N-Q 1 a_vtinvestorsfund.htm PUTNAM VARIABLE TRUST a_vtinvestorsfund.htm


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: (811-05346)
Exact name of registrant as specified in charter: Putnam Variable Trust
Address of principal executive offices: 100 Federal Street, Boston, Massachusetts 02110
Name and address of agent for service: Robert T. Burns, Vice President
100 Federal Street
Boston, Massachusetts 02110
Copy to:         Bryan Chegwidden, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Registrant's telephone number, including area code: (617) 292-1000
Date of fiscal year end: December 31, 2018
Date of reporting period: September 30, 2018



Item 1. Schedule of Investments:














Putnam VT Multi-Cap Core Fund*

* Prior to June 30, 2018, the fund was known as Putnam VT Investors Fund.

The fund's portfolio
9/30/18 (Unaudited)
COMMON STOCKS (96.9%)(a)
Shares Value

Aerospace and defense (1.8%)
Boeing Co. (The) 10,000 $3,719,000
Spirit AeroSystems Holdings, Inc. Class A 13,100 1,200,877

4,919,877
Air freight and logistics (0.3%)
FedEx Corp. 3,935 947,509

947,509
Airlines (1.4%)
Air Canada (Canada)(NON) 66,500 1,420,973
Delta Air Lines, Inc. 14,900 861,667
Southwest Airlines Co. 27,500 1,717,375

4,000,015
Auto components (1.2%)
Lear Corp. 11,500 1,667,500
Magna International, Inc. (Canada) 5,600 294,168
Pirelli & C SpA (Italy)(NON) 162,854 1,366,683

3,328,351
Automobiles (0.5%)
General Motors Co. 39,700 1,336,699

1,336,699
Banks (7.5%)
Bank of America Corp. 214,342 6,314,515
Citigroup, Inc. 66,857 4,796,321
Hilltop Holdings, Inc. 19,100 385,247
JPMorgan Chase & Co. 72,227 8,150,095
SunTrust Banks, Inc. 20,600 1,375,874

21,022,052
Beverages (1.4%)
Coca-Cola Co. (The) 17,800 822,182
Molson Coors Brewing Co. Class B 9,435 580,253
PepsiCo, Inc. 21,620 2,417,116

3,819,551
Biotechnology (3.2%)
Amgen, Inc. 20,295 4,206,951
Biogen, Inc.(NON) 6,900 2,437,839
Gilead Sciences, Inc. 31,400 2,424,394

9,069,184
Capital markets (4.5%)
Ameriprise Financial, Inc. 13,100 1,934,346
Apollo Global Management, LLC Class A 16,047 554,424
Bank of New York Mellon Corp. (The) 17,300 882,127
Goldman Sachs Group, Inc. (The) 17,220 3,861,413
Invesco, Ltd. 30,192 690,793
KKR & Co., Inc. Class A 33,100 902,637
Morgan Stanley 20,300 945,371
Raymond James Financial, Inc. 13,800 1,270,290
State Street Corp. 17,300 1,449,394

12,490,795
Chemicals (2.3%)
Celanese Corp. 12,200 1,390,800
CF Industries Holdings, Inc. 23,900 1,301,116
DowDuPont, Inc. 27,587 1,774,120
Eastman Chemical Co. 10,700 1,024,204
Orion Engineered Carbons SA (Luxembourg) 26,800 860,280

6,350,520
Commercial services and supplies (0.6%)
BrightView Holdings, Inc.(NON) 17,000 272,850
New Bigfoot Other Assets GmbH (acquired 8/2/13, cost $4) (Private) (Germany)(NON)(F)(RES) 3 3
New Middle East Other Assets GmbH (acquired 8/2/13, cost $1) (Private) (Germany)(NON)(F)(RES) 1 1
Republic Services, Inc. 17,800 1,293,348

1,566,202
Communications equipment (1.9%)
Cisco Systems, Inc. 110,641 5,382,685

5,382,685
Consumer finance (0.7%)
Capital One Financial Corp. 21,100 2,003,023

2,003,023
Diversified financial services (3.1%)
Alignvest Acquisition II Corp. Class A (Canada)(NON) 68,053 513,170
Berkshire Hathaway, Inc. Class B(NON) 16,800 3,597,048
Capitol Investment Corp. IV (Units)(NON) 43,141 446,941
Easterly Acquisition Corp.(NON) 93,320 975,194
Federal Street Acquisition Corp. (Units)(NON) 68,000 686,800
Gores Holdings II, Inc. (Units)(NON) 33,354 373,565
Haymaker Acquisition Corp. (Units)(NON) 39,514 405,809
J2 Acquisition, Ltd. (British Virgin Islands)(NON) 77,798 746,861
TPG Pace Holdings Corp. (Units)(NON) 92,438 979,843

8,725,231
Diversified telecommunication services (0.9%)
AT&T, Inc. 71,372 2,396,672

2,396,672
Electric utilities (1.7%)
Entergy Corp. 23,900 1,939,007
Exelon Corp. 43,900 1,916,674
FirstEnergy Corp. 27,800 1,033,326

4,889,007
Electrical equipment (0.5%)
Emerson Electric Co. 19,100 1,462,678

1,462,678
Electronic equipment, instruments, and components (—%)
nLight, Inc.(NON)(S) 5,631 125,065

125,065
Entertainment (1.6%)
Live Nation Entertainment, Inc.(NON) 31,343 1,707,253
Walt Disney Co. (The) 24,100 2,818,254

4,525,507
Equity real estate investment trusts (REITs) (1.2%)
Armada Hoffler Properties, Inc. 75,724 1,144,190
Easterly Government Properties, Inc.(S) 76,128 1,474,599
Equity Commonwealth(NON) 21,700 696,353

3,315,142
Food and staples retail (3.0%)
Costco Wholesale Corp. 5,500 1,291,840
Kroger Co. (The) 57,800 1,682,558
US Foods Holding Corp.(NON) 4,854 149,600
Walgreens Boots Alliance, Inc. 20,928 1,525,651
Walmart, Inc. 41,200 3,869,092

8,518,741
Food products (0.3%)
Nomad Foods, Ltd. (United Kingdom)(NON) 39,000 790,140

790,140
Health-care equipment and supplies (1.4%)
Baxter International, Inc. 30,900 2,382,081
Becton Dickinson and Co. (BD) 5,600 1,461,600
RA Medical Systems, Inc.(NON) 9,091 165,456

4,009,137
Health-care providers and services (3.9%)
Cigna Corp. 7,400 1,541,050
CVS Health Corp.(S) 25,080 1,974,298
HCA Healthcare, Inc. 16,739 2,328,730
Humana, Inc. 6,800 2,301,936
McKesson Corp. 10,900 1,445,885
PetIQ, Inc.(NON) 7,121 279,927
Tenet Healthcare Corp.(NON) 34,800 990,408

10,862,234
Hotels, restaurants, and leisure (2.2%)
Bloomin' Brands, Inc. 24,200 478,918
Hyatt Hotels Corp. Class A 17,400 1,384,866
MGM Resorts International 50,400 1,406,664
Penn National Gaming, Inc.(NON)(S) 54,038 1,778,931
Red Robin Gourmet Burgers, Inc.(NON)(S) 2,600 104,390
Wyndham Hotels & Resorts, Inc. 19,000 1,055,830

6,209,599
Household durables (0.8%)
Green Brick Partners, Inc.(NON) 34,300 346,430
HC Brillant Services GmbH (acquired 8/2/13, cost $4) (Private) (Germany)(NON)(F)(RES) 6 5
PulteGroup, Inc. 81,000 2,006,370

2,352,805
Household products (0.6%)
Energizer Holdings, Inc. 13,000 762,450
Kimberly-Clark Corp. 7,200 818,208

1,580,658
Independent power and renewable electricity producers (0.9%)
NRG Energy, Inc. 65,600 2,453,440

2,453,440
Insurance (1.6%)
American International Group, Inc. 19,833 1,055,909
Assured Guaranty, Ltd. 29,400 1,241,562
Lincoln National Corp. 17,800 1,204,348
Prudential Financial, Inc. 8,900 901,748

4,403,567
Interactive media and services (4.0%)
Alphabet, Inc. Class A(NON) 2,136 2,578,323
Alphabet, Inc. Class C(NON) 4,218 5,034,056
Facebook, Inc. Class A(NON) 22,100 3,634,566

11,246,945
Internet and direct marketing retail (2.4%)
Amazon.com, Inc.(NON) 2,865 5,738,595
Delivery Hero Holding GmbH (Germany)(NON) 18,115 871,163
Global Fashion Group SA (acquired 8/2/13, cost $219,415) (Private) (Luxembourg)(NON)(F)(RES) 5,179 48,348

6,658,106
IT Services (3.1%)
DXC Technology Co. 12,400 1,159,648
IBM Corp. 11,380 1,720,770
Mastercard, Inc. Class A 9,700 2,159,317
Priority Technology Holdings, Inc.(NON) 27,247 264,568
Visa, Inc. Class A 22,900 3,437,061

8,741,364
Leisure products (0.4%)
Brunswick Corp. 14,700 985,194

985,194
Machinery (0.7%)
Caterpillar, Inc. 13,000 1,982,370

1,982,370
Media (1.5%)
Comcast Corp. Class A 85,940 3,043,135
Discovery, Inc. Class A(NON)(S) 14,100 451,200
Liberty Global PLC Class A (United Kingdom)(NON) 24,800 717,464

4,211,799
Metals and mining (0.7%)
Freeport-McMoRan, Inc. (Indonesia) 90,800 1,263,936
Largo Resources, Ltd. (Canada)(NON) 214,982 604,177

1,868,113
Multiline retail (0.7%)
Target Corp. 23,100 2,037,651

2,037,651
Oil, gas, and consumable fuels (6.9%)
Anadarko Petroleum Corp. 6,600 444,906
ConocoPhillips 41,700 3,227,580
Diamondback Energy, Inc.(S) 4,900 662,431
Encana Corp. (Canada) 67,900 890,169
Enterprise Products Partners LP 55,700 1,600,261
Exxon Mobil Corp. 17,405 1,479,773
Kimbell Royalty Partners LP 23,322 457,578
Kinder Morgan, Inc. 37,370 662,570
Marathon Oil Corp. 65,200 1,517,856
Plains GP Holdings LP Class A(NON) 23,011 564,460
Royal Dutch Shell PLC ADR Class A (United Kingdom) 48,132 3,279,714
Suncor Energy, Inc. (Canada) 36,600 1,416,054
TOTAL SA ADR (France) 16,223 1,044,599
Valero Energy Corp. 17,900 2,036,125

19,284,076
Pharmaceuticals (3.4%)
Jazz Pharmaceuticals PLC(NON) 11,856 1,993,349
Johnson & Johnson 25,530 3,527,480
Pfizer, Inc. 90,186 3,974,497

9,495,326
Real estate management and development (0.9%)
CBRE Group, Inc. Class A(NON) 27,800 1,225,980
Kennedy-Wilson Holdings, Inc. 59,500 1,279,250

2,505,230
Road and rail (1.2%)
Norfolk Southern Corp. 11,300 2,039,650
Union Pacific Corp. 4,400 716,452
US Xpress Enterprises, Inc. Class A(NON) 49,700 685,860

3,441,962
Semiconductors and semiconductor equipment (3.0%)
Applied Materials, Inc. 43,100 1,665,815
Intel Corp. 52,520 2,483,671
Lam Research Corp. 10,300 1,562,510
Micron Technology, Inc.(NON) 6,100 275,903
Qualcomm, Inc. 6,700 482,601
Teradyne, Inc. 19,900 735,902
Texas Instruments, Inc. 12,400 1,330,396

8,536,798
Software (7.2%)
Adobe Systems, Inc.(NON) 6,200 1,673,690
Dell Technologies, Inc. Class V(NON) 11,273 1,094,834
Microsoft Corp. 128,850 14,736,573
Oracle Corp. 44,658 2,302,566
Yext, Inc.(NON) 14,400 341,280

20,148,943
Specialty retail (3.5%)
Best Buy Co., Inc. 26,300 2,087,168
Gap, Inc. (The) 40,000 1,154,000
Home Depot, Inc. (The) 16,700 3,459,405
Lowe's Cos., Inc. 20,800 2,388,256
Michaels Cos., Inc. (The)(NON) 51,300 832,599

9,921,428
Technology hardware, storage, and peripherals (5.3%)
Apple, Inc. 58,083 13,111,656
HP, Inc. 69,716 1,796,581

14,908,237
Textiles, apparel, and luxury goods (0.3%)
Hanesbrands, Inc.(S) 44,000 810,920

810,920
Thrifts and mortgage finance (0.2%)
Radian Group, Inc. 30,800 636,636

636,636
Trading companies and distributors (0.5%)
United Rentals, Inc.(NON) 8,600 1,406,960

1,406,960

Total common stocks (cost $194,145,242) $271,684,144

INVESTMENT COMPANIES (1.9%)(a)
Shares Value

Health Care Select Sector SPDR Fund 28,700 $2,730,805
Industrial Select Sector SPDR Fund 33,900 2,657,760

Total investment companies (cost $4,981,018) $5,388,565

CONVERTIBLE PREFERRED STOCKS (0.2%)(a)
Shares Value

Becton Dickinson and Co. (BD) Ser. A, $3.063 cv. pfd. 8,869 $580,654

Total convertible preferred stocks (cost $443,450) $580,654

WARRANTS (—%)(a)(NON)
Expiration date Strike Price Warrants Value

Alignvest Acquisition II Corp. Class A (Canada) 7/4/22 CAD 11.50 36,476 $12,426
Easterly Acquisition Corp. 7/29/20 $11.50 38,710 42,581
J2 Acquisition, Ltd. (British Virgin Islands) 10/10/20 11.50 77,798 35,009

Total warrants (cost $29,173) $90,016

SHORT-TERM INVESTMENTS (3.2%)(a)
Principal amount/shares Value

Putnam Cash Collateral Pool, LLC 2.25%(AFF) Shares 5,423,780 $5,423,780
Putnam Short Term Investment Fund 2.24%(AFF) Shares 3,452,008 3,452,008
U.S. Treasury Bills 2.020%, 11/1/18 $58,000 57,897
U.S. Treasury Bills 1.978%, 10/4/18 21,000 20,996
U.S. Treasury Bills 1.968%, 10/18/18 18,000 17,982

Total short-term investments (cost $8,972,668) $8,972,663

TOTAL INVESTMENTS

Total investments (cost $208,571,551) $286,716,042














Key to holding's currency abbreviations
CAD Canadian Dollar
USD / $ United States Dollar
Key to holding's abbreviations
ADR American Depository Receipts: represents ownership of foreign securities on deposit with a custodian bank
SPDR S&P Depository Receipts
Notes to the fund's portfolio
Unless noted otherwise, the notes to the fund's portfolio are for the close of the fund's reporting period, which ran from January 1, 2018 through September 30, 2018 (the reporting period). Within the following notes to the portfolio, references to "Putnam Management" represent Putnam Investment Management, LLC, the fund's manager, an indirect wholly-owned subsidiary of Putnam Investments, LLC, references to "ASC 820" represent Accounting Standards Codification 820 Fair Value Measurements and Disclosures and references to "OTC", if any, represent over-the-counter.
(a) Percentages indicated are based on net assets of $280,343,173.
(NON) This security is non-income-producing.
(RES) This security is restricted with regard to public resale. The total fair value of this security and any other restricted securities (excluding 144A securities), if any, held at the close of the reporting period was $48,357, or less than 0.1% of net assets.
(AFF) Affiliated company. For investments in Putnam Cash Collateral Pool, LLC and Putnam Short Term Investment Fund, the rate quoted in the security description is the annualized 7-day yield of the fund at the close of the reporting period. Transactions during the period with any company which is under common ownership or control were as follows:

Name of affiliate Fair value as of 12/31/17 Purchase cost Sale proceeds Investment income Shares outstanding and fair value as of 9/30/18

Short-term investments
Putnam Cash Collateral Pool, LLC*# $13,535,450 $92,044,027 $100,155,697 $120,199 $5,423,780
Putnam Short Term Investment Fund** 297,858 36,520,776 33,366,626 61,672 3,452,008





Total Short-term investments $13,833,308 $128,564,803 $133,522,323 $181,871 $8,875,788
* No management fees are charged to Putnam Cash Collateral Pool, LLC. There were no realized or unrealized gains or losses during the period.
# The fund may lend securities, through its agent, to qualified borrowers in order to earn additional income. The loans are collateralized by cash in an amount at least equal to the fair value of the securities loaned. The fair value of securities loaned is determined daily and any additional required collateral is allocated to the fund on the next business day. The remaining maturities of the securities lending transactions are considered overnight and continuous. The risk of borrower default will be borne by the fund's agent; the fund will bear the risk of loss with respect to the investment of the cash collateral. The fund received cash collateral of $5,423,780, which is invested in Putnam Cash Collateral Pool, LLC, a limited liability company managed by an affiliate of Putnam Management. Investments in Putnam Cash Collateral Pool, LLC are valued at its closing net asset value each business day. There are no management fees charged to Putnam Cash Collateral Pool, LLC. The rate quoted in the security description is the annualized 7-day yield at the close of the reporting period. At the close of the reporting period, the value of securities loaned amounted to $5,324,910.
** Management fees charged to Putnam Short Term Investment Fund have been waived by Putnam Management. There were no realized or unrealized gains or losses during the period.

(F) This security is valued by Putnam Management at fair value following procedures approved by the Trustees. Securities are classified as Level 3 for ASC 820 based on the securities' valuation inputs.
(S) This security is on loan, in part or in entirety, at the close of the reporting period.
Unless otherwise noted, the rates quoted in Short-term investments security descriptions represent the weighted average yield to maturity.
The dates shown on debt obligations are the original maturity dates.

Security valuation:
Portfolio securities and other investments are valued using policies and procedures adopted by the Board of Trustees. The Trustees have formed a Pricing Committee to oversee the implementation of these procedures and have delegated responsibility for valuing the fund's assets in accordance with these procedures to Putnam Management. Putnam Management has established an internal Valuation Committee that is responsible for making fair value determinations, evaluating the effectiveness of the pricing policies of the fund and reporting to the Pricing Committee.
Investments for which market quotations are readily available are valued at the last reported sales price on their principal exchange, or official closing price for certain markets, and are classified as Level 1 securities under ASC 820. If no sales are reported, as in the case of some securities that are traded OTC, a security is valued at its last reported bid price and is generally categorized as a Level 2 security.
Investments in open-end investment companies (excluding exchange-traded funds), if any, which can be classified as Level 1 or Level 2 securities, are valued based on their net asset value. The net asset value of such investment companies equals the total value of their assets less their liabilities and divided by the number of their outstanding shares.
Market quotations are not considered to be readily available for certain debt obligations (including short-term investments with remaining maturities of 60 days or less) and other investments; such investments are valued on the basis of valuations furnished by an independent pricing service approved by the Trustees or dealers selected by Putnam Management. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities (which consider such factors as security prices, yields, maturities and ratings). These securities will generally be categorized as Level 2.
Many securities markets and exchanges outside the U.S. close prior to the scheduled close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the scheduled close of the New York Stock Exchange. Accordingly, on certain days, the fund will fair value certain foreign equity securities taking into account multiple factors including movements in the U.S. securities markets, currency valuations and comparisons to the valuation of American Depository Receipts, exchange-traded funds and futures contracts. The foreign equity securities, which would generally be classified as Level 1 securities, will be transferred to Level 2 of the fair value hierarchy when they are valued at fair value. The number of days on which fair value prices will be used will depend on market activity and it is possible that fair value prices will be used by the fund to a significant extent. Securities quoted in foreign currencies, if any, are translated into U.S. dollars at the current exchange rate.
To the extent a pricing service or dealer is unable to value a security or provides a valuation that Putnam Management does not believe accurately reflects the security's fair value, the security will be valued at fair value by Putnam Management in accordance with policies and procedures approved by the Trustees. Certain investments, including certain restricted and illiquid securities and derivatives, are also valued at fair value following procedures approved by the Trustees. These valuations consider such factors as significant market or specific security events such as interest rate or credit quality changes, various relationships with other securities, discount rates, U.S. Treasury, U.S. swap and credit yields, index levels, convexity exposures, recovery rates, sales and other multiples and resale restrictions. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs.
To assess the continuing appropriateness of fair valuations, the Valuation Committee reviews and affirms the reasonableness of such valuations on a regular basis after considering all relevant information that is reasonably available. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of securities is generally determined as the amount that the fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. By its nature, a fair value price is a good faith estimate of the value of a security in a current sale and does not reflect an actual market price, which may be different by a material amount.













ASC 820 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of the fund's investments. The three levels are defined as follows:
Level 1: Valuations based on quoted prices for identical securities in active markets.
Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3: Valuations based on inputs that are unobservable and significant to the fair value measurement.
The following is a summary of the inputs used to value the fund's net assets as of the close of the reporting period:

Valuation inputs

Investments in securities: Level 1 Level 2 Level 3
Common stocks*:
    Communication services $22,380,923 $— $—
    Consumer discretionary 33,592,400 48,353
    Consumer staples 14,709,090
    Energy 19,284,076
    Financials 49,281,304
    Health care 33,435,881
    Industrials 19,727,569 4
    Information technology 57,843,092
    Materials 8,218,633
    Real estate 5,820,372
    Utilities 7,342,447
Total common stocks 271,635,787 48,357
Convertible preferred stocks 580,654
Investment companies 5,388,565
Warrants 90,016
Short-term investments 3,452,008 5,520,655



Totals by level $280,566,376 $6,101,309 $48,357
* Common stock classifications are presented at the sector level, which may differ from the fund's portfolio presentation.

During the reporting period, transfers within the fair value hierarchy, if any (other than certain transfers involving non-U.S. equity securities as described in the Security valuation note above), did not represent, in the aggregate, more than 1% of the fund's net assets measured as of the end of the period. Transfers are accounted for using the end of period pricing valuation method.
At the start and close of the reporting period, Level 3 investments in securities represented less than 1% of the fund's net assets and were not considered a significant portion of the fund's portfolio.

Fair Value of Derivative Instruments as of the close of the reporting period
Asset derivatives Liability derivatives

Derivatives not accounted for as hedging instruments under ASC 815 Fair value Fair value
Equity contracts $90,016 $—


Total $90,016 $—

The volume of activity for the reporting period for any derivative type that was held at the close of the period is listed below and was based on an average of the holdings of that derivative at the end of each fiscal quarter in the reporting period:
Warrants (number of warrants)160,000

For additional information regarding the fund please see the fund's most recent annual or semiannual shareholder report filed on the Securities and Exchange Commission's Web site, www.sec.gov, or visit Putnam's Individual Investor Web site at www.putnaminvestments.com



Item 2. Controls and Procedures:
(a) The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are generally effective to provide reasonable assurance that information required to be disclosed by the registrant in this report is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

(b) Changes in internal control over financial reporting: Not applicable
Item 3. Exhibits:
Separate certifications for the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are filed herewith.

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.

Putnam Variable Trust
By (Signature and Title):
/s/ Janet C. Smith
Janet C. Smith
Principal Accounting Officer
Date: November 28, 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 (Signature and Title):
/s/ Jonathan S. Horwitz
Jonathan S. Horwitz
Principal Executive Officer
Date: November 28, 2018

By (Signature and Title):
/s/ Janet C. Smith
Janet C. Smith
Principal Financial Officer
Date: November 28, 2018