Forward-Looking Information



The following discussion of our financial condition and results of operations
should be read in conjunction with our condensed consolidated financial
statements and the notes to those financial statements appearing elsewhere in
this Quarterly Report on Form 10-Q and the audited consolidated financial
statements and notes thereto included in our Annual Report on Form 10-K for the
year ended December 31, 2021, which was filed with the Securities and Exchange
Commission on February 18, 2022, or the 2021 Annual Report on Form 10-K. This
discussion contains forward-looking statements that involve significant risks
and uncertainties. As a result of many factors, such as those set forth under
"Note Regarding Forward-Looking Statements" in this Quarterly Report on Form
10-Q and under "Part I, Item 1A-Risk Factors" in our 2021 Annual Report on Form
10-K, our actual results may differ materially from those anticipated in these
forward-looking statements.

Overview


We are a gastrointestinal, or GI, healthcare company dedicated to advancing the
treatment of GI diseases and redefining the standard of care for GI patients. We
are focused on the development and commercialization of innovative GI product
opportunities in areas of significant unmet need, leveraging our demonstrated
expertise and capabilities in GI diseases.

LINZESS® (linaclotide), our commercial product, is the first product approved by
the United States Food and Drug Administration, or U.S. FDA, in a class of GI
medicines called guanylate cyclase type C agonists, or GC-C agonists, and is
indicated for adult men and women suffering from irritable bowel syndrome with
constipation, or IBS-C, or chronic idiopathic constipation, or CIC. LINZESS is
available to adult men and women suffering from IBS-C or CIC in the United
States, or the U.S., and Mexico and to adult men and women suffering from IBS-C
in Japan and China. Linaclotide is available under the trademarked name
CONSTELLA® to adult men and women suffering from IBS-C or CIC in Canada, and to
adult men and women suffering from IBS-C in certain European countries.

We have strategic partnerships with leading pharmaceutical companies to support
the development and commercialization of linaclotide throughout the world,
including with AbbVie Inc. (together with its affiliates), or AbbVie, in the
U.S. and all countries worldwide other than China (including Hong Kong and
Macau) and Japan, AstraZeneca AB (together with its affiliates), or AstraZeneca,
in China (including Hong Kong and Macau) and Astellas Pharma Inc., or Astellas,
in Japan.

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We also aim to leverage our leading capabilities in GI to bring additional
treatment options to GI patients; for example, in November 2021, we entered into
a collaboration and license option agreement, or the COUR Collaboration
Agreement, with COUR Pharmaceutical Development Company, Inc., or COUR, which
grants us an option to acquire an exclusive license to research, develop,
manufacture and commercialize, in the U.S., products containing CNP-104, a
tolerizing immune modifying nanoparticle, for the treatment of primary biliary
cholangitis, or PBC. We are also advancing IW-3300, a GC-C agonist, for the
potential treatment of visceral pain conditions, such as interstitial
cystitis/bladder pain syndrome, or IC/BPS, and endometriosis.

To date, we have dedicated a majority of our activities to the research,
development and commercialization of linaclotide, as well as to the research and
development of our other product candidates. Prior to the year ended December
31, 2019, we incurred net losses in each year since our inception in 1998. We
have generated net income in each year thereafter. For the three and six months
ended June 30, 2022, we recorded net income of $37.1 million and $75.9 million,
respectively. For the three and six months ended June 30, 2021, we recorded net
income of $391.3 million and $431.2 million, respectively. As of June 30, 2022,
we had an accumulated deficit of $795.6 million. We are unable to predict the
extent of any future losses or guarantee that our company will be able to
maintain positive cash flows.

We were incorporated in Delaware on January 5, 1998 as Microbia, Inc. On April 7, 2008, we changed our name to Ironwood Pharmaceuticals, Inc. We operate in one reportable business segment-human therapeutics.

Financial Operations Overview

Revenues. Our revenues are generated primarily through our collaborative arrangements and license agreements related to research and development and commercialization of linaclotide.


The majority of our revenues are generated from the sales of LINZESS in the U.S.
We record our share of the net profits and losses from the sales of LINZESS in
the U.S. less commercial expenses on a net basis and present the settlement
payments to and from AbbVie as collaboration expense or collaborative
arrangements revenue, as applicable. Net profits or losses consist of net sales
to third-party customers and sublicense income in the U.S. less the cost of
goods sold as well as selling, general and administrative expenses. Although we
expect net sales to increase over time, the settlement payments between AbbVie
and us, resulting in collaborative arrangements revenue or collaboration
expense, are subject to fluctuation based on the ratio of selling, general and
administrative expenses incurred by each party. In addition, our collaborative
arrangements revenue may fluctuate as a result of the timing and amount of
license fees and clinical and commercial milestones received and recognized
under our current and future strategic partnerships as well as timing and amount
of royalties from the sales of linaclotide in the European, Canadian, Mexican,
Japanese or Chinese markets or any other markets where linaclotide receives
approval and is commercialized.

Research and Development Expense. The core of our research and development
strategy is to leverage our demonstrated expertise and capabilities in GI
diseases to bring multiple medicines to patients. Research and development
expense consists of expenses incurred in connection with the research into and
development of products and product candidates. These expenses consist primarily
of compensation, benefits and other employee-related expenses, research and
development related facility costs, third-party contract costs relating to
nonclinical study and clinical trial activities, development of manufacturing
processes, regulatory registration of third-party manufacturing facilities, and
licensing fees for our product candidates. Research and development expenses
include amounts owed to AbbVie in connection with our collaboration agreement.

Linaclotide. Our commercial product, LINZESS, is commercially available in the
U.S. for the treatment of IBS-C or CIC in adults. Linaclotide is also available
to adult men and women suffering from IBS-C or CIC in certain countries of the
world, including China, Japan, and in a number of E.U. countries.

We and AbbVie continue to explore ways to enhance the clinical profile of
LINZESS by studying linaclotide in additional indications, populations and
formulations to assess its potential to treat various conditions. In September
2020, based on the Phase IIIb data of linaclotide 290 mcg on the overall
abdominal symptoms of bloating pain and discomfort in adult patients with IBS-C,
the U.S. FDA approved our Supplemental New Drug Application to include a more
comprehensive description of the effects of LINZESS in its approved label.

In connection with the U.S. FDA approval of LINZESS, we were required to conduct
certain nonclinical and clinical studies including those aimed at further
understanding the safety profile of linaclotide. We and AbbVie completed
additional studies and determined that: (a) orally administered linaclotide was
not detected in breast milk, (b)

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there is little or no evidence of any potential for antibodies to be developed
to linaclotide, and (c) there were no signs or symptoms of an immunogenic
response to linaclotide. The results observed do not alter the known safety
profile for linaclotide based on the clinical studies and post-marketing
experience to-date. In addition, we and AbbVie have established a nonclinical
and clinical post-marketing plan with the U.S. FDA to understand the safety and
efficacy of LINZESS in pediatric patients. In August 2021, the U.S. FDA approved
a revised label for LINZESS based on clinical safety data that had been
generated thus far in pediatric studies. The updated label modified the boxed
warning for risk of serious dehydration and contraindication against use in
children to those less than two years of age. The boxed warning and
contraindication previously applied to all children less than 18 years of age
and less than 6 years of age, respectively. The safety and effectiveness of
LINZESS in patients less than 18 years of age have not been established.
Clinical pediatric programs in IBS-C and functional constipation are ongoing.

IW-3718. We were developing IW-3718, a gastric retentive formulation of a bile
acid sequestrant, for the potential treatment of refractory gastroesophageal
reflux disease, or refractory GERD. In September 2020, we announced that one of
our two identical Phase III trials evaluating IW-3718 in refractory GERD did not
meet the pre-specified criteria associated with a planned early efficacy
assessment and, based on these findings, we discontinued development of IW-3718.

IW-3300. We are developing IW-3300, a GC-C agonist, for the potential treatment
of visceral pain conditions, including interstitial cystitis/bladder pain
syndrome and endometriosis. IC/BPS affects an estimated 4 to 12 million people
in the U.S., according to the Interstitial Cystitis Association. An estimated 4
million reproductive-age women in the U.S. have been diagnosed with
endometriosis, according to a study published in Gynecologic and Obstetric
Investigation. Both diseases have a limited number of treatment options
available. We successfully completed Phase I studies to evaluate the safety and
tolerability of IW-3300 in healthy volunteers and expect to initiate a Phase 2
proof of concept study in IC/BPS patients by the end of 2022.

CNP-104. Through the COUR Collaboration Agreement, we and COUR are developing
CNP-104 for the treatment of PBC, a rare autoimmune disease targeting the liver
that affects an estimated 133,000 people in the U.S., according to a study
published in Gastroenterology in 2000. If successful, CNP-104 has the potential
to be the first approved PBC disease modifying therapy. In December 2021, COUR
received U.S. Fast Track Designation. COUR has initiated a clinical study for
CNP-104 to evaluate the safety, tolerability, pharmacodynamic effects and
efficacy of CNP-104 in PBC patients, with a data readout estimated in 2023.

Early research and development. Our early research and development efforts have
been focused on supporting our development stage GI programs, including
exploring strategic options for further development of certain of our internal
programs, as well as evaluating external development-stage GI programs.

The following table sets forth our research and development expenses related to
our product pipeline for the three and six months ended June 30, 2022 and 2021,
respectively. These expenses relate primarily to compensation, benefits and
other employee-related expenses and external costs associated with nonclinical
studies and clinical trial costs for our product candidates. We allocate costs
related to facilities, depreciation, share-based compensation, research and
development support services and certain other costs directly to programs.


                                             Three Months Ended        Six Months Ended
                                                 June 30,                 June 30,
                                              2022         2021        2022        2021

                                               (in thousands)           (in thousands)
Linaclotide(1)                             $    4,052    $  5,184    $  8,649    $ 10,550
IW-3718                                           191       2,040         344       7,304
IW-3300                                         4,703           -       8,153           -
CNP-104                                           182           -         317           -
Early research and development                  2,324       4,939       

4,811 9,793 Total research and development expenses $ 11,452 $ 12,163 $ 22,274 $ 27,647

(1) Includes linaclotide in all indications, populations and formulations.


The lengthy process of securing regulatory approvals for new drugs requires the
expenditure of substantial resources. Any failure by us to obtain, or any delay
in obtaining, regulatory approvals would materially adversely affect our product
development efforts and our business overall.

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Given the inherent uncertainties that come with the development of
pharmaceutical products, we cannot estimate with any degree of certainty how our
programs will evolve, and therefore the amount of time or money that would be
required to obtain regulatory approval to market them.

As a result of these uncertainties surrounding the timing and outcome of any
approvals, we are currently unable to estimate precisely when, if ever,
linaclotide's utility will be expanded within its currently approved
indications; if or when linaclotide will be developed outside of its current
markets, indications, populations or formulations; or when, if ever, any of our
other product candidates will generate revenues and cash flows.

We invest carefully in our pipeline, and the commitment of funding for each
subsequent stage of our development programs is dependent upon the receipt of
clear, supportive data. In addition, we intend to access externally discovered
drug candidates that fit within our core strategy. In evaluating these potential
assets, we apply the same investment criteria as those used for investments in
internally discovered assets.

The successful development of our product candidates is highly uncertain and subject to a number of risks including, but not limited to:

? The duration of clinical trials may vary substantially according to the type,

complexity and novelty of the product candidate;

The U.S. FDA and comparable agencies in foreign countries impose substantial

and varying requirements on the introduction of therapeutic pharmaceutical

? products, typically requiring lengthy and detailed laboratory and clinical

testing procedures, sampling activities and other costly and time-consuming

procedures;

Data obtained from nonclinical and clinical activities at any step in the

testing process may be adverse and lead to discontinuation or redirection of

? development activity. Data obtained from these activities also are susceptible

to varying interpretations, which could delay, limit or prevent regulatory

approval;

The duration and cost of early research and development, including nonclinical

? studies and clinical trials, may vary significantly over the life of a product

candidate and are difficult to predict;

The costs, timing and outcome of regulatory review of a product candidate may

? not be favorable, and, even if approved, a product may face post-approval

development and regulatory requirements;

There may be substantial costs, delays and difficulties in successfully

? integrating externally developed product candidates into our business

operations; and

? The emergence of competing technologies and products and other adverse market

developments may negatively impact us.




As a result of the factors discussed above, as well as the factors discussed
under "Note Regarding Forward-Looking Statements" in this Quarterly Report on
Form 10-Q and under "Part I, Item 1A - Risk Factors" in our 2021 Annual Report
on Form 10-K, we are unable to determine the duration and costs to complete
current or future nonclinical and clinical stages of our product candidates or
when, or to what extent, we will generate revenues from the commercialization
and sale of our product candidates. Development timelines, probability of
success and development costs vary widely. We anticipate that we will make
determinations as to which additional programs to pursue and how much funding to
direct to each program on an ongoing basis in response to the data of each
product candidate, the competitive landscape and ongoing assessments of such
product candidate's commercial potential.

We expect to invest in our development programs for the foreseeable future. We
will continue to invest in linaclotide, including the investigation of ways to
enhance the clinical profile within its currently approved indications, and the
exploration of its potential utility in other indications, populations and
formulations. We will continue to invest in our GI-focused product candidates as
we advance them through pre-clinical and clinical trials, in addition to funding
research and development activities under our external collaboration and license
agreements.

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Selling, General and Administrative Expense. Selling, general and administrative
expense consists primarily of compensation, benefits and other employee-related
expenses for personnel in our administrative, finance, legal, information
technology, business development, commercial, sales, marketing, communications
and human resource functions. Other costs include legal costs of pursuing patent
protection of our intellectual property, general and administrative related
facility costs, insurance costs and professional fees for accounting, tax,
consulting, legal and other services. As we continue to invest in the
commercialization of LINZESS, we expect our selling, general and administrative
expenses will be substantial for the foreseeable future.

We include AbbVie's collaboration-related commercial costs, expenses, and other
discounts in the calculation of the net profits and net losses from the sale of
LINZESS in the U.S. and present the net payment to or from AbbVie as
collaboration expense or collaborative arrangements revenue, respectively.

Restructuring Expenses. Restructuring expenses pertain to a workforce reduction
and restructuring initiative and are more fully described in Note 17, Workforce
Reductions and Restructuring, to our consolidated financial statements in our
2021 Annual Report on Form 10-K.

Interest Expense. Interest expense consists primarily of cash and non-cash
interest costs related to our convertible senior notes. Prior to the adoption of
ASU 2020-06 on January 1, 2022, non-cash interest expense consisted of
amortization of the debt discount and debt issuance costs. Following the
adoption of ASU 2020-06 on January 1, 2022, non-cash interest expense consists
solely of amortization of the debt issuance costs. The adoption of ASU 2020-06
is more fully described in Note 2, Summary of Significant Accounting Policies,
to our condensed consolidated financial statements appearing elsewhere in this
Quarterly Report on Form 10-Q.

Interest and Investment Income. Interest and investment income consists of interest earned on our cash and cash equivalents, as well as significant financing components of payments due from collaboration partners.



Gain (Loss) on Derivatives. In June 2015, we issued 2.25% Convertible Senior
Notes due June 15, 2022, or the 2022 Convertible Notes, and in August 2019, we
issued 0.75% Convertible Senior Notes due 2024, or the 2024 Convertible Notes,
and 1.50% Convertible Senior Notes due 2026, or the 2026 Convertible Notes
(together with the 2022 Convertible Notes and the 2024 Convertible Notes, the
Convertible Senior Notes). In connection with the issuance of our 2022
Convertible Notes, we entered into convertible note hedge transactions, or the
Convertible Note Hedges, and separate note hedge warrant transactions, or the
Note Hedge Warrants, with certain financial institutions. Gain (loss) on
derivatives consists of the change in fair value of the Convertible Note Hedges
and Note Hedge Warrants, which are recorded at fair value at each reporting date
and changes in fair value are recorded in our condensed consolidated statements
of income. The Convertible Note Hedges and Note Hedge Warrants are more fully
described in Note 8, Notes Payable, to our condensed consolidated financial
statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Income Taxes. We prepare our income tax provision based on our interpretation of
the income tax accounting rules and each jurisdiction's enacted tax laws and
regulations and record our income tax provision by applying our estimated annual
effective tax rate to year-to-date pre-tax income, plus adjustments for
significant unusual or infrequently occurring items.

Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations
is based upon our condensed consolidated financial statements prepared in
accordance with U.S. generally accepted accounting principles. The preparation
of these financial statements requires us to make certain estimates and
assumptions that may affect the reported amounts of assets and liabilities and
disclosure of assets and liabilities at the date of the condensed consolidated
financial statements, and the amounts of revenues and expenses during the
reported periods. We base our estimates on our historical experience and on
various other assumptions that are believed to be reasonable, the results of
which form the basis for making judgments about the carrying values of assets
and liabilities. Actual results may differ materially from our estimates under
different assumptions or conditions. Changes in estimates are reflected in
reported results in the period in which they become known.

During the three and six months ended June 30, 2022, there were no material changes to our critical accounting policies as reported in our 2021 Annual Report on Form 10-K.



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Results of Operations

The following discussion summarizes the key factors our management believes are
necessary for an understanding of our condensed consolidated financial
statements.

                                                    Three Months Ended           Six Months Ended
                                                        June 30,                    June 30,
                                                    2022          2021          2022          2021

                                                      (in thousands)              (in thousands)
Revenues:

Collaborative arrangements revenue               $   97,231    $  103,386    $  194,760    $  192,051
Sale of active pharmaceutical ingredient                  -           645  

          -           825
Total revenues                                       97,231       104,031       194,760       192,876
Operating expenses:
Research and development                             11,452        12,163        22,274        27,647

Selling, general and administrative                  30,124        27,052  

     58,985        54,704
Restructuring expenses                                    -         (282)             -            29
Total operating expenses                             41,576        38,933        81,259        82,380
Income from operations                               55,655        65,098       113,501       110,496
Other (expense) income:
Interest expense                                    (2,207)       (7,732)       (4,548)      (15,358)

Interest and investment income                        1,018           172  

      1,248           368
Gain (loss) on derivatives                            (681)       (3,166)            49         (776)
Other expense, net                                  (1,870)      (10,726)       (3,251)      (15,766)
Income before income taxes                           53,785        54,372       110,250        94,730
Income tax (expense) benefit                       (16,705)       336,931      (34,369)       336,499
Net income                                       $   37,080    $  391,303    $   75,881    $  431,229


Three and six months ended June 30, 2022 compared to three and six months ended
June 30, 2021

Revenues

                                      Three Months Ended                                Six Months Ended
                                          June 30,                  Change                 June 30,                  Change
                                      2022         2021           $          %         2022         2021          $          %

                                               (dollars in thousands)                          (dollars in thousands)
Revenues:
Collaborative arrangements
revenue                             $  97,231    $ 103,386    $ (6,155)      (6) %   $ 194,760    $ 192,051    $ 2,709        1 %
Sale of active pharmaceutical
ingredient                                  -          645        (645)    (100) %           -          825      (825)    (100) %
Total revenues                      $  97,231    $ 104,031    $ (6,800)      (7) %   $ 194,760    $ 192,876    $ 1,884        1 %


Collaborative Arrangements Revenue. The decrease in collaborative arrangements
revenue of $6.2 million for the three months ended June 30, 2022 compared to the
three months ended June 30, 2021 was primarily related to a $5.9 million
decrease in our share of net profits from the sale of LINZESS in the U.S., which
was driven by decreased net price and inventory fluctuations, partially offset
by increased prescription demand.

The increase in collaborative arrangements revenue of $2.7 million for the six
months ended June 30, 2022 compared to the six months ended June 30, 2021 was
primarily related to a $2.5 million increase in our share of net profits from
the sale of LINZESS in the U.S., which was driven by increased prescription
demand, partially offset by decreased net price.

Sale of Active Pharmaceutical Ingredient. The decrease in sale of active pharmaceutical ingredient of $0.6 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was due to certain non-recurring, insignificant sales during the three months ended June 30, 2021.



The decrease in sale of active pharmaceutical ingredient of $0.8 million for the
six months ended June 30, 2022 compared to the six months ended June 30, 2021
was due to certain non-recurring, insignificant sales during the six months

ended June 30, 2021.

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Operating Expenses

                                         Three Months Ended                             Six Months Ended
                                             June 30,                 Change               June 30,                  Change
                                         2022         2021          $         %         2022        2021          $           %

                                                 (dollars in thousands)                         (dollars in thousands)
Operating expenses:
Research and development               $  11,452     $ 12,163    $ (711)

(6) % $ 22,274 $ 27,647 $ (5,373) (19) % Selling, general and administrative 30,124 27,052 3,072

11 % 58,985 54,704 4,281 8 % Restructuring expenses

                         -        (282)        282    

(100) % - 29 (29) (100) % Total operating expenses

$  41,576    $  38,933    $ 2,643

7 % $ 81,259 $ 82,380 $ (1,121) (1) %


Research and Development Expense. The decrease in research and development
expense of $0.7 million for the three months ended June 30, 2022 compared to the
three months ended June 30, 2021 was primarily related to a decrease of $1.3
million in external development costs related to IW-3718 and a decrease of $1.0
million in linaclotide costs, partially offset by an increase of $1.8 million in
external development costs related to IW-3300.

The decrease in research and development expense of $5.4 million for the six
months ended June 30, 2022 compared to the six months ended June 30, 2021 was
primarily related to a decrease of $5.3 million in external development costs
related to IW-3718 and a decrease of $1.9 million in linaclotide costs,
partially offset by an increase of $2.0 million in external development costs
related to IW-3300.

Selling, General and Administrative Expense. Selling, general and administrative
expenses increased by $3.1 million for the three months ended June 30, 2022
compared to the three months ended June 30, 2021 primarily due to a $1.7 million
increase in compensation, benefits, and other employee-related expenses and a
$0.9 million increase in sales and marketing activities.

Selling, general and administrative expenses increased by $4.3 million for the
six months ended June 30, 2022 compared to the six months ended June 30, 2021
primarily due to a $2.4 million increase in compensation, benefits, and other
employee-related expenses and a $1.7 million increase in sales and marketing
activities.

Restructuring Expenses. Restructuring expenses for each of the three and six months ended June 30, 2021 related to costs associated with the workforce reduction resulting from the discontinuation of IW-3718.

Other (Expense) Income, Net



                                     Three Months Ended                               Six Months Ended
                                          June 30,                Change                  June 30,                  Change
                                     2022          2021          $        %          2022          2021          $           %

                                             (dollars in thousands)                           (dollars in thousands)
Other (expense) income:
Interest expense                   $ (2,207)    $  (7,732)    $ 5,525

(71) % $ (4,548) $ (15,358) $ 10,810 (70) % Interest and investment income 1,018

           172        846     492 %        1,248           368         880      239 %
Gain (loss) on derivatives             (681)       (3,166)      2,485    (78) %           49         (776)         825    (106) %
Total other expense, net           $ (1,870)    $ (10,726)    $ 8,856

(83) % $ (3,251) $ (15,766) $ 12,515 (79) %




Interest Expense. Interest expense decreased by $5.5 million during the three
months ended June 30, 2022 compared to the three months ended June 30, 2021
primarily due to a decrease in non-cash interest expense associated with the
Senior Convertible Notes following the adoption of ASU 2020-06 on January 1,
2022.

Interest expense decreased by $10.8 million during the six months ended June 30,
2022 compared to the six months ended June 30, 2021 primarily due to a decrease
in non-cash interest expense associated with the Senior Convertible Notes
following the adoption of ASU 2020-06 on January 1, 2022.

Interest and Investment Income. Interest and investment income increased by $0.8
million in the three months ended June 30, 2022 compared to the three months
ended June 30, 2021 primarily from an increase in investment interest rates.

Interest and investment income increased by $0.9 million in the six months ended
June 30, 2022 compared to the six months ended June 30, 2021 primarily from an
increase in investment interest rates.

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Gain (Loss) on Derivatives. For the three months ended June 30, 2022, we
recorded a loss on derivatives of $0.7 million resulting from a $1.4 million
decrease in the fair value of the Convertible Note Hedges, which terminated
unexercised upon expiry during June 2022, and a $0.7 million decrease in the
fair value of the Note Hedge Warrants. For the three months ended June 30, 2021,
we recorded a loss on derivatives of $3.2 million resulting from an
insignificant decrease in the fair value of the Convertible Note Hedges and a
$3.1 million increase in the fair value of the Note Hedge Warrants.

For the six months ended June 30, 2022, we recorded a gain on derivatives of an
insignificant amount resulting from a $1.1 million decrease in the fair value of
the Convertible Note Hedges, which terminated unexercised upon expiry during
June 2022, and a $1.2 million decrease in the fair value of the Note Hedge
Warrants. For the six months ended June 30, 2021, we recorded a loss on
derivatives of $0.8 million resulting from a $1.8 million decrease in the fair
value of the Convertible Note Hedges and a $1.0 million decrease in the fair
value of the Note Hedge Warrants.

Income Tax Expense. Income tax expense was recorded during the three and six
months ended June 30, 2022, as compared to an income tax benefit for the three
and six months ended June 30, 2021, due to the release of the valuation
allowance on the majority of net operating losses and other deferred tax assets
during the second quarter of 2021. For the three and the six months ended June
30, 2022, we recorded income tax expense of $16.7 million and $34.4 million,
respectively. Due to our ability to utilize our net operating losses to offset
federal taxable income and taxable income in most states, the majority of our
tax provision will be a non-cash expense until our net operating losses have
been fully utilized.

For the three and six months ended June 30, 2021, we recorded an income tax
benefit of $336.9 million and $336.5 million, respectively, resulting in a
non-cash credit to net income. The income tax benefit primarily pertains to the
discrete income tax benefit of $337.8 million related to the release of the
valuation allowance on the majority of our tax attributes and other deferred tax
assets, partially offset by state income taxes of $0.9 million and $1.3 million
during the three and six months ended June 30, 2021, respectively, in certain
states which have temporarily disallowed or only partially allow the use of net
operating losses to offset taxable income.

Liquidity and Capital Resources



As of June 30, 2022, we had $504.4 million of unrestricted cash and cash
equivalents. Our cash equivalents include amounts held in money market funds and
repurchase agreements. We invest cash in excess of immediate requirements in
accordance with our investment policy, which limits the amounts we may invest in
certain types of investments and requires all investments held by us to be at
least AA- rated, with a remaining final maturity when purchased of less than
twenty-four months, so as to primarily achieve liquidity and capital
preservation objectives.

We anticipate our cash balance and our expected net cash inflows from operations
to allow us to meet our near-term and long-term cash obligations, which are
reflected in our condensed consolidated balance sheets. Our most significant
fixed obligations are debt obligations and lease commitments, for which annual
payments are disclosed in Note 8, Notes Payable, and Note 7, Leases,
respectively, to our financial statements included elsewhere in this Quarterly
Report on Form 10-Q.

We may from time to time seek to retire, redeem or repurchase all or part of our
outstanding debt through cash purchases and/or exchanges, in open market
purchases, privately negotiated transactions, by tender offer or otherwise. Such
repurchases, redemptions or exchanges, if any, of our debt will depend on
prevailing market conditions, liquidity requirements, contractual restrictions
and other factors, and the amounts involved may be material. In June 2022, we
repaid the $120.7 million remaining aggregate principal amount of the 2022
Convertible Notes upon maturity.

In May 2021, our board of directors authorized a program to repurchase up to
$150.0 million of our Class A Common Stock. The program was completed in May
2022 and the repurchased shares were retired. Additional information regarding
the repurchase program is disclosed in Note 10, Share Repurchase Plan, to our
financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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Sources of Liquidity

Until the year ended December 31, 2019, we had incurred losses since our
inception in 1998 and we had an accumulated deficit of $795.6 million as of June
30, 2022. We have financed our operations to date primarily through both the
private sale of our preferred stock and the public sale of our common stock,
debt financings, and cash generated from our operations. As of June 30, 2022,
our debt is comprised of $400.0 million aggregate principal amount of
convertible notes, due at various dates between 2024 and 2026. Refer to Note 8,
Notes Payable, to our condensed consolidated financial statements included
elsewhere in this Quarterly Report on Form 10-Q, for information related to our
debt obligations.

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