Principal Financial Group 10-K 2021-12-31

Filed 2022-02-11. 1 sections, 1055K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES****SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-16725

PRINCIPAL FINANCIAL GROUP, INC**.**

(Exact name of Registrant as specified in its charter)


Delaware(State or other jurisdiction of incorporation or organization)	711 High Street,Des Moines, Iowa 50392(Address of principal executive offices)	42-1520346(I.R.S. Employer Identification Number)

	(515) 247-5111(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common Stock, par value $0.01	Trading symbol(s) PFG	Name of each exchange on which registered Nasdaq Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

As of January 28, 2022, there were outstanding 261,227,525 shares of Common Stock, $0.01 par value per share of the Registrant.

The aggregate market value of the shares of the Registrant’s common equity held by non-affiliates of the Registrant was approximately $17.0 billion based on the closing price of $63.19 per share of Common Stock on June 30, 2021.

Documents Incorporated by Reference

The information required to be furnished pursuant to Part III of this Form 10-K is set forth in, and is hereby incorporated by reference herein from, the Registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May 17, 2022, to be filed by the Registrant with the United States Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, 2021.

PRINCIPAL FINANCIAL GROUP, INC.

TABLE OF CONTENTS


PART I		4
Item 1.	Business	4
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	42
Item 2.	Properties	42
Item 3.	Legal Proceedings	42
Information about our Executive Officers		42

PART II		43
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	82
Item 8.	Financial Statements and Supplementary Data	89
	Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	90
	Report of Independent Registered Public Accounting Firm	91
	Consolidated Statements of Financial Position	94
	Consolidated Statements of Operations	95
	Consolidated Statements of Comprehensive Income	96
	Consolidated Statements of Stockholders’ Equity	97
	Consolidated Statements of Cash Flows	98
	Notes to Consolidated Financial Statements	99
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	217
Item 9A.	Controls and Procedures	217
Item 9B.	Other Information	217

PART III		218
Item 10.	Directors, Executive Officers and Corporate Governance	218
Item 11.	Executive Compensation	218
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	218
Item 13.	Certain Relationships and Related Transactions, and Director Independence	219
Item 14.	Principal Accounting Fees and Services	219

[PART IV](#PA

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