Anschutz Company and Subsidiaries - Page 3

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                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are so found.               
          The stipulation of facts and the attached exhibits are                      
          incorporated herein by this reference.  At the time the petition            
          was filed, petitioners were Delaware corporations with their                
          principal place of business in Denver, Colorado.                            
          I.   Corporate Structure                                                    
               Evergreen Leasing Corporation (Evergreen) was incorporated             
          on June 10, 1966.  Evergreen was primarily in the boxcar leasing            
          business, but part of its charter indicated that Evergreen would            
          provide telecommunications services.  On March 20, 1989,                    
          Evergreen’s name was changed to Southern Pacific                            
          Telecommunications Corporation (SP Telecom).  In April 1995, SP             
          Telecom’s name was changed to Qwest.3                                       
               Qwest was formerly a wholly owned subsidiary of Southern               
          Pacific Transportation Company (Southern Pacific).  On September            
          30, 1991, Southern Pacific divested itself of its common stock              
          interest in Qwest.  As a result, Qwest became a 75-percent-owned            
          subsidiary of Anschutz Company.  On November 5, 1993, Anschutz              
          Company purchased another 15 percent of Qwest.  In August 1995,             
          Anschutz Company purchased the remaining 10 percent of Qwest,               


               3 For convenience purposes, Qwest and its previous business            
          forms will be referred to as “Qwest”.                                       





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