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
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 8,804 added, 5,472 removed, 404 rewritten and 1,229 unchanged across 5 items that differ.
- New this year: Item 7A. Quantitative and Qualitative Disclosures About Market Risk; Item 1B. Unresolved Staff Comments; Item 1C. Cybersecurity.
Sentences by item
5 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 7A. Quantitative and Qualitative Disclosures About Market Risknew | 7,096 | 0 | 0 | 0 |
| Cover and table of contents | 37 | 5,409 | 260 | 961 |
| Item 1B. Unresolved Staff Commentsnew | 1 | 0 | 0 | 0 |
| Item 1C. Cybersecuritynew | 1,602 | 0 | 0 | 0 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 68 | 63 | 144 | 268 |
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
Market Risk Exposures and Risk Management
Market risk is the risk we will incur losses due to adverse fluctuations in market rates and prices.
Our primary market risk exposures are to interest rates, equity markets and foreign currency exchange rates.
The active management of market risk is an integral part of our operations.
We manage our overall market risk exposure within established risk tolerance ranges using several approaches, including:
| | ● | rebalancing our existing asset or liability portfolios; |
| --- | --- | --- |
| | ● | controlling the risk structure of newly acquired assets and liabilities and |
| --- | --- | --- |
| | ● | using derivative instruments to modify the market risk characteristics of existing assets or liabilities or assets expected to be purchased. |
| --- | --- | --- |
Interest Rate Risk
Interest rate risk is the risk of economic losses due to adverse changes in interest rates.
Interest rate risk arises primarily from our holdings in interest sensitive assets and liabilities.
Changes in interest rates impact numerous aspects of our operations, including but not limited to:
| | ● | yield on our invested assets; |
| --- | --- | --- |
| | ● | rate of interest we credit to contractholder account balances; |
| --- | --- | --- |
| | ● | timing of cash flows on assets and liabilities containing embedded prepayment options; |
| --- | --- | --- |
| | ● | cost of hedging our GMWB rider; |
| --- | --- | --- |
| | ● | discount rate used in valuing our liability for future policy benefits for long-duration insurance and annuity contracts; |
| --- | --- | --- |
| | ● | discount rate used in valuing our pension and OPEB obligations; |
| --- | --- | --- |
| | ● | statutory reserve and capital requirements; |
| --- | --- | --- |
| | ● | asset-based fees earned on the fixed income assets we manage; |
| --- | --- | --- |
| | ● | interest expense on our long-term borrowings; |
| --- | --- | --- |
| | ● | fair value of intangible assets in our reporting units and |
| --- | --- | --- |
| | ● | fair value of financial assets and liabilities held at fair value on our consolidated statements of financial position. |
| --- | --- | --- |
Lower interest rates generally result in lower profitability in the long-term.
Conversely, higher interest rates generally result in higher profitability in the long-term.
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
| For the fiscal year ended December 31, [removed: 2022] [added: 2023] | |
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).]
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.
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.]
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.]
| [Item 1B.](#Item1BUnresolvedStaffComments_382331) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_382331) | | [removed: 39] [added: 38] |
| [Item 7A.](#Item7AQuantitativeandQualitative) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitative) | | [removed: 78] [added: 77] |
| [Item 8.](#Item8FinancialStatementsandSupple) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupple) | | [removed: 85] [added: 83] |
| | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#ReportofIndependent_001) | | [removed: 86] [added: 84] |
| | [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) | | [removed: 87] [added: 85] |
| | [Consolidated Statements of Financial Position](#ConsolidatedStatementsofFinancialPos) | | [removed: 90] [added: 88] |
| | [Consolidated Statements of Operations](#ConsolidatedStatementsofOperations) | | [removed: 91] [added: 89] |
| | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensive) | | [removed: 92] [added: 90] |
| | [Consolidated Statements of Stockholders’ Equity](#ConsolidatedStatementsofStockholders) | | [removed: 93] [added: 91] |
| | [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows) | | [removed: 94] [added: 92] |
| | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_2) | | [removed: 95] [added: 93] |
| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | | [removed: 222] [added: 247] |
| [Item 9A.](#Item9AControlsandProcedures) | [Controls and Procedures](#Item9AControlsandProcedures) | | [removed: 222] [added: 247] |
| [Item [removed: 9B.](#Item9BOtherInformation)] [added: 9B.](#Item9BOtherInformation_76214)] | [Other [removed: Information](#Item9BOtherInformation)] [added: Information](#Item9BOtherInformation_76214)] | | [removed: 222] [added: 247] |
| [PART III](#PARTIII) | | | [removed: 223] [added: 248] |
| [Item 10.](#Item10DirectorsExecutiveOfficers) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers) | | [removed: 223] [added: 248] |
| [Item 11.](#Item11ExecutiveCompensation) | [Executive Compensation](#Item11ExecutiveCompensation) | | [removed: 223] [added: 248] |
| [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] |
| [Item 13.](#Item13CertainRelationships) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationships) | | [removed: 224] [added: 249] |
| [Item 14.](#Item14PrincipalAccountingFees) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFees) | | [removed: 224] [added: 249] |
| [PART IV](#PARTIV) | | | [removed: 225] [added: 250] |
| [Item 15.](#Item15ExhibitsandFinancialStateme) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStateme) | | [removed: 225] [added: 250] |
| [Signatures](#Signatures_171764) | | | [removed: 229] [added: 254] |
| [Schedule I — Summary of Investments — Other Than Investments in Related Parties](#ScheduleISummaryofInvestmentsOtherThanIn) | | | [removed: 230] [added: 255] |
| [Schedule II — Condensed Financial Information of Registrant (Parent Only)](#ScheduleIICondensedFinancialInformationo) | | | [removed: 231] [added: 256] |
| [Schedule III — Supplementary Insurance Information](#ScheduleIIISupplementaryInsuranceInforma) | | | [removed: 235] [added: 260] |
| [Schedule IV — Reinsurance](#ScheduleIVReinsurance_187583) | | | [removed: 237] [added: 262] |
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.
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.]
Our global asset management businesses serve a broad range of [added: institutional, retirement, high net worth, and retail] investors worldwide.
[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.
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.
[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.
[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.]
[removed: | | ● | Retirement] [added: Workplace Savings] and [removed: Income Solutions; |][added: Retirement Solutions (“WSRS”)]
| [Item 1C.](#Item1CCybersecurity_105434) | [Cybersecurity](#Item1CCybersecurity_105434) | | 38 |
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.
The index-linked investment options include protection against negative index performance through floor or buffer rates.
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.
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.
To effectively reach and cater to a diverse range of investors, we employ a multi-channel distribution strategy.
These teams are organized into three geographic groups: U.S./Europe clients, Asia Pacific/Middle East clients and Latin America clients.
Additionally, we leverage partnerships with independent broker-dealers to further broaden our distribution reach.
With a global presence spanning over 80 countries, we are committed to serving a wide range of clients with diverse investment needs.
Although not included in our reported AUM, CCB PAM had $151.2 billion of AUM as of December 31, 2023.
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”).
We owned 17.647% of CCBP as of December 31, 2023.
China Construction Bank is the majority partner with 70% ownership.
The Social Security Fund of China owns 12.353%.
Benefits and Protection Segment
Benefits and Protection Markets and Distribution
| | ● | our favored customer access through valuable distribution relationships; |
In 2023, our commitment to enabling high performing teams remained strong.
We continued to attract, retain and develop the top talent needed to deliver on our enterprise strategy.
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.
Because of the employee value proposition offered, we are confident in our ability to build teams with the diverse, global talent necessary to succeed.
The following table provides retention data for our employee workforce as of December 31, 2023.
| | | Global | | U.S. | |
| Average tenure, continuous years of service (1) | | 8.5 | | 11.1 | |
| Annual turnover rate | | 16.8 | % | 10.2 | % |
| (1) | Continuous years of service represents the number of years employed by us in the most recent employment period. |
| American Indian or Alaska Native | | < 1 | % | < 1 | % | 8 | % | — | % |
| Native Hawaiian or other Pacific Islander | | < 1 | | < 1 | | — | | — | |
| Two or more races | | 2 | | 1 | | — | | — | |
On October 31, 2023, the DOL proposed a new regulation redefining what it means to provide investment advice as a fiduciary.
The DOL also proposed changes to several of its prohibited transaction exemptions relating to fiduciary investment advice.
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.
Changes in regulations may also impact market conditions and our financial results, leading to realized or unrealized losses and decreased revenues.
“Business, Competition.”
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.
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.
Even when securities prices are generally rising, performance can be affected by investment styles.
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PRINCIPAL FINANCIAL GROUP, INC.
| | | | |
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| | | | |
Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on us.
Such forward-looking statements are not guarantees of future performance.
Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties.
Those risks and uncertainties include, but are not limited to, the risk factors listed in Item 1A.
“Risk Factors.”
We are a leading provider of defined contribution plans.
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.
| | ● | Principal Global Investors; |
| | ● | U.S. Insurance Solutions. |
We also have a Corporate segment, which consists of the assets and activities that have not been allocated to any other segment.
See Item 8.
The economics of the Reinsurance Transaction were effective as of January 1, 2022.
As such, we recorded impacts for January through June 2022 in our second quarter 2022 results.
Retirement and Income Solutions Segment
We organize our Retirement and Income Solutions operations into two business groupings:
| | ● | 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 |
Retirement and Income Solutions — Fee
Workplace Savings and Retirement Solutions
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | |
| | | _(in millions)_ | | | | | |
Retirement and Income Solutions – Spread
Principal Global Investors Segment
Our products and services are distributed through various channels to reach and meet the needs of a broad investor base.
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.
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.
We entered these locations through acquisitions, start-up operations and joint ventures.
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.
U.S. Insurance Solutions Segment
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
None.
Item 1C. Cybersecurity
0 rewritten, 1,602 added, 0 removed, 0 unchanged
New section this year
Risk management is an essential component of our culture and business model.
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.
We recognize that cybersecurity threats can be among the most critical risks facing large companies.
As a result, cybersecurity is treated as a Board-level matter and overseen by the Board.
However, both the Board and management have an integral role in the identification, assessment and management of cybersecurity risk.
The Board oversees management’s execution and performance of its risk management responsibilities, which includes cybersecurity threats.
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.
The Board also reviews and approves the business resiliency and information security programs intended to guard against cybersecurity and related risks.
Lastly, the Board receives input on cybersecurity issues from external entities such as our independent auditor, regulators and consultants.
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.
Management holds relevant expertise in assessing and managing cybersecurity threats.
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.
We also provide role-based security training to workers with assigned information security-related roles and responsibilities.
This includes topics on social engineering tactics and other general threats posed for system compromise and data loss.
The initiatives and processes discussed further below also contribute to the expertise and experience of management.
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.
“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.
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.
We also undergo a third party maturity assessment of our information security program every two years and a third party enterprise penetration test annually.
We leverage external resources to help define information security and technology standards for our environment.
Our cybersecurity controls are monitored and refined based on learnings from regular red team engagements and analysis by threat hunters.
All cyber defense operations are enriched through a dedicated cybersecurity threat intelligence function.
We collaborate with information security peers across the industry to maximize threat intelligence.
Our threat intelligence program helps create awareness and understanding of potential cybersecurity threats and adversaries.
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.
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.
Our awareness and training program creates a risk-aware culture to ensure employees understand cybersecurity threats and are accountable for completing required training.
We have empowered and conditioned our global workforce to recognize and resist phishing attempts with our simulated phishing program.
At least quarterly, our employees are presented with simulated phishing scenarios that deliver hands-on experience and on-the-spot education opportunities.
All engineers and employees holding equivalent roles who are involved in software development also receive mandated secure software development training.
We have an enterprise incident management plan that provides a framework for preparing for, managing and responding to cybersecurity incidents that may arise.
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.
For example, we carry out cybersecurity incident response exercises to develop widespread familiarity and experience in responding to cybersecurity incidents.
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.
For further discussion related to how cybersecurity risks may impact our performance in the future, see Item 1A.
“Risk Factors.”
Item 2.
Properties
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.
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
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.
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.]
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.
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.
| (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. |
| (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. |
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.
| 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 |
| 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 |
| 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 |
| 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] |
| 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] |
| 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 |
| [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] |
| [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 |
| 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 |
| [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 |
| 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] |
| [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 |
| [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 |
| 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] |
| 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] |
| 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] |
| 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] |
| [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] |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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)] | | | | |
| 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)] | | | | |
| 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)] | | | | |
| 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)] | | | | |
| 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)] | | | | |
| 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)] | | | | |
| 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)] | | | | |
| 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 | | | | |
| 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. | | | | |
| 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 |
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.
| Equity compensation plans approved by our stockholders (1) | | 7,171,109 | (2) | $ | 55.39 | (3) | 24,793,763 | (4) |
| 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 |
| 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 |
| 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 |
| 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) | | | | |
| 97 | | [Principal Financial Group, Inc. Mandatory Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1126328/000110465924025516/pfg-20231231xex97.htm) | | | | |
| By | /s/ DANIEL J. HOUSTON | | By | /S/ H. ELIZABETH MITCHELL |
| | Daniel J. Houston | | | H. Elizabeth Mitchell |
| By | /s/ JONATHAN S. AUERBACH | | By | /S/ DIANE C. NORDIN |
| | Jonathan S. Auerbach | | | Diane C. Nordin |
| By | /s/ MARY E. BEAMS | | By | /S/ BLAIR C. PICKERELL |
| | Mary E. Beams | | | Blair C. Pickerell |
December 31, 2023
| Foreign governments | | | 550.3 | | | 507.9 | | | 507.9 | |
| Total investments | | $ | 103,428.7 | | | XXXX | | $ | 98,320.4 | |
| | | | | | (As recast) | | |
| Other assets | | | 17.4 | | | 12.6 | |
| Total assets | | $ | 15,230.5 | | $ | 14,269.6 | |
| Retained earnings | | | 16,683.5 | | | 16,697.3 | |
| Treasury stock, at cost (255,841,111 and 246,259,782 shares as of 2023 and 2022) | | | (11,335.7) | | | (10,586.9) | |
| | | | | | (As recast) | | | (As recast) | | |
| Net investment income | | $ | 14.7 | | $ | 16.7 | | $ | 18.5 | |
| Total revenues | | | 14.7 | | | (36.9) | | | 3.6 | |
| | | | | | (As recast) | | | (As recast) | | |
| Net income | | $ | 623.2 | | $ | 4,756.9 | | $ | 1,580.2 | |
| Other | | | 27.0 | | | (30.1) | | | (34.4) | |
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.
The guidance was applied as of the January 1, 2021, transition date.
As such, results for 2022 and 2021 have been recast and are also presented under the new LDTI guidance.
| 2023: | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 918.9 | | $ | 153.4 | | $ | 29,161.9 | | $ | 34,399.6 | | $ | 111.9 | |
| Principal Asset Management | | | 7.7 | | | — | | | 4,595.6 | | | 507.8 | | | 21.3 | |
| Benefits and Protection | | | 3,023.9 | | | — | | | 12,888.3 | | | 7,870.8 | | | — | |
| Corporate | | | — | | | — | | | 180.7 | | | (360.3) | | | — | |
| Total | | $ | 3,950.5 | | $ | 153.4 | | $ | 46,826.5 | | $ | 42,417.9 | | $ | 133.2 | |
| | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 930.0 | | $ | 109.2 | | $ | 26,651.8 | | $ | 35,338.0 | | $ | 181.4 | |
| Principal Asset Management | | | 8.8 | | | — | | | 5,043.8 | | | 915.2 | | | 26.0 | |
None
| Equity compensation plans approved by our stockholders (1) | | 7,964,890 | (2) | $ | 54.36 | (3) | 26,465,720 | (4) |
| | | | | | | |
| By | /s/ JONATHAN S. AUERBACH | | By | /S/ CLAUDIO N. MURUZABAL |
| | Jonathan S. Auerbach | | | Claudio N. Muruzabal |
| By | /s/ MARY E. BEAMS | | By | /S/ DIANE C. NORDIN |
| | Mary E. Beams | | | Diane C. Nordin |
| By | /s/ MICHAEL T. DAN | | By | /s/ CLARE S. RICHER |
| | Michael T. Dan | | | Clare S. Richer |
December 31, 2022
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| Foreign governments | | | 611.2 | | | 567.3 | | | 567.3 | |
| Public utilities | | | 5,442.8 | | | 4,783.0 | | | 4,783.0 | |
| Total investments | | $ | 102,462.5 | | | XXXX | | $ | 95,089.3 | |
| | | | | | | | |
| Fixed maturities, trading | | | — | | | 109.0 | |
| Other assets | | | 21.8 | | | 27.1 | |
| Total assets | | $ | 14,294.6 | | $ | 20,797.9 | |
| Retained earnings | | | 17,042.3 | | | 12,884.5 | |
| Treasury stock, at cost (246.3 million and 223.2 million shares as of 2022 and 2021) | | | (10,586.9) | | | (8,925.8) | |
| Net investment income | | $ | 16.8 | | $ | 18.6 | | $ | 13.3 | |
| Total revenues | | | (36.8) | | | 3.7 | | | 20.3 | |
| | | 2022 | | | 2021 | | | 2020 | | |
| Net income | | $ | 4,811.6 | | $ | 1,710.6 | | $ | 1,395.8 | |
| Other | | | (30.2) | | | (34.5) | | | 49.1 | |
| 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 | |
| Total | | $ | 4,686.9 | | $ | 44,874.9 | | $ | 43,787.8 | |
| | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | |
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.