N-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-00005

LORD ABBETT AFFILIATED FUND, INC.

(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

Brooke A. Fapohunda, Esq., Vice President & Assistant Secretary

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 201-6984

Date of fiscal year end: 10/31

Date of reporting period: 7/31/2017

Item 1: Schedule of Investments.

Schedule of Investments (unaudited)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
COMMON STOCKS 99.55%
Aerospace & Defense 3.20%
Lockheed Martin Corp.		176,300	$	51,503
Raytheon Co.		319,200		54,829
United Technologies Corp.		900,700		106,796
Total				213,128
Automobiles 1.39%
Ford Motor Co.		8,244,900		92,508
Banks 8.17%
Citizens Financial Group, Inc.		2,777,300		97,428
JPMorgan Chase & Co.		2,356,342		216,312
KeyCorp		4,391,400		79,221
PNC Financial Services Group, Inc. (The)		172,200		22,179
U.S. Bancorp		1,047,300		55,276
Wells Fargo & Co.		1,349,900		72,814
Total				543,230
Beverages 1.95%
Coca-Cola Co. (The)		926,800		42,485
Dr. Pepper Snapple Group, Inc.		679,700		61,961
PepsiCo, Inc.		215,700		25,153
Total				129,599
Biotechnology 1.60%
AbbVie, Inc.		771,700		53,949
Amgen, Inc.		302,600		52,807
Total				106,756
Building Products 1.19%
Johnson Controls International plc		2,028,800		79,022
Capital Markets 3.51%
Ameriprise Financial, Inc.		484,200		70,151
BlackRock, Inc.		126,100		53,785
Invesco Ltd.		1,932,300		67,186
Lazard Ltd. Class A		562,900		26,293
TD Ameritrade Holding Corp.		354,800		16,225
Total				233,640

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
Chemicals 2.84%
Dow Chemical Co. (The)		742,200	$	47,679
Eastman Chemical Co.		774,500		64,407
LyondellBasell Industries NV Class A		850,300		76,604
Total				188,690
Commercial Services & Supplies 0.55%
KAR Auction Services, Inc.		439,700		18,485
Pitney Bowes, Inc.		1,133,000		17,833
Total				36,318
Communications Equipment 1.71%
Cisco Systems, Inc.		3,623,100		113,946
Consumer Finance 1.51%
Capital One Financial Corp.		408,700		35,222
Discover Financial Services		1,073,100		65,394
Total				100,616
Containers & Packaging 1.22%
Avery Dennison Corp.		336,600		31,280
Packaging Corp. of America		456,300		49,956
Total				81,236
Diversified Consumer Services 0.64%
H&R Block, Inc.		1,396,000		42,578
Diversified Telecommunication Services 2.77%
AT&T, Inc.		2,883,449		112,455
Verizon Communications, Inc.		1,484,651		71,857
Total				184,312
Electric: Utilities 3.23%
Duke Energy Corp.		565,339		48,122
Eversource Energy		273,500		16,626
Exelon Corp.		556,300		21,328
NextEra Energy, Inc.		93,900		13,718
PG&E Corp.		430,400		29,134
Pinnacle West Capital Corp.		289,100		25,074

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
Electric: Utilities (continued)
PPL Corp.		1,593,400	$	61,075
Total				215,077
Electrical Equipment 0.45%
Eaton Corp. plc		379,600		29,704
Energy Equipment & Services 1.48%
Schlumberger Ltd.		1,431,200		98,180
Equity Real Estate Investment Trusts 5.04%
AvalonBay Communities, Inc.		227,150		43,692
Duke Realty Corp.		1,080,800		30,900
GGP, Inc.		2,113,800		47,793
Host Hotels & Resorts, Inc.		2,053,100		38,311
Lamar Advertising Co. Class A		120,100		8,476
Prologis, Inc.		410,000		24,932
SL Green Realty Corp.		163,700		16,905
Starwood Property Trust, Inc.		1,371,100		30,219
UDR, Inc.		825,100		32,253
Uniti Group, Inc.*		625,200		16,005
Ventas, Inc.		502,300		33,830
Vornado Realty Trust		152,700		12,117
Total				335,433
Food & Staples Retailing 3.36%
CVS Health Corp.		623,300		49,820
Wal-Mart Stores, Inc.		960,600		76,839
Walgreens Boots Alliance, Inc.		1,198,700		96,699
Total				223,358
Food Products 3.62%
Archer-Daniels-Midland Co.		1,652,300		69,694
General Mills, Inc.		296,600		16,509
Kellogg Co.		390,700		26,568
Kraft Heinz Co. (The)		1,013,700		88,658
Pinnacle Foods, Inc.		668,800		39,713
Total				241,142

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
Health Care Equipment & Supplies 1.92%
Abbott Laboratories		1,014,300	$	49,883
Medtronic plc (Ireland)(a)		923,600		77,555
Total				127,438
Health Care Providers & Services 1.43%
Cardinal Health, Inc.		776,200		59,969
UnitedHealth Group, Inc.		182,100		34,929
Total				94,898
Hotels, Restaurants & Leisure 1.46%
Las Vegas Sands Corp.		366,200		22,562
McDonald’s Corp.		388,700		60,303
Wynn Resorts Ltd.		109,800		14,201
Total				97,066
Household Durables 1.43%
Leggett & Platt, Inc.		183,000		8,817
Newell Brands, Inc.		1,285,400		67,766
Tupperware Brands Corp.		301,000		18,274
Total				94,857
Household Products 2.62%
Clorox Co. (The)		116,400		15,538
Kimberly-Clark Corp.		596,900		73,514
Procter & Gamble Co. (The)		939,500		85,326
Total				174,378
Industrial Conglomerates 0.67%
General Electric Co.		1,728,055		44,255
Information Technology Services 1.39%
International Business Machines Corp.		638,850		92,422
Insurance 6.00%
Allstate Corp. (The)		1,029,400		93,676
Arthur J Gallagher & Co.		519,800		30,559
Chubb Ltd. (Switzerland)(a)		90,000		13,181
Hartford Financial Services Group, Inc. (The)		684,300		37,637
Marsh & McLennan Cos., Inc.		143,200		11,165

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
Insurance (continued)
Progressive Corp. (The)		867,400	$	40,881
Prudential Financial, Inc.		956,700		108,327
XL Group Ltd.		1,438,700		63,878
Total				399,304
Machinery 2.95%
Caterpillar, Inc.		426,200		48,566
Cummins, Inc.		277,800		46,643
Deere & Co.		342,800		43,974
Dover Corp.		461,100		38,732
Pentair plc (United Kingdom)(a)		294,200		18,555
Total				196,470
Media 0.23%
Omnicom Group, Inc.		196,700		15,488
Metals & Mining 0.68%
Nucor Corp.		780,000		44,983
Multi-Line Retail 0.53%
Target Corp.		622,200		35,260
Multi-Utilities 2.43%
Consolidated Edison, Inc.		373,300		30,932
Dominion Energy, Inc.		467,000		36,043
SCANA Corp.		412,200		26,533
Sempra Energy		604,000		68,258
Total				161,766
Oil, Gas & Consumable Fuels 7.44%
Chevron Corp.		1,909,032		208,447
ConocoPhillips		1,831,700		83,104
Exxon Mobil Corp.		411,700		32,953
Hess Corp.		151,100		6,730
Kinder Morgan, Inc.		2,105,700		43,019
Valero Energy Corp.		1,300,950		89,727
Williams Cos., Inc. (The)		976,000		31,017
Total				494,997

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
Pharmaceuticals 5.48%
Bristol-Myers Squibb Co.		590,600	$	33,605
Johnson & Johnson		602,200		79,924
Merck & Co., Inc.		973,900		62,213
Pfizer, Inc.		5,697,400		188,926
Total				364,668
Professional Services 0.42%
Robert Half International, Inc.		624,000		28,236
Road & Rail 1.70%
CSX Corp.		326,200		16,095
Union Pacific Corp.		942,300		97,019
Total				113,114
Semiconductors & Semiconductor Equipment 4.79%
Applied Materials, Inc.		666,400		29,528
Intel Corp.		3,640,900		129,143
Microchip Technology, Inc.		651,100		52,114
QUALCOMM, Inc.		2,024,000		107,657
Total				318,442
Software 0.56%
Microsoft Corp.		513,300		37,317
Specialty Retail 2.37%
Best Buy Co., Inc.		736,500		42,967
Foot Locker, Inc.		295,000		13,921
Home Depot, Inc. (The)		135,900		20,331
Lowe’s Cos., Inc.		1,039,200		80,434
Total				157,653
Technology Hardware, Storage & Peripherals 1.96%
Apple, Inc.		417,525		62,098
HP, Inc.		1,006,400		19,222
NetApp, Inc.		701,400		30,455
Western Digital Corp.		221,200		18,829
Total				130,604

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

Investments	Shares		Fair Value (000)
Tobacco 1.50%
Altria Group, Inc.		319,649	$	20,768
Philip Morris International, Inc.		677,700		79,094
Total				99,862
Trading Companies & Distributors 0.16%
Watsco, Inc.		71,700		10,810
Total Common Stocks (cost $6,194,591,331)				6,622,761
	Principal Amount (000)
SHORT-TERM INVESTMENT 0.50%
Repurchase Agreement
Repurchase Agreement dated 7/31/2017, 0.12% due 8/1/2017 with Fixed Income Clearing Corp. collateralized by $34,045,000 of U.S. Treasury Note at 2.125% due 11/30/2023; value: $34,376,939; proceeds: $33,702,356 (cost $33,702,244)	$	33,702		33,702
Total Investments in Securities 100.05% (cost $6,228,293,575)				6,656,463
Liabilities in Excess of Other Assets(b) (0.05)%				(3,618	)
Net Assets 100.00%			$	6,652,845

*	Non-income producing security.
(a)	Foreign security traded in U.S. dollars.
(b)	Liabilities in Excess of Other Assets include net unrealized appreciation on futures contracts as follows:

Open Futures Contracts at July 31, 2017:

Type	Expiration	Contracts	Position	Notional Value		Unrealized Appreciation
E-Mini S&P 500 Index	September 2017	240	Long	$	29,616,000	$	384,158

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(concluded)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2017

The following is a summary of the inputs used as of July 31, 2017 in valuing the Fund’s investments carried at fair value⁽¹⁾:

Investment Type(2)(3)	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	6,622,761	$	—	$	—	$	6,622,761
Repurchase Agreement		—		33,702		—		33,702
Total	$	6,622,761	$	33,702	$	—	$	6,656,463
Other Financial Instruments
Futures Contracts
Assets	$	384	$	—	$	—	$	384
Liabilities		—		—		—		—
Total	$	384	$	—	$	—	$	384

(1)	Refer to Note 2(f) for a description of fair value measurements and the three-tier hierarchy of inputs.
(2)	See Schedule of Investments for fair values in each industry and identification of foreign issuers and/or geography.
(3)	There were no Level 1/Level 2 transfers during the period ended July 31, 2017.

See Notes to Schedule of Investments.

Notes to Schedule of Investments (unaudited)

1. ORGANIZATION

Lord Abbett Affiliated Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. The Fund was organized in 1934 and was reincorporated under Maryland law on November 26, 1975.

The Fund’s investment objective is long-term growth of capital and income without excessive fluctuations in market value.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Investment Valuation-Under procedures approved by the Fund’s Board of Directors (the “Board”), Lord, Abbett & Co. LLC (“Lord Abbett”), the Fund’s investment manager, has formed a Pricing Committee to administer the pricing and valuation of portfolio investments and to ensure that prices utilized reasonably reflect fair value. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.

Securities actively traded on any recognized U.S. or non-U.S. exchange or on The NASDAQ Stock Market LLC are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Events occurring after the close of trading on non-U.S. exchanges may result in adjustments to the valuation of foreign securities to reflect their fair value as of the close of regular trading on the New York Stock Exchange. The Fund may utilize an independent fair valuation service in adjusting the valuations of foreign securities. Unlisted equity securities are valued at the last quoted sale price or, if no sale price is available, at the mean between the most recently quoted bid and asked prices. Exchange traded options and futures contracts are valued at the last sale price in the market where they are principally traded. If no sale has occurred, the mean between the most recently quoted bid and asked prices is used.

Securities for which prices are not readily available are valued at fair value as determined by the Pricing Committee. The Pricing Committee considers a number of factors, including observable and unobservable inputs, when arriving at fair value. The Pricing Committee may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information to determine the fair value of portfolio investments. The Board or a designated committee thereof regularly reviews fair value determinations made by the Pricing Committee and employs techniques such as reviewing related market activity, reviewing inputs and assumptions, and retrospectively comparing prices of subsequent purchases and sales transactions to fair value determinations made by the Pricing Committee.

Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates fair value.

(b) Security Transactions-Security transactions are recorded as of the date that the securities are purchased or sold (trade date).

(c) Foreign Transactions-The books and records of the Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the Fund’s records at the rate prevailing when earned or recorded.

(d) Futures Contracts-The Fund may purchase and sell index futures contracts to manage cash, or as a substitute position in lieu of holding the underlying asset on which the instrument is based. At the time of entering into a futures transaction, an investor is required to deposit and maintain a specified amount of cash or eligible securities called “initial margin.” Subsequent payments made or received by the Fund called “variation margin” are made on a daily basis as the market price of the futures contract fluctuates. The Fund will record an unrealized gain (loss) based on the amount of variation margin. When a contract is closed, a realized gain (loss) is recorded equal to the difference between the opening and closing value of the contract.

(e) Repurchase Agreements-The Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which a fund acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. The Fund requires at all times that the repurchase agreement be collateralized by cash, or by securities of the U.S. Government, its agencies, its instrumentalities, or U.S. Government sponsored enterprises having a value equal to, or in excess of, the value of the repurchase agreement (including accrued interest). If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the fair value of these securities has declined, the Fund may incur a loss upon disposition of the securities.

Notes to Schedule of Investments (unaudited)(concluded)

(f) Fair Value Measurements-Fair value is defined as the price that the Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk - for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy classification is determined based on the lowest level of inputs that is significant to the fair value measurement, and is summarized in the three broad Levels listed below:

•	Level 1 -	unadjusted quoted prices in active markets for identical investments;
•	Level 2 -	other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.); and
•	Level 3 -	significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

A summary of inputs used in valuing the Fund’s investments as of July 31, 2017 and, if applicable, Level 1/Level 2 transfers and Level 3 rollforwards for the period then ended is included in the Fund’s Schedule of Investments.

Changes in valuation techniques may result in transfers into or out of an assigned level within the three-tier hierarchy. All transfers between different levels within the three-tier hierarchy are deemed to have occurred as of the beginning of the reporting period. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

3. DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Fund entered into E-Mini S&P 500 Index futures contracts for the period ended July 31, 2017 (as described in note 2(d)) to manage cash. The Fund bears the risk that the underlying index will move unexpectedly, in which case the Fund may realize a loss. There is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees futures against default. As of July 31, 2017, the Fund had futures contracts with a cumulated unrealized appreciation of $384,158, which is included on the Schedule of Investments.

4. FEDERAL TAX INFORMATION

As of July 31, 2017, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	6,244,069,527
Gross unrealized gain		633,778,759
Gross unrealized loss		(221,385,401	)
Net unrealized security gain	$	412,393,358

The difference between book-basis and tax-basis unrealized gains (losses) is attributable to the tax treatment of wash sales.

Item 2: Controls and Procedures.

(a) Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days prior to the filing date of this report, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3: Exhibits.

Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LORD ABBETT AFFILIATED FUND, INC.
By:	/s/ Daria L. Foster
	Daria L. Foster
	President and Chief Executive Officer

Date: September 22, 2017

By:	/s/ Bernard J. Grzelak
	Bernard J. Grzelak
	Chief Financial Officer and Vice President

Date: September 22, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Daria L. Foster
	Daria L. Foster
	President and Chief Executive Officer

Date: September 22, 2017

By:	/s/ Bernard J. Grzelak
	Bernard J. Grzelak
	Chief Financial Officer and Vice President

Date: September 22, 2017

EX-99

Exhibit 99 CERT

CERTIFICATIONS

I, Daria L. Foster, certify that:

1. I have reviewed this report on Form N-Q of Lord Abbett Affiliated Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the Registrant as of the end of the fiscal quarter for which the report is filed;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 22, 2017

/s/ Daria L. Foster

Daria L. Foster

President and Chief Executive Officer

CERTIFICATIONS

I, Bernard J. Grzelak, certify that:

1. I have reviewed this report on Form N-Q of Lord Abbett Affiliated Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the Registrant as of the end of the fiscal quarter for which the report is filed;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 22, 2017

/s/ Bernard J. Grzelak

Bernard J. Grzelak

Chief Financial Officer and Vice President