OVERVIEW


We invest in scientific innovation to create transformative medicines for people
with serious diseases with a focus on specialty markets. We continue to focus on
developing and commercializing therapies for the treatment of cystic fibrosis,
or CF. In 2019, we obtained approval in the United States, or U.S., for and
launched TRIKAFTA (elexacaftor/tezacaftor/ivacaftor and ivacaftor). We are
broadening our pipeline through internal research efforts and accessing external
innovation through business development transactions.
We have four approved medicines that treat the underlying cause of CF, which is
a life-threatening genetic disease. In October 2019, TRIKAFTA, our
triple-combination regimen, was approved by the United States Food and Drug
Administration, or FDA, for the treatment of patients with CF 12 years of age or
older who have at least one F508del mutation in the cystic fibrosis
transmembrane conductance regulator, or CFTR, gene. This approval increased the
number of patients eligible for our medicines in the U.S. by approximately 6,000
and provided an additional treatment option for many patients who are also
eligible for one of our previously approved products. We have submitted a
Marketing Authorization Application, or MAA, to the European Medicines Agency,
or EMA, for this triple combination regimen. Our four medicines are collectively
approved to treat approximately 60% of the 75,000 CF patients in North America,
Europe and Australia. We are focused on obtaining approval for the triple
combination in ex-U.S. markets for patients 12 years of age and older and
evaluating our triple combination in younger patients with the goal of having
treatments for up to 90% of patients with CF. We are also pursuing genetic
therapies to address the remaining 10% of CF patients.
Our small molecule programs include programs focused on developing treatments
for alpha-1 antitrypsin, or AAT, deficiency, APOL1-mediated kidney diseases and
pain. We are evaluating CTX001, a genetic therapy as a potential treatment for
sickle cell disease and beta thalassemia, in Phase 1/2 clinical trials in
collaboration with CRISPR Therapeutics AG, or CRISPR. In 2019, through a series
of strategic transactions, we acquired preclinical genetic therapy programs for
Duchenne muscular dystrophy, or DMD, and myotonic dystrophy type 1, or DM1, and
preclinical programs to develop cell-based therapies for type 1 diabetes, or
T1D.
We are monitoring the potential impacts of the recent spread of the novel strain
of the coronavirus ("COVID-19") on our business. COVID-19 has not affected our
supply chain or the demand for our medicines and we believe that we will be able
to continue to supply all of our approved medicines to our patients globally. We
have adjusted our business operations in response to COVID-19, with a majority
of our employees working remotely, and COVID-19 has resulted in delays in
certain research and development activities.
Financial Highlights
Revenues
In the first quarter of 2020, our net product revenues continued to increase due
to the approval of TRIKAFTA in late 2019 and uptake of our medicines medicines
in ex-U.S. markets following completion of reimbursement agreements in 2019.

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Expenses
Our combined R&D and SG&A expenses increased to $630.8 million in the first
quarter of 2020 from $486.5 million in the first quarter of 2019. In the first
quarter of 2020, cost of sales was 11% of our net product revenues.
Balance Sheet
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Business Updates
COVID-19 has not affected our supply chain and we believe that we will be able
to continue to supply all of our approved medicines to our patients globally.
TRIKAFTA (elexacaftor/tezacaftor/ivacaftor and ivacaftor)
•    The majority of the approximately 18,000 eligible patients in the United

States have now initiated treatment with TRIKAFTA following its approval in

October 2019.

• The MAA for the elexacaftor, tezacaftor and ivacaftor triple combination in

patients 12 years of age and older with at least one F508del mutation that

we submitted in 2019 is being reviewed by the EMA.

• We recently submitted our applications for approval of the elexacaftor,

tezacaftor and ivacaftor triple combination for patients 12 years of age and

older with at least one F508del mutation in Australia and Switzerland.

• We recently completed enrollment for a Phase 3 clinical trial evaluating the

use of the elexacaftor, tezacaftor and ivacaftor triple combination in

children 6 to 11 years of age with CF who have two copies of

the F508del mutation or who have one F508del mutation and one minimal

function mutation. If the data from this clinical trial is positive, we plan


     to submit a supplemental New Drug Application, or sNDA, to the FDA in the
     second half of 2020 for children 6 to 11 years of age with at least one

F508del mutation, followed by regulatory submissions in other countries.

KALYDECO (ivacaftor) • We recently completed the submission of an sNDA to the FDA and Type 2

variation to the EMA for the use of KALYDECO in patients four to less than


     six months of age.


Pipeline


Depending on the disease, stage of development and type of clinical trial, and
to ensure patient safety and reduce the burden on the healthcare system at a
time of critical need, we have temporarily paused or delayed enrollment in
certain clinical trials.
•    AAT Deficiency: We temporarily paused screening and enrollment in the Phase

2 proof-of-concept clinical trial for VX-814, our first investigational oral

small molecule corrector for the treatment of alpha-1 antitrypsin, or AAT,


     deficiency, in patients with AAT deficiency who have two copies of the Z
     mutation. The Phase 2 clinical trial remains active and we continue to
     initiate new trial sites to enable future patient enrollment.

• Focal Segmental Glomerulosclerosis: We recently initiated a Phase 2


     proof-of-concept clinical trial designed to evaluate the reduction in
     proteinuria in patients with APOL1-mediated focal segmental
     glomerulosclerosis, or FSGS, receiving treatment with VX-147.


• Beta Thalassemia and Sickle Cell Disease: We and our collaborator, CRISPR,

expect to provide additional data from the two ongoing Phase 1/2 clinical

trials of the investigational CRISPR/Cas9 gene-editing therapy CTX001, in

patients with transfusion-dependent beta thalassemia and in patients with

severe sickle cell disease in 2020.

• T1D: We continue to advance our cell therapy program for the treatment of

T1D and expect to initiate clinical development in patients in late 2020 or


     early 2021.


External Innovation • Affinia Therapeutics: In April 2020, we entered into a collaboration with

Affinia Therapeutics Inc. to gain access to a novel library of AAV capsids

to support our ongoing research and development efforts in genetic

therapies. The goal of the collaboration will be to develop gene therapies


     for people affected by DMD, DM1 and CF.


• Moderna: Based on preclinical data generated to date, we recently extended


     our collaboration with Moderna, aimed at the discovery and development of
     messenger ribonucleic acid, or mRNA, therapeutics for the treatment of CF.




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Research


We are continuing to invest in our research programs and fostering scientific
innovation in order to identify and develop transformative medicines. Our
strategy is to combine transformative advances in the understanding of human
disease and the science of therapeutics in order to identify and develop new
medicines. We believe that pursuing research in diverse areas allows us to
balance the risks inherent in drug development and may provide drug candidates
that will form our pipeline in future years. To supplement our internal research
programs, we acquire technologies and programs and collaborate with
biopharmaceutical and technology companies, leading academic research
institutions, government laboratories, foundations and other organizations, as
needed, to advance research in our areas of therapeutic interest and to access
technologies needed to execute on our strategy.
Drug Discovery and Development
Discovery and development of a new pharmaceutical product is a difficult and
lengthy process that requires significant financial resources along with
extensive technical and regulatory expertise. Potential drug candidates are
subjected to rigorous evaluations, driven in part by stringent regulatory
considerations, designed to generate information concerning efficacy, side
effects, proper dosage levels and a variety of other physical and chemical
characteristics that are important in determining whether a drug candidate
should be approved for marketing as a pharmaceutical product. Most chemical
compounds that are investigated as potential drug candidates never progress into
development, and most drug candidates that do advance into development never
receive marketing approval. Because our investments in drug candidates are
subject to considerable risks, we closely monitor the results of our discovery,
research, clinical trials and nonclinical studies and frequently evaluate our
drug development programs in light of new data and scientific, business and
commercial insights, with the objective of balancing risk and potential. This
process can result in abrupt changes in focus and priorities as new information
becomes available and as we gain additional understanding of our ongoing
programs and potential new programs, as well as those of our competitors.
If we believe that data from a completed registration program support approval
of a drug candidate, we submit an NDA to the FDA requesting approval to market
the drug candidate in the United States and seek analogous approvals from
comparable regulatory authorities in jurisdictions outside the United States. To
obtain approval, we must, among other things, demonstrate with evidence gathered
in nonclinical studies and well-controlled clinical trials that the drug
candidate is safe and effective for the disease it is intended to treat and that
the manufacturing facilities, processes and controls for the manufacture of the
drug candidate are adequate. The FDA and ex-U.S. regulatory authorities have
substantial discretion in deciding whether or not a drug candidate should be
granted approval based on the benefits and risks of the drug candidate in the
treatment of a particular disease, and could delay, limit or deny regulatory
approval. If regulatory delays are significant or regulatory approval is limited
or denied altogether, our financial results and the commercial prospects for the
drug candidate involved will be harmed.
Regulatory Compliance
Our marketing of pharmaceutical products is subject to extensive and complex
laws and regulations. We have a corporate compliance program designed to
actively identify, prevent and mitigate risk through the implementation of
compliance policies and systems and through the promotion of a culture of
compliance. Among other laws, regulations and standards, we are subject to
various U.S. federal and state laws, and comparable laws in other jurisdictions,
pertaining to health care fraud and abuse, including anti-kickback and false
claims laws, and laws prohibiting the promotion of drugs for unapproved or
off-label uses. Anti-kickback laws generally make it illegal for a prescription
drug manufacturer to knowingly and willfully solicit, offer, receive or pay any
remuneration in return for or to induce the referral of business, including the
purchase or prescription of a particular drug that is reimbursed by a state or
federal health care program. False claims laws prohibit anyone from knowingly or
willfully presenting for payment to third-party payors, including Medicare and
Medicaid, claims for reimbursed drugs or services that are false or fraudulent,
claims for items or services not provided as claimed, or claims for medically
unnecessary items or services. We are subject to laws and regulations that
regulate the sales and marketing practices of pharmaceutical manufacturers, as
well as laws such as the U.S. Foreign Corrupt Practices Act, which govern our
international business practices with respect to payments to government
officials. In addition, we are subject to various data protection and privacy
laws and regulations in the U.S., E.U., Canada, Australia and other
jurisdictions. We expect to continue to devote substantial resources to
maintain, administer and expand these compliance programs globally.
Reimbursement
Sales of our products depend, to a large degree, on the extent to which our
products are reimbursed by third-party payors, such as government health
programs, commercial insurance and managed health care organizations. We
dedicate substantial management and other resources in order to obtain and
maintain appropriate levels of reimbursement for our products from third-party
payors, including governmental organizations in the United States and ex-U.S.
markets.


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In the United States, we have worked successfully with third party payors in
order to promptly obtain appropriate levels of reimbursement for our first three
CF medicines and are working with these stakeholders to obtain reimbursement for
TRIKAFTA. We plan to continue to engage in discussions with numerous commercial
insurers and managed health care organizations, along with government health
programs that are typically managed by authorities in the individual states, to
ensure that payors recognize the significant benefits that our medicines provide
by treating the underlying cause of cystic fibrosis and continue to provide
access to our medicines.
In Europe and other ex-U.S. markets, we seek government reimbursement for our
medicines on a country-by-country basis. This is necessary for each new
medicine, as well as, label expansions for our current medicines in most
countries. We successfully obtained reimbursement for KALYDECO in each
significant ex-U.S. market within two years of approval. We experienced
significant challenges in obtaining reimbursement for ORKAMBI in certain ex-U.S.
markets, however, we now have obtained reimbursement for ORKAMBI or SYMKEVI in
most of our significant ex-U.S. markets. In some ex-U.S. markets, including
Ireland, Denmark and Australia, our reimbursement agreements include innovative
arrangements that provide a pathway to access and rapid reimbursement for
certain future CF medicines. We filed a MAA with the EMA for the triple
combination regimen of elexacaftor, tezacaftor and ivacaftor and, if approved,
we would need to seek government reimbursement on a country-by-country basis, in
most European markets. In December 2019, we reached an agreement with the
government in Ireland to expand the existing reimbursement agreement to include
the triple combination regimen pending approval by the EMA. We continue to seek
government reimbursement and label expansions for our medicines in the
applicable jurisdictions.
Strategic Transactions
Acquisitions
As part of our business strategy, we seek to acquire drugs, drug candidates and
other technologies and businesses that have the potential to complement our
ongoing research and development efforts. In 2019, we invested significantly in
business development transactions designed to augment our pipeline, including
the acquisition of Exonics, a privately-held company focused on creating
transformative gene-editing therapies to repair mutations that cause DMD and
other severe neuromuscular diseases, including DM1, and Semma, a privately-held
company focused on the use of stem cell-derived human islets as a potentially
curative treatment for T1D. In the Exonics acquisition, we paid approximately
$245.0 million upfront to Exonics equity holders and agreed to additional
payments based upon successful achievement of specified development and
regulatory milestones. In the Semma acquisition, we paid approximately $950.0
million in cash to Semma equity holders. We expect to continue to identify and
evaluate potential acquisitions that may be similar to or different from the
transactions that we have engaged in previously.
Both of our 2019 acquisitions were accounted for as business combinations.  As
of the acquisition date for each transaction, the cash payments, as well as the
fair value of contingent consideration for Exonics, were allocated primarily to
goodwill and the fair value of several in-process research and development
assets that we acquired.  The fair value of contingent consideration related to
Exonics was recorded as a liability and will be adjusted on a quarterly basis in
the future.  As a result, these acquisitions are primarily reflected in
additional assets and liabilities on our condensed consolidated balance sheet.
Please refer to Note C, "Acquisitions," and our critical accounting policies,
"Acquisitions," in our 2019 Annual Report on Form 10-K for further information
regarding the significant judgments and estimates related to our 2019
acquisitions.
Collaboration and Licensing Arrangements
We enter into arrangements with third parties, including collaboration and
licensing arrangements, for the development, manufacture and commercialization
of drugs, drug candidates and other technologies that have the potential to
complement our ongoing research and development efforts. We expect to continue
to identify and evaluate collaboration and licensing opportunities that may be
similar to or different from the collaborations and licenses that we have
engaged in previously.
In-License Agreements
We have entered into collaborations with biotechnology and pharmaceutical
companies in order to acquire rights or to license drug candidates or
technologies that enhance our pipeline and/or our research capabilities. Over
the last several years, we entered into collaboration agreements with a number
of companies, including Arbor Biotechnologies, Inc., CRISPR, Kymera
Therapeutics, Inc. and Molecular Templates, Inc. Generally, when we in-license a
technology or drug candidate, we make upfront payments to the collaborator,
assume the costs of the program and/or agree to make contingent payments, which
could consist of milestone, royalty and option payments. Most of these
collaboration payments are expensed as research and development expenses;
however, depending on many factors, including the structure of the
collaboration, the significance of the drug candidate that we license to the
collaborator's operations and the other activities in which our collaborators
are engaged, the accounting for these transactions can vary significantly. In
the first quarter of 2020 and the first quarter of 2019,


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our research and development expenses included $36.3 million and $5.3 million,
respectively, related to upfront and milestones payments pursuant to our
collaboration agreements.
Out-License Agreements
We also have out-licensed internally developed programs to collaborators who are
leading the development of these programs. These out-license arrangements
include our agreements with Janssen Pharmaceuticals, Inc., or Janssen, which is
evaluating pimodivir in Phase 3 clinical trials for the treatment of influenza;
and Merck KGaA, Darmstadt, Germany, which licensed oncology research and
development programs from us in early 2017. Pursuant to these out-licensing
arrangements, our collaborators are responsible for the research, development
and commercialization costs associated with these programs, and we are entitled
to receive contingent milestone and/or royalty payments. As a result, we do not
expect to incur significant expenses in connection with these programs and have
the potential for future collaborative and royalty revenues resulting from these
programs.
Please refer to Note C, "Collaborative Arrangements," for further information
regarding our in-license agreements and out-license agreements.
Strategic Investments
In connection with our business development activities, we have periodically
made equity investments in our collaborators. As of March 31, 2020, we held
strategic equity investments in several public companies, including CRISPR, and
certain private companies, and we plan to make additional strategic equity
investments in the future. While we invest the majority of our cash, cash
equivalents and marketable securities in instruments that meet specific credit
quality standards and limit our exposure to any one issue or type of instrument,
our strategic investments are maintained and managed separately from our other
cash, cash equivalents and marketable securities. Any changes in the fair value
of equity investments with readily determinable fair values (including publicly
traded securities such as CRISPR) are recorded to other income (expense), net in
our condensed consolidated statement of operations. For equity investments
without readily determinable fair values including equity investments in private
companies, each reporting period we are required to re-evaluate the carrying
value of the investment, which may result in other income (expense).
In the first quarter of 2020 and the first quarter of 2019, we recorded within
other income (expense), a net loss of $44.9 million and a net gain of $43.6
million, respectively, related to changes in the fair value of our strategic
investments, and from sales of certain equity investments. To the extent that we
continue to hold strategic investments, particularly strategic investments in
publicly traded companies, we will record other income (expense) related to
these strategic investments on a quarterly basis. Due to the high volatility of
stocks in the biotechnology industry, we expect the value of these strategic
investments to fluctuate and that the increases or decreases in the fair value
of these strategic investments will continue to have material impacts on our net
income (expense) and our profitability on a quarterly and/or annual basis.


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RESULTS OF OPERATIONS


                                                  Three Months Ended March 31,            Increase/(Decrease)
                                                     2020                2019                  $               %
                                                                     (in thousands)
Revenues                                      $      1,515,107       $   858,435     $      656,672            76 %
Operating costs and expenses                           794,883           581,627            213,256            37 %
Income from operations                                 720,224           276,808            443,416           160 %
Other non-operating (expense) income, net              (62,690 )          43,357                 **            **
Provision for income taxes                              54,781            51,534              3,247             6 %
Net income                                    $        602,753       $   268,631     $      334,122           124 %

Net income per diluted common share           $           2.29       $      

1.03


Diluted shares used in per share calculations          263,515           260,175

                                                                                                ** Not meaningful


Net Income
Our net income increased in the first quarter of 2020 as compared to the first
quarter of 2019 due to significant increases in our revenues partially offset by
increases in our operating expenses, non-operating expense and provision for
income taxes. The increase in revenues was primarily due to the U.S. approval of
TRIKAFTA in the fourth quarter of 2019. Increases in operating expenses were the
result of increased cost of sales consistent with increased product revenues,
increased investment in research and development and increased sales, general
and administrative expenses to support our business. The change in non-operating
(expense) income, net was primarily related to changes in the value of our
strategic investments.
Earnings Per Share
Diluted net income per common share was $2.29 in the first quarter of 2020 as
compared to diluted net income per common share of $1.03 in the first quarter of
2019.
Revenues
                                                 Three Months Ended March 31,         Increase/(Decrease)
                                                     2020               2019               $             %
                                                                  (in thousands)
Product revenues, net                         $       1,515,107     $  857,253     $      657,854        77 %
Collaborative and royalty revenues                            -          1,182             (1,182 )      **
Total revenues                                $       1,515,107     $  858,435     $      656,672        76 %

                                                                                          ** Not meaningful


Product Revenues, Net


                                                 Three Months Ended March 31,         Increase/(Decrease)
                                                     2020               2019              $             %
                                                                 (in thousands)
TRIKAFTA                                      $         895,233     $        -     $    895,233        **

SYMDEKO/SYMKEVI                                         173,159        320,275         (147,116 )     (46 )%
ORKAMBI                                                 234,138        293,007          (58,869 )     (20 )%
KALYDECO                                                212,577        243,971          (31,394 )     (13 )%
Total product revenues, net                   $       1,515,107     $  857,253     $    657,854        77  %

                                                                                        ** Not meaningful


In the first quarter of 2020, our net product revenues increased by $657.9
million as compared to the first quarter of 2019. The increase in total net
product revenues in the first quarter of 2020 was primarily due to the launch of
TRIKAFTA, which was approved in the United States in the fourth quarter of 2019.
Decreases in revenues for our other products were the result of patients in the
United States switching from these medicines to TRIKAFTA partially offset by
label expansions and expanded access to our medicines in ex-U.S markets. In the
first quarter of 2020 and 2019, our net product revenues included


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product revenues of $327.5 million and $217.4 million, respectively, from
ex-U.S. markets. Net product revenues in the first quarter of 2020 were also
positively impacted by factors that may not be repeated in future periods,
including early prescription refills, advance purchasing of medicines and
initial compliance and persistence rates of patients who recently initiated
treatment with TRIKAFTA.
Collaborative and Royalty Revenues
We did not record any collaborative and royalty revenues in the first quarter of
2020. Our collaborative and royalty revenues were $1.2 million in the first
quarter of 2019. Our collaborative revenues have historically fluctuated
significantly from one period to another and may continue to fluctuate in the
future. Our future royalty revenues will be dependent on if, and when, our
collaborators, including Janssen and Merck KGaA, Darmstadt, Germany are able to
successfully develop drug candidates that we have out-licensed to them.
Operating Costs and Expenses
                       `                           Three Months Ended March 31,           Increase/(Decrease)
                                                       2020              2019                  $                %
                                                                       (in thousands)
Cost of sales                                    $       162,497     $   95,092     $        67,405             71 %
Research and development expenses                        448,528        339,490             109,038             32 %
Sales, general and administrative expenses               182,258        147,045              35,213             24 %
Change in fair value of contingent consideration           1,600              -               1,600             **
Total costs and expenses                         $       794,883     $  581,627     $       213,256             37 %

                                                                                           ** Not Meaningful


Cost of Sales
Our cost of sales primarily consists of the cost of producing inventories that
corresponded to product revenues for the reporting period, plus the third-party
royalties payable on our net sales of our products. Pursuant to our agreement
with the CFF, our tiered third-party royalties on sales of TRIKAFTA,
SYMDEKO/SYMKEVI, KALYDECO and ORKAMBI, calculated as a percentage of net sales,
range from the single digits to the sub-teens. Over the last several years, our
cost of sales has been increasing due to increased net product revenues. Our
cost of sales as a percentage of our net product revenues was approximately 11%
in each of the first quarter of 2019 and 2020.
Research and Development Expenses
                                                Three Months Ended March 31,           Increase/(Decrease)
                                                    2020              2019                  $                %
                                                                    (in thousands)
Research expenses                             $       157,270     $   90,463     $        66,807             74 %
Development expenses                                  291,258        249,027              42,231             17 %

Total research and development expenses $ 448,528 $ 339,490 $ 109,038

             32 %


Our research and development expenses include internal and external costs
incurred for research and development of our drugs and drug candidates and
expenses related to certain technology that we acquire or license through
business development transactions. We do not assign our internal costs, such as
salary and benefits, stock-based compensation expense, laboratory supplies and
other direct expenses and infrastructure costs, to individual drugs or drug
candidates, because the employees within our research and development groups
typically are deployed across multiple research and development programs. These
internal costs are significantly greater than our external costs, such as the
costs of services provided to us by clinical research organizations and other
outsourced research, which we allocate by individual program. All research and
development costs for our drugs and drug candidates are expensed as incurred.
Since January 2018, we have incurred approximately $3.6 billion in research and
development expenses associated with drug discovery and development. The
successful development of our drug candidates is highly uncertain and subject to
a number of risks. In addition, the duration of clinical trials may vary
substantially according to the type, complexity and novelty of the drug
candidate and the disease indication being targeted. The FDA and comparable
agencies in foreign countries impose substantial requirements on the
introduction of therapeutic pharmaceutical products, typically requiring lengthy
and detailed laboratory and clinical testing procedures, sampling activities and
other costly and time-consuming procedures. Data obtained from nonclinical and
clinical activities at any step in the testing process may be adverse and lead
to


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discontinuation or redirection of development activities. Data obtained from
these activities also are susceptible to varying interpretations, which could
delay, limit or prevent regulatory approval. The duration and cost of discovery,
nonclinical studies and clinical trials may vary significantly over the life of
a project and are difficult to predict. Therefore, accurate and meaningful
estimates of the ultimate costs to bring our drug candidates to market are not
available.
In 2019 and the first quarter of 2020, costs related to our CF programs
represented the largest portion of our development costs. Any estimates
regarding development and regulatory timelines for our drug candidates are
highly subjective and subject to change. Until we have data from Phase 3
clinical trials, we cannot make a meaningful estimate regarding when, or if, a
clinical development program will generate revenues and cash flows.
Research Expenses
                                                Three Months Ended March 31,            Increase/(Decrease)
                                                     2020              2019                  $                %
                                                                    (in thousands)
Research Expenses:
Salary and benefits                           $         34,269     $   24,379     $        9,890              41 %
Stock-based compensation expense                        26,409         17,535              8,874              51 %
Outsourced services and other direct expenses           30,853         23,364              7,489              32 %
Collaboration and asset acquisition payments            36,250              -             36,250              **
Infrastructure costs                                    29,489         25,185              4,304              17 %
Total research expenses                       $        157,270     $   90,463     $       66,807              74 %

                                                                                         ** Not meaningful


We expect to continue to invest in our research programs with a focus on
identifying drug candidates with the goal of creating transformative medicines
for serious diseases. Our research expenses increased by 74% in the first
quarter of 2020 compared to the first quarter of 2019 primarily as a result of
collaboration and asset acquisition payments for which there were no similar
expenses in the first quarter of 2019 as well as increased expenses to support
our cell and genetic therapy programs.
Development Expenses
                                                Three Months Ended March 31,        Increase/(Decrease)
                                                    2020              2019              $              %
                                                                (in thousands)
Development Expenses:
Salary and benefits                           $        79,598     $   60,507     $      19,091         32 %
Stock-based compensation expense                       46,278         42,180             4,098         10 %

Outsourced services and other direct expenses 116,433 97,768

            18,665         19 %
Collaboration and asset acquisition payments                -          5,250            (5,250 )       **
Infrastructure costs                                   48,949         43,322             5,627         13 %
Total development expenses                    $       291,258     $  249,027     $      42,231         17 %

                                                                                     ** Not meaningful

Our development expenses increased by 17% in the first quarter of 2020 as compared to the first quarter of 2019, primarily due to increased expenses related to our advancing pipeline including clinical trials, headcount and infrastructure costs. Sales, General and Administrative Expenses


                                                Three Months Ended March 31,           Increase/(Decrease)
                                                    2020              2019                  $                %
                                                                    (in thousands)

Sales, general and administrative expenses $ 182,258 $ 147,045 $ 35,213

              24 %


Sales, general and administrative expenses increased by 24% in the first quarter
of 2020 as compared to the first quarter of 2019, primarily due to increased
global support for our medicines and incremental investment to support the
launch of our triple combination regimen.


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Contingent Consideration
In the first quarter of 2020, the increase in the fair value of contingent
consideration potentially payable to Exonics' former equity holders was $1.6
million. There were no similar amounts for the first quarter of 2019.
Other Non-Operating Income (Expense), Net
Interest Income
Interest income decreased from $15.6 million in the first quarter of 2019 to
$12.6 million in the first quarter of 2020 primarily due to prevailing market
interest rates. Our future interest income will be dependent on the amount of,
and prevailing market interest rates on, our outstanding cash equivalents and
marketable securities.
Interest Expense
Interest expense was $14.1 million in the first quarter of 2020 as compared to
$14.9 million in the first quarter of 2019. The majority of our interest expense
in these periods was related to imputed interest expense associated with our
leased corporate headquarters in Boston. Our future interest expense will be
dependent on whether, and to what extent, we borrow amounts under our credit
facility.
Other Income (Expense), Net
Other income (expense), net was an expense of $61.1 million in the first quarter
of 2020 as compared to income of $42.6 million in the first quarter of 2019. Our
other income (expense), net in these periods is primarily related to changes in
the fair value of our strategic investments, as well as realized gains from
sales of certain investments. We expect that due to the volatility of the stock
price of biotechnology companies, our other income (expense), net will fluctuate
in future periods based on increases or decreases in the fair value of our
strategic investments.
Income Taxes
Our provision for income taxes in the first quarter of 2020 was $54.8 million as
compared to $51.5 million in the first quarter of 2019. Our effective tax rate
for the first quarter of 2020 was lower than the U.S. statutory rate primarily
due to a discrete benefit related to the write off of a long-term intercompany
receivable and excess tax benefits related to stock-based compensation. Our
effective tax rate for the first quarter of 2019 was lower than the U.S.
statutory rate primarily due to excess tax benefits related to stock-based
compensation. We released our valuation allowance on the majority of our net
operating losses and other deferred tax assets in the fourth quarter of 2018.
Starting in 2019, we began recording a provision for income taxes on our pre-tax
income using an effective tax rate approximating statutory rates. Due to our
ability to offset our pre-tax income against previously benefited net operating
losses, we expect a portion of our tax provision to represent a non-cash expense
until our net operating losses have been fully utilized.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes the components of our financial condition as of
March 31, 2020 and December 31, 2019:
                                       March 31,       December 31,            Increase/(Decrease)
                                          2020             2019                    $                 %
                                                           (in thousands)
Cash, cash equivalents and
marketable securities                $  4,190,396     $   3,808,294     $       382,102               10 %
Working Capital
Total current assets                    5,446,400         4,822,829             623,571               13 %
Total current liabilities              (1,538,750 )      (1,334,827 )           203,923               15 %
Total working capital                $  3,907,650     $   3,488,002     $       419,648               12 %


As of March 31, 2020, total working capital was $3.9 billion, which represented
an increase of $420 million from $3.5 billion as of December 31, 2019. The
increase in total working capital in the first quarter of 2020 was primarily
related to $815.7 million of cash provided by operations partially offset by
$300.0 million of cash used to repurchase our common stock pursuant to our share
repurchase program that we announced in July 2019.
Sources of Liquidity
As of March 31, 2020, we had cash, cash equivalents and marketable securities of
$4.2 billion, which represented an increase of $382 million from $3.8 billion as
of December 31, 2019. We intend to rely on our existing cash, cash equivalents
and marketable securities together with cash flows from product sales as our
primary source of liquidity.
We may borrow up to $500.0 million pursuant to our revolving credit facility
that we entered into in 2019. We may repay and reborrow amounts under the
revolving credit agreement without penalty. Subject to certain conditions, we
may request that the borrowing capacity under this credit agreement be increased
by an additional $500.0 million, up to a total of $1.0 billion.
Other possible sources of future liquidity include commercial debt, public and
private offerings of our equity and debt securities, strategic sales of assets
or businesses and financial transactions. Negative covenants in our credit
agreement may prohibit or limit our ability to access these sources of
liquidity.
Future Capital Requirements
We have significant future capital requirements, including:
•      significant expected operating expenses to conduct research and
       development activities and to operate our organization; and

• substantial facility and capital lease obligations, including leases for

two buildings in Boston, Massachusetts that continue through 2028.

In addition: • We have entered into certain collaboration agreements with third parties


       that include the funding of certain research, development and
       commercialization efforts with the potential for future milestone and
       royalty payments by us upon the achievement of pre-established

developmental and regulatory targets and/or commercial targets, and we may


       enter into additional business development transactions, including
       acquisitions, collaborations and equity investments, that require
       additional capital.

• We have reached an agreement with the French government and will repay a

portion of the amounts we have collected under the ORKAMBI early access

programs in France to the French government in 2020 based on the

difference between the invoiced amount and the final amount for ORKAMBI


       distributed through these programs as reflected in the structure of the
       agreement with the French government.

• To the extent we borrow amounts under the credit agreement we entered into

in 2019, we would be required to repay any outstanding principal amounts


       in 2024.


•      As of March 31, 2020, $164.0 million remained available to fund
       repurchases under our share repurchase program.


We expect that cash flows from our products together with our current cash, cash
equivalents and marketable securities will be sufficient to fund our operations
for at least the next twelve months and do not expect COVID-19 to have an
adverse affect on our liquidity. The adequacy of our available funds to meet our
future operating and capital requirements will depend on many factors, including
the amounts of future revenues generated by our products, and the potential
introduction of one or more of our other drug candidates to the market, the
level of our business development activities and the number, breadth, cost and
prospects of our research and development programs.
Financing Strategy
We may raise additional capital by borrowing under credit agreements, through
public offerings or private placements of our securities or securing new
collaborative agreements or other methods of financing. We will continue to
manage our capital structure and will consider all financing opportunities,
whenever they may occur, that could strengthen our long-term liquidity profile.
There can be no assurance that any such financing opportunities will be
available on acceptable terms, if at all.


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Table of Contents



CONTRACTUAL COMMITMENTS AND OBLIGATIONS
Our commitments and obligations were reported in our Annual Report on Form 10-K
for the year ended December 31, 2019, which was filed with the Securities and
Exchange Commission, or SEC, on February 13, 2020. There have been no material
changes from the contractual commitments and obligations previously disclosed in
that Annual Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements prepared in
accordance with generally accepted accounting principles in the United States.
The preparation of these financial statements requires us to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the condensed consolidated financial statements and the reported amounts of
revenues and expenses during the reported periods. These items are monitored and
analyzed by management for changes in facts and circumstances, and material
changes in these estimates could occur in the future. Changes in estimates are
reflected in reported results for the period in which the change occurs. We base
our estimates on historical experience and various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ from
our estimates if past experience or other assumptions do not turn out to be
substantially accurate. During the three months ended March 31, 2020, there were
no material changes to our critical accounting policies as reported in our
Annual Report on Form 10-K for the year ended December 31, 2019, which was filed
with the SEC on February 13, 2020.
RECENT ACCOUNTING PRONOUNCEMENTS
For a discussion of recent accounting pronouncements, please refer to Note A,
"Basis of Presentation and Accounting Policies."

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