Take-Two Interactive (TTWO) 10-K risk factor changes: FY2018 vs FY2017

Grand Theft Auto products contributed [removed: 38.2%] [added: 39.7%] of the Company's net revenue for the fiscal year ended March 31, [removed: 2017] [added: 2018] and the five best-selling franchises (including Grand Theft Auto), which may change year over year, in the aggregate accounted for [removed: 89.8%] [added: 90.6%] of the Company's net revenue for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

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 [removed: PS3 and] [added: PS3,] Microsoft's Xbox One and Xbox 360, [added: and the Nintendo Switch,] which comprised [removed: 81.0%] [added: 81.6%] of the Company's net revenue by product platform for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

We rely upon third-party digital delivery platforms, such as Microsoft's Xbox Live, [removed: Sony Entertainment] [added: PlayStation] Network, Steam and other third-party service providers, to provide connectivity from the consumer to our digital products and our online services.

[removed: Failure to comply with privacy laws,] data protection laws, or age restrictions may increase our costs, subject us to expensive and distracting government investigations, and result in substantial fines.

For example, the Court of Justice of the European Union's [removed: recent] decision to invalidate the E.U.-U.S. Safe Harbor regime that legitimized the transfer of certain personal data from the E.U. to the U.S. was a material change to laws on data privacy applicable to our business.

GDPR will become effective [removed: in] [added: on] May [added: 25,] 2018, and will replace the existing Data Protection Directive 95/46/EC.

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

[added: 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.

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 [removed: recent] acquisition of Social Point, to fail to realize the expected benefits.

[removed: We] [added: Accordingly, we] are subject to [removed: income taxes] [added: tax] in the U.S. and in various other jurisdictions.

Significant judgment is required in determining our worldwide provision for income taxes, [removed: and] [added: and,] in the ordinary course of [removed: business] [added: business,] there are many transactions and calculations where the ultimate tax determination is uncertain.

Although we currently believe our tax estimates are reasonable, the [removed: estimate] [added: estimation] process is inherently uncertain, and such estimates are not binding on tax authorities.

Additionally, tax determinations are regularly subject to audit by tax [removed: authorities] [added: authorities,] and developments in those audits could adversely affect our income tax provision.

Should the ultimate tax liability exceed estimates, our income tax provision and net income or loss could be [removed: adversely] [added: materially] affected.

We expect to provide a valuation allowance on future U.S. tax benefits until we can sustain a level of profitability or until other significant positive evidence arises that [removed: suggest] [added: suggests] that these benefits are more likely than not to be realized.

There can be no assurance that the outcomes from these examinations, changes in our business or changes in applicable tax [removed: rules] [added: law or interpretations] will not have an adverse effect on our net income or loss and financial condition.

[removed: Although management believes that the positions] we have taken are reasonable, various taxing authorities may challenge certain of the positions we have taken, which may also potentially result in additional liabilities for unclaimed property and interest in excess of accrued liabilities.

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2017] [added: 2018] accounted for [removed: 65.5%] [added: 70.7%] 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: 2017.][added: 2018.]

[removed: Retailers] [added: While digital sales are increasingly important to our business, for physical sales, retailers] have limited shelf space and promotional resources and competition is intense among newly introduced interactive entertainment software titles for adequate levels of shelf space and promotional support.

Future sales of our titles may not be sufficient to recover development payments and advances to software developers and licensors, and we may not have [removed: adequate financial and other resources to satisfy our contractual commitments to such developers.]

We are required to obtain licenses from [added: certain of our competitors, including] Sony and Microsoft, [removed: which are also our competitors,] to develop and publish titles for their respective hardware platforms.

[removed: If we underestimate] the amount of server capacity our business requires or if our business were to grow more quickly than expected, our consumers may experience service problems, such as slow or interrupted gaming access.

[removed: We may] be subject to lawsuits, governmental regulation or restrictions, and consumer backlash (including decreased sales and harmed reputation), as a result of consumers posting offensive content.

For the fiscal year ended March 31, [removed: 2017, 43.9%] [added: 2018, 41.3%] of our net revenue was earned outside the United States.

As a result, [removed: it is expected that] the British government [removed: will begin] [added: has begun] 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.

In addition, we believe that interactive entertainment software will increasingly become the subject of claims that such software infringes on the intellectual property [added: rights of others with both the growth of online functionality and advances in technology, game content and software graphics as games become more realistic.]

| • | 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 [removed: systems.] [added: systems;] |

Future acquisitions and investments could also involve the issuance of our equity and equity-linked securities (potentially diluting our existing stockholders), the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, intangibles, [added: or acquired in-process technology, or other increased cash and non-cash expenses such as stock-based compensation.]

If we are unable to maintain [added: and renew] these licenses or obtain additional licenses on reasonable economic terms or with significant commercial value, our revenue and profitability could decline significantly.

We expect that an increasing number of our games will be [added: supported with material post-release activities, such as content updates and] online-enabled [removed: in the future] [added: features,] and [removed: that] we could [added: therefore] be required to recognize [added: more of] the related revenues [added: for those games] over a period of time rather than at the time of sale.

[added: Further, as we increase our downloadable content and] add new features to our online services, [added: user playing patterns can affect] our estimate of the service period may change and we could be required to recognize revenues, and defer related costs, over a shorter or longer period of time than we initially allocated.

The share repurchase program authorized by the Board of Directors, which authorized the repurchase of up to [removed: 14,217,683] [added: 14.2 million] shares of our common stock and had [removed: 9,046,353] [added: 5.9 million] shares available for repurchase as of [removed: March 31, 2017,] [added: the date of this filing,] does not obligate the Company to make any purchases at any specific time or situation.

The ability of our Board of Directors to create and issue a new series of preferred stock and certain provisions of Delaware law, our certificate of incorporation and bylaws [removed: and the indenture governing our notes] could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock and the value of any outstanding notes.

Our inability to fully utilize [removed: our] [added: any] net operating losses [added: or tax credit carryforwards] to reduce tax liability in the future could have a material and negative affect on our future financial position and results of operations.

We may experience declines or fluctuations in the recurring portion of our business.

Our business model includes revenue that we deem recurring in nature, such as revenue from our annualized titles and associated services, and ongoing mobile businesses.

While we have been able to forecast the revenue from these areas of our business with greater certainty than for new offerings, we cannot provide assurances that consumers will purchase these games and services on a consistent basis.

Furthermore, we may cease to offer games and services that we previously had deemed to be recurring in nature.

Consumer purchases of our games and services may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our games and services, our ability to improve and innovate our annualized titles, our ability to adapt our games and services to new platforms, outages and disruptions of online services, the games and services offered by our competitors, our marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others.

Any decline or fluctuation in the recurring portion of our business may have a negative impact on our financial and operating results.

Failure to comply with privacy laws,

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

Although we have structured and operate our skill tournaments with applicable laws in mind, including any applicable laws relating to gambling, and believe that playing these games does not constitute gambling, our skill tournaments could in the future become subject to gambling-related rules and regulations and expose us to civil and criminal penalties.

We also sometimes offer consumers of our online and casual games various types of contests and promotional opportunities.

We are subject to laws in a number of jurisdictions concerning the operation and offering of such activities and games, many of which are still evolving and could be interpreted in ways that could harm our business.

Further, some of our online games and other services include random digital item mechanics, which may become subject to regulations in various jurisdictions.

If these were to occur, we might 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, such as reporting to regulators, all of which could significantly increase our operating costs.

Changes in current laws or regulations or the imposition of new laws and regulations in the United States, Europe, or elsewhere regarding these activities may lessen the growth of casual game services and impair our business.

Successful exploitation of our systems can have other negative effects upon the products, services and user experience we offer.

In particular, the virtual economies that we have established in many of our games are subject to abuse, exploitation and other forms of fraudulent activity that can negatively affect our business.

Virtual economies involve the use of virtual currency and/or virtual assets that can be used or redeemed by a player within a particular game or service.

The abuse or exploitation of our virtual economies include the illegitimate generation and sale of virtual items in black markets.

These kinds of activities and the steps that we take to address these issues may result in a loss of anticipated revenue, interfere with players’ enjoyment of a balanced game environment and cause reputational harm.

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (herein referred to as the "Act”).

The Act makes broad and complex changes to the U.S. tax code that could materially affect us.

The Act reduces the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018 and requires companies to pay a one-time transition tax on the previously untaxed earnings of certain foreign subsidiaries.

In addition, the Act makes other changes that may affect us, beginning April 1, 2018.

These changes include but are not limited to (1) a Base Erosion Anti-abuse Tax (BEAT), which is a new minimum tax, (2) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, (3) a new provision that taxes global intangible low-taxed income (GILTI), (4) the repeal of the domestic production activity deduction, and (5) other base broadening provisions.

We are currently evaluating the potential impact of the Act on our tax provision.

It is possible that these changes could have an adverse impact on our effective tax rate, tax payments, financial condition, or results of operations.

The new tax law is complex and additional interpretative guidance may be issued that could affect interpretations and assumptions we have made, as well as actions we may take as a result of the Act.

In addition, numerous countries are evaluating their existing tax laws due in part to recommendations made by the Organization for Economic Co-operation and Development’s (“OECD’s”) Base Erosion and Profit Shifting (“BEPS”) project.

Although we cannot predict whether, or in what form, any legislation based on such proposals may be adopted by the countries in which we do business, future tax reform based on such proposals may increase the amount of taxes we pay and adversely affect our operating results and cash flows.

We are a multinational corporation with operations in the U.S. and various other jurisdictions around the world.

We earn a significant amount of our operating income and continue to hold a significant portion of our cash outside the U.S. We are reviewing whether the Act will affect our existing intention to reinvest indefinitely earnings of our foreign subsidiaries.

The Act imposes a one-time transition tax on the previously untaxed earnings of certain foreign subsidiaries and other significant changes that affect how U.S. companies are taxed on foreign earnings.

These changes may result in higher effective tax rates for us.

Although management believes that the positions

adequate financial and other resources to satisfy our contractual commitments to such developers.

If we underestimate

We may

In addition, "cheating" programs or other unauthorized software tools and modifications that enable consumers to cheat in games harm the experience of players who play fairly and could negatively impact the volume of microtransactions or purchases of downloadable content.

Also, vulnerabilities in the design of our applications and of the platforms upon which they

run could be discovered after their release.

Changes

Further, our tax determinations are regularly subject to audit by tax authorities and developments in those audits could adversely affect our income tax provision.

Should our ultimate tax liability exceed our estimates, our income tax provision and net income or loss could be materially affected.

We earn a significant amount of our operating 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 affect how U.S. multinational corporations are taxed on foreign earnings.

Although we cannot predict whether or in what form this proposed legislation will pass, if enacted it could have a material adverse impact on our income tax provision and financial condition.

rights of others with both the growth of online functionality and advances in technology, game content and software graphics as games become more realistic.

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

In addition, we may under certain circumstances involving a change of control, be obligated to repurchase all or a portion of our 1.00% Convertible Notes and any potential acquirer would be required to assume our obligations related to any outstanding 1.00% Convertible Notes.

We or any possible acquirer may not have available financial resources necessary to repurchase those notes.

Our products are currently designed for console gaming systems such as Sony's PS4 and [removed: PS3 and] [added: PS3,] Microsoft's Xbox One and Xbox [removed: 360;] [added: 360, the Nintendo Switch,] and PC, including smartphones and tablets.

We have internal development studios located in [added: Australia,] Canada, China, Czech Republic, [added: Hungary, India, Spain, South Korea,] the United [removed: Kingdom] [added: Kingdom,] and the United States.

We believe that Rockstar has established a uniquely original, popular cultural phenomenon with its Grand Theft Auto series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 260] [added: 280] million units.

2K has [removed: secured] a multi-year license from the NBA to develop an online version of the NBA simulation game in China, Taiwan, South Korea and Southeast Asia.

Sales of Grand Theft Auto products generated [removed: 38.2%] [added: 39.7%] of our net revenue for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

Our five largest customers accounted for [removed: 65.5%, 58.9%] [added: 70.7%, 65.5%] and [removed: 64.6%] [added: 58.9%] of net revenue during the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.

As of March 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] five customers comprised [removed: 69.9%] [added: 65.4%] and [removed: 73.9%] [added: 69.9%] 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: 57.6%] [added: 53.2%] and [removed: 64.1%] [added: 57.6%] of such balance at March 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

We had two customers who accounted for [removed: 40.2%] [added: 37.7%] and [removed: 17.4%] [added: 15.5%] of our gross accounts receivable as of March 31, [removed: 2017] [added: 2018] and [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.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

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 [removed: PS3 and] [added: PS3,] Microsoft's Xbox One and Xbox 360, [added: and the Nintendo Switch,] which comprised [removed: 81.0%] [added: 81.6%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

[removed: Note 17 to the Consolidated Financial Statements, "Segment and Geographic Information,"] [added: Our "Results of Operations,"] discloses that net revenue from digital online channels comprised [removed: 51.8%] [added: 63.1%] of our net revenue [removed: by distribution channel] for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

We released the following key titles in fiscal year [removed: 2017:][added: 2018:]

| NBA [removed: 2K17] [added: 2K18] | | 2K | | Internal | | Xbox 360, Xbox One, PS3, PS4, [removed: PC] [added: PC, Switch (digital)] | | September [removed: 20, 2016] [added: 19, 2017] |

| [removed: Mafia III] [added: WWE 2K18] | | 2K | | [removed: Internal] [added: Internal/External] | | Xbox One, [removed: PS4, PC] [added: PS4] | | October [removed: 7, 2016] [added: 13, 2017] |

| Red Dead Redemption 2 | | Rockstar Games | | Internal | | [removed: PS4, XBox One] [added: Xbox One, PS4] | | [removed: Spring] [added: October 26,] 2018 |

| WWE 2K18 | | 2K | | Internal/External | | [removed: TBA] [added: PC] | | [removed: Fall] [added: October 17,] 2017 |

Fiscal [removed: 2017] [added: 2018] Financial Summary

Our net revenue for fiscal year ended March 31, [removed: 2017] [added: 2018] was led by titles from a variety of our top franchises, primarily Grand Theft Auto, NBA [removed: 2K] [added: 2K,] and WWE 2K.

Our net revenue increased to [removed: $1,779.7] [added: $1,792.9] million, an increase of [removed: $366.1] [added: $13.1] million or [removed: 25.9%] [added: 0.7%] compared to the fiscal year ended March 31, [removed: 2016.][added: 2017.]

For the fiscal year ended March 31, [removed: 2017,] [added: 2018,] our net income was [removed: $67.3] [added: $173.5] million, as compared to a net [removed: loss] [added: income] of [removed: $8.3] [added: $67.3] million in the prior year.

Diluted earnings per share for the fiscal year ended March 31, [removed: 2017] [added: 2018] was [removed: $0.72,] [added: $1.54,] as compared to [removed: a loss per share of $0.10] [added: $0.72] for the fiscal year ended March 31, [removed: 2016.][added: 2017.]

At March 31, [removed: 2017] [added: 2018] we had [removed: $943.4] [added: $809.0] million of cash and cash equivalents, compared to [removed: $798.7] [added: $943.4] million at March 31, [removed: 2016.][added: 2017.]

The [removed: increase] [added: decrease] in cash and cash equivalents from March 31, [removed: 2016] [added: 2017] was due primarily to cash [removed: provided by operating activities] [added: used in financing and investing activities,] partially offset by cash [removed: used in investing and financing] [added: provided by operating] activities.

[removed: The increase in net] [added: Net] cash provided by [removed: operations] [added: operating activities] was due primarily to cash generated from sales of [added: virtual currency, NBA 2K18,] Grand Theft Auto V, [removed: NBA 2K17, WWE 2K17, Mafia III,] and [removed: virtual currency,] [added: WWE 2K18,] partially offset by investments in software development and licenses [removed: and] [added: as well as] the funding of internal royalty payments.

Net cash used in [removed: investing and] financing activities [removed: related] [added: was] primarily [added: related] to [removed: our acquisition] [added: repurchases] of [removed: Social Point] [added: common stock under our share repurchase program] and [removed: the] [added: tax payments related to] net share settlements of [removed: stock-based] [added: our restricted stock] awards.

[removed: Income Taxes][added: Provision/Benefit from income taxes]

Recently [added: Adopted and Recently] Issued Accounting Pronouncements

| | [removed: |] 2017 | | | | [removed: | | |] 2016 | | | [removed: | | | | 2015 | | | | | |]

| Net revenue | | $ | [removed: 1,779,748] [added: 1,792,892] | | | 100.0 | % | | $ | [removed: 1,413,698] [added: 1,779,748] | | | 100.0 | % | | $ | [removed: 1,082,938] [added: 1,413,698] | | | 100.0 | % |

| Cost of goods sold | | [removed: 1,022,959] [added: 898,311] | | | | [removed: 57.5] [added: 50.1] | % | | [removed: 813,873] [added: 1,022,959] | | | | [removed: 57.6] [added: 57.5] | % | | [removed: 794,867] [added: 813,873] | | | | [removed: 73.4] [added: 57.6] | % |

| Gross profit | | [removed: 756,789] [added: 894,581] | | | | [removed: 42.5] [added: 49.9] | % | | [removed: 599,825] [added: 756,789] | | | | [removed: 42.4] [added: 42.5] | % | | [removed: 288,071] [added: 599,825] | | | | [removed: 26.6] [added: 42.4] | % |

| Selling and marketing | | [removed: 285,453] [added: 256,092] | | | | [removed: 16.0] [added: 14.3] | % | | [removed: 198,309] [added: 285,453] | | | | [removed: 14.0] [added: 16.0] | % | | [removed: 235,341] [added: 198,309] | | | | [removed: 21.7] [added: 14.0] | % |

| General and administrative | | [removed: 211,409] [added: 247,828] | | | | [removed: 11.9] [added: 13.8] | % | | [removed: 192,452] [added: 211,409] | | | | [removed: 13.6] [added: 11.9] | % | | [removed: 175,093] [added: 192,452] | | | | [removed: 16.2] [added: 13.6] | % |

| Research and development | | [removed: 137,915] [added: 196,373] | | | | [removed: 7.8] [added: 11.0] | % | | [removed: 119,807] [added: 137,915] | | | | [removed: 8.5] [added: 7.8] | % | | [removed: 115,043] [added: 119,807] | | | | [removed: 10.6] [added: 8.5] | % |

| Business reorganization | | [removed: —] [added: 14,742] | | | | [removed: —] [added: 0.8] | % | | [removed: 71,285] [added: —] | | | | [removed: 5.1] [added: —] | % | | [removed: —] [added: 71,285] | | | | [removed: —] [added: 5.1] | [added: %] |

| Depreciation and amortization | | [removed: 30,707] [added: 43,969] | | | | [removed: 1.7] [added: 2.5] | % | | [removed: 28,800] [added: 30,707] | | | | [removed: 2.0] [added: 1.7] | % | | [removed: 21,057] [added: 28,800] | | | | 2.0 | % |

| Total operating expenses | | [removed: 665,484] [added: $] | [added: 665,484] | | | 37.4 | % | | [removed: 610,653] [added: $] | [added: 610,653] | | | 43.2 | % | | [removed: 546,534] [added: $] | [added: 54,831] | | | [removed: 50.5] [added: 9.0] | % |

| Income (loss) from operations | | [removed: 91,305] [added: 135,577] | | | | [removed: 5.1] [added: 7.6] | % | | [removed: (10,828] [added: 91,305] | | [removed: )] | | [removed: (0.8] [added: 5.1] | [removed: )%] [added: %] | | [removed: (258,463] [added: (10,828] | | ) | | [removed: (23.9] [added: (0.8] | )% |

| Interest and other, net | | [removed: (15,690] [added: 1,048] | | [removed: )] | | [removed: (0.9] [added: 0.1] | [removed: )%] [added: %] | | [removed: (30,205] [added: (15,690] | | ) | | [removed: (2.1] [added: (0.9] | )% | | [removed: (31,893] [added: (30,205] | | ) | | [removed: (2.9] [added: (2.1] | )% |

| Gain on long-term investments, net | | [removed: 1,350] [added: —] | | | | [removed: 0.1] [added: —] | % | | [removed: 2,683] [added: 1,350] | | | | [removed: 0.2] [added: 0.1] | % | | [removed: 17,476] [added: 2,683] | | | | [removed: 1.6] [added: 0.2] | % |

On December 14, 2017, we announced the formation of Private Division, our new label that is dedicated to bringing titles from top independent developers to market.

Private Division will publish several upcoming titles based on new IP from renowned industry creative talent, including the previously announced Ancestors: The Humankind Odyssey from Panache Digital Game, a studio led by the creator of the Assassin's Creed franchise Patrice Désilets; an unannounced role-playing game ("RPG") currently code-named Project Wight from The Outsiders, a studio formed by ex-DICE developers David Goldfarb and Ben Cousins; an unannounced RPG from Obsidian Entertainment led by Tim Cain and Leonard Boyarsky, co-creators of Fallout; and an

unannounced sci-fi first-person shooter from V1 Interactive, a studio founded by Halo co-creator Marcus Lehto.

Additionally, Private Division is the publisher of Kerbal Space Program, which we acquired in May 2017.

Social Point develops and publishes popular free-to-play mobile games that deliver high quality, deeply-engaging entertainment experiences, including its two most successful games, Dragon City and Monster Legends.

| NBA 2K18 | | 2K | | Internal | | Switch (physical) | | October 17, 2017 |

| L.A. Noire | | Rockstar Games | | Internal | | Xbox One, PS4, Switch | | November 14, 2017 |

| WWE 2K18 | | 2K | | Internal/External | | Switch | | December 6, 2017 |

| L.A. Noire: The VR Case Files | | Rockstar Games | | Internal | | HTC Vive | | December 15, 2017 |

| Kerbal Space Program: Enhanced Edition | | Private Division | | External | | Xbox One, PS4 | | January 16, 2018 |

| XCOM 2 Collection | | 2K | | External | | PC | | February 1, 2018 |

| Sid Meier's Civilization VI: Rise and Fall (DLC) | | 2K | | Internal | | PC | | February 8, 2018 |

| XCOM 2 Collection | | 2K | | External | | PS4, Xbox One | | February 21, 2018 |

| L.A. Noire: The VR Case Files | | Rockstar Games | | Internal | | Oculus Rift | | March 29, 2018 |

| Grand Theft Auto V: Premium Online Edition | | Rockstar Games | | Internal | | PS4, Xbox One, PC | | April 20, 2018 |

| NBA 2K19 | | 2K | | Internal | | TBA | | Fall 2018 |

| WWE 2K19 | | 2K | | Internal/External | | TBA | | Fall 2018 |

Net cash used in investing activities was primarily related to net purchases of available for sale securities, purchases of fixed assets, and our asset acquisition of Kerbal Space Program.

Our most critical accounting policies, which are those that require significant judgment, include revenue recognition; price protection and allowances for returns; capitalization and recognition of software development costs and licenses; fair value estimates including valuation of goodwill, intangible assets, and long-lived assets; valuation and recognition of stock-based compensation; and income taxes.

See Note 1 - Basis of Presentation and Significant Accounting Policies in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K.

See Note 1 - Basis of Presentation and Significant Accounting Policies.

| | | 2018 | | | | | | | 2017 | | | | | | | 2016 | | | | | |

| Net revenue | | $ | 1,792,892 | | | 100.0 | % | | $ | 1,779,748 | | | 100.0 | % | | $ | 13,144 | | | 0.7 | % |

| Internal royalties | | 383,020 | | | | 21.4 | % | | 330,782 | | | | 18.6 | % | | 52,238 | | | | 15.8 | % |

| Product costs | | 203,301 | | | | 11.3 | % | | 255,914 | | | | 14.4 | % | | (52,613 | | ) | | (20.6 | )% |

| Software development costs and royalties(1) | | 191,400 | | | | 10.7 | % | | 335,675 | | | | 18.9 | % | | (144,275 | | ) | | (43.0 | )% |

| Licenses | | 120,590 | | | | 6.7 | % | | 100,588 | | | | 5.6 | % | | 20,002 | | | | 19.9 | % |

| Cost of goods sold | | 898,311 | | | | 50.1 | % | | 1,022,959 | | | | 57.5 | % | | (124,648 | | ) | | (12.2 | )% |

| Gross profit | | $ | 894,581 | | | 49.9 | % | | $ | 756,789 | | | 42.5 | % | | $ | 137,792 | | | 18.2 | % |

| (1) | Includes $24,610 and $21,056 of stock-based compensation expense in 2018 and 2017, respectively. |

This increase was due primarily to an increase of $159.4 million in revenues from our NBA 2K franchise, partially offset by a decrease of $134.9 million in net revenue from Mafia III, which released in October 2016.

Net revenue from our Grand Theft Auto franchise increased $32.0 million as compared to the prior year.

This increase was due primarily to an increase of $114.9 million in net revenue from Grand Theft Auto Online, partially offset by a decrease of $78.0 million from Grand Theft Auto V.

The increase in net revenue from console games was due primarily to higher net revenue from our NBA 2K franchise, partially offset by lower net revenues from Mafia III, which released in October 2016.

The increase in recurrent consumer spending was due primarily to higher virtual currency net revenue from Grand Theft Auto Online, our NBA 2K franchise, and Social Point titles with only two months of net revenue in the prior year as it was acquired in January 2017.

The percentage increase was due primarily to lower software development costs as a percentage of net revenue due to Mafia III and Civilization VI releasing in the prior year, as well as lower product costs as a percentage of net revenue due to the decrease in net revenue from physical retail sales.

The increase was offset by higher internal royalties as a percentage of net revenue due to the timing of when royalties are earned and to a lesser extent higher stock-based compensation costs as a percentage of net revenue.

The decrease in net revenue was due primarily to a decrease in net revenue from Mafia III, partially offset by higher net revenues from our NBA 2K franchise.

| Selling and marketing | | $ | 256,092 | | | 14.3 | % | | $ | 285,453 | | | 16.0 | % | | $ | (29,361 | ) | | (10.3 | )% |

| General and administrative | | 247,828 | | | | 13.8 | % | | 211,409 | | | | 11.9 | % | | 36,419 | | | | 17.2 | % |

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

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.

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.

| Battleborn | | 2K | | External | | Xbox One, PS4, PC | | May 3, 2016 |

| 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 |

| WWE 2K17 | | 2K | | Internal/External | | Xbox 360, Xbox One, PS3, PS4 | | October 11, 2016 |

| Sid Meier's Civilization VI | | 2K | | Internal | | PC | | October 21, 2016 |

| NBA 2K18 | | 2K | | Internal | | Xbox 360, Xbox One, PS3, PS4, Switch, PC | | September 19, 2017 |

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.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net revenues and expenses during the reporting periods.

We base our estimates, assumptions and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our Consolidated Financial Statements are prepared.

On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP.

However, because future events and their effects cannot be determined with certainty, actual amounts could differ significantly from these estimates.

We have identified the policies below as critical to our business operations and the understanding of our financial results and they require management's most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

The effect and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.

For a detailed discussion on the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements.

Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Revenue Recognition

We recognize revenue on the sales of software products upon the transfer of title and risk of loss to our customers.

Accordingly, we recognize revenue for software titles when there is (1) persuasive evidence that an arrangement with the customer exists, (2) the product is delivered, (3) the selling price is fixed or determinable and (4) collection of the customer receivable is deemed probable.

Certain products are sold to customers with a street date (i.e., the earliest date these products may be sold by retailers).

For these products we recognize revenue on the later of the street date or the sale date.

In addition, some of our software products are sold as full game digital downloads and digital add-on content for which the consumer takes possession of the digital content for a fee.

Revenue from product downloads is generally recognized when the download is made available to the end user (assuming all other recognition criteria are met).

In providing credit terms to our customers, our payment arrangements typically provide net 30 and 60 day terms.

Advances received for licensing and exclusivity arrangements are reported on our Consolidated Balance Sheets as deferred revenue until we meet our performance obligations, at which point we recognize the revenue.

For some of our software products, we enter into multiple element revenue arrangements in which we may provide a combination of full game software, online multi-player functionality, and related post-contract customer support ("PCS") which generally includes additional free unspecified add-on content updates, maintenance, and online support services.

For these arrangements, we evaluate the significance of the PCS at the time each game is released based on the guidance in Accounting Standards Codification 985-605, "Software—Revenue Recognition" ("ASC 985-605") to determine if the PCS rises to the level of a separate deliverable.

We monitor our initial assessments on an ongoing basis and consider any changes that may arise.

In conjunction with our evaluation, we consider such factors as the significance of the development effort, the nature of online features, the extent of anticipated marketing focus on online features, the significance of the online features to the consumers' anticipated overall gameplay experience, and the significance and length of time of our post sale obligations to consumers.

Determining whether PCS is significant for a particular game is subjective and requires management's judgment.

When a software arrangement includes multiple elements, the arrangement consideration is allocated to each revenue element based on its relative fair value, based on the vendor specific objective evidence ("VSOE") of fair value for each element.

When VSOE of fair value does not exist for all of the elements in the arrangement, ASC 985-605 requires either the use of the residual method or the deferral of revenue until the earlier point at which VSOE of fair value exists for any undelivered element or until only one undelivered element remains.

For arrangements that require the deferral of revenue, the related cost of goods sold is deferred and recognized as the related net revenue is recognized.

Deferred cost of goods sold includes product costs and licenses.

We do not have VSOE for our PCS obligations and in those arrangements where PCS obligations have been determined to be significant we recognize revenue from the sale of software products and the related cost of goods sold ratably over the period we expect to offer the PCS to the consumer ("estimated service period"), assuming all other recognition criteria are met.

As of March 31, [removed: 2017,] [added: 2018,] we had [removed: $448.9] [added: $615.4] million of short-term [removed: investments] [added: investments,] which included [removed: $273.2] [added: $398.7] million of available-for-sale securities.

We also had [removed: $943.4] [added: $809.0] 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: 2017.][added: 2018.]

Under our Credit Agreement, outstanding balances bear interest at our election of (a) 0.25% to 0.75% above a certain base rate [removed: (4.25%] [added: (4.75%] at March 31, [removed: 2017),] [added: 2018),] or (b) 1.25% to 1.75% above the LIBOR rate (approximately [removed: 2.23%] [added: 1.88%] at March 31, [removed: 2017),] [added: 2018),] with the margin rate subject to the achievement of certain average liquidity levels.

At March 31, [removed: 2017,] [added: 2018,] there were no outstanding borrowings under our Credit Agreement.

Translation adjustments are included as a separate component of stockholders' [removed: equity.][added: equity on our Consolidated Balance Sheets.]

For the fiscal [removed: year] [added: years] ended March 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] our foreign currency translation adjustment [removed: loss] was [removed: $9.1] [added: a gain of $43.4] million and [removed: $7.4] [added: a loss of $9.1] million, respectively.

We recognized a foreign currency exchange transaction [added: loss of $3.0 million, a] gain of $5.0 [removed: million for fiscal year ended March 31, 2017,] [added: million,] and [removed: losses] [added: a loss] of $1.4 million [removed: and $2.1] million [removed: million] for the fiscal years ended March 31, [removed: 2016,] [added: 2018, 2017,] and [removed: 2015] [added: 2016,] respectively, in [removed: interest] [added: Interest] and other, net in our Consolidated Statements of Operations.

We use foreign currency forward contracts to mitigate foreign currency exchange rate risk associated with non-functional currency denominated cash balances and inter-company funding loans, non-functional currency denominated accounts receivable and [removed: non-functional currency denominated accounts payable.][added: non-]

At March 31, [removed: 2016,] [added: 2018,] we had [removed: $2.4] [added: $4.4] million of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $54.5] [added: $67.6] 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: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] we recorded [added: a loss of $19.5 million and] gains of $7.2 [removed: million, $0.1 million,] [added: million] and [removed: $18.5] [added: $0.1] million, respectively, related to foreign currency forward contracts in [removed: interest] [added: Interest] and other, net on the Consolidated Statements of Operations.

As of March 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] the fair value of these outstanding forward contracts was a loss of [removed: $0.4] [added: $0.0] million and [removed: $0.1] [added: $0.4] million, respectively, and is included in accrued and other current liabilities.

For the fiscal year ended March 31, [removed: 2017, 43.9%] [added: 2018, 41.3%] 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: 4.4%,] [added: 4.1%,] while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenues by [removed: 4.4%.][added: 4.1%.]

functional currency denominated accounts payable.

We develop and publish products principally through our two wholly-owned labels Rockstar Games and [removed: 2K.][added: 2K, as well as our new Private Division label and Social Point, a leading developer of mobile games.]

Our products are currently designed for console gaming systems such as the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4") and PlayStation®3 ("PS3"), Microsoft Corporation ("Microsoft") Xbox One® ("Xbox One") and Xbox 360® ("Xbox [removed: 360");] [added: 360"), the Nintendo Switch,] and personal computers ("PC"), including smartphones and tablets.

We were incorporated under the laws of the State of Delaware in 1993 and are headquartered in New York, New York with approximately [removed: 3,707] [added: 4,492] employees globally.

New York, NY [removed: 10012][added: 10036]

[removed: Another cornerstone of our strategy is to support] the success of our products in the marketplace through innovative marketing programs and global distribution on platforms and through channels that are relevant to our target audience.

Our business consists principally of our wholly-owned labels Rockstar Games and [removed: 2K.][added: 2K, as well as our new Private Division label and Social Point, a leading developer of mobile games.]

2K is the publisher of a number of critically acclaimed, multi-million unit selling franchises including [removed: Battleborn,] BioShock, Borderlands, Carnival Games, Evolve, Mafia, NBA 2K, Sid Meier's Civilization, WWE 2K and XCOM.

We currently own the intellectual property rights to [removed: 22] [added: 25] proprietary brands.

In addition, the interactive entertainment software industry is delivering a growing amount of content for traditional platforms through digital [removed: download on the Internet.][added: download.]

Virtually all of our titles that are available through retailers as packaged goods products are also available through direct digital download [removed: on the Internet] (from websites we own and third-party websites).

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

[removed: In addition, we are publishing] [added: We also publish] an expanding variety of titles for tablets and smartphones, which are delivered to consumers through digital [removed: download via the Internet.][added: download.]

Operating margins are dependent in part upon our ability to [removed: continually] release new, commercially successful software products and to manage effectively their development and marketing costs.

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

As of March 31, [removed: 2017,] [added: 2018,] we had a research and development staff of [removed: 2,818] [added: 3,533] employees with the technical capabilities to develop software titles for all major consoles, handheld hardware platforms and PCs in multiple languages and territories.

[removed: party] [added: Our agreements with third-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.

We continue to engage in evolving business models such as [removed: downloadable content,] online [removed: gaming] [added: gaming, virtual currencies, add-on content,] and [removed: microtransactions.][added: microtransactions, and we expect to continue to generate incremental revenue opportunities from these opportunities.]

We expect Rockstar Games, our wholly-owned publisher of the Grand Theft Auto, Max Payne, Midnight Club, Red Dead [added: Redemption,] 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 Grand Theft Auto series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 260] [added: 280] million units.

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

[added: 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.

The term of the Xbox One license agreement expires on March 31, [removed: 2018] [added: 2019] and the term of the Xbox 360 license agreement expires on [removed: December] [added: March] 31, [removed: 2017,] [added: 2019,] each agreement with automatic one-year renewal terms thereafter.

Our top customers include, among others, GameStop Corporation, Microsoft, Sony, [removed: Steam] [added: Steam,] and Wal-Mart.

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2017] [added: 2018] accounted for [removed: 65.5%] [added: 70.7%] 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: 2017.][added: 2018.]

| • | 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 [removed: $127.7] [added: $59.7] million, [removed: $64.5] [added: $127.7] million and [removed: $50.1] [added: $64.5] million during the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively. |

As of March 31, [removed: 2017,] [added: 2018,] we had a sales and marketing staff of [removed: 415] [added: 434] people.

| • | Companies that range in size and cost structure from very small with limited resources to very large with greater financial, marketing and technical personnel and other resources than ours, including Activision Blizzard, [removed: Inc. and] [added: Inc.,] Electronic Arts [removed: Inc.] [added: Inc., and Ubisoft Entertainment S.A.] |

[added: Sales of our] Grand Theft Auto products [removed: contributed 38.2%] [added: generated 39.7%] of our net revenue for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

The timing of our Grand Theft Auto releases [removed: varies significantly, which in turn] may affect our financial performance on a quarterly and annual basis.

Our five largest customers accounted for [removed: 65.5%, 58.9%] [added: 70.7%, 65.5%] and [removed: 64.6%] [added: 58.9%] of net revenue during the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.

[added: As] of [added: March 31, 2018 and 2017, five customers comprised 65.4% and 69.9% 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: 57.6%%] [added: 53.2%] and [removed: 64.1%] [added: 57.6%] of such balance at March 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

We had two customers who accounted for [removed: 40.2%] [added: 37.7%] and [removed: 17.4%] [added: 15.5%] of our gross accounts receivable as of March 31, [removed: 2017] [added: 2018] and [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.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

We derive most of our revenue from the sale of products made for video game [removed: platforms] [added: consoles] manufactured by third-parties, such as Sony's [removed: PS4c and PS3] [added: PS4] and [added: PS3,] Microsoft's Xbox One and Xbox 360, [added: and the Nintendo Switch,] which comprised [removed: 81.0%] [added: 81.6%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

Note 17 to the Consolidated Financial Statements, "Segment and Geographic Information," discloses that net revenue from digital online channels comprised [removed: 51.8%] [added: 63.1%] of our net revenue by distribution channel for the fiscal year ended March 31, [removed: 2017.][added: 2018.]

For the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015, 43.9%, 47.4%] [added: 2016, 41.3%, 43.9%] and [removed: 42.5%,] [added: 47.4%,] respectively, of our net revenue was earned outside the United States.

As of March 31, [removed: 2017,] [added: 2018,] we had [removed: 3,707] [added: 4,492] full-time employees, of which [removed: 1,772] [added: 2,448] were employed outside of the United States.

110 West 44th Street

Another cornerstone of our strategy is to support

Private Division.

On December 14, 2017, we announced the formation of Private Division, our new label that is dedicated to bringing titles from top independent developers to market.

Private Division will publish several upcoming titles based on new IP from renowned industry creative talent, including the previously announced Ancestors: The Humankind Odyssey from Panache Digital Games, a studio led by the creator of the Assassin's Creed franchise Patrice Désilets; an unannounced role-playing game ("RPG") currently code-named Project Wight from The Outsiders, a studio formed by ex-DICE developers David Goldfarb and Ben Cousins; an unannounced RPG from Obsidian Entertainment led by Tim Cain and Leonard Boyarsky, co-creators of Fallout; and an unannounced sci-fi first-person shooter from V1 Interactive, a studio founded by Halo co-creator Marcus Lehto.

Additionally, Private Division is the publisher of Kerbal Space Program, which we acquired in May 2017.

Social Point.

Social Point develops and publishes popular free-to-play mobile games that deliver high quality, deeply-engaging entertainment experiences, including its two most successful games, Dragon City and Monster Legends.

In February, 2017, we expanded our relationship with the NBA through the creation of the NBA 2K League, a new, professional competitive gaming league.

Launched in May 2018, this groundbreaking competitive gaming league is jointly owned by Take-Two and the NBA and consists of teams operated by actual NBA franchises.

The NBA 2K League follows a professional sports league format: competing head-to-head throughout a regular season, participating in a bracketed playoff system, and concluding with a championship match-up.

622 Broadway

Our agreements with third-

We expect to continue to generate incremental revenue opportunities through add-on content, microtransactions and online play.

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

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.

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

As of March 31, 2017 and 2016, five customers comprised 69.9% and 73.9%

[added: The complaint claims damages of at least $150 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.

We believe that we have meritorious defenses to [removed: these] [added: the remaining] claims, and we intend to vigorously defend against them and to pursue [removed: any] [added: our] counterclaims.

We have asserted counterclaims for breach of contract, theft of trade secrets, and misappropriation.

As a result of amended pleadings, motion practice and appeals to date, twelve of Mr. Benzies’ claims have been dismissed, leaving only six remaining claims: breach of various contracts, constructive discharge, breach of implied duty of good faith and fair dealing, and tortious interference with contract.

Our federal court action has been stayed pending the conclusion of the state court action.

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.

| | For the fiscal year ended March 31, [removed: 2017] [added: 2018] |

| [removed: 622 Broadway] [added: 110 West 44th Street] New York, New York (Address of principal executive offices) | | [removed: 10012] [added: 10036] (Zip Code) |

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: $3,782,335,339.][added: $11,405,142,125.]

As of May [removed: 16, 2017,] [added: 4, 2018] there were [removed: 103,836,895] [added: 114,379,624] shares of the Registrant's Common Stock outstanding, net of treasury stock.

Portions of the registrant's definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders

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| | [Index to Financial [removed: Statements](#sB674ED557BA95291B459C19C7D44B246)] [added: Statements](#sE86E5A569B035B3DA9E73FC49BD00DC8)] | [removed: [54](#sB674ED557BA95291B459C19C7D44B246)] [added: [51](#sE86E5A569B035B3DA9E73FC49BD00DC8)] |

10-K 1 ttwo10k03312018.htm 10-K

| [PART I](#s4DD1DBE18BAC5416825197A23D70692B) | | |

| [PART II](#s43F01405A92350F39890E5BEA7644CE9) | | |

| [PART IV](#s576A48EE40BC5601BEEAE436D8ED9DBD) | | |

| | [Signatures](#sC416EC9C3BEC514D8B796443ACB2B808) | [89](#sC416EC9C3BEC514D8B796443ACB2B808) |

10-K 1 ttwo10k03312017.htm 10-K

| [PART I](#s3C01D570FDBB572EA9635504A3A87514) | | |

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

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

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

[removed: Our principal executive offices are located at 622 Broadway, New York, New York in] [added: We also lease] approximately 64,000 square feet of space under a lease expiring in March [removed: 2023.][added: 2023 at 622 Broadway, New York, New York.]

[removed: We also lease approximately 61,000 square feet of space] [added: Our principal executive offices are located] at [added: 110 West 44th Street (also known as] 1133 Avenue of the [removed: Americas,] [added: Americas),] New York, New [removed: York] [added: York, in approximately 61,000 square feet of space] under a lease expiring in December 2032.

2K corporate offices and two development studios occupy approximately [removed: 110,000] [added: 123,000] square feet of leased office space in Novato, California.

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

The lease expires in June 2023 with respect to approximately 59,000 square feet and July 2025 with respect to approximately 64,000 square feet.

Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; and Kirkland, Washington.

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.

The lease expires in March 2019.

| Fiscal Year Ended March 31, [removed: 2016] [added: 2018] | | | | | | | |

| First Quarter ended June 30, [removed: 2015] [added: 2017] | $ | [removed: 28.98] [added: 79.77] | | | $ | [removed: 23.30] [added: 57.53] | |

| Second Quarter ended September 30, [removed: 2015] [added: 2017] | [removed: 32.71] [added: 102.96] | | | | [removed: 25.01] [added: 72.07] | | |

| Third Quarter ended December 31, [removed: 2015] [added: 2017] | [removed: 37.00] [added: 119.02] | | | | [removed: 27.89] [added: 100.43] | | |

| Fourth Quarter ended March 31, [removed: 2016] [added: 2018] | [removed: 37.95] [added: 126.67] | | | | [removed: 31.36] [added: 97.46] | | |

The number of record holders of our common stock was [removed: 80] [added: 58] as of May [removed: 16, 2017.][added: 8, 2018.]

The following line graph compares, from March 31, [removed: 2012] [added: 2013] through March 31, [removed: 2017,] [added: 2018,] 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: 2012] [added: 2013] 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: ][added: ]

* $100 invested on March 31, [removed: 2012] [added: 2013] in stock or index - including reinvestment of dividends.

| | [removed: 2012 | | | |] 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | [added: | 2018 | | |]

Share Repurchase [removed: Program—In January 2013, our] [added: Program—Our] Board of Directors [added: has] authorized the repurchase of up to [removed: 7,500,000] [added: 14,217,683] shares of our common stock.

During the fiscal [removed: year] [added: years] ended March 31, [removed: 2014,] [added: 2018, 2017, and 2016] we repurchased [removed: 4,217,683] [added: 1,512,557, 0, and 953,647] shares of our common stock in the open [removed: market] [added: market, respectively,] for [removed: $73.3 million] [added: $154.8 million, $0.0 million, and $26.6 million, respectively, including commissions] as part of the program.

As of March 31, [removed: 2017,] [added: 2018,] we [removed: have] [added: had] repurchased a total of [removed: 5,171,330] [added: 6,683,887] shares of our common stock [added: under the program,] and [removed: have 9,046,353] [added: 7,533,796] shares of our common stock [removed: that remain] [added: remained] available for repurchase under [removed: our] [added: the] share repurchase [removed: authorization.][added: program.]

[removed: We are authorized to] [added: Under this program we may] purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws.

Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, [removed: our] [added: the Company's] financial performance and other conditions.

During the fiscal year ended March 31, [removed: 2017,] [added: 2018,] we [added: also] repurchased [removed: 133,250] [added: 151,108] shares of our common stock for [removed: $7.9] [added: $13.5] million, 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.

These [removed: 133,250] [added: 151,108] shares were not part of the publicly announced share repurchase program.

Summary Table—The table below details the share repurchases that were made by us during the three months ended March 31, [removed: 2017:][added: 2018:]

| * | [removed: All] [added: 113,330] of the shares [removed: purchased] [added: repurchased] during [removed: this period] [added: March 2018] were [removed: purchased] [added: repurchased] in connection with our obligation to holders of restricted stock [removed: awards] [added: units] to withhold the number of shares required to satisfy the holders' tax liabilities in connection with the vesting of such [removed: shares. None of the] shares [removed: repurchased during the three months ended March 31, 2017] [added: and] were [added: not] part of the publicly announced share repurchase program. |

March 2018

| Take-Two Interactive Software, Inc. | $ | 100.00 | | | $ | 135.79 | | | $ | 157.65 | | | $ | 233.25 | | | $ | 367.00 | | | $ | 605.45 | |

| NASDAQ Composite Index | 100.00 | | | | 130.18 | | | | 153.76 | | | | 154.62 | | | | 189.99 | | | | 229.43 | | |

| Peer Group | 100.00 | | | | 147.14 | | | | 216.02 | | | | 281.44 | | | | 400.93 | | | | 544.26 | | |

Subsequent to March 31, 2018 and through the date of this filing, we repurchased an additional 1,597,216 shares of our common stock in the open market for $153.5 million, including commissions.

After these additional purchases, 5,936,580 shares of our common stock remain available for repurchase under the share repurchase program.

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

| January 1 - 31, 2018 | | — | | | — | | | | — | | | 7,982,603 | |

| February 1 - 28, 2018 | | 63,195 | | | $ | 104.01 | | | 63,195 | | | 7,919,408 | |

| March 1 - 31, 2018 | | 498,942 | | | $ | 98.91 | | | 385,612 | | | 7,533,796 | |

March 2017

| 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 | | |

In May 2015, our Board of Directors authorized the repurchase of an additional 6,717,683 shares of our common stock pursuant to the share repurchase program.

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

| January 1 - 31, 2017 | | — | | | — | | | | — | | | 9,046,353 | |

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

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

| STATEMENT OF OPERATIONS DATA: | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Net revenue | $ | [removed: 1,779,748] [added: 1,792,892] | | | $ | [removed: 1,413,698] [added: 1,779,748] | | | $ | [removed: 1,082,938] [added: 1,413,698] | | | $ | [removed: 2,350,568] [added: 1,082,938] | | | $ | [removed: 1,214,483] [added: 2,350,568] | |

| Gross profit | [removed: 756,789] [added: 894,581] | | | | [removed: 599,825] [added: 756,789] | | | | [removed: 288,071] [added: 599,825] | | | | [removed: 936,241] [added: 288,071] | | | | [removed: 498,646] [added: 936,241] | | |

| [removed: Income] [added: Net income] (loss) [removed: from continuing operations] | [removed: 67,303] [added: $173,533] | | | | [removed: (8,302] [added: $] | [added: 67,303] | [removed: )] | | [removed: (279,470] [added: $] | [added: (8,302] | ) | | [removed: 361,691] [added: $] | [added: (279,470] | [added: )] | | [removed: (31,162] [added: $] | [added: 361,605] | [removed: )] |

| Earnings (loss) per share: | $ | [removed: 0.73] [added: 1.57] | | | $ | [removed: (0.10] [added: 0.73] | [removed: )] | | $ | [removed: (3.48] [added: (0.10] | ) | | $ | [removed: 3.79] [added: (3.48] | [added: )] | | $ | [removed: (0.34] [added: 3.79] | [removed: )] |

| Earnings (loss) per share: | $ | [removed: 0.72] [added: 1.54] | | | $ | [removed: (0.10] [added: 0.72] | [removed: )] | | $ | [removed: (3.48] [added: (0.10] | ) | | $ | [removed: 3.20] [added: (3.48] | [added: )] | | $ | [removed: (0.34] [added: 3.20] | [removed: )] |

| BALANCE SHEET DATA: | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015(1)] [added: 2016] | | | | [removed: 2014(1)] [added: 2015(1)] | | | | [removed: 2013(1)] [added: 2014(1)] | | |

| Total assets | $ | [removed: 3,149,154] [added: 3,737,841] | | | $ | [removed: 2,590,277] [added: 3,149,154] | | | $ | [removed: 2,228,073] [added: 2,590,277] | | | $ | [removed: 1,795,083] [added: 2,228,073] | | | $ | [removed: 1,273,221] [added: 1,795,083] | |

| Long-term debt | [removed: 251,929] [added: 8,068] | | | | [removed: 497,935] [added: 251,929] | | | | [removed: 473,030] [added: 497,935] | | | | [removed: 449,484] [added: 473,030] | | | | [removed: 330,584] [added: 449,484] | | |

| (1) | During [added: fiscal] 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 [removed: $3,027, $4,547, $4,618] [added: $3,027] and [removed: $6,458] [added: $4,547] as of March 31, [removed: 2015, 2014, 2013] [added: 2015] and [removed: 2012, respectively] [added: 2014, respectively,] to reflect the deduction of debt issuance costs from the carrying amount of the related debt liability. |

| Net income (loss) | $67,303 | | | | $ | (8,302 | ) | | $ | (279,470 | ) | | $ | 361,605 | | | $ | (29,491 | ) |

| Continuing operations | $ | 0.73 | | | $ | (0.10 | ) | | $ | (3.48 | ) | | $ | 3.79 | | | $ | (0.36 | ) |

| Continuing operations | $ | 0.72 | | | $ | (0.10 | ) | | $ | (3.48 | ) | | $ | 3.20 | | | $ | (0.36 | ) |

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: 2017,] [added: 2018,] 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: 2017,] [added: 2018,] 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 or submit under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and [removed: (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.]

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2017.][added: 2018.]

There were no [removed: other] changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2017,] [added: 2018,] 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.

(ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

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.

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: 2017.][added: 2018.]

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: 2017).][added: 2018).]

| (i) | Financial Statements. See Index to Financial Statements on page [removed: 66] [added: 51] of this Report. |

| 2.1 | | [removed: Share] [added: [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. [removed: †] [added: †](http://www.sec.gov/Archives/edgar/data/946581/000110465917006472/a17-3563_1ex2d1.htm)] | | 8-K | | 2/3/2017 | | 2.1 | | |

| 3.1.1 | | [removed: Certificate] [added: [Certificate] of Amendment of Restated Certificate of Incorporation, dated April 30, [removed: 1998] [added: 1998](http://www.sec.gov/Archives/edgar/data/946581/000112528204000439/b330117ex3_1-1.txt)] | | 10-K | | 2/12/2004 | | 3.1.2 | | |

| 3.1.2 | | [removed: Certificate] [added: [Certificate] of Amendment of Restated Certificate of Incorporation, dated November 17, [removed: 2003] [added: 2003](http://www.sec.gov/Archives/edgar/data/946581/000112528204000439/b330117ex3_1-2.txt)] | | 10-K | | 2/12/2004 | | 3.1.3 | | |

| 3.1.3 | | [removed: Certificate] [added: [Certificate] of Amendment of Restated Certificate of Incorporation, dated April 23, [removed: 2009.] [added: 2009](http://www.sec.gov/Archives/edgar/data/946581/000110465909025827/a09-10859_1ex3d1.htm)] | | 8-K | | 4/23/2009 | | 3.1 | | |

| 3.1.4 | | [removed: Certificate] [added: [Certificate] of Amendment of Restated Certificate of Incorporation, dated September 21, [removed: 2012] [added: 2012](http://www.sec.gov/Archives/edgar/data/946581/000110465912065069/a12-21962_1ex3d1.htm)] | | 8-K | | 9/24/2012 | | 3.1 | | |

| 3.2 | | [removed: Certificate] [added: [Certificate] of Designation of Series A Preferred Stock, dated March 11, [removed: 1998] [added: 1998](http://www.sec.gov/Archives/edgar/data/946581/000112528204000439/b330117ex3_1-1.txt)] | | 10-K | | 2/12/2004 | | 3.1.1 | | |

| 3.3 | | [removed: Certificate] [added: [Certificate] of Designation of Series B Preferred Stock, dated March 26, [removed: 2008] [added: 2008](http://www.sec.gov/Archives/edgar/data/946581/000110465908019702/a08-9031_2ex4d2.htm)] | | 8-A12B | | 3/26/2008 | | 4.2 | | |

| 3.4 | | [removed: Amended] [added: [Amended] and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of [removed: December 2, 2014.] [added: September 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000110465917057663/a17-22069_1ex3d1.htm)] | | 8-K | | [removed: 12/5/2014] [added: 9/18/2017] | | 3.1 | | |

| 4.1 | | [removed: Indenture,] [added: [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 [removed: Notes] [added: Notes](http://www.sec.gov/Archives/edgar/data/946581/000119312513262865/d555895dex41.htm)] | | 8-K | | 6/18/2013 | | 4.1 | | |

| 4.2 | | [removed: Supplemental] [added: [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 [removed: Trustee] [added: Trustee](http://www.sec.gov/Archives/edgar/data/946581/000119312513262865/d555895dex42.htm)] | | 8-K | | 6/18/2013 | | 4.2 | | |

| 4.3 | | [removed: Form] [added: [Form] of 1.00% Convertible Note (included in Exhibit [removed: 4.4)] [added: 4.2)](http://www.sec.gov/Archives/edgar/data/946581/000119312513262865/d555895dex42.htm)] | | 8-K | | 6/18/2013 | | 4.2 | | |

| 10.1 | | [removed: Take-Two] [added: [Take-Two] Interactive Software, Inc. Change in Control Employee Severance [removed: Plan+] [added: Plan](http://www.sec.gov/Archives/edgar/data/946581/000114420408014086/v105825_ex10-1.htm)+] | | 8-K | | 3/7/2008 | | 10.1 | | |

| 10.2 | | [removed: Amended] [added: [Amended] and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 21, [removed: 2016+] [added: 2016](http://www.sec.gov/Archives/edgar/data/946581/000119312516662296/d146119ddef14a.htm#tx146119_32)+] | | 14A | | 7/28/2016 | | Annex A | | |

| 10.3 | | [removed: Form] [added: [Form] of Employee Restricted Stock [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746909006187/a2193344zex-10_2.htm)+] | | 10-Q | | 6/5/2009 | | 10.2 | | |

| 10.4 | | [removed: Form] [added: [Form] of Non-Employee Director Restricted Stock [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746909006187/a2193344zex-10_3.htm)+] | | 10-Q | | 6/5/2009 | | 10.3 | | |

| 10.5 | | [removed: Form] [added: [Form] of Employee Restricted Unit [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746912007602/a2210397zex-10_1.htm)+] | | 10-Q | | 8/1/2012 | | 10.1 | | |

| 10.6 | | [removed: Form] [added: [Form] of Employee Restricted Unit [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_1.htm)+] | | 10-Q | | 10/30/2013 | | 10.1 | | |

| 10.7 | | [removed: Form] [added: [Form] of Employee [added: Global] Restricted Unit [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_2.htm)+] | | 10-Q | | 10/30/2013 | | 10.2 | | |

| 10.8 | | [removed: Form] [added: [Form] of Employee Restricted Unit [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_3.htm) +] | | 10-Q | | 10/30/2013 | | 10.3 | | |

| 10.9 | | [removed: Form] [added: [Form] of Employee [added: Global] Restricted Unit [removed: Agreement+] [added: Agreement](http://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_4.htm)+] | | 10-Q | | 10/30/2013 | | 10.4 | | |

| [removed: 10.11] [added: 10.18] | | [removed: Employment] [added: [Employment] Agreement, dated May 12, 2010, between the Company and Lainie [removed: Goldstein+] [added: Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000110465910028475/a10-10145_1ex10d1.htm)+] | | 8-K | | 5/14/2010 | | 10.1 | | |

| [removed: 10.12] [added: 10.19] | | [removed: First] [added: [First] Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie [removed: Goldstein+] [added: Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000110465910053523/a10-19838_1ex10d1.htm)+] | | 8-K | | 10/25/2010 | | 10.1 | | |

| [removed: 10.13] [added: 10.20] | | [removed: Second] [added: [Second] Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie [removed: Goldstein+] [added: Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000104746912009896/a2211465zex-10_6.htm)+] | | 10-Q | | 10/31/2012 | | 10.6 | | |

| [removed: 10.14] [added: 10.21] | | [removed: Employment] [added: [Employment] Agreement, dated February 14, 2008, by and between the Company and Karl [removed: Slatoff+] [added: Slatoff](http://www.sec.gov/Archives/edgar/data/946581/000114420408009931/v103944_ex10-3.htm)+] | | 8-K | | 2/15/2008 | | 10.3 | | |

| [removed: 10.15] [added: 10.22] | | [removed: Employment] [added: [Employment] Agreement dated January 28, 2015 between the Company and Daniel [removed: Emerson+] [added: Emerson](http://www.sec.gov/Archives/edgar/data/946581/000104746915000639/a2222916zex-10_1.htm)+] | | 10-Q | | 2/6/2015 | | 10.1 | | |

| [removed: 10.22] [added: 10.23] | | [removed: Management] [added: [Management] Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia [removed: Corporation+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465914018060/a14-7799_1ex10d1.htm)+] | | 8-K | | 3/10/2014 | | 10.1 | | |

| [removed: 10.23] [added: 10.24] | | [removed: Restricted] [added: [Restricted] Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia [removed: Corporation+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465915039690/a15-12266_2ex10d2.htm)+] | | [removed: S-3ASR] [added: S-3 ASR] | | 5/20/2015 | | 10.2 | | |

| [removed: 10.24] [added: 10.25] | | [removed: Amended] [added: [Amended] and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of June 30, [removed: 2015+] [added: 2015](http://www.sec.gov/Archives/edgar/data/946581/000104746915006749/a2225573zex-10_1.htm)+] | | 10-Q | | 8/10/2015 | | 10.1 | | |

| [removed: 10.25] [added: 10.26] | | [removed: Amendment] [added: [Amendment] to the Restricted Stock Unit Agreement, dated as of March 31, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia [removed: Corporation+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000104746916013278/a2228643zex-10_50.htm)+] | | 10-K | | 5/19/2016 | | 10.50 | | |

| [removed: 10.26] [added: 10.27] | | [removed: Restricted] [added: [Restricted] Unit Agreement, dated as of May 20, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia [removed: Corporation+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465916122193/a16-11783_2ex10d2.htm)+] | | [removed: S-3ASR] [added: S-3 ASR] | | 5/20/2016 | | 10.2 | | |

| [removed: 10.27] [added: 10.28] | | [removed: Amendment] [added: [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, [removed: 2017+] [added: 2017](http://www.sec.gov/Archives/edgar/data/946581/000104746917000578/a2230843zex-10_3.htm)+] | | 10-Q | | 2/8/2017 | | 10.3 | | |

| [removed: 10.28] [added: 10.33] | | [removed: Security] [added: [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 [removed: Providers] [added: Providers](http://www.sec.gov/Archives/edgar/data/946581/000114420407035755/v080358_ex2.htm)] | | 8-K | | 7/9/2007 | | 10.2 | | |

| [removed: 10.29] [added: 10.34] | | [removed: Supplement] [added: [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 [removed: Providers] [added: Providers](http://www.sec.gov/Archives/edgar/data/946581/000114420407063550/v095104_ex99-2.htm)] | | 8-K | | 11/20/2007 | | 99.2 | | |

| [removed: 10.30] [added: 10.35] | | [removed: Second] [added: [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 [removed: agent] [added: agent](http://www.sec.gov/Archives/edgar/data/946581/000119312511272912/d244224dex101.htm)] | | 8-K | | 10/17/2011 | | 10.1 | | |

| [removed: 10.31] [added: 10.36] | | [removed: First] [added: [First] Amendment to Second Amended and Restated Credit Agreement, dated June 12, [removed: 2013] [added: 2013](http://www.sec.gov/Archives/edgar/data/946581/000104746914004898/a2220044zex-10_27.htm)] | | 10-K | | 5/14/2014 | | 10.27 | | |

| [removed: 10.32] [added: 10.37] | | [removed: Second] [added: [Second] Amendment to Second Amended and Restated Credit Agreement, dated April 28, [removed: 2014] [added: 2014](http://www.sec.gov/Archives/edgar/data/946581/000104746914004898/a2220044zex-10_28.htm)] | | 10-K | | 5/14/2014 | | 10.28 | | |

| [removed: 10.33] [added: 10.38] | | [removed: Third] [added: [Third] Amendment to Second Amended and Restated Credit Agreement, dated August 18, [removed: 2014] [added: 2014](http://www.sec.gov/Archives/edgar/data/946581/000110465914062519/a14-19276_1ex10d1.htm)] | | 8-K | | 8/21/2014 | | 10.1 | | |

| [removed: 10.34] [added: 10.39] | | [removed: Fourth] [added: [Fourth] Amendment to Second Amended and Restated Credit Agreement, May 21, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/946581/000104746916013278/a2228643zex-10_45.htm)] | | 10-K | | 5/19/2016 | | 10.45 | | |

| [removed: 10.35] [added: 10.40] | | [removed: Fifth] [added: [Fifth] Amendment to Second Amended and Restated Credit Agreement, dated February 11, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/946581/000110465916096628/a16-4199_1ex10d1.htm)] | | 8-K | | 2/12/2016 | | 10.1 | | |

| 3.1 | | [Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/946581/000112528204000439/b330117ex3_1.txt) | | 10-K | | 2/12/2004 | | 3.1 | | |

| 10.10 | | [Form of Employee Global Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_5.htm)+ | | 10-Q | | 10/30/2013 | | 10.5 | | |

| 10.11 | | [Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan, effective as of September 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000119312517238644/d330685ddef14a.htm#tx330685_36)+ | | 14A | | 7/27/2017 | | Annex B | | |

| 10.12 | | [Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000119312517238644/d330685ddef14a.htm#tx330685_37)+ | | 14A | | 7/27/2017 | | Annex C | | |

| 10.13 | | [Take-Two Interactive Software, Inc. 2017 Global Employee Stock Purchase Plan, effective as of September 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000119312517238644/d330685ddef14a.htm#tx330685_38)+ | | 14A | | 7/27/2017 | | Annex D | | |

| 10.14 | | [Form of Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x4.htm)+ | | 10-Q | | 11/8/2017 | | 10.4 | | |

| 10.15 | | [Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x5.htm)+ | | 10-Q | | 11/8/2017 | | 10.5 | | |

| 10.16 | | [Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x6.htm)+ | | 10-Q | | 11/8/2017 | | 10.6 | | |

| 10.17 | | [Form of Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x7.htm)+ | | 10-Q | | 11/8/2017 | | 10.7 | | |

| 10.29 | | [Restricted Unit Agreement, dated as of May 25, 2017, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465917035222/a17-14155_1ex10d2.htm)+ | | S-3 ASR | | 5/25/2017 | | 10.2 | | |

| 10.30 | | [Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of December 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x4.htm)+ | | 10-Q | | 2/8/2018 | | 10.4 | | |

| 10.31 | | [Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465917069999/a17-27361_1ex10d1.htm)+ | | 8-K | | 11/22/2017 | | 10.1 | | |

| 10.32 | | [Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465918023988/a18-9988_1ex10d2.htm)+ | | S-3 ASR | | 4/13/2018 | | 10.2 | | |

| 10.42 | | [Seventh Amendment to Second Amended and Restated Credit Agreement, dated December 22, 2017](http://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x3.htm) | | 10-Q | | 2/8/2018 | | 10.3 | | |

| 10.49 | | [Amendment to the Xbox 360 Publisher License Agreement, signed on December 21, 2017, between Microsoft Corporation and the Company](http://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x2.htm)* | | 10-Q | | 2/8/2018 | | 10.2 | | |

| 10.55 | | [Amendment No. 5 to the Xbox One Publisher License Agreement, signed on January 10, 2018, between Microsoft Corporation and the Company](https://www.sec.gov/Archives/edgar/data/946581/000162828018006877/ex-1055033118.htm) | | | | | | | | X |

| | | | | Incorporated by Reference | | | | | | |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| Exhibit Number | | Exhibit Description | | Form | | Filing Date | | Exhibit | | Filed Herewith |

| 21.1 | | [Subsidiaries of the Company](https://www.sec.gov/Archives/edgar/data/946581/000162828018006877/ex-211033118.htm) | | | | | | | | X |

| 23.1 | | [Consent of Ernst & Young LLP](https://www.sec.gov/Archives/edgar/data/946581/000162828018006877/ex-231033118.htm) | | | | | | | | X |

| 3.1 | | Restated Certificate of Incorporation | | 10-K | | 2/12/2004 | | 3.1 | | |

| 10.10 | | Form of Employee Restricted Unit Agreement+ | | 10-Q | | 10/30/2013 | | 10.5 | | |

| 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 | | |

| 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 | | |

| 21.1 | | Subsidiaries of the Company | | | | | | | | X |

| 23.1 | | Consent of Ernst & Young LLP | | | | | | | | X |

| [Reports of Independent Registered Public Accounting [removed: Firm](#sB209D6FB4531531DA0EEAD87FE23AC95)] [added: Firm](#s6632AC0954A859828D5AB671B610017D)] | [removed: [55](#sB209D6FB4531531DA0EEAD87FE23AC95)] [added: [52](#s6632AC0954A859828D5AB671B610017D)] |

| [Consolidated Balance [removed: Sheets](#s766E0EF20D875BDA9D5806F75C7BAEBA)—At] [added: Sheets](#sA037D6B03BF55B7BAAC67702D7C1073D)—At] March 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] | [removed: [57](#s766E0EF20D875BDA9D5806F75C7BAEBA)] [added: [54](#sA037D6B03BF55B7BAAC67702D7C1073D)] |

| [Consolidated Statements of [removed: Operations](#s57AE3AC4409D5F0BA386A4BA9F5F053E)—For] [added: Operations](#s892B5D6881F452F5BAF0CF37BB9144C9)—For] the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [58](#s57AE3AC4409D5F0BA386A4BA9F5F053E)] [added: [55](#s892B5D6881F452F5BAF0CF37BB9144C9)] |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#s66FBCE2E3E465233BD8991498240CBC5)—For] [added: (Loss)](#s5ED9EE7ACEB7536E8AC0D1D35E71E38C)—For] the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [59](#s66FBCE2E3E465233BD8991498240CBC5)] [added: [56](#s5ED9EE7ACEB7536E8AC0D1D35E71E38C)] |

| [Consolidated Statements of Cash [removed: Flows](#sE65DAEE0814D5F768ED3106669621AFC)—For] [added: Flows](#s578DAEB80A015579ACD61FB7C1463A51)—For] the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [60](#sE65DAEE0814D5F768ED3106669621AFC)] [added: [57](#s578DAEB80A015579ACD61FB7C1463A51)] |

| [Consolidated Statements of Stockholders' [removed: Equity](#s34F97DF80EFF53EBB5CC1DFBF8AB9D96)—For] [added: Equity](#s3B212E85F1BD53BAB85ABF5D38092B78)—For] the fiscal years ended March 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [61](#s34F97DF80EFF53EBB5CC1DFBF8AB9D96)] [added: [58](#s3B212E85F1BD53BAB85ABF5D38092B78)] |

| [Notes to the Consolidated Financial [removed: Statements](#sC3780CB835D55C76B163940679228D8F)] [added: Statements](#s7A0FB659DD7E5AC3B5DA0C96ADB6EB1A)] | [removed: [62](#sC3780CB835D55C76B163940679228D8F)] [added: [59](#s7A0FB659DD7E5AC3B5DA0C96ADB6EB1A)] |

[removed: The] [added: To the Stockholders and the] Board of Directors [removed: and Stockholders] of Take-Two Interactive Software, Inc.

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. [added: (the Company)] as of March 31, [removed: 2017 and 2016,] [added: 2018] and [added: 2017,] the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2017.][added: 2018, and the related notes (collectively referred to as the “consolidated financial statements”).]

Our responsibility is to express an opinion on [removed: these] [added: the Company’s] financial statements based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]

[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.

[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]

In our opinion, the [added: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the [removed: consolidated] financial position of [removed: Take-Two Interactive Software, Inc.] [added: the Company] at March 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2017,] [added: 2018,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States), Take-Two Interactive Software, Inc.’s] [added: States) (PCAOB), the Company’s] internal control over financial reporting as of March 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May [removed: 23, 2017] [added: 16, 2018] expressed an unqualified opinion thereon.

/s/ Ernst & [removed: Young] [added: Young,] LLP

New York, [removed: New York][added: NY]

We have audited Take-Two Interactive Software, [removed: Inc.’s] [added: Inc.'s (the Company)] internal control over financial reporting as of March 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

[removed: Take-Two Interactive Software Inc.’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: Management’s] [added: Management's] Report on Internal Control Over Financial Reporting.