##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from                      to

Commission File
No. 001-03040





QWEST CORPORATION

(Exact name of
registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Colorado                                                       |  | 84-0273800                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1801 California Street, Denver, Colorado                       |  | 80202                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(303) 992-1400

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)





THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF QWEST COMMUNICATIONS INTERNATIONAL INC., MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT.

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈        Accelerated
filer   ̈        Non-accelerated filer  x        Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

On May 5, 2008, one share of
Qwest Corporation common stock was outstanding.









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##### Table of Contents

QWEST CORPORATION

FORM 10-Q

TABLE OF CONTENTS



|                                                                                                       |  |   
|------------------------------------------------------------------------------------------------------ |  | --
|Glossary of Terms                                                                                      |  | ii
|                                                                                                       | 
|PART IFINANCIAL INFORMATION                                                                           |  |   
|                                                                                                       | 
|Item 1. Financial Statements                                                                           |  | 1 
|                                                                                                       | 
|Condensed Consolidated Statements of OperationsThree months ended March 31, 2008 and 2007 (unaudited) |  | 1 
|                                                                                                       | 
|Condensed Consolidated Balance SheetsMarch 31, 2008 and December 31, 2007 (unaudited)                 |  | 2 
|                                                                                                       | 
|Condensed Consolidated Statements of Cash FlowsThree months ended March 31, 2008 and 2007 (unaudited) |  | 3 
|                                                                                                       | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                       |  | 4 
|                                                                                                       | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 16
|                                                                                                       | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                     |  | 27
|                                                                                                       | 
|Item 4. Controls and Procedures                                                                        |  | 27
|                                                                                                       | 
|PART IIOTHER INFORMATION                                                                              |  |   
|                                                                                                       | 
|Item 1. Legal Proceedings                                                                              |  | 29
|                                                                                                       | 
|Item 1A. Risk Factors                                                                                  |  | 29
|                                                                                                       | 
|Item 6. Exhibits                                                                                       |  | 35
|                                                                                                       | 
|Signature                                                                                              |  | 37



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GLOSSARY OF TERMS

Our industry uses many terms and acronyms that may not be familiar to you. To assist you in
reading this document and other documents we file with the Securities and Exchange Commission, we have provided below definitions of some of these terms.



| |  |  | Access Lines. Telephone lines reaching from the customers premises to a connection with the public switched telephone network. Our access lines include
lines used to provide services to our external customers, as well as lines used by us and our affiliates.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Asynchronous Transfer Mode (ATM). A broadband, network transport service utilizing data switches that provides a fast, efficient way to move large quantities
of information.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Broadband Services.Services used to connect to the Internet through existing telephone lines that operate at higher speeds than dial-up access.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Competitive Local Exchange Carriers (CLECs). Telecommunications providers that compete with us in providing local voice and other services in our local
service area.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data Integration. Telecommunications equipment located on customers premises and related professional services. These services include network
management, installation and maintenance of data equipment and building of proprietary fiber-optic broadband networks for our governmental and business customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Dedicated Internet Access (DIA). Internet access ranging from 128 kilobits per second to 10 gigabits per second.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Frame Relay. A high speed data switching technology used primarily to interconnect multiple local networks.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Hosting Services. The providing of space, power, bandwidth and managed services in data centers.
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Incumbent Local Exchange Carrier (ILEC). A traditional telecommunications provider that, prior to the Telecommunications Act of 1996, had the exclusive right
and responsibility for providing local telecommunications services in its local service area. Qwest Corporation is an ILEC.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Integrated Services Digital Network (ISDN). A telecommunications standard that uses digital transmission technology to support voice, video and data
communications applications over regular telephone lines.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Internet Dial Access. Provides ISPs and business customers with a comprehensive, reliable and cost-effective dial-up network infrastructure.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Internet Protocol (IP). Those protocols that facilitate transferring information in packets of data and that enable each packet in a transmission to
tell the data switches it encounters where it is headed and enables the computers on each end to confirm that message has been accurately transmitted and received.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Internet Service Providers (ISPs). Businesses that provide Internet access to retail customers.
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Managed Services. Customized, turnkey solutions for integrated voice, data and Internet services offered to our business markets customers. These services
include a diverse combination of emerging technology products and services, such as VoIP, Ethernet, MPLS, hosting services and advanced voice services, such as Web conferencing and intelligent messaging and call routing. Most of these services can
be performed from outside our customers internal networks, with an emphasis on integrating and certifying Internet security for applications and content.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Multi-Protocol Label Switching (MPLS). A standards-approved data networking technology, compatible with existing ATM and frame relay networks that can
deliver the quality of service required to support real-time voice and video, as well as service level agreements that guarantee bandwidth. MPLS is deployed by many telecommunications providers and large enterprises for use in their own national
networks.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Private Line. Direct circuit or channel specifically dedicated to a customer for the purpose of directly connecting two or more sites. Private line offers a
high-speed, secure solution for frequent transmission of large amounts of data between sites.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Public Switched Telephone Network (PSTN). The worldwide voice telephone network that is accessible to every person with a telephone equipped with dial tone.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Unbundled Network Elements (UNEs). Discrete elements of our network that are sold or leased to competitive telecommunications providers and that may be
combined to provide their retail telecommunications services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Virtual Private Network (VPN). A private network that operates securely within a public network (such as the Internet) by means of encrypting transmissions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Voice over Internet Protocol (VoIP). An application that provides real-time, two-way voice communication similar to our traditional voice services that
originates in the Internet protocol over a broadband connection and often terminates on the PSTN.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Wide Area Network (WAN). A communications network that covers a wide geographic area, such as a state or country. A WAN typically extends a local area
network outside the building, over telephone common carrier lines to link to other local area networks in remote locations, such as branch offices or at-home workers and telecommuters.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

QWEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                                |  |                              |  |       
|--------------------------------------------------------------- |  | ---------------------------- |  | ------
|                                                                |  | Three Months Ended March 31,
|                                                                |  | 2008                         |  | 2007  
|                                                                |  | (Dollars in millions)       
|Operating revenue:                                              |  |                              |  |       
|Operating revenue                                               |  | $2,177                       |  | $2,200
|Operating revenueaffiliates                                    |  | 447                          |  | 466   
|                                                                |  |                              |  |       
|Total operating revenue                                         |  | 2,624                        |  | 2,666 
|                                                                |  |                              |  |       
|                                                                |  |                             
|Operating expenses (Note 1):                                    |  |                              |  |       
|Cost of sales (exclusive of depreciation and amortization)      |  | 438                          |  | 397   
|Selling                                                         |  | 453                          |  | 425   
|General, administrative and other operating                     |  | 459                          |  | 468   
|Affiliates                                                      |  | 45                           |  | 35    
|Depreciation and amortization                                   |  | 514                          |  | 554   
|                                                                |  |                              |  |       
|Total operating expenses                                        |  | 1,909                        |  | 1,879 
|                                                                |  |                              |  |       
|                                                                |  |                             
|Other expense (income)net:                                     |  |                              |  |       
|Interest expense on long-term borrowings and capital leasesnet |  | 151                          |  | 152   
|Othernet                                                       |  | 1                            |  | (3)   
|                                                                |  |                              |  |       
|Total other expense (income)net                                |  | 152                          |  | 149   
|                                                                |  |                              |  |       
|                                                                |  |                             
|Income before income taxes                                      |  | 563                          |  | 638   
|Income tax expense                                              |  | 214                          |  | 239   
|                                                                |  |                              |  |       
|Net income                                                      |  | $349                         |  | $399  
|                                                                |  |                              |  |       



The accompanying notes are
an integral part of these condensed consolidated financial statements.



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QWEST CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



|                                                                                           |  |                       |  |                  
|------------------------------------------------------------------------------------------ |  | --------------------- |  | -----------------
|                                                                                           |  | March 31, 2008        |  | December 31, 2007
|                                                                                           |  | (Dollars in millions)
|ASSETS                                                                                     |  |                       |  |                  
|Current assets:                                                                            |  |                       |  |                  
|Cash and cash equivalents                                                                  |  | $416                  |  | $292             
|Accounts receivablenet of allowance of $56 and $55, respectively                          |  | 928                   |  | 1,006            
|Accounts receivableaffiliates                                                             |  | 106                   |  | 59               
|Deferred income taxes                                                                      |  | 252                   |  | 481              
|Prepaid expenses and other                                                                 |  | 255                   |  | 244              
|                                                                                           |  |                       |  |                  
|Total current assets                                                                       |  | 1,957                 |  | 2,082            
|                                                                                           |  |                      
|Property, plant and equipmentnet                                                          |  | 11,948                |  | 12,155           
|Capitalized softwarenet                                                                   |  | 832                   |  | 820              
|Prepaid pensionaffiliates                                                                 |  | 1,031                 |  | 1,020            
|Other                                                                                      |  | 502                   |  | 445              
|                                                                                           |  |                       |  |                  
|Total assets                                                                               |  | $16,270               |  | $16,522          
|                                                                                           |  |                       |  |                  
|                                                                                           |  |                      
|LIABILITIES AND STOCKHOLDERS EQUITY                                                       |  |                       |  |                  
|Current liabilities:                                                                       |  |                       |  |                  
|Current portion of long-term borrowings                                                    |  | $344                  |  | $343             
|Accounts payable                                                                           |  | 500                   |  | 503              
|Accounts payableaffiliates                                                                |  | 426                   |  | 341              
|Dividends payableQwest Services Corporation                                               |  | 500                   |  | 200              
|Accrued expenses and other                                                                 |  | 822                   |  | 952              
|Current portion of post-retirement and other post-employment benefits and otheraffiliates |  | 198                   |  | 210              
|Deferred revenue and advance billings                                                      |  | 433                   |  | 437              
|                                                                                           |  |                       |  |                  
|Total current liabilities                                                                  |  | 3,223                 |  | 2,986            
|                                                                                           |  |                      
|Long-term borrowingsnet of unamortized debt discount of $116 and $117, respectively       |  | 7,570                 |  | 7,568            
|Post-retirement and other post-employment benefits and otheraffiliates                    |  | 2,579                 |  | 2,612            
|Deferred income taxes                                                                      |  | 1,386                 |  | 1,406            
|Other                                                                                      |  | 569                   |  | 580              
|                                                                                           |  |                       |  |                  
|Total liabilities                                                                          |  | 15,327                |  | 15,152           
|                                                                                           |  |                       |  |                  
|                                                                                           |  |                      
|Commitments and contingencies (Note 6)                                                     |  |                       |  |                  
|                                                                                           |  |                      
|Stockholders equity:                                                                      |  |                       |  |                  
|Common stockone share without par value, owned by Qwest Services Corporation              |  | 11,362                |  | 11,132           
|Accumulated deficit                                                                        |  | (10,419)              |  | (9,762)          
|                                                                                           |  |                       |  |                  
|Total stockholders equity                                                                 |  | 943                   |  | 1,370            
|                                                                                           |  |                       |  |                  
|Total liabilities and stockholders equity                                                 |  | $16,270               |  | $16,522          
|                                                                                           |  |                       |  |                  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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QWEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                  |  |                              |  |      
|--------------------------------------------------------------------------------- |  | ---------------------------- |  | -----
|                                                                                  |  | Three Months Ended March 31,
|                                                                                  |  | 2008                         |  | 2007 
|                                                                                  |  | (Dollars in millions)       
|Operating activities:                                                             |  |                              |  |      
|Net income                                                                        |  | $349                         |  | $399 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |  |      
|Depreciation and amortization                                                     |  | 514                          |  | 554  
|Deferred income taxes                                                             |  | 213                          |  | (75) 
|Provision for bad debtnet                                                        |  | 19                           |  | 17   
|Other non-cash chargesnet                                                        |  | 6                            |  | 4    
|Changes in operating assets and liabilities:                                      |  |                              |  |      
|Accounts receivable                                                               |  | 59                           |  | 32   
|Accounts receivableaffiliates                                                    |  | (47)                         |  | 69   
|Prepaid expenses and other current assets                                         |  | (1)                          |  | 6    
|Accounts payable and accrued expenses and other current liabilities               |  | (158)                        |  | (295)
|Accounts payable and other current liabilitiesaffiliates                         |  | 95                           |  | 357  
|Deferred revenue and advance billings                                             |  | (3)                          |  | 2    
|Other non-current assets and liabilities including affiliates                     |  | (68)                         |  | (56) 
|                                                                                  |  |                              |  |      
|Cash provided by operating activities                                             |  | 978                          |  | 1,014
|                                                                                  |  |                              |  |      
|                                                                                  |  |                             
|Investing activities:                                                             |  |                              |  |      
|Expenditures for property, plant and equipment and capitalized software           |  | (317)                        |  | (248)
|Changes in interest in investments managed by Qwest Services Corporation          |  | (68)                         |  | (55) 
|Other                                                                             |  | 5                            |  | 4    
|                                                                                  |  |                              |  |      
|                                                                                  |  |                             
|Cash used for investing activities                                                |  | (380)                        |  | (299)
|                                                                                  |  |                              |  |      
|Financing activities:                                                             |  |                              |  |      
|Repayments of long-term borrowings, including current maturities                  |  | (7)                          |  | (6)  
|Proceeds from current borrowingsaffiliate                                        |  |                             |  | 50   
|Repayments of current borrowingsaffiliate                                        |  | (22)                         |  | (35) 
|Dividends paid to Qwest Services Corporation                                      |  | (700)                        |  | (725)
|Equity infusions from Qwest Services Corporation                                  |  | 231                          |  |     
|Other                                                                             |  | 24                           |  | 106  
|                                                                                  |  |                              |  |      
|Cash used for financing activities                                                |  | (474)                        |  | (610)
|                                                                                  |  |                              |  |      
|                                                                                  |  |                             
|Cash and cash equivalents:                                                        |  |                              |  |      
|Increase in cash and cash equivalents                                             |  | 124                          |  | 105  
|Beginning balance                                                                 |  | 292                          |  | 276  
|                                                                                  |  |                              |  |      
|Ending balance                                                                    |  | $416                         |  | $381 
|                                                                                  |  |                              |  |      

The accompanying notes are an integral part of these condensed consolidated financial statements.



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QWEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2008

(Unaudited)

Unless the context requires otherwise, references in this report to QC refer to Qwest
Corporation, references to Qwest, we, us, the Company and our refer to Qwest Corporation and its consolidated subsidiaries, references to QSC refer to our direct parent company,
Qwest Services Corporation, and its consolidated subsidiaries, and references to QCII refer to our ultimate parent company, Qwest Communications International Inc., and its consolidated subsidiaries.

Note 1: Basis of Presentation

The condensed
consolidated balance sheet as of December 31, 2007, which was derived from audited financial statements, and the unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2008 have been
prepared in accordance with the instructions for Form 10-Q. In compliance with those instructions, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP) have been condensed or omitted. We believe that the disclosures made are adequate to make the information not misleading.

In the opinion of management, these statements include all normal recurring adjustments necessary to fairly present our condensed consolidated results of
operations, financial position and cash flows as of March 31, 2008 and for all periods presented. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes
thereto included in our Annual Report on Form 10-K for the year ended December 31, 2007, as updated by our Current Report on Form 8-K dated April 4, 2008 (our April 4, 2008 Form 8-K).

The condensed consolidated results of operations and the condensed consolidated statement of cash flows for the three months ended March 31, 2008
are not necessarily indicative of the results or cash flows expected for the full year or of the results we would have incurred had we operated as a stand-alone entity during the periods presented.

Business Combinations

In light of regulatory
changes in 2007 and consistent with QCIIs continuing strategy to simplify its and our corporate structure and gain operational efficiencies, in the first quarter of 2008, QCII moved to us most of the administrative and other functions of QSC
and merged into us two of QSCs other wholly owned subsidiaries that previously charged the majority of their costs to us:



| |  |  | a procurement company that managed real estate and other supplier selection and negotiations; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | a computer system services company that handled development, application, maintenance, integration and testing of software.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



These reorganization activities combined businesses that were already controlled by QCII, therefore
we accounted for these activities in a manner similar to a pooling of interests. These activities had the following effect on our condensed consolidated financial statements for the three months ended March 31, 2007 and as of December 31,
2007:



|                           |  |                                
|-------------------------- |  | -------------------------------
|                           |  | Three MonthsEnded March 31,2007
|                           |  | (Dollars in millions)          
|Increases in:              |  |                                
|Total operating revenue    |  | $208                           
|Income before income taxes |  | 13                             
|Net income                 |  | 7                              
|                           | 
|                           |  | December 31, 2007              
|                           |  | (Dollars in millions)          
|Increases in:              |  |                                
|Total assets               |  | $1,125                         
|Total liabilities          |  | 732                            

In addition, to aid in the understanding of these and future financial statements, we recast prior
year financial information in our April 4, 2008 Form 8-K.

QCII continues to evaluate other ways to better organize the legal
organization and operations of its subsidiaries and may make additional changes to the legal organization and operations of its subsidiaries, including us, in the future. In connection with these past or future reorganization activities, we do not
believe we have consummated, and we do not expect to consummate in the future, any business combinations or other transactions that will adversely affect our consolidated financial condition or results of operations.

Reclassifications

During the first quarter of
2008, we also changed the definitions we use to classify expenses as cost of sales, selling expenses or general, administrative and other operating expenses, and as a result certain prior period expenses in our condensed consolidated statements of
operations have been reclassified. Operating expenses are now reported as follows:



| |  |  | Cost of sales are costs incurred in providing products and services to our customers. These include: employee-related costs directly attributable to operating and
maintaining our network (such as salaries, wages and certain benefits); and other cost of sales directly related to our network operations (such as professional fees, materials and supplies and outsourced services).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Selling expenses are costs incurred in selling products and services to our customers. These include: employee-related costs directly attributable to selling
products or services (such as salaries, wages, internal commissions and certain benefits); marketing, advertising and external commissions; bad debt; and other selling costs (such as professional fees and outsourced services).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | General, administrative and other operating expenses are corporate overhead and other operating costs. These include: employee-related costs for administrative
functions (such as salaries, wages and certain benefits); taxes and fees (such as property and other taxes and Universal Service Fund, or USF, charges); real estate and occupancy costs (such as rents and utility costs); and other general,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



| | administrative and other operating costs (such as professional fees, outsourced services, litigation related charges and general computer systems support
services). General, administrative and other operating expenses also include our pension and post-retirement benefits costs for all employees and retirees.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe these changes allow users of our financial statements to better understand our cost structure and the way we manage our business. These
expense classifications may not be comparable to those of other companies. These changes had no impact on total operating expenses or net income for any period. To reflect the impact these changes would have had if they had been implemented in prior
periods, we have recast certain financial information for the three months ended March 31, 2007 that is presented in these condensed consolidated financial statements. In addition, to aid the understanding of these and future financial
statements, we recast certain prior year financial information in our April 4, 2008 Form 8-K.

Derivative Financial Instruments

We sometimes use derivative financial instruments, specifically interest rate swap contracts, to manage interest rate risks. We execute
these instruments with creditworthy banks and monitor our counterparty exposure. An interest rate hedge is generally designated as either a cash flow hedge or a fair value hedge. In a cash flow hedge, a borrower of variable interest debt agrees with
another party to make fixed payments equivalent to paying fixed rate interest on debt in exchange for receiving payments from the other party equivalent to receiving variable rate interest on debt; the effect of which is to eliminate some portion of
the variability in the borrowers overall cash flows. In a fair value hedge, a borrower of fixed rate debt agrees with another party to make variable payments equivalent to paying variable rate interest on the debt in exchange for receiving
fixed payments from the other party equivalent to receiving fixed rate interest on debt; the effect of which is to eliminate some portion of the variability in the fair value of the borrowers overall debt portfolio.

We recognize all derivatives on our condensed consolidated balance sheets at fair value. On the date the derivative instrument is entered into, we
generally designate the derivative as either a cash flow hedge or a fair value hedge.

For a derivative that is designated as and meets all
of the required criteria for a cash flow hedge, we record in accumulated other comprehensive income on our condensed consolidated balance sheets any changes in the fair value of the derivative. We then reclassify these amounts into earnings as the
underlying hedged item affects earnings. In addition, if there are any changes in the fair value of the derivative arising from ineffectiveness of the cash flow hedging relationship, we record those amounts immediately in other expense
(income)net in our condensed consolidated statements of operations. For a derivative that is designated as and meets all of the required criteria for a fair value hedge, we record in other expense (income)net in our condensed
consolidated statements of operations the changes in fair value of the derivative and the underlying hedged item.

We assess quarterly
whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If we determine that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we
discontinue hedge accounting with respect to that derivative prospectively. We record immediately in earnings changes in the fair value of derivatives that are not designated as hedges.

Use of Estimates

Our condensed consolidated financial statements are prepared in accordance
with GAAP. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates,



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



judgments and assumptions made when accounting for items and matters such as, but not limited to, long-term contracts, customer retention patterns, allowance
for doubtful accounts, depreciation, amortization, asset valuations, internal labor capitalization rates, recoverability of assets (including deferred tax assets), impairment assessments, employee benefits, taxes, reserves and other provisions and
contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated balance sheets,
as well as the reported amounts of revenue, expenses and components of cash flows during the periods presented in our condensed consolidated statements of operations and our condensed consolidated statements of cash flows. We also make estimates in
our assessments of potential losses in relation to threatened or pending legal and tax matters. See Note 6Commitments and Contingencies for additional information.



| |  |  | For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated
loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For matters related to income taxes and in accordance with Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48) the impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority must be recognized at the largest amount that is more
likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained. Also, interest expense is recognized on the full amount of uncertain tax positions
recorded under FIN 48.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For all of these and other matters, actual results could differ from our estimates.

USF, Gross Receipts Taxes and Other Surcharges

Our revenue and general, administrative and other operating expenses include taxes and surcharges that we recognize on a gross basis of $49 million and $50 million for the three months ended March 31,
2008 and 2007, respectively.

Depreciation and Amortization

Property, plant and equipment is shown net of accumulated depreciation on our condensed consolidated balance sheets. Accumulated depreciation was $32.136 billion and $31.976 billion as of March 31, 2008
and December 31, 2007, respectively.

Capitalized software is shown net of accumulated amortization on our condensed consolidated
balance sheets. Accumulated amortization was $1.339 billion and $1.311 billion as of March 31, 2008 and December 31, 2007, respectively.

Recently Adopted Accounting Pronouncements

Effective January 1, 2008, we adopted Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements, which provides a definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for
future transactions. We carry on our balance sheet the financial instruments described in more detail in Note 2Investments, whose value cannot be



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



determined by reference to an observable market. We continue to estimate the value of these instruments using judgmentally determined inputs, some of which
are observable and some of which are not observable. We have not changed the methods used to value these financial instruments as a result of our adoption of this standard, and therefore our adoption of this standard has not had a material impact on
our financial position or results of operations.

Effective January 1, 2008, we also adopted SFAS No. 159, Fair Value
Option for Financial Assets and Financial Liabilities (SFAS No. 159). Under SFAS No. 159, entities may choose to measure at fair value many financial instruments and certain other items that are not currently required to
be measured at fair value. SFAS No. 159 also establishes recognition, presentation, and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and
liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. Although we have adopted this standard, we have not yet elected the fair value option for any
assets or liabilities, and therefore the adoption of this standard has not had any impact on our financial position or results of operations.

Note 2: Investments

QSC manages our cash and investments. As of March 31, 2008 and December 31, 2007, our
investments included $73 million and $31 million, respectively, of auction rate securities, which are classified as non-current, available-for-sale investments and included in other non-current assets on our condensed consolidated balance
sheets. Auction rate securities are generally long-term debt instruments that provide liquidity through a Dutch auction process that resets the applicable interest rate at pre-determined calendar intervals, generally every 28 days. This
mechanism generally allows existing investors to rollover their holdings and continue to own their respective securities or liquidate their holdings by selling their securities at par value. QSC generally invests in these securities for short
periods of time as part of its cash management program. However, the uncertainties in the credit markets have prevented QSC and other investors from liquidating their holdings of auction rate securities in recent auctions for these securities
because the amount of securities submitted for sale has exceeded the amount of purchase orders. These investments were collateralized by AA- rated bonds at March 31, 2008 and December 31, 2007 and were insured against loss of principal and
interest by bond insurers with AAA and Baa2 credit ratings at March 31, 2008 and AAA credit ratings at December 31, 2007. These securities were valued using a discounted cash flow model that takes into consideration the following: an
assumption that the issuer will decide to call or convert the securities or that an active market will develop for these investments in four years; and a risk premium determined by the financial conditions of the issuer and the bond insurers as well
as the value of the collateral. During the first quarter of 2008, we recorded an additional unrealized loss for an immaterial amount due to changes in the fair value of these investments. These unrealized losses were recorded in accumulated other
comprehensive income because we believe the value of these investments will recover. However, if the credit ratings of the issuer, the bond insurers or the collateral deteriorate, we may further adjust the carrying value of these investments. An
increase of one percentage point in the risk premium used in our valuation model would result in an immaterial decrease in the estimated fair value of these investments. Because we are uncertain as to when the liquidity issues relating to these
investments will improve, we continue to classify these securities as non-current as of March 31, 2008.

During the fourth quarter of
2007, a fund we historically treated as a cash equivalent began liquidating its holdings and restricting distributions. As a result, we no longer have daily liquidity and we reclassified our holdings in the fund from cash and cash equivalents to
investments on our condensed consolidated balance sheets. We valued this investment considering the asset values of the securities underlying the fund. As of



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



December 31, 2007, $20 million of our remaining investment in the fund was included in other current assets and $3 million was included in
other non-current assets on our condensed consolidated balance sheet. As of March 31, 2008, $32 million of our remaining investment in the fund was included in other current assets and $7 million was included in other non-current
assets on our condensed consolidated balance sheet. During the first quarter of 2008, we recorded an additional unrealized loss on the fund for an immaterial amount for the change in the fair value of the fund. This unrealized loss was recorded in
other expense (income)net in our condensed consolidated statement of operations for the three months ended March 31, 2008.

Note 3:
Borrowings

As of March 31, 2008 and December 31, 2007, our borrowings, net of unamortized discounts and premiums, consisted
of the following:



|                                              |  |                       |  |                  
|--------------------------------------------- |  | --------------------- |  | -----------------
|                                              |  | March 31, 2008        |  | December 31, 2007
|                                              |  | (Dollars in millions)
|Current portion of long-term borrowings:      |  |                       |  |                  
|Long-term notes                               |  | $322                  |  | $322             
|Long-term capital lease obligations           |  | 22                    |  | 21               
|                                              |  |                       |  |                  
|Total current portion of long-term borrowings |  | $344                  |  | $343             
|                                              |  |                       |  |                  
|Long-term borrowings:                         |  |                       |  |                  
|Long-term notes                               |  | $7,545                |  | $7,540           
|Long-term capital lease obligations           |  | 25                    |  | 28               
|                                              |  |                       |  |                  
|Total long-term borrowings                    |  | $7,570                |  | $7,568           
|                                              |  |                       |  |                  

As of March 31, 2008, we were in compliance with all provisions and covenants of our borrowings.

During the first quarter of 2008, we entered into the interest rate hedges described below as part of our long- and short-term debt
strategies. Our short-term debt strategy is to take advantage of recent decreases in interest rates by swapping floating rate debt to fixed rate debt using cash flow hedges. A high percentage of our total debt has a fixed interest rate. Our
long-term debt strategy is to decrease our exposure to changes in the fair value of our fixed interest rate debt due to changes in interest rates by entering into fair value hedges.

In March 2008, we entered into interest rate hedges on $500 million of the outstanding $750 million aggregate principal amount of our Floating
Rate Notes due 2013. The notes bear interest at a rate per year equal to the London Interbank Offered Rate (LIBOR) plus 3.25%. These hedges had the economic effect of swapping our floating interest rate to fixed interest rates
of approximately 6.0% for a term of approximately two years. We designated these swaps as cash flow hedges. During the quarter ended March 31, 2008, we did not recognize any gain or loss in earnings for hedge ineffectiveness. We recorded
an immaterial amount in accumulated other comprehensive income for the change in the fair value of the hedge instrument between inception and March 31, 2008.

In March 2008, we also entered into interest rate hedges on the outstanding $500 million aggregate principal amount of our 6.5% Notes due 2017. These hedges swapped our fixed interest rate to a floating interest
rate until these notes mature in 2017. We designated these swaps as fair value hedges. During the quarter ended March 31, 2008, we recognized an immaterial net gain for hedge ineffectiveness. We did not exclude any component of the
derivative instruments gain or loss from our assessment of hedge effectiveness.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



Note 4: Severance

For the three months ended March 31, 2008 and 2007, we accrued severance costs of $51 million and $3 million, respectively. A portion of our severance charges is included in each of cost of sales,
selling expenses and general, administrative and other operating expenses in our condensed consolidated statements of operations. As of March 31, 2008 and December 31, 2007, our severance liability was $62 million and
$23 million, respectively.

Note 5: Product Revenue

We generate the majority of our revenue from providing services using our telecommunications network. We also generate revenue from services we provide to our affiliates. These services are further described below.



| |  |  | Voice services. Voice services include local voice services and access services. Local voice services include basic local exchange, switching, enhanced voice
services and unbundled network elements. Access services include fees we charge to other telecommunications providers to connect their customers and their networks to our network.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data, Internet and video services. Data, Internet and video services include: broadband services and satellite video services that we offer to consumers;
private line services that we offer to other telecommunications providers and enterprise customers; and other data services such as integrated services digital network, asynchronous transfer mode and frame relay that we offer primarily to enterprise
customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Affiliate services. We provide to our affiliates voice, data and billing and collections services that we also provide to external customers. In addition, we
provide to our affiliates marketing, sales and advertising, computer system development and support services, network support and technical services and other support services, such as legal, regulatory, general finance and accounting, tax, human
resources and executive support.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also generate other revenue from USF surcharges and the subleasing of space in our
office buildings, warehouses and other properties.

Revenue from our products and services for the three months ended March 31, 2008
and 2007 is summarized in the following table:



|                                            |  |                             |  |       
|------------------------------------------- |  | --------------------------- |  | ------
|                                            |  | Three Months EndedMarch
31,
|                                            |  | 2008                        |  | 2007  
|                                            |  | (Dollars in millions)      
|Operating revenue by products and services: |  |                             |  |       
|Voice services                              |  | $1,343                      |  | $1,455
|Data, Internet and video services           |  | 790                         |  | 701   
|Affiliate services                          |  | 447                         |  | 466   
|Other revenue (primarily USF surcharges)    |  | 44                          |  | 44    
|                                            |  |                             |  |       
|Total operating revenue                     |  | $2,624                      |  | $2,666
|                                            |  |                             |  |       

Note 6: Commitments and Contingencies

QCII is involved in several legal proceedings to which we are not a party that, if resolved against QCII, could have a material adverse effect on our
business and financial condition. We have included below a discussion of these matters, together with a discussion of those matters to which we are a party. Only those



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



matters to which we are a party (primarily the third matter described under the heading Other Matters relating to litigation brought by several
owners of payphones) represent contingencies for which we have recorded, or could reasonably anticipate recording, an accrual if appropriate to do so.

Throughout this note, when we refer to a class action as putative it is because a class has been alleged, but not certified in that matter. Until and unless a class has been certified by the court, it has
not been established that the named plaintiffs represent the class of plaintiffs they purport to represent. Settlement classes have been certified in connection with the settlements of certain of the putative class actions described below where the
courts held that the named plaintiffs represented the settlement class they purported to represent.

The terms and conditions of applicable
bylaws, certificates or articles of incorporation, agreements or applicable law may obligate QCII to indemnify its former directors, officers and employees with respect to certain of the matters described below, and QCII has been advancing legal
fees and costs to many former directors, officers and employees in connection with the securities actions and certain other matters.

Settlement of
Consolidated Securities Action

Twelve putative class actions purportedly brought on behalf of purchasers of QCIIs publicly
traded securities between May 24, 1999 and February 14, 2002 were consolidated into a consolidated securities action pending in federal district court in Colorado against QCII and various other defendants. The first of these actions was
filed on July 27, 2001. Plaintiffs alleged, among other things, that defendants issued false and misleading financial results and made false statements about QCIIs business and investments, including materially false statements in certain
of QCIIs registration statements. The most recent complaint in this matter sought unspecified compensatory damages and other relief. However, counsel for plaintiffs indicated that the putative class would seek damages in the tens of billions
of dollars.

In November 2005, QCII, certain other defendants, and the putative class representatives entered into and filed with the
federal district court in Colorado a Stipulation of Partial Settlement that, if implemented, will settle the consolidated securities action against QCII and certain other defendants. No parties admit any wrongdoing as part of the settlement.
Pursuant to the settlement, QCII has deposited approximately $400 million in cash into a settlement fund. In connection with the settlement, QCII received $10 million from Arthur Andersen LLP. As part of the settlement, the class
representatives and the settlement class they represent are also releasing Arthur Andersen. If the settlement is not implemented, QCII will be repaid the $400 million plus interest, less certain expenses, and QCII will repay the
$10 million to Arthur Andersen.

If implemented, the settlement will resolve and release the individual claims of the class
representatives and the claims of the settlement class they represent against QCII and all defendants except Joseph Nacchio, our former chief executive officer, and Robert Woodruff, our former chief financial officer. In September 2006, the federal
district court in Colorado issued an order approving the proposed settlement on behalf of purchasers of QCIIs publicly traded securities between May 24, 1999 and July 28, 2002. Messrs. Nacchio and Woodruff appealed that order to the
United States Court of Appeals for the Tenth Circuit. In addressing that appeal, a panel of Tenth Circuit judges held that the federal district court order overruling Nacchio and Woodruffs objections to the settlement was not sufficiently
specific, and it remanded the case to the district court with instructions to consider certain issues and to provide a more detailed explanation for its earlier decision overruling those objections. The ultimate outcome of this appeal is uncertain
and could result in the payment of additional monies by QCII in connection with indemnification claims by Messrs. Nacchio and Woodruff.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



KPNQwest Litigation/Investigation

In 2006, QCII and the other defendants reached settlements of a putative class action filed against QCII and others in the federal district court for the
Southern District of New York on behalf of certain purchasers of publicly traded securities of KPNQwest, N.V. (of which QCII was a major shareholder). The plaintiffs had alleged that, among other things, defendants engaged in a fraudulent scheme and
deceptive course of business in order to inflate KPNQwests revenue and the value of KPNQwest securities. In 2007, the court approved the settlements, which were then implemented. Certain individuals and entities were excluded from the
settlement class at their request. As a result, their claims were not released by the court order approving the settlement. Some of these individuals and entities have filed actions against QCII, as described below, and QCII is vigorously defending
against these claims. QCII expects that at least some of the other persons who were excluded from the settlement class will also pursue actions against QCII if QCII is unable to resolve their claims amicably. In the aggregate, those who were
excluded from the settlement class contended that they incurred losses of at least $76 million resulting from their investments in KPNQwest securities during the settlement class period, which does not include any claims for punitive damages or
interest. The amount of these alleged losses may increase or decrease in the future as QCII learns more about the potential claims of those who opted out of the settlement class. Due to the fact that some of them have not filed lawsuits, it is
difficult to evaluate the claims that they may assert. Regardless, QCII will vigorously defend against any such claims.

On
October 31, 2002, Richard and Marcia Grand, co-trustees of the R.M. Grand Revocable Living Trust, dated January 25, 1991, filed a lawsuit in Arizona Superior Court. As amended and following the appeal of a partial summary judgment against
plaintiffs which was affirmed in part and reversed in part, plaintiffs allege, among other things, that defendants violated state securities laws, committed fraud and breached their fiduciary duties in connection with plaintiffs investments in
KPNQwest securities. QCII is a defendant in this lawsuit along with Qwest B.V. (one of QCIIs subsidiaries), Joseph Nacchio and John McMaster, the former President and Chief Executive Officer of KPNQwest. Plaintiffs claim to have lost
approximately $10 million in their investments in KPNQwest.

On June 25, 2004, the trustees in the Dutch bankruptcy proceeding
for KPNQwest filed a lawsuit in the federal district court for the District of New Jersey alleging violations of the Racketeer Influenced and Corrupt Organizations Act, and breach of fiduciary duty and mismanagement under Dutch law. QCII is a
defendant in this lawsuit along with Joseph Nacchio, Robert S. Woodruff and John McMaster. Plaintiffs allege, among other things, that defendants actions were a cause of the bankruptcy of KPNQwest and they seek damages for the bankruptcy
deficit of KPNQwest of approximately $2.4 billion. Plaintiffs also seek treble damages as well as an award of plaintiffs attorneys fees and costs. On October 17, 2006, the court issued an order granting defendants motion
to dismiss the lawsuit, concluding that the dispute should not be adjudicated in the United States. Plaintiffs have appealed this decision to the United States Court of Appeals for the Third Circuit.

On June 17, 2005, Appaloosa Investment Limited Partnership I, Palomino Fund Ltd., and Appaloosa Management L.P. filed a lawsuit in the federal
district court for the Southern District of New York against QCII, Joseph Nacchio, John McMaster and Koninklijke KPN N.V., or KPN. The amended complaint alleges that defendants violated federal securities laws in connection with the purchase by
plaintiffs of certain KPNQwest debt securities. Plaintiffs seek compensatory damages, as well as an award of plaintiffs attorneys fees and costs.

On September 13, 2006, Cargill Financial Markets, Plc and Citibank, N.A. filed a lawsuit in the District Court of Amsterdam, The Netherlands, against QCII, KPN Telecom B.V., KPN, Joseph Nacchio, John McMaster,
and other former employees or supervisory board members of QCII, KPNQwest, or KPN. The lawsuit alleges that defendants misrepresented KPNQwests financial and business condition in connection with the



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



origination of a credit facility and wrongfully allowed KPNQwest to borrow funds under that facility. Plaintiffs allege damages of approximately
219 million (or approximately $346 million based on the exchange rate on March 31, 2008).

On August 23, 2005,
the Dutch Shareholders Association (Vereniging van Effectenbezitters, or VEB) filed a petition for inquiry with the Enterprise Chamber of the Amsterdam Court of Appeals, located in The Netherlands, with regard to KPNQwest. VEB sought an inquiry into
the policies and course of business at KPNQwest that are alleged to have caused the bankruptcy of KPNQwest in May 2002, and an investigation into alleged mismanagement of KPNQwest by its executive management, supervisory board members, joint venture
entities (QCII and KPN), and KPNQwests outside auditors and accountants. On December 28, 2006, the Enterprise Chamber ordered an inquiry into the management and conduct of affairs of KPNQwest for the period January 1 through
May 23, 2002. QCII and others have appealed that order to the Netherlands Supreme Court.

Purporting to speak for an unspecified
number of shareholders, VEB also sought exclusion from the settlement class in the settlements of the KPNQwest putative securities class action described above. The information that VEB provided in support of its request for exclusion did not
indicate the losses claimed to have been sustained by VEB or the unspecified shareholders that VEB purports to represent, and thus those claims are not included in the approximately $76 million of losses claimed by those who requested exclusion
from the settlement class, as described above. In view of these and other deficiencies in VEBs request for exclusion, VEB was not excluded from the settlement class. QCII can provide no assurance, however, that its settlement will be enforced
against VEB or the shareholders it purports to represent if VEB or such shareholders were to bring claims against QCII in The Netherlands.

QCII will continue to defend against the pending KPNQwest litigation matters vigorously.

Other Matters

Several putative class actions relating to the installation of fiber optic cable in certain rights-of-way were filed against QCII on behalf of landowners
on various dates and in various courts in California, Colorado, Georgia, Illinois, Indiana, Kansas, Massachusetts, Mississippi, Missouri, Oregon, South Carolina, Tennessee and Texas. For the most part, the complaints challenge QCIIs right to
install its fiber optic cable in railroad rights-of-way. Complaints in Colorado, Illinois and Texas, also challenge QCIIs right to install fiber optic cable in utility and pipeline rights-of-way. The complaints allege that the railroads,
utilities and pipeline companies own the right-of-way as an easement that did not include the right to permit QCII to install its fiber optic cable in the right-of-way without the plaintiffs consent. Most actions (California, Colorado,
Georgia, Kansas, Mississippi, Missouri, Oregon, South Carolina, Tennessee and Texas) purport to be brought on behalf of state-wide classes in the named plaintiffs respective states. The Massachusetts action purports to be on behalf of
state-wide classes in all states in which QCII has fiber optic cable in railroad rights-of-way (other than Louisiana and Tennessee), and also on behalf of two classes of landowners whose properties adjoin railroad rights-of-way originally derived
from federal land grants. Several actions purport to be brought on behalf of multi-state classes. The Illinois state court action purports to be on behalf of landowners in Illinois, Iowa, Kentucky, Michigan, Minnesota, Nebraska, Ohio and Wisconsin.
The Illinois federal court action purports to be on behalf of landowners in Arkansas, California, Florida, Illinois, Indiana, Missouri, Nevada, New Mexico, Montana and Oregon. The Indiana action purports to be on behalf of a national class of
landowners adjacent to railroad rights-of-way over which QCIIs network passes. The complaints seek damages on theories of trespass and unjust enrichment, as well as punitive damages.

Qwest Communications Corporation (QCC), one of QCIIs other subsidiaries, is a defendant in litigation filed by several billing agents
for the owners of payphones seeking compensation for coinless calls made from



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



payphones. The matter is pending in the United States District Court for the District of Columbia. Generally, the payphone owners claim that QCC underpaid
the amount of compensation due to them under Federal Communications Commission (FCC) regulations for coinless calls placed from their phones onto QCCs network. The claim seeks compensation for calls, as well as interest and
attorneys fees. QCC will vigorously defend against this action.

We are a defendant in litigation brought by several owners of
payphones relating to the rates we charged them for the lines to their payphones between 1997 and 2003. Generally, the payphone owners claim that we charged more for payphone access lines than we were permitted to charge under the applicable FCC
rules. Two lawsuits are pending, one filed in the United States District Court for the Western District of Washington, the other in the United States District Court for the District of Utah. The Washington lawsuit resulted in reversal of the
district courts dismissal order by the Ninth Circuit Court of Appeals, and is currently stayed pending resolution of related proceedings before the FCC. The Utah lawsuit resulted in reversal of the district courts dismissal order by the
Tenth Circuit Court of Appeals, and is currently stayed pending resolution of related proceedings before the FCC. A proceeding against us is also pending before the Oregon Public Utility Commission. Several related proceedings are underway at the
FCC involving us, other telecommunications companies, and payphone owners. In all of these proceedings, the payphone owners seek damages for amounts paid allegedly exceeding the amounts that were permitted under the applicable FCC rules. We will
vigorously defend against these actions.

A putative class action purportedly filed on behalf of certain of QCIIs retirees was
brought against QCII and certain other defendants in federal district court in Colorado in connection with QCIIs decision to reduce the life insurance benefit for these retirees to a $10,000 benefit. The action was filed on March 30,
2007. The plaintiffs allege, among other things, that QCII and other defendants were obligated to continue their life insurance benefit at the levels in place before QCII decided to reduce them. Plaintiffs seek restoration of the life insurance
benefit to previous levels and certain equitable relief. The district court recently ruled in QCIIs favor on the central issue of whether QCII properly reserved its right to reduce the life insurance benefit under applicable law and plan
documents. The retirees have amended their complaint to assert additional claims. QCII believes the remaining claims are without merit, and QCII will continue to vigorously defend against this matter.

Note 7: Dividends

During the three months ended
March 31, 2008, we declared a dividend of $1 billion to QSC.

Note 8: Labor Union Contracts

We are a party to collective bargaining agreements with our labor unions, the Communications Workers of America and the International Brotherhood of
Electrical Workers. Our three-year labor agreements with the unions expire on August 16, 2008. As of March 31, 2008, employees covered under these collective bargaining agreements totaled 19,981, or 59% of all our employees.

Note 9: Subsequent Events

Tax Matters

On April 15, 2008, QCII received from the Internal Revenue Service (IRS) the Revenue Agents Report for tax
years 2004 and 2005. The report contains proposed adjustments on several significant issues. QCII is in the process of reviewing and evaluating the IRSs positions in the proposed adjustments. QCII will re-evaluate its



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

For the Three Months Ended March 31, 2008

(Unaudited)



uncertain tax positions as a result of the report, and we may determine that an adjustment of our uncertain tax position liability is required, which may
result in net income tax expense or benefit. There can be no assurance that QCII and the IRS will reach settlements on any of these issues or that, if QCII does reach settlements, the terms will be favorable to us.

Wireless Services

One of our affiliates
currently offers wireless services to our mass markets and business markets customers under a service arrangement with a nationwide wireless service provider. Under this existing arrangement, our affiliate sells wireless products and services under
the Qwest brand name. Our affiliates arrangement will expire in February 2009.

In April 2008, we signed a five-year agreement
with a different nationwide wireless service provider to market its wireless products and services under its brand name to consumers, enterprises and government customers beginning in 2008. Revenue from this arrangement will be recorded in our
consolidated financial statements, and we will recognize revenue from services provided under this arrangement on a net basis.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Unless the context requires otherwise, references in this report to QC refer to Qwest Corporation, references to Qwest,
we, us, the Company and our refer to Qwest Corporation and its consolidated subsidiaries, references to QSC refer to our direct parent company, Qwest Services Corporation, and its
consolidated subsidiaries, and references to QCII refer to our ultimate parent company, Qwest Communications International Inc., and its consolidated subsidiaries.

Certain statements set forth below under this caption constitute forward-looking statements. See Special Note Regarding Forward-Looking
Statements at the end of this Item 2 for additional factors relating to such statements, and see Risk Factors in Item 1A of Part II of this report for a discussion of certain risk factors applicable to our business,
financial condition and results of operations.

Business Overview and Presentation

We provide voice, data, Internet and satellite video services. We generate revenue from services provided in the 14-state region of Arizona, Colorado,
Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming. We refer to this region as our local service area.

Our operations are included in the consolidated operations of our ultimate parent, QCII, and generally account for the majority of QCIIs
consolidated revenue. In addition to our operations, QCII maintains a national telecommunications network. Through its fiber optic network, QCII provides the following products and services that we do not provide:



| |  |  | Long-distance services that allow calls that cross telecommunications geographical areas;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Dedicated Internet access;
| | - |  | --------------------------



| |  |  | Virtual private network;
| | - |  | ------------------------



| |  |  | Hosting services;
| | - |  | -----------------



| |  |  | Data integration;
| | - |  | -----------------



| |  |  | Voice over Internet protocol, or VoIP;
| | - |  | --------------------------------------



| |  |  | Multi-protocol label switching; and
| | - |  | -----------------------------------



| |  |  | Cable-based video.
| | - |  | ------------------

QCII also
maintains a wireless business as described below under the heading Business TrendsWireless Services. We will begin providing wireless services in the future.

For certain products and services we provide, and for a variety of internal communications functions, we use parts of QCIIs telecommunications
network to transport voice and data traffic. Through its network, QCII also provides nationally and globally some data and Internet access services that are similar to services we provide within our local service area. These services include private
line, asynchronous transfer mode, or ATM, and frame relay.

Our analysis presented below is organized to provide the information we believe
will be useful for understanding the relevant trends going forward. However, this discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto in Item 1 of Part I of this report.

In light of regulatory changes in 2007 and consistent with QCIIs continuing strategy to simplify its and our corporate structure and
gain operational efficiencies, in the first quarter of 2008, QCII moved to us most of the administrative and other functions of QSC and merged into us two of QSCs other wholly owned subsidiaries that previously charged the majority of their
costs to us:



| |  |  | a procurement company that managed real estate and other supplier selection and negotiations; and
| | - |  | -------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | a computer system support services company that handled development, application, maintenance, integration and testing of software.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

These reorganization activities combined businesses that were already controlled by QCII, therefore we accounted for these activities in a manner similar
to a pooling of interests. These activities had the following effect on our condensed consolidated financial statements for the three months ended March 31, 2007 and as of December 31, 2007:



|                           |  |                                
|-------------------------- |  | -------------------------------
|                           |  | Three MonthsEnded March 31,2007
|                           |  | (Dollars in millions)          
|Increases in:              |  |                                
|Total operating revenue    |  | $208                           
|Income before income taxes |  | 13                             
|Net income                 |  | 7                              
|                           | 
|                           |  | December 31, 2007              
|                           |  | (Dollars in millions)          
|Increases in:              |  |                                
|Total assets               |  | $1,125                         
|Total liabilities          |  | 732                            

In addition, to aid in the understanding of these and future financial statements, we recast prior
year financial information in our April 4, 2008 Form 8-K.

QCII continues to evaluate other ways to better organize the legal
organization and operations of its subsidiaries and may make additional changes to the legal organization and operations of its subsidiaries, including us, in the future. In connection with these past or future reorganization activities, we do not
believe we have consummated, and we do not expect to consummate in the future, any business combinations or other transactions that will adversely affect our consolidated financial condition or results of operations.

During the first quarter of 2008, we also changed the definitions we use to classify expenses as cost of sales, selling expenses or general,
administrative and other operating expenses. As a result, we have reclassified certain expenses for the three months ended March 31, 2007 in our condensed consolidated statements of operations. Operating expenses are now reported as follows:



| |  |  | Cost of sales are costs incurred in providing products and services to our customers. These include: employee-related costs directly attributable to operating and
maintaining our network (such as salaries, wages and certain benefits); and other cost of sales directly related to our network operations (such as professional fees, materials and supplies and outsourced services).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Selling expenses are costs incurred in selling products and services to our customers. These include: employee-related costs directly attributable to selling
products or services (such as salaries, wages, internal commissions and certain benefits); marketing, advertising and external commissions; bad debt; and other selling costs (such as professional fees and outsourced services).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | General, administrative and other operating expenses are corporate overhead and other operating costs. These include: employee-related costs for administrative
functions (such as salaries, wages and certain benefits); taxes and fees (such as property and other taxes and Universal Service Fund, or USF, charges); real estate and occupancy costs (such as rents and utility costs); and other general,
administrative and other operating costs (such as professional fees, outsourced services, litigation related charges and general computer systems support services). General, administrative and other operating expenses also include our pension and
post-retirement benefits costs for all employees and retirees.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We believe these changes allow users of our financial statements to better understand our cost structure
and the way we manage our business. These expense classifications may not be comparable to those of other companies. These changes had no impact on total operating expenses or net income for any period.

To reflect the impact that the reorganization activities and expense reclassifications described above would have had if they had been implemented in
prior periods, we have recast certain financial information for the three months ended March 31, 2007 that is presented in this Item 2. In addition, to aid the understanding of this filing and future filings, we recast certain prior year
financial information in our Current Report on Form 8-K dated April 4, 2008.

Business Trends

Our financial results continue to be impacted by several significant trends, which are described below:



| |  |  | Data, Internet and video growth. Revenue from data, Internet and video services represented 30% and 26%, respectively, of our total revenue for the
three months ended March 31, 2008 and 2007 and continues to grow. We also continue to see shifts in the makeup of this revenue as customers move from traditional data, Internet and video products to more advanced technologies. As a result, we
continue to focus on these more-advanced, high-growth products, which include broadband services, private line and satellite video services. The revenue increases from these more-advanced, high-growth products have outpaced revenue declines from
traditional data, Internet and video services such as ATM and frame relay.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also continue to focus on improving
penetration of broadband services, and broadband subscribers continue to grow as customers migrate to higher speed Internet connections. We reached 2.6 million broadband subscribers as of March 31, 2008 compared to 2.2 million as of
the same date in 2007. We believe the ability to continually increase connection speeds is competitively important. As a result, we continue to invest in increasing our available connection speeds to meet customer demand. We expect broadband
subscriber growth to continue, even though we expect to face continuing competition for these subscribers.



| |  |  | Access line losses. Our revenue has been, and we expect it will continue to be, adversely affected by access line losses. Increased competition, including
product substitution, continues to be the primary reason for our access line losses. For example, many consumers are substituting cable, wireless and VoIP for traditional voice telecommunications services. This has increased the number and type of
competitors within our industry and has decreased our market share. Product bundling, as described below, continues to be one of our responses to access line losses.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Product promotions.We offer many of our customers the ability to bundle several products and services. For example, through joint marketing and advertising
efforts with our affiliates, these customers can bundle local voice services with other services such as broadband, video, long-distance and wireless. We believe customers value the convenience of, and price discounts associated with, receiving
multiple services from a single provider. In addition to our bundle discounts, we also offer a fixed price on our broadband service for qualifying customers who have our broadband product in their bundle. This Price for Life guarantee
allows qualifying customers to lock-in their monthly broadband charges for as long as they qualify. While bundle price discounts have resulted in lower average revenue for our individual products, we believe product bundles continue to positively
impact our customer retention.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operational efficiencies. We continue to evaluate our operating structure and focus. In some cases, this involves adjusting our workforce in response to
productivity improvements and changes in the telecommunications industry and governmental regulations. Through planned reductions and normal employee attrition, we have reduced our workforce and employee-related costs while achieving operational
efficiencies and improving processes through automation.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18



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##### Table of Contents

| |  |  | Wireless services. One of our affiliates currently offers wireless services to our mass markets and business markets customers under a service arrangement
with a nationwide wireless service provider. Under this existing arrangement, our affiliate sells wireless products and services under the Qwest brand name. Our affiliates arrangement will expire in February 2009.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In April 2008, we signed a five-year agreement with a different nationwide wireless service provider to market its wireless products and services under its brand name to our
mass markets and business markets customers beginning in 2008. Revenue from this arrangement will be recorded in our consolidated financial statements, and we will recognize revenue from services provided under the new arrangement on a net basis.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

While these trends are important to understanding and evaluating our financial results, the other transactions, events and
trends discussed in Risk Factors in Item 1A of Part II of this report may also materially impact our business operations and financial results.

Results of Operations

Overview

We generate the majority of our revenue by providing services using our telecommunications network. We also generate revenue from services we provide to our affiliates. Depending on the products or services purchased,
a customer may pay a service activation fee, a monthly service fee, a usage charge or a combination of these. Our services are further described below.



| |  |  | Voice services. Voice services include local voice services and access services. Local voice services include basic local exchange, switching and enhanced
voice services. Local voice services also include network transport, billing services and providing access to our local network through our wholesale channel. Access services include fees we charge to other telecommunications providers to connect
their customers and their networks to our network. As discussed above, we will begin generating revenue from wireless services in 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data, Internet and video services. Data, Internet and video services include: broadband services and satellite video services that we offer to consumers;
private line services that we offer to other telecommunications providers and enterprise customers; and other data services such as integrated services digital network, ATM and frame relay that we offer primarily to enterprise customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Affiliate services. We provide to our affiliates voice services, data services and billing and collections services that we also provide to external
customers. In addition, we provide to our affiliates: marketing, sales and advertising; computer system development and support services; network support and technical services; and other support services, such as legal, regulatory, general finance
and accounting, tax, human resources and executive support.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also generate other revenue from USF surcharges and the
subleasing of space in our office buildings, warehouses and other properties.



19



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##### Table of Contents

The following table summarizes our results of operations for the three months ended March 31, 2008
and 2007 and the number of employees as of March 31, 2008 and 2007:



|                           |  |                             |  |        |  |                     |  |         
|-------------------------- |  | --------------------------- |  | ------ |  | ------------------- |  | --------
|                           |  | Three Months EndedMarch 31, |  |        |  |                    
|                           |  | 2008                        |  | 2007   |  | Increase/(Decrease) |  | % Change
|                           |  | (Dollars in millions)       |  |       
|Operating revenue          |  | $2,624                      |  | $2,666 |  | $(42)               |  | (2)%    
|Operating expenses         |  | 1,909                       |  | 1,879  |  | 30                  |  | 2%      
|Other expensenet          |  | 152                         |  | 149    |  | 3                   |  | 2%      
|                           |  |                             |  |        |  |                     |  |         
|Income before income taxes |  | 563                         |  | 638    |  | (75)                |  | (12)%   
|Income tax expense         |  | 214                         |  | 239    |  | (25)                |  | (10)%   
|                           |  |                             |  |        |  |                     |  |         
|Net income                 |  | $349                        |  | $399   |  | $(50)               |  | (13)%   
|                           |  |                             |  |        |  |                     |  |         
|Employees (as of March 31) |  | 33,648                      |  | 35,465 |  | (1,817)             |  | (5)%    

Operating Revenue

The following table compares our total operating revenue for the three months ended March 31, 2008 and 2007:



|                                         |  |                             |  |        |  |                     |  |         
|---------------------------------------- |  | --------------------------- |  | ------ |  | ------------------- |  | --------
|                                         |  | Three Months EndedMarch 31, |  |        |  |                    
|                                         |  | 2008                        |  | 2007   |  | Increase/(Decrease) |  | % Change
|                                         |  | (Dollars in millions)       |  |       
|Operating revenue:                       |  |                             |  |        |  |                     |  |         
|Voice services                           |  | $1,343                      |  | $1,455 |  | $(112)              |  | (8)%    
|Data, Internet and video services        |  | 790                         |  | 701    |  | 89                  |  | 13%     
|Affiliate services                       |  | 447                         |  | 466    |  | (19)                |  | (4)%    
|Other revenue (primarily USF surcharges) |  | 44                          |  | 44     |  |                    |  | %      
|                                         |  |                             |  |        |  |                     |  |         
|Total operating revenue                  |  | $2,624                      |  | $2,666 |  | $(42)               |  | (2)%    
|                                         |  |                             |  |        |  |                     |  |         

Voice Services Revenue

Voice services revenue decreased primarily due to lower local voice services revenue as a result of access line losses of 8% driven by the
competitive pressures described in Business Trends above. Customers continued to disconnect primary and additional lines, which in turn also negatively impacted demand for UNEs. To a lesser extent, the decline in voice services revenue
was also impacted by rate decreases primarily due to bundle and package discounts. We believe the housing market decline also negatively impacted voice services revenue during the first quarter of 2008.

Data, Internet and Video Services Revenue

Data, Internet and video services revenue increased primarily due to a 17% increase in broadband subscribers and, to a lesser extent, an increase in private line and satellite video subscribers. The growth in broadband services revenue
resulted from increased penetration as customers migrated from dial-up Internet access connections to higher speed Internet connections and, to a lesser extent, increased rates as customers upgraded to higher speed services. This growth in revenue
was partially offset by declines in our frame relay services due to lower volumes.



20



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##### Table of Contents

Affiliate Services Revenue

Affiliate services revenue decreased primarily due to a change in the allocation of sales support services revenue in the fourth quarter of 2007. This
decrease was partially offset by increased volumes of private line services we provided to support our affiliates data and Internet businesses and, to a lesser extent, increased marketing and advertising revenue.

We estimate that the profit from these affiliate services was approximately $110 million and $90 million, before income taxes, for the three
months ended March 31, 2008 and 2007, respectively.

Operating Expenses

The following table provides further detail regarding our total operating expenses for the three months ended March 31, 2008 and 2007:



|                                                            |  |                             |  |        |  |                     |  |         
|----------------------------------------------------------- |  | --------------------------- |  | ------ |  | ------------------- |  | --------
|                                                            |  | Three Months EndedMarch 31, |  |        |  |                    
|                                                            |  | 2008                        |  | 2007   |  | Increase/(Decrease) |  | % Change
|                                                            |  | (Dollars in millions)       |  |       
|Cost of sales (exclusive of depreciation and amortization): |  |                             |  |        |  |                     |  |         
|Employee-related costs                                      |  | $332                        |  | $310   |  | $22                 |  | 7 %     
|Other                                                       |  | 106                         |  | 87     |  | 19                  |  | 22 %    
|                                                            |  |                             |  |        |  |                     |  |         
|Total cost of sales                                         |  | 438                         |  | 397    |  | 41                  |  | 10 %    
|                                                            |  |                             |  |        |  |                     |  |         
|Selling:                                                    |  |                             |  |        |  |                     |  |         
|Employee-related costs                                      |  | 266                         |  | 257    |  | 9                   |  | 4 %     
|Marketing, advertising and external commissions             |  | 119                         |  | 107    |  | 12                  |  | 11 %    
|Other                                                       |  | 68                          |  | 61     |  | 7                   |  | 11 %    
|                                                            |  |                             |  |        |  |                     |  |         
|Total selling                                               |  | 453                         |  | 425    |  | 28                  |  | 7 %     
|                                                            |  |                             |  |        |  |                     |  |         
|General, administrative and other operating:                |  |                             |  |        |  |                     |  |         
|Employee-related costs                                      |  | 124                         |  | 148    |  | (24)                |  | (16)%   
|Taxes and fees                                              |  | 115                         |  | 113    |  | 2                   |  | 2 %     
|Real estate and occupancy costs                             |  | 78                          |  | 78     |  |                    |  |  %     
|Other                                                       |  | 142                         |  | 129    |  | 13                  |  | 10 %    
|                                                            |  |                             |  |        |  |                     |  |         
|Total general, administrative and other operating           |  | 459                         |  | 468    |  | (9)                 |  | (2)%    
|                                                            |  |                             |  |        |  |                     |  |         
|Affiliates                                                  |  | 45                          |  | 35     |  | 10                  |  | 29 %    
|Depreciation and amortization                               |  | 514                         |  | 554    |  | (40)                |  | (7)%    
|                                                            |  |                             |  |        |  |                     |  |         
|Total operating expenses                                    |  | $1,909                      |  | $1,879 |  | $30                 |  | 2 %     
|                                                            |  |                             |  |        |  |                     |  |         

Cost of Sales (exclusive of depreciation and amortization)

Cost of sales are costs incurred in providing products and services to our customers. These include: employee-related costs directly attributable to
operating and maintaining our network (such as salaries, wages and certain benefits); and other cost of sales directly related to our network operations (such as professional fees, materials and supplies and outsourced services).

Employee-related costs increased primarily due to a severance charge of $44 million in the first quarter of 2008 related to network operations as we
continue to adjust our workforce in response to changes in the telecommunications industry. This increase was partially offset by overall employee reductions compared to the first quarter of 2007. Other cost of sales increased primarily due to
higher professional fees for operating and maintaining our network and outsourced services costs and higher equipment sales costs.



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Selling Expenses

Selling expenses are costs incurred in selling products and services to our customers. These include: employee-related costs directly attributable to selling products or services (such as salaries, wages, internal
commissions and certain benefits); marketing, advertising and external commissions; bad debt; and other selling costs (such as professional fees and outsourced services).

Employee-related costs increased primarily due to an increase in our sales force to support growth in our data and Internet products and services.

Marketing, advertising and external commissions increased primarily due to higher advertising costs to promote product bundling and other promotions,
such as Price for Life. We expect our total marketing and advertising costs for 2008 to be slightly lower than our 2007 level.

Other selling costs increased due to higher postage and professional fees.

General, Administrative and Other Operating
Expenses

General, administrative and other operating expenses are corporate overhead and other operating costs. These include:
employee-related costs for administrative functions (such as salaries, wages and certain benefits); taxes and fees (such as property and other taxes and USF charges); real estate and occupancy costs (such as rents and utility costs); and other
general, administrative and other operating costs (such as professional fees, outsourced services, litigation related charges and general computer systems support services). General, administrative and other operating expenses also include our
pension and post-retirement benefits costs for all employees and retirees.

Employee-related costs decreased primarily due to lower pension
costs, health care costs and payroll taxes partially offset by increased post-retirement costs.

Other general, administrative and other
operating costs increased due to higher professional fees and a credit for a regulatory matter in the first quarter of 2007.

Affiliate
Expenses

Affiliate expenses include charges for our use of long-distance services, wholesale Internet access and insurance.

Affiliate expenses increased primarily due to a credit for general liability insurance adjustment in 2007 and increased charges for long-distance
services as we continued to transition our employees use of these services to an affiliate. These increases were partially offset by a credit for retiree benefits in the first quarter of 2008.

Depreciation and Amortization

The
following table provides detail regarding depreciation and amortization expense:



|                                    |  |                             |  |      |  |          |  |         
|----------------------------------- |  | --------------------------- |  | ---- |  | -------- |  | --------
|                                    |  | Three Months EndedMarch 31, |  |      |  |         
|                                    |  | 2008                        |  | 2007 |  | Decrease |  | % Change
|                                    |  | (Dollars in millions)       |  |     
|Depreciation and amortization:      |  |                             |  |      |  |          |  |         
|Depreciation                        |  | $464                        |  | $502 |  | $(38)    |  | (8)%    
|Amortization                        |  | 50                          |  | 52   |  | (2)      |  | (4)%    
|                                    |  |                             |  |      |  |          |  |         
|Total depreciation and amortization |  | $514                        |  | $554 |  | $(40)    |  | (7)%    
|                                    |  |                             |  |      |  |          |  |         



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Depreciation expense decreased due to lower capital expenditures and the changing mix of our investment
in property, plant and equipment since 2002. If our capital investment program remains approximately the same and we do not significantly decrease our estimates of the useful lives of our assets, we expect that our depreciation expense will continue
to decrease.

Other Consolidated Results

The following table provides detail regarding other expense (income)net and income tax expense:



|                                                                |  |                             |  |      |  |                      |  |         
|--------------------------------------------------------------- |  | --------------------------- |  | ---- |  | -------------------- |  | --------
|                                                                |  | Three Months EndedMarch 31, |  |      |  |                     
|                                                                |  | 2008                        |  | 2007 |  | Increase/ (Decrease) |  | % Change
|                                                                |  | (Dollars in millions)       |  |     
|Other expense (income)net:                                     |  |                             |  |      |  |                      |  |         
|Interest expense on long-term borrowings and capital leasesnet |  | $151                        |  | $152 |  | $(1)                 |  | (1)%    
|Othernet                                                       |  | 1                           |  | (3)  |  | 4                    |  | nm      
|                                                                |  |                             |  |      |  |                      |  |         
|Total other expense (income)net                                |  | $152                        |  | $149 |  | $3                   |  | 2 %     
|                                                                |  |                             |  |      |  |                      |  |         
|                                                                |  |                             |  |     
|Income tax expense                                              |  | $214                        |  | $239 |  | $(25)                |  | (10)%   



nmPercentages greater than 200% and comparisons between positive and negative values or to/from zero values are considered not meaningful.

Othernet includes, among other things, interest income, other interest expense, such as interest on income taxes, and gains or losses related to
fair value interest rate hedges.

The effective income tax rate is the provision for income taxes as a percentage of income before income
taxes. Our effective income tax rate was 38% and 37% for the three months ended March 31, 2008 and 2007, respectively.

Liquidity and
Capital Resources

We are a wholly owned subsidiary of QSC, which is wholly owned by QCII. As such, factors relating to, or affecting,
QCIIs liquidity and capital resources could have material impacts on us, including changes in the markets perception of us and impacts on our credit ratings and on our access to capital markets. QCII and its consolidated subsidiaries had
total borrowings of $14.3 billion at March 31, 2008 and December 31, 2007.

QCII has cash management arrangements between
certain of its subsidiaries that include lines of credit, affiliate obligations, capital contributions and dividends. As part of these cash management arrangements, affiliates provide lines of credit to certain other affiliates. Amounts outstanding
under these lines of credit and inter-company obligations vary from time to time and are classified as short-term borrowings.

Near-Term View

We had $416 million in cash and cash equivalents available at March 31, 2008. For the three months ended March 31,
2008, our cash was provided by operating activities. For the next 12 months, we expect to use our available excess cash primarily to pay dividends and income taxes to QSC and to make additional investments in our network. We expect our 2008 capital
expenditures to be slightly higher than our 2007 level. For the three months ended March 31, 2008, we declared a dividend of $1 billion to QSC.

Our working capital deficit, or the amount by which our current liabilities exceed our current assets, was $1.266 billion as of March 31, 2008 and $904 million as of December 31, 2007. Our working
capital deficit



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increased by $362 million primarily due to a dividend declared to QSC and capital expenditures, partially offset by earnings before depreciation,
amortization and income taxes.

Our working capital deficit is primarily caused by dividends that we pay to QSC. The timing of cash
payments for declared dividends to QSC is at our discretion in consultation with QSC. We continue to produce significant cash from operating activities, and we believe that our cash on hand and our cash flows from operations should be sufficient to
meet our cash needs through the next 12 months. We have approximately $320 million of debt maturing in the next 12 months, and we may elect to refinance some or all of that debt.

Due to recent turmoil in the credit markets, we may not be able to refinance maturing debt at terms that are as favorable as those from which we
previously benefited or at terms that are acceptable to us.

To the extent that QCIIs earnings before interest, taxes, depreciation
and amortization, or EBITDA (as defined in QCIIs debt covenants), is reduced by cash judgments, settlements and/or tax payments, its debt to consolidated EBITDA ratios under certain debt agreements will be adversely affected. This could reduce
QCIIs liquidity and flexibility due to potential restrictions on drawing on its line of credit and potential restrictions on incurring additional debt under certain provisions of its debt agreements. As a wholly owned subsidiary of QCII, our
business operations and financial condition could be similarly affected, potentially impacting our credit ratings and access to capital markets.

On March 27, 2008, in connection with the addition of a new lender to its revolving credit facility (referred to as the Credit Facility), QCII increased the amount available to it under the Credit Facility from $850 million to
$910 million. The Credit Facility is currently undrawn and expires in October 2010. The Credit Facility contains various limitations, including a restriction on using any proceeds from the facility to pay settlements or judgments relating
to securities-related actions discussed in Note 6Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report. Any amounts drawn on the Credit Facility are guaranteed by QSC
and are secured by a senior lien on our stock.

On April 17, 2008, QCIIs Board of Directors declared a quarterly dividend of
$0.08 per share totaling approximately $140 million, payable on May 30, 2008 to shareholders of record as of May 9, 2008. It is the expectation of QCIIs Board of Directors to pay a quarterly dividend going forward.

On October 4, 2006, QCIIs Board of Directors approved a stock repurchase program for up to $2 billion of QCIIs common stock over
two years. In the first quarter of 2008, QCII repurchased 31 million shares of its common stock under this program at a weighted average price per share of $5.58. As of March 31, 2008, QCII had repurchased a total of $1.551 billion of
common stock under this program; thus $449 million remained available for stock repurchases. It is QCIIs intention to fully achieve this plan in 2008, while reviewing, on a regular basis, opportunities to enhance shareholder returns.

Long-Term View

We have
historically operated with a working capital deficit due to our practice of declaring and paying regular cash dividends to QSC and it is likely that we will operate with a working capital deficit in the future. As discussed below, we continue to
generate substantial cash from operations. We believe that cash provided by operations, combined with our current cash position and continued access to capital markets to refinance our debt as it matures, should allow us to meet our cash
requirements for the foreseeable future. Due to recent turmoil in the credit markets, we may not be able to refinance maturing debt at terms that are as favorable as those from which we previously benefited or at terms that are acceptable to us.

We may periodically need to obtain financing in order to meet our debt obligations as they come due. We may also need to obtain additional
financing or investigate other methods to generate cash (such as further cost reductions or the sale of assets) if revenue and cash provided by operations decline, if economic conditions



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weaken, if competitive pressures increase or if we or QCII become subject to significant judgments or settlements in one or more of the matters discussed in
Note 6Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report. In the event of an adverse outcome in one or more of these matters, we or QCII could be required to make
significant payments that may cause us to draw down significantly on our cash balances. The magnitude of any settlements or judgments resulting from these matters could materially and adversely affect QCIIs financial condition and ability to
meet its debt obligations, potentially impacting its credit ratings, its ability to access capital markets and its compliance with debt covenants. As a wholly owned subsidiary of QCII, our business operations and financial condition could be
similarly affected, potentially impacting our credit ratings and access to capital markets.

The Credit Facility makes available to QCII
$910 million of additional credit subject to certain restrictions as described below and is currently undrawn. This facility has a cross payment default provision, and this facility and certain other debt issues of QCII and its other
subsidiaries also have cross acceleration provisions. When present, such provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument. These provisions generally provide that
a cross default under these debt instruments could occur if:



| |  |  | QCII fails to pay any indebtedness when due in an aggregate principal amount greater than $100 million;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | any indebtedness is accelerated in an aggregate principal amount greater than $100 million; or
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | judicial proceedings are commenced to foreclose on any of QCIIs assets that secure indebtedness in an aggregate principal amount greater than
$100 million.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon such a cross default, the creditors of a material amount of QCIIs debt may elect to
declare that a default has occurred under their debt instruments and to accelerate the principal amounts due such creditors. Cross acceleration provisions are similar to cross default provisions, but permit a default in a second debt instrument to
be declared only if in addition to a default occurring under the first debt instrument, the indebtedness due under the first debt instrument is actually accelerated. As a wholly owned subsidiary of QCII, in the event of such a cross-default or
cross-acceleration, our business operations and financial condition could be affected, potentially impacting our credit ratings and access to the capital markets. In addition, the Credit Facility contains various limitations, including a restriction
on using any proceeds from the facility to pay settlements or judgments relating to the securities-related actions discussed in Note 6Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part
I of this report.

Historical View

The following table summarizes cash flow activities for the three months ended March 31, 2008 and 2007:



|                                 |  |                             |  |        |  |                   |  |         
|-------------------------------- |  | --------------------------- |  | ------ |  | ----------------- |  | --------
|                                 |  | Three Months EndedMarch 31, |  |        |  |                  
|                                 |  | 2008                        |  | 2007   |  | Increase/Decrease |  | % Change
|                                 |  | (Dollars in millions)       |  |       
|Cash flows:                      |  |                             |  |        |  |                   |  |         
|Provided by operating activities |  | $978                        |  | $1,014 |  | $(36)             |  | (4)%    
|Used for investing activities    |  | 380                         |  | 299    |  | 81                |  | 27 %    
|Used for financing activities    |  | 474                         |  | 610    |  | (136)             |  | (22)%   

Operating Activities

Cash provided by operating activities decreased primarily due to increases in cost of sales and selling expenses, which are discussed above.



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Investing Activities

Cash used for investing activities increased primarily due to higher capital expenditures to support anticipated growth in our data and Internet services.

Financing Activities

Cash used for
financing activities decreased primarily due to an equity infusion from QSC of $190 million in connection with the transfer to us of most of QSCs administrative and other functions and related assets and liabilities.

We paid cash dividends of $700 million and $725 million for the three months ended March 31, 2008 and 2007, respectively. We may declare
and pay dividends to QSC in excess of our earnings to the extent permitted by applicable law. Our debt covenants do not limit the amount of dividends we can pay to QSC.

As of March 31, 2008, we were in compliance with all provisions and covenants of our borrowings.

Letters of Credit

As of March 31, 2008, we had outstanding letters of credit of approximately $57 million.

Risk Management

We are exposed to market
risks arising from changes in interest rates. The objective of our interest rate risk management program is to manage the level and volatility of our interest expense. We may employ derivative financial instruments to manage our interest rate risk
exposure.

During the first quarter of 2008, we entered into interest rate hedges as part of our long- and short-term debt strategies. Our
short-term debt strategy is to take advantage of recent decreases in interest rates by swapping floating rate debt to fixed rate debt using cash flow interest rate swaps. A high percentage of our total debt has a fixed interest rate. Our long-term
debt strategy is to decrease our exposure to changes in the fair value of our fixed interest rate debt by entering into fair value hedges. For additional information on these interest rate hedges, see Note 3Borrowings to our condensed
consolidated financial statements in Item 1 of Part I of this report. A hypothetical increase of 100 basis points in the London Interbank Offered Rate, or LIBOR, would not have had a material effect on our other expense related to
these hedges for the three months ended March 31, 2008.

Approximately $750 million of our floating-rate debt was exposed to
changes in interest rates as of March 31, 2008 and December 31, 2007. This exposure is linked to LIBOR. A hypothetical increase of 100 basis points in LIBOR would not have had a material effect on pre-tax interest expense for the
three months ended March 31, 2008. As of March 31, 2008 and December 31, 2007, we had approximately $320 million of long-term fixed rate debt obligations maturing in the subsequent 12 months. We are exposed to changes in interest
rates at any time that we choose to refinance this debt. A hypothetical increase of 100 or 200 basis points in the interest rate on any refinancing of the current portion of long-term debt would not have a material effect on our earnings.

As of March 31, 2008, our cash and investments managed by QSC included $370 million of highly liquid instruments,
$73 million of auction rate securities and $39 million in an investment fund. As interest rates change, so will the interest income derived from these instruments. Assuming that these investment balances were to remain constant, a
hypothetical decrease of 100 basis points in interest rates would not have a material effect on our earnings.



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Off-Balance Sheet Arrangements

There were no substantial changes to our off-balance sheet arrangements or contractual commitments in the three months ended March 31, 2008, when compared to the disclosures provided in our Annual Report on
Form 10-K for the year ended December 31, 2007.

Special Note Regarding Forward-Looking Statements

This Form 10-Q contains or incorporates by reference forward-looking statements about our financial condition, results of operations and business.
These statements include, among others:



| |  |  | statements concerning the benefits that we expect will result from our business activities and certain transactions we have completed, such as increased revenue,
decreased expenses and avoided expenses and expenditures; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

These statements may be made expressly in this document or may be incorporated by reference to other documents we have
filed or will file with the Securities and Exchange Commission, or SEC. You can find many of these statements by looking for words such as may, would, could, should, plan,
believes, expects, anticipates, estimates, or similar expressions used in this document or in documents incorporated by reference in this document.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially
different from any future results expressed or implied by us in those statements. Some of these risks are described in Item 1A of Part II of this report.

These risk factors should be considered in connection with any written or oral forward-looking statements that we or persons acting on our behalf may issue. Given these uncertainties, we caution investors not to
unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances
after the date of this document or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this document is a statement of our intentions as of the date of this document and is based upon, among
other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in
such factors, in our assumptions or otherwise.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

The information under the heading Risk Management in Item 2 of Part I of this report is incorporated herein by reference.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

The effectiveness of our
or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of
future events and the inability to eliminate misconduct completely. As a result, there can be no assurance that our disclosure controls and procedures will detect all errors or fraud. By their nature, our or any system of disclosure controls and
procedures can provide only reasonable assurance regarding managements control objectives.



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Under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act) as of
March 31, 2008. On the basis of this review, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance
that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions
regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred in the first quarter
of 2008 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART IIOTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

The information contained in
Note 6Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report is incorporated herein by reference.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Risks Affecting Our Business

Increasing competition, including product substitution, continues to cause access line losses, which could adversely affect our operating results and financial
performance.

We compete in a rapidly evolving and highly competitive market, and we expect competition to continue to intensify. We
are facing greater competition in providing wireline services from cable companies, wireless providers (including one of our affiliates), facilities-based providers using their own networks as well as those leasing parts of our network, and
resellers. In addition, regulatory developments over the past several years have generally increased competitive pressures on our business. Due to some of these and other factors, we continue to lose access lines.

We are continually evaluating our responses to these competitive pressures. Our most recent responses include product bundling and packaging and
QCIIs and our continuing focus on customer service. However, we may not be successful in these efforts. We may not be able to distinguish our service levels from those of our competitors, and we may not be successful in integrating our product
offerings, especially products for which we act as a reseller, such as satellite video services. Even if we are successful, these initiatives may not be sufficient to offset our continuing loss of access lines. If these initiatives are unsuccessful
or insufficient and our revenue declines significantly without corresponding cost reductions, this will cause a significant deterioration to our results of operations and financial condition and adversely affect our ability to service debt and pay
other obligations.

Consolidation among participants in the telecommunications industry may allow our competitors to compete more effectively against
us, which could adversely affect our operating results and financial performance.

The telecommunications industry has experienced
some consolidation, and several of our competitors have consolidated with other telecommunications providers. This consolidation results in competitors that are larger and better financed and affords our competitors increased resources and greater
geographical reach, thereby enabling those competitors to compete more effectively against us. We have begun to experience and expect further increased pressures as a result of this consolidation and in turn have been and may continue to be forced
to respond with lower profit margin product offerings and pricing plans in an effort to retain and attract customers. These pressures could adversely affect our operating results and financial performance.

Rapid changes in technology and markets could require substantial expenditure of financial and other resources in excess of contemplated levels, and any inability
to respond to those changes could reduce our market share.

The telecommunications industry is experiencing significant
technological changes, and our ability to execute our business plans and compete depends upon our ability to develop and deploy new products and services, such as broadband data and satellite video services. The development and deployment of new
products and services could also require substantial expenditure of financial and other resources in excess of contemplated levels. If we are not able to develop new products and services to keep pace with technological advances, or if those
products and services are not widely accepted by customers, our ability to compete could be adversely affected and our market share could decline. Any inability to keep up with changes in technology and markets could also adversely affect the
trading price of our debt securities.



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Risks Relating to Legal and Regulatory Matters

Any adverse outcome of the securities-related matters pending against QCII, including the KPNQwest litigation, could have a material adverse impact on our financial condition and operating results, on the
trading price of our debt securities and on our ability to access the capital markets.

As described in Note 6Commitments
and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report, the securities-related matters, including the KPNQwest matters, present material and significant risks to QCII and us. In the
aggregate, the plaintiffs in the KPNQwest matters seek billions of dollars in damages. In addition, the outcome of one or more of these matters could have a negative impact on the outcomes of the other matters. QCII continues to defend against these
matters vigorously and is currently unable to provide any estimate as to the timing of their resolution. In addition, the ultimate outcome of the appeal by Messrs. Nacchio and Woodruff of the decision approving the settlement of the consolidated
securities action is uncertain and could result in the payment of additional monies by QCII in connection with indemnification claims by Messrs. Nacchio and Woodruff.

We can give no assurance as to the impacts on QCIIs and our financial results or financial condition that may ultimately result from these matters. The ultimate outcomes of these matters are still uncertain, and
substantial settlements or judgments in these matters could have a significant impact on QCII and us. The magnitude of such settlements or judgments resulting from these matters could materially and adversely affect QCIIs financial condition
and ability to meet its debt obligations, potentially impacting its credit ratings, its ability to access capital markets and its compliance with debt covenants. In addition, the magnitude of any such settlements or judgments may cause QCII to draw
down significantly on its cash balances, which might force it to obtain additional financing or explore other methods to generate cash. Such methods could include issuing additional securities or selling assets. As a wholly owned subsidiary of QCII,
our business operations and financial condition could be similarly affected.

Further, there are other material proceedings pending against
QCII and us as described in Note 6Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report that, depending on their outcome, may have a material adverse effect on QCIIs
and our financial position. Thus, we can give no assurances as to the impacts on QCIIs and our financial results or financial condition as a result of these matters.

We operate in a highly regulated industry and are therefore exposed to restrictions on our manner of doing business and a variety of claims relating to such regulation.

We are subject to significant state and federal regulation. Interstate communications (including international communications that originate or terminate
in the U.S.) are regulated by the Federal Communications Commission, or FCC, pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, and other laws. Intrastate communications are regulated by state utilities
commissions pursuant to state utility laws. Generally, we must obtain and maintain certificates of authority from the FCC and regulatory bodies in most states where we offer regulated services and must obtain prior regulatory approval of rates,
terms and conditions for regulated services, where required. We are subject to numerous, and often quite detailed, requirements under federal, state and local laws, rules and regulations. Accordingly, we cannot ensure that we are always in
compliance with all these requirements at any single point in time. The agencies responsible for the enforcement of these laws, rules and regulations may initiate inquiries or actions based on customer complaints or on their own initiative.

Regulation of the telecommunications industry is changing rapidly, and the regulatory environment varies substantially from state to
state. A number of state legislatures and state utility commissions have adopted reduced or modified forms of regulation for retail services. These changes also generally allow more flexibility for rate changes and for new product introduction, and
they enhance our ability to respond to competition. At the same time, some of the changes at both the state and federal level may have the potential effect of reducing some



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regulatory protections, including having FCC-approved tariffs that include rates, terms and conditions. Despite these regulatory changes, a substantial
portion of our local voice services revenue remains subject to FCC and state utility commission pricing regulation, which could expose us to unanticipated price declines. There can be no assurance that future regulatory, judicial or legislative
activities will not have a material adverse effect on our operations, or that regulators or third parties will not raise material issues with regard to our compliance or noncompliance with applicable regulations.

All of our operations are also subject to a variety of environmental, safety, health and other governmental regulations. We monitor our compliance with
federal, state and local regulations governing the discharge and disposal of hazardous and environmentally sensitive materials, including the emission of electromagnetic radiation. Although we believe that we are in compliance with such regulations,
any such discharge, disposal or emission might expose us to claims or actions that could have a material adverse effect on our business, financial condition and operating results.

Risks Affecting Our Liquidity

QCIIs high debt levels pose risks to our viability and may make us more
vulnerable to adverse economic and competitive conditions, as well as other adverse developments.

Our ultimate parent, QCII,
continues to carry significant debt. As of March 31, 2008, our consolidated debt was approximately $7.9 billion, which was included in QCIIs consolidated debt of $14.3 billion. Approximately $4.9 billion of QCIIs
debt, which includes approximately $820 million of our debt obligations, comes due over the next three years. The $4.9 billion amount also includes $1.265 billion of QCIIs 3.50% Convertible Senior Notes due 2025
(the 3.50% Convertible Senior Notes), which QCII may elect to redeem, and the holders may elect to convert, in November 2010. In addition, holders of these 3.50% Convertible Senior Notes may elect to convert the principal
of their notes into cash during periods when specified, market-based conversion requirements are met. However, QCII does not anticipate holders will make such an election because these notes have historically traded at market prices above the
estimated conversion values. While we currently believe QCII and we will have the financial resources to meet our obligations when they come due, we cannot anticipate what QCIIs and our future condition will be. We may have unexpected costs
and liabilities and we may have limited access to financing. In addition, it is QCIIs intention to fully achieve by the end of 2008 the remaining $449 million of stock repurchases available under its previously disclosed stock repurchase
program. Also, QCII paid a quarterly dividend totaling $142 million in the first quarter of 2008, and in April 2008 QCIIs Board of Directors declared a second quarterly dividend totaling approximately $140 million, payable in May
2008. It is the expectation of QCIIs Board of Directors to pay a quarterly dividend going forward. Cash used by QCII to purchase its common stock or to pay dividends will not be available for other purposes, including the repayment of debt.

We may periodically need to obtain financing in order to meet our debt obligations as they come due. Due to recent turmoil in the credit
markets, we may not be able to refinance maturing debt at terms that are as favorable as those from which we previously benefited or at terms that are acceptable to us. We may also need to obtain additional financing or investigate other methods to
generate cash (such as further cost reductions or the sale of assets) if revenue and cash provided by operations decline, if economic conditions weaken, if competitive pressures increase or if QCII or we become subject to significant judgments or
settlements in one or more of the matters as further discussed in Note 6Commitments and Contingencies to our condensed consolidated financial statements in Item 1 of Part I of this report. We can give no assurance that this
additional financing will be available on terms that are acceptable. Also, we may be impacted by factors relating to or affecting our liquidity and capital resources due to perception in the market, impacts on our credit ratings or provisions in our
financing agreements that may restrict our flexibility under certain conditions.

QCIIs $910 million revolving credit facility
(referred to as the Credit Facility), which is currently undrawn, has a cross payment default provision, and the Credit Facility and certain other debt issues of QCII and its other



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subsidiaries have cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a
default or acceleration of a single debt instrument. As a subsidiary of QCII, any such event could adversely affect our ability to conduct business or access the capital markets and could adversely impact our credit ratings. In addition, the Credit
Facility contains various limitations, including a restriction on using any proceeds from the facility to pay settlements or judgments relating to the securities-related actions discussed in Note 6Commitments and Contingencies to our
condensed consolidated financial statements in Item 1 of Part I of this report.

The degree to which we, together with QCII, are
leveraged may have other important limiting consequences, including the following:



| |  |  | placing us at a competitive disadvantage as compared with our less leveraged competitors;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | making us more vulnerable to downturns in general economic conditions or in any of our businesses;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | impairing our ability to obtain additional financing in the future for working capital, capital expenditures or general corporate purposes.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

We may be unable to significantly reduce the substantial capital requirements or operating expenses necessary to continue to
operate our business, which may in turn affect our operating results.

The industry in which we operate is capital intensive, and we
anticipate that our capital requirements will continue to be significant in the coming years. Although we have reduced our operating expenses over the past few years, we may be unable to further significantly reduce these costs, even if revenue in
some areas of our business is decreasing. While we believe that our planned level of capital expenditures will meet both our maintenance and our core growth requirements going forward, this may not be the case if circumstances underlying our
expectations change.

Adverse changes in the value of assets or obligations associated with QCIIs employee benefit plans could negatively
impact QCIIs stockholders equity balance, which may in turn affect our business and liquidity.

Our employees
participate in employee benefit plans sponsored by QCII.

QCII maintains a qualified pension plan, a nonqualified pension plan and
post-retirement benefit plans. QCIIs condensed consolidated balance sheets indirectly reflect the value of all plan assets and benefit obligations under these plans. The accounting for employee benefit plans is complex, as is the process of
calculating the benefit obligations under the plans. Adverse changes in interest rates or market conditions, among other assumptions and factors, could cause a significant increase in QCIIs benefit obligations or a significant decrease of the
asset values without necessarily impacting QCIIs net income in the short term. In addition, QCIIs benefit obligations could increase significantly if it needs to unfavorably revise the assumptions it used to calculate the obligations.
Because the combined value of plan assets and the combined benefit obligations are each approximately 20 times larger than QCIIs stockholders equity as of December 31, 2007, these adverse changes could have a significant negative
impact on its stockholders equity. Stockholders equity is one of several measures used by certain customers and vendors, among others, to evaluate a companys financial condition. As such, a significant negative impact on
QCIIs stockholders equity could adversely impact QCIIs and our competitiveness in obtaining favorable purchase arrangements and make it more challenging for QCII and us to compete for certain sales contracts, among other things.

In addition, with respect to QCIIs qualified pension plan, adverse changes could require QCII to contribute a material amount of
cash to the plan or could accelerate the timing of any required payments. However, based on current actuarial analyses and forecasts, QCII does not expect to be required to make any such contributions in the near term.



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Because we are a wholly owned subsidiary of QCII, these events could adversely affect our ability to
conduct business or to access the capital markets.

The cash needs of our affiliated companies consume a significant amount of the cash we generate.

We regularly declare and pay dividends to our direct parent, QSC. We may declare and pay dividends in excess of our earnings to the
extent permitted by applicable law, which may consume a significant amount of the cash we generate. Our debt covenants do not limit the amount of dividends we can pay to our parent.

Our debt agreements and the debt agreements of QCII allow us and QCII to incur significantly more debt, which could exacerbate the other risks described in this report.

The terms of QCIIs and our debt instruments permit both QCII and us to incur additional indebtedness. Additional debt may be necessary for many
reasons, including to adequately respond to competition, to comply with regulatory requirements related to our service obligations or for financial reasons alone. Incremental borrowings or borrowings at maturity on terms that impose additional
financial risks to our various efforts to improve our financial condition and results of operations could exacerbate the other risks described in this report.

Other Risks Relating to Qwest

If conditions or assumptions differ from the judgments, assumptions or estimates used in our critical
accounting policies, the accuracy of our financial statements and related disclosures could be affected.

The preparation of
financial statements and related disclosures in conformity with accounting principles generally accepted in the United States, requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated
financial statements and accompanying notes. Our critical accounting policies, which are described in our Annual Report on Form 10-K for the year ended December 31, 2007, describe those significant accounting policies and methods used in
the preparation of our consolidated financial statements that are considered critical because they require judgments, assumptions and estimates that materially impact our consolidated financial statements and related disclosures. As a
result, if future events or assumptions differ significantly from the judgments, assumptions and estimates in our critical accounting policies, these events or assumptions could have a material impact on our consolidated financial statements and
related disclosures.

Taxing authorities may determine we owe additional taxes relating to various matters, which could adversely affect our
financial results.

We are included in the consolidated federal income tax return of QCII. As such, we could be severally liable for
tax examinations and adjustments attributed to other members of the QCII affiliated group. As a significant taxpayer, QCII is subject to frequent and regular audits by the Internal Revenue Service, or IRS, as well as state and local tax authorities.
These audits could subject us to tax liabilities if adverse positions are taken by these tax authorities. In June 2006, QCII received notices of proposed adjustments on several significant issues for the 2002 through 2003 audit cycle, including a
proposed adjustment disallowing a loss recognized by QCII relating to the sale of its DEX directory publishing business. QCII has reached a tentative settlement with the IRS on several of these issues, including the DEX sale. These settlements are
subject to formal review and approval by the IRS, and there is no assurance that these settlements will ultimately be effected in accordance with QCIIs expectations.

In April 2008, QCII received from the IRS proposed adjustments on several significant issues for the 2004 and 2005 audit cycle. QCII is in the process of
reviewing and evaluating the IRSs positions in the proposed adjustments, and as QCII evaluates the uncertain tax positions raised by the proposed adjustments we may determine that we need to record additional income tax expense. There can be
no assurance that QCII and the IRS will reach settlements on any of these issues or that, if QCII does reach settlements, the terms will be favorable to us.



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Because prior to 1999 we were a member of affiliated groups filing consolidated U.S. federal income tax
returns, we could be severally liable for tax examinations and adjustments not directly applicable to us or to current members of the QCII affiliated group. Tax sharing agreements have been executed between QCII and previous affiliates, and QCII
believes the liabilities, if any, arising from adjustments to previously filed returns would be borne by the affiliated group member determined to have a deficiency under the terms and conditions of such agreements and applicable tax law. We have
not generally provided for liabilities attributable to current or former affiliated companies or for claims they have asserted or may assert against us.

We believe that we have adequately provided for tax contingencies. However, our tax audits and examinations may result in tax liabilities that differ materially from those that we have recorded in our condensed
consolidated financial statements. Because the ultimate outcomes of all of these matters are uncertain, we can give no assurance as to whether an adverse result from one or more of them will have a material effect on our financial results.

If we fail to extend or renegotiate our collective bargaining agreements with our labor unions as they expire from time to time, or if our unionized
employees were to engage in a strike or other work stoppage, our business and operating results could be materially harmed.

We are
a party to collective bargaining agreements with our labor unions, which represent a significant number of our employees. Our current three-year agreements with the CWA and the IBEW will expire on August 16, 2008. Although we believe that our
relations with our employees are satisfactory, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire from time to time. The impact of future negotiations, including
changes in wages and benefit levels, could have a material impact on our financial results. Also, if we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if our unionized workers engage in a
strike or other work stoppage, we could incur higher ongoing labor costs or experience a significant disruption of operations, which could have a material adverse effect on our business.

As a result of recent regulatory developments or other business needs, QCII is reorganizing the legal structure of its subsidiaries, which could adversely affect the trading price of our debt securities and our
credit ratings.

In February 2007, the FCC issued an order that freed us from some regulatory obligations under the
Telecommunications Act. Among other things, the order gives us more flexibility to integrate our local operations with the long-distance operations of QCII and gives QCII more flexibility to integrate the operations of its subsidiaries that provide
shared services to us and QCIIs other subsidiaries. In light of this order and consistent with QCIIs continuing strategy to simplify its and our corporate structure and gain operational efficiencies, QCII has made changes to the legal
organization of some of its subsidiaries and has moved some of its operations among its subsidiaries. QCII continues to evaluate other ways to better organize its legal organization and operations of its subsidiaries and may make additional changes
in the future. In connection with these activities, we do not expect that QCII will consummate any business combinations or other transactions that will adversely affect our consolidated financial condition or results of operations. However, if we
continue to be involved in any of these activities and are unable to successfully integrate the affected operations, the trading price of our debt securities and credit ratings could be adversely affected. Additionally, these reorganization
activities will impact the entities that are consolidated into our financial statements and, as a result, our future financial statements will be different from the financial statements we have historically presented. Therefore, our historical
financial performance might not be indicative of future financial performance.



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ITEM 6. EXHIBITS

Exhibits identified in parentheses below are on file with the SEC and are incorporated
herein by reference. All other exhibits are provided as part of this electronic submission.



|              |  |                                                                                                                                                                                                                                                                                                    
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                        
|(3.1)         |  | Restated Articles of Incorporation of Qwest Corporation (incorporated by reference to Qwest Corporations Annual Report on Form 10-K for
the year ended December 31, 1997, File No. 001-03040).                                                                                                    
|              | 
|(3.2)         |  | Articles of Amendment to the Articles of Incorporation of Qwest Corporation (incorporated by reference to Qwest Corporations Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, File No. 001-03040).                                                                              
|              | 
|(3.3)         |  | Amended and Restated Bylaws of Qwest Corporation (incorporated by reference to Qwest Corporations Annual Report on Form 10-K for the year
ended December 31, 2002, File No. 001-03040).                                                                                                           
|              | 
|(4.1)         |  | Indenture, dated as of April 15, 1990, by and between Mountain States Telephone and Telegraph Company and The First National Bank of Chicago (incorporated by reference to Qwest
Corporations Annual Report on Form 10-K for the year ended December 31, 2002, File No. 001-03040).               
|              | 
|(4.2)         |  | First Supplemental Indenture, dated as of April 16, 1991, by and between U S WEST Communications, Inc. and The First National Bank of
Chicago (incorporated by reference to Qwest Corporations Annual Report on Form 10-K for the year ended December 31, 2002, File No. 001-03040).              
|              | 
|(4.3)         |  | Indenture, dated as of October 15, 1999, by and between U S West Communications, Inc. and Bank One Trust Company, N.A. (incorporated by reference to Qwest Corporations
Annual Report on Form 10-K for the year ended December 31, 1999, File No. 001-03040).                                     
|              | 
|(4.4)         |  | Officers Certificate of Qwest Corporation, dated as of March 12, 2002 (including forms of 8 7/8% notes due March 15, 2012) (incorporated by reference to Qwest Corporations Form S-4, File No. 333-115119).                                                                                      
|              | 
|(4.5)         |  | First Supplemental Indenture, dated as of August 19, 2004, by and between Qwest Corporation and U.S. Bank National Association
(incorporated by reference to Qwest Communications International Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 001-15577).
|              | 
|(4.6)         |  | Second Supplemental Indenture, dated as of November 23, 2004, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Qwest
Corporations Current Report on Form 8-K filed November 23, 2004, File No. 001-03040).                                       
|              | 
|(4.7)         |  | Third Supplemental Indenture, dated as of June 17, 2005, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Qwest Corporations Current
Report on Form 8-K filed June 23, 2005, File No. 001-03040).                                                
|              | 
|(4.8)         |  | Fourth Supplemental Indenture, dated August 8, 2006, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Qwest Corporations Current
Report on Form 8-K filed August 8, 2006, File No. 001-03040).                                                   
|              | 
|(4.9)         |  | Fifth Supplemental Indenture, dated May 16, 2007, by and between Qwest Corporation and U.S. Bank National Association (incorporated by reference to Qwest Corporations Current Report
on Form 8-K filed May 18, 2007, File No. 001-03040).                                                        



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|              |  |                                                                                                                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                   
|(10.1)        |  | Registration Rights Agreement, dated August 8, 2006, by and among Qwest Corporation and the initial purchasers listed therein (incorporated by reference to Qwest Corporations Current
Report on Form 8-K filed August 8, 2006, File No. 001-03040).                         
|              | 
|(10.2)        |  | Registration Rights Agreement, dated May 16, 2007, among Qwest Corporation and the initial purchasers listed therein (incorporated by reference to Qwest Corporations Current Report on
Form 8-K filed May 18, 2007, File No. 001-03040).                                    
|              | 
|(10.3)        |  | Aircraft Time Sharing Agreement, dated December 13, 2007, by and between Qwest Corporation and Edward A. Mueller (incorporated by reference to Qwest Communications International Inc.s
Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-15577).
|              | 
|12            |  | Calculation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                            
|              | 
|31.1          |  | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                              
|              | 
|31.2          |  | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                              
|              | 
|32            |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       



|(    ) | Previously filed.
|------ | -----------------

In accordance with Item 601(b)
(4) (iii) (A) of Regulation S-K, copies of certain instruments defining the rights of holders of certain of our long-term debt are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such
instrument to the SEC upon request.



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##### Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



QWEST CORPORATIONBy:

/s/ R. William JohnstonR. William JohnstonVice President and Controller(Chief Accounting Officer and Duly Authorized Officer)


May 6, 2008



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