10-K comparison

Principal Financial Group (PFG) 10-K risk factor changes: FY2023 vs FY2022

The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.

All filing items404 rewritten8,804 added5,472 removed1,229 unchanged

Read the changes

Principal Financial Group Form 10-K, every itemFY2023, filed 20 February 2024, against FY2022, filed 16 February 2023FY2023 on sec.govFY2022 on sec.govRead this filingJSON

Summary

counted, not written

Sentences by item

5 items, with every count and a link to each item that changed

Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

0 rewritten, 7,096 added, 0 removed, 0 unchanged

New section this year

New in FY2023

Market Risk Exposures and Risk Management

New in FY2023

Market risk is the risk we will incur losses due to adverse fluctuations in market rates and prices.

New in FY2023

Our primary market risk exposures are to interest rates, equity markets and foreign currency exchange rates.

New in FY2023

The active management of market risk is an integral part of our operations.

New in FY2023

We manage our overall market risk exposure within established risk tolerance ranges using several approaches, including:

New in FY2023

| | ● | rebalancing our existing asset or liability portfolios; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | controlling the risk structure of newly acquired assets and liabilities and |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | using derivative instruments to modify the market risk characteristics of existing assets or liabilities or assets expected to be purchased. |

New in FY2023

| --- | --- | --- |

New in FY2023

Interest Rate Risk

New in FY2023

Interest rate risk is the risk of economic losses due to adverse changes in interest rates.

New in FY2023

Interest rate risk arises primarily from our holdings in interest sensitive assets and liabilities.

New in FY2023

Changes in interest rates impact numerous aspects of our operations, including but not limited to:

New in FY2023

| | ● | yield on our invested assets; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | rate of interest we credit to contractholder account balances; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | timing of cash flows on assets and liabilities containing embedded prepayment options; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | cost of hedging our GMWB rider; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | discount rate used in valuing our liability for future policy benefits for long-duration insurance and annuity contracts; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | discount rate used in valuing our pension and OPEB obligations; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | statutory reserve and capital requirements; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | asset-based fees earned on the fixed income assets we manage; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | interest expense on our long-term borrowings; |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | fair value of intangible assets in our reporting units and |

New in FY2023

| --- | --- | --- |

New in FY2023

| | ● | fair value of financial assets and liabilities held at fair value on our consolidated statements of financial position. |

New in FY2023

| --- | --- | --- |

New in FY2023

Lower interest rates generally result in lower profitability in the long-term.

New in FY2023

Conversely, higher interest rates generally result in higher profitability in the long-term.

New in FY2023

However, an increase in market interest rates may cause a decline in the value of financial assets held at fair value on our consolidated statements of financial position.

An excerpt. Shown here: all 0 rewritten, 40 of 7,096 added and all 0 removed. The counts are complete. For every sentence, read Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the FY2023 filing.

Cover and table of contents

260 rewritten, 37 added, 5,409 removed, 961 unchanged

Rewritten

| For the fiscal year ended December 31, [removed: 2022] [added: 2023] | |

Rewritten

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

Rewritten

As of [removed: January 30, 2023,] [added: February 2, 2024,] there were outstanding [removed: 243,104,123] [added: 235,868,487] shares of Common Stock, $0.01 par value per share of the Registrant.

Rewritten

The aggregate market value of the shares of the Registrant’s common equity held by non-affiliates of the Registrant was approximately [removed: $16.7] [added: $18.7] billion based on the closing price of [removed: $66.79] [added: $75.84] per share of Common Stock on June 30, [removed: 2022.][added: 2023.]

Rewritten

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 [removed: 16, 2023,] [added: 21, 2024,] 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, [removed: 2022.][added: 2023.]

Rewritten

| [Item 1B.](#Item1BUnresolvedStaffComments_382331) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_382331) | ​ | [removed: 39] [added: 38] |

Rewritten

| [Item 7A.](#Item7AQuantitativeandQualitative) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitative) | ​ | [removed: 78] [added: 77] |

Rewritten

| [Item 8.](#Item8FinancialStatementsandSupple) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupple) | ​ | [removed: 85] [added: 83] |

Rewritten

| ​ | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#ReportofIndependent_001) | ​ | [removed: 86] [added: 84] |

Rewritten

| ​ | [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) | ​ | [removed: 87] [added: 85] |

Rewritten

| ​ | [Consolidated Statements of Financial Position](#ConsolidatedStatementsofFinancialPos) | ​ | [removed: 90] [added: 88] |

Rewritten

| ​ | [Consolidated Statements of Operations](#ConsolidatedStatementsofOperations) | ​ | [removed: 91] [added: 89] |

Rewritten

| ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensive) | ​ | [removed: 92] [added: 90] |

Rewritten

| ​ | [Consolidated Statements of Stockholders’ Equity](#ConsolidatedStatementsofStockholders) | ​ | [removed: 93] [added: 91] |

Rewritten

| ​ | [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows) | ​ | [removed: 94] [added: 92] |

Rewritten

| ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_2) | ​ | [removed: 95] [added: 93] |

Rewritten

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 222] [added: 247] |

Rewritten

| [Item 9A.](#Item9AControlsandProcedures) | [Controls and Procedures](#Item9AControlsandProcedures) | ​ | [removed: 222] [added: 247] |

Rewritten

| [Item [removed: 9B.](#Item9BOtherInformation)] [added: 9B.](#Item9BOtherInformation_76214)] | [Other [removed: Information](#Item9BOtherInformation)] [added: Information](#Item9BOtherInformation_76214)] | ​ | [removed: 222] [added: 247] |

Rewritten

| [PART III](#PARTIII) | | ​ | [removed: 223] [added: 248] |

Rewritten

| [Item 10.](#Item10DirectorsExecutiveOfficers) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers) | ​ | [removed: 223] [added: 248] |

Rewritten

| [Item 11.](#Item11ExecutiveCompensation) | [Executive Compensation](#Item11ExecutiveCompensation) | ​ | [removed: 223] [added: 248] |

Rewritten

| [Item [removed: 12.](#Item12SecurityOwnershipofCertain)] [added: 12.](#Item12Se_26333)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#Item12SecurityOwnershipofCertain)] [added: Matters](#Item12Se_26333)] | ​ | [removed: 223] [added: 248] |

Rewritten

| [Item 13.](#Item13CertainRelationships) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationships) | ​ | [removed: 224] [added: 249] |

Rewritten

| [Item 14.](#Item14PrincipalAccountingFees) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFees) | ​ | [removed: 224] [added: 249] |

Rewritten

| [PART IV](#PARTIV) | | ​ | [removed: 225] [added: 250] |

Rewritten

| [Item 15.](#Item15ExhibitsandFinancialStateme) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStateme) | ​ | [removed: 225] [added: 250] |

Rewritten

| [Signatures](#Signatures_171764) | | ​ | [removed: 229] [added: 254] |

Rewritten

| [Schedule I — Summary of Investments — Other Than Investments in Related Parties](#ScheduleISummaryofInvestmentsOtherThanIn) | | ​ | [removed: 230] [added: 255] |

Rewritten

| [Schedule II — Condensed Financial Information of Registrant (Parent Only)](#ScheduleIICondensedFinancialInformationo) | | ​ | [removed: 231] [added: 256] |

Rewritten

| [Schedule III — Supplementary Insurance Information](#ScheduleIIISupplementaryInsuranceInforma) | | ​ | [removed: 235] [added: 260] |

Rewritten

| [Schedule IV — Reinsurance](#ScheduleIVReinsurance_187583) | | ​ | [removed: 237] [added: 262] |

Rewritten

Principal Financial Group, Inc. (“PFG”) is a leader in global [removed: investment management] [added: financial services] offering businesses, individuals and institutional clients a wide range of financial products and services, including retirement, asset management and [removed: insurance] [added: workplace benefits and protection solutions] through our diverse family of financial services companies.

Rewritten

We had [removed: $1,455.8] [added: $1,578.7] billion in assets under administration (“AUA”), including [removed: $635.3] [added: $694.5] billion in assets under management (“AUM”) as of December 31, [removed: 2022.][added: 2023.]

Rewritten

Our global asset management businesses serve a broad range of [added: institutional, retirement, high net worth, and retail] investors worldwide.

Rewritten

[removed: We] [added: Our focused investment teams] provide [added: diverse,] long-term investment [removed: strategies to institutional, retirement, high net worth and retail clients by offering a range of] capabilities including equity, fixed income, real [removed: estate] [added: estate,] and other alternative investments, as well as fund offerings.

Rewritten

In the [removed: U.S.,we] [added: U.S., we] offer a broad array of retirement and employee benefit [removed: solutions] and [removed: individual] insurance solutions to meet the needs of the business owner and their employees.

Rewritten

[removed: In addition, we] [added: We] are a leading provider of [added: defined contribution plans,] nonqualified plans, defined benefit plans and pension risk transfer services.

Rewritten

[removed: We] [added: In addition, we] are [removed: also] one of the largest providers of specialty benefits [added: and] insurance [removed: product solutions.][added: solutions for business owners and their employees.]

Rewritten

[removed: | | ● | Retirement] [added: Workplace Savings] and [removed: Income Solutions; |][added: Retirement Solutions (“WSRS”)]

New in FY2023

| [Item 1C.](#Item1CCybersecurity_105434) | [Cybersecurity](#Item1CCybersecurity_105434) | ​ | 38 |

New in FY2023

In the second quarter of 2023, we began offering a new RILA, which provides policyholders with index-linked investment options and a fixed interest investment option, with different available term lengths.

New in FY2023

The index-linked investment options include protection against negative index performance through floor or buffer rates.

New in FY2023

In addition, Principal Bank serves as a trustee or custodian for institutional customers and facilitates cash sweep services for its affiliates and their customers through the Principal Deposit Sweep program.

New in FY2023

Our Principal Asset Management segment provides global investment solutions to institutional, retirement, retail and high net worth investors in the U.S. and select emerging markets.

New in FY2023

To effectively reach and cater to a diverse range of investors, we employ a multi-channel distribution strategy.

New in FY2023

These teams are organized into three geographic groups: U.S./Europe clients, Asia Pacific/Middle East clients and Latin America clients.

New in FY2023

Additionally, we leverage partnerships with independent broker-dealers to further broaden our distribution reach.

New in FY2023

With a global presence spanning over 80 countries, we are committed to serving a wide range of clients with diverse investment needs.

New in FY2023

Although not included in our reported AUM, CCB PAM had $151.2 billion of AUM as of December 31, 2023.

New in FY2023

We offer entrust, account services and investment management for individual and group retirement security products through a joint venture, CCB Pension Management Co., Ltd. (“CCBP”).

New in FY2023

We owned 17.647% of CCBP as of December 31, 2023.

New in FY2023

China Construction Bank is the majority partner with 70% ownership.

New in FY2023

The Social Security Fund of China owns 12.353%.

New in FY2023

Benefits and Protection Segment

New in FY2023

Benefits and Protection Markets and Distribution

New in FY2023

| | ● | our favored customer access through valuable distribution relationships; |

New in FY2023

In 2023, our commitment to enabling high performing teams remained strong.

New in FY2023

We continued to attract, retain and develop the top talent needed to deliver on our enterprise strategy.

New in FY2023

Our talent initiatives focus on fostering a community that cares, enabling a tailored approach to life and work, providing meaningful work and granting access to boundless opportunities across the enterprise.

New in FY2023

Because of the employee value proposition offered, we are confident in our ability to build teams with the diverse, global talent necessary to succeed.

New in FY2023

The following table provides retention data for our employee workforce as of December 31, 2023.

New in FY2023

| ​ | | Global | | U.S. | |

New in FY2023

| Average tenure, continuous years of service (1) | | 8.5 | | 11.1 | ​ |

New in FY2023

| Annual turnover rate | | 16.8 | % | 10.2 | % |

New in FY2023

| (1) | Continuous years of service represents the number of years employed by us in the most recent employment period. |

New in FY2023

| American Indian or Alaska Native | ​ | < 1 | % | < 1 | % | 8 | % | — | % |

New in FY2023

| Native Hawaiian or other Pacific Islander | ​ | < 1 | ​ | < 1 | ​ | — | ​ | — | ​ |

New in FY2023

| Two or more races | ​ | 2 | ​ | 1 | ​ | — | ​ | — | ​ |

New in FY2023

On October 31, 2023, the DOL proposed a new regulation redefining what it means to provide investment advice as a fiduciary.

New in FY2023

The DOL also proposed changes to several of its prohibited transaction exemptions relating to fiduciary investment advice.

New in FY2023

See the risk factor entitled “Loss of key vendor relationships or failure of a vendor to protect information of our customers or employees could adversely affect our business or result in losses” for further discussion of third party impacts.

New in FY2023

Changes in regulations may also impact market conditions and our financial results, leading to realized or unrealized losses and decreased revenues.

New in FY2023

“Business, Competition.”

New in FY2023

Retirement and Income Solutions segment and Principal Asset Management segment primarily compete with asset managers, wealth managers, banks, mutual funds, institutional trust companies, broker-dealers, recordkeepers and insurers.

New in FY2023

Our ability to increase and retain AUM is directly related to the quality of our recordkeeping system and services and the performance of our investments as measured against market averages and the performance of our competitors.

New in FY2023

Even when securities prices are generally rising, performance can be affected by investment styles.

Dropped from FY2022

​

Dropped from FY2022

| --- | --- |

Dropped from FY2022

| ​ | ​ | ​ |

Dropped from FY2022

| --- | --- | --- |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

PRINCIPAL FINANCIAL GROUP, INC.

Dropped from FY2022

| | | ​ | |

Dropped from FY2022

| --- | --- | --- | --- |

Dropped from FY2022

| ​ | ​ | ​ | ​ |

Dropped from FY2022

Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on us.

Dropped from FY2022

Such forward-looking statements are not guarantees of future performance.

Dropped from FY2022

Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties.

Dropped from FY2022

Those risks and uncertainties include, but are not limited to, the risk factors listed in Item 1A.

Dropped from FY2022

“Risk Factors.”

Dropped from FY2022

We are a leading provider of defined contribution plans.

Dropped from FY2022

Additionally, we believe we have a significant opportunity to leverage our U.S. retirement expertise in select international markets that have adopted or are moving toward private sector defined contribution pension systems.

Dropped from FY2022

| | ● | Principal Global Investors; |

Dropped from FY2022

| | ● | U.S. Insurance Solutions. |

Dropped from FY2022

We also have a Corporate segment, which consists of the assets and activities that have not been allocated to any other segment.

Dropped from FY2022

See Item 8.

Dropped from FY2022

The economics of the Reinsurance Transaction were effective as of January 1, 2022.

Dropped from FY2022

As such, we recorded impacts for January through June 2022 in our second quarter 2022 results.

Dropped from FY2022

Retirement and Income Solutions Segment

Dropped from FY2022

We organize our Retirement and Income Solutions operations into two business groupings:

Dropped from FY2022

| | ● | Retirement and Income Solutions – Fee: includes workplace savings and retirement solutions (“WSRS”, formerly known as “full service accumulation”), trust and custody services and individual variable annuities; and |

Dropped from FY2022

Retirement and Income Solutions — Fee

Dropped from FY2022

Workplace Savings and Retirement Solutions

Dropped from FY2022

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| | | | | | | | |

Dropped from FY2022

| ​ | | _(in millions)_ | | | | | ​ |

Dropped from FY2022

Retirement and Income Solutions – Spread

Dropped from FY2022

Principal Global Investors Segment

Dropped from FY2022

Our products and services are distributed through various channels to reach and meet the needs of a broad investor base.

Dropped from FY2022

We also maintain relationships with independent broker-dealers to distribute our products and services, maintaining relationships with over 55,000 independent brokers, consultants and agents.

Dropped from FY2022

As of December 31, 2022, Principal Global Investors and its focused investment teams had over 790 third party institutional clients in 40 countries with $124.0 billion of AUM.

Dropped from FY2022

We entered these locations through acquisitions, start-up operations and joint ventures.

Dropped from FY2022

On December 28, 2022, we finalized the acquisition of a minority ownership interest in CCB Pension Management Co., Ltd. (“CCBP”), China Construction Bank’s pension business with the Social Security Fund of China.

Dropped from FY2022

U.S. Insurance Solutions Segment

Dropped from FY2022

In 2022, we reinsured our ULSG block of business with Talcott Life & Annuity Re as part of the Reinsurance Transaction.

An excerpt. Shown here: 40 of 260 rewritten, all 37 added and 40 of 5,409 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2023 filing and the FY2022 filing.

Item 1B. Unresolved Staff Comments

0 rewritten, 1 added, 0 removed, 0 unchanged

New section this year

New in FY2023

None.

Item 1C. Cybersecurity

0 rewritten, 1,602 added, 0 removed, 0 unchanged

New section this year

New in FY2023

Risk management is an essential component of our culture and business model.

New in FY2023

Guarding against the specific risks posed by cybersecurity threats has been and will continue to be very dynamic in nature, requiring that we remain agile and aware of internal and external changes.

New in FY2023

We recognize that cybersecurity threats can be among the most critical risks facing large companies.

New in FY2023

As a result, cybersecurity is treated as a Board-level matter and overseen by the Board.

New in FY2023

However, both the Board and management have an integral role in the identification, assessment and management of cybersecurity risk.

New in FY2023

The Board oversees management’s execution and performance of its risk management responsibilities, which includes cybersecurity threats.

New in FY2023

The Board receives at least one cybersecurity report every quarter from our Chief Information Officer, our Chief Information Security Officer, our Chief Risk Officer or other professionals.

New in FY2023

The Board also reviews and approves the business resiliency and information security programs intended to guard against cybersecurity and related risks.

New in FY2023

Lastly, the Board receives input on cybersecurity issues from external entities such as our independent auditor, regulators and consultants.

New in FY2023

Each of these steps further the Board’s efforts to ensure we have established and are proactively maintaining an enterprise-wide cybersecurity risk program with appropriate policies, practices and controls designed to ensure resiliency in the face of emerging threats.

New in FY2023

Management holds relevant expertise in assessing and managing cybersecurity threats.

New in FY2023

Numerous members of management and employees across the information security and risk functions hold nationally recognized designations or certifications, including the Certified Information Systems Security Professional designation, Global Information Assurance Certifications or Amazon Web Services Cloud Certifications.

New in FY2023

We also provide role-based security training to workers with assigned information security-related roles and responsibilities.

New in FY2023

This includes topics on social engineering tactics and other general threats posed for system compromise and data loss.

New in FY2023

The initiatives and processes discussed further below also contribute to the expertise and experience of management.

New in FY2023

The framework for our overall process for managing risk encompasses the management of risks posed by cybersecurity threats and is discussed further in Item 1.

New in FY2023

“Business, Risk Management.” As a general matter, we take a proactive approach to assessing and monitoring cybersecurity-specific risks that is oriented around monitoring emerging external threats, ensuring controls are in place to identify and manage risk within our technology environment and creating a culture of vigilance across the organization.

New in FY2023

We test for and resolve weaknesses and vulnerabilities within our systems and applications by using network and infrastructure vulnerability testing and adversary emulation, also known as red teaming, and hire a third party to do the same at least once a year.

New in FY2023

We also undergo a third party maturity assessment of our information security program every two years and a third party enterprise penetration test annually.

New in FY2023

We leverage external resources to help define information security and technology standards for our environment.

New in FY2023

Our cybersecurity controls are monitored and refined based on learnings from regular red team engagements and analysis by threat hunters.

New in FY2023

All cyber defense operations are enriched through a dedicated cybersecurity threat intelligence function.

New in FY2023

We collaborate with information security peers across the industry to maximize threat intelligence.

New in FY2023

Our threat intelligence program helps create awareness and understanding of potential cybersecurity threats and adversaries.

New in FY2023

We proactively assess potential risks presented by new services or systems integrated with our network or data and ensure appropriate controls are applied under such circumstances.

New in FY2023

We perform due diligence and monitor third party relationships based on risk profile to assess the suitability of their cybersecurity controls and protocols for the business operations or services for which they are engaged.

New in FY2023

Our awareness and training program creates a risk-aware culture to ensure employees understand cybersecurity threats and are accountable for completing required training.

New in FY2023

We have empowered and conditioned our global workforce to recognize and resist phishing attempts with our simulated phishing program.

New in FY2023

At least quarterly, our employees are presented with simulated phishing scenarios that deliver hands-on experience and on-the-spot education opportunities.

New in FY2023

All engineers and employees holding equivalent roles who are involved in software development also receive mandated secure software development training.

New in FY2023

We have an enterprise incident management plan that provides a framework for preparing for, managing and responding to cybersecurity incidents that may arise.

New in FY2023

The plan ensures stakeholders across the organization are identified who have the appropriate experience, training and expertise in incident management, and that the organization is well positioned to address incidents.

New in FY2023

For example, we carry out cybersecurity incident response exercises to develop widespread familiarity and experience in responding to cybersecurity incidents.

New in FY2023

No risks from any known cybersecurity incidents have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

New in FY2023

For further discussion related to how cybersecurity risks may impact our performance in the future, see Item 1A.

New in FY2023

“Risk Factors.”

New in FY2023

Item 2.

New in FY2023

Properties

New in FY2023

As of December 31, 2023, we owned properties in our home office complex in Des Moines, Iowa, and leased space for various offices located throughout the U.S. and internationally.

New in FY2023

We believe that our owned and leased properties are suitable and adequate for our current business operations.

An excerpt. Shown here: all 0 rewritten, 40 of 1,602 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. Cybersecurity in the FY2023 filing.

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

144 rewritten, 68 added, 63 removed, 268 unchanged

Rewritten

Strable-Soethout, have reviewed and evaluated our disclosure controls and procedures as of December 31, [removed: 2022,] [added: 2023,] and have concluded our disclosure controls and procedures are effective.

Rewritten

Based on our evaluation, management has concluded that Principal Financial Group, Inc.’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Rewritten

The information called for by Item 10 pertaining to directors is set forth in Principal Financial Group, Inc.’s proxy statement relating to the [removed: 2023] [added: 2024] annual [removed: stockholders] meeting [added: of stockholders] (the “Proxy Statement”), which will be filed with the SEC on or about April [removed: 3, 2023,] [added: 8, 2024,] 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.

Rewritten

The following table shows the number of shares of common stock issuable upon exercise of options outstanding as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] excluding shares issuable upon exercise of outstanding options.

Rewritten

| (2) | Includes [removed: 3,322,841] [added: 2,809,658] options outstanding under the employee stock incentive plans, [removed: 817,684] [added: 843,965] performance shares under the employee stock incentive plans, [removed: 3,515,438] [added: 3,268,674] restricted stock units under the employee stock incentive plans, [removed: 241,037] [added: 179,816] restricted stock units under the directors stock plans and [removed: 67,890] [added: 68,996] 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. |

Rewritten

| (4) | This number includes [removed: 3,458,225] [added: 2,971,119] shares remaining for issuance under the Employee Stock Purchase Plan and [removed: 23,007,495] [added: 21,822,644] 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. |

Rewritten

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 [added: Party] Transactions,” and is incorporated herein by reference.

Rewritten

| 4.3.1 | ​ | [removed: [Third] [added: [Fourth] Supplemental Indenture (including the form of [removed: 2022] [added: 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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912062426/a12-19416_6ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912062426/a12-19416_6ex4d2.htm)] | ​ | 8-K | ​ | September 10, 2012 |

Rewritten

| 4.3.2 | ​ | [removed: [Fourth] [added: [Sixth] Supplemental Indenture (including the form of [removed: 2042] [added: 2023] Notes), dated as of [removed: September 10,] [added: 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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912062426/a12-19416_6ex4d2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d2.htm)] | ​ | 8-K | ​ | [removed: September 10,] [added: November 16,] 2012 |

Rewritten

| 4.3.3 | ​ | [removed: [Sixth] [added: [Seventh] Supplemental Indenture (including the form of [removed: 2023] [added: 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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d3.htm)] | ​ | 8-K | ​ | November 16, 2012 |

Rewritten

| 4.3.4 | ​ | [removed: [Seventh] [added: [Eighth] Supplemental Indenture (including the form of [removed: 2043 Notes),] [added: 3.400% Senior Note due 2025),] dated as of [removed: November 16, 2012,] [added: 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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d3.htm)] [added: trustee, relating to the 3.400% Senior Notes due 2025](https://www.sec.gov/Archives/edgar/data/1126328/000110465915035665/a15-10269_9ex4d2.htm)] | ​ | 8-K | ​ | [removed: November 16, 2012] [added: May 7, 2015] |

Rewritten

| 4.3.5 | ​ | [removed: [Eighth] [added: [Ninth] Supplemental Indenture (including the form of [removed: 3.400%] [added: 3.100%] Senior Note due [removed: 2025),] [added: 2026),] dated as of [removed: May 7, 2015,] [added: 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 [removed: 3.400%] [added: 3.100%] Senior Notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1126328/000110465915035665/a15-10269_9ex4d2.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d2.htm)] | ​ | 8-K | ​ | [removed: May 7, 2015] [added: November 10, 2016] |

Rewritten

| 4.3.6 | ​ | [removed: [Ninth] [added: [Tenth] Supplemental Indenture (including the form of [removed: 3.100%] [added: 4.300%] Senior Note due [removed: 2026),] [added: 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 [removed: 3.100%] [added: 4.300%] Senior Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d2.htm)] [added: 2046](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d3.htm)] | ​ | 8-K | ​ | November 10, 2016 |

Rewritten

| [removed: 4.3.7] [added: 4.3.13] | ​ | [removed: [Tenth] [added: [Thirteenth] Supplemental Indenture (including the form of [removed: 4.300%] [added: 3.700%] Senior Note due [removed: 2046),] [added: 2029),] dated as of [removed: November] [added: May] 10, [removed: 2016,] [added: 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 [removed: 4.300%] [added: 3.700%] Senior Notes due [removed: 2046](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d3.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1126328/000110465919028610/a19-8811_5ex4d2.htm)] | ​ | 8-K | ​ | [removed: November] [added: May] 10, [removed: 2016] [added: 2019] |

Rewritten

| [removed: 4.3.8] [added: 4.3.7] | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the [removed: 3.300%] [added: 4.625%] Senior Notes due [removed: 2022](https://www.sec.gov/Archives/edgar/data/1126328/000110465912062426/a12-19416_6ex4d3.htm)] [added: 2042](https://www.sec.gov/Archives/edgar/data/1126328/000110465912062426/a12-19416_6ex4d4.htm)] | ​ | 8-K | ​ | September 10, 2012 |

Rewritten

| 4.3.9 | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the [removed: 4.625%] [added: 4.350%] Senior Notes due [removed: 2042](https://www.sec.gov/Archives/edgar/data/1126328/000110465912062426/a12-19416_6ex4d4.htm)] [added: 2043](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d6.htm)] | ​ | 8-K | ​ | [removed: September 10,] [added: November 16,] 2012 |

Rewritten

| [removed: 4.3.10] [added: 4.3.8] | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the 3.125% Senior Notes due 2023](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d5.htm) | ​ | 8-K | ​ | November 16, 2012 |

Rewritten

| 4.3.11 | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the [removed: 4.350%] [added: 3.100%] Senior Notes due [removed: 2043](https://www.sec.gov/Archives/edgar/data/1126328/000110465912078427/a12-26777_4ex4d6.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d4.htm)] | ​ | 8-K | ​ | November [removed: 16, 2012] [added: 10, 2016] |

Rewritten

| [removed: 4.3.12] [added: 4.3.10] | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the 3.400% Senior Notes due 2025](https://www.sec.gov/Archives/edgar/data/1126328/000110465915035665/a15-10269_9ex4d5.htm) | ​ | 8-K | ​ | May 7, 2015 |

Rewritten

| [removed: 4.3.13] [added: 4.3.12] | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the [removed: 3.100%] [added: 4.300%] Senior Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d4.htm)] [added: 2046](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d5.htm)] | ​ | 8-K | ​ | November 10, 2016 |

Rewritten

| 4.3.14 | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the [removed: 4.300%] [added: 3.700%] Senior Notes due [removed: 2046](https://www.sec.gov/Archives/edgar/data/1126328/000110465916156273/a16-20611_6ex4d5.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1126328/000110465919028610/a19-8811_5ex4d3.htm)] | ​ | 8-K | ​ | [removed: November] [added: May] 10, [removed: 2016] [added: 2019] |

Rewritten

| 4.3.15 | ​ | [removed: [Thirteenth] [added: [Fourteenth] Supplemental Indenture (including the form of [removed: 3.700%] [added: 2.125%] Senior Note due [removed: 2029),] [added: 2030),] dated as of [removed: May 10, 2019,] [added: 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 [removed: 3.700%] [added: 2.125%] Senior Notes due [removed: 2029](https://www.sec.gov/Archives/edgar/data/1126328/000110465919028610/a19-8811_5ex4d2.htm)] [added: 2030](https://www.sec.gov/Archives/edgar/data/1126328/000110465920072745/tm2021713d6_ex4-2.htm)] | ​ | 8-K | ​ | [removed: May 10, 2019] [added: June 12, 2020] |

Rewritten

| 4.3.16 | ​ | [Guarantee [removed: from] [added: of] Principal Financial Services, Inc. with respect to the [removed: 3.700%] [added: 2.125%] Senior Notes due [removed: 2029](https://www.sec.gov/Archives/edgar/data/1126328/000110465919028610/a19-8811_5ex4d3.htm)] [added: 2030](https://www.sec.gov/Archives/edgar/data/1126328/000110465920072745/tm2021713d6_ex4-3.htm)] | ​ | 8-K | ​ | [removed: May 10, 2019] [added: June 12, 2020] |

Rewritten

| 4.3.17 | ​ | [removed: [Fourteenth] [added: [Fifteenth] Supplemental Indenture (including the form of [removed: 2.125%] [added: 5.375%] Senior Note due [removed: 2030),] [added: 2033),] dated as of [removed: June 12, 2020,] [added: March 8, 2023,] 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 [removed: 2.125%] [added: 5.375%] Senior Notes due [removed: 2030](https://www.sec.gov/Archives/edgar/data/1126328/000110465920072745/tm2021713d6_ex4-2.htm)] [added: 2033](https://www.sec.gov/Archives/edgar/data/1126328/000110465923030148/tm238259d6_ex4-2.htm)] | ​ | 8-K | ​ | [removed: June 12, 2020] [added: March 8, 2023] |

Rewritten

| [removed: 4.3.18] [added: 4.3.19] | ​ | [Guarantee of Principal Financial Services, Inc. with respect to the [removed: 2.125%] [added: 5.375%] Senior Notes due [removed: 2030](https://www.sec.gov/Archives/edgar/data/1126328/000110465920072745/tm2021713d6_ex4-3.htm)] [added: 2033](https://www.sec.gov/Archives/edgar/data/1126328/000110465923030148/tm238259d6_ex4-4.htm)] | ​ | 8-K | ​ | [removed: June 12, 2020] [added: March 8, 2023] |

Rewritten

| 10.1.4 | ​ | [Principal Financial Group, Inc. 2010 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746910003366/a2197558zdef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746910003366/a2197558zdef14a.htm#Appendix_A)] | ​ | DEF14A | ​ | April 6, 2010 |

Rewritten

| 10.1.6 | ​ | [Principal Financial Group, Inc. 2014 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746914003515/a2219414zdef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746914003515/a2219414zdef14a.htm#Appendix_B)] | ​ | DEF14A | ​ | April 7, 2014 |

Rewritten

| 10.1.7 | ​ | [Principal Financial Group, Inc. 2021 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746921000839/a2243096zdef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746921000839/a2243096zdef14a.htm#ei70301_appendix_a_principal_financial__app02382)] | ​ | DEF14A | ​ | April 5, 2021 |

Rewritten

| 10.7.2 | ​ | [Principal Financial Group, Inc. 2014 Directors Stock [removed: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746914003515/a2219414zdef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746914003515/a2219414zdef14a.htm#Appendix_A)] | ​ | DEF14A | ​ | April 7, 2014 |

Rewritten

| 10.7.3 | ​ | [Principal Financial Group, Inc. 2020 Directors Stock [removed: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746920002116/a2241086zdef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1126328/000104746920002116/a2241086zdef14a.htm#ei41801_appendix_a)] | ​ | DEF14A | ​ | April 6, 2020 |

Rewritten

| 4.5 | ​ | [Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex4d5.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex4d5.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 21 | ​ | [Principal Financial Group, Inc. Member Companies as of December 31, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex21.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex21.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 23 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex23.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 31.1 | ​ | [Certification of Daniel J. [removed: Houston](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex31d1.htm)] [added: Houston](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex31d1.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 31.2 | ​ | [Certification of Deanna D. [removed: Strable-Soethout](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex31d2.htm)] [added: Strable-Soethout](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex31d2.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 32.1 | ​ | [Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code — Daniel J. [removed: Houston](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex32d1.htm)] [added: Houston](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex32d1.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 32.2 | ​ | [Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code — Deanna D. [removed: Strable-Soethout](https://www.sec.gov/Archives/edgar/data/1126328/000110465923022860/pfg-20221231xex32d2.htm)] [added: Strable-Soethout](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex32d2.htm)] | ​ | ​ | ​ | ​ |

Rewritten

| 101 | ​ | The following materials from Principal Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] 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 | ​ | ​ | ​ | ​ |

Rewritten

| 104 | ​ | The cover page from Principal Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] formatted in iXBRL and contained in Exhibit 101. | ​ | ​ | ​ | ​ |

Rewritten

| Dated: February [removed: 16, 2023] [added: 20, 2024] | By | /s/ [removed: Deanna] [added: DEANNA] D. [removed: Strable-Soethout] [added: STRABLE-SOETHOUT] Deanna D. Strable-Soethout Executive Vice President and Chief Financial Officer |

New in FY2023

During the three months ended December 31, 2023, none our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

New in FY2023

| Equity compensation plans approved by our stockholders (1) | | 7,171,109 | (2) | $ | 55.39 | (3) | 24,793,763 | (4) |

New in FY2023

| 4.3.18 | ​ | [Sixteenth Supplemental Indenture (including the form of 5.500% Senior Note due 2053), dated as of March 8, 2023, 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 5.500% Senior Notes due 2053](https://www.sec.gov/Archives/edgar/data/1126328/000110465923030148/tm238259d6_ex4-3.htm) | ​ | 8-K | ​ | March 8, 2023 |

New in FY2023

| 4.3.20 | ​ | [Guarantee of Principal Financial Services, Inc. with respect to the 5.500% Senior Notes due 2053](https://www.sec.gov/Archives/edgar/data/1126328/000110465923030148/tm238259d6_ex4-5.htm) | ​ | 8-K | ​ | March 8, 2023 |

New in FY2023

| 10.11.3 | ​ | [Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change of Control Employment Agreement, effective December 18, 2021](https://www.sec.gov/Archives/edgar/data/1126328/000110465922020401/pfg-20211231xex10d11d3.htm) | ​ | 10-K | ​ | February 11,2022 |

New in FY2023

| 10.1.8 | ​ | [Principal Financial Group, Inc. 2021 Stock Incentive Plan, as amended and restated effective November 20, 2023](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex10d18.htm) | ​ | ​ | ​ | ​ |

New in FY2023

| 97 | ​ | [Principal Financial Group, Inc. Mandatory Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex97.htm) | ​ | ​ | ​ | ​ |

New in FY2023

| By | /s/ DANIEL J. HOUSTON | ​ | By | /S/ H. ELIZABETH MITCHELL |

New in FY2023

| ​ | Daniel J. Houston | ​ | ​ | H. Elizabeth Mitchell |

New in FY2023

| By | /s/ JONATHAN S. AUERBACH | ​ | By | /S/ DIANE C. NORDIN |

New in FY2023

| ​ | Jonathan S. Auerbach | ​ | ​ | Diane C. Nordin |

New in FY2023

| By | /s/ MARY E. BEAMS | ​ | By | /S/ BLAIR C. PICKERELL |

New in FY2023

| ​ | Mary E. Beams | ​ | ​ | Blair C. Pickerell |

New in FY2023

December 31, 2023

New in FY2023

| Foreign governments | ​ | ​ | 550.3 | ​ | ​ | 507.9 | ​ | ​ | 507.9 | ​ |

New in FY2023

| Total investments | ​ | $ | 103,428.7 | ​ | | XXXX | ​ | $ | 98,320.4 | ​ |

New in FY2023

| ​ | ​ | ​ | ​ | ​ | (As recast) | | ​ |

New in FY2023

| Other assets | ​ | ​ | 17.4 | ​ | | 12.6 | ​ |

New in FY2023

| Total assets | ​ | $ | 15,230.5 | ​ | $ | 14,269.6 | ​ |

New in FY2023

| Retained earnings | ​ | ​ | 16,683.5 | ​ | | 16,697.3 | ​ |

New in FY2023

| Treasury stock, at cost (255,841,111 and 246,259,782 shares as of 2023 and 2022) | ​ | ​ | (11,335.7) | ​ | | (10,586.9) | ​ |

New in FY2023

| ​ | ​ | ​ | ​ | ​ | (As recast) | | ​ | (As recast) | | ​ |

New in FY2023

| Net investment income | ​ | $ | 14.7 | ​ | $ | 16.7 | ​ | $ | 18.5 | ​ |

New in FY2023

| Total revenues | ​ | ​ | 14.7 | ​ | ​ | (36.9) | ​ | ​ | 3.6 | ​ |

New in FY2023

| ​ | ​ | ​ | ​ | ​ | (As recast) | | ​ | (As recast) | | ​ |

New in FY2023

| Net income | ​ | $ | 623.2 | ​ | $ | 4,756.9 | ​ | $ | 1,580.2 | ​ |

New in FY2023

| Other | ​ | ​ | 27.0 | ​ | ​ | (30.1) | ​ | ​ | (34.4) | ​ |

New in FY2023

On January 1, 2023, we adopted the guidance commonly referred to as long-duration targeted improvements (“LDTI”), which updates certain requirements in the accounting for the long-duration insurance and annuity contracts.

New in FY2023

The guidance was applied as of the January 1, 2021, transition date.

New in FY2023

As such, results for 2022 and 2021 have been recast and are also presented under the new LDTI guidance.

New in FY2023

​

New in FY2023

| 2023: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

New in FY2023

| Retirement and Income Solutions | ​ | $ | 918.9 | ​ | $ | 153.4 | ​ | $ | 29,161.9 | ​ | $ | 34,399.6 | ​ | $ | 111.9 | ​ |

New in FY2023

| Principal Asset Management | ​ | ​ | 7.7 | ​ | ​ | — | ​ | ​ | 4,595.6 | ​ | ​ | 507.8 | ​ | ​ | 21.3 | ​ |

New in FY2023

| Benefits and Protection | ​ | ​ | 3,023.9 | ​ | ​ | — | ​ | ​ | 12,888.3 | ​ | ​ | 7,870.8 | ​ | ​ | — | ​ |

New in FY2023

| Corporate | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 180.7 | ​ | ​ | (360.3) | ​ | ​ | — | ​ |

New in FY2023

| Total | ​ | $ | 3,950.5 | ​ | $ | 153.4 | ​ | $ | 46,826.5 | ​ | $ | 42,417.9 | ​ | $ | 133.2 | ​ |

New in FY2023

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

New in FY2023

| Retirement and Income Solutions | ​ | $ | 930.0 | ​ | $ | 109.2 | ​ | $ | 26,651.8 | ​ | $ | 35,338.0 | ​ | $ | 181.4 | ​ |

New in FY2023

| Principal Asset Management | ​ | ​ | 8.8 | ​ | ​ | — | ​ | ​ | 5,043.8 | ​ | ​ | 915.2 | ​ | ​ | 26.0 | ​ |

Dropped from FY2022

None

Dropped from FY2022

| Equity compensation plans approved by our stockholders (1) | | 7,964,890 | (2) | $ | 54.36 | (3) | 26,465,720 | (4) |

Dropped from FY2022

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Dropped from FY2022

| By | /s/ JONATHAN S. AUERBACH | ​ | By | /S/ CLAUDIO N. MURUZABAL |

Dropped from FY2022

| ​ | Jonathan S. Auerbach | ​ | ​ | Claudio N. Muruzabal |

Dropped from FY2022

| By | /s/ MARY E. BEAMS | ​ | By | /S/ DIANE C. NORDIN |

Dropped from FY2022

| ​ | Mary E. Beams | ​ | ​ | Diane C. Nordin |

Dropped from FY2022

| By | /s/ MICHAEL T. DAN | ​ | By | /s/ CLARE S. RICHER |

Dropped from FY2022

| ​ | Michael T. Dan | ​ | ​ | Clare S. Richer |

Dropped from FY2022

December 31, 2022

Dropped from FY2022

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Dropped from FY2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2022

| | | | | | | | | | | |

Dropped from FY2022

| Foreign governments | ​ | ​ | 611.2 | ​ | ​ | 567.3 | ​ | ​ | 567.3 | ​ |

Dropped from FY2022

| Public utilities | ​ | ​ | 5,442.8 | ​ | ​ | 4,783.0 | ​ | ​ | 4,783.0 | ​ |

Dropped from FY2022

| Total investments | ​ | $ | 102,462.5 | ​ | | XXXX | ​ | $ | 95,089.3 | ​ |

Dropped from FY2022

| | | | | | | | |

Dropped from FY2022

| Fixed maturities, trading | ​ | ​ | — | ​ | ​ | 109.0 | ​ |

Dropped from FY2022

| Other assets | ​ | ​ | 21.8 | ​ | | 27.1 | ​ |

Dropped from FY2022

| Total assets | ​ | $ | 14,294.6 | ​ | $ | 20,797.9 | ​ |

Dropped from FY2022

| Retained earnings | ​ | ​ | 17,042.3 | ​ | | 12,884.5 | ​ |

Dropped from FY2022

| Treasury stock, at cost (246.3 million and 223.2 million shares as of 2022 and 2021) | ​ | ​ | (10,586.9) | ​ | | (8,925.8) | ​ |

Dropped from FY2022

| Net investment income | ​ | $ | 16.8 | ​ | $ | 18.6 | ​ | $ | 13.3 | ​ |

Dropped from FY2022

| Total revenues | ​ | ​ | (36.8) | ​ | ​ | 3.7 | ​ | ​ | 20.3 | ​ |

Dropped from FY2022

| ​ | | 2022 | | | 2021 | | | 2020 | | |

Dropped from FY2022

| Net income | ​ | $ | 4,811.6 | ​ | $ | 1,710.6 | ​ | $ | 1,395.8 | ​ |

Dropped from FY2022

| Other | ​ | ​ | (30.2) | ​ | ​ | (34.5) | ​ | ​ | 49.1 | ​ |

Dropped from FY2022

| Retirement and Income Solutions | ​ | $ | 1,271.5 | ​ | $ | 28,322.9 | ​ | $ | 35,262.8 | ​ |

Dropped from FY2022

| Principal Global Investors | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ |

Dropped from FY2022

| Principal International | ​ | ​ | 7.5 | ​ | ​ | 4,275.1 | ​ | ​ | 942.3 | ​ |

Dropped from FY2022

| U.S. Insurance Solutions | ​ | ​ | 3,407.9 | ​ | ​ | 12,128.2 | ​ | ​ | 7,943.3 | ​ |

Dropped from FY2022

| Total | ​ | $ | 4,686.9 | ​ | $ | 44,874.9 | ​ | $ | 43,787.8 | ​ |

Dropped from FY2022

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Dropped from FY2022

| Retirement and Income Solutions | ​ | $ | 819.4 | ​ | $ | 27,716.5 | ​ | $ | 35,941.4 | ​ |

Dropped from FY2022

| Principal Global Investors | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ |

Dropped from FY2022

| Principal International | ​ | ​ | 8.4 | ​ | ​ | 3,813.5 | ​ | ​ | 1,047.2 | ​ |

Dropped from FY2022

| U.S. Insurance Solutions | ​ | ​ | 2,929.7 | ​ | ​ | 12,262.1 | ​ | ​ | 8,039.6 | ​ |

Dropped from FY2022

| Corporate | ​ | ​ | — | ​ | ​ | 156.0 | ​ | ​ | (359.2) | ​ |

Dropped from FY2022

| Total | ​ | $ | 3,757.5 | ​ | $ | 43,948.1 | ​ | $ | 44,669.0 | ​ |

Dropped from FY2022

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

An excerpt. Shown here: 40 of 144 rewritten, 40 of 68 added and 40 of 63 removed. The counts are complete. For every sentence, read Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure in the FY2023 filing and the FY2022 filing.