SecProbe.io

CORRESP
1
filename1.htm

    Principal Life Insurance Company

    711 High Street, Des Moines, IA 50392

    515 247 5111 tel

January 10, 2023

VIA EDGAR

Sonny Oh

Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management – Disclosure Review and Accounting Office

100 F Street NE

Washington DC 20549

  RE:
  Principal Life Insurance Company

  Principal® Outcome Protector
Index-Linked Deferred Annuity

  File No.: 333-267959

  First Pre-Effective Amendment to the
Registration Statement on Form S-1

Dear Sonny:

This letter responds, on behalf of the Registrant, Principal
Life Insurance Company (the “Company”), to the comments of the Staff of the Securities and Exchange Commission (“Commission”)
with respect to the registration statement on Form S-1 filed by the Company, which comments you communicated to me by letter dated December
19, 2022. The Company filed the registration with the Commission on October 20, 2022, pursuant to the Securities Act of 1933. The Company
will make changes in response to Staff comments as described below in a pre-effective amendment that will be filed with the Commission
pursuant to Rule 472 under the Securities Act (Pre-effective Amendment No. 1).

General Comments

1.
Please confirm that all missing information, including all appendices, exhibits information about the Company, and financial statements,
will be filed in a pre-effective amendment to the registration statement. We may have further comments when you supply the omitted information.

Response:
Confirmed.

2.
Please clarify supplementally whether there are any types of guarantees or support agreements with third parties to support any
of the Company’s obligations under the Contract or whether the Company will be solely responsible for any benefits or features associated
with the Contract.

Response:
Company hereby supplementally confirms that there are no guarantees or support agreements with third parties to support any of
Company’s obligations under the Contract and Company will be solely responsible for any benefits or features associated with
the Contract.

3.
The staff would generally expect the Indices to be broad based securities indexes. With respect to the SG Smart Climate Index (“Index”),
please confirm supplementally whether: (i) the Index and the methodology used to calculate the Index will be publicly available; (ii)
all components of the Index will be actively traded; and (iii) the Index can be replicated by unaffiliated third parties.

In your response, please provide a link to a publicly
available website describing each Index. We may have further comments after you provide this information.

Response:
Confirmed. The Index websites are as follows:

 · SG Smart Climate - https://www.sg-smart-climate.com;

 · S&P 500 - https://www.spglobal.com/spdji/en/indices/equity/sp-500/#overview;

 · Russell 2000 - https://www.ftserussell.com/products/indices/russell-us; and

 · MSCI EAFE - https://www.msci.com/eafe/.

4. Product Name

The staff
believes the product name could imply that the product fully protects your investment. Therefore please delete “Protector”
from the product name or otherwise add an appropriate modifying term to the name.

Response:
The Company has not made the requested change.  The Company supplementally responds and respectfully disagrees that the term “Protector”
implies full protection of the investment.  Instead, it is intended to convey to an investor that there is some level
of protection, which there is, but without a guarantee of complete protection. Also, the limits of the downside protection are fully and
prominently disclosed in the prospectus, so any investor who reads the prospectus will know the product does not offer full protection
of their investment.

In Company’s
view, we don’t believe an ordinary investor likely would interpret the inclusion of this word to mean that the product provides
100% protection.  Moreover, in surveying the RILA industry, it is Company’s view that the product names for competitors’
RILA products with similar protective features are more promissory in nature than the term “Protector” is.  Accordingly,
it is Company’s position that our being unable to similarly convey to investors that there’s some protection would put us
at a competitive disadvantage.  Also, the Company believes an ordinary investor would not think this product, because of the name,
would offer more protection than competitors’ products based on their products’ names.

5. Front Cover Page

 a. On the front cover page, please add the following disclosure:

 i. The Contract does not provide tax deferral benefits, beyond
those already provided under the Internal Revenue Code, for Contracts purchased as a qualified contract.

 ii. Amounts withdrawn from the Contract may also be subject to taxes
and a 10% federal penalty if taken before age 59 ½.

 iii. The Contract is not appropriate for investors who plan to take
withdrawals beyond the Free Withdrawal Amount or surrender the Contract during the first six Contract Years due to the imposition of
Withdrawal Charges and/or the Bond Adjustment.

 iv. Partial/full withdrawals, annuitization and Death Benefit payments,
if made or taken during a Segment Term, could significantly reduce the values under the Contract and the amount of interest credited
at the Segment End Date due to the Segment Interim Value adjustment, Bond and Equity Adjustments, and Surrender Charges. Please state
that these charges and adjustments could reduce the amount received to less than the protection provided by the Floor or Buffer applicable
to the Index-Linked Segment Options.

Response
for all of Comment 5(a): The Company has made the requested additions.

 b. Please simplify the third sentence in the fourth paragraph for clarity. For example, please revise
the disclosure to plainly state that Contract Accumulated Value will be subject to adjustments to reflect changes in the value of the
reference Index at the time of cancellation if it has been allocated to a Segment Option.

 i. The fourth paragraph also page states that “[u]pon cancellation
you will receive either a full refund of your Premium Payment or your total Contract Accumulated Value.”

 Please also provide details of how these refund alternatives
impact Premium Payments held in the Initial Holding Account discussed in the next paragraph in the fuller discussion of the cancellation
of the Contract.

 ii. Please also clarify whether all Premium Payments are first held
in an Initial Holding Account or if investors can choose to go straight into a Segment Option.

Response
to Comment 5(b): The Company has made the requested additions.

 c. Revise the seventh paragraph to disclose that the registrant’s obligations under the contract
are subject to the creditworthiness and claims paying ability of the registrant.

Response
to Comment 5(c): The Company has made the requested addition.

 d. Please set the fifth and sixth sentences of the eighth paragraph (former is reference to Risk Factors)
off from the rest of the paragraph so they are more visible and prominent. Please also bold the sixth sentence.

Response
to Comment 5(d): The Company has made the requested revisions.

6. Table of Contents

Please note that the Summary should
precede the Risk Factors section, which, in turn, must be before anything else (other than the summary) in the prospectus. See Regulation
S-K §503(c).

Response
to Comment 6: The Company has made the requested revision.

7. Glossary

 a. Notwithstanding this glossary, for clarity, please consider
revising the prospectus to include plain English explanations of defined terms in the body of the prospectus on first use.

Response
to Comment 7(a): The Company has made such additions in various parts of the prospectus.

 b. In “Annuitization (Annuitize)" and “Free Surrender Amount,” please clarify supplementally
why a Bond Adjustment or an Equity Adjustment would be applied at the Segment End Date and revise as applicable here and throughout the
prospectus, see, e.g., “Free Surrender Amount.”

Response
Specific to 7(b): Company hereby supplementally states that a Bond Adjustment applies at all times due to the desire to
have the underlying investments backing up the Contract pretty closely match up with the Company’s obligations under the Contract.
The Equity Adjustment does not apply on a Segment End Date.

 c. Please revise definition of “Bond Adjustment” in plain English and explain the more complicated
details of definition in body of prospectus.

In fuller discussion of definition, please disclose and
highlight the circumstances, which tend to result in a negative adjustment.

Response
to Comment 7(c): The Company has made the requested revisions.

 d. The end of “Buffer Rate” refers to “loss of principal, credited interest and/or prior
earnings.” Please be consistent with this phrase throughout the prospectus where applicable, for example, see last sentence of “Segment
Credit.”

Response
to Comment 7(d): The Company has revised the language throughout the prospectus to say, “loss of principal and/or
prior earnings.”

 e. In “Cap Rate,” confirm here and elsewhere whether 20% and other example rates provided
for other features are realistic rates given the current economic environment. If not, please revise the rates used where appropriate.

Response
Specific to 7(e): Confirmed.

 f. In “Crediting Base” please clarify the meaning of
 “proportional,” and point out the Crediting Base is only a reference value to make sure transactions affecting amounts invested
in the Segment are reflected to date and is not itself an indication of how much is available before the end of a Term for a transaction.

Please also clarify what is meant by saying "negative
adjustments ... are generally ... always negative."

Please also note that the Crediting Base is not the
same as the Segment Interim Value since the former is based on an estimate of the value of the amount in the Segment before the end of
the Term.

Response
Specific to 7(f): The Company has revised this definition to make these provisions clearer.

 g. Please revise definition of “Equity Adjustment” in plain English and explain more complicated
details of definition in body of prospectus.

In fuller discussion of definition, please disclose and
highlight the circumstances, which tend to result in a negative adjustment.

Response
Specific to 7(g): The Company has made the requested revisions.

 h. In “Lock-In Threshold” please add a sentence that an upper threshold may be set to lock
in gains and a lower threshold may be set to limit losses.

Response
Specific to 7(h): The Company has made the requested revision.

 i. For “Premium Payment (Total Premium Payment),” please
use one term. The use of two similar terms with the same meaning is not necessary and makes for more confusing disclosure.

Response
Specific to 7(i): The Company has made the requested revision.

 j. “Surrender Value” only refers to being subject to
a Bond Adjustment, but at other points the prospectus states Surrender is subject to both an Equity Adjustment and a Bond Adjustment
(see, e.g., Liquidity Risk Generally on page 9). Please revise the prospectus throughout to clarify exactly which adjustments
apply and when.

Response
Specific to 7(j): The Company has made the requested revisions.

8. Risk Factors (page 7)

Please consider ways to make the
Risk Factors section more investor friendly. As it stands, the section is quite dense. Consider whether additional bullet points or headings
can be added for clarity.

 a. At end of the second sentence of “Risk of Loss in Exercising Free Look,” please confirm
accuracy of underlined word in clause “and minus any applicable federal and state income tax withholding.”

Response
Specific to 8(a): Confirmed.

 b. Please revise the sixth paragraph under “Index Performance Risk” to caution investors that
the amounts they invest are not placed in a registered separate account and that their rights under the contract to invested assets and
the returns on those assets are subject to the claims paying ability of the registrant. Please also address what insulation non-unitized
separate accounts provide, if any, from the claims of other general creditors of the registrant.

Response
Specific to 8(b): The Company has made the requested revisions.

 c. Add the third sentence of the description of the MSCI EAFE Price Return Index under “Index Performance
Risk” to its description on page 25.

Response
Specific to 8(c): The Company has made the requested revision.

 d. The last sentence under “Liquidity Risk – Liquidity Risk Generally” refers to adverse
tax consequences. Please specify what they are.

Response
Specific to 8(d): The Company has made the requested clarification.

 e. In “Liquidity Risk – Limits on Transfers,” please point out what happens to invested
assets if investors do not notify the Company of their choices, e.g., a default automatically reinvested in a segment of the same type
(same index and same upside and downside limits) or to a segment with a cap that investors might find unacceptable, and in either case,
without an opportunity to reallocate assets until the end of the segment.

Response
Specific to 8(e): The Company has made the requested clarification.

 f. In “Liquidity Risk – Consequences of Withdrawals/Surrenders
Generally,” in pointing out that indexed annuities carry a risk of principal loss, please also note the following:

 i. Because of adjustments and charges are imposed when amounts
are withdrawn before either the end of a surrender charge period or the end of a segment, these withdrawals can result in a loss of principal
even if index performance has been positive.

 ii. Ongoing contract charges associated with amounts investments in the indexed annuities, could also cause
amounts available for withdrawal to be less than what has been invested, even if index performance has been positive.

 iii. Point out whether the limits on downside loss are for the duration of the segment or for a different
period such as one year, and that amounts held for multiple segments can result in larger losses than that indicated by the stated limit
for a single segment.

Response
for all of 8(f): The Company has made the requested revisions and clarifications.

 g. In “Liquidity Risk – Consequences of Withdrawals/Surrenders Generally,” revise the
second sentence of the first paragraph from “where the Index is performing” to “even where the Index is performing,
see. e.g., “even if” in last sentence of second paragraph under “Segment Interim Value Risk” on page 10.

Response
Specific to 8(g): The Company has made the requested revision.

 h. Please revise the heading “Insurance Company Risks”
on page 10 as “Credit Risks” or something similar and in the first sentence, revise “the guarantees under” as
 “the obligations under.”

Response
Specific to 8(h): The Company has made the requested revision.

 i. Briefly summarize the point of the calculation described in
the third sentence of the first paragraph under “Segment Interim Value Risk,” i.e., to provide the current estimate
of the value of the Segment at the end of the Segment.

Please bold the last sentence of the second paragraph.

Also please clarify the meaning of the first sentence
of the third paragraph, i.e., negative adjustments would seemingly always be negative.

Response
Specific to 8(i): The Company has made the requested revisions and clarifications.

 j. In “Buffer and Floor Rate Risk” please clarify first
in the second sentence of the second paragraph that the Floor Rate or Buffer Rate is expressed as to a single Segment, and this means
that, over the course of multiple Segments, the cumulative loss could be in excess of the Buffer Rate or Floor for a single Segment.

Please also clarify that the Buffer and Floor rates apply
to the entire applicable Segment Term, i.e., not an annual rate so protection wil