UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 8, 2011

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code  (646) 536-2842

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02               Results of Operations and Financial Condition

On November 8, 2011, Take-Two Interactive Software, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the second fiscal quarter ended September 30, 2011.  A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

The information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.  In addition, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits:

99.1           Press Release dated November 8, 2011 relating to Take-Two Interactive Software, Inc.’s financial results for its second fiscal quarter ended September 30, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Take-Two Interactive Software, Inc. Reports Financial Results for Second Quarter Fiscal 2012

Net Revenue was $107.0 Million

Non-GAAP Net Loss Per Share was $0.47

Company Reiterates Financial Outlook for Fiscal Year 2012

New York, NY – November 8, 2011 – Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today reported better-than-expected results for the second quarter of its fiscal year 2012, ended September 30, 2011.  In addition, the Company reiterated its financial outlook for the fiscal year 2012, ending March 31, 2012, and provided its initial financial outlook for the third quarter ending December 31, 2011.

For the second quarter of fiscal 2012, net revenue was $107.0 million, as compared to $245.0 million for the second quarter of fiscal 2011, which had benefited from the releases of Mafia II and Sid Meier’s Civilization V, and the post-launch performance of Red Dead Redemption.  GAAP loss from continuing operations was $47.3 million, or $0.57 per share, for the second quarter of fiscal 2012, as compared to GAAP income from continuing operations of $8.0 million, or $0.09 per diluted share, for the year-ago period.  Non-GAAP net loss was $39.4 million, or $0.47 per share, as compared to Non-GAAP net income of $18.4 million, or $0.20 per diluted share, for the year-ago period.

The strongest contributors to net revenue in the second quarter this year were catalog titles and digitally delivered content.  Catalog sales were led by the Grand Theft Auto franchise, Red Dead Redemption, Borderlands, Sid Meier’s Civilization V, Midnight Club Los Angeles, and NBA® 2K11.  New title sales were led by L.A. Noire, MLB® 2K11, and Nicktoons MLB.  Digitally delivered content accounted for 25% of net revenue, driven by offerings for the Grand Theft Auto franchise, Borderlands, Red Dead Redemption and the Sid Meier’s Civilization franchise.

For the six-month period ended September 30, 2011, net revenue was $441.4 million, as compared to $620.4 million for the year-ago period.  GAAP loss from continuing operations was $55.9 million, or $0.68 per share, as compared to GAAP income from continuing operations of $35.4 million, or $0.41 per diluted share, for the year-ago period.  Non-GAAP net loss was $37.4 million, or $0.45 per share, as compared to Non-GAAP net income $59.3 million, or $0.64 per diluted share, for the year-ago period.

Management Comments

“Our second quarter results exceeded expectations, driven by strong demand for the Company’s catalog offerings and digitally delivered add-on content that deepens the consumer experience,” said Strauss Zelnick, Chairman and CEO of Take-Two.  “The second half of the year is off to a solid start with the launch of NBA 2K12, which received the highest ratings in the history of our industry-leading basketball series.  We expect to build upon this momentum through the balance of this year with groundbreaking new releases from our portfolio of hit franchises, including Max Payne 3 from Rockstar Games and The Darkness II from 2K Games, and a broad array of other offerings that promise to delight audiences worldwide — whether at home or on the go.

“Looking ahead, Take-Two has the strongest development pipeline in the Company’s history.  At the cornerstone of our stellar lineup is the recently announced next installment of Rockstar Games’ iconic franchise that has sold-in more than 114 million units — Grand Theft Auto V.  The creative team at Rockstar Games continues to set benchmarks for excellence with every new release and we’re confident that consumers’ enthusiasm will be rewarded with a breathtaking entertainment experience that can only be provided by Grand Theft Auto.

“With our diverse lineup of industry-leading franchises and focus on operational excellence, we continue to expect fiscal 2012 to be another profitable year for Take-Two on a Non-GAAP basis and fiscal 2013 to be one of our best years ever, with Non-GAAP net income in excess of $2.00 per diluted share.”

Business and Product Highlights

Since July 1, 2011:

·                  Take-Two Interactive amended its senior secured revolving credit facility on significantly improved terms.  As amended, the credit facility provides for borrowings of up to $100 million, plus an additional $40 million accordion feature, for a period of five-years.  The credit facility may be used to fund working capital, letters of credit and for other general corporate purposes.

·                  2K Games launched the Company’s first social game, Sid Meier’s Civilization World, for Facebook. The title was developed by Firaxis Games.

·                  2K Games announced that Borderlands 2, the next installment in the franchise that has sold-in over 5 million units worldwide, is currently in development with Gearbox Software and expected to launch in fiscal year 2013.

·                  Rockstar Games announced that Max Payne 3 is planned for release in March 2012.

·                  2K Games released the Sid Meier’s Civilization V: Game of the Year Edition for PC, featuring the standalone title and all previously released downloadable content. The strategy franchise has sold-in nearly 11 million units worldwide.

·                  2K Sports released NBA 2K12 to critical acclaim and the highest review scores in the history of the franchise (91 — Metacritic).  The game will be supported with the Legends Showcase downloadable content during the 2011 holiday season.  The label also released NBA 2K12 for the iPhone, iPod touch and iPad.

·                  Rockstar Games released the Red Dead Redemption: Game of the Year Edition, featuring the standalone title and all previously released add-on content.  The Red Dead franchise has sold-in over 13 million units worldwide.

·                  Rockstar Games announced that it plans to release a special edition of Grand Theft Auto III for mobile phones and tablets running iOS and Android during the fall in celebration of the game’s 10th anniversary.

·                  Rockstar Games announced that Grand Theft Auto V, the next installment in the interactive entertainment industry’s most iconic and critically acclaimed franchise, is currently in full development.

·                  2K Sports announced that Justin Verlander, the Detroit Tigers pitcher who was selected as the Players Choice Award winner for Player of the Year and American League Outstanding Pitcher, will be the cover athlete for Major League Baseball 2K12 when it launches in March 2012.

·                  Rockstar Games released L.A. Noire: The Complete Edition for the PC, featuring all previously released downloadable content.  This special edition is also planned for release on the Xbox 360 and PlayStation 3 on November 15, 2011 in North America and November 18, 2011 internationally.  L.A. Noire has sold-in more than 4 million units worldwide since its launch.

·                  2K Games now expects to release XCOM during fiscal 2013.

Financial Outlook for Fiscal 2012

Take-Two is reiterating its financial outlook for the fiscal year ending March 31, 2012 as set forth below.   This outlook reflects the Company’s better-than-expected second quarter results and strong outlook for the second half of the year, balanced against the change in the expected release date for XCOM from fiscal 2012 to fiscal 2013.  In addition, the Company is providing its initial financial outlook for the third quarter ending December 31, 2011:

(a)          The Company’s stock-based compensation expense for the periods above includes the cost of approximately 3.7 million shares issued to ZelnickMedia that are subject to variable accounting.  Actual expense to be recorded in connection with these shares is dependent upon several factors, including future changes in Take-Two’s stock price.

Key assumptions and dependencies underlying the Company’s guidance include continued consumer acceptance of current generation video game and computer entertainment systems; the ability to develop and publish products that capture market share for these systems; the timely delivery of the titles detailed in this release; and stable foreign exchange rates.  See also “Cautionary Note Regarding Forward Looking Statements” below.

Product Releases

The following titles were released since July 1, 2011:

*North American release date; international release date three days after.

Take-Two’s lineup of future titles announced to date includes:

*North American release date; international release follows three days after.

Conference Call

Take-Two will host a conference call today at 4:30 p.m. Eastern Time to review these results and discuss other topics.  The call can be accessed by dialing (877) 407-0984 or (201) 689-8577.  A live listen-only webcast of the call will be available by visiting http://ir.take2games.com and a replay will be available following the call at the same location.

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses Non-GAAP measures of financial performance that exclude certain non-recurring or non-cash items.  Non-GAAP gross profit, income (loss) from operations, net income (loss), and earnings (loss) per share are measures that exclude certain non-recurring or non-cash items and should be considered in addition to results prepared in accordance with GAAP.  They are not intended to be considered in isolation from, as a substitute for, or superior to, GAAP results.  These Non-GAAP financial measures may be different from similarly titled measures used by other companies.

The Company believes that these Non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, are important in gaining an understanding of the Company’s ongoing business. These Non-GAAP financial measures also provide for comparative results from period to period.  Therefore, the Company believes it is appropriate to exclude certain items as follows:

·                  Stock-based compensation — the Company does not consider stock-based compensation charges when evaluating business performance and management does not contemplate stock-based compensation expense in its short- and long-term operating plans.  As a result, the Company has excluded such expenses from its Non-GAAP financial measures.

·                  Business reorganization, restructuring and related expenses — the Company does not engage in reorganization activities on a regular basis and therefore believes it is appropriate to exclude business reorganization, restructuring and related expenses from its Non-GAAP financial measures.

·                  Income (loss) from discontinued operations — the Company does not engage in sales of subsidiaries on a regular basis and therefore believes it is appropriate to exclude such gains (losses) from its Non-GAAP financial measures. As the Company is no longer active in its discontinued operations, it believes it is appropriate to exclude income (losses) thereon from its Non-GAAP financial measures.

·                  Professional fees and expenses associated with unusual legal and other matters — the Company has incurred expenses for professional fees and has accrued for legal settlements that are outside its ordinary course of business. As a result, the Company has excluded such expenses from its Non-GAAP financial measures.

·                  Non-cash interest expense related to convertible debt — The Company records non-cash interest expense on its convertible notes in addition to the interest expense already recorded for coupon payments. The Company excludes the non-cash portion of the interest expense from its Non-GAAP financial measures because these amounts are unrelated to its ongoing business operations.

·                  Non-cash tax expense for the impact of deferred tax liabilities associated with tax deductible amortization of goodwill — due to the nature of the adjustment as well as the expectation that it will

not have any cash impact in the foreseeable future, the Company believes it is appropriate to exclude this expense from its Non-GAAP financial measures.

About Take-Two Interactive Software

Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, marketer and publisher of interactive entertainment for consumers around the globe.  The Company develops and publishes products through its two wholly-owned labels Rockstar Games and 2K, which publishes its titles under the 2K Games, 2K Sports and 2K Play brands.  Our products are designed for console systems, handheld gaming systems and personal computers, including smartphones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services.  The Company’s common stock is publicly traded on NASDAQ under the symbol TTWO. For more corporate and product information please visit our website at http://www.take2games.com.

All trademarks and copyrights contained herein are the property of their respective holders.

Cautionary Note Regarding 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: our dependence on key management and product development personnel, our dependence on our Grand Theft Auto products and our ability to develop other hit titles for current generation platforms, the timely release and significant market acceptance of our games, the ability to maintain acceptable pricing levels on our games, our ability to raise capital if needed and risks associated with international operations. Other important factors and information are contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011, in the section entitled “Risk Factors,” and the Company’s other periodic filings with the SEC, which can be accessed at www.take2games.com. 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.

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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

RECONCILIATION OF GAAP TO Non-GAAP MEASURES (Unaudited)

(in thousands, except per share amounts)

(1) For the three and six months ended September 30, 2010, Non-GAAP diluted EPS has been calculated using the “if-converted” method as a result of the Convertible Senior Notes (“Convertible Notes”) issued in June 2009. Non-GAAP net income used for computing Non-GAAP diluted EPS has been adjusted by $1,679 and $3,326, respectively. The shares used for computing includes 12,927 shares related to the potential dilution from the Convertible Notes.

(2) For the three and six months ended September 30, 2010, the diluted shares used in the computation of GAAP and Non-GAAP EPS include participating shares of 5,786 and 5,968, respectively.