UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
NAME OF ISSUER: Discovery Communications, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 25470F104
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2016
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] 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 NUMBER: 25470F104
(1) Names of Reporting Persons The Bank of New York Mellon Corporation
IRS Identification Nos. of Above Persons IRS No.13-2614959
(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 New York
Number of Shares (5) Sole Voting Power 7,253,417
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 9,073,140
(8) Shared Dispositive Power 45,664
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 9,118,918
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 6.00%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NUMBER: 25470F104
(1) Names of Reporting Persons MBC Investments Corporation
IRS Identification Nos. of Above Persons IRS No.51-0301132
(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 Delaware
Number of Shares (5) Sole Voting Power 6,427,303
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 8,267,406
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 8,267,406
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 5.44%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NUMBER: 25470F104
(1) Names of Reporting Persons BNY Mellon Investment Management
(Jersey) Limited
IRS Identification Nos. of Above Persons IRS No.
(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 Jersey
Number of Shares (5) Sole Voting Power 6,087,600
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 7,637,472
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 7,637,472
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 5.03%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NUMBER: 25470F104
(1) Names of Reporting Persons BNY Mellon Investment Management
(Europe) Limited
IRS Identification Nos. of Above Persons IRS No.
(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 London
Number of Shares (5) Sole Voting Power 6,087,600
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 7,637,472
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 7,637,472
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 5.03%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NUMBER: 25470F104
(1) Names of Reporting Persons BNY Mellon Investment Management
Europe Holdings Limited
IRS Identification Nos. of Above Persons IRS No.
(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 London
Number of Shares (5) Sole Voting Power 6,087,600
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 7,637,472
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 7,637,472
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 5.03%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NUMBER: 25470F104
(1) Names of Reporting Persons BNY Mellon International Asset
Management Group Limited
IRS Identification Nos. of Above Persons IRS No.98-0464992
(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 London
Number of Shares (5) Sole Voting Power 6,087,600
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 7,637,472
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 7,637,472
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 5.03%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NUMBER: 25470F104
(1) Names of Reporting Persons Newton Management Limited
IRS Identification Nos. of Above Persons IRS No.98-0196145
(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 London
Number of Shares (5) Sole Voting Power 6,087,600
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 7,637,472
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 7,637,472
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 5.03%
(12) Type of Reporting Person (See Instructions) HC
SCHEDULE 13G
Item 1(a) Name of Issuer: Discovery Communications, Inc.
Item 1(b) Address of Issuer's Principal Executive Office:
One Discovery Place
Silver Spring, Maryland 20910
United States
Item 2(a) Name of Person Filing: The Bank of New York Mellon Corporation
and any other reporting person(s)
identified on the second part of the
cover page(s) and Exhibit I
Item 2(b) Address of Principal Business Office, or if None, Residence:
C/O The Bank of New York Mellon Corporation
225 Liberty Street
New York, New York 10286
(for all reporting persons)
Item 2(c) Citizenship: See cover page and Exhibit I
Item 2(d) Title of Class of Securities: Common Stock
CUSIP Number 25470F104
Item 3 See Item 12 of cover page(s) ("Type of Reporting
Person ") for each reporting person.
Symbol Category
BD = Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934
BK = Bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934
IV = Investment Company registered under Section 8 of the
Investment Company Act of 1940
IA = Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940
EP = Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13 - d(1)(b)(1)(ii)(F)
HC = Parent Holding Company, in accordance with Section
240.13-d(1)(b)(1)(ii)(G)
Item 4 Ownership: See Item 5 through 9 and 11 of cover page(s)
as to each reporting person.
The amount beneficially owned includes, where appropriate, securities
not outstanding which are subject to options, warrants, rights or
conversion privileges that are exercisable within 60 days. The securities
reported herein as beneficially owned may exclude securities of the issuer
with respect to which voting and/or dispositive power is exercised by
subsidiaries of The Bank of New York Mellon Corporation, or departments or
units thereof, independently from the exercise of those powers over the
securities reported herein. See SEC Release No. 34-39538 (January 12, 1998).
The filing of this Schedule 13G shall not be construed as an admission
that The Bank of New York Mellon Corporation, or its direct or indirect
subsidiaries, including The Bank of New York Mellon and BNY Mellon, National
Association, are for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owners of any securities covered by this Schedule 13G.
The following information applies if checked: ( ) The Bank of New York
Mellon and/or ( ) The Bank of New York Mellon Trust Company, National
Association is/are the trustee of the issuer's employee benefit plan (the
Plan), which is subject to ERISA. The securities reported include all shares
held of record by such reporting person(s) as trustee of the Plan which have
not been allocated to the individual accounts of employee participants in
the Plan. The reporting person, however, disclaims beneficial ownership of
all shares that have been allocated to the individual accounts of employee
participants in the Plan for which directions have been received and followed.
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:
All of the securities are beneficially owned by The Bank of New York Mellon
Corporation and its direct or indirect subsidiaries in their various
fiduciary capacities. As a result, another entity in every instance
is entitled to dividends or proceeds of sale. The number of
individual accounts holding an interest of 5% or more is ( )
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company:
See Exhibit I.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
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 and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such 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. This filing is signed by The Bank of New York
Mellon Corporation on behalf of all reporting entities pursuant to Rule
13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934,
as amended.
Date: February 3, 2017
THE BANK OF NEW YORK MELLON CORPORATION
By: /s/ IVAN R. ARIAS
--------------------------
Ivan R. Arias
Attorney-In-Fact
EXHIBIT I
The shares reported on the attached Schedule 13G are beneficially owned by the
following direct or indirect subsidiaries of The Bank of New York Mellon
Corporation, as marked (X):
(A) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(b) Bank as defined in Section 3(a)(6) of the Act" (15 U.S.C. 78c)
or "Item 3(j)A non-U.S. institution in accordance with Rule 240.13d-1
(b)(1)(ii)(J)"
(X) The Bank of New York Mellon (parent holding company of Mellon Overseas
Investment Corporation; BNY International Financing Corporation;
The Bank of New York Mellon SA/NV; Cutwater Holdings, LLC)
( ) The Bank of New York Mellon Trust Company, National Association
(X) BNY Mellon, National Association
( ) BNY Mellon Trust of Delaware
( ) The Bank of New York Mellon SA/NV (parent holding company of BNY
Mellon Service Kapitalanlage-Gesellschaft mbH)
(B) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(e) An investment adviser in accordance with Section 240.13d-1
(b)(1)(ii)(E)" or "Item 3(j) A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J)"
( ) ARX Investimentos Ltda (parent holding company of BNY Mellon
Alocacao de Patrimonia Ltda.)
( ) BNY Mellon Alocacao de Patrimonia Ltda
( ) BNY Mellon Servicos Financeiros Distribuidora de
Titulos e Valores Mobiliarios S.A.(parent holding company of
BNY Mellon Administracao de Ativos Ltda.)
( ) BNY Mellon Administracao de Ativos Ltda.
( ) The Boston Company Asset Management LLC
(X) The Dreyfus Corporation (parent holding company of MBSC Securities
Corporation)
( ) Insight Investment Management (Global) Limited
(X) Lockwood Advisors, Inc.
(X) Mellon Capital Management Corporation
(X) Newton Investment Management (North America) Limited
(X) Newton Investment Management Limited
( ) Standish Mellon Asset Management Company LLC
( ) CenterSquare Investment Management Holdings, Inc.(parent holding
company of CenterSquare Investment Management, Inc.)
( ) CenterSquare Investment Management, Inc.
( ) Walter Scott & Partners Limited
( ) BNY Mellon Wealth Management, Advisory Services, Inc.
( ) BNY Mellon Trust Company(Cayman) Limited
( ) BNY Mellon Investment Management Cayman Limited
( ) Cutwater Asset Management Corporation
( ) Cutwater Investor Services Corporation
( ) Pareto Investment Management Limited
( ) BNY Mellon Asset Management Japan Limited
(C) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(a) Broker or dealer registered under Section 15 of the Act"
(15 U.S.C. 78c) or "Item 3(j) A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J)"
( ) BNY Mellon Capital Markets, LLC
(X) MBSC Securities Corporation
(X) Pershing LLC
(D) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(g) a parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)"
(X) The Bank of New York Mellon Corporation
( ) B.N.Y. Holdings (Delaware) Corporation (parent holding company of
BNY Mellon Trust of Delaware)
( ) MAM (MA) Holding Trust (parent holding company of Standish
Mellon Asset Management Company LLC; The Boston Company
Asset Management LLC)
(X) MBC Investments Corporation (parent holding company of Mellon Capital
Management Corporation; BNY Mellon Investment Management(Jersey) Ltd.;
BNY Mellon Investment Management APAC LP)
(X) BNY Mellon Investment Management (Jersey) Ltd. (parent holding company
of BNY Mellon Investment Management (Europe) Ltd.)
(X) BNY Mellon Investment Management (Europe) Ltd. (parent holding company
of BNY Mellon Investment Management Europe Holdings Ltd.;
BNY Mellon Investment Management Cayman Ltd.)
(X) BNY Mellon Investment Management Europe Holdings Ltd. (parent holding
company of BNY Mellon International Asset Management Group Limited)
(X) BNY Mellon International Asset Management Group Limited (parent
holding company of Newton Management Limited; BNY Mellon International
Asset Management (Holdings) Limited; Insight Investment Management
Limited)
(X) Newton Management Limited (parent holding company of Newton Investment
Management (North America) Limited; Newton Investment Management
Limited)
( ) BNY Mellon International Asset Management (Holdings) Limited (parent
holding company of BNY Mellon International Asset Management
(Holdings) No. 1 Limited)
( ) BNY Mellon International Asset Management (Holdings) No. 1 Limited
(parent holding company of Walter Scott & Partners Limited)
( ) Insight Investment Management Limited (parent holding company of
Insight Investment Management (Global) Limited; Pareto
Investment Management Limited)
( ) BNY Mellon Investment Management APAC LP (Parent holding company of
BNY Mellon Investment Management (APAC) Holdings Limited
( ) BNY Mellon Investment Management (APAC) Holdings Limited (parent
holding company of BNY Mellon Asset Management Japan Limited)
(X) Pershing Group LLC (parent holding company of Lockwood Advisors, Inc;
Pershing LLC)
( ) Mellon Overseas Investment Corporation (parent holding company of
Mellon Canada Holding Company; BNY Mellon Participacoes Ltda.)
( ) Mellon Canada Holding Company (parent holding company of BNY Mellon
Wealth Management, Advisory Services, Inc)
( ) BNY Mellon Participacoes Ltda.(parent holding company of BNY Mellon
Servicos Financeiros Distribuidora de Titulos e Valores Mobiliarios
S.A.)
( ) BNY International Financing Corporation (parent holding company of
BNY Mellon Trust Company (Cayman) Limited)
( ) Cutwater Holdings LLC (parent holding company of Cutwater Asset
Management Corporation; Cutwater Investor Services Corporation)
( ) BNY Capital Markets Holdings, Inc. (parent holding company of
BNY Mellon Capital Markets, LLC)
NOTE: ALL OF THE LEGAL ENTITIES LISTED UNDER (A), (B), (C) AND (D) ABOVE ARE
DIRECT OR INDIRECT SUBSIDIARIES OF THE BANK OF NEW YORK MELLON CORPORATION.
BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS BY ANY ONE OF THE
SUBSIDIARIES OR INTERMEDIATE PARENT HOLDING COMPANIES LISTED ABOVE IS REPORTED
ON A JOINT REPORTING PERSON PAGE FOR THAT SUBSIDIARY ON THE ATTACHED SCHEDULE
13G AND IS INCORPORATED IN THE TOTAL PERCENT OF CLASS REPORTED ON THE BANK OF
NEW YORK MELLON CORPORATION'S REPORTING PERSON PAGE. (DO NOT ADD THE SHARES OR
PERCENT OF CLASS REPORTED ON EACH JOINT REPORTING PERSON PAGE ON THE ATTACHED
SCHEDULE 13G TO DETERMINE THE TOTAL PERCENT OF CLASS FOR THE BANK OF NEW YORK
MELLON CORPORATION).
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a
"Company") does hereby make, constitute and appoint each of Nicholas R.
Darrow, Ivan Arias and Andrew Weiser (and any other employee of The Bank
of New York Mellon Corporation, or one of its affiliates, associated with
the Global Holdings Reporting Group and designated in writing by one of
the attorneys-in-fact), acting individually, its true and lawful attorney
to execute and deliver in its name and on its behalf, whether the Company
is acting individually or as representative of others, any and all filings,
be they written or oral, required to be made by the Company with respect
to securities which may be deemed to be beneficially owned by the Company
or under the Company's investment discretion under:
*the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including those filings required to be submitted on Form
13F, Schedule 13G, Schedule 13D and Forms 3, 4 and 5, and
*the laws of any jurisdiction other than the United States
of America, including those filings made to disclose securities
holdings as required to be submitted to regulatory agencies,
exchanges and/or issuers,
giving and granting unto each said attorney-in-fact power and authority
to correspond with issuers, regulatory authorities, and other entities
as is required in support of the filings referenced above, and to act
in the premises as fully and to all intents and purposes as the Company
might or could do to comply with the applicable regulations if personally
present by one of its authorized signatories (including, but not limited
to, instructing local counsel on a Company's behalf), hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the Company or until such time as the person or
to whom power of attorney has been hereby granted cease(s) to be an persons
employee of The Bank of New York Mellon Corporation or one of its affiliates.
This Power of Attorney may be executed in any number of counterparts
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective
as of the date set forth below.
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| Banks/Bank Holding Companies |
-----------------------------------------------------------------------------
THE BANK OF NEW YORK MELLON BNY MELLON, NATIONAL ASSOCIATION
CORPORATION
By: /S/ CURTIS ARLEDGE By: /S/ DONALD HEBERLE
---------------------- ---------------------
Curtis Arledge Donald Heberle
Vice Chairman Chief Executive Officer
Date: August 26, 2015 Date: September 16, 2015
BNY MELLON, NATIONAL ASSOCIATION THE BANK OF NEW YORK MELLON SA/NV
By: /S/ THOMAS J. DICKER By: /S/ LAURA AHTO
--------------------- ------------------
Thomas J. Dicker Laura Ahto
Chief Operating Officer Chief Executive Officer
Date: October 9, 2015 Date: May 17, 2016
THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON
By: /S/ MITCHELL E. HARRIS By: /S/ CURTIS ARLEDGE
---------------------- ---------------------
Mitchell E. Harris Curtis Arledge
Senior Executive Vice President Vice Chairman
Date: September 18, 2015 Date: August 26, 2015
THE BANK OF NEW YORK MELLON TRUST THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION COMPANY, NATIONAL ASSOCIATION
By: /S/ ANTONIO PORTUONDO By: /S/ KURTIS R. KURIMSKY
---------------------- ---------------------
Antonio Portuondo Kurtis R. Kurimsky
President Executive Vice President
Date: October 20, 2015 Date: March 8, 2016
BNY MELLON TRUST OF DELAWARE BNY MELLON TRUST OF DELAWARE
By: /S/ JAMES P. AMBAGIS By: /S/ LEE JAMES WOOLLEY
---------------------- ---------------------
James P. Ambagis Lee James Woolley
President Chairman and
Chief Executive Officer
Date: October 21, 2015 Date: October 19, 2015
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| Investment Advisers and/or Broker-Dealers |
-----------------------------------------------------------------------------
PERSHING LLC BNY MELLON CAPITAL MARKETS, LLC
By: /S/ CLAIRE SANTANIELLO By: /S/ JEFF GEARHART
--------------------- ----------------------
Claire Santaniello Jeff Gearhart
Chief Administrative Officer Chief Operating Officer
and Chief Risk Officer
Date: May 24, 2016 Date: October 19, 2016
ARX INVESTIMENTOS LTDA ARX INVESTIMENTOS LTDA
By: /S/ CAMILA SOUZA By: /S/ GUILHERME ABRY
---------------------- ---------------------
Camila Souza Guilherme Abry
Director Director
Date: January 4, 2016 Date: January 4, 2016
BNY MELLON SERVICOS FINANCEIROS BNY MELLON SERVICOS FINANCEIROS
DISTRIBUIDORA DE TITULOS E VALORES DISTRIBUIDORA DE TITULOS E VALORES
MOBILIARIOS S.A. MOBILIARIOS S.A.
By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA
---------------------- -----------------------------------
Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira
Director Director
Date: May 5, 2016 Date: May 5, 2016
BNY MELLON ADMINISTRACAO DE ATIVOS BNY MELLON ADMINISTRACAO DE ATIVOS
LTDA LTDA
By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA
---------------------- -----------------------------------
Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira
Director Director
Date: May 5, 2016 Date: May 5, 2016
BNY MELLON ALOCACAO DE PATRIMONIO BNY MELLON ALOCACAO DE PATRIMONIO
LTDA LTDA
By: /S/ GUSTAVO CASTELLO BRANCO By: /S/ CAMILA SOUZA
---------------------- ---------------------
Gustavo Castello Branco Camila Souza
Director Director
Date: January 4, 2016 Date: January 4, 2016
THE BOSTON COMPANY ASSET MANAGEMENT BNY MELLON ASSET MANAGEMENT JAPAN
LLC LIMITED
By: /S/ BART GRENIER By: /S/ SHIZU KISHIMOTO
---------------------- ---------------------
Bart Grenier Shizu Kishimoto
Chairman and Representative Director
Chief Executive Officer and President
Date: July 16, 2015 Date: August 5, 2015
THE DREYFUS CORPORATION INSIGHT INVESTMENT MANAGEMENT
(GLOBAL) LIMITED
By: /S/ JAMES BITETTO By: /s/ CHARLES FARQUHARSON
---------------------- ----------------------
James Bitetto Charles Farquharson
Secretary Chief Risk Officer
Date: July 30, 2015 Date: February 16, 2016
LOCKWOOD ADVISORS, INC. STANDISH MELLON ASSET MANAGEMENT
COMPANY LLC
By: /S/ JOHN J. BRETT By: /S/ DAVID LEDUC
---------------------- ----------------------
John J. Brett David Leduc
Chairman Chief Executive Officer
and Chief Investment Officer
Date: July 30, 2015 Date: October 23, 2015
MELLON CAPITAL MANAGEMENT MBSC SECURITIES CORPORATION
CORPORATION
By: /S/ W. CHRISTOPHER APPLER By: /S/ KENNETH J. BRADLE
---------------------- ---------------------
W. Christopher Appler Kenneth J. Bradle
Managing Director and President
Chief Compliance Officer
Date: August 4, 2015 Date: April 29, 2016
NEWTON INVESTMENT MANAGEMENT LIMITED NEWTON INVESTMENT MANAGEMENT
(NORTH AMERICA) LIMITED
By: /S/ JAMES HELBY By: /S/ JAMES HELBY
---------------------- ---------------------
James Helby James Helby
Director Chief Risk Officer
Date: July 17, 2015 Date: June 30, 2016
CENTERSQUARE INVESTMENT MANAGEMENT CENTERSQUARE INVESTMENT MANAGEMENT,
HOLDINGS, INC. INC.
By: /S/ R. JOSEPH LAW By: /S/ R. JOSEPH LAW
---------------------- ----------------------
R. Joseph Law R. Joseph Law
Chief Financial Officer and Chief Financial Officer and
Chief Compliance Officer Chief Compliance Officer
Date: July 15, 2015 Date: July 15, 2015
WALTER SCOTT & PARTNERS LIMITED PARETO INVESTMENT MANAGEMENT LIMITED
By: /S/ RODGER NISBET By: /S/ CHARLES FARQUHARSON
---------------------- ----------------------
Rodger Nisbet Charles Farquharson
Executive Chairman Chief Risk Officer
Date: July 15, 2015 Date: February 16, 2016
BNY MELLON WEALTH MANAGEMENT, BNY MELLON INVESTMENT MANAGEMENT
ADVISORY SERVICES, INC. CAYMAN LTD
By: /S/ MARIE-CLAUDE LEPAGE By: /S/ BRENDON J. DONNELLAN
---------------------- ----------------------
Marie-Claude Lepage Brendon J.Donnellan
Chief Compliance Officer Director
Date: May 9, 2016 Date: August 22, 2016
BNY MELLON TRUST COMPANY BNY MELLON TRUST COMPANY
(CAYMAN) LIMITED (CAYMAN) LIMITED
By: CANELLA SECRETARIES By: CANELLA SECRETARIES
(CAYMAN) LTD, SECRETARY (CAYMAN) LTD, SECRETARY
By: /S/GILLIAN NELSON By: /S/ PATRICIA BRUZIO
----------------------- -----------------------
Gillian Nelson Patricia Bruzio
Authorized Person Authorized Person
Date: May 17, 2016 Date: May 17, 2016
CUTWATER INVESTOR SERVICES CUTWATER ASSET MANAGEMENT
CORPORATION CORPORATION
By: /S/ CLIFFORD CORSO By: /S/ CLIFFORD CORSO
--------------------- --------------------
Clifford Corso Clifford Corso
Chief Executive Officer Chief Executive Officer
Date: March 16, 2015 Date: March 16, 2015
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| Parent Holding Companies/Control Persons |
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B.N.Y. HOLDINGS (DELAWARE) CORPORATION PERSHING GROUP LLC
By: /S/ JAMES P. AMBAGIS By: /S/ CLAIRE SANTANIELLO
---------------------- ---------------------
James P. Ambagis Claire Santaniello
President Chief Administrative Officer
and Chief Risk Officer
Date: October 21, 2015 Date: May 11, 2016
BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT
(APAC) HOLDINGS LIMITED (APAC) HOLDINGS LIMITED
By: /S/ EMILY CHAN By: /S/ DONI SHAMSUDDIN
---------------------- ---------------------
Emily Chan Doni Shamsuddin
Director Director
Date: April 19, 2016 Date: April 19, 2016
BNY MELLON INTERNATIONAL ASSET NEWTON MANAGEMENT LIMITED
MANAGEMENT GROUP LIMITED
By: /S/ GREG BRISK By: /S/ HELENA MORRISSEY
---------------------- ----------------------
Greg Brisk Helena Morrissey
Director Director
Date: October 21, 2015 Date: July 17, 2015
MAM (MA) HOLDING TRUST MBC INVESTMENTS CORPORATION
By: /S/ MITCHELL E. HARRIS By: /S/ PAUL A. GRIFFITHS
---------------------- ---------------------
Mitchell E. Harris Paul A. Griffiths
President Chairman, President and
Chief Executive Officer
Date: September 18, 2015 Date: April 29, 2016
MELLON OVERSEAS INVESTMENT INSIGHT INVESTMENT MANAGEMENT
CORPORATION LIMITED
By: /S/ KURTIS R. KURIMSKY By: /S/ CHARLES FARQUHARSON
---------------------- ---------------------
Kurtis R. Kurimsky Charles Farquharson
Vice President and Controller Chief Risk Officer
Date: October 7, 2015 Date: February 16, 2016
BNY INTERNATIONAL FINANCING BNY INTERNATIONAL FINANCING
CORPORATION CORPORATION
By: /S/ KURTIS R. KURIMSKY By: /S/ JOHN M. ROY
---------------------- ----------------------
Kurtis R. Kurimsky John M. Roy
President and Comptroller Vice President
Date: May 12, 2016 Date: August 15, 2016
BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT
EUROPE HOLDINGS LIMITED (EUROPE)LIMITED
By: /S/ GREG BRISK By: /S/ GREG BRISK
----------------------- ------------------------
Greg Brisk Greg Brisk
Director Director
Date: October 21, 2015 Date: October 21, 2015
BNY MELLON INVESTMENT MANAGEMENT BNY CAPITAL MARKETS HOLDINGS, INC.
(JERSEY)LIMITED
By: /S/ GREG BRISK By: /S/ THOMAS P. GIBBONS
------------------------- ------------------------
Greg Brisk Thomas P. Gibbons
Director Vice Chairman and Chief
Financial Officer
Date: October 21, 2015 Date: October 24, 2015
BNY MELLON INTERNATIONAL ASSET BNY MELLON INTERNATIONAL ASSET
MANAGEMENT (HOLDINGS) LIMITED MANAGEMENT (HOLDINGS) No. 1 LIMITED
By: /S/ GREG BRISK By: /S/ GREG BRISK
------------------------- --------------------------
Greg Brisk Greg Brisk
Director Director
Date: October 21, 2015 Date: October 21, 2015
MELLON CANADA HOLDING COMPANY CUTWATER HOLDINGS, LLC
By: /S/ KELLY SCHWARTZ By: /S/ CLIFFORD CORSO
---------------------- --------------------
Kelly Schwartz Clifford Corso
President and Director Chief Executive Officer
Date: May 3, 2016 Date: March 16, 2015
BNY MELLON PARTICIPACOES LTDA BNY MELLON PARTICIPACOES LTDA
By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA
-------------------- ----------------------------------
Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira
Director Director
Date: May 5, 2016 Date: May 5, 2016
BNY MELLON INVESTMENT MANAGEMENT
APAC LP
By: BNY MELLON INVESTMENT MANAGEMENT
HOLDINGS, LLC, GENERAL PARTNER
By: /S/ PAUL A. GRIFFITHS
------------------------
Paul A. Griffiths
President
Date: April 29, 2016
-----------------------------------------------------------------------------
| Fund Administrators |
-----------------------------------------------------------------------------
BNY MELLON SERVICE KAPITALANLAGE- BNY MELLON SERVICE KAPITALANLAGE-
GESELLSCHAFT mbH GESELLSCHAFT mbH
By: /S/ KATARINA MELVAN By: /S/ CAROLINE SPECHT
---------------------- ----------------------
Katarina Melvan Caroline Specht
Managing Director(Chairman) Managing Director
Date: August 19, 2016 Date: August 19, 2016
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the undersigned hereby agree to
any and all joint filings required to be made on their behalf on Schedule
13G (including amendments thereto) under the Exchange Act, with respect to
securities which may be deemed to be beneficially owned by them under the
Exchange Act, and that this Agreement be included as an Exhibit to any such
joint filing. This Agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
effective as of the date set forth below.
-----------------------------------------------------------------------------
| Banks/Bank Holding Companies |
-----------------------------------------------------------------------------
THE BANK OF NEW YORK MELLON BNY MELLON, NATIONAL ASSOCIATION
CORPORATION
By: /S/ CURTIS ARLEDGE By: /S/ DONALD HEBERLE
---------------------- ---------------------
Curtis Arledge Donald Heberle
Vice Chairman Chief Executive Officer
Date: August 26, 2015 Date: September 16, 2015
BNY MELLON, NATIONAL ASSOCIATION THE BANK OF NEW YORK MELLON SA/NV
By: /S/ THOMAS J. DICKER By: /S/ LAURA AHTO
--------------------- ------------------
Thomas J. Dicker Laura Ahto
Chief Operating Officer Chief Executive Officer
Date: October 9, 2015 Date: May 17, 2016
THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON
By: /S/ MITCHELL E. HARRIS By: /S/ CURTIS ARLEDGE
---------------------- ---------------------
Mitchell E. Harris Curtis Arledge
Senior Executive Vice President Vice Chairman
Date: August 27, 2015 Date: August 26, 2015
THE BANK OF NEW YORK MELLON TRUST THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION COMPANY, NATIONAL ASSOCIATION
By: /S/ ANTONIO PORTUONDO By: /S/ KURTIS R. KURIMSKY
---------------------- ---------------------
Antonio Portuondo Kurtis R. Kurimsky
President Executive Vice President
Date: October 20, 2015 Date: March 8, 2016
BNY MELLON TRUST OF DELAWARE BNY MELLON TRUST OF DELAWARE
By: /S/ JAMES P. AMBAGIS By: /S/ LEE JAMES WOOLLEY
---------------------- ---------------------
James P. Ambagis Lee James Woolley
President Chairman and
Chief Executive Officer
Date: October 21, 2015 Date: October 19, 2015
-----------------------------------------------------------------------------
| Investment Advisers and/or Broker-Dealers |
-----------------------------------------------------------------------------
PERSHING LLC BNY MELLON CAPITAL MARKETS, LLC
By: /S/ CLAIRE SANTANIELLO By: /S/ JEFF GEARHART
--------------------- ----------------------
Claire Santaniello Jeff Gearhart
Chief Administrative Officer Chief Operating Officer
and Chief Risk Officer
Date: May 24, 2016 Date: October 19, 2016
ARX INVESTIMENTOS LTDA ARX INVESTIMENTOS LTDA
By: /S/ CAMILA SOUZA By: /S/ GUILHERME ABRY
---------------------- ---------------------
Camila Souza Guilherme Abry
Director Director
Date: January 4, 2016 Date: January 4, 2016
BNY MELLON SERVICOS FINANCEIROS BNY MELLON SERVICOS FINANCEIROS
DISTRIBUIDORA DE TITULOS E VALORES DISTRIBUIDORA DE TITULOS E VALORES
MOBILIARIOS S.A. MOBILIARIOS S.A.
By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA
---------------------- -----------------------------------
Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira
Director Director
Date: May 5, 2016 Date: May 5, 2016
BNY MELLON ADMINISTRACAO DE ATIVOS BNY MELLON ADMINISTRACAO DE ATIVOS
LTDA LTDA
By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA
---------------------- -----------------------------------
Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira
Director Director
Date: May 5, 2016 Date: May 5, 2016
BNY MELLON ALOCACAO DE PATRIMONIO BNY MELLON ALOCACAO DE PATRIMONIO
LTDA LTDA
By: /S/ GUSTAVO CASTELLO BRANCO By: /S/ CAMILA SOUZA
---------------------- ---------------------
Gustavo Castello Branco Camila Souza
Director Director
Date: January 4, 2016 Date: January 4, 2016
THE BOSTON COMPANY ASSET MANAGEMENT BNY MELLON ASSET MANAGEMENT JAPAN
LLC LIMITED
By: /S/ BART GRENIER By: /S/ SHIZU KISHIMOTO
---------------------- ---------------------
Bart Grenier Shizu Kishimoto
Chairman and Representative Director
Chief Executive Officer and President
Date: July 16, 2015 Date: August 5, 2015
THE DREYFUS CORPORATION INSIGHT INVESTMENT MANAGEMENT
(GLOBAL) LIMITED
By: /S/ JAMES BITETTO By: /s/ CHARLES FARQUHARSON
---------------------- ----------------------
James Bitetto Charles Farquharson
Secretary Chief Risk Officer
Date: July 30, 2015 Date: February 16, 2016
LOCKWOOD ADVISORS, INC. STANDISH MELLON ASSET MANAGEMENT
COMPANY LLC
By: /S/ JOHN J. BRETT By: /S/ DAVID LEDUC
---------------------- ----------------------
John J. Brett David Leduc
Chairman Chief Executive Officer
and Chief Investment Officer
Date: July 30, 2015 Date: October 23, 2015
MELLON CAPITAL MANAGEMENT MBSC SECURITIES CORPORATION
CORPORATION
By: /S/ W. CHRISTOPHER APPLER By: /S/ KENNETH J. BRADLE
---------------------- ---------------------
W. Christopher Appler Kenneth J. Bradle
Managing Director and President
Chief Compliance Officer
Date: August 4, 2015 Date: April 29, 2016
NEWTON INVESTMENT MANAGEMENT LIMITED NEWTON INVESTMENT MANAGEMENT
(NORTH AMERICA) LIMITED
By: /S/ JAMES HELBY By: /S/ JAMES HELBY
---------------------- ---------------------
James Helby James Helby
Director Chief Risk Officer
Date: July 17, 2015 Date: June 30, 2016
CENTERSQUARE INVESTMENT MANAGEMENT CENTERSQUARE INVESTMENT MANAGEMENT,
HOLDINGS, INC. INC.
By: /S/ R. JOSEPH LAW By: /S/ R. JOSEPH LAW
---------------------- ----------------------
R. Joseph Law R. Joseph Law
Chief Financial Officer and Chief Financial Officer and
Chief Compliance Officer Chief Compliance Officer
Date: July 15, 2015 Date: July 15, 2015
WALTER SCOTT & PARTNERS LIMITED PARETO INVESTMENT MANAGEMENT LIMITED
By: /S/ RODGER NISBET By: /S/ CHARLES FARQUHARSON
---------------------- ----------------------
Rodger Nisbet Charles Farquharson
Executive Chairman Chief Risk Officer
Date: July 15, 2015 Date: February 16, 2016
BNY MELLON WEALTH MANAGEMENT, BNY MELLON INVESTMENT MANAGEMENT
ADVISORY SERVICES, INC. CAYMAN LTD
By: /S/ MARIE-CLAUDE LEPAGE By: /S/ BRENDON J. DONNELLAN
---------------------- ----------------------
Marie-Claude Lepage Brendon J.Donnellan
Chief Compliance Officer Director
Date: May 9, 2016 Date: August 22, 2016
BNY MELLON TRUST COMPANY BNY MELLON TRUST COMPANY
(CAYMAN) LIMITED (CAYMAN) LIMITED
By: CANELLA SECRETARIES By: CANELLA SECRETARIES
(CAYMAN) LTD, SECRETARY (CAYMAN) LTD, SECRETARY
By: /S/GILLIAN NELSON By: /S/ PATRICIA BRUZIO
----------------------- -----------------------
Gillian Nelson Patricia Bruzio
Authorized Person Authorized Person
Date: May 17, 2016 Date: May 17, 2016
CUTWATER INVESTOR SERVICES CUTWATER ASSET MANAGEMENT
CORPORATION CORPORATION
By: /S/ CLIFFORD CORSO By: /S/ CLIFFORD CORSO
--------------------- --------------------
Clifford Corso Clifford Corso
Chief Executive Officer Chief Executive Officer
Date: March 16, 2015 Date: March 16, 2015
-----------------------------------------------------------------------------
| Parent Holding Companies/Control Persons |
-----------------------------------------------------------------------------
B.N.Y. HOLDINGS (DELAWARE) CORPORATION PERSHING GROUP LLC
By: /S/ JAMES P. AMBAGIS By: /S/ CLAIRE SANTANIELLO
---------------------- ---------------------
James P. Ambagis Claire Santaniello
President Chief Administrative Officer
and Chief Risk Officer
Date: October 21, 2015 Date: May 11, 2016
BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT
(APAC) HOLDINGS LIMITED (APAC) HOLDINGS LIMITED
By: /S/ EMILY CHAN By: /S/ DONI SHAMSUDDIN
---------------------- ---------------------
Emily Chan Doni Shamsuddin
Director Director
Date: April 19, 2016 Date: April 19, 2016
BNY MELLON INTERNATIONAL ASSET NEWTON MANAGEMENT LIMITED
MANAGEMENT GROUP LIMITED
By: /S/ GREG BRISK By: /S/ HELENA MORRISSEY
---------------------- ----------------------
Greg Brisk Helena Morrissey
Director Director
Date: October 21, 2015 Date: July 17, 2015
MAM (MA) HOLDING TRUST MBC INVESTMENTS CORPORATION
By: /S/ MITCHELL E. HARRIS By: /S/ PAUL A. GRIFFITHS
---------------------- ---------------------
Mitchell E. Harris Paul A. Griffiths
President Chairman, President and
Chief Executive Officer
Date: August 27, 2015 Date: April 29, 2016
MELLON OVERSEAS INVESTMENT INSIGHT INVESTMENT MANAGEMENT
CORPORATION LIMITED
By: /S/ KURTIS R. KURIMSKY By: /S/ CHARLES FARQUHARSON
---------------------- ---------------------
Kurtis R. Kurimsky Charles Farquharson
Vice President and Controller Chief Risk Officer
Date: October 7, 2015 Date: February 16, 2016
BNY INTERNATIONAL FINANCING BNY INTERNATIONAL FINANCING
CORPORATION CORPORATION
By: /S/ KURTIS R. KURIMSKY By: /S/ JOHN M. ROY
---------------------- ----------------------
Kurtis R. Kurimsky John M. Roy
President and Comptroller Vice President
Date: May 12, 2016 Date: August 15, 2016
BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT
EUROPE HOLDINGS LIMITED (EUROPE)LIMITED
By: /S/ GREG BRISK By: /S/ GREG BRISK
----------------------- ------------------------
Greg Brisk Greg Brisk
Director Director
Date: October 21, 2015 Date: October 21, 2015
BNY MELLON INVESTMENT MANAGEMENT BNY CAPITAL MARKETS HOLDINGS, INC.
(JERSEY)LIMITED
By: /S/ GREG BRISK By: /S/ THOMAS P. GIBBONS
------------------------- ------------------------
Greg Brisk Thomas P. Gibbons
Director Vice Chairman and Chief
Financial Officer
Date: October 21, 2015 Date: October 24, 2015
BNY MELLON INTERNATIONAL ASSET BNY MELLON INTERNATIONAL ASSET
MANAGEMENT (HOLDINGS) LIMITED MANAGEMENT (HOLDINGS) No. 1 LIMITED
By: /S/ GREG BRISK By: /S/ GREG BRISK
------------------------- --------------------------
Greg Brisk Greg Brisk
Director Director
Date: October 21, 2015 Date: October 21, 2015
MELLON CANADA HOLDING COMPANY CUTWATER HOLDINGS, LLC
By: /S/ KELLY SCHWARTZ By: /S/ CLIFFORD CORSO
---------------------- --------------------
Kelly Schwartz Clifford Corso
President and Director Chief Executive Officer
Date: May 3, 2016 Date: March 16, 2015
BNY MELLON PARTICIPACOES LTDA BNY MELLON PARTICIPACOES LTDA
By: /S/ CARLOS ALBERTO SARAIVA By: /S/ MARCUS VINICIUS MATHIAS PEREIRA
-------------------- ----------------------------------
Carlos Alberto Saraiva Marcus Vinicius Mathias Pereira
Director Director
Date: May 5, 2016 Date: May 5, 2016
BNY MELLON INVESTMENT MANAGEMENT
APAC LP
By: BNY MELLON INVESTMENT MANAGEMENT
HOLDINGS, LLC, GENERAL PARTNER
By: /S/ PAUL A. GRIFFITHS
------------------------
Paul A. Griffiths
President
Date: April 29, 2016
-----------------------------------------------------------------------------
| Fund Administrators |
-----------------------------------------------------------------------------
BNY MELLON SERVICE KAPITALANLAGE- BNY MELLON SERVICE KAPITALANLAGE-
GESELLSCHAFT mbH GESELLSCHAFT mbH
By: /S/ KATARINA MELVAN By: /S/ CAROLINE SPECHT
---------------------- ----------------------
Katarina Melvan Caroline Specht
Managing Director(Chairman) Managing Director
Date: August 19, 2016 Date: August 19, 2016