8-K

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):  February 6, 2012

GENOMIC HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51541	77-0552594
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

301 Penobscot Drive, Redwood City, California	94063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (650) 556-9300

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On February 6, 2012, Genomic Health, Inc. issued a press release announcing financial results for its fourth fiscal quarter and year ended December 31, 2011.  The full text of the press release is furnished as Exhibit 99.1.

Item 8.01Other Events.

The Company’s 2012 Annual Meeting of Stockholders will be held on June 7, 2012 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting.  A stockholder proposal not included in the proxy statement for the Company’s 2012 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company’s Bylaws.  For the 2012 Annual Meeting of Stockholders, to be timely, the Company’s Bylaws provide that the Secretary of the Company must have received the stockholder’s notice not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year’s annual meeting.  For the Company’s 2012 Annual Meeting of Stockholders, stockholders must have submitted written notice to the Secretary in accordance with the foregoing Bylaw provisions not earlier than February 10, 2012 nor later than March 11, 2012.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1Press release issued by Genomic Health, Inc. dated February 6, 2012.

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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.

Dated:  February 6, 2012

GENOMIC HEALTH, INC.
By	/s/ Dean L. Schorno
Name:	Dean L. Schorno
Title:	Chief Financial Officer

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GENOMIC HEALTH, INC.
EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Genomic Health, Inc. dated February 6, 2012

4

EX-99.1

Exhibit 99.1

Contacts:
Investors:
Dean Schorno
Genomic Health
650-569-2281
investors@genomichealth.com	www.genomichealth.com

Media:

Emily Faucette

Genomic Health

650-569-2824

media@genomichealth.com

Genomic Health Announces Year-End 2011 Financial Results, Provides 2012 Financial Outlook

— Full-Year Product Revenue Increased 17 Percent Compared with 2010 —

— Delivered Net Income of $7.8 Million —

— Launched Oncotype DX® DCIS Score and MMR Testing —

— Conference Call Today at 4:30 p.m. ET —

REDWOOD CITY, Calif., February 6, 2012 — Genomic Health, Inc. (Nasdaq: GHDX) today reported financial results and business progress for the year ended December 31, 2011.

Total revenue for the year ended December 31, 2011 increased to $206.1 million, compared with $178.1 million in 2010, an increase of 16 percent.  Product revenue was $204.8 million, compared with $174.9 million in 2010, an increase of 17 percent.  Contract revenue comprised the balance of total revenue for each of these periods.

Net income was $7.8 million for the year ended December 31, 2011, compared with $4.3 million in 2010. Basic and diluted net income per share applicable to common stockholders was $0.27 and $0.26, respectively in 2011, compared with $0.15 and $0.14 per share, respectively, in 2010.

Total revenue for the fourth quarter of 2011 increased to $53.4 million, compared with $47.1 million in the fourth quarter of 2010.  Product revenue was $53.2 million in the fourth quarter of 2011, compared with $46.3 million for the fourth quarter of 2010, an increase of 15 percent.  Net income in the fourth quarter of 2011 was $2.6 million, compared with $1.7 million in the fourth quarter of 2010.  Basic and diluted net income per share applicable to common stockholders was $0.09 and $0.08, respectively, for the fourth quarter of 2011, compared with $0.06 per share in the fourth quarter of 2010.

“In 2011, we increased our financial strength and generated $7.8 million in profit while making important progress across our commercial and pipeline programs,” said Kim Popovits, President and Chief Executive Officer of Genomic Health.  “As we look ahead, we remain focused on providing solutions that deliver better outcomes for cancer patients worldwide by continuing to expand our Oncotype DX® services to include prostate cancer and by accelerating the development of next generation genomic and genetic services.”

In a separate press release issued today the company announced plans to establish a wholly owned genetics subsidiary with the intention of making clinically relevant genetic information available to physicians and patients beginning in 2013.  Genomic Health plans to invest up to $20 million in the new subsidiary over the next two years and has incorporated this into its 2012 financial outlook provided below.

Additional Year-End and Fourth Quarter 2011 Financial Results

Total operating expenses for the year ended December 31, 2011 were $197.9 million, including cost of product revenues of $33.8 million, compared with total operating expenses for the comparable period in 2010 of $174.2 million, including cost of product revenues of $34.6 million. Included in operating expenses for the year ended December 31, 2011 were non-cash charges of $19.0 million, including $11.7 million of stock-based compensation expense and $7.3 million of depreciation and amortization expenses, compared with non-cash charges for the same period in 2010 of $17.5 million, including $10.3 million of stock-based compensation expense and $7.2 million of depreciation and amortization expenses.

Cash and cash equivalents and short-term investments at December 31, 2011 were $100.5 million, compared with $76.8 million at December 31, 2010, an increase of $23.7 million.

Total operating expenses for the fourth quarter of 2011 were $50.7 million, including cost of product revenues of $7.4 million, compared with total operating expenses for the comparable period in 2010 of $45.8 million, including cost of product revenues of $8.7 million.  Included in operating expenses for the fourth quarter of 2011 were non-cash charges of $4.7 million, including $2.9 million of stock-based compensation expense and $1.8 million of depreciation and amortization expenses, compared with non-cash charges for the same period in 2010 of $4.2 million, including $2.3 million of stock-based compensation expense and $1.9 million of depreciation and amortization expenses.

More than 66,600 Oncotype DX test results were delivered for the year ended December 31, 2011, an increase of 16 percent, compared with more than 57,270 test results delivered in 2010.  In the fourth quarter of 2011, more than 17,080 Oncotype DX test results were delivered, an increase of 13 percent, compared with more than 15,180 test results delivered in the same period in 2010.

2012 Financial Outlook

The company is providing the following financial guidance for the full year ending December 31, 2012:

·Total revenue of $230 to $240 million

·Oncotype DX test results delivered of 75,000 to 77,000

·Full-year net income of $5 to $8 million before incremental loss of up to $8 million in new subsidiary

“In 2012, we plan to further strengthen our cancer genomics business by making key investments aimed at driving top-line revenue growth with positive cash from operations,” said Dean Schorno, Chief Financial Officer of Genomic Health.  “Over the next several years, we plan to aggressively invest in what we believe are significant opportunities presented by our growing worldwide business, the recent launch of our breast cancer DCIS Score, our prostate cancer program and next generation products.”

Recent Business Highlights:

Oncotype DX Breast Cancer Commercial Progress

·Began providing the Oncotype DX DCIS Score to physicians and patients worldwide.

·Established node-positive reimbursement for an additional eight million U.S. lives through policies or arrangements with BCBS Michigan, Tufts Associated Health Maintenance Organization, Presbyterian Health Plan, BCBS South Carolina HMO and Priority Health.

·Established Medicaid reimbursement for node-negative breast cancer in Minnesota, Michigan, Vermont and Oregon.

·The British Columbia Breast Tumour Group recommended the Ministry of Health begin paying for Oncotype DX for node-negative breast cancer patients in British Columbia, Canada.

·Secured reimbursement coverage with a leading German Sick fund for patients participating in a study conducted by the West German Study Group.

·NCIC researchers in Canada began enrolling node-positive patients in the NCI-sponsored RxPONDER trial, which requires the Oncotype DX Recurrence Score® for study entry.

·Established distribution agreements to provide Oncotype DX in Hungary, Romania and Peru.

Oncotype DX Colon Cancer Commercial Progress

·The Journal of Clinical Oncology published results from the landmark QUASAR clinical validation study, which demonstrated that the Oncotype DX colon cancer test predicts recurrence risk in stage II colon cancer patients following surgery.

·Began providing mismatch repair (MMR) testing for recurrence risk that allows physicians to identify the approximately 15 percent of stage II colon cancer patients with MMR-deficient tumors, who have low recurrence risk and thus may be more appropriately considered for observation following surgery.

·Presented results of the first clinical decision making study of the Oncotype DX colon cancer test at the Gastrointestinal (GI) Cancers Symposium, demonstrating a 29 percent change in treatment recommendations.

·Established reimbursement for an additional 3.8 million U.S. lives through policies or arrangements with Wellmark BCBS of Iowa, Wellmark BCBS of South Dakota, Wisconsin Physicians Service Insurance Corporation, Preferred One and AvMed.

Product Pipeline, Peer-Reviewed Publications and Medical Meeting Presentations

·Initiated large clinical validation study of prostate cancer test.

·Accelerated next generation sequencing (NGS) program in development to be used in clinical studies later this year.

·Presented 16 Oncotype DX studies at the San Antonio Breast Cancer Symposium (SABCS) in December, including:

oComplete results from the study of Oncotype DX in patients with DCIS.

oMultiple international studies on changing treatment decisions and/or cost effectiveness of Oncotype DX in the United Kingdom, Germany, France, Ireland, Israel, Canada, Hungary, Japan, Singapore, Australia, and Venezuela.

oPositive results from the first clinical outcomes study for biomarker discovery using NGS for whole transcriptome profiling of fixed tumor specimens.

·Presented results from a large clinical study in prostate cancer at the Genitourinary (GU) Cancer Symposium evaluating the relationship of microRNAs, a novel class of biomarkers, to clinical outcomes for patients with early stage prostate cancer.

Conference Call Details

To access the live conference call on February 6 at 4:30 p.m. Eastern Time via phone, please dial (877) 303-7208 from the United States and Canada or +1(224) 357-2389 internationally.  Please dial in approximately ten minutes prior to the start of the call.  A telephone replay will be available beginning approximately two hours after the call through February 13, and may be accessed by dialing (855) 859-2056 from the United States and Canada or +1(404) 537-3406 internationally.  The replay passcode is 45978166.

To access the live and subsequently archived webcast of the conference call, go to the Investor Relations section of the company’s Web site at http://investor.genomichealth.com.  Please connect to the web site at least 15 minutes prior to the call to allow for any software download that may be necessary.

About Genomic Health

Genomic Health, Inc. (NASDAQ: GHDX) is a global cancer company focused on the development and commercialization of genomic-based clinical laboratory services that analyze the underlying biology of cancer allowing physicians and patients to make individualized treatment decisions.  Its lead product, the Oncotype DX® breast cancer test, has been shown to predict the likelihood of chemotherapy benefit as well as recurrence in invasive breast cancer and has been shown to the predict the likelihood of recurrence in ductal carcinoma in situ (DCIS).   In addition to this widely adopted test, Genomic Health provides the Oncotype DX colon cancer test, the first multigene expression test developed for the assessment of risk of recurrence in patients with stage II disease.  As of December 31, 2011, more than 10,000 physicians in over 65 countries had ordered more than 265,000 Oncotype DX tests.  Genomic Health has a robust pipeline focused on developing tests to optimize the treatment of prostate and renal cell cancers, as well as additional treatment decisions in breast and colon cancers.  The company is based in Redwood City, California with European headquarters in Geneva, Switzerland.  For more information, please visit, www.GenomicHealth.com.  To learn more about Oncotype DX tests, visit: www.OncotypeDX.com and www.mybreastcancertreatment.org.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the company’s 2011 fourth quarter and annual results; 2012 financial guidance, including the company’s expectations regarding the number of test results delivered, total revenue and net income before investments; our plans to focus on continuing to expand our Oncotype DX services and to accelerate our next generation product development, and the focus of new product development; our expectations regarding the business of a subsidiary to be formed; our belief regarding our ability to leverage our global infrastructure in cancer to integrate the human genome more broadly into medical practice; our plans to make investments aimed at driving top-line revenue growth with positive cash from operations; our plans to invest in our business and the amounts and areas of investments; the focus and attributes of the company’s product pipeline; the ability of the company to develop additional tests in the future; and the ability of any potential tests the company may develop to optimize cancer treatment. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the results of clinical and developmental studies; the applicability of clinical study results to actual outcomes; our ability to develop and commercialize new tests and the timing thereof; unanticipated costs or delays in research and development efforts; the applicability of initial next generation sequencing studies to future results; the risk that we may not obtain or maintain sufficient levels of reimbursement for our existing tests and any future tests we may develop, both domestically and abroad; our ability to compete against third parties; the risks and uncertainties associated with the regulation of our tests by the FDA and other agencies abroad; the results of our year end audit; and the other risks set forth in the company’s filings with the Securities and Exchange Commission, including the risks set forth in the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011. These forward- looking statements speak only as of the date hereof. Genomic Health disclaims any obligation to update these forward-looking statements.

NOTE: The Genomic Health logo, Oncotype, Oncotype DX, Recurrence Score, and DCIS Score are trademarks or registered trademarks of Genomic Health, Inc. All other trademarks and service marks are the property of their respective owners.

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Genomic Health, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

	For the Three Months Ended December 31,						For the Twelve Months Ended December 31,
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)
REVENUES:
Product revenues	$	53,155		$	46,317		$	204,766		$	174,870
Contract revenues	242			799			1,345			3,231
Total revenues	53,397			47,116			206,111			178,101
OPERATING EXPENSES:
Cost of product revenues	7,352			8,707			33,832			34,634
Research and development	10,282			9,272			39,864			33,225
Selling and marketing	22,393			18,536			83,613			71,405
General and administrative	10,638			9,278			40,543			34,913
Total operating expenses	50,665			45,793			197,852			174,177
Income from operations	2,732			1,323			8,259			3,924
Interest income	4			58			221			232
Other income (expense), net	(14		)	(18		)	(205		)	(4		)
Income before income taxes	2,722			1,363			8,275			4,152
Income tax expense (benefit)	163			(322		)	429			(136		)
Net income	$	2,559		$	1,685		$	7,846		$	4,288
Basic net income per share	$	0.09		$	0.06		$	0.27		$	0.15
Diluted net income per share	$	0.08		$	0.06		$	0.26		$	0.14
Shares used to compute basic net income per share	29,644			28,910			29,395			28,815
Shares used to compute diluted net income per share	31,062			29,763			30,754			29,653

Genomic Health, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

	As of		As of
	December 31, 2011		December 31, 2010
	(Unaudited)		(Unaudited)
Cash and cash equivalents	$	32,869	$	31,183
Short-term investments	67,605		45,635
Accounts receivable, net	21,077		14,306
Prepaid expenses and other current assets	7,444		6,541
Total current assets	128,995		97,665
Property and equipment, net	9,443		10,345
Restricted cash	107		608
Other assets	4,453		2,243
Total assets	$	142,998	$	110,861
Accounts payable	$	7,025	$	3,968
Accrued expenses and other current liabilities	17,265		16,305
Deferred revenues	2,060		2,821
Other liabilities	1,289		1,657
Stockholders’ equity	115,359		86,110
Total liabilities and stockholders’ equity	$	142,998	$	110,861

The condensed consolidated balance sheet at December 31, 2010 has been derived from the audited consolidated financial statements at that date included in the Company’s Form 10-K for the fiscal year ended December 31, 2010.