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United States securities and exchange commission logo





                            June 8, 2022

       Paul Davis
       General Counsel
       Xperi Corp. (c/o TiVo Product HoldCo LLC)
       2160 Gold Street
       San Jose, CA 95002

                                                        Re: TiVo Product HoldCo
LLC
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form 10
                                                            Submitted May 12,
2022
                                                            CIK No. 0001788999

       Dear Mr. Davis:

             We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form 10

       Exhibit 99.1
       Risk Factors
       If we fail to maintain effective internal control over financial
reporting..., page 45

   1.                                                   You state that Xperi
implemented remediation plans in response to their identified
                                                        material weaknesses and
concluded that such weaknesses were remediated as of
                                                        December 31, 2021.
Please reconcile this disclosure with the information provided in the
                                                        December 21, 2021
amendment where you indicated that you expect to complete your
                                                        remediation efforts in
the fourth quarter of 2021. However, you also stated that the
                                                        material weaknesses
will not be considered remediated until the applicable remediated
 Paul Davis
Xperi Corp. (c/o TiVo Product HoldCo LLC)
June 8, 2022
Page 2
      controls operate for a sufficient period of time and management has
concluded, through
      testing, that these controls are operating effectively. Also, revise to
include a discussion
      of how such weaknesses were remediated.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Provision for (Benefit from) Income Taxes, page 79

2.    We note from the tables in Note 13 that your foreign pre-tax losses have
increased
      significantly in 2021 and the foreign rate differential had a significant
impact on your
      effective tax rate. We also note that the foreign pre-tax loss in 2021 is
consistent with that
      in 2019 yet the impact of foreign taxes was significantly different.
Please revise to
      explain the relationship between foreign pre-tax loss and the foreign
effective tax rates in
      greater detail. To the extent that certain countries have had a more
significant impact on
      your effective tax rate, revise to disclose this information for each
period presented and
      provide a discussion of how potential changes in such foreign
jurisdictions may impact
      your results of operations. We refer you to Item 303(b) of Regulation
S-K.
Business, page 95

3.    Please refer to our prior comment 11 from our letter dated November 8,
2021 and disclose
      the amount or percentage of revenue by product category to provide
context to your
      business discussion. In addition, in your Management's Discussion and
Analysis, discuss
      trends in your product categories and how they have impacted or are
reasonably likely to
      impact your results of operations .
        You may contact Christine Dietz, Senior Staff Accountant, at (202)
551-3408 or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Kathleen Krebs,
Special Counsel
at 202-551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.



                                                             Sincerely,
FirstName LastNamePaul Davis
                                                    Division of Corporation
Finance
Comapany NameXperi Corp. (c/o TiVo Product HoldCo LLC)
                                                    Office of Technology
June 8, 2022 Page 2
cc:       Mike Ringler, Esq.
FirstName LastName
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