SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 Qwest Corporation

931 14th 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

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

       DIVISION OF
CORPORATION FINANCE

  Mr. John W. Richardson Executive Vice President and Chief Financial Officer Qwest Corporation 1801 California Street Denver, Colorado 80202         June 20, 2008
Re:  Qwest Corporation
Form 10-K for Fiscal Year Ended December 31, 2007
  February 12, 2008   File No. 1-03040

Dear Mr. Richardson:   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

Correspondence

 Bill Johnston

 Senior Vice President &
Controller

 1801 California Street, Suite 320

 Denver, Colorado
80202

 June 13, 2008

 Mr. Larry Spirgel

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

 Mail
Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549

 Qwest Communications International Inc.

 Form
10-K for the Year Ended

 December 31, 2007

 Filed February 12, 2008

 File No. 1-15577

 Qwest Corporation

 Form 10-K for the Year
Ended

 December 31, 2007

 Filed
February 12, 2008

 File No. 1-03040

 Dear Mr. Spirgel:

 On behalf of Qwest Communications International Inc. (“QCII”) and Qwest Corporation (“QC”), I am responding to the comments contained in your letter, dated May 21, 2008, relating to our previous letter dated
May 2, 2008. I appreciated the opportunity to discuss the comments in your most recent letter with Craig Olinger, Kyle Moffatt, Dean Suehiro and Michael Henderson of the Division of Corporation Finance during our conference call on June 5,
2008. Your comments are set forth in bolded, italicized text below, and our responses are set forth in plain text beneath each comment. We believe our comments below reflect the substance of our conference call on June 5, 2008.

 Comment 1: We note your response to prior comment 1. We believe that certain of your real estate costs should be classified as cost of sales. In this regard, we
note that costs related to your fleet of vehicles and hosting centers appear to be directly related to the cost of providing services. Since these costs are incurred to deploy assets and services where you have the most need, this implies that these
costs should be classified as cost of sales. We also believe that you should allocate all other costs related to the costs of services despite the fact that your do not believe that allocating such expenditures between two or more financial
statement line items provides the financial statement reader with relevant insight into the nature of those specific underlying costs.

 Response: Although we believe that it is most meaningful to the readers of our financial statements to group our fleet and hosting center real estate costs with similar, centrally managed costs, we agree with you that it would
also be reasonable to group these costs with our network and facilities costs on the cost of sales line in our Statement of Operations. These costs, which were approximately $159 million and $150 million in 2007 and 2006, respectively, represent
less than 1.5% of our total operating expenses, less depreciation and amortization, and less than 3.5% of our cost of sales. We do not believe these amounts are quantitatively or qualitatively material to our financial statements or our cost of
sales or operating expenses for the current period or any prior periods. At this point, we plan to continue to categorize these expenses in general, administrative, and other operating expenses with clear disclosure that these costs are included
therein. Also, we will continue to evaluate the materiality of this classification in the future and we will change this classification if these costs become material.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 June 13, 2008

 Page 2 of 3

 Comment 2: We note your response to prior comment 2. We believe that USF charges should be classified as cost
of sales. Our belief is based on the following:

•

 the USF charges are directly attributed to the generation of your revenues;

•

 the USF charges are a condition of our license and related operations;

•

 the USF charges are based on a percentage of revenues;

•

 the reclassification does not appear to be a preferable treatment;

•

 the reclassification of the USF charges makes your cost of sales and implied gross margins less comparable to those in your industry; and

•

 the reclassification gives an impression of an improved gross margin where it does not exist.

 Response: As we discussed on the conference call, universal service fees (“USF”) are regulator allocated subsidy payments and are not a direct cost of
sales. We are allowed, though are not required, to recover this extra cost by billing our customers a USF surcharge on a separate line of their bill. We continue to believe that our practice of breaking out a charge on a separate line should not
drive a specific Statement of Operations classification. Instead, we believe that the underlying nature of the cost, in this case a subsidy, should be the determinant for how the cost is classified on our Statement of Operations. Lastly, we also
pointed out that we do not show a gross margin in our financial statement presentation since gross margin is not a meaningful metric in the analyses of our company or our industry.

 As we discussed on the conference call, we continue to believe that USF is a general operating cost that is incurred due to our participation in the telecommunications industry. We believe that classification of our
contributions to the Universal Service Fund as general, administrative and other operating expense is a better presentation under our circumstances. Also, we will continue to provide clear disclosure of this classification to the users of our
financial statements in a manner similar to how we disclosed it in our first quarter of 2008 10-Q.

 Comment 3: We note your revised MD&A for the three-year period ended December 31, 2007 for your change in your reportable segments in the 1st quarter of 2007. Please tell us why you are not required to file the related audited financial statements giving effect to the restatement of your reportable segments.

 Response: As we discussed on our conference call, we followed the guidance of SFAS 131 and the relevant SEC guidance when we filed our 2007 annual report on Form
10-K, our first quarter of 2008 10-Q, and our related current report on Form 8-K. Our 8-K was filed for informational purposes and included our MD&A, which provided an analysis of our revenues, expenses, operating margin and net income for the
three years ended December 31, 2007, as if we had operated then with our now current reportable segments. The information presented in that 8-K differed from the segment-related disclosures required in audited financial statements only by the
reconciliation of segment income to net income. We believe that the financial information presented in this 8-K included the most relevant information used by investors and analysts. We will continue to recast our segment information and the
reconciliation of segment income to net income in the historical financial statements that are presented in our future 10-Qs and 10-Ks in accordance with SFAS 131.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 June 13, 2008

 Page 3 of 3

 *   *   *   *

 We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the filings noted above; that your comments or changes we make to disclosures
in response to your comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of
the United States.

 I hope that this response satisfactorily answers your questions. If you have additional questions or need further explanation, please
call me at 303-992-2996.

Sincerely,

/s/ Bill Johnston

Bill Johnston

 cc:

 K. Dane
Brooksher, Chair—QCII Audit Committee

 Jim Bickell, Engagement Partner—KPMG

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       May 21, 2008
 Mr. John W. Richardson Executive Vice President and Chief Financial Officer Qwest Corporation 1801 California Street Denver, Colorado 80202
Re:  Qwest Corporation
Form 10-K for Fiscal Year Ended December 31, 2007
  February 12, 2008   File No. 1-03040

Dear Mr. Richardson:
We have reviewed your supplemental response letters dated April 9, 2008 and
May 2, 2008 as well as your filing and have the following comments.  As noted in our comment letter dated March 31, 2008, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the fiscal year ended December 31, 2007

 Note 1: Business and Background, page 45

1. We note your response to prior comment 1.  We believe that certain of your real
estate costs should be classified as cost of sales.  In this regard, we note that costs related to your fleet of vehicles and hosting centers appear to be directly related to the cost of providing services.  Since these costs are incurred to deploy assets and service where you have the most need, this implies that these costs should be classified as cost of sales.  We also believe that you should allocate all other costs related to the costs of service despite the fact that you do not believe that allocating such expenditures between two or more financial statement line items provides the financial statement reader with relevant insight into the nature of those specific underlying costs.

Mr. John W. Richardson
Qwest Corporation May 21, 2008 Page 2

2. We note your response to prior comment 2.  We believe that USF charges should
be classified as cost of sales.  Our belief is based on the following:

• the USF charges are directly attributed to the generation of your revenues;
• the USF charges are a condition of your license and related operations;
• the USF charges are based on a percentage of revenues;
• the reclassification does not appear to be a preferable treatment;
• the reclassification of the USF charges makes your cost of sales and
implied gross margins less comparable to those in your industry; and
• the reclassification gives an impression of an improved gross margin
where it does not exist.

*    *    *    *
 Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Michael Henderson, Staff Accountant, at ( 202) 551-3364 or Dean Suehiro, Senior Staff
Accountant, at (202) 551-3384 you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have 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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       April 16, 2008
 Mr. John W. Richardson Executive Vice President and Chief Financial Officer Qwest Corporation 1801 California Street Denver, Colorado 80202
Re:  Qwest Corporation
Form 10-K for Fiscal Year Ended December 31, 2007
  February 12, 2008   File No. 1-03040

Dear Mr. Richardson:
We have reviewed your supplemental response letter dated April 9, 2008 as well
as your filing and have the following comments.  As noted in our comment letter dated March 31, 2008, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the Fiscal Year Ended December 31, 2007

Note 1: Business and Background, page 45
 We note your response to prior comment 1 and have the following comments.
1. Please tell us the nature of the real estate costs that were transferred from costs of
sales to general, administrative and other operating expenses and why you believe a reclassification was appropriate.

2. Please tell us why you believe it was appropriate to classify USF charges to
general, administrative and other expenses instead of cost of sales.  We note the following:

• the USF charges are based on a percentage of your revenues from VoIP,
interstate and international end-user communications;
• it appears that you recover some or all of the USF charges from your
customers and such amounts are recognized as revenues; and
• the USF charges are directly attributed to the generation of your revenues.

Mr. John W. Richardson
Qwest Corporation April 16, 2008 Page 2
3. Please tell us if you have reclassified taxes and surcharges (including sales, use,
value added and excise taxes) from cost of sales to general, administrative and other expenses.  If so, tell us why you believe a reclassification was appropriate.  We note that these taxes and surcharges are recognized as revenues.  Refer to your basis in the accounting literature.

*    *    *    *
 Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Michael Henderson, Staff Accountant, at ( 202) 551-3364 or Dean Suehiro, Senior Staff
Accountant, at (202) 551-3384 you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have 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

CORRESP
1
filename1.htm

Correspondence

Bill Johnston

Senior Vice President & Controller

1801 California Street, Suite 320

Denver, Colorado 80202

 May 2, 2008

 Mr. Larry Spirgel

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

 Mail
Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549

 Qwest Communications International Inc.

 Form
10-K for the Year Ended

 December 31, 2007

 Filed February 12, 2008

 File No. 1-15577

 Qwest Corporation

 Form 10-K for the Year
Ended

 December 31, 2007

 Filed
February 12, 2008

 File No. 1-03040

 Dear Mr. Spirgel:

 On behalf of Qwest Communications International Inc. (“QCII”) and Qwest Corporation (“QC”), I am responding to the comments contained in your letter, dated April 16, 2008, relating to our previous letter dated
April 9, 2008. Following some introductory remarks, your comments are set forth in bolded, italicized text below, and our responses are set forth in plain text beneath each comment.

 Based on the nature of your additional comments, I felt it would be appropriate to give you some additional background of our reasons for changing our Statement of Operations presentation. Although we did re-examine
all of the cost components of our previous Statement of Operations presentation, our review was more holistic as opposed to just determining whether to reclassify specific items between existing classifications. Our goal was to fundamentally
re-examine our presentation in light of the way we operate internally and how our financial information is reviewed and analyzed externally. We limited ourselves to functional income statement captions, as required by the Securities and Exchange
Commission’s (“SEC”) regulation S-X, while incorporating rule 4-01(a) “…use such generally accepted terminology, as will best indicate their significance and character in the light of the provisions applicable thereto.”
As a result of that review, we developed a new Statement of Operations format that we feel complies with Generally Accepted Accounting Principles and SEC requirements while providing readers with more relevant information.

 Companies in our industry are typically organized around “build and maintain” organizations and “sales” organizations. Our build and maintain
organization, which builds and manages the telecommunications network we use to provide services, is referred to as our network organization. Our network transmits voice and data seamlessly locally, nationally and internationally. The primary cost
components of this organization are employee related cost—which varies, but generally not proportionately with sales—and the facilities cost that we pay to other telecommunications carriers. We believe that these costs are best reflected
as cost of sales in a functional income statement presentation.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 May 2, 2008

 Page 2 of 5

 Our sales organizations are focused on certain distinct
customer groups. Mass Markets serves consumer and small business customers that are typically smaller in size and are served by a large sales force of inward and outward sales associates by telephone, in person or over the internet. Business Markets
serves enterprise and government customers that typically have more complex telecommunications needs and are served by a large sales force that calls on individual customers. Wholesale Markets serves competitive local exchange carrier and
interexchange carrier customers with a smaller sales force. We believe that the direct costs of our sales organizations are best presented as selling costs in a functional income statement presentation.

 In addition to the network and sales costs that are managed by those organizations, we incur expenditures that support the network and sales organizations, but are best
managed and coordinated centrally. Although we could try to allocate some of these costs to the network and sales organizations (and therefore the cost of sales and selling captions in the income statement), we do not believe that is the best way to
present these costs. Allocating these costs would not provide readers of our financial statements with more meaningful information or better visibility into their underlying trends. For instance, by grouping non-income tax costs together, readers
are better able to see how we are controlling these costs, which are not required to generate a service.

 We acknowledge that this structure is different
than the typical manufacturing model that is concerned with the creation of physical inventory that is sold to customers. Importantly though, and because of this difference, we do not report internally or externally information on gross margin
metrics. While discussions of cost of sales, selling and general, administrative and other operating expenses give additional insight into our cost structure, we and the analysts who track Qwest focus on EBITDA, which is revenue less cost of sales,
selling and general, administrative and other operating expenses. EBITDA is the measure that is most widely utilized for assessing the health of a company that provides a capital-intensive service. We internally manage to our business units’
operating margin, which includes primarily our cost of sales and sales expense.

 We believe the real benefit of our new format is that it allows us to
better identify and report on the significant trends affecting our business. This, in turn, provides the readers of our financial statements a better understanding of the key cost centers in our business and how we manage controllable costs. The
cost of sales line helps readers understand our controllable network costs and the sales expenses line does the same for our controllable sales costs.

 The
additional cost details and our disclosures in our Management’s Discussion and Analysis section also help readers better understand the types of costs within these captions. An example of this is our breakout of employee related costs. The
largest percentage of our cash operating costs is employee related, which our analysts consider to be an important metric; this is one reason we considered presenting a natural income statement. We discarded this idea because, although acceptable
under IFRS rules, we do not believe presenting a natural income statement format is acceptable under current SEC rules. We believe our new definitions provide better insight by separately categorizing the costs of employees that perform network
operations from employees that perform sales or general and administrative functions.

 We feel the disclosures of the components of our Statement of
Operations line items coupled with the functional breakouts provided in our Management’s Discussion and Analysis in our 8-K filing and future 10-Q and 10-K filings provide the readers of our financial statements with an excellent roadmap to
analyze our business operations.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 May 2, 2008

 Page 3 of 5

 As mentioned above we considered the requirements of SEC
Regulation S-X, specifically Regulation 210.5-03, in determining our new Statement of Operations format. The sections of this regulation that address cost of sales and selling, general, and administrative expenses state simply:

 (2) Costs and Expenses Applicable to Sales and Revenues. State separately the amount of: (a) cost of tangible goods sold, (b) operating
expenses of public utilities or others, (c) expenses applicable to rental income, (d) cost of services, and (e) expenses applicable to other revenues.

 (4) Selling, General and Administrative Expenses.

 The regulation does not provide robust definitions of cost of
sales or selling, general and administrative expenses although, we believe that our new classifications for our operating expenses are not inconsistent with the rule presented above and its purpose to provide readers of financial statements with
relevant information about the operations of companies.

 Our responses to your specific comments follow.

 Comment 1: Please tell us the nature of the real estate costs that were transferred from costs of sales to general, administrative and other operating expenses and
why you believe a reclassification was appropriate.

 Response: As discussed above, our general, administrative and other operating expense
line is intended to give the reader of our financial statements insight into costs that are not directly incurred to provide or sell our services. Our real estate related costs, which are centrally managed, include all of the costs of managing and
operating our facilities (office and sales buildings, hosting centers, central offices, etc.), as well as the fleet of vehicles used in our business by all of our organizations. We incur these expenses in order to deploy assets and service where we
have the most need, while at the same time ensuring that we achieve the lowest possible cost structure. A significant portion of our real estate costs support our sales, network and administrative functions in a manner that would create the need to
make arbitrary allocations in order to assign these costs to different financial statement line items. We believe these costs are similar to other general operating costs (such as accounting and finance functions) that we incur and manage centrally
to support our business. We do not believe that allocating such expenditures between two or more financial statement line items provides the financial statement reader with the relevant insight into the nature of those specific underlying costs. By
grouping these costs together, our new classification gives readers of our financial statements a better understanding of significant trends and will be more consistent with how we incur, manage and control these costs.

 Comment 2: Please tell us why you believe it was appropriate to classify USF charges to general, administrative and other expenses instead of cost of sales. We
note the following:

•

 the USF charges are based on a percentage of revenues from VoIP, interstate and international end-user communications;

•

 it appears that you recover some or all of the USF charges from your customers and such amounts are recognized in revenues; and

•

 the USF charges are directly attributed to the generation of your revenues

 Response: Universal service fees (“USF”) are subsidy payments that are allocated by regulators to all telecommunications providers. This allocation can,
but may not be, based on total industry revenues for certain services. For instance, the federal USF (which represents the greatest percentage of these fees) that we are required to pay is allocated among industry players based on proportionate
revenues, but in certain states these fees are based on other measures. However, the Federal Communications

Qwest Communications International Inc.

 Larry Spirgel, United
States Securities and Exchange Commission

 May 2, 2008

 Page 4 of 5

 Commission (“FCC”) is currently considering a new method of allocation for federal USF that is based on phone numbers
rather than revenues. Even under the FCC’s current approach, if the revenues of the industry as a whole increase, we could be allocated less subsidy in certain periods even if our revenues increase. We are allowed to recover this extra cost by
billing our customers a USF surcharge on a separate line of their bill. Even though it may appear that these costs are directly generated by incremental sales due to our method of charging some customers a surcharge for this cost, this is not the
case. As discussed above, we believe USF is a general operating cost that is incurred in support of our telecommunications operations and under our presentation methodology should be shown as general, administrative and other operating expense.

 In addition, we do not believe that a charge that varies directly with revenue must necessarily be classified as cost of sales. There are several examples
of costs that are based on a percentage of revenues, are recovered in revenues, and are directly attributed to the generation of revenues that are not included in cost of sales. Two examples of these are: sales commissions and billing expenses
(postage, handling, etc.). Yet these costs are either explicitly required to be excluded from cost of sales (selling expenses, of which sales commissions is a part, is included in Selling, general, and administrative in Regulation 210.5-03) or, by
practice, are almost universally excluded from cost of sales (billing). These costs generally vary directly with revenues, but are not necessary to the provision of services.

 Comment 3: Please tell us if you have reclassified taxes and surcharges (including sales, use, value added and excise taxes) from cost of sales to general, administrative and other expenses. If so, tell us why
you believe a reclassification was appropriate. We note that these taxes and surcharges are recognized in revenues. Refer to your basis in the accounting literature.

 Response: As a general principle, we recover all of our costs through revenues as long as we are making profits. We presume that this question has arisen because taxes can be, but are not always, included as a
separate line item on a customer’s bill (similar to USF that we discussed above). This is not always the case though. Certain jurisdictions do not allow us to show tax recoveries separately on the bill to customer. Also, as we responded to
Comment #2, we do not believe that a charge being based on a revenue calculation is, or should be, the only determinant of the expense classification of the cost.

 We account for our sales, gross receipts and excise taxes by applying the principles in EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent to the reporting requirements of EITF 06-03 How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation). We record gross revenues and expenses when we are the principal to the tax transaction, and we record only
payables and receivables when we are merely a collection agent for the taxing authority. On a gross basis we pay approximately $700 million a year in taxes, however in 2007 and 2006, we recorded $334 million and $303 million, respectively, in
expense for these taxes. In 2007 and 2006, approximately 66% and 71%, respectively, of these taxes were property based with the remainder being gross receipt and excise tax related.

 Our re-examination of our Statement of Operations presentation did result in $7 million of taxes and surcharges previously shown as cost of sales to now be shown as general, administrative and other operating expense.
As discussed above, we believe that it is more understandable to the readers of our financial statements if we show all of our taxes and subsidy costs together rather than being spread

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 May 2, 2008

 Page 5 of 5

 into several line items since they are indirect costs of the
business. Also, our new presentation better matches the way we incur and manage this cost and identify related trends.

 *     *     *     *

 We acknowledge that we are responsible for the adequacy and
accuracy of the disclosures in the filings noted above; that your comments or changes we make to disclosures in response to your comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

 I hope that this
response satisfactorily answers your questions. If you have additional questions or need further explana

CORRESP
1
filename1.htm

Correspondence

 Bill Johnston

 Senior Vice President & Controller

 1801 California Street, Suite 320

 Denver, Colorado 80202

 April 9, 2008

 Mr. Larry Spirgel

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

 Mail
Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549

 Qwest Communications International Inc.

 Form 10-K for the Year Ended December 31, 2007

 Filed February 12,
2008

 File No. 1-15577

 Qwest Corporation

 Form 10-K for the Year Ended December 31, 2007

 Filed February 12, 2008

 File No. 1-03040

 Dear Mr. Spirgel:

 On behalf of Qwest Communications International Inc. (“QCII”) and Qwest Corporation (“QC”), I am responding to the comments contained in your letters, dated March 31, 2008, relating to our Annual Reports on
Forms 10-K for the year ended December 31, 2007. Your comments are set forth in bolded, italicized text below, and our responses are set forth in plain text beneath each comment.

 Note 2: Summary of Significant Accounting Policies, Reclassifications, page 59 (QCII)

 Note 1: Business and Background, page 45 (QC)

1.
We note that you expect to make changes in the definitions you use to classify your expenses to better reflect the management of your business. We also note that these changes
could result in an annual reduction of $500 million to $700 million in cost of sales. Please tell us in more detail the nature of these changes and how these changes better reflect the management of your business.

Response:

 Based on our interactions with our investors over the
past several years and our internal analysis of operating cost classifications, we evaluated whether our Statement of Operations presentation could be updated to better aid the readers of our financial statements in understanding our cost structure.
For example, we considered whether it would be more appropriate to present a Statement of Operations that classified expenses based on their “nature” (e.g., materials, labor costs, depreciation, rents, taxes other than income) instead of
based in their “function” (e.g., cost of sales, selling costs, etc.). Although we perceived some benefits would flow from a natural presentation, we reviewed the income statement presentation requirements of Rule 5-03 of Regulation S-X,
and determined that a natural presentation would not necessarily comply with the rules. However, we determined that we could improve on the definitions used to classify costs based on their function by presenting information and related disclosures
that will enhance the value to the users of our financial statements and still comply with Rule 5-03.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 April 9, 2008

  Page
 2
 of 4

 Therefore, consistent with the disclosure of our intentions in our 2007 annual reports on Forms 10-K, during the
first quarter of 2008 we changed the definitions we use to classify expenses as cost of sales, selling expenses or general, administrative and other operating expenses. To aid investors in understanding our future financial statements that will
follow these new definitions, we recast certain financial information presented in our Annual Reports on Forms 10-K for the year ended December 31, 2007 to reflect the impact of these changes. We filed this recast financial
information for both QCII and QC on Current Reports on Forms 8-K dated April 4, 2008. As noted in Note 2 to each of the recast financial statements (pages 6-7 in the QCII financial statements and pages 7-8 in the QC financial statements)
contained in those Forms 8-K, operating expenses are now classified as follows:

•

 Cost of sales are costs incurred in providing products and services to our customers. These include: facility costs; employee-related costs directly attributable to
operating and maintaining our network (such as salaries, wages and certain benefits); equipment sales costs (such as data integration, handsets and modem costs); and other cost of sales directly related to operating and maintaining our network (such
as professional fees, materials and supplies and outsourced services).

•

 Selling expenses are costs incurred in selling products and services to our customers. These include: employee-related costs directly attributable to selling
products or services (such as salaries, wages, internal commissions and certain benefits); marketing, advertising and external commissions; bad debt; and other selling costs (such as professional fees and outsourced services).

•

 General, administrative and other operating expenses are corporate overhead and other operating costs. These include: employee-related costs for administrative
functions (such as salaries, wages and certain benefits); taxes and fees (such as property and other taxes and universal service fund, or USF, charges); real estate and occupancy costs (such as rents and utility costs); and other general,
administrative and other operating costs (such as professional fees, litigation related charges, general computer systems support services and outsourced services). General, administrative and other operating expenses also include our pension and
post-retirement benefits costs for all employees.

 In the recast financial statements contained in the previously mentioned Forms 8-K, we
also added a reference on the face of the Statements of Operations to Note 2 where these definitions are found. We are supplementally providing copies of these pages with this letter.

 These definitional changes resulted in $565 million, $685 million and $656 million at QCII being classified as either selling expenses or general, administrative and other operating expenses rather than cost of sales
for the years ended December 31, 2007, 2006 and 2005, respectively. This change resulted primarily from the movement of certain universal service subsidy payments and real estate costs to general, administrative and other operating expenses.

 Traditional cost of sales definitions reflect an inventory intensive business model, which is
difficult to apply to telecommunications companies. Our industry provides telecommunication services over large core integrated networks. Production cost in our industry is driven by capital builds (depreciation), network repair and maintenance,
third-party leased facility cost1 and customer premise equipment

 1

 Because our network does not extend to all places where our customers require us to provide telecommunications service
to them, we incur significant costs to use networks owned by other companies.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 April 9, 2008

  Page
 3
 of 4

expenses. Our new cost of sales definition reflects this production cost model that better represents how we run our business and allows users of our
financial statements to better understand our cost structure, while complying with Rule 5-03.2 of Regulation S-X. Additionally, we have chosen to separately break out selling expenses from general and administrative expenses. This breakout will give
users of our financial statements even greater insight into our cost structure. Finally, these new definitions of cost of sales and selling expenses will better align with the new segments that QCII will report in its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008.2

 Note
2: Summary of Significant Accounting Policies, Cash and Cash Equivalents, page 62 (QCII)

 Note 2: Summary of Significant Accounting Policies, Cash
and Cash Equivalents, page 49 (QC)

2.
We note that cash and cash equivalents include investments with original average maturities of three months or less. Please tell us what is meant by “original average
maturities” and how these investments comply with paragraph 8 of SFAS 95.

 Response:

 Our cash and cash equivalents disclosure concerning original average maturities intended to disclose how we
classify our investments in investment funds such as money market securities. Our short-term investment portfolio invests primarily in various investment funds3 that aim to preserve capital while maintaining liquidity as well as individual securities. Many of these investment funds are money market funds governed by Rule 2a-7 of the Investment Company Act of 19404 and are directly referenced in SFAS 95. Other funds in which we invest are investment funds that are not subject to Rule 2a-7 but often operate very similarly
to funds that meet the requirements of Rule 2a-7.

 Paragraph 8 of SFAS 95 defines cash equivalents as “short-term, highly liquid investments that
are…readily convertible to known amounts of cash [and]…so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.” SFAS 95 further states that “generally, only
investments with original maturities of three months or less qualify under that definition.” Paragraph 9 of SFAS 95 goes on to list as examples of items commonly considered to be cash equivalents: “Treasury bills, commercial paper, money
market funds, and federal funds sold.”

 Under our accounting policy we evaluate whether non-Rule 2a-7 funds are cash and cash equivalents based on the
legal requirements for Rule 2a-7 funds. Because investment funds do not have a maturity date per se, the primary indicator that we follow is the dollar-weighted average maturity of the individual fund portfolios. Rule 2a-7(c)(2) of the Investment
Company Act of 1940 allows money market funds to hold individual securities with maturities up to 397 days (762 days for government securities held in money market funds using the amortized cost method) as long as the dollar-weighted average
maturity of their portfolio does not exceed ninety days. We believe this policy is reasonable since paragraph 9 specifically mentions “money market funds” as examples of cash equivalents. Consequently, when investing in any fund we
examine—among other criteria that follow the guidance of SFAS 95—whether the fund’s assets have a dollar-weighted average maturity that exceeds 90 days

 2

 During the first quarter of 2008, QCII’s chief operating decision maker began to manage QCII’s business using
different financial information than he used previously, and we changed QCII’s segments accordingly.

 3

 We use the term fund in this discussion to refer to an "open-end company" under the Investment Company Act of 1940.

 4

 Rule 2a-7 of the Investment Company Act of 1940 defines what types of mutual funds may be called “money market
funds.” We believe the reference to “money market funds” in paragraph 9 of SFAS 95 refers to Rule 2a-7.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 April 9, 2008

  Page
 4
 of 4

at each reporting date. If the dollar-weighted average maturity does exceed 90 days, we classify the investment outside of cash or cash equivalents. We do
not group or batch different funds for this evaluation.

 On the occasions when we do invest in individual securities, we evaluate their individual original
maturities following the guidance in footnote 2 of SFAS 95. We do not group or batch individual securities for this evaluation.

 Because our investment
policies allow us to invest in money market funds, money market like funds as well as various types of individual securities, our disclosure wording mentioned “original average maturities” in an attempt to describe the concept that we use
in evaluating investments in funds. We believe our accounting policy regarding classification of investments as cash or cash equivalents is compliant with SFAS 95. However, in light of your comment we recognized that this description could be
improved. In Note 2 to each of the recast financial statements (page 10 of the QCII financial statements and page 11 of the QC financial statements) included in our Current Reports on Forms 8-K dated April 4, 2008, copies of which pages
are supplementally provided with this letter, we changed our description to indicate that in evaluating investments for classification as cash equivalents, we require that individual securities have original maturities of three months or less and
that funds have dollar-weighted average maturities of their portfolios of 90 days or less. We will continue to describe our policy this way in future filings.

 * * * *

 We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the filings 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 (303) 992-2996.

 Sincerely,

/s/ Bill Johnston

Bill Johnston

 cc: (with enclosures)

 K. Dane Brooksher, Chair—QCII Audit Committee

 Jim Bickell, Engagement Partner—KPMG

 QWEST COMMUNICATIONS INTERNATIONAL INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,

2007

2006

2005

(Dollars in millions except per share
amounts, shares in thousands)

 Operating revenue

$
13,778

$
13,923

$
13,903

 Operating expenses:

 Cost of sales (exclusive of depreciation and amortization)

4,692

4,923

5,180

 Selling

2,136

2,116

2,045

 General, administrative and other operating

2,735

2,559

2,758

 Depreciation and amortization

2,459

2,770

3,065

 Total operating expenses (Note 2)

12,022

12,368

13,048

 Other expense (income)—net:

 Interest expense on long-term borrowings and capital leases—net

1,095

1,169

1,483

 Loss on early retirement of debt—net

26

5

462

 Gain on sale of assets

(7
)

(68
)

(263
)

 Other—net

(22
)

(108
)

(67
)

 Total other expense (income)—net

1,092

998

1,615

 Income (loss) before income taxes and cumulative effect of changes in accounting principles

664

557

(760
)

 Income tax benefit

2,253

36

3

 Income (loss) before cumulative effect of changes in accounting principles

2,917

593

(757
)

 Cumulative effect of changes in accounting principles—net of taxes

—

—

(22
)

 Net income (loss)

$
2,917

$
593

$
(779
)

 Basic earnings (loss) per share:

 Income (loss) before cumulative effect of changes in accounting principles

$
1.59

$
0.31

$
(0.41
)

 Cumulative effect of changes in accounting principles—net of taxes

—

—

(0.01
)

 Basic earnings (loss) per share

$
1.59

$
0.31

$
(0.42
)

 Diluted earnings (loss) per share:

 Income (loss) before cumulative effect of changes in accounting principles

$
1.52

$
0.30

$
(0.41
)

 Cumulative effect of changes in accounting principles—net of taxes

—

—

(0.01
)

 Diluted earnings (loss) per share

$
1.52

$
0.30

$
(0.42
)

 Weighted average shares outstanding:

 Basic

1,829,244

1,889,857

1,836,374

 Diluted

1,920,766

1,971,545

1,836,374

 The accompanying notes are an integral part of these consolidated financial statements.

 2

 QWEST COMMUNICATIONS INTERNATIONAL INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 For the Years Ended December 31, 2007, 2006 and 2005

 Unless the context requires otherwise, references in these
consolidated financial statements to “Qwest,” “we,” “us,” the “Company” and “our” refer to Qwest Communications International Inc. and its consolidated subsidiaries. References in these
consolidated financial statements to “QCII” refer to Qwest Communications International Inc. on an unconsolidated, stand-alone basis.

 Note 1: Business and Background

 We provide voice, data, Internet and video services nationwide and globally. We
generate the majority of our revenue from services provided within the 14-state region