QWESTCORP 6.5% NOTES DUE 2056

Qwest is a large telecommunications carrier providing local service to the midwest and western regions of the US. Qwest provides voice, backbone data services, and digital television in some areas. It operates in three segments: Wireline Services, Wireless Services, and Other Services. The Wireline Services segment provides local voice, long distance voice, and data and Internet (DSL) services to consumers, businesses, and wholesale customers, as well as access services to wholesale customers. The Wireless Services segment is achieved by a partnership with Verizon Wireless. The Other Services segment primarily involves the sublease of real estate assets, such as space in office buildings, warehouses, and other properties.