UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January 14, 2008
GENENTECH,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
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1-9813
(Commission
File
Number)
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94-2347624
(I.R.S.
Employer
Identification
No.)
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1 DNA
Way
South
San Francisco, California 94080-4990
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 225-1000
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM 2.02.
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION
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This
information shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated
by reference in any filing under the Securities Act of 1933, as amended,
or the
Exchange Act, except as shall be expressly set forth by specific reference
in
such a filing.
On
January 14, 2008, Genentech, Inc., a Delaware corporation, issued a press
release announcing earnings for the year and fourth quarter ended December
31,
2007. A copy of the earnings press release is furnished as Exhibit 99.1 to
this
report.
The
attached press release contains both GAAP and non-GAAP financial measures.
The
non-GAAP financial measures include operating revenue, net income, earnings
per
share (EPS), cost of sales (COS), research and development (R&D) expenses,
marketing, general and administrative (MG&A) expenses, COS as a percentage
of product sales, R&D as a percentage of operating revenues, MG&A as a
percentage of operating revenues, and depreciation and amortization expense.
These non-GAAP financial measures exclude the after-tax effects of recurring
charges related to the 1999 redemption of our common stock by Roche Holdings,
Inc. (the Redemption), litigation-related and similar special items, employee
stock-based compensation expense under Statement of Financial Accounting
Standards No. 123R, and, certain items associated with the acquisition of
Tanox,
Inc., including in-process research and development expense and a gain pursuant
to the Emerging Issues Task Force (EITF) issue 04-1 (both of which are
non-recurring items in the third quarter of 2007), recognition of deferred
royalty revenue, and recurring amortization of intangible assets.
The
attached press release includes non-GAAP financial measures because our
management uses this information to monitor and evaluate our operating results
and trends on an on-going basis and to facilitate internal comparison to
historical operating results. In addition, our management uses non-GAAP
financial information and measures internally for operating, budgeting and
financial planning purposes. Our management excludes the effects of the
Redemption related charges, the litigation-related and similar special items,
and the in-process R&D charge, recognition of deferred royalty revenue,
recurring amortization of intangible assets and EITF 04-1 gain resulting
from
our acquisition of Tanox, Inc. because those amounts were the result of
transactions that are unusual due to their nature, size or infrequency. Our
management excludes the effects of employee stock-based compensation because
of
varying available valuation methodologies, subjective assumptions and the
variety of award types; such exclusion facilitates both comparisons of our
operating results to our peer companies and comparison of our financial results
to any previous periods during which our equity-based awards were not required
to be reflected on our income statements. Additionally, management excludes
the
tax effects of the items noted above in order to present a more meaningful
measure of non-GAAP net income and EPS. Our management believes the non-GAAP
information is useful for investors by offering them the ability to facilitate
comparisons to historical operating results, better identify trends in our
business, and better understand how management evaluates our
business.
These
non-GAAP measures have limitations, however, because they do not include
all
items of income and expense that affect Genentech, Inc. The non-GAAP financial
measures we use are not prepared in accordance with, and should not be
considered in isolation of, or as an alternative to, measurements required
by
GAAP.
A
copy of
our consolidated statements of income for the three and twelve months ended
December 31, 2007, selected consolidated balance sheets data at December
31,
2007 and selected consolidated cash flow data for the twelve months ended
December 31, 2007, prepared in accordance with GAAP, is filed as Exhibit
99.2 to
this report.
ITEM 9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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Exhibit
No.
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99.1
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Earnings
Press Release of Genentech, Inc. dated January 14,
2008.
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99.2
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Consolidated
Statements of Income and Selected Consolidated Financial
Data
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GENENTECH,
INC.
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Date:
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Arthur
D. Levinson, Ph.D.
Chairman
and Chief Executive Officer
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Date:
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David
A. Ebersman
Executive
Vice President and
Chief
Financial Officer
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Date:
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Robert
E. Andreatta
Controller
and Chief Accounting Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Earnings
Press Release of Genentech, Inc. dated January 14,
2008.
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99.2
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Consolidated
Statements of Income and Selected Consolidated Financial
Data
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