8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 19, 2010

QWEST COMMUNICATIONS INTERNATIONAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-15577	84-1339282
(Commission File Number)	(IRS 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 or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 19, 2010, Qwest Communications International Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it has issued a notice (the “Redemption Notice”) to holders of its outstanding 3.50% Convertible Senior Notes due 2025 (the “Convertible Notes”) of the Company’s intent to redeem all of the then outstanding Convertible Notes on November 18, 2010.

A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.  A copy of the Redemption Notice is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release of Qwest Communication International Inc. dated October 19, 2010.
99.2	Notice of Full Redemption to the Holders of Qwest Communications International Inc. 3.50% Convertible Senior Notes due 2025 dated October 19, 2010.

2

SIGNATURES

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

		QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: October 19, 2010	By:	/s/ STEPHEN E. BRILZ
		Name:	Stephen E. Brilz
		Title:	Assistant Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Qwest Communication International Inc., dated October 19, 2010.
99.2	Notice of Full Redemption to the Holders of Qwest Communications International Inc. 3.50% Convertible Senior Notes due 2025, dated October 19, 2010.

4

EX-99.1

Exhibit 99.1

Qwest Communications International Inc. to Redeem all of its 3.50% Convertible Senior Notes Due 2025

DENVER, Oct. 19, 2010 — Qwest Communications International Inc. (NYSE:Q) announced today that it will redeem all of its outstanding 3.5 percent convertible senior notes due 2025 (the “Notes”) on Nov. 18, 2010, at a redemption price equal to 100 percent of principal amount of the Notes, plus accrued and unpaid interest.  The redemption of the Notes is required by Qwest’s merger agreement with CenturyLink, Inc.  Approximately $1.118 billion in principal amount of the Notes remains outstanding as of Oct. 19, 2010.

Pursuant to the indenture governing the Notes, holders of Notes may choose to surrender their Notes for conversion at any time prior to the close of business on Nov. 17, 2010. As permitted by the indenture governing the Notes, Qwest will pay cash to holders of any Notes surrendered for conversion in lieu of any shares of Qwest common stock that would otherwise be issuable upon conversion of such Notes.

For any Notes that have not been surrendered for conversion prior to the close of business on Nov. 17, 2010, interest will cease to accrue, and the Notes will be redeemed, on Nov. 18, 2010.  On Nov. 18, 2010, holders of redeemed Notes will receive a cash payment equal to 100 percent of the principal amount of such Notes, plus accrued and unpaid interest on such Notes to Nov. 18, 2010.

Additional details regarding the redemption will be contained in the redemption notice sent to all holders of the Notes. U.S. Bank National Association, which is the trustee for the Notes, is acting as paying agent with respect to the redemption.  Questions relating to the redemption and requests for additional copies of the redemption notice should be directed to U.S. Bank National Association at (800) 934-6802.

This press release does not constitute an offer to purchase, or solicitation of an offer to sell, these Notes.

###

Forward-Looking Statement Note

This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives, among others; our substantial indebtedness, and our inability to complete any efforts to further de-lever our balance sheet; adverse results of increased review and scrutiny by media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the effects of consolidation in our industry; changes in demand for our products and services; 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; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; our ability to utilize net operating losses in projected amounts; and continued unfavorable general economic conditions.  In addition, actual results could be affected by factors relating to our pending merger with CenturyLink, including but not limited to: the ability of the parties to timely and successfully receive the required approvals of regulatory

agencies; the possibility that the anticipated benefits from the acquisition cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of our operations into CenturyLink will be greater than expected; the ability of the combined company to retain and hire key personnel; and other risk factors and cautionary statements as detailed from time to time in each of CenturyLink’s and our reports filed with the Securities and Exchange Commission.

The information contained in this release is a statement of Qwest’s present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest’s assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest’s assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This release may include analysts’ estimates and other information prepared by third parties for which Qwest assumes no responsibility.

Qwest undertakes no obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements and other statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

The marks that comprise the Qwest logo are registered trademarks of Qwest Communications International Inc. in the U.S. and certain other countries.

Contact Information:

Media Contact
Diane Reberger

303-992-1662

Diane.Reberger@qwest.com

Investor Contact
Nhung Van
303-896-7844
nhung.van@qwest.com

EX-99.2

Exhibit 99.2

NOTICE OF FULL REDEMPTION TO THE HOLDERS OF

QWEST COMMUNICATIONS INTERNATIONAL INC.

3.50% CONVERTIBLE SENIOR NOTES DUE 2025 (CUSIP NO. 749121BY4)*

NOTICE IS HEREBY GIVEN THAT Qwest Communications International Inc. (the “Company”) has elected to redeem, in whole, all $1,117,817,000 aggregate principal amount of its currently outstanding 3.50% Convertible Senior Notes due 2025 (the “Notes”) on November 18, 2010 (the “Redemption Date”), at a redemption price equal to 100% of principal amount of the Notes (the “Redemption Price”), plus accrued and unpaid interest thereon to, but not including, the Redemption Date.  This Notice is provided in accordance with Section 3.02 of the First Supplemental Indenture, dated as of November 8, 2005 (the “First Supplemental Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), providing for the issuance of the Notes and amending and supplementing the Indenture, dated as of November 8, 2005 (the “Base Indenture,” and collectively with the First Supplemental Indenture, the “Indenture”), between the Company and the Trustee.  Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.

The Company is exercising its right to redeem the Notes pursuant to Section 3.01(a) of the First Supplemental Indenture, which provides that the Notes are subject to redemption, at the option of the Company, on or after November 20, 2008 and before November 20, 2010, in whole or in part, if the Closing Sale Price of the Company’s common stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the date that is one day prior to the date of the redemption notice is greater than 130% of the Applicable Conversion Price on the date of the redemption notice.  As a result of Section 3.01(a) of the First Supplemental Indenture, the Notes became redeemable at the Company’s option on October 18, 2010.

Section 3.01(a) of the First Supplemental Indenture provides for a redemption price equal to the sum of (1) 100% of the principal amount of the Notes, (2) accrued and unpaid interest on the Notes to, but not including, the Redemption Date, and (3) a Make-Whole Premium equal to the discounted present value of the scheduled interest payments on the Notes during the period from the Redemption Date to November 20, 2010.  However, there are no scheduled interest payments on the Notes during the period from the Redemption Date, November 18, 2010, to November 20, 2010.  As a result, no Make-Whole Premium will be paid to holders of Notes on the Redemption Date.

On the Redemption Date, the Redemption Price will become due and payable on the Notes.  On and after the Redemption Date, interest on the Notes will cease to accrue on the Notes so long as the Company has deposited with U.S. Bank National Association, as Paying Agent for the Notes (the “Paying Agent”), funds in satisfaction of the Redemption Price, and the only remaining right of the holder of the Notes from and after such date will be to receive payment of the Redemption Price, plus accrued and unpaid interest thereon to, but not including, the Redemption Date, from the Paying Agent.

The Notes are held by the Trustee in global form as a DTC FAST security on behalf of the holders thereof.  Presentation of the Notes for redemption will be made by the Trustee.  The Trustee may be contacted at the address and telephone number provided below:

U.S. Bank National Association

Corporate Trust Services

950 17th Street, Suite 300

Denver, CO 80202

For Information call: (800) 934-6802

Pursuant to Section 8.01 of the First Supplemental Indenture, holders of Notes may surrender their Notes for conversion at any time prior to the close of business on November 17, 2010, which is the Business Day immediately preceding the Redemption Date.  The Company hereby notifies holders of Notes that, pursuant to Section 8.02 of the First Supplemental Indenture, the Company will pay cash to holders of Notes surrendered for

conversion in lieu of all Residual Value Shares that would otherwise be issuable upon conversion of such Notes. U.S. Bank National Association is acting as Conversion Agent (the “Conversion Agent”) with respect to the Notes.  Subject to satisfaction by converting holders of the requirements of Sections 8.03(a) and (b) of the First Supplemental Indenture, settlement of each holder’s conversion of Notes will take place following: (i) a Cash Settlement Notice Period of three Business Days from the date on which the Conversion Agent receives a conversion notice from such holder, (ii) a Conversion Retraction Period of a further two Business Days, and (iii) an Applicable Conversion Reference Period consisting of the twenty Trading Days beginning on the third Trading Day after such Conversion Retraction Period ends.

On each date during the Applicable Conversion Reference Period, the amounts due to a converting holder of Securities on settlement of its conversion will be calculated pursuant to the formula set forth in the First Supplemental Indenture.  In the event that the Company announces a dividend on its common stock with a record date falling during the Applicable Conversion Reference Period, the Company will make a corresponding adjustment to the conversion rate applicable to the Notes.  Pursuant to Section 8.05(a) of the First Supplemental Indenture, such adjustment will take effect immediately after the record date with respect to such dividend and will be applied to the conversion settlement calculations described above for each date during the Applicable Conversion Reference Period that is after the record date with respect to such dividend.

As more fully described in Section 8.03(b) of the First Supplemental Indenture, holders who surrender Notes for conversion will not be entitled to any accrued interest on such Notes that remains unpaid as of the date on which such holder surrenders such Notes for conversion.  Accordingly:

1.holders who surrender Notes for conversion before the close of business on November 1, 2010 will not receive any accrued and unpaid interest on such Notes;

2.holders who surrender Notes for conversion after the close of business on November 1, 2010, which is the record date for the November 15, 2010 interest payment on the Notes, but before the open of business on November 15, 2010, must pay to the Trustee an amount equal to the accrued and unpaid interest on such Notes that such holder will receive on November 15, 2010 as the record holder of such Notes as of such record date; and

3.holders who surrender Notes for conversion after the open of business on November 15, 2010 will receive the scheduled November 15, 2010 interest payment on such Notes, but will not receive any interest that accrues on such Notes from and after November 15, 2010.

Dated: October 19, 2010

*No representation is made as to the accuracy of the CUSIP or ISIN number as printed on the Notes or as set forth in this Notice of Redemption and holders should rely only on the other identification numbers printed on the Notes.

FEDERAL INCOME TAX LAW MAY REQUIRE THE WITHHOLDING OF 28% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR NOTES FOR REDEMPTION WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY.  CERTIFICATION MAY BE MADE ON THE SUBSTITUTE FORM W-9.

2