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    SEC Form SC 13G/A filed by American Equity Investment Life Holding Company (Amendment)

    2/11/22 12:02:53 PM ET
    $AEL
    Life Insurance
    Finance
    Get the next $AEL alert in real time by email
    SC 13G/A 1 d282586dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)*

     

     

    American Equity Investment Life Holding Co.

    (Name of Issuer)

    Common Shares

    (Title of Class of Securities)

    025676206

    (CUSIP Number)

    December 31, 2021

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    ☒ Rule 13d-1(b)

    ☐ Rule 13d-1(c)

    ☐ Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 025676206

     

      1.    

      Names of Reporting Persons

     

      Macquarie Group Limited

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☒        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Sydney, New South Wales Australia

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      0

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      0

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

    5,141,543 deemed beneficially owned due to reporting person’s ownership of Macquarie Investment Management Global Limited, Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust whose individual holdings are shown on the following forms.

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      5.55%

    12.  

      Type of Reporting Person (See Instructions)

     

      HC

     

    Page 2 of 12


    CUSIP No. 025676206

     

      1.    

      Names of Reporting Persons

     

      Macquarie Management Holdings Inc.

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☒        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      State of Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      5,177,049

       6.  

      Shared Voting Power

     

      0

       7.  

      Sole Dispositive Power

     

      5,177,049

       8.  

      Shared Dispositive Power

     

      0

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      5,138,379 deemed beneficially owned due to reporting person’s ownership of Macquarie Investment Management Business Trust

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☒

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      5.55%

    12.  

      Type of Reporting Person (See Instructions)

     

      HC

     

    Page 3 of 12


    CUSIP No. 025676206

     

      1.    

      Names of Reporting Persons

     

      Macquarie Investment Management Business Trust

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☒        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      State of Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      5,117,049

       6.  

      Shared Voting Power

     

      0

       7.  

      Sole Dispositive Power

     

      5,117,049

       8.  

      Shared Dispositive Power

     

      0

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      5,138,379

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☒

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      5.55%

    12.  

      Type of Reporting Person (See Instructions)

     

      IA

     

    Page 4 of 12


    CUSIP No. 025676206

     

      1.    

      Names of Reporting Persons

     

      Macquarie Investment Management Group Limited

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☒        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Sydney, New South Wales, Australia

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      3,164

       6.  

      Shared Voting Power

     

      0

       7.  

      Sole Dispositive Power

     

      3,164

       8.  

      Shared Dispositive Power

     

      0

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      3,164

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      0.00%

    12.  

      Type of Reporting Person (See Instructions)

     

      CO

     

    Page 5 of 12


    Item 1.

            (a)    Name of Issuer American Equity Investment Life Inc.
            (b)   

    Address of Issuer’s Principal Executive Offices

    6000 Westown Parkway West Des Moines, IA 50266

     

    Item 2.

            (a)   

    Name of Person Filing

    This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc., Macquarie Investment Management Business Trust and Macquarie Investment Management Global Limited

            (b)   

    Address of Principal Business Office or, if none, Residence

    The principal business address of Macquarie Group Limited, Macquarie Investment Management Global Limited is 50 Martin Place Sydney, New South Wales, Australia. The principal business address of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103.

            (c)   

    Citizenship

    Macquarie Group Limited, Macquarie Investment Management Global Limited, - Sydney, New South Wales, Australia Corporation Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust – incorporated or formed under the laws of the State of Delaware.

            (d)   

    Title of Class of Securities

    Common Stock

            (e)   

    CUSIP Number

    025676206

     

    Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

            (a)    ☐    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
            (b)    ☐    k as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
            (c)    ☐    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
            (d)    ☐    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
            (e)    ☒    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
            (f)    ☐    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
            (g)    ☒    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
            (h)    ☐    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
            (i)    ☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
            (j)    ☐    A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
            (k)    ☐    Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

     

    Page 6 of 12


    Item 4. Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

      (a)

    Amount beneficially owned:

    See responses on the cover page hereto.

     

      (b)

    Percent of class:

    See responses on the cover page hereto.

     

      (c)

    Number of shares as to which the person has:

     

      (i)

    Sole power to vote or to direct the vote

    See responses on the cover page hereto.

     

      (ii)

    Shared power to vote or to direct the vote

    0

     

      (iii)

    Sole power to dispose or to direct the disposition of

    See responses on the cover page hereto.

     

      (iv)

    Shared power to dispose or to direct the disposition of

    0

    Item 5. Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following    

    Item 6. Ownership of More than Five Percent on Behalf of Another Person

    Not applicable.

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

    See Exhibit A.

    Item 8. Identification and Classification of Members of the Group

    Not applicable.

    Item 9. Notice of Dissolution of Group

    Not applicable.

     

     

     

    Page 7 of 12


     

    Item 10.

    Certification

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

    Signature

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Macquarie Group Limited    February 11, 2022
       Date
    /s/ Paul Peduto    /s/ Charles Glorioso
    Signature    Signature
          

    Paul Peduto

    Attorney-in-Fact

      

    Charles Glorioso

    Division Director

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Macquarie Investment Management Holdings, Inc.    February 11, 2022
       Date
    /s/ Brian L. Murray   
    Signature   
        

    Brian L. Murray

    Chief Compliance Officer

      

     

    Macquarie Investment Management Business Trust    February 11, 2022
       Date
    /s/ Brian L. Murray   
    Signature   
        

    Brian L. Murray

    Chief Compliance Officer

      

     

    Page 8 of 12


    EXHIBIT A

    AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS

    AGREEMENT made this 2nd day of FEBRUARY, 2021 by and between Delaware Funds® by Macquarie listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the “parties”).

    WHEREAS, the parties hereto may be deemed to be the direct or indirect beneficial owners of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

    WHEREAS, the regulations promulgated under Section 13(d) of the Exchange Act permit the joining of such beneficial owners in the filing of a single Joint Acquisition Statement reporting such ownership to the Securities and Exchange Commission.

    NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:

    1. In the event that any two or more parties shall be deemed to be the direct or indirect beneficial owners of the same equity security required to be reported to the Securities and Exchange Commission such parties may join together in the filing of a Joint Acquisition Statement with respect to that security. Additional persons who may after the date hereof be deemed to be the direct or indirect beneficial owners of the same equity security as a party hereto and required to be reported to the Securities and Exchange Commission (a “New Party”) may be added as a party this agreement by signing a counterpart hereof. An amendment to this agreement is deemed effective upon the signature of such new party and the amendment of the applicable Annex which may be affixed to this agreement as amended. Each party hereto agrees that this agreement, as it may be amended from time to time as provided herein, is a valid and binding agreement of each such party.

    2. With respect to each Joint Acquisition Statement in which a party joins, each party acknowledges that (a) it will be eligible under applicable regulations of the Securities and Exchange Commission to join in the filing and (b) it will be responsible for the timely filing of such statement and any amendments thereto and the completeness and accuracy of the information concerning such party; but each such party shall not be responsible for the completeness and accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information with respect to such other parties is inaccurate.

    3. The parties consent to the inclusion of a copy of this agreement as an exhibit to any Joint Acquisition Statement filed on behalf of any of them.

     

    Page 9 of 12


    IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the date set forth above.

    DELAWARE FUNDS® BY MACQUARIE (listed on Annex A hereto)

    ATTEST BY:

     


    /s/ Brian L. Murray
       /s/ David Connor
    Signature    Signature
          

    Brian L. Murray

    Chief Compliance Officer

      

    David Connor

    General Counsel

    MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST

     


    /s/ Brian L. Murray
       /s/ David Connor
    Signature    Signature
          

    Brian L. Murray

    Chief Compliance Officer

      

    David Connor

    General Counsel

    MACQUARIE MANAGEMENT HOLDINGS, INC.

     


    /s/ Brian L. Murray
       /s/ David Connor
    Signature    Signature
          

    Brian L. Murray

    Chief Compliance Officer

      

    David Connor

    General Counsel

    THE MACQUARIE PARTIES (LISTED ON ANNEX B HERETO)

    ATTEST BY:

     


    /s/ Paul Peduto
      
    /s/ Charles Glorioso
    Signature    Signature
          

    Paul Peduto

    Associate Director

      

    Charles Glorioso

    Division Director

     

    Page 10 of 12


    Annex A— Delaware FundsSM by Macquarie

    DELAWARE GROUP EQUITY FUNDS I

    DELAWARE GROUP EQUITY FUNDS II

    DELAWARE GROUP EQUITY FUNDS IV

    DELAWARE GROUP EQUITY FUNDS V

    DELAWARE GROUP INCOME FUNDS

    DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS

    DELAWARE GROUP CASH RESERVE

    DELAWARE GROUP GOVERNMENT FUND

    DELAWARE GROUP STATE TAX-FREE INCOME TRUST

    DELAWARE GROUP TAX-FREE FUND

    DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS

    DELAWARE GROUP ADVISER FUNDS

    DELAWARE VIP TRUST

    DELAWARE POOLED TRUST

    DELAWARE GROUP FOUNDATION FUNDS

    DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

    DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

    INVESTED PORTFOLIOS

    IVY HIGH INCOME OPPORTUNITIES FUND

    IVY FUNDS

    IVY VARIABLE INSURANCE PORTFOLIOSSM

    VOYAGEUR INSURED FUNDS

    VOYAGEUR INTERMEDIATE TAX FREE FUNDS

    VOYAGEUR MUTUAL FUNDS

    VOYAGEUR MUTUAL FUNDS II

    VOYAGEUR MUTUAL FUNDS III

    VOYAGEUR TAX FREE FUNDS

    DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

    DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

    DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

     

    Page 11 of 12


    Annex B — the Macquarie Parties

    Macquarie Group Limited

    Macquarie Bank Limited

    Macquarie Affiliated Managers (USA) Inc.

    Macquarie Affiliated Managers Holdings (USA) Inc.

    Macquarie Americas Holdings Pty Ltd.

    Macquarie B.H. Pty Limited

    Macquarie FG Holdings Inc.

    Macquarie Funding Holdings LLC

    Macquarie Investment Management Europe Limited

    EXHIBIT B

    Powers of Attorney for Macquarie Group Limited and Macquarie Bank Limited incorporated by reference to 13G filings made by Macquarie Group Limited and Macquarie Bank Limited on May 25, 2021.

     

    Page 12 of 12

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    • Lummus Dewayne bought $42,342 worth of shares (1,062 units at $39.87), increasing direct ownership by 8% to 15,139 units (SEC Form 4)

      4 - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Issuer)

      9/29/23 4:39:05 PM ET
      $AEL
      Life Insurance
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    $AEL
    Large Ownership Changes

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    • SEC Form SC 13G filed by American Equity Investment Life Holding Company

      SC 13G - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Subject)

      5/7/24 4:09:37 PM ET
      $AEL
      Life Insurance
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    • SEC Form SC 13G/A filed by American Equity Investment Life Holding Company (Amendment)

      SC 13G/A - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Subject)

      2/13/24 4:58:51 PM ET
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      Life Insurance
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    • SEC Form SC 13G/A filed by American Equity Investment Life Holding Company (Amendment)

      SC 13G/A - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Subject)

      2/9/24 9:59:07 AM ET
      $AEL
      Life Insurance
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    $AEL
    Insider Trading

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    • Hayes Michael E returned 3,995 shares to the company, closing all direct ownership in the company (SEC Form 4)

      4 - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Issuer)

      5/6/24 3:25:03 PM ET
      $AEL
      Life Insurance
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    • Neugent Gerard D. returned 53,507 shares to the company, closing all direct ownership in the company (SEC Form 4)

      4 - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Issuer)

      5/6/24 3:24:51 PM ET
      $AEL
      Life Insurance
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    • Volpe Nicholas P. returned 19,534 shares to the company, closing all direct ownership in the company (SEC Form 4)

      4 - AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (0001039828) (Issuer)

      5/6/24 3:24:38 PM ET
      $AEL
      Life Insurance
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    $AEL
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

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    • American Equity Investment Life downgraded by Truist with a new price target

      Truist downgraded American Equity Investment Life from Buy to Hold and set a new price target of $55.00

      7/14/23 7:42:54 AM ET
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      Life Insurance
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    • American Equity Investment Life downgraded by Raymond James

      Raymond James downgraded American Equity Investment Life from Strong Buy to Mkt Perform

      6/28/23 7:11:40 AM ET
      $AEL
      Life Insurance
      Finance
    • American Equity Investment Life downgraded by Piper Sandler with a new price target

      Piper Sandler downgraded American Equity Investment Life from Overweight to Neutral and set a new price target of $48.00 from $45.00 previously

      2/21/23 7:08:18 AM ET
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      Life Insurance
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    $AEL
    Leadership Updates

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    • IAC Set to Join S&P SmallCap 600

      NEW YORK, May 1, 2024 /PRNewswire/ -- IAC Inc. (NASD: IAC) will replace American Equity Investment Life Holding Company (NYSE:AEL) in the S&P SmallCap 600 effective prior to the opening of trading on Monday, May 6. Brookfield Reinsurance (TSX:BNRE) is acquiring American Equity Investment Life Holding Company in a deal expected to be completed prior to the open on May 3. Following is a summary of the changes that will take place prior to the open of trading on the effective date: Effective Date Index Name       Action Company Name Ticker GICS Sector May 6, 2024 S&P SmallCap 600 Addition IAC IAC Communication Services S&P SmallCap 600 Deletion American Equity Investment Life Holdings AEL Fin

      5/1/24 6:45:00 PM ET
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      $BNRE
      $IAC
      $SPGI
      Life Insurance
      Finance
      Property-Casualty Insurers
      Computer Software: Programming Data Processing
    • American Equity Continues Board Refresh with Appointment of Mike Hayes to Its Board of Directors

      American Equity Investment Life Holding Company ("American Equity") (NYSE:AEL), a leading provider of financial dignity solutions through general account annuities, today announced the appointment of Mike Hayes to its Board as an independent director. Following the appointment of Mr. Hayes, the Board will be comprised of 10 directors, eight of whom are independent. "I am pleased to welcome Mike Hayes to the American Equity Board. Mike brings significant operating experience in both the financial services and technology industries, as well as a strong track record of designing and overseeing operations to drive best-in-class customer value propositions and strategic execution," said David

      4/4/23 7:12:00 PM ET
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      Life Insurance
      Finance
    • Brookfield Reinsurance Announces Third Quarter Results, Regular Distribution and Appointment of Directors

      BROOKFIELD, NEWS, Nov. 11, 2021 (GLOBE NEWSWIRE) -- Brookfield Asset Management Reinsurance Partners Ltd. ("Brookfield Reinsurance") ((NYSE, TSX:BAMR) today announced financial results for the quarter ended September 30, 2021. Sachin Shah, CEO of Brookfield Reinsurance, stated, "We continue to make significant progress in advancing our priorities with a focus on executing our previously announced transactions. Since we last reported, we have closed on a number of reinsurance and pension risk transfer opportunities, increasing our assets under management to $8 billion. Through our strategic partnership with Brookfield, we have successfully redeployed a significant portion of th

      11/11/21 6:55:00 AM ET
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      Consumer Discretionary