SecProbe.io

June 5 , 2013

Via E -mail
R. Steward Ewing, Jr.
EVP, Chief Financial Officer
CenturyLink , Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink , Inc.
Form 10-K for the Year Ended  December 31, 2012
Filed  March 1, 2013
  File No. 1-07784

Dear Mr. Ewing :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.   In some of our comments, we may a sk you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended  December 31 , 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 47
Liquidity and Capital Resources, page 73

1. We note your brief mention of your February 13, 2013 announcement regarding your
new capital  allocation strategy, which included a material stock repurchase program, a
material dividend reduction , and debt repayment plans. We also note in the Liquidity
section of the MD&A, if not elsewhere  in the section , a regist rant shall identify any
known tre nds or any known demands, commitments, events or uncertainties that will

R. Steward Ewing, Jr.
CenturyLink, Inc.
June 5 , 2013
Page 2

 result in or that are reasonably likely to result in the registrant's liquidity increasing or
decreasing in any material way.   Please explain why the company’s capital allocation
strategy was not more robustly discussed and analyzed.

Item 8. Consolidated Financial Statements  and Supplementary Data, page 82

Note (6) Property, Plant and Equipment, page 110

2. We note you changed Qwest’s capitalized labor rates to conform to your policy. This
resulted in the capitalization of $40 million to $55 million of costs that would have
otherwise have been reported as a period expense.  Describe for us, in detail, your labor
cost capitalization policy, including a comprehensive explanation of how yo ur policy
differs with Qwest’s former policy.  Please also explain how both policies, your policy
and Qwest’s former policy, are in accordance with GAAP.

Note (13) Segment Information, page 141

3. We note that on page 102 you disclose your goodwill balance according to reportable
segment. Please explain why you have not disclosed all assets by reportable segment in
accordance with ASC 280 -10-50-22.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the fi ling;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the C ommission or any person under the federal securities laws of the United States.

R. Steward Ewing, Jr.
CenturyLink, Inc.
June 5 , 2013
Page 3

 You may contact  Joe Cascarano , Staff Accountant, at (202) 551 -3376 or Robert S.
Littlepage, Accountant Branch Chief,  at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director