Edgar Filing: FLIR SYSTEMS INC

FLIR 11-K 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 11-K

(Mark one)


[ X ]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2012


[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from _____________ to _______________.

Commission file number 0-21918


A.	Full title of the plan and the address of the plan, if different from that of the issued named below:

FLIR Systems, Inc. 401(k) Savings Plan

27700 SW Parkway Avenue

Wilsonville, Oregon 97070


B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive officers:

FLIR Systems, Inc.

27700 SW Parkway Avenue

Wilsonville, Oregon 97070

FLIR SYSTEMS, INC.
401(k) SAVINGS PLAN

Financial Statements and Supplemental Schedule

December 31, 2012 and 2011

(With Report of Independent Registered Public Accounting Firm Thereon)

Table of Contents



		Page
Report of Independent Registered Public Accounting Firm		1
Financial Statements:
Statements of Net Assets Available for Benefits - December 31, 2012 and 2011		2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2012 and 2011		3
Notes to Financial Statements		4
Supplemental Schedule
Schedule H, LIne 4i - Schedule of Assets (Held at End of Year) - December 31, 2012		14

Report of Independent Registered Public Accounting Firm

The Plan Administrator
FLIR Systems, Inc. 401(k) Savings Plan:

We have audited the accompanying statements of net assets available for benefits of FLIR Systems, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of FLIR Systems, Inc. 401(k) Savings Plan as of December 31, 2012 and 2011, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Portland, Oregon
May 31, 2013

FLIR SYSTEMS, INC.

401(k) SAVINGS PLAN

Statement of Net Assets Available for Benefits

December 31, 2012 and 2011



					2012			2011
Participant directed investments, at fair value:
	Shares in registered investment company funds:
		Fidelity Retirement Money Market Portfolio		$	13,257,648		$	12,082,113
		PIMCO Total Return Fund			20,635,959			16,921,419
		DFA Emerging Markets Value Portfolio			15,027,965			13,579,754
		Baron Growth Fund			13,692,061			12,179,448
		Vanguard Mid-Cap Index Signal Fund			9,215,316			7,986,221
		Spartan US Equity Index Fund			9,501,602			7,523,707
		Spartan US Bond Index Fund			272,110			—
		Dodge & Cox Stock Fund			7,810,777			6,252,469
		Goldman Sachs Mid Cap Value Fund Institutional Class			5,110,908			4,538,810
		JPMorgan Large Cap Growth Fund			4,398,682			3,329,597
		Templeton Global Bond Fund			3,208,527			2,579,081
		Royce Pennsylvania Mutual Investment Fund			2,630,934			2,404,765
		Neuberger Berman Real Estate Fund			2,092,486			1,049,507
		Fidelity Contrafund K			18,970,989			—
		Fidelity Balanced K Fund			10,465,643			—
		Fidelity Diversified International K Fund			9,687,532			—
		Fidelity Freedom K Income Fund			984,462			—
		Fidelity Freedom K 2000 Fund			110,129			—
		Fidelity Freedom K 2005 Fund			46,540			—
		Fidelity Freedom K 2010 Fund			851,628			—
		Fidelity Freedom K 2015 Fund			3,580,900			—
		Fidelity Freedom K 2020 Fund			4,696,920			—
		Fidelity Freedom K 2025 Fund			6,188,853			—
		Fidelity Freedom K 2030 Fund			7,334,471			—
		Fidelity Freedom K 2035 Fund			4,311,952			—
		Fidelity Freedom K 2040 Fund			3,577,817			—
		Fidelity Freedom K 2045 Fund			2,930,408			—
		Fidelity Freedom K 2050 Fund			1,627,398			—
		Fidelity Freedom K 2055 Fund			26,185			—
		Fidelity Contrafund			—			16,261,292
		Fidelity Balanced Fund			—			9,354,826
		Fidelity Diversified International Fund			—			8,169,400
		Fidelity Freedom Income Fund			—			610,941
		Fidelity Freedom 2000 Fund			—			85,771
		Fidelity Freedom 2005 Fund			—			37,525
		Fidelity Freedom 2010 Fund			—			637,964
		Fidelity Freedom 2015 Fund			—			3,030,475
		Fidelity Freedom 2020 Fund			—			3,933,022
		Fidelity Freedom 2025 Fund			—			4,135,094
		Fidelity Freedom 2030 Fund			—			5,549,741
		Fidelity Freedom 2035 Fund			—			3,237,520
		Fidelity Freedom 2040 Fund			—			2,318,041
		Fidelity Freedom 2045 Fund			—			1,722,710
		Fidelity Freedom 2050 Fund			—			948,014
	Common and collective trust:
		Fidelity Managed Income Portfolio			6,370,882			6,244,346
	Common stock:
		FLIR Systems, Inc.			12,338,484			20,690,000
			Total investments		200,956,168			177,393,573
Receivables:
	Notes receivable from participants				3,006,764			2,324,820
	Participant contributions				—			356,557
	Employer contributions				—			147,510
			Total receivables		3,006,764			2,828,887
			Total assets at fair value		203,962,932			180,222,460
Adjustment from fair value to contract value for fully
	benefit-responsive investment contracts				(182,318	)		(154,010	)
			Net assets available for benefits	$	203,780,614		$	180,068,450

See accompanying notes to financial statements.

FLIR SYSTEMS, INC.

401(k) SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

Years ended December 31, 2012 and 2011



				2012		2011
Contributions:
	Participant		$	14,582,204	$	16,053,890
	Rollover			2,983,519		944,897
	Employer			5,781,705		7,625,319
		Total contributions		23,347,428		24,624,106
Investment income (loss):
	Dividend income			5,878,879		3,570,132
	Interest income			79,058		77,373
	Net appreciation (depreciation) in fair value of investments			12,775,196		(13,866,840	)
		Total investment income (loss)		18,733,133		(10,219,335	)
Interest on notes receivable from participants				117,544		114,572
Deductions:
	Benefits and withdrawals paid to participants			18,480,591		13,395,912
	Administrative expenses			5,350		6,228
		Total deductions		18,485,941		13,402,140
		Net increase		23,712,164		1,117,203
Transfer of assets from another plan				—		9,051,806
Net assets available for benefits, beginning year				180,068,450		169,899,441
Net assets available for benefits, end of year			$	203,780,614	$	180,068,450

See accompanying notes to financial statements.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(1)	Plan Description

The following description of the FLIR Systems, Inc. 401(k) Savings Plan (the Plan), as amended and restated effective January 1, 2006, is provided for general information purposes only. More complete information regarding the Plan’s provisions may be found in the plan document.


(a)	General

The Plan is a defined-contribution plan established by FLIR Systems, Inc. (the Company) under the provisions of Section 401(a) of the Internal Revenue Code (the IRC), which includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Under the terms of the agreement between the Company and Fidelity Management Trust Company (the Trustee), all investments of the Plan are held in a trust by the Trustee. A committee comprised of management employees of the Company administers the Plan.

In May 2010, the Company acquired all of the outstanding stock of Raymarine Holdings Limited (Raymarine) and effective on the acquisition date, all eligible participants in the ADP Total Source Retirement Savings Plan (the ADP Plan) were immediately fully vested in the benefits provided pursuant to the ADP Plan. Effective January 2011, the participant accounts of all current and former employees for Raymarine who participated in the ADP Plan were transferred from the ADP Plan to the Plan.


(b)	Eligibility

Employees are eligible to participate in the Plan if the employee is not covered by a collective bargaining agreement and is not a nonresident alien.

Participants may begin participating on the first day of the month following employment. Eligible employees are automatically enrolled in the Plan after their first 60 days of employment with a contribution of 3% of compensation invested in the age‑appropriate Fidelity Freedom Fund unless they elect otherwise. Eligible employees who do not want to participate in the Plan are required to explicitly decline to participate.


(c)	Contributions

Effective March 1, 2012, eligible employees may contribute an amount up to 60% of compensation, as defined by the Plan, subject to limitations in accordance with the IRC. Prior to March 1, 2012, eligible employees could contribute an amount between 1% and 100% of compensation. The Company may, at the discretion of management, make a discretionary matching and/or profit sharing contribution to the Plan. During the years ended December 31, 2012 and 2011, there were no discretionary profit sharing contributions.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(d)	Vesting

Participants are fully vested in their contributions, transfers from other qualified plans, and the earnings thereon. Vesting in the participant’s share of Company matching and discretionary profit sharing contributions and the earnings thereon is based on years of continuous service, according to the following schedule:



Years of service	Percentage vested
Less than 1	—	%
1 but less than 2	34
2 but less than 3	67
3 or more	100

A participant becomes 100% vested in the participant’s share of Company matching contributions and the earnings thereon upon reaching age 65, death, or total and permanent disability while employed.


(e)	Notes Receivable from Participants

Notes receivable from participants are carried at amortized cost plus accrued interest.

Participants may borrow the lesser of $50,000 or 50% of their vested account balance, subject to a $2,500 minimum and certain other restrictions. As the participant repays these loans, the proceeds, including interest, are returned to the participant’s account. Loans are repayable through payroll deductions over periods ranging up to 10 years for residential loans or up to 5 years for all other loans. Participants were previously allowed to repay loans over periods greater than 5 years if for the purchase of a primary residence. The interest rate on loans is fixed at the prime rate on the first business day of the month in which the participant requests the loan plus 1.0%. Interest rates on outstanding loans at December 31, 2012 ranged from 4.25% to 9.25%, with maturities through 2022.


(f)	Benefits

Upon termination of service for any reason, including a death or disability, a participant (or in the case of death, the participant’s beneficiary) may elect to receive either a lump‑sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a period not to exceed the beneficiary’s assumed life expectancy.


(g)	Withdrawals

Except upon death, total disability, termination, retirement, or attainment of 59½ years of age, withdrawal of participant balances requires approval of the plan administrator. Such approval is limited to cases of financial hardship, as allowed by the IRC. Participants who obtained a hardship withdrawal are prohibited from making elective deferrals for a period of six months from the date of the withdrawal.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(h)	Participant Accounts

Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, the Company’s matching contributions, and an allocation of the Plan’s net earnings and related administrative expenses. Allocation of earnings is based on the number of units of various investment funds assigned to each participant’s account. Participant accounts are valued daily.


(i)	Breaks in Service and Forfeited Accounts

A one‑year break in service occurs in any plan year during which a participant does not have more than 500 hours of service. Upon resuming participation in the Plan, a participant’s nonvested account balance will be restored, provided the participant had less than five consecutive one‑year breaks in service and any vested amounts previously distributed are repaid to the Plan. Any forfeiture of nonvested portions of the Company’s contribution account balance is utilized to offset Company contributions. During 2012 and 2011, forfeitures totaling approximately $100,000 and $66,000, respectively, were used to reduce employer contributions. At December 31, 2012 and 2011, forfeitures totaling approximately $107,000 and $102,000, respectively, were available to reduce future employer contributions.


(j)	Investment Options

Participants may direct their elective contributions, including Company matching contributions, and any related earnings, into a variety of funds and into the Company’s common stock. Changes to contribution allocations may be made by participants on a daily basis. Exchanges between investment options may also be made by participants on a daily basis; however, exchanges involving the Company’s common stock are subject to the Company’s Insider Trading and Disclosure policy and other restrictions.


(2)	Summary of Significant Accounting Policies


(a)	Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan’s management to make estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(b)	Fair Value Measurements

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:


Level 1 –	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 – Inputs to the valuation methodology include:


•	Quoted prices for similar assets or liabilities in active markets;


•	Quoted prices for identical or similar assets or liabilities in inactive markets;


•	Inputs other than quoted prices that are observable for the asset or liability; and


•	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.


Level 3 –	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of observable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value.

Common Stock and Registered Investment Company Funds: Valued at the quoted market price of shares held by the plan at year-end.

Common and Collective Trust: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer (note 2 (c)).

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2012:



					Investments at estimated fair value
					at December 31, 2012
					Level 1		Level 2		Level 3		Total
Common stock				$	12,338,484	$	—	$	—	$	12,338,484
Shares in registered investment
	company funds:
		Money Market Fund			13,257,648		—		—		13,257,648
		Bond			24,116,596		—		—		24,116,596
		International			24,715,497		—		—		24,715,497
		Balanced			10,465,643		—		—		10,465,643
		Small Cap Growth Equity			13,692,061		—		—		13,692,061
		Large Cap Growth Equity			23,369,671		—		—		23,369,671
		Small Cap Blend Equity			2,630,934		—		—		2,630,934
		Mid Cap Blend Equity			9,215,316		—		—		9,215,316
		Large Cap Blend Equity			9,501,602		—		—		9,501,602
		Large Cap Value Equity			7,810,777		—		—		7,810,777
		Mid Cap Value Equity			5,110,908		—		—		5,110,908
		Specialty			2,092,486		—		—		2,092,486
		Lifestyle - Conservative			1,992,759		—		—		1,992,759
		Lifestyle - Moderate			21,801,144		—		—		21,801,144
		Lifestyle - Aggressive			12,473,760		—		—		12,473,760
Common and collective trust:
	Stable Value				—		6,370,882		—		6,370,882
			Total investments	$	194,585,286	$	6,370,882	$	—	$	200,956,168

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2011:



					Investments at estimated fair value
					at December 31, 2011
					Level 1		Level 2		Level 3		Total
Common stock				$	20,690,000	$	—	$	—	$	20,690,000
Shares in registered investment
	company funds:
		Money Market Fund			12,082,113		—		—		12,082,113
		Bond			19,500,500		—		—		19,500,500
		International			21,749,154		—		—		21,749,154
		Balanced			9,354,826		—		—		9,354,826
		Small Cap Growth Equity			12,179,448		—		—		12,179,448
		Large Cap Growth Equity			19,590,889		—		—		19,590,889
		Small Cap Blend Equity			2,404,765		—		—		2,404,765
		Mid Cap Blend Equity			7,986,221		—		—		7,986,221
		Large Cap Blend Equity			7,523,707		—		—		7,523,707
		Large Cap Value Equity			6,252,469		—		—		6,252,469
		Mid Cap Value Equity			4,538,810		—		—		4,538,810
		Specialty			1,049,507		—		—		1,049,507
		Lifestyle – Conservative			1,372,201		—		—		1,372,201
		Lifestyle – Moderate			16,648,332		—		—		16,648,332
		Lifestyle – Aggressive			8,226,285		—		—		8,226,285
Common and collective trust:
	Stable value				—		6,244,346		—		6,244,346
			Total investments	$	171,149,227	$	6,244,346	$	—	$	177,393,573


(c)	Investment Valuation

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See note 2(b) for a discussion of fair value measurements.

The Fidelity Managed Income Portfolio Fund (the “MIP Fund”) is a common and collective trust fund investing primarily in guaranteed investment contracts (“GIC”), synthetic GICs, and U.S. government securities. The GICs are fully benefit‑responsive. Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit‑responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

The statements of net assets available for benefits present the fair value of the investments in the common and collective trust fund relating to fully benefit‑responsive investment contracts as well as the adjustment of the investments in the common and collective trust fund relating to fully benefit‑responsive investment contracts from fair value to contract value. The statements of changes in net assets available for benefits are prepared on a contract value basis. The fair value of the MIP Fund was calculated by discounting the related cash flows and the fair values of the underlying investments and the wrapper contracts using a discounted cash flow model that considers recent fee bids as determined by recognized dealers, discount rate, and the duration of the underlying portfolio securities. The overall effective yield and crediting interest rate for that fund was approximately 1.7% and 1.0%, respectively for 2012 and 1.9% and 1.4%, respectively for 2011.

The Plan assets are invested in various investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

The Plan invests in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations, and commercial mortgage-backed securities, including securities backed by subprime mortgage loans. The value, liquidity, and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.

Certain events limit the ability of the Plan to transact contract value with Fidelity. Such events include: the Plan’s failure to qualify under Section 401(a) of the IRC; the establishment of a Plan or similar fund that competes for employee contributions; changes in laws or regulations that could have a material adverse effect on the MIP fund’s cash flow; communication to participants influencing them to not invest in the MIP fund. The plan administrator does not believe that any events that would limit the Plan’s ability to transact at contract value with participants are probable of occurring. There are no reserves against contract value for credit risk of the issuer or otherwise.


(d)	Income Recognition

Purchases and sales of securities are recorded on a trade‑date basis. Interest income is recognized as earned on the accrual basis. Dividend income is recorded on the ex‑dividend date.


(e)	Net Appreciation (Depreciation) in Fair Value of Investments

Net appreciation (depreciation) consists of the net change in unrealized appreciation and depreciation during the year on investments held at the end of the year and the net realized gain and loss on investments sold during the year.

Brokerage fees are added to the acquisition cost of assets purchased and subtracted from the proceeds of assets sold.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(f)	Payment of Benefits

Benefit payments to participants are recorded upon distribution.


(g)	Administrative Expenses

Administrative expenses are generally paid by the Company. Certain loan and distribution expenses are paid by the respective participant from their account balance and are included in the statements of changes in net assets available for benefits.


(3)	Investments

The following presents investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2012 and 2011:



			2012		2011
Shares in registered investment company funds:
	Fidelity Retirement Money Market Portfolio	$	13,257,648	$	12,082,113
	PIMCO Total Return Fund		20,635,959		16,921,419
	DFA Emerging Markets Value Portfolio		15,027,965		13,579,754
	Baron Growth Fund		13,692,061		12,179,448
	Fidelity Contrafund K		18,970,989		*
	Fidelity Balanced K Fund		10,465,643		*
	Fidelity Contrafund		*		16,261,292
	Fidelity Balanced Fund		*		9,354,826
Common stock:
	FLIR Systems, Inc.		12,338,484		20,690,000


*	Balances were less than 5% of total net assets available for benefits at the end of the period.

Net appreciation (depreciation) in fair value of investments is comprised of the following for the years ended December 31, 2012 and 2011:



		2012			2011
Shares in registered investment company funds	$	15,776,053		$	(10,280,094	)
FLIR Systems, Inc. common stock		(3,000,857	)		(3,586,746	)
	$	12,775,196		$	(13,866,840	)


(4)	Tax Status

The Internal Revenue Service has determined and informed the Company by a letter dated June 28, 2012, that the Plan is qualified and that the trust established under the Plan is tax-exempt, under the appropriate sections of the IRC. The Plan has been amended since that date; however, management believes that the Plan is designed and continues to operate in compliance with the IRC.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however; there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.


(5)	Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. The Company may elect, at its discretion, to make a complete distribution of the assets or to continue the trust created by the Plan and distribute benefits in such a manner as though the Plan has not been terminated.


(6)	Party-in-Interest Transactions

Certain plan investments are shares in registered investment company funds and a common collective trust managed by Fidelity Investments, an affiliate of the Trustee as defined by the Plan, and therefore, these transactions qualified as party‑in‑interest transactions.

The Plan allows for investments in the Company’s common stock. The Company is the Plan Sponsor; therefore, these transactions qualify as party‑in‑interest transactions. These transactions are covered by an exemption from the “prohibited transactions” in provisions of ERISA and the IRC.


(7)	Delinquent Participant Contributions

During 2011, the Company failed to remit to the Plan’s trustees certain employee contributions totaling $481 within the period prescribed by the Department of Labor regulations. Remittance was made in January 2012.

FLIR SYSTEMS, INC.

401(K) SAVINGS PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(8)	Reconciliation to the Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:



			December 31
			2012			2011
Net assets available for benefits per the financial statements		$	203,780,614		$	180,068,450
Deemed distributions of participant loans not recorded on the financial statements			(136,918	)		(122,029	)
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			182,318			154,010
	Net assets available for benefits per the Form 5500	$	203,826,014		$	180,100,431

The following is a reconciliation of net (depreciation) appreciation in fair value of investments per the financial statements to the Form 5500:



			Year ended December 31
			2012		2011
Net appreciation (depreciation) in fair value of investments per the financial statements		$	12,775,196	$	(13,866,840	)
Adjustment from fair value to contract value for fully benefit responsive investment contracts			28,308		119,650
	Net appreciation (depreciation) in fair value of investments per the Form 5500	$	12,803,504	$	(13,747,190	)

The following is a reconciliation of benefits and withdrawals paid to participants per the financial statements to the Form 5500:



			Year ended December 31
			2012		2011
Benefits and withdrawals per the financial statements		$	18,480,591	$	13,395,912
Change in deemed distributions of participant loans			14,889		45,559
	Benefit payments per the Form 5500	$	18,495,480	$	13,441,471

Schedule

FLIR SYSTEMS, INC.

401(k) SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at end of Year)

December 31, 2012



	Description of investment, including
Identity of issue, borrower,	maturity date, rate of interest, collateral,
lessor, or similar party	par, or maturity value				Current value
	Shares in registered investment companies:
*Fidelity Investments		Fidelity Retirement Money Market Portfolio		$	13,257,648
Pacific Investment Management Company		PIMCO Total Return Fund			20,635,959
DFA Investment Dimensions Group Inc.		DFA Emerging Markets Value Portfolio			15,027,965
Baron Funds		Baron Growth Fund			13,692,061
The Vanguard Group		Vanguard Mid-Cap Index Signal Fund			9,215,316
*Fidelity Investments		Spartan US Equity Index Fund			9,501,602
*Fidelity Investments		Spartan US Bond Index Fund			272,110
Dodge & Cox		Dodge & Cox Stock Fund			7,810,777
Goldman Sachs		Goldman Sachs Mid Cap Value Fund Institutional Class			5,110,908
JPMorgan Asset Management		JPMorgan Large Cap Growth Fund			4,398,682
Franklin Templeton Investments		Templeton Global Bond Fund			3,208,527
Royce & Associates, LLC		Royce Pennsylvania Mutual Investment Fund			2,630,934
Neuberger Berman		Neuberger Berman Real Estate Fund			2,092,486
*Fidelity Investments		Fidelity Contrafund K			18,970,989
*Fidelity Investments		Fidelity Balanced K Fund			10,465,643
*Fidelity Investments		Fidelity Diversified International K Fund			9,687,532
*Fidelity Investments		Fidelity Freedom K Income Fund			984,462
*Fidelity Investments		Fidelity Freedom K 2000 Fund			110,129
*Fidelity Investments		Fidelity Freedom K 2005 Fund			46,540
*Fidelity Investments		Fidelity Freedom K 2010 Fund			851,628
*Fidelity Investments		Fidelity Freedom K 2015 Fund			3,580,900
*Fidelity Investments		Fidelity Freedom K 2020 Fund			4,696,920
*Fidelity Investments		Fidelity Freedom K 2025 Fund			6,188,853
*Fidelity Investments		Fidelity Freedom K 2030 Fund			7,334,471
*Fidelity Investments		Fidelity Freedom K 2035 Fund			4,311,952
*Fidelity Investments		Fidelity Freedom K 2040 Fund			3,577,817
*Fidelity Investments		Fidelity Freedom K 2045 Fund			2,930,408
*Fidelity Investments		Fidelity Freedom K 2050 Fund			1,627,398
*Fidelity Investments		Fidelity Freedom K 2055 Fund			26,185

	Common and collective trust:
*Fidelity Investments		Fidelity Managed Income Portfolio			6,370,882
*FLIR Systems, Inc.	Common stock:
		FLIR Systems, Inc. common stock			12,338,484

*Participants	Notes receivable from participants (4.25% to 9.25% maturing through 2022)				3,006,764
			Total assets	$	203,962,932

* Represents a party-in-interest as of December 31, 2012

See accompanying report of independent registered public accounting firm.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

FLIR Systems, Inc. 401(k) Savings Plan

Date: May 31, 2013

FLIR Systems, Inc.

(Plan Sponsor)

By: /s/ Anthony L. Trunzo

Senior Vice President, Finance and Chief Financial Officer