October 29, 2024

Daryl Raiford
Chief Financial Officer
Bandwidth Inc.
2230 Bandmate Way
Raleigh, NC 27607

        Re: Bandwidth Inc.
            Form 10-K for the Fiscal Year Ended December 31, 2023
            Form 8-K furnished on August 1, 2024
            File No. 001-38285
Dear Daryl Raiford:

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

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicator, page 63

1.     We note that you no longer present total active customer count as you
focus on larger
       customers. However, we also note your references to average annual
revenue per
       customer in each of your last four earnings calls, the growth of which
you appear to
       attribute to larger customer opportunities. Please tell us your
consideration to include
       such measure in your Form 10-Q and 10-K filings or tell us what measures
you use to
       monitor your larger customer base. Refer to Item 303(a) of Regulation
S-K
       and SEC Release No. 33-10751.
 October 29, 2024
Page 2
Results of Operations
Comparison of the Years Ended December 31, 2023 and 2022, page 67

2.     We note your reference to various factors impacting your cloud
communications
       revenue for each period presented. Where a material change is attributed
to two or
       more factors, including any offsetting factors, please revise to
describe the
       contribution of each factor in quantified terms. In addition, we note
your reference on
       page 7 to your various market offerings (i.e. Global Communications
Plans,
       Programmable Services and Global Enterprises) as well as your discussion
of changes
       in these offerings in your Q4 2023 earnings call transcript. Please tell
us your
       consideration to include a discussion of the impact of these offerings
in your results of
       operations and revise as necessary. Refer to Item 303(b) of Regulation
S-K.
Critical Accounting Policies and Significant Judgments and Estimates, page 80

3.     Please enhance your disclosure to provide qualitative and quantitative
information
       necessary to understand the estimation uncertainty and the impact your
critical
       accounting estimates have had or are reasonably likely to have on your
financial
       condition and results of operations. In doing so, discuss how much each
estimate
       and/or assumption has changed over a relevant period and the sensitivity
of reported
       amounts to the underlying methods, assumptions and estimates used. The
disclosures
       should supplement, not duplicate, the description of accounting policies
or other
       disclosures in the notes to the financial statements. Refer to Item
303(b)(3) of
       Regulation S-K.
Consolidated Financial Statements
Consolidated Statements of Changes in Stockholders Equity, page 93

4.     We note your adjustments to additional paid-in capital and accumulated
deficit upon
       adoption of ASU 2020-06 on January 1, 2022. Please explain to us how you
       determined the $8,750 thousand adjustment to accumulated deficit. In
your response,
       tell us how the accretion of debt discount recorded in fiscal 2020 and
2021 is reflected
       in your adjustment to accumulated deficit. Refer to ASC
815-40-65-1(b)(1).
Note 5. Leases, page 110

5.     Please revise to clarify whether the right of use assets and operating
lease liabilities
       for your new corporate headquarters includes the two ten-year renewal
options. Also,
       describe how you determined the discount rate for the lease. Refer to
ASC 842-20-50-
       3.a.3 and 50-3.c.3.
Note 9. Geographic Information, page 119

6.     We note your discussion of revenue and long-lived assets in North
America. Please
       tell and revise to disclose what territories comprise North America. To
the extent it
       includes areas besides the United States, revise to separately disclose
revenue and
       long-lived assets attributable to the United States, your country of
domicile, and any
       individually significant foreign country. Refer to ASC 280-10-50-41.
 October 29, 2024
Page 3
Form 8-K furnished on August 1, 2024
Exhibit 99.1, page 1

7.     We note your Second Quarter 2024 Financial Highlights table includes
Adjusted
       EBITDA and Free Cash Flow, along with a discussion of the increase in
Adjusted
       EBITDA, without presenting the comparable GAAP measure with equal or
greater
       prominence. Please revise. Refer to Question 102.10(a) 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.

       Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 with
any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:   Brandon Asbill