Item 1. Financial Statements

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Item 1. Financial Statements

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Income

(in millions, except per share amounts)(unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Product revenues, net$2,493.2$2,196.2$4,868.0$4,293.7
Costs and expenses:
Cost of sales308.6261.8575.5507.6
Research and development expenses785.7600.11,528.31,201.2
Acquired in-process research and development expenses110.561.9457.663.9
Selling, general and administrative expenses262.6215.3503.7430.5
Change in fair value of contingent consideration(0.6)(49.2)(2.5)(56.7)
Total costs and expenses1,466.81,089.93,062.62,146.5
Income from operations1,026.41,106.31,805.42,147.2
Interest income144.710.8267.312.4
Interest expense(11.2)(14.6)(22.6)(29.5)
Other income (expense), net1.6(78.1)2.9(150.9)
Income before provision for income taxes1,161.51,024.42,053.01,979.2
Provision for income taxes245.8213.9437.5406.6
Net income$915.7$810.5$1,615.5$1,572.6
Net income per common share:
Basic$3.55$3.17$6.27$6.15
Diluted$3.52$3.13$6.21$6.09
Shares used in per share calculations:
Basic257.7255.9257.6255.5
Diluted260.4258.7260.3258.3

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

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Comprehensive Income

(in millions)(unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net income$915.7$810.5$1,615.5$1,572.6
Other comprehensive (loss) income:
Unrealized holding losses on marketable securities, net of tax of $4.3, zero, $3.5 and zero, respectively(15.5)(0.7)(12.6)(3.0)
Unrealized (losses) gains on foreign currency forward contracts, net of tax of $4.2, $(16.1), $11.6 and $(18.3), respectively(15.3)59.2(42.1)69.3
Foreign currency translation adjustment4.1(12.3)14.1(24.7)
Total other comprehensive (loss) income(26.7)46.2(40.6)41.6
Comprehensive income$889.0$856.7$1,574.9$1,614.2

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

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Balance Sheets

(in millions, except share data)(unaudited)

June 30, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$10,151.1$10,504.0
Marketable securities1,085.2274.5
Accounts receivable, net1,556.21,442.2
Inventories603.5460.6
Prepaid expenses and other current assets476.9553.5
Total current assets13,872.913,234.8
Property and equipment, net1,122.41,108.4
Goodwill1,088.01,088.0
Intangible assets603.6603.6
Deferred tax assets1,538.01,246.9
Operating lease assets324.3347.4
Long-term marketable securities1,357.3112.2
Other assets442.7409.6
Total assets$20,349.2$18,150.9
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$363.0$303.9
Accrued expenses2,598.12,126.7
Other current liabilities391.0311.5
Total current liabilities3,352.12,742.1
Long-term finance lease liabilities404.1430.8
Long-term operating lease liabilities363.5379.5
Other long-term liabilities759.3685.8
Total liabilities4,879.04,238.2
Commitments and contingencies——
Shareholders’ equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued and outstanding——
Common stock, $0.01 par value; 500,000,000 shares authorized, 257,792,648 and 257,011,628 shares issued and outstanding, respectively2.62.6
Additional paid-in capital7,369.17,386.5
Accumulated other comprehensive (loss) income(39.8)0.8
Retained earnings8,138.36,522.8
Total shareholders’ equity15,470.213,912.7
Total liabilities and shareholders’ equity$20,349.2$18,150.9

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

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Shareholders’ Equity

(in millions)(unaudited)

Three Months Ended
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Shareholders’ Equity
SharesAmount
Balance at March 31, 2022255.6$2.6$6,930.2$11.3$3,962.9$10,907.0
Other comprehensive income, net of tax———46.2—46.2
Net income————810.5810.5
Common stock withheld for employee tax obligations(0.0)(0.0)(4.4)——(4.4)
Issuance of common stock under benefit plans0.40.060.6——60.6
Stock-based compensation expense——113.6——113.6
Balance at June 30, 2022256.0$2.6$7,100.0$57.5$4,773.4$11,933.5
Balance at March 31, 2023257.5$2.6$7,220.2$(13.1)$7,222.6$14,432.3
Other comprehensive loss, net of tax———(26.7)—(26.7)
Net income————915.7915.7
Repurchase of common stock(0.0)(0.0)(25.5)——(25.5)
Common stock withheld for employee tax obligations(0.0)(0.0)(3.1)——(3.1)
Issuance of common stock under benefit plans0.30.057.6——57.6
Stock-based compensation expense——119.9——119.9
Balance at June 30, 2023257.8$2.6$7,369.1$(39.8)$8,138.3$15,470.2
Six Months Ended
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Shareholders’ Equity
SharesAmount
Balance at December 31, 2021254.5$2.5$6,880.8$15.9$3,200.8$10,100.0
Other comprehensive income, net of tax———41.6—41.6
Net income————1,572.61,572.6
Common stock withheld for employee tax obligations(0.5)(0.0)(121.9)——(121.9)
Issuance of common stock under benefit plans2.00.197.0——97.1
Stock-based compensation expense——244.1——244.1
Balance at June 30, 2022256.0$2.6$7,100.0$57.5$4,773.4$11,933.5
Balance at December 31, 2022257.0$2.6$7,386.5$0.8$6,522.8$13,912.7
Other comprehensive loss, net of tax———(40.6)—(40.6)
Net income————1,615.51,615.5
Repurchase of common stock(0.5)(0.0)(161.1)——(161.1)
Common stock withheld for employee tax obligations(0.6)(0.0)(169.7)——(169.7)
Issuance of common stock under benefit plans1.90.070.7——70.7
Stock-based compensation expense——242.7——242.7
Balance at June 30, 2023257.8$2.6$7,369.1$(39.8)$8,138.3$15,470.2

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

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Cash Flows

(in millions)(unaudited)

Six Months Ended June 30,
20232022
Cash flows from operating activities:
Net income$1,615.5$1,572.6
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense241.7244.2
Depreciation expense80.273.2
Deferred income taxes(290.0)(241.7)
(Gains) losses on equity securities(6.0)159.8
Decrease in fair value of contingent consideration(2.5)(56.7)
Other non-cash items, net11.1(6.3)
Changes in operating assets and liabilities:
Accounts receivable, net(93.4)(249.3)
Inventories(155.4)(31.3)
Prepaid expenses and other assets26.685.3
Accounts payable71.330.8
Accrued expenses417.4547.1
Other liabilities117.8(31.7)
Net cash provided by operating activities2,034.32,096.0
Cash flows from investing activities:
Purchases of available-for-sale debt securities(2,390.8)(227.9)
Maturities of available-for-sale debt securities289.8242.3
Purchases of property and equipment(101.7)(116.9)
Sale of equity securities95.1—
Investment in equity securities and notes receivable(29.9)(10.0)
Net cash used in investing activities(2,137.5)(112.5)
Cash flows from financing activities:
Issuances of common stock under benefit plans72.898.1
Repurchases of common stock(161.1)—
Payments in connection with common stock withheld for employee tax obligations(169.7)(121.9)
Payments on finance leases(21.6)(25.6)
Other financing activities2.21.7
Net cash used in financing activities(277.4)(47.7)
Effect of changes in exchange rates on cash22.0(31.8)
Net (decrease) increase in cash, cash equivalents and restricted cash(358.6)1,904.0
Cash, cash equivalents and restricted cash—beginning of period10,512.06,800.1
Cash, cash equivalents and restricted cash—end of period$10,153.4$8,704.1
Supplemental disclosure of cash flow information:
Cash paid for income taxes$618.7$478.3
Cash paid for interest$22.0$27.1

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

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

**A.**Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared by Vertex Pharmaceuticals Incorporated (“Vertex,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The condensed consolidated financial statements reflect the operations of Vertex and our wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated. We have reclassified certain items from the prior year’s condensed consolidated balance sheet to conform to the current year’s presentation. We operate in one segment, pharmaceuticals.

Certain information and footnote disclosures normally included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”) have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of income for the interim periods ended June 30, 2023 and 2022.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, which are contained in our 2022 Annual Report on Form 10-K.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. We base our estimates on historical experience and various other assumptions, including in certain circumstances future projections that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

Recently Adopted and Issued Accounting Standards

For a discussion of recently adopted accounting pronouncements please refer to Note A, “Nature of Business and Accounting Policies,” in our 2022 Annual Report on Form 10-K. We do not expect any recently issued accounting standards to have a significant impact on our condensed consolidated financial statements.

Summary of Significant Accounting Policies

Our significant accounting policies are described in Note A, “Nature of Business and Accounting Policies,” in our 2022 Annual Report on Form 10-K.

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

**B.**Revenue Recognition

Disaggregation of Revenue

Revenues by Product

“Product revenues, net” consisted of the following:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
TRIKAFTA/KAFTRIO$2,240.4$1,893.2$4,337.1$3,654.8
KALYDECO125.3138.7250.3277.7
ORKAMBI96.3121.6218.8253.7
SYMDEKO/SYMKEVI31.242.761.8107.5
Total product revenues, net$2,493.2$2,196.2$4,868.0$4,293.7

Product Revenues by Geographic Location

“Product revenues, net” by geographic region, based on the location of the customer, consisted of the following:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
United States$1,507.8$1,415.1$2,911.6$2,783.3
Outside of the United States
Europe800.0655.51,607.21,287.8
Other185.4125.6349.2222.6
Total product revenues outside of the United States985.4781.11,956.41,510.4
Total product revenues, net$2,493.2$2,196.2$4,868.0$4,293.7

Contract Liabilities

We had contract liabilities of $179.1 million and $159.6 million as of June 30, 2023 and December 31, 2022, respectively, related to annual contracts with government-owned and supported customers in international markets that limit the amount of annual reimbursement we can receive. Upon exceeding the annual reimbursement amount, products are provided free of charge, which is a material right. These contracts include upfront payments and fees. We defer a portion of the consideration received for shipments made up to the annual reimbursement limit as a portion of “Other current liabilities.” The deferred amount is recognized as revenue when the free products are shipped. Our product revenue contracts include performance obligations that are one year or less.

Our contract liabilities at the end of each fiscal year relate to contracts with annual reimbursement limits in international markets in which the annual period associated with the contract is not the same as our fiscal year. In these markets, we recognize revenues related to performance obligations satisfied in previous years; however, these revenues do not relate to any performance obligations that were satisfied more than 12 months prior to the beginning of the current year.

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

**C.**Acquired In-Process Research and Development and Other Arrangements

We have entered into numerous agreements with third parties to collaborate on research, development and commercialization programs, license technologies, or acquire assets. Our “Acquired in-process research and development expenses” included $110.5 million and $457.6 million for the three and six months ended June 30, 2023, respectively, and $61.9 million and $63.9 million, for the three and six months ended June 30, 2022, respectively, related to upfront, contingent milestone, or other payments pursuant to our business development transactions, including collaborations, licenses of third-party technologies, and asset acquisitions that qualify as in-process research and development.

Our collaboration, licensing and asset acquisition agreements that had a significant impact on our financial statements for the three and six months ended June 30, 2023 and 2022, or were new or materially revised during the three and six months ended June 30, 2023, are described below. Additional agreements were described in Note B, “Acquired In-Process Research and Development and Other Arrangements,” of our 2022 Annual Report on Form 10-K.

In-license Agreements

We have entered into several in-license agreements to advance and obtain access to technologies and services related to our research and early-development activities. We are generally required to make an upfront payment upon execution of our license agreements; development, regulatory and commercialization milestones payments upon the achievement of certain product research, development and commercialization objectives; and royalty payments on future sales, if any, of commercial products resulting from our collaborations.

Pursuant to the terms of our in-license agreements, our collaborators typically lead the discovery efforts and we lead all preclinical, development and commercialization activities associated with the advancement of any product candidates and fund all expenses.

We typically can terminate our in-license agreements by providing advance notice to our collaborators. Our license agreements may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, these license agreements generally remain in effect until the date on which the royalty term and all payment obligations with respect to all products in all countries have expired.

CRISPR Therapeutics AG - CRISPR-Cas9 Gene-editing Therapies

In 2015, we entered into a strategic collaboration, option, and license agreement (the “CRISPR Agreement”) with CRISPR Therapeutics AG and its affiliates (“CRISPR”) to collaborate on the discovery and development of potential new treatments aimed at the underlying genetic causes of human diseases using CRISPR-Cas9 gene-editing technology. We had the exclusive right to license certain targets. In 2019, we elected to exclusively license three targets, including cystic fibrosis, pursuant to the CRISPR Agreement. For each of the three targets that we elected to license, CRISPR has the potential to receive up to an additional $410.0 million in development, regulatory and commercial milestones as well as royalties on resulting net product sales.

In 2017, we entered into a joint development and commercialization agreement with CRISPR (the “CRISPR JDCA”), which we amended and restated in 2021, pursuant to the terms of the CRISPR Agreement. Under the CRISPR JDCA, we and CRISPR are co-developing and preparing to co-commercialize exagamglogene autotemcel (“exa-cel”), for the treatment of hemoglobinopathies, including treatments for sickle cell disease and transfusion-dependent beta thalassemia. Pursuant to the CRISPR JDCA, we lead global development, manufacturing, and commercialization of exa-cel, with support from CRISPR. We also conduct all research, development, manufacturing, and commercialization activities relating to other product candidates and products under the CRISPR JDCA throughout the world subject to CRISPR’s reserved right to conduct certain activities.

In connection with the CRISPR JDCA, CRISPR has the potential to receive a one-time $200.0 million milestone payment upon receipt of the first marketing approval of exa-cel from the U.S. Food and Drug Administration or the European Commission.

We account for the CRISPR JDCA as a cost-sharing arrangement, with costs incurred related to exa-cel allocated 60% to us and 40% to CRISPR, subject to certain adjustments. We recognized the net impact of the CRISPR JDCA as “Research and development expenses” of $57.8 million and $38.9 million during the three months ended June 30, 2023 and 2022, respectively, and $118.3 million and $75.1 million during the six months ended June 30, 2023 and 2022, respectively; and as

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

“Selling, general and administrative expenses” of $23.6 million and $12.1 million during the three months ended June 30, 2023 and 2022, respectively, and $40.1 million and $21.9 million during the six months ended June 30, 2023 and 2022, respectively.

In March 2023, we entered into a non-exclusive license agreement (“the CRISPR T1D Agreement”) for the use of CRISPR’s CRISPR-Cas9 gene-editing technology to accelerate the development of our hypoimmune cell therapies for type 1 diabetes. Pursuant to the CRISPR T1D Agreement, we made a $100.0 million upfront payment to CRISPR. In the second quarter of 2023, we achieved a research milestone that will result in a $70.0 million payment to CRISPR in the third quarter of 2023. Following payment of the $70.0 million milestone, CRISPR will be eligible to receive up to an additional $160.0 million in research, development, regulatory and commercial milestones for any products that may result from the agreement, as well as royalties on resulting net product sales. We determined that substantially all the fair value of the collaboration agreement was attributable to in-process research and development and no substantive processes were acquired that would constitute a business. We concluded that there is no alternative future use for the acquired in-process research and development and recorded the upfront payment and the research milestone to “Acquired in-process research and development expenses” in the first and second quarters of 2023, respectively, resulting in $70.0 million and $170.0 million of “Acquired in-process research and development expenses” in the three and six months ended June 30, 2023, respectively.

Entrada Therapeutics, Inc.

In February 2023, we closed a strategic collaboration and license agreement (the “Entrada Agreement”) with Entrada Therapeutics, Inc. (“Entrada”) focused on discovering and developing intracellular Endosomal Escape Vehicle (EEV) therapeutics for myotonic dystrophy type 1 (“DM1”). Upon closing, we made an upfront payment of $225.1 million to Entrada, and purchased $24.9 million of Entrada’s common stock in connection with the Entrada Agreement. Entrada is eligible to receive up to an additional $485.0 million in research, development, regulatory and commercial milestones for any products that may result from the Entrada Agreement, as well as royalties on resulting net product sales. We determined that substantially all the fair value of the collaboration agreement was attributable to in-process research and development and no substantive processes were acquired that would constitute a business. We concluded that there is no alternative future use for the acquired in-process research and development and recorded the upfront payment to “Acquired in-process research and development expenses” in the first quarter of 2023. During the first quarter, we also recorded the investment in Entrada’s common stock at fair value within our condensed consolidated balance sheet within “Marketable securities.”

Asset Acquisition

Catalyst Biosciences, Inc. - Complement 3 Degrader Program

In May 2022, pursuant to an asset purchase agreement, we acquired Catalyst Biosciences, Inc.’s portfolio of protease medicines that target the complement system (the “complement portfolio”) and related intellectual property, including CB 2782-PEG, which is a pre-clinical complement component 3 degrader program for geographic atrophy in dry age-related macular degeneration. We determined that substantially all the fair value acquired is concentrated in the CB-2782 PEG in-process research and development assets, which do not constitute a business, and for which we determined there is no alternative future use. As a result, we recorded our $60.0 million upfront payment to “Acquired in-process research and development expenses” in the three and six months ended June 30, 2022.

Cystic Fibrosis Foundation

In 2004, we entered into a collaboration agreement with the Cystic Fibrosis Foundation, as successor in interest to the Cystic Fibrosis Foundation Therapeutics, Inc., to support research and development activities. Pursuant to the collaboration agreement, as amended, we have agreed to pay tiered royalties ranging from single digits to sub-teens on covered compounds first synthesized and/or tested during a research term on or before February 28, 2014, including ivacaftor, lumacaftor and tezacaftor and royalties ranging from low-single digits to mid-single digits on potential net sales of certain compounds first synthesized and/or tested between March 1, 2014 and August 31, 2016, including elexacaftor. We do not have any royalty obligations on compounds first synthesized and tested on or after September 1, 2016. For combination products, such as ORKAMBI, SYMDEKO/SYMKEVI and TRIKAFTA/KAFTRIO, sales are allocated equally to each of the active pharmaceutical ingredients in the combination product. We record our royalties payable to the Cystic Fibrosis Foundation to “Cost of sales.”

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

**D.**Earnings Per Share

The following table sets forth the computation of basic and diluted net income per common share for the periods ended:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions, except per share amounts)
Net income$915.7$810.5$1,615.5$1,572.6
Basic weighted-average common shares outstanding257.7255.9257.6255.5
Effect of potentially dilutive securities:
Stock options1.31.41.21.4
Restricted stock units (including PSUs)1.41.41.51.4
Employee stock purchase program0.00.00.00.0
Diluted weighted-average common shares outstanding260.4258.7260.3258.3
Basic net income per common share$3.55$3.17$6.27$6.15
Diluted net income per common share$3.52$3.13$6.21$6.09

We did not include the securities in the following table in the computation of the diluted net income per common share because the effect would have been anti-dilutive during each period:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
Stock options0.00.00.00.0
Unvested restricted stock units (including PSUs)—0.00.30.3

**E.**Fair Value Measurements

The following fair value hierarchy is used to classify assets and liabilities based on observable inputs and unobservable inputs used in order to determine the fair value of our financial assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Our investment strategy is focused on capital preservation. We invest in instruments that meet the credit quality standards outlined in our investment policy, which also limits the amount of credit exposure to any one issue or type of instrument. We maintain strategic equity investments separately from the investment policy that governs our other cash, cash equivalents and marketable securities as described in Note F, “Marketable Securities and Equity Investments.” Additionally, we utilize foreign currency forward contracts intended to mitigate the effect of changes in foreign exchange rates on our condensed consolidated statement of income.

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables set forth our financial assets and liabilities subject to fair value measurements by level within the fair value hierarchy (and does not include $4.2 billion and $3.1 billion of cash as of June 30, 2023 and December 31, 2022, respectively):

As of June 30, 2023As of December 31, 2022
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
(in millions)
Financial instruments carried at fair value (asset positions):
Cash equivalents:
Money market funds$3,474.5$3,474.5$—$—$5,162.6$5,162.6$—$—
Time deposits2,000.0—2,000.0—2,000.0—2,000.0—
U.S. Treasury securities133.3133.3——————
Corporate debt securities5.0—5.0—5.8—5.8—
Commercial paper298.5—298.5—204.5—204.5—
Marketable securities:
Corporate equity securities52.629.323.3—116.888.828.0—
U.S. Treasury securities336.5336.5——————
Government-sponsored enterprise securities500.0500.0——127.1127.1——
Asset-backed securities169.4—169.4—————
Certificates of deposit40.2—40.2—————
Corporate debt securities985.3—985.3—87.0—87.0—
Commercial paper358.5—358.5—55.8—55.8—
Prepaid expenses and other current assets:
Foreign currency forward contracts6.8—6.8—47.5—47.5—
Other assets:
Foreign currency forward contracts0.1—0.1—0.8—0.8—
Total financial assets$8,360.7$4,473.6$3,887.1$—$7,807.9$5,378.5$2,429.4$—
Financial instruments carried at fair value (liability positions):
Other current liabilities:
Foreign currency forward contracts$(26.5)$—$(26.5)$—$(14.3)$—$(14.3)$—
Contingent consideration(15.0)——(15.0)(14.6)——(14.6)
Other long-term liabilities:
Foreign currency forward contracts(1.1)—(1.1)—(0.9)—(0.9)—
Contingent consideration(111.5)——(111.5)(114.4)——(114.4)
Total financial liabilities$(154.1)$—$(27.6)$(126.5)$(144.2)$—$(15.2)$(129.0)

Please refer to Note F, “Marketable Securities and Equity Investments,” for the carrying amount and related unrealized gains (losses) by type of investment.

Fair Value of Corporate Equity Securities

We classify our investments in publicly traded corporate equity securities as “Marketable securities” on our condensed consolidated balance sheets. Generally, our investments in the common stock of publicly traded companies are valued based on Level 1 inputs because they have readily determinable fair values. However, certain of our investments in publicly traded companies have been or continue to be valued based on Level 2 inputs due to transfer restrictions associated with these investments.

As of June 30, 2023, several of our investments in publicly traded corporate equity securities were subject to contractual sales restrictions expiring in 2023, 2024 and 2025 with a total fair value of $51.8 million. We purchased these investments directly from these publicly traded companies in 2022 and the first quarter of 2023, and do not anticipate any circumstances that would cause these restrictions to lapse prior to the periods listed above.

Please refer to Note F, “Marketable Securities and Equity Investments,” for further information on these investments.

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

Fair Value of Contingent Consideration

In 2019, we acquired Exonics Therapeutics, Inc. (“Exonics”), a privately-held company focused on creating transformative gene-editing therapies to repair mutations that cause Duchenne muscular dystrophy and other severe neuromuscular diseases, including DM1. Our Level 3 contingent consideration liabilities are related to $678.3 million of development and regulatory milestones potentially payable to former Exonics equity holders. We base our estimates of the probability of achieving the milestones relevant to the fair value of contingent payments, which could include milestone, royalty and option payments, on industry data attributable to rare diseases and our knowledge of the progress and viability of the programs. The discount rates used in the valuation model for contingent payments, which were between 5.3% and 6.5% as of June 30, 2023, represent a measure of credit risk and market risk associated with settling the liabilities. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Due to the uncertainties associated with development and commercialization of product candidates in the pharmaceutical industry and the effects of changes in other assumptions including discount rates, we expect our estimates regarding the fair value of contingent consideration to change in the future, resulting in adjustments to the fair value of our contingent consideration liabilities, and the effect of any such adjustments could be material.

The following table represents a rollforward of the fair value of our contingent consideration liabilities:

Six Months Ended June 30, 2023
(in millions)
Balance at December 31, 2022$129.0
Decrease in fair value of contingent payments(2.5)
Balance at June 30, 2023$126.5

**F.**Marketable Securities and Equity Investments

A summary of our cash equivalents and marketable securities, which are recorded at fair value (and do not include $4.2 billion and $3.1 billion of cash as of June 30, 2023 and December 31, 2022, respectively), is shown below:

As of June 30, 2023As of December 31, 2022
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesFair Value
(in millions)
Cash equivalents:
Money market funds$3,474.5$—$—$3,474.5$5,162.6$—$—$5,162.6
Time deposits2,000.0——2,000.02,000.0——2,000.0
U.S. Treasury securities133.3——133.3————
Corporate debt securities5.0——5.05.8——5.8
Commercial paper298.5——298.5204.5——204.5
Total cash equivalents$5,911.3$—$—$5,911.3$7,372.9$—$—$7,372.9
Marketable securities:
U.S. Treasury securities$340.7$—$(4.2)$336.5$—$—$—$—
Government-sponsored enterprise securities502.0—(2.0)500.0127.00.2(0.1)127.1
Asset-backed securities170.4—(1.0)169.4————
Certificates of deposit40.3—(0.1)40.2————
Corporate debt securities994.0—(8.7)985.387.2—(0.2)87.0
Commercial paper358.6—(0.1)358.555.8——55.8
Total marketable debt securities2,406.0—(16.1)2,389.9270.00.2(0.3)269.9
Corporate equity securities72.1—(19.5)52.6104.430.9(18.5)116.8
Total marketable securities$2,478.1$—$(35.6)$2,442.5$374.4$31.1$(18.8)$386.7

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

Available-for-sale debt securities were classified on our condensed consolidated balance sheets at fair value as follows:

As of June 30, 2023As of December 31, 2022
(in millions)
Cash and cash equivalents$3,911.3$5,372.9
Marketable securities1,032.6157.7
Long-term marketable securities1,357.3112.2
Total$6,301.2$5,642.8

Available-for-sale debt securities by contractual maturity were as follows:

As of June 30, 2023As of December 31, 2022
(in millions)
Matures within one year$4,943.9$5,530.6
Matures after one year through five years1,357.3112.2
Total$6,301.2$5,642.8

We did not record any allowances for credit losses to adjust the fair value of available-for-sale debt securities or gross realized gains or losses in the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, we held available-for-sale debt securities with a total fair value of $2.13 billion that were in unrealized loss positions totaling $16.1 million; however, none of these investments had been in an unrealized loss position for greater than twelve months.

We record changes in the fair value of our investments in corporate equity securities to “Other income (expense), net” in our condensed consolidated statements of income. During the three and six months ended June 30, 2023 and 2022, our net unrealized gains (losses) on corporate equity securities held at the conclusion of each period were as follows:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
Net unrealized gains (losses)$9.2$(84.2)$(0.9)$(159.8)

During the six months ended June 30, 2023, we received proceeds of $95.1 million related to the sale of the common stock of a publicly traded company, which had a total original cost basis of $57.3 million. There were no sales of the common stock of publicly traded companies during the six months ended June 30, 2022.

As of June 30, 2023, the carrying value of our equity investments without readily determinable fair values, which are recorded in “Other assets” on our condensed consolidated balance sheets, was $98.6 million.

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

**G.**Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component:

Unrealized Holding Gains (Losses), Net of Tax
Foreign Currency Translation AdjustmentOn Available-For-Sale Debt SecuritiesOn Foreign Currency Forward ContractsTotal
(in millions)
Balance at December 31, 2022$(25.0)$(0.1)$25.9$0.8
Other comprehensive income (loss) before reclassifications14.1(12.6)(18.4)(16.9)
Amounts reclassified from accumulated other comprehensive income (loss)——(23.7)(23.7)
Net current period other comprehensive income (loss)14.1(12.6)(42.1)(40.6)
Balance at June 30, 2023$(10.9)$(12.7)$(16.2)$(39.8)
Balance at December 31, 2021$(13.6)$(0.5)$30.0$15.9
Other comprehensive (loss) income before reclassifications(24.7)(3.0)120.392.6
Amounts reclassified from accumulated other comprehensive income (loss)——(51.0)(51.0)
Net current period other comprehensive (loss) income(24.7)(3.0)69.341.6
Balance at June 30, 2022$(38.3)$(3.5)$99.3$57.5

**H.**Hedging

Foreign currency forward contracts - Designated as hedging instruments

We maintain a hedging program intended to mitigate the effect of changes in foreign exchange rates for a portion of our forecasted product revenues denominated in certain foreign currencies. The program includes foreign currency forward contracts that are designated as cash flow hedges under U.S. GAAP having contractual durations from one to eighteen months. We recognize realized gains and losses for the effective portion of such contracts in “Product revenues, net” in our condensed consolidated statements of income in the same period that we recognize the product revenues that were impacted by the hedged foreign exchange rate changes.

We formally document the relationship between foreign currency forward contracts (hedging instruments) and forecasted product revenues (hedged items), as well as our risk management objective and strategy for undertaking various hedging activities, which includes matching all foreign currency forward contracts that are designated as cash flow hedges to forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the foreign currency forward contracts are highly effective in offsetting changes in cash flows of hedged items on a prospective and retrospective basis. If we were to determine that a (i) foreign currency forward contract is not highly effective as a cash flow hedge, (ii) foreign currency forward contract has ceased to be a highly effective hedge or (iii) forecasted transaction is no longer probable of occurring, we would discontinue hedge accounting treatment prospectively. We measure effectiveness based on the change in fair value of the forward contracts and the fair value of the hypothetical foreign currency forward contracts with terms that match the critical terms of the risk being hedged. As of June 30, 2023, all hedges were determined to be highly effective.

We consider the impact of our counterparties’ credit risk on the fair value of the foreign currency forward contracts. As of June 30, 2023 and December 31, 2022, credit risk did not change the fair value of our foreign currency forward contracts.

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table summarizes the notional amount in U.S. dollars of our outstanding foreign currency forward contracts designated as cash flow hedges under U.S. GAAP:

As of June 30, 2023As of December 31, 2022
Foreign Currency(in millions)
Euro$1,082.1$1,497.7
British pound sterling189.7247.4
Canadian dollar183.2216.3
Australian dollar140.0174.9
Swiss Franc52.365.2
Total foreign currency forward contracts$1,647.3$2,201.5

Foreign currency forward contracts - Not designated as hedging instruments

We also enter into foreign currency forward contracts with contractual maturities of less than one month, which are designed to mitigate the effect of changes in foreign exchange rates on monetary assets and liabilities, including intercompany balances. These contracts are not designated as hedging instruments under U.S. GAAP. We recognize realized gains and losses for such contracts in “Other income (expense), net” in our condensed consolidated statements of income each period. As of June 30, 2023, the notional amount of our outstanding foreign currency forward contracts where hedge accounting under U.S. GAAP is not applied was $1.0 billion.

During the three and six months ended June 30, 2023 and 2022, we recognized the following related to foreign currency forward contracts in our condensed consolidated statements of income:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
Designated as hedging instruments - Reclassified from AOCI
Product revenues, net$8.2$45.0$30.2$65.1
Not designated as hedging instruments
Other income (expense), net$0.6$(8.4)$4.2$(16.8)
Total reported in the Condensed Consolidated Statements of Income
Product revenues, net$2,493.2$2,196.2$4,868.0$4,293.7
Other income (expense), net$1.6$(78.1)$2.9$(150.9)

The following table summarizes the fair value of our outstanding foreign currency forward contracts designated as cash flow hedges under U.S. GAAP included on our condensed consolidated balance sheets:

As of June 30, 2023
AssetsLiabilities
ClassificationFair ValueClassificationFair Value
(in millions)
Prepaid expenses and other current assets$6.8Other current liabilities$(26.5)
Other assets0.1Other long-term liabilities(1.1)
Total assets$6.9Total liabilities$(27.6)

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

As of December 31, 2022
AssetsLiabilities
ClassificationFair ValueClassificationFair Value
(in millions)
Prepaid expenses and other current assets$47.5Other current liabilities$(14.3)
Other assets0.8Other long-term liabilities(0.9)
Total assets$48.3Total liabilities$(15.2)

As of June 30, 2023, we expect the amounts that are related to foreign exchange forward contracts designated as cash flow hedges under U.S. GAAP recorded in “Prepaid expenses and other current assets” and “Other current liabilities” to be reclassified to earnings within twelve months.

We present the fair value of our foreign currency forward contracts on a gross basis within our condensed consolidated balance sheets. The following table summarizes the potential effect of offsetting derivatives by type of financial instrument designated as cash flow hedges under U.S. GAAP on our condensed consolidated balance sheets:

As of June 30, 2023
Gross Amounts RecognizedGross Amounts OffsetGross Amounts PresentedGross Amounts Not OffsetLegal Offset
Foreign currency forward contracts(in millions)
Total assets$6.9$—$6.9$(6.9)$—
Total liabilities(27.6)—(27.6)6.9(20.7)
As of December 31, 2022
Gross Amounts RecognizedGross Amounts OffsetGross Amounts PresentedGross Amounts Not OffsetLegal Offset
Foreign currency forward contracts(in millions)
Total assets$48.3$—$48.3$(15.2)$33.1
Total liabilities(15.2)—(15.2)15.2—

**I.**Inventories

Inventories consisted of the following:

As of June 30, 2023As of December 31, 2022
(in millions)
Raw materials$71.8$38.1
Work-in-process398.9260.7
Finished goods132.8161.8
Total$603.5$460.6

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

**J.**Stock-based Compensation Expense and Share Repurchase Programs

Stock-based compensation expense

During the three and six months ended June 30, 2023 and 2022, we recognized the following stock-based compensation expense:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
Stock-based compensation expense by type of award:
Restricted stock units (including PSUs)$113.6$103.0$229.5$221.2
Stock options2.46.33.811.8
ESPP share issuances3.94.39.411.1
Stock-based compensation expense related to inventories(0.6)0.3(1.0)0.1
Total stock-based compensation expense included in “Total costs and expenses”$119.3$113.9$241.7$244.2
Stock-based compensation expense by line item:
Cost of sales$1.8$2.4$3.7$4.6
Research and development expenses74.569.5150.8149.9
Selling, general and administrative expenses43.042.087.289.7
Total stock-based compensation expense included in costs and expenses119.3113.9241.7244.2
Income tax effect(31.3)(26.5)(71.9)(62.5)
Total stock-based compensation expense, net of tax$88.0$87.4$169.8$181.7

Share repurchase program

In February 2023, our Board of Directors approved a share repurchase program (our “Share Repurchase Program”), pursuant to which we are authorized to repurchase up to $3.0 billion of our common stock. Our Share Repurchase Program does not have an expiration date and can be discontinued at any time. During the six months ended June 30, 2023, we repurchased 538,505 shares of our common stock under our Share Repurchase Program for an aggregate of $161.1 million. As of June 30, 2023, a total of $2.8 billion remained authorized for future repurchases.

**K.**Income Taxes

We are subject to U.S. federal, state, and foreign income taxes. During the three and six months ended June 30, 2023 and 2022, we recorded the following provisions for income taxes and effective tax rates as compared to our income before provision for income taxes:

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions, except percentages)
Income before provision for income taxes$1,161.5$1,024.4$2,053.0$1,979.2
Provision for income taxes$245.8$213.9$437.5$406.6
Effective tax rate21.2%20.9%21.3%20.5%

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

Our effective tax rate was similar to the U.S. statutory rate for each of the three and six months ended June 30, 2023 and 2022.

We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of June 30, 2023 and December 31, 2022, we had $250.4 million and $208.5 million, respectively, of net unrecognized tax benefits, which would affect our tax rate if recognized.

We file U.S. federal income tax returns and income tax returns in various state, local and foreign jurisdictions. We have various income tax audits ongoing at any time throughout the world. Except for jurisdictions where we have net operating losses or tax credit carryforwards, we are no longer subject to any tax assessment from tax authorities for years prior to 2014 in jurisdictions that have a material impact on our consolidated financial statements.

**L.**Commitments and Contingencies

2022 Credit Facility

In July 2022, Vertex and certain of its subsidiaries entered into a $500.0 million unsecured revolving facility (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and the lenders referred to therein (the “Lenders”), which matures on July 1, 2027. The Credit Agreement was not drawn upon at closing and we have not drawn upon it to date. Amounts drawn pursuant to the Credit Agreement, if any, will be used for general corporate purposes. Subject to satisfaction of certain conditions, we may request that the borrowing capacity for the Credit Agreement be increased by an additional $500.0 million. Additionally, the Credit Agreement provides a sublimit of $100.0 million for letters of credit.

Any amounts borrowed under the Credit Agreement will bear interest, at our option, at either a base rate or a Secured Overnight Financing Rate (“SOFR”), in each case plus an applicable margin. Under the Credit Agreement, the applicable margins on base rate loans range from 0.000% to 0.500% and the applicable margins on SOFR loans range from 1.000% to 1.500%, in each case based on our consolidated leverage ratio (the ratio of our total consolidated funded indebtedness to our consolidated EBITDA for the most recently completed four fiscal quarter period).

Any amounts borrowed pursuant to the Credit Agreement are guaranteed by certain of our existing and future domestic subsidiaries, subject to certain exceptions.

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including a financial covenant to maintain subject to certain limited exceptions, a consolidated leverage ratio of 3.50 to 1.00, subject to an increase to 4.00 to 1.00 following a material acquisition. As of June 30, 2023, we were in compliance with the covenants described above. The Credit Agreement also contains customary events of default. In the case of a continuing event of default, the administrative agent would be entitled to exercise various remedies, including the acceleration of amounts due under outstanding loans.

Direct costs related to the Credit Agreement are recorded over its term and were not material to our financial statements.

Guaranties and Indemnifications

As permitted under Massachusetts law, our Articles of Organization and By-laws provide that we will indemnify certain of our officers and directors for certain claims asserted against them in connection with their service as an officer or director. The maximum potential amount of future payments that we could be required to make under these indemnification provisions is unlimited. However, we have purchased directors’ and officers’ liability insurance policies that could reduce our monetary exposure and enable us to recover a portion of any future amounts paid. No indemnification claims currently are outstanding, and we believe the estimated fair value of these indemnification arrangements is minimal.

We customarily agree in the ordinary course of our business to indemnification provisions in agreements with clinical trial investigators and sites in our product development programs, sponsored research agreements with academic and not-for-profit institutions, various comparable agreements involving parties performing services for us, and our real estate leases. We also customarily agree to certain indemnification provisions in our drug discovery, development and commercialization collaboration agreements. With respect to our clinical trials and sponsored research agreements, these indemnification provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal injury or property damage, violations of law or certain breaches of our contractual obligations arising out of the research or

VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

clinical testing of our compounds or product candidates. With respect to lease agreements, the indemnification provisions typically apply to claims asserted against the landlord relating to personal injury or property damage caused by us, to violations of law by us or to certain breaches of our contractual obligations. The indemnification provisions appearing in our collaboration agreements are similar to those for the other agreements discussed above, but in addition provide some limited indemnification for our collaborator in the event of third-party claims alleging infringement of intellectual property rights. In each of the cases above, the indemnification obligation generally survives the termination of the agreement for some extended period, although we believe the obligation typically has the most relevance during the contract term and for a short period of time thereafter. The maximum potential amount of future payments that we could be required to make under these provisions is generally unlimited. We have purchased insurance policies covering personal injury, property damage and general liability that reduce our exposure for indemnification and would enable us in many cases to recover all or a portion of any future amounts paid. We have never paid any material amounts to defend lawsuits or settle claims related to these indemnification provisions. Accordingly, we believe the estimated fair value of these indemnification arrangements is minimal.

Other Contingencies

We have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue for such contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Other than our contingent consideration liabilities discussed in Note E, “Fair Value Measurements,” there were no material contingent liabilities accrued as of June 30, 2023 or December 31, 2022.

**M.**Additional Cash Flow Information

The cash, cash equivalents and restricted cash at the beginning and ending of each period presented in our condensed consolidated statements of cash flows consisted of the following:

Six Months Ended June 30,
20232022
Beginning of periodEnd of periodBeginning of periodEnd of period
(in millions)
Cash and cash equivalents$10,504.0$10,151.1$6,795.0$8,702.2
Prepaid expenses and other current assets8.02.35.11.9
Cash, cash equivalents and restricted cash per condensed consolidated statement of cash flows$10,512.0$10,153.4$6,800.1$8,704.1

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