Take-Two Interactive (TTWO) 10-K risk factor changes: FY2017 vs FY2016

[removed: _Our] [added: Our] business is subject to many risks and uncertainties, which may affect our future financial performance.

Because of the risks and uncertainties described below, as well as other factors affecting our operating results and financial condition, past financial performance should not be considered to be a reliable indicator of future performance and our business and financial performance could be harmed and the market value of our securities could [removed: decline._][added: decline.]

[removed: Risks] [added: Risks] relating to our business

[removed: _We] [added: We] are dependent on the future success of our Grand Theft Auto products and we must continue to publish "hit" titles or sequels to such "hit" titles in order to compete successfully in our [removed: industry._][added: industry.]

[removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] and certain of our other titles are "hit" products and have historically accounted for a substantial portion of our revenue.

[removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] products contributed [removed: 54.5%] [added: 38.2%] of the Company's net revenue for the fiscal year ended March 31, [removed: 2016] [added: 2017] and the five best-selling franchises (including [removed: _Grand] [added: Grand] Theft [removed: Auto_),] [added: Auto),] which may change year over year, in the aggregate accounted for [removed: 93.7%] [added: 89.8%] of the Company's net revenue for the fiscal year ended March 31, [removed: 2016.][added: 2017.]

[removed: _We] [added: We] are subject to product development risks which could result in delays and additional costs, and we must adapt to changes in software [removed: technologies._][added: technologies.]

[removed: _The] [added: The] inability of our products to achieve significant market acceptance, delays in product releases or disruptions following the commercial release of our products may have a material adverse effect on our business, financial condition and operating [removed: results._][added: results.]

[removed: _Our] [added: Our] business is subject to our ability to develop commercially successful products for the current video game [removed: platforms._][added: platforms.]

We derive most of our revenue from the sale of products made for video game platforms manufactured by third parties, such as Sony's PS4 and PS3 and Microsoft's Xbox One and Xbox 360, which comprised [removed: 82.6%] [added: 81.0%] of the Company's net revenue by product platform for the fiscal year ended March 31, [removed: 2016.][added: 2017.]

[removed: _Connectivity] [added: Connectivity] issues could affect our ability to sell and provide online services for our products and could affect our [removed: profitability._][added: profitability.]

[removed: _Our] [added: Our] business could be adversely affected if our consumer data protection measures are not seen as adequate or there are breaches of our security measures or unintended disclosures of our consumer [removed: data._][added: data.]

[added: These third] party networks, as well as our own internal systems and websites, and the security measures related thereto may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our customers' data or our data, including our intellectual property and other confidential business information, or our information technology systems.

[removed: _The] [added: The] laws and regulations concerning data privacy and certain other aspects of our business are continually evolving.

Failure to comply with these laws and regulations could harm our [removed: business._][added: business.]

Certain [removed: aspects of our] activities [removed: are subject to the E.U.-U.S. Privacy Shield and certain activities] related to E.U. customers are registered with our U.K. data controller.

Privacy and data protection laws are rapidly changing and likely will continue to do so for the foreseeable future, which could [added: have an] impact [added: on] our approach to operating and marketing our games.

The U.S. government, including the Federal Trade Commission and the Department of Commerce, [removed: is continuing] [added: also continue] to review the need for greater [added: or different] regulation over the collection of personal information and information about consumer behavior on the Internet and on mobile [removed: devices,] [added: devices.Various government] and [removed: the E.U. has proposed reforms to its existing data protection legal framework.][added: consumer agencies worldwide have also called for new regulation and changes in industry practices.]

If we fail to comply with our posted privacy policy, EULAs, or terms of service, or if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, [removed: impact] [added: affect] our financial condition and harm our business.

If regulators, the media, or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, negatively [removed: impact] [added: affect] our financial condition, and damage our business.

[added: If that were to occur we may be required to seek licenses, authorizations or approvals from relevant] regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs.

[removed: Changes] in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may lessen the growth of the interactive entertainment industry and impair our business, financial condition, and operating results.

[removed: _Security] [added: Security] breaches involving the source code for our products or other sensitive and proprietary information could adversely affect our [removed: business._][added: business.]

[removed: _We] [added: We] rely on complex information technology systems and networks to operate our business.

Any significant system or network disruption could [removed: negatively] [added: have a negative] impact [added: on] our [removed: business._][added: business.]

Information technology system or network failure or security breach could negatively [removed: impact] [added: affect] our business continuity, operations and financial results.

[removed: _Our] [added: Our] efforts to expand into new products and services may subject us to additional [removed: risks._][added: risks.]

There is no assurance that we will be able to attract a sufficiently large number of customers or recover costs incurred for developing and marketing [added: any of] these new products or services.

External factors, such as competitive alternatives and shifting market preferences, may also [added: have an] impact [added: on] the successful implementation of any new products or services.

[removed: _We] [added: We] depend on our key management and product development [removed: personnel._][added: personnel.]

We are also highly dependent on the expertise, skills and knowledge of certain of our Rockstar employees and other key creative personnel responsible for content creation and development of our [removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] titles and titles based on other brands.

[removed: _Declines] [added: Declines] in consumer spending and other adverse changes in the economy could have a material adverse effect on our business, financial condition and operating [removed: results._][added: results.]

[removed: _Changes] [added: Changes] in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial [removed: condition._][added: condition.]

We earn a significant amount of our operating [removed: income,] [added: income] and hold a significant portion of our cash, outside the U.S. Any repatriation of funds currently held in foreign jurisdictions may result in higher effective tax rates for the Company.

In addition, there have been proposals to change U.S. tax laws that would significantly [removed: impact] [added: affect] how U.S. multinational corporations are taxed on foreign earnings.

[removed: _Unclaimed] [added: Unclaimed] property audits by governmental authorities could adversely [removed: impact] [added: affect] our operating [removed: results._][added: results.]

[removed: _Our] [added: Our] quarterly operating results are dependent on the release of "hit" titles and are highly seasonal which may cause our quarterly operating results to fluctuate [removed: significantly._][added: significantly.]

Demand for and sales of titles in our [removed: _NBA 2K_] [added: NBA 2K] series are also seasonal in that they are typically released just prior to the start of the NBA season.

[removed: _Price] [added: Price] protection granted to our customers and returns of our published titles by our customers may adversely affect our operating [removed: results._][added: results.]

[removed: _Increased] [added: Increased] sales of used video game products could lower our [removed: sales._][added: sales.]

Further, the failure to pursue the development of new technology, platforms, or business models that obtain meaningful commercial success in a timely manner may negatively affect our business, resulting in increased production costs and more strenuous competition.

In addition, after four years of preparation and debate, the E.U. Parliament approved the general Data Protection Regulation ("GDPR") on April 14, 2016.

GDPR will become effective in May 2018, and will replace the existing Data Protection Directive 95/46/EC.

Changes

We have also grown our product offerings that are available through digital download, including virtual currency, through our existing franchises such as Grant Theft Auto and NBA 2K as well as through product offerings by newly acquired Social Point and other mobile product offerings.

For example, we may offer games that do not attract sufficient purchases of virtual currency, which may cause our investments into this product space, such as through our recent acquisition of Social Point, to fail to realize the expected benefits.

An increase in the number of lawsuits filed by the families of victims of violence may trigger supplemental governmental scrutiny, damage our reputation, and negatively affect the sale of our products.

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.” On March 29, 2017, the U.K. notified the European Council, in accordance with Article 50 of the Treaty on European Union, of the U.K.’s intention to withdraw from the European Union.

As a result, it is expected that the British government will begin negotiating the terms of the U.K.’s future relationship with the E.U. The effects of Brexit will depend on any agreements the U.K. makes to retain access to the E.U. markets either during a transitional period or more permanently.

The measures could potentially disrupt the markets we serve and may cause us to lose customers, distributors and employees.

If the U.K. loses access to the single E.U. market and the global trade deals negotiated by the E.U., it could have a detrimental impact on our U.K. growth.

Such a decline could also make our doing business in Europe more difficult, which could negatively affect sales to consumers of our products.

Without access to the single E.U. market, it may be more challenging and costly to distribute our products in Europe.

In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace and replicate.

If there are changes to U.K. immigration policy as a result of Brexit, this could affect our employees and their ability to move freely between the E.U. member states for work related matters.

Nonetheless, our software is susceptible to piracy and unauthorized copying, and third-parties may potentially exploit or misappropriate our intellectual property and proprietary information, causing significant reputational damage.

In addition, we believe that interactive entertainment software will increasingly become the subject of claims that such software infringes on the intellectual property

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| • | the possibility that significant acquisitions, when not managed cautiously, may result in the over-extension of our existing operating infrastructures, internal controls and information technology systems. |

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or acquired in-process technology, or other increased cash and non-cash expenses such as stock-based compensation.

Further, as we increase our downloadable content and

These third

The European Commission and the U.S. government have recently agreed to a new framework for transatlantic data flows known as the "E.U.-U.S. Privacy Shield," which is intended to replace the Safe Harbor regime, but the details of how this will operate in practice and the compliance implications for our business are not yet clear.

Various government and consumer agencies worldwide have also called for new regulation and changes in industry practices.

If that were to occur we may be required to seek licenses, authorizations or approvals from relevant

We have also grown our product offerings that are available through digital download.

advertising rates or other media placement costs increase, these factors could have a material adverse influence on our business, financial condition and operating results.

resources to satisfy our contractual commitments to such developers.

This will also require us to dedicate capital to

Our software is susceptible to piracy and unauthorized copying.

Unauthorized third-parties

Our Second Amended and Restated Credit Agreement (as amended, the "Credit Agreement") and the indentures governing our 1.75% Convertible Notes due 2016 in November 2011 (" the 1.75% Convertible

relating to the way we account for revenue, could have a significant adverse effect on our reported results although not necessarily on our cash flows.

potential acquirer would be required to assume our obligations related to any outstanding Convertible Notes.

[removed: Overview][added: Overview]

[removed: _Our Business_][added: Our Business]

We expect Rockstar Games, our wholly-owned publisher of the [removed: _Grand] [added: Grand] Theft [removed: Auto_, _Max Payne_, _Midnight Club_, _Red Dead_] [added: Auto, Max Payne, Midnight Club, Red Dead] and other popular franchises, to continue to be a leader in the action / adventure product category and to create groundbreaking entertainment by leveraging our existing titles as well as by developing new brands.

We believe that Rockstar has established a uniquely original, popular cultural phenomenon with its [removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 240] [added: 260] million units.

The latest installment, [removed: _Grand] [added: Grand] Theft Auto [removed: V_,] [added: V,] was released on Sony's PS3 and Microsoft's Xbox 360 in September 2013, on Sony's PS4 and Microsoft's Xbox One in November 2014, and on PC in April 2015.

[removed: _Grand] [added: Grand] Theft Auto [removed: V_] [added: V] includes access to [removed: _Grand] [added: Grand] Theft Auto [removed: Online_,] [added: Online,] which initially launched in October 2013.

Rockstar Games is also well known for developing brands in other genres, including the [removed: _L.A.][added: L.A. Noire, Bully and Manhunt franchises.]

2K's internally owned and developed franchises include the critically acclaimed, multi-million unit selling [removed: _BioShock_, _Mafia_, _Sid] [added: BioShock, Mafia, Sid] Meier's [removed: Civilization_] [added: Civilization] and [removed: _XCOM_] [added: XCOM] series.

In May 2016, 2K launched [removed: _Battleborn_,] [added: Battleborn,] a new [added: brand created by Gearbox Software, the makers of Borderlands.]

2K also publishes successful externally developed franchises, such as [removed: _Borderlands_] [added: Borderlands] and [removed: _Evolve_.][added: Evolve.]

2K's realistic sports simulation titles include our flagship [removed: _NBA 2K_] [added: NBA 2K] series, which continues to be the top-ranked NBA basketball video game, and the [removed: _WWE 2K_] [added: WWE 2K] professional wrestling series.

In October 2012, [removed: _NBA] [added: NBA] 2K [removed: Online_,] [added: Online,] our free-to-play NBA simulation game, which was co-developed by 2K and Tencent, launched commercially on the Tencent Games portal in China.

[removed: _Trends] [added: Trends] and Factors Affecting our [removed: Business_][added: Business]

[removed: _Product Release Schedule._] Our financial results are affected by the timing of our product releases and the commercial success of those titles.

Our [removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] products in particular have historically accounted for a significant portion of our revenue.

Sales of [removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] products generated [removed: 54.5%] [added: 38.2%] of our net revenue for the fiscal year ended March 31, [removed: 2016.][added: 2017.]

The timing of our [removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] product releases may affect our financial performance on a quarterly and annual basis.

[removed: _Economic Environment and Retailer Performance._] We continue to monitor economic conditions that may unfavorably affect our businesses, such as deteriorating consumer demand, pricing pressure on our products, credit quality of our receivables, and foreign currency exchange rates.

Our five largest customers accounted for [removed: 58.9%, 64.6%] [added: 65.5%, 58.9%] and [removed: 39.4%] [added: 64.6%] of net revenue during the fiscal years ended March 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

As of March 31, [removed: 2016] [added: 2017] and [removed: 2015, our] [added: 2016,] five [removed: largest] customers comprised [removed: 73.9%] [added: 69.9%] and [removed: 63.9%] [added: 73.9%] of our gross accounts receivable, respectively, with our significant customers (those that individually comprised more than 10% of our gross accounts receivable balance) accounting for [removed: 64.1%] [added: 57.6%] and [removed: 54.5%] [added: 64.1%] of such balance at March 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

We had [removed: three] [added: two] customers who accounted for [removed: 35.2%, 16.8%] [added: 40.2%] and [removed: 12.1%] [added: 17.4%] of our gross accounts receivable as of March 31, [removed: 2016] [added: 2017] and three customers who accounted for [removed: 18.5%, 18.4%] [added: 35.2%, 16.8%] and [removed: 17.6%] [added: 12.1%] of our gross accounts receivable as of March 31, [removed: 2015.][added: 2016.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

[removed: _Hardware Platforms._] We derive most of our revenue from the sale of products made for video game consoles manufactured by third-parties, such as Sony's PS4 and PS3 and Microsoft's Xbox One and Xbox 360, which comprised [removed: 82.6%] [added: 81.0%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2016.][added: 2017.]

[added: Accordingly, our strategy is to focus our development efforts on a select number of the] highest quality titles for these platforms, while also expanding our offerings for emerging platforms such as tablets, smartphones and online games.

[removed: _Online Content and Digital Distribution._] The interactive entertainment software industry is delivering a growing amount of content through digital online delivery methods.

Note 17 to the Consolidated Financial Statements, "Segment and Geographic Information," discloses that net revenue from digital online channels comprised [removed: 49.3%] [added: 51.8%] of our net revenue by distribution channel for the fiscal year ended March 31, [removed: 2016.][added: 2017.]

[removed: _Product Releases_][added: Product Releases]

We released the following key titles in fiscal year [removed: 2016:][added: 2017:]

| [removed: Title] [added: Title] | | [removed: Publishing Label] [added: Publishing Label] | | [removed: Internal] [added: Internal] or External [removed: Development] [added: Development] | | [removed: Platform(s)] [added: Platform(s)] | | [removed: Date Released] [added: Date Released] |

| [removed: _NBA 2K16_] [added: NBA 2K17] | | 2K | | Internal | | Xbox 360, Xbox One, PS3, PS4, PC | | September [removed: 29, 2015] [added: 20, 2016] |

| [removed: _WWE 2K16_] [added: WWE 2K17] | | 2K | | Internal/External | | Xbox 360, Xbox One, PS3, PS4 | | October [removed: 27, 2015] [added: 11, 2016] |

[removed: _Product Pipeline_][added: Product Pipeline]

| [removed: Title] [added: Title] | | [removed: Publishing Label] [added: Publishing Label] | | [removed: Internal] [added: Internal] or External [removed: Development] [added: Development] | | [removed: Platform(s)] [added: Platform(s)] | | [removed: Expected] [added: Expected] Release [removed: Date] [added: Date] |

| [removed: _Battleborn_] [added: Battleborn] | | 2K | | External | | Xbox One, PS4, PC | | May 3, 2016 [removed: (released)] |

| [removed: _NBA 2K17_] [added: NBA 2K18] | | 2K | | Internal | | Xbox 360, Xbox One, PS3, PS4, [added: Switch,] PC | | September [removed: 2016] [added: 19, 2017] |

| [removed: _Mafia III_] [added: Mafia III] | | 2K | | Internal | | Xbox One, PS4, PC | | October 7, 2016 |

| [removed: _Sid] [added: Sid] Meier's Civilization [removed: VI_] [added: VI] | | 2K | | Internal | | PC | | October 21, 2016 |

| [removed: _WWE 2K17_] [added: WWE 2K18] | | 2K | | Internal/External | | TBA | | [removed: October 2016] [added: Fall 2017] |

[removed: _Fiscal 2016] [added: Fiscal 2017] Financial [removed: Summary_][added: Summary]

Our net revenue for fiscal year ended March 31, [removed: 2016] [added: 2017] was led by titles from a variety of our top franchises, primarily [removed: _Grand] [added: Grand] Theft [removed: Auto_, _NBA 2K_] [added: Auto, NBA 2K] and [removed: _WWE 2K._ Our net revenue increased to $1,413.7 million, an increase of $330.8 million or 30.5% compared to the fiscal year ended March 31, 2015.][added: WWE 2K.]

On January 31, 2017, Take-Two acquired privately-held Social Point (refer to Note 23 of our Consolidated Financial Statements).

Founded in 2008 and headquartered in Barcelona, Spain, Social Point is a highly-successful free-to-play mobile game developer and publisher that focuses on delivering high-quality, deeply-engaging entertainment experiences.

Social Point currently has multiple profitable titles in the market, including its two most successful games, Dragon City and Monster Legends.

In addition, Social Point has a robust development pipeline with a number of exciting games planned for launch over the next two years.

Social Point’s games currently are available in North America, Latin America and EMEA, and approximately 50% of its revenue is derived from the United States.

In 2016, over 90% of its revenue was generated from mobile platforms.

Product Release Schedule.

Economic Environment and Retailer Performance.

Hardware Platforms.

Online Content and Digital Distribution.

| BioShock: The Collection | | 2K | | Internal/External | | Xbox One, PS4, PC (digital download only) | | September 13, 2016 |

| XCOM 2 | | 2K | | Internal | | Xbox One, PS4 | | September 27, 2016 |

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| Red Dead Redemption 2 | | Rockstar Games | | Internal | | PS4, XBox One | | Spring 2018 |

Our net revenue increased to $1,779.7 million, an increase of $366.1 million or 25.9% compared to the fiscal year ended March 31, 2016.

Our operating income for the fiscal year ended March 31, 2017 increased compared to the operating loss for fiscal year ended March 31, 2016, due primarily to higher gross profit from sales of our titles and the business reorganization charges incurred in 2016 not recurring in 2017, offset by higher operating expenses, primarily as a result of an increase in selling and marketing expense.

Net cash used in investing and financing activities related primarily to our acquisition of Social Point and the net share settlements of stock-based awards.

Because the service period for our online-enabled games with significant PCS is not an explicitly defined period, we must make an estimate of the service offering period for purposes of recognizing revenue.

The estimated service period for current deferred title offerings is based on our estimate of the economic game life of the respective title.

Determining the estimated service period (or economic game life) is inherently subjective and is subject to regular revision based on numerous factors and considerations.

The factors that we primarily consider as part of our process of initially determining and subsequently reassessing estimated service periods for our titles include:

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| • | the period of time over which the substantial majority of a respective title’s estimated lifetime game sales and in-game virtual currency sales are expected to occur; |

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| • | the period of time over which we plan to provide free unspecified add-on content updates, maintenance or other remaining material online support services associated with our online-enabled games; |

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| • | the time over which we plan to dedicate internal resources to support the online functionality of a title; |

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| • | known and expected online gameplay trends; |

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| • | the nature of the game (e.g., annual title, genre, period of time between franchise title releases, etc.); and |

We develop and publish products through our two wholly-owned labels Rockstar Games and 2K.

Noire_, _Bully_ and _Manhunt_ franchises.

brand created by Gearbox Software, the makers of _Borderlands_.

In addition, in December 2015, _Civilization Online_, our free-to-play massively multiplayer online game developed by South Korean-based studio XLGAMES, launched in South Korea.

Accordingly, our strategy is to focus our development efforts on a select number of the

| _Grand Theft Auto V_ | | Rockstar Games | | Internal | | PC | | April 14, 2015 |

| _WWE 2K15_ | | 2K | | Internal/External | | PC | | April 28, 2015 |

| _XCOM 2_ | | 2K | | Internal | | PC, Mac, Linux | | February 5, 2016 |

Our operating loss for the fiscal year ended March 31, 2016 decreased compared to the fiscal year ended March 31, 2015, due primarily to higher revenues from our _Grand Theft Auto_ franchise and higher gross profit, due primarily to lower internal royalties as a percentage of revenue due to the timing of when internal royalties are earned.

The increase in gross profit was partially offset by $71.3 million in business reorganization expenses.

customer support ("PCS") which generally includes additional free unspecified add-on content updates, maintenance, and online support services.

When software products provide PCS determined to be significant and as we are unable to establish VSOE for that deliverable, we defer all of the software-related revenues and the related cost of goods sold and 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).

The change in estimate resulted in a decrease in net revenues of $40.2 million and income from operations of $35.8 million to our fiscal 2016 financial results.

We expect this change in estimated service period to have a material impact to our fiscal 2017 and fiscal 2018 financial results.

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.

Using the income approach requires the use of financial models, which require us to make various estimates including, but

These awards are accounted for as liability awards and we apply variable accounting to these 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.

Early adoption is not permitted.

earliest period presented using a modified retrospective approach.

Early adoption is permitted.

_Classification of Deferred Taxes_

In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." This new guidance simplifies the balance sheet classification of deferred taxes by requiring all deferred taxes to be presented as noncurrent assets or liabilities.

We adopted ASU 2015-17 prospectively during the fourth quarter of fiscal 2016, therefore, prior periods have not been restated to conform to current presentation.

The adoption of ASU 2015-17 did not have a material effect on our Consolidated Financial Statements.

_Presentation of Debt Issuance Costs_

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("AUS 2015-03").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.

We adopted ASU 2015-03 during the third quarter of fiscal 2016, and it did not have a material effect on our Consolidated Financial Statements.

The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized.

In March 2016, the FASB amended ASU 2014-09 by issuing ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) which clarifies the implementation guidance on principal versus agent considerations included in ASU 2014-09.

The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing which clarifies the implementation guidance on licensing and identifying performance obligations.

[removed: _Interest] [added: Interest] Rate [removed: Risk_][added: Risk]

As of March 31, [removed: 2016,] [added: 2017,] we had [removed: $470.8] [added: $448.9] million of short-term investments which included [removed: $205.3] [added: $273.2] million of available-for-sale securities.

We also had [removed: $798.7] [added: $943.4] million of cash and cash equivalents that are comprised primarily of money market funds and bank-time deposits.

We determined that, based on the composition of our investment portfolio, there was no material interest rate risk exposure to our Consolidated Financial Statements or liquidity as of March 31, [removed: 2016.][added: 2017.]

Under our Credit Agreement, outstanding balances bear interest at our election of (a) 0.25% to 0.75% above a certain base rate [removed: (3.75%] [added: (4.25%] at March 31, [removed: 2016),] [added: 2017),] or (b) 1.25% to 1.75% above the LIBOR rate (approximately [removed: 1.68%] [added: 2.23%] at March 31, [removed: 2016),] [added: 2017),] with the margin rate subject to the achievement of certain average liquidity levels.

At March 31, [removed: 2016,] [added: 2017,] there were no outstanding borrowings under our Credit Agreement.

The [removed: 1.75% Convertible Notes and the] 1.00% Convertible Notes pay interest semi-annually at a fixed rate of [removed: 1.75% and 1.00%, respectively,] [added: 1.00%] per [removed: annum] [added: annum,] and we expect that there will be no fluctuation related to the [added: 1.00%] Convertible Notes affecting our cash component of interest expense.

[removed: _Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk_][added: Risk]

For the fiscal year ended March 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] our foreign currency translation adjustment loss was [removed: $7.4] [added: $9.1] million and [removed: $32.7] [added: $7.4] million, respectively.

We recognized a foreign currency exchange transaction [removed: loss] [added: gain] of [removed: $1.4 million and $2.1] [added: $5.0] million for [removed: the] fiscal [removed: years] [added: year] ended March 31, [removed: 2016 and 2015, respectively,] [added: 2017,] and [removed: a foreign currency exchange transaction gain] [added: losses] of [removed: $0.2] [added: $1.4] million [added: and $2.1 million million] for the fiscal [removed: year] [added: years] ended March 31, [removed: 2014,] [added: 2016, and 2015 respectively,] in interest and other, net in our Consolidated Statements of Operations.

[removed: _Balance] [added: Balance] Sheet Hedging [removed: Activities_][added: Activities]

At March 31, [removed: 2015,] [added: 2017,] we had [removed: $4.1] [added: $9.2] million of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $72.5] [added: $177.5] million 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, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] we recorded gains of [added: $7.2 million,] $0.1 [removed: million] [added: million,] and $18.5 [removed: million and a loss of $18.4] million, respectively, related to foreign currency forward contracts in interest and other, net on the Consolidated Statements of Operations.

As of March 31, [added: 2017 and] 2016 the fair value of these outstanding forward contracts was a loss of [removed: $0.1] [added: $0.4] million and [added: $0.1 million, respectively, and] is included in accrued and other current liabilities.

We believe the counterparties to these foreign currency forward contracts are [removed: creditworthy] [added: credit-worthy] multinational commercial banks and that the risk of counterparty nonperformance is not material.

For the fiscal year ended March 31, [removed: 2016, 47.4%] [added: 2017, 43.9%] of our revenue was generated outside the United States.

Using sensitivity analysis, a hypothetical 10% increase in the value of the U.S. dollar against all currencies would decrease revenues by [removed: 4.7%,] [added: 4.4%,] while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenues by [removed: 4.7%.][added: 4.4%.]

As of March 31, 2015 the fair value of these outstanding forward contracts was $0.6 million and is included in prepaid expenses and

other.

[removed: General][added: General]

We develop and publish products [added: principally] through our two wholly-owned labels Rockstar Games and 2K.

We were incorporated under the laws of the State of Delaware in 1993 and are headquartered in New York, New York with approximately [removed: 2,933] [added: 3,707] employees globally.

[removed: Strategy][added: Strategy]

[removed: _Overview._] We endeavor to be the most creative, innovative and efficient company in our industry.

[removed: _Support Label Structure to Target Distinct Market Segments._] Our business consists [added: principally] of our wholly-owned labels Rockstar Games and 2K.

Rockstar Games is the developer and publisher of the interactive entertainment industry's most iconic and critically acclaimed brand, [removed: _Grand] [added: Grand] Theft [removed: Auto_,] [added: Auto,] as well as other successful franchises, including [removed: _L.A.][added: L.A. Noire, Max Payne, Midnight Club, and Red Dead.]

2K is the publisher of a number of critically acclaimed, multi-million unit selling franchises including [removed: _BioShock_, _Borderlands_, _Carnival Games_, _Evolve, Mafia_, _NBA 2K_, _Sid] [added: Battleborn, BioShock, Borderlands, Carnival Games, Evolve, Mafia, NBA 2K, Sid] Meier's [removed: Civilization_, _WWE 2K_] [added: Civilization, WWE 2K] and [removed: _XCOM_.][added: XCOM.]

In May 2016, 2K launched [added: Battleborn,] a new [removed: brand, _Battleborn_, which was] [added: brand] created by Gearbox Software, the makers of [removed: _Borderlands_.][added: Borderlands.]

[removed: _Focus on Core Strength of Producing Select, High Quality Titles._] We focus on publishing a select number of high-quality titles based on internally-owned and developed intellectual properties.

We currently own the intellectual property rights to [removed: 20] [added: 22] proprietary brands.

[removed: _Leverage Emerging Technologies, Platforms and Distribution Channels, Including Digitally Delivered Content._] Interactive entertainment played online and on mobile platforms, including tablets and smartphones, represents exciting opportunities to enhance our growth and profitability.

We also aim to drive ongoing engagement and incremental revenues from recurrent consumer spending on our titles after their initial purchase through downloadable offerings including add-on content, [removed: microtransactions] [added: virtual currency] and [removed: online play.][added: microtransactions.]

[removed: _Expand International Business._] The global market for interactive entertainment continues to grow and we seek to increase our presence internationally, particularly in Asia, Eastern Europe and Latin America.

[removed: Our] [added: Our] Businesses

We have internal development studios located in Canada, China, Czech Republic, [added: Spain,] the United Kingdom and the United States.

As of March 31, [removed: 2016,] [added: 2017,] we had a research and development staff of [removed: 2,179] [added: 2,818] employees with the technical capabilities to develop software titles for all major consoles, handheld hardware platforms and PCs in multiple languages and territories.

[removed: Our agreements with third-party] [added: party] developers generally provide us with the right to monitor development efforts and to cease making development payments if specified development milestones are not satisfied.

[removed: _Rockstar Games._] Software titles published by our Rockstar Games label are primarily internally developed.

We expect Rockstar Games, our wholly-owned publisher of the [removed: _Grand] [added: Grand] Theft [removed: Auto_, _Max Payne_, _Midnight Club_, _Red Dead_] [added: Auto, Max Payne, Midnight Club, Red Dead] and other popular franchises, to continue to be a leader in the action / adventure product category and to create groundbreaking entertainment by leveraging our existing titles as well as by developing new brands.

[added: We believe that Rockstar has established a uniquely original, popular cultural] phenomenon with its [removed: _Grand] [added: Grand] Theft [removed: Auto_] [added: Auto] series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 240] [added: 260] million units.

The latest installment, [removed: _Grand] [added: Grand] Theft Auto [removed: V_,] [added: V,] was released on Sony's PS3 and Microsoft's Xbox 360 in September 2013, on Sony's PS4 and Microsoft's Xbox One in November 2014, and on PC in April 2015.

[removed: _Grand] [added: Grand] Theft Auto [removed: V_] [added: V] includes access to [removed: _Grand] [added: Grand] Theft Auto [removed: Online_,] [added: Online,] which initially launched in October 2013.

Rockstar Games is also well known for developing brands in other genres, including the [removed: _LA Noire_, _Bully_] [added: LA Noire, Bully] and [removed: _Manhunt_] [added: Manhunt] franchises.

[removed: _2K._] Our 2K label has published a variety of popular entertainment properties across all key platforms and across a range of genres including shooter, action, role-playing, strategy, sports and family/casual entertainment.

2K's internally owned and developed franchises include the critically acclaimed, multi-million unit selling [removed: _BioShock_, _Mafia_, _Sid] [added: BioShock, Mafia, Sid] Meier's [removed: Civilization_] [added: Civilization] and [removed: _XCOM_] [added: XCOM] series.

2K also publishes [removed: highly successful] externally developed franchises such as [removed: _Borderlands_] [added: Borderlands] and [removed: _Evolve_.][added: Evolve.]

2K's realistic sports simulation titles include our flagship [removed: _NBA 2K_] [added: NBA 2K] series, which continues to be the top-ranked NBA basketball video game, and the [removed: _WWE 2K_] [added: WWE 2K] professional wrestling series.

In October 2012, [removed: _NBA] [added: NBA] 2K [removed: Online_,] [added: Online,] our free-to-play NBA simulation game, which was co-developed by 2K and Tencent, launched commercially on the Tencent Games portal in China.

[removed: Intellectual] [added: Intellectual] Property

The intellectual property rights we have created or acquired for our internally-owned portfolio of brands include: [removed: _BioShock_, _Bully_, _Carnival Games_, _Evolve_, _Grand] [added: BioShock, Bully, Carnival Games, Dragon City, Evolve, Grand] Theft [removed: Auto_, _L.A.][added: Auto, L.A. Noire, Mafia, Manhunt, Max Payne, Midnight Club, Monster Legends, Red Dead, Sid Meier's Civilization, Spec Ops and XCOM.]

[removed: Manufacturing][added: Manufacturing]

[removed: We place a purchase order for the manufacture of our products with Sony or Microsoft's] approved replicator and then send software code and a prototype of the product to the manufacturer, together with related artwork, user instructions, warranty information, brochures and packaging designs for approval, defect testing and manufacture.

Production of PC software is performed by third-party vendors in accordance with our specifications and includes DVD-ROM pressing, assembly of components, printing of packaging and user manuals and [added: shipping of finished goods.]

[removed: Sales][added: Sales]

We sell software titles both physically and digitally in the United States, [removed: Europe,] [added: EMEA,] Canada, Latin America and Asia Pacific through direct relationships with large retail customers and third-party distributors.

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2016] [added: 2017] accounted for [removed: 58.9%] [added: 65.5%] of our net revenue, with Sony and Microsoft each accounting for more than 10.0% of our net revenue during the fiscal year ended March 31, [removed: 2016.][added: 2017.]

[removed: Marketing][added: Marketing]

[added: | • | Implementing public relations campaigns, using print and online advertising, television, radio spots and outdoor advertising.] We believe that we label and market our products in accordance with the applicable principles and guidelines of the Entertainment Software Rating Board, or the ESRB, an independent self-regulatory body that assigns ratings and enforces advertising guidelines for the interactive software industry. [added: |]

[added: | • |] Satisfying certain shelf life and sales requirements under our agreements with hardware manufacturers in order to qualify for Sony's Greatest Hits Programs and Microsoft's Platinum Hits Program. [added: In connection with these programs, we receive manufacturing discounts from Sony and Microsoft. |]

Overview.

Support Label Structure to Target Distinct Market Segments.

Focus on Core Strength of Producing Select, High Quality Titles.

Leverage Emerging Technologies, Platforms and Distribution Channels, Including Digitally Delivered Content.

Expand International Business.

Our agreements with third-

Rockstar Games.

2K.

On January 31, 2017, Take-Two acquired privately-held Social Point S.L. ("Social Point") for $175 million in cash and the issuance of 1,480,168 shares of Take-Two common stock, plus potential earn-out consideration of up to an aggregate of $25.9 million in cash and shares of Take-Two common stock.

(See Note 23 of our Consolidated Financial Statements.) Founded in 2008 and headquartered in Barcelona, Spain, Social Point is a developer of popular free-to-play mobile games that focuses on delivering high-quality, deeply-engaging entertainment experiences.

Social Point currently has multiple profitable titles in the market.

The company’s two most successful games, Dragon City and Monster Legends, have been downloaded more than 180 million times to date on iOS and Android platforms.

In addition, Social Point has a robust development pipeline with a number of exciting games planned for launch over the next two years.

Social Point’s games currently are available in North America, Latin America and Europe, Middle East and Africa ("EMEA"), and approximately 50% of its revenue is derived from the United States.

In 2016, over 90% of its revenue was generated from mobile platforms.

We place a purchase order for the manufacture of our products with Sony or Microsoft's

Arrangements with Platform Manufacturers

We have entered into license agreements with Sony and Microsoft to develop and publish software in Asia, Australia, Europe and North America.

We are not required to obtain any licenses from hardware manufacturers to develop titles for the PC.

Sony.

Effective March 23, 2017, we entered into a PlayStation Global Developer and Publisher Agreement with Sony Computer Entertainment, Inc. and certain of its affiliates, pursuant to which Sony granted us the right and license to develop, publish, have manufactured, market, advertise, distribute and sell PlayStation compatible products for all PlayStation systems, including the PS4, PS3 and PSP.

The agreement requires us to submit products to Sony for approval and for us to make royalty payments to Sony based on the number of units manufactured or revenue from downloaded content.

In addition, products for the PS4, PS3 and PSP are required to be manufactured by Sony approved manufacturers.

The term of the agreement expires on March 31, 2019, with automatic one-year renewal terms thereafter.

After the initial term, Sony may terminate the agreement for any or no reason upon thirty days’ notice.

The agreement may also be terminated by Sony immediately in the event of a breach by us or our bankruptcy or insolvency.

Upon expiration or termination of the agreement, we have certain rights to sell off existing inventories.

Microsoft.

Under the terms of the license agreements that we have entered into with Microsoft Corporation and its affiliates, Microsoft granted us the right and license to develop, publish, have manufactured, market, advertise, distribute and sell Xbox compatible products for the Xbox One and Xbox 360.

The agreements require us to submit products to Microsoft for approval and for us to make royalty payments to Microsoft based on the number of units manufactured or revenue from downloaded content.

In addition, products for the Xbox One and Xbox 360 are required to be manufactured by Microsoft approved manufacturers.

The term of the Xbox One license agreement expires on March 31, 2018 and the term of the Xbox 360 license agreement expires on December 31, 2017, each agreement with automatic one-year renewal terms thereafter.

The Xbox One and Xbox 360 license agreements may be terminated by Microsoft immediately in the event of a breach by us, and the Xbox One licensee agreement may also be terminated by Microsoft immediately in the event of our bankruptcy or insolvency.

Upon expiration or termination of the Xbox One and Xbox 360 license agreements, we have certain rights to sell off existing inventories.

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Noire_, _Max Payne_, _Midnight Club_, and _Red Dead_.

We believe that Rockstar has established a uniquely original, popular cultural

In May 2016, 2K launched _Battleborn_, a new brand created by Gearbox Software, the makers of _Borderlands_.

In addition, in December 2015, _Civilization Online_, our free-to-play massively multiplayer online game developed by South Korean-based studio XLGAMES, launched in South Korea.

Noire_, _Mafia_, _Manhunt, Max Payne_, _Midnight Club_, _Red Dead_, _Sid Meier's Civilization_, _Spec Ops_ and _XCOM_.

shipping of finished goods.

Implementing public relations campaigns, using print and online advertising, television, radio spots and outdoor advertising.

In connection with these programs, we receive manufacturing discounts from Sony and Microsoft.

Stimulating continued sales by reducing the wholesale prices of our products to retailers at various times during the life of a product.

Price protection may occur at any time in a product's life cycle, but typically occurs three to nine months after a product's initial launch.

In certain international markets, we also provide volume rebates to stimulate continued product sales.

Price protection, sales returns and other allowances amounted to $64.5 million, $50.1 million and $138.1 million during the fiscal years ended March 31, 2016, 2015 and 2014, respectively.

Sony and Microsoft for the sale of interactive entertainment software.

The competition is intense among an increasing number of newly introduced entertainment software titles and hardware for adequate levels of shelf space and promotional support.

accounted for 18.5%, 18.4% and 17.6% of our gross accounts receivable as of March 31, 2015.

We removed this case to the United States District Court for the Southern District of New York, [removed: where our declaratory judgment action is pending.][added: but the case was subsequently remanded to state court.]

[removed: Mr. Benzies' complaint claims damages of at least $150.0 million and contains allegations of breach of fiduciary duty; fraudulent] inducement and fraudulent concealment; aiding and abetting breach of fiduciary duty; breach of various contracts; breach of implied duty of good faith and fair dealing; tortious interference with contract; unjust enrichment; reformation; constructive trust; declaration of rights; constructive discharge; defamation and fraud.

The complaint claims damages of at least $150 million and contains allegations of breach of fiduciary duty; fraudulent

Motion practice in both the federal and state actions is ongoing.

[removed: UNITED] [added: UNITED] STATES

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| ý | [removed: | Annual] [added: Annual] Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |

| [removed: For] [added: | For] the fiscal year ended March 31, [removed: 2016 | |] [added: 2017] |

| o | [removed: | Transition] [added: Transition] Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |

| [removed: For] [added: | For] the transition period from to . | [removed: | |]

[removed: Commission] [added: Commission] file number [removed: 001-34003][added: 001-34003]

[removed: TAKE-TWO] [added: TAKE-TWO] INTERACTIVE SOFTWARE, INC.

[removed: (Exact] [added: (Exact] name of registrant as specified in its charter)

| [removed: Delaware] [added: Delaware] (State or Other Jurisdiction of Incorporation or Organization) | | [removed: 51-0350842] [added: 51-0350842] (I.R.S. Employer Identification No.) |

| [removed: 622] [added: 622] Broadway New York, New [removed: York] [added: York] (Address of principal executive offices) | | [removed: 10012] [added: 10012] (Zip Code) |

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of "large accelerated filer," "accelerated filer," [removed: and] "smaller reporting [added: company," and "emerging growth] company" in Rule 12b-2 of the Exchange Act.

| Large accelerated filer ý | [removed: |] Accelerated filer o | [removed: |] Non-accelerated filer o (Do not check if a smaller reporting company) | [removed: |] Smaller reporting company o | [added: Emerging growth company o |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter was approximately [removed: $2,352,143,000.][added: $3,782,335,339.]

As of May [removed: 13, 2016,] [added: 16, 2017,] there were [removed: 84,834,119] [added: 103,836,895] shares of the Registrant's Common Stock outstanding, net of treasury stock.

[removed: Documents] [added: Documents] Incorporated by [removed: Reference:][added: Reference:]

Portions of the registrant's definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders

[removed: INDEX][added: INDEX]

| | | [removed: | | PAGE] [added: PAGE] |

[removed: | [PART I](#da18001_part_i) | | | | |][added: PART I]

| [Item [removed: 1.](#da18001_item_1._business) | | [Business](#da18001_item_1._business)] [added: 1](#s3DE19AEC5A92510C8B7FF2D4D0F60A01).] | [added: [Business](#s3DE19AEC5A92510C8B7FF2D4D0F60A01)] | [removed: [1](#da18001_item_1._business)] [added: [1](#s3DE19AEC5A92510C8B7FF2D4D0F60A01)] |

| [Item [removed: 1A.](#dc18001_item_1a._risk_factors) |] [added: 1A.](#s7E91108AEF6352B88910848EBAC6C187)] | [Risk [removed: Factors](#dc18001_item_1a._risk_factors) |] [added: Factors](#s7E91108AEF6352B88910848EBAC6C187)] | [removed: [8](#dc18001_item_1a._risk_factors)] [added: [6](#s7E91108AEF6352B88910848EBAC6C187)] |

| [Item [removed: 1B.](#de18001_item_1b._unresolved_staff_comments) |] [added: 1B.](#sAFDE7F7526DA584E8524AA58BF6B9DCC)] | [Unresolved Staff [removed: Comments](#de18001_item_1b._unresolved_staff_comments) |] [added: Comments](#sAFDE7F7526DA584E8524AA58BF6B9DCC)] | [removed: [24](#de18001_item_1b._unresolved_staff_comments)] [added: [19](#sAFDE7F7526DA584E8524AA58BF6B9DCC)] |

| [Item [removed: 2.](#de18001_item_2._properties) | | [Properties](#de18001_item_2._properties)] [added: 2.](#sEEBA208F515B5A99A82AB860658EA465)] | [added: [Properties](#sEEBA208F515B5A99A82AB860658EA465)] | [removed: [24](#de18001_item_2._properties)] [added: [19](#sEEBA208F515B5A99A82AB860658EA465)] |

| [Item [removed: 3.](#de18001_item_3._legal_proceedings) |] [added: 3.](#s552EEFD640E65702A0155E789928B57A)] | [Legal [removed: Proceedings](#de18001_item_3._legal_proceedings) |] [added: Proceedings](#s552EEFD640E65702A0155E789928B57A)] | [removed: [25](#de18001_item_3._legal_proceedings)] [added: [19](#s552EEFD640E65702A0155E789928B57A)] |

| [Item [removed: 4.](#de18001_item_4._mine_safety_disclosures) |] [added: 4.](#s291A906983B65AAC93C81716368A163E)] | [Mine Safety [removed: Disclosures](#de18001_item_4._mine_safety_disclosures) |] [added: Disclosures](#s291A906983B65AAC93C81716368A163E)] | [removed: [25](#de18001_item_4._mine_safety_disclosures)] [added: [20](#s291A906983B65AAC93C81716368A163E)] |

| [Item [removed: 5.](#dg18001_item_5._market_for_registrant___ite04666) |] [added: 5.](#s0728BAAA29865F39913FD4FE9B8E4A5D)] | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#dg18001_item_5._market_for_registrant___ite04666) |] [added: Securities](#s0728BAAA29865F39913FD4FE9B8E4A5D)] | [removed: [26](#dg18001_item_5._market_for_registrant___ite04666)] [added: [21](#s0728BAAA29865F39913FD4FE9B8E4A5D)] |

| [Item [removed: 6.](#di18001_item_6._selected_financial_data) |] [added: 6.](#s83AF7C6E34E35628A6DE93BCF548483F)] | [Selected Financial [removed: Data](#di18001_item_6._selected_financial_data) |] [added: Data](#s83AF7C6E34E35628A6DE93BCF548483F)] | [removed: [29](#di18001_item_6._selected_financial_data)] [added: [23](#s83AF7C6E34E35628A6DE93BCF548483F)] |

| [Item [removed: 7.](#dk18001_item_7._management_s_discussio__ite03668) |] [added: 7.](#s87A598B6E6965B9988E1C261DF60D83C)] | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#dk18001_item_7._management_s_discussio__ite03668) |] [added: Operations](#s87A598B6E6965B9988E1C261DF60D83C)] | [removed: [30](#dk18001_item_7._management_s_discussio__ite03668)] [added: [23](#s87A598B6E6965B9988E1C261DF60D83C)] |

| [Item [removed: 7A.](#dq18001_item_7a._quantitative_and_qual__ite02669) |] [added: 7A.](#s3582A0E6E23053D0BBBEC3C93C88AB39)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#dq18001_item_7a._quantitative_and_qual__ite02669) |] [added: Risk](#s3582A0E6E23053D0BBBEC3C93C88AB39)] | [removed: [54](#dq18001_item_7a._quantitative_and_qual__ite02669)] [added: [43](#s3582A0E6E23053D0BBBEC3C93C88AB39)] |

| [Item [removed: 8.](#dq18001_item_8._financial_statements_and_supplementary_data) |] [added: 8.](#sA027893EC71D55D5A6243D8F40BA4B9F)] | [Financial Statements and Supplementary [removed: Data](#dq18001_item_8._financial_statements_and_supplementary_data) |] [added: Data](#sA027893EC71D55D5A6243D8F40BA4B9F)] | [removed: [56](#dq18001_item_8._financial_statements_and_supplementary_data)] [added: [44](#sA027893EC71D55D5A6243D8F40BA4B9F)] |

| [Item [removed: 9.](#dq18001_item_9._changes_in_and_disagre__ite03576) |] [added: 9.](#sFEEE625608025942B2CC4A93FD9FC3DF)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#dq18001_item_9._changes_in_and_disagre__ite03576) |] [added: Disclosure](#sFEEE625608025942B2CC4A93FD9FC3DF)] | [removed: [56](#dq18001_item_9._changes_in_and_disagre__ite03576)] [added: [44](#sFEEE625608025942B2CC4A93FD9FC3DF)] |

| [Item [removed: 9A.](#dq18001_item_9a._controls_and_procedures) |] [added: 9A.](#s408C9420116E599DADAB5C49D6A29392)] | [Controls and [removed: Procedures](#dq18001_item_9a._controls_and_procedures) |] [added: Procedures](#s408C9420116E599DADAB5C49D6A29392)] | [removed: [56](#dq18001_item_9a._controls_and_procedures)] [added: [44](#s408C9420116E599DADAB5C49D6A29392)] |

| [Item [removed: 9B.](#dq18001_item_9b._other_information) |] [added: 9B.](#sD3892CA64BEE545394BB568E2F833F34)] | [Other [removed: Information](#dq18001_item_9b._other_information) |] [added: Information](#sD3892CA64BEE545394BB568E2F833F34)] | [removed: [57](#dq18001_item_9b._other_information)] [added: [45](#sD3892CA64BEE545394BB568E2F833F34)] |

10-K 1 ttwo10k03312017.htm 10-K

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| OR | |

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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| [PART II](#s2E794152197055779510D7D7054F4BE3) | | |

| [PART IV](#s998734F4E93553B1BA37CE54FB85BE73) | | |

| [Item 16.](#sc531bd6002c34a63a1f808b2754c4b47) | [Form 10-K Summary](#sc531bd6002c34a63a1f808b2754c4b47) | [53](#sc531bd6002c34a63a1f808b2754c4b47) |

| | [Signatures](#sEDF425BFEE4B542CA33589FE15F1ACDB) | [90](#sEDF425BFEE4B542CA33589FE15F1ACDB) |

10-K 1 a2228643z10-k.htm 10-K

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[TABLE OF CONTENTS 2](#a1)

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| [PART II](#dg18001_part_ii) | | | | |

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| [PART IV](#ds18001_part_iv) | | | | |

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| | | [Signatures](#A2) | | [107](#A2) |

In addition, our other subsidiaries lease office space in Sydney, Australia; Toronto, Canada; Chengdu, China; Brno, Czech Republic; Paris, France; Munich, Germany; Tokyo, Japan; Seoul, South Korea; Breda, Netherlands; Auckland, New Zealand; Singapore; [removed: Madrid,] [added: Madrid and Barcelona,] Spain; Lucerne, Switzerland; Taipei, Taiwan; London, Lincoln, and Leeds, United Kingdom; and, in the United States, Petaluma and San Diego, California; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; [removed: Glen Cove] [added: Bethpage] and New York, New York; and Kirkland, Washington.

We also lease approximately 61,000 square feet of space at 1133 Avenue of the Americas, New York, New York under a lease expiring in December 2032.

We expect that this new space will be ready for occupancy by late 2017 and will become our principal executive offices after the move is completed.

We also intend to continue to lease and use the premises located at 622 Broadway, New York, New York after the move to the new premises.

[removed: PART] [added: PART] II

[removed: _Market] [added: Market] Information and [removed: Holders_][added: Holders]

| | [added: High] | [removed: High] | | | [removed: Low] [added: Low] | | |

| [removed: Fiscal] [added: Fiscal] Year Ended March 31, [removed: 2016] [added: 2016] | | | | | | | |

| First Quarter ended June 30, 2015 | [removed: |] $ | 28.98 | | [added: |] $ | 23.30 | |

| Second Quarter ended September 30, 2015 | [removed: | |] 32.71 | | | [added: |] 25.01 | | [added: |]

| Third Quarter ended December 31, 2015 | [removed: | |] 37.00 | | | [added: |] 27.89 | | [added: |]

| Fourth Quarter ended March 31, 2016 | [removed: | |] 37.95 | | | [added: |] 31.36 | | [added: |]

| [removed: Fiscal] [added: Fiscal] Year Ended March 31, [removed: 2015] [added: 2017] | | | | | | | |

| First Quarter ended June 30, [removed: 2014 |] [added: 2016] | $ | [removed: 22.47] [added: 40.17] | | [added: |] $ | [removed: 18.45] [added: 33.06] | |

| Second Quarter ended September 30, [removed: 2014] [added: 2016] | [added: 46.78] | | [removed: 24.28] | | [added: 37.64] | [removed: 20.40] | |

| Third Quarter ended December 31, [removed: 2014] [added: 2016] | [added: 51.34] | | [removed: 29.10] | | [added: 41.70] | [removed: 20.13] | |

| Fourth Quarter ended March 31, [removed: 2015] [added: 2017] | [added: 60.20] | | [removed: 30.80] | | [added: 48.58] | [removed: 24.19] | |

The number of record holders of our common stock was [removed: 63] [added: 80] as of May [removed: 13, 2016.][added: 16, 2017.]

[removed: _Dividend Policy_][added: Dividend Policy]

[removed: _Securities] [added: Securities] Authorized for Issuance under Equity Compensation [removed: Plans_][added: Plans]

[removed: _Stock] [added: Stock] Performance [removed: Graph_][added: Graph]

The following line graph compares, from March 31, [removed: 2011] [added: 2012] through March 31, [removed: 2016,] [added: 2017,] the cumulative total stockholder return on our common stock with the cumulative total return on the stocks comprising the NASDAQ Composite Index and the stocks comprising a peer group index consisting of Activision Blizzard, Inc. and Electronic Arts Inc. The comparison assumes $100 was invested on March 31, [removed: 2011] [added: 2012] in our common stock and in each of the following indices and assumes reinvestment of all cash dividends, if any, paid on such securities.

[removed: Comparison] [added: Comparison] of 5 Year Cumulative Total Return*

[added: | |] March [removed: 2016][added: 31, | | | | | | | | | | | | | | | | | | | | | | |]

[removed: ][added: ]

[added: *] $100 invested on March 31, [removed: 2011] [added: 2012] in stock or [removed: index-] [added: index -] including reinvestment of dividends.

[removed: | | | March 31, | | | | | | | | | | | | | | | | | |][added: March 2017]

| | [added: 2012] | [removed: 2011] | | | [removed: 2012] [added: 2013] | | | [removed: 2013] | [added: 2014] | | [removed: 2014] | | [added: 2015] | [removed: 2015] | | | [removed: 2016] [added: 2016] | | | [added: | 2017 | | |]

[removed: _Issuer] [added: Issuer] Purchases of Equity [removed: Securities_][added: Securities]

[removed: _Share] [added: Share] Repurchase [removed: Program_—In] [added: Program—In] January 2013, our Board of Directors authorized the repurchase of up to 7,500,000 shares of our common stock.

During the fiscal year ended March 31, [removed: 2016] [added: 2016,] we repurchased 953,647 shares of our common stock in the open market for $26.6 million as part of the program.

As of March 31, [removed: 2016,] [added: 2017,] we have repurchased a total of 5,171,330 shares of our common stock and have 9,046,353 shares of our common stock that remain available for repurchase under our share repurchase authorization.

During the fiscal year ended March 31, [removed: 2016,] [added: 2017,] we repurchased [removed: 238,981] [added: 133,250] shares of our common stock for $7.9 million, in connection with our obligation to holders of restricted stock awards to withhold the number [added: of shares required to satisfy the holders' tax liabilities in connection with the vesting of such shares.]

These [removed: 238,981] [added: 133,250] shares were not part of the publicly announced share repurchase program.

[removed: _Summary Table_—The] [added: Summary Table—The] table below details the share repurchases that were made by us during the three months ended March 31, [removed: 2016:][added: 2017:]

| [removed: Period] [added: Period] | | [removed: Shares purchased*] [added: Shares purchased*] | | | [removed: Average] [added: Average] price per [removed: share] [added: share] | | | [removed: Total] [added: | Total] number of shares purchased as part of publicly announced plans or [removed: programs] [added: programs] | | | [removed: Maximum] [added: Maximum] number of shares that may yet be purchased under the repurchase [removed: program |] [added: program] | |

| January 1 - 31, [removed: 2016] [added: 2017] | | [added: —] | [removed: 3,454] | | [removed: $] [added: —] | [removed: 34.11] | | | — | | | 9,046,353 | |

[added: | * |] All of the shares purchased during this period were purchased in connection with our obligation to holders of restricted stock awards to withhold the number of shares required to satisfy the holders' tax liabilities in connection with the vesting of such shares. [added: None of the shares repurchased during the three months ended March 31, 2017 were part of the publicly announced share repurchase program. |]

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| Take-Two Interactive Software, Inc. | $ | 100.00 | | | $ | 104.94 | | | $ | 142.50 | | | $ | 165.43 | | | $ | 244.77 | | | $ | 385.12 | |

| NASDAQ Composite Index | 100.00 | | | | 107.14 | | | | 139.48 | | | | 164.75 | | | | 165.66 | | | | 203.56 | | |

| Peer Group | 100.00 | | | | 112.99 | | | | 166.26 | | | | 244.07 | | | | 318.00 | | | | 453.01 | | |

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| February 1 - 28, 2017 | | 1,735 | | | $ | 57.88 | | | — | | | 9,046,353 | |

| March 1 - 31, 2017 | | 130,468 | | | $ | 59.27 | | | — | | | 9,046,353 | |

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| Take-Two Interactive Software, Inc. | | $ | 100.00 | | $ | 100.13 | | $ | 105.07 | | $ | 142.68 | | $ | 165.65 | | $ | 245.09 | |

| NASDAQ Composite Index | | | 100.00 | | | 112.31 | | | 120.33 | | | 156.65 | | | 185.03 | | | 186.06 | |

| Peer Group | | | 100.00 | | | 107.10 | | | 121.01 | | | 178.05 | | | 261.39 | | | 340.56 | |

of shares required to satisfy the holders' tax liabilities in connection with the vesting of such shares.

| February 1 - 29, 2016 | | | 9,125 | | $ | 34.31 | | | — | | | 9,046,353 | |

| March 1 - 31, 2016 | | | 115,085 | | $ | 37.67 | | | — | | | 9,046,353 | |

None of the shares repurchased during the three months ended March 31, 2016 were part of the publicly announced share repurchase program.

| | [removed: | Fiscal] [added: Fiscal] Year Ended March [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | [added: | | | |]

| [removed: STATEMENT] [added: STATEMENT] OF OPERATIONS [removed: DATA:] [added: DATA:] | [added: 2017] | [removed: 2016] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] | [added: 2015] | | [removed: 2013] | | [added: 2014] | [removed: 2012] | | | [added: 2013 | | |]

| Net revenue | [added: $] | [removed: $] [added: 1,779,748] | [removed: 1,413,698] | | $ | [removed: 1,082,938] [added: 1,413,698] | | [added: |] $ | [removed: 2,350,568] [added: 1,082,938] | | [added: |] $ | [removed: 1,214,483] [added: 2,350,568] | | [added: |] $ | [removed: 825,823] [added: 1,214,483] | |

| Gross profit | [added: 756,789] | | [removed: 599,825] | | [added: 599,825] | [added: | | |] 288,071 | | | [removed: 936,241] | [added: 936,241] | | [removed: 498,646] | | [added: 498,646] | [removed: 296,968] | |

| [removed: (Loss) income] [added: Income (loss)] from continuing operations | [added: 67,303] | | [removed: (8,302] | [removed: )] | [added: (8,302] | [added: | ) | |] (279,470 | [added: |] ) | | 361,691 | | | [removed: (31,162] | [removed: ) |] [added: (31,162] | [removed: (107,700] | ) |

| Net [removed: (loss)] income [added: (loss)] | [added: $67,303] | | [removed: (8,302] | [removed: )] | [added: $] | [removed: (279,470] [added: (8,302] | ) | | [removed: 361,605] [added: $] | [added: (279,470] | [added: )] | [removed: (29,491] | [removed: )] [added: $] | [added: 361,605] | [removed: (108,816] | [added: | $ | (29,491 |] ) |

| [removed: (Loss) earnings] [added: Earnings (loss)] per share: | | | | | | | | | | | | | | | | | [added: | | |]

| Basic: | | | | | | | | | | | | | | | | | [added: | | |]

| Continuing operations | [added: $] | [removed: $] [added: 0.73] | [removed: (0.10] | [removed: )] | $ | [removed: (3.48] [added: (0.10] | ) | [added: |] $ | [removed: 3.79] [added: (3.48] | [added: )] | [added: |] $ | [removed: (0.36] [added: 3.79] | [removed: )] | [added: |] $ | [removed: (1.30] [added: (0.36] | ) |

| [removed: (Loss) earnings] [added: Earnings (loss)] per [removed: share] [added: share:] | [added: $] | [added: 0.73] | [removed: (0.10] | [removed: )] | [added: $] | [removed: (3.48] [added: (0.10] | ) | | [removed: 3.79] [added: $] | [added: (3.48] | [added: )] | [removed: (0.34] | [removed: )] [added: $] | [added: 3.79] | [removed: (1.31] | [added: | $ | (0.34 |] ) |

| Diluted: | | | | | | | | | | | | | | | | | [added: | | |]

| Continuing operations | [added: $] | [added: 0.72] | [removed: (0.10] | [removed: )] | [added: $] | [removed: (3.48] [added: (0.10] | ) | | [removed: 3.20] [added: $] | [added: (3.48] | [added: )] | [removed: (0.36] | [removed: )] [added: $] | [added: 3.20] | [removed: (1.30] | [added: | $ | (0.36 |] ) |

| [removed: (Loss) earnings] [added: Earnings (loss)] per [removed: share] [added: share:] | [added: $] | [added: 0.72] | [removed: (0.10] | [removed: )] | [added: $] | [removed: (3.48] [added: (0.10] | ) | | [removed: 3.20] [added: $] | [added: (3.48] | [added: )] | [removed: (0.34] | [removed: )] [added: $] | [added: 3.20] | [removed: (1.31] | [added: | $ | (0.34 |] ) |

| | [removed: | As] [added: As] of March [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | [added: | | | |]

| [removed: BALANCE] [added: BALANCE] SHEET [removed: DATA:] [added: DATA:] | [added: 2017] | [removed: 2016] | | | [removed: 2015(1)] [added: 2016] | | | [removed: 2014(1)] | [added: 2015(1)] | | [removed: 2013(1)] | | [added: 2014(1)] | [removed: 2012(1)] | | | [added: 2013(1) | | |]

| Total assets | [added: $] | [removed: $] [added: 3,149,154] | [removed: 2,590,277] | | $ | [removed: 2,228,073] [added: 2,590,277] | | [added: |] $ | [removed: 1,795,083] [added: 2,228,073] | | [added: |] $ | [removed: 1,273,221] [added: 1,795,083] | | [added: |] $ | [removed: 1,142,969] [added: 1,273,221] | |

| Long-term debt | [added: 251,929] | | [removed: 497,935] | | [added: 497,935] | [added: | | |] 473,030 | | | [removed: 449,484] | [added: 449,484] | | [removed: 330,584] | | [added: 330,584] | [removed: 309,882] | |

[removed: We] [added: | (1) | During 2016, we] retrospectively adopted Accounting Standards Update 2015-03, "Simplifying the Presentation of Debt Issuance Costs," and as a result previously reported Total assets and Long-term debt have both decreased from previously reported amounts by $3,027, $4,547, $4,618 and $6,458 as of March 31, 2015, 2014, 2013 and 2012, [removed: respectively.][added: respectively to reflect the deduction of debt issuance costs from the carrying amount of the related debt liability. |]

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| (Loss) income from operations | | | (10,828 | ) | | (258,463 | ) | | 415,256 | | | 5,239 | | | (84,266 | ) |

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(1)

See Note 1 to the Consolidated Financial Statements.

[removed: _Definition] [added: Definition] and Limitations of Disclosure Controls and [removed: Procedures_][added: Procedures]

[removed: _Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures_][added: Procedures]

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures at March 31, [removed: 2016,] [added: 2017,] the end of the period covered by this report.

Based on this evaluation, the principal executive officer and principal financial officer concluded that, at March 31, [removed: 2016,] [added: 2017,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file [added: or submit under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.]

[removed: _Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting_][added: Reporting]

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2016.][added: 2017.]

[removed: _Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting_][added: Reporting]

There were no [added: other] changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2016,] [added: 2017,] which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with SEC guidance, our management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Social Point, which is included in the March 31, 2017 Consolidated Financial Statements and constituted nine percent of consolidated total assets as of March 31, 2017.

On January 31, 2017, we acquired Social Point.

Our management has elected to exclude Social Point from its March 31, 2017 assessment of and report on internal control over financial reporting.

We are currently in the process of incorporating the internal controls and procedures of Social Point into the internal control over financial reporting for our assessment of and report on internal control over financial reporting for March 31, 2018.

or submit under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

[removed: PART] [added: PART] III

The information required by this Item is incorporated herein by reference to the sections entitled "Proposal 1—Election of Directors" and "Executive Compensation—Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held in [removed: 2016.][added: 2017.]

We intend to file the Proxy Statement within 120 days after the end of the fiscal year (i.e. on or before July 29, [removed: 2016).][added: 2017).]

Our Code of Business Conduct and Ethics applicable to [removed: its] [added: our] directors and all employees, including senior financial officers, is available on our website at [removed: _www.take2games.com_.][added: www.take2games.com.]

If we make any amendment to our Code of Business Conduct and Ethics that is required to be disclosed pursuant to the Exchange Act, we will make such disclosures on [removed: its] [added: our] website.

[removed: PART] [added: PART] IV

[added: | (a) |] The following documents are filed as part of this Report: [added: |]

[added: | (i) | Financial Statements.] See Index to Financial Statements on page 66 of this Report. [added: |]

[added: | (ii) | Financial Statement Schedule.] See Note 21 to the Consolidated Financial Statements. [added: |]

[added: | (iii) |] Index to Exhibits: [added: |]

| | | | | [removed: | Incorporated] [added: Incorporated] by [removed: Reference | | |] [added: Reference] | | | | | | |

| [removed: | Exhibit Number | | Exhibit Description |] [added: Exhibit Number] | [removed: Form] | [added: Exhibit Description] | | [removed: Filing Date] [added: Form] | | [added: Filing Date] | [removed: Exhibit] | [added: Exhibit] | [removed: Filed Herewith] | [added: Filed Herewith] |

| [removed: |] 3.1 | | Restated Certificate of Incorporation | | [removed: |] 10-K | | [removed: |] 2/12/2004 | | 3.1 | | | [removed: |]

| [removed: |] 3.1.1 | | Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 1998 | | [removed: |] 10-K | | [removed: |] 2/12/2004 | | 3.1.2 | | | [removed: |]

| [removed: |] 3.1.2 | | Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 2003 | | [removed: |] 10-K | | [removed: |] 2/12/2004 | | 3.1.3 | | | [removed: |]

| [removed: |] 3.1.3 | | Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 2009. | | [removed: |] 8-K | | [removed: |] 4/23/2009 | | 3.1 | | | [removed: |]

| [removed: |] 3.1.4 | | Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 2012 | | [removed: |] 8-K | | [removed: |] 9/24/2012 | | 3.1 | | | [removed: |]

| [removed: |] 3.2 | | Certificate of Designation of Series A Preferred Stock, dated March 11, 1998 | | [removed: |] 10-K | | [removed: |] 2/12/2004 | | 3.1.1 | | | [removed: |]

| [removed: |] 3.3 | | Certificate of Designation of Series B Preferred Stock, dated March 26, 2008 | | [removed: |] 8-A12B | | [removed: |] 3/26/2008 | | 4.2 | | | [removed: |]

| [removed: |] 3.4 | | Amended and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of December 2, 2014. | | [removed: |] 8-K | | [removed: |] 12/5/2014 | | 3.1 | | | [removed: |]

| [removed: |] 4.1 | | Indenture, dated as of [removed: November 16, 2011,] [added: June 18, 2013,] by and between the Company and The Bank of New York Mellon, as Trustee, relating to [removed: 1.75%] [added: 1.00%] Convertible Notes | | [removed: |] 8-K | | [removed: | 11/18/2011] [added: 6/18/2013] | | 4.1 | | | [removed: |]

| [removed: | 4.2] [added: 4.3] | | Form of [removed: 1.75%] [added: 1.00%] Convertible Note (included in Exhibit [removed: 4.1) |] [added: 4.4)] | | 8-K | | [removed: | 11/18/2011 |] [added: 6/18/2013] | [removed: 4.1] | [added: 4.2] | | |

| [removed: | 4.3] [added: 4.2] | | [added: Supplemental] Indenture, dated as of June 18, 2013, [removed: by and] between the Company and The Bank of New York Mellon, as Trustee, [removed: relating] to [removed: 1.00% Convertible Notes |] [added: Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee] | | 8-K | | [removed: |] 6/18/2013 | | [removed: 4.1 |] [added: 4.2] | | |

| | | | | [removed: | Incorporated] [added: Incorporated] by [removed: Reference | | |] [added: Reference] | | | | | | |

| [removed: | Exhibit Number | | Exhibit Description |] [added: Exhibit Number] | [removed: Form] | [added: Exhibit Description] | | [removed: Filing Date] [added: Form] | | [added: Filing Date] | [removed: Exhibit] | [added: Exhibit] | [removed: Filed Herewith] | [added: Filed Herewith] |

| [removed: |] 10.1 | | Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+ | | [removed: |] 8-K | | [removed: |] 3/7/2008 | | 10.1 | | | [removed: |]

| [removed: | 10.2] [added: 10.3] | | Form of Employee Restricted Stock Agreement+ | | [removed: |] 10-Q | | [removed: |] 6/5/2009 | | 10.2 | | | [removed: |]

| [removed: | 10.3] [added: 10.4] | | Form of Non-Employee Director Restricted Stock Agreement+ | | [removed: |] 10-Q | | [removed: |] 6/5/2009 | | 10.3 | | | [removed: |]