MetLife 10-Q 2021-09-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q

(Mark One)

☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-15787

_____________________________________

MetLife, Inc.

(Exact name of registrant as specified in its charter)

Delaware												13-4075851
(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification No.)
200 Park Avenue,			New York,			NY						10166-0188
(Address of principal executive offices)												(Zip Code)

(212) 578-9500

**(**Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01			MET			New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01			MET PRA			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E			MET PRE			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F			MET PRF			New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☑			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At October 29, 2021, 841,160,193 shares of the registrant’s common stock were outstanding.

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						Page
Part I — Financial Information
Item 1.			Financial Statements (Unaudited) (at September 30, 2021 and December 31, 2020 and for the Three Months and Nine Months Ended September 30, 2021 and 2020)
			Interim Condensed Consolidated Balance Sheets			4
			Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)			5
			Interim Condensed Consolidated Statements of Equity			6
			Interim Condensed Consolidated Statements of Cash Flows			7
			Notes to the Interim Condensed Consolidated Financial Statements:
			Note 1 — Business, Basis of Presentation and Summary of Significant Accounting Policies			8
			Note 2 — Segment Information			11
			Note 3 — Dispositions			18
			Note 4 — Insurance			20
			Note 5 — Closed Block			22
			Note 6 — Investments			25
			Note 7 — Derivatives			43
			Note 8 — Fair Value			55
			Note 9 — Long-Term Debt			73
			Note 10 — Equity			74
			Note 11 — Other Revenues and Other Expenses			79
			Note 12 — Employee Benefit Plans			80
			Note 13 — Income Tax			80
			Note 14 — Earnings Per Common Share			81
			Note 15 — Contingencies, Commitments and Guarantees			81
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			86
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			159
Item 4.			Controls and Procedures			160
Part II — Other Information
Item 1.			Legal Proceedings			161
Item 1A.			Risk Factors			161
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			161
Item 6.			Exhibits			162
Signatures						163

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As used in this Form 10‑Q, “MetLife,” the “Company,” “we,” “our” and “us” refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” “will,” “would” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. They include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, future sales efforts, future expenses, the outcome of contingencies such as legal proceedings, and future trends in operations and financial results.

Many factors determine Company results, and they involve unpredictable risks and uncertainties. Our forward-looking statements depend on our assumptions, our expectations, and our understanding of the economic environment, but they may be inaccurate and may change. We do not guarantee any future performance. Our results could differ materially from those we express or imply in forward-looking statements. The risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences. These factors include:

(1) economic condition difficulties, including risks relating to public health, interest rates, credit spreads, equity, real estate, obligors and counterparties, currency exchange rates, derivatives, and terrorism and security;

(2) global capital and credit market adversity;

(3) credit facility inaccessibility;

(4) financial strength or credit ratings downgrades;

(5) unavailability, unaffordability, or inadequate reinsurance;

(6) statutory life insurance reserve financing costs or limited market capacity;

(7) legal, regulatory, and supervisory and enforcement policy changes;

(8) changes in tax rates, tax laws or interpretations;

(9) litigation and regulatory investigations;

(10) London Interbank Offered Rate termination and transition to alternative reference rates;

(11) unsuccessful efforts to meet all environmental, social, and governance standards or to enhance our sustainability;

(12) MetLife, Inc.’s inability to pay dividends and repurchase common stock;

(13) MetLife, Inc.’s subsidiaries’ inability to pay it dividends;

(14) investment defaults, downgrades, or volatility;

(15) investment sales or lending difficulties;

(16) collateral or derivative-related payments;

(17) investment valuations, allowances, or impairments changes;

(18) claims or other results that differ from our estimates, assumptions, or models;

(19) global political, legal, or operational risks;

(20) business competition;

(21) technological change;

(22) catastrophes;

(23) climate changes or responses to it;

(24) deficiencies in our closed block;

(25) goodwill or other asset impairment, or deferred income tax asset allowance;

(26) acceleration of amortization of deferred policy acquisition costs, deferred sales inducements, value of business acquired, or value of customer relationships acquired;

(27) product guarantee volatility, costs, and counterparty risks;

(28) risk management failures;

(29) insufficient protection from operational risks;

(30) confidential information protection or other cybersecurity or disaster recovery failures;

(31) accounting standards changes;

(32) excessive risk-taking;

(33) marketing and distribution difficulties;

(34) pension and other postretirement benefit assumption changes;

(35) inability to protect our intellectual property or avoid infringement claims;

(36) acquisition, integration, growth, disposition, or reorganization difficulties;

(37) Brighthouse Financial, Inc. separation risks;

(38) MetLife, Inc.’s Board of Directors influence over the outcome of stockholder votes through the voting provisions of the MetLife Policyholder Trust; and

(39) legal- and corporate governance-related effects on business combinations.

The Company will not publicly correct or update any forward-looking statements if we believe we are not likely to achieve them or for any other reasons. Please consult any further disclosures MetLife, Inc. makes on related subjects in subsequent reports to the U.S. Securities and Exchange Commission.

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Corporate Information

We announce financial and other information about MetLife to our investors on our website (www.metlife.com) through the MetLife Investor Relations web page (https://investor.metlife.com), as well as in U.S. Securities and Exchange Commission filings, news releases, public conference calls and webcasts. MetLife encourages investors to visit the Investor Relations web page from time to time, as information is updated and new information is posted. The information found on our website is not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the U.S. Securities and Exchange Commission, and any references to our website are intended to be inactive textual references only.

Note Regarding Reliance on Statements in Our Contracts

See “Exhibits — Note Regarding Reliance on Statements in Our Contracts” for information regarding agreements included as exhibits to this Quarterly Report on Form 10-Q.

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Part I — Financial Information

MetLife, Inc.

Interim Condensed Consolidated Balance Sheets

September 30, 2021 and December 31, 2020 (Unaudited)

(In millions, except share and per share data)

						September 30, 2021						December 31, 2020
Assets
Investments:
Fixed maturity securities available-for-sale, at estimated fair value (amortized cost: $310,004 and $310,811, respectively; allowance for credit loss of $68 and $81, respectively)						$	341,038					$	354,809
Equity securities, at estimated fair value						941						1,079
Contractholder-directed equity securities and fair value option securities, at estimated fair value						12,055						13,319
Mortgage loans (net of allowance for credit loss of $563 and $590, respectively; includes $134 and $165, respectively, under the fair value option)						80,964						83,919
Policy loans						9,186						9,493
Real estate and real estate joint ventures (includes $225 and $169, respectively, under the fair value option and $0 and $128, respectively, of real estate held-for-sale)						12,182						11,933
Other limited partnership interests						13,480						9,470
Short-term investments, principally at estimated fair value						7,150						3,904
Other invested assets (includes $2,019 and $2,156, respectively, of leveraged and direct financing leases and $356 and $332, respectively, relating to variable interest entities)						18,683						20,593
Total investments						495,679						508,519
Cash and cash equivalents, principally at estimated fair value (includes $13 and $12, respectively, relating to variable interest entities)						18,956						19,795
Accrued investment income						3,354						3,388
Premiums, reinsurance and other receivables (includes $5 and $4, respectively, relating to variable interest entities)						17,816						17,870
Deferred policy acquisition costs and value of business acquired						16,191						16,389
Goodwill						9,638						10,112
Assets held-for-sale						7,462						7,418
Other assets (includes $1 and $1, respectively, relating to variable interest entities)						11,614						11,685
Separate account assets						180,954						199,970
Total assets						$	761,664					$	795,146
Liabilities and Equity
Liabilities
Future policy benefits						$	197,086					$	206,656
Policyholder account balances						203,973						205,176
Other policy-related balances						17,735						17,101
Policyholder dividends payable						525						587
Policyholder dividend obligation						1,952						2,969
Payables for collateral under securities loaned and other transactions						31,382						29,475
Short-term debt						346						393
Long-term debt (includes $0 and $5, respectively, relating to variable interest entities)						14,010						14,603
Collateral financing arrangement						806						845
Junior subordinated debt securities						3,155						3,153
Current income tax payable						103						129
Deferred income tax liability						9,850						11,008
Liabilities held-for-sale						6,757						4,650
Other liabilities (includes $1 and $1, respectively, relating to variable interest entities)						23,697						23,614
Separate account liabilities						180,954						199,970
Total liabilities						692,331						720,329
Contingencies, Commitments and Guarantees (Note 15)
Equity
MetLife, Inc.’s stockholders’ equity:
Preferred stock, par value $0.01 per share; $3,905 and $4,405 aggregate liquidation preference						—						—
Common stock, par value $0.01 per share; 3,000,000,000 shares authorized; 1,186,092,767 and 1,181,614,288 shares issued, respectively; 844,531,818 and 892,910,600 shares outstanding, respectively						12						12
Additional paid-in capital						33,457						33,812
Retained earnings						40,426						36,491
Treasury stock, at cost; 341,560,949 and 288,703,688 shares, respectively						(16,956)						(13,829)
Accumulated other comprehensive income (loss) ("AOCI")						12,111						18,072
Total MetLife, Inc.’s stockholders’ equity						69,050						74,558
Noncontrolling interests						283						259
Total equity						69,333						74,817
Total liabilities and equity						$	761,664					$	795,146

See accompanying notes to the interim condensed consolidated financial statements.

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MetLife, Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Three Months and Nine Months Ended September 30, 2021 and 2020 (Unaudited)

(In millions, except per share data)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2021						2020						2021						2020
Revenues
Premiums						$	9,455					$	9,935					$	28,914					$	28,137
Universal life and investment-type product policy fees						1,521						1,497						4,334						4,227
Net investment income						5,568						4,729						16,162						11,877
Other revenues						663						455						1,958						1,350
Net investment gains (losses)						(84)						(20)						1,655						(77)
Net derivative gains (losses)						(218)						(581)

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Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

			Page
Forward-Looking Statements and Other Financial Information			87
Executive Summary			87
Industry Trends			91
Summary of Critical Accounting Estimates			93
Economic Capital			94
Acquisitions and Dispositions			95
Results of Operations			96
Investments			123
Derivatives			137
Off-Balance Sheet Arrangements			139
Policyholder Liabilities			140
Liquidity and Capital Resources			147
Adoption of New Accounting Pronouncements			156
Future Adoption of New Accounting Pronouncements			157
Non-GAAP and Other Financial Disclosures			157

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Forward-Looking Statements and Other Financial Information

For purposes of this discussion, “MetLife,” the “Company,” “we,” “our” and “us” refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates. This discussion should be read in conjunction with MetLife, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), the cautionary language regarding forward-looking statements included below, the “Risk Factors” set forth in Part II, Item 1A, and the additional risk factors referred to therein, “Quantitative and Qualitative Disclosures About Market Risk” and the Company’s interim condensed consolidated financial statements included elsewhere herein.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Note Regarding Forward-Looking Statements” for cautionary language regarding forward-looking statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes references to our performance measures, adjusted earnings and adjusted earnings available to common shareholders, that are not based on accounting principles generally accepted in the United States of America (“GAAP”). See “— Non-GAAP and Other Financial Disclosures” for definitions and a discussion of these and other financial measures, and “— Results of Operations” and “— Investments” for reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP measures.

Executive Summary

Overview

MetLife is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management. MetLife is organized into five segments: U.S.; Asia; Latin America; Europe, the Middle East and Africa (“EMEA”); and MetLife Holdings. In addition, the Company reports certain of its results of operations in Corporate & Other. See Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements for further information on the Company’s segments and Corporate & Other.

COVID-19 Pandemic

We continue to closely monitor developments relating to the novel coronavirus COVID-19 pandemic (the “COVID-19 Pandemic”) and assess its impact on our business. The COVID-19 Pandemic continues to impact the global economy and financial markets and has caused volatility in the global equity, credit and real estate markets. See “— Industry Trends — Financial and Economic Environment.” We have implemented risk management and business continuity plans and taken preventive measures and other precautions, such as employee business travel restrictions and remote work arrangements which, to date, have enabled us to maintain our critical business processes, customer service levels, relationships with key vendors, financial reporting systems, internal controls over financial reporting and disclosure controls and procedures.

We continue to grant certain accommodations to our customers and borrowers, including (i) relaxing claim documentation requirements for disability claims and (ii) payment deferrals and other loan modifications on certain commercial, agricultural and residential mortgage loans. See Note 6 of the Notes to the Interim Condensed Consolidated Financial Statements for further information regarding COVID-19 Pandemic-related mortgage loan concessions. See also “— Results of Operations — Segment Results and Corporate & Other” for further information regarding the effect of the COVID-19 Pandemic on our businesses.

Current Period Highlights

During the three months ended September 30, 2021, adjusted premiums, fees and other revenues, net of foreign currency fluctuations, decreased compared to the prior period driven by the disposition of MetLife Property and Casualty Insurance Company and certain of its wholly-owned subsidiaries (collectively, “MetLife P&C”). Growth in our Group Benefits business in our U.S. segment was driven by the acquisition of Versant Health, Inc. (“Versant Health”). Strong returns in our private equity portfolio resulted in improved investment yields and changes in key equity indexes and long-term interest rates drove a favorable change in net derivative gains (losses). In addition, results in both periods included a charge due to the impact of our annual actuarial assumption review. Underwriting experience was unfavorable and reflected impacts from the COVID-19 Pandemic.

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The following represents segment level results and percentage contributions to total segment level adjusted earnings available to common shareholders for the three months ended September 30, 2021:

---

(1)Excludes Corporate & Other adjusted loss available to common shareholders of $131 million.

(2)Consistent with GAAP guidance for segment reporting, adjusted earnings is our GAAP measure of segment performance. For additional information, see Note 2 of the Notes to the Interim Condensed Consolidated Financial Statements.

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Three Months Ended September 30, 2021 Compared with the Three Months Ended September 30, 2020

| | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | -

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We regularly analyze our exposure to interest rate, equity market price and foreign currency exchange rate risks. As a result of that analysis, we have determined that the estimated fair values of certain assets and liabilities are materially exposed to changes in interest rates, foreign currency exchange rates and changes in the equity markets. We have exposure to market risk through our insurance operations and investment activities. Our exposure is and will remain elevated due to the COVID-19 Pandemic. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Summary — COVID-19 Pandemic.” We use a variety of strategies to manage interest rate, foreign currency exchange rate and equity market risk, including the use of derivatives. A description of our market risk exposures may be found under “Quantitative and Qualitative Disclosures About Market Risk” included in the 2020 Annual Report.

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Management, with the participation of the Chief Executive Officer (“CEO”) and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective.

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

See Note 15 of the Notes to the Interim Condensed Consolidated Financial Statements.

Certain factors that may affect the Company’s business or operations are described under “Risk Factors” in Part I, Item 1A, of the 2020 Annual Report. There have been no material changes to our risk factors from the risk factors previously disclosed in the 2020 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Purchases of MetLife, Inc. common stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended September 30, 2021 are set forth below:

Period						Total Number of Shares Purchased (1)						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 — July 31, 2021						4,184,289						$	59.15					4,184,289						$	475,046,141
August 1 — August 31, 2021						4,902,860						$	61.69					4,902,516						$	3,172,593,633
September 1 — September 30, 2021						7,600,028						$	61.18					7,600,028						$	2,707,594,981
Total						16,687,177												16,686,833

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(1)During the periods July 1 through July 31, 2021, August 1 through August 31, 2021 and September 1 through September 30, 2021, separate account index funds purchased 0 shares, 344 shares and 0 shares, respectively, of MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In August 2021, MetLife, Inc. announced that its Board of Directors authorized $3.0 billion of common stock repurchases. At September 30, 2021, MetLife, Inc. had $2.7 billion of common stock repurchases remaining under the authorization. For more information on common stock repurchases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Company — Liquidity and Capital Uses — Common Stock Repurchases” and Note 10 of the Notes to the Interim Condensed Consolidated Financial Statements. See also “Risk Factors — Capital Risks — We May not be Able to Pay Dividends or Repurchase Our Stock Due to Legal and Regulatory Restrictions or Cash Buffer Needs” included in the 2020 Annual Report.

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(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Quarterly Report on Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about MetLife, Inc., its subsidiaries or affiliates, or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about MetLife, Inc., its subsidiaries and affiliates may be found elsewhere in this Quarterly Report on Form 10-Q and MetLife, Inc.’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at www.sec.gov.)

												Incorporated by Reference
Exhibit No.						Description						Form						File Number						Exhibit						Filing Date						Filed or Furnished Herewith
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																														X
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																														X
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																														X
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																														X
101.SCH						Inline XBRL Taxonomy Extension Schema Document.																														X
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document																														X
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document																														X
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document																														X
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.																														X
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.																														X
104						Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).																														X

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Signatures

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

METLIFE, INC.
By:						/s/ Tamara L. Schock
						Name: Tamara L. Schock Title: Executive Vice President and Chief Accounting Officer (Authorized Signatory and Principal Accounting Officer)

Date: November 8, 2021