Part I [Key Information](index=8&type=section&id=Item%203.%20Key%20Information) This section presents key financial data, non-GAAP reconciliations, and significant risk factors for fiscal years 2018-2020 [Selected Financial Data](index=8&type=section&id=A.%20Selected%20Financial%20Data) Provides selected financial data and key ratios for 2018-2020, highlighting trends in income, assets, and non-GAAP core metrics Consolidated Financial Highlights | Indicator | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Net Income (in millions)** | $147.2 | $177.1 | $195.2 | | **Diluted EPS (in US$)** | $2.90 | $3.30 | $3.50 | | **Total Assets (in millions)** | $14,738.6 | $13,921.6 | $10,773.2 | | **Total Deposits (in millions)** | $13,250.1 | $12,441.6 | $10,315.8 | | **Total Shareholders' Equity (in millions)** | $981.9 | $963.7 | $882.3 | Key Financial Ratios | Ratio | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Return on average common shareholders' equity (%)** | 15.0 | 19.1 | 23.1 | | **Core return on average tangible common equity (%)** | 17.3 | 23.4 | 25.6 | | **Net interest margin (%)** | 2.42 | 2.86 | 3.25 | | **Core efficiency ratio (%)** | 66.0 | 62.2 | 61.5 | | **Total capital ratio (%)** | 19.8 | 19.4 | 22.4 | - Net interest income decreased to **$317.6 million** in 2020 from $345.7 million in 2019, driven by a lower average rate on interest-earning assets (2.68% in 2020 vs 3.35% in 2019), despite an increase in average interest-earning assets[59](index=59&type=chunk) - The company adjusts GAAP net income for non-core items to calculate 'core net income', including **$8.0 million** in 2020 for an early retirement program and **$21.8 million** in 2019 for executive departure and acquisition costs[67](index=67&type=chunk)[70](index=70&type=chunk) [Risk Factors](index=15&type=section&id=D.%20Risk%20Factors) Details material risks including the COVID-19 pandemic's impact, geopolitical events, cybersecurity threats, and a complex regulatory environment - The COVID-19 pandemic has adversely affected the business through **significant reductions in interest rates**, increased credit risk, decreased tourism in key markets, and heightened operational risks[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - The Bank's operations are concentrated in Bermuda, the Cayman Islands, and the Channel Islands/UK, making it susceptible to economic downturns in these markets, which generated **48%**, **29%**, and **20%** of total net revenue, respectively, in 2020[84](index=84&type=chunk) - Unlike in many other jurisdictions, banks in Bermuda, the Cayman Islands, and the Channel Islands are **not supported by a central bank as a lender of last resort**, posing a potential challenge in a severe liquidity shortage[89](index=89&type=chunk) - The company's growth strategy includes acquisitions, but it faces risks in obtaining regulatory approval and achieving anticipated synergies, such as with the **ABN AMRO (Channel Islands) integration**[106](index=106&type=chunk)[107](index=107&type=chunk)[111](index=111&type=chunk) - The company is subject to an ongoing investigation by the US Attorney's Office related to potential tax evasion by US persons, with a **provision of $5.5 million** recorded as of December 31, 2020[150](index=150&type=chunk) - The company faces risks from new **economic substance legislation** in jurisdictions like Bermuda and the Cayman Islands, where non-compliance could lead to penalties and negatively impact the Bank's client base[176](index=176&type=chunk)[178](index=178&type=chunk) [Information on the Company](index=42&type=section&id=Item%204.%20Information%20on%20the%20Company) Outlines the company's history, corporate structure, business operations, regulatory frameworks, and provides selected statistical data [History and Development of the Company](index=42&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Traces the company's history, post-crisis restructuring, and recent strategic acquisitions to expand its core offshore businesses - Following the 2008-2009 financial crisis, the Bank implemented a comprehensive restructuring plan, which included hiring a new management team, de-risking the balance sheet, and **raising $550 million of common equity**[215](index=215&type=chunk) - Recent strategic acquisitions to expand its core business include Deutsche Bank's Global Trust Solutions (GTS) business in 2018 and **ABN AMRO (Channel Islands) Limited in July 2019 for £160.7 million** ($201.1 million)[216](index=216&type=chunk) [Business Overview](index=44&type=section&id=B.%20Business%20Overview) Describes the company's banking and wealth management services, key markets, competitive landscape, and regulatory supervision Key Metrics (as of Dec 31, 2020) | Metric (as of Dec 31, 2020) | Value (USD) | | :--- | :--- | | Total Assets | $14.7 billion | | Net Loans | $5.2 billion | | Total Deposits | $13.3 billion | | Trust Assets Under Administration | $104.1 billion | | Custody Assets Under Administration | $32.4 billion | | Assets Under Management | $5.6 billion | - The company's net revenue is geographically diversified across its main segments, with Bermuda contributing **$238.0 million**, Cayman Islands **$145.6 million**, and the Channel Islands & UK **$101.9 million** for the year ended December 31, 2020[219](index=219&type=chunk) - Total deposits increased by **6.5% to $13.3 billion** as of December 31, 2020, from the previous year, with demand deposits constituting 79.9% of total deposits[250](index=250&type=chunk) - The loan portfolio stood at **$5.2 billion** as of December 31, 2020, with residential mortgages comprising the largest portion at **$3.4 billion**, or 65.5% of the total gross loan portfolio[251](index=251&type=chunk)[253](index=253&type=chunk) - The Bank is subject to extensive regulation by the Bermuda Monetary Authority (BMA), which has adopted Basel III requirements, and is designated as a **Domestic Systemically Important Bank (D-SIB)** in Bermuda[272](index=272&type=chunk)[287](index=287&type=chunk) [Selected Statistical Data](index=83&type=section&id=E.%20Selected%20Statistical%20Data) Presents detailed statistical tables on the Bank's average balance sheet, loan portfolio composition, and credit quality metrics Average Balance Sheet and Net Interest Margin | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Average Yield on Interest-Earning Assets** | 2.68% | 3.35% | 3.48% | | **Average Rate on Interest-Bearing Liabilities** | 0.35% | 0.66% | 0.33% | | **Net Interest Spread** | 2.33% | 2.73% | 3.12% | | **Net Interest Margin** | 2.42% | 2.86% | 3.25% | - The decrease in net interest income in 2020 was primarily driven by a **decline in interest rates**, which contributed to an **$88.4 million negative impact**, partially offset by a $35.3 million positive impact from increased asset volume[443](index=443&type=chunk) Loan Portfolio Composition | Loan Portfolio Composition (Gross, as of Dec 31, 2020) | Amount (in millions) | % of Total | | :--- | :--- | :--- | | Residential Mortgages | $3,406.4 | 65.5% | | Commercial Loans | $811.5 | 15.6% | | Commercial Real Estate Loans | $760.3 | 14.6% | | Consumer Loans | $232.0 | 4.5% | | **Total** | **$5,210.2** | **100.0%** | - Credit quality indicators showed some deterioration in 2020, with the ratio of **non-accrual loans to total loans increasing to 1.4%** from 1.0% in 2019, and the net charge-off ratio rising to 0.12% from 0.03%[446](index=446&type=chunk)[447](index=447&type=chunk) [Operating and Financial Review and Prospects](index=89&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) Provides management's analysis of financial results, highlighting pandemic impacts, segment performance, and risk management [Operating Results](index=89&type=section&id=A.%20Operating%20Results) Details the decline in 2020 net income due to interest rate pressure, offset by cost controls and segment performance - Net income for 2020 **decreased by $29.9 million to $147.2 million**, largely due to the low interest rate environment related to the COVID-19 pandemic[474](index=474&type=chunk) - **Net interest margin (NIM) fell by 44 basis points to 2.42%** in 2020, driven by lower yields on loans and investments, while the cost of funding decreased by 26 basis points to 0.21%[476](index=476&type=chunk) - Total non-interest expenses **decreased by $12.3 million to $344.6 million** in 2020, aided by lower staff-related costs and professional services fees[476](index=476&type=chunk) - The Bank's asset quality remained strong, with **non-accrual loans representing 1.4%** of total gross loans as of December 31, 2020, an increase from 1.0% at year-end 2019[476](index=476&type=chunk) - The Bank adopted the **Current Expected Credit Loss (CECL) model** on January 1, 2020, resulting in a **$7.8 million negative adjustment** to retained earnings and a provision for credit losses of $8.5 million for 2020[521](index=521&type=chunk)[665](index=665&type=chunk)[667](index=667&type=chunk) [Liquidity and Capital Resources](index=89&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Outlines the Bank's strong liquidity and capital positions, capital management activities, and regulatory capital ratios Capital Ratios | Capital Ratio (%) | Dec 31, 2020 | Dec 31, 2019 | Regulatory Minimum | | :--- | :--- | :--- | :--- | | **Common Equity Tier 1 (CET1)** | 16.1 | 17.3 | 10.0 | | **Tier 1 Capital** | 16.1 | 17.3 | 11.5 | | **Total Capital** | 19.8 | 19.4 | 13.5 | | **Leverage Ratio** | 5.3 | 5.9 | 5.0 | - The Bank **repurchased 3,452,000 common shares in 2020** for a total cost of $86.6 million, at an average price of $25.10 per share[812](index=812&type=chunk) - The Bank declared and paid dividends totaling **$1.76 per common share in 2020**, consistent with 2019, representing a payout ratio of 60.5%[813](index=813&type=chunk)[928](index=928&type=chunk) - In June 2020, the Bank **issued $100 million of 5.25% 10-year subordinated notes** to replace existing debt and increase its Tier 2 capital[610](index=610&type=chunk)[1353](index=1353&type=chunk) [Off Balance Sheet Arrangements](index=92&type=section&id=E.%20Off%20Balance%20Sheet%20Arrangements) Describes off-balance sheet activities including fiduciary assets and credit-related arrangements for clients - The Bank holds significant **assets under administration and management** for clients in a fiduciary capacity, which are not included on its balance sheet[825](index=825&type=chunk) - The Bank enters into credit-related arrangements such as **standby letters of credit and letters of guarantee**, which are subject to the same credit controls as loans[826](index=826&type=chunk)[827](index=827&type=chunk) [Tabular Disclosure of Contractual Obligations](index=92&type=section&id=F.%20Tabular%20Disclosure%20of%20Contractual%20Obligations) Presents a breakdown of contractual obligations and credit-related commitments as of year-end 2020 Contractual Obligations | Contractual Obligations (as of Dec 31, 2020) | Total (in millions) | Less than 1 year | 1 to 3 years | 3 to 5 years | After 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Long term debt | $175.0 | — | — | $175.0 | — | | Sourcing arrangements | $13.0 | $13.0 | — | — | — | | Term deposits | $2,660.1 | $2,561.6 | $98.5 | — | — | | Other obligations | $40.1 | $18.6 | $17.2 | $4.3 | — | | **Total** | **$2,888.3** | **$2,593.2** | **$115.7** | **$179.3** | **—** | Credit-Related Arrangements | Credit-Related Arrangements (as of Dec 31, 2020) | Gross (in millions) | Collateral (in millions) | Net (in millions) | | :--- | :--- | :--- | :--- | | Standby letters of credit | $266.0 | $258.7 | $7.3 | | Letters of guarantee | $5.4 | $5.4 | — | | **Total** | **$271.4** | **$264.1** | **$7.3** | - **Unfunded commitments to extend credit** increased significantly to $837.7 million as of December 31, 2020, from $549.4 million in the prior year[831](index=831&type=chunk) [Directors, Senior Management and Employees](index=94&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) Details the Board and executive team, compensation structure, committee responsibilities, and employee headcount changes - The Board is composed of eleven members, with the **majority being independent** under NYSE listing standards[840](index=840&type=chunk)[842](index=842&type=chunk) - The aggregate compensation paid to directors and senior management in 2020 was **$19.8 million**, with executives subject to share ownership requirements[868](index=868&type=chunk)[869](index=869&type=chunk)[870](index=870&type=chunk) - The Bank's governance structure includes five key Board committees: **Audit, Risk Policy & Compliance, Corporate Governance, Compensation & Human Resources, and Executive**[875](index=875&type=chunk) - Total full-time equivalent employee headcount **decreased from 1,512 in 2019 to 1,314 in 2020** as a result of a cost restructuring program[899](index=899&type=chunk) [Major Shareholders and Related Party Transactions](index=101&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) Discloses the Bank's principal shareholders, executive ownership, and policies for related-party transactions Major Shareholders | Major Shareholder | Beneficial Ownership % (as of Feb 15, 2021) | | :--- | :--- | | Davis Selected Advisers, L.P. | 8.0% | | Blackrock, Inc. | 5.1% | - As of February 15, 2021, all directors and executive officers as a group beneficially owned **less than 1%** of the total outstanding common shares[907](index=907&type=chunk) - The Board has a **written policy for reviewing and approving related-party transactions**, managed by the Corporate Governance Committee[916](index=916&type=chunk) [Financial Information](index=103&type=section&id=Item%208.%20Financial%20Information) Covers ongoing legal proceedings with the US Attorney's Office and outlines the company's dividend policy and history - The Bank is involved in an ongoing investigation by the US Attorney's Office regarding potential tax evasion by US persons, with a **provision of $5.5 million** recorded as of December 31, 2020[922](index=922&type=chunk)[923](index=923&type=chunk) Dividend History | Dividend per Common Share | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Total Annual Dividend ($)** | $1.76 | $1.76 | $1.52 | [Additional Information](index=105&type=section&id=Item%2010.%20Additional%20Information) Discusses the Bermuda tax environment and material US federal income tax considerations for shareholders, including PFIC status - Under current Bermuda law, the Bank is **not subject to income or capital gains taxes**, and there are no withholding taxes on dividends[943](index=943&type=chunk)[944](index=944&type=chunk) - The Bank believes it was **not a Passive Foreign Investment Company (PFIC)** for the 2020 taxable year, but cannot provide assurance for future years, which could result in adverse US tax consequences for US shareholders[185](index=185&type=chunk)[952](index=952&type=chunk) - The Bank **will not provide US shareholders with the information necessary to make a Qualified Electing Fund (QEF) election** under the PFIC rules[960](index=960&type=chunk) Part II [Controls and Procedures](index=109&type=section&id=Item%2015.%20Controls%20and%20Procedures) Confirms the effectiveness of the Bank's disclosure controls and procedures as evaluated by management - The Chairman and Chief Executive Officer and Group Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of the end of the reporting period[990](index=990&type=chunk) - Management's annual report on internal control over financial reporting and the auditor's report are included in the **financial statements section** of the report[991](index=991&type=chunk) [Other Information](index=109&type=section&id=Item%2016.%20Other%20Information) Covers governance topics, accountant fees, share repurchase details, and differences from NYSE listing standards Principal Accountant Fees | Service Type | FY 2020 Fees (in millions) | FY 2019 Fees (in millions) | | :--- | :--- | :--- | | Audit services | $6.3 | $6.5 | | Audit-related services | $0.1 | $0.1 | | Other services | $0.2 | $0.2 | | **Total** | **$6.6** | **$6.8** | - The Bank **repurchased a total of 3,452,000 common shares** during the year ended December 31, 2020, completing its previously announced 3.5 million share repurchase program[1006](index=1006&type=chunk)[1008](index=1008&type=chunk) - As a foreign private issuer, the Bank's corporate governance practices **largely comply with NYSE requirements**, with the exception that it does not submit equity compensation plans to shareholders for approval[1012](index=1012&type=chunk)[1017](index=1017&type=chunk) Part III [Financial Statements](index=112&type=section&id=Item%2017.%20Financial%20Statements) Presents the complete audited consolidated financial statements, management's report on internal controls, and the auditor's report - Management concluded that as of December 31, 2020, the Bank's **internal control over financial reporting was effective**, based on the COSO framework (2013)[1023](index=1023&type=chunk) - The independent auditor, PricewaterhouseCoopers Ltd, issued an **unqualified opinion** on both the consolidated financial statements and the effectiveness of internal control over financial reporting[1027](index=1027&type=chunk) - A critical audit matter identified by the auditor was the **qualitative assessment of the allowance for credit losses**, due to significant management judgment involved[1036](index=1036&type=chunk)[1037](index=1037&type=chunk) - The Bank adopted the new **CECL model** for credit losses on January 1, 2020, which resulted in a **negative adjustment of $7.8 million** to the opening balance of accumulated deficit[1116](index=1116&type=chunk)

Financial Data and Key Metrics Changes - For the full year 2020, the company reported net income of $147 million, or $2.90 per share, and core net income of $155 million, or $3.04 per share, achieving a core return on average tangible common equity of 17.3% [9][10] - The net interest margin (NIM) finished the year at 2.42%, with an average cost of deposits of 21 basis points [11] - In Q4 2020, net income was $42.1 million, core net income was $42.9 million, or $0.86 per share, with a core return on average tangible common equity of 19% [21] Business Line Data and Key Metrics Changes - Non-interest income increased by 1.9% in Q4 compared to the prior quarter, driven by improved economic activity and increases across asset management, banking, FX, and trust business lines [24] - Core non-interest expenses improved by 2.6% in Q4 compared to the prior quarter, benefiting from the cost restructuring program [25] Market Data and Key Metrics Changes - The company noted that Bermuda, Cayman, and the Channel Islands had active domestic economic activity, although the travel and tourism industry was operating below historical norms [17] - Customer payment rates exceeded expectations, with short-term delinquency at less than 1% of the total residential loan book [19] Company Strategy and Development Direction - The company plans to launch retail lending products in 2021 to complement its UK mortgages business, aiming for growth to around $500 million over the next four to five years [15] - The company aims to build a leading offshore bank and trust business, focusing on risk-adjusted returns and efficiency [38] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience during the pandemic and its ability to support local communities [36] - The company anticipates benefiting from an economic recovery in 2021, with a focus on maintaining strong capital management and efficiency [38] Other Important Information - The company completed a $3.5 million share repurchase program and maintained a quarterly cash dividend of $0.44 per share [11][28] - The loan portfolio represented only about 35% of total assets, with liquid assets over 60% of total assets [30] Q&A Session Summary Question: How should we think about the amount and aggressiveness of your capital deployment strategy? - Management indicated that priorities include protecting the dividend rate, supporting organic growth in core markets, and considering M&A opportunities [42][44] Question: Should we expect a continuation of margin compression? - Management expects some stabilization in margins, with potential modest mix shifts as new lending products are launched [52][54] Question: Can you provide more color around the large deposit inflows in Q4? - The inflows were driven by retail deposits and unusual flows related to mortgage deferrals, with expectations that some will flow out over the next few quarters [61][63] Question: What is the rationale for looking at larger deals in the Channel Islands? - The company has a small market share in the Channel Islands, presenting opportunities for organic growth, but would consider attractive acquisitions if they arise [95][96] Question: How do you plan to manage your rate sensitivity? - The company plans to continue laddering out maturing securities while monitoring market conditions for tactical opportunities [110][112]

Fourth Quarter and Year-End 2020 Earnings Presentation The Bank of N.T. Butterfield & Son Limited February 11, 2021 四十八月 1 Forward-Looking Statements Forward-Looking Statements: Certain of the statements made in this release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions estimates, intentions, and future ...

The Bank of N.T. Butterfield & Son Limited (NYSE:NTB) Q3 2020 Results Conference Call October 29, 2020 10:00 AM ET Company Participants Noah Fields - Head, IR Michael Collins - Chairman and CEO Michael Schrum - CFO Conference Call Participants Will Nance - Goldman Sachs Alex Twerdahl - Piper Sandler Michael Perito - KBW Timur Braziler - Wells Fargo Operator Good morning. My name is Carey, and I will be your conference operator today. At this time, I would like to welcome everyone to the Third Quarter 2020 E ...

Third Quarter Earnings Presentation The Bank of N.T. Butterfield & Son Limited October 29, 2020 合 三 元 号 Forward-Looking Statements Forward-Looking Statements: Certain of the statements made in this release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions estimates, intentions, and future performance, and i ...

Financial Data and Key Metrics Changes - The bank reported net income of $34.3 million, or $0.67 per share, which is 14.9% lower than the prior quarter due to COVID-19-related economic slowdown [9] - Core return on average tangible common equity decreased to 15.5% from 18.6% in the prior quarter [10] - Net interest margin (NIM) fell by 15 basis points to 2.48% compared to the linked quarter [10] - Non-interest income decreased by 12.4% compared to the prior quarter, primarily due to slower economic activity during lockdowns [20] - Core non-interest expense was down 6.5% in the second quarter compared to the prior quarter [22] - Tangible book value per share increased by 3.6% in the second quarter and is up 8.4% over the last two quarters [23] Business Line Data and Key Metrics Changes - The bank's loans are predominantly residential, with 63% of loans being residential, and 80% of those having a loan-to-value (LTV) ratio below 70% [28] - Non-accrual loans increased by $20 million in the quarter, primarily due to one commercial loan and several residential mortgages [31] - The bank's exposure to hotels and restaurants remains limited, with well-structured loans and collateral packages in place [17] Market Data and Key Metrics Changes - The bank operates in 10 locations, with varying impacts from COVID-19 across jurisdictions [12] - Bermuda's tourism season was significantly impacted, with the island entering a mandatory shelter-in-place period in April [12] - The Cayman Islands are hoping to open their airport in the coming months, which is crucial for their tourism season [14] Company Strategy and Development Direction - The bank aims to review costs and explore new fee-generating opportunities with less reliance on interest rate-sensitive revenue sources [17] - The bank is focusing on in-market lending opportunities, particularly in the Channel Islands, to expand its product offerings [50] - The bank continues to evaluate M&A opportunities while maintaining a conservative balance sheet [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the bank's operational resilience and ability to adapt to new safety guidelines during the pandemic [8] - The bank has implemented mortgage deferral programs to support clients, with 85% of mortgage holders in good standing benefiting from deferrals [30] - Management acknowledged the uncertainty in the operating environment, particularly in Bermuda, and indicated that assistance for customers may be needed beyond the initial deferral period [55] Other Important Information - The bank successfully issued $100 million of subordinated debt during the quarter, which will primarily be used to replace existing debt [11] - The board proposed adding two new directors with extensive financial experience [36] Q&A Session Summary Question: Can you provide more details on the sequential decrease in expenses and its sustainability? - Management noted that the decrease was partly due to reduced travel and client meetings during the pandemic, and they are monitoring expenses closely [44][48] Question: What are the opportunities for expanding non-interest income? - Management highlighted a focus on in-market lending and expanding product offerings in the Channel Islands as key opportunities [49][50] Question: How are customers feeling about their cash position and outlook? - Management indicated that while participation in deferral programs has decreased, there is still uncertainty, particularly in Bermuda, regarding customer confidence [55] Question: Can you elaborate on the loans that migrated to non-performing status? - Management explained that the non-performing loans were primarily in Bermuda and involved a mix of commercial and residential loans, with a focus on those already struggling before the pandemic [61][84] Question: What is the outlook for the mortgage portfolio and allowance for credit losses? - Management expects some increase in delinquencies, particularly in Bermuda, but noted that the bank has a good track record of managing such situations [88][90]

Second Quarter Earnings Presentation The Bank of N.T. Butterfield & Son Limited July 23, 2020 Forward-Looking Statements Forward-Looking Statements: Certain of the statements made in this release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "co ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...