PRINCIPAL FINANCIAL GROUP INC FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On January 31, 2022, Principal Life Insurance Company, an Iowa domiciled stock
life insurance company ("PLIC"), and Principal Reinsurance Company of Vermont, a
Vermont domiciled special purpose financial insurer ("PRCV"), entered into a
Master Transaction Agreement (the "MTA") with Sutton Cayman, Ltd., a limited
company organized under the laws of the Cayman Islands ("Purchaser") and an
affiliate of Talcott Resolution Life, Inc.

Pursuant to the MTA, PLIC has agreed to cede, on behalf of itself and Principal
National Life Insurance Company ("PNL", and together with PLIC, the "Principal
Insurers"), the Principal Insurers' in-force U.S. retail fixed annuity and
universal life insurance with secondary guarantee ("ULSG") blocks of business.
In connection with the MTA, the parties thereto have provided customary mutual
representations, warranties and indemnities.

The transaction will be structured through 100% coinsurance cessions and
retrocessions, each on a coinsurance with funds withheld basis, from PLIC
directly to Purchaser or indirectly through PRCV to Purchaser (the "Reinsurance
Cessions"). The net ceding commission due to Purchaser from PLIC and PRCV in
respect of the Reinsurance Cessions is $189,000,000.

The Principal Insurers will retain the administration of the ceded business.
Additionally, Principal Global Investors, LLC will be appointed as investment
advisor on behalf of Purchaser with respect to the management of all transferred
commercial mortgage loans and private credit assets.

The agreements to be entered into in respect of the Reinsurance Cessions provide
several counterparty protections for the benefit of the Principal Insurers,
including a supplemental trust arrangement in respect of overcollateralization
in addition to the funds withheld (secured by a security and control agreement),
investments guidelines meeting the Principal Insurers' risk management
objectives, customary recapture rights, and restrictions on the release of
proceeds from certain Purchaser accounts upon Purchaser's inability to maintain
specified risk-based capital targets or to satisfy its obligations under the
reinsurance agreements. Principal has retained the responsibility for its yearly
renewable term mortality reinsurance arrangements ("YRT Treaties") across its
business portfolio, other than in respect of certain scheduled expenses under
the YRT Treaties for these agreements, which are being assumed by the Purchaser.
In addition, PRCV will receive future payments up to an agreed upon cap, subject
to certain limitations, in the event it finances reserves on behalf of the
Purchaser.

The transaction is subject to customary closing conditions, including required
regulatory approvals, and is anticipated to be completed in the second quarter
of 2022 with economics effective as of January 1, 2022.

Principal Financial Group, Inc. (the "Company") expects deployable proceeds of
approximately $800 million upon closing of the transaction described above and
through additional transactions designed to improve the capital efficiency of
its in-force individual life insurance blocks. The Company's Board of Directors
has approved a $1.6 billion increase to the $1.1 billion that remains available
under the Company's existing share repurchase authorization as of December 31,
2021, resulting in an aggregate amount of $2.7 billion. Additionally, the
Company has increased its share repurchase target for 2022 from $800
million-$1.0 billion to $2.0-$2.3 billion. There can be no assurance if or when
the Company will make any such repurchases or the final terms thereof.

The forward-looking statements in this disclosure, such as "expects" and
"anticipated," are based on assumptions and expectations that involve risks and
uncertainties, including the "Risk Factors" that the Company describes in its
U.S. Securities and Exchange Commission filings. Events may differ, and the
Company has no obligation to correct or update any of these statements.

Item 9.01 Financial Statements and Exhibits.

  99.1     Press Release of Principal Financial Group, Inc. dated January 31,
         2022.
  104    Cover Page Interactive Data File. The cover page XBRL tags are embedded
         within the inline XBRL document (contained in Exhibit 101).




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