What changed in this filing

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Item 1. Financial Statements

2024-08-01 compared with 2024-05-01 · 99 added, 95 removed, 377 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data) March 31,

(in millions, except per share data)

2024 December 31,

16 unchanged sentences

Accounts payable and accrued liabilities $ 358.5 $ 448.8

Convertible senior notes, at carrying value ($ 170.4 face value as of March 31, 2024 and

December 31, 2023)

Convertible senior notes embedded derivative liability

Convertible senior notes — 170.1

Other current liabilities 40.0 35.9

5 unchanged sentences

Preferred stock, $ 0.001 par value;

5.0 million shares authorized;

5.0 shares authorized;

no shares issued and outstanding

5 unchanged sentences

Accumulated deficit

( 48.7 ) ( 157.1 )

Total stockholders’ equity 2,509.2 2,232.0

2 unchanged sentences

NEUROCRINE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

Three Months Ended

June 30, Six Months Ended

(in millions, except per share data) 2024 2023 2024 2023

10 unchanged sentences

Other (expense) income:

Interest expense ( 1.1 ) ( 1.1 )

Unrealized gain on equity security investments 1.6 2.2

Unrealized (loss) gain on equity securities ( 19.9 ) 37.3 ( 18.3 ) 39.5

Charges associated with convertible senior notes

( 49.7 ) — ( 138.4 ) —

Investment income and other, net 22.8 10.7 45.1 19.4

Total other (expense) income, net ( 46.8 ) 48.0 ( 111.6 ) 58.9

Income (loss) before benefit from income taxes

Income before provision for income taxes

98.6 121.6 133.1 18.3

Benefit from income taxes

Provision for (benefit from) income taxes

33.6 26.1 24.7 ( 0.6 )

Net income (loss) 43.4 ( 76.6 )

Net income 65.0 95.5 108.4 18.9

Foreign currency translation adjustments, net of tax 0.1 0.9 ( 0.4 ) 2.1

Unrealized (loss) gain on debt securities available-for-sale, net of tax

Comprehensive income (loss) $ 39.7 $ ( 71.4 )

Earnings (loss) per share:

( 0.9 ) 0.7 ( 4.1 ) 4.7

Comprehensive income $ 64.2 $ 97.1 $ 103.9 $ 25.7

Earnings per share:

Basic $ 0.64 $ 0.98 $ 1.08 $ 0.19

9 unchanged sentences

(in millions) Shares $ Total

Balance at December 31, 2023

Balance at March 31, 2024

100.6 $ 0.1 $ 2,496.4 $ 3.3 $ ( 113.7 ) $ 2,386.1

1 unchanged sentence

Other comprehensive loss, net of tax

— — — ( 0.8 ) — ( 0.8 )

Stock-based compensation expense — — 43.1 — — 43.1

Issuances of common stock under stock plans 0.3 — 15.8 — — 15.8

Balance at June 30, 2024

100.9 $ 0.1 $ 2,555.3 $ 2.5 $ ( 48.7 ) $ 2,509.2

Balance at March 31, 2023

97.5 $ 0.1 $ 2,170.5 $ ( 2.7 ) $ ( 483.4 ) $ 1,684.5

Net income — — — — 95.5 95.5

Other comprehensive income, net of tax — — — 1.6 — 1.6

Stock-based compensation expense — — 68.5 — — 68.5

Issuances of common stock under stock plans 0.1 — 2.9 — — 2.9

Balance at June 30, 2023

97.6 $ 0.1 $ 2,241.9 $ ( 1.1 ) $ ( 387.9 ) $ 1,853.0

Balance at December 31, 2023

98.7 $ 0.1 $ 2,382.0 $ 7.0 $ ( 157.1 ) $ 2,232.0

Net loss — — — — ( 76.6 ) ( 76.6 )

Net income — — — — 108.4 108.4

Other comprehensive loss, net of tax — — — ( 4.5 ) — ( 4.5 )

Stock-based compensation expense — — 87.6 — — 87.6

Issuances of common stock under stock plans 2.2 — 85.7 — — 85.7

Balance at June 30, 2024

100.9 $ 0.1 $ 2,555.3 $ 2.5 $ ( 48.7 ) $ 2,509.2

Balance at December 31, 2022

96.5 $ 0.1 $ 2,122.4 $ ( 7.9 ) $ ( 406.8 ) $ 1,707.8

Net income — — — — 18.9 18.9

Other comprehensive income, net of tax — — — 6.8 — 6.8

1 unchanged sentence

Issuances of common stock under stock plans 1.1 — 11.1 — — 11.1

Balance at March 31, 2023

Balance at June 30, 2023

97.6 $ 0.1 $ 2,241.9 $ ( 1.1 ) $ ( 387.9 ) $ 1,853.0

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions) 2024 2023

Cash flows from operating activities:

Net income (loss) $ 43.4 $ ( 76.6 )

Adjustments to reconcile net income (loss) to net cash from operating activities:

$ 108.4 $ 18.9

Adjustments to reconcile net income to net cash from operating activities:

Stock-based compensation expense 87.6 108.4

Charges associated with convertible senior notes

Impairment charges associated with leased properties 14.0 —

Depreciation 11.7 8.3

13 unchanged sentences

Sales and maturities of debt securities available-for-sale 451.4 408.6

Purchases of equity investments — ( 31.3 )

Purchases of equity securities — ( 31.3 )

Capital expenditures ( 22.8 ) ( 15.3 )

2 unchanged sentences

Issuances of common stock under benefit plans 85.7 11.1

Payments to settle convertible senior notes

Cash flows from financing activities ( 223.1 ) 11.1

4 unchanged sentences

Non-cash capital expenditures $ 3.3 $ 0.8

Right-of-use assets acquired through operating leases $ 9.0 $ 1.8

Cash paid for interest $ 1.6 $ 1.9

Cash paid for income taxes $ 92.8 $ 3.4

18 unchanged sentences

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2023-07.

We are currently evaluating the impact that adoption of ASU 2023-07 will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2023-09.

We are currently evaluating the impact that adoption of ASU 2023-09 will have on our financial statement disclosures.

Collaboration and License Agreements

5 unchanged sentences

Under the terms of the agreement, Nxera may be entitled to receive potential future payments of up to $ 2.6 billion upon the achievement of certain event-based milestones and would be entitled to receive royalties on the future net sales of any collaboration product.

In connection with the successful completion of a long-term toxicity program for NBI-1117568 in April 2024, we paid Nxera a milestone of $ 15.0 million, which was expensed as research and development (R&D) in the second quarter of 2024.

NBI-1117568 is a first-in-class, orally active, highly selective investigational M4 agonist in Phase 2 development as a potential treatment for schizophrenia.

Unless earlier terminated, the agreement will continue on a licensed product-by-licensed product and country-by-country basis until the date on which the royalty term for such licensed product has expired in such country.

12 unchanged sentences

Under the terms of the agreement, Takeda may be entitled to receive potential future payments of up to $ 1.9 billion upon the achievement of certain event-based milestones and would be entitled to receive royalties on the future net sales of any royalty-bearing product.

In connection with the initiation of a Phase 2 clinical study for NBI-1070770 as a potential treatment for major depressive disorder in April 2024, we paid Takeda a milestone of $ 7.5 million, which was expensed as R&D in the second quarter of 2024.

Unless earlier terminated, the agreement will continue on a licensed product-by-licensed product and country-by-country basis until the date on which, (i) for any royalty-bearing product, the royalty term has expired in such country;

32 unchanged sentences

The 2019 Voyager Shares were recorded at a fair value of $ 54.7 million after considering Voyager’s stock price and certain transfer restrictions that were applicable to the shares on the measurement date.

In connection with the selection of a development candidate under the FA program pursuant to our collaboration with Voyager in February 2024, we paid Voyager a milestone of $ 5.0 million, which was expensed as research and development in the first quarter of 2024.

Under the terms of the 2019 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 1.3 billion upon the achievement of certain event-based milestones and would be entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

13 unchanged sentences

In connection with the 2023 Voyager Agreement, we paid Voyager $ 175.0 million upfront, including a purchase of approximately 4.4 million shares (at $ 8.88 per share) of Voyager common stock (the 2023 Voyager Shares), which are subject to certain transfer, beneficial ownership, and voting restrictions for a period of up to three years from the effective date of the 2023 Voyager Agreement.

We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business.

In addition, as part of the collaboration, Jude Onyia, Ph.D., Chief Scientific Officer of Neurocrine Biosciences, was appointed to Voyager's board of directors.

4 unchanged sentences

The remaining $ 143.9 million of the purchase price, which includes certain transaction-related costs, was expensed as in-process research and development in the first quarter of 2023 as the license had no foreseeable alternative future use.

We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business.

We recognized unrealized gains of $ 7.5 million and $ 9.3 million, respectively, on our equity investment in Voyager for the first quarter of 2024 and 2023.

As of March 31, 2024, the fair value (Level 1) of our equity investment in Voyager was $ 79.8 million.

We recognized unrealized losses of $ 12.0 million and $ 4.5 million, respectively, for the second quarter and first six months of 2024 and unrealized gains of $ 32.1 million and $ 41.3 million, respectively, for the second quarter and first six months of 2023 on our equity investment in Voyager.

As of June 30, 2024, the fair value (Level 1) of our equity investment in Voyager was $ 67.8 million.

In connection with the selection of a development candidate under the GBA1 program pursuant to our collaboration with Voyager in April 2024, we paid Voyager a milestone of $ 3.0 million, which was expensed as R&D in the second quarter of 2024.

Under the terms of the 2023 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 6.1 billion upon the achievement of certain event-based milestones and would be entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

16 unchanged sentences

for the treatment of heavy menstrual bleeding due to uterine fibroids in June 2020.

We receive royalties at tiered percentage rates on AbbVie net sales of elagolix and recognized elagolix royalty revenue of $ 3.0 million and $ 3.7 million, respectively, for the first quarter of 2024 and 2023.

We receive royalties at tiered percentage rates on AbbVie net sales of elagolix and recognized elagolix royalty revenue of $ 3.5 million and $ 4.2 million, respectively, for the second quarter of 2024 and 2023 and $ 6.5 million and $ 7.9 million, respectively, for the first six months of 2024 and 2023.

Under the terms of our license agreement with AbbVie, we may be entitled to receive potential future payments of up to $ 366.0 million upon the achievement of certain event-based milestones and are entitled to receive royalties at tiered percentage rates on future AbbVie net sales of elagolix for the longer of 10 years or the life of the related patent rights.

20 unchanged sentences

These investments are of high credit quality, and we do not intend to sell these investments and it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis.

No allowance for credit losses was recognized as of March 31, 2024 or December 31, 2023.

The following table presents debt securities available-for-sale that were in an unrealized loss position as of March 31, 2024, aggregated by major security type and length of time in a continuous loss position.

No allowance for credit losses was recognized as of June 30, 2024 or December 31, 2023.

The following table presents debt securities available-for-sale that were in an unrealized loss position as of June 30, 2024, aggregated by major security type and length of time in a continuous loss position.

Less Than 12 Months 12 Months or Longer Total

13 unchanged sentences

Securities of government-sponsored entities $ 214.6 $ ( 0.2 ) $ 16.7 $ ( 0.4 ) $ 231.3 $ ( 0.6 )

Accrued interest receivables on debt securities available-for-sale totaled $ 12.6 million and $ 11.2 million, respectively, as of March 31, 2024 and December 31, 2023.

Accrued interest receivables on debt securities available-for-sale totaled $ 12.6 million and $ 11.2 million, respectively, as of June 30, 2024 and December 31, 2023.

We do not measure an allowance for credit losses for accrued interest receivables.

1 unchanged sentence

Uncollectible accrued interest receivables associated with an impaired debt security are reversed against interest income upon identification of the impairment.

No accrued interest receivables were written off during the first three months of 2024 or 2023.

No accrued interest receivables were written off during the first six months of 2024 or 2023.

Fair Value Measurements

17 unchanged sentences

Inventory consisted of the following:

(in millions) March 31,

(in millions) June 30,

2024 December 31,

7 unchanged sentences

Accounts payable and accrued liabilities consisted of the following:

(in millions) March 31,

(in millions) June 30,

2024 December 31,

3 unchanged sentences

Accrued development costs 34.7 44.3

Current income taxes payable

Accounts payable and other accrued liabilities 107.2 133.3

1 unchanged sentence

Other noncurrent liabilities consisted of the following:

(in millions) March 31,

(in millions) June 30,

2024 December 31,

4 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.

(in millions) March 31,

2024 March 31,

(in millions) June 30,

2024 June 30,

Cash and cash equivalents $ 139.7 $ 160.2

7 unchanged sentences

Foreign currency translation adjustments ( 0.1 )

Balance as of March 31, 2024

The following table presents information relating to our recognized intangible assets as of March 31, 2024.

Balance as of June 30, 2024

The following table presents information relating to our recognized intangible assets.

2024 December 31,

(dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net

Carrying Amount Gross Carrying Amount Accumulated Amortization Net

Carrying Amount

2 unchanged sentences

Total intangible assets, net $ 33.5 $ 35.5

The following table presents approximate future annual amortization expense for our finite-lived intangible assets as of March 31, 2024.

The following table presents approximate future annual amortization expense for our finite-lived intangible assets as of June 30, 2024.

(in millions) Amount

5 unchanged sentences

The following table presents supplemental operating lease information for operating leases that have commenced.

Three Months Ended

Six Months Ended

(in millions, except weighted average data) 2024 2023

3 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities $ 15.0 $ 8.8

2024 March 31,

2024 June 30,

Weighted average remaining lease term

2 unchanged sentences

Restricted cash related to letters of credit issued in lieu of cash security deposits $ 7.8 $ 7.8

The following table presents approximate future non-cancelable minimum lease payments under operating leases and sublease income as of March 31, 2024.

The following table presents approximate future non-cancelable minimum lease payments under operating leases and sublease income as of June 30, 2024.

(in millions) Operating

8 unchanged sentences

_________________________

(1) Amounts presented in the table above exclude $ 15.4 million for 2025, $ 23.6 million for 2026, $ 24.3 million for 2027, $ 25.1 million for 2028 and $ 223.5 million thereafter of approximate non-cancelable future minimum lease payments under operating leases related to our new campus facility that have not yet commenced.

(1) Amounts presented in the table above exclude $ 5.6 million for 2025, $ 22.6 million for 2026, $ 23.3 million for 2027, $ 24.0 million for 2028 and $ 214.4 million thereafter of approximate non-cancelable future minimum lease payments under an operating lease related to our new campus facility that has not yet commenced.

New Campus Facility.

On February 8, 2022, we entered into a lease agreement for a four-building campus facility to be constructed in San Diego, California, including a six-year option for the construction of a fifth building.

On February 8, 2022, we entered into a lease agreement for a four-building campus facility currently under construction in San Diego, California, including a six-year option for the construction of a fifth building.

This campus facility, comprised of office space and research and development laboratories, now serves as our corporate headquarters.

1 unchanged sentence

The first phase of construction, consisting of two buildings relating to office space, was completed in December 2023 and resulted in the recognition of ROU assets and operating lease liabilities totaling $ 199.0 million and $ 189.8 million, respectively.

As we begin to occupy our new campus facility, we will sublease certain of our existing leased premises when we determine there is excess leased capacity.

As we continue to occupy our new campus facility, certain of our existing leased properties will be marketed for sublease when we determine there is excess leased capacity.

Certain of these subleases contain both lease and non-lease components.

1 unchanged sentence

Income related to non-lease components is recognized in operating expenses as a reduction to costs we incur in relation to the primary lease.

Further, ROU assets are reviewed for impairment when indicators of impairment are present.

Impairment of ROU Assets.

ROU assets are reviewed for impairment when indicators of impairment are present.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities.

An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

Corporate ROU assets identified for sublease in connection with excess leased capacity are tested for impairment individually when the cash flows related to the ROU asset are determined to be independent from the cash flows of other assets and liabilities.

Corporate ROU assets that are actively being marketed for sublease in connection with excess leased capacity are tested for impairment individually when the cash flows related to the ROU asset are determined to be independent from the cash flows of other assets and liabilities.

Corporate ROU assets are otherwise tested for impairment on a consolidated level with consideration given to all cash flows of the company as corporate functions do not generate cash flows and are funded by revenue-producing activities at lower levels of the entity.

In the second quarter of 2024, we reassessed the asset groupings for corporate ROU assets that are actively being marketed for sublease in connection with leased office space that has been vacated as we continue to occupy our new campus facility.

For asset groups where impairment was triggered, we used discounted cash flow models (an income approach) with Level 3 inputs to estimate the fair values of the asset groups and recognized corresponding impairment charges totaling $ 14.0 million in the second quarter of 2024, of which $ 11.3 million and $ 2.7 million, respectively, was related to the ROU assets and tenant improvements associated with the underlying leased properties.

The significant assumptions used in the discounted cash flows models included projected sublease income over the remaining lease term, expected downtime prior to the commencement of executed or future subleases, and discount rates that reflected a market participant's assumptions in valuing the asset groups.

Convertible Senior Notes

On May 2, 2017, we completed a private placement of $ 517.5 million in aggregate principal amount of 2.25 % fixed-rate convertible senior notes due May 15, 2024, or the 2024 Notes, and entered into the 2017 Indenture with respect to the 2024 Notes.

Interest on the 2024 Notes is due semi-annually on May 15 and November 15 of each year.

In 2020, we repurchased $ 136.2 million aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 186.9 million in cash.

In 2022, we repurchased $ 210.8 million aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 279.0 million in cash.

On May 2, 2017, we completed a private placement of $ 517.5 million in aggregate principal amount of 2.25 % fixed-rate convertible senior notes due May 15, 2024 (the 2024 Notes) and entered into the 2017 Indenture with respect to the 2024 Notes.

Interest on the 2024 Notes was due semi-annually on May 15 and November 15 of each year.

In 2020, we repurchased $ 136.2 million in aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 186.9 million in cash.

In 2022, we repurchased $ 210.8 million in aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 279.0 million in cash.

On or after January 15, 2024, holders of the 2024 Notes had the ability to convert the 2024 Notes at any time until the close of business on the scheduled trading day immediately preceding May 15, 2024.

In January 2024, we provided notice to the holders of the 2024 Notes electing to settle all conversions of the 2024 Notes which occur on or after January 15, 2024 in cash.

Consequently, the embedded conversion option of the 2024 Notes (the conversion feature) required bifurcation and separate accounting from the 2024 Notes as it no longer qualified for the equity scope exception under ASC 815.

Upon bifurcation of the conversion feature, we recorded a derivative liability at a fair value of $ 126.6 million (Level 3) and a corresponding debt discount that will be accreted over the remaining term of the 2024 Notes using the straight-line method.

Subsequent changes in the fair value of the derivative liability and accretion of the debt discount will be recorded in other income (expense), net in our condensed consolidated statements of operations.

The following table presents a reconciliation of the beginning and ending balances for the derivative liability measured at fair value using significant unobservable inputs (Level 3).

(in millions) Amount

Balance as of December 31, 2023

Initial fair value

Change in fair value

Balance as of March 31, 2024

The following table presents a summary of charges recognized in connection with the bifurcation of the conversion feature of the 2024 Notes in the first quarter of 2024.

Upon bifurcation of the conversion feature, we recorded a derivative liability at a fair value of $ 126.6 million (Level 3) and a corresponding debt discount that was accreted over the remaining term of the 2024 Notes using the straight-line method.

Subsequent changes in the fair value of the derivative liability and accretion of the associated debt discount were recorded in other income (expense), net in our condensed consolidated statements of income.

During the second quarter of 2024, holders of the 2024 Notes converted $ 169.8 million in aggregate principal amount of the 2024 Notes for $ 308.2 million in cash, reflecting a conversion premium of $ 138.4 million calculated based on the per share volume-weighted average price (VWAP) for each of the 30 consecutive trading days during the observation period (as more fully described in the 2017 Indenture).

The 2024 Notes were settled in full upon maturity on May 15, 2024.

The following table presents a summary of charges recognized in connection with the bifurcation of the conversion feature of the 2024 Notes and conversions of the 2024 Notes by holders during the first six months of 2024.

(in millions) Amount

Accretion of debt discount

Change in fair value

Accretion of debt discount associated with derivative liability $ 126.6

Change in fair value of derivative liability 9.6

Loss on extinguishment of convertible senior notes 2.2

Charges associated with convertible senior notes

The following table presents a summary of the 2024 Notes as of March 31, 2024.

Amount Unamortized Debt Net Carrying

Amount Fair Value

(in millions) Issuance Costs Discount Amount Leveling

Convertible senior notes

$ 170.4 $ ( 0.1 ) $ ( 47.5 ) $ 122.8 $ 309.5 Level 2

The following table presents a summary of the 2024 Notes as of December 31, 2023.

Amount Unamortized Debt Net Carrying

Amount Fair Value

(in millions) Issuance Costs Discount Amount Leveling

Convertible senior notes

$ 170.4 $ ( 0.3 ) $ — $ 170.1 $ 295.7 Level 2

The initial conversion rate for the 2024 Notes, which is subject to adjustment in some events (as provided for in the 2017 Indenture), is 13.1711 shares of common stock per $ 1,000 principal amount and equivalent to an initial conversion price of approximately $ 75.92 per share, reflecting a conversion premium of approximately 42.5 % above the closing price of $ 53.28 per share of our common stock on April 26, 2017.

On or after May 15, 2021, we had the ability to redeem for cash all or part of the 2024 Notes if the last reported sale price (as defined in the 2017 Indenture) of our common stock had been at least 130 % of the conversion price then in effect (equal to $ 98.70 as of March 31, 2024) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the trading day immediately before the date which we provide a notice of redemption.

Holders of the 2024 Notes may convert the 2024 Notes at any time prior to the close of business on the business day immediately preceding May 15, 2024, only under the following circumstances:

(i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130 % of the conversion price (equal to $ 98.70 as of March 31, 2024) on each applicable trading day;

(ii) during the five business-day period immediately after any five consecutive trading-day period (the measurement period) in which the trading price (as defined in the 2017 Indenture) per $ 1,000 principal amount of the 2024 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

(iii) upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of our assets;

(iv) if we call the 2024 Notes for redemption, until the close of business on the business day immediately preceding the redemption date.

Until the close of business on the scheduled trading day immediately preceding May 15, 2024, holders of the 2024 Notes may convert the 2024 Notes at any time.

Upon conversion, holders of the 2024 Notes will receive the principal amount of their 2024 Notes and any conversion premium, calculated based on the per share volume-weighted average price (VWAP) for each of the 30 consecutive trading days during the observation period (as more fully described in the 2017 Indenture), in cash.

If we undergo a fundamental change (as defined in the 2017 Indenture), subject to certain conditions, holders of the 2024 Notes may require us to repurchase for cash all or part of their 2024 Notes at a repurchase price equal to 100 % of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In addition, if a make-whole fundamental change (as defined in the 2017 Indenture) occurs prior to January 15, 2024, we would, in certain circumstances, increase the conversion rate for a holder who elects to convert their notes in connection with the make-whole fundamental change.

The 2024 Notes are our general unsecured obligations that rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2024 Notes, and equal in right of payment to our unsecured indebtedness.

The 2024 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by us.

The 2017 Indenture contains customary events of default with respect to the 2024 Notes, including that upon certain events of default, 100 % of the principal and accrued and unpaid interest on the 2024 Notes will automatically become due and payable.

Earnings (Loss) per Share

Earnings (loss) per share were calculated as follows:

Earnings per Share

Earnings per share were calculated as follows:

Three Months Ended

June 30, Six Months Ended

(in millions, except per share data) 2024 2023 2024 2023

Net income (loss) - basic and diluted $ 43.4 $ ( 76.6 )

Net income - basic and diluted $ 65.0 $ 95.5 $ 108.4 $ 18.9

Weighted-average common shares outstanding:

2 unchanged sentences

Diluted 103.9 100.2 103.8 100.3

Earnings (loss) per share:

Earnings per share:

Basic $ 0.64 $ 0.98 $ 1.08 $ 0.19

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements