On July 9, 2012, A&E Television Networks, LLC ("A&E") agreed to redeem NBCUniversal's entire 15.8% equity interest for $3,025,000,000. The redemption price will be paid solely in cash, although under certain limited circumstances as described in the redemption agreement, it will be paid in cash and in the form of a senior note issued by A&E.

The consummation of the transaction is subject to certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the redemption agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference.

Item 9.01. Exhibits

Exhibit
Number        Description

2.1           Unit Redemption Agreement dated as of July 9, 2012 by and among A&E
              Television Networks, LLC, NBC-A&E Holding, LLC, Disney/ABC
              International Television, Inc., Cable LT Holdings, Inc., ABC
              Enterprises, Inc., Hearst Communications, Inc., Hearst Holdings,
              Inc., and Hearst LT Inc.