NET INCOME (LOSS) PER COMMON SHARE

9 Months Ended

Sep. 30, 2020

Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards, common stock issuable under the Company’s Employee Share Purchase Plan (ESPP), unvested RSUs, common stock held by the NQDC and contingent issuances of common stock related to the Company’s convertible debt.

The following table sets forth the computation of basic and diluted earnings per common share (common shares in

thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net Income (Loss), basic	$	784,803	$	55,036	$	837,001	$	(38,872)
Add: Interest on convertible notes	7,070		937		18,333		—
Net Income (Loss), diluted	$	791,873	$	55,973	$	855,334	$	(38,872)
Denominator:
Weighted-average common shares outstanding, basic	181,142		179,289		180,592		178,873
Effect of dilutive securities:
Options to purchase common stock	1,731		1,560		1,728		—
Common stock issuable under the 2020 notes	3,983		—		3,983		—
Common stock issuable under the 2024 notes	3,970		3,970		3,970		—
Common stock issuable under the 2027 notes	4,365		—		2,373		—
Unvested RSUs	1,926		669		1,765		—
Common stock potentially issuable for ESPP purchases	346		231		337		—
Common shares held by the NQDC	211		205		211		—
Weighted-average common shares outstanding, diluted	197,674		185,924		194,959		178,873
Net Income (Loss) per common share, basic	$	4.33	$	0.31	4.63		(0.22)
Net Income (Loss) per common share, diluted	$	4.01	$	0.30	4.39		(0.22)

In addition to the equity instruments included in the table above, the table below presents potential shares of common stock that were excluded from the computation of diluted earnings per common share as they were anti-dilutive (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
Options to purchase common stock	5,172	5,829	5,175	7,388
Common stock issuable under the 2020 Notes	—	3,983	—	3,983
Common stock issuable under the 2024 Notes	—	—	—	3,970

Unvested RSUs	2,900	3,360	3,060	4,029
Common stock potentially issuable for ESPP purchases	193	222	204	453
Common stock held by the NQDC	—	—	—	205
Total number of potentially issuable shares	8,265	13,394	8,439	20,028

The potential effect of the capped call transactions and potential shares issuable under the 2020 Notes were excluded from the calculation of diluted net income (loss) per share in the three and nine months ended September 30, 2020 and 2019, as the Company’s closing price on September 30, 2020 and 2019 did not exceed the conversion price of $94.15 per share. The Company’s 2020 Notes matured on October 15, 2020 and were settled in cash. The potential effect of the capped call transactions with respect to the 2020 Notes was excluded from the diluted net income (loss) per share as of September 30, 2020.There is no similar capped call transaction associated with the 2024 Notes or the 2027 Notes. See Note 12 – Debt for additional information on the Company’s 2020 Notes and 2027 Notes. Refer to Note 13 - Debt to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for additional information related to the 2024 Notes and details of the capped call transaction.