On December 18, 2019, Xperi Corporation (“Xperi”) entered into an Agreement and Plan of Merger and Reorganization with TiVo Corporation (“TiVo”) to combine in an all-stock merger of equals transaction (the “Mergers”). Immediately following the consummation of the Mergers on June 1, 2020 (the “Merger Date”), Xperi Holding Corporation, under the name “XRAY TWOLF HoldCo Corporation,” became the parent company of both Xperi and TiVo. The common stock of Xperi and TiVo were de-registered after completion of the Mergers. On June 2, 2020, Xperi Holding Corporation’s common stock, par value $0.001 per share, commenced trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “XPER.” Effective at the open of business on October 3, 2022, the Company's shares of common stock, par value $0.001 per share, began trading on the Nasdaq Global Select Market under the new ticker symbol "ADEA".

The Mergers created a leading IP licensing company. The Company’s IP business includes one of the industry’s largest and most successful IP portfolios licensed to a diverse base of customers. Certain assets and liabilities acquired in this business combination were attributed to the Company's former Product business segment.

Based on an evaluation of the provisions of ASC 805, “Business Combinations,” the Company was determined to be the accounting acquirer in the Mergers. The Company applied the acquisition method of accounting that requires, among other things, that identifiable assets acquired and liabilities assumed generally be recognized on the balance sheet at fair value as of the acquisition date. In determining the fair value, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgment related to future net cash flows (including revenue, operating expenses, and working capital), discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables, and other factors. Inputs were generally determined by taking into account historical data (supplemented by current and anticipated market conditions) and growth rates.

The following table sets forth the purchase price allocation reflective of measurement period adjustments (in thousands):


	Estimated Useful Life (years)		Fair Value
Cash and cash equivalents			$	117,424
Accounts receivable				105,778
Unbilled contracts receivable				69,058
Other current assets				21,923
Long-term unbilled contracts receivable				129
Property and equipment				41,307
Operating lease right-of-use assets				71,444
Identifiable intangible assets:
Patents	10	457,400
Customer contracts and related relationships	4-9	358,200
Developed technology	5	34,800
Content database	9	6,200
Trademarks and tradenames	N/A	21,400
Total identifiable intangible assets				878,000
Goodwill				461,245
Other long-term assets				43,559
Accounts payable				(13,258	)
Accrued legal fees				(5,619	)
Accrued liabilities				(79,601	)
Current portion of deferred revenue				(29,291	)
Current portion of long-term debt				(734,609	)
Deferred revenue, less current portion				(24,319	)
Long-term deferred tax liabilities				(27,528	)
Long-term debt				(48	)
Noncurrent operating lease liabilities				(59,291	)
Other long-term liabilities				(7,969	)
Total purchase price			$	828,334

In connection with the Mergers, the Company incurred significant expenses such as transaction-related costs (e.g. bankers fees, legal fees, consultant fees, etc.), lease impairment charges due to facilities consolidation, severance and retention costs (including stock-based compensation expense resulting from the contractually-required acceleration of equity instruments for departing executives). Total transaction related costs and lease impairment charges were $29.4 million and $2.4 million, respectively, in 2020. No significant transaction related costs and lease impairment charges were incurred in 2021. In addition, post-merger severance and retention costs (including related stock-based compensation expense) amounted to $6.4 million and $14.3 million in 2021 and 2020, respectively.

TiVo’s results of operations and cash flows were included in the Company’s consolidated financial statements for periods subsequent to June 1, 2020, and TiVo’s assets and liabilities were recorded at their estimated fair values in the Company’s Consolidated Balance Sheets as of June 1, 2020. For the year ended December 31, 2020, TiVo contributed $593.6 million of revenue and $263.8 million of operating income, respectively, to the operating results of the Company.

The following unaudited pro forma financial information assumes the companies were combined as of January 1, 2019. The unaudited pro forma financial information as presented below is for informational purposes only and it was based on estimates and assumptions that were made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the Mergers had taken place on January 1, 2019, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if TiVo had been included in the Company's Consolidated Statements of Operations as of January 1, 2019 (unaudited, in thousands):

The unaudited supplemental pro forma information above includes the estimated impact of purchase accounting and other material, nonrecurring adjustments directly attributable to the Mergers such as: estimated decrease to earnings due to revenue adjustments resulting from purchase accounting, estimated impact to earnings to adjust for transaction and other related costs including facilities impairment charges, estimated impact to earnings to adjust for severance and retention costs including related stock-based compensation expense, estimated impact to earnings to reflect pay-off of historical debt and issuance of new debt financing and estimated decrease to earnings due to pro forma adjustments for income taxes. The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies.