THQ 2006 Annual Report Download

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2006 ANNUAL REPORT

Table of contents

  • Page 1
    2006 ANNUAL REPORT

  • Page 2
    ... interactive entertainment software. The company develops products for all popular game systems, personal computers and wireless devices. Headquartered in Los Angeles County, California, THQ sells product through its global network of offices located throughout North America, Europe and Asia Pacific...

  • Page 3
    ... fiscal years, THQ has invested heavily in building its infrastructure to support the company's long-term growth strategies for market leadership. STUDIO SYSTEM THQ's Studio System now includes more than 1,200 people in 14 studios located in North America, Europe and Australia. THQ Studio Headcount...

  • Page 4
    ...people located in 14 studios throughout North America, Australia and the United Kingdom. We are confident in our internally developed product pipeline, including upcoming core gamer titles Saints Rowâ„¢ and Company of Heroesâ„¢, and the fiscal 2008 title Frontlinesâ„¢: Fuel of Warâ„¢. THQ's handheld...

  • Page 5
    ... mass-market franchises with the release of new games based on the next Disney/Pixar film plus a sequel to Cars, and our World Wrestling Entertainment and Nickelodeon franchises. With respect to original properties targeted to the core gamer, we've announced action title Frontlines: Fuel of War from...

  • Page 6
    FISCAL 2006 KEY ACHIEVEMENTS • Reported our 11th consecutive year of revenue growth • Gained market share in calendar 2005 in all of our major markets - North America, Europe and Australia • Established two new owned and original properties, Destroy All Humans!™ and Juiced™ • Added ...

  • Page 7
    ... aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter (September 30, 2005) was approximately $1.3 billion. The number of shares outstanding of the registrant's common stock as...

  • Page 8
    THQ INC. INDEX TO ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED MARCH 31, 2006 ITEMS IN FORM 10 K PAGE Part I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business...Risk Factors ...Unresolved Staff Comments ...Properties ...Legal ...

  • Page 9
    ...portfolio of licensed properties includes the Disney/Pixar properties Finding Nemo, The Incredibles, and Cars, (which is expected to be released globally beginning in North America in June 2006); World Wrestling Entertainment®; Nickelodeon properties such as SpongeBob SquarePants™, Avatar, Fairly...

  • Page 10
    ... 2007") and beyond, we plan to execute on this strategy by shipping mass-market titles for the current and next generation of console and handheld platforms, and PC, including the following games based upon our key licenses: Disney/Pixar's Cars, WWE SmackDown vs. Raw 2007, SpongeBob SquarePants...

  • Page 11
    ...™. In fiscal 2007 we plan to release a sequel to Destroy All Humans! on current-generation console platforms and Saints Row on Xbox 360. In fiscal 2007 we also intend to release several core gamer titles on PC including: Company of Heroes, Titan Quest™, Warhammer® 40,000: Dawn of War: Dark...

  • Page 12
    ...titles that shipped more than one million units. The following list identifies games that generated a significant portion of our sales during the fiscal years ended March 31, 2006, 2005 and 2004: • In fiscal 2006, WWE® SmackDown® vs. Raw® 2006, Juiced, Destroy All Humans!, SpongeBob SquarePants...

  • Page 13
    ..., Disney/Pixar's The Incredibles, The SpongeBob SquarePants™ Movie, and WWE SmackDown vs. Raw; and • In fiscal 2004, Disney/Pixar's Finding Nemo, SpongeBob SquarePants™: Battle for Bikini Bottom™, and WWE SmackDown! Here Comes the Pain™. All of our games are based on intellectual property...

  • Page 14
    ...Development We develop our products using both internal and external development resources. The internal resources consist of producers, game designers, software engineers, artists, animators and game testers located within our 14 internal studios and corporate headquarters. The external development...

  • Page 15
    ... lines during regular business hours. The customer support group tracks customer inquiries, and we use this data to help improve the development and production processes. Manufacturing Other than games that we release for sale on PCs or wireless devices, our video games are manufactured for us by...

  • Page 16
    ... new technologies. Our business is driven by hit titles, which requires us to invest significantly in production and in marketing. Competition in the video games segment is also based on product quality and features, timing of product releases, brand-name recognition, access to distribution channels...

  • Page 17
    ... for licenses to properties and the sale of interactive entertainment software with Sony, Microsoft and Nintendo, each of which is a large developer and marketer of software for its own platforms. Each of these competitors also has the financial resources to withstand significant price competition...

  • Page 18
    ...sales. Games we develop based upon a small number of licensed brands make up a substantial portion of our sales each year. In fiscal 2006, sales of titles for our three top-selling brands, Disney / Pixar, Nickelodeon and World Wrestling Entertainment ("WWE") comprised 47% of our net sales; in fiscal...

  • Page 19
    ... events, such as the release of a related movie, could adversely affect our financial performance. Further, since we haven't developed or released a game for the Sony PlayStation 3 or the Nintendo Wii, and since the Microsoft Xbox 360 is new to the market, product development schedules for the next...

  • Page 20
    ... also may sell video games that have been rented by their customers after a certain period of time following each title's release. Increased sales of used video games, which are generally priced lower than new video games, could negatively affect our sales of new titles and thus our revenues...

  • Page 21
    ... marketing expenditures to maintain sales of our titles. Prolonged price competition, increased licensing costs or reduced profit margins would have a negative effect on our business and financial results. Competition with emerging forms of home-based entertainment may reduce sales of our products...

  • Page 22
    ..., and software piracy is a persistent problem, especially in some international markets. Further, the laws of some countries where our products are or may be distributed either do not protect our products and intellectual property rights to the same extent as the laws of the United States, or...

  • Page 23
    ... software entertainment market is highly seasonal, with sales typically significantly higher during the year-end holiday buying season. Other factors that cause fluctuations include: • the timing of our release of new titles as well as the release of our competitor's products; • the popularity...

  • Page 24
    ... should not use historical trends to anticipate results or trends in future periods. Item 1B. Unresolved Staff Comments None. Item 2. Properties The following is a summary of the principal leased offices maintained by us as of May 26, 2006: Purpose North America Europe Asia Pacific Total Sales and...

  • Page 25
    ... additional information regarding sales of WWE video games in Japan and certain other Asian countries. We are currently developing our response to WWE's counsel's most recent communications. We believe we have several bases for defending any claim of breach of the video game license agreement...

  • Page 26
    ... of the three years in the period ended March 31, 2006. The loss of the WWE license would have a negative impact on our future financial results. Other Additionally, we are involved in routine litigation arising in the ordinary course of our business. In the opinion of our management, none of this...

  • Page 27
    ... indicated, the high and low closing sales prices of our common stock as reported by the NASDAQ National Market: Closing Sales Prices High Low Fiscal Year Ended March 31, 2006 Fourth Quarter ended March 31, 2006...Third Quarter ended December 31, 2005 ...Second Quarter ended September 30, 2005...

  • Page 28
    ... 240,000 shares of our common stock at an exercise price of $13.49 per share in connection with a license agreement that allows us to utilize intellectual property owned by such third parties. The warrants vested upon grant and have a sixyear term. The fair value of the warrants was determined using...

  • Page 29
    ... royalties ...Software development amortization...Product development ...Selling and marketing...Payment to venture partner...General and administrative ...Total costs and expenses ...Income (loss) from operations ...Interest income ...Other income (expense)...Income (loss) before income taxes and...

  • Page 30
    ...software development for "WWF" branded games that we had been prevented from shipping pursuant to an action by the World Wide Fund for Nature against World Wrestling Entertainment, Inc. and a charge of $2.8 million, net of tax, related to the discontinuation of our online joint venture in the United...

  • Page 31
    ... in expected net sales of $900 to $950 million. Key titles that we expect to release in fiscal 2007 are Cars on nine platforms, Saints Row on Xbox360 and WWE Smackdown vs. Raw 2007. We also expect to release titles based on Nickelodeon brands and core gamer PC titles such as Company of Heroes and...

  • Page 32
    ...Xbox 360; Sony and Nintendo have announced plans to introduce new console platforms in calendar 2006 and in fiscal 2005 Nintendo and Sony each launched new handheld platforms. In terms of volume and pricing, sales of interactive entertainment software have traditionally decreased in transition years...

  • Page 33
    ... accounts. We derive revenue from sales of packaged software for video game systems and personal computers and sales of content and services for wireless devices. Product revenue is recognized net of allowances for price protection and returns and various customer discounts. We typically only...

  • Page 34
    ... royalties at the higher of (1) the contractual royalty rate based on actual net product sales related to such license or (2) an effective rate based upon total projected revenue related to such license. When, in management's estimate, future cash flows will not be sufficient to recover previously...

  • Page 35
    ... uses our estimates of revenue for the reporting units, driven by anticipated success of our products and product release schedules, and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates that we use to manage the underlying businesses...

  • Page 36
    ... diluted share in the prior fiscal year. Net Sales We derive revenue principally from sales of packaged interactive software games designed for play on video game consoles, handheld devices and personal computers. We also derive revenue through downloads by mobile phone users of our wireless content...

  • Page 37
    ... respective movie releases. North America Year-over-year net sales growth in North America was primarily due to sales of original, owned properties targeted to the core gamer, Destroy All Humans! and Juiced, sales of games based on our WWE SmackDown vs. Raw franchise on current generation console...

  • Page 38
    ...by the release of WWE SmackDown! vs. Raw 2006, Juiced and Destroy All Humans!, as well as catalog sales. In fiscal 2005, net sales of video games for PS2 were primarily driven by the release of WWE SmackDown! vs. Raw, The Incredibles, and The SpongeBob SquarePants Movie, as well as catalog sales. We...

  • Page 39
    ... year release of WWE SmackDown! vs. Raw; • higher catalog sales mainly attributable to increases in sales of games based on our WWE and MX franchises, as well as Disney/Pixar's The Incredibles and The SpongeBob SquarePants Movie; • partially offset by lower fiscal 2006 sales of The Incredibles...

  • Page 40
    ... our top selling mass-market titles. In fiscal 2005, net sales of video games for Game Boy Advance were primarily driven by the release of The Incredibles, The SpongeBob SquarePants Movie and Sonic Advance 3, as well as catalog titles. We released 10 and 19 new SKUs in fiscal 2006 and 2005...

  • Page 41
    ...the release of WWE SmackDown vs. Raw 2006. We released four and zero new SKUs in fiscal 2006 and fiscal 2005, respectively. As the installed base of PSP hardware grows, we expect to bring more titles to the platform, including our market-leading family brands, games based on Disney/Pixar's Cars, and...

  • Page 42
    ..., as well as catalog titles. In fiscal 2005, net sales of video games for PC were primarily driven by the release of Warhammer 40,000: Dawn of War, The Incredibles, Full Spectrum Warrior and The SpongeBob SquarePants Movie. We released 11 and 12 new titles in fiscal 2006 and 2005, respectively. Net...

  • Page 43
    ... rate based upon total projected revenue for such software. For fiscal 2006 software development amortization as a percentage of net sales increased by 2 points over the prior fiscal year primarily due to a change in our development strategy for our WWE games wherein we ceased internal product...

  • Page 44
    ..., distribute, market and sell WWE video games. Payment to venture partner increased by $2.8 million dollars in fiscal 2006 as compared to the prior fiscal year due to increases in net sales of games based upon the WWE license. In fiscal 2006 we released WWE SmackDown vs. Raw 2006 on PlayStation...

  • Page 45
    ... and WWE SmackDown!, all performing better than the prior fiscal year. Two of the titles this fiscal year, Disney/Pixar's The Incredibles and The SpongeBob SquarePants Movie, were based upon holiday movies. • The successful launch of new properties targeted to the core gamer and high-end PC market...

  • Page 46
    ...releases of Disney/Pixar's Finding Nemo and SpongeBob SquarePants: Battle for Bikini Bottom which shipped two million and one million units, respectively, in fiscal 2005. North America Year-over-year net sales growth in North America was primarily due to sales of The SpongeBob SquarePants Movie game...

  • Page 47
    ... 2 net sales in fiscal 2005 were primarily driven by: • new releases of Disney/Pixar's The Incredibles, The SpongeBob SquarePants Movie and WWE SmackDown! vs. Raw; • sales of titles based on original properties Full Spectrum Warrior, MX v. ATV Unleashed, The Punisher and Tak 2: The Staff of...

  • Page 48
    ... Net sales of video games for GameCube increased by $11.8 million for fiscal 2005, as compared to fiscal 2004. Net sales in fiscal 2005 were driven by: • sales of mass market titles including Disney/Pixar's The Incredibles, The SpongeBob SquarePants Movie, and WWE Day of Reckoning; • sales of...

  • Page 49
    ... increase of 16%. PC sales in fiscal 2005 were primarily driven by: • sales of products targeted at the core gamer Full Spectrum Warrior and Warhammer 40,000: Dawn of War; • sales of Disney/Pixar's The Incredibles and The SpongeBob SquarePants Movie; and • strong catalog sales. The increase in...

  • Page 50
    ... rate based upon total projected revenue for such license. For fiscal 2005, license amortization and royalties as a percentage of net sales remained relatively flat as compared to fiscal 2004. This is primarily due to our top three selling brands-Disney/Pixar, SpongeBob SquarePants and WWE licensing...

  • Page 51
    ... million for fiscal 2005 compared to fiscal 2004. This increase was primarily due to promotional efforts to support the new releases of original titles The Punisher and Full Spectrum Warrior, as well as Disney/Pixar's The Incredibles, The SpongeBob SquarePants Movie, and WWE SmackDown! vs. Raw, and...

  • Page 52
    ...total assets... $ 91,517 280,120 $371,637 44% $ 98,175 232,998 $331,173 44% $ (6,658) 47,122 $40,464 Year Ended March 31, 2006 2005 (In thousands) Change Cash provided by operating activities ...Cash used in investing activities ...Cash provided by financing activities...Effect of exchange rate...

  • Page 53
    ... in North America due to higher than expected price protection related to the release of Full Spectrum Warrior: Ten Hammers, this title was not released internationally and the allowance as a percent of trailing nine month net sales actually decreased internationally. We believe our current reserves...

  • Page 54
    ... Obligations and Commercial Commitments Fiscal Years Ending March 31, License / Software Development Commitments(1) Letters of Credit(4) Advertising(2) Leases(3) Other(5) Total 2007 ...2008 ...2009 ...2010 ...2011 ...Thereafter ... $ 97,558 39,102 39,613 37,000 22,000 - $235,273 $ 21,762...

  • Page 55
    ... transact business in many different foreign currencies and are exposed to financial market risk resulting from fluctuations in foreign currency exchange rates, particularly the Great British Pound ("GBP") and the Euro, which may result in a gain or loss of earnings to us. Our international business...

  • Page 56
    ...to risks typical of an international business, including, but not limited to, foreign currency exchange rate volatility. Accordingly, our future results could be materially and adversely affected by changes in foreign currency exchange rates. Throughout the year, we frequently monitor the volatility...

  • Page 57
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of THQ Inc., Agoura Hills, California We have audited the accompanying consolidated balance sheets of THQ Inc. and subsidiaries (the "Company") as of March 31, 2006 and 2005, and the related ...

  • Page 58
    ... short-term investments ...Accounts receivable, net of allowances ...Inventory ...Licenses ...Software development ...Income taxes receivable ...Prepaid expenses and other current assets ...Total current assets...Property and equipment, net...Licenses, net of current portion ...Software development...

  • Page 59
    ... per share data) Fiscal Year Ended March 31, 2006 2005 2004 Net sales ...Costs and expenses: Cost of sales ...License amortization and royalties ...Software development amortization ...Product development ...Selling and marketing...Payment to venture partner...General and administrative ...Total...

  • Page 60
    ... compensation...Tax benefit related to the exercise of employee stock options Comprehensive income: Net income ...Other comprehensive income (loss) Foreign currency translation loss...Unrealized gain on investments, net of $0.4 million tax expense ...Comprehensive income ...Balance at March 31, 2006...

  • Page 61
    ... interest ...Depreciation and amortization...Amortization of licenses and software development ...Loss on disposal of property and equipment ...Stock-based compensation ...Tax benefit related to the exercise of employee stock options . . Deferred income taxes ...Changes in operating assets and...

  • Page 62
    ... portfolio of licensed properties includes the Disney/Pixar properties Finding Nemo, The Incredibles, and Cars (which is expected to be released globally beginning in North America in June 2006); World Wrestling Entertainment®; Nickelodeon properties such as SpongeBob SquarePants™, Avatar, Fairly...

  • Page 63
    ...We did not have any gains or losses from foreign currency contracts in fiscal years prior to 2005. Allowance for Price Protection, Returns and Doubtful Accounts. We derive revenues from sales of packaged software for video game systems and personal computers and sales of content and services for 55

  • Page 64
    ... allow returns for our video game systems or personal computer products after we analyze: (1) inventory remaining in the retail channel, (2) the rate of inventory sell-through in the retail channel, and (3) our remaining inventory on hand. We maintain a policy of giving credits for price protection...

  • Page 65
    ... estimates of revenue for the reporting units, driven by assumed success of our products and product release schedules, and estimated costs as well as appropriate discount rates. These estimates are consistent with the plans and estimates that we use to manage the underlying businesses. We performed...

  • Page 66
    ... revenue for packaged software when title and risk of loss transfers to the customer, provided that no significant vendor support obligations remain outstanding and that collection of the resulting receivable is deemed probable by management. Although we generally sell our products on a no-return...

  • Page 67
    ... (in thousands, except per share data): Fiscal Year Ended March 31, 2006 2005 2004 Net income-as reported...Add: Stock-based employee compensation expense included in reported net income, net of related tax benefit ...Deduct: Total stock-based employee compensation expense determined under fair...

  • Page 68
    ... No. 123R requires companies to, among other things, measure all employee stockbased compensation awards using a fair value method and record the expense in their consolidated financial statements. The provisions of SFAS No. 123R, SEC SAB No. 107, "Share-Based Payment" and other related clarifying...

  • Page 69
    ...of the three years ended March 31, 2006, whereas previously reported statements of cash flows presented these activities at a net transactional level. As a result, the amounts reported in these financial statements for our proceeds from sales and maturities of short-term investments and purchases of...

  • Page 70
    ... Vigil Games, LLC, located in Austin, Texas, a developer of interactive entertainment software for video game hardware devices. Goodwill recognized in the above transactions amounted to $4.8 million, none of which is expected to be deductible for income tax purposes. The preliminary purchase price...

  • Page 71
    ...Intangible assets are included in other long-term assets, net, except licenses and software development, which are reported separately in the consolidated balance sheets. Other intangible assets are as follows (in thousands): March 31, 2006 Useful Lives Gross Carrying Amount Accumulated Amortization...

  • Page 72
    ...references in the accompanying consolidated financial statements and in this annual report on Form 10-K to number of shares, sales price and per share amounts of our common stock have been retroactively restated to reflect the increased number of shares of common stock outstanding as of the earliest...

  • Page 73
    ... earnings (loss) per share for the periods presented (in thousands): Fiscal Year Ended March 31, 2006 2005 2004 Net income used to compute basic and diluted earnings per share ...Weighted average number of shares outstanding-basic...Dilutive effect of stock options and warrants ...Number of shares...

  • Page 74
    ... before taxes and details of the provision for income tax are as follows (in thousands): Fiscal Year Ended March 31, 2006 2005 2004 Income before income taxes: United States ...Foreign ...Provision for income tax expense (benefit): Current Federal ...State ...Foreign ...Total current ...Deferred...

  • Page 75
    ... ...Tax credit carryforwards ...Net operating loss carryforwards ...State income tax ...Total ...Valuation allowance ...Deferred tax asset, net of valuation allowance ...Deferred income tax liabilities: Software development costs ...Depreciation and amortization ...Unrealized gain on marketable...

  • Page 76
    ...,031 shares under the NEEP Plan available for grant. On April 3, 2006 we granted 681,000 options to certain officers of THQ, reducing the amount of options available for grant to 1,564,148. Information related to the April 3, 2006 option grant is included in our 2006 Proxy Statement. Stock options...

  • Page 77
    ... the date of grant. No third-party warrants were granted during the fiscal year ended March 31, 2006. In fiscal 2005 we granted 240,000 warrants to third parties to purchase up to 240,000 shares of our common stock at an exercise price of $13.49 per share in connection with a license agreement that...

  • Page 78
    ... the outstanding common stock of THQ. In the event that any person or group acquires 15% or more of our outstanding common stock, each holder of a Right (other than such person or group) will be entitled to purchase, at the exercise price, the number of shares of common stock having a current market...

  • Page 79
    ... respect to the World Wrestling Entertainment, Inc. ("WWE") license. This agreement was amended in January 2002. Our relationship with JAKKS was established to enable THQ to develop, manufacture, distribute, market and sell video games pursuant to the license from WWE. The principal terms of this...

  • Page 80
    ... Obligations and Commercial Commitments Fiscal Years Ending March 31, License / Software Development Commitments(1) Letters of Credit(4) Advertising(2) Leases(3) Other(5) Total 2007 ...2008 ...2009 ...2010 ...2011 ...Thereafter... $ 97,558 39,102 39,613 37,000 22,000 - $235,273 $ 21,762...

  • Page 81
    ...of credit of approximately $7.6 million. Litigation. World Wrestling Entertainment. On October 19, 2004, World Wrestling Entertainment, Inc. ("WWE") filed a lawsuit in the United States District Court for the Southern District of New York (the "Court") against JAKKS Pacific, Inc. ("JAKKS"), THQ, the...

  • Page 82
    ... entertainment software for home video game consoles, handheld platforms and personal computers. The following information sets forth geographic information on our sales and total assets for the fiscal years ended March 31, 2006, 2005 and 2004 (in thousands): North America Europe Asia Pacific...

  • Page 83
    ...Platform Fiscal Year Ended March 31, 2006 2005 2004 Consoles Sony PlayStation 2...Microsoft Xbox and Xbox 360 ...Nintendo GameCube ...Handheld Nintendo Game Boy Advance ...Nintendo Dual Screen ...Sony PlayStation Portable ...Wireless ...PC ...Other ...Total Net Sales ...19. Quarterly Financial Data...

  • Page 84
    ..., 2005 June 30, 2004 Quarter Ended Sept. 30, Dec. 31, 2004 2004 March 31, 2005 Fiscal Year Ended (Amounts in thousands, except per share data) Net sales Expenses and other Income (loss) before income taxes and minority interest Income taxes Income (loss) before minority interest Minority interest...

  • Page 85
    ... financial reporting. In the fourth quarter of fiscal 2006, we implemented certain components of a new system for project management and project costing (the "Project Management System") that enhance our ability to track and allocate the overall costs related to the development of our video games...

  • Page 86
    ... of the Company's consolidated financial statements, has issued an attestation report on management's assessment of the Company's internal control over financial reporting. /s/ BRIAN J. FARRELL Brian J. Farrell Chairman of the Board, President and Chief Executive Officer June 7, 2006 /s/ EDWARD...

  • Page 87
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of THQ Inc., Agoura Hills, California We have audited management's assessment, included in the accompanying Management Report on Internal Control over Financial Reporting, that THQ Inc. and its subsidiaries (the "Company...

  • Page 88
    ... and Related Transactions There were no reportable business relationships, transactions with management, or indebtedness of management during the fiscal year ended March 31, 2006. Item 14. Principal Accounting Fees and Services The information regarding principal accounting fees and services and...

  • Page 89
    ... Schedules The following financial statements of the Company are included in Part II Item 8: Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheets-March 31, 2006 and 2005...Consolidated statements of operations for the fiscal...

  • Page 90
    ...'s Registration Statement on Form 8-A filed on April 12, 2002 (file No. 000-18813)). Stock Option Agreement, dated as of August 28, 1996, between the Company and Brian J. Farrell (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the fiscal year ended...

  • Page 91
    ...-Q for the quarter ended September 30, 2003 (the "September 2003 10-Q")). Fourth Amendment - Extension letter dated August 25, 2004, relating to the Credit Agreement between the Company and Union Bank of California (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form...

  • Page 92
    ... Nintendo of America, Inc. and the Company (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005). Confidential License Agreement for Nintendo GameCube (Asia), dated as of November 17, 2003 between Nintendo Co., Ltd. and THQ Asia Pacific...

  • Page 93
    Exhibit Number Title 21* 23.1* 31.1* 31.2* 32.1* 32.2* Subsidiaries of the Registrant Consent of Deloitte & Touche LLP Certification of Brian J. Farrell, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Edward K. Zinser, Chief Financial Officer ...

  • Page 94
    ...undersigned thereunto duly authorized. Dated: June 7, 2006 THQ INC. By: /s/ BRIAN J. FARRELL Brian J. Farrell, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons...

  • Page 95
    ... S. Westlake Blvd. Westlake Village, CA 91361 THQ, THQ Wireless, Company of Heroes, Destroy All Humans!, Frontlines: Fuel of War, Juiced, Juiced: Eliminator, The Outfit, Saints Row, Titan Quest, Concrete Games, Juice Games, Kaos Studios, Rainbow Studios, Volition, Inc., and their respective logos...

  • Page 96
    THQ INC. 2006 ANNUAL REPORT THQ INC. 29903 AGOURA ROAD AGOURA HILLS CALIFORNIA 91301 www.thq.com