Annual Report by an Employee Stock Purchase, Savings or Similar Plan — Form 11-K Filing Table of Contents
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‘11-K’ — Annual Report by an Employee Stock Purchase, Savings or Similar Plan
Report
of Independent Registered Public Accounting Firm
The Plan Administrator and Participants of the
FLIR Systems, Inc. 401(k) Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the FLIR Systems, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of Plan’s financial statements. The supplemental information is
the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In
our opinion, the supplemental information is fairly stated, in all material respects,
in relation to the financial statements as a whole.
Net
(depreciation) appreciation in fair value of investments
(43,241,819
)
43,656,834
Total investment (loss) income
(22,569,902
)
60,193,559
Interest
on notes receivable from participants
207,032
166,684
Other income
212,496
165,592
Total
additions
11,441,095
92,085,271
Deductions:
Benefits
and withdrawals paid to participants
20,279,476
21,291,780
Administrative expenses and other, net
297,206
224,831
Total
deductions
20,576,682
21,516,611
Net (decrease) increase
(9,135,587
)
70,568,660
Net
assets available for benefits, beginning of year
377,074,099
306,505,439
Net assets available for benefits, end of year
$
367,938,512
$
377,074,099
See
accompanying notes to financial statements.
4
FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
(1)
Plan Description
The following description of the FLIR Systems, Inc. 401(k) Savings Plan (the "Plan") is provided for general information purposes only. More complete information
regarding the Plan’s provisions may be found in the plan document. Effective October 1, 2015, the Plan adopted the Fidelity Volume Submitter Defined Contribution Plan ("Volume Submitter Plan") which relies upon the Internal Revenue Service ("IRS") advisory letter dated March 31, 2014 stating the acceptance of the Volume Submitter Plan under section 401 of the Internal Revenue Code ("IRC").
(a)
General
The Plan is a defined-contribution plan established June 1, 1988 by FLIR Systems, Inc. (the "Company") under the provisions of Section 401(a) of the IRC, which includes a
qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Under the terms of the agreement between the Company and Fidelity Management Trust Company (the "Trustee" or "FMTC"), all investments of the Plan are held in a trust by the Trustee. A committee comprising of management employees of the Company administers the Plan.
(b)
Eligibility
Employees
are eligible to participate in the Plan unless the employee is covered by a collective bargaining agreement, is a leased employee, is a resident of Puerto Rico or is a nonresident alien with no earned income from the Company.
Participants may begin participating immediately following employment commencement. Eligible employees are automatically enrolled in the Plan after their first 60 days of employment with a pre-tax contribution of 5% of compensation invested in the age-appropriate Fidelity Freedom Fund. Employee deferrals for each active participant having automatic enrollment contributions made on their behalf shall be increased annually by 1%, up to a maximum of 10%, unless the participant elects a different percentage. Eligible employees who do not want to participate in the Plan are required to explicitly decline to participate.
(c)
Contributions
Eligible
employees may contribute an amount up to 60% of compensation, as defined by the Plan, subject to limitations in accordance with the IRC. The Company may, at the discretion of management, make a discretionary matching and/or profit sharing contribution to the Plan. In 2018 and 2017, the discretionary matching contributions were 50% of each employee’s contributions with no limit. The discretionary matching contributions did not apply to catch up contributions. During the years ended December 31, 2018 and 2017, there were no discretionary profit sharing contributions.
5
FLIR
SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
(d)
Vesting
Participants are fully vested in their contributions, transfers from other qualified plans, and the earnings thereon. Vesting in the participant’s share of Company discretionary matching and profit sharing contributions and the earnings thereon is based on years of continuous service, according to the following schedule:
Years
of service
Percentage
vested
Less than 1
—
%
1 but less than 2
34
2
but less than 3
67
3 or more
100
A year of service in the above table is a plan year in which participants are credited with at least 1,000 hours of service. A participant also becomes 100% vested in the participant’s share of Company discretionary matching or profit sharing contributions and the earnings thereon
upon retirement at age 65, death, or total and permanent disability while employed.
(e)
Notes Receivable from Participants
Notes receivable from participants are carried at amortized cost plus accrued interest.
Participants may borrow the lesser of $50,000 or 50% of their vested account balance, subject to a $2,500 minimum and certain other restrictions. As the participant repays these loans, the proceeds, including interest, are returned to the participant’s account. All loans shall bear a reasonable rate of interest as determined by the Plan administrator based on the prevailing interest rates charged by persons in the business of lending money for loans
which would be made under similar circumstances. Loans are payable over a period not to exceed five years unless for the purchase of a primary residence in which case it may be extended to 10 years. Interest rates on outstanding loans at December 31, 2018 ranged from 4.25% to 9.25%, with maturities through 2028.
(f)
Benefits
Upon termination of service for any reason, including death or disability, a participant (or in the case of death, the participant’s
beneficiary) may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or a portion thereof, or annual installments over a period not to exceed the beneficiary’s assumed life expectancy.
(g)
Withdrawals
Except upon death, total disability, termination, retirement, or attainment of 59½ years of age, withdrawals of participant balances are only allowed for financial hardships as allowed by the IRC and require approval by the Trustee; in addition, withdrawals that arise out of the purchase of a principal residence (excluding mortgage payments) require approval by the Plan administrator. Participants who obtained a hardship withdrawal
are prohibited from making elective deferrals for a period of six months from the date of the withdrawal.
6
FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
(h)
Participant Accounts
Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, the Company’s matching
contributions, and an allocation of the Plan’s net earnings and related administrative expenses. Allocation of earnings is based on the number of units of various investment funds assigned to each participant’s account. Participant accounts are valued daily.
(i)
Breaks in Service and Forfeited Accounts
A one-year break in service occurs in any plan year during which a participant does not have more than 500 hours of service. Upon resuming participation in the Plan, a participant’s previously forfeited unvested account balance will be restored, provided the participant had less than five consecutive one-year breaks in service and any vested amounts previously distributed are repaid to the Plan within
five years from the date of re-employment. Any forfeiture of nonvested portions of the Company’s contribution account balance may be utilized to pay administrative expenses for the Plan and/or to offset future Company contributions. Forfeitures totaling approximately $245,000 were used to reduce employer contributions and pay for certain administrative expenses during 2018 and $1,000 were used to reduce employer contributions during 2017. At December 31, 2018 and 2017, forfeitures totaling approximately $57,000 and $132,000,
respectively, were available to reduce future employer contributions or pay for administrative expenses.
(j)
Investment Options
Participants may direct their elective contributions, including Company matching contributions, and any related earnings, into a variety of funds and into the Company’s common stock. The maximum employees can allocate to the Company’s common stock is 25% of contributions. Additionally, employees are allowed to reallocate up to 25% of their accumulated account balance into the
Company’s common stock. Changes to contribution allocations may be made by participants on a daily basis. Exchanges between investment options may also be made by participants on a daily basis; however, exchanges involving the Company’s common stock are subject to the Company’s Insider Trading and Disclosure policy and other restrictions.
(2)
Summary of Significant Accounting Policies
(a)
Basis
of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with United States generally accepted accounting principles requires the Plan’s management to make estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.
7
FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
(b)
Fair
Value Measurements
Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described as follows:
Level 1 –
Inputs to the valuation methodology are
unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Inputs to the valuation methodology include:
•
Quoted prices for similar assets or liabilities in active markets;
•
Quoted prices for identical or similar assets or liabilities in inactive markets;
•
Inputs
other than quoted prices that are observable for the asset or liability; and
•
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 –
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The
asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
Common Stock and Mutual Funds: Valued at the quoted market price of shares held by the Plan at year-end.
Common and Collective Trust: Valued based upon the current fair value of the common and collective trust fund’s underlying assets. Debt securities are valued based on evaluated prices received from third-party pricing vendors or from brokers who make markets in such securities. Investments in wrap contracts
are fair valued using a discounted cash flow model that considers recent fee bids as determined by recognized dealers, discount rate, and the duration of the underlying portfolio securities. Investments in open-end investment companies are valued at their closing net asset value ("NAV") each business day. Mutual funds are valued using quoted market prices for identified instruments. Non-registered investment companies are valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.).
The unit value of the fund is determined by the investment issuer by dividing the fund’s net assets at fair value by its units outstanding at the valuation date.
The methods described above may produce a fair value calculation that may not be indicative of net realizable
value or reflective of future fair values. Furthermore, while the Plan believes its valuation
8
FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2018:
Level
1
Level 2
Level 3
Total
Common stock
$
12,589,798
$
—
$
—
$
12,589,798
Mutual
funds
340,649,090
—
—
340,649,090
Common and collective trust
—
10,334,597
—
10,334,597
Total
investments at fair value
$
353,238,888
$
10,334,597
$
—
$
363,573,485
The following table sets forth by level, within the fair value
hierarchy, the Plan’s investments at fair value as of December 31, 2017:
Level 1
Level
2
Level 3
Total
Common stock
$
14,979,775
$
—
$
—
$
14,979,775
Mutual
funds
350,281,891
—
—
350,281,891
Common and collective trust
—
7,981,980
—
7,981,980
Total
investments at fair value
$
365,261,666
$
7,981,980
$
—
$
373,243,646
(c)
Investment
Valuation
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See note 2(b) for a discussion of fair value measurements.
The Fidelity Managed Income Portfolio (the "Portfolio") represents the Plan’s investment in a common and collective trust fund. As described in Accounting Standards Codification ("ASC") Topic 962-325-20 Plan Accounting - Defined Contribution Pension Plans, investment contracts held by a defined contribution plan are required to be reported at fair value. The Portfolio is stated at fair value as determined by the issuer based on the NAV
of the underlying investments.
The Portfolio invests in assets, typically fixed income securities or bond funds (and may include derivative instruments such as futures contracts and swap agreements), and enters into wrap contracts issued by third parties and invests in cash equivalents represented by shares in money market funds. A wrap contract is an agreement by another party, such as a bank or insurance company to make payments to a portfolio in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a constant NAV and to
protect a portfolio in extreme circumstances. Assets not underlying the wrap contracts will generally be invested in money market instruments and cash equivalents to provide necessary liquidity for participant exchanges and withdrawals.
9
FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
Restrictions on the Plan
The following employer-initiated events may limit the ability of the Portfolio to transact at NAV:
•
The
Plan's failure to qualify under Section 401(a) or Section 401(k) of the Internal Revenue Code;
•
The establishment of a defined contribution plan that competes with the Plan for employee contributions;
•
Any substantive modification of the Portfolio or the administration of the Portfolio that is not consented to by the wrap issuer;
•
Any
change in law, regulation, or administrative ruling applicable to the Plan that could have a material adverse effect on the Portfolio's cash flow;
•
Any communication given to the Plan participants by the Plan sponsor, any other plan fiduciary or FMTC that is designed to induce or influence participants not to invest in the Portfolio or to transfer assets out of the Portfolio;
•
Any transfer of assets from the Portfolio directly into a competing investment option.
It
is the policy of the Portfolio to use its best efforts to maintain a stable NAV of $1 per unit; although there is no guarantee that the fund will be able to maintain this value. In the event the wrap contract fails to perform as intended, the Portfolio's NAV may decline if the market value of the assets declines. The Portfolio's ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer's ability to meet their financial obligations. The wrap issuer's ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments.
The
Portfolio is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets. This could result from the Portfolio's inability to promptly fund a replacement wrap contract following termination of a wrap contract. Wrap contracts are not transferable and have no trading market. There are a limited number of wrap issuers. The Portfolio may lose the benefit of wrap contracts on any portion of its assets in default in excess of a certain percentage of portfolio
assets.
The Plan assets are invested in various investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
The Plan invests in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations, and commercial mortgage-backed securities, including securities backed by subprime mortgage loans. The value, liquidity, and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both,
and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
10
FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
(d)
Income Recognition
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recognized as earned on the accrual basis. Dividend income is recorded on the ex-dividend date.
(e)
Revenue
Credits
The Plan entered into an agreement with the trustee whereby the trustee shares certain revenue generated by the Plan in excess of their fee. These deposits are included in other income on the statements of changes in net assets available for benefits and are available to pay Plan expenses.
(f)
Net (Depreciation) Appreciation in Fair Value of Investments
Net (depreciation) appreciation consists of the net change in unrealized appreciation and depreciation during the year on investments held at the end of the year and the net realized gain and loss on investments sold during the year.
Brokerage
fees are added to the acquisition cost of assets purchased and subtracted from the proceeds of assets sold.
(g)
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
(h)
Administrative Expenses
Plan administrative expenses are paid either by the Company or through investment fees paid by participants. Certain loan
and distribution expenses are paid by the respective participant from their account balance and are included in the statements of changes in net assets available for benefits.
(i)
Recently Issued Accounting Pronouncement
In August 2018, the Financial Accounting Standards Board issued Accounting Standard Update 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This standard modifies the disclosure requirements on fair value measurements in Topic 820, including the removal, modification to, and addition of certain disclosure requirements. This standard will be
effective for fiscal years beginning after December 15, 2019 with early adoption permitted. The majority of the disclosure changes are to be applied on a prospective basis. Management is currently evaluating the impact, if any, on the financial statements.
(3)
Tax Status
The IRS has determined and informed the Company by a letter dated March 31, 2014, that the Plan is qualified and that the trust established under the Plan is tax-exempt, under the appropriate sections of
the IRC. The Plan has been amended since that date; however, management believes that the Plan is designed and continues to operate in compliance with the IRC.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018, there are no uncertain positions taken or expected to be taken that would require recognition
11
FLIR
SYSTEMS, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however; there are currently no audits for any tax periods in progress.
(4)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions
of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. The Company may elect, at its discretion, to make a complete distribution of the assets or to continue the trust created by the Plan and distribute benefits in such a manner as though the Plan has not been terminated.
(5)
Party-in-Interest Transactions
Certain plan investments are shares in registered investment company funds and a common collective trust managed by Fidelity Investments, an affiliate of the Trustee as defined by the Plan, and therefore, these transactions qualified as party-in-interest transactions.
The
Plan allows for investments in the Company’s common stock. The Company is the Plan Sponsor; therefore, these transactions qualify as party-in-interest transactions. These transactions are covered by an exemption from the “prohibited transactions” in provisions of ERISA and the IRC.
(6)
Reconciliation to the Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December
31
2018
2017
Net assets available for benefits per the financial statements
$
367,938,512
$
377,074,099
Deemed
distributions of participant loans not recorded on
the financial statements
(201,529
)
(191,938
)
Net assets available for benefits per the Form 5500
$
367,736,983
$
376,882,161
The
following is a reconciliation of the (decrease) increase in net assets available for benefits reported on the financial statements to the Form 5500:
Year ended December 31
2018
2017
Net
(decrease) increase in net assets available for benefits per the financial statements
$
(9,135,587
)
$
70,568,660
Change in deemed distributions of participant loans
(9,591
)
(10,206
)
Net
(decrease) increase in net assets available for benefits per the Form 5500
$
(9,145,178
)
$
70,558,454
12
Schedule
FLIR
SYSTEMS, INC.
401(k) SAVINGS PLAN
EIN: 93-0708501
Plan: 001
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Fidelity Investments Money Market Government Portfolio - Class I
$
20,782,513
Baron Funds
Baron Growth Fund
17,424,898
The
Vanguard Group
Vanguard Mid-Cap Index Fund Institutional Class
21,858,191
The Vanguard Group
Vanguard Small-Cap Index Fund Admiral Shares
4,161,223
The
Vanguard Group
Vanguard REIT Index Fund Admiral Shares
2,749,073
Dodge & Cox
Dodge & Cox Stock Fund
13,320,644
JPMorgan
Asset Management
JPMorgan Large-Cap Growth Fund R6
9,275,519
JPMorgan Asset Management
JPMorgan US Small Company Fund Institutional Class
3,154,763
Franklin
Templeton Investments
Templeton Global Bond Fund Class R6
3,508,846
Western Asset
Western Asset Core Plus Bond Fund Class IS
17,544,363
Victory
Funds
Victory Sycamore Established Value Fund Class I
7,638,134
Columbia Threadneedle Investments
Columbia Emerging Markets Fund Class Y
8,837,962
*Fidelity
Investments
Fidelity Contrafund K
30,235,866
*Fidelity Investments
Fidelity Balanced K Fund
14,647,186
*Fidelity
Investments
Fidelity Diversified International K Fund
20,066,402
*Fidelity Investments
Fidelity US Bond Index Fund
12,339,068
*Fidelity
Investments
Fidelity 500 Index Fund
37,981,919
*Fidelity Investments
Fidelity Freedom K Income Fund
806,785
*Fidelity
Investments
Fidelity Freedom K 2005 Fund
462,665
*Fidelity Investments
Fidelity Freedom K 2010 Fund
431,591
*Fidelity
Investments
Fidelity Freedom K 2015 Fund
3,937,900
*Fidelity Investments
Fidelity Freedom K 2020 Fund
12,702,959
*Fidelity
Investments
Fidelity Freedom K 2025 Fund
17,764,881
*Fidelity Investments
Fidelity Freedom K 2030 Fund
18,849,975
*Fidelity
Investments
Fidelity Freedom K 2035 Fund
13,125,255
*Fidelity Investments
Fidelity Freedom K 2040 Fund
11,684,470
*Fidelity
Investments
Fidelity Freedom K 2045 Fund
6,373,390
*Fidelity Investments
Fidelity Freedom K 2050 Fund
6,537,528
*Fidelity
Investments
Fidelity Freedom K 2055 Fund
1,841,402
*Fidelity Investments
Fidelity Freedom K 2060 Fund
603,719
Total
mutual funds
340,649,090
Common and collective trust:
*Fidelity
Investments
Fidelity Managed Income Portfolio
10,334,597
*FLIR Systems, Inc.
Common
stock:
FLIR Systems, Inc. common stock
12,589,798
*Participants
Notes
receivable from participants (4.25% to
4,365,027
9.25% maturing through 2028)
Total
assets
$
367,938,512
* Represents a party-in-interest as of December 31, 2018.
Note: Cost is omitted for participant directed funds.
See accompanying report of independent registered public accounting firm.
13
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.