Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)

The following documents are filed as part of this Report:

(i)

Financial Statements. See Index to Financial Statements on page 65 of this Report.

(ii)

Financial Statement Schedule. See Note 17 to the Consolidated Financial Statements.

(iii)

Index to Exhibits:


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form		Filing Date		Exhibit	Filed Herewith
3.1	Restated Certificate of Incorporation		10-K		2/12/2004	3.1
3.1.1	Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 1998		10-K		2/12/2004	3.1.2
3.1.2	Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 2003		10-K		2/12/2004	3.1.3
3.1.3	Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 2009.		8-K		4/23/2009	3.1
3.1.4	Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 2012		8-K		8/24/2012	3.1
3.2	Certificate of Designation of Series A Preferred Stock, dated March 11, 1998		10-K		2/12/2004	3.1.1
3.3	Certificate of Designation of Series B Preferred Stock, dated March 24, 2008		8-K		3/26/2008	3.2
3.4	Amended and Restated Bylaws of the Company		8-K		2/24/2010	3.1
3.5	Amendment to Amended and Restated Bylaws of the Company		8-K		11/18/2010	3(ii)
3.6	Amended and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of December 2, 2014.		8-K		12/5/2014	3.1
4.1	Indenture, dated as of November 16, 2011, by and between the Company and The Bank of New York Mellon, as Trustee, relating to 1.75% Convertible Notes		8-K		11/18/2011	4.1
4.2	Form of 1.75% Convertible Note (included in Exhibit 4.1)		8-K		11/18/2011	4.1
4.3	Indenture, dated as of June 18, 2013, by and between the Company and The Bank of New York Mellon, as Trustee		8-K		6/18/2013	4.1


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form		Filing Date		Exhibit	Filed Herewith
4.4	Supplemental Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee, to Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee		8-K		6/18/2013	4.2
4.5	Form of Global Note (included in Exhibit 4.4)		8-K		6/18/2013	4.2
10.1	Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+		8-K		3/7/2008	10.1
10.2	Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan+		14A		7/29/2013	Annex A
10.3	Form of Employee Restricted Stock Agreement+		10-Q		6/5/2009	10.2
10.4	Form of Non-Employee Director Restricted Stock Agreement+		10-Q		6/5/2009	10.3
10.5	Form of Employee Restricted Unit Agreement+		10-Q		8/1/2012	10.1
10.6	Form of Employee Restricted Unit Agreement+		10-Q		10/30/2013	10.1
10.7	Form of Employee Restricted Unit Agreement+		10-Q		10/30/2013	10.2
10.8	Form of Employee Restricted Unit Agreement+		10-Q		10/30/2013	10.3
10.9	Form of Employee Restricted Unit Agreement+		10-Q		10/30/2013	10.4
10.10	Form of Employee Restricted Unit Agreement+		10-Q		10/30/2013	10.5
10.11	Employment Agreement, dated June 4, 2010, between the Company and Seth Krauss+		10-Q		6/9/2010	10.2
10.12	Amendment to Employment Agreement, dated October 25, 2010, between the Company and Seth Krauss+		8-K		10/25/2010	10.2
10.13	Second Amendment to Employment Agreement, dated September 14, 2012, between the Company and Seth Krauss+		10-Q		10/31/2012	10.3
10.14	Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+		8-K		5/14/2010	10.1


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form		Filing Date		Exhibit	Filed Herewith
10.15	Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+		8-K		10/25/2010	10.1
10.16	Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+		10-Q		10/31/2012	10.6
10.17	Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+		8-K		2/15/2008	10.3
10.18	Management Agreement between the Company and ZelnickMedia Corporation dated March 30, 2007+		8-K		4/4/2007	99.1
10.19	Amendment dated July 26, 2007 to the Management Agreement dated March 30, 2007 between the Company and ZelnickMedia Corporation+		8-K		7/27/2007	99.1
10.20	Second Amendment, dated February 14, 2008, to the Management Agreement dated March 30, 2007 between the Company and ZelnickMedia Corporation+		8-K		2/15/2008	10.1
10.21	Management Agreement, dated as of May 20, 2011, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+		8-K		5/24/2011	10.1
10.22	Amendment to Non-Qualified Stock Option Agreement with ZelnickMedia Corporation, dated as of November 18, 2013+		8-K		11/18/2013	10.1
10.23	Management Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia Corporation.+		8-K		3/10/2014	10.1
10.24	Security Agreement dated as of July 3, 2007, made by each of the Grantors listed on the signature pages thereof and Wells Fargo Foothill, Inc. in its capacity as administrative agent for the Lender Group and the Bank Product Providers		8-K		7/9/2007	10.2
10.25	Supplement to Security Agreement dated as of November 16, 2007, made by each of the grantors listed on the signature pages thereof and Wells Fargo Foothill, Inc. in its capacity as administrative agent for the Lender Group and the Bank Product Providers		8-K		11/20/2007	99.2


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form		Filing Date		Exhibit	Filed Herewith
10.26	Second Amended and Restated Credit Agreement, dated as of October 17, 2011, by and among the Company, each of its Subsidiaries identified on the signature pages thereto as Borrowers, each of its Subsidiaries identified on the signature pages thereto as Guarantors, the lender parties thereto, and Wells Fargo Capital Finance, Inc., as administrative agent		8-K		10/17/2011	10.1
10.27	First Amendment to Second Amended and Restated Credit Agreement, dated June 12, 2013		10-K		5/14/2014	10.27
10.28	Second Amendment to Second Amended and Restated Credit Agreement, dated April 28, 2014		10-K		5/14/2014	10.28
10.29	Xbox 360 Publisher License Agreement dated November 17, 2006, between Microsoft Licensing, GP and the Company*		10-Q		11/8/2011	10.3
10.30	Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company*		10-Q		6/5/2009	10.1
10.31	Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP*		10-Q		2/3/2012	10.1
10.32	Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP*		10-Q		2/6/2013	10.2
10.33	Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP.*		10-Q		2/4/2014	10.2
10.34	Xbox One Publisher License Agreement dated October 31, 2013, between Microsoft Licensing, GP and the Company*		10-Q		2/4/2014	10.1
10.35	Global Playstation 3 Format Licensed Publisher Agreement, dated May 18, 2010, between Take-Two International S.A. and Sony Computer Entertainment Europe Limited*		10-Q		11/8/2011	10.2


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form		Filing Date		Exhibit	Filed Herewith
10.36	Global Playstation 3 Format Licensed Publisher Agreement, dated May 20, 2010, between the Company and Sony Computer Entertainment America LLC*		10-Q		11/8/2011	10.1
10.37	Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 2002		10-Q		9/16/2002	10.2
10.38	Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc.		10-K		5/23/2012	10.45
10.39	Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc.		10-K		5/14/2014	10.39
10.40	Purchase Agreement, dated November 26, 2013, by and among the Company and the Icahn Group.		8-K		11/27/2014	10.1
10.41	Amendment to the Xbox One Publisher License Agreement, dated May 7, 2014, between Microsoft Licensing, GP and the Company*		10-Q		8/6/2014	10.1
10.42	Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company*		10-Q		10/30/2014	10.1
10.43	Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 23, 2014		14A		7/28/2014	Annex A
10.44	Third Amendment to Second Amended and Restated Credit Agreement, dated August 18, 2014, by and among the Company, each of its Subsidiaries identified on the signature pages thereto as Borrowers, each of its Subsidiaries identified on the signature pages thereto as Guarantors, the lender parties thereto, and Wells Fargo Capital Finance, llc, as arranger and administrative agent		8-K		8/21/2014	10.1
10.45	Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson		10-Q		2/6/2015	10.1
10.46	Amendment to the Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of December 2, 2014		10-Q		2/6/2015	10.1


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form		Filing Date		Exhibit	Filed Herewith
10.47	Amendment to the Performance Based Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of December 2, 2014		10-Q		2/6/2015	10.1
10.48	Second Amendment to the Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of April 24, 2015		S-3ASR		5/20/2015	10.5
10.49	Second Amendment to the Performance Based Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of April 24, 2015		S-3ASR		5/20/2015	10.6
10.50	Restricted Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia Corporation		S-3ASR		5/20/2015	10.2
21.1	Subsidiaries of the Company						X
23.1	Consent of Ernst & Young LLP						X
31.1	Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002						X
31.2	Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002						X
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						X
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						X
101.INS	XBRL Instance Document.						X
101.SCH	XBRL Taxonomy Extension Schema Document.						X
101.CAL	XBRL Taxonomy Calculation Linkbase Document.						X
101.LAB	XBRL Taxonomy Label Linkbase Document.						X


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date	Exhibit	Filed Herewith
101.PRE	XBRL Taxonomy Presentation Linkbase Document.				X
101.DEF	XBRL Taxonomy Extension Definition Document.				X

Represents a management contract or compensatory plan or arrangement.

Portions thereof were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment that was granted in accordance with Exchange Act Rule 24b-2.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2015 and 2014, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2015, 2014 and 2013, (iii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2015, 2014 and 2013, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2015, 2014 and 2013, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2015, 2014 and 2013; and (vi) Notes to the Consolidated Financial Statements.

** TAKE-TWO INTERACTIVE SOFTWARE, INC. FISCAL YEAR ENDED MARCH 31, 2015**

INDEX TO FINANCIAL STATEMENTS


		Page
Reports of Independent Registered Public Accounting Firm		66
Consolidated Balance Sheets—At March 31, 2015 and 2014		68
Consolidated Statements of Operations—For the fiscal years ended March 31, 2015, 2014 and 2013		69
Consolidated Statements of Comprehensive Income (Loss)—For the fiscal years ended March 31, 2015, 2014 and 2013		70
Consolidated Statements of Cash Flows—For the fiscal years ended March 31, 2015, 2014 and 2013		71
Consolidated Statements of Stockholders' Equity—For the fiscal years ended March 31, 2015, 2014 and 2013		72
Notes to the Consolidated Financial Statements		73

(All other items in this report are inapplicable)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Take-Two Interactive Software, Inc.

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. as of March 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended March 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Take-Two Interactive Software, Inc. at March 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2015, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Take-Two Interactive Software, Inc.'s internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 21, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York

May 21, 2015

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM **

The Board of Directors and Stockholders of Take-Two Interactive Software, Inc.

We have audited Take-Two Interactive Software, Inc.'s internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Take-Two Interactive Software, Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Take-Two Interactive Software, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Take-Two Interactive Software, Inc. as of March 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended March 31, 2015 of Take-Two Interactive Software, Inc. and our report dated May 21, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York

May 21, 2015

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


	March 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	911,120		$	935,400
Short-term investments		186,929			—
Restricted cash		169,678			193,839
Accounts receivable, net of allowances of $70,471 and $75,518 at March 31, 2015 and 2014, respectively		217,860			53,143
Inventory		20,051			29,780
Software development costs and licenses		163,385			116,203
Deferred cost of goods sold		56,779			5,002
Prepaid expenses and other		55,506			66,073

Total current assets		1,781,308			1,399,440

Fixed assets, net		69,792			42,572
Software development costs and licenses, net of current portion		124,329			109,506
Deferred cost of goods sold, net of current portion		19,869			858
Goodwill		217,288			226,705
Other intangibles, net		4,769			5,113
Other assets		13,745			15,436

Total assets	$	2,231,100		$	1,799,630



LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	38,789		$	16,452
Accrued expenses and other current liabilities		444,738			397,173
Deferred revenue		482,733			61,195

Total current liabilities		966,260			474,820

Long-term debt		476,057			454,031
Non-current deferred revenue		164,618			18,128
Other long-term liabilities		61,077			50,845

Total liabilities		1,668,012			997,824

Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 5,000 shares authorized		—			—
Common stock, $.01 par value, 200,000 shares authorized; 104,594 and 105,156 shares issued and 88,356 and 88,918 outstanding at March 31, 2015 and 2014, respectively		1,046			1,052
Additional paid-in capital		1,028,197			954,699
Treasury stock, at cost (16,238 common shares at March 31, 2015 and 2014)		(276,836	)		(276,836	)
(Accumulated deficit) Retained earnings		(158,695	)		120,775
Accumulated other comprehensive (loss) income		(30,624	)		2,116

Total stockholders' equity		563,088			801,806

Total liabilities and stockholders' equity	$	2,231,100		$	1,799,630

See accompanying Notes.

** TAKE-TWO INTERACTIVE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)**


	Fiscal Year Ended March 31,
	2015			2014			2013
Net revenue	$	1,082,938		$	2,350,568		$	1,214,483
Cost of goods sold		794,867			1,414,327			715,837

Gross profit		288,071			936,241			498,646
Selling and marketing		235,341			240,996			257,329
General and administrative		175,093			161,374			147,260
Research and development		115,043			105,256			78,184
Depreciation and amortization		21,057			13,359			10,634

Total operating expenses		546,534			520,985			493,407

Income (loss) from operations		(258,463	)		415,256			5,239
Interest and other, net		(31,893	)		(33,553	)		(31,351	)
Gain on long-term investments, net		17,476			—			—
Loss on extinguishment of debt		—			(9,014	)		—
Gain on convertible note hedge and warrants, net		—			3,461			—

Income (loss) from continuing operations before income taxes		(272,880	)		376,150			(26,112	)

Provision for income taxes		6,590			14,459			5,050

Income (loss) from continuing operations		(279,470	)		361,691			(31,162	)
Income (loss) from discontinued operations, net of taxes		—			(86	)		1,671

Net income (loss)	$	(279,470	)	$	361,605		$	(29,491	)



Earnings (loss) per share:
Continuing operations	$	(3.48	)	$	3.79		$	(0.36	)
Discontinued operations		—			—			0.02

Basic earnings (loss) per share	$	(3.48	)	$	3.79		$	(0.34	)



Continuing operations	$	(3.48	)	$	3.20		$	(0.36	)
Discontinued operations		—			—			0.02

Diluted earnings (loss) per share	$	(3.48	)	$	3.20		$	(0.34	)

See accompanying Notes.

** TAKE-TWO INTERACTIVE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands)**


	Twelve Months Ended March 31,
	2015			2014		2013
Net income (loss)	$	(279,470	)	$	361,605	$	(29,491	)
Other comprehensive (loss) income:
Foreign currency translation adjustment		(32,747	)		6,447		(11,590	)
Change in unrealized gains on cash flow hedges, net of taxes		32			241		285
Unrealized gains and (losses) on available-for-sale securities, net of taxes		(25	)		—		—

Other comprehensive (loss) income		(32,740	)		6,688		(11,305	)

Comprehensive income (loss)	$	(312,210	)	$	368,293	$	(40,796	)

See accompanying Notes.

** TAKE-TWO INTERACTIVE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)**


	Fiscal Year Ended March 31,
	2015			2014			2013
Operating activities:
Net income (loss)	$	(279,470	)	$	361,605		$	(29,491	)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and impairment of software development costs and licenses		133,453			265,533			230,748
Depreciation and amortization		21,057			13,359			10,634
Loss (income) from discontinued operations		—			86			(1,671	)
Amortization and impairment of intellectual property		344			3,558			7,000
Stock-based compensation		65,246			78,118			35,765
Deferred income taxes		2,279			(19,036	)		(841	)
Amortization of discount on Convertible Notes		22,026			22,801			18,862
Amortization of debt issuance costs		1,663			1,947			2,021
Gain on long-term investments, net		(17,476	)		—			—
Loss on extinguishment of debt		—			9,014			—
Gain on convertible note hedge and warrants, net		—			(3,461	)		—
Other, net		2,068			(208	)		778
Changes in assets and liabilities, net of effect from purchases of businesses:
Restricted cash		24,161			(186,350	)		8,975
Accounts receivable		(164,717	)		136,453			(144,561	)
Inventory		9,729			438			(7,741	)
Software development costs and licenses		(188,772	)		(192,357	)		(216,893	)
Prepaid expenses, other current and other non-current assets		5,398			(18,424	)		(14,669	)
Deferred revenue		568,028			34,276			13,055
Deferred cost of goods sold		(70,788	)		—			—
Accounts payable, accrued expenses and other liabilities		78,585			194,228			83,734
Net cash used in discontinued operations		—			(1,318	)		(272	)

Net cash provided by operating activities		212,814			700,262			(4,567	)

Investing activities:
Purchase of fixed assets		(49,501	)		(29,813	)		(16,820	)
Purchases of short-term investments		(187,616	)		—			—
Purchase of long-term investments		(5,000	)		—			—
Cash received from sale of long-term investment		21,976			—			—
Payments in connection with business combinations, net of cash acquired		—			(1,000	)		—

Net cash used in investing activities		(220,141	)		(30,813	)		(16,820	)

Financing activities:
Excess tax benefit from stock-based compensation		928			—			—
Repurchase of common stock		—			(276,836	)		—
Proceeds from issuance of 1.00% Convertible Notes		—			283,188			—
Payment for extinguishment of 4.375% Convertible Notes		—			(165,999	)		—
Proceeds from termination of convertible note hedge transactions		—			84,429			—
Payment for termination of convertible note warrant transactions		—			(55,651	)		—
Payment of debt issuance costs for the issuance of 1.00% Covertible Notes		—			(2,815	)		—

Net cash provided by (used in) financing activities		928			(133,684	)		—

Effects of foreign currency exchange rates on cash and cash equivalents		(17,881	)		(2,867	)		3,610

Net (decrease) increase in cash and cash equivalents		(24,280	)		532,898			(17,777	)
Cash and cash equivalents, beginning of year		935,400			402,502			420,279

Cash and cash equivalents, end of period	$	911,120		$	935,400		$	402,502



Supplemental data:
Interest paid	$	7,657		$	9,095		$	11,230
Income taxes paid	$	9,749		$	10,025		$	4,702

See accompanying Notes.

** TAKE-TWO INTERACTIVE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands)**


																			Accumulated Other Comprehensive Income (Loss)
	Common Stock									Treasury Stock						(Accumulated Deficit) Retained Earnings
	Additional Paid-in Capital			Total Stockholders' Equity
	Shares			Amount			Shares			Amount
Balance, March 31, 2012		90,215		$	902		$	799,431			—		$	—		$	(211,339	)	$	6,733		$	595,727

Net loss																	(29,491	)					(29,491	)
Change in cumulative foreign currency translation adjustment		—			—			—			—			—			—			(11,590	)		(11,590	)
Change in unrealized gains on derivative instruments, net		—			—			—			—			—			—			285			285
Stock-based compensation		—			—			32,664			—			—			—			—			32,664
Issuance of restricted stock, net of forfeitures and cancellations		3,497			35			(35	)		—			—			—			—			—
Issuance of common stock in connection with acquisition		31			—			400			—			—			—			—			400

Balance, March 31, 2013		93,743			937			832,460			—			—			(240,830	)		(4,572	)		587,995

Net income																	361,605						361,605
Change in cumulative foreign currency translation adjustment		—			—			—			—			—			—			6,447			6,447
Change in unrealized gains on derivative instruments, net		—			—			—			—			—			—			241			241
Exercise of stock options		557			6			(6	)		—			—			—			—			—
Stock-based compensation		—			—			80,285			—			—			—			—			80,285
Tax benefit associated with stock awards		—			—			7,416			—			—			—			—			7,416
Issuance of 1.00% Convertible Notes		—			—			35,784			—			—			—			—			35,784
Extinguishment of 4.375% Convertible Notes		3,217			32			(26,480	)		—			—			—			—			(26,448	)
Termination of convertible note hedge transactions		—			—			67,170			—			—			—			—			67,170
Termination of convertible note warrant transactions		—			—			(41,853	)		—			—			—			—			(41,853	)
Issuance of restricted stock, net of forfeitures and cancellations		7,639			77			(77	)		—			—			—			—			—
Repurchased common stock		—			—			—			(16,238	)		(276,836	)		—			—			(276,836	)

Balance, March 31, 2014		105,156			1,052			954,699			(16,238	)		(276,836	)		120,775			2,116			801,806

Net loss																	(279,470	)					(279,470	)
Change in cumulative foreign currency translation adjustment		—			—			—			—			—			—			(32,747	)		(32,747	)
Change in unrealized gains on derivative instruments, net		—			—			—			—			—			—			32			32
Unrealized gains and (losses) on available-for-sale securities, net of taxes		—			—			—			—			—			—			(25	)		(25	)
Stock-based compensation		—			—			72,579			—			—			—			—			72,579
Tax benefit associated with stock awards		—			—			928			—			—			—			—			928
Issuance of restricted stock, net of forfeitures and cancellations		(570	)		(6	)		(108	)		—			—			—			—			(114	)
Issuance of common stock in connection with acquisition		8			—			99			—			—			—			—			99

Balance, March 31, 2015		104,594		$	1,046		$	1,028,197			(16,238	)	$	(276,836	)	$	(158,695	)	$	(30,624	)	$	563,088

See accompanying Notes.

TAKE-TWO INTERACTIVE SOFTWARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (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) was incorporated in the state of Delaware in 1993. We are a leading developer, publisher and marketer of interactive entertainment for consumers around the globe. The Company develops and publishes products through its two wholly-owned labels Rockstar Games and 2K. Our products are designed for console systems, handheld gaming systems and personal computers, including smart phones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services.

**Principles of Consolidation **

The Consolidated Financial Statements include the financial statements of the Company and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation.

**Reclassifications **

Certain amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes.

**Use of Estimates **

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses during the reporting periods. Our most significant estimates and assumptions relate to the recoverability of software development costs and prepaid royalties, licenses and intangibles, valuation of inventories, realization of deferred income taxes, the adequacy of allowances for sales returns, price concessions and doubtful accounts, accrued liabilities, the service period for deferred net revenue and related cost of goods sold, fair value estimates, the valuation of stock-based compensation and assumptions used in our goodwill impairment test. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and the prediction of future trends, and are subject to change from period to period. Actual amounts could differ significantly from these estimates. The Company considers transactions or events that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

**Financial Instruments **

The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, approximate fair value because of their short maturities. We consider all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Our restricted cash balance is primarily related to a dedicated account limited to the payment of certain royalty obligations.

As of March 31, 2015, the estimated fair value of the Company's 1.75% Convertible Notes due 2016 (the "1.75% Convertible Notes") and the Company's 1.00% Convertible Notes due 2018 (the "1.00% Convertible Notes" and together with the 1.75% Convertible Notes, the "Convertible Notes") was $352,250 and $377,804, respectively. The fair value was determined using observable market data for the

Convertible Notes and its embedded option feature. See Note 10 for additional information regarding our Convertible Notes.

We transact business in various foreign currencies and have significant sales and purchase transactions denominated in foreign currencies, subjecting us to foreign currency exchange rate risk. From time to time, we use hedging programs in an effort to mitigate the effect of currency exchange rate movements.

Cash Flow Hedging Activities

We use foreign currency forward contracts to mitigate foreign currency exchange rate risk associated with forecasted transactions involving non-functional currency denominated expenditures. These contracts, which are designated and qualify as cash flow hedges, are accounted for as derivatives whereby the fair value of the contracts is reported as either assets or liabilities on our Consolidated Balance Sheets. The effective portion of gains or losses resulting from changes in the fair value of these hedges is initially reported, net of tax, as a component of accumulated other comprehensive income (loss) in stockholders' equity. The gross amount of the effective portion of gains or losses resulting from changes in the fair value of these hedges is subsequently reclassified into cost of goods sold or research and development expenses, as appropriate, in the period when the forecasted transaction is recognized in our Consolidated Statements of Operations. In the event that the gains or losses in accumulated other comprehensive income (loss) are deemed to be ineffective, the ineffective portion of gains or losses resulting from changes in fair value, if any, is reclassified to interest and other, net, in our Consolidated Statements of Operations. In the event that the underlying forecasted transactions do not occur, or it becomes probable that they will not occur, within the defined hedge period, the gains or losses on the related cash flow hedges are reclassified from accumulated other comprehensive income (loss) to interest and other, net, in our Consolidated Statements of Operations. During the reporting periods presented, all forecasted transactions occurred, and therefore, there were no such gains or losses reclassified into interest and other, net. We do not enter into derivative financial contracts for speculative or trading purposes. We did not have any cash flow hedges outstanding at March 31, 2015 and at March 31, 2014, we had $890 of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars all of which had maturities of less than one year. As of March 31, 2014, the fair value of these outstanding forward contracts was immaterial and is included in prepaid expenses and other. The fair value of these outstanding forward contracts is estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

Balance Sheet Hedging Activities

We use foreign currency forward contracts to mitigate foreign currency exchange rate risk associated with non-functional currency denominated cash balances and inter-company funding loans, non-functional currency denominated accounts receivable and non-functional currency denominated accounts payable. These transactions are not designated as hedging instruments and are accounted for as derivatives whereby the fair value of the contracts is reported as either assets or liabilities on our Consolidated Balance Sheets, and gains and losses resulting from changes in the fair value are reported in interest and other, net, in our Consolidated Statements of Operations. We do not enter into derivative financial contracts for speculative or trading purposes. At March 31, 2015, we had $4,097 of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and $72,488 of forward contracts outstanding to sell foreign currencies in exchange for U.S. dollars all of which have maturities of less than one year. At March 31, 2014, we had $68,520, of forward contracts outstanding to sell foreign currencies in exchange for U.S. dollars all of which have maturities of less than one year. For the fiscal years ended March 31, 2015, 2014 and 2013, we recorded a gain of $18,548, a loss of $18,425 and a gain of $2,163, respectively, related to foreign currency forward contracts in interest and other, net on the Consolidated Statements of Operations. As of March 31, 2015 the fair value of these outstanding forward contracts was a loss of $587 and as of March 31, 2014 was immaterial and is included in prepaid expenses and other. The fair value of

these outstanding forward contracts is estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

**Concentration of Credit Risk and Accounts Receivable **

We maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any single institution, balances often exceed insurable amounts.

If the financial condition and operations of our customers deteriorate, our risk of collection could increase substantially. A majority of our trade receivables are derived from sales to major retailers and distributors. Our five largest customers accounted for 64.6%, 39.4% and 52.5% of net revenue during the fiscal years ended March 31, 2015, 2014 and 2013, respectively. One customer accounted for 21.0%, 18.4% and 23.8% of net revenue during the fiscal years ended March 31, 2015, 2014 and 2013, respectively. Three additional customers individually accounted for 13.3%, 11.7% and 10.4% of net revenue during the fiscal year ended March 31, 2015. As of March 31, 2015 and 2014, five customers accounted for 63.9% and 68.3% of our gross accounts receivable, respectively. Customers that individually accounted for more than 10% of our gross accounts receivable balance comprised 54.5% and 59.8% of such balances at March 31, 2015 and 2014, respectively. We had three customers who accounted for approximately 18.5%, 18.4% and 17.6% of our gross accounts receivable as of March 31, 2015 and three customers who accounted for 22.6%, 22.3% and 14.9% of our gross accounts receivable as of March 31, 2014. We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2015 and 2014. Based upon performing ongoing credit evaluations, maintaining trade credit insurance on a majority of our customers and our past collection experience, we believe that the receivable balances from these largest customers do not represent a significant credit risk.

**Inventory **

Inventory consists of materials, including manufacturing royalties paid to console manufacturers, and is stated at the lower of average cost or market. Estimated product returns are included in the inventory balance at their cost. We regularly review inventory quantities on-hand and in the retail channels and record an inventory provision for excess or obsolete inventory based on the future expected demand for our products. Significant changes in demand for our products would affect management's estimates in establishing our inventory provision. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and market value, based upon assumptions about future demand that are inherently difficult to assess.

**Short-term Investments **

Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within short-term investments. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments.

Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and are reported as a component of other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is other-than-temporary. Realized gains and losses on short-term investments are calculated based on the specific identification method and would be reclassified from accumulated other comprehensive income (loss) to interest and other, net.

Short-term investments are evaluated for impairment quarterly. The Company considers various factors in determining whether it should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity of the impairment, the reason for the decline in value, and our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. If the Company concludes that an investment is other-than-temporarily impaired, it recognizes an impairment charge at that time in the Consolidated Statements of Operations. In determining whether the decline in fair value is other-than-temporary requires management judgment based on the specific facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until they are sold.

**Sale of Long-Term Investment **

The Company held an investment in Twitch Interactive, Inc.'s ("Twitch") Class C Preferred stock, which was accounted for under the cost method of accounting. During the fiscal year ended March 31, 2015, the Company recognized a pretax gain of approximately $18,976 in connection with the sale of Twitch. The pretax gain is presented within "Gain on long-term investments, net" in our Consolidated Statements of Operations.

**Software Development Costs and Licenses **

Capitalized software development costs include direct costs incurred for internally developed titles and payments made to third-party software developers under development agreements.

We capitalize internal software development costs (including stock-based compensation, specifically identifiable employee payroll expense and incentive compensation costs related to the completion and release of titles), third-party production and other content costs, subsequent to establishing technological feasibility of a software title. Technological feasibility of a product includes the completion of both technical design documentation and game design documentation. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product by product basis.

We enter into agreements with third-party developers that require us to make payments for game development and production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game title as well as, in some cases, the underlying intellectual property rights. Such agreements typically allow us to fully recover these payments to the developers at an agreed upon royalty rate earned on the subsequent retail sales of such software, net of any agreed upon costs. Prior to establishing technological feasibility of a product we record any costs incurred by third-party developers as research and development expenses. Subsequent to establishing technological feasibility of a product we capitalize all development and production service payments to third-party developers as software development costs and licenses. We typically enter into agreements with third-party developers after completing the technical design documentation for our products and therefore record the design costs leading up to a signed development contract as research and development expense. When we contract with third-party developers, we generally select those that have proven technology and experience in the genre of the software being developed, which often allows for the establishment of technological feasibility early in the development cycle. In instances where the documentation of the design and technology are not in place prior to an executed contract, we monitor the software development process and require our third-party developers to adhere to the same technological feasibility standards that apply to our internally developed products.

Licenses consist of payments and guarantees made to holders of intellectual property rights for use of their trademarks, copyrights or other intellectual property rights in the development of our products.

Agreements with license holders generally provide for guaranteed minimum payments for use of their intellectual property. Certain licenses, especially those related to our sports products, extend over multi-year periods and encompass multiple game titles. In addition to guaranteed minimum payments, these licenses frequently contain provisions that could require us to pay royalties to the license holder based on pre-agreed unit sales thresholds.

Amortization of capitalized software development costs and licenses commences when a product is released and is recorded on a title-by-title basis in cost of goods sold. For capitalized software development costs, amortization is calculated using (1) the proportion of current year revenues to the total revenues expected to be recorded over the life of the title or (2) the straight-line method over the remaining estimated useful life of the title, whichever is greater. For capitalized licenses, amortization is calculated as a ratio of (1) current period revenues to the total revenues expected to be recorded over the remaining life of the title or (2) the contractual royalty rate based on actual net product sales as defined in the licensing agreement, whichever is greater.

We evaluate the future recoverability of capitalized software development costs and licenses on a quarterly basis. Recoverability is primarily assessed based on the actual title's performance. For products that are scheduled to be released in the future, recoverability is evaluated based on the expected performance of the specific products to which the cost or license relates. We utilize a number of criteria in evaluating expected product performance, including: historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, past performance of the franchise. When management determines that the value of the title is unlikely to be recovered by product sales, capitalized costs are charged to cost of goods sold in the period in which such determination is made.

We have established profit and unit sales based internal royalty programs that allow selected employees to each participate in the success of software titles that they assist in developing. Royalties earned by employees under this program are recorded as a component of cost of goods sold in the period earned.

**Fixed Assets, net **

Office equipment, furniture and fixtures are depreciated using the straight-line method over their estimated useful life of five years. Computer equipment and software are generally depreciated using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the term of the related lease or seven years. The cost of additions and betterments are capitalized, and repairs and maintenance costs are charged to operations, in the periods incurred. When depreciable assets are retired or sold, the cost and related allowances for depreciation are removed from the accounts and the gain or loss is recognized. The carrying amounts of these assets are recorded at historical cost.

**Goodwill and Intangible Assets **

Goodwill is the excess of purchase price paid over identified intangible and tangible net assets of acquired companies. Intangible assets consist of trademarks, intellectual property, non-compete agreements, customer lists and acquired technology. Certain intangible assets acquired in a business combination are recognized as assets apart from goodwill.

We use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

Identified intangibles other than goodwill are generally amortized using the straight-line method over the period of expected benefit ranging from two to ten years, except for intellectual property, which is a usage-based intangible asset that is amortized using the shorter of the useful life or expected revenue stream.

We test our goodwill for impairment annually, at the beginning of August, or more frequently, if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount. A reporting unit is defined as an operating segment or one level below an operating segment. We have determined that we operate in one reporting unit which is our operating segment. In the evaluation of goodwill for impairment, we have the option to first perform a qualitative assessment to determine if the fair value of its reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than the carrying value before performing the two-step impairment test. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. If the two-step impairment test is utilized to test goodwill for impairment, step one compares the fair value of the reporting unit to its carrying value. In performing the quantitative assessment in step-one, we measure the fair value of the reporting unit using a combination of the income approach, which uses discounted cash flows, and the market approach, which uses market capitalization and comparable companies' data. Each step requires us to make judgments and involves the use of significant estimates and assumptions. These estimates and assumptions include long-term growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates based on our weighted average cost of capital, future economic and market conditions and the determination of appropriate market comparables. Our estimates for market growth are based on historical data, various internal estimates and observable external sources when available, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying business. If the carrying value of the reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and step two must be performed. Step two compares the carrying value of the reporting unit's goodwill to its implied fair value (i.e., fair value of reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the implied fair value of goodwill is less than the carrying amount of goodwill, an impairment is recognized. Based on our annual impairment assessment process for goodwill, no impairments were recorded during the fiscal years ended March 31, 2015, 2014 or 2013.

**Long-lived Assets **

We review all long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amount of an asset or asset group may not be recoverable. We compare the carrying amount of the asset to the estimated undiscounted future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we record an impairment charge for the difference between the carrying amount of the asset and its fair value. The estimated fair value is generally measured by discounting expected future cash flows using our incremental borrowing rate or fair value, if available. As of March 31, 2015 no indicators of impairment exist.

**Income Taxes **

We record a tax provision for the anticipated tax consequences of the reported results of operations. Our provision for income taxes is computed using the asset and liability method, under which deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment.

Valuation allowances are established when we determine that it is more likely than not that such deferred tax assets will not be realized. We do not record income tax expense related to foreign withholding taxes or United States income taxes which may become payable upon the repatriation of undistributed earnings of

foreign subsidiaries, as such earnings are expected to be reinvested indefinitely outside of the United States.

We use estimates and assumptions to compute the provision for income taxes including allocations of certain transactions to different tax jurisdictions, amounts of permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. These estimates and assumptions are revised as new events occur, more experience is acquired and additional information is obtained. The effect of these revisions is recorded in income tax expense or benefit in the period in which they become known.

**Revenue Recognition **

We earn our revenue from the sale of internally developed interactive software titles and from the sale of titles developed by and/or licensed from third-party developers.

We recognize revenue on the sales of software products upon the transfer of title and risk of loss to our customers. Accordingly, we recognize revenue for software titles when there is (1) persuasive evidence that an arrangement with the customer exists, which is generally based on a customer purchase order, (2) the product is delivered, (3) the selling price is fixed or determinable and (4) collection of the customer receivable is deemed probable. Certain products are sold to customers with a street date (i.e., the earliest date these products may be sold by retailers). For these products we recognize revenue on the later of the street date or the sale date. In addition, some of our software products are sold as full game digital downloads and digital add-on content for which the consumer takes possession of the digital content for a fee. Revenue from product downloads is generally recognized when the download is made available (assuming all other recognition criteria are met).

In providing credit terms to our customers, our payment arrangements typically provide net 30 and 60 day terms. Advances received for licensing and exclusivity arrangements are reported on our Consolidated Balance Sheets as deferred revenue until we meet our performance obligations, at which point we recognize the revenue.

For some of our software products, we enter into multiple element revenue arrangements in which we may provide a combination of full game software, additional add-on content, maintenance or support. When all other revenue recognition criteria are met, we determine the fair value of each delivered and undelivered element using vendor-specific objective evidence ("VSOE") of fair value and allocate the total price among the various elements. When we have not established VSOE for each element, revenue is deferred until the earlier of the point at which VSOE of fair value exists for any undelivered element or until all elements of the arrangement have been delivered. For arrangements that require the deferral of revenue, the cost of goods sold is deferred and recognized as the related net revenue is recognized. Deferred cost of goods sold includes product costs and licenses. We determine VSOE for each element based on historical stand-alone sales to third parties. In determining VSOE, we require that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range. Changes in assumptions or judgments or changes to the elements in a software arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period.

In identifying the deliverables within an arrangement we consider whether our software products contain more-than-inconsequential online functionality by evaluating the significance of the development effort, the nature of the online features, the extent of anticipated marketing focus on the online features, the significance of the online features to the consumers' anticipated overall gameplay experience, and the significance and length of time of our post sale obligations to consumers. Determining whether the online functionality for a particular game constitutes a more than inconsequential deliverable is subjective and requires management's judgment.

When our software products provide limited online functionality at no additional cost to the consumer, we generally consider such features to be incidental to the overall product offering and an inconsequential deliverable, we recognize revenue when the four primary criteria described above have been met. When software products provide online functionality that represents a more-than-inconsequential deliverable, we recognize the software-related revenues and the related cost of goods sold ratably over the estimated service period of the title (assuming all other recognition criteria are met) as we have not established VSOE for that deliverable.

During the fiscal year ended March 31, 2015, the Company concluded that the updates being provided with Grand Theft Auto V were no longer considered an inconsequential deliverable because add-on content updates were expected to be provided beyond twelve months. As a result, the net revenue and cost of goods sold that have been deferred will be recognized ratably over the expected service period which, for Grand Theft Auto V, which we have projected to be 24 months from the time of release.

Certain of our games provide consumers with the option to purchase virtual currency to use in the game to acquire virtual goods. We recognize revenue from the sale of virtual currency, using the game-based model, ratably over the estimated remaining life of the game.

Certain of our software products include in-game advertising for third-party products. Advance payments received for in-game advertising are reported on our Consolidated Balance Sheets as deferred revenue until we meet our performance obligations, at which point we recognize the revenue, which is generally at the time of the initial release of the product.

Revenue is recognized after deducting estimated reserves for returns, price concessions and other allowances. In circumstances when we do not have a reliable basis to estimate returns and price concessions or are unable to determine that collection of a receivable is probable, we defer the revenue until such time as we can reliably estimate any related returns and allowances and determine that collection of the receivable is probable.

**Allowances for Returns, Price Concessions and Other Allowances **

We accept returns and grant price concessions in connection with our publishing arrangements. Following reductions in the price of our products, we grant price concessions to permit customers to take credits against amounts they owe us with respect to merchandise unsold by them. Our customers must satisfy certain conditions to entitle them to return products or receive price concessions, including compliance with applicable payment terms and confirmation of field inventory levels.

Generally, our distribution arrangements with customers do not give them the right to return titles or to cancel firm orders. However, we occasionally accept returns from our customers for stock balancing and make accommodations to customers, which include credits and returns, when demand for specific titles falls below expectations.

We make estimates of future product returns and price concessions related to current period product revenue. We estimate the amount of future returns and price concessions for published titles based upon, among other factors, historical experience and performance of the titles in similar genres, historical performance of the hardware platform, customer inventory levels, analysis of sell-through rates, sales force and retail customer feedback, industry pricing, market conditions and changes in demand and acceptance of our products by consumers.

Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price concessions in any accounting period. We believe we can make reliable estimates of returns and price concessions. However, actual results may differ from initial estimates as a result of changes in circumstances, market conditions and assumptions. Adjustments to estimates are recorded in the period in which they become known.

**Consideration Given to Customers and Received from Vendors **

We have various marketing arrangements with retailers and distributors of our products that provide for cooperative advertising and market development funds, among others, which are generally based on single exchange transactions. Such amounts are accrued as a reduction to revenue at the later of: (1) the date at which the related revenue is recognized by us, or (2) the date at which the sales incentive is offered, except for cooperative advertising which is included in selling and marketing expense if there is a separate identifiable benefit and the benefit's fair value can be established.

We receive various incentives from our manufacturers, including up-front cash payments as well as rebates based on a cumulative level of purchases. Such amounts are generally accounted for as a reduction in the price of the manufacturer's product and included as a reduction of inventory or cost of goods sold, based on (1) a ratio of current period revenue to the total revenue expected to be recorded over the remaining life of the product or (2) an agreed upon per unit rebate, based on actual units manufactured during the period.

**Advertising **

We expense advertising costs as incurred. Advertising expense for the fiscal years ended March 31, 2015, 2014 and 2013 amounted to $132,990, $153,732 and $185,162, respectively, and are included in "Selling and marketing expense" in the Consolidated Statements of Operations.

**Earnings (Loss) per Share ("EPS") **

Basic 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) applicable to common stockholders for the period by the weighted average number of shares of common stock and common stock equivalents outstanding.

The following table sets forth the computation of basic and diluted EPS (shares in thousands):


	Fiscal Years Ended March 31,
	2015			2014			2013
Computation of Basic EPS:
Net income (loss)	$	(279,470	)	$	361,605		$	(29,491	)
Less: net income allocated to participating securities		—			(41,065	)		—

Net income (loss) for basic EPS calculation	$	(279,470	)	$	320,540		$	(29,491	)



Total weighted average shares outstanding—basic		80,367			95,347			85,581
Less: weighted average participating shares outstanding		—			(10,828	)		—

Weighted average common shares outstanding—basic		80,367			84,519			85,581



Basic EPS	$	(3.48	)	$	3.79		$	(0.34	)



Computation of Diluted EPS:
Net income (loss)	$	(279,470	)	$	361,605		$	(29,491	)
Less: net income allocated to participating securities		—			(31,397	)		—
Add: interest expense, net of tax, on Convertible Notes		—			33,718			—

Net income (loss) for diluted EPS calculation	$	(279,470	)	$	363,926		$	(29,491	)



Weighted average shares outstanding—basic		80,367			84,519			85,581
Add: dilutive effect of common stock equivalents		—			29,363			—

Weighted average common shares outstanding—diluted	$	80,367		$	113,882		$	85,581



Diluted EPS	$	(3.48	)	$	3.20		$	(0.34	)

The Company incurred a net loss for the fiscal years ended March 31, 2015 and 2013; therefore, the basic and diluted weighted average shares outstanding exclude the effect of unvested share-based awards that are considered participating securities and all common stock equivalents because their effect would be antidilutive.

Certain of our unvested restricted stock awards (including restricted stock units, time-based and market-based restricted stock awards) are considered participating securities since these securities have non-forfeitable rights to dividends or dividend equivalents during the contractual period of the award, and thus require the two-class method of computing EPS. The calculation of EPS for common stock shown above excludes the income attributable to the participating securities from the numerator and excludes the dilutive effect of those awards from the denominator. For the fiscal year ended March 31, 2015 and 2013 we had 6,061,000 and 7,357,000, respectively, of unvested share-based awards that are considered participating securities which are excluded due to the net loss for those periods.

The Company defines common stock equivalents as unexercised stock options, common stock equivalents underlying the Convertible Notes (see Note 10) and warrants outstanding during the period. Common stock equivalents are measured using the treasury stock method, except for the Convertible Notes, which are assessed for their effect on diluted EPS using the more dilutive of the treasury stock method or the if-converted method. Under the provisions of the if-converted method, the Convertible Notes are assumed to be converted and included in the denominator of the EPS calculation and the interest expense, net of tax, recorded in connection with the Convertible Notes is added back to the numerator.

In connection with the issuance of our 4.375% Convertible Notes in June 2009 (the "4.375% Convertible Notes"), the Company purchased convertible note hedges (see Note 10) which were excluded from the calculation of diluted EPS because their effect is always considered antidilutive since the call option would be exercised by the Company when the exercise price is lower than the market price. Also in connection with the issuance of our 4.375% Convertible Notes, the Company entered into warrant transactions (see Note 10). On June 12, 2013, the Company entered into Unwind Agreements with respect to the convertible note hedge transactions and Unwind Agreements with respect to the warrant transactions with each of the hedge counterparties (see Note 10).

Other common stock equivalents excluded from the diluted EPS calculation were unexercised stock option awards of approximately 2,009,000 for the fiscal year ended March 31, 2013 due to the net loss for those periods.

**Stock-based Compensation **

We have issued stock-based compensation to employees and non-employee consultants, such as ZelnickMedia Corporation ("ZelnickMedia").

We value time-based restricted stock awards to employees using our closing stock price on the date of grant. Time-based restricted stock awards are amortized and recorded as expense on a straight-line basis over their expected vesting period, which is typically three years, and reduced for estimated forfeitures. We apply variable accounting to our non-employee time-based restricted stock awards, whereby we remeasure the value of such awards at each balance sheet date and adjust the value of the awards based on the closing price of our common stock at the end of the reporting period. Changes in the value of the awards from period to period are recorded as stock-based compensation expense over the vesting period, which typically ranges from three to four years.

Estimated forfeitures are adjusted, if necessary, in subsequent periods if actual forfeitures differ from our estimates.

Market-based restricted stock awards are typically awarded to executives and non-employee consultants. We estimate the fair value of market-based awards using the Monte Carlo Simulation method which takes into account the probability that the market conditions of the awards will be achieved. We apply variable

accounting to our non-employee market-based awards. We have granted market-based awards that vest based on a variety of conditions. Our employee and non-employee market-based awards are amortized over their estimated derived service period, which typically ranges from three to four years.

The Company also grants performance-based restricted awards to non-employees ZelnickMedia. These awards, of which 50% are tied to "New IP" and 50% to "Major IP" (as defined in the relevant grant agreement), are eligible to vest over a specified period based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of individual product releases of "New IP" or "Major IP". For these types of awards the Company does not record an expense until a performance target(s) have been achieved.

See Note 13 for a full discussion of our stock-based compensation arrangements.

**Foreign Currency **

The functional currency for our foreign operations is primarily the applicable local currency. Accounts of foreign operations are translated into U.S. dollars using exchange rates for assets and liabilities at the balance sheet date and average prevailing exchange rates for the period for revenue and expense accounts. Adjustments resulting from translation are included in accumulated other comprehensive income (loss). Realized and unrealized transaction gains and losses are included in our Consolidated Statements of Operations in the period in which they occur, except on inter-company balances considered to be long term. Transaction gains and losses on inter-company balances which are considered to be long term are recorded in accumulated other comprehensive income (loss).

**Comprehensive Income (Loss) **

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's items of accumulated other comprehensive income (loss) include foreign currency translation adjustments, which relate to investments that are permanent in nature and therefore do not require tax adjustments, and the net of tax amounts for unrealized gains (losses) on derivative instruments designated as cash flow hedges and available for sale securities.

**Discontinued operations **

The financial results of our former distribution business, which was sold in February 2010, have been classified as Income (loss) from discontinued operations, net of tax in our Consolidated Statements of Operations for the fiscal years ended March 31, 2014 and 2013. The fiscal year ended March 31, 2013 includes an adjustment to decrease the gain on the sale of the business by $1,316.

**Recently Issued Accounting Pronouncements **

Presentation of Debt Issuance Costs

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This new guidance requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. This update will be applied retrospectively and is effective for annual periods, and interim periods within those years, beginning after December 15, 2015 (April 1, 2016 for the Company). Early adoption is permitted. The adoption of this new guidance is not expected to have a material effect on our Consolidated Financial Statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for the annual and interim periods beginning after December 15, 2016 (April 1, 2017 for the Company) and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. On April 1, 2015, the FASB proposed deferring the effective date by one year to annual and interim years beginning after December 15, 2017. The proposal permits early adoption, but no earlier than the original effective date of annual and interim periods beginning after December 15, 2016. The Company is currently determining its implementation approach and evaluating the impact of adopting this update on our Consolidated Financial Statements.

Requirements for Reporting Discontinued Operations

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This new guidance raises the threshold for a disposal to qualify as discontinued operations and requires new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. Under the new standard, companies report discontinued operations when they have a disposal that represents a strategic shift that has or will have a major impact on operations or financial results. This update will be applied prospectively and is effective for annual periods, and interim periods within those years, beginning after December 15, 2014 (April 1, 2015 for the Company). Early adoption is permitted provided the disposal was not previously disclosed. The adoption of this new guidance is not expected to have a material effect on our Consolidated Financial Statements.

Presentation of Unrecognized Tax Benefits

In July 2013, new guidance was issued requiring that entities that have an unrecognized tax benefit and a net operating loss carryforward or similar tax loss or tax credit carryforward in the same jurisdiction as the uncertain tax position present the unrecognized tax benefit as a reduction of the deferred tax asset for the loss or tax credit carryforward rather than as a liability when the uncertain tax position would reduce the loss or tax credit carryforward under the tax law. The disclosure requirements became effective for annual periods (and interim periods within those annual periods) beginning after December 15, 2013 (April 1, 2014 for the Company), and are applied prospectively. The adoption of this guidance had no material effect on our Consolidated Financial Statements.

2. MANAGEMENT AGREEMENT

In March 2007, we entered into a management services agreement, which was renewed in May 2011 (as amended, the "2011 Management Agreement") with ZelnickMedia pursuant to which ZelnickMedia provided us with certain management, consulting and executive level services. In March 2014, we entered into a new management agreement, (the "2014 Management Agreement"), with ZelnickMedia pursuant to which ZelnickMedia continues to provide financial and management consulting services to the Company through March 31, 2019. The 2014 Management Agreement became effective April 1, 2014 and supersedes and replaces the 2011 Management Agreement, except as otherwise contemplated by the 2014 Management Agreement. As part of the 2014 Management Agreement, Strauss Zelnick, the President of ZelnickMedia, continues to serve as Executive Chairman and Chief Executive Officer and Karl Slatoff, a partner of ZelnickMedia, continues to serve as President of the Company. The 2014 Management Agreement provides for an annual management fee of $2,970 over the term of the agreement and a maximum annual bonus opportunity of $4,752 over the term of the agreement, based on the Company

achieving certain performance thresholds. By comparison, the 2011 Management Agreement provided for an annual management fee of $2,500, subject to annual increases over the term of the agreement, and a maximum annual bonus opportunity of $3,500, subject to annual increases over the term of the agreement, based on the Company achieving certain performance thresholds. In consideration for ZelnickMedia's services, we recorded consulting expense (a component of general and administrative expenses) of $7,737, $6,365 and $6,180 for the fiscal years ended March 31, 2015, 2014 and 2013, respectively.

Pursuant to the 2011 Management Agreement and the 2014 Management Agreement, we also issued stock-based awards to ZelnickMedia. See Note 13 for a discussion of such awards.

3. FAIR VALUE MEASUREMENTS

We follow 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 assets that are measured at fair value on a recurring basis (which is 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.


	March 31, 2015		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Balance Sheet Classification
Money market funds	$	544,334	$	544,334	$	—	$	—	Cash and cash equivalents
Bank-time deposits		79,852		79,852		—		—	Cash and cash equivalents
Corporate bonds		99,429		—		99,429		—	Short-term investments
Bank-time deposits		87,500		87,500				—	Short-term investments

4. SHORT-TERM INVESTMENTS

Our short-term investments consisted of the following as of March 31, 2015:


	March 31, 2015
			Gross Unrealized
	Cost or Amortized Cost		Fair Value
	Gains		Losses
Short-term investments
Bank-time deposits	$	87,500	$	—	$	—		$	87,500
Available-for-sale securities:
Corporate bonds		99,454		39		(64	)		99,429

Total short-term investments	$	186,954	$	39	$	(64	)	$	186,929

Unrealized gains and losses of the Company's available-for-sale securities are reported as a component of other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the

decline is other-than-temporary. We evaluate our investments for impairment quarterly. The Company considers various factors in the review of investments with an unrealized loss, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity of the impairment, the reason for the decline in value and our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Based on our review, we did not consider these investments to be other-than-temporarily impaired as of March 31, 2015.

The following table summarizes the contracted maturities of our short-term investments at March 31, 2015:


	March 31, 2015
	Amortized Cost		Fair Value
Short-term investments
Due in 1 year or less	$	125,115	$	125,111
Due in 1-2 years		61,839		61,818

Total short-term investments	$	186,954	$	186,929

5. INVENTORY

Inventory balances by category are as follows:


	March 31,
	2015		2014
Finished products	$	17,229	$	28,418
Parts and supplies		2,822		1,362

Inventory	$	20,051	$	29,780

Estimated product returns included in inventory at March 31, 2015 and 2014 were $921 and $578, respectively.

6. SOFTWARE DEVELOPMENT COSTS AND LICENSES

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


	March 31,
	2015				2014
	Current		Non-current		Current		Non-current
Software development costs, internally developed	$	54,225	$	116,026	$	53,041	$	60,196
Software development costs, externally developed		102,713		8,303		51,643		49,310
Licenses		6,447		—		11,519		—

Software development costs and licenses	$	163,385	$	124,329	$	116,203	$	109,506

Software development costs and licenses as of March 31, 2015 and 2014 included $211,248 and $211,302, respectively, related to titles that have not been released.

Amortization and impairment of software development costs and licenses are as follows:


	Fiscal Year Ended March 31,
	2015			2014			2013
Amortization of software development costs and licenses	$	119,488		$	236,759		$	231,423
Impariment of software development costs and licenses		23,947			52,863			9,385
Less: Portion representing stock-based compensation		(9,982	)		(24,089	)		(10,060	)

Amortization and impairment, net of stock-based compensation	$	133,453		$	265,533		$	230,748

7. FIXED ASSETS, NET

Fixed asset balances by category are as follows:


	March 31,
	2015		2014
Computer equipment	$	73,675	$	55,751
Computer software		59,575		38,111
Leasehold improvements		35,535		33,968
Office equipment		7,002		5,672
Furniture and fixtures		7,073		5,865

		182,860		139,367
Less: accumulated depreciation		113,068		96,795

Fixed assets, net	$	69,792	$	42,572

Depreciation expense related to fixed assets for the fiscal years ended March 31, 2015, 2014 and 2013 was $21,057, $13,203 and $10,200, respectively.

8. GOODWILL AND INTANGIBLE ASSETS, NET

The change in our goodwill balance is as follows:


	Total
Balance at March 31, 2013	$	225,992

Additions and adjustments		—
Currency translation adjustment		713

Balance at March 31, 2014	$	226,705

Additions and adjustments		—
Currency translation adjustment		(9,417	)

Balance at March 31, 2015	$	217,288

The following table sets forth the components of the intangible assets subject to amortization:


			March 31,
			2015							2014
	Estimated useful Lives (Years)
	Gross Carrying Amount		Accumulated Amortization		Net Book Value			Gross Carrying Amount		Accumulated Amortization		Net Book Value
Intellectual property		2-6	$	26,859	$	(22,090	)	$	4,769	$	26,949	$	(21,836	)	$	5,113
Trademarks		7-10		13,782		(13,782	)		—		13,839		(13,839	)		—
Technology		3		3,200		(3,200	)		—		3,200		(3,200	)		—
Non-compete		5-10		5,240		(5,240	)		—		5,249		(5,249	)		—

			$	49,081	$	(44,312	)	$	4,769	$	49,237	$	(44,124	)	$	5,113

Amortization of intangible assets is included in our Consolidated Statements of Operations as follows:


	Fiscal Year Ended March 31,
	2015		2014		2013
Cost of goods sold	$	344	$	3,558	$	7,000
Depreciation and amortization		—		156		434

Total amortization of intangible assets	$	344	$	3,714	$	7,434

Estimated future amortization of intangible assets that will be recorded in cost of goods sold and operating expenses for the years ending March 31, are as follows:




2016	$	160
2017		4,036
2018		548
2019		25
2020		—
Thereafter		—

Total	$	4,769

9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of:


	March 31,
	2015		2014
Software development royalties	$	307,953	$	258,129
Compensation and benefits		47,763		44,255
Licenses		23,974		16,917
Marketing and promotions		21,708		16,552
Sales tax liability		8,861		6,592
Income tax payable and deferred tax liability		2,482		15,362
Professional fees		8,747		8,781
Other		23,250		30,585

Accrued expenses and other current liabilities	$	444,738	$	397,173

10. LONG-TERM DEBT

Credit Agreement

In August 2014, we entered into a Third Amendment to our Credit Agreement. The Credit Agreement provides for borrowings of up to $100,000 which may be increased by up to $40,000 pursuant to the terms of the Credit Agreement, and is secured by substantially all of our assets and the equity of our subsidiaries. The Credit Agreement expires on August 18, 2019. Revolving loans under the Credit Agreement bear interest at our election of (a) 0.50% to 1.00% above a certain base rate (3.75% at March 31, 2015), or (b) 1.50% to 2.00% above the LIBOR Rate (approximately 1.76% at March 31, 2015), with the margin rate subject to the achievement of certain average liquidity levels. We are also required to pay a monthly fee on the unused available balance, ranging from 0.25% to 0.375% based on availability. We had no outstanding borrowings at March 31, 2015 and 2014.

Availability under the Credit Agreement is restricted by our United States 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 $5,000.

Information related to availability on our Credit Agreement is as follows:


	March 31, 2015		March 31, 2014
Available borrowings	$	98,335	$	63,630
Outstanding letters of credit		1,664		1,664

We recorded interest expense and fees related to the Credit Agreement of $518, $637 and $638, for the fiscal years ended March 31, 2015, 2014 and 2013, respectively. The Credit Agreement contains covenants that substantially limit us and our subsidiaries' ability to: create, incur, assume or be liable for indebtedness; dispose of assets outside the ordinary course of business; acquire, merge or consolidate with or into another person or entity; create, incur or allow any lien on any of their respective properties; make investments; or pay dividends or make distributions (each subject to certain limitations); or optionally prepay any indebtedness (subject to certain exceptions, including an exception permitting the redemption of the Company's unsecured convertible senior notes upon the meeting of certain minimum liquidity requirements). In addition, the Credit Agreement provides for certain events of default such as nonpayment of principal and interest, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, default on indebtedness held by third parties and default on certain material contracts (subject to certain limitations and cure periods). The Credit Agreement also contains a requirement that we maintain an interest coverage ratio of more than one to one for the trailing twelve month period, if certain average liquidity levels fall below $30,000. As of March 31, 2015, we were in compliance with all covenants and requirements outlined in the Credit Agreement.

4.375% Convertible Notes Due 2014

In June 2009, we issued $138,000 aggregate principal amount of 4.375% Convertible Notes due 2014. The issuance of the 4.375% Convertible Notes included $18,000 related to the exercise of an over-allotment option by the underwriters. Interest on the 4.375% Convertible Notes was paid semi-annually in arrears on June 1st and December 1st of each year, and commenced on December 1, 2009. The 4.375% Convertible Notes were scheduled to mature on June 1, 2014, unless earlier redeemed or repurchased by the Company or converted. As further described below, on June 12, 2013, we issued a notice of redemption calling all of our outstanding 4.375% Convertible Notes for redemption on August 29, 2013.

We recorded approximately $3,410 of banking, legal and accounting fees related to the issuance of the 4.375% Convertible Notes which were capitalized as debt issuance costs and were being amortized to interest and other, net over the term of the 4.375% Convertible Notes.

On June 12, 2013, we issued a notice of redemption calling all of our outstanding 4.375% Convertible Notes, in the aggregate principal amount of $138,000, for redemption on August 29, 2013 at a redemption price of $1 per $1 principal amount, plus accrued and unpaid interest up to, but not including, the redemption date (the period from June 12, 2013 to August 29, 2013 is the "Notice Period"). Holders who elected to convert during the Notice Period were entitled to make-whole shares in addition to such shares they would otherwise be entitled to receive upon conversion. The notice of redemption specified that we would settle any 4.375% Convertible Notes surrendered for conversion in connection with the redemption on a combination settlement basis by paying cash up to a cash amount equal to $166,000 in the aggregate of converted notes and delivering shares of our common stock in respect of the amount, if any, by which our conversion obligation exceeded such cash amount. During the Notice Period, $137,993 of 4.375% Convertible Notes were converted for $165,992 in cash and 3,217,000 shares of our common stock. On August 29, 2013, we paid $7 in cash and we redeemed $7 of 4.375% Convertible Notes. During the fiscal year ended March 31, 2014, we recorded a loss on extinguishment, net of capitalized debt issuance costs, totaling $9,014 related to these transactions.

In connection with the offering of the 4.375% Convertible Notes, we entered into convertible note hedge transactions which were expected to reduce the potential dilution to our common stock upon conversion of the 4.375% Convertible Notes. The transactions included 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, which was charged to additional paid-in capital.

Separately, the Company entered into warrant transactions with a strike price of $14.945 per share. The warrants covered approximately 12,927,000 shares of the Company's common stock and were scheduled to expire on August 30, 2014, for total proceeds of approximately $26,300, which was credited to additional paid-in capital.

On June 12, 2013, the Company entered into Unwind Agreements with respect to the convertible note hedge transactions and Unwind Agreements with respect to the warrant transactions with each of the hedge counterparties (collectively, the "Unwind Agreements"). Pursuant to the terms of the Unwind Agreements, and in connection with the Company's issuance of a notice of redemption for all the 4.375% Convertible Notes, the Company had the right to deliver a notice to the hedge counterparties, prior to the redemption date set forth in such redemption notice, designating an early termination date for the convertible note hedge transactions and warrant transactions. The hedge counterparties owed a cash payment to the Company as a result of the early termination of the convertible note hedge transactions that was calculated based on its current fair market value. The Company owed a cash payment to the warrant holders, as applicable, as a result of the early termination of the warrant transactions that was calculated based on its current fair market value. As a result of the Unwind Agreements, the convertible note hedge transactions and warrant transactions were accounted for as derivatives whereby the fair values of these transactions were reported as a convertible note hedge receivable and as a convertible note warrant liability with an offsetting impact to additional paid-in capital. Gains and losses on the derivatives resulting from their unwinding were reported in gain on convertible note hedge and warrants, net, in our Consolidated Statements of Operations. In August 2013, the payment received from unwinding the associated convertible note hedge transactions resulted in proceeds to us of $84,429, offset by $55,651 we paid the warrant holders.

During the fiscal year ended March 31, 2014, we recorded a gain of approximately $17,259 resulting from the unwinding of our convertible note hedge transactions and a loss of approximately $13,798 resulting from the unwinding of our convertible note warrant transactions to gain on convertible note hedge and warrants, net, in our Consolidated Statements of Operations.

The following table provides the components of interest expense related to our 4.375% Convertible Notes:


	Fiscal Year Ended March 31,
	2014		2013
Cash interest expense (coupon interest expense)	$	2,516	$	6,038
Non-cash amortization of discount on 4.375% Convertible Notes		4,358		9,550
Amortization of debt issuance costs		284		682

Total interest expense related to 4.375% Convertible Notes	$	7,158	$	16,270

1.75% Convertible Notes Due 2016

On November 16, 2011, we issued $250,000 aggregate principal amount of 1.75% Convertible Notes due 2016. The issuance of the 1.75% Convertible Notes included $30,000 related to the exercise of an over-allotment option by the underwriters. Interest on the 1.75% Convertible Notes is payable semi-annually in arrears on June 1st and December 1st of each year, commencing on June 1, 2012. The 1.75% Convertible Notes mature on December 1, 2016, unless earlier repurchased by the Company or converted. The Company does not have the right to redeem the 1.75% Convertible Notes prior to maturity.

The 1.75% Convertible Notes are convertible at an initial conversion rate of 52.3745 shares of our common stock per $1 principal amount of 1.75% Convertible Notes (representing an initial conversion price of approximately $19.093 per share of common stock for a total of approximately 13,094,000 underlying conversion shares) subject to adjustment in certain circumstances. Holders may convert the 1.75% Convertible Notes at their option prior to the close of business on the business day immediately preceding June 1, 2016 only under the following circumstances: (1) during any fiscal quarter commencing after March 31, 2012, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1 principal amount of 1.75% Convertible Notes for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such day; or (3) upon the occurrence of specified corporate events. On and after June 1, 2016 until the close of business on the business day immediately preceding the maturity date, holders may convert their 1.75% Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 1.75% 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. Our common stock price exceeded 130% of the applicable conversion price per share for at least 20 trading days during the 30 consecutive trading days ended March 31, 2015. Accordingly, as of April 1, 2015, the 1.75% Convertible Notes may be converted at the holder's option through June 30, 2015. If the 1.75% Convertible Notes were to be converted during this period, our current intent and ability, given our option, would be to settle the conversion in shares of our common stock. As such, we have continued to classify these 1.75% Convertible Notes as long-term debt.

Upon the occurrence of certain fundamental changes involving the Company, holders of the 1.75% Convertible Notes may require us to purchase all or a portion of their 1.75% Convertible Notes for cash at a price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the fundamental change purchase date.

The indenture governing the 1.75% Convertible Notes contains customary terms and covenants and events of default. If an event of default (as defined therein) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the 1.75% Convertible Notes then outstanding by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest (including additional interest, if any) on all the 1.75% Convertible Notes to be due and payable. In the case of an event of default arising out of certain bankruptcy events, 100% of the principal of and accrued and unpaid interest (including additional interest, if any), on the 1.75% Convertible Notes will automatically become due and payable immediately. As of March 31, 2015, we were in compliance with all covenants and requirements outlined in the indenture governing the 1.75% Convertible Notes.

The 1.75% Convertible Notes are senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 1.75% Convertible Notes; equal in right of payment to our existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness incurred by our subsidiaries.

We separately account for the liability and equity components of the 1.75% Convertible Notes in a manner that reflects the Company's nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. We estimated the fair value of the 1.75% Convertible Notes to be $197,373, as of the date of issuance of our 1.75% Convertible Notes, assuming a 6.9% non-convertible borrowing rate. The carrying amount of the equity component was determined to be $52,627 by deducting the fair value of the liability component from the par value of the 1.75% Convertible Notes. The excess of the principal amount of the liability component over its carrying amount is amortized to interest and other, net over the term of the 1.75% Convertible Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the $6,875 of banking, legal and accounting fees related to the issuance of the 1.75% Convertible Notes, we allocated $5,428 to the liability component and $1,447 to the equity component. Debt issuance costs attributable to the liability component are being amortized to interest and other, net over the term of the 1.75% Convertible Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital.

As of March 31, 2015 and 2014, the if-converted value of our 1.75% Convertible Notes exceeded the principal amount of $250,000 by $83,373 and $37,151, respectively.

The following table provides additional information related to our 1.75% Convertible Notes:


	March 31,
	2015		2014
Additional paid-in capital	$	51,180	$	51,180

Principal amount of 1.75% Convertible Notes	$	250,000	$	250,000
Unamortized discount of the liability component		19,386		30,025

Net carrying amount of 1.75% Convertible Notes	$	230,614	$	219,975

Carrying amount of debt issuance costs	$	1,662	$	2,716

The following table provides the components of interest expense related to our 1.75% Convertible Notes:


	Fiscal Year Ended March 31,
	2015		2014		2013
Cash interest expense (coupon interest expense)	$	4,375	$	4,375	$	4,375
Non-cash amortization of discount on 1.75% Convertible Notes		10,639		9,954		9,312
Amortization of debt issuance costs		1,054		1,105		1,158

Total interest expense related to 1.75% Convertible Notes	$	16,068	$	15,434	$	14,845

1.00% Convertible Notes Due 2018

On June 18, 2013, we issued $250,000 aggregate principal amount of 1.00% Convertible Notes due 2018. The 1.00% Convertible Notes were issued at 98.5% of par value for proceeds of $246,250. Interest on the 1.00% Convertible Notes is payable semi-annually in arrears on July 1st and January 1st of each year, commencing on January 1, 2014. The 1.00% Convertible Notes mature on July 1, 2018, unless earlier repurchased by the Company or converted. The Company does not have the right to redeem the 1.00% Convertible Notes prior to maturity. The Company also granted the underwriters a 30-day option to purchase up to an additional $37,500 principal amount of 1.00% Convertible Notes to cover overallotments, if any. On July 17, 2013, the Company closed its public offering of $37,500 principal amount of the Company's 1.00% Convertible Notes as a result of the underwriters exercising their overallotment option in full on July 12, 2013, bringing the total proceeds to $283,188.

The 1.00% Convertible Notes are convertible at an initial conversion rate of 46.4727 shares of our common stock per $1 principal amount of 1.00% Convertible Notes (representing an initial conversion price of approximately $21.52 per share of common stock for a total of approximately 13,361,000 underlying conversion shares) subject to adjustment in certain circumstances. Holders may convert the 1.00% Convertible Notes at their option prior to the close of business on the business day immediately preceding January 1, 2018 only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2013, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1 principal amount of 1.00% Convertible Notes for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such day; or (3) upon the occurrence of specified corporate events. On and after January 1, 2018 until the close of business on the business day immediately preceding the maturity date, holders may convert their 1.00% Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 1.00% 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.

Upon the occurrence of certain fundamental changes involving the Company, holders of the 1.00% Convertible Notes may require us to purchase all or a portion of their 1.00% Convertible Notes for cash at a price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the fundamental change purchase date.

The indenture governing the 1.00% Convertible Notes contains customary terms and covenants and events of default. If an event of default (as defined therein) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the 1.00% Convertible Notes then outstanding by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest (including additional interest, if any) on all the 1.00% Convertible Notes to be due and payable. In the case of an event of

default arising out of certain bankruptcy events, 100% of the principal of and accrued and unpaid interest (including additional interest, if any), on the 1.00% Convertible Notes will automatically become due and payable immediately. As of March 31, 2014, we were in compliance with all covenants and requirements outlined in the indenture governing the 1.00% Convertible Notes.

The 1.00% Convertible Notes are senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 1.00% Convertible Notes; equal in right of payment to our existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness incurred by our subsidiaries.

We separately account for the liability and equity components of the 1.00% Convertible Notes in a manner that reflects the Company's nonconvertible debt borrowing rate. We estimated the fair value of the 1.00% Convertible Notes to be $225,567 upon issuance of our 1.00% Convertible Notes, assuming a 6.15% non- convertible borrowing rate. The carrying amount of the equity component was determined to be approximately $57,621 by deducting the fair value of the liability component from the net proceeds of the 1.00% Convertible Notes. The excess of the principal amount of the liability component over its carrying amount is amortized to interest and other, net over the term of the 1.00% Convertible Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the $2,815 of banking, legal and accounting fees related to the issuance of the 1.00% Convertible Notes, we allocated $2,209 to the liability component and $606 to the equity component. Debt issuance costs attributable to the liability component are being amortized to interest and other, net over the term of the 1.00% Convertible Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital.

As of March 31, 2015 and 2014, the if-converted value of our 1.00% Convertible Notes exceeded the principal amount of $287,500 by $52,671 and $5,507, respectively.

The following table provides additional information related to our 1.00% Convertible Notes:


	March 31,
	2015		2014
Additional paid-in capital	$	35,784	$	35,784

Principal amount of 1.00% Convertible Notes	$	287,500	$	287,500
Unamortized discount of the liability component		42,057		53,444

Net carrying amount of 1.00% Convertible Notes	$	245,443	$	234,056

Carrying amount of debt issuance costs	$	1,365	$	1,831

The following table provides the components of interest expense related to our 1.00% Convertible Notes:


	Fiscal Year Ended March 31,
	2015		2014
Cash interest expense (coupon interest expense)	$	2,875	$	2,259
Non-cash amortization of discount on 1.00% Convertible Notes		11,387		8,489
Amortization of debt issuance costs		466		378

Total interest expense related to 1.00% Convertible Notes	$	14,728	$	11,126

11. COMMITMENTS AND CONTINGENCIES

A summary of annual minimum contractual obligations and commitments as of March 31, 2015 is as follows:


Fiscal Year Ending March 31,	Software Development and Licensing		Marketing		Operating Leases		Purchase Obligations		Convertible Notes Interest		Convertible Notes		Total
2016	$	81,612	$	24,591	$	19,558	$	21,556	$	7,250	$	—	$	154,567
2017		62,320		5,675		17,007		12,207		7,250		250,000		354,459
2018		48,011		4,717		15,255		5,543		2,875		—		76,401
2019		27,204		43,423		15,452		1,593		1,438		287,500		376,610
2020		8,200		9,500		11,092		—		—		—		28,792
Thereafter		—		—		36,727		—		—		—		36,727

Total	$	227,347	$	87,906	$	115,091	$	40,899	$	18,813	$	537,500	$	1,027,556

Software Development and Licensing Agreements: We make payments to third-party software developers that include contractual payments to developers under several software development agreements that expire at various times through September 2019. Our aggregate outstanding software development commitments assume satisfactory performance by third-party software developers. We also have licensing commitments that primarily consist of obligations to holders of intellectual property rights for use of their trademarks, copyrights, technology or other intellectual property rights in the development of our products.

Marketing Agreements: We have certain minimum marketing support commitments where we commit to spend specified amounts related to marketing our products. Licensing and marketing commitments expire at various times through September 2019 and primarily reflect our agreements with major sports leagues and players' associations.

Lease Commitments: Our offices are occupied under non-cancelable operating leases expiring at various times through June 2024. We also lease certain furniture, equipment and automobiles under non-cancelable leases expiring through fiscal year 2020. Some of the leases have fixed rent increases and also include inducements to enter into the lease. The effect of such amounts are deferred and recognized on a straight-line basis over the related lease term. Rent expense amounted to $18,120, $15,574 and $15,107 for the fiscal years ended March 31, 2015, 2014 and 2013, respectively.

Purchase obligations: These obligations are primarily related to agreements to purchase services that are enforceable and legally binding on the Company that specifies all significant terms, including fixed, minimum or variable pricing provisions; and the approximate timing of the transactions, expiring at various times through March 2019.

Contingent Consideration: Part of our business acquisition strategy has been to make a portion of the purchase price of certain acquisitions dependent on product delivery or future product sales. The amounts and timing of these payments are currently not fixed or determinable. Our acquisition of 2K Czech a.s., formerly known as Illusion Softworks, a.s, in December 2007, had contingent payments in cash and stock based on future product sales of up to $10,000, of which $8,601 was paid as of March 31, 2015. Under the terms of our acquisition of the assets of Rockstar New England, Inc., formerly known as Mad Doc Software LLC, in March 2008 up to $15,000 payable in cash or stock, based on meeting certain employment provisions and future product sales, of which $2,750 was paid as of March 31, 2015. During the year ended March 31, 2015, we paid $99 by issuing 7,616 shares of our unregistered common stock as contingent consideration for our prior year acquisitions. During the fiscal year ended March 31, 2014, we paid contingent consideration of $1,000 for our prior acquisitions. During the fiscal year ended March 31,

2013, we paid $400 by issuing 30,726 shares of our unregistered common stock as contingent consideration for our prior year acquisitions.

Employee Savings Plans: For our United States employees we maintain a 401(k) retirement savings plan and trust. Our 401(k) plan is offered to all eligible employees and participants may make voluntary contributions. We also have various pension plans for our non-U.S. employees, some of which are required by local laws, and allow or require Company contributions. Employer contributions under all defined contribution and pension plans during the fiscal years ended March 31, 2015, 2014 and 2013 were $8,554, $7,476 and $6,089, respectively.

Income Taxes: At March 31, 2015, the Company had recorded a liability for gross unrecognized tax benefits, including interest and penalties, of $29,153 for which we are unable to make a reasonable and reliable estimate of the period in which these liabilities will be settled with the respective tax authorities, therefore, these liabilities have not been included in the contractual obligations table.

Legal and Other Proceedings: We are, or may become, subject to demands and claims (including intellectual property claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our business or financial statements. We have appropriately accrued amounts related to certain of these claims and legal and other proceedings. While it is reasonably possible 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.

12. INCOME TAXES

Components of income (loss) before income taxes are as follows:


	Fiscal Year Ended March 31,
	2015			2014		2013
Domestic	$	(126,582	)	$	197,992	$	16,924
Foreign		(146,298	)		178,158		(43,036	)

Income (loss) from continuing operations before income taxes	$	(272,880	)	$	376,150	$	(26,112	)

Provision for current and deferred income taxes consists of the following:


	Fiscal Year Ended March 31,
	2015			2014			2013
Current:
U.S. federal	$	2,773		$	16,340		$	3,705
U.S. state and local		(1,406	)		4,527			456
Foreign		2,944			12,628			1,730

Total current income taxes		4,311			33,495			5,891
Deferred:
U.S. federal		1,575			(14,216	)		(1,821	)
U.S. state and local		72			(3,462	)		134
Foreign		632			(1,358	)		846

Total deferred income taxes		2,279			(19,036	)		(841	)

Provision for income taxes	$	6,590		$	14,459		$	5,050

A reconciliation of our effective tax rate to the U.S. statutory federal income tax rate is as follows:


	Fiscal Year Ended March 31,
	2015			2014			2013
U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
Foreign tax rate differential		(12.1	)%		(10.4	)%		(41.5	)%
Tax amortization of goodwill		(0.6	)%		0.5	%		(7.7	)%
Foreign earnings		1.1	%		1.6	%		(4.0	)%
State and local taxes, net of U.S. federal benefit		0.9	%		0.3	%		(2.3	)%
Valuation allowance—domestic		(16.8	)%		(19.8	)%		28.4	%
Valuation allowance—foreign		(5.1	)%		(5.1	)%		(22.2	)%
Other		(4.8	)%		1.7	%		(5.0	)%

Effective tax rate		(2.4	)%		3.8	%		(19.3	)%

The effects of temporary differences that gave rise to our deferred tax assets and liabilities were as follows:


	March 31,
	2015			2014
Deferred tax assets:
Current deferred tax assets:
Sales returns and allowances (including bad debt)	$	8,670		$	8,757
Inventory reserves		892			1,120
Deferred rent		4,692			3,364
Deferred revenue		5,011			15,157
Bonus		30,391			20,586
Equity compensation		21,660			17,232
Other		—			6,545

Total current deferred tax assets		71,316			72,761
Less: Valuation allowance		(35,826	)		(26,689	)

Net current deferred tax assets		35,490			46,072

Noncurrent deferred tax assets:
Equity compensation		—			2,552
Domestic net operating loss carryforward		70,159			3,645
Tax credit carryforward		60,278			17,368
Foreign net operating loss carryforwards		22,390			8,083
Other		10			—

Total noncurrent deferred tax assets		152,837			31,648
Less: Valuation allowance		(97,642	)		(14,085	)

Net noncurrent deferred tax assets		55,195			17,563

Deferred tax liabilities:
Current deferred tax liabilities:
Capitalized software and depreciation		(21,725	)		(25,806	)
Other		(703	)		—

Total current deferred tax liabilities		(22,428	)		(25,806	)

Net current deferred tax asset		13,062			20,266

Noncurrent deferred tax liabilities:
Convertible debt		(21,391	)		(29,222	)
Intangible amortization		(4,356	)		(4,408	)
Capitalized software and depreciation		(47,573	)		(6,983	)

Total noncurrent deferred tax liabilities		(73,320	)		(40,613	)

Net noncurrent deferred tax liability	$	(18,125	)	$	(23,050	)

The valuation allowance is primarily attributable to deferred tax assets for which no benefit is provided due to uncertainty with respect to their realization. The net deferred tax liability is primarily the result of deferred tax liabilities related to indefinite lived intangibles, which cannot be used to offset deferred tax assets.

At March 31, 2015, we had domestic net operating loss carryforwards totaling $70,159 of which $1,451 will expire in 2027, $2,155 will expire in 2030 and $66,553 will expire in 2035. In addition, we had foreign net operating loss carryforwards of $22,390, of which $1,873 expire in 2019, $4,091 will expire in 2020, $14,709 will expire in 2022 and the remainder may be carried forward indefinitely.

The total amount of undistributed earnings of foreign subsidiaries was approximately $156,000 at March 31, 2015 and $315,700 at March 31, 2014. It is our intention to reinvest undistributed earnings of our foreign subsidiaries and thereby indefinitely postpone their remittance. Accordingly, no provision has been made for foreign withholding taxes or U.S. income taxes which may become payable if undistributed earnings of foreign subsidiaries are repatriated. It is not practicable to estimate the tax liability that would arise if these earnings were remitted.

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 return positions comply with applicable tax law and that we have adequately provided for reasonably foreseeable assessments of additional taxes. Additionally, we believe that any assessments in excess of the amounts provided for will not have a material adverse effect on the Consolidated Financial Statements.

As of March 31, 2015 and March 31, 2014, we had gross unrecognized tax benefits, including interest and penalties, of $42,706 and $24,880, respectively, of which $29,153 and $24,880, respectively, would affect our effective tax rate if realized.

The aggregate changes to the liability for gross uncertain tax positions, excluding interest and penalties, were as follows:


	Fiscal Year Ended March 31,
	2015			2014			2013
Balance, beginning of period	$	23,536		$	20,400		$	20,328
Additions:
Current year tax positions		8,297			5,069			73
Prior year tax positions		9,040			2,008			2,812
Reduction of prior year tax positions		(256	)		(3,219	)		(2,605	)
Lapse of statute of limitations		(26	)		(667	)		(81	)
Other, net		—			(55	)		(127	)

Balance, end of period	$	40,591		$	23,536		$	20,400

We recognize interest and penalties related to uncertain tax positions in the provision for income taxes in our Consolidated Statements of Operations. For the fiscal years ended March 31, 2015 and March 31, 2014, we recognized an increase in interest and penalties of approximately $771 and $32, respectively. For the fiscal year ended March 31, 2013, we recognized a decrease in interest and penalties of approximately $766. The gross amount of interest and penalties accrued as of March 31, 2015 and March 31, 2014 was approximately $2,115 and $1,344, respectively.

We are generally no longer subject to audit for U.S. federal income tax returns for periods prior to our fiscal year ended March 31, 2011 and state income tax returns for periods prior to the fiscal year ended October 31, 2010. With few exceptions, we are no longer subject to income tax examinations in non-U.S. jurisdictions for years prior to our fiscal year ended October 31, 2010. U.S. federal taxing authorities have completed examinations of our income tax returns through the fiscal years ended October 31, 2009. The statute relating to fiscal year October 31, 2010 has expired. Certain U.S. state taxing authorities are currently examining our income tax returns for fiscal years ended March 31, 2011 through March 31, 2013. The determination as to further adjustments to our gross unrecognized tax benefits during the next 12 months is not practicable.

We believe that we have provided for any reasonably foreseeable outcomes related to our tax audits and that any settlement will not have a material adverse effect on our consolidated financial statements. However, there can be no assurances as to the possible outcomes.

13. STOCK-BASED COMPENSATION

Our stock-based compensation plans are broad-based, long-term retention programs intended to attract and retain talented employees and align stockholder and employee interests. For similar reasons, we also granted non-employee equity awards, which are subject to variable accounting, to ZelnickMedia in connection with their contract to provide executive management services to us. Under certain of our unvested restricted stock awards (including restricted stock units, time-based and market-based restricted stock awards) we issue shares to employees on the date the restricted stock awards are granted and therefore shares granted have voting rights, participate in dividends and are considered issued and outstanding. Shares issued for any restricted stock awards that are forfeited prior to vesting are canceled and no longer outstanding. In April 2009, our stockholders approved our 2009 Stock Incentive Plan (the "2009 Plan"). The aggregate number of shares issuable under this plan was 6,409,000, representing 4,900,000 new shares available for grant approved by our stockholders and 1,509,000 shares allocated from the Incentive Stock Plan and 2002 Stock Option Plan. Our stockholders have further approved amendments to the 2009 Plan to increase the available shares for issuance by 20,800,000. The 2009 Plan is administered by the Compensation Committee of the Board of Directors and allows for awards of restricted stock, deferred stock and other stock-based awards of our common stock to employees and non-employees. As of March 31, 2015, there were approximately 3,555,000 shares available for issuance under the 2009 Plan.

Subject to the provisions of the plans, the Board of Directors or any Committee appointed by the Board of Directors, has the authority to determine the individuals to whom the equity awards are to be granted, the number of shares to be covered by each equity award, the vesting period, restrictions, if any, on the equity award, the terms and conditions of the equity award.

The following table summarizes stock-based compensation expense included in our Consolidated Statements of Operations:


	Fiscal Year Ended March 31,
	2015		2014		2013
Cost of goods sold	$	17,121	$	30,124	$	10,060
Selling and marketing		8,798		10,136		5,562
General and administrative		33,636		28,991		17,824
Research and development		5,691		8,867		2,319

Stock-based compensation expense	$	65,246	$	78,118	$	35,765



Capitalized stock-based compensation expense	$	17,423	$	26,156	$	6,964

During the fiscal years ended March 31, 2015, 2014 and 2013, we recorded $24,449, $16,807 and $8,789, respectively, of stock-based compensation expense for non-employee awards, which is included in general and administrative expenses in the table above.

We capitalize and amortize stock-based compensation awards in accordance with our software development cost accounting policy.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock unit awards granted to employees under our stock-based compensation plans generally vest annually over 3 years from the date of grant. Certain restricted stock awards granted to key officers, senior-level employees, and key employees vest based on market conditions, primarily related to the performance of the price of our common stock.

In June 2008, pursuant to the Management Agreement, we granted 600,000 shares of restricted stock to ZelnickMedia that vested annually over a three year period and 900,000 shares of market-based restricted stock that could have vested over a four year period through June 2012, provided that the Company's Total Shareholder Return (as defined in the relevant grant agreements) was at or higher than the 75th percentile of the NASDAQ Industrial Index measured annually on a cumulative basis. Because the price of our common stock did not achieve its performance targets, the 900,000 shares of market-based restricted stock were forfeited in June 2012. In April 2011, pursuant to the 2011 Management Agreement, we granted 1,100,000 shares of restricted stock to ZelnickMedia that will vest annually through May 15, 2015 and 1,650,000 shares of market-based restricted stock that will be eligible to vest through May 15, 2015, based on the Company's Total Shareholder Return (as defined in the relevant grant agreements) relative to the Total Shareholder Return of the companies that constitute the NASDAQ Composite Index measured annually on a cumulative basis. To earn all of the shares of market-based restricted stock, the Company must perform at the 75th percentile, or top quartile, of the NASDAQ Composite Index. The unvested portion of the shares of restricted stock granted pursuant to the 2011 Management Agreement as of March 31, 2015 and 2014 was 1,133,000 and 1,894,750 shares, respectively. For the fiscal years ended March 31, 2015, 2014 and 2013, we recorded expenses of $18,145, $16,807 and $8,789 of stock-based compensation (a component of general and administrative expenses) related to the shares of restricted stock granted pursuant to the 2011 Management Agreement.

In connection with the 2014 Management Agreement, on April 1, 2014, we granted 178,654 time-based restricted stock units to ZelnickMedia that will vest on April 1, 2016, provided that the 2014 Management Agreement has not been terminated prior to such vesting date. In addition, we granted 330,628 market-based restricted stock units that are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute the NASDAQ Composite Index as of the grant date measured over the two-year period ending on April 1, 2016. To earn the target number of 165,314 market-based restricted stock units, the Company must perform at the 50th percentile, with the maximum number of 330,628 market-based restricted units if the Company performs at the 75th percentile. Each reporting period, we remeasure the fair value of the unvested portion of the shares of market-based restricted units granted to ZelnickMedia. We also granted 110,208 performance-based restricted stock units, of which 50% are tied to "New IP" and 50% to "Major IP" (as defined in the relevant grant agreement), that are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of individual product releases of "New IP" or "Major IP" measured over the two-year period ending on April 1, 2016. The target number of performance-based restricted stock units that may be earned pursuant to these grants is 55,104, with a maximum number of 110,208 performance-based restricted stock units. Each reporting period, we assess the performance metric and upon achievement of certain thresholds record an expense for the unvested portion of the shares of performance-based restricted stock units. During the fiscal year ended March 31, 2015, the maximum target performance vesting condition for "New IP" and "Major IP" unit sales was achieved. As a result, the Company recorded an expense of approximately $420 in stock compensation for the fiscal year ended March 31, 2015.

The unvested portion of time-based, market-based and performance-based restricted units granted pursuant to the 2014 Management Agreement as of March 31, 2015 was 619,490. For the fiscal year ended March 31, 2015 we recorded an expense of $6,304 of stock-based compensation (a component of general and administrative expenses) related to the restricted stock units granted pursuant to the 2014 Management Agreement

We measure the fair value of our market-based awards to employees and non-employees using the Monte Carlo Simulation method, which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the award will be achieved. The

estimated value of market-based restricted stock awards granted to employees during the fiscal years ended March 31, 2015, 2014 and 2013 was $36.56, $15.73 and $9.36 per share, respectively.

Each reporting period, we remeasure the fair value of the unvested portion of the market-based restricted stock awards granted to ZelnickMedia. For the fiscal years ended March 31, 2015, 2014 and 2013, the estimated value of the awards granted to ZelnickMedia during the fiscal year ended March 31, 2012 was $24.21, $11.83 and $7.65 per share, respectively. The following table summarizes the weighted-average assumptions used in the Monte Carlo Simulation method:


	Fiscal Year Ended March 31,
	2015						2014						2013
	Employee Market-Based			Non-Employee Market-Based			Employee Market-Based			Non-Employee Market-Based			Employee Market-Based			Non-Employee Market-Based
Risk-free interest rate		0.4	%		0.1	%		0.6	%		0.2	%		0.6	%		0.3	%
Expected stock price volatility		31.9	%		33.7	%		39.1	%		36.5	%		49.3	%		40.0	%
Expected service period (years)		2.0			3.7			2.0			3.4			2.8			3.3
Dividends		None			None			None			None			None			None

The following table summarizes the activity in non-vested restricted stock awards to employees and ZelnickMedia under our stock-based compensation plans:


	Shares (in thousands)			Weighted Average Fair Value on Grant Date
Non-vested restricted stock at March 31, 2014		11,155		$	11.38
Granted		2,090			26.09
Vested		(3,576	)		14.38
Forfeited		(674	)		11.88

Non-vested restricted stock at March 31, 2015		8,995		$	17.52

As of March 31, 2015, the total future unrecognized compensation cost, net of estimated forfeitures, related to outstanding unvested restricted stock and restricted stock unit awards was approximately $107,014 and will be recognized as compensation expense on a straight-line basis over the remaining vesting period, or capitalized as software development costs.

Stock Options

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 vested over 36 months and expire 10 years from the date of grant. In November 2013, we entered into an amendment to the stock option agreement permitting ZelnickMedia to exercise the stock options on a "net exercise" basis. Each month, we remeasured the fair value of the unvested portion of such options and recorded 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 affected compensation expense or benefit recognized from period to period. In a net exercise of stock options, an optionee receives the number of shares equal to the number of options being exercised less the number of shares necessary to satisfy the cost to exercise the options. A net exercise of stock options results in fewer shares being issued and no cash proceeds provided to us when the net exercise option is exercised. On February 18, 2014, ZelnickMedia exercised its 2,009,075 stock options on a net exercise basis in exchange for 557,410 shares of the Company's common stock.

The following table summarizes the activity in stock options awarded to employees and ZelnickMedia under our stock-based compensation plans and also includes non-plan options:


	Fiscal Year Ended March 31,
	2015				2014					2013
(options in thousands)	Options		Weighted Average Exercise Price		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding at beginning of period		—	$	—		2,009		$	14.74		2,164		$	15.16
Exercised(1)		—		—		(2,009	)		14.74		—			—
Forfeited		—		—		—			—		(155	)		20.59

Outstanding at end of period		—	$	—		—		$	—		2,009		$	14.74



Exercisable at period-end		—	$	—		—		$	—		2,009		$	14.74
Remaining weighted average contractual life of options exercisable (years)				—					4.4					5.0
Aggregate intrinsic value			$	—				$	2,833				$	1,296

(1)

Includes options that were exercised through net share settlement. As a result, only 557 shares were issued with no corresponding option cost in fiscal year ended March 31, 2014.

Valuation Assumptions

Generally, our assumptions are based on historical information and judgment is required to determine if historical trends could be indicators of future outcomes. For the fiscal years ended March 31, 2015, 2014 and 2013, we estimated stock price volatility of all stock-based compensation awards using a combination of historical volatility and implied volatility for publicly traded options on our common stock. In addition, stock-based compensation expense is calculated based on the number of awards that are ultimately expected to vest, and therefore are reduced for estimated forfeitures. Our estimate of expected forfeitures is based on our historical annual forfeiture rate of 5%. The estimated forfeiture rate, which is evaluated at each balance sheet date throughout the life of the award, provides a time-based adjustment of forfeited shares. The estimated forfeiture rate is reassessed at each balance sheet date and may have changed based on new facts and circumstances.

Share Repurchase Program

In January 2013, our Board of Directors authorized the repurchase of up to 7,500,000 shares of our common stock. The authorization permits the Company to purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any purchases at any specific time or situation. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company's financial performance and other conditions. The program may be suspended or discontinued at any time for any reason. The Company did not repurchase any shares of its common stock during the fiscal year ended March 31, 2015. During the fiscal year ended March 31, 2014, the Company repurchased approximately 4,217,000 shares of its common stock in the open market for approximately $73,325, including commissions of $42, as part of the program. As of March 31, 2015, up to approximately 3,283,000 shares of our common stock remain available for repurchase under the Company's share repurchase authorization. On May 13, 2015, our Board of Directors approved an increase to the share repurchase authorization, increasing the total number of shares that the Company is permitted to repurchase to up to 10,000,000 shares of our common stock.

Repurchase from Icahn Group

In November 2013, the Company entered into a Purchase Agreement with High River Limited Partnership, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP (collectively, the "Icahn Group"), pursuant to which the Company repurchased approximately 12,021,000 shares of the Company's common stock owned by the Icahn Group, at a price per share of $16.93, resulting in an aggregate purchase price of approximately $203,511 (the "Repurchase Transaction"). The closing of the Repurchase Transaction occurred on November 26, 2013. The Repurchase Transaction was conducted outside the Company's share repurchase program described above.

All of the repurchased shares are classified as treasury stock in our Consolidated Balance Sheets.

14. SEGMENT AND GEOGRAPHIC INFORMATION

We have one reportable segment which is our operating segment where we are a publisher of interactive software games designed for console systems, handheld gaming systems and personal computers, including smart phones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services. Our reporting segment is based upon our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Executive Officer, our Chief Operating Decision Maker ("CODM") to evaluate performance. The Company's operations involve similar products and customers worldwide. We are centrally managed and the CODM primarily uses consolidated financial information supplemented by sales information by product category, major product title and platform to make operational decisions and assess financial performance. Our business consists of our Rockstar Games and 2K labels which represent a single reportable segment (the "publishing segment") based upon their similar economic characteristics, products and distribution methods. Revenue earned from our publishing segment is primarily derived from the sale of internally developed software titles and software titles developed on our behalf by third-parties.

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


	Fiscal Year Ended March 31,
Net revenue by geographic region:	2015		2014		2013
United States	$	623,080	$	1,093,918	$	710,488
Europe		322,645		903,610		328,003
Asia Pacific		69,923		178,816		88,427
Canada and Latin America		67,290		174,224		87,565

Total net revenue	$	1,082,938	$	2,350,568	$	1,214,483

Net revenue by product platform was as follows:


	Fiscal Year Ended March 31,
Net revenue by product platform:	2015		2014		2013
Console	$	881,516	$	2,148,494	$	975,994
PC and other		201,422		202,074		238,489

Total net revenue	$	1,082,938	$	2,350,568	$	1,214,483

Our products are delivered through physical retail and digital online services (digital download, online platforms and cloud streaming). Net revenue by distribution channel was as follows:


	Fiscal Year Ended March 31,
Net revenue by distribution channel:	2015		2014		2013
Physical retail and other	$	627,639	$	1,978,598	$	958,355
Digital online		455,299		371,970		256,128

Total net revenue	$	1,082,938	$	2,350,568	$	1,214,483

15. INTEREST AND OTHER, NET


	Fiscal Year Ended March 31,
	2015			2014			2013
Interest expense, net	$	(29,901	)	$	(33,961	)	$	(30,763	)
Foreign currency exchange gain (loss)		(2,068	)		209			(778	)
Other		76			199			190

Interest and other, net	$	(31,893	)	$	(33,553	)	$	(31,351	)

16. OTHER COMPREHENSIVE INCOME

The following table provides the components of accumulated other comprehensive income (loss):


	Foreign currency translation adjustments			Unrealized gain (loss) on derivative instruments		Unrealized gain (loss) on available- for-sales securities			Total
Balance at March 31, 2013	$	(4,916	)	$	344	$	—		$	(4,572	)
Other comprehensive income before reclassifications		6,447			241					6,688
Amounts reclassified from accumulated other comprehensive income (loss)		—			—		—			—

Balance at March 31, 2014	$	1,531		$	585	$	—		$	2,116
Other comprehensive (loss) income before reclassifications		(32,747	)		32		(25	)		(32,740	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			—		—			—

Balance at March 31, 2015	$	(31,216	)	$	617	$	(25	)	$	(30,624	)

17. SUPPLEMENTARY FINANCIAL INFORMATION

The following table provides details of our valuation and qualifying accounts:


	Beginning Balance		Additions(1)		Deductions			Other			Ending Balance
*Fiscal Year Ended March 31, 2015*
Valuation allowance for deferred income taxes	$	40,774	$	92,694	$	—		$	—		$	133,468



Sales returns, price protection and other allowances	$	74,078	$	50,114	$	(57,982	)	$	3,095		$	69,305
Allowance for doubtful accounts		1,440		—		(274	)		—			1,166

Total accounts receivable allowances	$	75,518	$	50,114	$	(58,256	)	$	3,095		$	70,471



Fiscal Year Ended March 31, 2014
Valuation allowance for deferred income taxes	$	132,912	$	—	$	(92,138	)	$	—		$	40,774



Sales returns, price protection and other allowances	$	62,880	$	138,050	$	(127,458	)	$	606		$	74,078
Allowance for doubtful accounts		1,201		736		(497	)		—			1,440

Total accounts receivable allowances	$	64,081	$	138,786	$	(127,955	)	$	606		$	75,518



Fiscal Year Ended March 31, 2013
Valuation allowance for deferred income taxes	$	134,168	$	—	$	(1,256	)	$	—		$	132,912



Sales returns, price protection and other allowances	$	50,290	$	109,107	$	(95,901	)	$	(616	)	$	62,880
Allowance for doubtful accounts		712		487		—			2			1,201

Total accounts receivable allowances	$	51,002	$	109,594	$	(95,901	)	$	(614	)	$	64,081

(1)

Includes price concessions of $16,669, $65,996 and $66,207; returns of $9,043, $23,299 and $14,976; and other sales allowances including rebates, discounts and cooperative advertising of $24,402, $48,755 and $27,924 for the fiscal years ended March 31, 2015, 2014 and 2013, respectively.

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following tables set forth quarterly supplementary data for each of the years in the two-year period ended March 31, 2015:


	Quarter
Fiscal Year Ended March 31, 2015	First			Second			Third			Fourth
Net revenue	$	125,425		$	126,277		$	531,147		$	300,089
Software development costs and royalties		20,306			16,343			108,214			86,752
Product costs		18,592			18,761			102,068			39,389
Licenses		6,960			4,499			53,632			12,634
Internal royalties		8,298			12,413			14,099			271,907

Cost of goods sold		54,156			52,016			278,013			410,682

Gross profit (loss)		71,269			74,261			253,134			(110,593	)

Selling and marketing		36,846			49,136			96,892			52,467
General and administrative		39,352			43,975			53,564			38,202
Research and development		24,132			24,533			31,221			35,157
Depreciation and amortization		4,148			5,130			5,845			5,934

Total operating expenses		104,478			122,774			187,522			131,760

Income (loss) from operations		(33,209	)		(48,513	)		65,612			(242,353	)
Interest and other, net		(7,719	)		(7,512	)		(9,458	)		(7,204	)
Gain on long-term investments, net		—			18,976			(1,500	)		—

Income (loss) from continuing operations before income taxes		(40,928	)		(37,049	)		54,654			(249,557	)

Provision (benefit) for income taxes		(5,525	)		4,320			14,561			(6,766	)

Net income (loss)	$	(35,403	)	$	(41,369	)	$	40,093		$	(242,791	)



Earnings (loss) per share:
Continuing operations	$	(0.45	)	$	(0.51	)	$	0.46		$	(2.99	)
Discontinued operations		—			—			—			—

Basic earnings (loss) per share	$	(0.45	)	$	(0.51	)	$	0.46		$	(2.99	)



Continuing operations	$	(0.45	)	$	(0.51	)	$	0.42		$	(2.99	)
Discontinued operations		—			—			—			—

Diluted earnings (loss) per share	$	(0.45	)	$	(0.51	)	$	0.42		$	(2.99	)


	Quarter
Fiscal Year Ended March 31, 2014	First			Second			Third			Fourth
Net revenue	$	142,667		$	148,824		$	1,863,869		$	195,208
Software development costs and royalties		53,728			51,090			200,333			28,299
Product costs		30,987			33,142			374,710			39,022
Licenses		6,187			2,969			42,522			12,734
Internal royalties		2,940			5,262			502,169			28,233

Cost of goods sold		93,842			92,463			1,119,734			108,288

Gross profit		48,825			56,361			744,135			86,920

Selling and marketing		41,601			101,342			70,476			27,577
General and administrative		32,860			43,023			34,718			50,773
Research and development		20,871			26,520			29,233			28,632
Depreciation and amortization		3,057			3,367			3,413			3,522

Total operating expenses		98,389			174,252			137,840			110,504

(Loss) income from operations		(49,564	)		(117,891	)		606,295			(23,584	)
Interest and other, net		(9,322	)		(10,747	)		(5,949	)		(7,535	)
Loss on extinguishment of debt		—			(9,014	)		—			—
Gain on convertible note hedge and warrants, net		(1,911	)		5,372			—			—

(Loss) income from continuing operations before income taxes		(60,797	)		(132,280	)		600,346			(31,119	)

Provision (benefit) for income taxes		1,087			(8,185	)		21,902			(345	)

Loss (income) from continuing operations		(61,884	)		(124,095	)		578,444			(30,774	)
Loss from discontinued operations, net of taxes		(30	)		(25	)		(18	)		(13	)

Net (loss) income	$	(61,914	)	$	(124,120	)	$	578,426		$	(30,787	)



Earnings (loss) per share:
Basic earnings (loss) per share	$	(0.71	)	$	(1.40	)	$	5.88		$	(0.40	)



Diluted earnings (loss) per share	$	(0.71	)	$	(1.40	)	$	4.69		$	(0.40	)

Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per share information may not equal annual basic and diluted earnings per share.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	By:	/s/ STRAUSS ZELNICK Strauss Zelnick Chairman and Chief Executive Officer
May 21, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.


Signature	Title	Date

/s/ STRAUSS ZELNICK Strauss Zelnick	Chairman and Chief Executive Officer (Principal Executive Officer)	May 21, 2015
/s/ LAINIE GOLDSTEIN Lainie Goldstein	Chief Financial Officer (Principal Financial and Accounting Officer)	May 21, 2015
/s/ MICHAEL DORNEMANN Michael Dornemann	Lead Independent Director	May 21, 2015
/s/ ROBERT A. BOWMAN Robert A. Bowman	Director	May 21, 2015
/s/ J MOSES J Moses	Director	May 21, 2015
/s/ MICHAEL SHERESKY Michael Sheresky	Director	May 21, 2015
/s/ SUSAN TOLSON Susan Tolson	Director	May 21, 2015

Previous: Item 14. Principal Accounting Fees and Services