Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)The following documents are filed as part of this Report:

(i)Financial Statements. See Index to Financial Statements on page 44 of this Report.

(ii)Financial Statement Schedule. See Note 21 - Supplementary Financial Information to our Consolidated Financial Statements.

(iii)Index to Exhibits:

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
2.1Agreement and Plan of Merger, dated as of August 17, 2020, by and among Take-Two Interactive Software, Inc., Dash MS, LLC, Dash MS II, LLC, Playdots, Inc. and Shareholder Representative Services LLC, as Stockholder Representative8-K8/18/20202.1
3.1Restated Certificate of Incorporation10-K2/12/20043.1
3.1.1Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 199810-K2/12/20043.1.2
3.1.2Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 200310-K2/12/20043.1.3
3.1.3Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 20098-K4/23/20093.1
3.1.4Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 20128-K9/24/20123.1
3.2Certificate of Designation of Series A Preferred Stock, dated March 11, 199810-K2/12/20043.1.1
3.3Certificate of Designation of Series B Preferred Stock, dated March 26, 20088-A12B3/26/20084.2
3.4Second Amended and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of June 20, 20198-K6/25/20193.1
4.1Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 193410-K5/22/20204.1
10.1Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+8-K3/7/200810.1
10.2Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 21, 2016+14A7/28/2016Annex A
10.3Form of Employee Restricted Stock Agreement+10-Q6/5/200910.2
10.4Form of Non-Employee Director Restricted Stock Agreement+10-Q6/5/200910.3
10.5Form of Employee Restricted Unit Agreement+10-Q8/1/201210.1
10.6Form of Employee Restricted Unit Agreement+10-Q10/30/201310.1
10.7Form of Employee Global Restricted Unit Agreement+10-Q10/30/201310.2
10.8Form of Employee Restricted Unit Agreement +10-Q10/30/201310.3
10.9Form of Employee Global Restricted Unit Agreement+10-Q10/30/201310.4
10.10Form of Employee Global Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan+10-Q10/30/201310.5
10.11Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan14A7/24/2020Annex B
10.12Amendment No. 1 to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+S-89/4/202099.2
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.13Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017+14A7/27/2017Annex C
10.14Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, 2019+10-K5/14/201910.13
10.15Form of Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.4
10.16Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.5
10.17Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.6
10.18Form of Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.7
10.19Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+8-K5/14/201010.1
10.20First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+8-K10/25/201010.1
10.21Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+10-Q10/31/201210.6
10.22Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein+10-Q8/3/201810.2
10.23Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+8-K2/15/200810.3
10.24Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+10-Q2/6/201510.1
10.25Management Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia Corporation+8-K3/10/201410.1
10.26Restricted Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia Corporation+S-3 ASR5/20/201510.2
10.27Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of June 30, 2015+10-Q8/10/201510.1
10.28Amendment to the Restricted Stock Unit Agreement, dated as of March 31, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+10-K5/19/201610.50
10.29Restricted Unit Agreement, dated as of May 20, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR5/20/201610.2
10.30Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of February 7, 2017+10-Q2/8/201710.3
10.31Restricted Unit Agreement, dated as of May 25, 2017, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR5/25/201710.2
10.32Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of December 15, 2017+10-Q2/8/201810.4
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.33Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation+8-K11/22/201710.1
10.34Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/13/201810.2
10.35Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/15/201910.2
10.36Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation +S-3 ASR4/13/202010.2
10.37Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation +S-3 ASR4/13/202110.2
10.38Credit Agreement, dated as of February 8, 2019, by and among Take-Two Interactive Software, Inc., the lender parties thereto, Wells Fargo Bank, National Association, as administrative agent for the Lenders, Wells Fargo Securities, LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. as syndication agent10-K5/14/201910.35
10.39Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company*10-Q11/8/201110.3
10.40Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company*10-Q6/5/200910.1
10.41Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP*10-Q2/3/201210.1
10.42Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP*10-Q2/6/201310.2
10.43Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP*10-Q2/4/201410.2
10.44Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company*10-Q10/30/201410.1
10.45Amendment to the Xbox 360 Publisher License Agreement, signed on December 21, 2017, between Microsoft Corporation and the Company*10-Q2/8/201810.2
10.46Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation**10-Q11/6/202010.1
10.47PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.*10-K5/24/201710.48
10.48PlayStation 5 Amendment to PlayStation Global Developer and Publisher Agreement, effective as of May 1, 2020 and signed on September 30, 2020, between Take-Two Interactive Software, Inc. and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.**10-Q11/6/202010.4
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.49Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 200210-Q9/16/200210.2
10.50Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc.10-K5/23/201210.45
10.51Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc.10-K5/14/201410.39
10.52Eighth Lease Modification Agreement, dated as of January 6, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc.10-K5/19/201610.47
10.53Ninth Lease Modification Agreement, dated as of December 15, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc.10-Q2/4/201610.1
10.54Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 1003610-Q2/8/201710.1
10.55First Amendment to Lease, dated as of July 25, 2018 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC10-Q11/8/201810.1
21.1Subsidiaries of the CompanyX
23.1Consent of Ernst & Young LLPX
31.1Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101.INSThe Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Calculation Linkbase DocumentX
101.LABXBRL Taxonomy Label Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition DocumentX
104Cover 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. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.

+ Represents a management contract or compensatory plan or arrangement.

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

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

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2021 and 2020, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2021, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2021, 2020 and 2019, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2021, 2020 and 2019, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2021, 2020 and 2019, and (vi) Notes to the Consolidated Financial Statements.

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