Attachment Exhibit F

This document pretains to SES-ASG-20110110-00029 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2011011000029_859715

                                                           The Weather Channel Interactive, LLC
                                                                                 FCC Form 312
                                                                                      Exhibit F

                             Description of Pro Forma Transaction


       The instant application provides notification of the pro forma assignment of Receive
Only earth station license held by The Weather Channel, Inc. (“TWC”), a wholly owned
subsidiary of TWCC Holding Corp. (“TWCC”), to The Weather Channel Interactive, LLC,
which is also a wholly owned subsidiary of TWCC. Following a corporate reorganization on
December 31, 2010, the existing sister company of TWC—The Weather Channel Interactive,
Inc.—was converted to an LLC, thereby becoming The Weather Channel Interactive, LLC.
TWC merged with and into The Weather Channel Interactive, LLC, which is the surviving entity
and FCC license holder.1

        The Weather Channel Interactive, LLC will continue to utilize the earth station facilities
to transmit significant news and information programming to cable systems throughout the
United States, to gather that information through satellite news equipment and distribute that
information through satellite earth stations, uplinks and downlinks.

       Accordingly, because there will be no change in the operation or use of the earth station,
and no change in the ultimate ownership of the facilities.




1
  Following the pro forma merger, The Weather Channel Interactive, LLC has changed its name
to “The Weather Channel, LLC” and a notification of name change will be filed with the
Commission.



Document Created: 2011-01-05 10:55:59
Document Modified: 2011-01-05 10:55:59

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