life $ 11,532 $ 7,956 $ 23,133 $ 1,205 PrinFlex Life 48,766,788 39,577,641 16,980,993 2,719,735 Survivorship Variable Universal Life 1,803,583 1,568,048 1,121,672 96,642 Variable Universal Life Accumulator 2,538 1,010 3,738 - ----------------------------------------------------------------------- Total net assets $50,584,441 $41,154,655 $18,129,536 $2,817,582 ======================================================================= ======================================================================= Investments in shares of mutual funds, at cost $61,058,093 $47,521,359 $19,019,849 $3,794,051 Shares of mutual fund owned 3,105,245 2,044,444 796,903 439,560 Accumulation units outstanding: Flex Variable Life 1,285 853 2,535 134 PrinFlex Life 3,153,875 2,468,412 1,132,160 333,471 Survivorship Variable Universal Life 193,996 168,512 111,942 14,035 Variable Universal Life Accumulator 164 63 249 - Accumulation unit value: Flex Variable Life $ 8.97 $ 9.33 $ 9.13 $8.96 PrinFlex Life 15.46 16.03 15.00 8.16 Survivorship Variable Universal Life 9.30 9.31 10.02 6.89 Variable Universal Life Accumulator 15.46 16.03 15.00 - See accompanying notes. Government Securities Growth Division Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $10,466,081 $15,258,597 Liabilities - - ------------------------------------ ------------------------------------ Net assets $10,466,081 $15,258,597 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $ 34,289 $ - PrinFlex Life 7,222,238 14,451,604 Survivorship Variable Universal Life 3,183,376 806,770 Variable Universal Life Accumulator 26,178 223 ------------------------------------ Total net assets $10,466,081 $15,258,597 ==================================== ==================================== Investments in shares of mutual funds, at cost $10,105,682 $22,210,954 Shares of mutual fund owned 903,807 1,246,617 Accumulation units outstanding: Flex Variable Life 3,284 - PrinFlex Life 510,686 1,259,246 Survivorship Variable Universal Life 261,505 110,394 Variable Universal Life Accumulator 1,851 19 Accumulation unit value: Flex Variable Life $10.44 $ - PrinFlex Life 14.14 11.48 Survivorship Variable Universal Life 12.17 7.31 Variable Universal Life Accumulator 14.14 11.48 See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Assets and Liabilities (continued) December 31, 2001 High Yield International Division Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $1,710,543 $17,773,333 Liabilities - - ------------------------------------ ------------------------------------ Net assets $1,710,543 $17,773,333 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $1,710,543 $ 940 PrinFlex Life - 17,094,072 Survivorship Variable Universal Life - 671,414 Variable Universal Life Accumulator - 6,907 ------------------------------------ Total net assets $1,710,543 $17,773,333 ==================================== ==================================== Investments in shares of mutual funds, at cost $2,321,615 $23,735,645 Shares of mutual fund owned 295,431 1,691,088 Accumulation units outstanding: Flex Variable Life 83,344 111 PrinFlex Life - 1,622,404 Survivorship Variable Universal Life - 83,630 Variable Universal Life Accumulator - 656 Accumulation unit value: Flex Variable Life $20.52 $ 8.48 PrinFlex Life - 10.54 Survivorship Variable Universal Life - 8.03 Variable Universal Life Accumulator - 10.54 See accompanying notes. INVESCO VIF Small INVESCO VIF Company Growth International INVESCO VIF Health Sciences Division SmallCap Division Dynamics Division Division ----------------------------------------------------------------------- ----------------------------------------------------------------------- Assets Investments in shares of mutual funds, at market $7,597,799 $53,019 $369,374 $63,237 Liabilities - - - - ----------------------------------------------------------------------- ----------------------------------------------------------------------- Net assets $7,597,799 $53,019 $369,374 $63,237 ======================================================================= ======================================================================= Net assets Accumulation units: Flex Variable Life $ - $ - $ - $ 85 PrinFlex Life 6,949,272 53,019 359,074 62,196 Survivorship Variable Universal Life 645,664 - 9,070 956 Variable Universal Life Accumulator 2,863 - 1,230 - ----------------------------------------------------------------------- Total net assets $7,597,799 $53,019 $369,374 $63,237 ======================================================================= ======================================================================= Investments in shares of mutual funds, at cost $8,390,754 $50,094 $363,925 $58,196 Shares of mutual fund owned 700,904 4,228 20,295 4,296 Accumulation units outstanding: Flex Variable Life - - - 10 PrinFlex Life 572,166 6,587 36,164 7,310 Survivorship Variable Universal Life 62,559 - 913 112 Variable Universal Life Accumulator 236 - 124 - Accumulation unit value: Flex Variable Life $ - $ - $ - $8.47 PrinFlex Life 12.14 8.05 9.93 8.51 Survivorship Variable Universal Life 10.32 - 9.93 8.51 Variable Universal Life Accumulator 12.14 - 9.93 - See accompanying notes. Janus Aspen INVESCO VIF Aggressive Growth Technology Division Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $137,546 $403,359 Liabilities - - ------------------------------------ ------------------------------------ Net assets $137,546 $403,359 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $ 15,816 $ 15,543 PrinFlex Life 117,196 384,245 Survivorship Variable Universal Life 4,308 1,831 Variable Universal Life Accumulator 226 1,740 ------------------------------------ Total net assets $137,546 $403,359 ==================================== ==================================== Investments in shares of mutual funds, at cost $132,554 $426,995 Shares of mutual fund owned 8,949 18,562 Accumulation units outstanding: Flex Variable Life 2,230 2,064 PrinFlex Life 16,447 50,785 Survivorship Variable Universal Life 605 242 Variable Universal Life Accumulator 32 230 Accumulation unit value: Flex Variable Life $7.09 $7.53 PrinFlex Life 7.13 7.57 Survivorship Variable Universal Life 7.13 7.57 Variable Universal Life Accumulator 7.13 7.57 See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Assets and Liabilities (continued) December 31, 2001 LargeCap Growth LargeCap Stock Division Index Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $154,565 $17,277,953 Liabilities - - ------------------------------------ ------------------------------------ Net assets $154,565 $17,277,953 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $ 6,133 $ 75,585 PrinFlex Life 145,344 15,575,618 Survivorship Variable Universal Life 2,474 1,616,807 Variable Universal Life Accumulator 614 9,943 ------------------------------------ Total net assets $154,565 $17,277,953 ==================================== ==================================== Investments in shares of mutual funds, at cost $151,331 $19,698,933 Shares of mutual fund owned 17,485 2,084,192 Accumulation units outstanding: Flex Variable Life 776 8,485 PrinFlex Life 18,300 1,775,448 Survivorship Variable Universal Life 312 183,566 Variable Universal Life Accumulator 77 1,133 Accumulation unit value: Flex Variable Life $7.91 $8.91 PrinFlex Life 7.94 8.77 Survivorship Variable Universal Life 7.94 8.81 Variable Universal Life Accumulator 7.94 8.77 See accompanying notes. MidCap Growth MicroCap Division MidCap Division Division ------------------------------------------------------ ------------------------------------------------------ Assets Investments in shares of mutual funds, at market $1,907,964 $39,443,774 $3,431,858 Liabilities - - - ------------------------------------------------------ ------------------------------------------------------ Net assets $1,907,964 $39,443,774 $3,431,858 ====================================================== ====================================================== Net assets Accumulation units: Flex Variable Life $ 8,120 $12,850,695 $ - PrinFlex Life 1,468,375 26,199,741 3,226,436 Survivorship Variable Universal Life 425,752 392,486 201,933 Variable Universal Life Accumulator 5,717 852 3,489 ------------------------------------------------------ Total net assets $1,907,964 $39,443,774 $3,431,858 ====================================================== Investments in shares of mutual funds, at cost $1,858,016 $40,276,924 $3,903,523 Shares of mutual fund owned 208,066 1,229,161 404,224 Accumulation units outstanding: Flex Variable Life 838 256,683 - PrinFlex Life 158,891 1,684,436 334,304 Survivorship Variable Universal Life 40,896 31,869 20,694 Variable Universal Life Accumulator 619 55 362 Accumulation unit value: Flex Variable Life $ 9.69 $50.06 $ - PrinFlex Life 9.24 15.55 9.65 Survivorship Variable Universal Life 10.41 12.32 9.76 Variable Universal Life Accumulator 9.24 15.55 9.65 MidCap Growth Equity Division MidCap Money Value Market Division Division ----------------------------------------------------- ----------------------------------------------------- Assets Investments in shares of mutual funds, at market $124,701 $334,689 $29,911,038 Liabilities - - - ----------------------------------------------------- ----------------------------------------------------- Net assets $124,701 $334,689 $29,911,038 ===================================================== ===================================================== Net assets Accumulation units: Flex Variable Life $ - $ 2,437 $ 601,473 PrinFlex Life 123,338 315,589 26,266,573 Survivorship Variable Universal Life 1,363 10,868 2,439,863 Variable Universal Life Accumulator - 5,795 603,129 ----------------------------------------------------- Total net assets $124,701 $334,689 $29,911,038 ===================================================== Investments in shares of mutual funds, at cost $121,049 $330,229 $29,911,124 Shares of mutual fund owned 21,136 28,655 29,911,038 Accumulation units outstanding: Flex Variable Life - 254 32,483 PrinFlex Life 14,989 32,705 2,063,192 Survivorship Variable Universal Life 166 1,126 216,836 Variable Universal Life Accumulator - 601 47,398 Accumulation unit value: Flex Variable Life $ - $9.60 $18.52 PrinFlex Life 8.23 9.65 12.73 Survivorship Variable Universal Life 8.23 9.65 11.25 Variable Universal Life Accumulator - 9.65 12.73 Principal Life Insurance Company Variable Life Separate Account Statements of Assets and Liabilities (continued) December 31, 2001 Putnam VT Global Asset Allocation Putnam VT Division Vista Division ------------------------------------ ------------------------------------ Assets Investments in shares of mutual funds, at market $1,442,869 $6,598,135 Liabilities - - ------------------------------------ ------------------------------------ Net assets $1,442,869 $6,598,135 ==================================== ==================================== Net assets Accumulation units: Flex Variable Life $ 9,290 $ 69 PrinFlex Life 1,293,496 6,192,328 Survivorship Variable Universal Life 140,083 405,704 Variable Universal Life Accumulator - 34 ------------------------------------ Total net assets $1,442,869 $6,598,135 ==================================== ==================================== Investments in shares of mutual funds, at cost $1,696,386 $9,683,579 Shares of mutual fund owned 107,838 581,846 Accumulation units outstanding: Flex Variable Life 995 9 PrinFlex Life 129,168 605,531 Survivorship Variable Universal Life 14,820 45,706 Variable Universal Life Accumulator - 3 Accumulation unit value: Flex Variable Life $ 9.34 $ 8.06 PrinFlex Life 10.01 10.22 Survivorship Variable Universal Life 9.45 8.88 Variable Universal Life Accumulator - 10.22 See accompanying notes. Putnam VT Voyager Real Division Estate SmallCap Division Division ------------------------------------------------------ ------------------------------------------------------ Assets Investments in shares of mutual funds, at market $22,400,946 $3,295,109 $3,681,969 Liabilities - - - ------------------------------------------------------ ------------------------------------------------------ Net assets $22,400,946 $3,295,109 $3,681,969 ====================================================== ====================================================== Net assets Accumulation units: Flex Variable Life $ 22,112 $ 6,754 $ 6,039 PrinFlex Life 20,227,611 2,675,427 3,429,566 Survivorship Variable Universal Life 2,149,777 612,928 246,360 Variable Universal Life Accumulator 1,446 - 4 ------------------------------------------------------ Total net assets $22,400,946 $3,295,109 $3,681,969 ====================================================== ====================================================== Investments in shares of mutual funds, at cost $34,032,574 $3,151,013 $4,025,439 Shares of mutual fund owned 784,347 305,953 458,527 Accumulation units outstanding: Flex Variable Life 2,620 617 638 PrinFlex Life 1,822,878 210,229 330,003 Survivorship Variable Universal Life 233,042 44,748 22,786 Variable Universal Life Accumulator 130 - 1 Accumulation unit value: Flex Variable Life $ 8.44 $10.95 $ 9.47 PrinFlex Life 11.10 12.73 10.39 Survivorship Variable Universal Life 9.22 13.70 10.81 Variable Universal Life Accumulator 11.10 - 10.39 See accompanying notes. SmallCap Growth SmallCap Division Value Utilities Division Division ----------------------------------------------------- ----------------------------------------------------- Assets Investments in shares of mutual funds, at market $10,098,274 $5,542,468 $2,061,320 Liabilities - - - ----------------------------------------------------- ----------------------------------------------------- Net assets $10,098,274 $5,542,468 $2,061,320 ===================================================== ===================================================== Net assets Accumulation units: Flex Variable Life $ 4,072 $ 4,670 $ 5,358 PrinFlex Life 9,373,483 5,224,309 1,857,845 Survivorship Variable Universal Life 718,607 307,759 198,117 Variable Universal Life Accumulator 2,112 5,730 - ----------------------------------------------------- Total net assets $10,098,274 $5,542,468 $2,061,320 ===================================================== ===================================================== Investments in shares of mutual funds, at cost $14,727,410 $5,492,867 $2,611,241 Shares of mutual fund owned 952,667 487,464 236,119 Accumulation units outstanding: Flex Variable Life 535 476 739 PrinFlex Life 797,228 384,039 182,355 Survivorship Variable Universal Life 77,212 21,105 23,413 Variable Universal Life Accumulator 180 421 - Accumulation unit value: Flex Variable Life $ 7.61 $ 9.82 $ 7.25 PrinFlex Life 11.76 13.60 10.19 Survivorship Variable Universal Life 9.31 14.58 8.46 Variable Universal Life Accumulator 11.76 13.60 - See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Operations For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted AIM V.I. AIM V.I. Growth and Growth Income Division (1) Division (1) ------------------------------------ Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 360 $ 49 Expenses: Mortality and expense risks 409 275 ------------------------------------ Net investment income (loss) (49) (226) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (218) (3,639) Capital gains distributions - - ------------------------------------ ------------------------------------ Total realized gains (losses) on investments (218) (3,639) Change in net unrealized appreciation or depreciation of investments (735) 1,786 ------------------------------------- Net increase (decrease) in net assets resulting from operations $(1,002) $(2,079) ==================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ - Capital gains distributions - - ------------------------------------ - - Expenses: Mortality and expense risks - - ------------------------------------ Net investment income (loss) - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - Change in net unrealized appreciation or depreciation of investments - - ------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - ==================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ - Capital gains distributions - - ------------------------------------ - - Expenses: Mortality and expense risks - - ------------------------------------ Net investment income (loss) - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - Change in net unrealized appreciation or depreciation of investments - - ------------------------------------ Net increase (decrease) in net assets resulting from operations $ - $ - ==================================== <FN> (1) Commenced operations May 19, 2001 </FN> See accompanying notes. American Century VP American AIM V.I. Income & Growth Century VP Value Division (1) Ultra Division (1) Division (1) ------------------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 520 $ - $ - Expenses: Mortality and expense risks 1,038 793 453 --------------------------------------------------------- Net investment income (loss) (518) (793) (453) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (3,100) (71) (9,757) Capital gains distributions 7,899 - - --------------------------------------------------------- --------------------------------------------------------- Total realized gains (losses) on investments 4,799 (71) (9,757) Change in net unrealized appreciation or depreciation of investments (8,546) 4,176 4,234 --------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(4,265) $3,312 $(5,976) ========================================================= Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ - $ - Capital gains distributions - - - --------------------------------------------------------- - - - Expenses: Mortality and expense risks - - - --------------------------------------------------------- Net investment income (loss) - - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - --------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $ - ========================================================= Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ - $ - Capital gains distributions - - - --------------------------------------------------------- - - - Expenses: Mortality and expense risks - - - --------------------------------------------------------- Net investment income (loss) - - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - --------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $ - ========================================================= <FN> (1) Commenced operations May 19, 2001 </FN> See accompanying notes. Asset Allocation Balanced Bond Division Division Division -------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 201,541 $ 365,554 $ 691,129 Expenses: Mortality and expense risks 66,382 106,648 92,970 -------------------------------------------------- Net investment income (loss) 135,159 258,906 598,159 Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (230,483) (128,442) (6,436) Capital gains distributions 13,288 167,396 - -------------------------------------------------- -------------------------------------------------- Total realized gains (losses) on investments (217,195) 38,954 (6,436) Change in net unrealized appreciation or depreciation of investments (251,071) (1,262,149) 140,352 --------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(333,107) $ (964,289) $ 732,075 ================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 140,582 $ - $ - Capital gains distributions 401,133 - - -------------------------------------------------- 541,715 - - Expenses: Mortality and expense risks 37,864 104,162 70,481 -------------------------------------------------- Net investment income (loss) 503,851 (104,162) (70,481) Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 9,480 (52,909) (67,172) Change in net unrealized appreciation or depreciation of investments (522,565) 67,563 710,421 --------------------------------------------------- Net increase (decrease) in net assets resulting from operations (9,234) $ (89,508) $ 572,768 ================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 72,994 $ 421,363 $ 423,106 Capital gains distributions 220,018 458,007 - -------------------------------------------------- 293,012 879,370 423,106 Expenses: Mortality and expense risks 20,257 93,638 47,388 -------------------------------------------------- Net investment income (loss) 272,755 785,732 375,718 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 18,368 77,332 (8,182) Change in net unrealized appreciation or depreciation of investments 136,643 (695,498) (552,153) -------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 427,766 $ 167,566 $(184,617) ================================================== <FN> (1) Commenced operations May 19, 2001 </FN> See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Operations (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Dreyfus Capital Founders Value Discovery Division Division (1) ------------------------------------ Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 354,739 $ - Expenses: Mortality and expense risks 260,206 543 ------------------------------------ Net investment income (loss) 94,533 (543) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (420,531) (3,645) Capital gains distributions 128,530 - ------------------------------------ ------------------------------------ Total realized gains (losses) on investments (292,001) (3,645) Change in net unrealized appreciation or depreciation of investments (2,498,976) 4,568 ------------------------------------- Net increase (decrease) in net assets resulting from operations $(2,696,444) $ 380 ==================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 448,738 $ - Capital gains distributions 135,404 - ------------------------------------ 584,142 - Expenses: Mortality and expense risks 253,147 - ------------------------------------ Net investment income (loss) 330,995 - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments (899,891) - Change in net unrealized appreciation or depreciation of investments 950,640 - ------------------------------------- Net increase (decrease) in net assets resulting from operations $ 381,744 $ - ==================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 631,298 $ - Capital gains distributions 3,121,167 - ------------------------------------ 3,752,465 - Expenses: Mortality and expense risks 227,884 - ------------------------------------ Net investment income (loss) 3,524,581 - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 207,213 - Change in net unrealized appreciation or depreciation of investments (5,167,258) - ------------------------------------ Net increase (decrease) in net assets resulting from operations $(1,435,464) $ - ==================================== <FN> (1) Commenced operations May 19, 2001 (2) Represented the operations of the Aggressive Growth Division until May 19, 2001 when the name changed to Equity Growth Division </FN> See accompanying notes. Fidelity VIP Equity Fidelity VIP II Equity- Growth Contrafund Income Division (2) Division Division ------------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 42,527 $ 266,237 $ 235,916 Expenses: Mortality and expense risks 413,828 305,601 121,385 -------------------------------------------------------- Net investment income (loss) (371,301) (39,364) 114,531 Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (594,851) (530,711) (100,524) Capital gains distributions 2,923,876 939,660 662,811 -------------------------------------------------------- -------------------------------------------------------- Total realized gains (losses) on investments 2,329,025 408,949 562,287 Change in net unrealized appreciation or depreciation of investments (9,726,755) (5,327,117) (1,553,952) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(7,769,031) $(4,957,532) $ (877,134) ======================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ 84,138 $ 167,161 Capital gains distributions 1,219,532 3,054,223 629,770 -------------------------------------------------------- 1,219,532 3,138,361 796,931 Expenses: Mortality and expense risks 357,859 254,559 100,688 -------------------------------------------------------- Net investment income (loss) 861,673 2,883,802 696,243 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 146,570 32,714 (36,409) Change in net unrealized appreciation or depreciation of investments (7,649,724) (5,395,041) 320,251 -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(6,641,481) $(2,478,525) $ 980,085 ======================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ 45,256 $ 81,671 Capital gains distributions 2,005,405 331,881 180,535 -------------------------------------------------------- 2,005,405 377,137 262,206 Expenses: Mortality and expense risks 182,021 115,541 66,774 -------------------------------------------------------- Net investment income (loss) 1,823,384 261,596 195,432 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 88,148 36,522 26,811 Change in net unrealized appreciation or depreciation of investments 6,010,958 3,000,192 51,551 -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 7,922,490 $ 3,298,310 $ 273,794 ======================================================== Fidelity VIP Government High Income Securities Growth Division Division Division ---------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 233,699 $216,752 $ - Expenses: Mortality and expense risks 22,546 44,697 132,900 --------------------------------------------------- Net investment income (loss) 211,153 172,055 (132,900) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (198,377) 21,893 (200,755) Capital gains distributions - - - --------------------------------------------------- --------------------------------------------------- Total realized gains (losses) on investments (198,377) 21,893 (200,755) Change in net unrealized appreciation or depreciation of investments (397,609) 190,344 (3,854,361) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (384,833) $384,292 $(4,188,016) =================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 112,140 $ - $ - Capital gains distributions - - 2,991,447 --------------------------------------------------- 112,140 - 2,991,447 Expenses: Mortality and expense risks 16,875 24,903 120,729 --------------------------------------------------- Net investment income (loss) 95,265 (24,903) 2,870,718 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments (46,430) (73,232) 27,791 Change in net unrealized appreciation or depreciation of investments (528,218) 358,676 (4,702,775) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (479,383) $260,541 $(1,804,266) =================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 107,614 $181,309 $ 61,438 Capital gains distributions 4,023 - 26,610 --------------------------------------------------- 111,637 181,309 88,048 Expenses: Mortality and expense risks 12,593 29,098 65,974 --------------------------------------------------- Net investment income (loss) 99,044 152,211 22,074 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments (18,366) (23,023) 35,999 Change in net unrealized appreciation or depreciation of investments 9,792 (179,101) 1,136,770 --------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 90,470 $ (49,913) $ 1,194,843 =================================================== Principal Life Insurance Company Variable Life Separate Account Statements of Operations (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted High Yield International Division Division ------------------------------------ Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 178,099 $ 23,800 Expenses: Mortality and expense risks 12,750 156,274 ------------------------------------ Net investment income (loss) 165,349 (132,474) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (35,917) (183,087) Capital gains distributions - 3,381 ------------------------------------ ------------------------------------ Total realized gains (losses) on investments (35,917) (179,706) Change in net unrealized appreciation or depreciation of investments (131,598) (4,528,498) ------------------------------------- Net increase (decrease) in net assets resulting from operations $ (2,166) $(4,840,678) ==================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 159,252 $ 115,474 Capital gains distributions - 687,531 ------------------------------------ 159,252 803,005 Expenses: Mortality and expense risks 12,260 139,590 ------------------------------------ Net investment income (loss) 146,992 663,415 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments (36,162) 10,274 Change in net unrealized appreciation or depreciation of investments (199,645) (2,202,921) ------------------------------------ Net increase (decrease) in net assets resulting from operations $ (88,815) $(1,529,232) ==================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 156,525 $ 331,297 Capital gains distributions - 1,187,285 ------------------------------------ 156,525 1,518,582 Expenses: Mortality and expense risks 15,977 88,959 ------------------------------------ Net investment income (loss) 140,548 1,429,623 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments (83,063) 34,900 Change in net unrealized appreciation or depreciation of investments (35,529) 942,834 ------------------------------------ Net increase (decrease) in net assets resulting from operations $ 21,956 $ 2,407,357 ==================================== <FN> (1) Commenced operations May 19, 2001 </FN> See accompanying notes. INVESCO VIF International INVESCO VIF Health SmallCap Dynamics Sciences Division Division (1) Division (1) ------------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 64,180 135 717 ------------------------------------------------------- Net investment income (loss) (64,180) (135) (717) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (1,822,324) (1,010) (249) Capital gains distributions - - - ------------------------------------------------------- ------------------------------------------------------- Total realized gains (losses) on investments (1,822,324) (1,010) (249) Change in net unrealized appreciation or depreciation of investments 186,949 2,925 5,449 ------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(1,699,555) $1,780 $4,483 ======================================================= Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ - $ - Capital gains distributions 362,609 - - ------------------------------------------------------- 362,609 - - Expenses: Mortality and expense risks 45,118 - - ------------------------------------------------------- Net investment income (loss) 317,491 - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 137,726 - - Change in net unrealized appreciation or depreciation of investments (1,565,735) - - ------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(1,110,518) $ - $ - ======================================================= Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ - $ - Capital gains distributions 77,693 - - ------------------------------------------------------- 77,693 - - Expenses: Mortality and expense risks 6,069 - - ------------------------------------------------------- Net investment income (loss) 71,624 - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 29,313 - - Change in net unrealized appreciation or depreciation of investments 570,819 - - ------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 671,756 $ - $ - ======================================================= <FN> (1) Commenced operations May 19, 2001 </FN> See accompanying notes. INVESCO VIF Janus Aspen Small Company Invesco VIF Aggressive Growth Technology Growth Division (1) Division (1) Division (1) ---------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $ - $ - Expenses: Mortality and expense risks 152 335 1,162 ---------------------------------------------------- Net investment income (loss) (152) (335) (1,162) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares 44 (352) (6,432) Capital gains distributions - - - ---------------------------------------------------- ---------------------------------------------------- Total realized gains (losses) on investments 44 (352) (6,432) Change in net unrealized appreciation or depreciation of investments 5,041 4,992 (23,636) ----------------------------------------------------- Net increase (decrease) in net assets resulting from operations $4,933 $4,305 $(31,230) ==================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ - $ - Capital gains distributions - - - ---------------------------------------------------- - - - Expenses: Mortality and expense risks - - - ---------------------------------------------------- Net investment income (loss) - - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - ----------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $ - ==================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ - $ - Capital gains distributions - - - ---------------------------------------------------- - - - Expenses: Mortality and expense risks - - - ---------------------------------------------------- Net investment income (loss) - - - Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $ - ==================================================== <FN> (1) Commenced operations May 19, 2001 </FN> See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Operations (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted LargeCap LargeCap Growth Stock Index Division (1) Division (2) ------------------------------------ Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $ 145,770 Expenses: Mortality and expense risks 331 114,442 ------------------------------------ Net investment income (loss) (331) 31,328 Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (1,117) (198,070) Capital gains distributions - - ------------------------------------ ------------------------------------ Total realized gains (losses) on investments (1,117) (198,070) Change in net unrealized appreciation or depreciation of investments 3,234 (1,608,110) ------------------------------------- Net increase (decrease) in net assets resulting from operations $ 1,786 $(1,774,852) ==================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ 102,989 Capital gains distributions - 41,453 ------------------------------------ - 144,442 Expenses: Mortality and expense risks - 72,122 ------------------------------------ Net investment income (loss) - 72,320 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - 153 Change in net unrealized appreciation or depreciation of investments - (1,133,899) ------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $(1,061,426) ==================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ 27,669 Capital gains distributions - 35,810 ------------------------------------ - 63,479 Expenses: Mortality and expense risks - 15,615 ------------------------------------ Net investment income (loss) - 47,864 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - 377 Change in net unrealized appreciation or depreciation of investments - 321,029 ------------------------------------ Net increase (decrease) in net assets resulting from operations $ - $ 369,270 ==================================== <FN> (1) Commenced operations May 19, 2001 (2) Commenced operations May 1, 1999 </FN> See accompanying notes. MidCap MicroCap MidCap Growth Division Division Division -------------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $ 287,538 $ - Expenses: Mortality and expense risks 13,429 280,737 23,388 -------------------------------------------------------- Net investment income (loss) (13,429) 6,801 (23,388) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (3,292) 8,298 (75,948) Capital gains distributions - 962,939 60,176 -------------------------------------------------------- -------------------------------------------------------- Total realized gains (losses) on investments (3,292) 971,237 (15,772) Change in net unrealized appreciation or depreciation of investments 54,466 (2,591,787) (418,816) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $37,745 $(1,613,749) $(457,976) ======================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 6,198 $ 96,220 $ 4,159 Capital gains distributions - 6,502,170 199,447 -------------------------------------------------------- 6,198 6,598,390 203,606 Expenses: Mortality and expense risks 7,677 272,454 13,595 -------------------------------------------------------- Net investment income (loss) (1,479) 6,325,936 190,011 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 32,846 396,277 26,224 Change in net unrealized appreciation or depreciation of investments (737) (2,361,754) (163,442) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $30,630 $ 4,360,459 $ 52,793 ======================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 614 $ 93,198 $ 1,567 Capital gains distributions - 1,313,207 - -------------------------------------------------------- 614 1,406,405 1,567 Expenses: Mortality and expense risks 2,622 228,629 5,079 -------------------------------------------------------- Net investment income (loss) (2,008) 1,177,776 (3,512) Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 539 142,810 9,001 Change in net unrealized appreciation or depreciation of investments (4,874) 2,019,372 82,583 -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (6,343) $ 3,339,958 $ 88,072 ======================================================== <FN> (1) Commenced operations May 19, 2001 (2) Commenced operations May 1, 1999 </FN> See accompanying notes. MidCap Growth MidCap Money Equity Value Market Division (1) Division (1) Division -------------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $ 284 $894,342 Expenses: Mortality and expense risks 317 768 275,846 -------------------------------------------------------- Net investment income (loss) (317) (484) 618,496 Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (11,841) 113 - Capital gains distributions - 9,791 - -------------------------------------------------------- -------------------------------------------------------- Total realized gains (losses) on investments (11,841) 9,904 - Change in net unrealized appreciation or depreciation of investments 3,652 4,460 (86) -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ (8,506) $13,880 $618,410 ======================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ - $947,987 Capital gains distributions - - - -------------------------------------------------------- - - 947,987 Expenses: Mortality and expense risks - - 185,639 -------------------------------------------------------- Net investment income (loss) - - 762,348 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $762,348 ======================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ - $407,602 Capital gains distributions - - - -------------------------------------------------------- - - 407,602 Expenses: Mortality and expense risks - - 93,734 -------------------------------------------------------- Net investment income (loss) - - 313,868 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments - - - -------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ - $ - $313,868 ======================================================== <FN> (1) Commenced operations May 19, 2001 (2) Commenced operations May 1, 1999 </FN> See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Operations (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Putnam VT Global Asset Putnam VT Allocation Vista Division Division ------------------------------------ Year ended December 31, 2001 Investment income (loss) Income: Dividends $ 11,469 $ - Expenses: Mortality and expense risks 10,494 56,353 ------------------------------------ Net investment income (loss) 975 (56,353) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (37,790) (421,989) Capital gains distributions 117,908 679,338 ------------------------------------ ------------------------------------ Total realized gains (losses) on investments 80,118 257,349 Change in net unrealized appreciation or depreciation of investments (189,495) (2,557,000) ------------------------------------- Net increase (decrease) in net assets resulting from operations $(108,402) $(2,356,004) ==================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 9,533 $ - Capital gains distributions 51,153 20,972 ------------------------------------ 60,686 20,972 Expenses: Mortality and expense risks 6,544 27,026 ------------------------------------ Net investment income (loss) 54,142 (6,054) Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments (1,478) 23,433 Change in net unrealized appreciation or depreciation of investments (91,512) (730,737) ------------------------------------- Net increase (decrease) in net assets resulting from operations $ (38,848) $ (713,358) ==================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 3,412 $ - Capital gains distributions 9,719 62,859 ------------------------------------ 13,131 62,859 Expenses: Mortality and expense risks 2,385 2,960 ------------------------------------ Net investment income (loss) 10,746 59,899 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 4,668 5,780 Change in net unrealized appreciation or depreciation of investments 23,177 181,556 ------------------------------------ Net increase (decrease) in net assets resulting from operations $ 38,591 $ 247,235 ==================================== See accompanying notes. Putnam VT Voyager Real Estate SmallCap Division Division Division ---------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $120,032 $ - Expenses: Mortality and expense risks 185,141 15,633 23,604 ---------------------------------------------------- Net investment income (loss) (185,141) 104,399 (23,604) Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (350,488) 12,059 (24,501) Capital gains distributions 4,288,799 - - ---------------------------------------------------- ---------------------------------------------------- Total realized gains (losses) on investments 3,938,311 12,059 (24,501) Change in net unrealized appreciation or depreciation of investments (8,868,879) 113,786 117,453 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(5,115,709) $230,244 $ 69,348 ==================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ 778 $ 37,862 $ 5,550 Capital gains distributions 1,650,707 - 273,379 ---------------------------------------------------- 1,651,485 37,862 278,929 Expenses: Mortality and expense risks 134,312 2,771 16,009 ---------------------------------------------------- Net investment income (loss) 1,517,173 35,091 262,920 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 25 12,346 28,981 Change in net unrealized appreciation or depreciation of investments (5,168,799) 35,647 (618,008) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(3,651,601) $ 83,084 $(326,107) ==================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ 1,764 $ 3,569 $ 331 Capital gains distributions 163,482 - 88,145 ---------------------------------------------------- 165,246 3,569 88,476 Expenses: Mortality and expense risks 29,437 376 4,836 ---------------------------------------------------- Net investment income (loss) 135,809 3,193 83,640 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 16,417 (785) 10,826 Change in net unrealized appreciation or depreciation of investments 2,300,449 (5,017) 145,118 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 2,452,675 $ (2,609) $ 239,584 ==================================================== See accompanying notes. SmallCap SmallCap Growth Value Utilities Division Division Division ---------------------------------------------------- Year ended December 31, 2001 Investment income (loss) Income: Dividends $ - $ 40,659 $ 56,379 Expenses: Mortality and expense risks 88,523 25,576 15,580 ---------------------------------------------------- Net investment income (loss) (88,523) 15,083 40,799 Realized gains (losses) on investments Realized gain (losses) on sale of fund shares (274,722) 26,614 (17,784) Capital gains distributions - 222,712 - ---------------------------------------------------- ---------------------------------------------------- Total realized gains (losses) on investments (274,722) 249,326 (17,784) Change in net unrealized appreciation or depreciation of investments (3,028,545) (33,749) (646,422) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(3,391,790) $230,660 $(623,407) ==================================================== Year ended December 31, 2000 Investment income (loss) Income: Dividends $ - $ 16,994 $ 25,998 Capital gains distributions 492,430 131,634 21,828 ---------------------------------------------------- 492,430 148,628 47,826 Expenses: Mortality and expense risks 56,013 8,739 6,958 ---------------------------------------------------- Net investment income (loss) 436,417 139,889 40,868 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 71,121 127,192 19,284 Change in net unrealized appreciation or depreciation of investments (2,338,388) (543) 97,562 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(1,830,850) $266,538 $ 157,714 ==================================================== Year ended December 31, 1999 Investment income (loss) Income: Dividends $ - $ 3,592 $ 8,137 Capital gains distributions 19,242 - 1,773 ---------------------------------------------------- 19,242 3,592 9,910 Expenses: Mortality and expense risks 5,327 2,821 1,916 ---------------------------------------------------- Net investment income (loss) 13,915 771 7,994 Realized and unrealized gains (losses) on investments Net realized gains (losses) on investments 30,664 2,968 1,155 Change in net unrealized appreciation or depreciation of investments 705,827 78,477 (3,398) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 750,406 $ 82,216 $ 5,751 ==================================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets For The Years Ended December 31, 2001, 2000 and 1999, Except as Noted AIM V.I. AIM V.I. Growth and AIM V.I. Growth Income Value Division (1) Division (1) Division (1) --------------- --------------- --------------- 2001 2001 2001 --------------- --------------- --------------- Net assets at beginning of period $ - $ - $ - Increase (decrease) in net assets Operations: Net investment income (loss) (49) (226) (518) Total realized gains (losses) on investments (218) (3,639) 4,799 Change in net unrealized appreciation or depreciation of investments (735) 1,786 (8,546) --------------- --------------- --------------- --------------- --------------- --------------- Net increase (decrease) in net assets resulting from operations (1,002) (2,079) (4,265) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 185,385 118,004 460,447 Contract terminations and surrenders - - (157) Death benefit payments - (26) - Policy loan transfers - - (113) Transfers to other contracts (1,655) (958) (10,509) Cost of insurance and administration charges (7,948) (7,447) (19,120) Surrender charges - (11) (64) --------------- --------------- --------------- --------------- --------------- --------------- Increase (decrease) in net assets from policy related transactions 175,782 109,562 430,484 --------------- --------------- --------------- --------------- --------------- --------------- Total increase (decrease) 174,780 107,483 426,219 --------------- --------------- --------------- --------------- --------------- --------------- Net assets at end of period $174,780 $107,483 $426,219 =============== =============== =============== <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. American Century VP Income & American Century Growth VP Ultra Division (1) Division (1) ------------------ ------------------- 2001 2001 ------------------ ------------------- Net assets at beginning of period $ - $ - Increase (decrease) in net assets Operations: Net investment income (loss) (793) (453) Total realized gains (losses) on investments (71) (9,757) Change in net unrealized appreciation or depreciation of investments 4,176 4,234 ------------------ ----------------------- ------------------ ----------------------- Net increase (decrease) in net assets resulting from operations 3,312 (5,976) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 335,858 310,278 Contract terminations and surrenders - (67) Death benefit payments - - Policy loan transfers (141) - Transfers to other contracts (6,063) (102,398) Cost of insurance and administration charges (9,836) (8,984) Surrender charges - (28) ------------------ ----------------------- ------------------ ----------------------- Increase (decrease) in net assets from policy related transactions 319,818 198,801 ------------------ ----------------------- ------------------ ----------------------- Total increase (decrease) 323,130 192,825 ------------------ ----------------------- ------------------ ----------------------- Net assets at end of period $323,130 $192,825 ================== ======================= <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. <Page> Asset Allocation Division ------------------------------------------------------ 2001 2000 1999 ------------------------------------------------------ Net assets at beginning of period $5,527,233 $3,132,463 $1,592,829 Increase (decrease) in net assets Operations: Net investment income (loss) 135,159 503,851 272,755 Total realized gains (losses) on investments (217,195) 9,480 18,368 Change in net unrealized appreciation or depreciation of investments (251,071) (522,565) 136,643 -------------------------------------------------- -------------------------------------------------- Net increase (decrease) in net assets resulting from operations (333,107) (9,234) 427,766 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 8,853,445 3,289,056 1,835,680 Contract terminations and surrenders (378,516) (65,587) (41,872) Death benefit payments (12,348) - (2,944) Policy loan transfers (55,035) (26,235) (64,353) Transfers to other contracts (3,202,248) (365,808) (337,090) Cost of insurance and administration charges (594,740) (385,961) (260,250) Surrender charges (154,782) (41,461) (17,303) -------------------------------------------------- -------------------------------------------------- Increase (decrease) in net assets from policy related transactions 4,455,776 2,404,004 1,111,868 -------------------------------------------------- -------------------------------------------------- Total increase (decrease) 4,122,669 2,394,770 1,539,634 -------------------------------------------------- -------------------------------------------------- Net assets at end of period $9,649,902 $5,527,233 $3,132,463 ================================================== <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. <Page> Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Balanced Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $11,977,437 $12,297,279 $ 9,879,189 Increase (decrease) in net assets Operations: Net investment income (loss) 258,906 (104,162) 785,732 Total realized gains (losses) on investments 38,954 (52,909) 77,332 Change in net unrealized appreciation or depreciation of investments (1,262,149) 67,563 (695,498) ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations (964,289) (89,508) 167,566 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 4,861,852 4,313,099 6,113,533 Contract terminations and surrenders (505,834) (453,456) (449,646) Death benefit payments (50,423) (21,288) (4,689) Policy loan transfers (131,129) (227,75) (147,452) Transfers to other contracts (911,089) (2,699,004) (2,132,506) Cost of insurance and administration charges (1,020,199) (1,007,392) (1,020,029) Surrender charges (154,934) (134,539) (108,687) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 2,088,244 (230,334) 2,250,524 ------------------------------------------- ------------------------------------------- Total increase (decrease) 1,123,955 (319,842) 2,418,090 ------------------------------------------- ------------------------------------------- Net assets at end of period $13,101,392 $11,977,437 $12,297,279 =========================================== <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. Bond Division ----------------------------------------- 2001 2000 1999 ----------------------------------------- Net assets at beginning of period $ 9,081,333 $6,647,735 $3,953,245 Increase (decrease) in net assets Operations: Net investment income (loss) 598,159 (70,481) 375,718 Total realized gains (losses) on investments (6,436) (67,172) (8,182) Change in net unrealized appreciation or depreciation of investments 140,352 710,421 (552,153) -------------------------------------------- Net increase (decrease) in net assets resulting from operations 732,075 572,768 (184,617) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 10,172,015 4,695,877 5,045,651 Contract terminations and surrenders (875,588) (224,651) (341,883) Death benefit payments (27,387) (6,705) (1,456) Policy loan transfers (86,352) (112,479) 69,090 Transfers to other contracts (2,700,365) (1,602,705) (1,149,010) Cost of insurance and administration charges (1,059,253) (813,559) (691,942) Surrender charges (327,602) (74,948) (51,343) -------------------------------------------- -------------------------------------------- Increase (decrease) in net assets from policy related transactions 5,095,468 1,860,830 2,879,107 -------------------------------------------- -------------------------------------------- Total increase (decrease) 5,827,543 2,433,598 2,694,490 -------------------------------------------- -------------------------------------------- Net assets at end of period $14,908,876 $9,081,333 $6,647,735 ============================================ <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. Dreyfus Founders Discovery Capital Value Division Division (1) -------------------------------------------- ---------------- 2001 2000 1999 2001 -------------------------------------------- ---------------- Net assets at beginning of period $28,529,336 $28,453,464 $22,971,942 $ - Increase (decrease) in net assets Operations: Net investment income (loss) 94,533 330,995 3,524,581 (543) Total realized gains (losses) on investments (292,001) (899,891) 207,213 (3,645) Change in net unrealized appreciation or depreciation of investments (2,498,976) 950,640 (5,167,258) 4,568 ----------------------------------------- ---------------- Net increase (decrease) in net assets resulting from operations (2,696,444) 381,744 (1,435,464) 380 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 11,153,610 11,696,805 14,665,546 227,998 Contract terminations and surrenders (1,281,730) (992,682) (779,500) - Death benefit payments (61,173) (43,189) (16,643) - Policy loan transfers (248,302) (528,453) (159,843) - Transfers to other contracts (2,698,649) (7,517,529) (4,080,476) (69,873) Cost of insurance and administration charges (2,697,679) (2,638,433) (2,533,293) (3,496) Surrender charges (403,816) (282,391) (178,805) - ----------------------------------------- ---------------- ----------------------------------------- ---------------- Increase (decrease) in net assets from policy related transactions 3,762,261 (305,872) 6,916,986 154,629 ----------------------------------------- ---------------- ----------------------------------------- ---------------- Total increase (decrease) 1,065,817 75,872 5,481,522 155,009 ----------------------------------------- ---------------- ----------------------------------------- ---------------- Net assets at end of period $29,595,153 $28,529,336 $28,453,464 $155,009 ========================================= ================ <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Equity Growth Division(1) ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $45,972,711 $33,093,420 $14,244,041 Increase (decrease) in net assets Operations: Net investment income (loss) (371,301) 861,673 1,823,384 Total realized gains (losses) on investments 2,329,025 146,570 88,148 Change in net unrealized appreciation or depreciation of investments (9,726,755) (7,649,724) 6,010,958 ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations (7,769,031) (6,641,481) 7,922,490 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 26,746,436 29,758,309 16,297,188 Contract terminations and surrenders (2,138,814) (902,757) (453,060) Death benefit payments (24,549) (19,750) (7,313) Policy loan transfers (506,074) (797,276) (393,765) Transfers to other contracts (5,666,291) (3,750,874) (1,675,940) Cost of insurance and administration charges (5,149,495) (4,191,357) (2,653,004) Surrender charges (880,452) (575,523) (187,217) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 12,380,761 19,520,772 10,926,889 ------------------------------------------- ------------------------------------------- Total increase (decrease) 4,611,730 12,879,291 18,849,379 ------------------------------------------- ------------------------------------------- Net assets at end of period $50,584,441 $45,972,711 $33,093,420 =========================================== <FN> (1) Represented the operations of the Aggressive Growth Division until May 19, 2001 when the name changed to Equity Growth Division. 2001 </FN> See accompanying notes. Fidelity VIP II Contrafund Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $35,385,437 $21,683,086 $ 8,023,001 Increase (decrease) in net assets Operations: Net investment income (loss) (39,364) 2,883,802 261,596 Total realized gains (losses) on investments 408,949 32,714 36,522 Change in net unrealized appreciation or depreciation of investments (5,327,117) (5,395,041) 3,000,192 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations (4,957,532) (2,478,525) 3,298,310 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 21,542,443 23,219,618 13,567,422 Contract terminations and surrenders (1,361,042) (498,142) (229,535) Death benefit payments (23,859) (9,707) (4,835) Policy loan transfers (264,336) (592,880) (182,637) Transfers to other contracts (5,026,269) (2,678,220) (1,002,866) Cost of insurance and administration charges (3,575,992) (2,940,509) (1,690,923) Surrender charges (564,195) (319,284) (94,851) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 10,726,750 16,180,876 10,361,775 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 5,769,218 13,702,351 13,660,085 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $41,154,655 $35,385,437 $21,683,086 ==================================================== See accompanying notes. Fidelity VIP Equity-Income Division --------------------------------------------------- 2001 2000 1999 --------------------------------------------------- Net assets at beginning of period $13,577,072 $ 9,373,498 $4,905,541 Increase (decrease) in net assets Operations: Net investment income (loss) 114,531 696,243 195,432 Total realized gains (losses) on investments 562,287 (36,409) 26,811 Change in net unrealized appreciation or depreciation of investments (1,553,952) 320,251 51,551 --------------------------------------------------- Net increase (decrease) in net assets resulting from operations (877,134) 980,085 273,794 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 9,865,998 7,043,890 6,456,166 Contract terminations and surrenders (784,047) (184,398) (156,447) Death benefit payments (44,869) (1,690) (221) Policy loan transfers (174,682) 94,665 (174,979) Transfers to other contracts (1,894,293) (2,545,534) (976,597) Cost of insurance and administration charges (1,216,469) (1,065,441) (889,111) Surrender charges (322,040) (118,003) (64,648) --------------------------------------------------- --------------------------------------------------- Increase (decrease) in net assets from policy related transactions 5,429,598 3,223,489 4,194,163 --------------------------------------------------- --------------------------------------------------- Total increase (decrease) 4,552,464 4,203,574 4,467,957 --------------------------------------------------- --------------------------------------------------- Net assets at end of period $18,129,536 $13,577,072 $9,373,498 =================================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Fidelity VIP High Income Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $1,821,483 $1,560,663 $1,064,791 Increase (decrease) in net assets Operations: Net investment income (loss) 211,153 95,265 99,044 Total realized gains (losses) on investments (198,377) (46,430) (18,366) Change in net unrealized appreciation or depreciation of investments (397,609) (528,218) 9,792 ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations (384,833) (479,383) 90,470 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 2,482,751 1,436,160 1,004,457 Contract terminations and surrenders (35,914) (32,423) (70,361) Death benefit payments - (420) (36) Policy loan transfers 51,196 (18,764) 8,724 Transfers to other contracts (857,938) (444,922) (360,193) Cost of insurance and administration charges (244,065) (178,932) (148,114) Surrender charges (15,098) (20,496) (29,075) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 1,380,932 740,203 405,402 ------------------------------------------- ------------------------------------------- Total increase (decrease) 996,099 260,820 495,872 ------------------------------------------- ------------------------------------------- Net assets at end of period $2,817,582 $1,821,483 $1,560,663 =========================================== See accompanying notes. Government Securities Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $ 3,393,527 $3,117,503 $3,266,712 Increase (decrease) in net assets Operations: Net investment income (loss) 172,055 (24,903) 152,211 Total realized gains (losses) on investments 21,893 (73,232) (23,023) Change in net unrealized appreciation or depreciation of investments 190,344 358,676 (179,101) ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations 384,292 260,541 (49,913) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 8,637,064 1,932,137 2,370,343 Contract terminations and surrenders (167,887) (37,495) (11,368) Death benefit payments (6,256) (3,138) (90) Policy loan transfers (12,266) (102,846) 3,547 Transfers to other contracts (1,222,730) (1,496,351) (2,222,249) Cost of insurance and administration charges (470,635) (253,121) (234,781) Surrender charges (69,028) (23,703) (4,698) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 6,688,262 15,483 (99,296) ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 7,072,554 276,024 (149,209) ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $10,466,081 $3,393,527 $3,117,503 ==================================================== See accompanying notes. Growth Division ----------------------------------------------------- 2001 2000 1999 ----------------------------------------------------- Net assets at beginning of period $14,740,033 $10,738,427 $ 4,760,835 Increase (decrease) in net assets Operations: Net investment income (loss) (132,900) 2,870,718 22,074 Total realized gains (losses) on investments (200,755) 27,791 35,999 Change in net unrealized appreciation or depreciation of investments (3,854,361) (4,702,775) 1,136,770 ----------------------------------------------------- Net increase (decrease) in net assets resulting from operations (4,188,016) (1,804,266) 1,194,843 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 8,263,846 9,674,355 7,116,531 Contract terminations and surrenders (433,577) (275,368) (174,656) Death benefit payments (30,346) (10,239) (80) Policy loan transfers (139,063) (262,492) (137,542) Transfers to other contracts (1,006,228) (1,629,892) (933,539) Cost of insurance and administration charges (1,760,758) (1,514,952) (1,015,792) Surrender charges (187,294) (175,540) (72,173) ----------------------------------------------------- ----------------------------------------------------- Increase (decrease) in net assets from policy related transactions 4,706,580 5,805,872 4,782,749 ----------------------------------------------------- ----------------------------------------------------- Total increase (decrease) 518,564 4,001,606 5,977,592 ----------------------------------------------------- ----------------------------------------------------- Net assets at end of period $15,258,597 $14,740,033 $10,738,427 ===================================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted High Yield Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $1,617,658 $1,689,069 $2,269,099 Increase (decrease) in net assets Operations: Net investment income (loss) 165,349 146,992 140,548 Total realized gains (losses) on investments (35,917) (36,162) (83,063) Change in net unrealized appreciation or depreciation of investments (131,598) (199,645) (35,529) ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations (2,166) (88,815) 21,956 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 261,163 301,781 435,443 Contract terminations and surrenders (31,601) (78,725) (706,562) Death benefit payments - - (1,481) Policy loan transfers (3,538) 2,087 (19,235) Transfers to other contracts (25,002) (107,800) (136,183) Cost of insurance and administration charges (104,483) (95,536) (128,426) Surrender charges (1,488) (4,403) (45,542) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 95,051 17,404 (601,986) ------------------------------------------- ------------------------------------------- Total increase (decrease) 92,885 (71,411) (580,030) ------------------------------------------- ------------------------------------------- Net assets at end of period $1,710,543 $1,617,658 $1,689,069 =========================================== See accompanying notes. International Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $17,342,064 $13,191,433 $ 7,800,249 Increase (decrease) in net assets Operations: Net investment income (loss) (132,474) 663,415 1,429,623 Total realized gains (losses) on investments (179,706) 10,274 34,900 Change in net unrealized appreciation or depreciation of investments (4,528,498) (2,202,921) 942,834 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations (4,840,678) (1,529,232) 2,407,357 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 9,563,738 10,086,587 6,417,856 Contract terminations and surrenders (341,846) (302,768) (171,017) Death benefit payments (12,973) (10,052) (403) Policy loan transfers (175,748) (232,123) (167,118) Transfers to other contracts (1,938,667) (2,294,330) (1,986,291) Cost of insurance and administration charges (1,681,770) (1,374,849) (1,038,531) Surrender charges (140,787) (192,602) (70,669) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 5,271,947 5,679,863 2,983,827 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 431,269 4,150,631 5,391,184 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $17,773,333 $17,342,064 $13,191,433 ==================================================== See accompanying notes. <Page> International SmallCap Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $ 6,917,944 $ 1,960,477 $ 316,190 Increase (decrease) in net assets Operations: Net investment income (loss) (64,180) 317,491 71,624 Total realized gains (losses) on investments (1,822,324) 137,726 29,313 Change in net unrealized appreciation or depreciation of investments 186,949 (1,565,735) 570,819 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations (1,699,555) (1,110,518) 671,756 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 15,986,152 10,571,353 1,229,935 Contract terminations and surrenders (181,804) (68,238) (11,949) Death benefit payments (5,825) (1,345) - Policy loan transfers (69,818) (92,701) (97,474) Transfers to other contracts (12,388,722) (3,708,043) (49,357) Cost of insurance and administration charges (885,234) (589,904) (93,687) Surrender charges (75,339) (43,137) (4,937) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 2,379,410 6,067,985 972,531 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 679,855 4,957,467 1,644,287 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $ 7,597,799 $ 6,917,944 $1,960,477 ==================================================== See accompanying notes. <Page> Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted INVESCO VIF INVESCO VIF Small Company INVESCO VIF Health Growth Dynamics Sciences Division (1) Division (1) Division (1) --------------- --------------- --------------- 2001 2001 2001 --------------- --------------- --------------- Net assets at beginning of period $ - $ - $ - Increase (decrease) in net assets Operations: Net investment income (loss) (135) (717) (152) Total realized gains (losses) on investments (1,010) (249) 44 Change in net unrealized appreciation or depreciation of investments 2,925 5,449 5,041 --------------- --------------- --------------- --------------- --------------- --------------- Net increase (decrease) in net assets resulting from operations 1,780 4,483 4,933 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 78,780 422,243 62,744 Contract terminations and surrenders (23) (65) (28) Death benefit payments - - - Policy loan transfers (172) 21 - Transfers to other contracts (24,605) (40,580) (587) Cost of insurance and administration charges (2,732) (16,701) (3,813) Surrender charges (9) (27) (12) --------------- --------------- --------------- --------------- --------------- --------------- Increase (decrease) in net assets from policy related transactions 51,239 364,891 58,304 --------------- --------------- --------------- --------------- --------------- --------------- Total increase (decrease) 53,019 369,374 63,237 --------------- --------------- --------------- --------------- --------------- --------------- Net assets at end of period $53,019 $369,374 $63,237 =============== =============== =============== <FN> (1) Commenced operations May 19, 2001. (2) Commenced operations May 1, 1999. </FN> See accompanying notes. Janus Aspen INVESCO VIF Aggressive LargeCap Growth Technology Growth Division Division (1) Division (1) (1) ----------------- ------------------ ----------------- 2001 2001 2001 ----------------- ------------------ ----------------- Net assets at beginning of period $ - $ - $ - Increase (decrease) in net assets Operations: Net investment income (loss) (335) (1,162) (331) Total realized gains (losses) on investments (352) (6,432) (1,117) Change in net unrealized appreciation or depreciation of investments 4,992 (23,636) 3,234 ----------------- ------------------ ----------------- Net increase (decrease) in net assets resulting from operations 4,305 (31,230) 1,786 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 147,748 506,226 196,358 Contract terminations and surrenders (48) (22) (22) Death benefit payments - - - Policy loan transfers - 938 - Transfers to other contracts (6,849) (49,770) (35,223) Cost of insurance and administration charges (7,590) (22,774) (8,325) Surrender charges (20) (9) (9) ----------------- ------------------ ----------------- ----------------- ------------------ ----------------- Increase (decrease) in net assets from policy related transactions 133,241 434,589 152,779 ----------------- ------------------ ----------------- ----------------- ------------------ ----------------- Total increase (decrease) 137,546 403,359 154,565 ----------------- ------------------ ----------------- ----------------- ------------------ ----------------- Net assets at end of period $137,546 $403,359 $154,565 ================= ================== ================= <FN> (1) Commenced operations May 19, 2001. (2) Commenced operations May 1, 1999. </FN> See accompanying notes. LargeCap Stock Index Division (2) -------------------------------------------------- 2001 2000 1999 -------------------------------------------------- Net assets at beginning of period $12,276,884 $ 6,704,714 $ - Increase (decrease) in net assets Operations: Net investment income (loss) 31,328 72,320 47,864 Total realized gains (losses) on investments (198,070) 153 377 Change in net unrealized appreciation or depreciation of investments (1,608,110) (1,133,899) 321,029 -------------------------------------------------- Net increase (decrease) in net assets resulting from operations (1,774,852) (1,061,426) 369,270 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 10,027,318 7,825,895 6,494,864 Contract terminations and surrenders (306,450) (34,473) (13,946) Death benefit payments (300,788) (259) - Policy loan transfers (35,555) (92,383) 5,779 Transfers to other contracts (1,507,223) (452,491) (44,128) Cost of insurance and administration charges (974,711) (589,691) (101,362) Surrender charges (126,670) (23,002) (5,763) -------------------------------------------------- -------------------------------------------------- Increase (decrease) in net assets from policy related transactions 6,775,921 6,633,596 6,335,444 -------------------------------------------------- -------------------------------------------------- Total increase (decrease) 5,001,069 5,572,170 6,704,714 -------------------------------------------------- -------------------------------------------------- Net assets at end of period $17,277,953 $12,276,884 $6,704,714 ================================================== <FN> (1) Commenced operations May 19, 2001. (2) Commenced operations May 1, 1999. </FN> See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted MicroCap Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $1,269,013 $ 452,739 $149,378 Increase (decrease) in net assets Operations: Net investment income (loss) (13,429) (1,479) (2,008) Total realized gains (losses) on investments (3,292) 32,846 539 Change in net unrealized appreciation or depreciation of investments 54,466 (737) (4,874) ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations 37,745 30,630 (6,343) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 935,120 1,556,542 368,670 Contract terminations and surrenders (33,408) (13,200) (1,103) Death benefit payments (1,301) - - Policy loan transfers 1,306 (461) (6,935) Transfers to other contracts (154,517) (672,095) (8,950) Cost of insurance and administration charges (130,270) (76,798) (41,522) Surrender charges (15,724) (8,344) (456) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 601,206 785,644 309,704 ------------------------------------------- ------------------------------------------- Total increase (decrease) 638,951 816,274 303,361 ------------------------------------------- ------------------------------------------- Net assets at end of period $1,907,964 $1,269,013 $452,739 =========================================== See accompanying notes. MidCap Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $37,522,641 $30,767,163 $25,463,610 Increase (decrease) in net assets Operations: Net investment income (loss) 6,801 6,325,936 1,177,776 Total realized gains (losses) on investments 971,237 396,277 142,810 Change in net unrealized appreciation or depreciation of investments (2,591,787) (2,361,754) 2,019,372 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations (1,613,749) 4,360,459 3,339,958 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 12,119,253 11,608,618 11,141,276 Contract terminations and surrenders (1,602,008) (1,516,159) (1,108,369) Death benefit payments (42,287) (69,784) (23,450) Policy loan transfers (1,075,094) (603,290) (579,695) Transfers to other contracts (2,850,649) (4,166,416) (4,628,585) Cost of insurance and administration charges (2,715,722) (2,529,480) (2,628,217) Surrender charges (298,611) (328,470) (209,365) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 3,534,882 2,395,019 1,963,595 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 1,921,133 6,755,478 5,303,553 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $39,443,774 $37,522,641 $30,767,163 ==================================================== See accompanying notes. MidCap Growth Division ----------------------------------------------------- 2001 2000 1999 ----------------------------------------------------- Net assets at beginning of period $2,396,679 $ 978,046 $315,903 Increase (decrease) in net assets Operations: Net investment income (loss) (23,388) 190,011 (3,512) Total realized gains (losses) on investments (15,772) 26,224 9,001 Change in net unrealized appreciation or depreciation of investments (418,816) (163,442) 82,583 ----------------------------------------------------- Net increase (decrease) in net assets resulting from operations (457,976) 52,793 88,072 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 2,424,587 1,843,915 878,861 Contract terminations and surrenders (108,375) (25,571) (10,284) Death benefit payments (780) - - Policy loan transfers (35,716) (10,834) (5,191) Transfers to other contracts (405,618) (251,257) (195,196) Cost of insurance and administration charges (336,627) (174,248) (89,869) Surrender charges (44,316) (16,165) (4,250) ----------------------------------------------------- ----------------------------------------------------- Increase (decrease) in net assets from policy related transactions 1,493,155 1,365,840 574,071 ----------------------------------------------------- ----------------------------------------------------- Total increase (decrease) 1,035,179 1,418,633 662,143 ----------------------------------------------------- ----------------------------------------------------- Net assets at end of period $3,431,858 $2,396,679 $978,046 ===================================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted MidCap Growth MidCap Equity Value Division (1) Division (1) ----------------- ----------------- 2001 2001 ----------------- ----------------- Net assets at beginning of period $ - $ - Increase (decrease) in net assets Operations: Net investment income (loss) (317) (484) Total realized gains (losses) on investments (11,841) 9,904 Change in net unrealized appreciation or depreciation of investments 3,652 4,460 ----------------- ----------------- ----------------- ----------------- Net increase (decrease) in net assets resulting from operations (8,506) 13,880 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 190,253 357,254 Contract terminations and surrenders (56) (76) Death benefit payments - - Policy loan transfers - 147 Transfers to other contracts (51,184) (21,607) Cost of insurance and administration charges (5,783) (14,878) Surrender charges (23) (31) ----------------- ----------------- ----------------- ----------------- Increase (decrease) in net assets from policy related transactions 133,207 320,809 ----------------- ----------------- ----------------- ----------------- Total increase (decrease) 124,701 334,689 ----------------- ----------------- ----------------- ----------------- Net assets at end of period $124,701 $334,689 ================= ================= <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. Money Market Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $18,255,616 $14,455,480 $ 8,335,116 Increase (decrease) in net assets Operations: Net investment income (loss) 618,496 762,348 313,868 Total realized gains (losses) on investments - - - Change in net unrealized appreciation or depreciation of investments (86) - - ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations 618,410 762,348 313,868 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 79,238,720 72,946,715 40,630,667 Contract terminations and surrenders (966,272) (535,850) (526,416) Death benefit payments (214,508) - (31) Policy loan transfers (154,267) (61,746) (280,402) Transfers to other contracts (62,751,766) (66,548,940) (31,813,986) Cost of insurance and administration charges (3,706,667) (2,665,403) (1,987,469) Surrender charges (408,228) (96,988) (215,867) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 11,037,012 3,037,788 5,806,496 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 11,655,422 3,800,136 6,120,364 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $29,911,038 $18,255,616 $14,455,480 ==================================================== <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. Putnam VT Global Asset Allocation Division ----------------------------------------------------- 2001 2000 1999 ----------------------------------------------------- Net assets at beginning of period $ 944,197 $422,470 $ 75,231 Increase (decrease) in net assets Operations: Net investment income (loss) 975 54,142 10,746 Total realized gains (losses) on investments 80,118 (1,478) 4,668 Change in net unrealized appreciation or depreciation of investments (189,495) (91,512) 23,177 ----------------------------------------------------- Net increase (decrease) in net assets resulting from operations (108,402) (38,848) 38,591 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 929,244 829,996 441,210 Contract terminations and surrenders (26,087) (12,947) (2,330) Death benefit payments - - - Policy loan transfers (2,776) (1,036) (601) Transfers to other contracts (133,536) (149,689) (85,053) Cost of insurance and administration charges (149,078) (96,360) (43,615) Surrender charges (10,693) (9,389) (963) ----------------------------------------------------- ----------------------------------------------------- Increase (decrease) in net assets from policy related transactions 607,074 560,575 308,648 ----------------------------------------------------- ----------------------------------------------------- Total increase (decrease) 498,672 521,727 347,239 ----------------------------------------------------- ----------------------------------------------------- Net assets at end of period $1,442,869 $944,197 $422,470 ===================================================== <FN> (1) Commenced operations May 19, 2001. </FN> See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Putnam VT Vista Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $5,249,045 $ 895,165 $123,051 Increase (decrease) in net assets Operations: Net investment income (loss) (56,353) (6,054) 59,899 Total realized gains (losses) on investments 257,349 23,433 5,780 Change in net unrealized appreciation or depreciation of investments (2,557,000) (730,737) 181,556 ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations (2,356,004) (713,358) 247,235 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 6,357,039 5,897,773 628,024 Contract terminations and surrenders (98,457) (36,043) (6,403) Death benefit payments (4,795) (6,712) - Policy loan transfers (58,115) (91,942) (5,925) Transfers to other contracts (1,647,186) (345,652) (32,861) Cost of insurance and administration charges (801,378) (327,401) (55,310) Surrender charges (42,014) (22,785) (2,646) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 3,705,094 5,067,238 524,879 ------------------------------------------- ------------------------------------------- Total increase (decrease) 1,349,090 4,353,880 772,114 ------------------------------------------- ------------------------------------------- Net assets at end of period $6,598,135 $5,249,045 $895,165 =========================================== See accompanying notes. Putnam VT Voyager Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $19,058,561 $ 8,742,337 $ 899,548 Increase (decrease) in net assets Operations: Net investment income (loss) (185,141) 1,517,173 135,809 Total realized gains (losses) on investments 3,938,311 25 16,417 Change in net unrealized appreciation or depreciation of investments (8,868,879) (5,168,799) 2,300,449 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations (5,115,709) (3,651,601) 2,452,675 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 14,000,975 18,048,445 6,453,995 Contract terminations and surrenders (412,007) (302,693) (30,704) Death benefit payments (4,549) (5,327) - Policy loan transfers (158,880) (319,487) (47,124) Transfers to other contracts (2,303,977) (1,421,158) (354,009) Cost of insurance and administration charges (2,490,655) (1,837,210) (619,356) Surrender charges (172,813) (194,745) (12,688) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 8,458,094 13,967,825 5,390,114 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 3,342,385 10,316,224 7,842,789 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $22,400,946 $19,058,561 $8,742,337 ==================================================== See accompanying notes. Real Estate Division ----------------------------------------------------- 2001 2000 1999 ----------------------------------------------------- Net assets at beginning of period $1,001,550 $ 73,623 $31,709 Increase (decrease) in net assets Operations: Net investment income (loss) 104,399 35,091 3,193 Total realized gains (losses) on investments 12,059 12,346 (785) Change in net unrealized appreciation or depreciation of investments 113,786 35,647 (5,017) ----------------------------------------------------- Net increase (decrease) in net assets resulting from operations 230,244 83,084 (2,609) Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 3,324,796 1,174,224 62,476 Contract terminations and surrenders (20,244) (6,695) (586) Death benefit payments (159) (109) - Policy loan transfers (7,056) (1,248) (75) Transfers to other contracts (971,701) (232,118) (6,771) Cost of insurance and administration charges (254,043) (84,979) (10,279) Surrender charges (8,278) (4,232) (242) ----------------------------------------------------- ----------------------------------------------------- Increase (decrease) in net assets from policy related transactions 2,063,315 844,843 44,523 ----------------------------------------------------- ----------------------------------------------------- Total increase (decrease) 2,293,559 927,927 41,914 ----------------------------------------------------- ----------------------------------------------------- Net assets at end of period $3,295,109 $1,001,550 $73,623 ===================================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted SmallCap Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $1,958,266 $1,099,108 $ 250,636 Increase (decrease) in net assets Operations: Net investment income (loss) (23,604) 262,920 83,640 Total realized gains (losses) on investments (24,501) 28,981 10,826 Change in net unrealized appreciation or depreciation of investments 117,453 (618,008) 145,118 ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations 69,348 (326,107) 239,584 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 2,422,686 1,965,594 782,251 Contract terminations and surrenders (39,344) (31,790) (2,802) Death benefit payments (444) (23) - Policy loan transfers (23,996) 53,381 17,498 Transfers to other contracts (356,879) (584,563) (121,595) Cost of insurance and administration charges (329,879) (197,216) (65,306) Surrender charges (17,789) (20,118) (1,158) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 1,654,355 1,185,265 608,888 ------------------------------------------- ------------------------------------------- Total increase (decrease) 1,723,703 859,158 848,472 ------------------------------------------- ------------------------------------------- Net assets at end of period $3,681,969 $1,958,266 $1,099,108 =========================================== See accompanying notes. SmallCap Growth Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $ 8,419,398 $2,161,250 $ 209,695 Increase (decrease) in net assets Operations: Net investment income (loss) (88,523) 436,417 13,915 Total realized gains (losses) on investments (274,722) 71,121 30,664 Change in net unrealized appreciation or depreciation of investments (3,028,545) (2,338,388) 705,827 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations (3,391,790) (1,830,850) 750,406 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 8,281,086 9,746,782 1,479,309 Contract terminations and surrenders (166,952) (73,949) (7,272) Death benefit payments (3,561) (1,523) - Policy loan transfers (57,461) (105,922) (95,917) Transfers to other contracts (1,733,699) (731,700) (79,325) Cost of insurance and administration charges (1,177,938) (697,943) (92,641) Surrender charges (70,809) (46,747) (3,005) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 5,070,666 8,088,998 1,201,149 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 1,678,876 6,258,148 1,951,555 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $10,098,274 $8,419,398 $2,161,250 ==================================================== See accompanying notes. SmallCap Value Division ---------------------------------------------------- 2001 2000 1999 ---------------------------------------------------- Net assets at beginning of period $1,737,646 $ 623,561 $144,138 Increase (decrease) in net assets Operations: Net investment income (loss) 15,083 139,889 771 Total realized gains (losses) on investments 249,326 127,192 2,968 Change in net unrealized appreciation or depreciation of investments (33,749) (543) 78,477 ---------------------------------------------------- Net increase (decrease) in net assets resulting from operations 230,660 266,538 82,216 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 5,332,498 2,323,152 496,663 Contract terminations and surrenders (30,784) (9,286) (6,635) Death benefit payments - - - Policy loan transfers (42,215) (22,793) (518) Transfers to other contracts (1,406,624) (1,335,069) (36,013) Cost of insurance and administration charges (266,125) (102,587) (53,548) Surrender charges (12,588) (5,870) (2,742) ---------------------------------------------------- ---------------------------------------------------- Increase (decrease) in net assets from policy related transactions 3,574,162 847,547 397,207 ---------------------------------------------------- ---------------------------------------------------- Total increase (decrease) 3,804,822 1,114,085 479,423 ---------------------------------------------------- ---------------------------------------------------- Net assets at end of period $5,542,468 $1,737,646 $623,561 ==================================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Statements of Changes in Net Assets (continued) For the Years Ended December 31, 2001, 2000 and 1999, Except as Noted Utilities Division ------------------------------------------- ------------------------------------------- 2001 2000 1999 ------------------------------------------- Net assets at beginning of period $1,392,047 $ 437,284 $ 45,596 Increase (decrease) in net assets Operations: Net investment income (loss) 40,799 40,868 7,994 Total realized gains (losses) on investments (17,784) 19,284 1,155 Change in net unrealized appreciation or depreciation of investments (646,422) 97,562 (3,398) ------------------------------------------- ------------------------------------------- Net increase (decrease) in net assets resulting from operations (623,407) 157,714 5,751 Policy related transactions: Net premium payments, less sales charges and applicable premium taxes 1,996,976 1,406,479 477,154 Contract terminations and surrenders (38,743) (15,551) (842) Death benefit payments (6,804) (2,000) - Policy loan transfers (7,531) (6,001) (9,038) Transfers to other contracts (422,466) (472,609) (35,545) Cost of insurance and administration charges (212,532) (101,782) (45,444) Surrender charges (16,220) (11,487) (348) ------------------------------------------- ------------------------------------------- Increase (decrease) in net assets from policy related transactions 1,292,680 797,049 385,937 ------------------------------------------- ------------------------------------------- Total increase (decrease) 669,273 954,763 391,688 ------------------------------------------- ------------------------------------------- Net assets at end of period $2,061,320 $1,392,047 $437,284 =========================================== See accompanying notes. Principal Life Insurance Company Variable Life Separate Account Notes to Financial Statements December 31, 2001 1. Investment and Accounting Policies Principal Life Insurance Company Variable Life Separate Account (the Separate Account) is a segregated investment account of Principal Life Insurance Company (Principal Life) and is registered under the Investment Company Act of 1940 as a unit investment trust, with no stated limitations on the number of authorized units. As directed by eligible contractholders, each division of the Separate Account invests exclusively in shares representing interests in a corresponding investment option. As of December 31, 2001, contractholder investment options include the following diversified open-end management investment companies: Principal Variable Contracts Fund, Inc. (3): Asset Allocation Account Balanced Account AIM V.I. Growth Fund (2) Bond Account AIM V.I. Growth and Income Fund (2) Capital Value Account AIM V.I. Value Fund (2) Equity Growth Account, formerly the Aggressive American Century Variable Portfolios Inc.: Growth Account until VP Income & Growth (2) May 19, 2001 name change VP Ultra (2) Government Securities Account Dreyfus Investment Portfolios - Founders Growth Account Discovery Portfolio (2) High Yield Account Fidelity Variable Insurance Products Fund: International Account Equity-Income Portfolio International SmallCap Account High Income Portfolio LargeCap Growth Account (2) Fidelity Variable Insurance Products Fund II - LargeCap Stock Index Account (1) Contrafund Portfolio MicroCap Account Janus Aspen Aggressive Growth Portfolio (2) MidCap Account INVESCO Variable Investment Funds: MidCap Growth Account VIF Dynamics (2) MidCap Growth Equity Account (2) VIF Health Sciences (2) MidCap Value Account (2) VIF Small Company Growth (2) Money Market Account VIF Technology (2) Real Estate Account Putnam Variable Trust: Small Cap Account Global Asset Allocation Fund Small Cap Growth Account Vista Fund Small Cap Value Account Voyager Fund Utilities Account <FN> (1) Additional investment option available to contractholders as of May 1, 1999. (2) Additional investment option available to contractholders as of May 19, 2001. (3) Organized by Principal Life Insurance Company. </FN> 1. Investment and Accounting Policies (continued) Investments are stated at the closing net asset values per share on December 31, 2001. 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. The Separate Account supports the following variable life insurance contracts of Principal Life: Flex Variable Life Contracts, PrinFlex Life Contracts, Survivorship Variable Universal Life Insurance Contracts, and Variable Universal Life Accumulator Contracts. Use of Estimates in the Preparation of Financial Statements The preparation of the Separate Account'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. Change in Presentation The Separate Account has presented the 2001 financial information in accordance with the AIPCA Audit and Accounting Guide for Investment Companies (Audit Guide), which was effective January 1, 2001. As permitted by the Audit Guide, the 2000 and 1999 financial information has not been reclassified. 2. Expenses and Related Party Transactions Principal Life is compensated for the following expenses and charges: Flex Variable Life Contracts - Mortality and expense risks assumed by Principal Life are compensated for by a charge equivalent to an annual rate of .75% of the asset value of each policy. An annual administration charge of $57 for each policy and a cost of insurance charge, which is based on the Company's expected future mortality experience, is deducted as compensation for administrative and insurance expenses, respectively. The mortality and expense risk, annual administration, and insurance charges amounted to $207,666, $140,787 and $1,800,848, respectively in 2001; $214,797, $155,185, and $1,828,386, respectively, in 2000; and $214,984, $174,324, and $1,994,681, respectively, in 1999. A sales charge of 5.0% and a tax charge of 2.0% 2. Expenses and Related Party Transactions (continued) is deducted from each payment made on behalf of each participant. The sales and tax charge is deducted from the payments by Principal Life prior to their transfer to the Separate Account. In addition, a surrender charge up to a maximum of 25% of the minimum first year premium may be imposed upon total surrender or termination of a policy for insufficient value. PrinFlex Life Contracts - Mortality and expense risks assumed by Principal Life are compensated for by a charge equivalent to an annual rate of .90% of the asset value of each policy. A monthly administration charge of $.40 for each $1,000 of policy face amount will be deducted from policies in their first year. After the first policy year, the monthly administration charge is $6.00 per month. A cost of insurance charge, which is based on the Company's expected future mortality experience, is also deducted as compensation for insurance charges. The mortality and expense risk, administration, and insurance charges amounted to $2,604,232, $2,775,046 and $28,079,777, respectively in 2001; $2,074,990, $2,378,313, and $21,498,565, respectively, in 2000; and $1,148,956, $1,744,117 and $14,262,467, respectively, in 1999. A sales charge of 2.75% of premiums less than or equal to target premium and .75% of premiums in excess of target is deducted from each payment on behalf of each participant. A tax charge of 2.2% for state and local taxes and 1.25% for federal taxes is also deducted from each payment on behalf of each participant. The sales and tax charge is deducted from contributions by Principal Life prior to their transfer to the Separate Account. Survivorship Variable Universal Life Insurance Contracts (beginning in 1999) - Mortality and expenses risk assumed by Principal Life are compensated for by a charge equivalent to an annual rate of .80% of the asset value of each policy. A monthly administration charge of $8.00 is deducted from policies. There is an additional monthly administration charge in the first ten years (and ten years after an increase in the face amount) of $.07 per $1,000 of face amount. The charge of $.07 is increased by $.005 per $1,000 for each insurer classified as a smoker. A cost of insurance charge, which is based on the Company's expected future mortality experience, is also deducted as compensation for insurance charges. The mortality expense risk, administration and insurance charges amounted to $124,485, $630,309 and $695,936, respectively in 2001; $58,307, $357,210 and $313,385, respectively, in 2000; and $3,970, $30,083 and $26,149, respectively, in 1999. A sales charge of 5.0% of premiums less than or equal to target premium and 2.0% of premiums in excess of target is deducted from each payment on behalf of each participant. A tax charge of 2. Expenses and Related Party Transactions (continued) 2.2% for state and local taxes and 1.25% for federal taxes is deducted from each payment on behalf of each participant. The sale and tax charge is deducted from contributions by Principal Life prior to their transfer to the Separate Account. Variable Universal Life Accumulator Contracts (beginning in 2001) - Mortality and expenses risk assumed by Principal Life are compensated for by a charge equivalent to an annual rate of .70% of the asset value of each policy. The current monthly administrative charge is $25.00 per month during the first policy year. After the first policy year, the administrative charge is $10.00 per month. A cost of insurance charge, which is based on the Company's expected future mortality experience, is deducted as compensation for insurance charges. The mortality expense risk, administration, and insurance charges amounted to: $156, $4,700 and $18,792, respectively, in 2001. A sales charge of 3.00% of premiums paid is deducted from each payment on behalf of each participant. A tax charge of 2.2% for state and local taxes and 1.25% for federal taxes is deducted from each payment on behalf of each participant. The sales and tax charge is deducted from contributions by Principal Life prior to their transfer to the Separate Account. In addition, during the year ended December 31, 2001, management fees were paid indirectly to Principal Management Corporation (wholly owned by Princor Financial Services Corporation, a subsidiary of Principal Financial Services, Inc.), an affiliate of Principal Life Insurance Company, in its capacity as advisor to Principal Variable Contracts Fund, Inc. Investment advisory and management fees are computed at the annual rate of .35% of the average daily net assets of the Large Cap Stock Index Account and 1.00% of the average daily net assets of the MidCap Growth Equity Account. 2. Expenses and Related Party Transactions (continued) The investment advisory and management fees for certain Accounts of the Principal Variable Contracts Fund, Inc. are based on an annual rate of the average daily net assets, which decreases by .05% for each $100 million increase in net asset value above the initial $100 million of net assets for each Account, with the final decrease in the annual rate occurring when net assets exceed $400 million. This rate structure applies to the Accounts in the following table, which discloses the fee range for each Account from the first $100 million of net asset value to net asset values of over $400 million. Account Fee Range -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Bond, Government Securities, Money Market 0.50% - 0.30% Balanced, High Yield, Utilities 0.60 - 0.40 MidCap 0.65 - 0.45 Asset Allocation, Equity Growth 0.80 - 0.60 SmallCap 0.85 - 0.65 MidCap Growth, Real Estate 0.90 - 0.70 MicroCap, SmallCap Growth 1.00 - 0.80 SmallCap Value 1.10 - 0.90 International SmallCap 1.20 - 1.00 The investment advisory and management fees for certain Accounts of the Principal Variable Contracts Fund, Inc. are based on an annual rate of the average daily net assets, which decreases by .05% for each $250 million increase in net asset value above the initial $250 million of net assets for each Account, with the final decrease in the annual rate occurring when net assets exceed $1 billion. This rate structure applies to the Accounts in the following table, which discloses the fee range for each Account from the first $250 million of net asset value to net asset values of over $1 billion: Account Fee Range -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Capital Value, Growth 0.60% - 0.40% International 0.85 - 0.65 MidCap Value 1.05 - 0.85 LargeCap Growth 1.10 - 0.90 3. Federal Income Taxes The operations of the Separate Account 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 the Separate Account. 4. Purchases and Sales of Investments The aggregate cost of purchases and proceeds from sales of investments were as follows for the year ended December 31, 2001: Division Purchase Sales -------------------------------------------------------------------------------------------------------- AIM V.I. Growth: Flex Variable Life $ - $ - PrinFlex Life 181,788 9,893 Survivorship Variable Universal Life 3,791 101 Variable Universal Life Accumulator 166 18 AIM V.I. Growth and Income: Flex Variable Life 11,966 183 PrinFlex Life 99,514 8,346 Survivorship Variable Universal Life 6,571 186 Variable Universal Life Accumulator - - AIM V.I. Value: Flex Variable Life 8,199 48 PrinFlex Life 447,939 29,865 Survivorship Variable Universal Life 12,523 1,087 Variable Universal Life Accumulator 204 - American Century VP Income & Growth: Flex Variable Life 818 120 PrinFlex Life 332,526 16,714 Survivorship Variable Universal Life 2,500 - Variable Universal Life Accumulator 15 - American Century UP Ultra: Flex Variable Life 1,019 35 PrinFlex Life 302,955 111,786 Survivorship Variable Universal Life 2,785 32 Variable Universal Life Accumulator 3,519 77 4. Purchases and Sales of Investments (continued) Division Purchase Sales -------------------------------------------------------------------------------------------------------- Asset Allocation: Flex Variable Life $ 1,076 $ 28 PrinFlex Life 8,749,180 4,415,917 Survivorship Variable Universal Life 316,509 48,094 Variable Universal Life Accumulator 1,511 14 Balanced: Flex Variable Life 584,462 563,464 PrinFlex Life 4,549,703 2,286,883 Survivorship Variable Universal Life 240,473 29,910 Variable Universal Life Accumulator 20,165 - Bond: Flex Variable Life 891,171 463,567 PrinFlex Life 9,669,270 4,669,534 Survivorship Variable Universal Life 297,568 36,355 Variable Universal Life Accumulator 5,134 60 Capital Value: Flex Variable Life 962,395 1,454,197 PrinFlex Life 10,373,072 6,159,323 Survivorship Variable Universal Life 301,072 37,995 Variable Universal Life Accumulator 340 40 Dreyfus Founders Discovery: Flex Variable Life - - PrinFlex Life 226,953 73,901 Survivorship Variable Universal Life - - Variable Universal Life Accumulator 1,045 11 Equity Growth: Flex Variable Life 12,324 740 PrinFlex Life 28,607,950 14,572,866 Survivorship Variable Universal Life 1,089,957 205,839 Variable Universal Life Accumulator 2,608 58 4. Purchases and Sales of Investments (continued) Division Purchase Sales -------------------------------------------------------------------------------------------------------- Fidelity VIP II Contrafund: Flex Variable Life $ 7,833 $ 141 PrinFlex Life 21,970,812 10,905,358 Survivorship Variable Universal Life 768,649 215,746 Variable Universal Life Accumulator 1,047 50 Fidelity VIP Equity-Income: Flex Variable Life 23,364 446 PrinFlex Life 9,941,107 4,444,260 Survivorship Variable Universal Life 796,520 113,029 Variable Universal Life Accumulator 3,733 49 Fidelity VIP High Income: Flex Variable Life 1,530 223 PrinFlex Life 2,639,867 1,113,314 Survivorship Variable Universal Life 75,052 10,827 Variable Universal Life Accumulator - - Government Securities: Flex Variable Life 33,565 285 PrinFlex Life 5,780,469 1,962,067 Survivorship Variable Universal Life 3,012,830 30,343 Variable Universal Life Accumulator 26,231 83 Growth: Flex Variable Life - - PrinFlex Life 7,791,723 3,600,883 Survivorship Variable Universal Life 470,940 88,322 Variable Universal Life Accumulator 249 27 High Yield: Flex Variable Life 439,263 178,863 4. Purchases and Sales of Investments (continued) Division Purchase Sales -------------------------------------------------------------------------------------------------------- International: Flex Variable Life $ 1,101 $ 92 PrinFlex Life 9,061,858 4,353,459 Survivorship Variable Universal Life 519,735 93,066 Variable Universal Life Accumulator 6,861 84 International SmallCap: Flex Variable Life - - PrinFlex Life 15,673,596 13,599,060 Survivorship Variable Universal Life 309,444 71,576 Variable Universal Life Accumulator 2,858 32 INVESCO VIF Dynamics: Flex Variable Life - - PrinFlex Life 78,781 27,677 Survivorship Variable Universal Life - - Variable Universal Life Accumulator - - INVESCO VIF Health Sciences: Flex Variable Life - - PrinFlex Life 411,934 57,782 Survivorship Variable Universal Life 9,064 280 Variable Universal Life Accumulator 1,246 8 INVESCO VIF Small Company Growth: Flex Variable Life 184 104 PrinFlex Life 61,559 4,487 Survivorship Variable Universal Life 1,000 - Variable Universal Life Accumulator - - INVESCO VIF Technology: Flex Variable Life 14,668 612 PrinFlex Life 128,731 14,030 Survivorship Variable Universal Life 4,099 172 Variable Universal Life Accumulator 249 27 4. Purchases and Sales of Investments (continued) Division Purchase Sales -------------------------------------------------------------------------------------------------------- Janus Aspen Aggressive Growth: Flex Variable Life $ 18,723 $ 499 PrinFlex Life 483,725 72,149 Survivorship Variable Universal Life 1,997 104 Variable Universal Life Accumulator 1,780 46 LargeCap Growth: 6,312 321 Flex Variable Life 186,833 43,543 PrinFlex Life 2,585 32 Survivorship Variable Universal Life 626 12 Variable Universal Life Accumulator LargeCap Stock Index: Flex Variable Life 74,973 3,459 PrinFlex Life 8,701,985 3,015,009 Survivorship Variable Universal Life 1,385,935 347,249 Variable Universal Life Accumulator 10,196 123 MicroCap: Flex Variable Life 8,028 189 PrinFlex Life 898,731 323,406 Survivorship Variable Universal Life 22,645 23,748 Variable Universal Life Accumulator 5,716 - MidCap: Flex Variable Life 2,539,332 2,869,905 PrinFlex Life 10,476,550 5,953,152 Survivorship Variable Universal Life 351,846 40,900 Variable Universal Life Accumulator 858 7 MidCap Growth: Flex Variable Life - - PrinFlex Life 2,344,286 940,766 Survivorship Variable Universal Life 136,238 13,286 Variable Universal Life Accumulator 3,520 49 4. Purchases and Sales of Investments (continued) Division Purchase Sales -------------------------------------------------------------------------------------------------------- MidCap Growth Equity: Flex Variable Life Division $ - $ - PrinFlex Life 188,735 57,335 Survivorship Variable Universal Life 1,518 28 Variable Universal Life Accumulator - - MidCap Value: Flex Variable Life 2,624 88 PrinFlex Life 347,735 36,925 Survivorship Variable Universal Life 11,175 200 Variable Universal Life Accumulator 5,795 - Money Market: Flex Variable Life 280,099 150,744 PrinFlex Life 70,352,926 61,028,068 Survivorship Variable Universal Life 8,752,121 7,153,955 Variable Universal Life Accumulator 740,162 137,033 Putnam VT Global Asset Allocation: Flex Variable Life 8,886 114 PrinFlex Life 941,900 299,972 Survivorship Variable Universal Life 107,809 32,552 Variable Universal Life Accumulator - - Putnam VT Vista: Flex Variable Life 71 6 PrinFlex Life 6,597,467 2,581,003 Survivorship Variable Universal Life 438,798 127,282 Variable Universal Life Accumulator 41 7 Putnam VT Voyager: Flex Variable Life 24,064 435 PrinFlex Life 16,664,355 5,495,619 Survivorship Variable Universal Life 1,599,890 231,952 Variable Universal Life Accumulator 1,464 15 4. Purchases and Sales of Investments (continued) Division Purchase Sales -------------------------------------------------------------------------------------------------------- Real Estate: Flex Variable Life $ 7,019 $ 211 PrinFlex Life 3,001,367 1,162,890 Survivorship Variable Universal Life 436,442 114,013 Variable Universal Life Accumulator - - SmallCap: Flex Variable Life 5,700 38 PrinFlex Life 2,238,616 761,458 Survivorship Variable Universal Life 178,366 30,439 Variable Universal Life Accumulator 4 - SmallCap Growth: Flex Variable Life 3,759 64 PrinFlex Life 7,825,412 3,132,072 Survivorship Variable Universal Life 449,761 166,767 Variable Universal Life Accumulator 2,153 39 SmallCap Value: Flex Variable Life 5,257 367 PrinFlex Life 5,353,879 1,761,741 Survivorship Variable Universal Life 231,003 21,805 Variable Universal Life Accumulator 5,731 - Utilities: Flex Variable Life 6,897 208 PrinFlex Life 1,894,755 692,679 Survivorship Variable Universal Life 151,705 26,991 Variable Universal Life Accumulator - - 5. Changes in Units Outstanding Transactions in units were as follows for each of the years ended December 31: 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ AIM V.I. Growth: Flex Variable Life - - - - - - PrinFlex Life 21,124 1,179 - - - - Survivorship Variable Universal Life 467 12 - - - - Variable Universal Life Accumulator 20 3 - - - - AIM V.I. Growth & Income: Flex Variable Life 1,419 21 - - - - PrinFlex Life 11,676 1,031 - - - - Survivorship Variable Universal Life 803 22 - - - - Variable Universal Life Accumulator - - - - - - AIM V.I. Value: Flex Variable Life 912 4 - - - - PrinFlex Life 49,434 3,478 - - - - Survivorship Variable Universal Life 1,363 125 - - - - Variable Universal Life Accumulator 23 - - - - - American Century VP Income & Growth: Flex Variable Life 92 14 - - - - PrinFlex Life 37,354 1,935 - - - - Survivorship Variable Universal Life 266 - - - - - Variable Universal Life Accumulator 2 - - - - - American Century VP Ultra: Flex Variable Life 105 3 - - - - PrinFlex Life 31,751 11,551 - - - - Survivorship Variable Universal Life 304 3 - - - - Variable Universal Life Accumulator 388 8 - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ Asset Allocation: Flex Variable Life 112 3 - - - - PrinFlex Life 571,494 292,702 191,564 58,310 970,302 331,686 Survivorship Variable Universal Life 27,445 4,395 29,144 1,695 7,867 732 Variable Universal Life Accumulator 102 1 - - - - Balanced: Flex Variable Life 15,028 18,996 22,620 29,829 32,343 31,633 PrinFlex Life 336,029 183,846 264,429 281,698 385,145 225,867 Survivorship Variable Universal Life 24,294 3,182 15,115 1,252 8,197 155 Variable Universal Life Accumulator 1,635 - - - - - Bond: Flex Variable Life 29,174 17,360 31,163 43,557 21,722 24,329 PrinFlex Life 692,888 356,162 327,188 160,197 385,603 139,681 Survivorship Variable Universal Life 24,469 3,160 13,731 1,432 4,133 72 Variable Universal Life Accumulator 384 5 - - - - Capital Value: Flex Variable Life 24,669 41,690 41,792 65,294 58,379 44,706 PrinFlex Life 766,251 474,114 772,832 752,345 865,446 424,784 Survivorship Variable Universal Life 33,165 4,339 14,484 3,713 5,115 822 Variable Universal Life Accumulator 27 3 - - - - Dreyfus Founders Discovery: Flex Variable Life - - - - - - PrinFlex Life 26,123 8,811 - - - - Survivorship Variable Universal Life - - - - - - Variable Universal Life Accumulator 118 1 - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ Equity Growth: Flex Variable Life 1,366 81 - - - - PrinFlex Life 1,606,308 916,948 1,361,577 501,754 970,302 331,686 Survivorship Variable Universal Life 103,844 21,544 112,002 7,441 7,867 732 Variable Universal Life Accumulator 168 4 - - - - Fidelity VIP II Contrafund: Flex Variable Life 868 15 - - - - PrinFlex Life 1,269,025 670,721 1,144,457 374,650 784,899 194,124 Survivorship Variable Universal Life 76,449 23,010 111,833 10,478 14,058 340 Variable Universal Life Accumulator 66 3 - - - - Fidelity VIP Equity-Income: Flex Variable Life 2,580 45 - - - - PrinFlex Life 598,407 295,131 458,716 269,431 442,641 161,414 Survivorship Variable Universal Life 76,070 11,289 46,772 6,219 6,673 65 Variable Universal Life Accumulator 252 3 - - - - Fidelity VIP High Income: Flex Variable Life 158 24 - - - - PrinFlex Life 268,871 126,585 124,178 63,941 86,113 51,793 Survivorship Variable Universal Life 8,447 1,460 7,470 422 - - Variable Universal Life Accumulator - - - - - - Government Securities: Flex Variable Life 3,300 16 - - - - PrinFlex Life 402,534 141,110 148,727 160,947 194,406 209,054 Survivorship Variable Universal Life 253,638 2,548 9,169 1,998 6,834 3,590 Variable Universal Life Accumulator 1,857 6 - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ Growth: Flex Variable Life - - - - - - PrinFlex Life 636,276 295,066 523,375 228,808 454,302 154,162 Survivorship Variable Universal Life 60,549 11,196 60,111 3,602 4,616 84 Variable Universal Life Accumulator 22 3 - - - - High Yield: Flex Variable Life 12,329 7,914 14,246 13,471 20,298 48,184 International: Flex Variable Life 121 10 - - - - PrinFlex Life 788,752 384,790 656,461 304,424 492,014 272,765 Survivorship Variable Universal Life 57,515 10,739 37,625 4,291 3,556 36 Variable Universal Life Accumulator 664 8 - - - - International SmallCap: Flex Variable Life - - - - - - PrinFlex Life 1,205,683 1,043,675 562,111 262,440 95,274 19,712 Survivorship Variable Universal Life 27,658 6,650 41,607 1,523 1,484 17 Variable Universal Life Accumulator 239 3 - - - - INVESCO VIF Dynamics: Flex Variable Life - - - - - - PrinFlex Life 10,124 3,537 - - - - Survivorship Variable Universal Life - - - - - - Variable Universal Life Accumulator - - - - - - INVESCO VIF Health Sciences: Flex Variable Life - - - - - - PrinFlex Life 42,128 5,964 - - - - Survivorship Variable Universal Life 942 29 - - - - Variable Universal Life Accumulator 125 1 - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ INVESCO VIF Small Company Growth: Flex Variable Life 23 13 - - - - PrinFlex Life 7,880 570 - - - - Survivorship Variable Universal Life 112 - - - - - Variable Universal Life - - - - - - Accumulator INVESCO VIF Technology: Flex Variable Life 2,315 85 - - - - PrinFlex Life 18,541 2,094 - - - - Survivorship Variable Universal Life 631 26 - - - - Variable Universal Life Accumulator 35 3 - - - - Janus Aspen Aggressive Growth: Flex Variable Life 2,122 58 - - - - PrinFlex Life 60,330 9,545 - - - - Survivorship Variable Universal Life 256 14 - - - - Variable Universal Life Accumulator 236 6 - - - - LargeCap Growth: Flex Variable Life 815 39 - - - - PrinFlex Life 23,742 5,442 - - - - Survivorship Variable Universal Life 316 4 - - - - Variable Universal Life Accumulator 79 2 - - - - LargeCap Stock Index: Flex Variable Life 8,868 383 - - - - PrinFlex Life 948,390 333,375 665,489 109,385 621,329 17,000 Survivorship Variable Universal Life 151,938 37,804 75,861 8,957 2,600 72 Variable Universal Life Accumulator 1,147 14 - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ MicroCap: Flex Variable Life 858 20 - - - - PrinFlex Life 101,620 36,427 126,312 85,693 42,361 7,556 Survivorship Variable Universal Life 2,279 2,423 39,160 698 2,583 5 Variable Universal Life Accumulator 619 - - - - - MidCap: Flex Variable Life 42,188 55,915 70,463 70,319 69,891 78,806 PrinFlex Life 633,135 389,369 547,143 405,940 669,400 492,907 Survivorship Variable Universal Life 28,400 3,414 7,081 426 232 4 Variable Universal Life Accumulator 55 - - - - - MidCap Growth: Flex Variable Life - - - - - - PrinFlex Life 233,985 98,460 150,366 42,392 90,323 32,058 Survivorship Variable Universal Life 14,588 1,375 7,683 423 236 15 Variable Universal Life Accumulator 367 5 - - - - MidCap Growth Equity: Flex Variable Life - - - - - - PrinFlex Life 22,461 7,472 - - - - Survivorship Variable Universal Life 169 3 - - - - Variable Universal Life Accumulator - - - - - - MidCap Value: Flex Variable Life 262 8 - - - - PrinFlex Life 36,760 4,055 - - - - Survivorship Variable Universal Life 1,148 22 - - - - Variable Universal Life Accumulator 601 - - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ Money Market: Flex Variable Life 14,184 8,029 38,771 48,920 22,657 8,313 PrinFlex Life 5,548,067 4,869,243 5,179,115 4,831,329 3,259,754 2,946,933 Survivorship Variable Universal Life 782,891 643,912 1,028,494 1,133,955 339,308 155,990 Variable Universal Life Accumulator 58,166 10,768 - - - - Putnam VT Global Asset Allocation: Flex Variable Life 1,006 11 - - - - PrinFlex Life 81,387 29,967 66,847 22,152 37,942 12,194 Survivorship Variable Universal Life 9,279 3,485 7,668 2,529 3,901 14 Variable Universal Life Accumulator - - - - - - Putnam VT Vista: Flex Variable Life 10 1 - - - - PrinFlex Life 506,114 226,945 316,101 44,910 52,210 8,751 Survivorship Variable Universal Life 41,959 13,555 20,759 4,233 782 6 Variable Universal Life Accumulator 4 1 - - - - Putnam VT Voyager: Flex Variable Life 2,665 45 - - - - PrinFlex Life 1,064,737 469,444 969,010 243,104 505,025 86,311 Survivorship Variable Universal Life 129,924 23,448 124,973 8,740 10,457 124 Variable Universal Life Accumulator 132 2 - - - - Real Estate: Flex Variable Life 635 18 - - - - PrinFlex Life 244,749 97,325 80,043 25,478 6,892 2,042 Survivorship Variable Universal Life 32,478 8,899 25,948 4,779 - - Variable Universal Life Accumulator - - - - - - 5. Changes in Units Outstanding (continued) 2001 2000 1999 ------------------------- ------------------------------------------------ ------------------------- ------------------------------------------------ Division Purchased Redeemed Purchased Redeemed Purchased Redeemed -------------------------------------------------------- ------------------------------------------------ SmallCap: Flex Variable Life 641 3 - - - - PrinFlex Life 222,658 76,745 157,023 67,657 82,373 19,001 Survivorship Variable Universal Life 16,892 2,913 8,321 500 997 11 Variable Universal Life Accumulator 1 - - - - - SmallCap Growth: Flex Variable Life 544 8 - - - - PrinFlex Life 590,984 240,527 418,484 78,202 105,937 19,878 Survivorship Variable Universal Life 43,255 16,757 54,220 4,910 1,414 10 Variable Universal Life Accumulator 183 3 - - - - SmallCap Value: Flex Variable Life 512 36 - - - - PrinFlex Life 390,303 133,997 197,188 125,832 50,737 11,295 Survivorship Variable Universal Life 15,281 1,620 5,708 1,951 3,695 8 Variable Universal Life Accumulator 421 - - - - - Utilities: Flex Variable Life 764 25 - - - - PrinFlex Life 149,552 56,519 100,607 46,955 39,617 7,891 Survivorship Variable Universal Life 14,644 2,646 11,059 1,210 1,571 5 Variable Universal Life Accumulator - - - - - - 6. Financial Highlights Principal Life sells a number of variable life insurance products, which have unique combinations of features and fees that are charged against the contract owner's account balance. Differences in the fee structures result in a variety of unit values, expense ratios, and total returns. Effective with these 2001 annual financial statements, the Separate Account has presented the following disclosures required by AICPA Audit and Accounting Guide for Investment Companies. The following table was developed by determining which products offered by Principal Life have the lowest and highest total return. Only product designs within each subaccount that had units outstanding during the respective periods were considered when determining the lowest and highest total return. The summary may not reflect the minimum and maximum contract charges offered by the Company as contract owners may not have selected all available and applicable contract options as discussed in Note 2. December 31, 2001 For the Year Ended December 31, 2001 --------------------------------------------------------------------------------------- Unit Fair Expense Total Value Net Investment Ratio (2) Lowest Return (3) Units Lowest to Highest Assets Income to Highest Lowest to Division (000's) (000's) Ratio (1) Highest -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- AIM V.I. Growth (4) 20 $8.56 to $8.56 $ 175 0.80% 0.70% to 0.90% (26.85)% to 14.22% AIM V.I. Growth & Income (4) 13 8.35 to 8.39 107 0.17 0.75 to 0.90 (32.24) to (31.58) AIM V.I. Value (4) 48 8.82 to 8.86 426 0.37 0.70 to 0.90 (22.82) to 0.99 American Century VP Income & Growth (4) 36 8.99 to 9.03 323 - 0.70 to 0.90 (19.39) to 12.75 American Century VP Ultra (4) 21 9.15 to 9.19 193 - 0.70 to 0.90 (17.09) to 18.56 Asset Allocation 675 9.59 to 14.66 9,650 2.57 0.70 to 0.90 (8.33) to (3.94) Balanced 927 9.26 to 27.66 13,101 3.00 0.70 to 0.90 (8.12) to (6.97) Bond 1,036 11.72 to 26.63 14,909 5.74 0.70 to 0.90 (8.64) to 8.14 Capital Value 2,002 8.63 to 33.33 29,595 1.25 0.70 to 0.90 (8.75) to 26.32 6. Financial Highlights (continued) December 31, 2001 For the Year Ended December 31, 2001 --------------------------------------------------------------------------------------- Unit Fair Expense Total Value Net Investment Ratio (2) Lowest Return (3) Units Lowest to Highest Assets Income to Highest Lowest to Division (000's) (000's) Ratio (1) Highest -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Dreyfus Founders Discovery (4) 17 $8.89 to $8.89 $ 155 -% 0.70% to 0.90% (23.53)% to 85.87% Equity Growth 3,349 8.97 to 15.46 50,584 0.09 0.70 to 0.90 (20.92) to (10.68) Fidelity VIP II Contrafund 2,638 9.31 to 16.03 41,155 0.71 0.70 to 0.90 (12.63) to 32.45 Fidelity VIP Equity-Income 1,247 9.13 to 15.00 18,130 1.48 0.70 to 0.90 (15.90) to 18.54 Fidelity VIP High Income 348 6.89 to 8.96 2,818 9.20 0.75 to 0.90 (17.81) to (11.72) Government Securities 777 10.44 to 14.14 10,466 3.22 0.70 to 0.90 (3.19) to 7.63 Growth 1,370 7.31 to 11.48 15,259 - 0.70 to 0.90 (25.50) to (15.95) High Yield 83 20.52 1,711 10.44 0.75 0.12 International 1,707 8.03 to 10.54 17,773 0.14 0.70 to 0.90 (26.71) to 14.47 International SmallCap 635 10.32 to 12.14 7,598 - 0.70 to 0.90 (21.87) to 40.51 INVESCO VIF Dynamics (4) 7 8.05 53 - 0.90 (39.39) INVESCO VIF Health Sciences (4) 37 9.93 to 9.93 369 - 0.70 to 0.90 (23.80) to (4.72) INVESCO VIF Small Company Growth (4) 7 8.47 to 8.51 63 - 0.75 to 0.90 (30.61) to (29.95) INVESCO VIF Technology(4) 19 7.09 to 7.13 138 - 0.70 to 0.90 (57.69) to (18.96) 6. Financial Highlights (continued) December 31, 2001 For the Year Ended December 31, 2001 --------------------------------------------------------------------------------------- Unit Fair Expense Total Value Net Investment Ratio (2) Lowest Return (3) Units Lowest to Highest Assets Income to Highest Lowest to Division (000's) (000's) Ratio (1) Highest -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Janus Aspen Aggressive Growth (4) 53 $7.53 to $7.57 $ 403 -% 0.70% to 0.90% (47.29)% to 18.71% LargeCap Growth (4) 19 7.91 to 7.94 155 - 0.70 to 0.90 (38.95) to (10.11) LargeCap Stock Index 1,969 8.77 to 8.91 17,278 1.07 0.70 to 0.90 (21.12) to (2.35) MicroCap 201 9.24 to 10.41 1,908 - 0.70% to 0.90 (8.10) to 92.94 MidCap 1,973 12.32 to 50.06 39,444 0.78 0.70 to 0.90 (4.43) to 44.28 MidCap Growth 355 9.65 to 9.76 3,432 - 0.70 to 0.90 (16.95) to 61.44 MidCap Growth Equity(4) 15 8.23 to 8.23 125 - 0.80 to 0.90 (36.70) MidCap Value (4) 35 9.60 to 9.65 335 0.30 0.70 to 0.90 (9.05) to 64.14 Money Market 2,360 11.25 to 18.52 29,911 3.69 0.70 to 0.90 2.67 to 4.11 Putnam VT Global Asset Allocation 145 9.34 to 10.01 1,443 0.94 0.75 to 0.90 (13.07) to (8.47) Putnam VT Vista 651 8.06 to 10.22 6,598 - 0.70 to 0.90 (39.17) to 40.64 Putnam VT Voyager 2,059 8.44 to 11.10 22,401 - 0.70 to 0.90 (29.99) to (3.76) Real Estate 256 10.95 to 13.70 3,295 5.02 0.75 to 0.90 8.77 to 15.39 SmallCap 353 9.47 to 10.81 3,682 - 0.70 to 0.90 (13.05) to 89.62 SmallCap Growth 875 7.61 to 11.76 10,098 - 0.70 to 0.90 (45.56) to 55.16 SmallCap Value 406 9.82 to 14.58 5,542 1.05 0.70 to 0.90 (4.64) to 79.34 Utilities 207 7.25 to 10.19 2,061 2.95 0.70 to 0.90 (48.04) to (27.69) <FN> (1) These amounts represent the dividends, excluding distributions of capital gains, received by the division from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the division is affected by the timing of the declaration of dividends by the underlying fund in which the divisions invest. (2) These ratios represent the annualized contract expenses of the separate account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded. (3) These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Investment options with a date notation indicate the effective date of that investment option in the variable account. The total return is calculated for the period indicated or from the effective date through the end of the reporting period. (4) Commencement of operations, May 19, 2001. Investment income ratio and expense ratio have been annualized. </FN> CONSOLIDATED FINANCIAL STATEMENTS Principal Life Insurance Company Years Ended December 31, 2001, 2000, and 1999 Report of Independent Auditors The Board of Directors and Stockholder Principal Life Insurance Company We have audited the accompanying consolidated statements of financial position of Principal Life Insurance Company (the Company, an indirect wholly-owned subsidiary of Principal Financial Group, Inc.) as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholder's equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. 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. 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 consolidated financial position of Principal Life Insurance Company at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for derivative instruments and hedging activities in response to a new accounting standard that became effective January 1, 2001. Des Moines, Iowa February 1, 2002 Principal Life Insurance Company Consolidated Statements of Financial Position December 31, 2001 2000 -------------- ------------------ (in millions, except per share data) Assets Fixed maturities, available-for-sale......... $29,007.4 $26,142.1 Fixed maturities, trading.................... 17.8 - Equity securities, available-for-sale........ 798.7 710.3 Mortgage loans............................... 10,884.6 11,325.8 Real estate.................................. 950.5 1,391.7 Policy loans................................. 831.9 803.6 Other investments............................ 615.5 532.8 -------------- ------------------ Total investments......................... 43,106.4 40,906.3 Cash and cash equivalents.................... 1,077.7 1,842.1 Accrued investment income.................... 593.5 530.4 Premiums due and other receivables........... 468.3 401.8 Deferred policy acquisition costs............ 1,322.3 1,333.3 Property and equipment....................... 480.6 471.2 Goodwill and other intangibles............... 72.2 94.1 Mortgage loan servicing rights............... 1,778.5 1,084.4 Separate account assets...................... 34,028.9 33,180.4 Other assets................................. 642.2 558.9 -------------- ------------------ -------------- ------------------ Total assets.............................. $83,570.6 $80,402.9 ============== ================== ============== ================== Liabilities Contractholder funds......................... $24,664.6 $24,300.2 Future policy benefits and claims............ 13,011.7 12,579.6 Other policyholder funds..................... 576.6 597.4 Short-term debt.............................. 1,378.4 1,339.9 Long-term debt............................... 617.6 672.3 Income taxes currently payable............... - 124.5 Deferred income taxes........................ 782.7 399.0 Separate account liabilities................. 34,028.9 33,180.4 Other liabilities............................ 3,167.9 1,909.4 -------------- ------------------ -------------- ------------------ Total liabilities......................... 78,228.4 75,102.7 Stockholder's equity Common stock, par value $.01 per share - 5.0 million shares authorized, 2.5 million shares issued and outstanding (wholly owned indirectly by Principal Financial Group, Inc.). 2.5 2.5 Additional paid-in capital................... 5,004.6 21.0 Retained earnings (deficit).................. (26.6) 5,188.6 Accumulated other comprehensive income....... 368.4 88.1 Treasury stock, at cost (363.7 thousand shares of Principal Financial Group, Inc. common stock)....... (6.7) - -------------- ------------------ Total stockholder's equity................... 5,342.2 5,300.2 -------------- ------------------ -------------- ------------------ Total liabilities and stockholder's equity.......................... $83,570.6 $80,402.9 ============== ================== See accompanying notes. Principal Life Insurance Company Consolidated Statements of Operations For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ------------------ (in millions) Revenues Premiums and other considerations............... $3,795.7 $3,929.3 $3,937.6 Fees and other revenues......................... 1,502.3 1,214.5 1,126.0 Net investment income........................... 3,210.7 3,115.5 3,045.8 Net realized capital gains (losses)............. (492.7) 151.8 456.6 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total revenues.................................. 8,016.0 8,411.1 8,566.0 Expenses Benefits, claims, and settlement expenses....... 5,092.4 5,147.1 5,260.9 Dividends to policyholders...................... 313.7 312.7 304.6 Operating expenses.............................. 2,139.7 2,060.9 1,867.3 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total expenses.................................. 7,545.8 7,520.7 7,432.8 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Income before income taxes and cumulative effect of accounting change.................. 470.2 890.4 1,133.2 Income taxes.................................... 92.4 248.8 323.5 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Income before cumulative effect of accounting 377.8 641.6 809.7 change....................................... Cumulative effect of accounting change, net of related income taxes......................... (10.7) - - ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Net income...................................... $ 367.1 $ 641.6 $ 809.7 ================== ================== ================== See accompanying notes. Principal Life Insurance Company Consolidated Statements of Stockholder's Equity Accumulated Additional Retained other Total Common paid-in earnings comprehensive Treasury stockholder's stock capital (deficit) income (loss) stock equity ----------- ------------- ----------- ------------------ ------------ ---------------- (in millions) Balances at January 1, 1999.......... $2.5 $ - $4,749.9 $ 717.0 $ - $5,469.4 Dividends to parent.................. - - (449.0) - - (449.0) Comprehensive loss: - - Net income........................ - - 809.7 - - 809.7 Net unrealized gains (losses)..... - - - (1,301.2) - (1,301.2) Provision for deferred income tax benefit..................... - - - 453.2 - 453.2 Foreign currency translation adjustment...................... - - - (31.1) - (31.1) ----------- ----------- Comprehensive loss................... (69.4) ------- ------------- -------- -------------- ---------- ----------- Balances at December 31, 1999........ 2.5 - 5,110.6 (162.1) - 4,951.0 Reclassification of retained earnings ) to additional paid-in capital..... - 21.0 (21.0 - - - Dividends to parent.................. - - (542.6) - - (542.6) Comprehensive income: Net income........................ - - 641.6 - - 641.6 Net unrealized gains (losses)..... - - - 344.6 - 344.6 Provision for deferred income taxes........................... - - - (121.4) - (121.4) Foreign currency translation adjustment...................... - - - 27.0 - 27.0 ----------- ----------- Comprehensive income................. 891.8 -------- ------------- ----------- ------------------ ------------ ----------- Balances at December 31, 2000........ 2.5 21.0 5,188.6 88.1 - 5,300.2 Contributions and distributions in connection with Principal Mutual Holding Company's demutualization transaction....... - 4,976.9 (4,937.3) - - 39.6 Principal Financial Group, Inc. shares held in rabbi trusts....... - 6.7 - - (6.7) - Dividends to parent.................. - - (645.0) 9.8 - (635.2) Comprehensive income: Net income before Principal Mutual Holding Company's demutualization................. - - 393.7 - - 393.7 Net loss after Principal Mutual Holding Company's demutualization................. - - (26.6) - - (26.6) ----------- ---------------- ----------- ---------------- Net income for the year........... - - 367.1 - - 367.1 Net unrealized gains (losses)..... - - - 405.2 - 405.2 Provision for deferred income taxes........................... - - - (144.4) - (144.4) Foreign currency translation adjustment...................... - - - 23.9 - 23.9 Cumulative effect of accounting change, net of related income taxes........................... - - - (14.2) - (14.2) ---------------- ---------------- Comprehensive income................. 637.6 ------- ------------- ----------- ------------------ ------------ ---------------- Balances at December 31, 2001........ $2.5 $5,004.6 $ (26.6) $ 368.4 $(6.7) $5,342.2 ======== ============= =========== ================== ============ ================ See accompanying notes. 6 Principal Life Insurance Company Consolidated Statements of Cash Flows For the year ended December 31, 2001 2000 1999 ----------------- ---------------- ----------------- (in millions) Operating activities Net income............................................ $ 367.1 $ 641.6 $ 809.7 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of accounting change, net of related income taxes.................... 10.7 - - Amortization of deferred policy acquisition costs.......................................... 157.6 238.6 173.7 Additions to deferred policy acquisition costs... (249.0) (263.6) (253.8) Accrued investment income........................ (66.8) (59.0) (37.0) Premiums due and other receivables............... (79.7) (51.9) 84.6 Contractholder and policyholder liabilities and dividends.................................. 1,669.7 1,456.5 1,650.6 Current and deferred income taxes................ 62.2 127.9 45.8 Net realized capital gains....................... 492.7 (151.8) (456.6) Depreciation and amortization expense............ 95.3 97.0 98.8 Amortization and impairment/recovery of mortgage servicing rights...................... 408.7 157.3 94.4 Other............................................ 819.5 495.0 (18.2) ----------------- ---------------- ----------------- ----------------- ---------------- ----------------- Net adjustments....................................... 3,320.9 2,046.0 1,382.3 ----------------- ---------------- ----------------- ----------------- ---------------- ----------------- Net cash provided by operating activities............. 3,688.0 2,687.6 2,192.0 Investing activities Available-for-sale securities: Purchases.......................................... (12,075.3) (12,932.5) (11,510.2) Sales.............................................. 6,427.7 7,312.8 6,947.1 Maturities......................................... 2,501.2 2,665.3 2,599.2 Net cash flows from trading securities................ (17.0) - - Mortgage loans acquired or originated................. (40,430.2) (10,471.3) (16,594.6) Mortgage loans sold or repaid......................... 40,895.8 12,026.8 16,361.5 Net change in mortgage servicing rights............... - - - Purchases of mortgage servicing rights................ (968.4) (235.9) (336.7) Proceeds from sale of mortgage servicing rights....... 31.5 53.0 29.2 Real estate acquired.................................. (290.0) (324.3) (449.7) Real estate sold...................................... 803.8 795.8 869.8 Net change in property and equipment.................. (86.6) (71.5) (61.8) Net proceeds (disbursements) from sales of subsidiaries....................................... (14.8) - 41.7 Purchases of interest in subsidiaries, net of cash acquired........................................... (8.4) - (12.8) Net change in other investments....................... (198.6) (95.5) 24.2 ----------------- ---------------- ----------------- ----------------- ---------------- ----------------- Net cash used in investing activities................. (3,429.3) (1,277.3) (2,093.1) Principal Life Insurance Company Consolidated Statements of Cash Flows (continued) For the year ended December 31, 2001 2000 1999 ----------------- ---------------- ----------------- (in millions) Financing activities Payments to eligible policyholders under Principal Mutual Holding Company's plan of conversion....... $(1,177.5) $ - $ - Issuance of debt..................................... 149.2 230.4 203.5 Principal repayments of debt......................... (203.9) (119.9) (40.2) Proceeds of short-term borrowings.................... 38.5 1,373.4 4,952.4 Repayment of short-term borrowings................... - (346.8) (4,895.7) Contribution received from parent.................... 1,689.7 - - Dividends paid to parent............................. (498.9) (345.5) (354.5) Investment contract deposits......................... 5,054.9 3,982.6 5,325.4 Investment contract withdrawals...................... (6,075.1) (5,011.3) (5,081.7) ----------------- ---------------- ----------------- ----------------- ---------------- ----------------- Net cash provided by (used in) financing activities.. (1,023.1) (237.1) 109.2 ----------------- ---------------- ----------------- Net increase (decrease) in cash and cash equivalents. (764.4) 1,173.2 208.1 Cash and cash equivalents at beginning of year....... 1,842.1 668.9 460.8 ----------------- ---------------- ----------------- ----------------- ---------------- ----------------- Cash and cash equivalents at end of year............. $ 1,077.7 $1,842.1 $ 668.9 ================= ================ ================= ================= ================ ================= Schedule of noncash transactions Policy credits to eligible policyholders under Principal Mutual Holding Company's plan of conversion........................................ $ 472.6 ================= ================= Reclassification of stockholder's equity in connection with Principal Mutual Holding Company's plan of conversion................................ $3,287.2 ================= ================= Dividend of net remaining noncash assets and liabilities of subsidiary - Principal International, Inc. to Principal Financial Services, Inc. on April 1, 2001..................................... $ (136.3) ================= ================= Net transfer of noncash assets and liabilities to an unconsolidated limited liability company in exchange for a minority interest.................. $ (255.0) ================ ================ Dividend of net noncash assets and liabilities of subsidiaries - Principal International de Chile, S.A. and Principal Compania de Seguros de Vida Chile, S.A. to Principal Financial Services, Inc. on September 28, 2000............................. $ (170.6) ================ ================ Dividend of net noncash assets and liabilities of Princor Financial Services Corporation to Principal Financial Services, Inc. on April 1, 1999 $ (12.0) ================= See accompanying notes. Principal Life Insurance Company Notes to Consolidated Financial Statements December 31, 2001 1. Nature of Operations and Significant Accounting Policies Description of Business Principal Life Insurance Company and its consolidated subsidiaries ("the Company") is a diversified financial services organization engaged in promoting retirement savings and investment and insurance products and services in the U.S. In addition, the Company offers residential mortgage loan origination and servicing in the U.S. Reorganization Under the terms of Principal Mutual Holding Company's Plan of Conversion, effective October 26, 2001 (the "Date of Demutualization"), Principal Mutual Holding Company, the Company's ultimate parent, converted from a mutual insurance holding company ("MIHC") to a stock company, and Principal Financial Group, Inc. ("PFG"), a new Delaware business corporation, completed its initial public offering ("IPO"). All policyholder membership interests in Principal Mutual Holding Company were extinguished on that date and eligible policyholders of the MIHC received, in aggregate, 260.8 million shares of common stock, $1,177.5 million of cash and $472.6 million of policy credits as compensation. After giving effect to the reorganization resulting from the demutualization, the Company is now a direct wholly-owned subsidiary of Principal Financial Services, Inc. ("PFSI"), which in turn is a direct wholly-owned subsidiary of PFG. In PFG's IPO, 100.0 million shares of common stock were issued at a price of $18.50 per share. Net proceeds from the IPO were $1,753.9 million, of which $64.2 million was retained by PFG, and $1,689.7 million was contributed to the Company to reimburse for cash, policy credits and demutualization expenses, which were $18.6 million and $7.2 million, net of income taxes, in 2001 and 2000, respectively. Basis of Presentation The accompanying consolidated financial statements of the Company and its majority-owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP"). Less than majority-owned entities in which the Company has at least a 20% interest are reported on the equity basis in the consolidated statements of financial position as other investments. All significant intercompany accounts and transactions have been eliminated. Total assets of the unconsolidated entities amounted to $3,769.1 million at December 31, 2001, and $2,234.9 million at December 31, 2000. Total revenues of the unconsolidated entities were $2,650.2 million, $2,127.9 million and $1,971.5 million in 2001, 2000 and 1999, respectively. During 2001, 2000 and 1999, the Company included $46.1 million, $31.4 million and $107.7 million, respectively, in net investment income representing the Company's share of current year net income of the unconsolidated entities. The unconsolidated entities primarily include the Company's 23% interest in Coventry Health Care, Inc. and minority interests in domestic joint ventures and partnerships. The Company's net investment in these Companies at December 31, 2001 and 2000, was $126.2 million and $109.2 million, respectively. Principal Life Insurance Company Notes to Consolidated Financial Statements (continued) 1. Nature of Operations and Significant Accounting Policies (continued) Closed Block At the time the MIHC structure was created in 1998, the Company formed and began operating a closed block ("Closed Block") for the benefit of individual participating dividend-paying policies in force on that date. See Note 7 for further details regarding the Closed Block. Use of Estimates in the Preparation of Financial Statements The preparation of the Company's consolidated 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 consolidated financial statements and accompanying notes. Accounting Changes In June 1998, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). In June 1999, SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 was issued deferring the effective date of SFAS 133 by one year, to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133, which amended the accounting and reporting standards of SFAS 133 for certain derivative instruments and certain hedging activities. As amended, SFAS 133 requires, among other things, that all derivatives be recognized in the consolidated statement of financial position as either assets or liabilities that are measured at fair value. SFAS 133 also establishes special accounting for qualifying hedges, which allows for matching the timing of gain or loss recognition on the hedging instrument with the recognition of the corresponding changes in value of the hedged item. Changes in the fair value of a derivative qualifying as a hedge are recognized in earnings or directly in stockholder's equity depending on the instrument's intended use. For derivatives that are not designated as hedges or that do not meet the hedge accounting criteria in SFAS 133, changes in fair value are required to be recognized in earnings in the period of change. At January 1, 2001, the Company's consolidated financial statements were adjusted to record a cumulative effect of adopting SFAS 133, as follows (in millions): Accumulated other Net comprehensive income income (loss) ------------------ ---------------------- Adjustment to fair value of derivative contracts (1)......... $(16.4) $(15.8) Income tax impact............................................ 5.7 1.6 ------------------ ---------------------- ------------------ ---------------------- Total........................................................ $(10.7) $(14.2) ================== ====================== - ------------------ <FN> (1) Amount presented is net of adjustment to hedged item. </FN> 1. Nature of Operations and Significant Accounting Policies (continued) SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities ("SFAS 140") was issued in September 2000 and was effective for transfers, servicings and extinguishments occurring after March 31, 2001. SFAS 140 replaced SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities ("SFAS 125"). Although SFAS 140 clarified or amended various aspects of SFAS 125, most of the fundamental concepts from SFAS 125 were brought forward without modification. The Company adopted SFAS 140 on April 1, 2001, and modified its securitization trust agreements to meet the new requirements to enable it to continue recognizing transfers of certain financial instruments as sales. As a result, the adoption of SFAS 140 did not have a significant impact on the Company's consolidated financial statements. In July 2000, the Emerging Issues Task Force ("EITF") reached consensus on Issue 99-20, Recognition of Interest Income and Impairment on Certain Investments ("EITF 99-20"). This Issue requires an enterprise that invests in certain mortgage-backed and asset-backed securities to record changes in their estimated yield on a prospective basis and provides additional guidance in assessing these securities for other than temporary declines in value. The Company adopted EITF 99-20 on April 1, 2001. Since adoption, the Company recognized $28.7 million of realized capital losses related to other than temporary impairments on its asset-backed securities. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, money market instruments and other debt issues with a maturity date of three months or less when purchased. Investments In accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Company is required to classify its investments into one of three categories: held-to-maturity, available-for-sale or trading. The Company determines the appropriate classification of fixed maturity securities at the time of purchase. Fixed maturity securities include bonds, mortgage-backed securities, and redeemable preferred stock. The Company classifies its fixed maturity securities as either available-for-sale or trading and, accordingly, carries them at fair value. (See Note 15 for policies related to the determination of fair value.) Unrealized gains and losses related to available-for-sale securities are reflected in stockholder's equity net of related deferred policy acquisition costs and applicable taxes. Unrealized gains and losses related to trading securities are reflected in net realized capital gains and losses. The cost of fixed maturity securities is adjusted for amortization of premiums and accrual of discounts, both computed using the interest method. The cost of fixed maturity securities is adjusted for declines in value that are other than temporary. Impairments in value deemed to be other than temporary are reported as a component of net realized capital gains and losses. For loan-backed and structured securities, the Company recognizes income using a constant effective yield based on currently anticipated prepayments as determined by broker-dealer surveys or internal estimates and the estimated lives of the securities. Equity securities include common stock and non-redeemable preferred stock. The cost of equity securities is adjusted for declines in value that are other than temporary. Impairments in value deemed to be other than temporary are reported as a component of net realized capital gains and losses. Equity securities are classified as available-for-sale and, accordingly, are carried at fair value. (See Note 15 for policies related to the determination of fair value.) Unrealized gains and losses related to available-for-sale securities are reflected in stockholder's equity net of related deferred policy acquisition costs and applicable taxes. 1. Nature of Operations and Significant Accounting Policies (continued) Real estate investments are reported at cost less accumulated depreciation. The initial cost bases of properties acquired through loan foreclosures is the lower of the fair market values of the properties at the time of foreclosure or the outstanding loan balance. Buildings and land improvements are generally depreciated on the straight-line method over the estimated useful life of improvements, and tenant improvement costs are depreciated on the straight-line method over the term of the related lease. The Company recognizes impairment losses for its properties when indicators of impairment are present and a property's expected undiscounted cash flows are not sufficient to recover the property's carrying value. In such cases, the cost bases of the properties are reduced to fair value. Real estate expected to be disposed is carried at the lower of cost or fair value, less cost to sell, with valuation allowances established accordingly and depreciation no longer recognized. Any impairment losses and any changes in valuation allowances are reported as net realized capital losses. Commercial and residential mortgage loans are generally reported at cost adjusted for amortization of premiums and accrual of discounts, computed using the interest method, and net of valuation allowances. Any changes in the valuation allowances are reported as net realized capital gains (losses). The Company measures impairment based upon the present value of expected cash flows discounted at the loan's effective interest rate or the loan's observable market price. If foreclosure is probable, the measurement of any valuation allowance is based upon the fair value of the collateral. The Company has residential mortgage loans held for sale in the amount of $294.9 million and $84.8 million and commercial mortgage loans held for sale in the amount of $493.5 million and $520.9 million at December 31, 2001 and 2000, respectively, which are carried at lower of cost or fair value, less cost to sell, and reported as mortgage loans in the statements of financial position. Net realized capital gains and losses on sales of investments are determined on the basis of specific identification. In general, in addition to realized capital gains and losses on investment sales, unrealized gains and losses related to other than temporary impairments, trading securities, fair value hedge ineffectiveness, derivatives not designated as hedges and changes in the mortgage loan allowance are reported as net realized capital gains and losses. Unrealized gains and losses on derivatives within the Company's mortgage banking segment are reported as either operating expenses or fees and other revenues depending on the nature of the hedge and are excluded from net realized capital gains and losses. Investment gains and losses on sales of certain real estate held-for-sale are reported as net investment income and are also excluded from net realized capital gains and losses. Policy loans and other investments, excluding investments in unconsolidated entities, are primarily reported at cost. Securitizations The Company sells commercial mortgage loans to an unconsolidated trust which then issues mortgage-backed securities. The Company may retain interests in the loans by purchasing portions of the securities from the issuance. Gain or loss on the sales of the mortgages depends in part on the previous carrying amounts of the financial assets involved in the transfer, which is allocated between the assets sold and the retained interests based on their relative fair value at the date of transfer. Fair values are determined by quoted market prices of external buyers of each class of security purchased. The retained interests are thereafter carried at fair value with other fixed maturity investments. 1. Nature of Operations and Significant Accounting Policies (continued) The Company also sells residential mortgage loans and retains servicing rights which are retained interests in the sold loans. Gain or loss on the sales of the loans depends in part on the previous carrying amounts of the financial assets sold and the retained interests based on their relative fair values at the date of the transfer. To obtain fair values, quoted market prices are used if available. However, quotes are generally not available for retained interests, so the Company estimates fair value based on the present value of the future expected cash flows using management's best estimates of the key assumptions - prepayment speeds and option adjusted spreads commensurate with the risks involved. Derivatives As a result of SFAS 133, all derivatives are recognized as either assets or liabilities in the statement of financial position and measured at fair value. If certain conditions are met, a derivative may be specifically designated as one of the following: (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment; (b) a hedge of the exposure to variable cash flows of a forecasted transaction; or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security or a foreign-currency-denominated forecasted transaction. The Company's accounting for the ongoing changes in fair value of a derivative depends on the intended use of the derivative and the designation as described above and is determined when the derivative contract is entered into. Hedge accounting is used for derivatives that are specifically designated in advance as hedges and that reduce the Company's exposure to an indicated risk by having a high correlation between changes in the value of the derivatives and the items being hedged at both the inception of the hedge and throughout the hedge period. For derivatives hedging the exposure to changes in fair value of a recognized asset or liability, the change in fair value of the derivative is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item attributable to the risk being hedged. The effect of such accounting is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For derivatives hedging the exposure to variable cash flows, the effective portion of the derivative's change in fair value is initially deferred and reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction occurs and is recognized in earnings. The ineffective portion of the change in fair value is reported in earnings in the period of change. In addition, if the hedged items are sold, terminated or matured, the changes in value of the derivatives are also included in net income. The Company currently does not hedge the foreign currency exposure of a net investment in a foreign operation. 1. Nature of Operations and Significant Accounting Policies (continued) For derivatives hedging the foreign currency exposure of an unrecognized firm commitment or an available-for-sale security, the change in fair value of the derivative is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item attributable to the risk being hedged. The effect of such accounting is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For derivatives hedging the foreign currency exposure of a foreign-currency-denominated forecasted transaction, the change in fair value is initially deferred and reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction occurs and is recognized in earnings. The ineffective portion of the change in fair value is reported in earnings in the period of change. For derivatives not designated as a hedging instrument, the change in fair value is recognized in earnings in the period of change. Prior to the January 1, 2001, adoption of FAS 133, the Company used futures contracts, mortgage-backed securities forwards, interest rate and principal only swap and floor agreements, options on futures contracts and currency rate swap agreements to hedge and manage its exposure to changes in interest rate levels and foreign exchange rate fluctuations, and to manage duration mismatch of assets and liabilities. Futures contracts were marked-to-market and settled daily with the net gain or loss at expiration or termination of the contracts recorded in realized capital gains and losses. Outstanding mortgage-backed forwards were reported as commitments and upon settlement, the net gain or loss was reported in realized capital gains and losses. For interest rate and currency swaps held by the Company, the net amounts paid or received and net amounts accrued through the end of the accounting period were included in net investment income. Any discounts or premiums related to these instruments were amortized to net investment income over the life of the contract. Gains or losses on contracts terminated early were recognized immediately in realized capital gains and losses. Unrealized gains or losses on interest rate swap contracts and currency swaps were not recognized in income. The Company primarily utilized interest rate floors, futures and options on futures contracts, and interest rate and principal only swaps in hedging its portfolio of mortgage servicing rights. The realized and unrealized gains and losses on servicing derivatives accounted for as effective hedges were considered in the periodic assessment of mortgage servicing rights impairment. The realized and unrealized gains and losses on servicing derivatives not considered effective hedges were recorded in the Company's results of operations. The Company managed interest rate risk on its mortgage loan pipeline by buying and selling mortgage-backed securities in the forward markets, over the counter options on mortgage-backed securities, futures contracts and options on treasury futures contracts. The unrealized gains and losses on these derivatives were included in the lower of cost or market calculation of mortgage loans held for sale. Contractholder and Policyholder Liabilities Contractholder and policyholder liabilities (contractholder funds, future policy benefits and claims and other policyholder funds) include reserves for investment contracts and reserves for universal life, limited payment, participating and traditional life insurance policies. Investment contracts are contractholders' funds on deposit with the Company and generally include reserves for pension and annuity contracts. Reserves on investment contracts are equal to the cumulative deposits less any applicable charges plus credited interest. 1. Nature of Operations and Significant Accounting Policies (continued) Reserves for universal life insurance contracts are equal to cumulative premiums less charges plus credited interest which represents the account balances that accrue to the benefit of the policyholders. Reserves for non-participating term life insurance contracts are computed on a basis of assumed investment yield, mortality, morbidity and expenses, including a provision for adverse deviation, which generally varies by plan, year of issue and policy duration. Investment yield is based on the Company's experience. Mortality, morbidity and withdrawal rate assumptions are based on experience of the Company and are periodically reviewed against both industry standards and experience. Reserves for participating life insurance contracts are based on the net level premium reserve for death and endowment policy benefits. This net level premium reserve is calculated based on dividend fund interest rate and mortality rates guaranteed in calculating the cash surrender values described in the contract. Participating business represented approximately 36%, 34% and 34% of the Company's life insurance in force and 80%, 80% and 78% of the number of life insurance policies in force at December 31, 2001, 2000 and 1999, respectively. Participating business represented approximately 76%, 64% and 63% of life insurance premiums for the years ended December 31, 2001, 2000 and 1999, respectively. The amount of dividends to policyholders is approved annually by the Company's board of directors. The amount of dividends to be paid to policyholders is determined after consideration of several factors including interest, mortality, morbidity and other expense experience for the year and judgment as to the appropriate level of statutory surplus to be retained by the Company. At the end of the reporting period, the Company establishes a dividend liability for the pro-rata portion of the dividends expected to be paid on or before the next policy anniversary date. Some of the Company's policies and contracts require payment of fees in advance for services that will be rendered over the estimated lives of the policies and contracts. These payments are established as unearned revenue reserves upon receipt and included in other policyholder funds in the consolidated statements of financial position. These unearned revenue reserves are amortized to operations over the estimated lives of these policies and contracts in relation to the emergence of estimated gross profit margins. The liability for unpaid accident and health claims is an estimate of the ultimate net cost of reported and unreported losses not yet settled. This liability is estimated using actuarial analyses and case basis evaluations. Although considerable variability is inherent in such estimates, the Company believes that the liability for unpaid claims is adequate. These estimates are continually reviewed and, as adjustments to this liability become necessary, such adjustments are reflected in current operations. Recognition of Premiums and Other Considerations, Fees and Other Revenues and Benefits Traditional individual life and health insurance products include those products with fixed and guaranteed premiums and benefits, and consist principally of whole life and term life insurance policies. Premiums from these products are recognized as premium revenue when due. Immediate annuities with life contingencies include products with fixed and guaranteed annuity considerations and benefits, and consist principally of group and individual single premium annuities with life contingencies. Annuity considerations from these products are recognized as revenue when due. 1. Nature of Operations and Significant Accounting Policies (continued) Group life and health insurance premiums are generally recorded as premium revenue over the term of the coverage. Some group contracts allow for premiums to be adjusted to reflect emerging experience. Such adjusted premiums are recognized in the period that the related experience emerges. Fees for contracts providing claim processing or other administrative services are recorded over the period the service is provided. Related policy benefits and expenses for individual and group life, annuity and health insurance products are associated with earned premiums and result in the recognition of profits over the expected lives of the policies and contracts. Universal life-type policies are insurance contracts with terms that are not fixed and guaranteed. Amounts received as payments for such contracts are not reported as premium revenues. Revenues for universal life-type insurance contracts consist of policy charges for the cost of insurance, policy initiation and administration, surrender charges and other fees that have been assessed against policy account values. Policy benefits and claims that are charged to expense include interest credited to contracts and benefit claims incurred in the period in excess of related policy account balances. Investment contracts do not subject the Company to risks arising from policyholder mortality or morbidity, and consist primarily of Guaranteed Investment Contracts ("GICs"), funding agreements and certain deferred annuities. Amounts received as payments for investment contracts are established as investment contract liability balances and are not reported as premium revenues. Revenues for investment contracts consist of investment income and policy administration charges. Investment contract benefits that are charged to expense include benefit claims incurred in the period in excess of related investment contract liability balances and interest credited to investment contract liability balances. Fees and other revenues are earned for asset management services provided to retail and institutional clients based largely upon contractual rates applied to the market value of the client's portfolio. Additionally, fees and other revenues are earned for administrative services performed including recordkeeping and reporting services for retirement savings plans. Fees and other revenues received for performance of asset management and administrative services are recognized as revenue when the service is performed. Fees and other revenues arising from the residential mortgage banking operations consist of revenues earned for servicing and originating residential mortgage loans as well as marketing other products to servicing portfolio customers. Net revenues are also recognized upon the sale of residential mortgage loans and residential mortgage loan servicing rights and are recorded in fees and other revenues and determined using the specific identification basis. Servicing revenues are recognized as the mortgage loan is serviced over the life of the mortgage loan. Mortgage loans originated are sold in the secondary mortgage markets, shortly after origination. As a result, mortgage loan origination fee revenues are recognized when the mortgage loans are sold. Fee revenues received for marketing other products to servicing portfolio customers are recognized when the service is performed. Deferred Policy Acquisition Costs Commissions and other costs (underwriting, issuance and agency expenses and first-year bonus interest) that vary with and are primarily related to the acquisition of new and renewal insurance policies and investment contract business are capitalized to the extent recoverable. Maintenance costs and acquisition costs that are not deferrable are charged to operations as incurred. 1. Nature of Operations and Significant Accounting Policies (continued) Deferred policy acquisition costs for universal life-type insurance contracts and participating life insurance policies and investment contracts are being amortized over the lives of the policies and contracts in relation to the emergence of estimated gross profit margins. This amortization is adjusted retrospectively when estimates of current or future gross profits and margins to be realized from a group of products and contracts are revised. The deferred policy acquisition costs of non-participating term life insurance policies are being amortized over the premium-paying period of the related policies using assumptions consistent with those used in computing policyholder liabilities. Deferred policy acquisition costs are subject to recoverability testing at the time of policy issue and loss recognition testing at the end of each accounting period. Deferred policy acquisition costs would be written off to the extent that it is determined that future policy premiums and investment income or gross profit margins would not be adequate to cover related losses and expenses. Reinsurance The Company enters into reinsurance agreements with other companies in the normal course of business. The Company may assume reinsurance from or cede reinsurance to other companies. Assets and liabilities related to reinsurance ceded are reported on a gross basis. Premiums and expenses are reported net of reinsurance ceded. The Company is contingently liable with respect to reinsurance ceded to other companies in the event the reinsurer is unable to meet the obligations it has assumed. At December 31, 2001, 2000 and 1999, respectively, the Company had reinsured $15.6 billion, $13.2 billion, and $10.2 billion of life insurance in force, representing 12%, 9% and 7% of total net life insurance in force through a single third-party reinsurer. To minimize the possibility of losses, the Company evaluates the financial condition of its reinsurers and continually monitors concentrations of credit risk. The effect of reinsurance on premiums and other considerations and policy and contract benefits and changes in reserves is as follows (in millions): For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Premiums and other considerations: Direct...................................... $3,999.8 $4,074.8 $3,990.0 Assumed..................................... 56.0 24.6 4.1 Ceded....................................... (260.1) (170.1) (56.5) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Net premiums and other considerations......... $ 3,795.7 $3,929.3 $3,937.6 ================== ================== ================== Benefits, claims and settlement expenses: Direct...................................... $5,308.2 $5,302.6 $5,296.1 Assumed..................................... 7.4 1.9 (1.3) Ceded....................................... (223.2) (157.4) (33.9) ------------------ ------------------ ------------------ Net benefits, claims and settlement expenses.. $5,092.4 $5,147.1 $5,260.9 ================== ================== ================== Guaranty-Fund Assessments Guaranty-fund assessments are accrued for anticipated assessments, which are estimated using data available from various industry sources that monitor the current status of open and closed insolvencies. The Company has also established an other asset for assessments expected to be recovered through future premium tax offsets. 1. Nature of Operations and Significant Accounting Policies (continued) Separate Accounts The separate account assets and liabilities presented in the consolidated financial statements represent the fair market value of funds that are separately administered by the Company for contracts with equity, real estate and fixed-income investments. Generally, the separate account contract owner, rather than the Company, bears the investment risk of these funds. The separate account assets are legally segregated and are not subject to claims that arise out of any other business of the Company. The Company receives a fee for administrative, maintenance and investment advisory services that is included in the consolidated statements of operations. Net deposits, net investment income and realized and unrealized capital gains and losses on the Separate Accounts are not reflected in the consolidated statements of operations. At December 31, 2001, the Separate Accounts included a separate account valued at $1.3 billion which primarily included shares of PFG stock that were allocated and issued to eligible participants of qualified employee benefit plans administered by the Company as part of the policy credits issued under the PFG demutualization. These shares are included in both basic and diluted earnings per share calculations. The separate account shares are recorded at fair value and are reported as separate account assets and separate account liabilities in the consolidated statement of financial position. Activity of the separate account shares is reflected in both the separate account assets and separate account liabilities and does not impact the Company's results of operations. Income Taxes PFG files a U.S. consolidated income tax return that includes the Company and all of its qualifying subsidiaries and has a policy of allocating income tax expenses and benefits to companies in the group generally based upon pro rata contribution of taxable income or operating losses. The Company is taxed at corporate rates on taxable income based on existing tax laws. Current income taxes are charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income taxes are provided for the tax effect of temporary differences in the financial reporting and income tax bases of assets and liabilities and net operating losses using enacted income tax rates and laws. The effect on deferred tax assets and deferred tax liabilities of a change in tax rates is recognized in operations in the period in which the change is enacted. Pension and Postretirement Benefits The Company accounts for its pension benefits and postretirement benefits other than pension (medical, life insurance and long-term care) using the full accrual method. 1. Nature of Operations and Significant Accounting Policies (continued) Property and Equipment Property and equipment includes home office properties, related leasehold improvements, purchased and internally developed software and other fixed assets. Property and equipment use is shown in the consolidated statements of financial position at cost less allowances for accumulated depreciation. Provisions for depreciation of property and equipment are computed principally on the straight-line method over the estimated useful lives of the assets. Property and equipment and related accumulated depreciation are as follows (in millions): December 31, 2001 2000 ------------ ------------------ ------------ ------------------ Property and equipment................ $883.0 $846.3 Accumulated depreciation.............. (402.4) (375.1) ------------ ------------------ ------------ ------------------ Property and equipment, net........... $480.6 $471.2 ============ ================== Goodwill and Other Intangibles Goodwill and other intangibles include the cost of acquired subsidiaries in excess of the fair value of the tangible net assets recorded in connection with acquisitions. These assets are amortized on a straight-line basis generally over 8 to 40 years. At December 31, 2001, the weighted-average amortization period for goodwill and other intangibles was 11.9 years and 5.2 years, respectively. The carrying amounts of goodwill and other intangibles are reviewed periodically for indicators of impairment in value, which in the view of management are other than temporary, including unexpected or adverse changes in the economic or competitive environments in which the Company operates and profitability analyses on the relevant subsidiary. If facts and circumstances suggest that a subsidiary's goodwill and other intangibles are impaired, the Company determines whether the sum of the estimated undiscounted future cash flows of the subsidiary are less than the carrying value. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized for the excess of the carrying amount of assets over their fair value. Goodwill and other intangibles, and related accumulated amortization, are as follows (in millions): December 31, 2001 2000 ---------------- ------------------ ---------------- ------------------ Goodwill................................. $ 97.2 $102.7 Other intangibles........................ 15.4 35.5 ---------------- ------------------ 112.6 138.2 Accumulated amortization................. (40.4) (44.1) ---------------- ------------------ Total goodwill and other intangibles, net.................... $ 72.2 $ 94.1 ================ ================== Effective January 1, 2002, the Company will adopt a non-amortization, impairment-only approach for goodwill and indefinite-lived intangible assets based on new accounting guidance issued in 2001 described later in Note 1. Premiums Due and Other Receivables Premiums due and other receivables include life and health insurance premiums due, reinsurance recoveries, guaranty funds receivable or on deposit, receivables from the sale of securities and other receivables. 1. Nature of Operations and Significant Accounting Policies (continued) Mortgage Loan Servicing Rights Mortgage loan servicing rights represent the cost of purchasing or originating the right to service mortgage loans. These costs are capitalized and amortized to operations over the estimated remaining lives of the underlying loans using the interest method and taking into account appropriate prepayment assumptions. Capitalized mortgage loan servicing rights are periodically assessed for impairment, which is recognized in the consolidated statements of operations during the period in which impairment occurs by establishing a corresponding valuation allowance. For purposes of performing its impairment evaluation, the Company stratifies the servicing portfolio on the basis of specified predominant risk characteristics, including loan type and note rate. A valuation model is used to determine the fair value of each stratum. Cash flows are calculated using an internal prepayment model and discounted at a spread to London Inter-Bank Offer Rates. External valuations are obtained for comparison purposes. Activity in the valuation allowance for mortgage loan servicing rights is summarized as follows (in millions): For the year ended December 31, 2001 2000 1999 --------------- --------------- --------------- --------------- --------------- --------------- Balance at beginning of year........................... $ 2.3 $2.9 $56.1 Impairments............................................ 196.0 1.1 1.7 Recoveries............................................. (0.2) (1.7) (54.9) --------------- --------------- --------------- --------------- --------------- --------------- Balance at end of year................................. $198.1 $2.3 $2.9 =============== =============== =============== During 2001, impairments reflect the results of increased mortgage loan prepayments due to the continued reduction in market interest rates during the year. Other Assets Other assets are reported primarily at cost. Reclassifications Reclassifications have been made to the 1999 and 2000 consolidated financial statements to conform to the 2001 presentation. Accounting Pronouncements Pending Adoption In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). This Statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and amends Accounting Principles Board ("APB") Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions ("Opinion 30"), establishing a single accounting model for the disposal of long-lived assets. SFAS 144 generally retains the basic provisions of existing guidance, but broadens the presentation of any discontinued operations to include a component of an entity (rather than a segment of a business as defined in Opinion 30). The provisions of SFAS 144 are effective for fiscal years beginning after December 15, 2001, and are not expected to have a significant impact on the Company's consolidated financial statements. 1. Nature of Operations and Significant Accounting Policies (continued) In June 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS 141"), and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. SFAS 142, effective January 1, 2002, prohibits the amortization of goodwill and intangible assets with indefinite useful lives. Intangible assets with finite useful lives will continue to be amortized over their estimated useful lives. In 2001, the Company's amortization expense for goodwill and intangible assets was $7.8 million, of which $4.9 million will not continue after January 1, 2002. Additionally, SFAS 142 requires that goodwill and indefinite-lived intangible assets be reviewed for impairment at least annually. This includes a more stringent impairment test methodology (fair value based on discounted cash flows) for measuring and recognizing impairment losses. The Company has estimated that the impairment amount resulting from the adoption of SFAS 142 on January 1, 2002, will not have a material effect on the Company's consolidated financial statements. 2. Related Party Transactions The Company has entered into various related party transactions with its parent and the parent's other affiliates. During the years ended December 31, 2001, 2000 and 1999, the Company incurred $70.5 million, $55.8 million and $32.6 million, respectively, of expense reimbursements from affiliated entities. During 2001, the Company received a capital contribution of $1,689.7 million for reimbursement from its parent for the payments and costs related to Principal Mutual Holding Company's demutualization. During 2001, the Company was also reimbursed $16.0 million for expenses paid related to PFG's initial public offering. The Company and its direct parent, PFSI, are parties to a cash advance agreement, which allows those entities to pool their available cash in order to more efficiently and effectively invest their cash. The cash advance agreement allows (i) the Company to advance cash to PFSI in aggregate principal amounts not to exceed $1.0 billion, with such advanced amounts earning interest at the daily 30-day "AA" Financial Commercial Paper Discount Rate published by the Federal Reserve (the "Internal Crediting Rate"); and (ii) PFSI to advance cash to the Company in aggregate principal amounts not to exceed $250.0 million, with such advance amounts earning interest at the Internal Crediting Rate plus 5 basis points to reimburse PFSI for the costs incurred in maintaining short-term investing and borrowing programs. Under this cash advance agreement, the Company had a receivable from PFSI of $584.5 million and $843.6 million at December 31, 2001 and 2000, respectively. Interest earned by the Company was $30.7 million and $11.3 million during 2001 and 2000, respectively. Pursuant to certain regulatory requirements or otherwise in the ordinary course of business, the Company guarantees certain payments of its subsidiaries and has agreements with affiliates to provide and/or receive management, administrative and other services, all of which, individually and in the aggregate, are immaterial as to the Company's business, financial condition and results of operations. 3. Mergers, Acquisitions, and Divestitures Mergers and Acquisitions During the past three years, the Company has acquired a number of businesses, all of which were recorded using the purchase method of accounting. Accordingly, the results of operations of the acquired companies have been included in the consolidated results from their respective acquisition dates. 3. Mergers, Acquisitions, and Divestitures (continued) The Company made various acquisitions during 2001 at purchase prices aggregating $9.2 million. Such acquired companies had total assets at December 31, 2001, and total 2001 revenue of $10.8 million and $3.7 million, respectively. During 1999, various other acquisitions were made by the Company at purchase prices aggregating $13.5 million. Such acquired companies had total assets of $17.0 million at December 31, 1999, and total revenue of $11.6 million during 1999. Divestitures On November 30, 2001, the Company announced it had entered into an agreement to sell its remaining stake of approximately 15.0 million shares of Coventry Health Care, Inc. common stock. The transaction was completed in the first quarter of 2002 (see Note 19 for details of the transaction). Effective April 1, 1998, the Company transferred substantially all of its managed care operations to Coventry Corporation in exchange for a non-majority ownership position in the resulting entity, Coventry Health Care, Inc. In September 2000, the Company sold a portion of its equity ownership position, which reduced its ownership to approximately 25% and resulted in a realized capital gain of $13.9 million, net of tax. The investment in Coventry Health Care, Inc. was $146.0 million and $122.9 million at December 31, 2001 and 2000, respectively. On September 25, 2001, the Company disposed of all the stock of PT Asuransi Jiwa Principal Indonesia, a subsidiary in Indonesia. The Company currently has no business operations in Indonesia. Total assets of the Company's operations in Indonesia as of June 30, 2001, were $3.4 million. The Company included nominal revenues and net loss from operations in Indonesia in the consolidated results of operations for the years ended December 31, 2000 and 1999. On April 1, 2001, the Company paid a dividend of $176.2 million to its parent, PFSI, consisting of the outstanding capital stock of Principal International, Inc. and Principal International, Inc.'s subsidiaries. On February 15, 2001, the Company disposed of all the stock of Principal International Espana, S.A. de Seguros de Vida, a subsidiary in Spain, for nominal proceeds, resulting in a net realized capital loss of $38.4 million, ceasing the business operations in Spain. Total assets of the operations in Spain as of December 31, 2000, were $222.7 million. The Company included revenues of $49.4 million and $51.7 million in the results of operations for the years ended December 31, 2000 and 1999, respectively. The Company included a net loss of $1.2 million and net income of $0.9 million in the results of operations for the years ended December 31, 2000 and 1999, respectively. On August 24, 2000, the Company paid a dividend of $171.3 million to its parent, PFSI, consisting of the outstanding capital stock of Principal International de Chile, S.A. and Principal Compania de Seguros de Vida Chile, S.A. Beginning January 1, 2000, the Company ceased new sales of Medicare supplement insurance and effective July 1, 2000, the Company entered into a reinsurance agreement to reinsure 100% of the Medicare supplement insurance block of business. Medicare supplement insurance premiums were $98.4 million for the six months ended June 30, 2000, and $164.6 million for the year ended December 31, 1999. 4. Investments Fixed Maturities and Equity Securities The cost, gross unrealized gains and losses and fair value of fixed maturities and equity securities available-for-sale as of December 31, 2001 and 2000, are summarized as follows (in millions): Gross Gross unrealized unrealized Fair Cost gains losses value ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- December 31, 2001 Fixed maturities: U.S. Government and agencies..... $ 15.1 $ 0.1 $ 0.1 $ 15.1 Foreign governments.............. 555.5 49.3 1.3 603.5 States and political subdivisions 302.1 20.2 4.7 317.6 Corporate - public............... 12,695.2 504.0 160.5 13,038.7 Corporate - private.............. 8,967.0 325.0 123.5 9,168.5 Mortgage-backed and other asset-backed securities........ 5,642.5 247.6 26.1 5,864.0 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- Total fixed maturities............. $28,177.4 $1,146.2 $316.2 $29,007.4 ================ ================ ================ ================ ================ ================ ================ ================ Total equity securities............ $ 860.6 $ 15.2 $ 77.1 $ 798.7 ================ ================ ================ ================ ================ ================ ================ ================ December 31, 2000 Fixed maturities: U.S. Government and agencies..... $ 23.2 $ 0.1 $ 0.2 $ 23.1 Foreign governments.............. 692.8 25.0 5.3 712.5 States and political subdivisions 287.4 12.5 4.2 295.7 Corporate - public............... 8,795.2 216.5 129.3 8,882.4 Corporate - private.............. 9,807.6 208.9 206.0 9,810.5 Mortgage-backed and other asset-backed securities........ 6,244.2 208.0 34.3 6,417.9 ---------------- ---------------- ---------------- ---------------- Total fixed maturities............. $25,850.4 $ 671.0 $379.3 $26,142.1 ================ ================ ================ ================ Total equity securities............ $ 773.9 $ 190.6 $254.2 $ 710.3 ================ ================ ================ ================ The cost and fair value of fixed maturities available-for-sale at December 31, 2001, by expected maturity, were as follows (in millions): Cost Fair value ------------------- ------------------ ------------------- ------------------ Due in one year or less.......................................... $ 1,358.2 $ 1,367.3 Due after one year through five years............................ 10,481.7 10,812.4 Due after five years through ten years........................... 5,535.7 5,722.0 Due after ten years.............................................. 5,159.3 5,241.7 ------------------- ------------------ ------------------- ------------------ 22,534.9 23,143.4 Mortgage-backed and other asset-backed securities................ 5,642.5 5,864.0 ------------------- ------------------ ------------------- ------------------ Total............................................................ $28,177.4 $29,007.4 =================== ================== The above summarized activity is based on expected maturities. Actual maturities may differ because borrowers may have the right to call or pre-pay obligations. 4. Investments (continued) Corporate private placement bonds represent a primary area of credit risk exposure. The corporate private placement bond portfolio is diversified by issuer and industry. The Company monitors the restrictive bond covenants which are intended to regulate the activities of issuers and control their leveraging capabilities. Net Investment Income Major categories of net investment income are summarized as follows (in millions): For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Fixed maturities, available-for-sale.......... $2,120.8 $1,856.5 $1,711.1 Equity securities, available-for-sale......... 27.6 72.5 46.1 Mortgage loans................................ 855.7 1,005.0 1,111.1 Real estate................................... 177.5 171.0 187.5 Policy loans.................................. 57.5 55.1 50.2 Cash and cash equivalents..................... 58.3 69.9 20.9 Other......................................... 44.2 38.3 43.3 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ 3,341.6 3,268.3 3,170.2 Less investment expenses...................... (130.9) (152.8) (124.4) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Net investment income......................... $3,210.7 $3,115.5 $3,045.8 ================== ================== ================== Net Realized Capital Gains and Losses The major components of net realized capital gains (losses) on investments are summarized as follows (in millions): For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Fixed maturities, available-for-sale: Gross gains................................. $ 69.6 $ 28.9 $ 31.2 Gross losses................................ (380.4) (155.0) (125.4) Fixed maturities, trading: Gross gains................................. 0.9 - - Gross losses................................ (0.1) - - Equity securities, available-for-sale: Gross gains................................. 5.7 84.2 408.7 Gross losses................................ (76.1) (3.9) (25.7) Mortgage loans................................ 10.6 8.6 (8.9) Real estate................................... (19.0) 82.3 56.4 Other, including unrealized derivative gains (losses).................................... (103.9) 106.7 120.3 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Net realized capital gains (losses)........... $(492.7) $151.8 $456.6 ================== ================== ================== 4. Investments (continued) Proceeds from sales of investments (excluding call and maturity proceeds) in fixed maturities were $5.4 billion, $5.5 billion and $5.5 billion in 2001, 2000 and 1999, respectively. Of the 2001, 2000 and 1999 proceeds, $1.6 billion, $2.6 billion and $3.8 billion, respectively, relates to sales of mortgage-backed securities. The Company actively manages its mortgage-backed securities portfolio to control prepayment risk. Gross gains of $22.5 million, $2.0 million and $2.1 million and gross losses of $5.0 million, $40.1 million and $60.3 million in 2001, 2000 and 1999, respectively, were realized on sales of mortgage-backed securities. The Company recognizes impairment losses for fixed maturities and equity securities when declines in value are other than temporary. Realized losses related to other than temporary impairments were $227.4 million and $6.1 million in 2001 and 2000, respectively. There were no other than temporary impairments in 1999. In December 2001, Enron Corp., along with certain of its subsidiaries, filed voluntary petitions for Chapter 11 reorganization with the U.S. Bankruptcy Court. Included in the $227.4 million of realized losses in 2001 for other than temporary impairments, $71.9 million related to the Company's exposure to Enron Corp. and Enron related entities. Also included in net realized capital gains and losses in 2001 was $65.8 million related to the sale of Enron investments. As of December 31, 2001, the remaining carrying amount of the Company's investment in Enron Corp. and Enron related entities was $45.5 million. On September 11, 2001, terrorist attacks in the U.S. resulted in significant loss of life and property, as well as interruption of business activities and an overall disruption of the world economy. Some of the assets in the Company's investment portfolio may be adversely affected by further declines in the securities markets and economic activity caused by the terrorist attacks and heightened security measures. On December 31, 2001, the Company held corporate fixed maturity securities in the following sectors impacted most significantly by the September 11, 2001 terrorist attacks (carrying amounts noted in parenthesis): airlines ($245.9 million in public debt and $208.3 million in private debt), comprised mostly of equipment trust certificate transactions secured by aircraft; airline manufacturers and equipment providers ($239.0 million), comprised of public and private unsecured debt; property and casualty insurance companies ($28.9 million), comprised of public unsecured debt; and hotels and gaming companies ($168.9 million), comprised of public and private debt secured by hotel properties. As of December 31, 2001, the Company has not recognized any related other-than-temporary impairment of these assets. Net Unrealized Gains and Losses The net unrealized gains and losses on investments in fixed maturities and equity securities available-for-sale are reported as a separate component of equity, reduced by adjustments to deferred policy acquisition costs and unearned revenue reserves that would have been required as a charge or credit to operations had such amounts been realized and a provision for deferred income taxes. 4. Investments (continued) The cumulative amount of net unrealized gains and losses on available-for-sale securities is as follows (in millions): December 31, 2001 2000 ----------------- ---------------- ----------------- ---------------- Net unrealized gains on fixed maturities, available-for-sale (1).... $827.2 $284.3 Net unrealized losses on equity securities, available-for-sale, including seed money in separate accounts......................... (60.9) (57.2) Adjustments for assumed changes in amortization patterns: Deferred policy acquisition costs................................. (104.6) (43.2) Unearned revenue reserves......................................... 7.2 2.9 Net unrealized losses on derivative instruments..................... (89.5) (6.7) Provision for deferred income taxes................................. (202.0) (59.0) ----------------- ---------------- ----------------- ---------------- Net unrealized gains on available-for-sale securities............... $377.4 $121.1 ================= ================ <FN> (1) Excludes net unrealized gains (losses) on fixed maturities, available-for-sale included in fair value hedging relationships. </FN> Commercial Mortgage Loans Commercial mortgage loans represent a primary area of credit risk exposure. At December 31, 2001 and 2000, the commercial mortgage portfolio is diversified by geographic region and specific collateral property type as follows (dollars in millions): December 31, 2001 2000 -------------------------------------------------------------------- Carrying Percent Carrying Percent amount of total amount of total -------------------------------------------------------------------- -------------------------------------------------------------------- Geographic distribution New England........................ $ 327.4 3.4% $ 495.9 4.6% Middle Atlantic.................... 1,606.3 16.5 1,664.9 15.5 East North Central................. 930.1 9.5 1,006.2 9.3 West North Central................. 397.8 4.1 439.9 4.1 South Atlantic..................... 2,403.0 24.7 2,630.5 24.4 East South Central................. 338.5 3.5 384.5 3.6 West South Central................. 769.0 7.9 886.4 8.2 Mountain........................... 637.7 6.5 600.2 5.6 Pacific............................ 2,421.3 24.8 2,774.8 25.7 Valuation allowance................ (90.7) (0.9) (108.0) (1.0) -------------------------------------------------------------------- -------------------------------------------------------------------- Total.............................. $9,740.4 100.0% $10,775.3 100.0% ==================================================================== -------------------------------------------------------------------- 4. Investments (continued) December 31, 2001 2000 -------------------------------------------------------------------- ---------------------------------- Carrying amount Percent Carrying amount Percent of total of total -------------------------------------------------------------------- Property type distribution Office............................. $3,252.5 33.4% $ 3,273.5 30.4% Retail............................. 3,106.5 31.9 3,612.7 33.5 Industrial......................... 2,948.9 30.3 3,381.6 31.4 Apartments......................... 349.8 3.6 419.7 3.9 Hotel.............................. 61.6 0.6 65.6 0.6 Mixed use/other.................... 111.8 1.1 130.2 1.2 Valuation allowance................ (90.7) (0.9) (108.0) (1.0) -------------------------------------------------------------------- -------------------------------------------------------------------- Total.............................. $9,740.4 100.0% $10,775.3 100.0% ==================================================================== Mortgage loans on real estate are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to contractual terms of the loan agreement. When the Company determines that a loan is impaired, a provision for loss is established for the difference between the carrying amount of the mortgage loan and the estimated value. Estimated value is based on either the present value of the expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price or fair value of the collateral. The provision for losses is reported as a net realized capital loss. Mortgage loans deemed to be uncollectible are charged against the allowance for losses, and subsequent recoveries are credited to the allowance for losses. The allowance for losses is maintained at a level believed adequate by management to absorb estimated probable credit losses. Management's periodic evaluation of the adequacy of the allowance for losses is based on the Company's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of the underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. The evaluation is inherently subjective as it requires estimating the amounts and timing of future cash flows expected to be received on impaired loans that may change. A summary of the changes in the commercial and residential mortgage loan allowance for losses is as follows (in millions): December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Balance at beginning of year.................. $110.4 $117.8 $113.0 Provision for losses.......................... 11.2 5.4 9.2 Releases due to write-downs, sales and foreclosures................................ (29.3) (12.8) (4.4) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Balance at end of year........................ $92.3 $110.4 $117.8 ================== ================== ================== 4. Investments (continued) Residential Mortgage Banking Activities The Company was servicing approximately 741,000 and 582,000 residential mortgage loans with aggregate principal balances of approximately $80,530.5 million and $55,987.4 million at December 31, 2001 and 2000, respectively. In connection with these mortgage servicing activities, the Company held funds in trust for others totaling approximately $508.9 million and $343.8 million at December 31, 2001 and 2000, respectively. As of December 31, 2001, $457.1 million of the funds held in trust were held in the Company's banking subsidiary. In connection with its loan administration activities, the Company advances payments of property taxes and insurance premiums and also advances principal and interest payments to investors in advance of collecting funds from specific mortgagors. In addition, the Company makes certain payments of attorney fees and other costs related to loans in foreclosure. These amounts receivable are recorded, at cost, as advances on serviced loans. Amounts advanced are considered in management's evaluation of the adequacy of the mortgage loan allowance for losses. In June 2000, the Company, through its mortgage banking segment, created a special purpose bankruptcy remote entity, Principal Residential Mortgage Capital Resources, LLC ("PRMCR"), to provide an off-balance sheet source of funding for the Company's residential mortgage loan production. The Company sells eligible residential mortgage loans to PRMCR, where they are warehoused until sold to the final investor. The Company sold $38.0 billion and $5.3 billion in mortgage loans to PRMCR in 2001 and 2000, respectively. The maximum amount of mortgage loans, which can be warehoused in PRMCR, has increased from $1.0 billion at inception to $4.0 billion as of December 31, 2001. PRMCR held $3.0 billion in mortgage loans held for sale as of December 31, 2001. The portfolio of loans held for sale by PRMCR must meet portfolio criteria, eligibility representations, and portfolio aging limitations. Based on these eligibility representations, the Company is required to repurchase ineligible loans from PRMCR. PRMCR is capitalized by equity certificates owned by third party investors not affiliated with the Company or its affiliates, directors or officers and thus, is not consolidated with the Company. The equity holders bear the risk of loss on defaulted mortgages. At December 31, 2001, PRMCR had outstanding equity certificates of $193.0 million. PRMCR also issues short-term secured liquidity notes as well as medium term notes to provide funds for its purchase of mortgage loans from the Company. At December 31, 2001, PRMCR had outstanding secured liquidity notes of $1.3 billion, three-year fixed term notes of $800.0 million and five-year variable term notes of $800.0 million. All borrowings are collateralized by the assets of PRMCR. The Company paid a commitment fee to PRMCR based on the overall warehouse limit. PRMCR used a portion of the fee to fund a cash collateral account maintained at PRMCR. These funds are available as additional collateral to cover credit related losses on defaulted loans. The balance in the account was $24.0 million at December 31, 2001. Any remaining amounts in the cash collateral account will be returned to the Company upon the termination of PRMCR. This right to the return of the cash collateral amount is reflected in other assets on the Company's consolidated statements of financial position. The Company maintains a right to the servicing of the mortgage loans held by PRMCR and upon the sale of the majority of the mortgage loans to the final investors. In addition, the Company performs certain secondary marketing, accounting and various administrative functions on behalf of PRMCR. As servicer, the Company receives a monthly servicing fee, and may receive an excess servicing fee if funds are available within PRMCR. Additionally, as servicer the Company is required to advance to PRMCR those payments due from borrowers, but not received, as of specified cut-off dates. The Company received $12.6 million and $2.2 million in servicing fees from PRMCR in 2001 and 2000, respectively. 4. Investments (continued) In order to hedge interest rate risk and non-credit related market value risk associated with its inventory of mortgage loans held for sale, PRMCR entered into swaps with counterparties not affiliated with the Company or PRMCR. The swap counterparties are required to maintain certain minimum ratings as approved by the rating agencies. Through a separate swap agreement with the swap counterparties that mirror the original swaps with PRMCR, the non-credit related market value component is swapped back to the Company. In October 2000, the Company, through its mortgage banking segment, created a wholly-owned, unconsolidated qualifying special purpose entity, Principal Residential Mortgage Funding, LLC ("PRMF"), to provide an off-balance sheet source of funding for up to $250.0 million of qualifying delinquent mortgage loans. The limit was increased to $357.0 million in December 2001. The Company sells qualifying delinquent loans to PRMF which then transfers the loans to Principal Residential Mortgage EBO Trust ("Trust"), an unaffiliated Delaware business trust. The Trust funds its acquisitions of the mortgage loans by selling participation certificates, representing an undivided interest in the Trust, to commercial paper conduit purchasers, who are not affiliated with the Company or any of its affiliates, directors or officers. At December 31, 2001, PRMF held $273.5 million in mortgage loans and had outstanding participation certificates of $256.9 million. Mortgage loans typically remain in the Trust until they are processed through the foreclosure claim process, are paid-off or reinstate. Loans that reinstate are no longer eligible to remain in the Trust and are required to be removed by the Company at fair market value at the monthly settlement date following reinstatement. The Company is retained as the servicer of the mortgage loans and also performs accounting and various administrative functions on behalf of PRMF, in its capacity as the managing member of PRMF. As the servicer, the Company receives a servicing fee pursuant to the pooling and servicing agreement. The Company may also receive a successful servicing fee only after all other conditions in the monthly cash flow distribution are met. At December 31, 2001, the Company's residual interest in such cash flows was $21.5 million and was recorded in other investments on the Company's consolidated statements of financial position. The value of the residual interest was based on the net present value of expected cash flows from PRMF, as well as estimates of foreclosure losses associated with the related loans. The Company is required to advance funds for payment of interest on the participation certificates and other carrying costs, if sufficient cash is not available in the collection account to meet this obligation. The Company and the Trust are parties to a cost of funds hedge agreement. The Company pays the weighted average cost of funds on the participation certificates plus fees and expenses and receives the indicated swap bid rate, subject to a cap. Real Estate Real estate holdings and related accumulated depreciation are as follows (in millions): December 31, 2001 2000 -------------- ------------------ -------------- ------------------ Investment real estate............. $673.8 $ 813.4 Accumulated depreciation........... (114.1) (117.1) -------------- ------------------ 559.7 696.3 Properties held for sale........... 390.8 695.4 -------------- ------------------ Real estate, net................... $950.5 $1,391.7 ============== ================== 4. Investments (continued) Other Investments Other investments include minority interests in unconsolidated entities and properties owned jointly with venture partners and operated by the partners. Joint ventures in which the Company has an interest have mortgage loans with the Company of $347.7 million and $612.1 million at December 31, 2001 and 2000, respectively. The Company is committed to providing additional mortgage financing for such joint ventures aggregating $171.8 million and $71.5 million at December 31, 2001 and 2000, respectively. 5. Securitization Transactions Commercial Mortgage Loans The Company sells commercial mortgage loans in securitization transactions and retains primary servicing responsibilities and other interests. The Company receives annual servicing fees approximating 0.01 percent, which approximates cost. The investors and the securitization trusts have no recourse to the Company's other assets for failure of debtors to pay when due. The value of the Company's retained interests is subject primarily to credit risk. In 2001 and 2000, the Company recognized gains of $18.3 million and $0.7 million, respectively, on the securitization of commercial mortgage loans. Key economic assumptions used in measuring the retained interests at the date of securitization resulting from transactions completed included a cumulative default rate between four and eight percent during 2001 and between five and eight percent during 2000. The assumed range of the loss severity, as a percentage of defaulted loans, was between 12 and 25 percent during 2001 and between 13 and 25 percent during 2000. The low end of the loss severity range relates to a portfolio of seasoned loans. The high end of the loss severity range relates to a portfolio of newly issued loans. At December 31, 2001, the fair values of retained interests related to the securitizations of commercial mortgage loans were $170.5 million. Key economic assumptions and the sensitivity of the current fair values of residual cash flows were tested to one and two standard deviations from the expected rates. The changes in the fair values at December 31, 2001 as a result of these assumptions were not significant. Residential Mortgage Loans The Company sells residential mortgage loans and retains servicing responsibilities pursuant to the terms of the applicable servicing agreements. The Company receives annual servicing fees approximating 0.4 percent of the outstanding principal balances on the underlying loans. These sales are generally transacted on a non-recourse basis. The value of the servicing rights is subject to prepayment and interest rate risks on the transferred assets. In 2001 and 2000, the Company recognized gains of $218.8 million and $9.4 million, respectively, on the sales of residential mortgage loans. 5. Securitization Transactions (continued) The key economic assumptions used in determining the fair value of mortgage servicing rights at the date of loan sale for sales completed in 2001 and 2000 were as follows: 2001 2000 --------------------------------- --------------------------------- Weighted average life (years).......... 7.84 6.87 Weighted average prepayment speed...... 9.48% 11.81% Yield to maturity discount rate........ 7.45% 10.74% Prepayment speed is the constant prepayment rate that results in the weighted average life disclosed above. At December 31, 2001, key economic assumptions and the sensitivity of the current fair value of the mortgage servicing rights to immediate 10 and 20 percent adverse changes in those assumptions are as follows (dollars in millions): Fair value of mortgage servicing rights................... $1,811.0 Expected weighted average life (in years)................. 6.8 Prepayment speed.......................................... 11.10% Decrease in fair value of 10% adverse change.............. $ 67.3 Decrease in fair value of 20% adverse change.............. $ 128.9 Yield to maturity discount rate........................... 8.86% Decrease in fair value of 10% adverse change.............. $ 130.0 Decrease in fair value of 20% adverse change.............. $ 260.1 These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, in the above table, the effect of a variation in a particular assumption on the fair value of the servicing rights is calculated independently without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities. For example, changes in prepayment speed estimates could result in changes in the discount rate. Securitization Transactions Cash Flow The table below summarizes cash flows for securitization transactions and cash flows received from and paid to securitization trusts (in millions): For the year ended December 31, 2001 2000 ---------------------- ---------------------- ---------------------- ---------------------- Proceeds from new securitizations........................ $39,200.6 $9,624.5 Servicing fees received.................................. 307.8 237.5 Other cash flows received on retained interests.......... 51.6 29.4 6. Derivatives Held or Issued for Purposes Other Than Trading Derivatives are generally held for purposes other than trading and are primarily used to hedge or reduce exposure to interest rate and foreign currency risks associated with assets held or expected to be purchased or sold, and liabilities incurred or expected to be incurred. Additionally, derivatives are used to change the characteristics of the Company's asset/liability mix consistent with the Company's risk management activities. The Company's risk of loss is typically limited to the fair value of its derivative instruments and not to the notional or contractual amounts of these derivatives. Risk arises from changes in the fair value of the underlying instruments. The Company is also exposed to credit losses in the event of nonperformance of the counterparties. The Company's current credit exposure is limited to the value of derivatives that have become favorable to the Company. This credit risk is minimized by purchasing such agreements from financial institutions with high credit ratings and by establishing and monitoring exposure limits. The Company's derivative transactions are generally documented under International Swaps and Derivatives Association, Inc. Master Agreements. Management believes that such agreements provide for legally enforceable set-off and close out netting of exposures to specific counterparties. Under such agreements, in connection with an early termination of a transaction, the Company is permitted to set off its receivable from a counterparty against its payables to the same counterparty arising out of all included transactions. The notional amounts and credit exposure of the Company's derivative financial instruments by type are as follows (in millions): December 31, 2001 2000 ------------------ ------------------ Notional amounts of derivative instruments with regard to U.S. operations Foreign currency swaps.......................................... $ 3,426.9 $ 2,745.0 Interest rate floors............................................ 3,400.0 2,450.0 Interest rate swaps............................................. 2,857.5 2,391.5 Mortgage-backed forwards and options............................ 9,250.7 1,898.3 Swaptions....................................................... 3,570.0 697.7 Bond forwards................................................... 357.4 - Interest rate lock commitments.................................. 2,565.9 - Call options.................................................... 30.0 30.0 U.S. Treasury futures........................................... 186.6 183.2 Currency forwards............................................... - 39.4 Treasury rate guarantees........................................ 88.0 60.0 Other........................................................... 25.0 - ------------------ ------------------ ------------------ ------------------ $25,758.0 $10,495.1 ================== ================== Credit exposure of derivative instruments with regard to U.S. operations Foreign currency swaps........................................... $ 41.4 $ 45.3 Interest rate floors............................................. 13.2 20.0 Interest rate swaps.............................................. 28.1 14.1 Mortgage-backed forwards and options............................. 41.7 - Swaptions........................................................ 8.7 11.8 Call options..................................................... 8.9 12.3 Currency forwards................................................ - 5.5 Other............................................................ 0.1 - ------------------- ------------------ ------------------- ------------------ $ 142.1 $ 109.0 =================== ================== 6. Derivatives Held or Issued for Purposes Other Than Trading (continued) The net interest effect of interest rate and currency swap transactions is recorded as an adjustment to net investment income or interest expense, as appropriate, over the periods covered by the agreements. The cost of derivative instruments related to residential mortgage loan servicing rights is included in the basis of the derivatives. These derivatives are marked-to-market with the changes in market value reported in operating expenses on the consolidated statements of operations. The fair value of the Company's derivative instruments, identified as hedges and classified as assets at December 31, 2001, was $283.1 million. Of this amount, the fair value of derivatives related to investment hedges was $100.8 million and was reported with other invested assets on the consolidated statement of financial position. The fair value of derivatives related to residential mortgage loan servicing rights and residential mortgage loans was $182.3 million and is reported with other assets on the consolidated statement of financial position. The fair value of derivative instruments classified as liabilities at December 31, 2001, was $449.7 million and was reported with other liabilities on the consolidated statement of financial position. Fair Value Hedges The Company uses fixed-to-floating rate interest rate swaps to more closely align the interest rate characteristics of certain assets and liabilities. In general, these swaps are used in asset and liability management to modify duration. The Company also enters into currency exchange swap agreements to convert certain foreign denominated assets and liabilities into U.S. dollar floating-rate denominated instruments to eliminate the exposure to future currency volatility on those items. In 2001, the Company recognized a pre-tax net gain of $95.5 million relating to its fair value hedges. This includes a net gain of $151.7 million related to the ineffective portion of its fair value hedges of residential mortgage loan servicing rights and a net loss of $43.6 million related to the change in the value of the servicing hedges that was excluded from the assessment of hedge effectiveness. The net gain on servicing hedges was reported with operating expenses on the consolidated statement of operations. The net gain of $95.5 million also includes a net loss of $12.6 million related to the ineffective portion of the Company's investment hedges, which was reported with net realized capital gains (losses) on the consolidated statement of operations. Cash Flow Hedges The Company also utilizes floating-to-fixed rate interest rate swaps to match cash flows. The Company enters into currency exchange swap agreements to convert both principal and interest payments of certain foreign denominated assets and liabilities into U.S. dollar denominated fixed-rate instruments to eliminate the exposure to future currency volatility on those items. In 2001, the Company recognized a $11.2 million after-tax decrease in value related to cash flow hedges in accumulated other comprehensive income. During this time period, none of the Company's cash flow hedges have been discontinued because it was probable that the original forecasted transaction would not occur by the end of the originally specified time period. The Company has not reclassified amounts from accumulated comprehensive income into earnings in the past twelve months, and it does not expect to reclassify any amounts in the next twelve months. 6. Derivatives Held or Issued for Purposes Other Than Trading (continued) In most cases, zero hedge ineffectiveness for cash flow hedges is assumed because the derivative instrument was constructed such that all terms of the derivative match the hedged risk in the hedged item. As a result, the Company has recognized an immaterial amount in earnings due to cash flow hedge ineffectiveness. The transition adjustment for the adoption of SFAS 133 resulted in a decrease to other comprehensive income of $36.9 million ($24.0 million after tax) representing the accumulation in other comprehensive income of the effective portion of the Company's cash flow hedges as of January 1, 2001. In 2001, $46.0 million ($29.9 million after tax) of loss representing the effective portion of the change in fair value of derivative instruments designated as cash flow hedges decreased accumulated other comprehensive income resulting in an ending balance of $(82.9) million ($(53.9) million after tax) at December 31, 2001. Derivatives Not Designated as Hedging Instruments The Company attempts to match the timing of when interest rates are committed on insurance products, residential mortgage loans and other new investments. However, timing differences may occur and can expose the Company to fluctuating interest rates. To offset this risk, the Company uses mortgage-backed forwards, over-the-counter options on mortgage-backed securities, U.S. Treasury futures contracts, options on Treasury futures, Treasury rate guarantees and interest rate floors to economically hedge anticipated transactions and to manage interest rate risk. Futures contracts are marked-to-market and settled daily, which minimizes the counterparty risk. Forward contracts are marked-to-market no less than quarterly. The Company's interest rate lock commitments on residential mortgage loans are also accounted for as derivatives. Occasionally, the Company will sell a callable investment-type contract and may use interest rate swaptions or similar instruments to transform the callable liability into a fixed term liability. In addition, the Company may sell an investment-type contract with attributes tied to market indices in which case the Company writes an equity call option to convert the overall contract into a fixed rate liability, essentially eliminating the equity component altogether. Although the above-mentioned derivatives are effective hedges from an economic standpoint, they do not meet the requirements for hedge accounting treatment under SFAS 133. As such, periodic changes in the market value of these instruments flow directly into net income. In 2001, gains of $68.3 million were recognized in income from market value changes of derivatives not receiving hedge accounting treatment. 7. Closed Block In connection with the 1998 MIHC formation, the Company formed a Closed Block to provide reasonable assurance to policyholders included therein that, after the formation of the MIHC, assets would be available to maintain dividends in aggregate in accordance with the 1997 policy dividend scales, if the experience underlying such scales continued. The Company's assets were allocated to the Closed Block in an amount that produces cash flows which, together with anticipated revenue from policies and contracts included in the Closed Block, were expected to be sufficient to support the Closed Block policies, including but not limited to, provisions for payment of claims, certain expenses, charges and taxes, and to provide for continuation of policy and contract dividends in aggregate in accordance with the 1997 dividend scales, if the experience underlying such scales continues, and to allow for appropriate adjustments in such scales, if such experience changes. Due to adjustable life policies being included in the Closed Block, the Closed Block is charged with amounts necessary to properly fund for certain adjustments, such as face amount and premium increases, that are made to these policies after the Closed Block inception date. These amounts are referred to as Funding Adjustment Charges and are treated as capital transfers from the Closed Block. 7. Closed Block (continued) Assets allocated to the Closed Block inure solely to the benefit of the holders of policies included in the Closed Block. Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held by the Company. The Company will continue to pay guaranteed benefits under all policies, including the policies within the Closed Block, in accordance with their terms. If the assets allocated to the Closed Block, the investment cash flows from those assets and the revenues from the policies included in the Closed Block, including investment income thereon, prove to be insufficient to pay the benefits guaranteed under the policies included in the Closed Block, the Company will be required to make such payments from its general funds. No additional policies were added to the Closed Block, nor was the Closed Block affected in any other way, as a result of the demutualization. A policyholder dividend obligation is required to be established for earnings in the Closed Block that are not available to shareholders. A model of the Closed Block was established to produce the pattern of expected earnings in the Closed Block (adjusted to eliminate the impact of related amounts in accumulated other comprehensive income). If actual cumulative earnings of the Closed Block are greater than the expected cumulative earnings of the Closed Block, only the expected cumulative earnings will be recognized in income with the excess recorded as a policyholder dividend obligation. This policyholder dividend obligation represents undistributed accumulated earnings that will be paid to Closed Block policyholders as additional policyholder dividends unless offset by future performance of the Closed Block that is less favorable than originally expected. If actual cumulative performance is less favorable than expected, only actual earnings will be recognized in income. At December 31, 2001, cumulative actual earnings, including consideration of net unrealized gains, has been less than cumulative expected earnings. Therefore, no policyholder dividend obligation has been recognized. Closed Block liabilities and assets designated to the Closed Block are as follows: December 31, 2001 2000 ------------------------- ------------------------- (in millions) Closed Block liabilities Future policy benefits and claims................. $5,248.7 $5,051.5 Other policyholder funds.......................... 20.3 4.8 Policyholder dividends payable.................... 376.6 402.2 Other liabilities................................. 11.8 22.6 ------------------------- ------------------------- ------------------------- ------------------------- Total Closed Block liabilities.................. 5,657.4 5,481.1 7. Closed Block (continued) December 31, 2001 2000 ------------------------- ------------------------- (in millions) Assets designated to the Closed Block Fixed maturities, available-for-sale.............. $2,466.3 $2,182.2 Equity securities, available-for-sale............. 23.4 - Mortgage loans.................................... 880.0 919.4 Real estate....................................... - 0.2 Policy loans...................................... 792.5 770.0 Other investments................................. 6.9 1.1 ------------------------- ------------------------- ------------------------- ------------------------- Total investments............................... 4,169.1 3,872.9 Cash and cash equivalents (deficit)............... (8.0) 22.7 Accrued investment income......................... 77.2 72.3 Deferred tax asset................................ 80.8 97.8 Premiums due and other receivables................ 33.3 33.8 ------------------------- ------------------------- ------------------------- ------------------------- Total assets designated to the Closed Block..... 4,352.4 4,099.5 ------------------------- ------------------------- ------------------------- ------------------------- Excess of Closed Block liabilities over assets designated to the Closed Block.................. 1,305.0 1,381.6 Amounts included in other comprehensive income.......................................... 43.6 27.2 ------------------------- ------------------------- ------------------------- ------------------------- Maximum future earnings to be recognized from Closed Block assets and liabilities............. $1,348.6 $1,408.8 ========================= ========================= Closed Block revenues and expenses were as follows: For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ---------------------- (in millions) Revenues Premiums and other considerations....... $ 742.1 $ 752.4 $ 764.4 Net investment income................... 311.8 289.9 269.2 Net realized capital losses............. (19.7) (4.9) (2.0) ------------------ ------------------ ---------------------- ------------------ ------------------ ---------------------- Total revenues........................ 1,034.2 1,037.4 1,031.6 Expenses Benefits, claims, and settlement expenses.............................. 614.4 601.2 614.6 Dividends to policyholders.............. 305.8 307.7 295.9 Operating expenses...................... 12.7 13.6 13.2 ------------------ ------------------ ---------------------- ------------------ ------------------ ---------------------- Total expenses........................ 932.9 922.5 923.7 ------------------ ------------------ ---------------------- ------------------ ------------------ ---------------------- Closed Block revenue, net of Closed Block expenses, before income taxes... 101.3 114.9 107.9 Income taxes............................ 33.5 38.4 37.0 ------------------ ------------------ ---------------------- ------------------ ------------------ ---------------------- Closed Block revenue, net of Closed 67.8 76.5 70.9 Block expenses and income taxes....... Funding adjustment charges.............. (7.6) (12.0) (12.2) ------------------ ------------------ ---------------------- ------------------ ------------------ ---------------------- Closed Block revenue, net of Closed $ 60.2 $ 64.5 $ 58.7 Block expenses, income tax and funding adjustment charges.................... ================== ================== ====================== 7. Closed Block (continued) The change in maximum future earnings of the Closed Block was as follows: December 31, 2001 2000 ----------------------- ------------------------- (in millions) Beginning of year.................................. $1,408.8 $1,473.3 End of year........................................ 1,348.6 1,408.8 ----------------------- ------------------------- ----------------------- ------------------------- Change in maximum future earnings.................. $ (60.2) $ (64.5) ======================= ========================= The Company charges the Closed Block with federal income taxes, payroll taxes, state and local premium taxes and other state or local taxes, licenses and fees as provided in the plan of reorganization. 8. Deferred Policy Acquisition Costs Policy acquisition costs deferred and amortized in 2001, 2000 and 1999 are as follows (in millions): December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Balance at beginning of year.................. $1,333.3 $1,430.9 $1,104.7 Cost deferred during the year................. 249.0 263.9 253.8 Amortized to expense during the year.......... (198.5) (239.2) (173.7) Effect of unrealized (gains) losses........... (61.5) (122.3) 246.1 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Balance at end of year........................ $1,322.3 $1,333.3 $1,430.9 ================== ================== ================== 9. Insurance Liabilities Contractholder Funds Major components of contractholder funds in the consolidated statements of financial position, are summarized as follows (in millions): December 31, 2001 2000 ------------------- ------------------ ------------------- ------------------ Liabilities for investment-type contracts: Guaranteed investment contracts................................ $14,123.5 $14,779.6 U.S. funding agreements........................................ 307.1 772.1 International funding agreements backing medium-term notes..... 3,298.4 2,475.3 International funding agreements............................... 723.9 - Other investment-type contracts................................ 2,272.1 2,537.0 ------------------- ------------------ Total liabilities for investment-type contracts................. 20,725.0 20,564.0 Liabilities for individual annuities............................ 2,557.6 2,442.7 Universal life and other reserves............................... 1,382.0 1,293.5 ------------------- ------------------ Total contractholder funds...................................... $24,664.6 $24,300.2 =================== ================== 9. Insurance Liabilities (continued) The Company's guaranteed investment contracts and funding agreements contain provisions limiting early surrenders, including penalties for early surrenders and minimum notice requirements. Put provisions give customers the option to terminate a contract prior to maturity, provided they give a minimum notice period. The following table presents U.S. GAAP reserves for guaranteed investment contracts and funding agreements by withdrawal provisions (in millions): December 31, 2001 ------------------ ------------------ Book Value Out (1) Puttable: Less than 30 days' put.............................. $ - 30 to 89 days' put.................................. - 90 to 180 days' put................................. - More than 180 days' put............................. 55.1 No active put provision (2)......................... - ------------------ ------------------ Total puttable........................................ 55.1 Surrenderable: Book value out without surrender charge............. 22.9 Book value out with surrender charge................ 396.3 ------------------ ------------------ Total surrenderable................................... 419.2 ------------------ ------------------ Total book value out.................................. 474.3 Market Value Out (3) Less than 30 days' notice............................. 26.9 30 to 89 days' notice................................. 281.9 90 to 180 days' notice................................ 1,133.6 More than 180 days' notice............................ 4,795.6 No active surrender provision......................... 238.5 ------------------ ------------------ Total market value out................................ Not puttable or surrenderable......................... 11,502.1 ------------------ ------------------ Total GICs and funding agreements..................... $18,452.9 ================== - ------------------ (1) Book Value Out: The amount equal to the sum of deposits less withdrawals with interest accrued at the contractual interest rate. (2) Contracts currently in initial lock-out period but which will become puttable with 90 days' notice at some time in the future. (3) Market Value Out: The amount equal to the book value out plus a market value adjustment to adjust for changes in interest rates. 9. Insurance Liabilities (continued) Funding agreements are issued to non-qualified institutional investors both in domestic and international markets. The Company has a $4.0 billion international program, under which a consolidated offshore special purpose entity was created to issue nonrecourse medium-term notes. Under the program, the proceeds of each note series issuance are used to purchase a funding agreement from the Company, which is used to secure that particular series of notes. The payment terms of any particular series of notes match the payment terms of the funding agreement that secures that series. Claims for principal and interest under those international funding agreements are afforded equal priority to claims of life insurance and annuity policyholders under insolvency provisions of Iowa Insurance Laws and, accordingly, are reported as contractholder funds liabilities in the Company's consolidated statement of financial position. In general, the medium-term note funding agreements do not give the contractholder the right to terminate prior to contractually stated maturity dates, absent the existence of certain circumstances which are largely within the Company's control. As of December 31, 2001, the contractual maturities were 2002 - $160.2 million; 2003 - $496.1 million; 2004 - $470.2 million; 2005 - $714.5 million; 2006 - $98.9 million; and thereafter - $1,358.5 million. In February 2001, the Company agreed to issue up to $3.0 billion of funding agreements under another program to support the prospective issuance by an unaffiliated entity of medium-term notes in both domestic and international markets. The unaffiliated entity is not consolidated in the Company's financial statements. The funding agreements issued to the unaffiliated entity are reported as contractholder funds liabilities in the Company's consolidated statement of financial position. As of December 31, 2001, $723.9 million has been issued under this program. Future Policy Benefits and Claims Activity in the liability for unpaid accident and health claims, which is included with future policy benefits and claims in the consolidated statements of financial position, is summarized as follows (in millions): December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Balance at beginning of year.................. $ 705.0 $ 721.7 $ 641.4 Incurred: Current year................................ 1,597.1 1,788.1 1,872.2 Prior years................................. (17.5) (17.8) (6.2) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total incurred................................ 1,579.6 1,770.3 1,866.0 Payments: Current year................................ 1,283.2 1,447.3 1,466.3 Prior years................................. 286.6 339.7 319.4 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total payments................................ 1,569.8 1,787.0 1,785.7 Balance at end of year: Current year................................ 313.9 340.8 405.9 Prior years................................. 400.9 364.2 315.8 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total balance at end of year.................. $ 714.8 $ 705.0 $ 721.7 ================== ================== ================== 9. Insurance Liabilities (continued) The activity summary in the liability for unpaid accident and health claims shows a decrease of $17.5 million, $17.8 million and $6.2 million to the December 31, 2000, 1999 and 1998 liability for unpaid accident and health claims, respectively, arising in prior years. Such liability adjustments, which affected current operations during 2001, 2000 and 1999, respectively, resulted from developed claims for prior years being different than were anticipated when the liabilities for unpaid accident and health claims were originally estimated. These trends have been considered in establishing the current year liability for unpaid accident and health claims. On September 11, 2001, terrorist attacks in the U.S. resulted in significant loss of life and property, as well as interruption of business activities and an overall disruption of the world economy. As of December 31, 2001, the Company recognized $6.7 million (net of income tax and reinsurance) in losses from individual and group life and disability insurance claims as a result of these events. 10. Debt Short-Term Debt Short-term debt consists primarily of a payable to Principal Financial Services, Inc. of $1,087.8 million and $926.9 million as of December 31, 2001 and 2000, respectively. Interest paid on intercompany debt was $39.7 million and $46.8 million during 2001 and 2000, respectively. Short-term debt also consists of outstanding balances on revolving credit facilities with various financial institutions. At December 31, 2001, the Company and certain subsidiaries had credit facilities with various financial institutions in an aggregate amount of $825.0 million. These credit facilities include $780.0 million to finance a CMBS pipeline, of which $290.6 million is outstanding at December 31, 2001, and $45.0 million of unused lines of credit for short-term debt used for general corporate purposes. The weighted average interest rates on short-term borrowings as of December 31, 2001 and 2000, were 2.46% and 7.41%, respectively. Long-Term Debt The components of long-term debt as of December 31, 2001 and December 31, 2000 are as follows (in millions): December 31, 2001 2000 ------------- ------------------ ------------- ------------------ 7.875% surplus notes payable, due 2024..... $199.0 $198.9 8% surplus notes payable, due 2044......... 99.1 99.1 Non-recourse mortgages and notes payable... 150.3 149.8 Other mortgages and notes payable.......... 169.2 224.5 ------------- ------------------ ------------- ------------------ Total long-term debt....................... $617.6 $672.3 ============= ================== The amounts included above are net of the discount and direct costs associated with issuing these notes, which are being amortized to expense over their respective terms using the interest method. 10. Debt (continued) On March 10, 1994, Principal Life issued $300.0 million of surplus notes, including $200.0 million due March 1, 2024, at a 7.875% annual interest rate and the remaining $100.0 million due March 1, 2044, at an 8% annual interest rate. No affiliates of the Company hold any portion of the notes. Each payment of interest and principal on the notes, however, may be made only with the prior approval of the Commissioner of Insurance of the State of Iowa (the "Commissioner") and only to the extent that Principal Life has sufficient surplus earnings to make such payments. For each of the years ended December 31, 2001, 2000 and 1999, interest of $23.8 million was approved by the Commissioner, paid and charged to expense. Subject to Commissioner approval, the surplus notes due March 1, 2024, may be redeemed at Principal Life's election on or after March 1, 2004, in whole or in part at a redemption price of approximately 103.6% of par. The approximate 3.6% premium is scheduled to gradually diminish over the following ten years. These surplus notes may then be redeemed on or after March 1, 2014, at a redemption price of 100% of the principal amount plus interest accrued to the date of redemption. In addition, subject to Commissioner approval, the notes due March 1, 2044, may be redeemed at Principal Life's election on or after March 1, 2014, in whole or in part at a redemption price of approximately 102.3% of par. The approximate 2.3% premium is scheduled to gradually diminish over the following ten years. These notes may be redeemed on or after March 1, 2024, at a redemption price of 100% of the principal amount plus interest accrued to the date of redemption. The mortgages and other notes payable are financings for real estate developments. The Company has obtained loans with various lenders to finance these developments. Outstanding principal balances as of December 31, 2001, range from $0.1 million to $101.9 million per development with interest rates generally ranging from 7.2% to 8.6%. Outstanding principal balances as of December 31, 2000, range from $0.5 million to $102.8 million per development with interest rates generally ranging from 6.9% to 8.6%. At December 31, 2001, future annual maturities of the long-term debt are as follows (in millions): 2002................................................. $165.1 2003................................................. 5.6 2004................................................. 2.4 2005................................................. 2.6 2006................................................. 2.8 Thereafter........................................... 439.1 ------------------- ------------------- Total future maturities of the long-term debt........ $617.6 ================== Cash paid for interest for 2001, 2000 and 1999, was $43.9 million, $42.0 million and $95.5 million, respectively. These amounts include interest paid on taxes during these years. 11. Income Taxes The Company's income tax expense (benefit) is as follows (in millions): For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Current income taxes: Federal..................................... $ 30.0 $195.2 $ 84.1 State and foreign........................... 30.0 12.2 12.6 Net realized capital gains (losses)......... (210.1) 29.6 162.3 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total current income taxes (benefit).......... (150.1) 237.0 259.0 Deferred income taxes......................... 242.5 11.8 64.5 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Total income taxes............................ $ 92.4 $248.8 $323.5 ================== ================== ================== The Company's provision for income taxes may not have the customary relationship of taxes to income. Differences between the prevailing corporate income tax rate of 35% times the pre-tax income and the Company's effective tax rate on pre-tax income are generally due to inherent differences between income for financial reporting purposes and income for tax purposes, and the establishment of adequate provisions for any challenges of the tax filings and tax payments to the various taxing jurisdictions. A reconciliation between the corporate income tax rate and the effective tax rate is as follows: For the year ended December 31, 2001 2000 1999 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Statutory corporate tax rate.................. 35% 35% 35% Dividends received deduction.................. (13) (5) (3) Interest exclusion from taxable income........ (3) (1) - Other......................................... 1 (1) (3) ------------------ ------------------ ------------------ Effective tax rate............................ 20% 28% 29% ================== ================== ================== Significant components of the Company's net deferred income taxes are as follows (in millions): December 31, 2001 2000 ------------------- ------------------ ------------------- ------------------ Deferred income tax assets (liabilities): Insurance liabilities.......................................... $ 131.6 $ 181.1 Deferred policy acquisition costs.............................. (373.1) (360.1) Net unrealized gains on available for sale securities.......... (202.0) (59.1) Mortgage loan servicing rights................................. (355.2) (206.3) Other.......................................................... 16.0 52.3 ------------------- ------------------ ------------------- ------------------ Total deferred income tax liabilities............................ $(782.7) $(392.1) =================== ================== At December 31, 2001, the Company's net deferred tax liability was $782.7 million. There were no international net deferred tax assets in 2001. At December 31, 2000, the Company's net deferred tax liability was comprised of international net deferred tax assets of $6.9 million, which have been included in other assets, and $399.0 million of U.S. net deferred tax liabilities. The net deferred tax liabilities were included in deferred income taxes in the consolidated statements of financial position. 11. Income Taxes (continued) The Internal Revenue Service (the "Service") has completed examination of the U.S. consolidated federal income tax returns of the Company and affiliated companies for 1996 and prior years. The Service has also begun to examine returns for 1997 and 1998. The Company believes that there are adequate defenses against or sufficient provisions for any challenges. Undistributed earnings of certain foreign subsidiaries are considered indefinitely reinvested by the Company. A tax liability will be recognized when the Company expects distribution of earnings in the form of dividends, sale of the investment or otherwise. Cash paid for income taxes was $69.3 million in 2001, $131.9 million in 2000 and $275.6 million in 1999. 12. Employee and Agent Benefits The Company has defined benefit pension plans covering substantially all of its employees and certain agents. Some of these plans provide supplemental pension benefits to employees with salaries and/or pension benefits in excess of the qualified plan limits imposed by federal tax law. The employees and agents are generally first eligible for the pension plans when they reach age 21. For plan participants employed prior to January 1, 2002, the pension benefits are based on the greater of a final average pay benefit or a cash balance benefit. The final average pay benefit is based on the years of service and generally the employee's or agent's average annual compensation during the last five years of employment. Partial benefit accrual of final average pay benefits is recognized from first eligibility until retirement based on attained service divided by potential service to age 65 with a minimum of 35 years of potential service. The cash balance portion of the plan will start on January 1, 2002. An employee's account will be credited with an amount based on the employee's salary, age and service. These credits will accrue with interest. For plan participants hired on and after January 1, 2002, only the cash balance plan applies. The Company's policy is to fund the cost of providing pension benefits in the years that the employees and agents are providing service to the Company. The Company's funding policy for all plans is to deposit the U.S. GAAP-related net periodic pension cost using long-term assumptions, unless the U.S. GAAP funded status is positive, in which case no deposit is made. Prior to 2001, the Company's funding policy was to deposit an amount within the range of U.S. GAAP net periodic pension cost and the sum of the actuarial normal cost and any change in the unfunded accrued liability over a 30-year period as a percentage of compensation. As a result of Principal Mutual Holding Company's demutualization, the qualified defined benefit pension plan received $56.7 million in compensation which will be amortized over the remaining service period of plan participants. The Company also provides certain health care, life insurance and long-term care benefits for retired employees. Retiree health benefits are provided for employees hired prior to January 1, 2002, while retiree long-term care benefits are provided for employees whose retirement was effective prior to July 1, 2000. Covered employees are first eligible for these postretirement benefits when they reach age 57 and have completed ten years of service with the Company. Partial benefit accrual of these health, life and long-term care benefits is recognized from the employee's date of hire until retirement based on attained service divided by potential service to age 65 with a minimum of 35 years of potential service. The Company's policy is to fund the cost of providing retiree benefits in the years that the employees are providing service to the Company. The Company's funding policy for all plans is to deposit the U.S. GAAP-related net periodic postretirement benefit cost using long-term assumptions unless the U.S. GAAP funded status is 12. Employee and Agent Benefits (continued) positive, in which case no deposit is made. Prior to 2001, the Company's funding policy was to deposit an amount within the range of U.S. GAAP net periodic postretirement cost and the sum of the actuarial normal cost and any change in the unfunded accrued liability over a 30-year period as a percentage of compensation. As a result of Principal Mutual Holding Company's demutualization, the postretirement benefit plans received $11.3 million in compensation, which will be used to pay benefit claims and participant contributions, with the remainder to be amortized over the remaining service period of plan participants. The plans' combined funded status, reconciled to amounts recognized in the consolidated statements of financial position and consolidated statements of operations, is as follows (dollars in millions): Pension benefits Other postretirement benefits ------------------------------ ------------------------------ ------------------------------ ------------------------------ December 31, December 31, 2001 2000 2001 2000 --------------- -------------- -------------- --------------- Change in benefit obligation Benefit obligation at beginning of year.. $ (797.3) $ (732.5) $(221.8) $(227.9) Service cost............................. (31.2) (35.0) (8.3) (10.4) Interest cost............................ (59.3) (57.5) (15.6) (19.0) Actuarial gain (loss).................... (42.0) (2.7) (25.7) 3.7 Benefits paid............................ 31.7 30.4 9.6 - Other.................................... 42.1 - 30.7 31.8 --------------- -------------- -------------- --------------- Benefit obligation at end of year........ $ (856.0) $ (797.3) $(231.1) $(221.8) =============== ============== ============== =============== Change in plan assets Fair value of plan assets at beginning of year................................... $1,115.4 $1,059.8 $ 359.8 $ 345.5 Actual return (loss) on plan assets...... (15.7) 75.1 5.6 13.7 Employer contribution.................... 9.0 10.9 1.4 18.6 Benefits paid............................ (31.7) (30.4) (4.4) (18.0) Other.................................... (124.5) - - - --------------- -------------- -------------- --------------- Fair value of plan assets at end of year. $ 952.5 $1,115.4 $362.4 $ 359.8 =============== ============== ============== =============== Funded status............................ $ 96.5 $ 318.1 $131.3 $ 138.0 Unrecognized net actuarial gain.......... (65.3) (194.2) (0.6) (19.4) Unrecognized prior service (cost) benefit 7.6 9.2 (28.2) (29.8) Unamortized transition obligation (asset) (2.7) (14.2) - 0.3 --------------- -------------- -------------- --------------- --------------- -------------- -------------- --------------- Other assets - prepaid benefit cost...... $ 36.1 $ 118.9 $102.5 $ 89.1 =============== ============== ============== =============== =============== ============== ============== =============== Weighted-average assumptions as of December 31 Discount rate............................ 7.50% 8.00% 7.50% 8.00% 12. Employee and Agent Benefits (continued) Pension benefits Other postretirement benefits ------------------------------ ------------------------------ ------------------------------ ------------------------------ December 31, December 31, 2001 2000 2001 2000 --------------- -------------- --------------- -------------- Components of net periodic benefit cost Service cost............................. $ 31.2 $ 35.0 $ 8.3 $ 10.4 Interest cost............................ 59.3 57.5 15.6 19.0 Expected return on plan assets........... (99.2) (81.3) (32.3) (25.1) Amortization of prior service (cost) benefit................................ 1.7 1.7 (2.6) - Amortization of transition (asset) obligation............................. (11.5) (11.5) 0.3 2.3 Recognized net actuarial gain............ (14.1) (12.5) (1.3) (1.1) --------------- -------------- -------------- --------------- --------------- -------------- -------------- --------------- Net periodic benefit cost (income)....... $ (32.6) $ (11.1) $ (12.0) $ 5.5 =============== ============== ============== =============== Effective January 1, 2000, the Company amended the method of determining postretirement health benefit plan contributions and terminated long-term care coverage for participants retiring on and subsequent to July 1, 2000. The result of these amendments decreased the postretirement benefit obligation by $31.8 million and was partially offset by the remaining portion of the original transition obligation. During 2001, the Company reclassified assets supporting non-qualified pension plan liabilities through a reduction in contractholder funds and an increase in invested assets. For 2001 and 2000, the expected long-term rates of return on plan assets for pension benefits were 9.0% and 8.1%, respectively, on a pre-tax basis. The assumed rate of increase in future compensation levels varies by age for both the qualified and non-qualified pension plans. For 2001 and 2000, the expected long-term rates of return on plan assets for other post-retirement benefits varied by benefit type and employee group and ranged from 7.8% to 9.3% and 8.0% to 8.1%, respectively, on a pre-tax basis. The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligations starts at 9% in 2001 and declines to an ultimate rate of 6% in 2011. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects (in millions): 1-percentage-point 1-percentage-point increase decrease ------------------- ------------------- Effect on total of service and interest cost components....... $ 5.3 $ (6.0) Effect on accumulated postretirement benefit obligation....... 50.1 (40.2) In addition, the Company has defined contribution plans that are generally available to all employees and agents who are age 21 or older. Eligible participants may contribute up to 20% of their compensation. The Company matches the participant's contribution at a 50% contribution rate up to a maximum Company contribution of 3% of the participant's compensation in 2001 and 2000, and 2% of the participant's compensation in 1999. The defined contribution plan allows employees to choose among various investment options, including PFG's common stock. The Company contributed $17.9 million in 2001, $16.0 million in 2000 and $11.0 million in 1999 to these defined contribution plans. 12. Employee and Agent Benefits (continued) As a result of the Principal Mutual Holding Company's demutualization, the defined contribution plans received $19.7 million in compensation, which was allocated to participant accounts. 13. Commitments and Contingencies Leases The Company, as a lessor, leases industrial, office, retail and other investment real estate properties under various operating leases. Rental income for all operating leases totaled $178.4 million in 2001, $292.5 million in 2000 and $356.8 million in 1999. At December 31, 2001, future minimum annual rental commitments under these noncancelable operating leases are as follows (in millions): Held for Held for Total rental sale investment commitments ------------------ ----------------- --------------------- ------------------ ----------------- --------------------- 2002....................................... $ 51.9 $ 72.3 $124.2 2003....................................... 49.5 60.0 109.5 2004....................................... 46.5 49.0 95.5 2005....................................... 40.3 38.5 78.8 2006....................................... 36.7 25.7 62.4 Thereafter................................. 202.3 57.7 260.0 ------------------ ----------------- --------------------- ------------------ ----------------- --------------------- Total future minimum lease receipts........ $427.2 $303.2 $730.4 ================== ================= ===================== The Company, as a lessee, leases office space, data processing equipment, corporate aircraft and office furniture and equipment under various operating leases. Rental expense for all operating leases totaled $57.9 million in 2001, $66.3 million in 2000 and $78.5 million in 1999. At December 31, 2001, future minimum annual rental commitments under these noncancelable operating leases are as follows (in millions): 2002.............................................................................. $ 44.0 2003.............................................................................. 34.8 2004.............................................................................. 22.9 2005.............................................................................. 11.1 2006.............................................................................. 7.9 Thereafter........................................................................ 15.4 ------------------- 136.1 Less future sublease rental income on these noncancelable leases.................. 0.5 ------------------- Total future minimum lease payments............................................... $135.6 =================== Litigation The Company is a plaintiff or defendant in actions arising out of its operations. The Company is, from time to time, also involved in various governmental and administrative proceedings. While the outcome of any pending or future litigation cannot be predicted, management does not believe that any pending litigation will have a material adverse effect on the Company's business, financial condition or results of operations. However, no assurances can be given that such litigation would not materially and adversely affect the Company's business, financial condition or results of operations. 13. Commitments and Contingencies (continued) Other companies in the life insurance industry have historically been subject to substantial litigation resulting from claims disputes and other matters. Most recently, such companies have faced extensive claims, including class-action lawsuits, alleging improper life insurance sales practices. Negotiated settlements of such class-action lawsuits have had a material adverse effect on the business, financial condition and results of operations of certain of these companies. The Company is currently a defendant in two class-action lawsuits which allege improper sales practices. In 2000, the Company reached an agreement in principle to settle these two class-action lawsuits alleging improper sales practices. In April 2001, the proposed settlement of the class-action lawsuits received court approval. In agreeing to the settlement, the Company specifically denied any wrongdoing. The Company has accrued a loss reserve for its best estimate based on information available. As uncertainties continue to exist in resolving this matter, it is reasonably possible that, as the actual cost of the claims subject to alternative dispute resolution becomes available, the final cost of settlement could exceed the Company's estimate. The range of any additional cost related to the settlement cannot be presently estimated; however, the Company believes the settlement will not have a material impact on its business, financial condition or results of operations. A number of persons and entities who were eligible to be class members have excluded themselves from the class (or "opted out"), as the law permits them to do. The Company has been notified that some of those who opted out from the class will file lawsuits and make claims similar to those addressed by the settlement. Some of these lawsuits are presently on file. Insurance Guaranty Assessments The Company is also subject to insurance guaranty laws in the states in which it writes business. These laws provide for assessments against life and health insurance companies for the benefit of policyholders and claimants in the event of insolvency of other life and health insurance companies. The assessments may be partially recovered through a reduction in future premium taxes in some states. The Company believes such assessments in excess of amounts accrued would not materially affect its financial condition or results of operations. Securities Held for Collateral The Company held $759.9 million in mortgage-backed securities in trust at December 31, 2001, to satisfy collateral requirements associated with the Company's mortgage banking segment and derivatives credit support agreements. 14. Stockholder's Equity Common Stock The Company has one class of common stock ($.01 par value, 5.0 million shares authorized, 2.5 million issued and outstanding) wholly owned indirectly by PFG. Treasury Stock As a result of the demutualization, the Company's ultimate parent, PFG, issued 363.7 thousand shares of its common stock with a value of $6.7 million to rabbi trusts held by the Company for certain benefit plans. These shares were reported as treasury stock and additional paid-in capital in the consolidated statement of stockholder's equity at December 31, 2001. 14. Stockholder's Equity (continued) Other Comprehensive Income Comprehensive income (loss) includes all changes in stockholder's equity during a period except those resulting from investments by stockholders and distributions to stockholders. The components of accumulated other comprehensive income are as follows (in millions): Net Net unrealized unrealized gains (losses) gains(losses) Foreign on on currency Accumulated other available-for-sale derivative translation comprehensive securities instruments adjustment income (loss) ----------------- -------------------------------------------------- ----------------- -------------------------------------------------- Balances at January 1, 1999....... $ 742.3 $ 3.6 $(28.9) $ 717.0 Net change in unrealized gains (losses) on fixed maturities, available-for-sale.............. (1,375.1) - - (1,375.1) Net change in unrealized gains (losses) on equity securities, available-for-sale, including seed money in separate accounts. (131.7) - - (131.7) Adjustments for assumed changes in amortization pattern: Deferred policy acquisition costs....................... 246.1 - - 246.1 Unearned revenue reserves..... (29.5) - - (29.5) Net change in unrealized gains/ (losses) on derivative instruments..................... - (11.0) - (11.0) Provision for deferred income tax benefit......................... 449.2 3.9 - 453.1 Change in net foreign currency translation adjustment.......... - - (31.1) (31.1) ----------------- -------------------------------------------------- ----------------- -------------------------------------------------- Balances at December 31, 1999..... (98.7) (3.5) (60.0) (162.2) Net change in unrealized gains (losses) on fixed maturities, available-for-sale.............. 722.0 - - 722.0 Net change in unrealized gains (losses) on equity securities, available-for-sale, including seed money in separate accounts. (268.6) - - (268.6) Adjustments for assumed changes in amortization pattern: Deferred policy acquisition costs....................... (122.6) - - (122.6) Unearned revenue reserves..... 15.2 - - 15.2 Net change in unrealized gains/ (losses) on derivative instruments..................... - (1.3) - (1.3) Provision for deferred income tax benefit......................... (121.9) 0.5 - (121.4) Change in net foreign currency translation adjustment.......... - - 27.0 27.0 -------------------------------- --------------- ------------------ -------------------------------- --------------- ------------------ Balances at December 31, 2000..... 125.4 (4.3) (33.0) 88.1 14. Stockholder's Equity (continued) Net Net unrealized unrealized gains (losses) gains(losses) Foreign on on currency Accumulated other available-for-sale derivative translation comprehensive securities instruments adjustment income (loss) ----------------- -------------------------------------------------- ----------------- -------------------------------------------------- Balances at December 31, 2000..... $ 125.4 $ (4.3) $(33.0) $ 88.1 Net change in unrealized gains (losses) on fixed maturities, available-for-sale.............. 510.7 - - 510.7 Net change in unrealized gains (losses) on equity securities, available-for-sale, including seed money in separate accounts. (2.5) - - (2.5) Adjustments for assumed changes in amortization pattern: Deferred policy acquisition costs....................... (61.3) - - (61.3) Unearned revenue reserves..... 4.3 - - 4.3 Net change in unrealized gains (losses) on derivative instruments..................... - (46.0) - (46.0) Dividends to parent............... (1.3) - 11.1 9.8 Provision for deferred income tax benefit......................... (160.5) 16.1 - (144.4) Change in net foreign currency translation adjustment.......... - - 23.9 23.9 Cumulative effect of accounting change, net of related income taxes........................... 20.9 (24.0) (11.1) (14.2) ----------------- -------------------------------------------------- ----------------- -------------------------------------------------- Balances at December 31, 2001..... $ 435.7 $(58.2) $ (9.1) $ 368.4 ================= ================================================== The following table sets forth the adjustments necessary to avoid duplication of items that are included as part of net income for a year that had been part of other comprehensive income in prior years (in millions): December 31, 2001 2000 1999 --------------- -------------- --------------- --------------- -------------- --------------- Unrealized gains (losses) on available-for-sale $491.2 $252.6 $(1,037.9) securities arising during the year............. Adjustment for realized gains (losses) on available-for-sale securities included in net income........................................... (234.8) (29.4) 189.9 --------------- -------------- --------------- --------------- -------------- --------------- Unrealized gains (losses) on available-for-sale $256.4 $223.2 $ (848.0) securities, as adjusted........................... =============== ============== =============== The above table is presented net of tax, related changes in the amortization patterns of deferred policy acquisition costs and unearned revenue reserves. 14. Stockholder's Equity (continued) Dividend Limitations Under Iowa law, Principal Life may pay stockholder dividends only from the earned surplus arising from its business and must receive the prior approval of the Commissioner to pay a stockholder dividend if such a stockholder dividend would exceed certain statutory limitations. The current statutory limitation is the greater of 10% of Principal Life's policyholder surplus as of the preceding year-end or the net gain from operations from the previous calendar year. Based on this limitation and 2001 statutory results, Principal Life could pay approximately $640.3 million in stockholder dividends in 2002 without exceeding the statutory limitation. In 2001 and 2000, Principal Life notified the Commissioner in advance of all stockholder dividend payments. Total stockholder dividends paid to its parent company in 2001 and 2000 were $734.7 million and $538.8 million, respectively. In 1999, Principal Life notified the Commissioner in advance of all stockholder dividend payments and received approval for an extraordinary stockholder dividend of $250.0 million. Total stockholder dividends paid to its parent company in 1999 were $509.0 million. 15. Fair Value of Financial Instruments The following discussion describes the methods and assumptions utilized by the Company in estimating its fair value disclosures for financial instruments. Certain financial instruments, particularly policyholder liabilities other than investment-type contracts, are excluded from these fair value disclosure requirements. The techniques utilized in estimating the fair values of financial instruments are affected by the assumptions used, including discount rates and estimates of the amount and timing of future cash flows. Care should be exercised in deriving conclusions about the Company's business, its value or financial position based on the fair value information of financial instruments presented below. The estimates shown are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of the Company's financial instruments. The Company defines fair value as the quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. The fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of timing, amount of expected future cash flows and the credit standing of counterparties. Such estimates do not consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial instrument. Fair values of public debt and equity securities have been determined by the Company from public quotations, when available. Private placement securities and other fixed maturities and equity securities are valued by discounting the expected total cash flows. Market rates used are applicable to the yield, credit quality and average maturity of each security. Fair values of commercial mortgage loans are determined by discounting the expected total cash flows using market rates that are applicable to the yield, credit quality and maturity of each loan. Fair values of residential mortgage loans are determined by a pricing and servicing model using market rates that are applicable to the yield, rate structure, credit quality, size and maturity of each loan. 15. Fair Value of Financial Instruments (continued) The fair values for assets classified as policy loans, other investments excluding equity investments in subsidiaries, cash and cash equivalents and accrued investment income in the accompanying consolidated statements of financial position approximate their carrying amounts. Mortgage loan servicing rights represent the present value of estimated future net revenues from contractually specified servicing fees. The fair value was estimated with a valuation model using an internal prepayment model and discounted at a spread to London Inter-Bank Offer Rates. The fair values of the Company's reserves and liabilities for investment-type insurance contracts (insurance, annuity and other policy contracts that do not involve significant mortality or morbidity risk and that are only a portion of the policyholder liabilities appearing in the consolidated statements of financial position) are estimated using discounted cash flow analyses (based on current interest rates being offered for similar contracts with maturities consistent with those remaining for the investment-type contracts being valued). The fair values for the Company's insurance contracts (insurance, annuity and other policy contracts that do involve significant mortality or morbidity risk), other than investment-type contracts, are not required to be disclosed. The Company does consider, however, the various insurance and investment risks in choosing investments for both insurance and investment-type contracts. Fair values for debt issues are estimated using discounted cash flow analysis based on the Company's incremental borrowing rate for similar borrowing arrangements. The carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2001 and 2000, are as follows (in millions): 2001 2000 ---------------------------------- --------------------------------- ---------------- ----------------- ---------------- ---------------- Carrying amount Fair Carrying amount Fair value value ---------------- ----------------- ---------------- ---------------- ---------------- ----------------- ---------------- ---------------- Assets (liabilities) Fixed maturities , available-for- sale (see Note 4)............... $29,007.4 $29,007.4 $26,142.1 $26,142.1 Fixed maturities, trading (see Note 4)......................... 17.8 17.8 - - Equity securities, available-for- sale (see Note 4)............... 798.7 798.7 710.3 710.3 Mortgage loans.................... 10,884.6 11,164.6 11,325.8 11,575.0 Policy loans...................... 831.9 831.9 803.6 803.6 Other investments................. 426.5 426.5 413.0 413.0 Cash and cash equivalents......... 1,077.7 1,077.7 998.6 998.6 Accrued investment income......... 593.5 593.5 530.4 530.4 Mortgage loan servicing rights.... 1,778.5 1,811.0 1,084.4 1,193.5 Investment-type insurance contracts....................... (23,286.8) (23,642.4) (22,818.6) (22,688.9) Short-term debt................... (1,378.4) (1,378.4) (1,339.9) (1,339.9) Long-term debt.................... (617.6) (613.7) (672.3) (649.8) 16. Statutory Insurance Financial Information Principal Life prepares statutory financial statements in accordance with the accounting practices prescribed or permitted by the Insurance Division of the Department of Commerce of the State of Iowa (the "State of Iowa"). Currently "prescribed" statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners ("NAIC") as well as state laws, regulations and general administrative rules. "Permitted" statutory accounting practices encompass all accounting practices not so prescribed. The impact of any permitted accounting practices on statutory surplus is not material. The accounting practices used to prepare statutory financial statements for regulatory filings differ in certain instances from U.S. GAAP. Prescribed or permitted statutory accounting practices are used by state insurance departments to regulate Principal Life. The NAIC revised the Accounting Practices and Procedures Manual in a process referred to as Codification. The revised manual was effective January 1, 2001. The State of Iowa adopted the provisions of the revised manual without modification. The revised manual has changed, to some extent, prescribed statutory accounting practices and has resulted in changes to the accounting practices that Principal Life uses to prepare its statutory-basis financial statements. The net impact of these changes to Principal Life's statutory-basis capital and surplus as of January 1, 2001, was not significant. Statutory net income and statutory surplus of Principal Life are as follows (in millions): As of or for the year ended December 31, 2001 2000 1999 -------------- ----------------- ----------------- -------------- ----------------- ----------------- Statutory net income.......$ 415.0 $ 912.0 $ 713.7 Statutory surplus.......... 3,483.8 3,356.4 3,151.9 Life and health insurance companies are subject to certain risk-based capital ("RBC") requirements as specified by the NAIC. Under those requirements, the amount of capital and surplus maintained by a life and health insurance company is to be determined based on the various risk factors related to it. At December 31, 2001, Principal Life meets the RBC requirements. 17. Segment Information The Company provides financial products and services through the following segments: U.S. Asset Management and Accumulation, Life and Health Insurance and Mortgage Banking. In addition, there is a Corporate and Other segment. The segments are managed and reported separately because they provide different products and services, have different strategies or have different markets and distribution channels. The U.S. Asset Management and Accumulation segment provides retirement and related financial products and services primarily to businesses, their employees and other individuals and provides asset management services to the Company's asset accumulation business, the life and health insurance operations and third-party clients. The Life and Health insurance segment provides individual life and disability insurance to the owners and employees of businesses and other individuals in the U.S. and provides group life and health insurance to businesses in the U.S. 17. Segment Information (continued) The Mortgage Banking segment originates and services residential mortgage loan products for customers primarily in the U.S. The Corporate and Other segment manages the assets representing capital that has not been allocated to any other segment. Financial results of the Corporate and Other segment primarily reflect financing activities for the Company, income on capital not allocated to other segments, intersegment eliminations and non-recurring or other income or expenses not allocated to the segments based on review of the nature of such items. This segment also includes international operations that offer retirement products and services, annuities, mutual funds and life insurance through subsidiaries in Argentina, Chile, Mexico and Hong Kong. Over the past two years, the Company disposed of, distributed or dividended essentially all of its international operations to its parent, PFSI, described further in Note 3. The Corporate and Other segment includes an equity ownership interest in Coventry Health Care, Inc. The ownership interest was initiated through a transaction in 1998, described further in Note 3. The Corporate and Other segment's equity in earnings of Coventry Health Care, Inc., which was included in net investment income, was $19.8 million and $20.0 million for the years ended December 31, 2001 and 2000, respectively. The Company evaluates segment performance on segment operating earnings, which excludes the effect of net realized capital gains and losses, as adjusted, and non-recurring events and transactions. Net realized capital gains, as adjusted, are net of tax, related changes in the amortization pattern of deferred policy acquisition costs, recognition of front-end fee revenues for sales charges on pension products and services, net realized capital gains credited to customers and certain market value adjustments to fee revenues. Segment operating revenues exclude net realized capital gains and their impact on recognition of front-end fee revenues. Segment operating earnings is determined by adjusting U.S. GAAP net income for net realized capital gains and losses, as adjusted, and non-recurring items which management believes are not indicative of overall operating trends. While these items may be significant components in understanding and assessing the consolidated financial performance, management believes the presentation of segment operating earnings enhances the understanding of the Company's results of operations by highlighting earnings attributable to the normal, recurring operations of the business. However, segment operating earnings are not a substitute for net income determined in accordance with U.S. GAAP. In 2001, the Company excluded $31.1 million of non-recurring items, net of tax, from net income for the presentation of operating earnings. The non-recurring items included (1) the negative effects of (a) expenses related to the demutualization; (b) a cumulative effect of change in accounting principle related to the implementation of SFAS 133; and (c) an increase to a loss contingency reserve for sales practices litigation; and (2) the positive effect of investment income generated from the proceeds of the IPO. In 2000, the Company excluded $101.0 million of non-recurring items, net of tax, from net income for the presentation of operating earnings. The non-recurring items included the negative effects of (a) a loss contingency reserve established for sales practices litigation; and (b) expenses related to the development of a plan of demutualization. The accounting policies of the segments are similar to those as described in Note 1, with the exception of capital allocation. The Company allocates capital to its segments based upon an internal capital model that allows management to more effectively manage the Company's capital. 17. Segment Information (continued) The following table summarizes selected financial information by segment as of, or for the year ended, December 31 and reconciles segment totals to those reported in the consolidated financial statements (in millions): U.S. Asset Life and Management and Health Mortgage Corporate Accumulation Insurance Banking and Other Consolidated ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- 2001 Revenues: Operating revenues........ $ 3,712.2 $ 3,946.4 $ 714.4 $ 142.8 $ 8,515.8 Net realized capital losses.................. (248.6) (62.2) - (181.9) (492.7) Plus recognition of front-end fee revenues.. 1.5 - - - 1.5 Less capital gains distributed as market value adjustment........ (14.9) - - - (14.9) Plus investment income generated from IPO proceeds................ - - - 6.3 6.3 ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- Revenues.................... $ 3,450.2 $ 3,884.2 $ 714.4 $ (32.8) $ 8,016.0 ================ ========================== ============== =============== ================ ========================== ============== =============== Net income: Operating earnings (loss). $ 349.0 $ 201.2 $ 99.6 $ 56.9 $ 706.7 Net realized capital losses, as adjusted..... (164.7) (33.8) - (110.0) (308.5) Non-recurring items....... (10.8) 0.1 - (20.4) (31.1) ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- Net income (loss)........... $ 173.5 $ 167.5 $ 99.6 $ (73.5) $ 367.1 ================ ========================== ============== =============== ================ ========================== ============== =============== Assets...................... $68,507.0 $10,776.2 $2,718.8 $1,568.6 $83,570.6 ================ ========================== ============== =============== ================ ========================== ============== =============== Other segment data: Revenues from external customers............... $ 3,416.9 $ 3,888.3 $ 714.4 $ (3.6) $ 8,016.0 Intersegment revenues..... 33.3 (4.1) - (29.2) - Interest expense.......... 3.3 0.8 - 19.9 24.0 Income tax expense (benefit)............... (8.9) 86.2 62.5 (47.4) 92.4 Amortization of goodwill and other intangibles... 3.4 4.1 0.8 (0.5) 7.8 17. Segment Information (continued) U.S. Asset Life and Management and Health Mortgage Corporate Accumulation Insurance Banking and Other Consolidated ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- 2000 Revenues: Operating revenues........ $ 3,431.6 $ 4,122.6 $ 359.4 $ 344.8 $ 8,258.4 Net realized capital gains (losses)................ (53.8) 70.8 - 134.8 151.8 Plus recognition of front-end fee revenues.. 0.9 - - - 0.9 ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- Revenues.................... $ 3,378.7 $ 4,193.4 $ 359.4 $ 479.6 $ 8,411.1 ================ ========================== ============== =============== ================ ========================== ============== =============== Net income: Operating earnings 162.3 49.8 (loss).................. $ 349.0 $ $ $ 80.6 $ 641.7 Net realized capital gains (losses), as adjusted... (35.9) 47.3 - 89.5 100.9 Non-recurring items....... - - - (101.0) (101.0) ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- Net income (loss)........... $ 313.1 $ 209.6 $ 49.8 $ 69.1 $ 641.6 ================ ========================== ============== =============== ================ ========================== ============== =============== Assets...................... $65,756.3 $10,569.0 $1,556.3 $2,521.3 $80,402.9 ================ ========================== ============== =============== ================ ========================== ============== =============== Other segment data: Revenues from external customers............... $ 3,349.6 $ 4,196.9 $ 359.4 $ 505.2 $ 8,411.1 Intersegment revenues..... 29.0 (3.5) - (25.5) - Interest expense.......... 7.0 2.5 - (12.2) (2.7) Income tax expense........ 97.5 104.7 26.9 19.7 248.8 Amortization of goodwill and other intangibles... 1.0 7.7 0.8 2.2 11.7 17. Segment Information (continued) U.S. Asset Life and Management and Health Mortgage Corporate Accumulation Insurance Banking and Other Consolidated ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- 1999 Revenues: Operating revenues........ $ 3,404.5 $ 3,985.5 $ 398.3 $ 322.1 $ 8,110.4 Net realized capital gains (losses)................ (58.0) 16.0 - 498.6 456.6 Less recognition of front-end fee revenues.. (1.0) - - - (1.0) ---------------- -------------------------- -------------- --------------- ---------------- -------------------------- -------------- --------------- Revenues.................... $ 3,345.5 $ 4,001.5 $ 398.3 $ 820.7 $ 8,566.0 ================ ========================== ============== =============== ================ ========================== ============== =============== Net income: Operating earnings 90.7 56.8 (loss).................. $ 352.5 $ $ $ (10.7) $ 489.3 Net realized capital gains (losses), as adjusted... (35.4) 10.1 - 345.7 320.4 ---------------- -------------------------- -------------- --------------- Net income (loss)........... $ 317.1 $ 100.8 $ 56.8 $ 335.0 $ 809.7 ================ ========================== ============== =============== ================ ========================== ============== =============== Assets...................... $65,058.5 $10,070.8 $1,737.7 $2,570.1 $79,437.1 ================ ========================== ============== =============== ================ ========================== ============== =============== Other segment data: Revenues from external customers............... $ 3,316.7 $ 4,007.9 $ 398.3 $ 843.1 $ 8,566.0 Intersegment revenues..... 28.7 (6.4) - (22.3) - Interest expense.......... 2.1 (0.4) - 28.6 30.3 Income tax expense (benefit)............... 123.7 18.1 30.7 151.0 323.5 Amortization of goodwill and other intangibles... 1.0 4.0 0.8 0.7 6.5 The Company operates in the U.S. and in selected markets internationally (including Chile, Mexico, Argentina and Hong Kong). The following table summarizes selected financial information by geographic location as of or for the year ended December 31 (in millions): Long-lived Revenues assets Assets Net income (loss) ----------------- -------------------------------------- ------------------ ----------------- -------------------------------------- ------------------ 2001 U.S......................... $8,021.2 $552.8 $83,570.6 $388.7 International............... (5.2) - - (21.6) ----------------- -------------------------------------- ------------------ ----------------- -------------------------------------- ------------------ Total....................... $8,016.0 $552.8 $83,570.6 $367.1 ================= ====================================== ================== ================= ====================================== ================== 2000 U.S......................... $8,174.2 $518.2 $79,719.1 $658.5 International............... 236.9 47.1 683.8 (16.9) ----------------- -------------------------------------- ------------------ ----------------- -------------------------------------- ------------------ Total....................... $8,411.1 $565.3 $80,402.9 $641.6 ================= ====================================== ================== ================= ====================================== ================== 1999 U.S......................... $8,293.8 $505.5 $78,087.3 $834.3 International............... 272.2 104.9 1,349.8 (24.6) ----------------- -------------------------------------- ------------------ ----------------- -------------------------------------- ------------------ Total....................... $8,566.0 $610.4 $79,437.1 $809.7 ================= ====================================== ================== 17. Segment Information (continued) Long-lived assets include property and equipment and goodwill and other intangibles. The Company's operations are not materially dependent on one or a few customers, brokers or agents, and revenues, assets and operating earnings are attributed to geographic location based on the country of domicile the sales originate from. 18. Stock Compensation Plans On May 21, 2001, PFG approved and adopted the Stock Incentive Plan, Board of Directors' Stock Plan ("Directors' Stock Plan") and Employee Stock Purchase Plan ("Stock Purchase Plan"). In addition, the Long Term Performance Plan was amended to utilize stock as an option for payment. The Plan of Conversion of Principal Mutual Holding Company for its demutualization restricts the ability to use stock as a form of payment for awards under the Long Term Performance Plan until at least six months following completion of the IPO. Under the terms of the Stock Incentive Plan, grants may be non-qualified stock options, incentive stock options qualifying under Section 422 of the Internal Revenue Code, restricted stock, restricted stock units and stock appreciation rights. On November 26, 2001, a one-time, grant of non-qualified stock options was made under the Stock Incentive Plan to essentially all employees, including career agents who are statutory employees. The Stock Incentive Plan has options exercisable at November 26, 2004. Total options granted under this plan amounted to 3.7 million options in 2001. Options outstanding under the Stock Incentive Plan were granted at a price equal to the market value of PFG's common stock on the date of grant, cliff-vest after a three-year period for employees still employed or under contract and expire ten years after the grant date. The Directors' Stock Plan provides for the grant of nonqualified stock options, restricted stock, or restricted stock units to PFG's non-employee directors. The total number of shares to be issued under this plan may not exceed 500,000 shares. Options granted under the Directors' Stock Plan have an exercise price equal to the fair market value of the common stock on the date of the grant and a term equal to the earlier of three years from the date the participant ceases to provide service or the tenth anniversary of the date the option was granted. Options vest quarterly over a one-year period unless services to PFG cease, at which time, all vesting stops. There were no options, shares of restricted stock, or restricted stock units granted under this plan in 2001. PFG also maintains its Long Term Performance Plan, which provides the opportunity for eligible executives to share in the success of PFG, if specified minimum corporate performance objectives are achieved over a three-year period. In 2001, the Company recorded compensation expense of $11.1 million related to the plan. Under PFG's Stock Purchase Plan, participating employees have the opportunity to purchase shares of PFG's common stock on a quarterly basis. The Stock Purchase Plan provides that eligible employees may contribute 10% of the employee's salary or a maximum of $10,000 to the plan during any year. Employees may purchase shares of PFG's common stock at a price equal to 85% of the share's fair market value as of the beginning or end of the quarter, whichever is lower. During 2001, employees purchased 320,406 shares under the Stock Purchase Plan at a price of 85% of the share's fair market value of $22.33 per share. 18. Stock Compensation Plans (continued) Pursuant to SFAS No. 123, Accounting for Stock-Based Compensation, PFG has elected to account for its stock option and stock purchase plans under the provisions of ABP Opinion No. 25, Accounting for Stock Issued to Employees, and, accordingly, employee options and stock purchases were excluded from compensation expense. However, compensation expense has been recognized for stock option awards issued to career agents using the fair value method as prescribed in FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB Opinion No. 25. In 2001, the Company recorded compensation expense of $13,570 related to the plan. If PFG had adopted the fair value method of SFAS No. 123, the impact on the Company's results of operations would not have been significant. 19. Subsequent Event On February 1, 2002, the Company sold its remaining stake of 15.1 million shares in Coventry Health Care, Inc. common stock and a warrant, exercisable for approximately 3.1 million shares of Coventry common stock. Total estimated proceeds from the completion of this transaction are $325.2 million and the Company will recognize an estimated net realized capital gain of $183.1 million during the first quarter of 2002. 20. Quarterly Results of Operations (Unaudited) The following is a summary of unaudited quarterly results of operations for 2001 and 2000: For the three months ended during 2001 March 31 June 30 September 30 December 31 ----------------- ---------------- ----------------- ----------------- ---------------------------------------------------------------------- (in millions) Premiums and other considerations $1,035.7 $ 827.8 $1,071.0 $ 861.2 Net investment income............ 816.3 797.6 779.9 816.9 Net realized capital gains (losses)....................... (72.5) (97.6) (79.7) (242.9) Total revenue.................... 2,115.3 1,888.6 2,148.1 1,864.0 Benefits, claims, and settlement expenses....................... 1,351.9 1,165.4 1,398.6 1,176.5 Income before taxes and cumulative effect of accounting change.............. 162.5 146.8 148.7 12.2 Cumulative effect of accounting change.............. (10.7) - - - Net income....................... 120.7 115.8 113.7 16.9 20. Quarterly Results of Operations (Unaudited) (continued) For the three months ended during 2000 March 31 June 30 September 30 December 31 ----------------- ---------------- ----------------- ----------------- ---------------------------------------------------------------------- (in millions) Premiums and other considerations $1,014.4 $ 978.3 $ 876.3 $1,060.3 Net investment income............ 788.2 760.4 754.6 812.3 Net realized capital gains (losses)....................... 81.3 (37.0) 46.5 61.0 Total revenue.................... 2,185.4 1,989.8 2,002.8 2,233.1 Benefits, claims, and settlement expenses............ 1,319.7 1,311.5 1,151.4 1,364.5 Income before taxes and cumulative effect of accounting change.............. 306.3 70.9 254.0 259.2 Cumulative effect of accounting change.............. - - - - Net income....................... 211.3 51.0 190.4 188.9 APPENDIX A - INVESTMENT DIVISIONS AIM V.I. AGGRESSIVE GROWTH DIVISION INVESTS IN: AIM V.I. Aggressive Growth Fund INVESTMENT ADVISOR: A I M Advisors, Inc. INVESTMENT OBJECTIVE: seeks long-term capital growth from securities of companies expected to achieve accelerated earnings growth. AIM V.I. INTERNATIONAL GROWTH DIVISION INVESTS IN: AIM V.I. International Growth Fund INVESTMENT ADVISOR: A I M Advisors, Inc. INVESTMENT OBJECTIVE: pursues long-term capital growth from international equities considered to have strong earnings momentum. AIM V.I. PREMIER EQUITY DIVISION INVESTS IN: AIM V.I. Premier Equity Fund INVESTMENT ADVISOR: A I M Advisors, Inc. INVESTMENT OBJECTIVE: seeks long-term growth of capital. Income is a secondary objective. The Fund invests primarily in equity securities. AMERICAN CENTURY VP INCOME & GROWTH DIVISION INVESTS IN: American Century Variable Portfolios, Inc. VP Income & Growth INVESTMENT ADVISOR: American Century Investment Management, Inc. INVESTMENT OBJECTIVE: seeks dividend growth, current income and appreciation. The account will seek to achieve its investment objective by investing in common stocks. AMERICAN CENTURY VP INTERNATIONAL DIVISION INVESTS IN: American Century Variable Portfolios, Inc. VP International INVESTMENT ADVISOR: American Century Investment Management, Inc. INVESTMENT OBJECTIVE: seeks long-term capital growth around the world by investing in stocks of foreign companies. AMERICAN CENTURY VP VALUE DIVISION INVESTS IN: American Century Variable Portfolios, Inc. VP Value INVESTMENT ADVISOR: American Century Investment Management, Inc. INVESTMENT OBJECTIVE: seeks capital growth over time and, secondarily, income by investing primarily in equity securities. AMERICAN CENTURY VP ULTRA DIVISION INVESTS IN: American Century Variable Portfolios, Inc. VP Ultra INVESTMENT ADVISOR: American Century Investment Management, Inc. INVESTMENT OBJECTIVE: seeks long-term capital growth by investing primarily in stocks of U.S. companies. BERGER IPT MIDCAP VALUE DIVISION INVESTS IN: Berger Investment Product Trust MidCap Value Fund INVESTMENT ADVISOR: Berger Financial Group LLC INVESTMENT OBJECTIVE: seeks long-term capital appreciation by investing in mid-sized companies whose stock prices have been beaten down to low levels but still offer significant upside potential. DIP CORE VALUE DIVISION INVESTS IN: Dreyfus Investment Portfolios Core Value Portfolio INVESTMENT ADVISOR: The Boston Company through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks long-term capital growth as a primary objective, with current income as a secondary objective. Invests primarily in equity securities of large-cap value companies. DREYFUS VIF APPRECIATION DIVISION INVESTS IN: Dreyfus Investment Portfolios Appreciation Portfolio INVESTMENT ADVISOR: Fayez Sarofim & Co. through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks long-term capital growth by investing in common stocks. DREYFUS VIF SMALL CAP DIVISION INVESTS IN: Dreyfus Investment Portfolios SmallCap Portfolio INVESTMENT ADVISOR: The Dreyfus Corporation INVESTMENT OBJECTIVE: seeks capital appreciation by investing in the stocks of companies with small market capitalizations. DREYFUS SOCIALLY RESPONSIBLE GROWTH DIVISION INVESTS IN: Dreyfus Socially Responsible Growth Portfolio INVESTMENT ADVISOR: The Dreyfus Corporation INVESTMENT OBJECTIVE: seeks capital growth by investing primarily in large-cap stocks that meet certain financial as well as social criteria. DIP FOUNDERS DISCOVERY DIVISION INVESTS IN: Dreyfus Investment Portfolios Founders Discovery Portfolio INVESTMENT ADVISOR: Founders Asset Management LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks capital appreciation. To pursue this goal, the portfolio invests primarily in equity securities of small, U.S. based companies which are characterized as "growth" companies. DIP FOUNDERS GROWTH DIVISION INVESTS IN: Dreyfus Investment Portfolios Founders Growth Portfolio INVESTMENT ADVISOR: Founders Asset Management LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks capital appreciation by investing in stocks of small-cap growth companies. DREYFUS VIF QUALITY BOND DIVISION INVESTS IN: Dreyfus Investment Portfolios Quality Bond Portfolio INVESTMENT ADVISOR: The Dreyfus Corporation INVESTMENT OBJECTIVE: seeks to maximize current income consistent with the preservation of capital and maintenance of liquidity by investing in fixed-income securities. FIDELITY VIP ASSET MANAGER DIVISION INVESTS IN: Fidelity VIP II Asset Manager Portfolio INVESTMENT ADVISOR: Fidelity Management and Research Company INVESTMENT OBJECTIVE: seeks high total return with reduced risk over the long-term by allocating its assets among stocks, bonds and short-term instruments. FIDELITY VIP CONTRAFUND DIVISION INVESTS IN: Fidelity VIP II Contrafund Portfolio INVESTMENT ADVISOR: Fidelity Management and Research Company INVESTMENT OBJECTIVE: seeks long-term capital appreciation by investing primarily in common stocks. FIDELITY VIP EQUITY-INCOME DIVISION INVESTS IN: Fidelity VIP Equity-Income Portfolio INVESTMENT ADVISOR: Fidelity Management and Research Company INVESTMENT OBJECTIVE: seeks reasonable income by investing primarily in income-producing equity securities. FIDELITY VIP GROWTH DIVISION INVESTS IN: Fidelity VIP Growth Portfolio INVESTMENT ADVISOR: Fidelity Management and Research Company INVESTMENT OBJECTIVE: seeks long-term capital appreciation by investing primarily in common stocks. FIDELITY VIP HIGH INCOME DIVISION INVESTS IN: Fidelity VIP High Income Portfolio INVESTMENT ADVISOR: Fidelity Management and Research Company INVESTMENT OBJECTIVE: seeks a high level of current income by investing primarily in high yielding, lower quality, fixed-income securities, while also considering growth of capital. FIDELITY VIP MIDCAP DIVISION INVESTS IN: Fidelity VIP MidCap Portfolio INVESTMENT ADVISOR: Fidelity Management and Research Company INVESTMENT OBJECTIVE: seeks long-term growth of capital by investing in equity securities of companies with medium market capitalizations. FRANKLIN INCOME SECURITIES DIVISION INVESTS IN: Franklin Income Securities Portfolio INVESTMENT ADVISOR: Franklin Templeton Investments INVESTMENT OBJECTIVE: Seeks to maximize income, while maintaining prospects for capital appreciation. The portfolio invests in debit and equity securities, including lower-rated "junk bonds." May also invest in foreign securities, including emerging markets. FRANKLIN MUTUAL DISCOVERY DIVISION INVESTS IN: Franklin Mutual Discovery Portfolio INVESTMENT ADVISOR: Franklin Templeton Investments INVESTMENT OBJECTIVE: seeks long-term capital appreciation. The Fund invests primarily in common stocks of U.S. and foreign companies the manager believes are undervalued. FRANKLIN MUTUAL SHARES DIVISION INVESTS IN: Franklin Mutual Shares Portfolio INVESTMENT ADVISOR: Franklin Templeton Investments INVESTMENT OBJECTIVE: seeks capital appreciation with income as a secondary goal by emphasizing investments in equity securities of larger and medium-sized companies FRANKLIN RISING DIVIDENDS DIVISION INVESTS IN: Franklin Rising Dividends Portfolio INVESTMENT ADVISOR: Franklin Templeton Investments INVESTMENT OBJECTIVE: seeks long-term capital appreciation by investing primarily in financially sound companies that have paid rising dividends. FRANKLIN SMALL CAP VALUE SECURITIES DIVISION INVESTS IN: Franklin Small Cap Value Securities Portfolio INVESTMENT ADVISOR: Franklin Templeton Investments INVESTMENT OBJECTIVE: Seeks long term total return. The portfolio invests primarily in securities of companies which the manager believes are selling substantially below the underlying value of the assets or private market value. INVESCO VIF - CORE EQUITY DIVISION INVESTS IN: INVESCO VIF - Core Equity Fund INVESTMENT ADVISOR: INVESCO Funds Group INVESTMENT OBJECTIVE: seeks high current income, with a secondary goal of long-term capital growth. The Fund invests in a mix of equity securities and debt securities. INVESCO VIF - DYNAMICS DIVISION INVESTS IN: INVESCO VIF - Dynamics Fund INVESTMENT ADVISOR: INVESCO Funds Group INVESTMENT OBJECTIVE: seeks long-term capital growth by investing primarily in equity securities. INVESCO VIF - HEALTH SCIENCES DIVISION INVESTS IN: INVESCO VIF - Health Sciences Fund INVESTMENT ADVISOR: INVESCO Funds Group INVESTMENT OBJECTIVE: seeks long-term capital growth. The Fund invests primarily in equity securities. INVESCO VIF - SMALL COMPANY GROWTH DIVISION INVESTS IN: INVESCO VIF - Small Company Growth Fund INVESTMENT ADVISOR: INVESCO Funds Group INVESTMENT OBJECTIVE: seeks long-term capital growth by investing primarily in small-capitalization companies. INVESCO VIF - TECHNOLOGY DIVISION INVESTS IN: INVESCO VIF - Technology Fund INVESTMENT ADVISOR: INVESCO Funds Group INVESTMENT OBJECTIVE: seeks long-term capital growth by investing primarily in equity securities and equity related instruments of companies engaged in technology related industries. JANUS ASPEN AGGRESSIVE GROWTH DIVISION INVESTS IN: Janus Aspen Series Aggressive Growth Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks long-term growth of capital. It pursues its objective by investing primarily in common stocks selected for their growth potential, and normally invests at least 50% of its equity assets in medium-sized companies. JANUS ASPEN BALANCED DIVISION INVESTS IN: Janus Aspen Series Balanced Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks long-term growth of capital, consistent with preservation of capital and balanced by current income. JANUS ASPEN CORE EQUITY DIVISION INVESTS IN: Janus Aspen Series Core Equity Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks long-term growth of capital by normally investing at least 80% of its assets in equity securities selected for their growth potential. JANUS ASPEN FLEXIBLE INCOME DIVISION INVESTS IN: Janus Aspen Series Flexible Income Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks to obtain maximum total return, consistent with preservation of capital by primarily investing in a wide variety of income producing securities such as corporate bonds and notes, government securities and preferred stock. JANUS ASPEN INTERNATIONAL GROWTH DIVISION INVESTS IN: Janus Aspen Series International Growth Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks long-term growth of capital by investing at least 65% of total assets in securities of issuers from at least five different countries, excluding the United States. JANUS ASPEN STRATEGIC VALUE DIVISION INVESTS IN: Janus Aspen Series Strategic Value Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks long-term growth of capital by investing primarily in common stocks with the potential for long-term growth of capital using a "value" approach. JANUS ASPEN WORLDWIDE GROWTH DIVISION INVESTS IN: Janus Aspen Series Worldwide Growth Portfolio INVESTMENT ADVISOR: Janus Capital Management LLC INVESTMENT OBJECTIVE: seeks long-term growth of capital in a manner consistent with the preservation of capital by investing primarily in common stocks of companies of any size throughout the world. JP MORGAN BOND DIVISION INVESTS IN: JP Morgan Bond INVESTMENT ADVISOR: JP Morgan Fleming Asset Management INVESTMENT OBJECTIVE: seeks to provide a steady stream of current income and to maintain liquidity. JP MORGAN SMALLCAP DIVISION INVESTS IN: JP Morgan Small Company INVESTMENT ADVISOR: JP Morgan Fleming Asset Management INVESTMENT OBJECTIVE: seeks long-term growth of capital from small company stocks MFS VIT EMERGING GROWTH DIVISION INVESTS IN: MFS VIT Emerging Growth INVESTMENT ADVISOR: Massachusetts Financial Services Company INVESTMENT OBJECTIVE: seeks emerging growth companies for long-term growth of capital. MFS VIT MIDCAP GROWTH DIVISION INVESTS IN: MFS VIT MidCap Growth INVESTMENT ADVISOR: Massachusetts Financial Services Company INVESTMENT OBJECTIVE: seeks long-term growth of capital from mid-capitalization company stocks. MFS VIT NEW DISCOVERY DIVISION INVESTS IN: MFS VIT New Discovery INVESTMENT ADVISOR: Massachusetts Financial Services Company INVESTMENT OBJECTIVE: seeks long-term growth potential from small company stocks. MFS VIT VALUE DIVISION INVESTS IN: MFS VIT Value INVESTMENT ADVISOR: Massachusetts Financial Services Company INVESTMENT OBJECTIVE: seeks undervalued income producing stocks with capital appreciation potential. NEUBERGER BERMAN AMT GUARDIAN DIVISION INVESTS IN: Neuberger Berman AMT Guardian INVESTMENT ADVISOR: Neuberger Berman Management Inc. INVESTMENT OBJECTIVE: seeks long-term growth of capital and, secondarily, current income by primarily investing in stocks of long-established companies considered to be undervalued in comparison to stocks of similar companies. BOND DIVISION INVESTS IN: Principal Variable Contracts Fund - Bond Account INVESTMENT ADVISOR: Principal Management Corporation INVESTMENT OBJECTIVE: to provide as high a level of income as is consistent with preservation of capital and prudent investment risk. CAPITAL VALUE DIVISION INVESTS IN: Principal Variable Contracts Fund - Capital Value Account INVESTMENT ADVISOR: Invista Capital Management, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to provide long-term capital appreciation and secondarily growth investment income. The Account seeks to achieve its investment objectives through the purchase primarily of common stocks, but the Account may invest in other securities. EQUITY GROWTH DIVISION INVESTS IN: Principal Variable Contracts Fund - Equity Growth Account INVESTMENT ADVISOR: Morgan Stanley Asset Management through a sub-advisory agreement INVESTMENT OBJECTIVE: to provide long-term capital appreciation by investing primarily in growth-oriented common stocks of medium and large capitalization U.S. corporations and, to a limited extent, foreign corporations. GOVERNMENT SECURITIES DIVISION INVESTS IN: Principal Variable Contracts Fund - Government Securities Account INVESTMENT ADVISOR: Principal Capital Income Investors, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek a high level of current income, liquidity and safety of principal. GROWTH DIVISION INVESTS IN: Principal Variable Contracts Fund - Growth Account INVESTMENT ADVISOR: Invista Capital Management, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek growth of capital. The Account seeks to achieve its objective through the purchase primarily of common stocks, but the Account may invest in other securities. INTERNATIONAL DIVISION INVESTS IN: Principal Variable Contracts Fund - International Account INVESTMENT ADVISOR: Invista Capital Management, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital by investing in a portfolio of equity securities domiciled in any of the nations of the world. INTERNATIONAL SMALLCAP DIVISION INVESTS IN: Principal Variable Contracts Fund - International SmallCap Account INVESTMENT ADVISOR: Invista Capital Management, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital. The Account will attempt to achieve its objective by investing primarily in equity securities of non-U.S. companies with comparatively smaller market capitalizations. LARGECAP BLEND DIVISION INVESTS IN: Principal Variable Contracts Fund - LargeCap Blend Account INVESTMENT ADVISOR: Federated Investment Management Company through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks long-term growth of capital. LARGECAP GROWTH DIVISION INVESTS IN: Principal Variable Contracts Fund - LargeCap Growth Account INVESTMENT ADVISOR: Janus Capital Management LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks long-term growth of capital by investing primarily in equity securities of growth companies. LARGECAP VALUE DIVISION INVESTS IN: Principal Variable Contracts Fund - LargeCap Value Account INVESTMENT ADVISOR: Alliance Capital Management LP through its Bernstein Investment Research and Management unit through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital. MIDCAP DIVISION INVESTS IN: Principal Variable Contracts Fund - MidCap Account INVESTMENT ADVISOR: Invista Capital Management, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to achieve capital appreciation by investing primarily in securities of emerging and other growth-oriented companies. MIDCAP GROWTH DIVISION INVESTS IN: Principal Variable Contracts Fund - MidCap Growth Account INVESTMENT ADVISOR: The Dreyfus Corporation through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital. The Account will attempt to achieve its objective by investing primarily in growth stocks of medium market capitalization companies. MIDCAP GROWTH EQUITY DIVISION INVESTS IN: Principal Variable Contracts Fund - MidCap Growth Equity Account INVESTMENT ADVISOR: Turner Investment Partners, Inc. through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks to achieve long-term growth of capital by investing primarily in medium capitalization U.S. companies with strong earnings growth potential. MIDCAP VALUE DIVISION INVESTS IN: Principal Variable Contracts Fund - MidCap Value Account INVESTMENT ADVISOR: Neuberger Berman Management, Inc. through a sub-advisory agreement. INVESTMENT OBJECTIVE: seeks long-term growth of capital by investing primarily in equity securities of companies with value characteristics and medium market capitalizations. MONEY MARKET DIVISION INVESTS IN: Principal Variable Contracts Fund - Money Market Account INVESTMENT ADVISOR: Principal Management Corporation INVESTMENT OBJECTIVE: to seek as high a level of current 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. REAL ESTATE DIVISION INVESTS IN: Principal Variable Contracts Fund - Real Estate Account INVESTMENT ADVISOR: Principal Management Corporation INVESTMENT OBJECTIVE: to seek to generate a high total return. The Account will attempt to achieve its objective by investing primarily in equity securities of companies principally engaged in the real estate industry. SMALLCAP DIVISION INVESTS IN: Principal Variable Contracts Fund - SmallCap Account INVESTMENT ADVISOR: Invista Capital Management, LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital. The Account will attempt to achieve its objective by investing primarily in equity securities of both growth and value oriented companies with comparatively smaller market capitalizations. SMALLCAP GROWTH DIVISION INVESTS IN: Principal Variable Contracts Fund - SmallCap Growth Account INVESTMENT ADVISOR: Berger Financial Group LLC through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital. The Account will attempt to achieve its objective by investing primarily in equity securities of growth companies with comparatively smaller market capitalizations. SMALLCAP VALUE DIVISION INVESTS IN: Principal Variable Contracts Fund - SmallCap Value Account INVESTMENT ADVISOR: J.P. Morgan Investment Management, Inc. through a sub-advisory agreement INVESTMENT OBJECTIVE: to seek long-term growth of capital by investing primarily in equity securities of small companies with value characteristics and comparatively smaller market capitalizations. PUTNAM VT GROWTH & INCOME DIVISION INVESTS IN: Putnam VT Growth & Income Fund INVESTMENT ADVISOR: Putnam Investment Management, Inc. INVESTMENT OBJECTIVE: seeks capital growth and current income by investing mainly in common stocks of U.S. companies. PUTNAM VT INTERNATIONAL GROWTH DIVISION INVESTS IN: Putnam VT International Growth Fund INVESTMENT ADVISOR: Putnam Investment Management, Inc. INVESTMENT OBJECTIVE: seeks capital appreciation by investing mainly in common stocks of companies outside the U.S. PUTNAM VT VOYAGER DIVISION INVESTS IN: Putnam VT Voyager Fund INVESTMENT ADVISOR: Putnam Investment Management, Inc. INVESTMENT OBJECTIVE: seeks capital appreciation by investing primarily in common stocks of U.S. companies. VANGUARD VIF BALANCED DIVISION INVESTS IN: Vanguard VIF Balanced Portfolio INVESTMENT ADVISOR: Wellington Management Company INVESTMENT OBJECTIVE: seeks a reasonable level of income with conservation of capital. The Portfolio invests primarily in common stocks of large and medium size companies. VANGUARD VIF EQUITY INDEX DIVISION INVESTS IN: Vanguard VIF Equity Index Portfolio INVESTMENT ADVISOR: Vanguard Quantitative Equity Group INVESTMENT OBJECTIVE: seeks long-term growth of capital and income to match the performance of a broad-based market index of stocks of large U.S. companies. VANGUARD VIF MIDCAP INDEX DIVISION INVESTS IN: Vanguard VIF MidCap Index Portfolio INVESTMENT ADVISOR: Vanguard Quantitative Equity Group INVESTMENT OBJECTIVE: seeks long-term growth of capital by attempting to match the performance of a broad-based market index of medium size U.S. Companies. WELLS FARGO VT ASSET ALLOCATION DIVISION INVESTS IN: Wells Fargo VT Asset Allocation Fund INVESTMENT ADVISOR: Wells Capital Management Incorporated through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks to earn long-term total return consistent with reasonable risk. The Fund invests in equity and fixed-income securities in varying proportions, with an emphasis on equity securities. WELLS FARGO VT EQUITY INCOME DIVISION INVESTS IN: Wells Fargo VT Equity Income Fund INVESTMENT ADVISOR: Wells Capital Management Incorporated through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks to provide long-term capital appreciation and above average dividend income. The Fund invests in common stocks of large U.S. companies. WELLS FARGO VT LARGE COMPANY GROWTH DIVISION INVESTS IN: Wells Fargo VT Large Company Growth Fund INVESTMENT ADVISOR: Peregrine Capital Management, Inc. through a sub-advisory agreement INVESTMENT OBJECTIVE: seeks to provide long-term capital appreciation. The Fund invests in common stocks of large U.S. companies. APPENDIX B - ILLUSTRATIONS Illustration 1 PRINCIPAL LIFE INSURANCE COMPANY EXECUTIVE VARIABLE UNIVERSAL LIFE PLANNED PREMIUM $20,000 MALE AGE 45 PREFERRED NON-SMOKER Initial Face Amount $1,000,000 ASSUMING CURRENT CHARGES Death Benefit Option 1 (All States) - ------------------------------------------------------------------------------------------------------------------ Death Benefit (2) Assuming Hypothetical Gross Annual Investment Return of --------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- ------------------ ----------------- ----------------- 1 21,000 1,000,000 1,000,000 1,000,000 2 43,050 1,000,000 1,000,000 1,000,000 3 66,203 1,000,000 1,000,000 1,000,000 4 90,513 1,000,000 1,000,000 1,000,000 5 116,038 1,000,000 1,000,000 1,000,000 6 142,840 1,000,000 1,000,000 1,000,000 7 170,982 1,000,000 1,000,000 1,000,000 8 200,531 1,000,000 1,000,000 1,000,000 9 231,558 1,000,000 1,000,000 1,000,000 10 264,136 1,000,000 1,000,000 1,000,000 11 298,343 1,000,000 1,000,000 1,000,000 12 334,260 1,000,000 1,000,000 1,000,000 13 371,973 1,000,000 1,000,000 1,000,000 14 411,571 1,000,000 1,000,000 1,000,000 15 453,150 1,000,000 1,000,000 1,000,000 20 694,385 1,000,000 1,000,000 1,359,488 25 1,002,269 1,000,000 1,000,000 2,274,815 30 1,395,216 1,000,000 1,118,145 3,594,114 - ---------------------------------------------------------------------------------------------------------------------------- Policy Value (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- --------------- ------------------ 1 21,000 17,043 18,099 19,156 2 43,050 33,501 36,670 39,968 3 66,203 49,355 55,712 62,591 4 90,513 64,728 75,367 87,345 5 116,038 79,672 95,714 114,515 6 142,840 94,143 116,735 144,310 7 170,982 108,254 138,581 177,142 8 200,531 121,989 161,276 213,329 9 231,558 135,318 184,831 253,218 10 264,136 148,202 209,254 297,191 11 298,343 160,690 234,723 345,970 12 334,260 172,570 261,033 399,779 13 371,973 183,739 288,150 459,162 14 411,571 196,906 318,542 526,630 15 453,150 209,652 350,204 601,347 20 694,385 266,105 529,684 1,114,334 25 1,002,269 310,170 755,008 1,961,048 30 1,395,216 337,986 1,044,996 3,358,985 - -------------------------------------------------------------------------------------------------------------------------- Surrender Value (2) Assuming Hypothetical Gross Annual Investment Return of -------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- --------------- --------------- ------------------ 1 21,000 6,311 7,367 8,423 2 43,050 22,768 25,938 29,235 3 66,203 38,623 44,980 51,858 4 90,513 54,711 65,350 77,328 5 116,038 71,086 87,128 105,929 6 142,840 86,988 109,580 137,155 7 170,982 102,530 132,857 171,418 8 200,531 117,696 156,983 209,036 9 231,558 132,456 181,969 250,356 10 264,136 146,771 207,823 295,760 11 298,343 160,690 234,723 345,970 12 334,260 172,570 261,033 399,779 13 371,973 183,739 288,150 459,162 14 411,571 196,906 318,542 526,630 15 453,150 209,652 350,204 601,347 20 694,385 266,105 529,684 1,114,334 25 1,002,269 310,170 755,008 1,961,048 30 1,395,216 337,986 1,044,996 3,358,985 (1) Assumes net interest of 5% compounded annually. (2) Assumes no policy loans have been made. The death benefit, policy value and surrender value will differ if premiums are paid in different amounts or frequencies. It is emphasized that the hypothetical investment results are illustrative only and should not be deemed to be a representation of past or future investment results. Actual investment results may be more or less than those shown. The death benefit, policy value and surrender value for a policy would be different from those shown if actual rates of investment return applicable to the policy averaged 0%, 6%, or 12% over a period of years, but also fluctuated above or below that average for individual policy years. The death benefit, policy value and surrender value for a policy would also be different from those shown, depending on the investment allocations made to the investment divisions of the separate account and the different rates or return of the Fund portfolios, if the actual rates of investment return applicable to the policy averaged 0%, 6%, or 12%, but varied above or below that average for individual divisions. No representations can be made that these hypothetical rates of return can be achieved for any one year or sustained over any period of time. Illustration 3 PRINCIPAL LIFE INSURANCE COMPANY EXECUTIVE VARIABLE UNIVERSAL LIFE PLANNED PREMIUM $20,000 MALE AGE 45 PREFERRED NON-SMOKER Initial Face Amount $1,000,000 ASSUMING CURRENT CHARGES Death Benefit Option 2 (All States) - ----------------------------------------------------------------------------------------------------------------- Death Benefit (2) Assuming Hypothetical Gross Annual Investment Return of --------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- ------------------ ----------------- ----------------- 1 21,000 1,017,029 1,018,084 1,019,139 2 43,050 1,033,445 1,036,609 1,039,901 3 66,203 1,049,219 1,055,556 1,062,413 4 90,513 1,064,467 1,075,056 1,086,978 5 116,038 1,079,236 1,095,175 1,113,855 6 142,840 1,093,480 1,115,883 1,143,224 7 170,982 1,107,308 1,137,318 1,175,465 8 200,531 1,120,697 1,159,481 1,210,850 9 231,558 1,133,604 1,182,355 1,249,659 10 264,136 1,145,976 1,205,911 1,292,189 11 298,343 1,157,830 1,230,258 1,339,016 12 334,260 1,168,927 1,255,125 1,390,016 13 371,973 1,179,129 1,280,383 1,446,049 14 411,571 1,191,794 1,309,505 1,510,622 15 453,150 1,203,930 1,339,617 1,581,701 20 694,385 1,255,033 1,504,607 2,059,378 25 1,002,269 1,288,648 1,695,722 2,833,850 30 1,395,216 1,297,829 1,910,446 4,090,690 - --------------------------------------------------------------------------------------------------------------------- Policy Value (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- --------------- ------------------ 1 21,000 17,029 18,084 19,139 2 43,050 33,445 36,609 39,901 3 66,203 49,219 55,556 62,416 4 90,513 64,467 75,056 86,978 5 116,038 79,236 95,175 113,855 6 142,840 93,480 115,883 143,224 7 170,982 107,308 137,318 175,465 8 200,531 120,697 159,481 210,850 9 231,558 133,604 182,355 249,659 10 264,136 145,976 205,911 292,189 11 298,343 157,830 230,258 339,016 12 334,260 168,927 255,125 390,200 13 371,973 179,129 280,383 446,049 14 411,571 191,794 309,505 510,622 15 453,150 203,930 339,617 581,701 20 694,385 255,033 504,607 1,059,378 25 1,002,269 288,648 695,722 1,833,850 30 1,395,216 297,829 910,446 3,090,690 - -------------------------------------------------------------------------------------------------------------- Surrender Value (2) Assuming Hypothetical Gross Annual Investment Return of -------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- --------------- --------------- ------------------ 1 21,000 6,296 7,351 8,407 2 43,050 22,713 25,877 29,168 3 66,203 38,486 44,824 51,681 4 90,513 54,450 65,039 76,961 5 116,038 70,650 86,589 105,269 6 142,840 86,325 108,728 136,069 7 170,982 101,584 131,594 169,741 8 200,531 116,404 15,518 206,557 9 231,558 130,742 179,493 246,797 10 264,136 144,545 204,480 290,758 11 298,343 157,830 230,258 339,016 12 334,260 168,927 255,125 390,200 13 371,973 179,129 280,383 446,049 14 411,571 191,794 309,505 510,622 15 453,150 203,930 339,617 581,701 20 694,385 255,033 504,607 1,059,378 25 1,002,269 288,648 695,722 1,833,850 30 1,395,216 297,829 910,446 3,090,690 (1) Assumes net interest of 5% compounded annually. (2) Assumes no policy loans have been made. The death benefit, policy value and surrender value will differ if premiums are paid in different amounts or frequencies. It is emphasized that the hypothetical investment results are illustrative only and should not be deemed to be a representation of past or future investment results. Actual investment results may be more or less than those shown. The death benefit, policy value and surrender value for a policy would be different from those shown if actual rates of investment return applicable to the policy averaged 0%, 6%, or 12% over a period of years, but also fluctuated above or below that average for individual policy years. The death benefit, policy value and surrender value for a policy would also be different from those shown, depending on the investment allocations made to the investment divisions of the separate account and the different rates or return of the Fund portfolios, if the actual rates of investment return applicable to the policy averaged 0%, 6%, or 12%, but varied above or below that average for individual divisions. No representations can be made that these hypothetical rates of return can be achieved for any one year or sustained over any period of time. Illustration 5 PRINCIPAL LIFE INSURANCE COMPANY EXECUTIVE VARIABLE UNIVERSAL LIFE PLANNED PREMIUM $20,000 MALE AGE 45 PREFERRED NON-SMOKER Initial Face Amount $1,000,000 ASSUMING CURRENT CHARGES Death Benefit Option 3 (All States) - ----------------------------------------------------------------------------------------------------------------- Death Benefit (2) Assuming Hypothetical Gross Annual Investment Return of --------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- ------------------ ----------------- ----------------- 1 21,000 1,020,000 1,020,000 1,020,000 2 43,050 1,040,000 1,040,000 1,040,000 3 66,203 1,060,000 1,060,000 1,060,000 4 90,513 1,080,000 1,080,000 1,080,000 5 116,038 1,100,000 1,100,000 1,100,000 6 142,840 1,120,000 1,120,000 1,120,000 7 170,982 1,140,000 1,140,000 1,140,000 8 200,531 1,160,000 1,160,000 1,160,000 9 231,558 1,180,000 1,180,000 1,180,000 10 264,136 1,200,000 1,200,000 1,200,000 11 298,343 1,220,000 1,220,000 1,220,000 12 334,260 1,240,000 1,240,000 1,240,000 13 371,973 1,260,000 1,260,000 1,260,000 14 411,571 1,280,000 1,280,000 1,280,000 15 453,150 1,300,000 1,300,000 1,300,000 20 694,385 1,400,000 1,400,000 1,400,000 25 1,002,269 1,500,000 1,500,000 2,213,983 30 1,395,216 1,600,000 1,600,000 3,501,519 - --------------------------------------------------------------------------------------------------------------- Policy Value (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- --------------- ------------------ 1 21,000 17,027 18,082 19,138 2 43,050 33,437 36,603 39,897 3 66,203 49,195 55,541 62,409 4 90,513 64,416 75,029 86,981 5 116,038 79,145 95,133 113,878 6 142,840 93,330 115,826 143,294 7 170,982 107,079 137,245 175,620 8 200,531 120,364 159,396 211,149 9 231,558 133,136 182,265 250,188 10 264,136 145,331 205,827 293,073 11 298,343 156,952 230,199 340,443 12 334,260 167,742 255,117 392,441 13 371,973 177,537 280,466 449,495 14 411,571 189,978 309,661 515,060 15 453,150 201,836 339,889 587,483 20 694,385 250,209 506,802 1,082,792 25 1,002,269 277,160 705,015 1,908,606 30 1,395,216 270,574 940,569 3,272,448 - ---------------------------------------------------------------------------------------------------------------------- Surrender Value (2) Assuming Hypothetical Gross Annual Investment Return of -------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- --------------- --------------- ------------------ 1 21,000 6,294 7,350 8,406 2 43,050 22,704 25,871 29,165 3 66,203 38,462 44,809 51,677 4 90,513 54,399 65,012 76,964 5 116,038 70,559 86,547 105,292 6 142,840 86,175 108,671 136,139 7 170,982 101,355 131,521 169,896 8 200,531 116,071 155,103 206,856 9 231,558 130,274 179,403 247,326 10 264,136 143,900 204,396 291,642 11 298,343 156,952 230,199 340,443 12 334,260 167,742 255,117 392,441 13 371,973 177,537 280,466 449,495 14 411,571 189,978 309,661 515,060 15 453,150 201,836 339,889 587,483 20 694,385 250,209 506,802 1,082,792 25 1,002,269 277,160 705,015 1,908,606 30 1,395,216 270,574 940,569 3,272,448 (1) Assumes net interest of 5% compounded annually. (2) Assumes no policy loans have been made. The death benefit, policy value and surrender value will differ if premiums are paid in different amounts or frequencies. It is emphasized that the hypothetical investment results are illustrative only and should not be deemed to be a representation of past or future investment results. Actual investment results may be more or less than those shown. The death benefit, policy value and surrender value for a policy would be different from those shown if actual rates of investment return applicable to the policy averaged 0%, 6%, or 12% over a period of years, but also fluctuated above or below that average for individual policy years. The death benefit, policy value and surrender value for a policy would also be different from those shown, depending on the investment allocations made to the investment divisions of the separate account and the different rates or return of the Fund portfolios, if the actual rates of investment return applicable to the policy averaged 0%, 6%, or 12%, but varied above or below that average for individual divisions. No Illustration 2 PRINCIPAL LIFE INSURANCE COMPANY EXECUTIVE VARIABLE UNIVERSAL LIFE PLANNED PREMIUM $20,000 MALE AGE 45 PREFERRED NON-SMOKER Initial Face Amount $1,000,000 ASSUMING GUARANTEED CHARGES Death Benefit Option 1 (All States) - ------------------------------------------------------------------------------------------------------- Death Benefit (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- ---------------- ----------------- --------------- 1 21,000 1,000,000 1,000,000 1,000,000 2 43,050 1,000,000 1,000,000 1,000,000 3 66,203 1,000,000 1,000,000 1,000,000 4 90,513 1,000,000 1,000,000 1,000,000 5 116,038 1,000,000 1,000,000 1,000,000 6 142,840 1,000,000 1,000,000 1,000,000 7 170,982 1,000,000 1,000,000 1,000,000 8 200,531 1,000,000 1,000,000 1,000,000 9 231,558 1,000,000 1,000,000 1,000,000 10 264,136 1,000,000 1,000,000 1,000,000 11 298,343 1,000,000 1,000,000 1,000,000 12 334,260 1,000,000 1,000,000 1,000,000 13 371,973 1,000,000 1,000,000 1,000,000 14 411,571 1,000,000 1,000,000 1,000,000 15 453,150 1,000,000 1,000,000 1,000,000 20 694,385 1,000,000 1,000,000 1,151,926 25 1,002,269 1,000,000 1,000,000 1,918,882 30 1,395,216 1,000,000 1,000,000 3,004,797 - -------------------------------------------------------------------------------------------------------------- Policy Value (2) Assuming Hypothetical Gross Annual Investment Return of --------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- ---------------- --------------- 1 21,000 14,617 15,595 16,576 2 43,050 28,820 31,694 34,689 3 66,203 42,602 48,309 54,498 4 90,513 55,957 65,459 76,183 5 116,038 68,859 83,142 99,926 6 142,840 81,220 101,291 125,860 7 170,982 93,075 119,970 154,279 8 200,531 104,377 139,162 185,428 9 231,558 115,090 158,860 219,595 10 264,136 125,152 179,040 257,091 11 298,343 134,658 199,897 298,592 12 334,260 143,430 221,257 344,311 13 371,973 151,443 243,144 394,783 14 411,571 158,655 265,573 450,616 15 453,150 164,983 288,531 512,489 20 694,385 179,694 410,952 944,202 25 1,002,269 151,564 546,536 1,654,208 30 1,395,216 42,678 703,418 2,808,222 - ---------------------------------------------------------------------------------------------------------------- Surrender Value (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------------ End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- --------------- --------------- 1 21,000 3,885 4,863 5,843 2 43,050 18,088 20,961 23,956 3 66,203 31,870 37,577 43,766 4 90,513 45,940 55,442 66,166 5 116,038 60,273 74,556 91,340 6 142,840 74,065 94,136 118,705 7 170,982 87,351 114,246 148,555 8 200,531 100,084 134,869 181,135 9 231,558 112,228 155,998 216,733 10 264,136 123,721 177,609 255,660 11 298,343 134,658 199,897 298,592 12 334,260 143,430 221,257 344,311 13 371,973 151,443 243,144 394,783 14 411,571 158,655 265,573 450,616 15 453,150 164,983 288,531 512,489 20 694,385 179,694 410,952 944,202 25 1,002,269 151,564 546,536 1,654,208 30 1,395,216 42,678 703,418 2,808,222 (1) Assumes net interest of 5% compounded annually. (2) Assumes no policy loans have been made. The death benefit, policy value and surrender value will differ if premiums are paid in different amounts or frequencies. It is emphasized that the hypothetical investment results are illustrative only and should not be deemed to be a representation of past or future investment results. Actual investment results may be more or less than those shown. The death benefit, policy value and surrender value for a policy would be different from those shown if actual rates of investment return applicable to the policy averaged 0%, 6%, or 12% over a period of years, but also fluctuated above or below that average for individual policy years. The death benefit, policy value and surrender value for a policy would also be different from those shown, depending on the investment allocations made to the investment divisions of the separate account and the different rates or return of the Fund portfolios, if the actual rates of investment return applicable to the policy averaged 0%, 6%, or 12%, but varied above or below that average for individual divisions. No representations can be made that these hypothetical rates of return can be achieved for any one year or sustained over any period of time. Illustration 4 PRINCIPAL LIFE INSURANCE COMPANY EXECUTIVE VARIABLE UNIVERSAL LIFE PLANNED PREMIUM $20,000 MALE AGE 45 PREFERRED NON-SMOKER Initial Face Amount $1,000,000 ASSUMING GUARANTEED CHARGES Death Benefit Option 2 (All States) - --------------------------------------------------------------------------------------------------------- Death Benefit (2) Assuming Hypothetical Gross Annual Investment Return of -------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- ---------------- ----------------- ---------------- 1 21,000 1,014,563 1,015,538 1,016,515 2 43,050 1,028,657 1,031,513 1,034,490 3 66,203 1,042,268 1,047,925 1,054,059 4 90,513 1,055,384 1,064,774 1,075,370 5 116,038 1,067,973 1,082,040 1,098,564 6 142,840 1,079,936 1,099,630 1,123,725 7 170,982 1,091,298 1,117,578 1,151,082 8 200,531 1,101,998 1,135,830 1,180,793 9 231,558 1,111,986 1,154,337 1,213,043 10 264,136 1,121,182 1,173,019 1,248,006 11 298,343 1,129,660 1,192,007 1,286,183 12 334,260 1,137,227 1,211,059 1,327,584 13 371,973 1,143,844 1,230,127 1,372,500 14 411,571 1,149,456 1,249,140 1,421,234 15 453,150 1,153,956 1,267,973 1,474,066 20 694,385 1,155,344 1,353,755 1,810,939 25 1,002,269 1,106,188 1,403,641 2,303,886 30 1,395,216 - 1,370,644 3,013,285 - --------------------------------------------------------------------------------------------------------------- Policy Value (2) Assuming Hypothetical Gross Annual Investment Return of --------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- ---------------- --------------- 1 21,000 14,563 15,538 16,515 2 43,050 28,657 31,513 34,490 3 66,203 42,268 47,925 54,059 4 90,513 55,384 64,774 75,370 5 116,038 67,973 82,040 98,564 6 142,840 79,936 99,630 123,725 7 170,982 91,298 117,578 151,082 8 200,531 101,998 135,830 180,793 9 231,558 111,986 154,337 213,043 10 264,136 121,182 173,019 248,006 11 298,343 129,660 192,007 286,183 12 334,260 137,227 211,059 327,584 13 371,973 143,844 230,127 372,500 14 411,571 149,456 249,140 421,234 15 453,150 153,956 267,973 474,066 20 694,385 155,344 353,755 810,939 25 1,002,269 106,188 403,641 1,303,886 30 1,395,216 - 370,644 2,013,285 - --------------------------------------------------------------------------------------------------------------- Surrender Value (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------------ End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- --------------- --------------- 1 21,000 3,830 4,805 2,782 2 43,050 17,924 20,781 23,757 3 66,203 31,536 37,193 43,327 4 90,513 45,367 54,757 65,353 5 116,038 59,387 73,454 89,978 6 142,840 72,781 92,475 116,570 7 170,982 85,574 111,854 145,358 8 200,531 97,705 131,537 176,500 9 231,558 109,124 151,475 210,181 10 264,136 119,751 171,588 246,575 11 298,343 129,660 192,007 286,183 12 334,260 137,227 211,059 327,584 13 371,973 143,844 230,127 372,500 14 411,571 149,456 249,140 421,234 15 453,150 153,956 267,973 474,066 20 694,385 155,344 353,755 810,939 25 1,002,269 106,188 403,641 1,303,886 30 1,395,216 - 370,644 2,013,285 (1) Assumes net interest of 5% compounded annually. (2) Assumes no policy loans have been made. The death benefit, policy value and surrender value will differ if premiums are paid in different amounts or frequencies. It is emphasized that the hypothetical investment results are illustrative only and should not be deemed to be a representation of past or future investment results. Actual investment results may be more or less than those shown. The death benefit, policy value and surrender value for a policy would be different from those shown if actual rates of investment return applicable to the policy averaged 0%, 6%, or 12% over a period of years, but also fluctuated above or below that average for individual policy years. The death benefit, policy value and surrender value for a policy would also be different from those shown, depending on the investment allocations made to the investment divisions of the separate account and the different rates or return of the Fund portfolios, if the actual rates of investment return applicable to the policy averaged 0%, 6%, or 12%, but varied above or below that average for individual divisions. No representations can be made that these hypothetical rates of return can be achieved for any one year or sustained over any period of time. Illustration 6 PRINCIPAL LIFE INSURANCE COMPANY EXECUTIVE VARIABLE UNIVERSAL LIFE PLANNED PREMIUM $20,000 MALE AGE 45 PREFERRED NON-SMOKER Initial Face Amount $1,000,000 ASSUMING GUARANTEED CHARGES Death Benefit Option 3 (All States) - --------------------------------------------------------------------------------------------------------- Death Benefit (2) Assuming Hypothetical Gross Annual Investment Return of -------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- ---------------- ----------------- ---------------- 1 21,000 1,020,000 1,020,000 1,020,000 2 43,050 1,040,000 1,040,000 1,040,000 3 66,203 1,060,000 1,060,000 1,060,000 4 90,513 1,080,000 1,080,000 1,080,000 5 116,038 1,100,000 1,100,000 1,100,000 6 142,840 1,120,000 1,120,000 1,120,000 7 170,982 1,140,000 1,140,000 1,140,000 8 200,531 1,160,000 1,160,000 1,160,000 9 231,558 1,180,000 1,180,000 1,180,000 10 264,136 1,200,000 1,200,000 1,200,000 11 298,343 1,220,000 1,220,000 1,220,000 12 334,260 1,240,000 1,240,000 1,240,000 13 371,973 1,260,000 1,260,000 1,260,000 14 411,571 1,280,000 1,280,000 1,280,000 15 453,150 1,300,000 1,300,000 1,300,000 20 694,385 1,400,000 1,400,000 1,400,000 25 1,002,269 1,500,000 1,500,000 1,718,525 30 1,395,216 - 1,600,000 2,704,655 - -------------------------------------------------------------------------------------------------------------- Policy Value (2) Assuming Hypothetical Gross Annual Investment Return of --------------------------------------------------------------------- End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- ---------------- --------------- 1 21,000 14,551 15,527 16,506 2 43,050 28,612 31,475 34,459 3 66,203 42,166 47,841 53,998 4 90,513 55,192 64,624 75,273 5 116,038 67,651 81,800 98,436 6 142,840 79,438 99,277 123,582 7 170,982 90,564 117,084 150,955 8 200,531 100,545 135,164 180,740 9 231,558 110,545 153,465 213,155 10 264,136 119,229 171,902 248,420 11 298,343 127,054 190,599 287,099 12 334,260 133,798 209,311 329,287 13 371,973 139,389 227,982 375,383 14 411,571 143,727 246,534 425,827 15 453,150 146,651 264,830 481,089 20 694,385 132,510 345,977 852,372 25 1,002,269 38,886 381,913 1,481,487 30 1,395,216 - 295,278 2,527,715 - --------------------------------------------------------------------------------------------------------------- Surrender Value (2) Assuming Hypothetical Gross Annual Investment Return of ------------------------------------------------------------------ End of Accumulated 0% 6% 12% Year Premiums (1) (-.99% Net) (5.01% Net) (11.01% Net) - -------------- ----------------- -------------- --------------- --------------- 1 21,000 3,819 4,795 5,773 2 43,050 17,880 20,743 23,727 3 66,203 31,433 37,109 43,265 4 90,513 45,175 54,607 65,256 5 116,038 59,065 73,214 89,850 6 142,840 72,283 92,122 116,427 7 170,982 84,840 111,360 145,231 8 200,531 96,663 130,871 176,447 9 231,558 107,683 150,603 210,293 10 264,136 117,798 170,471 246,989 11 298,343 127,054 190,599 287,099 12 334,260 133,798 209,311 329,287 13 371,973 139,389 227,982 375,383 14 411,571 143,727 246,534 425,827 15 453,150 146,651 264,830 481,089 20 694,385 132,510 345,977 852,372 25 1,002,269 38,886 381,913 1,481,487 30 1,395,216 - 295,278 2,527,715 (1) Assumes net interest of 5% compounded annually. (2) Assumes no policy loans have been made. The death benefit, policy value and surrender value will differ if premiums are paid in different amounts or frequencies. It is emphasized that the hypothetical investment results are illustrative only and should not be deemed to be a representation of past or future investment results. Actual investment results may be more or less than those shown. The death benefit, policy value and surrender value for a policy would be different from those shown if actual rates of investment return applicable to the policy averaged 0%, 6%, or 12% over a period of years, but also fluctuated above or below that average for individual policy years. The death benefit, policy value and surrender value for a policy would also be different from those shown, depending on the investment allocations made to the investment divisions of the separate account and the different rates or return of the Fund portfolios, if the actual rates of investment return applicable to the policy averaged 0%, 6%, or 12%, but varied above or below that average for individual divisions. No representations can be made that these hypothetical rates of return can be achieved for any one year or sustained over any period of time. APPENDIX C - TARGET PREMIUM TABLE 1: STANDARD/PREFERRED TARGET PREMIUMS ANNUAL PER $1000 POLICY FACE AMOUNT NONSMOKER AND SMOKER AGE MALE FEMALE UNISEX AGE MALE FEMALE UNISEX 0 3.50 2.83 3.41 45 14.31 11.93 14.00 1 3.50 2.83 3.41 46 15.08 12.53 14.75 2 3.50 2.83 3.41 47 15.90 13.16 15.54 3 3.50 2.83 3.41 48 16.77 13.83 16.39 4 3.50 2.83 3.41 49 17.70 14.54 17.29 5 3.50 2.83 3.41 50 18.68 15.30 18.24 6 3.50 2.83 3.41 51 19.74 16.10 19.27 7 3.50 2.83 3.41 52 20.86 16.94 20.35 8 3.50 2.83 3.41 53 22.05 17.85 21.50 9 3.50 2.83 3.41 54 23.32 18.80 22.73 10 3.50 2.83 3.41 55 24.67 19.82 24.04 11 3.65 2.91 3.55 56 26.11 20.90 25.43 12 3.80 3.00 3.70 57 27.65 22.05 26.92 13 3.95 3.08 3.84 58 29.30 23.29 28.52 14 4.10 3.17 3.98 59 31.05 24.62 30.21 15 4.25 3.25 4.12 60 32.93 26.06 32.04 16 4.62 3.63 4.49 61 34.94 27.60 33.99 17 4.99 4.00 4.86 62 37.10 29.26 36.08 18 5.36 4.38 5.23 63 39.40 31.06 38.32 19 5.73 4.75 5.60 64 41.86 32.97 40.70 20 6.10 5.13 5.97 65 44.48 35.02 43.25 21 6.11 5.16 5.99 66 47.29 37.21 45.98 22 6.12 5.20 6.00 67 50.30 39.58 48.91 23 6.13 5.23 6.01 68 53.52 42.14 52.04 24 6.14 5.27 6.03 69 56.98 44.93 55.41 25 6.15 5.30 6.04 70 60.71 47.98 59.06 26 6.29 5.42 6.18 71 64.73 51.30 62.98 27 6.43 5.54 6.31 72 69.02 54.93 67.19 28 6.57 5.65 6.45 73 73.62 58.86 71.70 29 6.71 5.77 6.59 74 78.48 63.12 76.48 30 6.85 5.89 6.73 75 83.65 67.71 81.58 31 7.17 6.16 7.04 76 87.77 71.45 85.65 32 7.51 6.44 7.37 77 91.89 75.20 89.72 33 7.87 6.74 7.72 78 96.00 78.94 93.78 34 8.25 7.06 8.10 79 100.12 82.69 97.85 35 8.66 7.40 8.50 80 104.24 86.43 101.92 36 9.10 7.76 8.93 81 113.32 95.74 111.03 37 9.55 8.13 9.37 82 122.40 105.05 120.14 38 10.03 8.53 9.84 83 131.48 114.36 129.25 39 10.54 8.94 10.33 84 140.56 123.67 138.36 40 11.09 9.38 10.87 85 149.64 132.98 147.47 41 11.66 9.83 11.42 42 12.26 10.32 12.01 43 12.91 10.82 12.64 44 13.59 11.36 13.30 APPENDIX D - APPLICABLE PERCENTAGES (FOR LIFE INSURANCE DEFINITION TEST) GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST INSURED'S PERCENTAGE OF INSURED'S PERCENTAGE OF INSURED'S PERCENTAGE OF ATTAINED AGE POLICY VALUE ATTAINED AGE POLICY VALUE ATTAINED AGE POLICY VALUE 20 250.00 47 203.00 74 107.00 21 250.00 48 197.00 75 105.00 22 250.00 49 191.00 76 105.00 23 250.00 50 185.00 77 105.00 24 250.00 51 178.00 78 105.00 25 250.00 52 171.00 79 105.00 26 250.00 53 164.00 80 105.00 27 250.00 54 157.00 81 105.00 28 250.00 55 150.00 82 105.00 29 250.00 56 146.00 83 105.00 30 250.00 57 142.00 84 105.00 31 250.00 58 138.00 85 105.00 32 250.00 59 134.00 86 105.00 33 250.00 60 130.00 87 105.00 34 250.00 61 128.00 88 105.00 35 250.00 62 126.00 89 105.00 36 250.00 63 124.00 90 105.00 37 250.00 64 122.00 91 104.00 38 250.00 65 120.00 92 103.00 39 250.00 66 119.00 93 102.00 40 250.00 67 118.00 94 101.00 41 243.00 68 117.00 95 101.00 42 236.00 69 116.00 96 101.00 43 229.00 70 115.00 97 101.00 44 222.00 71 113.00 98 101.00 45 215.00 72 111.00 99 101.00 46 209.00 73 109.00 CASH VALUE ACCUMULATION TEST (PERCENTAGE OF POLICY VALUE) - MALE RISK PREFERRED OR CLASS: STANDARD A B C D E F G H ATTAINED AGE: 20 639.37% 534.87% 499.92% 471.57% 427.89% 395.39% 369.97% 349.40% 317.80% 21 621.01% 520.61% 487.03% 459.79% 417.81% 386.56% 362.12% 342.32% 311.91% 22 603.00% 506.56% 474.31% 448.14% 407.80% 377.76% 354.27% 335.24% 305.99% 23 585.25% 492.64% 461.66% 436.52% 397.78% 368.92% 346.35% 328.06% 299.94% 24 567.76% 478.82% 449.08% 424.94% 387.73% 360.02% 338.34% 320.77% 293.76% 25 550.50% 465.11% 436.55% 413.38% 377.66% 351.05% 330.24% 313.37% 287.43% 26 533.49% 451.50% 424.08% 401.84% 367.55% 342.01% 322.03% 305.84% 280.93% 27 516.76% 438.04% 411.72% 390.37% 357.45% 332.95% 313.77% 298.23% 274.33% 28 500.37% 424.80% 399.53% 379.03% 347.44% 323.92% 305.52% 290.61% 267.68% 29 484.35% 411.79% 387.54% 367.86% 337.55% 314.98% 297.32% 283.02% 261.02% 30 468.73% 399.07% 375.79% 356.91% 327.82% 306.16% 289.22% 275.50% 254.40% 31 453.53% 386.65% 364.31% 346.19% 318.27% 297.49% 281.25% 268.08% 247.85% 32 438.79% 374.58% 353.14% 335.74% 308.96% 289.03% 273.44% 260.82% 241.42% 33 424.48% 362.84% 342.26% 325.57% 299.87% 280.75% 265.81% 253.70% 235.10% 34 410.64% 351.47% 331.72% 315.71% 291.05% 272.71% 258.38% 246.77% 228.94% 35 397.25% 340.46% 321.50% 306.14% 282.49% 264.90% 251.15% 240.03% 222.94% 36 384.33% 329.81% 311.63% 296.88% 274.20% 257.33% 244.15% 233.49% 217.11% 37 371.86% 319.54% 302.08% 287.94% 266.18% 250.01% 237.38% 227.15% 211.47% 38 359.85% 309.63% 292.89% 279.32% 258.46% 242.95% 230.84% 221.05% 206.02% 39 348.28% 300.10% 284.04% 271.03% 251.02% 236.15% 224.55% 215.17% 200.77% 40 337.17% 290.93% 275.53% 263.05% 243.87% 229.62% 218.50% 209.51% 195.73% 41 326.48% 282.12% 267.35% 255.38% 237.00% 223.35% 212.70% 204.09% 190.90% 42 316.22% 273.67% 259.50% 248.03% 230.41% 217.33% 207.14% 198.89% 186.27% 43 306.36% 265.54% 251.96% 240.97% 224.08% 211.56% 201.79% 193.91% 181.83% 44 296.89% 257.74% 244.72% 234.19% 218.01% 206.02% 196.68% 189.13% 177.58% 45 287.78% 250.25% 237.77% 227.68% 212.19% 200.71% 191.76% 184.54% 173.50% 46 279.04% 243.05% 231.09% 221.43% 206.59% 195.61% 187.05% 180.15% 169.60% 47 270.63% 236.13% 224.68% 215.42% 201.22% 190.71% 182.53% 175.93% 165.85% 48 262.54% 229.48% 218.51% 209.64% 196.05% 186.00% 178.18% 171.87% 162.25% 49 254.76% 223.07% 212.57% 204.08% 191.08% 181.46% 173.99% 167.97% 158.78% 50 247.28% 216.92% 206.86% 198.73% 186.30% 177.11% 169.96% 164.22% 155.45% 51 240.08% 210.99% 201.36% 193.59% 181.69% 172.91% 166.09% 160.60% 152.24% 52 233.17% 205.31% 196.09% 188.65% 177.28% 168.89% 162.38% 157.14% 149.17% 53 226.54% 199.86% 191.04% 183.93% 173.06% 165.04% 158.83% 153.84% 146.24% 54 220.19% 194.64% 186.21% 179.41% 169.02% 161.37% 155.45% 150.69% 143.45% 55 214.12% 189.67% 181.60% 175.10% 165.18% 157.88% 152.23% 147.70% 140.81% 56 208.30% 184.91% 177.20% 170.99% 161.52% 154.56% 149.17% 144.85% 138.30% 57 202.74% 180.36% 172.99% 167.06% 158.03% 151.39% 146.26% 142.15% 135.93% 58 197.41% 176.01% 168.97% 163.31% 154.69% 148.37% 143.49% 139.58% 133.66% 59 192.30% 171.83% 165.11% 159.71% 151.50% 145.48% 140.83% 137.12% 131.50% 60 187.39% 167.83% 161.41% 156.26% 148.43% 142.70% 138.29% 134.76% 129.43% 61 182.68% 163.99% 157.87% 152.96% 145.50% 140.05% 135.86% 132.51% 127.46% 62 178.18% 160.32% 154.48% 149.80% 142.70% 137.52% 133.53% 130.35% 125.57% 63 173.87% 156.81% 151.24% 146.78% 140.03% 135.10% 131.32% 128.31% 123.78% 64 169.75% 153.47% 148.17% 143.92% 137.50% 132.82% 129.23% 126.38% 122.09% 65 165.83% 150.30% 145.24% 141.20% 135.10% 130.66% 127.26% 124.56% 120.51% 66 162.10% 147.29% 142.47% 138.63% 132.83% 128.62% 125.40% 122.85% 119.02% 67 158.55% 144.42% 139.84% 136.18% 130.68% 126.69% 123.65% 121.23% 117.62% 68 155.15% 141.69% 137.33% 133.86% 128.64% 124.86% 121.98% 119.70% 116.30% 69 151.90% 139.08% 134.93% 131.64% 126.68% 123.11% 120.39% 118.25% 115.05% 70 148.80% 136.58% 132.64% 129.51% 124.82% 121.44% 118.88% 116.85% 113.85% 71 145.83% 134.19% 130.45% 127.48% 123.04% 119.85% 117.43% 115.52% 112.70% 72 143.00% 131.93% 128.37% 125.56% 121.35% 118.33% 116.05% 114.26% 111.61% 73 140.33% 129.79% 126.41% 123.74% 119.76% 116.91% 114.76% 113.07% 110.58% 74 137.81% 127.78% 124.58% 122.05% 118.28% 115.59% 113.56% 111.97% 109.63% 75 135.45% 125.92% 122.88% 120.48% 116.91% 114.37% 112.46% 110.97% 108.77% 76 133.24% 124.18% 121.30% 119.03% 115.66% 113.26% 111.46% 110.05% 107.99% 77 131.17% 122.56% 119.83% 117.68% 114.50% 112.24% 110.54% 109.22% 107.28% 78 129.21% 121.05% 118.46% 116.43% 113.42% 111.29% 109.70% 108.45% 106.64% 79 127.36% 119.61% 117.16% 115.24% 112.41% 110.40% 108.90% 107.74% 106.04% 80 125.59% 118.24% 115.93% 114.11% 111.44% 109.56% 108.15% 107.06% 105.47% 81 123.91% 116.94% 114.75% 113.04% 110.52% 108.76% 107.44% 106.42% 104.93% 82 122.31% 115.71% 113.64% 112.02% 109.65% 107.99% 106.76% 105.80% 104.42% 83 120.81% 114.55% 112.60% 111.07% 108.83% 107.27% 106.11% 105.22% 103.93% 84 119.41% 113.48% 111.63% 110.19% 108.08% 106.61% 105.52% 104.69% 103.48% 85 118.11% 112.50% 110.75% 109.38% 107.39% 106.01% 104.99% 104.20% 103.07% 86 116.91% 111.61% 109.95% 108.65% 106.77% 105.47% 104.51% 103.77% 102.71% 87 115.79% 110.79% 109.21% 107.99% 106.21% 104.98% 104.08% 103.38% 102.39% 88 114.74% 110.03% 108.55% 107.39% 105.71% 104.55% 103.69% 103.04% 102.11% 89 113.74% 109.32% 107.93% 106.84% 105.25% 104.15% 103.34% 102.73% 101.97% 90 112.77% 108.65% 107.34% 106.32% 104.82% 103.78% 103.02% 102.44% 101.00% 91 111.80% 108.00% 106.78% 105.82% 104.42% 103.44% 102.72% 102.18% 101.00% 92 110.82% 107.34% 106.22% 105.33% 104.02% 103.11% 102.44% 101.97% 101.00% 93 109.79% 106.66% 105.64% 104.82% 103.62% 102.78% 102.16% 101.00% 101.00% 94 108.68% 105.91% 105.00% 104.27% 103.19% 102.42% 101.97% 101.00% 101.00% 95 107.47% 105.07% 104.28% 103.64% 102.69% 102.01% 101.00% 101.00% 101.00% 96 106.16% 104.13% 103.48% 102.92% 102.13% 101.97% 101.00% 101.00% 101.00% 97 104.76% 103.10% 102.60% 102.13% 101.97% 101.00% 101.00% 101.00% 101.00% 98 103.33% 102.02% 101.97% 101.97% 101.00% 101.00% 101.00% 101.00% 101.00% 99 101.97% 101.97% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 100+ 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% CASH VALUE ACCUMULATION TEST (PERCENTAGE OF POLICY VALUE) - FEMALE RISK PREFERRED OR CLASS: STANDARD A B C D E F G H ATTAINED AGE: 20 762.99% 637.79% 595.38% 560.82% 507.35% 467.43% 436.19% 410.90% 372.11% 21 738.68% 618.38% 577.63% 544.40% 492.99% 454.60% 424.55% 400.21% 362.87% 22 715.05% 599.48% 560.31% 528.38% 478.96% 442.04% 413.13% 389.71% 353.78% 23 692.09% 581.06% 543.43% 512.74% 465.23% 429.74% 401.94% 379.41% 344.84% 24 669.78% 563.13% 526.97% 497.48% 451.82% 417.70% 390.96% 369.30% 336.05% 25 648.14% 545.70% 510.96% 482.63% 438.74% 405.94% 380.24% 359.41% 327.43% 26 627.11% 528.72% 495.35% 468.13% 425.96% 394.44% 369.73% 349.71% 318.95% 27 606.71% 512.22% 480.16% 454.01% 413.50% 383.20% 359.46% 340.21% 310.64% 28 586.92% 496.17% 465.39% 440.27% 401.34% 372.24% 349.42% 330.92% 302.49% 29 567.76% 480.61% 451.04% 426.91% 389.52% 361.56% 339.63% 321.85% 294.53% 30 549.18% 465.50% 437.10% 413.93% 378.02% 351.15% 330.08% 313.00% 286.74% 31 531.21% 450.86% 423.59% 401.33% 366.84% 341.03% 320.79% 304.38% 279.15% 32 513.81% 436.66% 410.48% 389.10% 355.98% 331.19% 311.75% 295.98% 271.74% 33 496.96% 422.89% 397.75% 377.23% 345.42% 321.61% 302.94% 287.79% 264.51% 34 480.65% 409.53% 385.39% 365.69% 335.14% 312.28% 294.35% 279.80% 257.43% 35 464.89% 396.62% 373.45% 354.53% 325.20% 303.25% 286.03% 272.05% 250.57% 36 449.66% 384.12% 361.87% 343.71% 315.55% 294.48% 277.94% 264.52% 243.89% 37 434.98% 372.07% 350.72% 333.29% 306.25% 286.02% 270.14% 257.26% 237.45% 38 420.85% 360.48% 339.98% 323.25% 297.30% 277.88% 262.63% 250.26% 231.25% 39 407.27% 349.33% 329.66% 313.60% 288.70% 270.06% 255.43% 243.55% 225.29% 40 394.23% 338.64% 319.77% 304.36% 280.46% 262.57% 248.53% 237.14% 219.61% 41 381.72% 328.39% 310.29% 295.51% 272.58% 255.41% 241.94% 231.01% 214.19% 42 369.72% 318.57% 301.21% 287.03% 265.04% 248.58% 235.65% 225.16% 209.03% 43 358.21% 309.16% 292.51% 278.91% 257.83% 242.04% 229.64% 219.58% 204.11% 44 347.14% 300.11% 284.14% 271.11% 250.90% 235.76% 223.88% 214.23% 199.39% 45 336.48% 291.40% 276.10% 263.61% 244.23% 229.72% 218.33% 209.09% 194.87% 46 326.22% 283.02% 268.35% 256.38% 237.82% 223.92% 213.00% 204.14% 190.52% 47 316.33% 274.93% 260.88% 249.41% 231.63% 218.31% 207.86% 199.38% 186.32% 48 306.78% 267.12% 253.67% 242.69% 225.66% 212.91% 202.90% 194.77% 182.27% 49 297.58% 259.60% 246.71% 236.20% 219.90% 207.69% 198.11% 190.33% 178.37% 50 288.71% 252.34% 240.01% 229.94% 214.34% 202.66% 193.49% 186.05% 174.61% 51 280.16% 245.35% 233.54% 223.92% 208.99% 197.82% 189.05% 181.93% 170.99% 52 271.93% 238.60% 227.31% 218.10% 203.83% 193.15% 184.77% 177.97% 167.51% 53 263.99% 232.11% 221.31% 212.50% 198.86% 188.65% 180.65% 174.15% 164.16% 54 256.36% 225.87% 215.54% 207.13% 194.09% 184.34% 176.70% 170.49% 160.96% 55 249.00% 219.85% 209.99% 201.95% 189.50% 180.20% 172.90% 166.98% 157.89% 56 241.92% 214.06% 204.64% 196.96% 185.08% 176.20% 169.25% 163.61% 154.94% 57 235.07% 208.46% 199.46% 192.14% 180.81% 172.34% 165.71% 160.34% 152.09% 58 228.45% 203.02% 194.44% 187.45% 176.65% 168.59% 162.27% 157.16% 149.31% 59 222.01% 197.74% 189.55% 182.88% 172.59% 164.91% 158.90% 154.04% 146.57% 60 215.77% 192.59% 184.78% 178.43% 168.62% 161.31% 155.60% 150.97% 143.88% 61 209.70% 187.58% 180.14% 174.08% 164.75% 157.79% 152.36% 147.96% 141.23% 62 203.84% 182.74% 175.64% 169.87% 160.98% 154.37% 149.21% 145.03% 138.65% 63 198.20% 178.06% 171.30% 165.81% 157.36% 151.07% 146.17% 142.21% 136.15% 64 192.79% 173.59% 167.16% 161.93% 153.90% 147.93% 143.27% 139.52% 133.78% 65 187.61% 169.33% 163.20% 158.24% 150.60% 144.94% 140.53% 136.98% 131.55% 66 182.67% 165.26% 159.43% 154.72% 147.47% 142.11% 137.93% 134.57% 129.45% 67 177.93% 161.37% 155.83% 151.36% 144.49% 139.41% 135.46% 132.29% 127.45% 68 173.38% 157.62% 152.37% 148.12% 141.62% 136.82% 133.09% 130.10% 125.55% 69 168.99% 154.01% 149.02% 145.00% 138.84% 134.30% 130.79% 127.97% 123.69% 70 164.74% 150.50% 145.77% 141.96% 136.14% 131.86% 128.55% 125.89% 121.87% 71 160.64% 147.11% 142.63% 139.02% 133.52% 129.48% 126.36% 123.87% 120.10% 72 156.70% 143.86% 139.61% 136.20% 131.00% 127.19% 124.26% 121.91% 118.38% 73 152.93% 140.75% 136.73% 133.50% 128.60% 125.01% 122.25% 120.05% 116.74% 74 149.37% 137.82% 134.02% 130.96% 126.34% 122.96% 120.37% 118.31% 115.21% 75 146.01% 135.06% 131.47% 128.59% 124.23% 121.05% 118.62% 116.69% 113.80% 76 142.84% 132.48% 129.09% 126.37% 122.27% 119.29% 117.01% 115.21% 112.51% 77 139.87% 130.07% 126.87% 124.31% 120.45% 117.66% 115.53% 113.84% 111.33% 78 137.06% 127.80% 124.78% 122.38% 118.76% 116.14% 114.15% 112.58% 110.24% 79 134.40% 125.66% 122.82% 120.56% 117.16% 114.72% 112.86% 111.40% 109.23% 80 131.87% 123.63% 120.96% 118.84% 115.66% 113.38% 111.65% 110.29% 108.28% 81 129.49% 121.72% 119.21% 117.22% 114.24% 112.11% 110.51% 109.24% 107.38% 82 127.23% 119.92% 117.56% 115.69% 112.91% 110.93% 109.43% 108.26% 106.54% 83 125.12% 118.24% 116.03% 114.28% 111.67% 109.82% 108.44% 107.35% 105.76% 84 123.16% 116.70% 114.62% 112.98% 110.54% 108.82% 107.53% 106.53% 105.06% 85 121.34% 115.28% 113.33% 111.79% 109.52% 107.91% 106.71% 105.78% 104.42% 86 119.66% 113.98% 112.15% 110.72% 108.59% 107.09% 105.98% 105.11% 103.86% 87 118.10% 112.79% 111.08% 109.74% 107.75% 106.36% 105.32% 104.52% 103.36% 88 116.64% 111.69% 110.10% 108.85% 107.00% 105.70% 104.73% 103.99% 102.91% 89 115.27% 110.68% 109.20% 108.03% 106.31% 105.10% 104.20% 103.51% 102.51% 90 113.97% 109.73% 108.36% 107.27% 105.67% 104.55% 103.72% 103.07% 102.16% 91 112.71% 108.83% 107.56% 106.56% 105.08% 104.04% 103.27% 102.68% 101.97% 92 111.48% 107.95% 106.80% 105.88% 104.52% 103.57% 102.85% 102.31% 101.00% 93 110.24% 107.08% 106.04% 105.21% 103.98% 103.11% 102.46% 101.97% 101.00% 94 108.97% 106.19% 105.27% 104.53% 103.43% 102.64% 102.06% 101.00% 101.00% 95 107.64% 105.23% 104.44% 103.80% 102.84% 102.16% 101.97% 101.00% 101.00% 96 106.24% 104.21% 103.56% 103.01% 102.21% 101.97% 101.00% 101.00% 101.00% 97 104.79% 103.13% 102.64% 102.17% 101.97% 101.00% 101.00% 101.00% 101.00% 98 103.34% 102.04% 101.97% 101.97% 101.00% 101.00% 101.00% 101.00% 101.00% 99 101.97% 101.97% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 100+ 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% CASH VALUE ACCUMULATION TEST (PERCENTAGE OF POLICY VALUE) - UNISEX PREFERRED OR RISK CLASS: STANDARD A B C D E F G H ATTAINED AGE: 20 660.51% 551.81% 515.46% 485.97% 440.56% 406.80% 380.43% 359.09% 326.35% 21 641.23% 536.78% 501.85% 473.50% 429.86% 397.39% 372.02% 351.49% 319.98% 22 622.33% 522.00% 488.43% 461.19% 419.25% 388.04% 363.65% 343.90% 313.59% 23 603.74% 507.36% 475.11% 448.95% 408.64% 378.66% 355.21% 336.24% 307.09% 24 585.45% 492.88% 461.91% 436.78% 398.07% 369.26% 346.74% 328.50% 300.49% 25 567.49% 478.59% 448.84% 424.71% 387.53% 359.86% 338.23% 320.72% 293.81% 26 549.81% 464.44% 435.87% 412.70% 377.00% 350.43% 329.66% 312.84% 287.00% 27 532.48% 450.50% 423.07% 400.82% 366.54% 341.04% 321.09% 304.94% 280.14% 28 515.51% 436.78% 410.45% 389.09% 356.18% 331.69% 312.55% 297.05% 273.24% 29 498.95% 423.35% 398.07% 377.56% 345.97% 322.46% 304.09% 289.21% 266.36% 30 482.82% 410.24% 385.96% 366.27% 335.95% 313.39% 295.75% 281.48% 259.55% 31 467.14% 397.44% 374.14% 355.23% 326.13% 304.48% 287.55% 273.85% 252.82% 32 451.93% 385.01% 362.63% 344.49% 316.55% 295.78% 279.54% 266.40% 246.22% 33 437.18% 372.92% 351.45% 334.03% 307.22% 287.28% 271.70% 259.09% 239.74% 34 422.91% 361.22% 340.61% 323.89% 298.16% 279.03% 264.09% 251.99% 233.43% 35 409.11% 349.88% 330.10% 314.06% 289.36% 271.01% 256.67% 245.08% 227.28% 36 395.79% 338.93% 319.94% 304.55% 280.85% 263.25% 249.50% 238.38% 221.31% 37 382.93% 328.35% 310.13% 295.35% 272.62% 255.74% 242.55% 231.89% 215.53% 38 370.55% 318.17% 300.68% 286.50% 264.70% 248.50% 235.86% 225.64% 209.96% 39 358.64% 308.36% 291.58% 277.98% 257.07% 241.54% 229.41% 219.61% 204.59% 40 347.20% 298.94% 282.84% 269.80% 249.74% 234.85% 223.23% 213.84% 199.45% 41 336.19% 289.89% 274.45% 261.94% 242.71% 228.43% 217.30% 208.30% 194.51% 42 325.63% 281.21% 266.40% 254.40% 235.97% 222.28% 211.62% 203.00% 189.80% 43 315.48% 272.87% 258.66% 247.16% 229.49% 216.38% 206.16% 197.91% 185.27% 44 305.74% 264.86% 251.24% 240.22% 223.28% 210.73% 200.94% 193.04% 180.95% 45 296.37% 257.16% 244.11% 233.54% 217.31% 205.29% 195.92% 188.36% 176.79% 46 287.36% 249.77% 237.25% 227.13% 211.59% 200.07% 191.11% 183.87% 172.81% 47 278.70% 242.66% 230.67% 220.97% 206.08% 195.06% 186.48% 179.56% 168.99% 48 270.37% 235.82% 224.33% 215.04% 200.79% 190.24% 182.03% 175.42% 165.32% 49 262.34% 229.23% 218.22% 209.33% 195.69% 185.59% 177.75% 171.42% 161.77% 50 254.63% 222.89% 212.35% 203.83% 190.78% 181.13% 173.63% 167.58% 158.37% 51 247.20% 216.79% 206.70% 198.55% 186.06% 176.83% 169.66% 163.89% 155.09% 52 240.07% 210.94% 201.28% 193.48% 181.53% 172.71% 165.86% 160.35% 151.96% 53 233.22% 205.32% 196.08% 188.61% 177.19% 168.76% 162.22% 156.96% 148.96% 54 226.66% 199.95% 191.10% 183.96% 173.04% 164.99% 158.75% 153.73% 146.10% 55 220.38% 194.81% 186.34% 179.52% 169.09% 161.40% 155.45% 150.66% 143.39% 56 214.36% 189.89% 181.80% 175.27% 165.31% 157.98% 152.30% 147.74% 140.82% 57 208.60% 185.18% 177.45% 171.22% 161.71% 154.71% 149.30% 144.96% 138.37% 58 203.06% 180.66% 173.27% 167.32% 158.25% 151.58% 146.43% 142.30% 136.04% 59 197.74% 176.32% 169.26% 163.59% 154.93% 148.58% 143.67% 139.74% 133.79% 60 192.62% 172.15% 165.41% 159.99% 151.74% 145.69% 141.02% 137.29% 131.64% 61 187.71% 168.14% 161.71% 156.54% 148.68% 142.92% 138.48% 134.93% 129.57% 62 182.99% 164.30% 158.16% 153.23% 145.74% 140.26% 136.04% 132.67% 127.59% 63 178.47% 160.62% 154.76% 150.07% 142.93% 137.72% 133.72% 130.52% 125.70% 64 174.16% 157.12% 151.53% 147.06% 140.27% 135.32% 131.52% 128.48% 123.92% 65 170.05% 153.78% 148.46% 144.20% 137.75% 133.05% 129.44% 126.57% 122.25% 66 166.14% 150.62% 145.55% 141.50% 135.36% 130.90% 127.48% 124.76% 120.69% 67 162.40% 147.60% 142.78% 138.92% 133.10% 128.87% 125.63% 123.06% 119.21% 68 158.82% 144.72% 140.13% 136.47% 130.94% 126.94% 123.87% 121.45% 117.82% 69 155.40% 141.96% 137.60% 134.12% 128.88% 125.09% 122.19% 119.90% 116.48% 70 152.11% 139.32% 135.17% 131.87% 126.90% 123.31% 120.58% 118.42% 115.20% 71 148.96% 136.78% 132.84% 129.71% 125.00% 121.61% 119.03% 117.00% 113.97% 72 145.96% 134.37% 130.63% 127.65% 123.20% 119.99% 117.56% 115.64% 112.80% 73 143.11% 132.08% 128.53% 125.71% 121.49% 118.46% 116.17% 114.36% 111.69% 74 140.42% 129.93% 126.56% 123.89% 119.90% 117.03% 114.87% 113.17% 110.66% 75 137.89% 127.93% 124.73% 122.20% 118.42% 115.72% 113.68% 112.08% 109.72% 76 135.52% 126.05% 123.02% 120.63% 117.06% 114.51% 112.59% 111.08% 108.87% 77 133.28% 124.30% 121.43% 119.17% 115.80% 113.39% 111.59% 110.17% 108.10% 78 131.18% 122.66% 119.94% 117.80% 114.62% 112.36% 110.66% 109.34% 107.39% 79 129.17% 121.10% 118.53% 116.51% 113.51% 111.39% 109.79% 108.55% 106.73% 80 127.26% 119.61% 117.18% 115.28% 112.46% 110.46% 108.97% 107.80% 106.10% 81 125.43% 118.19% 115.90% 114.10% 111.45% 109.57% 108.18% 107.09% 105.50% 82 123.70% 116.85% 114.68% 112.99% 110.49% 108.73% 107.42% 106.41% 104.93% 83 122.06% 115.59% 113.54% 111.94% 109.59% 107.94% 106.71% 105.77% 104.39% 84 120.53% 114.41% 112.48% 110.97% 108.76% 107.21% 106.06% 105.18% 103.89% 85 119.11% 113.33% 111.51% 110.09% 108.00% 106.55% 105.47% 104.64% 103.44% 86 117.79% 112.34% 110.62% 109.28% 107.31% 105.95% 104.93% 104.16% 103.04% 87 116.55% 111.43% 109.81% 108.54% 106.69% 105.40% 104.45% 103.72% 102.67% 88 115.39% 110.58% 109.06% 107.87% 106.12% 104.91% 104.02% 103.33% 102.35% 89 114.28% 109.79% 108.36% 107.24% 105.60% 104.46% 103.62% 102.98% 102.06% 90 113.20% 109.03% 107.70% 106.65% 105.12% 104.05% 103.26% 102.65% 101.97% 91 112.14% 108.30% 107.06% 106.09% 104.66% 103.65% 102.92% 102.35% 101.00% 92 111.07% 107.57% 106.43% 105.53% 104.21% 103.28% 102.59% 102.07% 101.00% 93 109.96% 106.82% 105.79% 104.97% 103.76% 102.90% 102.27% 101.97% 101.00% 94 108.79% 106.02% 105.10% 104.37% 103.28% 102.51% 101.97% 101.00% 101.00% 95 107.54% 105.14% 104.35% 103.70% 102.75% 102.07% 101.00% 101.00% 101.00% 96 106.19% 104.16% 103.51% 102.96% 102.16% 101.97% 101.00% 101.00% 101.00% 97 104.77% 103.11% 102.62% 102.15% 101.97% 101.00% 101.00% 101.00% 101.00% 98 103.34% 102.03% 101.97% 101.97% 101.00% 101.00% 101.00% 101.00% 101.00% 99 101.97% 101.97% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 100+ 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% 101.00% PART II. OTHER INFORMATION UNDERTAKING TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter adopted under the authority conferred in that section. UNDERTAKING PURSUANT TO RULE 484 Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter had been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. REPRESENTATION PURSUANT TO SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940 Principal Life Insurance Company represents the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. REPRESENTATIONS PURSUANT TO RULE 6e-3(T) This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment Company Act of 1940. Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the Investment Company Act of 1940, with respect to the Policies described in the prospectus. Registrant makes the following representations: (1) Section 6e-3(T)(b)(13)(iii)(F) has been relied upon. (2) The level of the mortality and expense risks charge is within the range of industry practice for comparable contracts. (3) The Registrant has concluded that there is a reasonable likelihood that the distribution financing arrangement for the Variable Life Separate Account will benefit the separate account and policyowners, and it will keep and make available to the Commission on request a memorandum setting forth the basis for this representation. (4) The Variable Life Separate Account will invest only in management investment companies which have undertaken to have a board of directors, a majority of whom are not interested persons of the Company, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. The methodology used to support the representation made in paragraph (2) above is based upon an analysis of the mortality and expense risks charges contained in other variable life insurance policies, including scheduled and flexible premium products. Registrant undertakes to keep and make available to the Commission on request the documents used to support the representation in paragraph (2) above. CONTENTS OF REGISTRATION STATEMENT This registration statement comprises the following papers and documents: The facing sheet; The prospectus, consisting of 172 pages; The undertaking to file reports; The undertaking pursuant to Rule 484; Representations pursuant to Rule 6e-3(T); The signatures; Written consents of the following persons: Ernst & Young LLP The following exhibits 1. Copies of all exhibits required by paragraph A of the instructions as to exhibits in Form N-8B-2 are set forth below under designations based on such instructions 1.A1 Resolution of Executive Committee of Board of Directors of Principal Mutual Life Insurance Company establishing the Variable Life Separate Account (filed 5/31/02) 1.A3A.a Distribution Agreement between Princor Financial Services Corporation and Principal Life Insurance Company (filed 8/6/02) 1.A3B.a Form of Selling Agreement (filed 5/31/02) 1.A3B.b Registered Representative Agreement (filed 5/31/02) 1.A3C Schedule of sales commissions (filed 8/6/02) 1.A5.a Form of Policy (filed 5/31/02) 1.A5.a.iii Accounting Benefit Rider (filed 5/31/02) 1.A5.a.iv Aviation Exclusion Rider (filed 5/31/02) 1.A5.a.v Change of Insured (filed 5/31/02) 1.A5.a.viii Death Benefit Guarantee Rider (filed 5/31/02) 1.A5.a.ix Extended Coverage Rider (filed 5/31/02) 1.A5.a.x Hazardous Sports Rider (filed 5/31/02) 1.A5.a.xiii Supplemental Benefit Rider (filed 5/31/02) 1.A6.a Articles of Incorporation, as Amended of Principal Life Insurance Company (filed 5/31/02) 1.A6.b By-laws of Principal Life Insurance Company (filed 5/31/02) 1.A7.a Not applicable 1.A8.a Participation Agreements 1.A8.a.i AIM Variable Insurance Funds* 1.A8.a.ii American Century Investment Management, Inc.* 1.A8.a.iii Berger Financial Group LLC* 1.A8.a.iv Dreyfus Investment Portfolios* 1.A8.a.v Variable Insurance Products Fund, Fidelity Distributors, Inc.* 1.A8.a.vi Franklin Templeton Variable Insurance Products Trust* 1.A8.a.vii INVESCO Funds Group, Inc. 1.A8.a.viii Janus Aspen Series* 1.A8.a.x J.P. MORGN SERIES TRUST II* 1.A8.a.xi MFS VARIABLE INSURANCE TRUST* 1.A8.a.xii Neuberger Berman Advisers Management Trust* 1.A8.a.xiii Putnam Variable Trust* 1.A8.a.xiv Vanguard Variable Insurance Fund* 1.A8.a.xv Wells Fargo Fund Management, LLC* 1.A9.a Not applicable 1.A10.a Form of Application (filed 5/31/02) 1.A10.c Form of Supplemental Application (filed 5/31/02) 2. Opinion and consent of Karen E. Shaff, Senior Vice President and General Counsel (filed 8/6/02) 3. Financial Statement Schedules (filed 9/10/02) 4. Not applicable 5. Not applicable 6. Consent of Ernst & Young LLP (filed 9/10/02) 7. Description of Issuance, Transfer and Redemption Procedures Pursuant to Rule 6e-3(T)(b)(12)(iii)* 8. Powers of Attorney of Directors of Principal Life Insurance Company (filed 5/31/02) 9. Opinion and Consent of Thomas Phillips (filed 8/6/02) - --------------------------------- * Included in this Filing. ** To be filed by Amendment. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Des Moines, and the state of Iowa, on the 18th day of September, 2002. PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT (Registrant) By: PRINCIPAL LIFE INSURANCE COMPANY (Depositor) /s/J. B. Griswell By _________________________________________________ Chairman, President and Chief Executive Officer Attest: /s/ Joyce N. Hoffman - ----------------------------------- Joyce N. Hoffman Senior Vice President and Corporate Secretary As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ J. B. Griswell President, Chairman and 09/18/2002 - -------------------- Chief Executive Officer J. B. Griswell /s/ G. B. Elming Vice President and 09/18/2002 - -------------------- Controller (Principal G. B. Elming Accounting Officer) /s/ M. H. Gersie Executive Vice President 09/18/2002 - -------------------- and Chief Financial Officers M. H. Gersie (Principal Financial Officer) (B. J. Bernard)* Director 09/18/2002 - -------------------- B. J. Bernard (J. Carter-Miller)* Director 09/18/2002 - -------------------- J. Carter-Miller (G. E. Costley)* Director 09/18/2002 - -------------------- G. E. Costley (D. J. Drury)* Director 09/18/2002 - -------------------- D. J. Drury (C. D. Gelatt, Jr.)* Director 09/18/2002 - -------------------- C. D. Gelatt, Jr. (S. L. Helton)* Director 09/18/2002 - -------------------- S. L. Helton (C. S. Johnson)* Director 09/18/2002 - -------------------- C. S. Johnson (W. T. Kerr)* Director 09/18/2002 - -------------------- W. T. Kerr (R. L. Keyser)* Director 09/18/2002 - -------------------- R. L. Keyser (V. H. Loewenstein)* Director 09/18/2002 - -------------------- V. H. Loewenstein (F. F. Pena)* Director 09/18/2002 - -------------------- F. F. Pena (D. M. Stewart)* Director 09/18/2002 - -------------------- D. M. Stewart (E. E. Tallett)* Director 09/18/2002 - -------------------- E. E. Tallett *By /s/ J. Barry Griswell ------------------------------------ J. Barry Griswell Chairman, President and Chief Executive Officer Pursuant to Powers of Attorney Previously Filed or Included Herein