dna8k_q108.htm
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): April 10, 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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[ ]
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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
April 10, 2008, Genentech, Inc., a Delaware corporation, issued a press release
announcing earnings for the first quarter ended March 31, 2008. 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), royalty revenue, 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 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, litigation-related and similar special items, and
recognition of deferred royalty revenue and recurring amortization of intangible
assets 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 first quarter ended March 31,
2008, selected consolidated balance sheets data at March 31, 2008 and selected
consolidated cash flow data for the first quarter ended March 31, 2008, 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 April 10, 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 April 10, 2008.
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99.2
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Consolidated
Statements of Income and Selected Consolidated Financial
Data
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