Principal Financial Group 10-K 2022-12-31

Filed 2023-02-16. 2 sections, 1051K characters. Original on sec.gov · Markdown · JSON

What changed since the 2021-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

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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
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For the fiscal year ended December 31, 2022
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OR
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☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

Commission file number 1-16725

PRINCIPAL FINANCIAL GROUP, INC**.**

(Exact name of Registrant as specified in its charter)

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

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

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

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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.

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

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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. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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 30, 2023, there were outstanding 243,104,123 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 $16.7 billion based on the closing price of $66.79 per share of Common Stock on June 30, 2022.

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 16, 2023, 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, 2022.

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PRINCIPAL FINANCIAL GROUP, INC.

TABLE OF CONTENTS

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PART I4
Item 1.Business​4
Item 1A.Risk Factors​20
Item 1B.Unresolved Staff Comments​39
Item 2.Properties​39
Item 3.Legal Proceedings​40
Information about our Executive Officers​40
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PART II​41
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​41
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations​42
Item 7A.Quantitative and Qualitative Disclosures About Market Risk​78
Item 8.Financial Statements and Supplementary Data​85
​Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting​86
​Report of Independent Registered Public Accounting Firm​87
​Consolidated Statements of Financial Position​90
​Consolidated Statements of Operations​91
​Consolidated Statements of Comprehensive Income​92
​Consolidated Statements of Stockholders’ Equity​93
​Consolidated Statements of Cash Flows​94
​Notes to Consolidated Financial Statements​95
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure​222
Item 9A.Controls and Procedures​222
Item 9B.Other Information​222
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PART III​223
Item 10.Directors, Executive Officers and Corporate Governance​223
Item 11.[Executive Compensation](#Item11Executive

Showing the first 8K of 991K characters. Open the full section

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

In order to ensure the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have adopted disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file with or submit to the SEC is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer, Daniel J. Houston, and our Chief Financial Officer, Deanna D. Strable-Soethout, have reviewed and evaluated our disclosure controls and procedures as of December 31, 2022, and have concluded our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Management of Principal Financial Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer, Daniel J. Houston, and our Chief Financial Officer, Deanna D. Strable-Soethout, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation, management has concluded that Principal Financial Group, Inc.’s internal control over financial reporting was effective as of December 31, 2022.

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this annual report on Form 10-K, has issued its report on the effectiveness of our internal control over financial reporting. The report is included in Item 8. “Financial Statements and Supplementary Data.”

Changes in Internal Control Over Financial Reporting

We had no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information called for by Item 10 pertaining to directors is set forth in Principal Financial Group, Inc.’s proxy statement relating to the 2023 annual stockholders meeting (the “Proxy Statement”), which will be filed with the SEC on or about April 3, 2023, under the captions, “Election of Directors,” “Corporate Governance,” and “Security Ownership of Certain Beneficial Owners and Management — Delinquent Section 16(a) Reports.” Such information is incorporated herein by reference. The information called for by Item 10 pertaining to executive officers can be found in Part I of this Form 10-K under the caption, “Information about our Executive Officers.” The Company has adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The code of ethics has been posted on our internet website, found at www.principal.com. We intend to satisfy disclosure requirements regarding amendments to, or waivers from, any provision of our code of ethics on our website.

Item 11. Executive Compensation

The information called for by Item 11 pertaining to executive compensation is set forth in the Proxy Statement under the caption, “Executive Compensation,” and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by Item 12 pertaining to security ownership of certain beneficial owners and management is set forth in the Proxy Statement under the caption, “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference.

Equity Compensation Plan Information

In general, we have two compensation plans under which our equity securities are authorized for issuance to employees or directors (not including our tax qualified pension plans): the Principal Financial Group, Inc. 2021 Stock Incentive Plan and the Principal Financial Group, Inc. Employee Stock Purchase Plan. The following table shows the number of shares of common stock issuable upon exercise of options outstanding as of December 31, 2022, the weighted average exercise price of those options and the number of shares of common stock remaining available for future issuance as of December 31, 2022, excluding shares issuable upon exercise of outstanding options.

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​(a)(b)(c)
​​​​​​​Number of securities
​​​​​​​remaining available for
​​Number of securities​Weighted-average​future issuance under
​​to be issued upon​exercise price of​equity compensation
​​exercise of outstanding​outstanding​plans (excluding
​​options, warrants​options, warrants​securities reflected
Plan Category​and rights​and rights​in column (a))
Equity compensation plans approved by our stockholders (1)7,964,890(2)$54.36(3)26,465,720(4)
Equity compensation plans not approved by our stockholders—​n/a—​
(1)The Principal Financial Group, Inc. Employee Stock Purchase Plan, the Principal Financial Group, Inc. Stock Incentive Plan and the Principal Financial Group, Inc. Directors Stock Plan were each approved by our sole stockholder, Principal Mutual Holding Company, prior to our initial public offering of common stock on October 22, 2001. Subsequently, the Principal Financial Group, Inc. 2005 Stock Incentive Plan and the Principal Financial Group, Inc. 2005 Directors Stock Plan were each approved by our stockholders on May 17, 2005. An amendment to the Principal Financial Group, Inc. Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan was approved on May 19, 2009. On May 18, 2010, our shareholders approved the 2010 Stock Incentive Plan, which replaced the 2005 Stock Incentive Plan. The 2010 Stock Incentive Plan was subsequently renamed the Amended and Restated 2010 Stock Incentive Plan. On May 20, 2014, our shareholders approved the Principal Financial Group, Inc. 2014 Stock Incentive Plan and the Principal Financial Group, Inc. 2014 Directors Stock Plan. On May 19, 2020, our shareholders approved the Principal Financial Group, Inc. 2020 Directors Stock Plan. On May 18, 2021, our shareholders approved the Principal Financial Group, Inc. 2021 Stock Incentive Plan.
(2)Includes 3,322,841 options outstanding under the employee stock incentive plans, 817,684 performance shares under the employee stock incentive plans, 3,515,438 restricted stock units under the employee stock incentive plans, 241,037 restricted stock units under the directors stock plans and 67,890 other stock-based awards under the director stock plans for obligations under the Deferred Compensation Plan for Non-Employee Directors of Principal Financial Group, Inc.
(3)The weighted-average exercise price relates only to outstanding stock options, not to outstanding performance shares, restricted stock units or other stock-based awards.
(4)This number includes 3,458,225 shares remaining for issuance under the Employee Stock Purchase Plan and 23,007,495 shares available for issuance in respect of future awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards under the 2021 Stock Incentive Plan.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The information called for by Item 13 pertaining to certain relationships and related transactions is set forth in the Proxy Statement under the captions, “Corporate Governance — Director Independence,” and “Corporate Governance — Certain Relationships and Related Transactions,” and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information called for by Item 14 pertaining to principal accounting fees and services is set forth in the Proxy Statement under the caption, “Ratification of Appointment of Independent Registered Public Accountants,” and is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

a.Documents filed as part of this report.
  1. Financial Statements (see Item 8. Financial Statements and Supplementary Data)

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

Audited Consolidated Financial Statements

Consolidated Statements of Financial Position

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

  1. Schedule I — Summary of Investments — Other Than Investments in Related Parties

Schedule II — Condensed Financial Information of Registrant (Parent Only)

Schedule III — Supplementary Insurance Information

Schedule IV — Reinsurance

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

  1. Exhibits

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Index of Exhibits

(Item 15.a.3.)

​​​​Incorporated by****reference herein
Exhibit****NumberDescriptionFormFile Date
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2.1​Sale and Purchase Promise Agreement, dated October 5, 2012, among Principal Financial Services, Inc., Empresas Penta S.A. and Inversiones Banpenta Limitada​8-K​November 13, 2012
2.2​Purchase Agreement, dated as of April 9, 2019, by and between Wells Fargo Bank, N.A., Principal Financial Services, Inc. and (for certain limited purposes) Wells Fargo & Company​10-Q​May 2, 2019
3.1​Amended and Restated Certificate of Incorporation of Principal Financial Group, Inc.​8-K​June 17, 2005
3.2​Amended and Restated By-Laws of Principal Financial Group, Inc.​8-K​March 2, 2018
4.1​Form of Certificate for the Common Stock of Principal Financial Group, Inc., par value $0.01 per share​S-1/A​August 2, 2001
4.2​Senior Indenture, dated as of October 11, 2006, between Principal Financial Group, Inc. and The Bank of New York, as Trustee​8-K​October 17, 2006
4.2.1​First Supplemental Indenture, dated as of October 16, 2006, among Principal Financial Group, Inc., Principal Financial Services, Inc. and The Bank of New York, as Trustee​8-K​October 17, 2006
4.2.2​6.05% Senior Note ($500,000,000) due October 15, 2036​8-K​October 17, 2006
4.2.3​6.05% Senior Note ($100,000,000) due October 15, 2036​8-K​December 6, 2006
4.2.4​Guarantee from Principal Financial Services, Inc. with respect to the 6.05% Senior Notes due 2036​8-K​October 17, 2006
4.3​Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York, as Trustee​8-K​May 21, 2009
4.3.1​Third Supplemental Indenture (including the form of 2022 Notes), dated as of September 10, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee​8-K​September 10, 2012
4.3.2​Fourth Supplemental Indenture (including the form of 2042 Notes), dated as of September 10, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee​8-K​September 10, 2012
4.3.3​Sixth Supplemental Indenture (including the form of 2023 Notes), dated as of November 16, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee​8-K​November 16, 2012
4.3.4​Seventh Supplemental Indenture (including the form of 2043 Notes), dated as of November 16, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee​8-K​November 16, 2012
4.3.5​Eighth Supplemental Indenture (including the form of 3.400% Senior Note due 2025), dated as of May 7, 2015, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 3.400% Senior Notes due 2025​8-K​May 7, 2015
4.3.6​Ninth Supplemental Indenture (including the form of 3.100% Senior Note due 2026), dated as of November 10, 2016, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 3.100% Senior Notes due 2026​8-K​November 10, 2016
4.3.7​Tenth Supplemental Indenture (including the form of 4.300% Senior Note due 2046), dated as of November 10, 2016, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 4.300% Senior Notes due 2046​8-K​November 10, 2016
4.3.8​Guarantee from Principal Financial Services, Inc. with respect to the 3.300% Senior Notes due 2022​8-K​September 10, 2012
4.3.9​Guarantee from Principal Financial Services, Inc. with respect to the 4.625% Senior Notes due 2042​8-K​September 10, 2012
4.3.10​Guarantee from Principal Financial Services, Inc. with respect to the 3.125% Senior Notes due 2023​8-K​November 16, 2012
4.3.11​Guarantee from Principal Financial Services, Inc. with respect to the 4.350% Senior Notes due 2043​8-K​November 16, 2012
4.3.12​Guarantee from Principal Financial Services, Inc. with respect to the 3.400% Senior Notes due 2025​8-K​May 7, 2015
4.3.13​Guarantee from Principal Financial Services, Inc. with respect to the 3.100% Senior Notes due 2026​8-K​November 10, 2016
4.3.14​Guarantee from Principal Financial Services, Inc. with respect to the 4.300% Senior Notes due 2046​8-K​November 10, 2016
4.3.15​Thirteenth Supplemental Indenture (including the form of 3.700% Senior Note due 2029), dated as of May 10, 2019, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 3.700% Senior Notes due 2029​8-K​May 10, 2019
​​​​Incorporated by****reference herein
Exhibit****NumberDescriptionFormFile Date
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4.3.16​Guarantee from Principal Financial Services, Inc. with respect to the 3.700% Senior Notes due 2029​8-K​May 10, 2019
4.3.17​Fourteenth Supplemental Indenture (including the form of 2.125% Senior Note due 2030), dated as of June 12, 2020, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 2.125% Senior Notes due 2030​8-K​June 12, 2020
4.3.18​Guarantee of Principal Financial Services, Inc. with respect to the 2.125% Senior Notes due 2030​8-K​June 12, 2020
4.4​Junior Subordinated Indenture, dated as of May 7, 2015, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee​8-K​May 7, 2015
4.4.1​First Supplemental Indenture (including the form of 4.700% Fixed-to-Floating Rate Junior Subordinated Note due 2055), dated as of May 7, 2015, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 4.700% Fixed-to-Floating Rate Junior Subordinated Notes due 2055​8-K​May 7, 2015
4.4.2​Guarantee from Principal Financial Services, Inc. with respect to the 4.700% Fixed-to-Floating Rate Junior Subordinated Notes due 2055​8-K​May 7, 2015
10.1​Principal Financial Group, Inc. Stock Incentive Plan​10-Q​August 6, 2003
10.1.1​Form of Restricted Stock Unit Award Agreement​8-K​March 7, 2005
10.1.2​Form of Stock Option Award Agreement​8-K​March 7, 2005
10.1.3​Principal Financial Group, Inc. 2005 Stock Incentive Plan​10-Q​August 3, 2005
10.1.4​Principal Financial Group, Inc. 2010 Stock Incentive Plan​DEF14A​April 6, 2010
10.1.5​Amended and Restated Principal Financial Group, Inc. 2010 Stock Incentive Plan​10-Q​May 2, 2012
10.1.6​Principal Financial Group, Inc. 2014 Stock Incentive Plan​DEF14A​April 7, 2014
10.1.7​Principal Financial Group, Inc. 2021 Stock Incentive Plan​DEF14A​April 5, 2021
10.2​Principal Financial Group Long-Term Performance Plan​S-1​June 8, 2001
10.3​Resolution of Human Resources Committee of the Board of Directors of Principal Financial Group, Inc. amending the Principal Financial Group Long-Term Performance Plan as of October 31, 2002​10-K​March 5, 2003
10.4​Principal Financial Group Incentive Pay Plan (PrinPay), amended and restated effective January 1, 2003​10-Q​May 7, 2003
10.5​Principal Financial Group, Inc. Annual Incentive Plan​10-K​March 4, 2005
10.6​Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc. Board of Directors​10-Q​November 5, 2008
10.6.1​Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors, effective March 28, 2009​10-Q​May 6, 2009
10.6.2​Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc., effective May 17, 2010​10-K​February 16, 2011
10.6.3​Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc., effective January 1, 2012​10-K​February 15, 2012
10.6.4​Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of Principal Financial Group, Inc., effective January 1, 2015​10-K​February 11, 2015
10.6.5​Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc., effective November 28, 2017​10-K​February 9, 2018
10.7​Principal Financial Group, Inc. Directors Stock Plan​S-1​June 8, 2001
10.7.1​Principal Financial Group, Inc. 2005 Directors Stock Plan​10-Q​August 3, 2005
10.7.2​Principal Financial Group, Inc. 2014 Directors Stock Plan​DEF14A​April 7, 2014
10.7.3​Principal Financial Group, Inc. 2020 Directors Stock Plan​DEF14A​April 6, 2020
10.8​Deferred Compensation Plan for Non-Employee Directors of Principal Financial Group, Inc.​10-K​March 2, 2006
10.9​Principal Select Savings Excess Plan, restated as of January 1, 2004​10-Q​May 5, 2004
10.9.1​Amendment No. 1 to Principal Select Savings Excess Plan​10-K​March 2, 2006
10.9.2​Principal Select Savings Excess Plan for Employees, amended and restated effective January 1, 2016​10-K​February 10, 2016
​​​​Incorporated by****reference herein
Exhibit****NumberDescriptionFormFile Date
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10.9.3​Principal Select Savings Excess Plan for Individual Field, amended and restated effective January 1, 2016​10-K​February 10, 2016
10.9.4​Nonqualified Deferred Compensation Plan for Select Investment Professions of Principal Financial Group, Inc. and Affiliates, effective January 1, 2016​10-K​February 10, 2016
10.10​Supplemental Executive Retirement Plan for Employees, restated as of January 1, 2003​10-Q​May 5, 2004
10.10.1​Amendment No. 1 to the Principal Supplemental Executive Retirement Plan for Employees​10-K​March 2, 2006
10.11​Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change-of-Control Employment Agreement (Tier One Executives), dated as of February 28, 2006, by and among Principal Financial Group, Inc., Principal Financial Services, Inc., Principal Life Insurance Company and an Executive​10-Q​May 4, 2006
10.11.1​Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change-of-Control Employment Agreement (Tier One Executives)​8-K​December 2, 2008
10.11.2​Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change of Control Employment Agreement (Tier One Executives), effective December 31, 2010​10-K​February 16, 2011
10.12​Form of Principal Financial Group, Inc. Indemnification Agreement​8-K​December 2, 2008
10.12.1​Form of Principal Financial Group, Inc. Indemnification Agreement dated as of June 9, 2016.​10-Q​August 3, 2016
10.13​Compensatory Arrangement, dated as of March 14, 2002, between Principal Life Insurance Company and James P. McCaughan​10-Q​May 10, 2002
10.14​The Principal Severance Plan for Senior Executives, restated effective March 1, 2009​10-Q​May 6, 2009
10.14.1​The Principal Financial Group, Inc. Executive Severance Plan effective September 1, 2021​10-Q​October 28, 2021
10.15​The Principal Financial Group Nonqualified Defined Benefit Plan for Employees.​10-Q​August 3, 2016
4.5​Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934​​​​
21​Principal Financial Group, Inc. Member Companies as of December 31, 2022​​​​
23​Consent of Independent Registered Public Accounting Firm​​​​
31.1​Certification of Daniel J. Houston​​​​
31.2​Certification of Deanna D. Strable-Soethout​​​​
32.1​Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code — Daniel J. Houston​​​​
32.2​Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code — Deanna D. Strable-Soethout​​​​
101​The following materials from Principal Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, (vii) Schedule I — Summary of Investments — Other Than Investments in Related Parties, (viii) Schedule II — Condensed Financial Information of Registrant (Parent Only), (ix) Schedule III — Supplementary Insurance Information and (x) Schedule IV — Reinsurance​​​​
104​The cover page from Principal Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in iXBRL and contained in Exhibit 101.​​​​

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Paper copies of exhibits will be provided to shareholders upon reasonable request and upon payment of reasonable copying and mailing expenses.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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​PRINCIPAL FINANCIAL GROUP, INC.
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Dated: February 16, 2023By/s/ Deanna D. Strable-Soethout Deanna D. Strable-Soethout Executive Vice President and Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Dated: February 16, 2023

By/s/ DANIEL J. HOUSTON​By/S/ SCOTT M. MILLS
​Daniel J. Houston​​Scott M. Mills
​Chairman, President, Chief Executive Officer and​​Director
​Director​​​
​​​​​
By/s/ DEANNA D. STRABLE-SOETHOUT​By/S/ H. ELIZABETH MITCHELL
​Deanna D. Strable-Soethout​​H. Elizabeth Mitchell
​Executive Vice President and Chief​​Director
​Financial Officer (Principal Financial Officer and​​​
​Principal Accounting Officer)​​​
​​​​​
By/s/ JONATHAN S. AUERBACH​By/S/ CLAUDIO N. MURUZABAL
​Jonathan S. Auerbach​​Claudio N. Muruzabal
​Director​​Director
​​​​​
By/s/ MARY E. BEAMS​By/S/ DIANE C. NORDIN
​Mary E. Beams​​Diane C. Nordin
​Director​​Director
​​​​​
By/s/ JOCELYN CARTER-MILLER​By/S/ BLAIR C. PICKERELL
​Jocelyn Carter-Miller​​Blair C. Pickerell
​Director​​Director
​​​​​
By/s/ MICHAEL T. DAN​By/s/ CLARE S. RICHER
​Michael T. Dan​​Clare S. Richer
​Director​​Director
​​​​​
By/s/ ROGER C. HOCHSCHILD​By/s/ ALFREDO RIVERA
​Roger C. Hochschild​​Alfredo Rivera
​Director​​Director

​

​

​

​

Schedule I - Summary of Investments - Other Than Investments in Related Parties

December 31, 2022

​

​​​​​​​​​​​
​​​​​​Amount as
​​​​​​​​shown in the
​​​​​​​​consolidated
​​​​​​​​statement of
​​​​​Fair​financial
Type of InvestmentCostvalueposition
​​(in millions)
Fixed maturities, available-for-sale:​​​​​​​​​​
U.S. Treasury securities and obligations of U.S. government corporations and agencies​$1,990.9​$1,739.8​$1,739.8​
States, municipalities and political subdivisions​​7,355.4​​6,232.3​​6,232.3​
Foreign governments​​611.2​​567.3​​567.3​
Public utilities​​5,442.8​​4,783.0​​4,783.0​
Redeemable preferred stock​​157.6​​128.1​​128.1​
All other corporate bonds​​34,770.0​​31,272.1​​31,272.1​
Residential mortgage-backed pass-through securities​​2,420.6​​2,228.7​​2,228.7​
Commercial mortgage-backed securities​​5,572.2​​4,864.6​​4,864.6​
Collateralized debt obligations​​4,705.6​​4,566.4​​4,566.4​
Other debt obligations​​7,236.8​​6,507.6​​6,507.6​
Total fixed maturities, available-for-sale​​70,263.1​​62,889.9​​62,889.9​
Fixed maturities, trading​​760.7​​760.7​​760.7​
Equity securities:​​​​​​​​​​
Banks, trust and insurance companies​​363.7​​363.7​​363.7​
Public utilities​​0.2​​0.2​​0.2​
Industrial, miscellaneous and all other​​809.8​​809.8​​809.8​
Other corporate​​420.1​​420.1​​420.1​
Non-redeemable preferred stock​​114.8​​114.8​​114.8​
Total equity securities​​1,708.6​​1,708.6​​1,708.6​
Mortgage loans​​20,629.8​XXXX​​20,629.8​
Real estate, net:​​​​​​​​​​
Real estate acquired in satisfaction of debt​​2.3​XXXX​​2.3​
Other real estate​​2,237.4​XXXX​​2,237.4​
Policy loans​​784.7​XXXX​​784.7​
Other investments​​6,075.9​XXXX​​6,075.9​
Total investments​$102,462.5​XXXX​$95,089.3​

​

​

​

​

Schedule II - Condensed Financial Information of Registrant (Parent Only)

Statements of Financial Position

​

​​​​​​​​
​​December 31,
​20222021
​​(in millions)
Assets​​​​​​​
Fixed maturities, available-for-sale​$17.1​$1,051.9​
Fixed maturities, trading​​—​​109.0​
Other investments​​12.0​​10.4​
Cash and cash equivalents​​492.5​​320.3​
Income taxes receivable​​—​20.4​
Deferred income taxes​​297.1​320.9​
Amounts receivable from subsidiaries​​5.4​5.5​
Other assets​​21.8​27.1​
Investment in unconsolidated entities​​13,448.7​18,932.4​
Total assets​$14,294.6​$20,797.9​
​​​​​​​​
Liabilities​​​​​​​
Long-term debt​$3,929.2​$4,226.2​
Accrued investment payable​​24.7​25.3​
Income taxes currently payable​​2.4​​—​
Pension liability​​332.7​​473.2​
Other liabilities​​3.9​​3.8​
Total liabilities​​4,292.9​4,728.5​
​​​​​​​​
Stockholders’ equity​​​​​​​
Common stock, par value $0.01 per share; 2,500 million shares authorized; 489.8 million and 484.9 million shares issued as of 2022 and 2021; 243.5 million and 261.7 million shares outstanding as of 2022 and 2021​​4.9​4.8​
Additional paid-in capital​​10,740.4​10,495.0​
Retained earnings​​17,042.3​12,884.5​
Accumulated other comprehensive income (loss)​​(7,199.0)​1,610.9​
Treasury stock, at cost (246.3 million and 223.2 million shares as of 2022 and 2021)​​(10,586.9)​(8,925.8)​
Total stockholders’ equity attributable to Principal Financial Group, Inc.​​10,001.7​16,069.4​
Total liabilities and stockholders’ equity​$14,294.6​$20,797.9​

​

See accompanying notes.

​

Statements of Operations

​

​​​​​​​​​​​
​​For the year ended December 31,
​202220212020
​​(in millions)
Revenues​​​​​​​​​​
Net investment income​$16.8​$18.6​$13.3​
Net realized capital gains (losses)​​(53.6)​​(14.9)​​7.0​
Total revenues​​(36.8)​​3.7​​20.3​
​​​​​​​​​​​
Expenses​​​​​​​​​​
Other operating costs and expenses​​188.8​​160.9​​200.0​
Total expenses​​188.8​​160.9​​200.0​
​​​​​​​​​​​
Loss before income taxes​​(225.6)​​(157.2)​​(179.7)​
Income tax benefits​​(33.8)​​(35.6)​​(46.1)​
Equity in the net income of subsidiaries​​5,003.4​​1,832.2​​1,529.4​
​​​​​​​​​​​
Net income attributable to Principal Financial Group, Inc.​$4,811.6​$1,710.6​$1,395.8​

​

See accompanying notes.

​

Statements of Cash Flows

​

​​​​​​​​​​​
​​For the year ended December 31,
​202220212020
​​(in millions)
Operating activities​​​​​​​​​​
Net income​$4,811.6​$1,710.6​$1,395.8​
Adjustments to reconcile net income to net cash used in operating activities:​​​​​​​​​​
Net realized capital (gains) losses​​53.6​​14.9​​(7.0)​
Stock-based compensation​​1.7​​1.6​​1.4​
Equity in the net income of subsidiaries​​(5,003.4)​​(1,832.2)​​(1,529.4)​
Changes in:​​​​​​​​​​
Net cash flows for trading securities and equity securities with operating intent​​99.9​​66.1​​88.4​
Current and deferred income tax benefits​​(2.5)​​(4.8)​​(13.5)​
Other​​(30.2)​​(34.5)​​49.1​
Net cash used in operating activities​​(69.3)​​(78.3)​​(15.2)​
Investing activities​​​​​​​​​​
Fixed maturities available-for-sale and equity securities with intent to hold:​​​​​​​​​​
Purchases​​—​​(462.3)​​(736.5)​
Sales​​935.9​​—​​—​
Maturities​​52.7​​190.2​​193.7​
Net purchases of property and equipment​​(0.1)​​(0.1)​​(0.1)​
Net change in other investments​​14.3​​46.7​​(50.0)​
Dividends and returns of capital received from unconsolidated entities​​1,660.3​​1,826.3​​799.1​
Net cash provided by investing activities​​2,663.1​​1,600.8​​206.2​
Financing activities​​​​​​​​​​
Issuance of common stock​​181.7​​86.7​​42.8​
Acquisition of treasury stock​​(1,661.0)​​(937.2)​​(307.0)​
Dividends to common stockholders​​(642.3)​​(654.1)​​(614.5)​
Principal repayments of long-term debt​​(300.0)​​—​​—​
Issuance of long-term debt​​—​​—​​595.2​
Net cash used in financing activities​​(2,421.6)​​(1,504.6)​​(283.5)​
​​​​​​​​​​​
Net increase (decrease) in cash and cash equivalents​​172.2​​17.9​​(92.5)​
Cash and cash equivalents at beginning of year​​320.3​​302.4​​394.9​
​​​​​​​​​​​
Cash and cash equivalents at end of year​$492.5​$320.3​$302.4​

​

See accompanying notes.

​

(1) Basis of Presentation

The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto of Principal Financial Group, Inc.

In the parent company only financial statements, our investment in unconsolidated entities is stated at cost plus equity in undistributed earnings of subsidiaries.

Principal Financial Group, Inc. sponsors nonqualified benefit plans for select employees and agents and is responsible for the obligations of these plans. Nonqualified plan assets are held in Rabbi trusts for the benefit of all nonqualified plan participants. The invested assets and benefit plan liabilities reported in the statements of financial position exclude amounts held in these trusts. The Rabbi trusts had $852.3 million and $889.0 million of plan assets and $691.8 million and $732.9 million of benefit plan liabilities as of December 31, 2022 and 2021, respectively.

(2) Dividends and Returns of Capital Received from Unconsolidated Entities

The parent company received cash dividends and returns of capital totaling $1,660.3 million, $1,826.3 million and $799.1 million from subsidiaries in 2022, 2021 and 2020, respectively.

​

​

Schedule III - Supplementary Insurance Information

As of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021 and 2020

​

​​​​​​​​​​​
​​​​​​Contractholder
​​Deferred​Future policy​and other
​​acquisition​benefits and​policyholder
Segmentcostsclaimsfunds
​​(in millions)
2022:​​​​​​​​​​
Retirement and Income Solutions​$1,271.5​$28,322.9​$35,262.8​
Principal Global Investors​​—​​—​​—​
Principal International​​7.5​​4,275.1​​942.3​
U.S. Insurance Solutions​​3,407.9​​12,128.2​​7,943.3​
Corporate​​—​​148.7​​(360.6)​
Total​$4,686.9​$44,874.9​$43,787.8​
​​​​​​​​​​​
2021:​​​​​​​​​​
Retirement and Income Solutions​$819.4​$27,716.5​$35,941.4​
Principal Global Investors​​—​​—​​—​
Principal International​​8.4​​3,813.5​​1,047.2​
U.S. Insurance Solutions​​2,929.7​​12,262.1​​8,039.6​
Corporate​​—​​156.0​​(359.2)​
Total​$3,757.5​$43,948.1​$44,669.0​

​

Schedule III - Supplementary Insurance Information - (continued)

As of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021 and 2020

​

​​​​​​​​​​​​​​​​​
​​​​​​​​​​​Amortization of​​​
​​Premiums and​Net​Benefits, claims​deferred​Other
​​other​investment​and settlement​acquisition​operating
Segmentconsiderationsincome (1)expensescostsexpenses (1)
​​(in millions)
2022:​​​​​​​​​​​​​​​​
Retirement and Income Solutions​$1,959.7​$2,252.2​$3,228.6​$134.2​$1,606.8​
Principal Global Investors​​—​​13.1​​—​​—​​1,093.5​
Principal International​​77.7​​818.7​​697.5​​1.0​​432.6​
U.S. Insurance Solutions​​3,306.5​​564.2​​2,421.1​​249.2​​1,027.9​
Corporate​​(4.2)​​182.2​​23.6​​—​​420.7​
Total​$5,339.7​$3,830.4​$6,370.8​$384.4​$4,581.5​
​​​​​​​​​​​​​​​​​
2021:​​​​​​​​​​​​​​​​
Retirement and Income Solutions​$1,883.6​$2,674.4​$3,450.1​$116.7​$1,715.2​
Principal Global Investors​​—​​3.9​​—​​—​​1,128.6​
Principal International​​127.5​​631.1​​610.0​​1.2​​469.1​
U.S. Insurance Solutions​​2,830.4​​917.1​​3,031.7​​167.5​​998.2​
Corporate​​—​​179.6​​5.2​​—​​390.8​
Total​$4,841.5​$4,406.1​$7,097.0​$285.4​$4,701.9​
​​​​​​​​​​​​​​​​​
2020:​​​​​​​​​​​​​​​​
Retirement and Income Solutions​$3,221.0​$2,457.9​$4,899.4​$82.2​$1,578.2​
Principal Global Investors​​—​​5.6​​—​​—​​1,029.6​
Principal International​​156.6​​446.8​​440.7​​1.2​​416.8​
U.S. Insurance Solutions​​2,659.8​​850.6​​2,937.2​​304.7​​936.9​
Corporate​​—​​129.7​​4.2​​—​​296.9​
Total​$6,037.4​$3,890.6​$8,281.5​$388.1​$4,258.4​
(1)Allocations of net investment income and certain operating expenses are based on a number of assumptions and estimates. Reported operating results would change by segment if different methods were applied.

​

​

Schedule IV - Reinsurance

As of December 31, 2022, 2021 and 2020 and for each of the years then ended

​

​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​Percentage
​​​​​Ceded to​Assumed​​​​of amount
​​Gross​other​from other​​​​assumed
​amountcompaniescompaniesNet amountto net
​​($ in millions)
2022:​​​​​​​​​​​​​​​
Life insurance in force​$692,200.8​$223,416.6​$627.4​$469,411.6​0.1%
​​​​​​​​​​​​​​​​
Premiums:​​​​​​​​​​​​​​​
Life insurance and annuities​$3,414.2​$298.6​$1.0​$3,116.6​—%
Accident and health insurance​​2,380.9​​157.8​​—​​2,223.1​—%
Total​$5,795.1​$456.4​$1.0​$5,339.7​—%
​​​​​​​​​​​​​​​​
2021:​​​​​​​​​​​​​​​
Life insurance in force​$667,509.8​$383,937.7​$787.8​$284,359.9​0.3%
​​​​​​​​​​​​​​​​
Premiums:​​​​​​​​​​​​​​​
Life insurance and annuities​$3,323.3​$494.9​$1.5​$2,829.9​0.1%
Accident and health insurance​​2,167.3​​155.7​​—​​2,011.6​—%
Total​$5,490.6​$650.6​$1.5​$4,841.5​—%
​​​​​​​​​​​​​​​​
2020:​​​​​​​​​​​​​​​
Life insurance in force​$626,155.6​$377,308.2​$904.1​$249,751.5​0.4%
​​​​​​​​​​​​​​​​
Premiums:​​​​​​​​​​​​​​​
Life insurance and annuities​$4,608.7​$453.1​$1.7​$4,157.3​—%
Accident and health insurance​​2,036.7​​156.6​​—​​1,880.1​—%
Total​$6,645.4​$609.7​$1.7​$6,037.4​—%

​

​

​