Take-Two Interactive Software 10Q 2010 Q0 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended April 30, 2009
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission file number 0-29230

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		51-0350842 (I.R.S. Employer Identification No.)
622 Broadway New York, New York (Address of principal executive offices)		10012 (Zip Code)

Registrant's Telephone Number, Including Area Code:(646) 536-2842

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 1, 2009, there were 80,214,724 shares of the Registrant's Common Stock outstanding.

INDEX


PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	34
Item 4.	Submission of Matters to a Vote of Security Holders	35
Item 6.	Exhibits	36
	Signatures	37

(All other items in this report are inapplicable)

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

			April 30, 2009			October 31, 2008

			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	179,616		$	280,277
	Accounts receivable, net of allowances of $49,213 and $68,448 at April 30, 2009 and October 31, 2008, respectively			52,117			157,458
	Inventory			74,020			104,235
	Software development costs and licenses			149,018			113,436
	Prepaid taxes and taxes receivable			20,881			23,763
	Prepaid expenses and other			42,415			44,605

		Total current assets		518,067			723,774

	Fixed assets, net			28,860			32,361
	Software development costs and licenses, net of current portion			45,580			61,991
	Goodwill			227,733			230,809
	Other intangibles, net			24,258			26,123
	Other assets			10,681			8,294

		Total assets	$	855,179		$	1,083,352

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	68,786		$	156,167
	Accrued expenses and other current liabilities			118,795			153,089
	Deferred revenue			25,809			56,163

		Total current liabilities		213,390			365,419

	Line of credit			70,000			70,000
	Income taxes payable			16,282			26,399
	Other long-term liabilities			1,311			6,416

		Total liabilities		300,983			468,234

Commitments and contingencies
Stockholders' Equity:
	Common Stock, $.01 par value, 150,000 shares authorized; 78,667 and 77,694 shares issued and outstanding at April 30, 2009 and October 31, 2008, respectively			787			777
	Additional paid-in capital			614,862			603,579
	Retained earnings (accumulated deficit)			(42,193	)		18,275
	Accumulated other comprehensive loss			(19,260	)		(7,513	)

		Total stockholders' equity		554,196			615,118

		Total liabilities and stockholders' equity	$	855,179		$	1,083,352

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

		Three months ended April 30,						Six months ended April 30,

		2009			2008			2009			2008
Net revenue		$	229,722		$	539,810		$	486,532		$	780,252
Cost of goods sold			161,602			318,259			362,504			504,267

Gross profit			68,120			221,551			124,028			275,985
	Selling and marketing		31,044			45,949			71,818			79,678
	General and administrative		31,415			48,317			71,163			81,238
	Research and development		14,759			14,828			35,702			30,638
	Business reorganization and related		-			944			-			1,106
	Depreciation and amortization		4,777			7,516			9,885			13,925

Total operating expenses			81,995			117,554			188,568			206,585

Income (loss) from operations			(13,875	)		103,997			(64,540	)		69,400
Interest and other income, net			(1,467	)		(1,714	)		882			(347	)

Income (loss) before income taxes			(15,342	)		102,283			(63,658	)		69,053
Provision (benefit) for income taxes			(5,262	)		4,061			(3,190	)		8,828

Net income (loss)		$	(10,080	)	$	98,222		$	(60,468	)	$	60,225

Earnings (loss) per share:
Basic		$	(0.13	)	$	1.31		$	(0.79	)	$	0.81

Diluted		$	(0.13	)	$	1.29		$	(0.79	)	$	0.80

Weighted average shares outstanding:
Basic			76,587			75,098			76,341			74,112

Diluted			76,587			75,954			76,341			74,894

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

			Six months ended April 30,

			2009			2008
Operating activities:
	Net income (loss)		$	(60,468	)	$	60,225

	Adjustments to reconcile net income (loss) to net cash used for operating activities:
		Amortization and impairment of software development costs and licenses		46,800			64,544
		Depreciation and amortization of long-lived assets		9,885			13,925
		Amortization and impairment of intellectual property		419			537
		Stock-based compensation		11,500			18,500
		Deferred income taxes		(144	)		(117	)
		Foreign currency transaction gain and other		(3,513	)		(360	)
	Changes in assets and liabilities, net of effect from purchases of businesses:
		Accounts receivable		105,341			(257,828	)
		Inventory		30,215			7,510
		Software development costs and licenses		(68,514	)		(74,229	)
		Prepaid expenses, other current and other non-current assets		2,545			15,952
		Deferred revenue		(30,354	)		3,313
		Accounts payable, accrued expenses, income taxes payable and other liabilities		(136,456	)		134,304

	Total adjustments			(32,276	)		(73,949	)

	Net cash used for operating activities			(92,744	)		(13,724	)

Investing activities:
	Purchase of fixed assets			(5,567	)		(4,998	)
	Purchases of businesses, net of cash acquired			(500	)		(4,037	)

	Net cash used for investing activities			(6,067	)		(9,035	)

Financing activities:
	Proceeds from exercise of options			4			20,489
	Net payments on line of credit			-			(2,000	)
	Payment of debt issuance costs			-			(957	)

	Net cash provided by financing activities			4			17,532

	Effects of exchange rates on cash and cash equivalents			(1,854	)		388

	Net decrease in cash and cash equivalents			(100,661	)		(4,839	)
	Cash and cash equivalents, beginning of year			280,277			77,757

	Cash and cash equivalents, end of period		$	179,616		$	72,918

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Take-Two Interactive Software, Inc. ("the Company," "we," "us," or similar pronouns) is a leading global publisher, developer and distributor of interactive entertainment software, hardware and accessories. Our publishing segment, which consists of Rockstar Games, 2K Games, 2K Sports and 2K Play, develops, markets and publishes software titles for the following leading gaming and entertainment hardware platforms:

Sony	Microsoft	Nintendo

PLAYSTATION®3	Xbox 360®	Wii™
PlayStation®2		DS™
PSP® (PlayStation®Portable)

We also develop and publish software titles for the PC. Our distribution segment, which primarily includes our Jack of All Games subsidiary, distributes our products as well as third party software, hardware and accessories to retail outlets primarily in North America.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and reflect all normal and recurring adjustments necessary for fair presentation of our financial position, results of operations and cash flows. Inter-company accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. We adhere to the same accounting policies in preparation of interim financial statements. As permitted under generally accepted accounting principles, interim accounting for certain expenses, including income taxes, are based on full year assumptions when appropriate. Actual results could differ materially from those estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), although we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements and accompanying notes should be read in conjunction with our annual consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K for the year ended October 31, 2008.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation for comparative purposes.

Earnings (Loss) Per Share

Basic earnings (loss) per share ("EPS") is computed by dividing the net income (loss) applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. Diluted EPS is computed by dividing the net income (loss)

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applicable to common stockholders for the period by the weighted average number of shares of common stock and common stock equivalents outstanding, which includes shares of common stock issuable upon the exercise of stock options and restricted stock outstanding during the same period. The following table sets forth a reconciliation between basic and diluted shares, in accordance with SFAS 128,Earnings Per Share (in thousands):

		Three months ended April 30,				Six months ended April 30,

(thousands of shares)		2009		2008		2009		2008
Basic shares			76,587		75,098		76,341		74,112
	Dilutive effect of equity incentive plans		-		856		-		782

Diluted shares			76,587		75,954		76,341		74,894

The computation for diluted number of shares excludes those unexercised stock options and unvested restricted stock which are antidilutive. For the three and six months ended April 30, 2009, the Company incurred a net loss; therefore, diluted EPS excludes common stock equivalents of approximately 5,263,000 and 5,310,000 for the three and six months ended April 30, 2009, respectively. For the three and six months ended April 30, 2008, diluted EPS excludes approximately 3,169,000 and 4,756,000, respectively, of common stock equivalents which are antidilutive. For the three and six months ended April 30, 2009, we issued approximately 49,000 and 1,131,000 shares, respectively, of common stock in connection with employee stock option exercises and restricted stock awards. During the three and six months ended April 30, 2009, we canceled 138,000 and 157,000 shares, respectively, of unvested restricted stock awards.

Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157,Fair Value Measurements ("SFAS 157"), which provides guidance on how to measure assets and liabilities recorded at fair value. SFAS 157 does not expand the use of fair value to any new circumstances, but does require additional disclosure in annual and quarterly reports. We adopted SFAS 157 and its related amendments for financial assets and liabilities as of November 1, 2008 (see Note 3) and it did not have a material impact on our financial position or results of operations. SFAS 157 is effective for non-financial assets and liabilities for us beginning November 1, 2009. We have evaluated the non-financial assets and liabilities portion of the standard and expect that it will have no significant impact on our financial condition or results of operations.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 expands the use of fair value accounting but does not affect existing standards, which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure certain financial assets and financial liabilities, on an instrument-by-instrument basis. If the fair value option is elected, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. The Company adopted this Statement as of November 1, 2008 but has not applied the fair value option to any eligible assets or liabilities as such. There was no impact to our financial condition or results of operations from the adoption of this Statement.

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related goods are delivered or the related services are performed. EITF 07-03 is effective for interim or annual reporting periods in fiscal years beginning after December 15, 2007 (November 1, 2008 for the Company), and requires prospective application for new contracts entered into after the effective date. The adoption of EITF 07-03 did not have a material effect on our consolidated financial position, cash flows or results of operations.

In December 2007, the FASB issued SFAS No. 141(R),Business Combinations ("SFAS 141(R)"). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. SFAS 141(R) is effective for all fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company) and interim periods within those years, with earlier adoption prohibited. We are evaluating the impact that the adoption of SFAS 141(R) will have on our consolidated financial position, cash flows and results of operations.

In April 2008, the FASB issued FSP FAS 142-3,Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142,Goodwill and Other Intangible Assets. This guidance for determining the useful life of a recognized intangible asset applies prospectively to intangible assets acquired individually or with a group of other assets in either an asset acquisition or business combination. FSP FAS 142-3 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008 (November 1, 2009 for the Company), and early adoption is prohibited. We do not expect that the adoption of FSP FAS 142-3 will have a material effect on our consolidated financial position, cash flows or results of operations.

In May 2008, the FASB issued Staff Position APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1), which specifies that issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in a manner that will reflect the Company's non-convertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company). In May 2009, we issued $138,000 of 4.375% convertible senior note due 2014 ("Convertible Notes"). We will adopt FSP APB 14-1 on November 1, 2009 and accordingly will reclassify a portion of our debt balance to additional paid-in-capital, representing a bifurcation based on the fair value of the Convertible Notes' embedded conversion option. The difference between the principal amount of the Convertible Notes' and the remaining liability component after the bifurcation will be reported as a debt discount. We will be required to amortize the debt discount as interest expense on our statement of operations in addition to the Convertible Notes' coupon interest payments. FSP APB 14-1 prohibits early adoption and requires retrospective application to all periods presented. We are in the process of determining the amount of the debt discount and corresponding fair value of the Convertible Notes' embedded conversion option that will be required to be recorded under FSP APB 14-1. See Note 11 to our Financial Statements.

In June 2008, the FASB issued Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities ("FSP EITF 03-6-1"), which is effective for financial statements issued for fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company). FSP EITF 03-6-1 clarifies that share-based payment awards that entitle holders to receive nonforfeitable dividends before they vest will be considered participating securities and included in the basic earnings per share calculation. We are still evaluating the impact of adopting FSP EITF 03-6-1 on our results of operations.

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In October 2008, the FASB issued FASB Staff Position (FSP) FAS 157-3,Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which clarifies how companies should apply the fair value measurement methodologies of SFAS 157 to financial assets whose markets are illiquid or inactive. Under this FSP, companies may use their own assumptions about future cash flows and risk-adjusted discount rates when relevant observable inputs are either unavailable or based solely on transaction prices that reflect forced liquidations or distressed sales. We adopted this FSP as of November 1, 2008. There was no impact to our financial condition or results of operations from the adoption of this FSP.

In April 2009, the FASB issued FASB Staff Position (FSP) FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies ("FSP FAS 141(R)-1"), which requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, if fair value can be determined during the measurement period. FSP FAS 141(R)-1 specifies that an asset or liability should be recognized at time of acquisition if the amount of the asset or liability can be reasonably estimated and that it is probable that an asset existed or that a liability had been incurred at the acquisition date. FSP FAS 141(R)-1 is effective for all fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company). We are evaluating the impact that the adoption of FSP FAS 141(R)-1 will have on our consolidated financial position, cash flows and results of operations.

2. MANAGEMENT AGREEMENT

In March 2007, we began operating under a management services agreement with ZelnickMedia (the "Management Agreement"), whereby ZelnickMedia provides us with certain management, consulting and executive level services. Strauss Zelnick, the President of ZelnickMedia, serves as our Executive Chairman. In addition, we have entered into employment agreements with Ben Feder and Karl Slatoff to serve as our Chief Executive Officer and Executive Vice President, respectively. Both Mr. Feder and Mr. Slatoff are partners of ZelnickMedia. The Management Agreement expires in October 2012 and provides for an annual management fee of $2,500 ($750 for periods prior to the amendment that was effective as of April 1, 2008) and a maximum bonus of $2,500 per fiscal year ($750 for periods prior to the amendment that was effective as of April 1, 2008) based on the Company achieving certain performance thresholds. In consideration for ZelnickMedia's services under the Management Agreement, we recorded consulting expense (a component of general and administrative expenses) of $687 and $1,071 for the three months ended April 30, 2009 and 2008, respectively, and $1,562 and $1,517 for the six months ended April 30, 2009 and 2008, respectively.

Pursuant to the Management Agreement, in August 2007, we issued stock options to ZelnickMedia to acquire 2,009,075 shares of our common stock at an exercise price of $14.74 per share, which vest over 36 months and expire 10 years from the date of grant. Each month, we remeasure the fair value of the unvested portion of such options and record compensation expense for the difference between total earned compensation at the end of the period, and total earned compensation at the beginning of the period. As a result, changes in the price of our common stock impacts compensation expense or benefit recognized from period to period. We recorded stock-based compensation related to this option grant of $770 and $3,205 for the three months ended April 30, 2009 and 2008, respectively, and $1,971 and $5,264 for the six months ended April 30, 2009 and 2008, respectively.

In addition, on June 13, 2008, pursuant to an amendment to the Management Agreement, we granted 600,000 shares of restricted stock to ZelnickMedia, that vest annually over a three year period, and 900,000 shares of restricted stock that vest over a four year period through 2012, provided that the price of our common stock outperforms 75% of the companies in the NASDAQ Industrial Index. For the three and six months ended April 30, 2009, we recorded a benefit of $72 and expense of $320, respectively, of stock-based compensation related to these grants of restricted stock.

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3. FAIR VALUE MEASUREMENTS

As of November 1, 2008, we adopted SFAS 157 for financial assets and liabilities. SFAS No. 157 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs used to measure fair value are as follows:

•: Level 1—Quoted prices in active markets for identical assets or liabilities.
•: Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.
•: Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The table below segregates all financial assets and liabilities that are measured at fair value on a recurring basis (which, for purposes of SFAS No. 157, means they are so measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.

	April 30, 2009		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)

Money market funds	$	97,114	$	97,114	$	-	$	-
Treasury bill		4,179		4,179		-		-

4. COMPREHENSIVE INCOME (LOSS)

Components of comprehensive income (loss) are as follows:

	Three months ended April 30,					Six months ended April 30,

	2009			2008		2009			2008
Net income (loss)	$	(10,080	)	$	98,222	$	(60,468	)	$	60,225
Foreign currency translation adjustment		7,503			5,748		(11,747	)		(501	)

Comprehensive income (loss)	$	(2,577	)	$	103,970	$	(72,215	)	$	59,724

5. INVENTORY

Inventory balances by category are as follows:

	April 30, 2009		October 31, 2008

Finished products	$	66,654	$	96,139
Parts and supplies		7,366		8,096

Inventory	$	74,020	$	104,235

Estimated product returns included in inventory at April 30, 2009 and October 31, 2008 are $7,973 and $9,394, respectively.

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6. SOFTWARE DEVELOPMENT COSTS AND LICENSES

Details of our software development costs and licenses are as follows:

	April 30, 2009				October 31, 2008

	Current		Non-current		Current		Non-current
Software development costs, internally developed	$	100,205	$	24,768	$	72,381	$	39,508
Software development costs, externally developed		47,974		19,552		37,422		20,495
Licenses		839		1,260		3,633		1,988

Software development costs and licenses	$	149,018	$	45,580	$	113,436	$	61,991

Software development costs and licenses as of April 30, 2009 and October 31, 2008 include $168,911 and $136,687, respectively, related to titles that have not been released.

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	April 30, 2009		October 31, 2008

Software development costs and royalties	$	30,814	$	39,803
Compensation and benefits		16,915		40,293
Income tax payable		13,087		13,263
Licenses		12,740		13,594
Marketing and promotions		8,004		7,430
Professional fees		7,698		7,618
Rent and deferred rent obligations		6,116		6,732
Deferred Consideration for acquisitions		5,150		921
Other		18,271		23,435

Total	$	118,795	$	153,089

8. CREDIT AGREEMENT

In July 2007, we entered into a credit agreement with Wells Fargo (the "Credit Agreement"). The Credit Agreement provides for borrowings of up to $140,000 and is secured by substantially all of our assets and the equity of our subsidiaries. The Credit Agreement expires on July 3, 2012. Revolving loans under the Credit Agreement bear interest at our election of (a) 2.00% to 2.50% above a certain base rate with a minimum 6.00% base rate (8.00% at April 30, 2009), or (b) 3.25% to 3.75% above the LIBOR Rate with a minimum 4.00% LIBOR Rate (7.25% at April 30, 2009), with the margin rate subject to the achievement of certain average liquidity levels. We are also required to pay an annual fee on the unused available balance, ranging from 0.25% to 0.75% based on amounts borrowed.

We had borrowings outstanding of $70,000 at April 30, 2009 and October 31, 2008 and had $26,951 and $28,964 available for borrowings at April 30, 2009 and October 31, 2008, respectively. We had $11,560 of letters of credit outstanding at April 30, 2009 and October 31, 2008 and were in compliance with all covenants and requirements in the Credit Agreement. We recorded $1,408 and $1,083 of interest expense and fees related to the Credit Agreement for the three months ended April 30, 2009 and 2008, respectively. We recorded $3,204 and $1,862 of interest expense and fees related to the Credit Agreement for the six months ended April 30, 2009 and 2008, respectively.

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9. LEGAL AND OTHER PROCEEDINGS

Various lawsuits, claims, proceedings and investigations are pending involving us and certain of our subsidiaries as described below in this section. Depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our business, financial condition, results of operations or cash flows. We have appropriately accrued amounts related to certain legal and other proceedings discussed below and in our Form 10-K and 10-Q for the periods ended October 31, 2008 and April 30, 2009, respectively. While there is a possibility that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses, unless otherwise disclosed, would not be material. In addition to the matters described herein, we are, or may become, involved in routine litigation in the ordinary course of business which we do not believe to be material to our business, financial condition, results of operations or cash flows.

Consumer Class Action and City of Los Angeles Litigation—Grand Theft Auto: San Andreas. In July 2005, we received four complaints for purported class actions, which were consolidated in the United States District Court for the Southern District of New York (the "SDNY Court"). The plaintiffs, alleged purchasers of ourGrand Theft Auto: San Andreas game, assert that we engaged in consumer deception and false advertising, breached an implied warranty of merchantability and were unjustly enriched as a result of our alleged failure to disclose thatGrand Theft Auto: San Andreas contained "hidden" content. The complaints seek unspecified damages, declarations of various violations of law and litigation costs. In January 2006, the City Attorney for the City of Los Angeles filed a complaint in the Superior Court of California, alleging violations of California law on substantially the same basis as the consumer class action; we removed the LA City Attorney lawsuit to federal court, and it was consolidated with the consumer class action. In December 2007, the SDNY Court preliminarily approved a settlement of the consumer class action. In July 2008, however, the SDNY Court refused to certify the proposed settlement class on the basis that, under controlling case law issued after the parties negotiated the settlement, the plaintiffs could no longer meet their burden of showing that the case could proceed on the proposed class basis, regardless of whether the purpose of certification was for litigation or settlement. The plaintiffs subsequently applied for, and on April 15, 2009 the U.S. Court of Appeals for the Second Circuit granted, permission to file an interlocutory appeal. The appeal is now pending. We express no opinion as to the likelihood of permission to appeal being granted or the outcome of any such appeal, and, should the consumer class action or the related LA City Attorney action return to an active litigation posture, we will continue to defend those cases vigorously.

Securities Class Action—Grand Theft Auto: San Andreas and Option Backdating. In February and March 2006, four purported class action complaints were filed against us and certain of our then current and former officers and directors in the SDNY Court. The actions were consolidated, and in April 2007 the lead plaintiff filed a consolidated second amended complaint which contained allegations related to purported "hidden content" contained inGrand Theft Auto: San Andreas and the backdating of stock options, including the investigation thereof conducted by the Special Litigation Committee of the Board of Directors and the restatement of our financial statements relating thereto. This complaint was filed against us, our former Chief Executive Officer, our former Chief Financial Officer, our former Chairman of the Board, our Rockstar Games subsidiary, and one officer and one former officer of our Rockstar Games subsidiary. The lead plaintiff sought unspecified compensatory damages and costs including attorneys' fees and expenses. In April 2008, the Court dismissed, with leave to amend, all claims as to all defendants relating toGrand Theft Auto: San Andreas and certain claims as to our former CEO, CFO and certain director defendants relating to the backdating of stock options. In September 2008, the lead plaintiff filed a third amended consolidated complaint seeking to reinstate these claims which we opposed. The matter is now under submission with the SDNY Court. We express no opinion as to the outcome of the complaint and will continue to defend this case vigorously.

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St. Clair Derivative Action. In January 2006, the St. Clair Shores General Employees Retirement System filed a purported class and derivative action complaint in the SDNY Court against us, as nominal defendant, and certain of our directors and certain former officers and directors. Certain of the factual allegations in this action are similar to those in the securities class action described above. The plaintiff asserts that certain defendants breached their fiduciary duty by selling their stock while in possession of certain material non-public information and that we violated Section 14(a) of the Exchange Act and Rule 14a-9 thereunder by failing to disclose material facts in our 2003, 2004 and 2005 proxy statements in which we solicited approval to increase share availability under our 2002 Stock Option Plan. The plaintiff seeks the return of all profits from the alleged insider trading conducted by the individual defendants who sold our stock, unspecified compensatory damages with interest and its costs in the action. In March 2007, the Special Litigation Committee moved to dismiss the complaint based on, among other things, the Committee's conclusion that "future pursuit of this action is not in the best interests of Take-Two or its shareholders." In August 2007, the plaintiff filed an Amended Derivative and Class Action Complaint alleging, among other things, that defendants breached their fiduciary duties in connection with the issuance of proxy statements from 2001 through 2005. In September 2007, the Special Litigation Committee moved to dismiss the Amended Complaint or to consolidate certain of its claims with the securities class action. In July 2008, the Court dismissed all claims against us and all claims against all defendants that arose out of the plaintiff's derivative claims. The Court expressly did not determine whether the remaining claims, which are related to the proxy statements, would entitle the putative class to monetary damages.

Derivative Action—Option Backdating. In July and August 2006, shareholders Richard Lasky and Raeda Karadsheh filed purported derivative actions in the SDNY Court against us, as nominal defendant, and certain of our directors and certain former officers and directors. These actions were consolidated in November 2006 and the plaintiffs filed a consolidated complaint in January 2007, which focused exclusively on our historical stock option granting practices, alleging violations of federal and state law, including breaches of fiduciary duties, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The complaints sought unspecified damages against all of the individual defendants, reimbursement from certain of the defendants of bonuses or other incentive or equity-based compensation paid to them, equitable and other relief relating to the proceeds from certain of the defendants' alleged improper trading activity in our stock, adoption of certain corporate governance proposals and recovery of litigation costs. These matters were referred to the Special Litigation Committee, which moved to dismiss certain parties from the litigation and to have any claims against the remaining parties be assigned to us for disposition by our management and Board of Directors. On April 21, 2009, the Court granted the Special Litigation Committee's motion in it entirety, dismissing all claims against all named defendants except Ryan A. Brant, James David, Larry Muller, and Kelly G. Sumner, and assigning those remaining claims to the Company as the sole party plaintiff.

Strickland et al. Personal Injury Action. In February 2005, the personal representatives of the Estates of Arnold Strickland, James Crump and Ace Mealer brought an action in the Circuit Court of Fayette County, Alabama against us, Sony Computer Entertainment America Inc., Sony Corporation of America, Wal-Mart, GameStop and Devin Moore, alleging under Alabama's manufacturers' liability and wrongful death statutes, that our video games resulted in "copycat violence" that caused the deaths of Messrs. Strickland, Crump and Mealer by Mr. Moore. The suit seeks damages (including punitive damages) against all of the defendants in excess of $600,000. In April 2006, the plaintiffs amended the complaint to add a claim for civil conspiracy. Our motion to dismiss that claim is pending, but there currently is no scheduling order in effect. At our request, the Court held an evidentiary hearing on October 30, 2008 to consider the exclusion of certain expert testimony and a second hearing was held on December 18, 2008. We believe that the claims are without merit and that this action is similar to lawsuits brought and uniformly dismissed by courts in other jurisdictions.

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Stockholder Actions. In March 2008, Patrick Solomon, a stockholder, filed a purported class action complaint in the Court of Chancery of the State of Delaware against us and certain of our officers and directors. The plaintiff contends that the defendants breached their fiduciary duties by, among other things, allegedly refusing to explore premium offers by Electronic Arts Inc. to acquire all of the Company's outstanding shares of common stock, enacting a bylaw amendment allegedly designed to entrench the current board by preventing stockholders from nominating and electing alternative directors, agreeing to an amendment to a management agreement with ZelnickMedia and issuing a proxy statement for the 2008 annual meeting of stockholders that allegedly contained misleading and incomplete information. The complaint seeks preliminary and permanent injunctive relief, rescissory and other equitable relief and damages. After certain voluntary actions were taken by the Company, the plaintiff agreed to withdraw his motion for preliminary injunctive relief, and the annual meeting went forward without difficulty (and without any stockholders nominating directors or proposing business). On December 19, 2008, the plaintiff filed a supplement to his complaint. The supplement repeats his prior allegations and also alleges the stockholder vote on the amendment of the Company's Incentive Stock Plan and the amendment to the management agreement with ZelnickMedia and the grant of stock thereunder was invalid. On February 17, 2009, the Company filed its motion to dismiss all claims in both pleadings. On March 4, 2009, the plaintiff filed a motion to file a second supplement to his complaint. The second supplement contains additional allegations of breaches of fiduciary duties by the directors, and misleading and incomplete disclosure with respect to the proxy statement for the 2009 annual meeting of stockholders. The second supplement also sought to enjoin the vote on the 2009 Stock Incentive Plan at the 2009 annual meeting of stockholders and a declaration that such Plan is invalid and void. On April 3, 2009, the Company entered into a settlement in principle of the plaintiff's complaint and both supplements, subject to approval by the Delaware Court. The settlement provides, among other things, for additional disclosure which is contained in a supplement to the Company's proxy statement. The settlement does not provide for a payment of monetary damages to the plaintiff or the purported class. The Company has opposed an application by the plaintiff's counsel for fees and expenses and expects that any award of fees or expenses will be covered by the Company's existing insurance policies. The Company believes that the plaintiff's complaint and the two supplements are wholly without merit, but entered into the settlement arrangement solely to save the time and expense of continued litigation.

In April 2008, St. Clair Shores General Employees Retirement System, a stockholder, filed a purported derivative action on behalf of the Company in the Court of Chancery of the State of Delaware against our directors and ZelnickMedia. The allegations are essentially the same as those in the original Solomon complaint, above, with an additional complaint about the "poison pill" adopted by our board in March 2008, and an additional claim against ZelnickMedia for aiding and abetting the directors' alleged breach of fiduciary duty. Because the action was duplicative, the plaintiff agreed to stay all proceedings in the case in favor of the Solomon case. We believe the claims lack merit, and intend to defend vigorously against them. Also in April 2008, Michael Maulano, an alleged stockholder, filed a purported class action in New York Supreme Court, New York County, against us and our directors.

We intend to vigorously defend all of the above matters and, with respect to the derivative actions, we have been advised that the individual defendants will vigorously defend such actions.

10. SEGMENT AND GEOGRAPHIC INFORMATION

We are a publisher and distributor of interactive entertainment software games designed for personal computers, video game consoles and handheld platforms. Revenue earned by our publishing segment is primarily derived from the sale of internally developed software titles and software titles developed on our behalf by third parties. Revenue earned by our distribution segment is derived from the sale of third party software titles, accessories and hardware.

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Our Chief Executive Officer is our chief operating decision maker ("CODM"). We are centrally managed and the CODM primarily uses consolidated financial information supplemented by sales information by product category, major product title and platform for making operational decisions and assessing financial performance.

Our CODM is presented with financial information that contains information that separately identifies our publishing and distribution operations, including gross margin information. Accordingly, we consider our publishing and distribution businesses to be distinct reportable segments.

Our operating segments do not record inter-segment revenue and therefore none has been reported. We do not allocate operating expenses, interest and other income, interest expense or income taxes to operating segments. Our accounting policies for segment reporting are the same as for the Company as a whole.

Information about our reportable segments is as follows:

	Three months ended April 30,				Six months ended April 30,

Net revenue:	2009		2008		2009		2008
Publishing	$	174,197	$	483,525	$	323,383	$	605,945
Distribution		55,525		56,285		163,149		174,307

Total net revenue	$	229,722	$	539,810	$	486,532	$	780,252

	Three months ended April 30,				Six months ended April 30,

Gross profit:	2009		2008		2009		2008
Publishing	$	64,320	$	217,246	$	110,923	$	259,419
Distribution		3,800		4,305		13,105		16,566

Total gross profit	$	68,120	$	221,551	$	124,028	$	275,985

	April 30, 2009						October 31, 2008

	Publishing		Distribution		Total		Publishing		Distribution		Total
Accounts receivable, net	$	42,676	$	9,441	$	52,117	$	115,921	$	41,537	$	157,458
Inventory		24,701		49,319		74,020		38,446		65,789		104,235
Total assets		752,994		102,185		855,179		933,802		149,550		1,083,352

We attribute net revenue to geographic regions based on product destination. Net revenue by geographic region is as follows:

	Three months ended April 30,				Six months ended April 30,

Net revenue by geographic region:	2009		2008		2009		2008
United States	$	163,919	$	318,449	$	344,829	$	507,675
Canada		11,001		32,832		23,964		46,414

North America		174,920		351,281		368,793		554,089
Continental Europe		32,805		99,246		71,178		120,664
United Kingdom		13,896		64,109		28,879		71,517
Asia Pacific and other		8,101		25,174		17,682		33,982

Total net revenue	$	229,722	$	539,810	$	486,532	$	780,252

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Net revenue by product platform for our reportable segments is as follows:

		Three months ended April 30,				Six months ended April 30,

Net revenue by product platform:		2009		2008		2009		2008
Publishing:
Microsoft Xbox 360		$	77,815	$	223,486	$	105,024	$	249,186
Nintendo Wii			18,757		31,257		47,465		54,566
PC			10,348		9,636		45,868		22,059
Sony PLAYSTATION 3			19,609		175,323		42,712		185,501
Nintendo DS			23,733		2,363		31,275		5,055
Sony PlayStation 2			13,016		27,312		27,058		58,026
Sony PSP			10,550		13,382		22,839		28,872
Other			369		766		1,142		2,680

Total publishing			174,197		483,525		323,383		605,945
Distribution:
Hardware and peripherals			20,077		21,526		60,677		74,693
Software:
	Nintendo Wii		9,044		4,932		29,986		15,932
	PC		11,963		14,479		25,043		26,846
	Nintendo DS		5,574		4,185		18,368		15,548
	Microsoft Xbox 360		4,026		2,442		12,344		8,875
	Sony PlayStation 2		2,445		3,665		8,053		14,438
	Sony PLAYSTATION 3		1,590		1,221		5,273		4,601
	Sony PSP		533		1,608		1,864		3,037
	Other		273		2,227		1,541		10,337

Total distribution			55,525		56,285		163,149		174,307

Total net revenue		$	229,722	$	539,810	$	486,532	$	780,252

11. SUBSEQUENT EVENTS

In May 2009, we issued $138,000 of 4.375% convertible senior notes due 2014 ("Convertible Notes"). The Convertible Notes will pay interest semi-annually at a rate of 4.375% per annum and mature on June 1, 2014. The Convertible Notes are convertible under certain circumstances and during certain periods at an initial conversion rate of 93.6768 shares of our common stock per $1 principal amount of notes (representing an initial conversion price of approximately $10.675 per share of common stock or a conversion premium of 25%, for a total of approximately 12,927,000 underlying conversion shares) subject to adjustment in certain circumstances. Prior to December 1, 2013, the Convertible Notes will be convertible only upon specified events and, thereafter, at any time. Upon conversion, the Convertible Notes may be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of the Company's common stock. We may redeem some or all of the Convertible Notes for cash under certain circumstances on or after June 5, 2012.

In connection with the offering of the notes, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution to our common stock upon conversion of the notes. The transactions include options to purchase approximately 12,927,000 shares of common stock at $10.675 per share, expiring on June 1, 2014, for a total cost of approximately $43,600, and the sale of warrants to purchase approximately 12,927,000 shares of common stock at $14.945 per share expiring August 30, 2014, for total proceeds of approximately $26,300. The cost of the options and the proceeds from the issuance of the warrants will be applied to additional paid-in capital.

On May 28, 2009, we paid down all the outstanding borrowings on our Credit Agreement.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company's future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including those contained in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2008, in the section entitled "Risk Factors," and the Company's other periodic filings with the SEC. All forward- looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is provided in addition to the accompanying condensed consolidated financial statements and footnotes to assist readers in understanding our results of operations, financial condition and cash flows. The following discussion should be read in conjunction with the MD&A included in our annual consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K for the year ended October 31, 2008.

Overview

Our Business

We are a global publisher, developer and distributor of interactive entertainment software, hardware and accessories. Our publishing segment consists of our Rockstar Games, 2K Games, 2K Sports and 2K Play publishing labels. We develop, market and publish software titles for the leading gaming and entertainment hardware platforms including: Sony's PLAYSTATION®3 ("PS3") and PlayStation®2 ("PS2") computer entertainment systems; Sony's PSP® (PlayStation®Portable) ("PSP") system; Microsoft's Xbox 360® ("Xbox 360") video game and entertainment system; Nintendo's Wii™ ("Wii") and DS™ ("DS") systems; and for the PC and Games for Windows®. The installed base for the prior generation of platforms, including PS2 and DS ("prior generation platforms") is substantial. The release of the PS3, Xbox 360, and Wii platforms ("current generation platforms") has further expanded the video game software market. We are continuing to increase the number of titles released on the current generation platforms while also developing titles for certain prior generation platforms such as PS2 and DS given their significant installed base, as long as it is economically attractive to do so. Our distribution segment, which primarily consists of our Jack of All Games subsidiary, distributes our products as well as software, hardware and accessories produced by others to retail outlets in North America.

We endeavor to be the most creative, innovative and efficient company in our industry. Our strategy is to capitalize on the growth of the interactive entertainment market, particularly the expanding demographics of video game players, and focus on creating premium quality games and successful franchises for which we can create sequels. We develop most of our frontline products internally and own the intellectual property associated with most of our titles, which we believe best positions us financially and competitively. We have established a portfolio of proprietary software content for the major hardware platforms in a wide range of genres including action, adventure, racing, role-playing, sports and strategy. We believe that our commitment to creativity and innovation is a distinguishing

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strength, allowing us to differentiate many of our products in the marketplace by combining advanced technology with compelling story lines and characters that provide unique gameplay experiences for consumers. We have created, acquired or licensed a group of highly recognizable brands to match the variety of consumer demographics we aspire to serve, ranging from adults to children and game enthusiasts to casual gamers.

Revenue in our publishing segment is primarily derived from the sale of internally developed software titles and software titles developed on our behalf by third parties. Operating margins in our publishing business are dependent in part upon our ability to continually release new, commercially successful products and to manage software product development costs. We have internal development studios located in the United States, Canada, the United Kingdom, Czech Republic, Australia and China.

We expect Rockstar Games, our wholly-owned publisher of the hitGrand Theft Auto andMidnight Club franchises, to continue to be a leader in the action product category by leveraging our existing franchises as well as developing new brands. Rockstar continues to expand on these franchises by releasing sequels as well as offering downloadable episodes and content. Rockstar is also well known for developing brands in other genres, including theBully,Manhunt,Max Payne andRed Dead Revolver franchises. 2K Games has published a variety of popular entertainment properties across multiple genres and platforms and we expect 2K Games to continue to develop new and successful franchises in the future. 2K Games' internally owned and developed franchises include the critically acclaimed, multi-million unit sellingBioShock,Mafia, andSid Meier's Civilization series. 2K Games has recently partnered with Digital Extremes to develop a new multiplayer experience forBioShock® 2 in order to develop a new and substantial element that enhances the lore and fiction of the BioShock universe. 2K Games has externally developed titles that have includedThe Darkness™ andThe Elder Scrolls IV®: Oblivion™. Our 2K Sports series, which includesMajor League Baseball 2K,NBA 2K andNHL 2K, provides more consistent annual revenue streams than our Rockstar Games and 2K Games' businesses because we publish them on an annual basis. We develop most of our 2K Sports software titles through our internal development studios including theMajor League Baseball 2K series,NBA 2K series,NHL 2K series, ourTop Spin tennis series, and ourDon King boxing title. Since its formation, our 2K Sports label has secured major sports league licenses including long-term, third party exclusive licensing relationships with Major League Baseball Properties, the Major League Baseball Players Association and Major League Baseball Advanced Media. Our 2K Play label focuses on developing and publishing titles for the growing market of casual and family-friendly games. 2K Play titles are developed by third party developers and internal development studios. Internally developed titles includeCarnival Games and theDeal or No Deal series. 2K Play has also recently announced two new casual and family friendly games,Birthday Party Bash andRingling Bros. and Barnum & Bailey® Circus, to be released later this year. 2K Play also has a partnership with Nickelodeon to publish video games based on its top rated Nick Jr. titles such asDora the Explorer andGo, Diego, Go! We expect family-oriented gaming to be an important component of our industry in the future. Furthermore, we have expansion initiatives in the rapidly growing Asia Pacific markets, where our strategy is to broaden the distribution of our existing products, develop a presence in Japan, and establish an online gaming presence, especially in China and Korea.

Our distribution segment, which is primarily comprised of our Jack of All Games subsidiary, distributes our products as well as third party software, hardware and accessories to retail outlets primarily in North America. Revenue in our distribution segment is derived from the sale of third party software titles, accessories and hardware in North America. Operating margins in our distribution business depend in large part on the mix of software and hardware sales, with software sales generally yielding higher margins than hardware. We have focused on improving margins in our distribution business. In September 2008, we sold certain assets of our distribution segment pertaining to the warehouse management, processing and value-added service operations of our distribution facility to Ditan Distribution LLC ("Ditan"), a logistics management solutions provider. In addition, we agreed to

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outsource the pick, pack, ship and warehousing functions for our publishing and distribution businesses to Ditan. This has allowed Jack of All Games to better focus on purchasing, sales and service for their customers. We also adopted a plan to reduce the number of stock keeping units ("SKU's") on hand in our warehouse in order to focus on higher margin titles and improve the operating efficiency of the segment.

Trends and Factors Impacting our Business

Product Release Schedule. Our financial results are impacted by the timing of our product releases and the commercial success of those titles. OurGrand Theft Auto products in particular have historically accounted for a substantial portion of our revenue. The timing of ourGrand Theft Auto releases varies significantly, which in turn impacts our financial performance on a quarterly and annual basis.

Economic Environment and Retailer Performance. Our business is dependent upon a limited number of customers who account for a significant portion of our revenue. The unfavorable economic environment has impacted several of our customers, and is expected to continue to do so during fiscal 2009. Bankruptcies or consolidations of our large retail customers could seriously hurt our business, due to uncollectible accounts receivables and the concentration of purchasing power among the remaining large retailers. Our business is also negatively impacted by the actions of certain of our large customers, who sell used copies of our games, which reduces demand for new copies of our games. We have begun to offer downloadable episodes for certain of our titles, which requires the user to have a copy of the original game. While this may serve to reduce some used game sales, we expect sales of used games to continue to increase.

Hardware Platforms. The majority of our products are made for the hardware platforms developed by three companies—Sony, Microsoft and Nintendo. The success of our business is dependent upon the consumer acceptance of these platforms and the continued growth in the installed base of these platforms. When new hardware platforms are introduced, demand for software based on older platforms declines, which may negatively impact our business. Additionally, our development costs are generally higher for titles based on new platforms, and we have limited ability to predict the consumer acceptance of the new platforms, which may impact our sales and profitability. As a result, we believe it is important to focus our development efforts on a select number of titles, which is consistent with our strategy.

International Operations. Sales in international markets, primarily in Europe, have accounted for a significant portion of our revenue. We have also recently expanded our Asian operations in an effort to increase our geographical scope and diversify our revenue base. We are subject to risks associated with foreign trade, including credit risks and consumer acceptance of our products, and our financial results may be impacted by fluctuations in foreign currency exchange rates.

Second Quarter 2009 Releases

We released the following key titles in the second quarter of fiscal year 2009:

Title	Publishing Label	Internal or External Development	Platform(s)	Date Released

Grand Theft Auto IV: The Lost and Damned	Rockstar Games	Internal	Xbox LIVE® (downloadable episode)	February 17, 2009
Major League Baseball® 2K9	2K Sports	Internal	Multiple platforms	March 3, 2009
MLB® 2K9 Fantasy All-Stars	2K Sports	External	DS	March 3, 2009
Grand Theft Auto: Chinatown Wars	Rockstar Games	Internal	DS	March 17, 2009
Midnight Club: Los Angeles—South Central	Rockstar Games	Internal	PlayStation®Network, Xbox LIVE® (downloadable content)	March 19, 2009
Don King Boxing	2K Sports	Internal	Wii, DS	March 31, 2009

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Product Pipeline

We have announced expected release dates for the following key titles (this list does not represent all titles currently in development):

Title	Publishing Label	Internal or External Development	Platform(s)	Expected/Actual Release

Sid Meier's Civilization IV®: The Complete Edition	2K Games	External	Games for Windows®	May 12, 2009
Birthday Party Bash	2K Play	External	Wii™	July 14, 2009
The BIGS™ 2	2K Sports	External	Multiple platforms	Q3 2009
Beaterator	Rockstar Games	Internal	TBA	Q4 2009
BioShock® 2	2K Games	Internal	TBA	Q4 2009
Borderlands™	2K Games	External	PS3, Xbox 360, Games for Windows®	Q4 2009
Grand Theft Auto: Episodes from Liberty City	Rockstar Games	Internal	Xbox 360	Q4 2009
Grand Theft Auto: The Ballad of Gay Tony	Rockstar Games	Internal	Xbox LIVE® (downloadable episode)	Q4 2009
NBA® 2K10	2K Sports	Internal	Multiple platforms	Q4 2009
NHL® 2K10	2K Sports	Internal	Multiple platforms	Q4 2009
Ringling Bros. and Barnum & Bailey® Circus	2K Play	Internal	Wii™, Nintendo DS™	Q4 2009
Mafia II	2K Games	Internal	PS3, Xbox 360, Games for Windows®	Fiscal year 2010
Max Payne 3	Rockstar Games	Internal	PS3, Xbox 360, Games for Windows®	Fiscal year 2010
Red Dead Redemption	Rockstar Games	Internal	PS3, Xbox 360	Fiscal year 2010

Critical Accounting Policies and Estimates

Our most critical accounting policies, which are those that require significant judgment, include: revenue recognition; allowances for returns, price concessions and other allowances; capitalization and recognition of software development costs and licenses; valuation of goodwill and long-lived assets; valuation and recognition of stock-based compensation; and income taxes. In-depth descriptions of these can be found in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008.

Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157,Fair Value Measurements ("SFAS 157"), which provides guidance on how to measure assets and liabilities recorded at fair value. SFAS 157 does not expand the use of fair value to any new circumstances, but does require additional disclosure in annual and quarterly reports. We adopted SFAS 157 and its related amendments for financial assets and liabilities as of November 1, 2008 (See Note 3 to the Condensed Consolidated Financial Statements) and it did not have a material impact on our financial position or results of operations. SFAS 157 is effective for non-financial assets and liabilities for us beginning November 1, 2009. We have evaluated the non-financial assets and liabilities portion of the standard and expect that it will have no significant impact on our financial condition or results of operations.

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In June 2007, the FASB ratified the Emerging Issues Task Force's ("EITF") consensus conclusion on EITF 07-03,Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development. EITF 07-03 addresses the diversity which exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under this conclusion, an entity is required to defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed. EITF 07-03 is effective for interim or annual reporting periods in fiscal years beginning after December 15, 2007 (November 1, 2008 for the Company), and requires prospective application for new contracts entered into after the effective date. The adoption of EITF 07-03 did not have a material effect on our consolidated financial position, cash flows or results of operations.

In May 2008, the FASB issued Staff Position APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1), which specifies that issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in a manner that will reflect the Company's non-convertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company). In May 2009, we issued $138.0 million of 4.375% convertible senior note due 2014 ("Convertible Notes"). We will adopt FSP APB 14-1 on November 1, 2009 and accordingly will reclassify a portion of our debt balance to additional paid-in-capital, representing a bifurcation based on the fair value of the Convertible Notes' embedded conversion option. The difference between the principal amount of the Convertible Notes' and the remaining liability component after the bifurcation will be reported as a debt discount. We will be required to amortize the debt discount as interest expense on our statement of operations in addition to the Convertible Notes' coupon interest payments. FSP APB 14-1 prohibits early adoption and requires retrospective application to all periods presented. We are in the process of determining the amount of the debt discount and corresponding fair value of the Convertible Notes' embedded conversion option that will be required to be recorded under FSP APB 14-1. See Note 11 to our Financial Statements.

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financial statements issued for fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company). FSP EITF 03-6-1 clarifies that share-based payment awards that entitle holders to receive nonforfeitable dividends before they vest will be considered participating securities and included in the basic earnings per share calculation. We are still evaluating the impact of adopting FSP EITF 03-6-1 on our results of operations.

In April 2009, the FASB issued FASB Staff Position (FSP) FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies ("FSP FAS 141(R)-1"), requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, if fair value can be determined during the measurement period. FSP FAS 141(R)-1 specifies that an asset or liability should be recognized at time of acquisition if the amount of the asset or liability can be reasonably estimated and that it is probable that an asset existed or that a liability had been incurred at the acquisition date. FSP FAS 141(R)-1 is effective for all fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company). We are evaluating the impact that the adoption of FSP FAS 141(R)-1 will have on our consolidated financial position, cash flows and results of operations.

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Results of Operations

Consolidated operating results, net revenue by geographic region and publishing revenue by platform as a percent of revenue are as follows:

		Three months ended April 30,						Six months ended April 30,

		2009			2008			2009			2008
Net revenue:
	Publishing		75.8	%		89.6	%		66.5	%		77.7	%
	Distribution		24.2	%		10.4	%		33.5	%		22.3	%

Net revenue			100.0	%		100.0	%		100.0	%		100.0	%

Cost of goods sold			70.3	%		59.0	%		74.5	%		64.6	%
Gross profit			29.7	%		41.0	%		25.5	%		35.4	%
	Selling and marketing		13.5	%		8.5	%		14.8	%		10.2	%
	General and administrative		13.7	%		9.0	%		14.6	%		10.4	%
	Research and development		6.4	%		2.7	%		7.3	%		3.9	%
	Business reorganization and related		0.0	%		0.2	%		0.0	%		0.1	%
	Depreciation and amortization		2.1	%		1.4	%		2.0	%		1.8	%

Total operating expenses			35.7	%		21.8	%		38.8	%		26.5	%

Income (loss) from operations			(6.0	)%		19.3	%		(13.3	)%		8.9	%
	Interest and other income, net		(0.7	)%		(0.3	)%		0.2	%		(0.0	)%

Income (loss) before income taxes			(6.7	)%		18.9	%		(13.1	)%		8.9	%
Provision (benefit) for income taxes			(2.3	)%		0.8	%		(0.7	)%		1.1	%

Net income (loss)			(4.4	)%		18.2	%		(12.4	)%		7.7	%

Net revenue by geographic region:
	United States and Canada		76.1	%		65.1	%		75.8	%		71.0	%
	Europe, Asia Pacific and Other		23.9	%		34.9	%		24.2	%		29.0	%
Publishing revenue by platform:
	Console		74.2	%		94.7	%		68.7	%		90.6	%
	Handheld		19.7	%		3.3	%		16.7	%		5.7	%
	PC		5.9	%		2.0	%		14.2	%		3.6	%
	Accessories		0.2	%		0.0	%		0.4	%		0.1	%

Three Months ended April 30, 2009 compared to April 30, 2008

Publishing

(thousands of dollars)		2009				2008				Increase/ (decrease)


Net revenue		$	174,197	100.0	%	$	483,525	100.0	%	$	(309,328	)	(64.0	)%
	Product costs		57,270	32.9	%		133,063	27.5	%		(75,793	)	(57.0	)%
	Software development costs and royalties⁽¹⁾		28,012	16.1	%		57,688	11.9	%		(29,676	)	(51.4	)%
	Internal royalties		9,659	5.5	%		52,653	10.9	%		(42,994	)	(81.7	)%
	Licenses		14,936	8.6	%		22,875	4.7	%		(7,939	)	(34.7	)%

Cost of goods sold			109,877	63.1	%		266,279	55.1	%		(156,402	)	(58.7	)%

Gross profit		$	64,320	36.9	%	$	217,246	44.9	%	$	(152,926	)	(70.4	)%

⁽¹⁾: Includes $1,876 and $6,448 of stock-based compensation expense in 2009 and 2008, respectively.

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Net revenue decreased $309.3 million for the three months ended April 30, 2009 as compared to the same period in 2008, primarily due to the release ofGrand Theft Auto IV for the PS3 and Xbox 360 in April 2008, which surpassed all-time sales records for the launch of an entertainment property. Sales of ourGrand Theft Auto franchise decreased $288.1 million for the three months ended April 30, 2009 as compared to the same period in 2008. Sales ofGrand Theft Auto IV decreased significantly and was partially offset by the second quarter 2009 releases ofGrand Theft Auto IV: The Lost and Damned downloadable episode andGrand Theft Auto: Chinatown Wars for the Nintendo DS. In addition, net revenue from ourBully franchise, including the release ofBully: Scholarship Edition in the second quarter of 2008, decreased $22.0 million for the three months ended April 30, 2009 as compared to the same period in 2008.

Net revenue on current generation platforms accounted for approximately 66.7% of our total net publishing revenue in the second quarter of 2009 compared to 88.9% for the same period in 2008. The decrease is primarily due to the release ofGrand Theft Auto IV in April 2008 for the PS3 and Xbox 360. Nintendo DS sales increased $21.4 million (904.2%) due primarily to the March 2009 release ofGrand Theft Auto: Chinatown Wars. Sales on the prior generation platforms continued to decline primarily due to a decrease of $14.3 million (52.4%) on PS2, related to decreased sales of prior versions ofGrand Theft Auto and various sports titles. We expect volume on prior generation platforms to continue to decline as a result of the continuing hardware transition to the current generation hardware platforms and have therefore reduced the number of titles in development for these older platforms. We have also continued to reduce pricing on software titles for the PS2 as the current generation hardware installed base grows.

Gross profit as a percentage of net revenue decreased from the same period of the prior year primarily due to the release ofGrand Theft Auto IV during the second quarter of 2008. Product costs increased as a percentage of net revenue for the three months ended April 30, 2009, primarily due to the manufacturing discounts we received related to the release ofGrand Theft Auto IV in the second quarter of 2008. Additionally, capitalized software amortization increased as a percentage of net revenue in 2009 as the capitalized software amortization related toGrand Theft Auto IV in 2008 was lower as a percentage of net revenue due to its longer product life cycle and lower total development cost as compared to revenue generated. Excluding the impact from sales of ourGrand Theft Auto franchise, license costs decreased as a percentage of net revenue related to ourMajor League Baseball license which was impacted by the timing of releases and a greater number of baseball titles in our 2009 release schedule.

Publishing revenue earned outside of North America accounted for approximately $54.7 million (31.4%) in the second quarter of 2009 compared to $188.2 million (38.9%) in the 2008 period. The year-over-year decrease was primarily attributable to the global release ofGrand Theft Auto IV in the second quarter of 2008. Foreign exchange rates reduced revenue and gross profit by approximately $12.8 million and $0.7 million, respectively, in the second quarter of 2009.

Distribution

(thousands of dollars)	2009				2008				Increase/ (decrease)


Net revenue	$	55,525	100.0	%	$	56,285	100.0	%	$	(760	)	(1.4	)%
Cost of goods sold		51,725	93.2	%		51,980	92.4	%		(255	)	(0.5	)%

Gross profit	$	3,800	6.8	%	$	4,305	7.6	%	$	(505	)	(11.7	)%

Net revenue decreased $0.8 million for the three months ended April 30, 2009 as compared to the same period in 2008 primarily attributable to a decrease in sales of hardware and sales of software for prior generation platforms. In addition, the strengthening U.S. dollar contributed to the decrease in net revenue. Increasing sales of current generation software substantially offset the decrease in net revenue,

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primarily fueled by Wii software sales as consumers continued to shift their spending to this platform with the increasing popularity of casual gaming.

Gross profit margins decreased slightly in 2009 primarily due to the sale of older inventory at lower margins resulting from our plan to reduce our inventory levels and SKU count. In addition, cost of goods sold increased reflecting the distribution services agreement that we entered into with Ditan in September 2008. Prior to September 2008, certain product distribution costs were recorded in operating expenses because we operated the distribution warehouse. These costs were partially offset by our continued emphasis on improving margins in our distribution business by focusing on higher margin software products.

Operating Expenses

(thousands of dollars)		2009				2008				Increase/ (decrease)


	Selling and marketing	$	31,044	13.5	%	$	45,949	8.5	%	$	(14,905	)	(32.4	)%
	General and administrative		31,415	13.7	%		48,317	9.0	%		(16,902	)	(35.0	)%
	Research and development		14,759	6.4	%		14,828	2.7	%		(69	)	(0.5	)%
	Business reorganization and related		-	0.0	%		944	0.2	%		(944	)	(100.0	)%
	Depreciation and amortization		4,777	2.1	%		7,516	1.4	%		(2,739	)	(36.4	)%

Total operating expenses⁽¹⁾		$	81,995	35.7	%	$	117,554	21.8	%	$	(35,559	)	(30.2	)%

⁽¹⁾: Includes stock-based compensation expense, as follows:

	2009		2008

Selling and marketing	$	423	$	514
General and administrative		2,555		4,576
Research and development		462		889

Foreign currency exchange rates favorably impacted total operating expenses by approximately $5.3 million in the second quarter of 2009, compared to the second quarter of 2008.

Selling and marketing

Selling and marketing expenses decreased $14.9 million for the three months ended April 30, 2009, as compared to the same period in 2008 primarily due to:

i.: a decrease of $10.4 million in advertising expense primarily related to the release ofGrand Theft Auto IV in April 2008; and
ii.: a decrease of $2.7 million in personnel costs due to the restructuring and termination of employees in our Europe operations; and
iii.: a decrease of $2.0 million in personnel and warehouse expenses at our distribution facility, offset by approximately $0.8 million in management fees related to the distribution services agreement that we entered into with Ditan in September 2008. The net savings was partially offset by the distribution fee recorded in cost of goods sold.

General and administrative

General and administrative expenses decreased $16.9 million for the three months ended April 30, 2009 compared to the same period in 2008 primarily due to:

i.: a decrease of $2.4 million in professional fees principally due to legal and investment banking expenses incurred in the 2008 period related to the Electronics Arts Inc. ("EA") tender offer

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(the "EA Offer") to acquire the outstanding shares of the Company's Common Stock in 2008; and

ii.: a decrease of $4.3 million in consulting fees primarily due to a decrease of $2.9 million in stock-based compensation expense related to the ZelnickMedia awards, which was a result of a decrease in the price of our common stock, and $1.4 million of fees incurred related to the EA Offer in 2008; and
iii.: a decrease of $3.9 million in personnel costs due to lower performance based compensation and cost saving initiatives; and
iv.: a decrease of $4.3 million for bad debt expense primarily due to lower revenue and related accounts receivable balances in the second quarter of 2009.

General and administrative expenses for the three months ended April 30, 2009 and 2008 also include occupancy expense (primarily rent, utilities and office expenses) of $3.8 million and $3.7 million, respectively, related to our development studios.

Research and development

Research and development expenses for the three months ended April 30, 2009 decreased slightly compared to the same period in 2008. Personnel costs increased $0.8 million in the current period as a result of added headcount primarily from prior year acquisitions and expansion initiatives in Asia Pacific markets, offset by a decrease in professional fees from the same period of 2008.

Provision (benefit) for income taxes. For the three months ended April 30, 2009, income tax benefit was $5.3 million, compared to income tax expense of $4.1 million in the second quarter of 2008. The change in income taxes is primarily attributable to pre-tax losses in 2009 compared to pre-tax income in 2008 and adjustments resulting from domestic tax audits that concluded during the second quarter of 2009. We did not record an income tax benefit on our United States pre-tax loss in 2009 due to uncertainty regarding the realization of our deferred tax assets. Our effective tax rate differed from the federal, state and foreign statutory rates primarily due to the recording and reversal of valuation allowances during 2009 and 2008, respectively.

As of April 30, 2009, we had gross unrecognized tax benefits, including interest and penalties, of $16.3 million, all of which would affect our effective tax rate if realized. For the three months ended April 30, 2009, gross unrecognized tax benefits decreased by $11.2 million, which includes a decrease in interest and penalties of $4.9 million, primarily related to adjustments resulting from domestic tax audits that concluded during the second quarter of 2009.

We are regularly audited by domestic and foreign taxing authorities. Audits may result in tax assessments in excess of amounts claimed and the payment of additional taxes. We believe that our tax positions comply with applicable tax law, and that we have adequately provided for reasonably foreseeable tax assessments.

Net income (loss) and earnings (loss) per share. For the three months ended April 30, 2009, our net loss was $10.1 million, compared to net income of $98.2 million in the same period of 2008. Net loss per share for the three months ended April 30, 2009 was $0.13 compared to net income per share of $1.31 and $1.29 for basic and diluted, respectively, for the three months ended April 30, 2008. Weighted average shares outstanding remained relatively flat compared to the prior period.

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Six Months ended April 30, 2009 compared to April 30, 2008

Publishing

(thousands of dollars)		2009				2008				Increase/ (decrease)


Net revenue		$	323,383	100.0	%	$	605,945	100.0	%	$	(282,562	)	(46.6	)%
	Product costs		108,897	33.7	%		175,454	29.0	%		(66,557	)	(37.9	)%
	Software development costs and royalties⁽¹⁾		51,314	15.9	%		80,402	13.3	%		(29,088	)	(36.2	)%
	Internal royalties		30,131	9.3	%		58,797	9.7	%		(28,666	)	(48.8	)%
	Licenses		22,118	6.8	%		31,873	5.3	%		(9,755	)	(30.6	)%

Cost of goods sold			212,460	65.7	%		346,526	57.2	%		(134,066	)	(38.7	)%

Gross profit		$	110,923	34.3	%	$	259,419	42.8	%	$	(148,496	)	(57.2	)%

⁽¹⁾: Includes $3,049 and $7,194 of stock-based compensation expense in 2009 and 2008, respectively.

Net revenue decreased $282.6 million for the six months ended April 30, 2009 as compared to the same period in 2008, primarily due to the release ofGrand Theft Auto IV for the PS3 and Xbox 360 in April 2008, which surpassed all-time sales records for the launch of an entertainment property. Sales of ourGrand Theft Auto franchise decreased $256.4 million for the six months ended April 30, 2009 as compared to the same period in 2008. Sales ofGrand Theft Auto IV decreased significantly and was partially offset by the second quarter 2009 releases ofGrand Theft Auto IV: The Lost and Damned downloadable episode andGrand Theft Auto: Chinatown Wars for the Nintendo DS. In addition, net revenue from ourBully franchise including the release ofBully: Scholarship Edition in the second quarter of 2008 decreased $23.5 million for the six months ended April 30, 2009 as compared to the same period in 2008.

Net revenue on current generation platforms accounted for approximately 60.4% of our total net publishing revenue for the six months ended April 30, 2009 compared to 80.7% for the same period in 2008. The decrease is primarily due to the release ofGrand Theft Auto IV in April 2008 for the PS3 and Xbox 360. PC software sales increased $23.8 million (107.9%) due primarily to the December 2008 release ofGrand Theft Auto IV. Sales on the prior generation platforms continued to decline primarily due to a decrease of $31.0 million (53.4%) on PS2, related to decreased sales of prior versions ofGrand Theft Auto and various sports titles. We expect volume on prior generation platforms to continue to decline as a result of the continuing hardware transition to the current generation hardware platforms and have therefore reduced the number of titles in development for these older platforms. We have also continued to reduce pricing on software titles for the PS2 as the current generation hardware installed base grows.

Gross profit as a percentage of net revenue decreased from the same period of the prior year primarily due to the release ofGrand Theft Auto IV during the second quarter of 2008. Product costs increased as a percentage of net revenue, primarily due to the manufacturing discounts we received related to the release ofGrand Theft Auto IV in the second quarter of 2008. Additionally, capitalized software amortization increased as a percentage of net revenue in 2009 as the capitalized software amortization related toGrand Theft Auto IV in 2008 was lower as a percentage of net revenue due to its longer product life cycle and lower total development cost as compared to revenue generated. Additionally, we offered greater price concessions in the 2009 period, primarily due to the economic slowdown and increased pressure to lower prices on certain titles. Excluding the impact from sales of ourGrand Theft Auto franchise, license costs decreased as a percentage of net revenue related to ourMajor League Baseball license which was impacted by the timing of releases and a greater number of baseball titles in our 2009 release schedule.

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Revenue earned from licensing our intellectual property to third parties increased $2.6 million for the six months ended April 30, 2009 compared to the same period in 2008 primarily due to licensing from ourGrand Theft Auto franchise. We recognize substantially higher gross profit margins on revenue earned in connection with licensing our products.

Publishing revenue earned outside of North America accounted for approximately $117.5 million (36.3%) for the six months ended April 30, 2009 compared to $225.3 million (37.2%) in the 2008 period. The year-over-year decrease was primarily attributable to the release ofGrand Theft Auto IV in the second quarter of 2008. Foreign exchange rates reduced revenue and gross profit by approximately $26.9 million and $2.5 million, respectively, for the six months ended April 30, 2009.

Distribution

(thousands of dollars)	2009				2008				Increase/ (decrease)


Net revenue	$	163,149	100.0	%	$	174,307	100.0	%	$	(11,158	)	(6.4	)%
Cost of goods sold		150,044	92.0	%		157,741	90.5	%		(7,697	)	(4.9	)%

Gross profit	$	13,105	8.0	%	$	16,566	9.5	%	$	(3,461	)	(20.9	)%

Net revenue decreased $11.2 million for the six months ended April 30, 2009 as compared to the same period in 2008. The decrease was primarily attributable to a decrease of $13.1 million in hardware sales due to our focus on higher margin software products; a decrease of $10.4 million in sales for prior generation software due to declining consumer spending on titles for the prior generation platforms; partially offset by an increase of $14.1 million in sales of Wii software as consumers continued to shift their spending to this platform with the increasing popularity of casual gaming.

Gross profit margins decreased in 2009 primarily due to the sale of older inventory at lower margins resulting from our plan to reduce our inventory levels and SKU count. In addition, cost of goods sold increased reflecting the distribution services agreement that we entered into with Ditan in September 2008. Prior to September 2008, certain product distribution costs were recorded in operating expenses because we operated the distribution warehouse. These were partially offset by our continued emphasis on improving margins in our distribution business by focusing on higher margin software products. Foreign currency exchange rates reduced net revenue and gross profit by approximately $2.2 million and $0.4 million, respectively, for the six months ended April 30, 2009.

Operating Expenses

(thousands of dollars)		2009				2008				Increase/ (decrease)


	Selling and marketing	$	71,818	14.8	%	$	79,678	10.2	%	$	(7,860	)	(9.9	)%
	General and administrative		71,163	14.6	%		81,238	10.4	%		(10,075	)	(12.4	)%
	Research and development		35,702	7.3	%		30,638	3.9	%		5,064		16.5	%
	Business reorganization and related		-	0.0	%		1,106	0.1	%		(1,106	)	(100.0	)%
	Depreciation and amortization		9,885	2.0	%		13,925	1.8	%		(4,040	)	(29.0	)%

Total operating expenses⁽¹⁾		$	188,568	38.8	%	$	206,585	26.5	%	$	(18,017	)	(8.7	)%

⁽¹⁾: Includes stock-based compensation expense, as follows:

	2009		2008

Selling and marketing	$	916	$	1,381
General and administrative		5,947		7,948
Research and development		1,588		1,977

Foreign currency exchange rates favorably impacted total operating expenses by approximately $11.5 million in the six months ended April 30, 2009, as compared to the same period of 2008.

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Selling and marketing

Selling and marketing expenses decreased $7.9 million for the six months ended April 30, 2009 as compared to the same period in 2008 primarily due to:

i.: a decrease of $4.6 million in personnel costs due to the restructuring and termination of employees in our Europe operations in December 2007 partially offset by a $1.1 million increase in personnel costs in Asia due to expansion initiatives in the Asia-Pacific region; and
ii.: a decrease of $5.5 million in personnel and warehouse expenses at our distribution facility offset by approximately $1.5 million in management fees related to the distribution services agreement that we entered into with Ditan in September 2008. The net savings was partially offset by the distribution fee recorded in cost of goods sold.

General and administrative

General and administrative expenses decreased $10.1 million for the six months ended April 30, 2009 compared to the same period in 2008 primarily due to:

i.: a decrease of $4.1 million in consulting fees principally due to a $2.9 million decrease in the stock-based compensation expense related to the ZelnickMedia awards which was the result of a decrease in the price of our common stock, and $1.4 million of fees incurred related to the EA Offer; and
ii.: a decrease of $3.5 million in personnel costs due to lower performance based compensation and cost saving initiatives; and
iii.: a decrease of $2.9 million for bad debt expense primarily due to lower revenue and related accounts receivable balances in the second quarter of 2009.

General and administrative expenses for the six months ended April 30, 2009 and 2008 also includes occupancy expense (primarily rent, utilities and office expenses) of $6.6 million and $7.2 million, respectively, related to our development studios.

Research and development

Research and development expenses increased $5.1 million for the six months ended April 30, 2009 compared to the same period in 2008 primarily due to:

i.: an increase in personnel costs as a result of added headcount primarily from the prior year acquisitions of Rockstar New England (formerly known as Mad Doc Software LLC) and 2K Czech (formerly known as Illusion Softworks, a.s.) as well as expansion initiatives in Asia Pacific markets; and
ii.: an increase of $2.9 million of production expenses.

Provision (benefit) for income taxes. For the six months ended April 30, 2009, income tax benefit was $3.2 million, compared to income tax expense of $8.8 million for the same period in 2008. The change in income taxes is primarily attributable to pre-tax losses in 2009 compared to pre-tax income in 2008 and adjustments resulting from domestic tax audits that concluded during the second quarter of 2009. We did not record an income tax benefit on our United States pre-tax loss in 2009 due to uncertainty regarding the realization of our deferred tax assets. Our effective tax rate differed from the federal, state and foreign statutory rates primarily due to the recording and reversal of valuation allowances in 2009 and 2008, respectively.

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April 30, 2009, gross unrecognized tax benefits decreased by $10.1 million, which includes a decrease in interest and penalties of $4.3 million, primarily related to adjustments resulting from domestic tax audits that concluded during the second quarter of 2009.

Net (loss) income and earnings (loss) per share. For the six months ended April 30, 2009, our net loss was $60.5 million, compared to net income of $60.2 million in the six months ended April 30, 2008. Net loss per share for the six months ended April 30, 2009 was $0.79 compared to net income per share of $0.81 and $0.80 for basic and diluted, respectively, for the six months ended April 30, 2008. Weighted average shares outstanding increased compared to the prior period, mainly due to an increase in the exercise of stock options and vesting of restricted stock over the last twelve months as well as the issuance of 1,496,647 shares of restricted stock in January 2008 in connection with our acquisition of 2K Czech.

Liquidity and Capital Resources

Our primary cash requirements have been to fund (i) the development, manufacturing and marketing of our published products (ii) working capital (iii) acquisitions and (iv) capital expenditures. We expect to rely on funds provided by our operating activities, our Wells Fargo credit agreement and our recently issued convertible senior notes to satisfy our working capital needs.

In July 2007, we entered into a credit agreement with Wells Fargo (the "Credit Agreement"). The Credit Agreement provides for borrowings of up to $140.0 million and is secured by substantially all of our assets and the equity of our subsidiaries. The Credit Agreement expires on July 3, 2012. Revolving loans under the Credit Agreement bear interest at our election of (a) 2.00% to 2.50% above a certain base rate with a minimum 6.00% base rate (8.00% at April 30, 2009 and October 31, 2008), or (b) 3.25% to 3.75% above the LIBOR Rate with a minimum 4.00% LIBOR Rate (7.25% at April 30, 2009 and October 31, 2008). We are also required to pay an annual fee on the unused available balance, ranging from 0.25% to 0.75% based on amounts borrowed.

Availability under the Credit Agreement is restricted by our domestic and United Kingdom based accounts receivable and inventory balances. The Credit Agreement also allows for the issuance of letters of credit in an aggregate amount of up to $25.0 million.

As of April 30, 2009 there were $70.0 million of borrowings and $27.0 million was available for additional borrowings. We had $11.6 million of letters of credit outstanding at April 30, 2009 and were in compliance with all covenants and requirements in the Credit Agreement. On May 28, 2009, we paid down all of the outstanding borrowings on our Credit Agreement.

In May 2009, we issued $138.0 million of 4.375% convertible senior notes due 2014 ("Convertible Notes"). The Convertible Notes will pay interest semi-annually at a rate of 4.375% per annum and will mature on June 1, 2014. The Convertible Notes will be convertible under certain circumstances and during certain periods at an initial conversion rate of 93.6768 shares of our common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $10.675 per share of common stock or a conversion premium of 25%, for a total of approximately 12,927,000 underlying conversion shares), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of 25%. Prior to December 1, 2013, the Convertible Notes will be convertible only upon specified events and, thereafter, at any time. Upon conversion, the Convertible Notes may be settled, at our election, in cash, shares of our common stock, or a combination of cash

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and shares of the Company's common stock. We may redeem some or all of the Convertible Notes for cash under certain circumstances on or after June 5, 2012.

In connection with the offering of the notes, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution to our common stock upon conversion of the notes. The transactions consist of options to purchase approximately 12,927,000 shares of common stock at $10.675 per share, expiring on June 1, 2014, for a total cost of $43.6 million and the sale of warrants to purchase approximately 12,927,000 shares of common stock at $14.945 per share expiring August 30, 2014, for total proceeds of $26.3 million. The cost of the options and the issuance proceeds from the warrants will be applied to additional paid-in capital.

We are subject to credit risks, particularly if any of our receivables represent a limited number of customers or are concentrated in foreign markets. If we are unable to collect our accounts receivable as they become due, it could adversely affect our liquidity and working capital position.

Generally, we have been able to collect our accounts receivable in the ordinary course of business. We do not hold any collateral to secure payment from customers. Effective March 1, 2008, we have purchased trade credit insurance on the majority of our customers to mitigate accounts receivable risk.

A majority of our trade receivables are derived from sales to major retailers and distributors. Our five largest customers accounted for 47.4% and 43.9% of net revenue for the six months ended April 30, 2009 and 2008, respectively. As of April 30, 2009 and October 31, 2008, amounts due from our five largest customers comprised approximately 67.3% and 39.0% of our gross accounts receivable balance, respectively, with our significant customers (those that individually comprised more than 10% of our gross accounts receivable balance) accounting for 62.3% and 11.8% of such balance at April 30, 2009 and October 31, 2008, respectively. We believe that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience, although we actively monitor each customer's credit worthiness and economic conditions that may impact our customers' business and access to capital. We are monitoring the current global economic conditions, including credit markets and other factors as it relates to our customers in order to manage the risk of uncollectible accounts receivable.

We have entered into various agreements in the ordinary course of business that require substantial cash commitments over the next several years. There were no material agreements requiring known cash commitments entered into during the six months ended April 30, 2009 that were not previously reported in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2008.

We believe our current cash and cash equivalents and projected cash flow from operations, along with availability under our Credit Agreement and net proceeds resulting from the issuance of Convertible Notes, will provide us with sufficient liquidity to satisfy our cash requirements for working capital, capital expenditures and commitments through at least the next 12 months.

Our cash and cash equivalents decreased by $100.7 million for the six months ended April 30, 2009 as follows:

		Six months ended April 30,


(thousands of dollars)		2009			2008

	Cash used for operating activities	$	(92,744	)	$	(13,724	)
	Cash used for investing activities		(6,067	)		(9,035	)
	Cash provided by financing activities		4			17,532
	Effects of exchange rates on cash and cash equivalents		(1,854	)		388

Net decrease in cash and cash equivalents		$	(100,661	)	$	(4,839	)

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At April 30, 2009 we had $179.6 million of cash and cash equivalents, compared to $280.3 million at October 31, 2008. Our decrease in cash and cash equivalents from October 31, 2008 was primarily a result of cash used for operating activities. In the six months ended April 30, 2009 our net loss was partially offset by non-cash expenses and a decrease in accounts receivable, reflecting seasonality in our business as we collected on sales from the holiday season. Offsetting the collection of our accounts receivable were decreases in accounts payable and accruals, also reflecting seasonality, the recognition of deferred revenues related to the release ofGrand Theft Auto IV: The Lost and Damned downloadable episode and payments for software development costs and licenses. Prepaid expenses and other assets decreased in the 2008 period, mainly as a result of a $19.5 million income tax refund received.

Cash used for investing activities in 2009 consisted of purchases of computer equipment and software which did not significantly increase for the six months ended April 30, 2009 compared to the prior period.

Cash provided by financing activities in 2009 decreased compared to the same period in 2008 reflecting the decrease in the exercise of stock options in 2009 as compared to the same period in 2008 as a result of the lower stock prices in 2009.

Cash and cash equivalents were negatively impacted by $1.9 million in 2009 as a result of foreign currency exchange movements primarily due to the impact of the weakening European currencies against the United States dollar.

Off-Balance Sheet Arrangements

As of April 30, 2009 and October 31, 2008, we did not have any relationships with unconsolidated entities or financial parties, such as entities often referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we do not have any off-balance sheet arrangements and are not exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

Fluctuations in Quarterly Operating Results and Seasonality

We have experienced fluctuations in quarterly operating results as a result of the timing of the introduction of new titles; variations in sales of titles developed for particular platforms; market acceptance of our titles; development and promotional expenses relating to the introduction of new titles; sequels or enhancements of existing titles; projected and actual changes in platforms; the timing and success of title introductions by our competitors; product returns; changes in pricing policies by us and our competitors; the accuracy of retailers' forecasts of consumer demand; the size and timing of acquisitions; the timing of orders from major customers; and order cancellations and delays in product shipment. Sales of our titles are also seasonal, with peak shipments typically occurring in the fourth calendar quarter (our fourth and first fiscal quarters) as a result of increased demand for titles during the holiday season. Quarterly comparisons of operating results are not necessarily indicative of future operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to market risks in the ordinary course of our business, primarily risks associated with interest rate and foreign currency fluctuations.

Historically, fluctuations in interest rates have not had a significant impact on our operating results. Under our Credit Agreement, outstanding balances bear interest at our election of (a) 2.00% to 2.50% above a certain base rate with a minimum 6.00% base rate (8.00% at April 30, 2009), or (b) 3.25% to

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3.75% above the LIBOR rate with a minimum 4.00% LIBOR Rate (7.25% at April 30, 2009), with the margin rate subject to the achievement of certain average liquidity levels. Changes in market rates may impact our future interest expense. For instance, if the borrowing rate on our line of credit were to increase one percentage point (1.0%), our expected annual interest expense would change by approximately $0.7 million based on our outstanding loan balance as of April 30, 2009. A decrease in the LIBOR rate would not have any impact on interest expense because of the 4.00% minimum LIBOR rate prescribed under our Credit Agreement.

We transact business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. Accounts relating to foreign operations are translated into United States dollars using prevailing exchange rates at the relevant quarter end. Translation adjustments are included as a separate component of stockholders' equity. For the six months ended April 30, 2009, our foreign currency translation adjustment loss was approximately $11.7 million. The foreign exchange transaction gain recognized in interest and other income in our statement of operations for the six months ended April 30, 2009 and 2008 was $3.8 million and $0.6 million, respectively.

We use forward foreign exchange contracts as cash flow hedges to offset risks related to foreign currency transactions. These transactions primarily relate to non-functional currency denominated inter-company funding loans, non-functional currency denominated accounts receivable and non-functional currency denominated accounts payable. We do not enter into derivative financial instruments for trading purposes.

For the six months ended April 30, 2009, 29.1% of the Company's revenue was generated outside the United States. Using sensitivity analysis, a hypothetical 10% increase in the value of the U.S. dollar against all currencies would decrease revenues by 2.9%, while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenues by 2.9%. In the opinion of management, a substantial portion of this fluctuation would be offset by cost of goods sold and expenses incurred in local currency.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of 2009, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Various lawsuits, claims, proceedings and investigations are pending involving us and certain of our subsidiaries. Depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our business, financial condition, results of operations or cash flows. Except as noted below, there were no new material legal proceedings or material developments to the pending legal proceedings that have been previously reported in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2008. In addition to the matters reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008, we are, or may become, involved in routine litigation in the ordinary course of business which we do not believe to be material to our business, financial condition, results of operations or cash flows.

Derivative Action—Option Backdating. In July and August 2006, shareholders Richard Lasky and Raeda Karadsheh filed purported derivative actions in the U.S. District Court for the Southern District of New York against us, as nominal defendant, and certain of our directors and certain former officers and directors. These actions were consolidated in November 2006 and the plaintiffs filed a consolidated complaint in January 2007, which focused exclusively on our historical stock option granting practices, alleging violations of federal and state law, including breaches of fiduciary duties, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The complaints sought unspecified damages against all of the individual defendants, reimbursement from certain of the defendants of bonuses or other incentive or equity-based compensation paid to them, equitable and other relief relating to the proceeds from certain of the defendants' alleged improper trading activity in our stock, adoption of certain corporate governance proposals and recovery of litigation costs. These matters were referred to the Special Litigation Committee, which moved to dismiss certain parties from the litigation and to have any claims against the remaining parties be assigned to us for disposition by our management and Board of Directors. On April 21, 2009, the Court granted the Special Litigation Committee's motion in it entirety, dismissing all claims against all named defendants except Ryan A. Brant, James David, Larry Muller, and Kelly G. Sumner, and assigning those remaining claims to the Company as the sole party plaintiff.

Stockholder Action. In March 2008, Patrick Solomon, a stockholder, filed a purported class action complaint in the Court of Chancery of the State of Delaware (the "Delaware Court") against us and certain of our officers and directors. On December 19, 2008, the plaintiff filed a supplement to his complaint. The supplement repeats his prior allegations and also alleges the stockholder vote on the amendment of the Company's Incentive Stock Plan and the amendment to the management agreement with ZelnickMedia and the grant of stock thereunder was invalid. On February 17, 2009, the Company filed its motion to dismiss all claims in both pleadings. On March 4, 2009, the plaintiff filed a motion to file a second supplement to his complaint. The second supplement contains additional allegations of breaches of fiduciary duties by the directors, and misleading and incomplete disclosure with respect to the proxy statement for the 2009 annual meeting of stockholders. The second supplement also sought to enjoin the vote on the 2009 Stock Incentive Plan at the 2009 annual meeting of stockholders and a declaration that such Plan is invalid and void. On April 3, 2009, we entered into a settlement in principle of the complaint and the two supplements to the complaint, subject to approval by the Delaware Court. The settlement provides, among other things, for additional disclosure which was contained in a supplement to the proxy statement for our 2009 annual meeting of stockholders. The settlement does not provide for a payment of monetary damages to the plaintiff or the purported class. We intend to oppose an application by the plaintiff's counsel for fees and expenses and expect that any award of fees or expenses will be covered by existing insurance policies. Although we continue to believe that the claims in the complaint and the two supplements are wholly without merit, we entered into the settlement arrangement solely to save the time and expense of continued litigation.

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Grand Jury Subpoenas. In 2006, we received grand jury subpoenas issued by the District Attorney of the County of New York requesting production of documents covering various periods beginning on January 1, 1997, including those relating to, among other things, the so-called "Hot Coffee" scenes inGrand Theft Auto: San Andreas and options backdating. On April 1, 2009, we announced that the Company had entered into a settlement agreement with the New York County District Attorney. As part of the settlement agreement with the District Attorney, the Company acknowledged that certain of its former directors and officers engaged in certain illegal behaviors related to the historical granting of stock options, and the District Attorney agreed not to prosecute the Company or its corporate subsidiaries for conduct related thereto. In addition, we agreed to pay $0.3 million to the District Attorney for reimbursement of costs related to the District Attorney's investigation, to undergo a review of our corporate governance structure by external legal counsel, and to hire an administrator for our stock plan.

SEC Investigation. In July 2006, we received notice from the SEC that it was conducting an informal non-public investigation of certain stock option grants made from January 1997 to 2006 and in April 2007 we received notice from the SEC that it was conducting a formal investigation of such stock option grants. In August 2007, we received a "Wells" notice from the Staff of the Division of Enforcement of the SEC informing us of its intention to request authority to file charges, and to seek a civil monetary penalty in connection with its investigation. We submitted a response to the Staff's notice in September 2007, urging that no charges should be brought against us. We continued to cooperate with the Staff's inquiries thereafter. On April 1, 2009, we announced that the Company had entered into a settlement agreement with the SEC pursuant to which and without admitting or denying the SEC allegations, we agreed to pay a civil penalty of $3.0 million and stipulated to an injunction against future violations of certain provisions of the federal securities laws. The settlement was approved by the United States District Court for the Southern District of New York on April 2, 2009.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2008 other than the following.

We may be required to record a significant charge to earnings if our goodwill becomes impaired.

We are required under generally accepted accounting principles to review our goodwill for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in circumstances, indicating a requirement to reevaluate whether our goodwill continues to be recoverable, include a significant decline in stock price and market capitalization, slower growth rates in our industry or other materially adverse events. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill is determined. This may adversely impact our results of operations.

Increased sales of used video game products could lower our sales.

Certain of our larger customers sell used video games, which are generally priced lower than new video games. If our customers continue to increase their sales of used video games, it could negatively affect our sales of new video games and have an adverse impact on our results of operations.

We rely on a primary distribution service provider for a significant portion of our products and the failure of this service provider to perform as expected could harm our results of operations.

We sell our products to our customers in the United States primarily through a distribution service provider, Ditan Distribution, LLC. Ditan provides shipping, receiving, warehouse management and

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related functions. If Ditan does not perform these services in a satisfactory manner, or if we desire or are required to replace Ditan as our primary distributor and are unable to do so, our sales and results of operations could suffer.

Item 4. Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was held on Thursday, April 23, 2009, in New York, New York, at which the following matters were submitted to a vote of the stockholders:

(a): Votes regarding the election of the persons named below as Directors for a term expiring at the 2010 annual meeting of stockholders in 2010 were as follows:



Ben Feder	62,501,784	5,138,436
Strauss Zelnick	62,330,399	6,309,821
Robert A. Bowman	63,589,267	5,041,953
Grover C. Brown	63,708,128	4,932,092
Michael Dornemann	62,145,038	6,495,182
John F. Levy	62,942,951	5,697,269
J Moses	62,119,290	6,520,930
Michael Sheresky	62,115,821	6,524,399

(b): Votes regarding the approval of the adoption of the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan were as follows:

For		Against		Abstain		Broker Non-Votes

46,707,426		13,813,751		14,124		8,104,919

(c): Votes regarding the approval of an amendment to the Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock from 100 million to 150 million were as follows:

For		Against		Abstain		Broker Non-Votes

63,549,915		5,064,827		31,478		0

(d): Votes regarding ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending October 31, 2009, were as follows:

For		Against		Abstain		Broker Non-Votes

68,225,603		369,069		45,548		0

(e): Votes regarding the approval of a shareholder proposal concerning executive compensation were as follows:

For		Against		Abstain		Broker Non-Votes

2,404,065		62,413,666		5,717,571		8,104,919

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Item 6. Exhibits

Exhibits:

	10.1		Amendment to Xbox 360 Publisher License Agreement, between Microsoft Licensing, GP and the Company*
	10.2		Form of Employee Restricted Stock Agreement
	10.3		Form of Non-Employee Director Restricted Stock Agreement
	10.4		Employment Agreement Dated March 16, 2009 between Registrant and Manuel Sousa
	31.1		Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2		Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*: Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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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 thereunto duly authorized.


	TAKE-TWO INTERACTIVE SOFTWARE, INC. (Registrant)
Date: June 5, 2009	By:	/s/ BEN FEDER Ben Feder Chief Executive Officer (Principal Executive Officer)

Date: June 5, 2009	By:	/s/ LAINIE GOLDSTEIN Lainie Goldstein Chief Financial and Accounting Officer (Principal Financial Officer)

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