A Dark Vector Cognition product

Item 1. Financial Statements

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Item 1. Financial Statements

MODERNA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in millions, except per share data)

March 31,December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$3,441$3,205
Investments5,4826,697
Accounts receivable1,1131,385
Inventory732949
Prepaid expenses and other current assets1,3541,195
Total current assets12,12213,431
Investments, non-current7,4428,318
Property, plant and equipment, net2,0182,018
Right-of-use assets, operating leases117121
Deferred tax assets1,262982
Other non-current assets1,164988
Total assets$24,125$25,858
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$389$487
Accrued liabilities1,6132,101
Deferred revenue1,2192,038
Income taxes payable6648
Other current liabilities212249
Total current liabilities3,4994,923
Deferred revenue, non-current673673
Operating lease liabilities, non-current9692
Financing lease liabilities, non-current831912
Other non-current liabilities163135
Total liabilities5,2626,735
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $0.0001; 162 shares authorized as of March 31, 2023 and December 31, 2022; no shares issued or outstanding at March 31, 2023 and December 31, 2022——
Common stock, par value $0.0001; 1,600 shares authorized as of March 31, 2023 and December 31, 2022; 384 and 385 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively——
Additional paid-in capital7311,173
Accumulated other comprehensive loss(267)(370)
Retained earnings18,39918,320
Total stockholders’ equity18,86319,123
Total liabilities and stockholders’ equity$24,125$25,858

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MODERNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in millions, except per share data)

Three Months Ended March 31,
20232022
Revenue:
Product sales$1,828$5,925
Other revenue34141
Total revenue1,8626,066
Operating expenses:
Cost of sales7921,017
Research and development1,131554
Selling, general and administrative305268
Total operating expenses2,2281,839
(Loss) income from operations(366)4,227
Interest income10915
Other expense, net(48)(13)
(Loss) income before income taxes(305)4,229
(Benefit from) provision for income taxes(384)572
Net income$79$3,657
Earnings per share:
Basic$0.20$9.09
Diluted$0.19$8.58
Weighted average common shares used in calculation of earnings per share:
Basic386402
Diluted405426

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MODERNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in millions)

Three Months Ended March 31,
20232022
Net income$79$3,657
Other comprehensive income (loss), net of tax:
Available-for-sale securities:
Unrealized gains (losses) on available-for-sale debt securities79(178)
Less: net realized losses on available-for-sale securities reclassified in net income167
Net increase (decrease) from available-for-sale debt securities95(171)
Cash flow hedges:
Unrealized gains on derivative instruments—25
Less: net realized losses (gains) on derivative instruments reclassified in net income8(14)
Net increase from derivatives designated as hedging instruments811
Total other comprehensive income (loss)103(160)
Comprehensive income$182$3,497

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MODERNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited, in millions)

Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Stockholders’ Equity
SharesAmount
Balance at December 31, 2022385$—$1,173$(370)$18,320$19,123
Vesting of restricted common stock units1—————
Exercise of options to purchase common stock2—9——9
Stock-based compensation——75——75
Other comprehensive income, net of tax———103—103
Repurchase of common stock(4)—(526)——(526)
Net income————7979
Balance at March 31, 2023384$—$731$(267)$18,399$18,863
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Stockholders’ Equity
SharesAmount
Balance at December 31, 2021403$—$4,211$(24)$9,958$14,145
Exercise of options to purchase common stock1—12——12
Stock-based compensation——44——44
Other comprehensive loss, net of tax———(160)—(160)
Repurchase of common stock(4)—(623)——(623)
Net income————3,6573,657
Balance at March 31, 2022400$—$3,644$(184)$13,615$17,075

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MODERNA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

Three Months Ended March 31,
20232022
Operating activities
Net income$79$3,657
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Stock-based compensation7544
Depreciation and amortization7879
Amortization/accretion of investments(17)18
Loss on equity investments, net18—
Deferred income taxes(310)(146)
Other non-cash items(4)—
Changes in assets and liabilities, net of acquisition of business:
Accounts receivable2721
Prepaid expenses and other assets(212)(414)
Inventory216(501)
Right-of-use assets, operating leases410
Accounts payable(117)(35)
Accrued liabilities(495)114
Deferred revenue(819)(805)
Income taxes payable18716
Operating lease liabilities4(10)
Other liabilities(15)35
Net cash (used in) provided by operating activities(1,225)2,763
Investing activities
Purchases of marketable securities(1,085)(5,572)
Proceeds from maturities of marketable securities1,360441
Proceeds from sales of marketable securities1,9571,377
Purchases of property, plant and equipment(113)(132)
Acquisition of business, net of cash acquired(85)—
Investment in convertible notes and equity securities(23)(35)
Net cash provided by (used in) investing activities2,011(3,921)
Financing activities
Proceeds from issuance of common stock through equity plans912
Repurchase of common stock(526)(623)
Changes in financing lease liabilities(25)(31)
Net cash used in financing activities(542)(642)
Net increase (decrease) in cash, cash equivalents and restricted cash244(1,800)
Cash, cash equivalents and restricted cash, beginning of year3,2176,860
Cash, cash equivalents and restricted cash, end of period$3,461$5,060
Non-cash investing and financing activities
Purchases of property and equipment included in accounts payable and accrued liabilities$98$64
Right-of-use assets reduced through finance lease modifications and reassessments$(60)$—
Right-of-use assets obtained in exchange for financing lease liabilities$—$94

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MODERNA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Description of the Business

Moderna, Inc. (collectively, with its consolidated subsidiaries, any of Moderna, we, us, our or the Company) is a biotechnology company pioneering a new class of medicines made of messenger RNA (mRNA). mRNA medicines are designed to direct the body’s cells to produce intracellular, membrane or secreted proteins that have a therapeutic or preventive benefit with the potential to address a broad spectrum of diseases. Our platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing us the capability to pursue in parallel a robust pipeline of new development candidates. We are developing therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, autoimmune diseases and cardiovascular diseases, independently and with our strategic collaborators.

Our COVID-19 vaccines are marketed, where approved, under the name Spikevax. To date, we have developed three versions of our COVID-19 vaccine that have received regulatory authorizations or approvals in various jurisdictions: (1) our original vaccine targeting the SARS-CoV-2 ancestral strain (mRNA-1273), (2) our bivalent BA.1 Omicron-targeting vaccine (mRNA-1273.214) and (3) our bivalent BA.4/BA.5 Omicron-targeting vaccine (mRNA-1273.222). We currently sell mRNA-1273.214 and mRNA-1273.222 commercially.

We have a diverse and extensive development pipeline of 45 development candidates across our 47 development programs, of which 36 are in clinical studies currently.

2. Summary of Basis of Presentation and Recent Accounting Standards

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements that accompany these notes have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2022 (2022 Form 10-K). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). This report should be read in conjunction with the audited consolidated financial statements in our 2022 Form 10-K.

The condensed consolidated financial statements include Moderna, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2023 are consistent with those described in our 2022 Form 10-K. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. Other revenue in the condensed consolidated statements of operations comprises grant revenue and collaboration revenue that were previously presented as separate line items in our consolidated statements of operations in our 2022 Form 10-K. The associated prior period amounts in the condensed consolidated financial statements, as well as in the Notes thereto, have been reclassified to conform to the current presentation.

Use of Estimates

We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. We base our estimates on historical experience and various relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods that are not readily apparent from other sources. Significant estimates relied upon in preparing these financial statements include, but are not limited to, critical accounting policies or estimates related to revenue recognition, income taxes, valuation allowance of deferred tax assets, inventory valuation, firm purchase commitment liabilities, leases, fair value of financial instruments, derivative financial instruments, useful lives of property and equipment, research and development expenses, stock-based compensation, intangible assets and goodwill. The actual results that we experience may differ materially from our estimates.

Comprehensive Income

Comprehensive income includes net income and other comprehensive income/loss for the period. Other comprehensive income/loss consists of unrealized gains/losses on our investments and derivatives designated as hedging instruments. Total comprehensive income for all periods presented has been disclosed in the condensed consolidated statements of comprehensive income.

The components of accumulated other comprehensive loss for the three months ended March 31, 2023 were as follows (in millions):

Unrealized Gains on Available-for-Sale Debt SecuritiesNet Unrealized Gains on Derivatives Designated As Hedging InstrumentsTotal
Accumulated other comprehensive loss, balance at December 31, 2022$(362)$(8)$(370)
Other comprehensive income958103
Accumulated other comprehensive loss, balance at March 31, 2023$(267)$—$(267)

Restricted Cash

We include our restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the condensed consolidated statements of cash flows.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in 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,
20232022
Cash and cash equivalents$3,441$5,048
Restricted cash, non-current(1)2012
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows$3,461$5,060

(1) Included in other non-current assets in the condensed consolidated balance sheets.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our condensed consolidated financial statements and disclosures.

3. Product Sales

Product sales are primarily associated with our COVID-19 vaccine supply agreements with the U.S. Government, other international governments and organizations.

Product sales by customer geographic location were as follows (in millions):

Three Months Ended March 31,
20232022
United States$1$945
Europe5762,076
Rest of world1,2512,904
Total$1,828$5,925

As of March 31, 2023, our original COVID-19 vaccine (mRNA-1273) and Omicron-targeting bivalent boosters (mRNA-1273.214 and mRNA-1273.222) were our only commercial products authorized for use.

As of March 31, 2023 and December 31, 2022, we had deferred revenue of $1.8 billion and $2.6 billion, respectively, related to customer deposits. We expect $1.2 billion of our deferred revenue related to customer deposits as of March 31, 2023 to be realized in less than one year. Timing of product delivery, manufacturing, and receipt of marketing approval for the latest variant-targeted COVID-19 vaccines will determine the period in which product sales are recognized.

4. Other Revenue

The following table summarizes other revenue for the periods presented (in millions):

Three Months Ended March 31,
20232022
Grant revenue$24$126
Collaboration revenue1015
Total other revenue$34$141

Grant Revenue

In September 2020, we entered into an agreement with the Defense Advanced Research Projects Agency (DARPA) for an award of up to $56 million to fund development of a mobile manufacturing prototype leveraging our existing manufacturing technology that is capable of rapidly producing vaccines and therapeutics. As of March 31, 2023, the committed funding, net of revenue earned was $3 million. An additional $24 million of funding will be available if DARPA exercises additional contract options.

In April 2020, we entered into an agreement with the Biomedical Advanced Research and Development Authority (BARDA), a division of the Office of the Assistant Secretary for Preparedness and Response within the U.S. Department of Health and Human Services (HHS), for an award of up to $483 million to accelerate development of mRNA-1273. The agreement was amended subsequently in 2020, 2021 and 2022 to provide for additional commitments to support various late-stage clinical development efforts of mRNA-1273, including a 30,000 participant Phase 3 study, pediatric clinical trials, adolescent clinical trials and pharmacovigilance studies. The maximum award from BARDA, inclusive of the 2020, 2021 and 2022 amendments, was approximately $1.7 billion. All contract options have been exercised. As of March 31, 2023, the remaining available funding, net of revenue earned was $117 million.

In January 2016, we entered a global health project framework agreement with the Bill and Melinda Gates Foundation (Gates Foundation) to advance mRNA development projects for various infectious diseases, including human immunodeficiency virus (HIV). As of March 31, 2023, the available funding, net of revenue earned was $6 million, with up to an additional $80 million available if additional follow-on projects are approved.

The following table summarizes grant revenue for the periods presented (in millions):

Three Months Ended March 31,
20232022
BARDA$20$122
Other grant revenue44
Total grant revenue$24$126

Collaboration Revenue

We have entered into collaboration agreements with strategic collaborators to accelerate the discovery and advancement of potential mRNA medicines across therapeutic areas. As of March 31, 2023 and December 31, 2022, we had collaboration agreements with Merck & Co., Inc (Merck), Vertex Pharmaceuticals Incorporated and Vertex Pharmaceuticals (Europe) Limited (together, Vertex), and others. Please refer to our 2022 Form 10-K under the heading “Third-Party Strategic Alliances” and Note 5 to our consolidated financial statements for further description of these collaboration agreements.

The following table summarizes our total collaboration revenue from our strategic collaborators for the periods presented (in millions):

Three Months Ended March 31,
Collaboration Revenue by Strategic Collaborator:20232022
Merck$—$10
Vertex104
Other—1
Total collaboration revenue$10$15

5. Collaboration Agreements

Generation Bio Co.

In March 2023, we entered into a strategic collaboration and license agreement with Generation Bio Co. (GBIO). The collaboration aims to expand the application of each company’s platform by developing novel nucleic acid therapeutics, including those capable of reaching immune cells, to accelerate our respective pipelines of non-viral genetic medicines. Under the agreement, we have the option to license GBIO’s proprietary cell-targeted lipid nanoparticle (ctLNP) and closed-ended DNA (ceDNA) technology for two immune cell programs and two liver programs, with an additional option for either a third immune cell or liver program. We made an upfront payment to GBIO of $40 million, a prepayment of research funding of $8 million, plus a $36 million equity investment. We will fund all research and development activities under the research plans. We expensed, as research and development expense, the upfront payment of $40 million and the equity premium of $13 million, representing the difference between the equity investment of $36 million paid to GBIO and the fair value of the equity instrument acquired in the first quarter of 2023. Additionally, we recorded an equity investment of $23 million, representing the fair value at the closing date, as other non-current assets in our condensed consolidated balance sheet as of March 31, 2023.

In addition to the collaboration agreement mentioned above, we have other collaborative and licensing arrangements that we do not consider to be individually significant to our business at this time. Pursuant to these agreements, we may be required to make upfront payments and payments upon achievement of various development, regulatory and commercial milestones, which in the aggregate could be significant. Future milestone payments, if any, will be reflected in our consolidated financial statements when the corresponding events have occurred. In addition, we may be required to pay significant royalties on future sales if products related to these arrangements are commercialized.

6. Acquisition

On January 31, 2023, we acquired all outstanding shares of OriCiro Genomics K.K., a Japan-based, privately held biotech company primarily focused on cell-free DNA synthesis and amplification technologies, for $86 million in cash. With this acquisition, we obtained tools for cell-free synthesis and amplification of plasmid DNA, a key building block in mRNA manufacturing. OriCiro’s technology strategically complements our manufacturing process and further accelerates our research and development efforts. The acquisition was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at their fair value as of the acquisition date. Following the acquisition, OriCiro was renamed as Moderna Enzymatics.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the acquisition date (in millions):

January 31, 2023
Finite-lived intangible asset
Developed technology$48
Deferred tax liabilities(15)
Other assets and liabilities, net1
Total identifiable net assets34
Goodwill52
Total consideration$86

The developed technology of $48 million represents the estimated fair value of the cell-free DNA synthesis and amplification technologies, as of the acquisition date. The fair value was determined by applying the cost saving method under the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. To estimate the expected cash flows attributable to the development technology, it requires the use of Level 3 fair value measurements and inputs, including estimated expense savings and a discount rate that is based on the estimated weighted-average cost of capital for companies with profiles similar to ours and represents the estimated rate that market participants would use to value this intangible asset. The developed technology is being amortized on a straight-line basis over an estimated useful life of 12 years.

The excess of the consideration over the fair values assigned to the assets acquired and the liabilities assumed of $52 million was recorded as goodwill, which is not deductible for tax purposes. The goodwill is primarily attributable to the expected synergies from the acquired technologies combining with our existing platform technologies and manufacturing capabilities. Our accounting for this acquisition is preliminary and will be finalized upon completion of our analysis to determine the acquisition date fair values of certain assets acquired, liabilities assumed and tax-related items as we obtain additional information during the measurement period of up to one year from the acquisition date.

7. Financial Instruments

Cash and Cash Equivalents and Investments

The following tables summarize our cash and available-for-sale securities by significant investment category at March 31, 2023 and December 31, 2022 (in millions):

March 31, 2023
Amortized CostUnrealized GainsUnrealized LossesEstimated Fair ValueCash and Cash EquivalentsCurrent Marketable SecuritiesNon- Current Marketable Securities
Cash and cash equivalents$3,441$—$—$3,441$3,441$—$—
Available-for-sale:
Certificates of deposit47——47—47—
U.S. treasury bills30——30—30—
U.S. treasury notes6,9585(156)6,807—3,8642,943
Corporate debt securities6,0742(184)5,892—1,5334,359
Government debt securities156—(8)148—8140
Total$16,706$7$(348)$16,365$3,441$5,482$7,442
December 31, 2022
Amortized CostUnrealized GainsUnrealized LossesEstimated Fair ValueCash and Cash EquivalentsCurrent Marketable SecuritiesNon- Current Marketable Securities
Cash and cash equivalents$3,205$—$—$3,205$3,205$—$—
Available-for-sale:
Certificates of deposit188——188—188—
U.S. treasury bills767——767—767—
U.S. treasury notes7,781—(229)7,552—4,1823,370
Corporate debt securities6,595—(226)6,369—1,5604,809
Government debt securities148—(9)139——139
Total$18,684$—$(464)$18,220$3,205$6,697$8,318

The amortized cost and estimated fair value of available-for-sale securities by contractual maturity at March 31, 2023 and December 31, 2022 were as follows (in millions):

March 31, 2023
Amortized CostEstimated Fair Value
Due in one year or less$5,575$5,482
Due after one year through five years7,6907,442
Total$13,265$12,924
December 31, 2022
Amortized CostEstimated Fair Value
Due in one year or less$6,792$6,697
Due after one year through five years8,6878,318
Total$15,479$15,015

In accordance with our investment policy, we place investments in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer. We evaluate securities for impairment at the end of each reporting period. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation.

Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and our intent and ability to hold the investment to allow for an anticipated recovery in fair value. Any impairment that is not credit related is recognized in other comprehensive loss, net of applicable taxes. A credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings. We did not recognize any impairment charges related to available-for-sale securities for the three months ended March 31, 2023 and 2022. We did not record any credit-related allowance to available-for-sale securities as of March 31, 2023 and December 31, 2022.

The following table summarizes the amount of gross unrealized losses and the estimated fair value for our available-for-sale securities in an unrealized loss position by the length of time the securities have been in an unrealized loss position at March 31, 2023 and December 31, 2022 (in millions):

Less than 12 Months12 Months or MoreTotal
Gross Unrealized LossesEstimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized LossesEstimated Fair Value
As of March 31, 2023:
U.S. treasury bills$—$—$—$—$—$—
U.S. treasury notes(25)1,783(131)4,063(156)5,846
Corporate debt securities(33)1,593(151)3,537(184)5,130
Government debt securities(1)38(7)102(8)140
Total$(59)$3,414$(289)$7,702$(348)$11,116
As of December 31, 2022:
U.S. treasury bills$—$128$—$—$—$128
U.S. treasury notes(101)3,956(128)3,541(229)7,497
Corporate debt securities(138)3,505(88)1,890(226)5,395
Government debt securities(2)46(7)93(9)139
Total$(241)$7,635$(223)$5,524$(464)$13,159

At March 31, 2023 and December 31, 2022, we held 516 and 582 available-for-sale securities, respectively, out of our total investment portfolio that were in a continuous unrealized loss position. We neither intend to sell these investments, nor do we believe that we are more-likely-than-not to conclude we will have to sell them before recovery of their carrying values. We also believe that we will be able to collect both principal and interest amounts due to us at maturity.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities:

  • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

  • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

  • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in millions):

Fair value at March 31, 2023Fair Value Measurement Using
Level 1Level 2
Assets:
Money market funds$3,067$3,067$—
Certificates of deposit47—47
U.S. treasury bills30—30
U.S. treasury notes6,807—6,807
Corporate debt securities6,024—6,024
Government debt securities148—148
Equity investments(1)4141—
Derivative instruments (Note 8)7—7
Total$16,171$3,108$13,063
Liabilities:
Derivative instruments (Note 8)$11$—$11
Fair value at December 31, 2022Fair Value Measurement Using
Level 1Level 2
Assets:
Money market funds$1,079$1,079$—
Certificates of deposit188—188
U.S. treasury bills767—767
U.S. treasury notes7,552—7,552
Corporate debt securities6,369—6,369
Government debt securities139—139
Derivative instruments (Note 8)6—6
Total$16,100$1,079$15,021
Liabilities:
Derivative instruments (Note 8)$32$—$32

(1) Investments in publicly traded equity securities with readily determinable fair values are recorded at quoted market prices for identical securities, with changes in fair value recorded in other expense, net, in our condensed consolidated statements of operations.

As of March 31, 2023 and December 31, 2022, we did not have non-financial assets or liabilities measured at fair value on a recurring basis and did not have any Level 3 financial assets or financial liabilities.

In addition, as of March 31, 2023 and December 31, 2022, we had $42 million, at each balance sheet date, in equity investments without readily determinable fair values, which are recorded within other non-current assets in our condensed consolidated balance sheets and excluded from the fair value measurement tables above.

8. Derivative Financial Instruments

We transact business in various foreign currencies and have international sales and expenses denominated in foreign currencies. Therefore, we are exposed to certain risks arising from both our business operations and economic conditions. Our risk management strategy includes the use of derivative financial instruments to hedge: (1) forecasted product sales that are denominated in foreign currencies and (2) foreign currency exchange rate fluctuations on monetary assets or liabilities denominated in foreign currencies. We do not enter into derivative financial contracts for speculative or trading purposes. We do not believe that we are exposed to more than a nominal amount of credit risk in our foreign currency hedges, as counterparties are large, global and well-capitalized financial institutions. We classify cash flows from our derivative transactions as cash flows from operating activities in our condensed consolidated statements of cash flows.

Cash Flow Hedges

We mitigate the foreign exchange risk arising from the fluctuations in foreign currency denominated product sales in Euro and Japanese Yen through a foreign currency cash flow hedging program, using forward contracts and foreign currency options that do not exceed 15 months in duration. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The derivative assets or liabilities associated with our hedging activities are recorded at fair value in other current assets or other current liabilities, respectively, in our condensed consolidated balance sheets. The gains or losses resulting from changes in the fair value of these hedges are initially recorded as a component of accumulated other comprehensive income (loss) (AOCI) in stockholders’ equity and subsequently reclassified to product sales in the period during which the hedged transaction affects earnings. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, within the defined hedge period, we reclassify the gains or losses on the related cash flow hedge from AOCI to other expense, net in our condensed consolidated statements of operations. We evaluate hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. If we do not elect hedge accounting, or the contract does not qualify for hedge accounting treatment, the changes in fair value from period to period are recorded as a component of other expense, net in our condensed consolidated statements of operations. As of March 31, 2023, we had no deferred gains or losses on our foreign currency forward contracts included in AOCI that are expected to be recognized into product sales within the next 12 months.

Balance Sheet Hedges

We enter into foreign currency forward contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily cash, accounts receivable, accounts payable and lease liabilities in Euro, Japanese Yen and Swiss Franc, that are not designated for hedge accounting treatment. Therefore, these forward contracts are accounted for as derivatives whereby the fair value of the contracts are reported as other current assets or other current liabilities in our condensed consolidated balance sheets, and gains and losses resulting from changes in the fair value are recorded as a component of other expense, net in our condensed consolidated statements of operations. The gains and losses on these foreign currency forward contracts generally offset the gains and losses in the underlying foreign currency denominated assets and liabilities, which are also recorded to other expense, net in our condensed consolidated statements of operations.

Total gross notional amount and fair value of our foreign currency derivatives were as follows (in millions):

March 31, 2023
Notional AmountFair Value
Asset (1)Liability (2)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts1,367711
Total derivatives$1,367$7$11
December 31, 2022
Notional AmountFair Value
Asset (1)Liability (2)
Derivatives designated as cash flow hedging instruments:
Foreign currency forward contracts$120$—$11
Derivatives not designated as hedging instruments:
Foreign currency forward contracts1,368621
Total derivatives$1,488$6$32

(1) As presented in the condensed consolidated balance sheets within prepaid expenses and other current assets.

(2) As presented in the condensed consolidated balance sheets within other current liabilities.

Gains on our foreign currency derivatives, net of tax recognized in our condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 were as follows (in millions):

Three Months Ended March 31,
20232022
Derivatives in cash flow hedging relationships:
Foreign currency forward contracts$—$25

The effect of our foreign currency derivatives in our condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022 was as follows (in millions):

Three Months Ended March 31,
Statement of Income Classification20232022
Derivatives in cash flow hedging relationships:
Foreign currency forward contracts
Net (loss) gain reclassified from AOCI into incomeProduct sales$(8)$14
Derivatives not designated as hedging instruments:
Foreign currency forward contracts
Net realized and unrealized gainOther expense, net$16$28

9. Inventory

Inventory as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31,December 31,
20232022
Raw materials$475$575
Work in progress193205
Finished goods64169
Total inventory$732$949
Inventory, non-current(1)$874$910

(1) Consisted of raw materials with an anticipated consumption beyond one year. Inventory, non-current is included in other non-current assets in the condensed consolidated balance sheets.

Inventory write-downs as a result of excess, obsolescence, scrap or other reasons, and losses on firm purchase commitments are recorded as a component of cost of sales in our condensed consolidated statements of operations. For the three months ended March 31, 2023 and 2022, inventory write-downs were $148 million and $189 million, respectively. For the three months ended March 31, 2023 and 2022, losses on firm purchase commitments were $66 million and $159 million, respectively. Inventory write-downs were mainly related to obsolete inventory due to shelf-life expiration and inventory in excess of expected demand. Losses on firm purchase commitments were primarily related to excess raw material purchase commitments that will expire before the anticipated consumption of those raw materials. These charges in 2023 were primarily driven by a continued shift in product demand to the latest variant-targeted COVID-19 vaccines and a decline in customer demand, primarily from lower-income countries, as the COVID-19 vaccine market continues to shift to an endemic seasonal market in 2023. As of March 31, 2023 and December 31, 2022, the accrued liability for losses on firm future purchase commitments in our condensed consolidated balance sheets was $220 million and $268 million, respectively.

As of March 31, 2023, we had inventory on hand of $1.6 billion. Our raw materials and work-in-progress inventory had variable shelf lives and were expected to be consumed over the next three years. The shelf life of our COVID-19 vaccine products is nine months.

10. Property, Plant and Equipment, Net

Property, plant and equipment, net, as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31,December 31,
20232022
Land$11$11
Manufacturing and laboratory equipment312284
Leasehold improvements471460
Furniture, fixtures and other2321
Computer equipment and software4638
Construction in progress370281
Right-of-use asset, financing (Note 12)1,5211,581
Total2,7542,676
Less: Accumulated depreciation(736)(658)
Property and equipment, net$2,018$2,018

Depreciation and amortization expense for the three months ended March 31, 2023 and 2022 was $78 million and $79 million, respectively.

11. Other Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets, as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31,December 31,
20232022
Prepaid services$292$216
Down payments for materials and supplies219219
Value added tax receivable201140
Prepaid income taxes187187
Down payments to manufacturing vendors184229
Income tax receivable9610
Interest receivable6961
Tenant improvement allowance receivable4242
Convertible note receivable—36
Other current assets6455
Prepaid expenses and other current assets$1,354$1,195

Other Non-Current Assets

Other non-current assets, as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31,December 31,
20232022
Inventory, non-current(1)$874$910
Equity investments8342
Finite-lived intangible asset (Note 6)48—
Goodwill (Note 6)52—
Restricted cash2012
Other8724
Other non-current assets$1,164$988

(1) Consisted of raw materials with an anticipated consumption beyond one year.

Accrued Liabilities

Accrued liabilities, as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31,December 31,
20232022
Manufacturing$397$400
Other external goods and services313264
Clinical trials263319
Loss on future firm purchase commitments(1)220268
Development operations9888
Royalties86203
Compensation-related73190
Raw materials58316
Property and equipment585
Other4748
Accrued liabilities$1,613$2,101

(1) Related to losses that are expected to arise from firm, non-cancellable, commitments for future raw material purchases (Note 9).

Other Current Liabilities

Other current liabilities, as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31,December 31,
20232022
Lease liabilities - financing (Note 12)$153$161
Lease liabilities - operating (Note 12)2835
Other3153
Other current liabilities$212$249

Deferred Revenue

The following table summarizes the activities in deferred revenue for the three months ended March 31, 2023 (in millions):

December 31, 2022AdditionsDeductionsMarch 31, 2023
Product sales$2,626$45$(855)$1,816
Grant revenue4—(1)3
Collaboration revenue812(10)73
Total deferred revenue$2,711$47$(866)$1,892

12. Leases

We have entered into various long-term non-cancelable lease arrangements for our facilities and equipment expiring at various times through 2042. Certain of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the lease. We have two main campuses in Massachusetts, our Cambridge campus and our Moderna Technology Center (MTC), an industrial technology center located in Norwood. We also lease other office and lab spaces globally for our business operations.

Cambridge Campus

We occupy a multi-building campus in Technology Square in Cambridge, Massachusetts with a mix of offices and research laboratory space totaling approximately 292,000 square feet. Our Cambridge campus leases have expiry ranges from 2024 to 2029. All our Cambridge leases are classified as operating leases.

We are also investing in a new Moderna Science Center (MSC) in Cambridge, Massachusetts to create a purpose-built space to support our next chapter of discovery (see Note 13). As of March 31, 2023, we did not gain control of the underlying leased asset at the MSC, and therefore, we did not recognize the related right-of-use asset and lease liability on our condensed consolidated balance sheets. In connection with our MSC investment, in September 2021, we entered into amendments to our lease agreements to allow for an option for early termination of the leases, either in part or full. Notification of the intent to exercise the option must be provided by August 2023. We have not elected to exercise this option.

Moderna Technology Center

Our MTC is comprised of three buildings, MTC South, MTC North and MTC East, totaling approximately 686,000 square feet. Our MTC leases expire in 2042 and we have the option to extend the term for three extension periods of five years each. All of our MTC leases are classified as finance leases.

Embedded Leases

We have entered into multiple contract manufacturing service agreements with third parties which contain embedded leases within the scope of ASC 842. These leases expire from 2023 through 2026. As of March 31, 2023 and December 31, 2022, we had lease liabilities of $410 million and $440 million, respectively, related to the embedded leases. As of March 31, 2023 and December 31, 2022, we had right-of-use assets of $587 million and $639 million, respectively, related to the embedded leases. All our embedded leases are classified as finance leases.

Operating and financing lease right-of-use assets and lease liabilities as of March 31, 2023 and December 31, 2022 were as follows (in millions):

March 31,December 31,
20232022
Assets:
Right-of-use assets, operating, net(1) (2)$117$121
Right-of-use assets, financing, net(3) (4)1,0331,150
Total$1,150$1,271
Liabilities:
Current:
Operating lease liabilities(5)$28$35
Financing lease liabilities(5)153161
Total current lease liabilities181196
Non-current:
Operating lease liabilities, non-current9692
Financing lease liabilities, non-current831912
Total non-current lease liabilities$927$1,004
Total$1,108$1,200

(1) These assets are real estate related assets, which include land, office, and laboratory spaces.

(2) Net of accumulated amortization.

(3) These assets are real estate assets related to the MTC leases as well as assets related to contract manufacturing service agreements.

(4) Included in property and equipment in the condensed consolidated balance sheets, net of accumulated depreciation.

(5) Included in other current liabilities in the condensed consolidated balance sheets.

Future minimum lease payments under our non-cancelable lease agreements as of March 31, 2023, were as follows (in millions):

Fiscal YearOperating LeasesFinancing Leases**(1)**
2023(remainder of the year)$31$154
202423128
202520128
202618107
20271923
Thereafter481,097
Total minimum lease payments1591,637
Less amounts representing interest or imputed interest(35)(653)
Present value of lease liabilities$124$984

(1) Includes certain optional lease term extensions, predominantly related to the MTC leases, which represent a total of $668 million of undiscounted future lease payments.

13. Commitments and Contingencies

Legal Proceedings

We are involved in various claims and legal proceedings of a nature considered ordinary course in our business. The outcome of any such proceedings, regardless of the merits, is inherently uncertain; therefore, assessing the likelihood of loss and any estimated damages is difficult and subject to considerable judgment. We are not currently a party to any legal proceedings for which a material loss is probable, or for which a loss is reasonably estimable at this time.

Indemnification Obligations

As permitted under Delaware law, we indemnify our officers, directors, and employees for certain events, occurrences while the officer, or director is, or was, serving at our request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime.

We have standard indemnification arrangements in our leases for laboratory and office space that require us to indemnify the landlord against any liability for injury, loss, accident, or damage from any claims, actions, proceedings, or costs resulting from certain acts, breaches, violations, or non-performance under our leases.

We enter into indemnification provisions under our agreements with counterparties in the ordinary course of business, typically with business partners, contractors, clinical sites and customers. Under these provisions, we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited.

Through the three months ended March 31, 2023 and the year ended December 31, 2022, we had not experienced any material losses related to these indemnification obligations, and no material claims were outstanding. We do not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Purchase Commitments and Purchase OrdersWe enter into agreements in the normal course of business with vendors and contract manufacturing organizations for raw materials and manufacturing services and with vendors for preclinical research studies, clinical trials and other goods or services. As of March 31, 2023, we had $1.9 billion of non-cancelable purchase commitments related to raw materials and manufacturing agreements, which are expected to be paid through 2026. As of March 31, 2023, $220 million of the purchase commitments related to raw materials was recorded as an accrued liability for loss on future firm purchase commitments. As of March 31, 2023, we had $192 million of non-cancelable purchase commitments related to clinical services and other goods and services which are expected to be paid through 2028. These amounts represent our minimum contractual obligations, including termination fees.

In addition to purchase commitments, we have agreements with third parties for various goods and services, including services related to clinical operations and support and contract manufacturing, for which we are not contractually able to terminate for convenience and avoid any and all future obligations to the vendors. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. At March 31, 2023, we had cancelable open purchase orders of $2.9 billion in total under such agreements for our significant clinical operations and support and contract manufacturing. These amounts represent only our estimate of those items for which we had a contractual commitment to pay at March 31, 2023, assuming we would not cancel these agreements. The actual amounts we pay in the future to the vendors under such agreements may differ from the purchase order amounts.

Licenses to Patented Technology

In 2017, we entered into sublicense agreements with Cellscript, LLC and its affiliate, mRNA RiboTherapeutics, Inc., to sublicense certain patent rights. Pursuant to each agreement, we are required to pay certain license fees, annual maintenance fees, minimum royalties on future net sales and milestone payments contingent on achievement of certain development, regulatory and commercial milestones for specified products, on a product-by-product basis. Commercial milestone payments and royalties based on annual net sales of licensed products for therapeutic and prophylactic products are accounted for as additional expense of the related product sales in the period in which the corresponding sales occur.

In December 2022, we entered into a non-exclusive patent license agreement with the National Institute of Allergy and Infectious Diseases (NIAID), an Institute or Center of the National Institutes of Health (NIH) to license certain patent rights concerning stabilizing prefusion coronavirus spike proteins and the resulting stabilized proteins for use in COVID-19 vaccine products. Pursuant to the agreement, we have agreed to pay low single-digit royalties on future net sales, a minimum annual royalty payment, and certain contingent development, regulatory and commercial milestone payments on a licensed product-by-licensed product basis.

For the three months ended March 31, 2023 and 2022, we recognized $86 million and $207 million, respectively, of royalty expenses associated with our product sales, which was recorded to cost of sales in our condensed consolidated statements of operations.

Additionally, we have other in-license agreements with third parties which require us to make future development, regulatory and commercial milestone payments and sales-based royalties for specified products associated with the agreements. The achievement of these milestones have not yet occurred as of March 31, 2023.

Moderna Science Center

In September 2021, we announced an investment in the development of the MSC in Cambridge, Massachusetts. The MSC is expected to integrate scientific and non-scientific spaces, including our principal executive offices, and is built to support our growth as we continue to advance our pipeline of mRNA medicines. In relation to the investment, we entered into a lease agreement for approximately 462,000 square feet and are currently undergoing an approximately two-year building project. Following completion of the building project, the lease term is 15 years, subject to our right to extend the lease for up to two additional seven-year terms. Pursuant to this lease agreement, we are committed to approximately $1.0 billion non-cancellable rent payments for the initial lease term. We expect to begin a phased move-in process in the fourth quarter of 2023.

14. Stock-Based Compensation and Share Repurchase Programs

Stock-Based Compensation

The following table presents the components and classification of stock-based compensation expense for the three months ended March 31, 2023 and 2022 as follows (in millions):

Three Months Ended March 31,
20232022
Options$36$25
Restricted Common Stock (RSUs) and Performance Stock Units (PSUs)3717
Employee Stock Purchase Plan (ESPP)22
Total$75$44
Cost of sales$5$8
Research and development4220
Selling, general and administrative2816
Total$75$44

As of March 31, 2023, there was $789 million of total unrecognized compensation cost related to unvested stock-based compensation with respect to options, RSUs and PSUs granted. That cost is expected to be recognized over a weighted-average period of 3.2 years at March 31, 2023.

Share Repurchase Programs

As of March 31, 2023, $2.3 billion of our Board of Directors’ authorization for repurchases of our common stock remains outstanding (the 2022 Repurchase Programs), with no expiration date. The timing and actual number of shares repurchased under the 2022 Repurchase Programs will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities, and shares may be repurchased through open market purchases through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

The following table summarizes activity related to our share repurchase programs for the three months ended March 31, 2023 (in millions, except per share data):

Three Months Ended March 31,
2023
Number of shares repurchased4
Average price per share (1)$145.31
Aggregate purchase price$526
Remaining authorization at end of period$2,291

(1) Average price paid per share includes related expenses and excise tax.

15. Income Taxes

The following table summarizes our income tax expense for the periods presented (in millions, except for percentages):

Three Months Ended March 31,
20232022
(Loss) income before income taxes$(305)$4,229
(Benefit from) provision for income taxes$(384)$572
Effective tax rate125.9%13.5%

The effective tax rate for the three months ended March 31, 2023 was higher than the U.S. statutory tax rate, primarily due to international provisions of the Tax Cuts and Jobs Act and research and development credits. The effective tax rate includes a discrete benefit from stock-based compensation, a state deferred tax rate change, and a valuation allowance release on a portion of its state tax attributes. The decrease in income tax expense was primarily due to a decrease in income.

We file U.S. federal income tax returns and income tax returns in various state, local and foreign jurisdictions. We are not currently subject to any tax assessment from an income tax examination in the United States or any other major taxing jurisdiction.

On a periodic basis, we reassess any valuation allowances that we maintain on our deferred tax assets, and weigh positive and negative evidence to assess the recoverability of the deferred tax assets. As of the year ended December 31, 2022, we maintained a state valuation allowance of $155 million. For the three months ended March 31, 2023, we reassessed the state valuation allowance noting the increase in positive evidence, including investments in research and development and future profitability with increased market expansions in the United States. After assessing both the positive evidence and negative evidence, we determined it was more likely than not that we will realize a portion of the state tax attributes and released $44 million. We will continue to maintain a valuation allowance on certain state tax attributes that we expect to expire prior to utilization.

The President signed into law the Inflation Reduction Act (the “IRA”) on August 16, 2022. The Act includes a new 15% corporate minimum tax and a 1% excise tax on the value of corporate stock repurchase, net of new share issuances, after December 31, 2022. We currently are not expecting these provisions to have a material adverse impact to our financial statements. We expect additional guidance and regulations to be issued in future periods and will continue to assess its potential impact on our business and results of operations as further information becomes available.

16. Earnings per Share

The computation of basic earnings per share (EPS) is based on the weighted-average number of our common shares outstanding. The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and potential dilutive common shares during the period as determined by using the treasury stock method.

Basic and diluted EPS for the three months ended March 31, 2023 and 2022 were calculated as follows (in millions, except per share data):

Three Months Ended March 31,
20232022
Numerator:
Net income$79$3,657
Denominator:
Basic weighted-average common shares outstanding386402
Effect of dilutive securities1924
Diluted weighted-average common shares outstanding405426
Basic EPS$0.20$9.09
Diluted EPS$0.19$8.58
Anti-dilutive potential common shares excluded from the EPS computation above52

17. Subsequent Events

On April 27, 2023, we acquired a real estate property in Marlborough, Massachusetts for $91 million, where we plan to build a GMP manufacturing facility. This property includes approximately 24 acres of land and a 140,000 square foot shell that we plan to expand to 200,000 square feet.

Subsequent to March 31, 2023, we have entered into additional binding purchase commitments with third-party contractual manufacturing organizations for fill and finish services under newly executed and amended agreements. We are currently committed to minimum non-cancelable purchase obligations of $702 million related to these agreements, which are expected to be paid through 2027.

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