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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.
 Chris Stansbury
FirstName   LastNameChris
Lumen Technologies,    Inc. Stansbury
Comapany
April       NameLumen Technologies, Inc.
       11, 2023
April 211, 2023 Page 2
Page
FirstName LastName
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.
 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
FirstName LastNameChris Stansbury
       not present the comparable GAAP margin measure. Please revise to present
net income
Comapany
       (loss)NameLumen
              margin withTechnologies,  Inc.
                          equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of
       Regulation  S-K
April 11, 2023 Page 3   and Question 102.10(a) of the Non-GAAP C&DIs.
FirstName LastName
 Chris Stansbury
FirstName   LastNameChris
Lumen Technologies,    Inc. Stansbury
Comapany
April       NameLumen Technologies, Inc.
       11, 2023
April 411, 2023 Page 4
Page
FirstName LastName
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
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