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                            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
 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
FirstName LastNameChris Stansbury
       presumably result in a much higher control premium that is outside the
peer range.
Comapany    NameLumen
       Further, please tellTechnologies,
                            us whether youInc.
                                            intend to perform a quantitative
analysis in the quarter
       ended  June
May 26, 2023 Page 2 30, 2023.
FirstName LastName
 Chris Stansbury
FirstName  LastNameChris
Lumen Technologies, Inc. Stansbury
Comapany
May        NameLumen Technologies, Inc.
     26, 2023
May 26,
Page 3 2023 Page 3
FirstName LastName
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