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)

John T. Fitzgerald, 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: 7/31/2018

Item 1: Schedule of Investments.

Schedule of Investments (unaudited)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
COMMON STOCKS 99.53%
Aerospace & Defense 2.68%
Boeing Co. (The)		55,300	$	19,703
Raytheon Co.		249,000		49,310
United Technologies Corp.		804,000		109,135
Total				178,148
Air Freight & Logistics 0.83%
CH Robinson Worldwide, Inc.		596,200		54,988
Auto Components 0.44%
Gentex Corp.		1,257,800		29,181
Automobiles 1.00%
Ford Motor Co.		6,648,200		66,748
Banks 10.91%
Bank of America Corp.		5,055,200		156,105
Citigroup, Inc.		573,000		41,193
Citizens Financial Group, Inc.		1,845,700		73,422
Fifth Third Bancorp		1,259,000		37,254
JPMorgan Chase & Co.		1,657,542		190,534
KeyCorp		4,135,100		86,299
PNC Financial Services Group, Inc. (The)		188,200		27,257
U.S. Bancorp		2,154,200		114,194
Total				726,258
Beverages 0.84%
Coca-Cola Co. (The)		1,201,400		56,021
Biotechnology 1.25%
AbbVie, Inc.		159,000		14,664
Amgen, Inc.		350,200		68,832
Total				83,496

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
Building Products 0.98%
Johnson Controls International plc		1,740,700	$	65,294
Capital Markets 4.03%
Ameriprise Financial, Inc.		452,800		65,959
CME Group, Inc.		425,600		67,722
Lazard Ltd. Class A		384,800		20,895
LPL Financial Holdings, Inc.		549,500		36,426
Northern Trust Corp.		174,400		19,048
T. Rowe Price Group, Inc.		140,500		16,731
TD Ameritrade Holding Corp.		730,400		41,742
Total				268,523
Chemicals 2.53%
Celanese Corp. Series A		474,100		55,996
DowDuPont, Inc.		474,800		32,652
Huntsman Corp.		960,500		32,206
LyondellBasell Industries NV Class A		430,300		47,673
Total				168,527
Commercial Services & Supplies 0.53%
KAR Auction Services, Inc.		594,200		35,325
Communications Equipment 1.74%
Cisco Systems, Inc.		2,739,700		115,862
Consumer Finance 1.59%
Capital One Financial Corp.		369,900		34,889
Discover Financial Services		991,900		70,832
Total				105,721
Containers & Packaging 1.23%
Graphic Packaging Holding Co.		2,144,900		31,166
Packaging Corp. of America		449,000		50,692
Total				81,858

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
Diversified Consumer Services 0.61%
H&R Block, Inc.		1,622,500	$	40,822
Diversified Telecommunication Services 3.03%
AT&T, Inc.		3,095,949		98,977
Verizon Communications, Inc.		1,989,151		102,720
Total				201,697
Electric: Utilities 3.76%
Duke Energy Corp.		923,739		75,396
Evergy, Inc.		654,357		36,703
Exelon Corp.		1,499,700		63,737
PPL Corp.		2,586,000		74,399
Total				250,235
Electrical Equipment 1.46%
Eaton Corp. plc		531,100		44,171
Emerson Electric Co.		199,400		14,413
Hubbell, Inc.		310,800		38,306
Total				96,890
Energy Equipment & Services 1.38%
Schlumberger Ltd.		1,362,900		92,023
Equity Real Estate Investment Trusts 4.61%
Duke Realty Corp.		1,364,400		39,731
Essex Property Trust, Inc.		245,800		59,103
Federal Realty Investment Trust		212,200		26,631
GGP, Inc.		1,152,100		24,563
Host Hotels & Resorts, Inc.		1,234,100		25,842
Prologis, Inc.		318,100		20,874
SL Green Realty Corp.		257,400		26,541
Starwood Property Trust, Inc.		1,267,000		28,938
UDR, Inc.		874,800		33,662
Vornado Realty Trust		295,400		21,245
Total				307,130

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
Food & Staples Retailing 2.83%
Sysco Corp.		634,700	$	42,658
Walgreens Boots Alliance, Inc.		1,044,400		70,622
Walmart, Inc.		846,000		75,489
Total				188,769
Food Products 3.39%
Archer-Daniels-Midland Co.		873,600		42,160
Hormel Foods Corp.		664,300		23,895
J.M. Smucker Co. (The)		235,700		26,191
Kellogg Co.		372,100		26,430
Kraft Heinz Co. (The)		1,123,900		67,715
Mondelez International, Inc. Class A		910,600		39,502
Total				225,893
Health Care Equipment & Supplies 2.61%
Abbott Laboratories		1,612,600		105,690
Medtronic plc (Ireland)(a)		754,600		68,087
Total				173,777
Health Care Providers & Services 1.37%
Cardinal Health, Inc.		717,700		35,849
CVS Health Corp.		521,800		33,844
Quest Diagnostics, Inc.		196,900		21,210
Total				90,903
Hotels, Restaurants & Leisure 1.48%
Carnival Corp.		979,200		58,008
Darden Restaurants, Inc.		380,200		40,658
Total				98,666
Household Durables 0.45%
Newell Brands, Inc.		1,132,200		29,652

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
Household Products 2.15%
Kimberly-Clark Corp.		642,900	$	73,200
Procter & Gamble Co. (The)		867,800		70,188
Total				143,388
Industrial Conglomerates 0.42%
Honeywell International, Inc.		175,000		27,939
Information Technology Services 1.37%
International Business Machines Corp.		505,350		73,241
Sabre Corp.		731,000		17,997
Total				91,238
Insurance 5.30%
Aflac, Inc.		571,500		26,598
American International Group, Inc.		517,100		28,549
Arthur J Gallagher & Co.		408,800		29,168
Axis Capital Holdings Ltd.		349,700		19,779
Chubb Ltd. (Switzerland)(a)		373,500		52,185
Fidelity National Financial, Inc.		869,100		35,198
Hartford Financial Services Group, Inc. (The)		572,600		30,176
Old Republic International Corp.		898,500		19,147
Prudential Financial, Inc.		378,900		38,235
Travelers Cos., Inc. (The)		320,900		41,762
Unum Group		814,700		32,368
Total				353,165
Machinery 2.05%
Caterpillar, Inc.		300,700		43,241
Cummins, Inc.		250,500		35,774
Flowserve Corp.		786,300		34,857
Pentair plc (United Kingdom)(a)		500,500		22,347
Total				136,219
Media 0.84%
Interpublic Group of Cos., Inc. (The)		1,330,800		30,010
Viacom, Inc. Class B		891,100		25,886
Total				55,896

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
Metals & Mining 0.61%
Nucor Corp.		605,900	$	40,553
Multi-Line Retail 0.52%
Kohl’s Corp.		466,500		34,460
Multi-Utilities 1.84%
Dominion Energy, Inc.		897,700		64,374
Public Service Enterprise Group, Inc.		253,300		13,060
Sempra Energy		391,000		45,196
Total				122,630
Oil, Gas & Consumable Fuels 8.26%
Chevron Corp.		1,603,232		202,440
ConocoPhillips		1,459,600		105,339
Exxon Mobil Corp.		501,600		40,885
Kinder Morgan, Inc.		1,927,100		34,264
Marathon Petroleum Corp.		380,600		30,764
Valero Energy Corp.		926,650		109,669
Williams Cos., Inc. (The)		901,900		26,832
Total				550,193
Pharmaceuticals 6.88%
Bristol-Myers Squibb Co.		631,600		37,107
Johnson & Johnson		574,000		76,067
Merck & Co., Inc.		2,043,500		134,605
Pfizer, Inc.		5,265,900		210,267
Total				458,046
Professional Services 0.80%
ManpowerGroup, Inc.		208,200		19,417
Robert Half International, Inc.		445,900		33,781
Total				53,198
Road & Rail 1.57%
Ryder System, Inc.		269,200		21,078

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Shares		Fair Value (000)
Road & Rail (continued)
Union Pacific Corp.		558,200	$	83,669
Total				104,747
Semiconductors & Semiconductor Equipment 3.50%
Applied Materials, Inc.		553,800		26,931
Broadcom, Inc.		172,900		38,344
Intel Corp.		3,191,700		153,521
QUALCOMM, Inc.		220,300		14,119
Total				232,915
Software 1.04%
Microsoft Corp.		653,100		69,281
Specialty Retail 2.42%
Lowe’s Cos., Inc.		782,500		77,733
TJX Cos., Inc. (The)		411,400		40,013
Tractor Supply Co.		555,100		43,320
Total				161,066
Technology Hardware, Storage & Peripherals 1.76%
Apple, Inc.		160,825		30,604
NetApp, Inc.		639,800		49,597
Xerox Corp.		1,428,100		37,088
Total				117,289
Tobacco 0.64%
Philip Morris International, Inc.		490,500		42,330
Total Common Stocks (cost $6,174,499,996)				6,626,960

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(concluded)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2018

Investments	Principal Amount (000)		Fair Value (000)
SHORT-TERM INVESTMENT 0.46%
Repurchase Agreement
Repurchase Agreement dated 7/31/2018, 1.05% due 8/1/2018 with Fixed Income Clearing Corp. collateralized by $32,390,000 of U.S. Treasury Note at 1.875% due 01/31/2022; value: $31,395,530; proceeds: $30,776,358 (cost $30,775,460)	$	30,775	$	30,775
Total Investments in Securities 99.99% (cost $6,205,275,456)				6,657,735
Other Assets in Excess of Liabilities(b) 0.01%				349
Net Assets 100.00%			$	6,658,084

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

Open Futures Contracts at July 31, 2018:

Type	Expiration	Contracts	Position	Notional Amount		Notional Value		Unrealized Appreciation
E-Mini S&P 500 Index	September 2018	214	Long	$	29,688,649	$	30,142,970	$	454,321

The following is a summary of the inputs used as of July 31, 2018 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	$	6,626,960	$	—	$	—	$	6,626,960
Short-Term Investment
Repurchase Agreement		—		30,775		—		30,775
Total	$	6,626,960	$	30,775	$	—	$	6,657,735
Other Financial Instruments
Futures Contracts
Assets	$	454	$	—	$	—	$	454
Liabilities		—		—		—		—
Total	$	454	$	—	$	—	$	454

(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, 2018.

See Notes to Schedule of Investments.

Notes to the Financial Statements (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 quoted 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 may employ 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 the Financial Statements (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, 2018 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, 2018 (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, 2018, the Fund had futures contracts with a cumulated unrealized appreciation of $454,321, which is included on the Schedule of Investments.

4. FEDERAL TAX INFORMATION

As of July 31, 2018, the aggregate unrealized security gains and losses on investments and other financial instruments based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	6,221,477,480
Gross unrealized gain		751,136,311
Gross unrealized loss		(314,424,376	)
Net unrealized security gain	$	436,711,935

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

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/ Douglas B. Sieg
		Douglas B. Sieg
		President and Chief Executive Officer
Date: September 21, 2018
	By:	/s/ Bernard J. Grzelak
		Bernard J. Grzelak
		Chief Financial Officer and Vice President
Date: September 21, 2018

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/ Douglas B. Sieg
		Douglas B. Sieg
		President and Chief Executive Officer
Date: September 21, 2018
	By:	/s/ Bernard J. Grzelak
		Bernard J. Grzelak
		Chief Financial Officer and Vice President
Date: September 21, 2018

EX-99.CERT

Exhibit 99 CERT

CERTIFICATIONS

I, Douglas B. Sieg, 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 21, 2018

/s/ Douglas B. Sieg

Douglas B. Sieg

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 21, 2018

/s/ Bernard J. Grzelak

Bernard J. Grzelak

Chief Financial Officer and Vice President