Attachment Exhibit E

This document pretains to SES-T/C-20101207-01514 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2010120701514_855529

Reuters America LLC Pro Forma Transfer of Control FCC Form 312 Schedule A, Item 20 December 2010 Exhibit E Information Concerning Ownership and Control This application seeks FCC consent for a pro forma transfer of control of Reuters America LLC (“Reuters America”), the holder of FCC authorizations for the use of three private, non-common carrier Earth stations in the United States. Specifically, this application relates to Earth station call signs: E4309 (Smithtown, NY); E950436 (Hauppauge, NY); and E930235 (Washington, DC). I. Background On April 17, 2008, in a transaction involving the acquisition of Reuters Group PLC (“Reuters”) by The Thomson Corporation (“Thomson”), a transfer of control occurred over Reuters America, an indirect subsidiary of Reuters, from the then- shareholders of Reuters to The Woodbridge Company Limited (“Woodbridge”), the Thomson family holding company that became the controlling shareholder of the unified group known as Thomson Reuters. This transaction was effectuated pursuant to prior FCC consent via transfer applications SES-T/C-20070921-01430 and SES-T/C- 20070921-01431 (the “2008 Transfer Applications”). On August 18, 2008, Reuters America duly notified the Commission that the transaction had been consummated as approved.1 The 2008 Transfer Applications provided detailed ownership and other information concerning the transaction, including the following: ● Information Concerning the Transferee, Woodbridge, a private company incorporated in Ontario, Canada, which, by virtue of the economic and voting interest acquired in Thomson Reuters became the controlling shareholder of the enterprise. ● Detailed information concerning the entities that would hold direct and indirect ownership and voting interests in Reuters America. Specifically, Attachment C to the 2008 Transfer Applications provided a table describing each entity with applicable ownership/voting interests in the chain of ownership between Woodbridge, the party that would hold ultimate control of the enterprise, and Reuters America, the FCC licensee, including each entity’s address, citizenship, type of business, and 1 See letters of Raymond G. Bender, Jr., counsel for Reuters America, to Marlene H. Dortch, FCC Secretary, dated April 18, 2008. -1-

Reuters America LLC Pro Forma Transfer of Control FCC Form 312 Schedule A, Item 20 December 2010 applicable ownership interest. The relationships between each of these entities also were depicted on a chart provided in Attachment D to the 2008 Transfer Applications. ● A description concerning the adoption by Thomson Reuters of the Reuters Trust Principles and the Reuters Founders Share Company structure, which are designed to preserve independence, integrity and freedom from bias in the gathering and dissemination of news and information. The information reported in the 2008 Transfer Applications concerning Woodbridge remains the same today in all relevant and material respects, and Woodbridge retains its controlling interest in Thomson Reuters, including (indirectly) in FCC licensee Reuters America. Moreover, the Reuters Trust Principles and the Reuters Founders Share Company also currently remain in effect.2 In the interim, however, a number of minor, pro forma changes have occurred with respect to the entities holding direct or indirect ownership and control in Reuters America (each of which has been approved by the Commission), as follows: ● The addition of a new intermediate holding company, Thomson Reuters No. 8 Inc., in the chain of ownership between Woodbridge, the party holding ultimate control of the enterprise, and Reuters America, the FCC licensee, pursuant to SES-T/C-20090616-00738. ● The liquidation of another intermediate holding company, Canvas Holdings Limited (“CHL”), thereby removing CHL from the Reuters America ownership chain, pursuant to SES-T/C-20090616-00738. ● The merger of another entity, Thomorg Sarl, and its consequent removal from the Reuters America ownership chain, pursuant to SES-T/C- 20090616-00738. ● Steps implemented to convert Thomson Reuters from a dual listed company (“DLC”) structure to a traditional single parent company structure (referred to as “DLC unification”), pursuant to SES-T/C- 20090724-00913. 2 As reported in a recent pro forma transfer application (SES-T/C-20090724-00913), the Reuters Founding Share Company now holds its single share in Thomson Reuters Corporation for the purpose of safeguarding the Reuters Trust Principles. -2-

Reuters America LLC Pro Forma Transfer of Control FCC Form 312 Schedule A, Item 20 December 2010 ● The substitution of Thomson Reuters Investment Holdings Limited in the place of Thomson Reuters PLC in the Reuters America control chain, pursuant to SEC-T/C-20091023-01350.3 Attached hereto, for the convenience of the Commission, is a copy of Attachment D reflecting the current Thomson Reuters control structure, as reported to the Commission on October 23, 2009.4 II. The Proposed Pro Forma Transaction As a result of a planned restructuring, Thomson Reuters U.S.A. Inc. (“Thomson Reuters USA”), one of the companies in the current control chain of Reuters American, will be merged into its parent, Thomson Reuters U.S. Holdings, Inc. (“TRUSHI”). As a result of this merger, Thomson Reuters USA will be removed from the Reuters America control chain, and Thomson Reuters No. 4, Inc., another of the intermediate companies in the control chain, will be owned directly by TRUSHI instead of by Thomson Reuters USA. The Thomson Reuters Control Structure following this transaction is depicted on a new Attachment D (December 2010) attached hereto. Also attached hereto is a new Attachment C describing the relationships between the entities having direct and indirect ownership interests in Reuters America following consummation of the proposed transaction. This proposed minor transaction does not involve a substantial change in ownership or control of the licensee and is entirely pro forma in nature. Indeed, Woodbridge is the controlling shareholder of Thomson Reuters prior to the proposed transaction, and Woodbridge will retain its controlling interest in Thomson Reuters thereafter, including (indirectly) in FCC licensee Reuters America. Accordingly, Reuters America respectfully requests that this application not be placed on public notice prior to FCC grant since pro forma transactions not involving a substantial change in ownership or control are exempt from public notice requirements.5 Thomson Reuters plans to implement the proposed transaction shortly and therefore respectfully asks that the Commission to grant this pro forma transfer application as soon as possible. 3 As part of the same transaction, and as reported in the October, 2009 application, the 36.7% voting interest in TR (2008) Limited held by TR International Holdings Sarl also was transferred to Thomson Reuters Investment Holdings Limited. See File No. SES-T/C-20091023-01350, Exhibit E. This transfer did not affect control of Reuters America. 4 See File No. SES-T/C-20091023-01350. Consummation of this pro forma transfer of control was reported to the Commission on December 23, 2009. See Letter of Raymond G. Bender, counsel to Reuters America, to Marlene Dortch, Secretary, FCC, File No. SES-T/C-20091023-01350, Dec. 23, 2009. 5 See 47 U.S.C. § 309(c)(2)(B) (eliminating thirty-day notice period for non-substantial transactions); and 47 C.F.R. § 25.151(c)(5) (providing that public notice will not be required for transactions that do not involve a substantial change in ownership or control). -3-

Attachment D (October 2009) Thomson Reuters Control Structure All voting interests reflected on this chart are 100% unless otherwise indicated. Woodbridge * Approx. 55% TR Corp NSULC Thomson Reuters ** UK Limited Ontario TR (2008) 36.7% Limited TR Int’l Holdings Sarl 95.29% TRCL 4.71% TRHL Thomson Reuters TRHSA Investment 63.15% LN Holdings Holdings Limited (UK Tax Res) TRFSA LNUK LNUS TRUSHI Thomson Reuters Thomson *** Organization Reuters Corp. USA Inc. TR No. 4 Inc. Thomson Financial Holdings Inc TR No. 5 LLC Thomcorp Holdings Inc. TR (TRI) Inc. Thomson Reuters (Markets) LLC TR US Inc. Reuters America LLC TR No. 8 Inc. Thomson Reuters US Inc. * Note: Woodbridge holds its 55% interest in Thomson Reuters Corporation either directly or through affiliates or wholly-owned subsidiaries, with the following wholly-owned subsidiary holding a 10% or greater interest in Thomson Reuters Corporation: 1683560 Ontario Limited (21.56%). See Attachment C for further details. ** Thomas Reuters PLC name change to Thomson Reuters UK Limited was effectuated on October 16, 2009. *** Physicians’ Desk Reference Inc. name change to Thomson Reuters Organization Corp. was effectuated on September 3, 2009.


Document Created: 2010-12-07 15:46:30
Document Modified: 2010-12-07 15:46:30
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