Attachment Exhibit E

This document pretains to SES-ASG-20170105-00010 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2017010500010_1163122

                                                                                         FCC Form 312
                                    EXHIBIT E
                      DESCRIPTION OF PRO FORMA TRANSACTION

         The instant Form 312 application serves as notification of the pro forma assignment of receive-
only earth station license E090077 from WXII Hearst Television Inc. (“WXIIHTV”) to Hearst Properties
Inc. (“Hearst Properties”). WXIIHTV is also the licensee of television station WXII-TV, Winston-Salem,
North Carolina. A Media Bureau application on FCC Form 316 with respect to WXII-TV has been filed
and granted, and the transaction has been consummated.

       WXIIHTV is a wholly owned subsidiary of Hearst Properties, and Hearst Properties is a wholly
owned subsidiary of Hearst Television Inc. (“Hearst Television”). Hearst Television is owned by Hearst
Broadcasting, Inc. (“HBI”); HBI is owned by Hearst Communications, Inc. (“Communications”);
Communications is owned by Hearst Holdings, Inc. (“Holdings”); and Holdings is owned by The Hearst
Corporation (“Hearst”). For corporate organizational reasons, Hearst has liquidated and distributed
WXIIHTV with and into Hearst Properties. Hearst Properties is the surviving entity.

        Following is a summary depiction of the proposed pro forma transaction:
                PRE-MERGER                                        POST- MERGER
                    The Hearst                                          The Hearst
                    Corporation                                         Corporation



                Hearst Holdings, Inc.                               Hearst Holdings, Inc.


             Hearst Communications Inc.                          Hearst Communications Inc.



              Hearst Broadcasting, Inc.                           Hearst Broadcasting, Inc.



                                                                    Hearst Television Inc.
                Hearst Television Inc.


                                                                    Hearst Properties Inc.
                Hearst Properties Inc.



             WXII Hearst Television Inc.                                FCC Licenses


                    FCC Licenses




                                                 -1-


               CHANGES IN INTERESTS AS A RESULT OF TRANSACTION


                                                                           Interest Held
       Names and Addresses         Citizenship
                                                      Before Transaction                   After Transaction

                                                 % of Votes        % of Assets       % of Votes       % of Assets

The Hearst Corporation
                                   Domestic
(Indirect Parent Company of                       100%               100%              100%             100%
                                  Corporation
the Parties to the Application)




                                                 *****




                                                  -2-


                                                                                      FCC Form 312

                                        EXHIBIT F
                               PUBLIC INTEREST STATEMENT

        The assignment of the registration for earth station E090077 from WXIIHTV to Hearst
Properties Inc. serves the public interest by allowing the licensee to continue to use the facilities in
its newsgathering operations in connection with the operation of television station WXII-TV.



Document Created: 2017-01-05 12:50:47
Document Modified: 2017-01-05 12:50:47

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