0001126328-12-000088.txt : 20120406 0001126328-12-000088.hdr.sgml : 20120406 20120406155727 ACCESSION NUMBER: 0001126328-12-000088 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120406 DATE AS OF CHANGE: 20120406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATALYST HEALTH SOLUTIONS, INC. CENTRAL INDEX KEY: 0001090403 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 522181356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57323 FILM NUMBER: 12748282 BUSINESS ADDRESS: STREET 1: 800 KING FARM BOULEVARD CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3015482900 MAIL ADDRESS: STREET 1: 800 KING FARM BOULEVARD CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEXTRAS INC DATE OF NAME CHANGE: 19990713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRINCIPAL FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001126328 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 421520346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0224 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 711 HIGH STREET CITY: DES MOINES STATE: IA ZIP: 50392-0300 BUSINESS PHONE: 5152475111 MAIL ADDRESS: STREET 1: 711 HIGH STREET CITY: DES MOINES STATE: IA ZIP: 50392-0300 SC 13D 1 catalyst.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 3) Catalyst Health Solutions, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title to Class of Securities) 14888B103 (CUSIP NUMBER) Karen E. Shaff, Esq. Principal Financial Group, Inc. 711 High Street Des Moines, IA 50392 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications April 2, 2012 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f), or 240.13d- 1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 14888B103 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only). Principal Financial Group, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds Not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 2,686,570 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,686,570 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,686,570 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.35% 14. Type of Reporting Person CO, HC 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only). Principal Financial Services, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds Not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Iowa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 2,686,570 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,686,570 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,686,570 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.35% 14. Type of Reporting Person CO, HC 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only). Principal Life Insurance Company 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds Not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Iowa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 2,686,570 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,686,570 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,686,570 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.35% 14. Type of Reporting Person IC, HC 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only). Principal Holding Company, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Iowa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 2,602,500 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,602,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,602,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.18% 14. Type of Reporting Person HC 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only). Principal Global Investors, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds Not applicable 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 0 8. Shared Voting Power 84,070 9. Sole Dispositive Power 0 10. Shared Dispositive Power 84,070 11. Aggregate Amount Beneficially Owned by Each Reporting Person 84,070 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) .17% 14. Type of Reporting Person IA EXPLANATORY NOTE This Amendment No. 3 to Schedule 13D is being filed jointly by the Reporting Persons (as defined below) to amend the cover page and Items 1 through 7 of the initial statement on Schedule 13D. The initial statement on Schedule 13D was filed with the Securities and Exchange Commission on September 28, 2000, Amendment No. 1 was filed on April 15, 2009 and Amendment No. 2 was filed on April 13, 2011. Item 1. Security and Issuer. This statement relates to shares of common stock (the Common Stock), par value $.01 per share, of Catalyst Health Solutions, Inc. (the Issuer), whose principal offices are located at 800 King Farm Boulevard, Fourth Floor, Rockville, MD 20850. Item 2. Identity and Background. This statement is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act): (i) Principal Financial Group, Inc. (PFG), (ii) Principal Holding Company, LLC ("PHC"), (iii) Principal Financial Services, Inc. (PFS), (iv) Principal Life Insurance Company (PLIC) and (v) and Principal Global Investors, LLC ("PGI"). PFG is a corporation incorporated under the laws of the State of Delaware. Its common stock is publicly traded on the New York Stock Exchange under the ticker symbol PFG. PFG is a holding company. The address of its principal business and principal office is 711 High Street, Des Moines, IA 50392. PFS is a wholly-owned subsidiary of PFG, and is a corporation incorporated under the laws of the State of Iowa. PFS is a holding company. The address of its principal business and principal office is 711 High Street, Des Moines, IA 50392. PLIC is a wholly-owned subsidiary of PFS, and is a corporation incorporated under the laws of the State of Iowa. PLIC is an Iowa stock life insurance company engaged in the business of insurance and retirement services. The address of its principal business and principal office is 711 High Street, Des Moines, IA 50392. PHC is a wholly-owned subsidiary of PLIC, and is a limited liability company established under the laws of the State of Iowa. PHC is a holding company mainly for the non-life insurance company subsidiaries of its ultimate parent company, PFG. The address of its principal business and principal office is 711 High Street, Des Moines, Iowa 50392. PGI, LLC, a Delaware limited liability company, is a wholly-owned subsidiary of PLIC and is a registered investment adviser. Its principal business and principal office is located at 711 High Street, Des Moines, Iowa 50392. Each of PFG, PFS, PLIC, PHC and PGI are hereafter referred to individually as a Reporting Person and collectively as Reporting Persons. Attached as Schedule A hereto and incorporated by reference herein is a list of all Directors and Executive Officers of each Reporting Person. The Directors and Executive Officers of the Reporting Persons can be contacted at the principal business address provided above. To the knowledge of the Reporting Persons, none of the Directors or Executive Officers of the Reporting Persons has had any transactions in shares of the Issuers Common Stock during the past 60 days, and no Director or Executive Officer is a beneficial owner of shares of the Issuers Common Stock. All of the Directors and Executive Officers of the Reporting Persons are United States citizens with the exception of three individuals. Luca Maestri, a director of PFG, PFS and PLIC, is a citizen of Italy. James P. McCaughan, an executive officer of PFG, PFS, PLIC and PHC and a director and executive officer of PGI, is a citizen of the United Kingdom. Luis Valdes, an executive officer of PFG, is a citizen of Chile. During the last five years, none of the Reporting Persons or, to the knowledge of such persons, the Directors or Executive Officers of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor, to the knowledge of such persons, the Directors or Executive Officers of the Reporting Persons, has been a party of a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to, federal or state securities law. The Reporting Persons may be deemed to constitute a group for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. Item 3. Source and Amount of Funds or Other Consideration. The shares were paid for by using working capital of PHC and client funds of certain clients of PGI. Item 4. Purpose of Transaction. The Reporting Persons intend to hold the shares for long-term investment purposes. On September 18, 2000, Highland Investments, LLC (a predecessor company to the Issuer), of which PHC was a member and was considered a controlling person, distributed to its members the shares of Common Stock held by it. As a result, PHC received directly 8,840,000 shares of Common Stock. Since the initial acquisition, 750,000 shares were sold by PHC on November 22, 2004, and 112,500 shares were sold by PHC on November 29, 2004. On June 24, 2005, an exchange of 800,000 shares was made by PHC for ownership in Final Sequel Newco, LLC, a Delaware limited liability company of which PHC is a 50% owner. Additional sales of 1,500,000 shares and 1,250,000 shares were made by PHC on March 24, 2006 and February 1, 2007, respectively. PGI began acquiring shares of HealthExtras, Inc. on February 1, 2007. HealthExtras, Inc. has since become Catalyst Health Solutions, Inc. These shares were purchased as holdings for client accounts in the ordinary course of business, which PGI has discretion over. These accounts included proprietary mutual funds, insurance company separate accounts, commingled private funds and outside client accounts, and were purchased without the purpose or effect of changing or influencing control of the Issuer or engaging in any arrangement subject to Rule 13d-3(b) of the Exchange Act. Additional purchases and sales of Common Stock have occurred since the initial acquisition and may occur in the future. On April 4, 2011, Catalyst Health Solutions, Inc. announced plans to sell 5,500,000 shares of its common stock, subject to market and other conditions, of which 4,500,000 shares were to be sold by the Issuer with 1,000,000 shares to be sold by PHC. This was an underwritten public offering pursuant to an automatic shelf registration statement on Form S-3 which was filed with the Securities and Exchange Commission on April 4, 2011. The sale of PHCs 1,000,000 shares occurred on April 7, 2011. The underwriters were granted a thirty day option to purchase up to an additional 825,000 shares from PHC. The sale of PHCs additional 825,000 shares took place on April 8, 2011. Other than as described above, none of the Reporting Persons has any current plans or proposals which relate to or would result in any matter described in paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of securities of the Issuer at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities to the extent deemed advisable in light of their respective general investment and trading policies, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) and (b) The Issuers Annual Report, as amended, on Form 10-K/A for the year ended December 31, 2011 states that the Issuer has 50,245,106 shares of Common Stock outstanding as of February 1, 2012. The percentage ownership calculations contained herein were derived using this number. PHC directly beneficially owns 2,602,500 shares of Common Stock. While PHC was previously considered to indirectly beneficially own 800,000 shares of Common Stock through its ownership interest in Final Sequel Newco, LLC (as discussed above), PCH recently learned those shares were sold by Final Sequel Newco, LLC. PGI, in its capacity as an investment adviser, beneficially owned 84,070 shares of Common Stock on behalf of its clients as of April 5, 2012. Because PFG is the ultimate parent company of PFS, PLIC, PHC and PGI, PFG may be deemed to be the indirect beneficial owner of 2,686,570 shares of Common Stock. By reason of the purchases of Common Stock made on behalf of PGIs clients, PGI and its parent entities may be deemed to share the power to vote or direct the vote and the power to dispose or direct the disposition of 84,070 shares of Common Stock, or 0.17% of the total outstanding shares of Common Stock. By reason of the ownership of Common Stock by PHC, PFG, PFS and PLIC may be deemed to share the power to vote or direct the vote and the power to dispose or direct the disposition of 2,602,500 shares of Common Stock as of the date hereof, or 5.18% of the total outstanding shares of Common Stock. Thus, PFG may be deemed to share the power to vote or direct the vote and the power to dispose or direct the disposition of a total of 2,686,570 shares of Common Stock as of the date hereof, or 5.35% of the total outstanding shares of Common Stock. Pursuant to Rule 13d?4 of the Exchange Act, PFG expressly declares that the filing of this statement shall not be construed as an admission that PFG is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other Reporting Person. (c) Transactions in Securities of the Company During the Past Sixty Days. Over the last 60 days, additional purchases of shares of the Issuer have been made by PGI as holdings in client accounts in the ordinary course of business (such purchases were made without the purpose or effect of changing or influencing control of the issuer or engaging in any arrangement subject to Rule 13d-3(b) of the Exchange Act). The shares purchased over the last 60 days are a small percentage of PGIs entire share holdings. The following transactions with respect to the Common Stock have been effected by PGI during the last 60 days: Name of Entity Date Nature of Transaction Number of Shares Average Price per Share PGI 2/16/201 2 Buy 511 $58.95 PGI 3/8/2012 Buy 1,412 $61.65 PGI 3/16/201 2 Buy 358 $61.98 PGI 3/19/201 2 Buy 5 $61.67 (d) Dividends and Proceeds Other than the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons. (e) Date Reporting Person Ceased to be Beneficial Owner of More than 5% of the Companys Stock. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. PHC and Thomas L. Blair are the sole members of Final Sequel Newco, LLC, a Delaware limited liability company. PHC and Mr. Blair each contributed Common Stock of the Issuer in exchange to their interest in Final Sequel Newco, LLC. Pursuant to Final Sequel Newco, LLCs operating agreement, the Common Stock of the Issuer may not be disposed of without the prior written consent of the member contributing such shares. In addition, the members retain their right to vote the shares they contributed to Final Sequel Newco, LLC. As mentioned above in Item 5, PHC recently learned that the 800,000 shares contributed to Final Sequel Newco, LLC had been sold. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement, dated April 6, 2012, among each of the Reporting Persons Signatures After reasonable inquiry and to the best of the Reporting Persons knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. April 6, 2012 PRINCIPAL FINANCIAL GROUP, INC. By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary April 6, 2012 PRINCIPAL FINANCIAL SERVICES, INC. By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary April 6, 2012 PRINCIPAL LIFE INSURANCE COMPANY By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary April 6, 2012 PRINCIPAL HOLDING COMPANY, LLC By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary April 6, 2012 PRINCIPAL GLOBAL INVESTORS, LLC By: ____________________________________ Joyce N. Hoffman Senior Vice President & Secretary EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the parties hereto agrees with the other parties that the statement of Schedule 13D pertaining to certain securities of Catalyst Health Solutions, Inc. to which this agreement is an exhibit is filed by and on behalf of each such party and that any amendment thereto will be filed on behalf of each such party. Dated: April 6, 2012 PRINCIPAL FINANCIAL GROUP, INC. By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary PRINCIPAL FINANCIAL SERVICES, INC. By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary PRINCIPAL LIFE INSURANCE COMPANY By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary PRINCIPAL HOLDING COMPANY, LLC By: ___________________________________ Joyce N. Hoffman Senior Vice President & Corporate Secretary PRINCIPAL GLOBAL INVESTORS, LLC By: ___________________________________ Joyce N. Hoffman Senior Vice President & Secretary SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS Principal Financial Group, Inc. Directors Principal Occupation Larry D. Zimpleman Chairman, President and CEO, Principal Financial Group, Inc. Michael T. Dan Chairman, President and CEO, The Brinks Company C. Daniel Gellatt, Jr. President, NMT Corporation Elizabeth E. Tallett Principal, Hunter Partners, LLC Betsy J. Bernard Retired Jocelyn Carter-Miller President, TechEd Ventures Gary E. Costley Managing Director, C&G Capital Management, LLC Sandra L. Helton Retired Dennis H. Ferro Retired Richard L. Keyser Chairman of the Board, W.W. Grainger, Inc. Arjun K. Mathrani Finance and Banking Professor at New York Universitys Stern School of Business, St. Johns University and Cambridge Universitys Judge Business School Luca Maestri Executive Vice President and Chief Financial Officer, Xerox Corporation Executive Officers Principal Occupation Larry D. Zimpleman Chairman, President and Chief Executive Officer Daniel J. Houston President Retirement, Insurance and Financial Services James P. McCaughan President Global Asset Management Karen E. Shaff Executive Vice President and General Counsel Gregory B. Elming Senior Vice President and Chief Risk Officer Julia M. Lawler Senior Vice President and Chief Investment Officer Terrance J. Lillis Senior Vice President and Chief Financial Officer Mary A. O'Keefe Senior Vice President and Chief Marketing Officer Gary P. Scholten Senior Vice President and Chief Information Officer Luis E. Valdes President, International Asset Management and Accumulation Principal Financial Services, Inc. Directors Principal Occupation Larry D. Zimpleman Chairman, President and CEO, Principal Financial Group, Inc Michael T. Dan Chairman, President and CEO, The Brinks Company C. Daniel Gellatt, Jr. President, NMT Corporation Elizabeth E. Tallett Principal, Hunter Partners, LLC Betsy J. Bernard Retired Jocelyn Carter-Miller President, TechEd Ventures Gary E. Costley Managing Director, C&G Capital Management, LLC Sandra L. Helton Retired Dennis H. Ferro Retired Richard L. Keyser Chairman of the Board, W.W. Grainger, Inc. Arjun K. Mathrani Finance and Banking Professor at New York Universitys Stern School of Business, St. Johns University and Cambridge Universitys Judge Business School Luca Maestri Executive Vice President and Chief Financial Officer, Xerox Corporation Executive Officers Principal Occupation Larry D. Zimpleman Chairman, President and Chief Executive Officer Theresa A. Button Vice President and Treasurer James P. McCaughan President Global Asset Management Joyce N. Hoffman Senior Vice President and Corporate Secretary Principal Life Insurance Company Directors Principal Occupation Larry D. Zimpleman Chairman, President and CEO, Principal Financial Group, Inc. Michael T. Dan Chairman, President and CEO, The Brinks Company C. Daniel Gellatt, Jr. President, NMT Corporation Elizabeth E. Tallett Principal, Hunter Partners, LLC Betsy J. Bernard Retired Jocelyn Carter-Miller President, TechEd Ventures Gary E. Costley Managing Director, C&G Capital Management, LLC Sandra L. Helton Retired Dennis H. Ferro Retired Richard L. Keyser Chairman of the Board, W.W. Grainger, Inc. Arjun K. Mathrani Finance and Banking Professor at New York Universitys Stern School of Business, St. Johns University and Cambridge Universitys Judge Business School Luca Maestri Executive Vice President and Chief Financial Officer, Xerox Corporation Executive Officers Principal Occupation Larry D. Zimpleman President and Chief Executive Officer Theresa A. Button Vice President and Treasurer James P. McCaughan President Global Asset Management Joyce N. Hoffman Senior Vice President and Corporate Secretary Principal Holding Company, LLC Directors Principal Occupation Terrance J. Lillis Senior Vice President and Chief Financial Officer of PFG Daniel J. Houston President Retirement, Insurance and Financial Services of PFG Julia M. Lawler Senior Vice President and Chief Investment Officer of PFG James P. McCaughan President Global Asset Management of PFG Karen E. Shaff Executive Vice President and General Counsel of PFG Larry D. Zimpleman Chairman, President and CEO of PFG Executive Officers Principal Occupation Larry D. Zimpleman President and Chief Executive Officer James P. McCaughan President Global Asset Management Theresa A. Button Vice President and Treasurer Joyce N. Hoffman Senior Vice President and Corporate Secretary Principal Global Investors, LLC Directors Principal Occupation David M. Blake Executive Director Patrick G. Halter Executive Director Jill M. Hittner Chief Financial Officer James P. McCaughan Chief Executive Officer Barbara A. McKenzie Chief Operations Officer Randall C. Mundt Executive Director Karen E. Shaff Executive Vice President and General Counsel Larry D. Zimpleman Chairman, President and Chief Executive Officer of PFG Executive Officers Principal Occupation James P. McCaughan Chief Executive Officer Theresa A. Button Vice President and Treasurer Joyce N. Hoffman Senior Vice President and Secretary Barbara A. McKenzie Chief Operations Officer