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v3.25.1

Long-Term Debt | 3 Months Ended
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Mar. 31, 2025
Long-Term Debt |
Long-Term Debt | 12. Long-Term Debt The components of long-term debt were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, 2025
​ | ​ | ​ | ​ | ​ | Net unamortized | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | discount, | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | premium and | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | debt issuance | ​ | Carrying
​ |  | Principal |  | costs |  | amount
​ | ​ | (in millions)
3.4% notes payable, due 2025 |  | $ | 400.0 |  | $ | — |  | $ | 400.0
3.1% notes payable, due 2026 |  | ​ | 350.0 |  | ​ | (0.5) |  | ​ | 349.5
4.111% notes payable, due 2028 | ​ | ​ | 400.0 | ​ | ​ | (13.0) | ​ | ​ | 387.0
3.7% notes payable, due 2029 |  | ​ | 500.0 |  | ​ | (2.9) |  | ​ | 497.1
2.125% notes payable, due 2030 |  | ​ | 600.0 |  | ​ | (2.6) |  | ​ | 597.4
5.375% notes payable, due 2033 |  | ​ | 400.0 |  | ​ | (3.5) |  | ​ | 396.5
6.05% notes payable, due 2036 |  | ​ | 505.6 |  | ​ | (2.0) |  | ​ | 503.6
4.625% notes payable, due 2042 |  | ​ | 300.0 |  | ​ | (2.7) |  | ​ | 297.3
4.35% notes payable, due 2043 |  | ​ | 300.0 |  | ​ | (2.8) |  | ​ | 297.2
4.3% notes payable, due 2046 |  | ​ | 300.0 |  | ​ | (2.9) |  | ​ | 297.1
5.5% notes payable, due 2053 |  | ​ | 300.0 |  | ​ | (4.3) |  | ​ | 295.7
Non-recourse mortgages and notes payable |  | ​ | 3.0 |  | ​ | (0.1) |  | ​ | 2.9
Total long-term debt |  | $ | 4,358.6 |  | $ | (37.3) |  | $ | 4,321.3
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, 2024
​ | ​ | ​ | ​ | ​ | Net unamortized | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | discount, | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | premium and | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | debt issuance | ​ | Carrying
​ |  | Principal |  | costs |  | amount
​ | ​ | (in millions)
3.4% notes payable, due 2025 |  | $ | 400.0 |  | $ | (0.2) |  | $ | 399.8
3.1% notes payable, due 2026 |  | ​ | 350.0 |  | ​ | (0.7) |  | ​ | 349.3
3.7% notes payable, due 2029 |  | ​ | 500.0 |  | ​ | (3.1) |  | ​ | 496.9
2.125% notes payable, due 2030 | ​ | ​ | 600.0 | ​ | ​ | (2.8) | ​ | ​ | 597.2
5.375% notes payable, due 2033 | ​ | ​ | 400.0 | ​ | ​ | (3.5) | ​ | ​ | 396.5
6.05% notes payable, due 2036 |  | ​ | 505.6 |  | ​ | (2.0) |  | ​ | 503.6
4.625% notes payable, due 2042 |  | ​ | 300.0 |  | ​ | (2.7) |  | ​ | 297.3
4.35% notes payable, due 2043 |  | ​ | 300.0 |  | ​ | (2.8) |  | ​ | 297.2
4.3% notes payable, due 2046 |  | ​ | 300.0 |  | ​ | (2.9) |  | ​ | 297.1
5.5% notes payable, due 2053 | ​ | ​ | 300.0 | ​ | ​ | (4.3) | ​ | ​ | 295.7
Secured credit facilities | ​ | ​ | 21.8 | ​ | ​ | — | ​ | ​ | 21.8
Non-recourse mortgages and notes payable |  | ​ | 3.0 |  | ​ | (0.1) |  | ​ | 2.9
Total long-term debt | ​ | $ | 3,980.4 | ​ | $ | (25.1) | ​ | $ | 3,955.3
​ Net discount, premium and issuance costs associated with issuing these notes are amortized to expense over the respective terms using the interest method. Contingent Funding Agreements for Senior Debt Issuance On March 8, 2018, we entered into two contingent funding agreements: (1) a 10-year contingent funding agreement with a Delaware trust (“2028 Trust”) formed by us in connection with the sale by the trust of $400.0 million pre-capitalized trust securities redeemable February 15, 2028 (“2028 P-Caps”) in a Rule 144A private placement and (2) a 30-year contingent funding agreement with a Delaware trust (“2048 Trust”) formed by us in connection with the sale by the trust of $350.0 million pre-capitalized trust securities redeemable February 15, 2048 (“2048 P-Caps”) in a Rule 144A private placement. The trusts invested the proceeds from the sale of the 2028 P-Caps and 2048 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities. The contingent funding agreements provide us a put option that gives us the right to sell at any time: (1) to the 2028 Trust up to $400.0 million of its 4.111% Senior Notes due 2028 (“4.111% Senior Notes”) and (2) to the 2048 Trust up to $350.0 million of its 4.682% Senior Notes due 2048 (“4.682% Senior Notes”) and receive in exchange a corresponding amount of the principal and interest strips of U.S. Treasury securities held by the trusts (“Eligible Assets”). The 4.682% Senior Notes will not be issued unless and until a put option is exercised, while the put option for the 4.111% Senior Notes was exercised on March 19, 2025. We agreed to pay a semi-annual put premium of 1.275% and 1.580% per annum on the unexercised portion of the put option to the 2028 Trust and 2048 Trust, respectively, and to reimburse the trusts for expenses. The put option premiums are recorded in operating expenses in the consolidated statements of operations. The 4.111% Senior Notes and 4.682% Senior Notes will be fully, irrevocably and unconditionally guaranteed by Principal Financial Services, Inc. (“PFS”). In addition, our obligations under the put option agreement and the expense reimbursement agreement with the trusts are also guaranteed by PFS. The contingent funding agreements with the trusts provide us with a source of liquid assets, which could be used to meet future financial obligations or to provide additional capital. On March 19, 2025, we completed the exercise of our rights in full under the put option with the 2028 Trust in exchange for the Eligible Assets (the “2028 P - Caps Exercise”). In connection with the exercise of our put options right, we (1) issued $400.0 million of 4.111% Senior Notes due 2028 (“2028 Notes”) to the 2028 Trust (2) waived our rights to repurchase the 2028 Notes and (3) directed The Bank of New York Mellon to dissolve the 2028 Trust in accordance with its declaration of trust and deliver the 2028 Notes to the beneficial holders of the 2028 P-Caps pro rata in respect of each 2028 P-Cap. We intend to use the proceeds from the 2028 P-Caps Exercise to redeem or repay at or prior to maturity all $400.0 million aggregate principal amount outstanding of our 3.400% senior notes that mature on May 15, 2025 (the “2025 Notes”), in accordance with the terms of the indenture governing the 2025 Notes. In addition, on March 6, 2025, we entered into a 30-year contingent funding agreement with a Delaware trust (“2055 Trust”) formed by us in connection with the sale by the trust of $500.0 million pre-capitalized trust securities redeemable February 15, 2055 (“2055 P-Caps”) in a Rule 144A private placement. The trusts invested the proceeds from the sale of the 2055 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities. The contingent funding agreements provide us the right to sell at any time to the 2055 Trust up to $500.0 million of its 5.807% Senior Notes due 2055 (“5.807% Senior Notes”) and receive in exchange a corresponding amount of the principal and interest strips of U.S. Treasury securities held by the trusts. The 5.807% Senior Notes will not be issued unless and until we exercise our issuance right. We agreed to pay a semi-annual facility fee of 1.289% per annum on the unexercised portion of the contingent fund mechanism to the 2055 Trust (the “facility agreement”), respectively, and to reimburse the trusts for expenses. The facility fee paid under the facility agreement is recorded in operating expenses in the consolidated statements of operations. The 5.807% Senior Notes will be fully, irrevocably and unconditionally guaranteed by PFS. In addition, our obligations under the facility agreement and the expense reimbursement agreement with the trusts are also guaranteed by PFS.

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- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/470/tableOfContent + Details
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