Take-Two Interactive (TTWO) 10-K risk factor changes: FY2020 vs FY2019

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

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

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

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

[removed: Grand] [added: *Grand] Theft [removed: Auto] [added: Auto*] and certain of our other titles, such as [removed: Red] [added: *Red] Dead [removed: Redemption] [added: Redemption*] or [removed: NBA 2K,] [added: *NBA 2K*,] are "hit" products and have historically accounted for a substantial portion of our revenue.

[removed: Grand] [added: *Grand] Theft [removed: Auto] [added: Auto*] products contributed [removed: 25.7%] [added: 23.0%] of our net revenue for the fiscal year ended March 31, [removed: 2019] [added: 2020,] and the five best-selling franchises (including [removed: Grand] [added: *Grand] Theft [removed: Auto),] [added: Auto*),] which may change year over year, in the aggregate accounted for [removed: 91.8%] [added: 87.4%] of our net revenue for the fiscal year ended March 31, [removed: 2019.][added: 2020.]

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

If we or our [removed: third party] [added: third-party] developers experience unanticipated development delays, financial [removed: difficulties] [added: difficulties,] or additional costs, [added: for example as a result of the coronavirus pandemic (COVID-19),] we may not be able to release titles according to our schedule and at budgeted costs.

Additionally, in order to stay competitive, our internal development studios must anticipate and adapt to rapid technological changes affecting software [removed: development.][added: development, such as cloud-based game streaming.]

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

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

New products may not achieve significant market acceptance, generate sufficient [removed: sales] [added: sales,] or be introduced in a timely manner to permit us to recover development, manufacturing and marketing costs associated with these products.

Because sales associated with an initial product launch generally constitute a high percentage of the total sales associated with the life of a product, delays in product releases or disruptions following the commercial release of one or more new products could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and operating results and [added: therefore] cause our operating results to be materially different from our expectations.

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

We derive most of our revenue from the sale of products made for video game platforms manufactured by third parties, such as Sony's PS4 and Microsoft's Xbox One, which comprised [removed: 83.7%] [added: 74.7%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2019.][added: 2020.]

[removed: We] [added: We] may experience declines or fluctuations in the recurring portion of our [removed: business.][added: business.]

Our business model includes revenue that we [removed: deem] [added: expect to be] recurring in nature, such as revenue from our annualized titles and associated services, and ongoing mobile businesses.

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, [added: for example as a result of COVID-19,] among others.

Any decline or fluctuation in [removed: the recurring] [added: this] portion of our business may have a negative impact on our financial and operating results.

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

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

Such issues also could affect our ability to provide [removed: online] [added: game-related] services and could have a material adverse effect on our business, financial condition and operating results.

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

We take measures to protect our consumer [removed: data] [added: information] from unauthorized access or disclosure.

It is possible that our security controls over consumer [removed: data] [added: information] may not prevent the improper access or disclosure of [removed: personally identifiable] [added: personal] information.

In addition, due to the [removed: high profile] [added: high-profile] nature of our products, we may draw a disproportionately higher amount of attention and attempts to breach our security controls than companies with lower profile products.

A security [removed: breach] [added: incident] that leads to disclosure of consumer [removed: account] information (including [removed: personally identifiable] [added: personal] information) could harm our reputation, compel us to comply with disparate breach notification laws in various jurisdictions and otherwise subject us to liability under laws that protect personal [removed: data, resulting] [added: information, any of which could result] in increased costs or loss of revenue.

In addition, if any of our business partners experience a security [removed: breach] [added: incident] that leads to disclosure of consumer [removed: account] information, our reputation could be harmed, resulting in loss of revenue.

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

If an actual or perceived breach of our [removed: security] [added: safeguards] occurs, we may lose business, suffer irreparable damage to our reputation, and/or incur significant costs and expenses relating to the investigation and possible litigation of claims relating to such event.

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

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

Certain activities related to processing the personal data of [added: individuals in the] European Union ("E.U.") [removed: individuals] are conducted by our United Kingdom ("U.K.")-based data controller or our local entities in the E.U. The U.S. Children's Online Privacy Protection Act also regulates the collection, use, and disclosure of personal information from children under 13 years of age.

[removed: laws,] [added: Failure to comply with privacy and data protection laws] or age restrictions may increase our costs, subject us to expensive and distracting government investigations, and result in substantial [removed: fines.][added: fines, or result in lawsuits and claims against us to the extent these laws include a private right of action.]

[removed: GDPR] applies to us because we receive and process the personal [removed: data] [added: information] of individuals in the E.U., and we maintain certain local entities in the E.U. responsible for processing personal [removed: data.][added: information.]

[removed: The CCPA will become] [added: In the U.S., the California Consumer Privacy Act ("CCPA") became] effective on January 1, 2020 and [removed: will apply] [added: applies] to processing of personal [removed: data] [added: information] of California residents.

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.][added: devices, and the U.S. Congress is considering a number of legislative proposals to regulate in this area.]

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

It is possible that a number of laws and regulations may be adopted or construed to apply to us in the U.S. and elsewhere that could restrict the interactive entertainment industry, including player privacy, advertising, taxation, content suitability, copyright, [removed: distribution] [added: distribution,] and antitrust.

For example, existing laws or new laws regarding the regulation of currency, banking [removed: institutions] [added: institutions,] and unclaimed property may be interpreted to cover virtual currency or virtual goods.

Our results of operations may be materially adversely impacted by the coronavirus pandemic (COVID-19).

Our results of operations may be materially adversely affected by COVID-19.

The global spread of COVID-19 has created significant uncertainty, resulting in volatility and economic disruption.

The extent to which COVID-19 has an impact on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; economic activity and related actions taken in response to the pandemic; the effect on consumer demand for our products and the discretionary spending patterns of our customers, including the ability of our customers to pay for our products; our ability to develop, market, and sell our products, including as a result of

travel restrictions and people working from home; the impact on the operations of our counterparties, including the physical retail, digital download online platforms, and cloud streaming services we rely on for the distribution of our products, the suppliers who manufacture our physical products, and other third parties with which we partner (e.g. to market or ship our products); any closures of our, our customers’, and counterparties' offices and facilities; additional volatility in exchange rates; the impact of potential inflation; and the impact of reductions in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio.

Further, “shelter-in-place,” quarantine, or other such initiatives by governmental entities could also disrupt our operations.

In such situations, if employees or third-party developers who cannot optimally perform their responsibilities from home are not able to or are unwilling to report to work, we may experience material interruptions in product development and delays in bringing products to market.

Such circumstances may also impact the effectiveness of the Company's quality controls and game testing measures.

An increase in the number of employees working remotely also increases the potential adverse impact of risk associated with information technology systems and networks, including cyber-attacks, computer viruses, malicious software, security breach, and telecommunication failures, both for systems and networks we control directly and for those that employees and third-party developers rely on to work remotely.

Any failure to prevent or mitigate security breaches or cyber risks or detect, or respond adequately to, a security breach or cyber risk, or any other disruptions to our information technology systems and networks, can have adverse effects on our business.

The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

Further, key personnel could contract COVID-19 hindering their availability and productivity.

Additionally, sports organizations' operations and seasons may be altered or even canceled based on the response to COVID-19.

Such events could affect the demand for our sports titles.

While we have developed and continue to develop plans to help mitigate the negative impact of the outbreak on our business, these efforts may not be effective, and a protracted economic downturn may limit the effectiveness of our mitigation efforts.

Any of these considerations described above could cause or contribute to the risks described elsewhere herein and could materially adversely affect our business, financial condition, results of operations or stock price.

In 2020, we expect Sony and Microsoft to launch their respective next generation consoles, although COVID-19 or other events may impact the timing of release and availability of these new consoles.

When next generation consoles are announced or introduced into the market, consumers have typically reduced their purchases of products for prior-generation consoles in anticipation of purchasing a next-generation console and products for that console.

During these periods, sales of the products we publish may decline until new platforms achieve wide consumer acceptance.

Console transitions may have a comparable impact on sales of downloadable content, amplifying the impact on our revenues.

This decline may not be offset by increased sales of products for the next-generation consoles.

In addition, as console hardware moves through its life cycle, hardware manufacturers typically enact price reductions, and decreasing prices may put downward pressure on software prices.

During console transitions, we may simultaneously incur costs both in continuing to develop and market new titles for prior-generation video game platforms, which may not sell at premium prices, and also in developing products for next-generation platforms, which may not generate immediate or near-term revenues.

As a result, our business and operating results may be more volatile and difficult to predict during console transitions than during other times.

Given the increasing global usage of online platforms as a result of the COVID-19 pandemic, the risks of connectivity issues may be heightened.

The risk of such threats may be heightened as a result of an extended period of remote work arrangements due to COVID-19.

However, the techniques used to exploit, disable, damage, disrupt or gain access to our networks, our products and services, supporting technological infrastructure,

Additionally, applicable insurance policies may be insufficient to reimburse the company for all such losses, and it is uncertain whether we will be able to maintain the current level of insurance coverage in the future on reasonable terms or at all.

GDPR

Other states, including Nevada, have enacted or are considering similar privacy or data protection laws that may apply to us.

As a result of COVID-19, our counterparty credit risk may be particularly exacerbated, as certain of our counterparties may face financial difficulties in paying owed amounts on a timely basis or at all.

We are particularly susceptible to market conditions and risks associated with the entertainment industry, which, in addition to general macroeconomic downturns, also include the popularity, price, and timing of our products; changes in consumer demographics; the availability and popularity of other forms of entertainment and leisure; and critical reviews and public tastes and preferences, which may change rapidly and cannot necessarily be predicted.

Although we currently believe our

In February 2016, the U.S. Internal Revenue Service appealed the decision to the U.S Court of Appeals for the Ninth Circuit.

On June 7, 2019, the Ninth Circuit reversed the 2015 decision of the U.S. Tax Court.

As a result of this decision, we are no longer reflecting a net tax benefit within our financial statements related to the removal of stock-based compensation from our intercompany cost-sharing arrangement.

The taxpayer in the case requested a rehearing before the full Ninth Circuit which was denied on November 12, 2019.

The case remains potentially open for judicial review by the U.S. Supreme Court.

As a result, the final outcome of the case is uncertain.

In February 2020, the taxpayer petitioned the U.S. Supreme Court to review the Ninth Circuit’s decision and is awaiting the Supreme Court’s decision as to whether it will hear the case.

Failure to comply with privacy laws, data protection

In the U.S., the State of California enacted the California Consumer Privacy Act ("CCPA") on June 28, 2018.

However, several proposed amendments to the CCPA are still being considered by the California legislature.

products.

In addition, if one or more key employees were to join a competitor or form a competing

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

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

In addition, the Act made other changes that may affect us, including but 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 have completed accounting for the income tax effects of the Act.

See Note 15 - Income Tax to our Consolidated Financial Statements for further information.

We are continuing to evaluate the impact of the Act on us.

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 interpretive guidance may be issued that could affect the interpretations and assumptions we have made, as well as actions we may take as a result of the Act.

Historically, we recorded a valuation allowance against most of our U.S. deferred tax assets.

Our determination took into account the successful launch of Red Dead Redemption 2 during

the year along with our recent positive trend of earnings.

On August 7, 2018, the opinion was withdrawn to allow time for a reconstituted panel to confer.

Our sales are made primarily pursuant to

and operating results.

The terms of

prohibiting corrupt payments to government officials.

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.” On March 29, 2017, the U.K. notified the European Council, in accordance with Article 50 of the Treaty on European Union, of the U.K.’s intention to withdraw from the E.U. As a result, the British government has been negotiating the terms of the U.K.’s future relationship with the E.U. A substantial amount of uncertainty remains regarding the outcome of the ongoing negotiations.

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.

We may need to produce and

| | |

| --- | --- |

pay to the licensor, which could significantly increase our costs and adversely affect our profitability.

a period of time rather than at the time of sale.

[removed: Overview][added: Overview]

[removed: Our Business][added: Our Business]

We are a leading developer, [removed: publisher] [added: publisher,] and marketer of interactive entertainment for consumers around the globe.

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

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

We believe that Rockstar Games has established a uniquely original, popular cultural phenomenon with its [removed: Grand] [added: *Grand] Theft [removed: Auto] [added: Auto*] series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 290] [added: 320] million units.

The latest installment, [removed: Grand] [added: *Grand] Theft Auto [removed: V,] [added: V*,] has sold-in over [removed: 105] [added: 125] million units worldwide and includes access to [removed: Grand] [added: *Grand] Theft Auto [removed: Online.][added: Online*.]

On October 26, 2018, Rockstar Games launched [removed: Red] [added: *Red] Dead Redemption [removed: 2,] [added: 2*,] which has been a critical and commercial success that set numerous entertainment industry records.

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

Rockstar Games continues to expand on our established franchises by developing sequels, offering downloadable episodes, [removed: content] [added: content,] and virtual [removed: currency, and releasing titles for smartphones and tablets.][added: currency.]

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

2K also publishes successful externally developed franchises, such as [removed: Borderlands.][added: *Borderlands*.]

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

Our Private Division label is dedicated to bringing titles from top independent developers to [removed: market.][added: market and is the publisher and owner of *Kerbal Space Program*.]

[added: During the fiscal year 2020,] Private Division [removed: will publish three upcoming titles] [added: released *The Outer Worlds* and *Ancestors: The Humankind Odyssey*,] based on new IP from renowned industry creative [removed: talent, including The Outer Worlds and Ancestors: The Humankind Odyssey, both of which are planned for release in calendar 2019.][added: talent.]

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, [removed: Dragon City] [added: *Dragon City*] and [removed: Monster Legends.][added: *Monster Legends*.]

[removed: NBA] [added: *NBA] 2K [removed: Online,] [added: Online*,] our free-to-play NBA simulation game, which was co-developed by 2K and Tencent, is the top online PC [added: sports game in China with over 49 million registered users.]

The NBA 2K League follows a professional sports league format: [removed: the inaugural season included] head-to-head competition throughout a regular [removed: season,] [added: season] followed by a bracketed playoff system and a finals match-up that was held in August [removed: 2018.][added: in each of the NBA 2K League's first two seasons.]

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

[added: *Product Release Schedule.*] Our financial results are affected by the timing of our product releases and the commercial success of those titles.

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

Sales of [removed: Grand] [added: *Grand] Theft [removed: Auto] [added: Auto*] products generated [removed: 25.7%] [added: 23.0%] of our net revenue for the fiscal year ended March 31, [removed: 2019.][added: 2020.]

The timing of our [removed: Grand] [added: *Grand] Theft [removed: Auto or Red Dead Redemption] [added: Auto*] product releases may affect our financial performance on a quarterly and annual basis.

[added: *Economic Environment and Retailer Performance.*] We continue to monitor economic [removed: conditions] [added: conditions, including the impact of the COVID-19 pandemic,] that may unfavorably affect our businesses, such as deteriorating consumer demand, [added: delays in development,] pricing pressure on our products, credit quality of our receivables, and foreign currency exchange rates.

[removed: Our] [added: Additionally, our] business is dependent upon a limited number of customers that account for a significant portion of our revenue.

Our five largest customers accounted for [removed: 70.1%, 70.7%] [added: 71.5%, 70.1%] and [removed: 65.5%] [added: 70.7%] of net revenue during the fiscal years ended March 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

As of March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] five customers comprised [removed: 66.6%] [added: 58.1%] and [removed: 65.4%] [added: 66.6%] 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: 55.8%] [added: 48.8%] and [removed: 53.2%] [added: 55.8%] of such balance at March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

We had two customers who accounted for [removed: 40.1%] [added: 29.4%] and [removed: 15.7%] [added: 19.4%] of our gross accounts receivable as of March 31, [removed: 2019] [added: 2020] and two customers who accounted for [removed: 37.7%] [added: 40.1%] and [removed: 15.5%] [added: 15.7%] of our gross accounts receivable as of March 31, [removed: 2018.][added: 2019.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

The economic environment has affected our customers in the past, and may do so in the [removed: future.][added: future, including as a result of the COVID-19 pandemic.]

[added: *Hardware Platforms.*] We derive most of our revenue from the sale of products made for video game consoles manufactured by third parties, such as Sony's PS4 and Microsoft's Xbox One, which comprised [removed: 83.7%] [added: 74.7%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2019.][added: 2020.]

When new hardware platforms are introduced, [added: such as those slated for release in calendar 2020 by Sony and Microsoft,] demand for [removed: software] [added: interactive entertainment] used on older platforms typically declines, which may negatively affect our business during the market transition to the new consoles.

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

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

Virtually all of our titles that are available through retailers as packaged goods products are also available through direct digital download (from websites we own and others owned by third parties) as well as a [removed: larger] [added: large] selection of our catalog titles.

[removed: Our] [added: As disclosed in our] "Results of Operations," [removed: discloses that] [added: below,] net revenue from digital online channels comprised [removed: 63.0%] [added: 77.0%] of our net revenue for the fiscal year ended March 31, [removed: 2019.][added: 2020.]

We expect online delivery of games and game offerings to continue to grow and to become [removed: an increasing] [added: the primary] part of our business over the long-term.

[removed: Product Releases][added: Product Releases]

We released the following key titles in fiscal year [removed: 2019:][added: 2020:]

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

We develop and publish products principally through Rockstar Games, 2K, Private Division, and Social Point.

To date, *Red Dead Redemption 2* has sold-in more than 30 million units worldwide.

In March 2020, 2K announced a multi-year partnership with the National Football League encompassing multiple future video games that will be non-simulation football game experiences and will launch starting in fiscal year 2022.

Additionally, Private Division*,* has announced that *Disintegration* is planned for release in fiscal year 2021 and *Kerbal Space Program 2* in fiscal year 2022.

We have released two iterations of *NBA 2K Online* and continue to enhance the title with new features.

The COVID-19 pandemic has affected and may continue to affect our business operations, including our employees, customers, partners, and communities, and there is substantial uncertainty in the nature and degree of its continued effects over time.

In the final quarter of fiscal year 2020, we noted a positive impact to our results that we believe was partly due to increased consumer engagement with our products because of COVID-19 related business closures and movement restrictions, such as "shelter in place" and "lockdown" orders, being implemented around the world, as well as the online accessibility and social nature of our products.

However, we cannot be certain as to the duration of these effects and the potential offsetting impacts of deteriorating economic conditions and decreased consumer spending generally.

We have developed and continue to develop plans to help mitigate the negative impact of the pandemic on our business, such as our transition, based on our concern for the health and

safety of our teams, to working from home for the vast majority of our teams, which to date has resulted in minimal disruption.

However, these efforts may not be effective, and a protracted economic downturn may limit the effectiveness of our mitigation efforts.

Any of these considerations described above could cause or contribute to the risks described, above, in Item 1A of this Form 10-K and could materially adversely affect our business, financial condition, results of operations, or stock price.

Therefore, the effects of COVID-19 will not be fully reflected in our financial results until future periods, and, at this time, we are not able to predict its ultimate impact on our business.

The COVID-19 pandemic may lead to increased consolidation as larger, better capitalized competitors will be in a stronger position to withstand prolonged periods of economic downturn and sustain their business through the financial volatility.

The new Sony and Microsoft consoles are expected to provide "backwards compatibility" (i.e. the ability to play games for the previous generation of consoles), which could mitigate the risk of such a decline.

However, we cannot be certain how backwards compatibility will affect demand for our products.

Further, COVID-19 or other events, may impact the timing of release and availability of these new consoles, which may also affect demand.

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

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

| *NBA 2K Mobile* | | | | | | 2K | | | | | | Internal | | | | | | Android | | | | | | April 17, 2019 | | |

| *Ancestors: The Humankind Odyssey* | | | | | | Private Division | | | | | | External | | | | | | PC (digital only) | | | | | | August 27, 2019 | | |

| *Red Dead Redemption 2* | | | | | | Rockstar Games | | | | | | Internal | | | | | | Google Stadia | | | | | | November 19, 2019 | | |

| *NBA 2K20* | | | | | | 2K | | | | | | Internal | | | | | | Google Stadia | | | | | | November 19, 2019 | | |

| *Borderlands 3* | | | | | | 2K | | | | | | Internal/External | | | | | | Google Stadia | | | | | | December 17, 2019 | | |

| *Borderlands 3 (for Steam and other retailers)* | | | | | | 2K | | | | | | Internal/External | | | | | | PC | | | | | | March 13, 2020 | | |

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

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

| *XCOM: Chimera Squad* | | | | | | 2K | | | | | | Internal | | | | | | PC | | | | | | April 24, 2020 (released) | | |

| *BioShock: The Collection* | | | | | | 2K | | | | | | Internal/External | | | | | | Switch | | | | | | May 29, 2020 | | |

| *Borderlands Legendary Collection* | | | | | | 2K | | | | | | Internal/External | | | | | | Switch | | | | | | May 29, 2020 | | |

| *XCOM 2 Collection* | | | | | | 2K | | | | | | External | | | | | | Switch | | | | | | May 29, 2020 | | |

| *The Outer Worlds* | | | | | | Private Division | | | | | | External | | | | | | Switch | | | | | | June 5, 2020 | | |

| *Disintegration* | | | | | | Private Division | | | | | | External | | | | | | PS4, Xbox One, PC | | | | | | June 16, 2020 | | |

| *PGA Tour 2K21* | | | | | | 2K | | | | | | External | | | | | | PS4, Xbox One, Switch, PC, Stadia | | | | | | August 21, 2020 | | |

| *Kerbal Space Program 2* | | | | | | Private Division | | | | | | Internal | | | | | | PS4, Xbox One, PC | | | | | | Fall 2021 | | |

and to a lesser extent Net cash from investing activities.

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

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

*In this section, we discuss the results of our operations for the fiscal year ended March 31, 2020 compared to the fiscal year ended March 31, 2019.

For the comparison of fiscal year 2019 to fiscal year 2018, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended March 31, 2019.*

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

sports game in China with over 45 million registered users.

On August 2, 2018, 2K and Tencent commercially launched NBA 2K Online 2 in China.

The title is based on the console edition of NBA 2K and includes an array of new features.

The NBA 2K League began its second season on April 2, 2019.

Product Release Schedule.

In October 2018, we released Red Dead Redemption 2.

Sales of Red Dead Redemption products generated 32.1% of our net revenue for the fiscal year ended March 31, 2019.

Economic Environment and Retailer Performance.

Hardware Platforms.

We continually monitor console hardware sales.

Online Content and Digital Distribution.

| | | | | | | | | |

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

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

| The Golf Club 2019 Featuring PGA TOUR (Digital) | | 2K | | External | | PS4, Xbox One, PC | | August 27, 2018 |

| NBA 2K Online 2 | | 2K | | External | | Tencent (China only) | | August 2, 2018 |

| NBA 2K19 Standard Edition | | 2K | | Internal | | PS4, Xbox One, Nintendo Switch, PC | | September 11, 2018 |

| NBA 2K Playgrounds 2 | | 2K | | External | | PS4, Xbox One, Nintendo Switch, PC | | October 16, 2018 |

| Carnival Games | | 2K | | Internal | | PS4, Xbox One, Nintendo Switch | | November 6, 2018 |

| The Golf Club 2019 Featuring PGA TOUR (Physical) | | 2K | | External | | PS4, Xbox One, PC | | November 13, 2018 (North America) November 16, 2018 (International) |

| Sid Meier's Civilization VI | | 2K | | External | | Nintendo Switch | | November 16, 2018 |

| Red Dead Online Beta | | Rockstar Games | | Internal | | PS4, Xbox One | | November 27, 2018 |

| Borderlands 3 | | 2K/Gearbox Software | | Internal/External | | PS4, Xbox One, PC | | September 13, 2019 |

| WWE 2K20 | | 2K | | Internal | | TBA | | TBA |

On April 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and related amendments (the “New Revenue Accounting Standard”) using the modified retrospective method.

Therefore, no prior amounts have been restated in our tables and discussion below.

Refer to Note 1 to our Consolidated Financial Statements for our accounting policy disclosure for revenue recognition.

In general, the adoption of Topic 606 results in a more accelerated revenue pattern, due primarily to (i) the elimination of the requirement for vendor-specific objective evidence ("VSOE") of fair value when allocating between multiple performance obligations and (ii) the change of our estimated service period to a user life.

However, the impact on a given period may differ from this general trend.

The acceleration of revenue for this title was material and is the primary component of the significant increases in certain of our operating results as a result of the adoption of Topic 606 throughout the discussion in our "Results of Operations" below.

See Notes 1 and 2 to our Consolidated Financial Statements for further information.

This increase included a $741.2 million increase

in Net revenue as a result of the adoption of Topic 606, as described above.

The remaining increase was driven by sales of the titles described above.

During the fiscal year ended March 31, 2019, we recognized a tax benefit of $107.1 million from a reduction in our valuation allowance on certain U.S. deferred tax assets as a result of a determination that it was more-likely-than-not that such deferred tax assets would be realized.

Our determination took into account the successful launch of Red Dead Redemption 2 during the current fiscal year along with our recent positive trend of earnings.

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

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

| Gain on long-term investments, net | | — | | | | — | % | | — | | | | — | % | | 1,350 | | | | 0.1 | % |

[removed: Interest] [added: *Interest] Rate [removed: Risk][added: Risk*]

Our exposure to fluctuations in interest rates relates primarily to our short-term investment portfolio and variable rate debt under the [removed: New] Credit Agreement.

As of March 31, [removed: 2019,] [added: 2020,] we had [removed: $744.5] [added: $644.0] million of short-term investments, which included [removed: $356.8] [added: $453.0] million of available-for-sale securities.

We also had [removed: $826.5] [added: $1,357.7] 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: 2019.][added: 2020.]

Under our [removed: New] Credit Agreement, loans will bear interest at a rate of (a) 0.250% to 0.750% above a certain base rate (5.50% at March 31, [removed: 2019)] [added: 2020)] or (b) 1.125% to 1.750% above LIBOR (approximately [removed: 2.49%] [added: 1.66%] at March 31, [removed: 2019),] [added: 2020),] which rates are determined by reference to our consolidated total net leverage ratio.

At March 31, [removed: 2019,] [added: 2020,] there were no outstanding borrowings under our [removed: New] Credit Agreement.

[removed: Foreign] [added: *Foreign] Currency Exchange Rate [removed: Risk][added: Risk*]

For the fiscal years ended March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our foreign currency translation adjustment was a loss of [removed: $28.8] [added: $27.4] million and a [removed: gain] [added: loss] of [removed: $43.4] [added: $28.8] million, respectively.

We recognized a foreign currency exchange transaction loss of [removed: $0.5] [added: $3.6] million, a loss of [removed: $3.0] [added: $0.5] million, and a [removed: gain] [added: loss] of [removed: $5.0] [added: $3.0] million for the fiscal years ended March 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively, in Interest and other, net in our Consolidated Statements of Operations.

[removed: Balance] [added: *Balance] Sheet Hedging [removed: Activities][added: Activities*]

At March 31, [removed: 2018,] [added: 2020,] we had [removed: $4.4] [added: $52.6] million of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $67.6] [added: $122.0] 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: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we recorded a [removed: gain] [added: loss] of [removed: $16.8] [added: $1.0] million, a [removed: loss] [added: gain] of [removed: $19.5] [added: $16.8] million, and a [removed: gain] [added: loss] of [removed: $7.2] [added: $19.5] million, respectively, related to foreign currency forward contracts in Interest and other, net on the Consolidated Statements of Operations.

As of March 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the fair value of these outstanding forward contracts [removed: were losses] [added: was a loss] of [removed: $0.4] [added: $0.0] million and [removed: $0.0] [added: a loss $0.4] million, respectively, and is included in accrued and other current liabilities.

[added: Notwithstanding our efforts to mitigate some foreign] currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency [removed: fluctuations.][added: fluctuations, which may be more volatile as a result of COVID-19.]

For the fiscal year ended March 31, [removed: 2019, 46.5%] [added: 2020, 42.5%] 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 revenue by [removed: 4.7%,] [added: 4.3%,] while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenue by [removed: 4.7%.][added: 4.3%.]

Notwithstanding our efforts to mitigate some foreign

[removed: General][added: General]

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

Our products are currently designed for console gaming [removed: systems] [added: systems,] such as the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4"), Microsoft Corporation ("Microsoft") Xbox One® ("Xbox One"), [removed: the Nintendo Switch,] and [added: Nintendo's SwitchTM ("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: 4,894] [added: 5,800] employees globally.

[removed: Strategy][added: Strategy]

[added: Overview.] We endeavor to be the most creative, innovative and efficient company in our industry.

[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.

[added: Support World-Class Creative Teams.] Creativity and innovation remain the core tenets of our [removed: organization,] [added: organization] and are the lifeblood of our ongoing success.

We have [removed: 3,784] [added: 4,488] employees working in game development in studios around the [removed: world -] [added: world,] including some of the most well-known names in the business.

The creative teams at [removed: our labels,] Rockstar Games and [removed: 2K,] [added: 2K] are renowned for their consistent ability to deliver games that set new benchmarks for excellence.

In addition, [removed: our] [added: Private Division is dedicated to bringing titles from top independent developers to market, and] Social Point [removed: studio] further enhances our development capabilities with a track record of producing multiple hits in the free-to-play mobile sector.

Whether expanding our portfolio of franchises, launching new intellectual property, or providing innovative ways for audiences [added: to remain captivated and engaged, we prioritize producing the highest quality entertainment experiences.]

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

In addition, we [removed: will] selectively develop titles based on licensed properties, including sports, and also publish externally developed titles.

The product investment review process includes reviews of each project at various stages of development by our executive management team and the senior management of our publishing [removed: labels,] [added: labels] and includes coordination between our sales and marketing personnel before the launch of titles.

We believe that selecting and using development resources in this manner allows us to leverage the particular expertise of our internal and external development resources, which [removed: we believe increases the] [added: is designed to maintain our] quality [removed: of] [added: standards for] our products.

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

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

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

While we retain title to all intellectual property, [added: in some regions, local publishers,] under license [removed: agreements local publishers] [added: agreements,] are responsible for localization of software content, distribution, and marketing of the products in their respective local markets.

We intend to continue to build [removed: upon] [added: on] our licensing relationships and also continue to expand on [removed: finished goods] distribution strategies to grow our international business.

[removed: Our Businesses][added: Our Businesses]

As of March 31, [removed: 2019,] [added: 2020,] we had a research and development staff of [removed: 3,784] [added: 4,488] employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

Agreements with third-party developers generally give us exclusive publishing and marketing rights and require us to make development payments, pay royalties based on product sales, and [removed: to] satisfy other conditions.

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

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

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

We believe that Rockstar [added: Games] has established a uniquely original, popular cultural phenomenon with its [removed: Grand] [added: *Grand] Theft [removed: Auto] [added: Auto*] series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 290] [added: 320] million [removed: units.][added: units worldwide.]

The latest installment, [removed: Grand] [added: *Grand] Theft Auto [removed: V,] [added: V*,] has sold-in over [removed: 105] [added: 125] million units worldwide and includes access to [removed: Grand] [added: *Grand] Theft Auto [removed: Online.][added: Online*.]

On October 26, 2018, Rockstar Games launched [removed: Red Dead] [added: *Red* *Dead] Redemption [removed: 2,] [added: 2,*] which has been a critical and commercial success that set numerous entertainment industry records.

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

Rockstar Games continues to expand on our established franchises by developing sequels, offering downloadable episodes, content, and virtual [removed: currency, and releasing titles for smartphones and tablets.][added: currency.]

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

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

2K also publishes externally developed franchises such as [removed: Borderlands.][added: *Borderlands*.]

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

[added: Private Division.] Our Private Division label is dedicated to bringing titles from top independent developers to [removed: market.][added: market and is the publisher and owner of *Kerbal Space Program*.]

[added: 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, [removed: Dragon City] [added: *Dragon City*] and [removed: Monster Legends.][added: *Monster Legends*.]

[removed: NBA] [added: *NBA] 2K [removed: Online,] [added: Online*,] our free-to-play NBA simulation game, [added: that is based on the console edition of NBA 2K,] which was co-developed by 2K and Tencent, is the top online PC sports game in China with over [removed: 45] [added: 49] million registered users.

[removed: In February 2017, we] [added: We have] expanded our relationship with the NBA through the creation of the NBA 2K League.

Another cornerstone of our strategy is to support the success of our products in the marketplace through

To date, *Red Dead Redemption 2* has sold-in more than 30 million units worldwide.

The latest installment, *Borderlands 3*, launched on September 13, 2019.

In March 2020, 2K announced a multi-year partnership with the National Football League encompassing multiple future video games that will be non-simulation football game experiences and will launch starting in fiscal year 2022.

During fiscal year 2020, Private Division released *The Outer Worlds* and *Ancestors: The Humankind Odyssey,* based on new IP from renowned industry creative talent.

Additionally, Private Division has announced that *Disintegration* is planned for release in fiscal year 2021 and *Kerbal Space Program 2* in fiscal year 2022.

We have released two iterations of *NBA 2K Online* and continue to enhance the title with new features.

We believe that content ownership facilitates our

The term of the Xbox One license agreement renewed on April 1, 2020 for a two-month period expiring on June 1, 2020, while the parties negotiate a new license agreement also covering Microsoft's next generation consoles.

- Implementing public relations campaigns, using social, digital, online, television, outdoor, and print marketing, including certain performance marketing programs.

- Stimulating continued sales by reducing the wholesale prices of our products to retailers, digital storefronts, and platform providers 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 $98.0 million, $81.7 million and $59.7 million during the fiscal years ended March 31, 2020, 2019 and 2018, respectively.

Examples of our competitors include Activision Blizzard, Inc., Electronic Arts Inc., and Ubisoft Entertainment S.A.

- Sony, Microsoft, and Nintendo for the sale of interactive entertainment software.

- Other software, hardware, entertainment and media for limited retail shelf space and promotional resources.

Overview.

Support World-Class Creative Teams.

to remain captivated and engaged, we prioritize producing the highest quality entertainment experiences.

We focus on publishing a select number of high-quality titles based on internally-owned and developed intellectual properties.

Interactive entertainment played online and on mobile platforms, including tablets and smartphones, represents exciting opportunities to enhance our growth and profitability.

We also publish an expanding variety of titles for tablets and smartphones, which are delivered to consumers through digital download.

Expand International Business.

Rockstar Games.

2K.

Private Division.

Private Division has announced that it will publish three upcoming titles based on new IP from renowned industry creative talent, including The Outer Worlds and Ancestors: The Humankind Odyssey, both of which are planned for release in calendar 2019.

Additionally, Private Division is the publisher of Kerbal Space Program.

Social Point.

On August 2, 2018, 2K and Tencent commercially launched NBA 2K Online 2 in China.

The title is based on the console edition of NBA 2K and includes an array of new features.

The NBA 2K League began its second season on April 2, 2019.

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

We send software code and a prototype of a title, together with related artwork, user instructions, warranty information, brochures and packaging designs to the manufacturers.

Games are generally shipped within two weeks of receipt of our manufacturing order.

Sony.

Microsoft.

| | |

| --- | --- |

| • | Implementing public relations campaigns, using print and online advertising, television, radio spots and outdoor advertising. We believe that we label and market our products in accordance with the applicable principles and |

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

| • | Stimulating continued sales by reducing the wholesale prices of our products to retailers at various times during the life of a product. Price protection may occur at any time in a product's life cycle, but typically occurs three to nine months after a product's initial launch. In certain international markets, we also provide volume rebates to stimulate continued product sales. Price protection, sales returns and other allowances amounted to $81.7 million, $59.7 million and $127.7 million during the fiscal years ended March 31, 2019, 2018 and 2017, respectively. |

Trends and Factors Affecting our Business

Product Release Schedule.

Our financial results are affected by the timing of our product releases and the commercial success of those titles.

Our Grand Theft Auto products in particular have historically accounted for a substantial portion of our revenue.

Sales of our Grand Theft Auto products generated 25.7% of our net revenue for the fiscal year ended March 31, 2019.

In October 2018, we released Red Dead Redemption 2.

Sales of Red Dead Redemption products generated 32.1% of our net revenue for the fiscal year ended March 31, 2019.

The timing of our Grand Theft Auto or Red Dead Redemption product releases may affect our financial performance on a quarterly and annual basis.

Economic Environment and Retailer Performance.

We continue to monitor economic conditions that may unfavorably affect our businesses, such as deteriorating consumer demand, pricing pressure on our products, credit quality of our receivables, and foreign currency exchange rates.

Our business is dependent upon a limited number of customers who account for a significant portion of our revenue.

Our five largest customers accounted for 70.1%, 70.7% and 65.5% of net revenue during the fiscal years

ended March 31, 2019, 2018 and 2017, respectively.

As of March 31, 2019 and 2018, five customers comprised 66.6% and 65.4% 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 55.8% and 53.2% of such balance at March 31, 2019 and 2018, respectively.

We are, or may become, subject to demands and claims (including intellectual property [added: and employment related] claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our business or financial statements.

On February 7, 2019, all of the previously disclosed lawsuits, claims, and counterclaims that had been pending since April 2016 with Mr. Leslie Benzies, the former president of one of our subsidiaries, were resolved.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

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

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

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

| | [removed: For] [added: | | For] the fiscal year ended March 31, [removed: 2019] [added: 2020] | [added: | | | | |]

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

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

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

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

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

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

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

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

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

| Common Stock, $.01 par value | [added: | |] TTWO | [added: | |] NASDAQ Global Select Market | [added: | |]

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

Yes [removed: o] [added: ☐] No ý

| Large accelerated filer ý | [added: | |] Accelerated filer o | [added: | |] Non-accelerated filer o | [added: | |] Smaller reporting company [removed: o] [added: ☐] | [added: | |] Emerging growth company [removed: o] [added: ☐] | [added: | |]

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: $15,537,179,720.][added: $13,938,279,654.]

As of May [removed: 2, 2019,] [added: 7, 2020,] there were [removed: 112,541,501] [added: 113,942,760] shares of the Registrant's Common Stock outstanding, net of treasury stock.

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

Portions of the registrant's definitive proxy statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders

[removed: INDEX][added: INDEX]

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

[removed: | [PART I](#s3C79B4A654B15B2C833ABCA408D1FAB7) | | |][added: PART I]

| [Item [removed: 1](#sC2611110E15E5B6B8A7C88DD16136050).] [added: 1](#i522fc58b4b794171b49b2aac24c9e306_16).] | [removed: [Business](#sC2611110E15E5B6B8A7C88DD16136050)] | [removed: [1](#sC2611110E15E5B6B8A7C88DD16136050)] | [added: [Business](#i522fc58b4b794171b49b2aac24c9e306_16) | | | [1](#i522fc58b4b794171b49b2aac24c9e306_16) | | | | | | | | |]

| [Item [removed: 1A.](#s1C12BF1F8A075192971855264CF86951)] [added: 1A.](#i522fc58b4b794171b49b2aac24c9e306_19)] | [added: | |] [Risk [removed: Factors](#s1C12BF1F8A075192971855264CF86951)] [added: Factors](#i522fc58b4b794171b49b2aac24c9e306_19)] | [removed: [7](#s1C12BF1F8A075192971855264CF86951)] | [added: | [6](#i522fc58b4b794171b49b2aac24c9e306_19) | | | | | | | | |]

| [Item [removed: 1B.](#s4CF50A344F8E5963BE325C7FDB3C6A0E)] [added: 1B.](#i522fc58b4b794171b49b2aac24c9e306_22)] | [added: | |] [Unresolved Staff [removed: Comments](#s4CF50A344F8E5963BE325C7FDB3C6A0E)] [added: Comments](#i522fc58b4b794171b49b2aac24c9e306_22)] | [removed: [21](#s4CF50A344F8E5963BE325C7FDB3C6A0E)] | [added: | [22](#i522fc58b4b794171b49b2aac24c9e306_22) | | | | | | | | |]

| [Item [removed: 2.](#s63925BED74D75478B271BCBE3F0E6C54)] [added: 2.](#i522fc58b4b794171b49b2aac24c9e306_25)] | [removed: [Properties](#s63925BED74D75478B271BCBE3F0E6C54)] | [removed: [21](#s63925BED74D75478B271BCBE3F0E6C54)] | [added: [Properties](#i522fc58b4b794171b49b2aac24c9e306_25) | | | [22](#i522fc58b4b794171b49b2aac24c9e306_25) | | | | | | | | |]

| [Item [removed: 3.](#s10A3DE2DCD4A5C20978E61F89FFEE312)] [added: 3.](#i522fc58b4b794171b49b2aac24c9e306_28)] | [added: | |] [Legal [removed: Proceedings](#s10A3DE2DCD4A5C20978E61F89FFEE312)] [added: Proceedings](#i522fc58b4b794171b49b2aac24c9e306_28)] | [removed: [21](#s10A3DE2DCD4A5C20978E61F89FFEE312)] | [added: | [23](#i522fc58b4b794171b49b2aac24c9e306_28) | | | | | | | | |]

| [Item [removed: 4.](#s72009D8F31E55518BFC746C6D6285119)] [added: 4.](#i522fc58b4b794171b49b2aac24c9e306_31)] | [added: | |] [Mine Safety [removed: Disclosures](#s72009D8F31E55518BFC746C6D6285119)] [added: Disclosures](#i522fc58b4b794171b49b2aac24c9e306_31)] | [removed: [22](#s72009D8F31E55518BFC746C6D6285119)] | [added: | [23](#i522fc58b4b794171b49b2aac24c9e306_31) | | | | | | | | |]

| [Item [removed: 5.](#s18B13EE9C9C05762B7178DA0162A65EB)] [added: 5.](#i522fc58b4b794171b49b2aac24c9e306_37)] | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s18B13EE9C9C05762B7178DA0162A65EB)] [added: Securities](#i522fc58b4b794171b49b2aac24c9e306_37)] | [removed: [23](#s18B13EE9C9C05762B7178DA0162A65EB)] | [added: | [24](#i522fc58b4b794171b49b2aac24c9e306_37) | | | | | | | | |]

| [Item [removed: 6.](#s65906728A10E57A7A3AD28BCA8B68FCA)] [added: 6.](#i522fc58b4b794171b49b2aac24c9e306_40)] | [added: | |] [Selected Financial [removed: Data](#s65906728A10E57A7A3AD28BCA8B68FCA)] [added: Data](#i522fc58b4b794171b49b2aac24c9e306_40)] | [removed: [25](#s65906728A10E57A7A3AD28BCA8B68FCA)] | [added: | [26](#i522fc58b4b794171b49b2aac24c9e306_40) | | | | | | | | |]

| [Item [removed: 7.](#s7FDE65E5231C58DCAFBF8D7033DDDBE8)] [added: 7.](#i522fc58b4b794171b49b2aac24c9e306_43)] | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s7FDE65E5231C58DCAFBF8D7033DDDBE8)] [added: Operations](#i522fc58b4b794171b49b2aac24c9e306_43)] | [removed: [26](#s7FDE65E5231C58DCAFBF8D7033DDDBE8)] | [added: | [26](#i522fc58b4b794171b49b2aac24c9e306_43) | | | | | | | | |]

| [Item [removed: 7A.](#s1A39D6201A4D5DDBA198B4D210AA97BC)] [added: 7A.](#i522fc58b4b794171b49b2aac24c9e306_46)] | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s1A39D6201A4D5DDBA198B4D210AA97BC)] [added: Risk](#i522fc58b4b794171b49b2aac24c9e306_46)] | [removed: [42](#s1A39D6201A4D5DDBA198B4D210AA97BC)] | [added: | [37](#i522fc58b4b794171b49b2aac24c9e306_46) | | | | | | | | |]

| [Item [removed: 8.](#sF81504906F6B52E8BC0536A19A7BC7EC)] [added: 8.](#i522fc58b4b794171b49b2aac24c9e306_49)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#sF81504906F6B52E8BC0536A19A7BC7EC)] [added: Data](#i522fc58b4b794171b49b2aac24c9e306_49)] | [removed: [43](#sF81504906F6B52E8BC0536A19A7BC7EC)] | [added: | [38](#i522fc58b4b794171b49b2aac24c9e306_49) | | | | | | | | |]

| [Item [removed: 9.](#s3F9E2DE13C2754A98B5187917191722E)] [added: 9.](#i522fc58b4b794171b49b2aac24c9e306_52)] | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s3F9E2DE13C2754A98B5187917191722E)] [added: Disclosure](#i522fc58b4b794171b49b2aac24c9e306_52)] | [removed: [43](#s3F9E2DE13C2754A98B5187917191722E)] | [added: | [38](#i522fc58b4b794171b49b2aac24c9e306_52) | | | | | | | | |]

| [Item [removed: 9A.](#sBE7389C690DD5AD09082AF72680DDF56)] [added: 9A.](#i522fc58b4b794171b49b2aac24c9e306_55)] | [added: | |] [Controls and [removed: Procedures](#sBE7389C690DD5AD09082AF72680DDF56)] [added: Procedures](#i522fc58b4b794171b49b2aac24c9e306_55)] | [removed: [43](#sBE7389C690DD5AD09082AF72680DDF56)] | [added: | [39](#i522fc58b4b794171b49b2aac24c9e306_55) | | | | | | | | |]

| [Item [removed: 9B.](#s5ACB669D7787554AB5743E4870C4DEE9)] [added: 9B.](#i522fc58b4b794171b49b2aac24c9e306_58)] | [added: | |] [Other [removed: Information](#s5ACB669D7787554AB5743E4870C4DEE9)] [added: Information](#i522fc58b4b794171b49b2aac24c9e306_58)] | [removed: [44](#s5ACB669D7787554AB5743E4870C4DEE9)] | [added: | [39](#i522fc58b4b794171b49b2aac24c9e306_58) | | | | | | | | |]

| | | | | | | | | |

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

| OR | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | | | |

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

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

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

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

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

| [PART II](#i522fc58b4b794171b49b2aac24c9e306_34) | | | | | | | | | | | | | | |

| [PART IV](#i522fc58b4b794171b49b2aac24c9e306_79) | | | | | | | | | | | | | | |

| | | | [Signatures](#i522fc58b4b794171b49b2aac24c9e306_196) | | | [87](#i522fc58b4b794171b49b2aac24c9e306_196) | | | | | | | | |

Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including the uncertainty of the impact of the COVID-19 pandemic and measures taken in response thereto; the effect that measures taken to mitigate the COVID-19 pandemic have on our operations, including our ability to timely deliver our titles and other products, and on the operations of our counterparties, including retailers, including digital storefronts and platform partners, and distributors; the effects of the COVID-19 pandemic on consumer demand and the discretionary spending patterns of our customers; the impact of reductions in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio; the impact of potential inflation; volatility in foreign currency exchange rates; as well as, but not limited to, the risks and uncertainties discussed under the heading "Risk Factors" included in Part I, Item 1A herein.

10-K 1 ttwo10k03312019.htm 10-K

| | |

| --- | --- |

| OR | |

| | | |

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

| | | | | |

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

| [PART II](#sAC3EE044C0275CAD9DB2385F62A0CC7D) | | |

| [PART IV](#s236E648CC02F5E668B0FA45C95CC2E6B) | | |

| | [Signatures](#s3CB1EC1920025649ABE13768C2B8BECC) | [97](#s3CB1EC1920025649ABE13768C2B8BECC) |

Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including, but not limited to, those discussed under the heading "Risk Factors" included in Part I, Item 1A herein.

Take-Two Interactive Software Europe Ltd, our wholly-owned subsidiary, leases [added: approximately 39,500 square feet of office space in London, United Kingdom, which expires in December 2034, and approximately] 12,500 square feet of office space in Windsor, United Kingdom, which expires in January 2022.

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

United Kingdom; and, in the United States, Carlsbad, Foothill Ranch, Petaluma, Moorpark, and San Mateo California; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; and Kirkland, Seattle and Vancouver, Washington.

[removed: PART II][added: PART II]

[removed: Market] [added: *Market] Information and [removed: Holders][added: Holders*]

Our common stock trades on the NASDAQ Global Select Market under the symbol "TTWO." The number of record holders of our common stock was [removed: 55] [added: 61] as of May [removed: 10, 2019.][added: 7, 2020.]

[removed: Dividend Policy][added: *Dividend Policy*]

Our [removed: New] Credit Agreement requires us to meet certain incurrence tests prior to paying a dividend.

See "Liquidity and Capital Resources" under Item 7 for additional information on our [removed: New] Credit Agreement.

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

[removed: Stock] [added: *Stock] Performance [removed: Graph][added: Graph*]

The following line graph compares, from March 31, [removed: 2014] [added: 2015] through March 31, [removed: 2019,] [added: 2020,] 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: 2014] [added: 2015] in our common stock and in each of the following indices and assumes reinvestment of all cash dividends, if any, paid on such securities.

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

[removed: Among] [added: Among] Take-Two Interactive Software, Inc., the NASDAQ Composite Index and a Peer [removed: Group][added: Group]

[removed: March 2019][added: | | | | March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: ][added: ]

* $100 invested on March 31, [removed: 2014] [added: 2015] in stock or index - including reinvestment of dividends.

[removed: | | March 31, | | | | | | | | | | | | | | | | | | | | | | |][added: March 2020]

| | [removed: 2014] | | [added: 2015] | | [removed: 2015] | | | | [removed: 2016] [added: 2016] | | | | [removed: 2017] | | [added: 2017] | | [removed: 2018] | | | | [removed: 2019] [added: 2018] | | | [added: | | | 2019 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: Issuer] [added: *Issuer] Purchases of Equity [removed: Securities][added: Securities*]

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

During the fiscal years ended March 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] we repurchased [added: 0,] 3,715,642, [removed: 1,512,557,] and [removed: 0] [added: 1,512,557] shares of our common stock in the open market, respectively, for [removed: $362.4] [added: $0.0] million, [removed: $154.8] [added: $362.4] million, and [removed: $0.0] [added: $154.8] million, respectively, including commissions, as part of the program.

As of March 31, [removed: 2019,] [added: 2020,] we had repurchased a total of 10,399,529 shares of our common stock under the program, and 3,818,154 shares of our common stock remained available for repurchase under the share repurchase program.

[removed: Summary Table—The] [added: *Summary Table*—The] table below details the share repurchases that were made by us during the three months ended March 31, [removed: 2019:][added: 2020:]

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

| March 1 - 31, [removed: 2019] [added: 2020] | | [added: | | | |] — | | | [added: | | |] $ | — | | | [added: | |] — | | | [added: | | |] 3,818 | | [added: |]

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

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

| Take-Two Interactive Software, Inc. | | | $ | 100.00 | | | | | $ | 147.96 | | | | | $ | 232.80 | | | | | $ | 384.05 | | | | | $ | 370.66 | | | | | $ | 465.87 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| NASDAQ Composite Index | | | 100.00 | | | | | | 100.55 | | | | | | 123.56 | | | | | | 149.21 | | | | | | 165.07 | | | | | | 166.22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Peer Group | | | 100.00 | | | | | | 130.29 | | | | | | 185.60 | | | | | | 251.95 | | | | | | 188.13 | | | | | | 217.73 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| January 1 - 31, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,818 | | |

| February 1 - 28, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 3,818 | | |

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

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

| Take-Two Interactive Software, Inc. | $ | 100.00 | | | $ | 116.10 | | | $ | 171.77 | | | $ | 270.27 | | | $ | 445.87 | | | $ | 430.32 | |

| NASDAQ Composite Index | 100.00 | | | | 118.12 | | | | 118.77 | | | | 145.94 | | | | 176.24 | | | | 194.97 | | |

| Peer Group | 100.00 | | | | 146.81 | | | | 191.27 | | | | 272.47 | | | | 369.88 | | | | 276.19 | | |

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

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

| January 1 - 31, 2019 | | — | | | — | | | | — | | | 4,937 | |

| February 1 - 28, 2019 | | 1,119 | | | $ | 89.53 | | | 1,119 | | | 3,818 | |

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

| [removed: STATEMENT] [added: STATEMENT] OF OPERATIONS [removed: DATA:] [added: DATA:] | [removed: 2019] [added: | | 2020 | | | | | | 2019] (1) | | | | [removed: 2018] | | [added: 2018] | | [removed: 2017] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] | | [added: 2016] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net revenue | [added: | | $ | 3,088,970 | | | | |] $ | 2,668,394 | | | [added: | |] $ | 1,792,892 | | | [added: | |] $ | 1,779,748 | | | [added: | |] $ | 1,413,698 | | | [removed: $] | [removed: 1,082,938] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Gross profit | [added: | | 1,546,520 | | | | | |] 1,144,750 | | | | [added: | |] 894,581 | | | | [added: | |] 756,789 | | | | [added: | |] 599,825 | | | | [removed: 288,071] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income (loss) | [added: | | $ | 404,459 | | | | |] $ | 333,837 | | | [added: | |] $ | 173,533 | | | [added: | |] $ | 67,303 | | | [added: | |] $ | [removed: (8,302] [added: (8,302)] | [removed: )] | | [removed: $] | [removed: (279,470] | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | |]

| Earnings per share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| Earnings (loss) per share: | [added: | | $ | 3.58 | | | | |] $ | 2.95 | | | [added: | |] $ | 1.57 | | | [added: | |] $ | 0.73 | | | [added: | |] $ | [removed: (0.10] [added: (0.10)] | [removed: )] | | [removed: $] | [removed: (3.48] | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | |]

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

| Earnings (loss) per share: | [added: | | $ | 3.54 | | | | |] $ | 2.90 | | | [added: | |] $ | 1.54 | | | [added: | |] $ | 0.72 | | | [added: | |] $ | [removed: (0.10] [added: (0.10)] | [removed: )] | | [removed: $] | [removed: (3.48] | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | |]

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

| [removed: BALANCE] [added: BALANCE] SHEET [removed: DATA:] [added: DATA:] | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | | [removed: 2016] | | [added: 2018] | | [removed: 2015(2)] | | | [added: | 2017 | | | | | | 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Total assets | [added: | | $ | 4,948,832 | | | | |] $ | 4,243,065 | | | [added: | |] $ | 3,737,841 | | | [added: | |] $ | 3,149,154 | | | [added: | |] $ | 2,590,277 | | | [removed: $] | [removed: 2,228,073] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Long-term debt | [added: | | — | | | | | |] — | | | | [added: | |] 8,068 | | | | [added: | |] 251,929 | | | | [added: | |] 497,935 | | | | [removed: 473,030] | | | [added: | | | | | | | | | | | | | | | | | | | |]

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

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

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

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

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

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

(2) During 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 $3,027 as of March 31, 2015, to reflect the deduction of debt issuance costs from the carrying amount of the related debt liability.

We provide details of our valuation and qualifying accounts in Note [removed: 21] [added: 22] - Supplementary Financial Information to the Consolidated Financial Statements.

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

[removed: Evaluation] [added: *Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures*]

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures at March 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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 (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

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

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2019.][added: 2020.]

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

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2019,] [added: 2020,] 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.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the effect of the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

[removed: PART III][added: PART III]

The information required by this Item is incorporated herein by reference to the sections entitled "Proposal 1—Election of Directors" and "Executive Compensation—Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held in [removed: 2019.][added: 2020.]

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: 2019).][added: 2020).]

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

[removed: PART IV][added: PART IV]

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

[removed: | (i) | Financial Statements.] See Index to Financial Statements on page 53 of this Report. [removed: |]

[removed: | (ii) | Financial Statement Schedule.] See Note [removed: 21] [added: 22] to the Consolidated Financial Statements. [removed: |]

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

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

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

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

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

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

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

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

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

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

| 3.4 | | [removed: [Amended] [added: | | | | [Second Amended] and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of [removed: September 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000110465917057663/a17-22069_1ex3d1.htm)] [added: June 20, 2019](http://www.sec.gov/Archives/edgar/data/946581/000110465919037421/a19-11896_18k.htm)] | | [added: | | | |] 8-K | | [removed: 9/18/2017] | | [added: | | 6/25/2019 | | | | | |] 3.1 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

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

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

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

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

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

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

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

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

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

| 10.10 | | [added: | | | |] [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)+ | | [added: | | | |] 10-Q | | [added: | | | |] 10/30/2013 | | [added: | | | |] 10.5 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.11 | | [added: | | | |] [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)+ | | [added: | | | |] 14A | | [added: | | | |] 7/27/2017 | | [added: | | | |] Annex B | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.12 | | [added: | | | |] [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)+ | | [added: | | | |] 14A | | [added: | | | |] 7/27/2017 | | [added: | | | |] Annex C | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.13 | | [added: | | | |] [Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, [removed: 2019](https://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-10132ndamendedandrestat.htm)+] [added: 2019](http://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-10132ndamendedandrestat.htm)+] | | | | | | [added: 10-K] | | [removed: X] | [added: | | | 5/14/2019 | | | | | | 10.13 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.14 | | [added: | | | |] [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)+ | | [added: | | | |] 10-Q | | [added: | | | |] 11/8/2017 | | [added: | | | |] 10.4 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.15 | | [added: | | | |] [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)+ | | [added: | | | |] 10-Q | | [added: | | | |] 11/8/2017 | | [added: | | | |] 10.5 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.16 | | [added: | | | |] [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)+ | | [added: | | | |] 10-Q | | [added: | | | |] 11/8/2017 | | [added: | | | |] 10.6 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.17 | | [added: | | | |] [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)+ | | [added: | | | |] 10-Q | | [added: | | | |] 11/8/2017 | | [added: | | | |] 10.7 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

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

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

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

| 10.21 | | [added: | | | |] [Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000162828018010376/a063018ttwoex-10x2.htm)+ | | [added: | | | |] 10-Q | | [added: | | | |] 8/3/2018 | | [added: | | | |] 10.2 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.22 | | [added: | | | |] [Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff](http://www.sec.gov/Archives/edgar/data/946581/000114420408009931/v103944_ex10-3.htm)+ | | [added: | | | |] 8-K | | [added: | | | |] 2/15/2008 | | [added: | | | |] 10.3 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.23 | | [added: | | | |] [Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson](http://www.sec.gov/Archives/edgar/data/946581/000104746915000639/a2222916zex-10_1.htm)+ | | [added: | | | |] 10-Q | | [added: | | | |] 2/6/2015 | | [added: | | | |] 10.1 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.24 | | [added: | | | |] [Management Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465914018060/a14-7799_1ex10d1.htm)+ | | [added: | | | |] 8-K | | [added: | | | |] 3/10/2014 | | [added: | | | |] 10.1 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.25 | | [added: | | | |] [Restricted Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465915039690/a15-12266_2ex10d2.htm)+ | | [added: | | | |] S-3 ASR | | [added: | | | |] 5/20/2015 | | [added: | | | |] 10.2 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.26 | | [added: | | | |] [Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of June 30, 2015](http://www.sec.gov/Archives/edgar/data/946581/000104746915006749/a2225573zex-10_1.htm)+ | | [added: | | | |] 10-Q | | [added: | | | |] 8/10/2015 | | [added: | | | |] 10.1 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

(i)Financial Statements.

(ii)Financial Statement Schedule.

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

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

| 4.1 | | | | | | [Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/946581/000162828020008291/ex-4103312020.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

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

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

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

| 10.35 | | | | | | [R](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm)[estricted Unit Agree](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm)[ment dated as of April 13, 2020, by an](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm)[d between Take-Two](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm) [Interactive Software, Inc. and ZelnickMedia C](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm)[orporation](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm) + | | | | | | S-3 ASR | | | | | | 4/13/2020 | | | | | | 10.2 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.50 | | | | | | [Amendment No. 6 to the Xbox One Publisher License Agreement, dated as of April 9, 2019, between Microsoft Corporation and the Company](http://www.sec.gov/Archives/edgar/data/946581/000162828019010011/a101ttwoxboxoneplaamen.htm) | | | | | | 10-Q | | | | | | 8/6/2019 | | | | | | 10.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

| 101.INS | | | | | | The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 104 | | | | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | |

† Schedules omitted pursuant to item 601(b)(2) of Regulation S-K.

Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

| | |

| --- | --- |

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

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

| 2.1 | | [Share Sale and Purchase Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc., Take-Two Invest Espana, S.L., Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l. †](http://www.sec.gov/Archives/edgar/data/946581/000110465917006472/a17-3563_1ex2d1.htm) | | 8-K | | 2/3/2017 | | 2.1 | | |

| 10.57 | | [Registration Rights Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc, Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l.](http://www.sec.gov/Archives/edgar/data/946581/000110465917006472/a17-3563_1ex10d1.htm) | | 8-K | | 2/3/2017 | | 10.1 | | |

| | | | | Importance by Reference | | | | | | |

| 101.INS | | XBRL Instance Document. | | | | | | | | X |

| | Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Exchange Act Rule 24b-2. |

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

[removed: FISCAL YEAR ENDED MARCH] [added: | *Fiscal Year Ended March] 31, [removed: 2019][added: 2019* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: INDEX] [added: INDEX] TO FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| | [removed: Page] | [added: | Page | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#sF41E48D74B715938800134D8A3447854)] [added: Firm](#i522fc58b4b794171b49b2aac24c9e306_91)] | [removed: [54](#sF41E48D74B715938800134D8A3447854)] | [added: | [47](#i522fc58b4b794171b49b2aac24c9e306_91) | | |]

| [Consolidated Balance [removed: Sheets](#s58DB0B0641E65A11AEA09FF7A3F25EAA)—At] [added: Sheets](#i522fc58b4b794171b49b2aac24c9e306_94)—At] March 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [removed: [56](#s58DB0B0641E65A11AEA09FF7A3F25EAA)] | [added: | [51](#i522fc58b4b794171b49b2aac24c9e306_94) | | |]

| [Consolidated Statements of [removed: Operations](#s313286A0EEF55DFC9C1EFB763626C50B)—For] [added: Operations](#i522fc58b4b794171b49b2aac24c9e306_100)—For] the fiscal years ended March 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [57](#s313286A0EEF55DFC9C1EFB763626C50B)] | [added: | [52](#i522fc58b4b794171b49b2aac24c9e306_100) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#s6B993337A5C25B3E9D66E973C629CE0E)—For] [added: Income](#i522fc58b4b794171b49b2aac24c9e306_103)—For] the fiscal years ended March 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [58](#s6B993337A5C25B3E9D66E973C629CE0E)] | [added: | [53](#i522fc58b4b794171b49b2aac24c9e306_103) | | |]