Exhibit 12



QWEST CORPORATION



CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

(DOLLARS IN MILLIONS)

(Unaudited)



|                                                                                                                                         |  |                          |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---- | ----- | - |  | - | ----- | -
|                                                                                                                                         |  | Years Ended December 31, |      
|                                                                                                                                         |  | 2005                     |       |   | 2004 |   |       | 2003 |  |   | 2002  |   |  | 2001 |      
|Income from continuing operations before income taxes, discontinued operations and cumulative effect of changes in accounting
principles |  | $                        | 1,530 |   |      | $ | 1,742 |      |  | $ | 1,758 |   |  | $    | 2,435 |   |  | $ | 2,833 |  
|Add: estimated fixed charges                                                                                                             |  |                          | 668   |   |      |   | 647   |      |  |   | 643   |   |  |      | 634   |   |  |   | 588   |  
|Add: estimated amortization of capitalized interest                                                                                      |  |                          | 12    |   |      |   | 12    |      |  |   | 13    |   |  |      | 14    |   |  |   | 14    |  
|Less: interest capitalized                                                                                                               |  |                          | (7    | ) |      |   | (9    | )    |  |   | (13   | ) |  |      | (24   | ) |  |   | (44   | )
|                                                                                                                                         |  |                          |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total earnings available for fixed charges                                                                                               |  |                          | 2,203 |   |      |   | 2,392 |      |  |   | 2,401 |   |  |      | 3,059 |   |  |   | 3,391 |  
|Estimate of interest factor on rentals                                                                                                   |  |                          | 54    |   |      |   | 54    |      |  |   | 57    |   |  |      | 69    |   |  |   | 79    |  
|Interest expense, including amortization of premiums, discounts and debt issuance costs                                                  |  |                          | 607   |   |      |   | 584   |      |  |   | 573   |   |  |      | 541   |   |  |   | 465   |  
|Interest capitalized                                                                                                                     |  |                          | 7     |   |      |   | 9     |      |  |   | 13    |   |  |      | 24    |   |  |   | 44    |  
|                                                                                                                                         |  |                          |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total fixed charges                                                                                                                      |  | $                        | 668   |   |      | $ | 647   |      |  | $ | 643   |   |  | $    | 634   |   |  | $ | 588   |  
|                                                                                                                                         |  |                          |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Ratio of earnings to fixed charges                                                                                                       |  |                          | 3.3   |   |      |   | 3.7   |      |  |   | 3.7   |   |  |      | 4.8   |   |  |   | 5.8   |  
|                                                                                                                                         |  |                          |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  



Until May 1,
2004, Qwest Corporation provided wireless services through its wholly owned subsidiary, Qwest Wireless LLC (Qwest Wireless). On May 1, 2004, we transferred ownership of Qwest Wireless to an affiliate. As a consequence, we no longer
have wireless operations, and the results of operations and the financial position of Qwest Wireless have been reclassified in our consolidated financial statements to be included in discontinued operations. Amounts shown in this exhibit have also
been revised to conform to the current presentation of our consolidated financial statements.