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 Qwest Corporation
 931 14 th Street
 Denver, Colorado 80202 April 16,
2026 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance 100 F
Street, N.E. Washington, D.C. 20549-6010

 Attention:
 Edwin Kim

 Re:   
 Qwest Corporation

  
 Lumen Technologies, Inc.

  
 Registration Statement on Form S-4

  
 File Nos. 333-295091 and 333-295091-01 (the “Registration
Statement”) Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective
date of the Registration Statement of Qwest Corporation, so that such Registration Statement will be declared effective as of 8:00 a.m. Eastern Daylight Time on April 20, 2026, or as soon thereafter as practicable.
 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP,
by calling Benjamin Stern at (212) 906-1228 or, in his absence, Gabriella Tang at (212) 906-4681.
 Thank you for your assistance in this matter.

 Very truly yours,

 QWEST CORPORATION

 By:

 /s/ Mark Hacker

 Name:

 Mark Hacker

 Title:

 Executive Vice President and Chief Legal Officer

 cc:
 Benjamin Stern, Latham & Watkins LLP
 Shawn Quinn, Latham & Watkins LLP

March 27, 2026
Mark Hacker
Executive Vice President and Chief Legal Officer
Qwest Corporation
931 14th Street
Denver, CO 80202
Re:Qwest Corporation
Draft Registration Statement on Form S-4
Submitted March 25, 2026
CIK No. 377-09168
Dear Mark Hacker:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Benjamin D. Stern, Esq.

United States securities and exchange commission logo
August 8, 2023
Chris Stansbury
Chief Financial Officer
Lumen Technologies, Inc.
100 CenturyLink Drive
Monroe, LA 71203
Re:Lumen Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 23, 2023
File No. 001-07784
Dear Chris Stansbury:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Taylor Kriner, Director SEC Reporting

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Lumen Technologies, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203

June 12, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re: Lumen Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed February 23, 2023

Form 10-Q for the Quarterly Period Ended March 31, 2023

Filed May 2, 2023

Form 8-K Furnished May 2, 2023

File No. 001-07784

Dear Staff of the U.S. Securities and Exchange Commission,

On behalf of Lumen Technologies, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated May 26, 2023, relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on February 23, 2023, Form 10-Q for the Quarterly Period Ended March 31, 2023, and Form 8-K Furnished May 2, 2023 (the “May 8-K).

Form 10-K for the Fiscal Year Ended December 31, 2022

Consolidated Financial Statements

(3) Goodwill, Customer Relationships, and Other Intangible Assets, page 83

1.We note in your response to prior comment 3 that you used a market approach and a discounted cash flow method. Please tell us how each was weighted in estimating the fair value of the reporting units.

Response: The Company utilized the following weighting for the market approach and discounted cash flow method for each of our reporting units in estimating the fair value of each reporting unit as of October 31, 2022:

 Weighting

Reporting Unit Market Approach Value Income Approach Value

NA Business 50% 50%

Mass Markets 50% 50%

EMEA 80% 20%

APAC 80% 20%

As noted above, to estimate the fair value of our NA Business and Mass Markets reporting units, we used a 50/50 weighting between the discounted cash flow method (“DCF” or “Income Approach”) and market approach. Management reviewed different weightings and determined that a 50/50 weighting on DCF and market approach

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was the most appropriate at October 31, 2022. In doing so, we considered models used by financial analysts and other third parties to value Lumen, as well as prices offered by third party bidders to purchase portions of our business. As of December 31, 2022, there was no goodwill allocated to the EMEA and APAC reporting units.

2.With regards to your market approach, please describe the trends in your NA Business revenue and EBITDA multiples over the last several years. Also, you disclose on page 50 that you performed sensitivity analyses that considered a range of discount rates and EBITDA market multiples. Tell us whether you performed a sensitivity analysis of the NA Business revenue and NA Business EBITDA multiples and, if so, please provide. Lastly, in your response to prior comment 3, you indicate that your multiples were within the range of the peer group multiples. Please provide us with the range of the peer group multiples and tell us where the NA Business fell within the range.

Response: In connection with estimating the market approach value of our NA Business reporting unit, we utilized the following revenue and EBITDA multiples for quantitative assessments performed during the following periods beginning March 31, 2019 and ending October 31, 2022.

  10/31/22 10/31/21 1/31/21(1)

 10/31/20(1)

 10/31/19(1)

 3/31/19(2)

NA Business Revenue Multiple  2.0 2.5 2.2 2.2 2.2 2.0

NA Business EBITDA Multiple  5.0 6.6 6.0 5.9 5.9 5.5

(1) As previously disclosed, we made changes to our segment and customer-facing sales channel reporting categories in early 2021 to align with operational changes designed to better support our customers. Therefore, the NA Business revenue multiples and EBITDA multiples were calculated using a weighted average of our previous reporting units in this trend analysis.

(2) Because our low share price was a trigger for impairment testing, we estimated the fair value of our operations using only the market approach.

As of October 31, 2022, we performed concurrent sensitivity analyses to test the impact of various revenue and EBITDA multiple combinations for the NA Business reporting unit. These sensitivity analyses considered revenue and EBITDA multiple ranges of our peer group as shown in the table below. We historically utilized these peer group comparisons as part of our assessment of potential market participants, as our peers are in similar industries and provide a reasonable range for market-based measurements of fair value. In addition, we examined the impacts of various revenue and EBITDA multiple combinations in relation to:

•Historical NA Business multiples and implied valuations

•The spread between the revenue and EBITDA multiples’ implied valuations

•Impact on fair value of invested capital and excess/deficit to the carrying value of equity

•Impact of the NA Business reporting unit valuation to Lumen’s overall implied control premium

Generally, we have historically performed a similar analysis as part of every goodwill impairment assessment we have conducted in recent years to ensure all relevant factors are considered when selecting the Market Multiples and Long-term Growth Rates (“LTGR”) for our reporting units. We calculate and compare revenue growth, EBITDA, and Unlevered Cash Flow growth as well as EBITDA margin profiles. We generally assume that periods of growth or declines will normalize over time and moderate beyond the forecast horizon. We also consider how cost efficiencies and strategic investments made in the near term will impact our future financial performance. We additionally considered any changes in go-to-market strategies, sales channels, leadership changes and product categories (including our recent change to “grow/nurture/harvest/other” product categories) for each reporting unit. We also considered at October 31, 2022 the areas where initiatives would have the greatest impact while remaining mindful of each reporting unit’s respective strategic position, the overall macroeconomic environment, and related recessionary concerns.

At October 31, 2022, we reduced our NA Business revenue and EBITDA multiples from prior year multiples to align with the lower margins and lower revenue expectations used to set our earnings guidance for 2023. We expect to see the largest uplift from our targeted initiatives in this reporting unit. Key strategic priorities include

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promoting our Edge, Network-as-a-Service, Unified Communications & Collaboration, and Security and Secure Access Service Edge products, supported by higher sales from the digital portal and overall enterprise transformation and simplification efforts. As we have discussed in our previous reports, however, we do not expect these initiatives to result in revenue or EBITDA growth until 2025, which we believe supports using the below-market multiples.

The range of peer group 2022 revenue and EBITDA multiples and selected multiples utilized for NA Business are provided in the table below. NA Business’ multiples were substantially below the average peer group revenue and EBITDA multiples.

Peer Group Range Revenue Multiple EBITDA Multiple

Minimum 1.8x 4.7x

Average 2.9x 7.5x

Median 2.7x 7.3x

Maximum 4.6x 10.8x

NA Business 2.0x 5.0x

3.You disclose the weighted average cost of capital (WACC) used for the NA Business reporting unit was 9.4% and you indicate in your response that this included a 5% company specific equity risk premium. Please tell us whether you included a company specific equity risk premium in the WACC assumption in prior quantitative analyses and, if not, why such premium was included in the 2022 analysis.

Response: The Company assesses its specific debt and equity risk premium when determining the overall WACC. We have included a company specific equity risk premium in prior quantitative analyses. Additionally, we consider a company specific debt risk premium based on the trading levels of the Company’s debt and access to capital markets. The increase in our company specific equity risk premium is primarily tied to the volatility and trending of our share price. The following table provides our company specific risk premium (equity and debt) for prior quantitative analysis.

  Oct-22 Oct-21 Jan-21 Oct-20 Oct-19 Mar-19(1)

Company Specific Risk Premium  5.0% 5.0% 2.0% 4.0% 0.0% N/A

(1) Because our low share price was a trigger for impairment testing, we estimated the fair value of our operations using only the market approach.

4.In your response you indicate that you compared revenue, Adjusted EBITDA growth and unlevered cash flow growth, as well as Adjusted EBITDA margin profiles and that the long-term growth rate used were in line or below comparable average growth for these measures in future years based on your long-term forecast. You also state that considering these factors, you concluded the selected WACC, market multiples, long-term growth rate estimated fair value and indicated control premium were all reasonable. Please expand on these points and explain further how you concluded that the NA Business growth rates used were reasonable including more details about the comparisons referenced. In this regard, tell us whether you compared these amounts and/or rates with peers and, if so, tell us what the range of peers was and explain where you were within the range.

Response: In Table A below, the selected LTGR of 0.25% for our NA Business reporting unit is shown in comparison to our key growth metrics in the final two years of our internal long-term forecast. Additionally, management compared Lumen to publicly available peer group metrics in the intermediate term (2022-2024) across our key metrics including revenue growth, Adjusted EBITDA growth and Adjusted EBITDA margin, as shown in Table B below. Lumen NA Business average revenue growth and Adjusted EBITDA growth and Adjusted EBITDA margin are all towards the bottom of the range. As part of the forecast process, management goes beyond Lumen’s direct peers and also analyzed available industry data on channel and product trends in relation

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to our Lumen forecast, specifically focusing on NA Business Enterprise and Wholesale channel product trends within the context of Lumen’s historical performance and in combination with our revenue initiatives and go-to-market approach.

Table A

 Revenue CAGR (last 2 years) EBITDA CAGR (last 2 years) Unlevered
Cash Flow
CAGR Unlevered
Cash Flow
(last 2 year average) Revenue
(last 2 year average) Selected LTGR

NA Business 1.29% 3.97% 7.91% 4.99% 1.29% 0.25%

Table B

(Figures in Millions and Local Currency) Revenue Growth  Adjusted EBITDA Growth  Adjusted EBITDA Margin

Ticker Company CY2022 CY2023 CY2024  CY2022 CY2023 CY2024  CY2022 CY2023 CY2024

LUMN Lumen Technologies, Inc. -15.7% -15.4% -1.8%  -19.5% -20.9% -0.8%  39.0% 36.4% 36.8%

T AT&T Inc. -25.9% -1.7% 1.5%  -26.3% 2.0% 3.4%  33.4% 34.7% 35.4%

VZ Verizon Communications Inc. 2.4% 1.5% 1.6%  6.0% 1.7% 1.8%  35.1% 35.2% 35.2%

ATUS Altice USA, Inc. -3.8% -2.9% -1.1%  -10.1% -3.3% 2.2%  40.1% 39.9% 41.3%

CHTR Charter Communications, Inc. 4.6% 2.0% 2.6%  5.5% 2.6% 4.3%  40.0% 40.2% 40.9%

CMCSA Comcast Corporation 4.3% -0.6% 2.2%  6.7% 0.4% 3.4%  30.4% 30.7% 31.1%

AKAM Akamai Technologies, Inc. 3.8% 4.6% 8.7%  27.6% 3.4% 10.5%  42.4% 41.9% 42.6%

BCE BCE Inc. 2.9% 2.8% 2.8%  23.4% 3.7% 3.7%  42.6% 43.0% 43.3%

Peer Average -1.7% 0.8% 2.6%  4.7% 1.5% 4.2%  37.7% 38.0% 38.5%

 Peer statistics:

 Minimum -25.9% -2.9% -1.1%  -26.3% -3.3% 1.8%  30.4% 30.7% 31.1%

 Average -1.7% 0.8% 2.6%  4.7% 1.5% 4.2%  37.7% 38.0% 38.5%

 Median 2.9% 1.5% 2.2%  6.0% 2.0% 3.4%  40.0% 39.9% 40.9%

 Maximum 4.6% 4.6% 8.7%  27.6% 3.7% 10.5%  42.6% 43.0% 43.3%

Table Notes:

- Lumen includes all Lumen reporting units and is impacted by divestitures completed during 2022. NA Business accounts for approximately 75% of Total Lumen revenue.

- Removing the impacts of the 20-state ILEC business divestiture completed October 3, 2022, estimated Lumen NA Business revenue growth and Adjusted EBITDA growth are -2.5% and -6.1%, respectively, on average over the period from 2022 through 2024, while average Adjusted EBITDA margin over the same period is approximately 32%; each of these metrics is below the corresponding peer average.

In connection with determining our LTGR, we review key metrics and multiples used to prepare our publicly available guidance and long-term forecast, as well as reviewing performance data of our peers and the broader industry for additional context. As noted in our prior reports, we expect capital investments and cost reduction initiatives being made in the near-term to drive improved long-term NA Business performance beginning in 2025. We assessed all of these factors in connection with determining that our LTGR is 0.25%.

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5.Please tell us whether a sensitivity analysis was performed specific to the assumptions of revenue, adjusted EBITDA and unlevered cash flow growth rates, as well as the WACC, for the NA Business and if so, what those results were. Also, describe the trends in the NA Business assumptions over the last several years.

Response: Lumen’s forecast process is a detailed, drivers-based model that uses hundreds of inputs to derive the forecast. Due to the complex nature of our forecasting process and the large number of metrics that are modeled, the process does not lend itself to simple sensitivity analysis. We do, however, run concurrent sensitivities around specific revenue and cost initiatives factoring in historical attainment.

As part of the forecasting process, hundreds of inputs are carefully considered and selected to arrive at the most-likely base forecast for Lumen, its reporting units, and certain key metrics including revenue, Adjusted EBITDA and unlevered cash flow. Inputs, and their resulting impact to financial projections, are tested during the forecast update process and selected based on reasonableness. Input examples for NA Business include, but are not limited to:

•Sales bookings by month by sales channel based on number of sellers and average productivity per seller

•Revenue installation intervals and installed revenue values in relation to trailing sales levels

•Revenue disconnect rate % by month by sales channel

•Seasonal usage growth or decline rate by month by sales channel

•Certain direct costs (and direct margin) by product by sales channel that are associated with the provision of services and products to customers

•Operating expense by account and by department by month based on annual growth rates, sequential trends, % of revenue and other factors such as changes in headcount, average cost per headcount per department, increases in compensation and rent, capitalization rates by dept and seasonal variability (including utility costs and payroll taxes).

•Capital expenditures by program, details by capital type (Success Based, Project, Base and capitalized operating expense), and review as a % of annualized sales/installations, and as a % of revenue. We also include investments to support initiatives/optimization and other spending to support network capacity requirements and unit growth.

Our current year forecast for NA Business and other reporting units aligns to our external company guidance. The forecast process frequency is at minimum quarterly and typically multiple times per quarter. The long-range forecast is reviewed by Lumen’s Board of Directors annually and throughout the year in connection with assessing strategic alternatives, potential mergers and acquisitions, or divestitures.

Internal controls are in place to assure the inputs and resulting forecast output metrics fall within expected ranges based on historical company results, with a process to ensure any metrics falling outside of reasonable range thresholds are explainable as outlier events or are the result of intentional shifts in company strategy.

United States securities and exchange commission logo
May 26, 2023
Chris Stansbury
Chief Financial Officer
Lumen Technologies, Inc.
100 CenturyLink Drive
Monroe, LA 71203
Re:Lumen Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 23, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2023
Filed May 2, 2023
Form 8-K Furnished on May 2, 2023
File No. 001-07784
Dear Chris Stansbury:
            We have reviewed your April 25, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 11, 2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Consolidated Financial Statements
(3) Goodwill, Customer Relationships, and Other Intangible Assets, page 83
1.We note in your response to prior comment 3 that you used a market approach and a
discounted cash flow method.  Please tell us how each was weighted in estimating the fair
value of the reporting units.
2.With regards to your market approach, please describe the trends in your NA Business
revenue and EBITDA multiples over the last several years.  Also, you disclose on page 50

 FirstName LastNameChris Stansbury
 Comapany NameLumen Technologies, Inc.
 May 26, 2023 Page 2
 FirstName LastName
Chris Stansbury
Lumen Technologies, Inc.
May 26, 2023
Page 2
that you performed sensitivity analyses that considered a range of discount rates and
EBITDA market multiples.  Tell us whether you performed a sensitivity analysis of the
NA Business revenue and NA Business EBITDA multiples and, if so, please provide.
Lastly, in your response to prior comment 3, you indicate that your multiples were within
the range of the peer group multiples.  Please provide us with the range of the peer group
multiples and tell us where the NA Business fell within the range.
3.You disclose the weighted average cost of capital (WACC) used for the NA Business
reporting unit was 9.4% and you indicate in your response that this included a 5%
company specific equity risk premium.  Please tell us whether you included a company
specific equity risk premium in the WACC assumption in prior quantitative analyses and,
if not, why such premium was included in the 2022 analysis.
4.In your response you indicate that you compared revenue, Adjusted EBITDA growth and
unlevered cash flow growth, as well as Adjusted EBITDA margin profiles and that the
long-term growth rates used were in line or below comparable average growth for these
measures in future years based on your long-term forecast.  You also state that considering
these factors, you concluded the selected WACC, market multiples, long-term growth rate
estimated fair value and indicated control premium were all reasonable.  Please expand on
these points and explain further how you concluded that the NA Business growth rates
used were reasonable including more details about the comparisons referenced.  In this
regard, tell us whether you compared these amounts and/or rates with peers and, if so, tell
us what the range of peers was and explain where you were within the range.
5.Please tell us whether a sensitivity analysis was performed specific to the assumptions of
revenue, adjusted EBITDA and unlevered cash flow growth rates, as well as the WACC,
for the NA Business and if so, what those results were.  Also, describe the trends in the
NA Business assumptions over the last several years.
6.In your response, you indicate that one of the factors from which you determined that the
59% control premium was reasonable was that it was within the 1.3%-71.6% range of
eleven transactions occurring between November 1, 2021 and October 31, 2022.  Please
provide us with more information regarding these eleven premiums, such as what they
were individually or on a weighted average basis.  Further, describe the trends in your
control premium over the last several years and explain any significant changes.
7.We note your response to prior comment 5.  Please explain further how the significant
decline in the company’s market capitalization throughout the last seven months (e.g. $7.6
billion as of October 31, 2022; $5.2 billion as of December 31, 2022; $2.4 billion as of
April 5, 2023; and $2.3 billion as of May 2, 2023) did not trigger the need to perform a
quantitative analysis; particularly given that the decline in market capitalization would
presumably result in a much higher control premium that is outside the peer range.
Further, please tell us whether you intend to perform a quantitative analysis in the quarter
ended June 30, 2023.

 FirstName LastNameChris Stansbury
 Comapany NameLumen Technologies, Inc.
 May 26, 2023 Page 3
 FirstName LastName
Chris Stansbury
Lumen Technologies, Inc.
May 26, 2023
Page 3
Form 10-Q for the Quarterly Period Ended March 31, 2023
Notes to Consolidated Financial Statements
(11) Segment Information, page 29
8.We note your response to prior comment 7 and the revised disclosures here continue to
include Total Adjusted EBITDA.  As previously indicated, this is a non-GAAP
measure and is prohibited in the notes to the financial statements.  Accordingly, please
revise to remove both tables on page 30.  Further, we note that you removed the
reconciliation of the total segments' measure of profit or loss to consolidated net income,
which is required by ASC 280-10-50-30b.  Therefore, revise to include the reconciliation
from total segment adjusted EBITDA to net (loss) income, consistent with the
reconciliation included on page 133 in the Form 10-K for the year ended December 31,
2022.
Form 8-K Furnished on May 2, 2023
Exhibit 99.1
Financial Results, page 2
9.We note your response to prior comment 10 and revised presentation here.  Please further
revise to present Net Income, the most directly comparable GAAP measure to Adjusted
EBITDA and Adjusted EBITDA, Excluding Special Items, and Net Income margin, the
most directly comparable GAAP measure to Adjusted EBITDA Margin and Adjusted
EBITDA Margin, Excluding Special Items, with greater prominence than the respective
non-GAAP measures. Similar concerns apply to the presentation on page 3.  In this
regard, we note that you present Adjusted EBITDA, Excluding Specials Items and the
respective margin without presenting the GAAP measure more prominently. Also, revise
to remove the "Operating income" line in the reconciliation from net income to adjusted
EBITDA on page 16.  Refer to Question 103.02 of the Non-GAAP C&DIs.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Taylor Kriner, Director SEC Reporting

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Lumen Technologies, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203

April 25, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:  Lumen Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed February 23, 2023

Form 8-K Furnished February 7, 2023

Form 8-K Furnished January 27, 2023

File No. 001-07784

Dear Staff of the U.S. Securities and Exchange Commission,

On behalf of Lumen Technologies, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated April 11, 2023, relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on February 23, 2023, Form 8-K Furnished February 7, 2023 (the “February 8-K”), and Form 8-K Furnished January 27, 2023 (the “January 8-K").

In this letter, the Staff’s comments are repeated below, followed by the Company’s response. For ease of reference, we collectively refer to the rules adopted in SEC Release No. 33-8176 (Jan. 30, 2003), 68 FR 4820, as “Regulation G” and refer to specific questions included in the SEC’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations as “C&DI” questions.

Form 10-K for the Fiscal Year Ended December 31, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 41

1.You refer to various factors that impacted the declines in revenue here and in the segment discussion, including that revenue declines were due to the impact of several divested businesses, but do not quantify the impact of these factors. Where a material change is due to two or more factors, please revise to provide a quantified discussion of the factors impacting revenue. Similar concerns apply to your discussion of expenses on page 42. Refer to Item 303(b) of Regulation S-K.

Response: The Company confirms that in future filings, including the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, when a material change is due to two or more factors the Company will provide a quantified discussion of the factors impacting revenue and expenses in accordance with Item 303(b) of Regulation S-K.

Segment Results, page 46

2.We note you present total Adjusted EBITDA. Please revise to reconcile this non-GAAP measure to net income (loss), the most directly comparable GAAP measure, similar to your reconciliation of Adjusted EBITDA on page 17 in Exhibit 99.1 of the Form 8-K furnished on February 7, 2023. Further, “Total segment EBITDA” and “Operations

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and Other EBITDA” are non-GAAP measures and should also be reconciled to the most directly comparable GAAP measure, net income. However, once reconciled it would appear such measures may include adjustments that are inconsistent with the applicable non-GAAP guidance. Therefore, you should consider removing these measures as you do not appear to incorporate them in your results discussion. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04 of the Non-GAAP C&DIs.

Response: The Company confirms that in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the Company will reconcile the segment’s designated measure of profit or loss, Segment adjusted EBITDA, to the Company’s net income (loss), the most directly comparable GAAP measure. The Company will also remove references to “Total segment EBITDA” and “Operations and Other EBITDA” from its disclosure as previously presented in prior MD&A reconciliation tables. To reconcile the measures of profit or loss to the Company’s net income (loss), amounts previously included in “Operations and Other EBITDA” will now be included as “Other unallocated amounts” to comply with Regulation G. The reconciliation will be substantially similar to the presentation shown on Appendix 1 to this letter, which is comparable to the reconciliation previously included on page 17 of the Company’s February 8-K.

Consolidated Financial Statements

(3) Goodwill, Customer Relationships and Other Intangible Assets, page 83

3.We note that the indicated control premium was approximately 59% as of the October 31, 2022 goodwill impairment test. Please provide us with a comprehensive analysis of how you determined the control premium and how you concluded that it was reasonable.

Response: As of October 31, 2022, the Company estimated the fair value of its four reporting units by considering both a market approach and a discounted cash flow method. For the market approach, the Company reviewed its position amongst its peer groups and analyzed multiples for completed transactions and equity premiums by region. The Company selected revenue and Adjusted EBITDA multiples comparable to the multiples of its (i) divestiture of its Latin American business on August 1, 2022 (approximately 9x Adjusted EBITDA), (ii) divestiture of its 20-state ILEC business on October 3, 2022 (approximately 5.5x Adjusted EBITDA) and (iii) announced EMEA divestiture on November 2, 2022 (approximately 11x Adjusted EBITDA). Consistent with prior goodwill impairment assessments, management reviewed the Company’s selected market multiples to its seven peer companies. The Company’s peer group consists of public companies in the communications sector that generally have similar focus, product offerings and relative size. The Company’s peer group has remained relatively consistent and also includes five companies listed in the Compensation Benchmarking and TSR Peer Groups on page 77 of the Company’s 2022 Proxy Statement. Based upon this analysis and review, management concluded its multiples were reasonable as they were within the range of the peer group multiples and consistent with closed and announced divestitures. For the discounted cash flow (“DCF”) method, a DCF analysis was performed using the latest forecast reviewed by the Company’s Board of Directors. The Company calculated and compared revenue and Adjusted EBITDA growth and unlevered cash flow growth as well as Adjusted EBITDA margin profiles. The long-term growth rates used were in line or below (given perpetuity considerations) comparable average growth for revenue, Adjusted EBITDA and unlevered cash flow in future years based on the Company’s long-term forecast. The weighted cost of capital (“WACC”) was determined using a market participant approach. The market participant approach WACC was built using the Company’s cost of debt and equity with an additional 5% company specific equity risk premium to reflect risk in the Company’s forecast. Management considered this approach consistent with how a purchaser (market participant) would develop a WACC to discount cash flows to address execution and market risk. Management considered macro level, sector and internal drivers when forecasting the expected performance of reporting units and geographies, as well as internal company strategy, operational and execution risk. Consistent with prior years, management prepared the Company’s goodwill impairment test utilizing the forecast reviewed by the Company’s Board of Directors, market multiple ranges of the selected peer companies and ranges of indicated control premiums from historical transactions. Considering all of these factors, management concluded the selected WACC, market multiples, long-term growth rate estimated fair value and indicated control premium were all reasonable.

2

Management reconciled the estimated fair values of the reporting units to the Company’s market capitalization as of October 31, 2022, and concluded the indicated control premium of approximately 59% was reasonable based on a range of control premiums from recent market transactions discussed below and the valuations from the Company’s recently closed and announced divestitures referenced above. The Company’s market capitalization, when compared to the fair value of equity of its reporting units calculated in accordance with GAAP, was the primary driver of its 59% indicated control premium. Peer analysis and review at the time of the assessment provided additional context to management that the Company’s market capitalization was depressed, and the overall company was undervalued compared to competitors with similar assets, customers, and business models. Based upon 78 closed and announced transactions in the Telecommunication Services industry in the United States, Canada, Europe, Asia Pacific, Africa and Middle East for the period November 1, 2017 to October 31, 2022, the target stock premiums one day prior to the deal announcement ranged from 0.0% to 92.9%. Narrowing the transaction period to November 1, 2021 to October 31, 2022, the target stock premium one day prior to the deal announcements for eleven transactions ranged from 1.3% to 71.6%. Based upon these factors, management determined the Company’s indicated control premium of 59% was within the range for the selected comparable transactions.

4.Please tell us the fair value and carrying value of each reporting unit as well as the goodwill allocated to each reporting unit as of October 31, 2022. Also, provide us with your reconciliation of the estimated fair value of your reporting units to the company’s market capitalization as of October 31, 2022.

Response:

Reporting Units as October 31, 2022

(in millions) Mass Markets NA Business APAC EMEA Total

Concluded Fair Value of Equity $2,632 $7,428 $340 $1,723 $12,123

Carrying Value of Equity $1,337 $10,656 $170 $635 $12,797

Allocated Goodwill $4,752 $11,126 $0 $51 $15,928

Indicated Control Premium Analysis

(in millions except Share Price) October 31, 2022

Concluded Fair Value of Equity of Reporting Units $12,123

Share Price as of October 31, 2022 $7.36

Multiplied by Shares outstanding 1,035

Market capitalization $7,615

Indicated control premium (discount) 59.2%

In addition, during 2022, the Company also impaired $43 million goodwill on a business classified as held for sale, which is included in the $3,271 million ($3,228 million + $43 million) goodwill impairment disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

5.We note that there has been a significant decline in your market capitalization since the October 31, 2022 goodwill impairment test was performed and since your December 31, 2022 year end. It appears that this may be a triggering event that would require you to reassess your goodwill for impairment. Please tell us what consideration you have given to reassessing the recoverability of your goodwill in the first quarter of fiscal 2023. If

3

you did not perform impairment tests during the first quarter, please explain why. To the extent that an impairment test was performed, tell us whether or not an impairment of goodwill existed. Refer to ASC 350-20-35-30.

Response: As of December 31, 2022 and up to the issuance of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, management considered the decline in the market capitalization after the announcement to eliminate the Company’s dividend and determined that it did not change the Company’s assumptions and conclusions with regards to the fair value of the remaining reporting units as of December 31, 2022. Additionally, the sale of the Latin American business on August 1, 2022 (at a price approximately 9x Adjusted EBITDA), the sale of the 20-state ILEC business on October 3, 2022 (at a price approximately 5.5x Adjusted EBITDA) and the proposed EMEA business divestiture announced on November 2, 2022 (at a price approximately 11x Adjusted EBITDA), all had purchase multiples consistent with those used in the Company’s most recent goodwill impairment tests as of October 31, 2022. These transactions support the position that the Company’s market capitalization during the first quarter of 2023 did not directly correlate with the fair value of equity of the Company’s reporting units calculated in accordance with GAAP (as discussed in the Company’s prior responses above).

During the first quarter of 2023, management (i) assessed the following qualitative factors, (ii) made the determinations summarized below and (iii) determined it was not more likely than not that the fair values of the Company’s reporting units were less than their carrying amount, including goodwill.

•No adverse changes in macroeconomic conditions

◦There were no significant adverse changes, consistent with the disclosures the Company plans to make in its earnings release scheduled for May 2, 2023 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. Additionally, as discussed in response 3 above, we included a 5% company specific equity risk premium at October 31, 2022.  As our terminal year forecast did not significantly change and the yield on the 10-year US Treasury Bond declined 62 basis points since October 31, 2022, we considered this risk premium to be adequate to cover the forecast risk at March 31, 2023.

•No changes in industry and market conditions

◦There were no significant adverse changes, consistent with the disclosures the Company plans to make in its earnings release scheduled for May 2, 2023 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

•No changes in cost factors that would have a negative impact on cash flows

◦Inflationary pressures were considered by management for the Company’s October 31, 2022 goodwill impairment assessment, and no significant changes since October 31, 2022 were noted.

•No changes in overall financial performance

◦Management compared the forecast used for the October 31, 2022 goodwill impairment test to the Company’s most recent forecast and noted no significant changes to the long-term forecast and growth rates.

◦Management compared year-to-date first quarter 2023 results to the most recent forecast and did not identify any significant underperformance against the October 31, 2022 forecast.

•No changes in management, strategy, and customers

◦During the Company’s Q4 2022 earnings call on February 7, 2023, members of the Company’s executive team discussed strategic plans for a return to growth. These strategic plans were considered during the Company’s October 31, 2022 goodwill impairment assessment. For the Company’s Mass Markets segment, management is forecasting a high level of capital investment in connection with its Quantum Fiber buildout plans, which will decrease near term cash flow but is expected to improve the Company’s cash flows beyond five years and the Company’s terminal value. For the Company’s Business segment, management is making material capital investments to expand the Company’s ability to service customers in key metropolitan markets. These changes in strategic direction will result in a reduction in revenue and increase in expenses in the short-term but are designed to position the Company for future growth. The Company determined that its terminal year cash flows were not materially impacted by the strategic reset and, therefore, management concluded there was not a trigger for further impairment assessment.

4

◦During the first quarter of 2023, we implemented senior leadership management changes to align with the previously announced strategic plans and these were considered during our October 31, 2022 goodwill impairment assessment. Management concluded these changes did not trigger the need for further impairment assessment.

•No events affecting a reporting unit

◦Management determined there were no changes affecting reporting units which were aligned with the Company’s strategic plans and considered in the Company’s October 31, 2022 goodwill impairment test.

•No significant company specific adverse events that would potentially cause a sustained decrease in our share price

United States securities and exchange commission logo
April 11, 2023
Chris Stansbury
Chief Financial Officer
Lumen Technologies, Inc.
100 CenturyLink Drive
Monroe, LA 71203
Re:Lumen Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 23, 2023
Form 8-K Furnished February 7, 2023
Form 8-K Furnished January 27, 2023
File No. 001-07784
Dear Chris Stansbury:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 41
1.You refer to various factors that impacted the declines in revenue here and in
the segment discussion, including that revenue declines were due to the impact of
several divested businesses, but do not quantify the impact of these factors. Where a
material change is due to two or more factors, please revise to provide a quantified
discussion of the factors impacting revenue.  Similar concerns apply to your discussion of
expenses on page 42.  Refer to Item 303(b) of Regulation S-K.

 FirstName LastNameChris Stansbury
 Comapany NameLumen Technologies, Inc.
 April 11, 2023 Page 2
 FirstName LastName
Chris Stansbury
Lumen Technologies, Inc.
April 11, 2023
Page 2
Segment Results, page 46
2.We note you present total Adjusted EBITDA.  Please revise to reconcile this non-GAAP
measure to net income (loss), the most directly comparable GAAP measure, similar to
your reconciliation of Adjusted EBITDA on page 17 in Exhibit 99.1 of the Form 8-K
furnished on February 7, 2023.  Further, “Total segment EBITDA” and “Operations and
Other EBITDA” are non-GAAP measures and should also be reconciled to the most
directly comparable GAAP measure, net income.  However, once reconciled it would
appear such measures may include adjustments that are inconsistent with the applicable
non-GAAP guidance.  Therefore, you should consider removing these measures as you do
not appear to incorporate them in your results discussion.  Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and Questions 100.01 and 104.04 of the Non-GAAP C&DIs.
Consolidated Financial Statements
(3) Goodwill, Customer Relationships and Other Intangible Assets, page 83
3.We note that the indicated control premium was approximately 59% as of the October 31,
2022 goodwill impairment test.  Please provide us with a comprehensive analysis of how
you determined the control premium and how you concluded that it was reasonable.
4.Please tell us the fair value and carrying value of each reporting unit as well as the
goodwill allocated to each reporting unit as of October 31, 2022.  Also, provide us with
your reconciliation of the estimated fair value of your reporting units to the company’s
market capitalization as of October 31, 2022.
5.We note that there has been a significant decline in your market capitalization since the
October 31, 2022 goodwill impairment test was performed and since your December 31,
2022 year end.  It appears that this may be a triggering event that would require you to
reassess your goodwill for impairment. Please tell us what consideration you have given
to reassessing the recoverability of your goodwill in the first quarter of fiscal 2023. If you
did not perform impairment tests during the first quarter, please explain why. To the
extent that an impairment test was performed, tell us whether or not an impairment of
goodwill existed.  Refer to ASC 350-20-35-30.
(4) Revenue Recognition
Performance Obligations, page 92
6.You disclose you expect to recognize approximately 75% of the $7.4 billion in revenue
related to performance obligations associated with existing customer contracts that are
partially or wholly unsatisfied through 2025, with the balance recognized thereafter.
Please revise to better describe when such revenue will be recognized using time bands
that would be most appropriate for the duration of the remaining performance obligations
or by using qualitative information.  In this regard, explain how the 75% will be
recognized through 2025, (e.g. ratably), or indicate the percentage estimated to be
recognized each year.  Refer to ASC 606-10-50-13b.

 FirstName LastNameChris Stansbury
 Comapany NameLumen Technologies, Inc.
 April 11, 2023 Page 3
 FirstName LastName
Chris Stansbury
Lumen Technologies, Inc.
April 11, 2023
Page 3
(17) Segment Information, page 131
7.We note your segment results presentation includes adjusted EBITDA for “Operations and
Other” and Total adjusted EBITDA.  Please revise to remove these columns as these are
non-GAAP measures and should not be included in the Notes to the financial statements.
Refer to Item 10(e)(1)(ii)(C) of Regulation S-K.
(18) Commitments, Contingencies and Other Items, page 133
8.You disclose that as of any given date you could have exposure to losses under
proceedings as to which no liability has been accrued or as to which the accrued liability
is inadequate.  Please revise to clarify for all matters whether you believe there at least a
reasonable possibility that a loss may have been incurred or incurred in excess of amounts
already accrued and if so, disclose an estimate of such loss or a range of loss or state that
such estimate of possible losses cannot be made.  Refer to ASC 450-20-50-4.
Form 8-K Furnished on February 7, 2023
Exhibit 99.1
Fourth Quarter 2022 Highlights, page 1
9.We note your Modified Metrics exclude the financial impacts of divested businesses and
the lapsed CAF Phase II program, and includes estimates of revenue you would have
received under post-closing agreements.  These adjustments result in individually tailored
recognition and measurement principles that are inconsistent with GAAP since the
divested businesses did not meet the criteria for presentation as a discontinued operation
pursuant to ASC 205-20 and the lapsed program was included in your continuing
operations. We also note that you include an estimate of revenue for which you did not
earn in the periods presented.  Please revise to remove these measures and references
throughout.  Refer to Question 100.04 of the non-GAAP C&DIs.  Similar concerns apply
to the Form 8-K furnished on January 27, 2023 and the earnings release and tables,
trending schedule, and presentations included on your website.
Financial Results, page 3
10.We note that you present several non-GAAP measures in this table before the most
directly comparable GAAP measure.  Please revise to provide the comparable
GAAP measure before the non-GAAP measures.  You also present adjusted EBITDA
margin and adjusted EBITDA margin, excluding special items here and on page 17 but do
not present the comparable GAAP margin measure.  Please revise to present net income
(loss) margin with equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10(a) of the Non-GAAP C&DIs.

 FirstName LastNameChris Stansbury
 Comapany NameLumen Technologies, Inc.
 April 11, 2023 Page 4
 FirstName LastName
Chris Stansbury
Lumen Technologies, Inc.
April 11, 2023
Page 4
Form 8-K Furnished on January 27, 2023
Exhibit 99.1, page 1
11.This presentation includes “as reported” non-GAAP adjusted EBITDA excluding special
items and adjusted EBITDA margin excluding special items, without the comparable
GAAP measures and reconciliations to the most directly comparable GAAP measure.
Please revise to include the comparable GAAP measures and reconciliations for the “as
reported” non-GAAP measures.  Refer to Item 100(a) of Regulation G.  We also note
several non-GAAP measures are further adjusted and labeled “as modified.”  As noted in
comment 9 above, these modified measures result in individually tailored recognition and
measurement principles that are inconsistent with GAAP.  Please revise to remove the “as
modified” measures.  Refer to Question 100.04 of the non-GAAP C&DIs.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Taylor Kriner, Director SEC Reporting

Mail Stop 3720

June 15, 2017

R. Stewart Ewing, Jr.
Chief Executive Officer
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203

Re: CenturyLink, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 23, 2017
File No. 1 -07784

Dear Mr. Ewing :

We have com pleted our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

CORRESP
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		Document

June 9, 2017

VIA EDGAR

Mr. Carlos Pacho

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C.  20549

Re:    CenturyLink, Inc.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed February 23, 2017

Form 8-K

Filed May 3, 2017

File No. 1-07784

Dear Mr. Pacho:

On behalf of CenturyLink, Inc. (the “Company”), I am responding to the comments contained in your letter, dated May 30, 2017, relating to our Form 8-K filed May 3, 2017. Your comments are set forth in bold, italicized text below, and our responses are set forth in plain text beneath each comment.

Form 8-K filed May 3, 2017

Exhibit 99.1

Reconciliation of Non-GAAP Financial Measures (Unaudited)

1.

 Your presentation of a full non-GAAP income statement as a reconciliation of GAAP net income to ‘As adjusted excluding special items (Non-GAAP)’ is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP financial measures issued on May 17, 2016. Please revise in your next earnings release.

Response:

Question 102.10 is designed to explain which issuer disclosures cause a non-GAAP measure to be more prominent than a GAAP measure. Our prior presentation first discloses GAAP figures, then sets forth certain adjustments, and finally discloses adjusted non-GAAP figures. We believe our prior presentation was fully transparent and could not have confused any reasonable investor.

However, in response to the Staff’s comment, we intend to revise the consolidated statements of income schedule included in our future earnings releases filed as exhibits to our Form 8-K reports, beginning with the quarter ending June 30, 2017, to exclude (i) the presentation of a non-GAAP income statement (the column titled ‘As adjusted excluding special items (Non-GAAP)’), (ii) the reconciliation of GAAP net income presentation (the column titled ‘Less special items’), and (iii) the column titled ‘Increase (decrease) excluding special items’.

2.

 We note your presentation of the non GAAP measure titled “Operating Cash Flow”. We also note that your definition and computation of operating cash flows differs from the calculation of cash flows from operating activities in the statement of cash flows under U.S. GAAP. Accordingly, please revise the title “Operating Cash Flows” to provide a more appropriate description of this measure. Please comply with this comment in your next earnings release.

Response:

In response to the Staff’s comment, we intend to revise the title of our non GAAP measure of “Operating Cash Flow” (which is adjusted to exclude the impact of specified special items) to “Adjusted EBITDA” in our next earnings release filed as Exhibit 99.1 to Form 8-K, beginning with the quarter ending June 30, 2017.

3.

 Given that free cash flow is typically calculated as cash from operating activities as presented in the statement of cash flows under GAAP, less capital expenditures, please revise the title of this measure to something similar to “Adjusted Free Cash Flow” to alert your investors that it has been adjusted from the measure typically referred to as “Free Cash Flow.” Refer to Question 102.07 of the Compliance and Disclosure Interpretations of Non-GAAP measures issued on May 17, 2016. Please comply with this comment in your next earnings release.

Response:

In response to the Staff’s comment, we intend to revise the title of our non GAAP measure of “Free Cash Flow” (which is adjusted to exclude the impact of specified special items) to “Adjusted Free Cash Flow” in our next earnings release filed as Exhibit 99.1 to Form 8-K, beginning with the quarter ending June 30, 2017.

If you have any questions regarding this letter, please do not hesitate to call me at (318) 388-9512.

Sincerely,

/s/ R. Stewart Ewing, Jr.

R. Stewart Ewing, Jr.

Executive Vice President, Chief Financial Officer and Assistant Secretary

Cc: W. Bruce Hanks, Chair - CenturyLink, Inc. Audit Committee

Mail Stop 3720

May 30, 2017

R. Stewart Ewing, Jr.
Chief Executive Officer
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203

Re: CenturyLink, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 23, 2017
Form 8 -K
Filed May 3, 2017
File No. 1 -07784

Dear Mr. Ewing :

We have reviewed your filing s and have the following comments.  Please comply with
the foll owing commen ts in your 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 ask you to provide
us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 8-K filed May 3 , 2017
Exhibit 99.1

Reconciliation of Non -GAAP Financial Measures (Unaudited)

1. Your presentation of a full non -GAAP income statement as a reconciliation of GAAP  net
income to ‘As adjusted excl uding special items (Non -GAAP)’  is inconsistent with
Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on
non-GAAP financial measures issued on May 17, 2016.  Please revise in your next
earning s release.

R. Stewart Ewing, Jr.
CenturyLink, Inc.
 May, 30, 2017
 Page 2

2. We note your presentation of the non GAAP measure titled “Operating Cash Flow”. We
also note that your definition and computation of operating cash flow differs from the
calculation of cash flows from operating activities in the statement of cash flows under
U.S. GAAP. Accordingly, please revise the title “Operating Cash Flows” to provide a
more appropriate description of this measure.  Please comply with this comment in your
next earnings release .

3. Given that free cash flow is typically cal culated as cash from operating activities as
presented in the statement of cash flows under GAAP, less capital expenditures, please
revise the title of this measure to something similar to “Adjusted Free Cash Flow” to alert
your investors that it has been adjusted from the measure typically referred to as “Free
Cash Flow.”  Refer to Question 102.07 of the Compliance and Disclosure Interpretations
on Non -GAAP measures issued on May 17, 2016. Please comply with this comment in
your next earnings releas e.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Charles Eastman, Senior Staff Accountan t at (202) 551 -3794  or Ivette
Leon, Assistant Chief Accountant  at (202) 551 -3351  if you have questions regarding comments
on the financial statements and related matters.  Please contact Greg Dundas, Staff Attorney,  at
(202) 551 -3436  or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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CORRESP

 [LETTERHEAD OF WACHTELL, LIPTON,
ROSEN & KATZ]

 February 9, 2017

VIA EDGAR AND EMAIL

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Larry Spirgel

Assistant Director

AD Office 11 - Telecommunications

Re:

 CenturyLink, Inc.

 Registration
Statement on Form S-4

 Filed December 15, 2016

File No. 333-215121

 Dear Mr. Spirgel:

Reference is made to the Registration Statement on Form S-4 (File No. 333-215121) (the “Registration Statement”) filed
by CenturyLink, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on December 15, 2016, as amended on January 17, 2017, January 26, 2017 and
February 9, 2017.

 The Company hereby requests that the Registration Statement be made effective at 3:00 p.m. Eastern Standard Time
on February 13, 2017, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

If you have any questions concerning this letter, or if you require any additional information, please contact the undersigned at
(212) 403-1220 or DongJu Song at (212) 403-1166.

 Very truly yours,

/s/ Eric S.
Robinson

     Eric S. Robinson

Cc:
Stacey Goff, Executive Vice President and General Counsel, CenturyLink, Inc.

John Ryan, Chief Legal Officer and Secretary, Level 3 Communications, Inc.

David K. Boston, Willkie Farr & Gallagher LLP

CORRESP
1
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CORRESP

 [LETTERHEAD OF WACHTELL, LIPTON,
ROSEN & KATZ]

January 27, 2017

 VIA EDGAR AND EMAIL

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:
Larry Spirgel

Assistant Director

AD Office 11 – Telecommunications

Re:
CenturyLink, Inc.

Registration Statement on Form S-4

Filed December 15, 2016

File No. 333-215121

 Dear Mr. Spirgel:

On behalf of our client, CenturyLink, Inc. (“CenturyLink” or the “Company”), set forth below are the
responses of the Company to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated
January 23, 2017 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with this letter, the Company is filing Amendment
No. 2 to the Registration Statement (“Amendment No. 2”), and is separately furnishing to the Staff three courtesy copies of Amendment No. 2 marked to show changes from the version of the Registration Statement filed
on January 17, 2017.

 For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the
Comment Letter. To assist your review, we have included the text of the Staff’s comments in bold below. The responses and information below are based upon information provided to us by CenturyLink and Level 3 Communications, Inc.
(“Level 3”).

 Material U.S. Federal Income Tax Consequences, page 145

1.
 We note that you and Level 3 intend for the combination to be treated as a “reorganization” within
the meaning of Section 368(a). We also note that you have filed as exhibits two short-form tax opinions. Please make revisions throughout your Material U.S. Federal Income Tax Consequences section to state that each conclusion with respect to
tax matters is the opinion of counsel.

Please also revise the form tax opinions filed as Exhibits 8.1 and 8.2 to clearly state that the disclosure in the tax consequences section of the prospectus is the opinion of counsel. Please
note that opining on the accuracy of the disclosure alone, without stating that the disclosure is the opinion of counsel, is not sufficient. For guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19 available on our website.

Response to Comment 1:

In response to the Staff’s comment, the tax opinions filed as Exhibits 8.1 and 8.2 to Amendment No. 2 have been revised to be “long-form” opinions within the meaning of Staff Legal Bulletin
No. 19.

 * * * * * *

If you have any questions regarding this filing, please contact the undersigned at (212) 403-1220 or DongJu Song at (212) 403-1166.

Very truly yours,

/s/ Eric S. Robinson

Eric S. Robinson

Cc:
Stacey Goff, Executive Vice President and General Counsel, CenturyLink, Inc.

John Ryan, Chief Legal Officer and Secretary, Level 3 Communications, Inc.

David K. Boston, Willkie Farr & Gallagher LLP

 2

Mail Stop 3720

January 23, 2017

Stacey W. Goff
General Counsel
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 17, 2017
  File No. 333-215121

Dear Mr. Goff :

We have reviewed your amended registration statement  and have the following comment.
Please respond to this letter by amending your registration statement .  If you do not believe our
comment  applies  to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your registration statement and the information yo u
provide in response to this comment , we may have  additional comments.

Material U.S. Federal Income Tax Consequences, page 145

1. We note that you and Level 3 intend for the combination to be treated as a
“reorganization” within the meaning of Section 368 (a).  We also note that you have filed
as exhibits two short -form tax opinions.  Please make revisions throughout your Material
U.S. Federal Income Tax Consequences section to state that each conclusion with respect
to tax matters is the opinion of counsel .  Please also revise the form tax opinions filed as
Exhibits 8.1 and 8.2 to clearly state that the disclosure in the tax consequences section of
the prospectus is the opinion of counsel.  Please note that opining on the accuracy of the
disclosure alone, w ithout stating that the disclosure is the opinion of counsel, is not
sufficient.  For guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19 available
on our website.

Stacey W. Goff
CenturyLink, Inc.
January 23, 2017
Page 2

 You may contact Charles Eastman, Staff Accountant, at (202) 551 -3794 or I vette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -3257 with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Eric S. Robinson
 Wachtell, Lipton, Rosen & Katz

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 [LETTERHEAD OF WACHTELL, LIPTON,
ROSEN & KATZ]

 January 17, 2017

VIA EDGAR AND EMAIL

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Larry Spirgel

Assistant Director

AD Office 11 - Telecommunications

Re:

CenturyLink, Inc.

Registration Statement on Form S-4

Filed December 15, 2016

File No. 333-215121

 Dear Mr. Spirgel:

On behalf of our client, CenturyLink, Inc. (“CenturyLink” or the “Company”), set forth below are the
responses of the Company to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated
January 11, 2017 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with this letter,
the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), and is separately furnishing to the Staff three courtesy copies of Amendment No. 1 marked to show changes from the
version of the Registration Statement filed on December 15, 2016.

 For your convenience, the numbered paragraphs of this letter
correspond to the numbered paragraphs of the Comment Letter. To assist your review, we have included the text of the Staff’s comments in bold below. The responses and information below are based upon information provided to us by CenturyLink
and Level 3 Communications, Inc. (“Level 3”).

 Background of the Combination, page 48

1.
We note that you discuss the potential tax credits the combined company may acquire from Level 3 as a result of the transaction (in the amount of $9.7 billion). We also note, however, that you do
not discuss your current NOLs and the impact the effect that the combination may have on the NOLs that you have accumulated. Consider expanding your disclosures here, or where you deem appropriate, to discuss the consideration
you gave to the impact the transaction will have on your NOLs.

 Response to Comment 1:

In response to the Staff’s comment, CenturyLink respectfully submits that CenturyLink gave consideration to the impact the transaction
would have on its remaining accumulated federal NOLs and determined there would be no significant impact to its federal NOLs as a result of this transaction. As of the date of the filing, CenturyLink had utilized substantially all of its federal
NOLs and its remaining unutilized federal NOLs would represent less than 1% of the combined company’s federal NOLs. Accordingly, CenturyLink does not believe that any discussion is warranted with regard to the effect of the combination on
CenturyLink’s current federal NOLs.

 Notes to Unaudited Pro Forma Condensed Combined Financial Information

Basis of Preliminary Purchase Price Allocation, page 155

2.
We note your disclosure that Level 3 had approximately $9.7 billion of net operating loss carryforwards which can be used to offset future taxable income. You discuss in your
Other Risks section that you may not be able to use the NOLs after the combination in the amount you projected. Please tell us how these potential tax benefits are reflected in your preliminary purchase price allocation and the factors you
considered when assessing the need for a valuation allowance. Refer to ASC 805-740-25-3.

Response to Comment 2:

 In
response to the Staff’s comment, CenturyLink respectfully submits that in determining the need for a valuation allowance on its federal NOLs, CenturyLink considered the forecasts of future earnings of the combined company, the amount by which
the combined company’s ability to use Level 3’s federal NOLs following the combination would be limited as a result of the combination (taking into account the effect of Level 3’s net unrealized
built-in gain), and the number of years remaining before the expiration of Level 3’s federal NOLs. Based on these factors, CenturyLink believes the probability the combined company will be able to
utilize fully Level 3’s federal NOLs is well in excess of the more-likely-than-not standard in ASC 740-10 and, therefore, no valuation allowance will be necessary
based on the weight of available evidence. However, because the ultimate utilization depends on future income, which may be impacted by a great many risks, we believe it is appropriate to remind investors that we cannot assure them that CenturyLink
will be able generate enough taxable income in the future to be able to fully utilize the NOLs after the combination.

 2

 With regards to the inclusion of the potential tax benefits attributable to the NOLs in the
preliminary purchase price allocation included in the Unaudited Pro Forma Condensed Combined Financial Information, CenturyLink respectfully directs the Staff to the explanations included in pro forma adjustments (G) and (J). In summary, Level
3’s NOLs are included in their noncurrent deferred tax asset balance, which are reflected in Deferred income taxes, net on the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2016. As noted in pro forma adjustment
(G), CenturyLink expects to reclassify a portion of Level 3’s noncurrent deferred tax asset of $3.037 billion, consisting primarily of U.S. federal NOLs, to partially offset CenturyLink’s existing noncurrent deferred tax liability
related to the same jurisdictions. As noted in pro forma adjustment (J), the table reflects that the reclassification of $3.037 billion deferred tax asset was more than offset by (i) an additional reclassification of a portion of Level
3’s deferred tax liability to conform the presentation, (ii) an additional deferred tax liability established for the change in the fair value of the customer relationship and other intangible assets and (iii) an additional deferred
tax liability established as a result of the elimination of Level 3’s deferred revenue and deferred costs associated with capacity agreements. After these adjustments, the value of the federal NOLs is reflected as a reduction in Deferred
credits and other liabilities in the preliminary purchase price allocation. Were it not for the existence of the NOLs, Deferred credits and other liabilities would have been approximately $3.2 billion greater.

After consideration of your comment, to improve the clarity of the disclosure, CenturyLink has revised the disclosure on page 156 of the
joint proxy statement/prospectus with respect to how the potential tax benefits are reflected in the preliminary purchase price allocation table. For reference, the additional disclosure is set forth below:

“Level 3 had approximately $9.7 billion of unutilized federal NOLs as of December 31, 2015. The tax impact of the federal NOLs,
net of estimated 2016 activity through September 30, 2016, is included in the noncurrent deferred tax asset balance, which is reflected on the “Deferred income taxes, net” line of the Unaudited Pro Forma Condensed Combined Balance Sheet as
of September 30, 2016. As discussed further below in pro forma adjustments (G) and (J), after certain reclassifications and adjustments, the value of the federal NOLs is reflected as a reduction in deferred credits and other liabilities in
the preliminary purchase price allocation.”

 * * * * * *

 3

 If you have any questions regarding this filing, please contact the undersigned at (212) 403-1220 or DongJu Song at (212) 403-1166.

Very truly yours,

 /s/ Eric S. Robinson

Eric S. Robinson

Cc:
Stacey Goff, Executive Vice President and General Counsel, CenturyLink, Inc.

 John Ryan, Chief
Legal Officer and Secretary, Level 3 Communications, Inc.

 David K. Boston, Willkie Farr & Gallagher LLP

 4

Mail Stop 3720

January 11, 2017

Stacey W. Goff
General Counsel
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink, Inc.
  Registration Statement on Form S-4
Filed  December 15, 2016
  File No.  333-215121

Dear Mr. Goff :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Background of the Combination, page 48

1. We note that you discuss the potential tax credits the combined company may acquire
from Level 3 as a result of the transaction (in the amount of $9.7 billion). We also note,
howeve r, that you do not discuss your current NOLs and the impact the effect that the
combination may have on the NOLs that you have accumulated. Consider expanding
your disclosures here, or where you d eem appropriate, to discuss the consideration you
gave to the impact the transaction will have on your NOLs.

Stacey W. Goff
CenturyLink, Inc.
January 11, 2017
Page 2

 Notes to Unaudited Pro Forma Condensed Combined Financial Information

Basis of Preliminary Purchase Price Allocation, page 155

2. We note your disclosure that Level 3 had approximately $9.7 billion of net operating loss
carryforwards which can be used to offset future taxable income.   You discuss in your
Other Risks section that you may not be able to use the NOLs after the combination in
the amount you projected.   Please tell us how these potential tax  benefits are reflected in
your preliminary purchase price allocation and the factors you considered when assessing
the need for a valuation allowance.   Refer to ASC 805 -740-25-3.

We remind you that the company and its management are responsible for the a ccuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior t o the requested effective date of the registration
statement.

You may contact Charles Eastman , Staff Accountant, at (202) 551 -3794  or Ivette Leon ,
Assistant Chief Accountant , at (202) 551 -3351  if you have questions regarding comments on the
financial  statements and related matters.  Please contact Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -3257  with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Eric S. Robinson
 Wachtell, Lipton, Rosen & Katz

Mail Stop 3720

October 26, 2015

David D. Cole
Executive Vice President, Controller and Operations Support
CenturyLink , Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink , Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 24, 2015
File No. 1-07784

Dear Mr. Cole :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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September 22, 2015

VIA EDGAR

Mr. Carlos Pacho

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C.  20549

Re:    CenturyLink, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Response Dated August 24, 2015

File No. 1-07784

Dear Mr. Pacho:

On behalf of CenturyLink, Inc. (the “Company”), I am responding to the comments contained in your letter, dated September 8, 2015, relating to our Annual Report on Form 10-K for the year ended December 31, 2014.  Your comments are set forth in bold, italicized text below, and our responses are set forth in plain text beneath each comment.

Form 10-K for the Year Ended December 31, 2014

Item 7 Management’s discussion and analysis of financial condition and results of operations, page 40

1.

 We note your response to comment 1. Please include in your disclosure your statement that over 85% of your consumer segment strategic revenues are attributable to your broadband product offerings and over 85% of your consumer segment legacy revenues are attributable to your voice service product offerings.

Response:

After consideration of this request and the information requested in item 3 below, we will prospectively provide expanded disclosure, in tabular format, of revenues from external customers by various products and services by category and by specific customer strata, which we believe will better align our various disclosures and will provide additional information to investors.  In addition to providing the specific amounts for consumer strategic broadband product offerings and for consumer legacy voice product offerings, we will also prospectively provide an additional breakdown of our other revenue category to specify the amount of our high cost support and other revenues.  We will include this new disclosure in management’s discussion and analysis of financial condition and results of operations and in our “Segment Information” footnote in our future periodic reports, commencing with our Report on Form 10-Q for the three months ended September 30, 2015.  For reference, please see below for an example of our planned expanded disclosure.

 Six Months Ended

June 30,

 2015

 (Dollars in millions)

Revenue Detail

Strategic revenues

Business high-bandwidth data services

 $

 1,384

Business hosting services

 637

Business other strategic services

 86

Business low-bandwidth data services

 1,049

Consumer broadband services

 1,287

Consumer other strategic services

 209

Total strategic services revenue

 4,652

Legacy Services

Business legacy voice services

 1,320

Business other legacy services

 600

Consumer legacy voice services

 1,363

Consumer other legacy services

 139

Total legacy services revenue

 3,422

Data integration revenues

Business data integration

 280

Consumer data integration

 1

Total data integration revenue

 281

Other revenues

High cost support revenue

 266

Other revenue

 249

Total other revenues

 515

Total revenues

 $

 8,870

2.

 We note your response to comment 2. You state that management currently uses the strategic and legacy categorizations to evaluate company-wide and segment specific revenues and trends.  It also appears that management uses these two categorizations as a means of measuring and evaluating your product and services transformation strategy.  The relationship between costs and revenues appears to be materially different within your strategic and legacy subdivisions and continues to change from period to period.  We note in your quarterly earnings calls and industry presentations, discussions of the headwinds facing your goal of overall operating margin stability.  We also note your various public discussions concerning your shift in business focus to lower margin strategic products from higher margin legacy products and the attendant challenges facing this strategy.  For example you have noted that capital expenditures are in part targeted towards successful sectors of your business and acknowledge the impact of “off-net” costs upon the relatively lower margins of your strategic products.  We believe that an expanded disclosure, discussing in more detail the differences between the operating margins of the strategic and legacy subdivisions, is necessary to understand management’s view of the implementation and progress of your company transformation.  We also believe this information is material for a complete investor understanding and illumination of the costs associated with the changes in your macro revenue mix.  As mentioned above, considering that you share qualitative margin information about customer strata in earnings calls and industry presentations, please tell us why you are not required to include information of this nature in your MD&A to provide all investors with a better understanding of your operating performance.  Please again refer to Item 303(a)(3) of Regulation S-K and Securities Act Release No. 33-8350.

Response:

Although margin results are not available for our specific strategic and legacy services, we believe the most significant factor impacting both our strategic and legacy margins is lower revenue due to price compression and customer disconnects caused by competition.  As we have noted in our prior periodic report disclosures, the price compression we have experienced in recent years has impacted our strategic services more than our legacy services primarily due to there being a greater number of competitors offering similar services as our strategic services.  As also noted in our periodic reports, we continue to see more customers migrating away from traditional legacy services to strategic services, where we experience greater competition.

Operating costs impact both our strategic and legacy margins, but to a lesser extent than price compression and customer disconnects caused by competition.  These operating costs include (i) Prism content costs, which we have disclosed in detail in our prior periodic reports, and (ii) sales commissions, modem costs, software costs on selected services, installation costs and third-party facility costs (which we sometimes refer to as “off-net costs”).  We believe increases in operating costs have generally had a greater impact on the operating margins of our strategic services as compared to our legacy services, principally because our strategic services rely more heavily upon the above-listed operating costs.  In addition, as we transition towards a greater focus on the strategic services demanded by our customers, our start-up costs to provide new strategic services frequently negatively impact our aggregate strategic services margins, which we expect will be alleviated over time as the fixed portion of those costs are spread over a greater number of customers.

Based on the foregoing discussion, we believe the disclosures in our prior periodic reports concerning price compression, customer disconnects and rising Prism content costs have focused on the most significant factors impacting our strategic and legacy margins in accordance with Item 303(a)(3) of Regulation S-K and Securities Act Release No. 33-8350.  In addition to this information currently provided in our disclosures to investors, we will disclose in our future periodic reports, commencing with our Report on Form 10-Q for the three months ended September 30, 2015, (i) a listing of the key operating costs (in addition to Prism content costs) that we believe are impacting our strategic margins more than our legacy margins, (ii) one or more express statements of our belief that increased competition and the above-described operating costs will have a greater impact on our strategic services as compared to our legacy services and (iii) additional disclosure of the key reasons why we believe our strategic margins are generally lower than our legacy margins.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

12.  Segment Information, page 106

3.

 Please revise to disclose revenues from external customers for each product or service or each group of similar products and services in accordance with ASC 280-10-50-40.  If you believe that this information is not required, please provide us with a detailed analysis supporting your conclusion.

Response:

As noted above in our response to comment 1, to provide additional information to investors and better align the disclosures contained in our periodic reports and our earnings releases, we will prospectively provide expanded disclosure of revenues from external customers by various products and services by category and by specific customer strata in our “Segment Information” footnote in our future periodic reports.  For reference and further detail of this expanded disclosure, please see our response to comment 1 above.

We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the 10-K report noted above; that your comments or changes we make to disclosures in response to your comments do not foreclose the Securities and Exchange Commission from taking any action with respect to our filings; and that we may not assert your comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter, please do not hesitate to call me at (318) 388-9003.

Sincerely,

/s/ David D. Cole

David D. Cole

Executive Vice President, Operations Support and Controller

Cc: W. Bruce Hanks, Chair - CenturyLink, Inc. Audit Committee

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 Stacey W. Goff

 Executive Vice
President

 General Counsel and Secretary

 100 CenturyLink Drive

Monroe, LA 71203

 Tel:
318.388.9539

 September 8, 2015

Via EDGAR and email

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Will Mastrianna

Re:
CenturyLink, Inc. Registration Statement on Form S-4 filed September 2, 2015

Registration No. 333-206725

 Dear Mr. Mastrianna:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act “), CenturyLink, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement will
become effective under the Securities Act by 2:00 p.m. (Eastern Time) on Thursday, September 10, 2015, or as soon thereafter as practicable.

In connection with this request, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting our request is very much appreciated. Thank you for your
assistance with these matters. Please contact me at (318) 388-9539 or Kenneth J. Najder of Jones Walker L.L.P. at (504) 582-8386, as promptly as practicable upon declaration of effectiveness.

Sincerely,

/s/ Stacey W. Goff

Stacey W. Goff

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Mail Stop 3720

September  8. 2015

Mr. David D. Cole
Executive Vice President, Controller and Operations Support
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 20 14
 Response Dated August 24, 2015
File No. 1-07784

Dear Mr. Cole :

We have reviewed  your August 24, 2015  response to our comment  letter  and have the
following comment s.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respon d.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comme nts are to comments in our August 11,
2015  letter.

Form 10 -K for the Year Ended December 31, 2014

Item 7 Management’s Discussion and A nalysis of Financial Condition and Results of
Operations, page 40

1. We note your response to comment 1. Please include in your disclosures your statement
that over 85% of your consumer segment strategic revenues are attributable to your
broadband product offerings and over 85% of your consumer segment legacy revenues
are a ttributable to your voice service product offerings.

2. We note your response to comment 2. You state that management currently uses the
strategic and legacy categorizations to evaluate company -wide and segment specific
revenues and trends.   It also appears  that management uses these two categorizations as a
means of measuring and evaluating your product and services transformation

Mr. David D. Cole
CenturyLink, Inc.
September 8, 2015
Page 2

 strategy.   The relationship between costs and revenues appears to be materially different
within your strategic and legacy subdi visions and continues to change from period to
period.   We note in your quarterly earnings calls and industry presentations, discussion of
the headwinds facing your goal of overall operating margin stability.   We also note your
various public discussions c oncerning your shift in business focus to lower margin
strategic products from higher margin legacy products and the attendant challenges
facing this strategy.   For example you have noted that capital expenditures are in part
targeted towards successful se ctors of your business and acknowledged the impact of
“off-net” costs upon the relatively lower margins of your strategic products.   We believe
that an expanded disclosure, discussing in more detail the difference between the
operating margins of the strat egic and legacy subdivisions, is necessary to understand
management’s view of the implementation and progress of your company
transformation.   We also believe this information is material for a complete investor
understanding and illumination of the costs associated with the changes in your macro
revenue mix.   As mentioned above, considering that you share qualitative margin
information about customer strata in earnings calls and industry presentations, please tell
us why you are not required to include inf ormation of this nature in your MD&A to
provide all investors with a better understanding of your operating performance.   Please
again refer to Item 303(a)(3) of Regulation S -K and Securities Act Release No. 33 -8350.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

12.  Segment Information, page 106

3. Please revise to disclose revenues from external customers for each product or service or
each group of similar products and services in accordance with ASC 280 -10-50-40.  If
you believe that this information is not required, please provide us with a detailed
analysis supporting your conclusion .

You may contact Sharon Virga, Senior Staff Accountant, at (202) 551 -3385 or Ivette
Leon , Assistant Chief Acco untant, at 202 -551-3351  or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

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 8555 UNITED PLAZA BOULEVARD

BATON ROUGE, LOUISIANA 70809-7000

225-248-2000

 FAX
225-248-2010

 www.joneswalker.com

 September 2, 2015

Via EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
CenturyLink, Inc. Preliminary Prospectus

 Ladies and Gentlemen:

On behalf of CenturyLink, Inc. (“CenturyLink”), we are today filing electronically via the Commission’s EDGAR system a
preliminary prospectus on Form S-4 in connection with the offer by CenturyLink to exchange up to $500,000,000 aggregate principal amount of CenturyLink’s unregistered 5.625% Senior Notes, Series X, due 2025 for a like principal amount of
CenturyLink’s registered 5.625% Senior Notes, Series X, due 2025. The prospectus is being filed in preliminary form.

 If you have any
questions regarding this filing, please contact the undersigned at (225) 248-2030.

Very truly yours,

 /s/ Alexandra Layfield

Alexandra Layfield

cc:
Stacey W. Goff

CenturyLink, Inc.

ALABAMA ¡ ARIZONA ¡ CALIFORNIA ¡ DISTRICT OF
COLUMBIA ¡ FLORIDA ¡ GEORGIA
¡ LOUISIANA ¡ MISSISSIPPI ¡
NEW YORK ¡ OHIO ¡ TEXAS

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 September 2, 2015

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

RE:
CenturyLink, Inc. Registration Statement on Form S-4

Filed September 2, 2015

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) relating to the offer by
CenturyLink, Inc., a Louisiana corporation (“CenturyLink”), to exchange (the “Exchange Offer”) up to $500,000,000 of CenturyLink’s registered 5.625% Senior Notes, Series X, due 2025 (the “Registered Notes”) for up
to $500,000,000 of CenturyLink’s outstanding unregistered 5.625% Senior Notes, Series X, due 2025 (the “Unregistered Notes”), CenturyLink hereby confirms to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Staff”) that CenturyLink is registering the Exchange Offer in reliance on the Staff’s position enunciated in the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988), the
Morgan Stanley & Co. Incorporated no-action letter (available June 5, 1991) and the Shearman & Sterling no-action letter (available July 2, 1993).

CenturyLink represents as follows:

1. CenturyLink has not entered into any arrangement or understanding with any person to distribute the Registered Notes to be received in the
Exchange Offer and, to the best of CenturyLink’s information and belief, each person participating in the Exchange Offer is acquiring the Registered Notes in its ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the Registered Notes to be received in the Exchange Offer. In this regard, CenturyLink will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange
Offer for the purpose of participating in a distribution of the Registered Notes to be acquired in the Exchange Offer, such person (a) could not rely on the Staff position enunciated in the Exxon Capital Holdings Corporation, Morgan
Stanley & Co. Incorporated and Shearman & Sterling no-action letters and interpretive letters of similar effect and (b) must comply with registration and prospectus delivery requirements of the Securities Act of
1933, as amended (the “Act”), in connection with a secondary resale transaction. CenturyLink acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling
securityholder information required by Item 507 of Regulation S-K.

 2. CenturyLink will also make each person participating in the Exchange Offer aware that any
broker-dealer who holds Unregistered Notes acquired for its own account as a result of market-making activities or other trading activities may participate in the Exchange Offer so long as the broker-dealer has not entered into any arrangement or
understanding with CenturyLink or an affiliate of CenturyLink to distribute the Registered Notes.

 3. CenturyLink will also make each
person participating in the Exchange Offer aware that any broker-dealer who receives pursuant to the Exchange Offer Registered Notes in exchange for Unregistered Notes acquired for its own account as a result of market-making activities or other
trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Act (as described in the Shearman & Sterling no-action letter) in connection with any resale of such Registered Notes.

 4. CenturyLink will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer a representation to the effect that, by accepting the Exchange Offer, the exchange offeree represents to CenturyLink that it is not engaged in, and does not intend to engage in, a distribution of the Registered
Notes, and that if the exchange offeree is a broker-dealer holding Unregistered Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Act
in connection with any resale of Registered Notes received in respect of such Unregistered Notes pursuant to the Exchange Offer.

Sincerely,

CenturyLink, Inc.

By:

 /s/ Stacey W. Goff

Stacey W. Goff

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

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		CORRESP

August 24, 2015

VIA EDGAR

Mr. Carlos Pacho

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C.  20549

Re:    CenturyLink, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 24, 2015

File No. 1-07784

Dear Mr. Pacho:

On behalf of CenturyLink, Inc., I am responding to the comments contained in your letter, dated August 11, 2015, relating to our Annual Report on Form 10-K for the year ended December 31, 2014.  Your comments are set forth in bolded, italicized text below, and our responses are set forth in plain text beneath each comment.

Form 10-K for the Year Ended December 31, 2014

Item 7 Management’s discussion and analysis of financial condition and results of operations, page 40

1.

 We note your investor presentation for the first quarter of your fiscal year 2015 which provided a more detailed breakdown of the revenue composition of your business segment. In order to provide an appropriate context for analysis and a fuller understanding of both of your segments, please disclose this revenue mix breakdown for your business segment along with an analogous disclosure for your consumer segment. Please refer to Item 303(a)(3) of Regulation S-K and Securities Act Release No. 33-8350. For example, please see Section III.B.1. of SEC Release 33-8350.

Response:

As reflected by our recent investor presentation and earnings release materials, management reviews a more detailed product category breakdown of our business segment revenues in connection with assessing this segment’s overall performance, and agrees that this information is useful to investors.  Accordingly, we will provide this more detailed product category breakdown of our business segment revenues in the business segment analysis included in the management discussion and analysis sections of our future periodic filings with the Securities and Exchange Commission (“SEC”).

We, however, do not believe that a similar product category breakdown of our consumer segment revenues will provide meaningful information to investors.  Strategic and legacy revenue represent a categorization of revenue by product that management currently uses to evaluate company-wide and segment revenues and trends. Our consumer segment offers fewer significant products in both the strategic and legacy categories than our business segment.  Currently, over 85% of our consumer segment strategic revenues are

attributable to our broadband product offerings and over 85% of our consumer segment legacy revenues are attributable to our voice service product offerings.  Therefore, management does not believe that an analogous revenue breakdown for this segment would be meaningful to investors.  Instead, management and our SEC reports currently focus principally on the performance of our broadband and voice service product offerings given their respective dominant impacts on our consumer segment performance.  We list the additional products in our product descriptions because they represent components of our bundling strategy as described in Item 1 on page 5 of our 10-K report.  We believe the current consumer segment revenue presentation of strategic and legacy revenues provides investors with the information necessary to evaluate the segment’s operating performance.

2.

 We note the focus of your marketing and sales efforts on your “strategic” services, which you believe will be important to your future business performance; these services however “generate lower profit margins than [y]our traditional services.” We further note your disclosure that various competitive and technological factors “continue to place downward pressure on our revenues generated from legacy services and our consolidated cash flows.” It appears that the relationship between costs and revenues within your strategic and legacy products and services is materially different and has changed from period to period. In an effort to assess management’s view of the relative profitability of the various lines of business within each of the strategic and legacy subdivisions, please expand your disclosure to discuss in more detail the difference between the operating margins of the strategic and legacy subdivisions. Additionally, please consider quantifying and disclosing these operating margins. We note your discussions in quarterly earnings calls and industry presentations further describing the pressures placed upon your strategic and legacy products and services: for example, increased expenses related to content costs for your Prism TV service and continued price increases for your access lines. Please refer to Item 303(a)(3) of Regulation S-K and Securities Act Release No. 33-8350. For example, please see Section III.B.1. of SEC Release 33-8350.

Response:

As mentioned in the response to comment 1 above, strategic and legacy revenue represent a categorization of revenue by product that management uses to evaluate company-wide and segment revenues and trends.  These revenue categories do not represent separate lines of business within our Company or segments for a variety of reasons.  One of the primary reasons is that a large majority of these services are provided over our single telecommunications network.  The determination of our segment operating results, including the segment operating margins described in our periodic SEC reports, requires us to both assign direct expenses and make significant cost allocations for our common network and selling, general and administrative expenses.  The explanations included in the management discussion and analysis section for both our consolidated and segment financial results reflect how we currently review and evaluate the results of our business.

Our qualitative disclosure that our strategic services generate lower profit margins than our legacy services is based upon both incremental costs associated with some of the strategic services such as Prism™ TV programming and advertising expenses, as well as our belief that some of these strategic services require higher utilization of our common resources such as network technicians and customer support representatives.  The use of the referenced language in our 10-K report is therefore both an explanation based upon our revenue and expense variances as well as a forewarning of the expectation for our segment income margins to be lower in the near term than those attained by us in the past.

For these reasons, we believe our current disclosures permit investors to view our performance with the same primary tools used by management.  As such, we believe our current disclosures are consistent with the authority cited in the Staff’s comment above.

We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the 10-K report noted above; that your comments or changes we make to disclosures in response to your comments do not foreclose the Securities and Exchange Commission from taking any action with respect to our filings; and that we may not assert your comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter, please do not hesitate to call me at (318) 388-9003.

Sincerely,

/s/ David D. Cole

David D. Cole

Executive Vice President, Operations Support and Controller

Cc: W. Bruce Hanks, Chair - CenturyLink, Inc. Audit Committee

Mail Stop 3720

August 11, 2015

David D. Cole
Executive Vice President, Controller and Operations Support
CenturyLink , Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink , Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 24, 2015
File No. 1-07784

Dear Mr. Cole :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  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.

Please respond to these comments within ten business days by providing the requested
information or advise u s as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Year Ended December  31, 2014

Item 7 Management’s discussion and analysis of financial condition and results of operations,
page 40

1. We note your investor presentation for the first quarter of your fiscal year 2015 which
provided a more detailed breakdown of the revenue composition of your business
segment.   In order to provide an appropriate context for analysis and a fuller
understand ing of both of your segments, please disclose this revenue mix breakdown
for your business segment along with an analogous disclosure for your consumer

Mr. David D. Cole
CenturyLink, Inc.
August 11, 2015
Page 2

segment.   Please refer to Item 303(a)(3) of Regulation S -K and Securities Act Release
No. 33 -8350.   For example, please see Section III.B.1. of SEC Release 33 -8350.

2. We note the focus of your marketing and sales efforts on your “strategic” services,
which you believe will be important to your future business performance; these
services however “generate lower profit margins than [y]our traditional
services.”   We further note your disclosure that various competitive and technological
factors “continue to place downward pressure on our revenues generated from legacy
services and our consolidated cash flows. ”  It appears that the relationship between
costs and revenues within your strategic and legacy products and services is
materially different and has changed from period to period.   In an effort to assess
management’s view of the relative profitability of the various lines of business within
each of the strategic and legacy subdivisions, please expand your disclosure to
discuss in more detail the difference between the operating margins of the strategic
and legacy subdivisions.  Additionally, please conside r quantifying and disclosing
these operating margins. We note your discussions in quarterly earnings calls and
industry presentations further describing the pressures placed upon your strategic and
legacy products and services: for example, increased expen ses related to content costs
for your Prism TV service and continued price increases for your access lines.   Please
refer to Item 303(a)(3) of Regulation S -K and Securities Act Release No. 33 -
8350.  For example, please see Section III.B.1. of SEC Release 3 3-8350.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain 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 fr om the company
acknowledging that:

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

 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 Commission or any person under the federal securities laws of the United States.

Mr. David D. Cole
CenturyLink, Inc.
August 11, 2015
Page 3

You may contact Sharon Virga, Senior Staff Accountant , at (202) 551 -3385 or Ivette
Leon , Assistant Chief Acco untant, at 202 -551-3351  or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

August 19 , 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 completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission from
taking  any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who ar e responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

CORRESP
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August 8,   2013

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

CenturyLink, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed March 1, 2013

File No. 1-07784

Dear Mr. Spirgel:

On behalf of CenturyLink, Inc., I am responding to the comment contained in your letter, dated July 18, 2013, relating to our Annual Report on Form 10-K for the year ended December 31, 2012. Your comment is set forth in bold, italicized text below, and our response is set forth in plain text beneath the comment.

1. We note your response to comment 1. Please note that the liquidity and capital resources discussion should address material trends and uncertainties related to a company’s flexibility in determining when and how to use the available cash flows to satisfy obligations and make other capital expenditures.  We believe your new capital allocation strategy announced in February, which included a material stock repurchase program, a material dividend reduction, and debt repayment plans required greater discussion and analysis with a focus on explaining why the change in your capital allocation strategy occurred.  In future filings, please discuss in detail the nature and amount of your anticipated cash expenditures under the new capital allocation strategy, along with a discussion of any underlying trends in your liquidity which necessitated the adoption of the new capital allocation strategy, and address whether these trends are expected to continue.

Response:

In response to your request to provide additional disclosure in our future filings, we have expanded our liquidity disclosures as follows (underlined information is new) in our recently filed report on Form 10-Q.

Overview

At June 30, 2013, we held cash and cash equivalents of $214 million and we had $1.955 billion available under our $2.0 billion revolving credit facility (referred to as our “Credit Facility”, which is described further below). At June 30, 2013, cash and cash equivalents of $71 million were held in foreign bank accounts for the purpose of funding our foreign operations. Due to various factors, access to foreign cash is generally more restrictive than access to domestic cash.

Our board of directors monitors our use of cash throughout the year, but with enhanced scrutiny early each year in connection with the review of annual budgets.  In connection with our budgeting process in early 2013, our executive officers and board of directors reviewed our sources and potential uses of cash over the next several years, including among other things the previously-disclosed effect of the anticipated depletion of our federal net operating loss carryforwards by 2015. In connection therewith, the board of directors determined that reducing our quarterly dividend rate beginning in 2013, together with implementing a share repurchase program, would enhance our long-term ability to balance our multiple objectives of growing our business, honoring our debt and pension commitments, and returning cash to our shareholders. Based on the current capital allocation objectives approved by our board in early 2013, during the last six months of 2013 we anticipate expending cash of between $1.5 billion and $1.6 billion for capital investment in

property, plant and equipment and capitalized software and $660 million or less for dividends on our common stock, based on the current quarterly common stock dividend rate of $0.54. We have debt maturities of approximately $120 million over the remainder of 2013 and we also anticipate expending cash for repurchasing common stock, but the amount will largely depend on market conditions.

We will continue to monitor our future sources and uses of cash, and anticipate that we will make adjustments to our capital allocation strategies when, as and if determined by our board of directors. We may also draw on our revolving credit facility as a source of liquidity for operating activities and to give us additional flexibility to finance capital investments, repayments of debt, pension contributions, dividends or stock repurchases.

Dividends

We currently expect to continue our current practice of paying quarterly cash dividends in respect of our common stock subject to our board of directors’ discretion to modify or terminate this practice at any time. In early 2013, our board of directors approved a 25.5% reduction in our quarterly common stock dividend rate to $0.54 per share, which we believe resulted in a dividend payout rate that is more sustainable over the long-term, and thereby increases our flexibility to balance our multiple objectives of managing our business, paying our fixed commitments, and returning cash to our shareholders.  At this rate of $0.54 per share, we anticipate our total dividends paid each quarter will be $330 million or less, depending on how much stock we repurchase in future periods and excluding the impact of any currently unforeseen share issuances. See “Risk Factors-Risks Affecting Our Business” in Item 1A of Part II of this report and the discussion of our stock repurchase program below.

In addition to the expanded discussions above, we will also continue to disclose each quarter the nature of our anticipated capital expenditures for the current year, the amount remaining under our stock repurchase program and any required contributions to our pension plans for the current year.

We also wish as part of this communication to underscore our continued belief that our prior disclosures fully outlined any material trends and uncertainties impacting our liquidity and use of cash.  To assist investors in understanding our liquidity, we have previously provided:

·                                          extensive disclosures for several years regarding the long-term challenges of funding our pension plan and post-retirement benefit commitments,

·                                          highly-detailed risk factor disclosures since 2007 regarding the conditionality of our dividends,

·                                          disclosure since 2012 regarding the adverse impact on our cash flow caused by the anticipated depletion of our federal net operating loss carryforwards by 2015, and

·                                          other relevant historical and forward-looking disclosures, including disclosures concerning ongoing reductions in our operating margins over a prolonged period, our substantial debt and other fixed commitments, and the capital requirements of our industry.

When coupled with the liquidity disclosures in our most recent Report on Form 10-K (under the subheading “Liquidity and Capital Resources” on pages 73-80 and the subheading “Risks Affecting our Liquidity and Capital Resources” on pages 35-37), we believe we have historically provided a thorough discussion of the material trends and uncertainties regarding our use of available cash.  We also feel that we have previously provided the appropriate information necessary for our investors to understand the nature, impact and rationale of our capital allocation strategy.

As we noted in our letter to you dated June 14, 2013, our current capital allocation strategy was neither adopted in response to any material changes in our liquidity, nor necessitated by any other change in our circumstances.  Rather, this strategy was principally intended to modify when and how we voluntarily return cash to our shareholders.  Like many other boards, our board of directors monitors our use of cash throughout the year, but with enhanced scrutiny early each year in connection with the review of annual budgets.  As noted in our recent 10-Q disclosure reproduced above, (i) in connection with our budgeting process in early 2013, our executive officers and

board of directors reviewed our sources and potential uses of cash over the next several years, including the factors above, and (ii) in connection therewith, the board of directors determined that reducing our quarterly dividend rate beginning in 2013, together with implementing a share repurchase program, would enhance our long-term ability to balance our multiple objectives of growing our business, honoring our debt and pension commitments, and returning cash to our shareholders.

* * * *

We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the filing noted above; that your comments or changes we make to disclosures in response to your comments do not foreclose the Securities and Exchange Commission from taking any action with respect to our filings; and that we may not assert your comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter, please do not hesitate to call me at (318) 388-9512.

Sincerely,

/s/R.   Stewart Ewing, Jr.

R.   Stewart Ewing, Jr.

Executive   Vice President, Chief Financial Officer and Assistant Secretary

cc:   W. Bruce Hanks, Chair — CenturyLink, Inc. Audit Committee

CORRESP
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August 1,   2013

    VIA EDGAR

Mr. Larry   Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

CenturyLink, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed March 1, 2013

File No. 1-07784

Dear Mr. Spirgel:

On behalf of CenturyLink, Inc., I am writing to acknowledge receipt of your letter, dated July 18, 2013, relating to our Annual Report on Form 10-K for the year ended December 31, 2012. As we discussed with Robert Littlepage on Tuesday, July 30, 2013, we intend to respond to your letter in approximately one week.  As a result of your comments, we are currently considering including additional disclosures in our next Report on Form 10-Q, but as we are still in the middle of drafting that Report on Form 10-Q we need additional time to ensure that any additional disclosures are thoroughly vetted through our full disclosure review process.  Thank you for your understanding. Please call me at (318) 388-9512 if you have any questions.

Sincerely,

/s/   R. Stewart Ewing

R.   Stewart Ewing

Executive   Vice President, Chief Financial Officer and Assistant Secretary

 cc: W. Bruce Hanks, Chair —   CenturyLink, Inc. Audit Committee

July 18 , 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 response letter  and have the following comment .  As noted in our
letter dated June 5, 2013, 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 comment  in future filings.  Confirm in writing that you will do
so and explain to us how you intend to comply.

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 comment appl ies to your f acts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment , 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 response to comment 1.  Please note that the  liquidity and capital resources
discussion should address ma terial trends and uncertainties related to a company’s
flexibility in  determining when and how to use the available cash flows to satisfy
obligations and make other capital expenditures .  We believe your new capital allocation
strategy  announced in Februar y, which included a material stock repurchase program, a

R. Steward Ewing, Jr.
CenturyLink, Inc.
July 18 , 2013
Page 2

 material dividend reduction , and debt repayment plans  required greater discussion and
analysis  with a focus on explaining why the change in your capital allocation strategy
occurred.  In future filin gs, please discuss in detail the nature and amount of your
anticipated cash expenditures under the new capital allocation strategy , along with a
discussion of any underlying trends in your liquidity which necessitated the adoption of
the new capital alloca tion strategy, and address whether these trends are expected to
continue.

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

CORRESP
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June 14, 2013

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C.  20549

CenturyLink, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed March 1, 2013

File No. 1-07784

Dear Mr. Spirgel:

On behalf of CenturyLink, Inc., I am responding to the comments contained in your letter, dated June 5, 2013, relating to our Annual Report on Form 10-K for the year ended December 31, 2012.  Your comments are set forth in bolded, italicized text below, and our responses are set forth in plain text beneath each comment.

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 registrant shall identify any known trends or any known demands, commitments, events or uncertainties that will 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.

Response:

We discussed our new capital allocation strategy in our Form 8-K report dated February 13, 2013 and during our analyst conference call held in accordance with Regulation FD on the same date.  Thereafter, we discussed these transactions in Items 5 and 7 of our Form 10-K report for the year ended December 31, 2012, and provided additional information on the status of our share

repurchase program in our Form 10-Q report for the quarter ended March 31, 2013.  Consequently, we believe investors understand the nature and impact of our new strategy.

When we filed our 10-K report on March 1, 2013, we concluded that our liquidity had not materially changed.  Our capital resources, fixed commitments and operating cash flows were unaffected by our new capital allocation strategy.  Moreover, our new strategy had:

·                  no impact on our planned capital expenses,

·                  no impact on our pre-existing plans to use free cash flow to pay certain existing long-term indebtedness as it matures over the next couple of years, and

·                  no material impact on our capacity to meet our upcoming fixed commitments.

The changes resulting from the new strategy principally impact when and how we voluntarily return cash to our shareholders.  In essence, implementing our $2.0 billion two-year voluntary share repurchase program has afforded us greater short and long-term control over the amount and timing of our cash disbursements to shareholders, on the one hand, while increasing the targeted amount of cash to be returned to shareholders over a two-year period by approximately 30% (assuming full implementation of the plan), on the other hand.  Importantly, however, these changes in cash distributions to shareholders impact future discretionary payments only, and, as noted above, are not expected to have any material impact on our ability or plans to pay our upcoming fixed commitments.

For these reasons, we believe our 10-K disclosures were sufficient on the date made.  We will continue to report in our quarterly reports information on the financial impact of our cash distributions to shareholders based on our discretionary share repurchases over the preceding quarter.

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 your 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.

2

Response:

As part of our business, we regularly construct assets to expand our telecommunications network using internal and external resources.  Our labor cost capitalization policy, as well as Qwest’s former policy, is to record acquired assets at historical cost, including all costs incurred to bring the asset to the condition and location necessary for its intended use, which is consistent with the guidance provided in ASC 360-10-30-1.  ASC 360-10-20 provides that the costs of acquiring an asset should include costs from all the activities required to prepare the asset for its intended use, including administrative and technical activities, and activities to overcome unforeseen obstacles.  We include in our costs of construction (i) costs of materials, direct labor, and other direct costs and (ii) allocations of costs related to the acquisition of equipment, vehicles and tools utilized in the construction, and construction and engineering supervision.  Internal payroll and payroll related costs (including employee benefit costs) for employees who are directly associated with and who devote time to the construction project are capitalized to the extent of the time spent on the project.

Although CenturyLink and Qwest have historically determined project development costs in substantially the same manner, each company historically computed its capitalized labor rate differently.  CenturyLink computes its capitalized labor rate by dividing expenses eligible for capitalization by the total project-specific hours (excluding supervisor’s time) recorded to timesheets of employees working directly on construction activities. Project-specific hours are defined as hours worked either on individual specific capital projects or individual specific expense projects. Non-project specific hours are defined as reported hours that do not relate to an individual specific project activity code, but are hours worked by those employees who directly participate in capital and expense projects (e.g., time spent in meetings to discuss the status of multiple projects).  Qwest’s former methodology was to divide expenses eligible for capitalization by the total hours worked as recorded to timesheets of employees working on construction activities. Total hours worked included non-project specific time.  In essence, the difference between the two methodologies is that:

·                  CenturyLink partially expenses and partially capitalizes the cost of its hours worked that were not specific to a particular capital or expense project by proportion to the hours recorded for specific capital projects and specific expense projects, whereas

·                  Qwest fully expensed the cost of all hours that were not specific to an individual capital project, and thereby employed a lower capitalization rate.

In illustration, assume the simple situation where one of our network technicians works on just two projects during the month.  He or she spends 79 hours on project A (a capital project that expands our network), 79 hours on project B (a repair and maintenance project not deemed capitalizable)

3

and 2 hours in meetings that pertain to both projects.  The total costs for the two projects during the month are only this one employee’s costs, which amounts to $5,000 including benefits.  Under our labor cost capitalization policy, the capitalized labor rate would be $31.65 ($5000 / (79+79) and we would capitalize $2,500 ($5,000 * 79 / (79 + 79)) to project A since exactly half of the technician’s time coded to specific projects was for project A and expense $2,500.  However, under Qwest’s labor cost capitalization policy prior to 2012, the capitalized labor rate would have been $31.25 ($5000 / (79+79+2) and we would have capitalized $2,468.75 ($5,000 * 79 / (79 + 79 + 2)) to project A and $2,531.25 would have been expensed, since the two hours spent in the meetings would have been included in the denominator of total time worked for the month.

As stated in Note 6, page 110 in Item 8 on our Form 10-K, we changed Qwest’s capitalization labor rate to conform to CenturyLink’s methodology effective January 1, 2012, when we transitioned certain of Qwest’s legacy systems to CenturyLink’s time tracking and general ledger systems.  We believe both our and Qwest’s labor cost capitalization policies 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.

Response:

ASC 280-10-50-26 states that: “If no asset information is provided for a reportable segment, that fact and the reason therefore shall be disclosed”.  In accordance with that directive, we included in Note 13 on page 146 the following paragraph:

We do not assign depreciation and amortization expense to our segments, as the related assets and capital expenditures are centrally managed.  Similarly, severance expenses, restructuring expenses and, subject to an exception for our enterprise markets—data hosting segment, certain centrally managed administrative functions (such as finance, information technology, legal and human resources) are not assigned to our segments.  Interest expense is also excluded from segment results because we manage our financing on a total company basis and have not allocated assets or debt to specific segments.  In addition, other income (expense) does not relate to our segment operations and is therefore excluded from our segment results.

We believe this discloses to the users of our financial statements that we centrally manage our assets and do not track our assets by segment as our integrated telecommunications network supports most of the products and services provided by our operating segments.  As such, we have

4

determined that allocating our assets (consisting primarily of our telecommunications network) by segment is not meaningful for management purposes and therefore our chief operating decision maker (“CODM”) does not review such information.  However, for increased clarity we intend to expand our disclosure in our upcoming Report on Form 10-Q for the six months ending June 30, 2013 to include the explicit statement, “Our assets and capital expenditures are not monitored by or reported to the CODM by segment.”

As you note in your comment, we do disclose our goodwill by reporting unit as required by ASC 350-20.  This allocation of our goodwill to reporting units is completed solely for purposes of testing goodwill for impairment.  The CODM does not receive this goodwill information by reporting unit in any internal periodic performance reports, nor is such information used in evaluating segment performance or making resource allocation decisions.

*   *   *   *

We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the filing noted above; that your comments or changes we make to disclosures in response to your comments do not foreclose the Securities and Exchange Commission from taking any action with respect to our filings; and that we may not assert your comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter, please do not hesitate to call me at (318) 388-9003.

Sincerely,

/s/   David D. Cole

David   D. Cole

Executive   Vice President, Operations Support and Controller

cc:   W. Bruce Hanks, Chair — CenturyLink, Inc. Audit Committee

5

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

June 8, 2010

Mr. Glen F. Post, III Chief Executive Officer and President CenturyLink, Inc. 100 CenturyLink Dr. Monroe, LA  71203
 RE: CenturyLink, Inc. (f/k/a CenturyTel, Inc.)
Form 10-K for the fiscal year  ended Decemb er 31, 2009
  File No. 001-7784

Dear Mr. Post:   We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,
  /s/ Larry Spirgel
Larry Spirgel Assistant Director

CORRESP
1
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    commentltr.htm

CenturyLink, Inc.

100 CenturyLink Drive

Monroe, LA  71203

June 2, 2010

United States Securities and Exchange Commission                                                                                                FILED VIA EDGAR

100 F Street, N.E.

Washington, D.C.  20549

ATTENTION:

Mr. Larry Spirgel

Assistant Director

RE:

CenturyLink, Inc. (f/k/a CenturyTel, Inc.)

Form 10-K for the year ended December 31, 2009

Dear Mr. Spirgel:

By letter dated May 27, 2010, the Staff provided to CenturyLink, Inc. a comment with respect to its review of our Definitive Proxy Statement filed on April 7, 2010.  Our response to the Staff’s letter is contained herein.  In responding to the comment, we have reproduced below the full text of the Staff’s comment, which is followed by our response.

Definitive Proxy Statement filed on April 7, 2010

Risk Oversight, page 20

Comment 1.   We note your disclosure related to the board’s leadership structure and risk oversight in response to Item 407(h) of Regulation S-K.  In future filings, please also discuss the effect that the board’s role in the risk oversight of the company has on the board’s leadership structure.

Response:

In future proxy statement filings, we will include disclosure regarding the effect that the board’s role in the risk oversight of the company has on the board’s leadership structure.

* * * * * * * * *

In addition, in connection with our response to your comment letter, we acknowledge that (i) we are responsible for the adequacy and accuracy of the disclosure in our filings; (ii) staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to our filings and (iii) we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or need additional information, please do not hesitate to call me at (318) 388-9819.

Sincerely,

/s/   Neil A. Sweasy

       Neil A. Sweasy

       Vice President and Controller

Cc:         Jay Knight, Attorney-Adviser

Robert Bartelmes, Senior Financial Analyst

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
May 27, 2010

    Via U.S. Mail and Facsimile (318-362-1683)

 Mr. Glen F. Post, III Chief Executive Officer and President CenturyLink, Inc. 100 CenturyLink Dr. Monroe, LA  71203
 RE: CenturyLink, Inc. (f/k/a CenturyTel, Inc.)
Form 10-K for the fiscal year  ended Decemb er 31, 2009
  Filed March 1, 2010
  File No. 001-7784

Dear Mr. Post:
We have reviewed your filing and have the following comment.  If you disagree
with our comment, we will consider your explan ation as to why it is inapplicable or a
revision is unnecessary.  Pleas e be as detailed as necessa ry in your explanation.
 Please comply with our comment in futu re filings.  Confirm in writing that you
intend to do so within the tim e frame set forth below.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Glen F. Post, III
CenturyLink, Inc. May 27, 2010 Page 2  Definitive Proxy Statement filed on April 7, 2010

 Risk Oversight, page 20

1. We note your disclosure rela ted to the board’s leader ship structure and risk
oversight in response to Item 407(h) of Re gulation S-K.  In future filings, please
also discuss the effect that the board’s ro le in the risk overs ight of the company
has on the board’s leadership structure.

*    *    *    *
 Please respond to this comment thr ough correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter
that keys your response to our comment and provides any requested information.  Detail
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not fo reclose the Commission from taking any
action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Glen F. Post, III
CenturyLink, Inc. May 27, 2010 Page 3
Please contact Jay Knight, Attorney -Adviser, at (202) 551-3370, Robert
Bartelmes, Senior Financial Analyst, at (202) 551-3354, or  me at (202) 551-3810 with
any questions.          S i n c e r e l y ,                    / s /  R o b e r t  B a r t e l m e s

for Larry Spirgel
        A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

July 9, 2009

Via U.S. Mail

Mr. Glen F. Post, III Chairman of the Board of Directors and  Chief Executive Officer CenturyTel, Inc. 100 CenturyTel Drive Monroe, Louisiana 71203
 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
  Filed February 29, 2008   File No. 1-7784

 Dear Mr. Post:    We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.
 Sincerely,       Larry Spirgel  Assistant Director

CORRESP
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    commentltr.htm

    CenturyTel,
Inc.

    100
CenturyTel Drive

    Monroe,
LA  71203

    June 8,
2009

              United
      States Securities and Exchange Commission

              FILED
      VIA EDGAR

              100
      F Street, N.E.

              Washington,
      D.C.  20549

              ATTENTION:

              Mr.
      Larry Spirgel

              Assistant
      Director

              RE:

              CenturyTel,
      Inc.

              Form
      10-K for the year ended December 31,
2008

    Dear Mr.
Spirgel:

    By letter
dated May 27, 2009, the Staff provided to CenturyTel, Inc. certain comments with
respect to its review of our Form 10-K for the year ended December 31,
2008.  Our responses to the Staff’s letter are contained
herein.  In responding to each comment, we have reproduced below the
full text of the Staff’s comment, which is followed by our
response.

    Form 10-K for the year ended
December 31, 2008

    Financial
Statements

    (3) Goodwill and Other
Assets, page 92

    Comment
1.  We noted that goodwill accounted for 49% of total assets as of
December 31, 2008.  We note that revenues, operating income and
segment income have declined in recent quarters due to the negative impact of
the current economic environment.  As a result of your impairment test
of your reporting units as of September 30, 2008, you determined that your
goodwill balance was not impaired.  In light of the significance of
your goodwill balance, we expect robust and comprehensive disclosure in your
critical accounting policies regarding your impairment testing
policy.  This disclosure should provide investors with sufficient
information about management’s insights and assumptions with regard to the
recoverability of goodwill.  Specifically, we believe you should
provide the following information:

    •      Provide
a more detailed description of the steps you perform to review goodwill for
recoverability.

    •      Disclose
a breakdown of your goodwill balance as of December 31, 2008 by reporting
unit.

    •      Disclose
any changes to your reporting units or allocations of goodwill by reporting unit
and the reasons for such changes

    •      Describe
the nature of the valuation techniques and the significant estimates and
assumptions you employed to determine the fair value of your reporting units in
your impairment analysis.  For example, if you utilize the discounted
cash flow approach, you should disclose the discount rates for each reporting
unit and how those discount rates were determined, including your consideration
of any market risk premiums.  In addition, we believe your disclosure
should address your estimates of future cash flows, as follows:

    ♦          Provide
a discussion of your historical cash flow growth rates and explain how your
historical growth rates were considered when determining the growth rate to be
utilized in your cash flow projections.

    ♦           Disclose
the growth rate you need to achieve in your cash flow projections in order to
avoid having a goodwill impairment charge.

    ♦            In
view of the current economic environment, discuss how you considered the
uncertainties inherent in your estimated future growth rates.  For
example, you should explain if and when you anticipated a recovery of the
economy in your growth rates used in your cash flow analysis.

    •      Describe
changes to the assumptions and methodologies, if any, since your last impairment
test.

    For
further guidance, refer to Release No. 33-8350 “Interpretation: Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”

    Response:

    In future
filings that include our critical accounting policies disclosure, we will
provide additional disclosure regarding our process for testing for goodwill
impairment.  Our proposed disclosure that would be included in future
filings is as follows (subject to additional updating to reflect our pending
acquisition of Embarq Corporation (“Embarq”) and 2009 impairment testing
results):

    * * * * *
* *

    We are
subject to testing for impairment of long-lived assets under two accounting
standards, Statement of Financial Accounting Standards No. 142, “Goodwill and
Other Intangible Assets” (“SFAS 142”), and Statement of Financial Accounting
Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets” (“SFAS 144”).

    SFAS 142
requires goodwill recorded in business combinations to be reviewed for
impairment at least annually and requires write-downs only in periods in which
the recorded amount of goodwill exceeds the fair value.  As disclosed
in the below table, substantially all of our goodwill is associated with our
local exchange telephone operations.  For the last several years, we
have managed our local exchange telephone operations based on three geographic
regions (which we internally refer to as Midwest, Southern and Missouri) and
have considered these three operating regions to be our reporting units in
testing for goodwill impairment of our telephone operations.  For the
last several years, the remainder of our goodwill has been associated with our
competitive local exchange carrier (CLEC), fiber transport, security monitoring
and other operations of our business, all of which have been treated as separate
reporting units in our goodwill impairment testing.

    The
breakdown of our goodwill balances as of December 31, 2008 by reporting unit is
as follows (amounts in thousands):

              Telephone
      operations (Midwest)

              $

              1,141,243

              Telephone
      operations (Southern)

              1,604,467

              Telephone
      operations (Missouri)

              1,220,175

              CLEC
      operations

              29,935

              Fiber
      transport operations

              10,607

              Security
      monitoring operations

              4,966

              All
      other operations

              4,281

              Total
      goodwill

              $

              4,015,674

    There
have been no significant changes to our reporting units or allocation of
goodwill to the respective reporting units in recent years.  We do
expect, however, to increase the number of operating regions (and reporting
units) in connection with our pending acquisition of Embarq.

    We
estimate the fair value of our telephone operations reporting units using a
multiple of earnings before interest, taxes and depreciation (EBITDA), as
described below.  For each telephone reporting unit, we compare its
estimated fair value to its carrying value.  If the estimated fair
value of the reporting unit is greater than the carrying value, we conclude that
no impairment exists.  If the fair value of the reporting unit is less
than the carrying value, a second calculation is required in which the implied
fair value of goodwill is compared to its carrying value.  If the
implied fair value of goodwill is less than its carrying value, goodwill must be
written down to its implied fair value.  We completed the required
annual test of goodwill impairment (as of September 30, 2008) for our telephone
reporting units under SFAS No. 142 and determined that our goodwill was not
impaired as of such date.

    The
multiple of EBITDA we utilize in our goodwill impairment testing for our
telephone operations is supported by a sum-of-the-parts independent valuation
analysis performed and updated annually by a major investment banking firm on
behalf of its clients.  This valuation report includes CenturyTel as
well as other peer companies in the rural local exchange carrier
industry.  In the most recent analysis performed by this firm,
valuations of specific assets were based on a combination of public and private
market comparables and EBITDA multiples were generally based on access line
trends and the future expectations of those trends. Based on the above, the firm
concluded in its independent valuation report that CenturyTel’s local exchange
telephone operations were valued based on a multiple of EBITDA of 6.5
times.  Such multiple was used in our goodwill impairment analysis
performed as of September 30, 2008.  For the past several years, we
have consistently utilized the EBITDA multiples derived from this independent
analysis.  The EBITDA multiple derived in the analyst report and
utilized in our goodwill impairment testing decreased from 7.0 in 2007 to 6.5 in
2008, in large part we believe due to the continued erosion of our access
lines.

    We
estimate the fair value of our other reporting units using various methods,
including multiples of EBITDA (as described above), multiples of revenues and
discounted cash flow analysis.  The primary assumptions used in the
discounted cash flow analysis include projections of our expected cash flows
(based on projected revenues, operating costs and capital expenditures) which
are discounted based on a weighted average cost of capital which reflects the
overall level of inherent risk involved in our operations and cash
flows.  We completed the required annual test of goodwill impairment
(as of September 30, 2008) for our other reporting units and determined that our
goodwill was not impaired as of such date.

    * * * * *
* *

    Comment
2.  We note on page 64 that you concluded that you did not have a
triggering event that would require you to perform an interim evaluation of your
goodwill for potential impairment.  You relied upon a review of the
specific factors of SFAS 142 and a determination that you had a market
capitalization in excess of your stockholders’ equity after assuming a 35%
control premium.  However, we note that you have had a continuing loss
of access lines, have been impacted by the decline in the economy and the stock
market.  It appears there has been a significant adverse change in
business climate, which is a specific factor identified in SFAS No. 142 that
would necessitate an interim impairment test.  Given these
circumstances, it appears more likely that not that the fair value of your
reporting units are below carrying value.  Please explain to us in
detail why you are not performing an interim period goodwill impairment test in
accordance with paragraph 28 of SFAS No. 142.

    Response:
Paragraph 28 of SFAS No. 142 stipulates that goodwill shall be tested for
impairment between annual tests if an event occurs or circumstances change that
would more likely than not reduce the fair value of the reporting unit below its
carrying value (including such things as a significant change in legal factors
or in the business climate, adverse actions by regulators, unanticipated
competition, loss of key personnel, the expectation that a reporting unit will
be sold, and the impairment of other long-lived assets).

    From the
time of our annual goodwill impairment test (September 30, 2008) through year
end 2008, our stock price decreased over 25%, which caused our market
capitalization at December 31, 2008 ($2.741 billion) to fall below our
consolidated equity ($3.163 billion).  As a result of such events, in
early 2009 we reviewed in detail the specific factors outlined in paragraph 28
of SFAS No. 142 to determine if a triggering event had occurred that would
necessitate an interim evaluation of goodwill impairment.  Based on
the factors discussed below, we concluded in early 2009 that there was no
triggering event that would require an interim evaluation of goodwill
impairment.

    We
believe the significant decline in our stock price and market capitalization
during the fourth quarter of 2008 was primarily attributable to the
unprecedented declines in the overall stock markets caused primarily due to the
disruptions in other major industries (specifically the financial services and
automobile industries) rather than events specific to our company or
industry.  To support this, we plotted our stock price trend for the
period from September 30, 2008 to December 31, 2008 against the stock prices of
our closest industry peers along with the trend of the Dow Jones Industrial
Average, and concluded that generally our stock price moved in tandem with these
other comparables.

    We
believe operating cash flow (and similar metrics) is the primary measure of
valuation in our industry. While our access line loss rate has increased in
recent years (and we expect to continue to experience access line losses in the
future), we have maintained a stable level of operating cash flow (which is a
non-GAAP term that we define as operating income plus depreciation and
amortization) during the past three years, as depicted in the table below
(amounts in thousands):

              2008

              2007*

              2006

              Operating
      income

              $

              721,352

              793,078

              665,538

              Add:
      Depreciation and amortization

              $

              523,786

              536,255

              523,506

              Operating
      cash flow

              $

              1,245,138

              1,329,333

              1,189,044

    ___________________

    *  2007
includes $49 million of operating income from the settlement of a dispute with a
carrier and $42.2 million of operating income associated with the settlement of
prior year revenue arrangements, both of which are non-recurring in
nature.  Exclusive of these one-time favorable adjustments, operating
cash flow for 2007 was $1.238 billion.

    Our
projections for operating cash flow for 2009 (excluding the effects of our
pending acquisition of Embarq) are not materially different than the above
amounts for prior years.  The operating cash flow of the individual
reporting units also continues to be consistent with their recent performance
and is consistent with the overall performance of the business.  Due
to our continued ability to generate consistent operating cash flows despite the
continued pressure from access line losses and declines in minutes of use, we
concluded that there was not a significant adverse change in our business
climate that would require an interim evaluation of goodwill
impairment.  We also analyzed the other factors mentioned in paragraph
28 of SFAS No. 142 and concluded that none of those other factors were triggered
to cause an interim evaluation of goodwill impairment during the fourth quarter
of 2008 (nor were any of those factors triggered in the first quarter of
2009).

    In
determining the appropriateness of the 35% control premium that was applied to
our market capitalization at December 31, 2008, we reviewed other recent control
premiums in our industry; such control premiums ranged from 17% to
46%.  The most recent control premium available in our industry
related to CenturyTel’s pending acquisition of Embarq, which, based on Embarq’s
stock price at the announcement date, represented a 36% premium to Embarq
shareholders.  Based on the most recent control premiums in our
industry, we concluded it was reasonable to apply a 35% control premium to our
stock price as of December 31, 2008 to estimate a current market capitalization
value.  After application of a 35% control premium, our market
capitalization was approximately 17% higher than our year-end consolidated
equity.  We also performed a sensitivity analysis which indicated the
application of a control premium of 15% (which is below the low end of the range
of control premiums in recent transactions) to our December 31, 2008 market
capitalization would yield an amount equal to our stockholders’ equity balance
as of such date.

    We also
believe our stock price was negatively and temporarily impacted to some extent
during the fourth quarter of 2008 due to the potential transaction risk
associated with our pending acquisition of Embarq announced in late October 20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

May 27, 2009

Via U.S. Mail

Mr. Glen F. Post, III Chairman of the Board of Directors and  Chief Executive Officer CenturyTel, Inc. 100 CenturyTel Drive Monroe, Louisiana 71203
 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
  Filed February 29, 2008   File No. 1-7784

 Dear Mr. Post:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so  we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. Glen F. Post, III
CenturyTel, Inc.
May 27, 2009 Page 2

Form 10-K
Financial Statements
(3) Goodwill and Other Assets, page 92

1. We note that goodwill accounted fo r 49% of total assets as of December 31, 2008.  We note
that revenues, operating income and segment inco me have declined in recent quarters due to
the negative impact of the curr ent economic environment.  As a result of your impairment
test of your reporting units as of September 30, 2008, you determined that your goodwill balance was not impaired.  In light of the significance of your goodwill balance, we expect
robust and comprehensive disclosure in your critical accounting policies regarding your
impairment testing policy.  This disclosure  should provide inve stors with sufficient
information about management's insights and assu mptions with regard to  the recoverability
of goodwill.  Specifically, we believe you s hould provide the following information:

• Provide a more detailed description of the steps you perform to review goodwill for
recoverability.

• Disclose a breakdown of your goodwill balanc e as of December 31, 2008 by reporting
unit.

• Disclose any changes to your reporting units  or allocations of goodwill by reporting unit
and the reasons for such changes.

• Describe the nature of the valuation t echniques and the signif icant estimates and
assumptions you employed to determine the fair value of your reporting units in your
impairment analysis.  For example, if you utilize the discounted cash flow approach,
you should disclose the discount rates for each reporting unit and how those discount
rates were determined, including your consider ation of any market risk premiums.  In
addition, we believe your disclosure should a ddress your estimates of future cash flows,
as follows:
 o Provide a discussion of your historical cash flow  growth rates and explain how
your historical growth rates were consid ered when determining the growth rate
to be utilized in your cash flow projections.

o Disclose the growth rate you need to ach ieve in your cash flow projections in
order to avoid having a goodwill impairment charge.

o In view of the current economic envir onment, discuss how you considered the
uncertainties inherent in your estimated future growth rates. For example, you
should explain if and when you anticipate d a recovery of the economy in your
growth rates used in your cash flows analysis.

Mr. Glen F. Post, III
CenturyTel, Inc.
May 27, 2009 Page 3

• Describe changes to the assumptions and me thodologies, if any, si nce your last annual
impairment test.

For further guidance, refer to Release N o. 33-8350 "Interpretation: Commission Guidance
Regarding Management's Discussion and Anal ysis of Financial C ondition and Results of
Operations."
2. We note on page 64 that you concluded that you did not have a triggeri ng event that would
require you to perform an interim evaluati on of your goodwill for potential impairment.
You relied upon a review of specific factors in SFAS 142 and a determination that you had
a market capitalization in exce ss of your stockholders’ equity  balance after assuming a 35%
control premium.  However, we note that you have had a continuing loss of access lines,
have been impacted by the decline of in the eco nomy and the stock market.  It appears there
has been a significant adverse change in busin ess climate, which is a specific factor
identified in SFAS No 142 that would necessita te an interim impairment test.  Given these
circumstances, it appears more likely than not that the fair value of your reporting units are
below carrying value.  Please explain to us in detail why you are not performing an interim
period goodwill impairment test in accordance with paragraph 28 of SFAS No 142.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please furn ish a letter that keys your resp onses to our comments and provides
any requested information.  Detailed letters greatly facilitate our review.  Please file  your letter over
EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disc losure, they are responsible for th e accuracy and adequacy of the
disclosures they have made.

Mr. Glen F. Post, III
CenturyTel, Inc.
May 27, 2009
Page 4

  In connection with responding to our comment, please provide, in writing, a statement from
the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

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

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.

You may contact Joseph M. Ke mpf, Senior Staff Accountant,  at (202) 551-3352 or Robert
S. Littlepage, Accounting Branch Chief, at  (202) 551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please call me, at (202) 551-3810, with
any other questions.
 Sincerely,   /s/ Robert S. Littlepage    f o r   Larry Spirgel  Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

May 13, 2008

Via U.S. Mail

Mr. Glen F. Post, III Chairman of the Board of Directors and  Chief Executive Officer CenturyTel, Inc. 100 CenturyTel Drive Monroe, Louisiana 71203
 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2007
  Filed February 29, 2008   File No. 1-7784

 Dear Mr. Post:
We have completed our review of your Form 10- K and do not, at this time, have any further
comments.          S i n c e r e l y ,               L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    commentletter.htm

    CenturyTel,
Inc.

    100
CenturyTel Drive

    Monroe,
LA  71203

    April 22,
2008

              United
      States Securities and Exchange Commission

              FILED
      VIA EDGAR

              100
      F Street, N.E.

              Washington,
      D.C.  20549

              ATTENTION:

              Mr.
      Larry Spirgel

              Assistant
      Director

              RE:

              CenturyTel,
      Inc.

              Form
      10-K for the year ended December 31,
2007

    Dear Mr.
Spirgel:

    By letter
dated April 8, 2008, the Staff provided to CenturyTel, Inc. certain comments
with respect to its review of our Form 10-K for the year ended December 31,
2007.  Our responses to the Staff’s letter are contained
herein.  In responding to each comment, we have reproduced below the
full text of the Staff’s comment, which is followed by our
response.

    Form 10-K for the year ended
December 31, 2007

              Item 7.

              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations

    Overview

    Comment
1.   We note your disclosure throughout highlighting several negative
trends affecting your voice and network access revenues.  Loss of
access lines is anticipated to continue in 2008.  In addition,
excluding the non-recurring network access revenues attributable to your
settlement of a dispute with a carrier and the Madison River Acquisition in
2007, management expects your network access revenues to continue to
decline.  In future filings, discuss whether management is taking any
specific steps to stem these negative trends.  If so, explain how such
steps are intended to reverse or counter the revenue declines.

    Response:   Management
has taken steps to mitigate the above-mentioned negative revenue trends and
discusses those items in greater detail in Part I of our Form
10-K.  Such items include (i) promoting long-term relationships with
our customers through bundling of integrated services, (ii) providing new
services, such as video and wireless, and other additional services that may
become available in the future due to advances in technology, spectrum sales or
improvements in our infrastructure, (iii) providing our premium services to a
higher percentage of our customers, (iv) pursuing acquisitions of additional
communications properties if available at attractive prices, (v) increasing
usage of our networks, (vi) providing greater penetration of broadband services,
and (vii) marketing our products to new customers.  In future filings,
we will consider including such disclosure in the Overview section of
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

              (1)

              Summary of Significant
      Accounting Policies

    Revenue
recognition

    Comment
2.  We note your policy of deferring revenues from installation
activities and related costs, and amortizing them over the estimated life of the
customer relationship.  Describe for us, in detail, the nature of the
installation related costs and your basis in the accounting literature for
capitalizing these costs.  Clarify whether you only capitalize these
costs to the extent of deferred revenue and, if not, your basis for capitalizing
excess costs.  Tell us how you assess whether these costs are
recoverable.

    Response:   We defer
revenues and costs related to non-recurring installation activities that our
technicians perform related to establishing or re-establishing local exchange
phone service to our customers.  Such activities include physically
connecting the customers’ phone line from our outside plant facilities to their
premises and ensuring the appropriate connections are made in our central office
facilities so our customers can receive local telephone services.  We
bill our customers a non-refundable up-front fee for such activities. We defer
such up-front fees and recognize these fees as revenue on a straight-line basis
over the estimated life of the customer relationship. We also defer the
recognition of the related incremental direct costs associated with these
activities (which primarily include labor related costs), but only to the extent
the associated up-front fees are deferred.  In future filings, we will
clarify that we only defer incremental direct costs to the extent of the
deferred revenues.  Since we do not defer costs in excess of deferred
revenue, and since we have not experienced significant collection issues to date
related to these up-front fees, we believe the associated costs are recoverable
from our customers.

    We based
such accounting treatment according to the guidance contained in Staff
Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), specifically
correlating such treatment to the discussion contained in SAB 104 under Item
A.3.(f), Nonrefundable up-front fees.

              (10)

              Postretirement
      Benefits

    Comment
3.  Explain to us why you increased the assumed discount rate used
when determining your postretirement benefit obligation from 5.75% in 2006 to
6.50% in 2007.  Similarly, explain the increase in the discount rate
used for determining benefit cost from 5.50% in 2006 to 5.75% in
2007.  Refer us to any reference rates that you rely upon as support
for the 2007 rates.  Confirm to us that your method for determining
the discount rates has not changed or explain why and how it has
changed.

    Response:  The
discount rate for our postretirement benefit obligation is derived based on a
discounted cash flow analysis performed by our independent actuaries utilizing
as a reference the Hewitt Yield Curve as of the end of the year.  The
objective of such analysis is to determine the single amount that, if invested
at the measurement date in a portfolio of high-quality debt securities, would
provide the necessary future cash flows to pay our postretirement benefit
obligations when they become due.  The discount rate can change from
year-to-year based on market conditions that impact corporate bond yields. The
Hewitt Yield Curve is a hypothetical yield curve represented by a series of
annualized individual discount rates derived from actual interest rates payable
under various bond issuances, the duration of which approximates the timing of
the expected future benefit payments.  Each bond issue underlying the
Hewitt Yield Curve is required to have a rating of Aa or better by Moody’s
Investor Service, Inc. or a rating of AA or better by Standards &
Poor’s.  The discount rate we use to value the benefit obligation at
year end is also used by us to determine the interest cost component of our
benefit cost for the following year.  We have utilized the above
methodology for each of the past three years to determine the discount rate for
our postretirement benefit obligation.

              (11)

              Defined Benefit and
      Other Retirement Plans

    Comment
4.   Explain to us why you increased the assumed discount rate
when determining the pension plan benefit obligation from 5.8% in 2006 to 6.30%
in 2007.  Similarly explain the increase in the discount rate used for
determining benefit cost from 5.50% in 2006 to 5.80% in 2007.  Refer
us to any reference rates that you rely upon as the basis for your discount
rates.  Explain to us why these discount rates differ from the rates
used in calculating your postretirement benefit obligation and
costs.  Also, confirm to us that your method for determining the
discount rates has not changed or explain why and how it has
changed.  We refer you to the guidance in EITF Topic No.
D-36.

    Response:  The
discount rate for our pension plan benefit obligation is derived based on a
discounted cash flow analysis performed by our independent actuaries utilizing
as a reference the Citigroup Pension Discount Curve as of the end of the
year.  The objective of such analysis is to determine the single
amount that, if invested at the measurement date in a portfolio of high-quality
debt securities, would provide the necessary future cash flows to pay our
pension benefit obligations when they become due.  The discount rate
can change from year-to-year based on market conditions that impact corporate
bond yields.  The spot rates on the Citigroup Pension Discount Curve
extend for a 30-year period and are ultimately derived from the AA-rated
corporate bond sector.  For payment obligations beyond 30 years, the
actuaries extend the curve assuming the discount rate for each succeeding year
equals the discount rate derived in year 30.  The actuaries use the
modified yield curve to determine the present value of the projected cash flows
from the plan and then make a determination as to which single discount rate
produces the smallest absolute difference in present values.  We use
such single discount rate for our year-end benefit obligation
valuation.  The discount rate we use to value the benefit obligation
is also used by us to determine the interest cost component of our benefit cost
for the following year.  We have utilized the above methodology for
each of the past three years to determine the discount rate for our pension plan
obligation.

    The
discount rates used for the pension plan and postretirement plan differ
primarily because the duration of the associated obligations (which serves as
the basis for the discounted cash flow analysis) is different and the reference
yield curves used by our two independent actuaries are different.

    We
believe our approach for determining the discount rates for our postretirement
and pension plan obligations is consistent with the relevant accounting
guidance, including EITF Topic No. D-36.

    * * * * *
* * * *

    In
addition, in connection with our response to your comment letter, we acknowledge
that (i) we are responsible for the adequacy and accuracy of the disclosure in
our filings; (ii) staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action with respect to
our filings and (iii) we may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Should
you have any questions or need additional information, please do not hesitate to
call me at (318) 388-9819.

    Sincerely,

    /s/ Neil
A. Sweasy

    Neil A.
Sweasy

    Vice
President and Controller

              Cc:

              Joseph
      Kempf, Senior Staff Accountant

              Robert
      Littlepage, Accountant Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

April 8, 2008

Via U.S. Mail

Mr. Glen F. Post, III Chairman of the Board of Directors and  Chief Executive Officer CenturyTel, Inc. 100 CenturyTel Drive Monroe, Louisiana 71203
 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2007
  Filed February 29, 2008   File No. 1-7784

Dear Mr. Post:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as  necessary in your explanation.
  In some comments we have asked you to provide  us with additional information so we may
better understand your disclosure.  You should comp ly with the remaining comments in future
filings, as applicable.  Confirm in writing that you will do so and also explain to us how you intend
to comply.  Please do so within the time frame se t forth below.  Please u nderstand that after our
review of your responses, we may raise additional comments.

Form 10-K for the year ended December 31, 2007

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
1. We note your disclosure throughout highlightin g several negative trends affecting your
voice and network access revenues.   Loss of access lines is antic ipated to continue in 2008.
In addition, excluding the non-recurring network access revenues attributed to your
settlement of a dispute w ith a carrier and the Madi son River Acquisition in 2007,

Mr. Glen F. Post, III
CenturyTel, Inc.
April 8, 2008 Page 2

management expects your network access revenues to  continue to decline.  In future filings,
discuss whether management is taking any specific steps to stem these negative trends.  If
so, explain how such steps are intended to reverse or counter the revenue declines.
 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition
2. We note your policy of deferring revenues from in stallation activities and related costs, and
amortizing them over the estimated life of the customer relationship.  Describe for us, in detail, the nature of the installation related co sts and your basis in th e accounting literature
for capitalizing these costs.  Clarify whether you  only capitalize these costs to the extent of
deferred revenue and, if not, your basis for cap italizing excess costs.  Tell us how you
assess whether these costs are recoverable.
 (10) POSTRETIREMENT BENEFITS

3. Explain to us why you increased the assumed discount rate used when determining your postretirement benefit obligation from 5.75%  in 2006 to 6.50% in 2007. Similarly, explain
the increase in the discount ra te used for determining benefit cost, from 5.50% in 2006 to
5.75% in 2007.  Refer us to any reference rate s that you rely upon as  support for the 2007
rates. Confirm to us that your method for dete rmining the discount rates has not changed or
explain why and how it has changed.
 (11) DEFINED BENEFIT AND OTHER RETIREMENT PLANS

4. Explain to us why you increased the assumed discount rate when determining the pension plan benefit obligation from 5.8% in 2006 to 6.30% in 2007. Similarly explain the increase
in the discount rate used for determining benefit cost, from 5.50% in 2006 to 5.80% in 2007.  Refer us to any reference rates that you re ly upon as the basis for your discount rates.
Explain to us why these discount rates differ from the rate s used in calculating your
postretirement benefit obligations and costs.  Also, confirm to us that your method for determining the discount rates has not changed or explain why and how it has changed.  We
refer you to the guidance in EITF Topic No. D-36.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please furn ish a letter that keys your resp onses to our comments and provides
any requested information.  Detailed letters greatly facilitate our review.  Please file  your letter over
EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Glen F. Post, III
CenturyTel, Inc.
April 8, 2008
Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disc losure, they are responsible for th e accuracy and adequacy of the
disclosures they have made.

 In connection with responding to our comment, please provide, in writing, a statement from
the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

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

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.

You may contact Joseph M. Ke mpf, Senior Staff Accountant,  at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at ( 202) 551-3361, if you have questions regarding
comments on the financial statements and related ma tters.  Please call Paul Fischer, Staff Attorney,
at (202) 551-3415 or me, at (202) 551-3810, with any other questions.

 Sincerely,     Larry Spirgel  Assistant Director

Mail Stop 3720

        October 5, 2006

Via U.S. Mail

Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer
CenturyTel, Inc.
100 CenturyTel Drive
Monroe, Louisiana 71203

 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2005
  Filed March 16, 2006

  Form 10-Q for the quarter ended March 31, 2006
  Filed May 3, 2006
  File No. 1-7784

Dear Mr. Post:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

      SEC Comment Letter 7/20/06

    CenturyTel,
      Inc.

    August
      3,
      2006

              United
                States Securities and Exchange Commission

              FILED
                VIA EDGAR

              450
                5th
                Street, N.W.

              Washington,
                D.C. 20549

              ATTENTION:

              Mr.
                Larry Spirgel

              Assistant
                Director

              RE:

              CenturyTel,
                Inc.

              Form
                10-K for the year ended December 31, 2005

              Form
                10-Q for the quarter ended March 31, 2006

    Dear
      Mr.
      Spirgel:

    By
      letter
      dated July 20, 2006, the Staff provided to CenturyTel, Inc. a comment with
      respect to its review of our (i) Form 10-K for the year ended December 31,
      2005
      and (ii) Form 10-Q for the quarter ended March 31, 2006. Our response to the
      Staff’s letter is contained herein. In responding to the comment, we have
      reproduced below the full text of the Staff’s comment, which is followed by our
      response.

    Form
      10-Q, March 31, 2006

    Financial
      Statements

    (7)
      Accelerated Share Repurchase Program

    Comment
      1. It appears that the forward contract discussed in the first two paragraphs
      of
      Note (7) could require unlimited number of shares to settle the contract.
      Describe for us more fully the terms of settlement of this derivative financial
      instrument; and explain how you applied the guidance of paragraph 19 of EITF
      00-19, if applicable.

    Response:
      Our
      forward contract stipulated that if the actual costs of the shares repurchased
      by the investment banks was higher than the average initial price of $34.83
      per
      share, we would be required to pay to the banks a price adjustment (payable
      at
      our discretion in either common shares or cash). Our agreement stipulated a
      maximum limit on the number of common shares (20 million) to be delivered in
      a
      potential share settlement, which is significantly less than the number of
      authorized and unissued shares that we had available as of the classification
      assessment date. As of such date, we had 350 million shares authorized to be
      issued, but only approximately 130 million shares outstanding and approximately
      23 million shares reserved for future issuances under various benefit plans
      and
      convertible security agreements. As a result, we had approximately 197 million
      authorized and unissued shares remaining as of the assessment date.

    Based
      on
      the above, we concluded that the criteria of paragraph 19 of EITF 00-19 was
      met
      (along with the other conditions in EITF 00-19, paragraphs 12 to 32) and that
      share settlement was within our control and the forward contract should be
      classified as permanent equity.

    *
      * * * *
      * * * *

    In
      addition, in connection with our response to your comment letter, we acknowledge
      that (i) we are responsible for the adequacy and accuracy of the disclosure
      in
      our filings; (ii) staff comments or changes to disclosures in response to staff
      comments do not foreclose the Commission from taking any action with respect
      to
      our filings and (iii) we may not assert staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

    Should
      you have any questions or need additional information, please do not hesitate
      to
      call me at (318) 388-9819.

    Sincerely,

    /s/
      Neil A. Sweasy

    Neil
      A.
      Sweasy

    Vice
      President and Controller

    Cc:
      Joseph Kempf, Senior Staff Accountant

    Robert
      Littlepage, Accountant Branch Chief

Mail Stop 3720

        July 20, 2006

Via U.S. Mail

Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer
CenturyTel, Inc.
100 CenturyTel Drive
Monroe, Louisiana 71203

 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2005
  Filed March 16, 2006

  Form 10-Q for the quarter ended March 31, 2006
  Filed May 3, 2006
  File No. 1-7784

Dear Mr. Post:

We have reviewed your filing and have the following comment.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your  documents.  Please be as detailed as
necessary in your explanation.  We may ask you  to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, we may or may
not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q, March 31, 2006
Financial Statements
(7) Accelerated Share Repurchase Program

Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer CenturyTel, Inc. July 20, 2006 Page 2 of 3
1. It appears that the forward c ontract discussed in the first two paragraphs of Note (7)
could require an unlimited number of shares to settle the contract. Describe for us
more fully the terms of settlement of this derivative financial in strument; and explain
how you applied the guidance of paragr aph 19 of EITF 00-19, if applicable.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Mr. Glen F. Post, III
Chairman of the Board and
Chief Executive Officer CenturyTel, Inc. July 20, 2006 Page 2 of 3
You may contact Joseph M. Kempf, Seni or Staff Accountant,  at (202) 551-3352
or Ivette Leon, Assistant Chief Accountant,  at (202) 551-3351 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3815 with any other questions.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0407

      								February 3, 2005

Mr. Kenneth J. Najder
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Ave.
New Orleans, Louisiana 70170-5100

	RE:	CenturyTel, Inc.
      Preliminary Consent Solicitation Statement on Schedule 14A
		Filed January 21, 2005
		File No. 0-50260

Dear Mr. Najder:

      	We have reviewed your filing and have the following
comments.  We have limited our review to the terms of the consent
solicitation.  Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. It appears that your solicitation of consents to the proposed
amendments to the purchase contract agreement may constitute an
offer
of a new security.  In this regard, it appears that unit holders
are
effectively making a new investment decision when considering
whether
to accept units that will:

* be subject to new settlement provisions;
* trade separately on the NYSE; and
* trade under a different CUSIP number.

Please provide us with your legal analysis of why Section 2(a)(3)
and
Rule 145(a) of the Securities Act of 1933 do not apply to this
solicitation or, in the alternative, advise us how you are
complying
with these provisions.  In addition, please tell us why the
solicitation of consents to amend the purchase contract agreement
does not also constitute a tender offer to exchange units subject
to
Regulation 14E and Rule 13e-4 of the Securities Exchange Act of
1934.

2. As currently drafted, your consent solicitation statement is
difficult to read due your overuse of legalese.  For example, your
cover page contains excessive legalese and complicated sentences
that
obscure the nature of the consent solicitation.  As another
example,
your description of the proposed amended provision regarding the
use
of cash proceeds is unclear such that it is difficult to determine
what the proposed change is and its impact on you and your unit
holders.  Please revise this document to clearly and concisely
describe the consent solicitation and its impact on your
consenting
and non-consenting holders.  Consider providing illustrative
examples
of what unit holders will receive upon settlement assuming
hypothetical closing prices of your common stock.

Description of Proposed Amendments, page 1

3. We note in the second full paragraph on page 2 that the company
will settle all purchase contracts held by consenting holders no
later than April 11, 2005.  Please revise to also clearly state
that
the non-consenting holders will be able to continue to participate
in
the May 15, 2005 settlement under the terms of the original
purchase
contract.

4. Please disclose what the "Applicable Market Value" is.

Certain Effects of the Proposed Amendments, page 2

5. Your disclosure indicates that you intend to list the equity
units
of consenting holders on the NYSE.  Please revise to disclose the
status of your efforts to list the equity units and when you
expect
to know whether the NYSE will list the units.  Specifically
address
whether you will be able to advise unit holders of the NYSE`s
decision prior to the expiration date of the consent solicitation.

*    *    *    *

      Please respond to these comments by filing a revised
preliminary consent solicitation statement as appropriate.  When
you
respond, please furnish a cover letter that keys your responses to
our comments.  If you believe that compliance with our comments is
not appropriate, please provide the basis for your view in your
response letter, which you should file electronically on EDGAR
under
the tag "CORRESP".  Please also note the location of any material
changes made in the materials for reasons other than in response
to
specific staff comments.  Also, note the requirements of Rule 14a-
6(h) of Regulation 14A and Rule 310 of Regulation S-T.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please contact Reginald A. Norris, Staff Attorney, at (202)
942-2875 or me at (202) 942-1990 with any other questions.

							Sincerely,

							Michele M. Anderson
							Legal Branch Chief

??

??

??

??

Mr. Kenneth J. Najder
February 3, 2005
Page 3

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

JONES, WALKER, WAECHTER,

POITEVENT, CARRERE
& DENEGRE, L.L.P.

201 St. Charles Avenue

New Orleans, Louisiana 70170-5100

March 8, 2005

United States Securities and Exchange Commission                                                             VIA EDGAR

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

CenturyTel, Inc.

Preliminary Consent Solicitation
Statement on Schedule 14A

Originally filed January 21, 2005

Commission File No. 0-50260

Ladies and Gentlemen:

In response to the letter from the Commission's staff dated February 3, 2005
relating to preliminary consent solicitation materials filed by CenturyTel, Inc.
on January 21, 2005, we furnished a response letter dated February 18, 2005 and
revised preliminary consent solicitation materials, all of which were deemed to
be filed via EDGAR on February 22, 2005. On March 4, 2005, Reginald A. Norris of
the Commission's staff orally requested that we supplement our prior response to
the initial comment included in the staff's February 3 letter to address (i) why
the Commission no-action letters cited in our prior response letter, which
address proposed amendments that sought to bind all security holders,
should apply to CenturyTel's proposed amendments, which seek to bind only
security holders who consent to the proposed amendments, and (ii) the impact of
brokerage fees on our analysis of the economic effects of CenturyTel's
proposals. In responding to Mr. Norris' supplemental comments, we have
reproduced below the full text of the staff's Comment No. 1 excerpted from its
February 3, 2005 letter, and the Company's response, as amended and restated
hereby to address Mr. Norris' supplemental comments. For your convenience, we
have attached as an annex to this letter a copy of our amended and restated
response below, marked to reflect all changes to the initial response included
in our February 18 letter.

__________

General

    		1.

     It appears that your solicitation of consents to the proposed
    amendments to the purchase contract agreement may constitute an offer of a
    new security. In this regard, it appears that unit holders are effectively
    making a new investment decision when considering whether to accept units
    that will:

    be subject to new settlement provisions;

    trade separately on the NYSE; and

    trade under a different CUSIP number.

		Please provide us with your legal analysis of why Section 2(a)(3) and
    Rule 145(a) of the Securities Act of 1933 do not apply to this solicitation
    or, in the alternative, advise us how you are complying with these
    provisions. In addition, please tell us why the solicitation of consents to
    amend the purchase contract agreement does not also constitute a tender
    offer to exchange units subject to Regulation 14E and Rule 13e-4 of the
    Securities Exchange Act of 1934.

Response to Comment 1:

Prior to the Company filing its preliminary solicitation materials with the
Commission on January 21, 2005, we helped structure the Company's proposed
amendments to minimize their impact on the equity unit holders and reviewed
applicable securities law issues with Pillsbury Winthrop LLP, counsel to the
Company's financial advisor. Based on these discussions, we concluded, and
Pillsbury Winthrop LLP concurred, that the Company's proposed consent
solicitation would not constitute an offer or sale of a new security. In
response to your letter of February 3, 2005, we have re-reviewed in detail our
prior analysis of case law, SEC no-action letters and secondary sources. For the
reasons outlined below, this review has re-affirmed our belief, and the belief
of Pillsbury Winthrop LLP, that the proposed consent solicitation will not
constitute an offer or sale of a new security. In response to your letter we
have also substantially revised the Company's preliminary consent solicitation
statement to, among other things, further highlight and illustrate the Company's
belief that its proposed amendments will not change the basic economic rights of
the equity unit holders.

Background

The Company issued the purchase contracts as part of its outstanding equity
units in May 2002. Each purchase contract currently obligates the holder of the
purchase contract to purchase, and the Company to sell, on May 16, 2005, a
fraction of a share of the Company's common stock equal to the "settlement
rate." The settlement rate is calculated as follows:

		If the "applicable market value" of the Company's common stock (described
  below) is equal to or greater than $36 per share, the settlement rate will be
  0.6944.

		If the applicable market value is less than $36 per share but greater than
  $28.60 per share, the settlement rate will be an amount equal to $25 divided
  by the applicable market value.

		If the applicable market value is less than or equal to $28.60, the
  settlement rate will be 0.8741.

The "applicable market value" will be the average of the closing price per
share of the Company's common stock on each of the 20 consecutive trading days
between April 14, 2005 and May 11, 2005.

The Company's proposed amendments would enable the Company to settle the
purchase contracts by paying the settlement value in cash, shares of common
stock, or a combination of both. The Company has structured its proposed
amendments to gain additional financial flexibility, but without changing the
basic economic rights of holders. Although the Company believes it could have
structured its consent solicitation to bind all equity unit holders, it elected
instead to adopt the conservative approach of applying the proposed amendments
solely to holders who timely consent to such amendments. The Company proposes to
pay consenting holders a consent fee. We have revised the consent solicitation
statement to provide more background information and clearer disclosure of the
Company's purpose.

Discussion

No Fundamental Changes. Generally, the question of whether amendments
to the governing documents of a particular security will create a new security
turns on whether the amendments substantially affect the legal rights and
obligations of the holders of that security. See McGuigan & Aiken,
Amendment of Securities, 9 Rev. of Sec. Reg. 935, 935 (1976); see also 2
Louis Loss & Joel Seligman, Securities Regulation 1086 (3d ed. 1989). Under
various judicial decisions and SEC no-action letters, this standard has
traditionally been met when the amendments would significantly alter the "basic
financial terms" or the "basic nature" of existing securities, as opposed to
amendments that adjust contractual rights of a lesser magnitude. See,
Leaseco Corp. (avail. Oct 22, 1982) (where the SEC agreed to take no action
in response to a request asserting that an amendment eliminating certain
prohibitions on the payment of dividends could be "characterized accurately as
an adjustment of contractual rights rather than a substantial modification
constituting a change in the basic nature of the security"); Susquehanna
Corp. (avail. June 29, 1979) (where the SEC agreed to take no-action in
response to a request asserting that amendments designed to relax the
restriction on dividend payments and to increase the rate of interest constitute
merely a modification of contractual provisions, made in accordance with
procedures provided in the indenture); Sheraton Corp. (avail. Nov. 24,
1978) (where the SEC agreed to take no-action in response to a request asserting
that proposed amendments to indentures which would permit the return of
substantial payments to the parent company and increase the rate of interest
were merely modifying certain contractual provisions in the indenture). See
also Abrahamson v. Fleschner, 568 F.2d 862 (2nd Cir. 1975) (holding
that a new security arises only when there is a significant change in the nature
of the investment or the investment risks) and Sowards, 11 Business
Organizations, 2-140 (1994) (noting that new securities arise only in connection
with a "fundamental change" in the nature of an investment). In addition,
amendments that do not increase the security holder's investment risk have been
held to not involve the sale of a new security. Browning Debenture Holders'
Comm. v. DASA Corp., [1974-1975 Transfer Binder] Fed. Sec. L. Rep. (CCH ¶
95,071, at 97,753 (S.D.N.Y. 1975), aff'd, 524 F.2d 811 (2d Cir. 1975).

In light of the standards set forth above, we believe that the Company's
proposed consent solicitation should not be deemed an offer or sale of a new
security. Other than granting the Company more flexibility in the consideration
it may use to settle purchase contracts of consenting holders, all of the terms
of the purchase contracts will remain the same and consenting holders and
non-consenting holders will continue to vote together as a single class with
respect to any future amendments to the purchase contracts. As reflected in the
illustrative chart and accompanying commentary included on pages 2 to 3 of the
Company's revised preliminary consent solicitation statement, the Company
believes that all equity unit holders will receive equivalent value on May 16,
2005 under their purchase contracts, regardless of whether they deliver or
withhold their consent and regardless of whether the Company elects to pay
consenting holders with cash, shares of the Company's common stock, or a
combination of both. Because the value of consideration paid upon settlement of
the purchase contracts would be based on the same "settlement rate" regardless
of whether the Company settles in cash or stock, the Company believes that
consenting holders will be subject to the same market risks that they agreed to
assume in connection with making their investment decision to acquire the equity
units. As such, we do not believe that holders are now being asked to make a new
investment decision. In short, far from fundamentally altering basic rights or
investment risks, the Company's proposed amendments do not in our view change in
any material respect any of the basic economic rights or risks of equity unit
holders.

We recognize that the cases and no-action letters cited above involved
attempts by issuers to implement amendments that would bind all security
holders, whereas the Company's proposed amendments seek to bind only consenting
holders. We nonetheless believe these precedents are relevant because they
illustrate instances where issuers were permitted to proceed freely with
amendments that had a greater impact than the Company's proposals, both in terms
of substance and the number of holders affected. If, under any particular set of
circumstances, the SEC has previously granted issuers the greater power
to amend the rights of all holders, we believe that necessarily grants to
issuers the lesser power to amend the rights of only consenting holders.
Moreover, we are unaware of any holdings or no-action letters where the
procedural aspects of the amendment process control the substantive
determination of whether the amendment altered fundamental rights.

We acknowledge that some commentators have suggested that Congress intended
to draw a distinction between fundamental and non-fundamental amendments of debt
securities in Section 316(b) of the Trust Indenture Act of 1939 by providing
that amendments of debt holders' right to receive principal or interest payments
must generally be approved by all holders. See B. Edwards and J. Bancone,
Modifying Debt Securities: The Search for the Elusive "New Security" Doctrine,
47 Bus. Law. 571, 587 (Feb. 1992); see also Allied-Carson Corporation
(avail. March 12, 1976). Even if this view of the Trust Indenture Act is
correct, we believe there are several reasons why it should not control the
determination of whether the Company's proposed amendments will fundamentally
alter the rights of the equity unit holders. First, the Company believes it
could have structured its consent solicitation to be binding on all holders of
the equity units. Instead, the Company elected to adopt a literal and
conservative reading of the instrument governing the equity units, which
suggests that only consenting holders can be bound by amendments reducing the
number of shares of common stock to be purchased under the equity units. We do
not believe that the Company's election to adopt a conservative procedural
position should impact the substantive determination of whether new securities
have been created by altering fundamental rights. In short, substance, not
procedure, should govern whether rights have been fundamentally affected.
Second, the economic impact of the Company's amendments are quite limited, and
fall far short of delaying or amending a right to receive principal or interest
payments under a debt security. Finally, the commentators' analysis of the Trust
Indenture Act applies solely to amendments of debt securities, and not equity
securities such as the Company's equity units.

Although the Company acknowledges that the economic positions of consenting
and non-consenting holders will not be identical if the Company elects to settle
consenting holders in cash, the Company does not believe the differences will be
material, either individually or in the aggregate. The most obvious difference
is that only non-consenting holders will receive common stock at settlement.
Clearly, however, equity unit holders who wish to receive stock at settlement
can do so by withholding their consent to the proposed amendments. In addition,
consenting holders could choose to use their cash payments to purchase common
stock of the Company in the open market. Although such holders, unlike
non-consenting holders, would incur brokerage fees, the Company believes that
the consent fees paid to them by the Company will be sufficient for most holders
to completely offset their brokerage fees. The Company further understands that
increases in the market value of its common stock after the "settlement rate" is
established (based on average trading prices between April 14, 2005 and May 11,
2005) would not be reflected in the amount of cash consenting holders will
receive on May 16, 2005. However, by the same token, consenting holders who
receive cash would also be protected from declines in the market value of the
common stock after the settlement rate is established. These consequences do not
flow from any fundamental change in the nature of the purchase contracts, but
are ancillary byproducts of the opportunity the Company is affording to holders
to consent to the proposed amendments. The Company has added disclosure to
address this point on pages 5-6 of the revised preliminary consent solicitation
statement. The Company believes that it is unlikely that the market price of its
common stock will increase or decrease enough over such a short period of time
to materially impact the comparative value of consideration received by
different holders. Recently, the Company's common stock has experienced
relatively low trading volatility. (The Company's trading beta for 2004 based on
the S&P 500 Index was 0.62.)

Consent is Pursuant to Agreed-Upon Procedures. In addition to the
foregoing, case law and SEC no-action letters provide that amendments to a
security do not create a new security when made in accordance with the
instrument governing the rights of the original security holders. See
Sheraton Corp., supra, and Browning, supra (where the District Court
rejected plaintiff's argument that a reduction in the conversion price of
outstanding debentures constituted a sale of a new security because the
reduction was merely "a change in one term of the security, accomplished in the
manner contemplated and expressly provided for at the time the security was
issued"). We believe these decisions lend further support to our view that the
Company's proposals to not constitute an offer or sale of a new security. The
Company's purchase contract agreement that governs the rights of equity unit
holders s