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EX-99.1 - EX-99.1 - THQ INCa03312011ex991.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): May 3, 2011
 
THQ INC.
(Exact name of registrant as specified in charter)
 
 
Delaware
 
0-18813
 
13-3541686
 
 
(State or other jurisdiction
 
(Commission
 
(IRS Employer
 
 
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
29903 Agoura Road
 
 
 
 
Agoura Hills,
 
 
 
 
California
 
91301
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
(818) 871-5000
(Registrant's telephone number, including area code)
 
(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 (see General Instruction A.2. below):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
 
 

 

 

 
 Section 2 — Financial Information
 
Item 2.02  Results of Operations and Financial Condition
 
On May 3, 2011, THQ Inc. (“THQ” or the “Registrant”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended March 31, 2011.  A copy of the press release is attached hereto as Exhibit 99.1.  Neither the information contained in this Item 2.02 of this Form 8-K nor the information in the press release shall 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.
 
Use of Non-GAAP Financial Information
 
In addition to containing results determined in accordance with United States generally accepted accounting principles (“GAAP”), Registrant's press release attached hereto as Exhibit 99.1 discloses non-GAAP financial measures that exclude the following: stock-based compensation expense; the impact of certain deferred revenue and related costs; business realignment expense; impact of capitalized interest; other-than-temporary impairment on investments and any subsequent realized gains on those investments, and mark-to-market adjustments on investments; and other significant charges and benefits.  Registrant excludes these expenses from its non-GAAP financial measures primarily because Registrant does not believe they are reflective of Registrant's primary business, ongoing operating results or future outlook. Additionally, for non-GAAP purposes, Registrant uses a fixed, long-term projected tax rate of 15% to evaluate its operating performance, as well as to forecast, plan and analyze future periods. Registrant believes that the use of non-GAAP financial measures provides meaningful supplemental information regarding its financial condition and results of operations, and helps investors compare actual results to its long-term operating goals as well as to its performance in prior periods.  The non-GAAP financial measures included in the press release have been reconciled to the comparable GAAP results and should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.
 
 
 

 

 

Section 9 — Financial Statements and Exhibits
 
Item 9.01  Financial Statements and Exhibits
 
(d)
Exhibits
 
 
 
Exhibit
Number
 
Description
 
99.1
 
Press Release dated May 3, 2011, relating to Registrant's financial results for the fourth quarter and fiscal year ended March 31, 2011.
 
 
 

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 
THQ INC.
 
 
 
 
By:
/s/ Paul J. Pucino
Date:    May 3, 2011
 
Paul J. Pucino,
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 

 

 

INDEX TO EXHIBITS
 
Exhibit
Number
 
Description
 
 
 
99.1
 
Press Release dated May 3, 2011, relating to Registrant's financial results for the fourth quarter and fiscal year ended March 31, 2011.