Attachment Exhibit F

This document pretains to SES-T/C-20140604-00411 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014060400411_1049133

                             DETAILED DESCRIPTION OF THE TRANSACTION



         Comcast Corporation (“Comcast”) and Charter Communications, Inc. (“Charter”) have

reached an agreement whereby, contingent upon and following the consummation of Comcast’s

acquisition of Time Warner Cable Inc. (“TWC”), Comcast will divest cable systems resulting in

a net reduction of approximately 3.9 million video customers. The agreement between Comcast

and Charter will be executed through three separate transactions, which are subject to the closing

of the proposed Comcast-TWC transaction. First, Comcast will sell former TWC systems

serving approximately 1.5 million video customers directly to Charter. Second, Charter and

Comcast will exchange cable systems serving approximately 1.5 million former TWC video

customers for cable systems serving approximately 1.6 million Charter video customers (“the

Exchange” or “Exchange Transaction”). Third, Comcast will form and spin off to its

shareholders a new, independent, publicly traded cable company (“SpinCo”) that will operate

systems serving approximately 2.5 million legacy Comcast video subscribers. SpinCo will have

a services agreement with Charter that will enable it to take advantage of Charter’s scale and

scope. Charter will form a new holding company (“New Charter”) that will own 100 percent of

Charter and acquire approximately 33 percent of SpinCo.1 Comcast shareholders, including

former TWC shareholders, are expected to own the remaining approximately 67 percent stake in

SpinCo. Comcast will hold no ownership interest in SpinCo (or Charter) and will have no role in

managing SpinCo.




1
         Charter is simultaneously filing applications to effectuate the pro forma corporate restructuring necessary
to acquire this interest in SpinCo.


        Comcast has formed SpinCo, a direct, wholly owned subsidiary named Midwest Cable,

LLC that is organized in Delaware. Comcast also has formed Midwest Cable Holdings, LLC

(“OpCo”), a Delaware-organized direct, wholly owned subsidiary of Comcast Holdings

Corporation. Comcast Holdings Corporation is in turn a direct, wholly owned subsidiary of

Comcast. Section I below describes the pro forma license assignments and transfers of control

that will occur to assign licenses and transfer control of licensees to entities that will be

subsidiaries of SpinCo following consummation of the transaction. Section II below describes

the transactions that implement the spin-off.

Section I:       Pro forma assignments of licenses and transfers of control of licensees to
                 entities that will become subsidiaries of SpinCo.

Comcast of Flint, Inc.

FRN: 0003024122

Holds registration for receive-only earth station call sign E880402.

FCC Application filed:             Form 312 registration assignment from Comcast of Flint, Inc. to
                                   Midwest Cable of Flint, LLC.

Description of the Transaction: Comcast of Flint, Inc. will convert into an LLC named
“Midwest Cable of Flint, LLC,” which results in a pro forma assignment of the above-referenced
call sign from Comcast of Flint, Inc. to Midwest Cable of Flint, LLC. The membership interests
of Midwest Cable of Flint, LLC will then be transferred from Comcast Cable Communications,
LLC to OpCo.

Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC2

FRN: 0023499551

Holds registrations for receive-only earth station call signs E3204, E2172, E6740, E2613, WE64,
E010103, and E020124.


2
         The FCC’s records identify “Comcast of Paducah, Inc.” as the licensee for call sign WE64, “Comcast of
Florida/Washington, LLC” as the licensee for call sign E010103, and “Comcast of Quincy, Inc.” as the licensee of
E020124 shown herein as owned by Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/
Washington, LLC. The FCC applications for these call signs will be filed as noted herein as license assignments
applications from the licensee as shown on the FCC’s records to Comcast of Michigan IV, LLC.


                                                       -2-


FCC Application filed:             Form 312 registration assignment from Comcast of
                                   Colorado/Florida/Michigan/New Mexico/Pennsylvania/
                                   Washington, LLC to Comcast of Michigan IV, LLC. Call signs:
                                   E3204, E2172, E6740, and E2613.

FCC Application filed:             Form 312 registration assignment from Comcast of Paducah, Inc.
                                   to Comcast of Michigan IV, LLC. Call sign: WE64.

FCC Application filed:             Form 312 registration assignment from Comcast of
                                   Florida/Washington, LLC to Comcast of Michigan IV, LLC. Call
                                   sign: E010103.

FCC Application filed:             Form 312 registration assignment from Comcast of Quincy, Inc. to
                                   Comcast of Michigan IV, LLC. Call sign: E020124.

Description of the Transaction: Comcast of Colorado/Florida/Michigan/New Mexico/
Pennsylvania/Washington, LLC will assign call signs E3204, E2172, E6740, WE64, E010103,
E020124, and E2613 and associated assets to Comcast of Michigan IV, LLC. Subsequently, the
membership interests of Comcast of Michigan IV, LLC (to be renamed “Midwest Cable of
Michigan IV, LLC”) will be transferred from Comcast Cable Communications, LLC to OpCo.

Comcast of the South

FRN: 0006132195

FCC Application filed:             Form 312 registration assignment from Comcast of the South to
                                   Midwest Cable of the South, LLC. Call signs: E980265,
                                   E980267, and E980268.

Description of the Transaction: Comcast of the South will assign call signs E980265, E980267,
and E980268 and associated assets to Midwest Cable of the South, LLC. Subsequently, the
membership interests of Midwest Cable of the South, LLC will be transferred from Comcast
Cable Communications, LLC to OpCo.

Comcast of Michigan/Mississippi/Tennessee, Inc.3

FRN: 0002211910

Holds registration for receive-only earth station call sign WJ72.

FCC Application filed:             Form 312 registration assignment from Comcast Cable Investors,
                                   LP to Comcast of Michigan IV, LLC.



3
         The FCC’s records identify “Comcast Cable Investors, LP” as the licensee for the call signs shown herein
as owned by Comcast of Mississippi/Michigan/Tennessee, Inc. The FCC applications for this entity will be filed as
license assignment applications from Comcast Cable Investors, LP to Comcast of Michigan IV, LLC.


                                                       -3-


Description of the Transaction: Comcast of Michigan/Mississippi/Tennessee, Inc. will convert
into an LLC named “Comcast of Michigan/Mississippi/Tennessee, LLC,” which results in the
pro forma assignment of the above-referenced call sign from Comcast of
Michigan/Mississippi/Tennessee, Inc. to Comcast of Michigan/Mississippi/Tennessee, LLC.
Subsequently, Comcast of Michigan/Mississippi/Tennessee, LLC will assign the above-
referenced call sign and related assets to Comcast of Michigan IV, LLC. The membership
interests of Comcast of Michigan IV, LLC (to be renamed “Midwest Cable of Michigan IV,
LLC”) will be transferred from Comcast Cable Communications, LLC to OpCo.

Comcast of Alabama, LLC 4

FRN: 0003251717

Holds CARS license call sign WBG-892, and registrations for receive-only earth station call
signs WE41, WY90, WY91, WB52, WB63, E5497, E100049, WS94, WB48, and WB49.

FCC Applications filed:            One Form 312 and one Form 327 license assignments from
                                   Comcast of Alabama, Inc. to Midwest Cable of Alabama, LLC.

Description of the Transaction: The membership interests of Comcast of Alabama, LLC
(renamed “Midwest Cable of Alabama, LLC”) will be transferred from Comcast Cable
Communications, LLC to OpCo.

Comcast of Wisconsin, Inc.

FRN: 0018261230

Holds registrations for receive-only earth station call signs E7596 and E040405.

FCC Application filed:             Form 312 registration assignment from Comcast of Wisconsin, Inc.
                                   to Midwest Cable of Wisconsin, LLC.

Description of the Transaction: Comcast of Wisconsin, Inc. will convert into an LLC named
“Midwest Cable of Wisconsin, LLC,” which results in a pro forma assignment of the above-
referenced call signs from Comcast of Wisconsin, Inc. to Midwest Cable of Wisconsin, LLC.
Subsequently, the membership interests of Midwest Cable of Wisconsin, LLC will be transferred
from Comcast Cable Communications, LLC to OpCo.




4
         The FCC’s records identify “Comcast of Alabama, Inc.” as the licensee for the call signs shown herein as
owned by Comcast of Alabama, LLC. The FCC applications for this entity will be filed as license assignment
applications from Comcast of Alabama, Inc. to Midwest Cable of Alabama, LLC.


                                                       -4-


Comcast of Indianapolis, L.P.

FRN: 0006393151

Holds registrations for receive-only earth station call signs E3025, E3026, and E3027.

FCC Application filed:             Form 312 transfer of control of Comcast of Indianapolis, L.P. from
                                   Comcast to SpinCo.

Description of the Transaction: Comcast of Indianapolis, L.P. is directly owned by Comcast of
Indianapolis, LLC (99 percent GP interest) and COM Indianapolis, LLC (one percent LP
interest). COM Indianapolis, LLC is 100 percent owned by Comcast of Indianapolis, LLC. The
membership interests of Comcast of Indianapolis, LLC (renamed “Midwest Cable of
Indianapolis, LLC”) will be transferred from Comcast Cable Communications, LLC to OpCo.
As a result, Comcast of Indianapolis, L.P. (to be renamed “Midwest Cable of Indianapolis, L.P.”)
will be an indirect, wholly owned subsidiary of OpCo.

Comcast of Fort Wayne Limited Partnership

FRN: 0003254794

Holds registrations for receive-only earth station call signs E4367, E4437, and WM32.

FCC Application filed:             Form 312 transfer of control of Comcast of Fort Wayne Limited
                                   Partnership from Comcast to SpinCo.

Description of the Transaction: Comcast of Fort Wayne Limited Partnership is directly owned
by Comcast Cable of Indiana, LLC (29 percent GP and 30 percent LP interest) and COM
Indiana, LLC (41 percent LP interest). COM Indiana, LLC is 100 percent owned by Comcast
Cable of Indiana, LLC. The membership interests of Comcast Cable of Indiana, LLC (renamed
“Midwest Cable of Indiana, LLC”) will be transferred from Comcast Cable Communications,
LLC to OpCo. As a result, Comcast of Fort Wayne Limited Partnership (to be renamed
“Midwest Cable of Fort Wayne Limited Partnership”) will be an indirect, wholly owned
subsidiary of OpCo.

Comcast of Muncie, LP5

FRN: 0008491219

Holds registration for receive-only earth station call sign E2353.

FCC Application filed:             Form 312 registration assignment from Comcast of Mt. Clemens to
                                   Midwest Cable of Muncie, LP.


5
       The FCC’s records list “Comcast of Mt. Clemens” as the licensee for the call sign shown herein as owned
by Comcast of Muncie, LP. The FCC applications for this entity will be filed as a license assignment application
from Comcast of Mt. Clemens to Midwest Cable of Muncie, LP.


                                                      -5-


Comcast of Muncie, LLC6

FRN: 0023499551

Holds registration for receive-only earth station call sign WK65.

FCC Application filed:            Form 312 registration assignment from Comcast of Colorado/
                                  Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC to
                                  Midwest Cable of Muncie, LLC.

Description of the Transaction: Comcast of Muncie, LP is directly owned by Comcast of
Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC (11 percent LP
interest) and Comcast of Muncie, LLC (88 percent LP and one percent GP interest). Comcast of
Muncie, LLC is 100 percent owned by Comcast of Colorado/Florida/Michigan/New
Mexico/Pennsylvania/Washington, LLC. The 11 percent LP interest in Comcast of Muncie, LP
(renamed “Midwest Cable of Muncie, LP”) and the 100 percent LLC membership interest in
Comcast of Muncie, LLC (renamed “Midwest Cable of Muncie, LLC”) will be transferred from
Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC to
Comcast of Indianapolis, LLC. The ownership of Comcast of Indianapolis, LLC (renamed
“Midwest Cable of Indianapolis, LLC”) will be transferred to OpCo in the manner described
above with respect to Comcast of Indianapolis, L.P. As a result, Comcast of Muncie, LP
(renamed “Midwest Cable of Muncie, LP”) and Comcast of Muncie, LLC (renamed “Midwest
Cable of Muncie, LLC”) will be indirect, wholly owned subsidiaries of OpCo.

Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North
Carolina/Virginia/Vermont, LLC

FRN: 0013431911

Holds registration for receive-only earth station call sign WP39

FCC Application filed:            Form 312 registration assignment from Comcast of
                                  Connecticut/Georgia/Massachusetts/New Hampshire/New
                                  York/North Carolina/Virginia/Vermont, LLC to Midwest Cable of
                                  the South, LLC.

Description of the Transaction: Two of Comcast of Connecticut/Georgia/Massachusetts/New
Hampshire/New York/North Carolina/Virginia/Vermont, LLC’s controlling corporate parents,
Comcast MO Group, Inc., and Comcast of Georgia/Virginia, Inc., will be converted from
corporations to LLCs. Subsequently, the above-referenced call sign and associated assets will be
assigned from Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North
Carolina/Virginia/Vermont, LLC to Midwest Cable of the South, LLC. The membership
6
         Call sign WK65 was recently assigned on a pro forma basis to Comcast of Muncie, LLC’s immediate
corporate parent, Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC. As
Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington, LLC will not be transferred to
SpinCo, call sign WK65 will be assigned to Comcast of Muncie, LLC, which will undergo the transaction steps
shown above.


                                                      -6-


interests of Midwest Cable of the South, LLC will be transferred from Comcast Cable
Communications, LLC to OpCo.

Comcast of Kentucky/Tennessee/Virginia, LLC

FRN: 0006329247

Holds license for CARS call sign WLY-894

FCC Application filed:             Form 327 license assignment from Comcast of
                                   Kentucky/Tennessee/Virginia, LLC to Midwest Cable of the
                                   South, LLC.

Description of the Transaction: The above-referenced call sign and associated assets will be
assigned from Comcast of Kentucky/Tennessee/Virginia, LLC to Midwest Cable of the South,
LLC. The membership interests of Midwest Cable of the South, LLC will be transferred from
Comcast Cable Communications, LLC to OpCo.

Comcast of Sterling Heights, LLC7

FRN: 0007322696

Holds registration for receive-only earth station call sign E5457.

FCC Application filed:             Form 312 registration assignment from Comcast of Sterling
                                   Heights, Inc. to Midwest Cable of Sterling Heights, LLC.

Description of the Transaction: Comcast of Sterling Heights, LLC is 100 percent owned by
Comcast Cablevision of Southeast Michigan, Inc. Comcast Cablevision of Southeast Michigan,
Inc. will be converted to an LLC named Midwest Cable of Southeast Michigan, LLC.
Subsequently, the membership interests of Midwest Cable of Southeast Michigan, LLC will be
transferred from Comcast Cable Communications, LLC to OpCo. As a result, Comcast of
Sterling Heights, LLC (renamed “Midwest Cable of Sterling Heights, LLC”) will be an indirect,
wholly owned subsidiary of OpCo.

Comcast of Shelby, LLC8

FRN: 0006321012

Holds registration for receive-only earth station call sign E3926.

7
         The FCC’s records identify “Comcast of Sterling Heights Inc.” as the licensee for the call sign shown
herein as owned by Comcast of Sterling Heights, LLC. The FCC application for this entity will be filed as a license
assignment application from Comcast of Sterling Heights Inc. to Midwest Cable of Sterling Heights, LLC.
8
         The FCC’s records identify “Comcast of Shelby, Inc.” as the licensee for the call sign shown herein as
owned by Comcast of Shelby, LLC. The FCC application for this entity will be filed as a license assignment
application from Comcast of Shelby, Inc. to Midwest Cable of Shelby, LLC.


                                                        -7-


FCC Application filed:             Form 312 registration assignment from Comcast of Shelby, Inc. to
                                   Midwest Cable of Shelby, LLC.

Description of the Transaction: Comcast of Shelby, LLC is 100 percent owned by Comcast of
Macomb County, LLC, which is 100 percent owned by Comcast Cablevision of Southeast
Michigan, Inc. Comcast Cablevision of Southeast Michigan, Inc. will be converted to an LLC
named Midwest Cable of Southeast Michigan, LLC. Subsequently, the membership interests of
Midwest Cable of Southeast Michigan, LLC will be transferred from Comcast Cable
Communications, LLC to OpCo. As a result, Comcast of Shelby, LLC (renamed “Midwest
Cable of Shelby, LLC”) will be an indirect, wholly owned subsidiary of OpCo.

Comcast of Warren, LLC9

FRN: 0006321699

Holds registration for receive-only earth station call sign E3928.

FCC Application filed:             Form 312 registration assignment from Comcast of Warren to
                                   Midwest Cable of Warren, LLC.

Description of the Transaction: Comcast of Warren, LLC is directly owned by Comcast of
Warren I, LLC (80 percent) and Comcast of Macomb County, LLC (20 percent). Comcast of
Warren I, LLC is directly 100 percent owned by Comcast of Macomb County, LLC. Comcast of
Macomb County, LLC is directly 100 percent owned by Comcast Cablevision of Southeast
Michigan, Inc. Comcast Cablevision of Southeast Michigan, Inc. will convert to an LLC named
Midwest Cable of Southeast Michigan, LLC. Subsequently, the membership interests of
Midwest Cable of Southeast Michigan, LLC will be transferred from Comcast Cable
Communications, LLC to OpCo. As a result, Comcast of Warren, LLC (renamed “Midwest
Cable of Warren, LLC”) will be an indirect, wholly owned subsidiary of OpCo.

Comcast of Clinton, LLC10

FRN: 0006321665

Holds registration for receive-only earth station call sign E3925.

FCC Application filed:             Form 312 registration assignment from Comcast of Clinton to
                                   Midwest Cable of Clinton, LLC



9
       The FCC’s records identify “Comcast of Warren” as the licensee for the call sign shown herein as owned
by Comcast of Warren, LLC. The FCC application for this entity will be filed as a license assignment application
from Comcast of Warren to Midwest Cable of Warren, LLC.
10
       The FCC’s records identify “Comcast of Clinton” as the licensee for the call sign shown herein as owned
by Comcast of Clinton, LLC. The FCC application for this entity will be filed as a license assignment application
from Comcast of Clinton to Midwest Cable of Clinton, LLC.


                                                       -8-


Description of the Transaction: Comcast of Clinton, LLC is directly owned by Comcast of
Clinton MI, LLC (80 percent) and Clinton Cable TV Investors, LLC (20 percent). Clinton Cable
TV Investors, LLC is 100 percent directly owned by Comcast of Mt. Clemens I, LLC. Comcast
of Clinton MI, LLC is directly 100 percent owned by Comcast of Macomb County, LLC. Both
Comcast of Macomb County, LLC and Comcast of Mt. Clemens I, LLC are 100 percent directly
owned by Comcast Cablevision of Southeast Michigan, Inc. Comcast Cablevision of Southeast
Michigan, Inc. will convert to an LLC named Midwest Cable of Southeast Michigan, LLC.
Subsequently, the membership interests of Midwest Cable of Southeast Michigan, LLC will be
transferred from Comcast Cable Communications, LLC to OpCo. As a result, Comcast of
Clinton, LLC (renamed “Midwest Cable of Clinton, LLC”) will be an indirect, wholly owned
subsidiary of OpCo.

Comcast of California/Massachusetts/Michigan/Utah, Inc.

FRN: 0003578986

Holds registrations for receive-only earth station call signs E960287 and WK40.

FCC Application filed:       Form 312 registration assignment from Comcast of California/
                             Massachusetts/Michigan/Utah, Inc. to Comcast of Michigan, LLC.

Description of the Transaction: The above-referenced call signs and associated assets will be
assigned from Comcast of California/Massachusetts/Michigan/Utah, Inc. to Comcast of
Michigan, LLC. The membership interests of Comcast of Michigan, LLC (to be renamed
“Midwest Cable of Michigan, LLC”) will be transferred from Comcast MO of Delaware, LLC to
OpCo.

Comcast of Michigan, LLC

FRN: 0007466733

Holds registrations for receive-only earth station call signs WT78 and WH97.

FCC Application filed:       Form 312 transfer of control of Comcast of Michigan, LLC from
                             Comcast to SpinCo.

Description of the Transaction: Two of Comcast of Michigan, LLC’s controlling corporate
parents, Comcast MO Group, Inc., and Comcast of Georgia/Virginia, Inc., will be converted
from corporations to LLCs. Subsequently, the membership interests of Comcast of Michigan,
LLC (to be renamed “Midwest Cable of Michigan, LLC”) will be transferred from Comcast MO
of Delaware, LLC to OpCo.

Comcast of Minnesota, Inc.

FRN: 0004996328

Holds registrations for receive-only earth station call signs E8076, E860401, E860402, E860403,
E860457, E860458, E860459, and E990063.

                                              -9-


FCC Application filed:        Form 312 registration assignment from Comcast of Minnesota, Inc.
                              to Midwest Cable of Minnesota, LLC.

Description of the Transaction: Three of Comcast of Minnesota, LLC’s controlling corporate
parents, Comcast MO Group, Inc., Comcast of Georgia/Virginia, Inc., and Comcast MO of
Minnesota, Inc., will be converted from corporations to LLCs. Comcast of Minnesota, Inc. will
then convert into an LLC named “Midwest Cable of Minnesota, LLC,” which results in a pro
forma assignment of the above-referenced call signs from Comcast of Minnesota, Inc. to
Midwest Cable of Minnesota, LLC. Subsequently, the membership interests of Midwest Cable
of Minnesota, LLC will be transferred from Comcast MO of Minnesota, LLC to OpCo.

Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee, Inc.

FRN: 0013429956

Holds registration for receive-only earth station call sign E3387.

FCC Application filed:        Form 312 registration assignment from Comcast of
                              Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee, Inc.
                              to Midwest Cable of Minnesota, LLC.

Description of the Transaction: Three of Comcast of Arkansas/Florida/Louisiana/Minnesota/
Mississippi/Tennessee, Inc.’s controlling corporate parents, Comcast MO Group, Inc., Comcast
of Georgia/Virginia, Inc., and MOC Holdco II, Inc., will be converted from corporations to
LLCs. Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee, Inc. will then
convert into an LLC named Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/
Tennessee, LLC. Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee,
LLC will assign the above-referenced call sign and associated assets to Midwest Cable of
Minnesota, LLC. Subsequently, the membership interests of Midwest Cable of Minnesota, LLC
will be transferred from MOC Holdco II, LLC to OpCo.

Comcast of Minnesota/Wisconsin, Inc.

FRN: 0004996427

Holds registrations for receive-only earth station call signs E859629 and E8818.

FCC Application filed:        Form 312 registration assignment from Comcast of
                              Minnesota/Wisconsin, Inc. to Midwest Cable of
                              Minnesota/Wisconsin, LLC.

Description of the Transaction: Two of Comcast of Minnesota/Wisconsin, Inc.’s controlling
corporate parents, Comcast MO Group, Inc. and Comcast of Georgia/Virginia, Inc., will be
converted from corporations to LLCs. Comcast of Minnesota/Wisconsin, Inc. will then convert
into an LLC named “Midwest Cable of Minnesota/Wisconsin, LLC,” which results in a pro
forma assignment of the above-referenced call signs from Comcast of Minnesota/Wisconsin, Inc.
to Midwest Cable of Minnesota/Wisconsin, LLC. Subsequently, the membership interests of


                                               - 10 -


Midwest Cable of Minnesota/Wisconsin, LLC will be transferred from Comcast of
Georgia/Massachusetts, LLC to OpCo.

Comcast of Michigan III, Inc.

FRN: 0001711589

Holds registration for receive-only earth station call sign WE77.

FCC Application filed:        Form 312 registration assignment from Comcast of Michigan III,
                              Inc. to Midwest Cable of Michigan III, LLC.

Description of the Transaction: Comcast of Michigan III, Inc. will convert into an LLC named
“Midwest Cable of Michigan III, LLC,” which results in a pro forma assignment of the above-
referenced call sign from Comcast of Michigan III, Inc. to Midwest Cable of Michigan III, LLC.
Subsequently, the membership interests of Midwest Cable of Michigan III, LLC will be
transferred from Comcast of California XII, LLC to OpCo.

Comcast of Michigan I, Inc.

FRN: 0001609643

Holds registration for receive-only earth station call sign E6003.

FCC Application filed:        Form 312 registration assignment from Comcast of Michigan I,
                              Inc. to Midwest Cable of Michigan I, LLC.

Description of the Transaction: Comcast of Michigan I, Inc. will convert to an LLC named
“Midwest Cable of Michigan I, LLC,” which results in a pro forma assignment of the above-
referenced call sign from Comcast of Michigan I, Inc. to Midwest Cable of Michigan I, LLC.
The membership interests of Midwest Cable of Michigan I, LLC will be transferred from TCI
Central, LLC to OpCo.

Comcast of California/Connecticut/Michigan

FRN: 0001607639

Holds registrations for receive-only earth station call signs E860753, E2010, E6448, WZ62,
WE61, and WG48.

FCC Application filed:        Form 312 registration assignment from Comcast of
                              California/Connecticut/Michigan to Comcast of Michigan, LLC.

Description of the Transaction: Comcast of California/Connecticut/Michigan will assign the
above-referenced call signs and associated assets to Comcast of Michigan, LLC. Subsequently,
the membership interests of Comcast of Michigan, LLC (to be renamed “Midwest Cable of
Michigan, LLC”) will be transferred to OpCo.



                                               - 11 -


Comcast of Georgia/Michigan, LP

FRN: 0001545292

Holds registration for receive-only earth station call sign E5265.

FCC Application filed:        Form 312 registration assignment from Comcast of Georgia/
                              Michigan, LP to Comcast of Michigan, LLC.

Description of the Transaction: Two of Comcast of Georgia/Michigan, LP’s controlling
corporate parents, TCI Southeast, Inc. and Comcast of California/Colorado/Florida/Oregon, Inc.,
will be converted from corporations to LLCs. The above-referenced call sign and associated
assets will be assigned from Comcast of Georgia/Michigan, LP to Comcast of Michigan, LLC.
The membership interests of Comcast of Michigan, LLC (to be renamed “Midwest Cable of
Michigan, LLC”) will be transferred from Comcast MO of Delaware, LLC to OpCo.

Comcast of Illinois/Indiana/Ohio, LLC

FRN: 0016372625

Holds registrations for receive-only earth station call signs E4720, E5417, E870436, E2020,
E3236, WL32, E3950, E4173, WU52, E6738, WX23, WX28, and E000266.

FCC Application filed:        Form 312 registration assignment from Comcast of Illinois/
                              Indiana/Ohio, LLC to Comcast of Indianapolis, L.P. Call signs:
                              E4720, E5417, E870436, E2020, E3236, WL32, E3950, E4173,
                              WU52, E6738, WX23, and WX28.

FCC Application filed:        Form 312 registration assignment from Comcast of Illinois/
                              Indiana/Ohio, LLC to Midwest Cable of the South, LLC. Call
                              sign: E000266.

Description of the Transaction: Comcast of Illinois/Indiana/Ohio, LLC will assign call signs
E4720, E5417, E870436, E2020, E3236, WL32, E3950, E4173, WU52, E6738, WX23, and
WX28 and associated assets to Comcast of Indianapolis, L.P. Comcast of Illinois/Indiana/Ohio,
LLC will assign call sign E000266 and associated assets to Midwest Cable of the South, LLC.
Subsequently, the membership interests of Midwest Cable of the South, LLC will be transferred
from Comcast Cable Communications, LLC to OpCo, and the ownership of Comcast of
Indianapolis, L.P. (to be renamed “Midwest Cable of Indianapolis, L.P.”) will be transferred to
OpCo in the manner described above with respect to Comcast of Indianapolis, L.P.

Comcast of Indiana/Kentucky/Utah

FRN: 0006038673

Holds registrations for receive-only earth station call signs E920423, E6291, E940406, E5525,
and WH40.


                                               - 12 -


FCC Application filed:        Form 312 registration assignment from Comcast of
                              Illinois/Indiana/Ohio, LLC to Comcast of Indianapolis, L.P. Call
                              signs: E6291, E940406, and E5525.

FCC Application filed:        Form 312 registration assignment from Comcast of
                              Illinois/Indiana/Ohio, LLC to Comcast of Fort Wayne Limited
                              Partnership. Call sign: E920423.

FCC Application filed:        Form 312 registration assignment from Comcast of
                              Illinois/Indiana/Ohio, LLC to Midwest Cable of the South, LLC.
                              Call sign: WH40.

Description of the Transaction: Comcast of Indiana/Kentucky/Utah will assign call signs E6291,
E940406, and E5525 and associated assets to Comcast of Indianapolis, L.P. Comcast of
Indiana/Kentucky/Utah will assign call sign E920423 and associated assets to Comcast of Fort
Wayne Limited Partnership. Comcast of Indiana/Kentucky/Utah will assign call sign WH40 and
associated assets to Midwest Cable of the South, LLC. Subsequently, the membership interests
of Midwest Cable of the South, LLC will be transferred from Comcast Cable Communications,
LLC to OpCo, and the ownership of Comcast of Indianapolis, L.P. (to be renamed “Midwest
Cable of Indianapolis, L.P.”) and Comcast of Fort Wayne Limited Partnership (to be renamed
“Midwest Cable of Fort Wayne Limited Partnership”) will be transferred to OpCo in the manner
described above with respect to Comcast of Indianapolis, L.P. and Comcast of Fort Wayne
Limited Partnership.

Section II:    Transactions that implement the spin-off.

       After the above steps are completed, OpCo will convert from an LLC to a corporation,

and Comcast Holdings Corporation will distribute 100 percent of the stock of OpCo to Comcast

Corporation, which will then contribute 100 percent of the stock of OpCo to SpinCo. SpinCo

will then convert from an LLC to a corporation named “Midwest Cable, Inc.” The ownership

structure of SpinCo and its subsidiaries following all of the steps described above is depicted in

the first diagram attached hereto as Exhibit 1. Comcast will distribute 100 percent of the stock of

SpinCo to Comcast shareholders, including the former TWC shareholders, as of a record date to

be determined by Comcast’s Board of Directors. The ownership structure of SpinCo and its

subsidiaries following the spin-off is depicted in the second diagram attached hereto as Exhibit 1.

Immediately following that spin-off of SpinCo to Comcast shareholders, a wholly owned

subsidiary of New Charter will merge into SpinCo, with SpinCo surviving the merger (SpinCo

                                               - 13 -


may be renamed in connection with such merger, and OpCo and the other direct and indirect

subsidiaries of OpCo also may be renamed thereafter). New Charter will receive an

approximately 33 percent interest in SpinCo; the remaining interest in SpinCo will continue to be

held by the Comcast shareholders in the aggregate. Comcast will thereafter have no debt or

equity interest in SpinCo or Charter. In exchange for the approximately one-third interest in

SpinCo received by New Charter, Comcast shareholders, including former TWC shareholders,

will receive in the aggregate an approximately 13 percent interest in New Charter.




                                              - 14 -


Exhibit 1


                                                                                                                                           Midwest Cable, Inc.
                                                                                     Comcast Corporation
                                                                                                                                       Structure Immediately Prior
                                                                                           100%                                                 To Spin-off
                                                                                                                                            Title III Licensees
                                                                                     Midwest Cable, Inc.
                                                                                           100%

                                                                                 Midwest Cable Holdings, Inc.


                   100%                                              100%                                       100%
              Midwest Cable of                           Midwest Cable of
              Indianapolis, LLC                            Indiana, LLC                          Midwest Cable of Southeast Michigan, LLC
     100%                                                         100%                                            100%
                                   100%                                                                                                        100%
MC Indianapolis,              Midwest Cable of                                                      Midwest Cable of Macomb
     LLC                                              MC Indiana, LLC
                                Muncie, LLC                                                              County, LLC                       Midwest Cable of
                                                                     29% GP                                                              Sterling Heights, LLC
                                                   41% LP                                           100%
                                                                     30% LP
                                                                                                                                       100%
 1% LP       99% GP         11%                                                              Midwest Cable of
                             LP
                                    1% GP, 88% LP            Midwest Cable of
                                                                                               Shelby, LLC                          Midwest Cable of
                                                            Fort Wayne Limited
                                                                                                                                     Warren I, LLC
  Midwest Cable of          Midwest Cable of                    Partnership               100%                    100%
  Indianapolis, L.P.          Muncie, LP                                                                                         20%     80%
                                                                     Midwest Cable of Mt.             Midwest Cable of
                                                                                                                                  Midwest Cable of
                                                                       Clemens I, LLC                 Clinton MI, LLC
                                                                                                                                    Warren, LLC
                                                                            100%                                  100%
                                                                             Clinton Cable TV                   Mt. Clemens Cable
                                                                              Investors, LLC                    TV Investors, LLC
                                                                                   20%                    80%

                                                                                   Midwest Cable of
                                                                                     Clinton, LLC
         Midwest Cable                                                                                            20%                          Midwest Cable of
          of Flint, LLC                                                                                                                         the South, LLC
                                                                                    80%
                                                                                            Midwest Cable of
                                                                                            Mt. Clemens, LLC
                   100%                                                                                                                          100%




            100%                  100%                  100%              100%                     100%                   100%                 100%                100%

  Midwest Cable           Midwest Cable        Midwest Cable             Midwest Cable           Midwest Cable           Midwest Cable        Midwest Cable
                                                                                                                                                                   Midwest Cable
   of Michigan,           of Michigan I,       of Michigan III,          of Michigan IV,         of Wisconsin,           of Minnesota,         of Minnesota/
                                                                                                                                                                  of Alabama, LLC
       LLC                     LLC                  LLC                       LLC                    LLC                      LLC             Wisconsin, LLC


                                                                                     Midwest Cable, Inc.                                  Midwest Cable, Inc.
                                                                                                                                       Post-Transaction Structure
                                                                                           100%                                            Title III Licensees
                                                                                 Midwest Cable Holdings, Inc.


                   100%                                              100%                                       100%
              Midwest Cable of                           Midwest Cable of
              Indianapolis, LLC                            Indiana, LLC                          Midwest Cable of Southeast Michigan, LLC
     100%                                                         100%                                            100%
                                   100%                                                                                                        100%
MC Indianapolis,              Midwest Cable of                                                      Midwest Cable of Macomb
     LLC                                              MC Indiana, LLC
                                Muncie, LLC                                                              County, LLC                       Midwest Cable of
                                                                     29% GP                                                              Sterling Heights, LLC
                                                   41% LP                                           100%
                                                                     30% LP
                                                                                                                                       100%
 1% LP       99% GP         11%                                                              Midwest Cable of
                             LP
                                    1% GP, 88% LP            Midwest Cable of
                                                                                               Shelby, LLC                          Midwest Cable of
                                                            Fort Wayne Limited
                                                                                                                                     Warren I, LLC
  Midwest Cable of          Midwest Cable of                    Partnership               100%                    100%
  Indianapolis, L.P.          Muncie, LP                                                                                         20%     80%
                                                                     Midwest Cable of Mt.             Midwest Cable of
                                                                                                                                  Midwest Cable of
                                                                       Clemens I, LLC                 Clinton MI, LLC
                                                                                                                                    Warren, LLC
                                                                            100%                                  100%
                                                                             Clinton Cable TV                   Mt. Clemens Cable
                                                                              Investors, LLC                    TV Investors, LLC
                                                                                   20%                    80%

                                                                                   Midwest Cable of
                                                                                     Clinton, LLC
         Midwest Cable                                                                                            20%                          Midwest Cable of
          of Flint, LLC                                                                                                                         the South, LLC
                                                                                    80%
                                                                                            Midwest Cable of
                                                                                            Mt. Clemens, LLC
                   100%                                                                                                                          100%




            100%                  100%                  100%              100%                     100%                   100%                 100%                100%

  Midwest Cable           Midwest Cable        Midwest Cable             Midwest Cable           Midwest Cable           Midwest Cable        Midwest Cable
                                                                                                                                                                   Midwest Cable
   of Michigan,           of Michigan I,       of Michigan III,          of Michigan IV,         of Wisconsin,           of Minnesota,         of Minnesota/
                                                                                                                                                                  of Alabama, LLC
       LLC                    LLC                   LLC                       LLC                    LLC                      LLC             Wisconsin, LLC


              CROSS-REFERENCE TO PUBLIC INTEREST STATEMENT



        Please refer to the FCC Form 312 for the transfer of control of Comcast of Michigan,
LLC from Comcast Corporation to Midwest Cable, Inc., lead call sign WH97, for a copy of the
public interest statement.



Document Created: 2014-06-04 20:50:24
Document Modified: 2014-06-04 20:50:24

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