August 29, 2019

Leanne Fitzgerald
Vice President, Associate General Counsel and Assistant Secretary
Cerence LLC
15 Wayside Road
Burlington, MA 01803

       Re: Cerence LLC
           Form 10-12B
           Filed August 21, 2019
           CIK No. 0001768267
           File No. 001-39030

Dear Ms. Fitzgerald:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
circumstances or do not believe an amendment is appropriate, please tell us why
in your

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our August 7,
2019 letter.

Form 10 filed August 21, 2019

Information Statement Summary
The Spin-Off, page 1

1.     You disclose that Cerence is expected to incur indebtedness of
approximately $425
       million under a senior secured term loan facility, of which
approximately $387.9 million
       of the next proceeds will be transferred to Nuance immediately prior the
consummation of
       the Spin-Off. Please disclose this prospective indebtedness and transfer
to Nuance on the
       Information Statement cover page and in the forepart of your Summary.
 Leanne Fitzgerald
FirstName LastNameLeanne Fitzgerald
Cerence LLC
Comapany NameCerence LLC
August 29, 2019
August 29, 2019 Page 2
Page 2
FirstName LastName
Our Company, page 2

2.       You disclose "[w]e estimate that our adjusted backlog as of June 30,
2019 was
         approximately $1.3 billion, with 50% of revenue expected to be
recognized over the next
         three years. Our adjusted backlog includes backlog of $404.2 million,
which consists of
         $355.4 million of future revenue related to remaining performance
obligations and
         $48.8 million of contractual commitments, which have not been
invoiced, and
         $895.8 million of estimated future revenue from variable forecasted
royalties and hosted
         activity." Please disclose how you calculated the estimated $895.8
million of future
         revenue from variable forecasted royalties and hosted activity and
explain to us the basis
         for using estimated variable forecasted royalties and hosted activity
as part of adjusted
         backlog as they are not by nature firm backlog orders. In order to not
give undue
         prominence to this adjusted backlog measure please revise to disclose
your firm backlog
         first and your adjusted backlog measure second. In addition, disclose
your view of the
         reliability of past estimates and forecasts comprising adjusted
backlog. See Item
         101(c)(1)(viii) of Regulation S-K. Please also revise your disclosure
on pages 59 and 75,
3.       You reference on page 3 and page 59 that "shipments with Cerence
hybrid solutions ...
         grew approximately 46% year over year for the nine months ending June
30, 2019."
         Please explain how you calculate shipments with Cerence hybrid
solutions and provide
         the absolute shipments for these periods and from your last completed
fiscal year.
Unaudited Pro Forma Combined Balance Sheet
As of June 30, 2019
Notes to Unaudited Pro Foma Comined Financial Data
Note (B), page 57

4.       Adjustment (B) to remove from the pro forma statement of operations
the material,
         nonrecurring costs directly related to the separation should be
reflected in your pro forma
         balance sheet on page 54. See Rule 11-02(b)(6) of Regulation S-X and
        You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or
Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551-3226 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or Barbara C. Jacobs, Assistant Director, at (202) 551-3735 with
any other


                                                               Division of
Corporation Finance
 Leanne Fitzgerald
Cerence LLC
August 29, 2019
Page 3
FirstName LastNameLeanne Fitzgerald
                                      Office of Information Technologies
Comapany NameCerence LLC
                                      and Services
August 29, 2019 Page 3
cc:       John C. Kennedy, Esq.
FirstName LastName