<PAGE>   1

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                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, 2001

                                       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 NUMBER 1-3040

                               QWEST CORPORATION

<TABLE>
<S>                                             <C>
                  COLORADO                                       84-0273800
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation of organization)                      Identification No.)
</TABLE>

                 1801 CALIFORNIA STREET, DENVER, COLORADO 80202
             (Address of principal executive offices and zip code)

                        TELEPHONE NUMBER (303) 992-1400
              (Registrant's telephone number, including area code)

                             ---------------------

     THE REGISTRANT, A WHOLLY-OWNED SUBSIDIARY OF QWEST COMMUNICATIONS
INTERNATIONAL INC., MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)
(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED
DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

     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  [ ]

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<PAGE>   2

                               QWEST CORPORATION
                                   FORM 10-Q

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM                                                                PAGE
----                                                                ----
<S>  <C>                                                            <C>
                    PART I -- FINANCIAL INFORMATION

1.   Financial Statements
     Condensed Consolidated Statements of Operations --
     Three months ended March 31, 2001 and 2000..................     1
     Condensed Consolidated Balance Sheets --
     March 31, 2001 and December 31, 2000........................     2
     Condensed Consolidated Statements of Cash Flows --
     Three months ended March 31, 2001 and 2000..................     3
     Notes to Condensed Consolidated Financial Statements........     4
     Management's Discussion and Analysis of Financial Condition
2.   and Results of Operations...................................     7

                      PART II -- OTHER INFORMATION
1.   Legal Proceedings...........................................    11
6.   Exhibits and Reports on Form 8-K............................    11
     Signature Page..............................................    13
</TABLE>
<PAGE>   3

                               QWEST CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS
                                                                   ENDED
                                                                 MARCH 31,
                                                              ---------------
                                                               2001     2000
                                                              ------   ------
<S>                                                           <C>      <C>
Revenues:
  Commercial services.......................................  $1,347   $1,165
  Consumer and small business services......................   1,496    1,429
  Switched access services..................................     276      357
                                                              ------   ------
          Total revenues....................................   3,119    2,951
Operating expenses:
  Employee-related expenses.................................     780      798
  Other operating expenses..................................     705      777
  Depreciation and amortization.............................     674      564
  Merger-related and other one-time charges.................     114        4
                                                              ------   ------
          Total operating expenses..........................   2,273    2,143
                                                              ------   ------
Operating income............................................     846      808
Other expense (income) - net:
  Interest expense - net....................................     147      119
  Other (income) expense-net................................      (8)       6
                                                              ------   ------
          Total other expense-net...........................     139      125
                                                              ------   ------
Earnings before income taxes................................     707      683
Provision for income taxes..................................     266      258
                                                              ------   ------
Net earnings................................................  $  441   $  425
                                                              ======   ======
</TABLE>

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

                                        1
<PAGE>   4

                               QWEST CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2001           2000
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................    $   125       $   252
  Accounts receivable-net...................................      2,107         1,816
  Inventories and supplies..................................        169           152
  Deferred tax asset........................................         75           102
  Prepaid and other.........................................        198           122
                                                                -------       -------
Total current assets........................................      2,674         2,444
Property, plant and equipment-net...........................     19,041        18,100
Other assets-net............................................      2,387         2,298
                                                                -------       -------
          Total assets......................................    $24,102       $22,842
                                                                =======       =======

                          LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Short-term borrowings.....................................    $ 2,871       $ 2,491
  Accounts payable..........................................      1,921         1,727
  Accrued expenses and other current liabilities............      1,493         1,772
  Advance billings and customer deposits....................        369           383
                                                                -------       -------
Total current liabilities...................................      6,654         6,373
Long-term borrowings........................................      6,239         6,247
Post-retirement and other post-employment benefit
  obligations...............................................      2,490         2,310
Deferred taxes, credits and other...........................      2,723         2,647
Contingencies (Note 4)
Stockholder's equity:
  Common stock-one share without par value, owned by
     parent.................................................      8,416         8,127
  Accumulated deficit.......................................     (2,420)       (2,861)
  Accumulated other comprehensive income (loss).............         --            (1)
                                                                -------       -------
          Total stockholder's equity........................      5,996         5,265
                                                                -------       -------
          Total liabilities and stockholder's equity........    $24,102       $22,842
                                                                =======       =======
</TABLE>

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

                                        2
<PAGE>   5

                               QWEST CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                THREE MONTHS
                                                                   ENDED
                                                                 MARCH 31,
                                                              ----------------
                                                               2001     2000
                                                              ------   -------
<S>                                                           <C>      <C>
Cash provided by operating activities.......................  $1,165   $   954
INVESTING ACTIVITIES
  Expenditures for property, plant and equipment............  (1,576)   (1,229)
  Other.....................................................     (52)       (9)
                                                              ------   -------
  Cash used for investing activities........................  (1,628)   (1,238)
                                                              ------   -------
FINANCING ACTIVITIES
  Net proceeds from short-term borrowings...................     410       717
  Repayments of long-term borrowings........................     (74)      (32)
  Dividends paid on common stock............................      --      (396)
                                                              ------   -------
  Cash provided by financing activities.....................     336       289
                                                              ------   -------
CASH AND CASH EQUIVALENTS
  Increase (decrease).......................................    (127)        5
  Beginning balance.........................................     252        61
                                                              ------   -------
  Ending balance............................................  $  125   $    66
                                                              ======   =======
</TABLE>

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

                                        3
<PAGE>   6

                               QWEST CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       THREE MONTHS ENDED MARCH 31, 2001
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

     The condensed consolidated financial statements include the accounts of
Qwest Corporation ("Qwest" or "we" or "us" or "our") and our wholly owned
subsidiaries. On June 30, 2000, Qwest Communications International Inc. ("QCII")
completed its acquisition (the "Merger") of our parent company, U S WEST, Inc.
("U S WEST"). Each outstanding share of U S WEST common stock was converted into
the right to receive 1.72932 shares of QCII common stock. In addition, all
outstanding U S WEST stock options were converted into options to acquire QCII
common stock. The Merger has been accounted for as a reverse acquisition under
the purchase method of accounting with U S WEST being deemed the accounting
acquirer and QCII the acquired entity. As U S WEST was deemed the accounting
acquirer, its historical financial statements have been carried forward as those
of the newly combined company. We are a wholly owned indirect subsidiary of
QCII.

     The condensed consolidated interim financial statements are unaudited. We
prepared the financial statements in accordance with the instructions for Form
10-Q. In compliance with those instructions, certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted. We
made certain reclassifications to prior balances to conform with the current
year presentation. In our opinion, we made all the adjustments (consisting only
of normal recurring adjustments) necessary to present fairly our consolidated
results of operations, financial position and cash flows as of March 31, 2001
and for all periods presented. These financial statements should be read in
conjunction with the audited financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2000. The condensed consolidated
results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results expected for the full year.

NOTE 2: MERGER-RELATED AND OTHER ONE-TIME CHARGES

     For the quarter ended March 31, 2001, we incurred Merger-related and other
one-time, pre-tax charges totaling $114 million. The charge includes $51 million
in contract settlements and terminations, $48 million of severance and
headcount-related charges and $15 million of other Merger-related charges. Other
Merger-related charges include professional fees, re-branding costs and other
costs related to the integration of U S WEST and QCII. The severance charge
covers a workforce reduction of 728 employees who were involuntarily terminated.

     The amounts accrued and charged against the established provisions
described above were as follows:

<TABLE>
<CAPTION>
                                            DECEMBER 31,                             MARCH 31,
                                                2000        CURRENT      CURRENT       2001
                                              BALANCE      PROVISION   UTILIZATION    BALANCE
                                            ------------   ---------   -----------   ---------
                                                          (DOLLARS IN MILLIONS)
<S>                                         <C>            <C>         <C>           <C>
Contractual settlements and
  terminations............................      $275         $ 51         $ 24         $302
Merger bonuses and severance costs........       100           48           47          101
Other accrued costs.......................        95           15           58           52
                                                ----         ----         ----         ----
          Total Merger-related and other
            charges.......................      $470         $114         $129         $455
                                                ====         ====         ====         ====
</TABLE>

     We anticipate that the majority of the Merger-related accruals will be paid
by June 30, 2001.

NOTE 3: SEGMENT INFORMATION

     We operate in three segments: retail services, wholesale services and
network services. The retail services segment provides local telephone services,
long-distance services, wireless services and data services. The wholesale
services segment provides (i) exchange access services that connect customers to
the facilities of Interexchange Carriers ("IXCs") and (ii) interconnection to
our telecommunications network to Competitive

                                        4
<PAGE>   7
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Local Exchange Carriers ("CLECs"). Our network services segment provides access
to our telecommunications network, including our information technologies,
primarily to our retail services and wholesale services segments. We provide our
services to more than 25 million residential and business customers in Arizona,
Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington and Wyoming (our "local service area").

     The following is a breakout of our segments, which we extracted from the
financial statements of QCII. Certain revenue and expenses of QCII are included
in the segment data, which we eliminated in the reconciling items column.
Additionally, because significant expenses of operating the retail services and
wholesale services segments are not allocated to such segments for decision
making purposes, management does not believe the segment margins are
representative of the actual operating results of the segments for Qwest. The
margin for the retail services and wholesale services segments excludes network
and corporate expenses. The margin for the network services segment excludes
corporate expenses. The "other" category includes our corporate expenses. Asset
information by segment is not provided to our chief operating decision-maker.
The communications and related services column represents a total of the retail
services, wholesale services and network services segments.

<TABLE>
<CAPTION>
                                                                TOTAL
                                                            COMMUNICATIONS
                           RETAIL    WHOLESALE   NETWORK     AND RELATED             RECONCILING   CONSOLIDATED
                          SERVICES   SERVICES    SERVICES      SERVICES      OTHER      ITEMS         TOTAL
                          --------   ---------   --------   --------------   -----   -----------   ------------
                                                          (DOLLARS IN MILLIONS)
<S>                       <C>        <C>         <C>        <C>              <C>     <C>           <C>
THREE MONTHS ENDED MARCH
31, 2001
Operating revenues......   $3,883      $751      $    58        $4,692       $  18     $(1,591)       $3,119
Margin(1)...............    2,939       625       (1,478)        2,086        (304)       (148)        1,634
Capital expenditures....      162        --        2,749         2,911          32      (1,367)        1,576
2000
Operating revenues......    2,300       728           58         3,086          --        (135)        2,951
Margin(1)...............    1,469       581         (661)        1,389         (13)         --         1,376
Capital expenditures....      154        24        1,086         1,264           2         (37)        1,229
</TABLE>

---------------

(1) Segment margin represents total revenues less employee-related expenses and
    other operating expenses. Segment margin does not represent cash flow for
    the periods presented and should not be considered as an alternative to net
    earnings as an indicator of our operating performance or as an alternative
    to cash flows as a source of liquidity, and may not be comparable with
    segment margin as defined by other companies.

     A reconciliation from segment margin to earnings before income taxes
follows:

<TABLE>
<CAPTION>
                                                                  THREE MONTHS
                                                                 ENDED MARCH 31,
                                                              ---------------------
                                                                2001        2000
                                                              ---------   ---------
                                                              (DOLLARS IN MILLIONS)
<S>                                                           <C>         <C>
Segment margin..............................................   $1,634      $1,376
Less:
Depreciation and amortization...............................      674         564
Merger-related and other one-time charges...................      114           4
Other expense-net...........................................      139         125
                                                               ------      ------
Earnings before income taxes................................   $  707      $  683
                                                               ======      ======
</TABLE>

                                        5
<PAGE>   8
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4: CONTINGENCIES

     Through March 2001, seven purported class action complaints have been filed
in various state courts against Qwest and U S WEST on behalf of customers in the
states of Colorado, Arizona, Oregon, Utah, Minnesota, Washington and New Mexico.
The complaints allege, among other things, that from 1993 to the present, U S
WEST, in violation of alleged statutory and common law obligations, willfully
delayed the provision of local telephone service to the purported class members.
The complaints also allege that U S WEST misrepresented the date on which such
local telephone service was to be provided to the purported class members. The
complaints seek compensatory damages for purported class members, disgorgement
of profits and punitive damages. As of November 11, 2000, the parties signed
agreements to settle the complaints. The agreements are subject to a variety of
conditions, including court approval. As of April 23, 2001, the following
state's courts approved the settlement agreements signed by the parties:
Colorado, Utah, Minnesota, New Mexico, Arizona and Washington.

     We are currently in the process of attempting to resolve various billing,
reimbursement and other commercial disputes with Touch America, Inc. arising
under agreements entered into for the sale of our interLATA (local access
transport area) business in our local service area to Touch America on June 30,
2000. Although notices of dispute have been delivered by each party, no
arbitration demand has been filed under agreements that permit or require
arbitration.

     Various other litigation matters have been filed against us. We intend to
vigorously defend these outstanding claims.

     We have provided for the above matters in our condensed consolidated
financial statements as of March 31, 2001. We do not expect any material adverse
impacts in excess of such provision as a result of the ultimate resolution of
these matters.

                                        6
<PAGE>   9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (DOLLARS IN MILLIONS)

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-Q contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about Qwest
Corporation ("Qwest" or "us" or "we" or "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 revenues, 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 will file with the Securities
and Exchange Commission ("SEC"). You can find many of these statements by
looking for words such as "believes," "expects," "anticipates," "estimates," or
similar expressions used in this report or incorporated by reference in this
report.

     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.

     The most important factors that could prevent us from achieving our stated
goals include, but are not limited to, the following:

     - intense competition in the local exchange, intraLATA (local access
       transport area) toll, wireless and data markets;

     - changes in demand for our products and services;

     - dependence on new product development and acceleration of the deployment
       of advanced new services, such as broadband data, wireless and video
       services, which could require substantial expenditure of financial and
       other resources in excess of contemplated levels;

     - rapid and significant changes in technology and markets;

     - higher than anticipated employee levels, capital expenditures and
       operating expenses;

     - adverse changes in the regulatory or legislative environment impacting
       the competitive environment and service pricing in the local exchange
       market and affecting our business, and delays in the ability to begin
       interLATA long-distance services in our 14-state local service area
       ("local service area"); and

     - failure to achieve the projected synergies and financial results expected
       to result from the acquisition of U S WEST, Inc. ("U S WEST"), by Qwest
       Communications International Inc. ("QCII") on June 30, 2000 (the
       "Merger"), and difficulties in combining the operations of QCII and U S
       WEST, which could affect our revenues, levels of expenses and operating
       results.

     Because these statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. We caution you not to place undue reliance on the
statements, which speak only as of the date of this report.

     The cautionary statements contained or referred to in this section should
be considered in connection with any subsequent written or oral forward-looking
statements that Qwest or persons acting on our behalf may issue. We do not
undertake any obligation to review or confirm analyst's expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this report or to reflect
the occurrence of unanticipated events. In addition, we make no representation
with respect to any materials available on the Internet, including materials
available on our website.

                                        7
<PAGE>   10

RESULTS OF OPERATIONS

  Three Months Ended March 31, 2001 Compared with the Three Months Ended March
  31, 2000

     A non-recurring item impacted net income in the first three months of 2001
and 2000. Results of operations for the three months ended March 31, 2001 and
2000 excluding the effect of this item is as follows:

<TABLE>
<CAPTION>
                                                                  THREE MONTHS
                                                                 ENDED MARCH 31,
                                                              ---------------------
                                                               2001          2000
                                                              -------       -------
                                                              (DOLLARS IN MILLIONS)
<S>                                                           <C>           <C>
Net income..................................................   $441          $425
Non-recurring items.........................................     70             2
                                                               ----          ----
Adjusted net income.........................................   $511          $427
                                                               ====          ====
</TABLE>

     The non-recurring item includes an after-tax charge of $70 million for the
three months ended March 31, 2001 for charges associated with the Merger as
compared to $2 million for the same period in 2000, which was also incurred for
charges associated with the Merger.

     Adjusted net income for the three months ended March 31, 2001 increased $84
million or 19.7% over the same period in 2000. The increase was primarily due to
revenue growth associated with increased demand for our wireless and data
services, lower employee benefit costs, such as pension and post-retirement, and
cost savings associated with synergies generated by the Merger. Partially
offsetting these items were higher operating costs driven by growth initiatives
and higher depreciation and property taxes associated with our continued
investment in our network facilities.

     The following sections provide a more detailed discussion of the changes in
revenues and expenses.

<TABLE>
<CAPTION>
                                                            THREE MONTHS
                                                           ENDED MARCH 31,
                                                           ---------------    INCREASE       %
                                                            2001     2000    (DECREASE)   CHANGE
                                                           ------   ------   ----------   -------
                                                                   (DOLLARS IN MILLIONS)
<S>                                                        <C>      <C>      <C>          <C>
Revenues:
  Commercial services....................................  $1,347   $1,165      $182         15.6%
  Consumer and small business services...................   1,496    1,429        67          4.7
  Switched access services...............................     276      357       (81)       (22.7)
                                                           ------   ------      ----      -------
          Total revenues.................................   3,119    2,951       168          5.7
                                                           ------   ------      ----      -------
Operating expenses:
  Employee-related expenses..............................     780      798       (18)        (2.3)
  Other operating expenses...............................     705      777       (72)        (9.3)
  Depreciation and amortization..........................     674      564       110         19.5
  Merger-related and other charges.......................     114        4       110      2,750.0
                                                           ------   ------      ----      -------
          Total operating expenses.......................   2,273    2,143       130          6.1
                                                           ------   ------      ----      -------
Operating income.........................................     846      808        38          4.7
                                                           ------   ------      ----      -------
Other expense-net:
  Interest expense-net...................................     147      119        28         23.5
  Other (income) expense-net.............................      (8)       6       (14)      (233.3)
                                                           ------   ------      ----      -------
          Total other expense-net........................     139      125        14         11.2
                                                           ------   ------      ----      -------
Income before income taxes...............................     707      683        24          3.5
Provision for income taxes...............................     266      258         8          3.1
                                                           ------   ------      ----      -------
Net income...............................................  $  441   $  425      $ 16          3.8%
                                                           ======   ======      ====      =======
</TABLE>

                                        8
<PAGE>   11

REVENUES

     Commercial services revenues are derived from Internet, data, voice and
wireless products and services provided to both retail and wholesale business
customers. The increase in commercial services revenues for the three months
ended March 31, 2001, was primarily attributable to growth in sales of data
products and services such as private line and digital subscriber line services.
We believe revenues from data products and services will account for an
increasingly larger portion of commercial services revenue in future periods.

     Consumer and small business services revenues are derived from Internet,
data, voice and wireless products and services provided to the consumer and
small business markets. The increase in consumer and small business services
revenues for the three months ended March 31, 2001 versus the same comparable
period in 2000, was primarily attributable to growth in sales of wireless
services and products. Revenues from the sale of wireless products and services
accounted for $45 million of the increase for the three months ended March 31,
2001 over the three months ended March 31, 2000. The majority of the remaining
increase was primarily attributable to data services revenue.

     Switched access services revenues are derived from inter- and intra-state
switched access from Interexchange Carriers ("IXCs"). The decrease in switched
access services revenue for the three months ended March 31, 2001 as compared to
the three months ended March 31, 2000, was primarily attributable to losses due
to greater competition and federal access reform that reduced the rates we are
able to collect for the switched access services. We believe revenues from
switched access services will continue to be negatively impacted by federal
access reform.

     The pending sales of approximately 570,000 access lines for almost $1.8
billion, subject to adjustment, will provide downward pressure on revenue growth
as these sales are finalized. The transfer of ownership of the remaining lines
will occur on a state-by-state basis and is expected to be completed by the
first quarter of 2002. All sales are subject to regulatory approvals and other
customary closing conditions. We expect proceeds generated by the sale of the
access lines to be used to reduce outstanding borrowings.

OPERATING EXPENSES

     Employee-related expenses.  Employee-related expenses include salaries and
wages, benefits, payroll taxes and contract labor.

     Employee-related expenses decreased in the three months ended March 31,
2001 as compared to the three months ended March 31, 2000, largely due to
improvements in benefit-related costs, attributable to favorable returns on
pension plan assets as well as changes in employee benefits. In addition,
reductions in the number of employees associated with the Merger helped reduce
our employee-related expenses. Partially offsetting the decreases in expenses,
however, was increased employee levels in the growth sectors of our business,
primarily wireless and data communications. Additionally, increased commitments
towards improving customer service, including responding to requests for
installation and repair services, resulted in higher labor costs.

     Other operating expenses.  Other operating expenses include access charges
paid to carriers for the routing of local and long-distance traffic through
their facilities, taxes other than income taxes, and other selling and general
and administrative costs. The decrease in other operating expenses for the three
months ended March 31, 2001 as compared to the same period in 2000, was
primarily attributable to cost savings generated by the Merger such as the
elimination of redundant capacity in our network.

     Depreciation and amortization expense.  The increase in depreciation and
amortization expense for the three months ended March 31, 2001, was primarily
attributable to higher overall property, plant and equipment balances resulting
from our continued investment in our network.

     Merger-related and other one-time charges.  For the quarter ended March 31,
2001, we incurred Merger-related and other one-time charges totaling $114
million. The charge includes $51 million in contract settlements and
terminations, $48 million of severance and headcount-related charges and $15
million of other Merger-related charges. Other Merger-related charges include
professional fees, re-branding costs and other costs related to the integration
of U S WEST and QCII. The severance charge covers 728 employees who were
involuntarily terminated.

                                        9
<PAGE>   12

     Management anticipates that substantially all of the Merger-related costs
will be paid out by June 30, 2001. We are continuing to review Merger-related
activities that may result in additional Merger-related charges in the second
quarter.

     Other expense-net.  Interest expense increased $28 million for the three
months ended March 31, 2001 over the comparable 2000 period. The increase was
due to higher average debt balances to fund growth initiatives and network
capital expenditures. We earned other income of $8 million for the three months
ended March 31, 2001 compared to other expense of $6 million incurred for the
three months ended March 31, 2000. The decrease in other expense for the three
months ended March 31, 2001 is primarily due to a reduction in regulatory
interest expense.

     Provision for income taxes.  The effective tax rate for the three months
ended March 31, 2001 of 37.6% was consistent with the 37.8% rate for the three
months ended March 31, 2000.

RECENT REGULATORY DEVELOPMENTS

     As a general matter, we are subject to substantial regulation, including
requirements and restrictions arising under the Telecommunications Act of 1996
(the "Act") and state utility laws, and the rules and policies of the Federal
Communications Commission ("FCC"), state Public Utility Commissions ("PUCs") and
other governmental entities. This regulation, among other matters, currently
prohibits us (with certain exceptions) from providing retail or wholesale
interLATA telecommunications services within our local service area, and governs
the terms and conditions under which we provide services to our customers
(including competing Competitive Local Exchange Carriers ("CLECs") and IXCs in
our local service area).

     Interconnection.  The FCC is continuing to interpret the obligations of
Incumbent Local Exchange Carriers ("ILECs") under the Act to interconnect their
networks with, and make unbundled network elements available to, CLECs. These
decisions establish our obligations in our local service area, and our rights
when we compete outside of our local service area. In addition, the United
States Supreme Court is now considering an appeal from a ruling of the Eighth
Circuit Court of Appeals that the FCC's rules for the pricing of interconnection
and unbundled network elements by ILECs unlawfully preclude ILECs from
recovering their actual costs as required by the Act.

     Access Pricing.  The FCC has initiated a number of proceedings that
directly affect the rates and charges for access services sold or purchased by
Qwest. We expect that these proceedings and related implementation of resulting
FCC decisions will continue through 2002.

     On May 31, 2000, the FCC adopted the access reform and universal service
plan developed by the Coalition for Affordable Local and Long-Distance Service
("CALLS"). The adoption of the CALLS proposal resolved many outstanding issues
before the FCC including: the court remand of the 6.5% productivity factor; the
treatment of implicit universal service support; the treatment of low-volume
long-distance users and the next scheduled price cap review. The CALLS plan has
a five year life and provides for the following: elimination of the residential
presubscribed interexchange carrier charge; increases in subscriber line
charges; reductions in switched access usage rates; the removal of certain
implicit universal service support from access charges and direct recovery from
end users; and commitments from participating IXCs to pass through access charge
reductions to end users. We have opted into the five-year CALLS plan.

     Advanced Telecommunications Services.  On two separate occasions the FCC
has ruled that advanced services provided by an ILEC are covered by those
provisions of the Act that govern telephone exchange and exchange access
services. We have challenged this finding, contending that advanced services fit
within neither category and are not properly treated as exchange services. On
April 20, 2001, the Court of Appeals vacated and remanded to the FCC its
classification of DS2-based advanced services.

     InterLATA Long-Distance Entry.  Several Regional Bell Operating Companies
("RBOCs") have filed for entry into the interLATA long-distance business.
Although many of these applications have been supported by state PUCs, the FCC
had rejected all applications until December 1999. As of March 31, 2001,
long-distance authority has been granted in Kansas, Massachusetts, New York,
Oklahoma and Texas.

                                        10
<PAGE>   13

     We filed applications with all of our local service area state PUCs for
support of our planned applications to the FCC for authority to enter the
interLATA long-distance business. Workshops and related proceedings are underway
at the state level to evaluate our satisfaction of requirements under the Act
that must be met in order for an RBOC to obtain long-distance authority. We have
agreed to test operational support systems on a regional basis in thirteen
states, and testing of those systems began in March 2001. Testing in Arizona is
being conducted separately and began in February 2001. We expect to file FCC
applications in the majority, if not all, of the states in our local service
area by the end of 2001.

NEW ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments and hedging
activities. SFAS No. 133 requires, among other things, that all derivative
instruments be recognized at fair value as assets or liabilities in the
consolidated balance sheets and changes in fair value to be generally recognized
currently in earnings unless specific hedge accounting criteria are met. We
adopted SFAS No. 133 on January 1, 2001 and it did not have a material impact on
our consolidated financial results.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." This
statement provides accounting and reporting standards for transfers and
servicing of financial assets and the extinguishment of liabilities. SFAS No.
140 requires that after a transfer of financial assets, an entity continues to
recognize the financial and servicing assets it controls and the liabilities it
has incurred and does not recognize those financial and servicing assets when
control has been surrendered and the liability has been extinguished. SFAS No.
140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The effect on our
consolidated financial results is currently being determined.

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Qwest and its subsidiaries are subject to claims and proceedings arising in
the ordinary course of business. For a discussion of these actions, see Note 4:
"Contingencies" -- to the Condensed Consolidated Financial Statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

     Exhibits identified in parentheses below, on file with the United States
Securities and Exchange Commission, are incorporated herein by reference as
exhibits hereto. All other exhibits are provided as part of this electronic
submission.

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         (2.1)           -- Reorganization and Divestiture Agreement, dated as of
                            November 1, 1983, between American Telephone and
                            Telegraph Company, U S WEST Inc., and certain of their
                            affiliated companies, including The Mountain States
                            Telephone and Telegraph Company, Northwestern Bell
                            Telephone Company, Pacific Northwest Bell Telephone
                            Company and NewVector Communications, Inc. (Exhibit 10a
                            to Form 10-K for the period ended December 31, 1983, File
                            No. 1-3040).
         (2.2)           -- Articles of Merger including the Plan of Merger between
                            The Mountain States Telephone and Telegraph Company
                            (renamed U S WEST Communications, Inc.) and Northwestern
                            Bell Telephone Company. (Incorporated herein by this
                            reference to Exhibit 2a to Form SE filed on January 8,
                            1991, File No. 1-3040).
</TABLE>

                                        11
<PAGE>   14

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         (2.3)           -- Articles of Merger including the Plan of Merger between
                            The Mountain States Telephone and Telegraph Company
                            (renamed U S WEST Communications, Inc.) and Pacific
                            Northwest Bell Telephone Company. (Incorporated herein by
                            this reference to Exhibit 2b to Form SE filed on January
                            8, 1991, File No. 1-3040).
         (3.1)           -- Amended Articles of Incorporation of the Registrant filed
                            with the Secretary of State of Colorado on July 6, 2000,
                            evidencing change of Registrant's name from U S WEST
                            Communications, Inc. to Qwest Corporation (incorporated
                            by reference to Qwest Corporation's quarterly report on
                            Form 10-Q for the quarter ended June 30, 2000).
         (3.2)           -- Restated Articles of Incorporation of the Registrant.
                            (Incorporated herein by this reference to Exhibit 3a to
                            Form 10-K filed on April 13, 1998, File No. 1-3040.)
         (3.3)           -- Bylaws of the Registrant, as amended. (Incorporated
                            herein by this reference to Exhibit 3b to Form 10-K filed
                            on April 13, 1998, File No. 1-3040.)
         (4.1)           -- No instrument which defines the rights of holders of long
                            and intermediate term debt of the Registrant is filed
                            herewith pursuant to Regulation S-K, Item 601(b) (4)
                            (iii) (A). Pursuant to this regulation, the Registrant
                            hereby agrees to furnish a copy of any such instrument to
                            the SEC upon request.
         (4.2)           -- Indenture, dated as of October 15, 1999, by and between U
                            S WEST Communications, Inc. and Bank One Trust Company,
                            NA, as Trustee (Exhibit 4b to Form 10-K for the period
                            ended December 31, 1999, File No. 1-3040).
        (10.1)           -- Form of Agreement for Purchase and Sale of Telephone
                            Exchanges, dated as of June 16, 1999, between Citizens
                            Utilities Company and U S WEST Communications, Inc.
                            (Exhibit 99-B to Form 8-K dated June 16, 1999, File No.
                            1-3040).
        (10.4)           -- 364-Day $4.0 billion Credit Agreement, dated as of May 5,
                            2000, among U S WEST Capital Funding, Inc., the Company
                            and U S WEST, Inc., the banks listed therein and Morgan
                            Guaranty Trust Company of New York, as administrative
                            agent (Exhibit 10-L to Form 10-Q for the period ended
                            March 31, 2000, File No. 1-3040).
        (10.5)           -- Purchase Agreement, dated as of June 5, 2000, among U S
                            WEST Communications, Inc. and Lehman Brothers Inc.,
                            Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
                            Smith Incorporated, Banc of America Securities LLC, and
                            J.P. Morgan Securities Inc. as Representatives of the
                            Initial Purchasers listed therein (Exhibit 1.A to Form
                            S-4 filed October 11, 2000).
        (10.6)           -- Registration Rights Agreement, dated as of June 5, 2000,
                            among U S WEST Communications, Inc. and the Initial
                            Purchasers listed therein (Exhibit 4.A to Form S-4 filed
                            October 11, 2000).
        (10.7)           -- 364-Day $4.0 billion Credit Agreement, dated as of May 4,
                            2001, among Qwest Capital Funding, Inc., Qwest
                            Corporation, Qwest Communications International Inc., the
                            banks listed therein and Bank of America, N.A., as
                            administrative agent (incorporated by reference to
                            Exhibit 10.38 to Qwest Communications International
                            Inc.'s quarterly report on Form 10-Q for the period ended
                            March 31, 2001).
</TABLE>

---------------

(  ) Previously filed.

     (b) Reports on Form 8-K filed during the first quarter of 2001.

          (i) Qwest has not filed a Form 8-K during the period.

                                        12
<PAGE>   15

                                   SIGNATURES

     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 Corporation

                                            By:      /s/ ROBIN R. SZELIGA
                                              ----------------------------------
                                                       Robin R. Szeliga
                                                   Executive Vice President
                                                 and Chief Financial Officer

May 15, 2001

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