QWEST CORP — Capital/Financing Update 2011

Jun 1, 2011

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Filed pursuant to Rule 433 Registration no. 333-156101-03

Qwest Corporation

$575,000,000 7.375% Notes due 2051

Pricing Term Sheet

Date: June 1, 2011

Issuer:	Qwest Corporation
Security:	$575,000,000 7.375% Notes due 2051
Anticipated Ratings (Moody’s / S&P / Fitch)*:	Baa3 / BBB- / BBB-
Principal Amount:	$575,000,000
Over-allotment Option:	$86,250,000
Trade Date:	June 1, 2011
Settlement Date:	T+5; June 8, 2011
Maturity Date:	June 1, 2051
Coupon:	7.375%
Interest Payment Dates:	March 1, June 1, September 1 and
December 1 of each year, beginning
September 1, 2011
Price to Public:	$25 per Note
Optional Redemption:	Callable at par, in whole or in part, at
any time on or after June 1, 2016
Listing:	The Issuer intends to list the Notes on
the New York Stock Exchange and expects
trading in the Notes to begin within 30
days after the Settlement Date.
CUSIP/ISIN:	74913G 204/US74913G2049
Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC UBS Securities LLC Wells Fargo Securities, LLC
Lead Manager:	RBC Capital Markets, LLC
Co-Managers:	SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc.

*** Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.**

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 1-888-603-5847, Citigroup Global Markets Inc. at 1-877-858-5407, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322, Morgan Stanley & Co. LLC at 1-866-718-1649, UBS Securities LLC at 1-877-827-6444 ext. 561-3884 or Wells Fargo Securities, LLC at 1-800-326-5897.

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