ANSCHUTZ PHILIP F

SEC source: 0000899243-18-005798 · doc4.xml · nonDerivative · entry 2

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

F1 · price: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2017, by and among Regal Entertainment Group (the "Company"), Cineworld Group plc (the "Parent"), Crown Intermediate Holdco, Inc. and Crown Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on December 5, 2017, and by which the Company became a wholly-owned, indirect subsidiary of the Parent on February 28, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of the Company's Class A Common Stock and Class B Common Stock was cancelled and converted into the right to receive $23.00 per share in cash, without interest and subject to deduction for any required withholding tax.

F2 · ownership.nature: Philip F. Anschutz is the sole shareholder of The Anschutz Corporation.

SEC source: 0000899243-18-005798 · doc4.xml · nonDerivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

F1 · price: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2017, by and among Regal Entertainment Group (the "Company"), Cineworld Group plc (the "Parent"), Crown Intermediate Holdco, Inc. and Crown Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on December 5, 2017, and by which the Company became a wholly-owned, indirect subsidiary of the Parent on February 28, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of the Company's Class A Common Stock and Class B Common Stock was cancelled and converted into the right to receive $23.00 per share in cash, without interest and subject to deduction for any required withholding tax.

F2 · ownership.nature: Philip F. Anschutz is the sole shareholder of The Anschutz Corporation.

SEC source: 0000899243-17-028685 · doc4.xml · nonDerivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 12,440,000

F1 · ownership.nature: Philip F. Anschutz is the sole member of The Anschutz Corporation which is the registered owner of the reported securities.

SEC source: 0001123292-17-000722 · edgar.xml · derivative · entry 1

REGAL CINEMAS INC · CIK 0000905035 · Director · 10% owner

REGAL ENTERTAINMENT GROUP · CIK 0001168696 · Director · 10% owner

Regal Entertainment Holdings, Inc. · CIK 0001389065 · Director · 10% owner

REGAL CINEMAS CORP · CIK 0001172371 · Director · 10% owner

Regal CineMedia CORP · CIK 0001389064 · Director · 10% owner

Regal CineMedia Holdings, LLC · CIK 0001389063 · Director · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Reporting Entities

Disclosed balance after: 27,574,620

Underlying: Common Stock of National CineMedia, Inc. · 501,919 shares

Expires not disclosed

F1 · derivative.exercise_date: Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.

F1 · derivative.expiration_date: Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.

F2 · balance_after: The reported securities are owned indirectly by Regal Cinemas, Inc., Regal Entertainment Group, Regal Entertainment Holdings, Inc., Regal Cinemas Corporation, Regal CineMedia Corporation, Regal CineMedia Holdings, LLC, The Anschutz Corporation (formerly known as Anschutz Company) and Philip F. Anschutz. The Anschutz Corporation and Philip F. Anschutz disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

SEC source: 0001571049-17-001238 · t1700362.xml · nonDerivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 18,440,000

F1 · ownership.nature: Philip F. Anschutz is the sole member of The Anschutz Corporation which is the registered owner of the reported securities.

SEC source: 0001635698-16-000090 · anschutz2.xml · nonDerivative · entry 2

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By AFIC II LLC

Disclosed balance after: 0

F2 · ownership.nature: AC is the manager and one percent owner of AFIC II LLC ("AFIC II") and may be deemed to beneficially own all shares held by AFIC II.

SEC source: 0001635698-16-000090 · anschutz2.xml · nonDerivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · 10% owner

ANSCHUTZ Corp · CIK 0001022325 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 24,000,000

F1 · ownership.nature: Philip F. Anschutz is the sole member of The Anschutz Corporation ("AC") which is the registered owner of the securities.

SEC source: 0000100885-06-000155 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,697

Underlying: Common Stock · 576 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0001341447-06-000006 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_price: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F1 · price: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_date: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.expiration_date: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F1 · balance_after: On May 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 200,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following December 17, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the closing price (the "Settlement Price") of the common stock on December 17, 2009 is less than or equal to $96.4636 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $135.0490 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on May 22, 2006 an aggregate prepayment amount of $15,000,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 200,000 shares of common stock to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz owns 100% of the capital stock of Anschutz Company, which owns 100% of the capital stock of The Anschutz Corporation. The Anschutz Corporation is the registered owner of the securities indicated.

SEC source: 0001341447-06-000004 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_price: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · shares: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · shares: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · shares: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · price: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_date: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · derivative.expiration_date: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F1 · balance_after: On April 25, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 207,543 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following November 23, 2009 (the "Settlement Date") a number of shares of common stock equal to the product of (i) the applicable Base Amount, multiplied by (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the closing price (the "Settlement Price") of the common stock on November 23, 2009 is less than or equal to $96.3654 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $134.9116 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on April 28, 2006 an aggregate prepayment amount of $15,600,000. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 207,543 shares of common stock to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz owns 100% of the capital stock of Anschutz Company, which owns 100% of the capital stock of The Anschutz Corporation. The Anschutz Corporation is the registered owner of the securities indicated.

SEC source: 0000100885-06-000118 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,121

Underlying: Common Stock · 328 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0001221662-06-000023 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_price: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F1 · price: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_date: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.expiration_date: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F1 · balance_after: On March 20, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 100,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following September 17, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the closing price (the "Settlement Price") of the common stock on September 17, 2010 is less than or equal to $91.3190 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $127.8466 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on March 23, 2006 an aggregate prepayment amount of $6,953,941.85. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 100,000 shares of common stock to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz owns 100% of the capital stock of Anschutz Company, which owns 100% of the capital stock of The Anschutz Corporation. The Anschutz Corporation is the registered owner of the securities indicated.

SEC source: 0001221662-06-000016 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_price: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · shares: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · shares: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · shares: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · price: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.exercise_date: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.expiration_date: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F1 · balance_after: On February 17, 2006, The Anschutz Corporation entered into a forward sale contract (the "Contract") that relates to an aggregate of 250,000 shares of common stock (the "Base Amount"). The Contract provides that The Anschutz Corporation will deliver on one settlement cycle following August 2, 2010 (the "Settlement Date") a number of shares of common stock equal to (i) the applicable Base Amount, and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the closing price (the "Settlement Price") of the common stock on August 2, 2010 is less than or equal to $86.5497 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $121.1696 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on February 23, 2006 an aggregate prepayment amount of $16,476,900. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged 250,000 shares of common stock to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz owns 100% of the capital stock of Anschutz Company, which owns 100% of the capital stock of The Anschutz Corporation. The Anschutz Corporation is the registered owner of the securities indicated.

SEC source: 0000100885-06-000028 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,100

Underlying: Common Stock · 2,100 shares

Expires 2016-01-26

SEC source: 0000100885-06-000010 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,793

Underlying: Common Stock · 387 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-05-000228 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,406

Underlying: Common Stock · 430 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0001235110-05-000083 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · security: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_price: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_price: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · shares: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · shares: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · shares: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · price: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · price: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_date: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.exercise_date: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.expiration_date: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.expiration_date: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · derivative.underlying_shares: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · balance_after: On August 31, 2005, The Anschutz Corporation entered into a confirmation that set the terms of a forward sale contract (the "Contract") relating to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver on May 6, 2010, a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the closing price of the common stock on the 10 consecutive trading days beginning on April 19, 2010 (the "Settlement Price") is less than or equal to $69.6332 (the "Forward Floor Price"), the Exchange Rate will be one; (b) If the Settlement Price is greater than the Forward Floor Price but less than $97.4865 (the "Forward Cap Price"), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

F3 · balance_after: In consideration for its commitments under the Contract, The Anschutz Corporation will receive on or about September 1, 2005 an aggregate purchase price of $10,479,796.60. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, one or more of the Base Amount, the Settlement Price, the Forward Floor Price and the Forward Cap Price is subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz is the indirect owner of 100% of the capital stock of The Anschutz Corporation, which is the registered owner of the securities indicated.

SEC source: 0000100885-05-000212 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,976

Underlying: Common Stock · 470 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-05-000181 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,506

Underlying: Common Stock · 440 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-05-000074 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,050

Underlying: Common Stock · 3,050 shares

Expires 2015-01-27

SEC source: 0000100885-05-000010 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,066

Underlying: Common Stock · 452 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-04-000185 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,614

Underlying: Common Stock · 510 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-04-000164 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,104

Underlying: Common Stock · 510 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-04-000136 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,594

Underlying: Common Stock · 501 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-04-000072 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,750

Underlying: Common Stock · 2,750 shares

Expires 2014-01-29

SEC source: 0001172578-04-000004 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_price: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · shares: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · shares: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · shares: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · price: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_date: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.expiration_date: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F1 · balance_after: On January 5, 2004, The Anschutz Corporation entered into a pricing schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Contract relates to 200,000 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in January 2015 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the average closing price (the "Maturity Price') of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $66.2298 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than 150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on January 8, 2004 an aggregate purchase price of $10,199,389.20. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated December 5, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of common stock equal to the Base Amount to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz is the indirect owner of 100% of the capital stock of The Anschutz Corporation, which is the registered owner of the securities indicated.

SEC source: 0000100885-04-000010 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,093

Underlying: Common Stock · 430 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-03-000056 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,663

Underlying: Common Stock · 493 shares

Expires not disclosed

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement.

F2 · derivative.expiration_date: Phantom Stock Units are payable in cash only commencing at retirement.

SEC source: 0000100885-03-000021 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,170

Underlying: Common Stock · 498 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0001221662-03-000011 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · 0 shares

Expires 1988-08-08

F1 · security: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_price: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · shares: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · shares: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · shares: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · price: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_date: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.expiration_date: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · balance_after: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz is the indirect owner of 100% of the capital stock of The Anschutz Corporation, which is the registered owner of the securities indicated.