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 66 of this Report. |
| (ii) | Financial Statement Schedule. See Note 21 to the Consolidated Financial Statements. |
| (iii) | Index to Exhibits: |
| Incorporated by Reference | ||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
| 2.1 | Share Sale and Purchase Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc., Take-Two Invest Espana, S.L., Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l. † | 8-K | 2/3/2017 | 2.1 | ||||||
| 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 | 9/24/2012 | 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 26, 2008 | 8-A12B | 3/26/2008 | 4.2 | ||||||
| 3.4 | 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 June 18, 2013, by and between the Company and The Bank of New York Mellon, as Trustee, relating to 1.00% Convertible Notes | 8-K | 6/18/2013 | 4.1 |
| Incorporated by Reference | ||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
| 4.2 | 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 | ||||||
| 4.3 | Form of 1.00% Convertible 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, effective as of July 21, 2016+ | 14A | 7/28/2016 | 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 May 12, 2010, between the Company and Lainie Goldstein+ | 8-K | 5/14/2010 | 10.1 | ||||||
| 10.12 | First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+ | 8-K | 10/25/2010 | 10.1 | ||||||
| 10.13 | Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+ | 10-Q | 10/31/2012 | 10.6 | ||||||
| 10.14 | Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+ | 8-K | 2/15/2008 | 10.3 | ||||||
| 10.15 | Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+ | 10-Q | 2/6/2015 | 10.1 | ||||||
| 10.16 | 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 | ||||||
| 10.17 | Amendment to Non-Qualified Stock Option Agreement with ZelnickMedia Corporation, dated as of November 18, 2013+ | 8-K | 11/18/2013 | 10.1 | ||||||
| 10.18 | 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 | 10.2 |
| Incorporated by Reference | ||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
| 10.19 | 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 | 10.3 | ||||||
| 10.20 | 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 | ||||||
| 10.21 | 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 | ||||||
| 10.22 | Management Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia Corporation+ | 8-K | 3/10/2014 | 10.1 | ||||||
| 10.23 | Restricted Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia Corporation+ | S-3ASR | 5/20/2015 | 10.2 | ||||||
| 10.24 | Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of June 30, 2015+ | 10-Q | 8/10/2015 | 10.1 | ||||||
| 10.25 | Amendment to the Restricted Stock Unit Agreement, dated as of March 31, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | 10-K | 5/19/2016 | 10.50 | ||||||
| 10.26 | Restricted Unit Agreement, dated as of May 20, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | S-3ASR | 5/20/2016 | 10.2 | ||||||
| 10.27 | Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of February 7, 2017+ | 10-Q | 2/8/2017 | 10.3 | ||||||
| 10.28 | 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 | ||||||
| 10.29 | 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 | ||||||
| 10.30 | 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 |
| Incorporated by Reference | ||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
| 10.31 | First Amendment to Second Amended and Restated Credit Agreement, dated June 12, 2013 | 10-K | 5/14/2014 | 10.27 | ||||||
| 10.32 | Second Amendment to Second Amended and Restated Credit Agreement, dated April 28, 2014 | 10-K | 5/14/2014 | 10.28 | ||||||
| 10.33 | Third Amendment to Second Amended and Restated Credit Agreement, dated August 18, 2014 | 8-K | 8/21/2014 | 10.1 | ||||||
| 10.34 | Fourth Amendment to Second Amended and Restated Credit Agreement, May 21, 2015 | 10-K | 5/19/2016 | 10.45 | ||||||
| 10.35 | Fifth Amendment to Second Amended and Restated Credit Agreement, dated February 11, 2016 | 8-K | 2/12/2016 | 10.1 | ||||||
| 10.36 | Sixth Amendment to Second Amended and Restated Credit Agreement, dated April 8, 2016 | 10-Q | 8/5/2016 | 10.1 | ||||||
| 10.37 | Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company* | 10-Q | 11/8/2011 | 10.3 | ||||||
| 10.38 | 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 | ||||||
| 10.39 | 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 | ||||||
| 10.40 | 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 | ||||||
| 10.41 | 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 | ||||||
| 10.42 | 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 | Xbox One Publisher License Agreement dated October 31, 2013, between Microsoft Licensing, GP and the Company* | 10-Q | 2/4/2014 | 10.1 | ||||||
| 10.44 | 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 | ||||||
| 10.45 | Amendment to the Xbox One Publisher License Agreement, dated January 30, 2015, between Microsoft Corporation and the Company* | 10-K | 5/19/2016 | 10.48 | ||||||
| 10.46 | Amendment No. 3 to the Xbox One Publisher License Agreement, dated August 13, 2015, between Microsoft Corporation and the Company* | 10-K | 5/19/2016 | 10.49 |
| Incorporated by Reference | ||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
| 10.47 | Amendment No. 4 to the Xbox One Publisher License Agreement, dated December 15, 2016, between Microsoft Corporation and the Company** | 10-Q/A | 5/23/2017 | 10.2 | ||||||
| 10.48 | PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.** | X | ||||||||
| 10.49 | Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 2002 | 10-Q | 9/16/2002 | 10.2 | ||||||
| 10.50 | Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc. | 10-K | 5/23/2012 | 10.45 | ||||||
| 10.51 | Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc. | 10-K | 5/14/2014 | 10.39 | ||||||
| 10.52 | Eighth Lease Modification Agreement, dated as of January 6, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc. | 10-K | 5/19/2016 | 10.47 | ||||||
| 10.53 | Ninth Lease Modification Agreement, dated as of December 15, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc. | 10-Q | 2/4/2016 | 10.1 | ||||||
| 10.54 | Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 10036 | 10-Q | 2/8/2017 | 10.1 | ||||||
| 10.55 | Registration Rights Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc, Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l. | 8-K | 2/3/2017 | 10.1 |
| Importance by Reference | ||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
| 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 | ||||||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Document. | X |
| † | Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request. |
+ 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. |
| ** | Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment 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, 2017 and 2016, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended March 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2017, 2016 and 2015, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2017, 2016 and 2015; and (vi) Notes to the Consolidated Financial Statements.
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