DENVER, November 28, 1998 ? Qwest Communications International Inc. (NASDAQ: QWST) today announced that its principal stockholder, Anschutz Company ("Anschutz"), will enter into a transaction that is expected to accelerate the time when Qwest can begin using pooling accounting for business combinations, while retaining Anschutz participation in any future appreciation in the value of the Qwest shares involved in the transaction. Qwest will not receive any proceeds from the transaction.

Anschutz will transfer to a nonaffiliated trust approximately nine million shares of Qwest common stock, which will reduce Anschutz beneficial ownership of Qwest shares below 50 percent. The trust will then issue its own securities that will be exchanged in five years for all or a portion of the shares transferred to the trust (or, in certain limited circumstances, the cash equivalent). Investors in the trust?s securities will earn quarterly cash interest payments funded by U.S. treasury securities to be acquired by the trust. The transaction has been structured so that Anschutz will continue to share in future increases in the value of the Qwest stock transferred to the trust.

After the transaction, Anschutz will continue to own approximately 160 million shares of Qwest common stock (representing approximately 48 percent of Qwest?s issued and outstanding shares).

By reducing Anschutz ownership below 50 percent, Qwest should be able to use pooling accounting for business combinations effected two or more years after the transfer of shares to the trust, assuming other requirements for pooling are satisfied and there are no substantial changes in current rules for its use.

Joseph P. Nacchio, president and CEO of Qwest, said, "We are extremely pleased that Anschutz was willing to enter into this transaction to increase Qwest?s flexibility in future business combinations."

Cannon Y. Harvey, president of Anschutz Company, said, "Although we were reluctant to enter into a transaction with any of our shares at this time, we recognize the benefits to Qwest of accelerating the time when it can use pooling accounting for business combinations. We are pleased that this transaction could be structured in a manner that permits Anschutz to retain a significant portion of any future appreciation in the Qwest stock transferred to the trust."

Anschutz expects the transaction to be completed by the end of the fourth quarter of 1998.

The trust?s securities will be sold in a private placement under Rule 144A under the Securities Act of 1933 solely to qualified institutional investors.


This news release is not an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the trust?s securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of that state. The trust?s securities will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements.



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