Filed
pursuant to Rule 433
Registration no. 333-156101-03
Qwest Corporation
$575,000,000 7.375% Notes due 2051
Pricing Term Sheet
Date: June 1, 2011
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Issuer:
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Qwest Corporation |
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Security:
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$575,000,000 7.375% Notes due 2051 |
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Anticipated Ratings (Moodys / S&P / Fitch)*:
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Baa3 / BBB- / BBB- |
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Principal Amount:
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$575,000,000 |
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Over-allotment Option:
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$86,250,000 |
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Trade Date:
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June 1, 2011 |
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Settlement Date:
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T+5; June 8, 2011 |
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Maturity Date:
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June 1, 2051 |
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Coupon:
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7.375% |
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Interest Payment Dates:
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March 1, June 1, September 1 and
December 1 of each year, beginning
September 1, 2011 |
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Price to Public:
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$25 per Note |
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Optional Redemption:
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Callable at par, in whole or in part, at
any time on or after June 1, 2016 |
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Listing:
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The Issuer intends to list the Notes on
the New York Stock Exchange and expects
trading in the Notes to begin within 30
days after the Settlement Date. |
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CUSIP/ISIN:
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74913G 204/US74913G2049 |
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Joint Book-Running Managers:
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Barclays Capital Inc.
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
UBS Securities LLC
Wells Fargo Securities, LLC |
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Lead Manager:
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RBC Capital Markets, LLC |
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Co-Managers:
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SunTrust Robinson Humphrey, Inc.
U.S. Bancorp Investments, Inc.
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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Barclays Capital Inc. at 1-888-603-5847, Citigroup Global Markets Inc. at 1-877-858-5407, Merrill
Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322, Morgan Stanley & Co. LLC at
1-866-718-1649, UBS Securities LLC at 1-877-827-6444 ext. 561-3884 or Wells Fargo Securities, LLC
at 1-800-326-5897.