Take-Two Interactive (TTWO) 10-K risk factor changes: FY2022 vs FY2021

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.]

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 [removed: systems and networks, can have adverse effects on our business.]

Such events could [removed: affect] [added: decrease] the demand for our [removed: sports titles.][added: products and services, make it difficult or impossible for us to]

*Grand Theft Auto* products contributed [removed: 29.2%] [added: 30.9%] of our net revenue for the fiscal year ended March 31, [removed: 2021,] [added: 2022,] and the five best-selling franchises (including *Grand Theft Auto*), which may change year over year, in the aggregate accounted for [removed: 84.1%] [added: 83.2%] of our net revenue for the fiscal year ended March 31, [removed: 2021.][added: 2022.]

[removed: We also compete with game publishers, such as Activision Blizzard, Inc., Electronic Arts Inc., and Ubisoft Entertainment S.A.] As our business is dependent upon our ability to develop hit titles, which require increasing budgets for development and marketing, the availability of significant financial resources has become a major competitive factor in developing and marketing software games.

Additionally, in order to stay competitive, our internal development studios must anticipate and adapt to rapid technological changes affecting software development, such as cloud-based game [removed: streaming.][added: streaming, and evolving business models, such as free-to-play and subscription-based access to a portfolio of interactive content, to stay competitive.]

[removed: Because sales associated] with [removed: an initial product launch generally constitute a high percentage of] the [removed: 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 condition, and operating results and therefore cause our operating results to be materially different from our expectations.

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 PS5 and Microsoft's Xbox One and Xbox Series X|S, which comprised [removed: 74.6%] [added: 72.2%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2021.][added: 2022.]

The risk of such threats may be heightened as a result of [added: international conflicts such as the one between Russia and Ukraine or as a result of] an extended period of remote work arrangements due to COVID-19.

These third-party networks, as well as our own internal systems and websites, and the related security measures 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 [removed: customers' information or our data—including our intellectual property and other confidential business information—or our information technology systems.]

We have also grown our product offerings that are available through digital download, including virtual currency, through our existing franchises such as [removed: *Grand] [added: Grand] Theft [removed: Auto*] [added: Auto] and [removed: *NBA 2K*,] [added: NBA 2K,] as well as through our mobile product offerings.

For example, we may offer games that do not attract sufficient purchases of virtual currency, which may cause our investments into this product space, such as through our acquisitions of Social Point and [removed: Playdots,] [added: Playdots or our pending acquisition of Zynga,] to fail to realize the expected benefits.

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

[removed: for content creation and development] [added: - We are dependent on the future success] of our [removed: *Grand] [added: Grand] Theft [removed: Auto*] [added: Auto products] and other [removed: hit titles and] [added: “hit”] titles [removed: based on other brands.]

[removed: While we believe that we can reliably estimate price protection and returns,] if price protection and return rates for our products exceed our reserves, our revenue could decline, which could have a material adverse effect on our business, financial condition, and operating results.

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2021] [added: 2022] accounted for [removed: 78.4%] [added: 79.0%] of our net revenue, with Sony and Microsoft each accounting for more than 10.0%.

[removed: In addition, our results] [added: - Results] of operations may be [added: impacted by COVID-19]

[added: In addition, our results of operations may be] adversely affected if certain of our customers who purchase on credit terms are no longer eligible to purchase on such terms due to their financial distress or lack of credit insurance, which may reduce the quantity of products they demand from us.

These agreements typically require us to make development payments, pay [removed: royalties, and satisfy other conditions.]

[added: We may be] unable to continue to enter into license agreements for certain current generation platforms on satisfactory terms or at all.

The ESRB system provides consumers with information about game content using a rating symbol that generally suggests the [added: appropriate player age group and specific content descriptors, such as graphic violence, profanity or sexually explicit material.]

In some instances, we may have to modify our products in order to market them under the target [removed: rating, which could delay or disrupt the release of our products.]

In either the U.S. or other countries, trade legislation, such as a change in the current tariff structures, import/export compliance laws, [added: a change in the relationship between either us] or [added: the U.S. and any country in which we have significant operations or sales, or] other trade laws or policies, could adversely affect our ability to sell or to distribute in international markets.

[added: Additionally, cultural differences may affect consumer preferences and as a result, some of] our "hit" products may not sell as well as they do in the U.S. Cultural differences may also require us to modify the content of our products or the method by which we charge our customers.

[added: We may need to] produce and distribute patches in order to repair such errors, which could be costly and may distract our developers from working on new products.

Competition for these licenses may also increase the advances, guarantees [added: and royalties that we must pay to the licensor, which could significantly increase our costs and adversely affect our profitability.]

Our Credit Agreement also requires us to satisfy specified financial covenants and comply with other affirmative [removed: and negative covenants.]

GDPR and DPA 2018 contain [removed: significant penalties for non-compliance.]

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

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

In the U.S., proposals have also been made by numerous state legislators to regulate and prohibit the sale of interactive entertainment software products containing certain types of violent or sexual content to audiences under the ages of 17 or [removed: 18 ,] [added: 18,] such as the State of California's "ultraviolent video games law" that sought to ban the sale or rental of violent video games to minors.

[removed: On March 11, 2021,] [added: In addition,] the U.S. enacted the American Rescue Plan Act of 2021 (“ARPA”) which provided numerous tax and other stimulus measures.

For the fiscal year ended March 31, [removed: 2021, 40.2%] [added: 2022, 40.1%] of our net revenue was earned outside the U.S. We are continuing to execute on our growth initiatives in Asia, where our strategy is to broaden the distribution of our existing products and expand our online gaming presence, especially in China and South Korea.

We are subject to risks inherent in foreign trade, including increased credit risks, tariffs, and duties, fluctuations in foreign currency exchange rates, shipping delays, and international political, regulatory and economic developments, [added: such as those relating to the conflict between Russia and Ukraine,] all of which can have a significant influence on our operating results.

[added: Such events may adversely impact critical infrastructure,] have the potential to disrupt our business, our third-party suppliers, or the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.

[removed: The sale of substantial amounts of our] common stock could adversely affect its price.

These risks are not presented in order of importance of probability of occurrence.*

Summary of Risk Factors

Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to:

Risks relating to our business and industry

- Our industry is highly competitive

- Uncertainty of achieving market acceptance, delays or disruptions for our products may have an adverse effect

- We face development risks and must adapt to changes in software technologies

- Increased competition for retailer support could increase expenses

- Increasing importance of digital sales exposes us to risks of that business model

- Our ability to develop successful products for current video game platforms

- We require approval of hardware licensors to publish titles

- Potential adverse impact of inadequate consumer data protection

- Potential adverse impact of security breaches

- Dependence on key management and product development personnel

- Offensive consumer-created content can harm our results of operations or reputation

- We rely on software development arrangements with third parties

- Reliance on channel partners to distribute our games on their platforms

- Increasing importance of free-to-play games exposes us to the risks of that business model

- Our acquisitions and investments may not have the anticipated results

- International operations risks

- Connectivity issues could affect our profitability and online services

- Reliance on complex information technology systems and networks

- The loss of server capacity or lack of sufficient bandwidth could cause our business to suffer

- Use of open-source software exposes us to risks

- Our software is susceptible to errors

- The continued ability to acquire and maintain license to intellectual property is key

- We may experience fluctuations in the recurring portion of our business

- Uncertainty of expansion into new products and services

- We are dependent on the timing of our product releases

- Adverse effects of price protection, returns, and used game sales

- A limited number of customers account for a significant portion of our sales

- Content policies could negatively affect sales

- Entertainment Software Rating Board ratings for our products could negatively affect our ability to distribute and sell

- The competitive position and value of our products could be adversely affected by unprotected intellectual property

- Contractual covenants can place certain limitations on our business

Risks related to legal or regulatory compliance

- Government regulation of the internet can affect our business

- Legislation could limit the retail market of our products

- Failure to comply with laws and regulations, including data privacy, could harm our business

- Adverse effect of alleged or actual infringement on the intellectual property rights of third parties

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

The increasing importance of digital sales to our business could also result in increasing issues with our digital distribution process, including difficulties our distributors have with collecting from consumers and any associated rebates we would owe.

We may be

appropriate player age group and specific content descriptors, such as graphic violence, profanity or sexually explicit material.

Additionally, cultural differences may affect consumer preferences and as a result, some of

We may need to

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

If that were to occur, we may be required to

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

Although we cannot predict whether, or in what form, any legislation based on such proposals may be adopted by the countries in which we do business, future tax reform based on such proposals may have an adverse impact on our effective tax rate, tax payments, and financial condition in future periods.

We are also required to pay taxes other than income taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes, in both the U.S. and foreign jurisdictions.

We are regularly under examination by tax authorities with respect to these non-income taxes.

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

Such events may adversely impact critical infrastructure,

We develop and publish products principally through Rockstar Games, 2K, Private Division, [removed: Social Point,] and [removed: Playdots.][added: T2 Mobile Games.]

Sales of *Grand Theft Auto* products generated [removed: 29.2%] [added: 30.9%] of our net revenue for the fiscal year ended March 31, [removed: 2021.][added: 2022.]

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

[removed: We] [added: Based on our concern for the health and safety of our teams, we] have developed and continue to develop plans to help mitigate the negative impact of the pandemic on our business, [removed: such as our transition, based on our concern for the health and safety of our teams, to working from home for] [added: including transitioning] the vast majority of our teams [removed: over the last year, which] to [removed: date has resulted in minimal disruption.][added: working from home.]

Any of these considerations described above could cause or contribute to the risks described, above, in [Item [removed: 1A](#id55210c8f40244b886767e1bec81de64_19)] [added: 1A](#i5eb7319ae71743c2ad7826a0ce88602b_19)] of this Form 10-K and could materially adversely affect our business, financial condition, results of operations, or stock price.

Our five largest customers accounted for [removed: 78.4%, 71.5%] [added: 79.0%, 78.4%] and [removed: 70.1%] [added: 71.5%] of net revenue during the fiscal years ended March 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

As of March 31, [removed: 2021] [added: 2022,] and [removed: 2020,] [added: 2021,] five customers comprised [removed: 77.6%] [added: 72.8%] and [removed: 58.1%] [added: 77.6%] 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: 69.2%] [added: 63.8%] and [removed: 48.8%] [added: 69.2%] of such balance at March 31, [removed: 2021] [added: 2022,] and [removed: 2020,] [added: 2021,] respectively.

We had two customers who accounted for [removed: 50.4%] [added: 43.5%] and [removed: 18.8%] [added: 20.3%] of our gross accounts receivable as of March 31, [removed: 2021] [added: 2022,] and two customers who accounted for [removed: 29.4%] [added: 50.4%] and [removed: 19.4%] [added: 18.8%] of our gross accounts receivable as of March 31, [removed: 2020.][added: 2021.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2021] [added: 2022,] and [removed: 2020.][added: 2021.]

*Hardware Platforms.* We derive most of our revenue from the sale of products made for video game consoles manufactured by third parties, which comprised [removed: 74.6%] [added: 72.2%] of our net revenue by product platform for the fiscal year ended [added: March 31, 2022.]

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

Further, [removed: COVID-19 or other events,] [added: events beyond our control] may impact the availability of these new consoles, which may also affect demand.

We also publish an expanding variety of titles for [removed: tablets and smartphones,] [added: Mobile,] which are delivered to consumers through digital download.

As disclosed in our "Results of Operations," below, net revenue from digital online channels comprised [removed: 86.6%] [added: 89.8%] of our net revenue for the fiscal year ended March 31, [removed: 2021.][added: 2022.]

[removed: To date we have announced that, during] [added: During] fiscal year 2022, [added: 2K released *NBA 2K22*, *WWE 2K22*, and *Tiny Tina's Wonderlands,* Private Division released *Hades* physically on consoles and *OlliOlli World,* and] Rockstar [removed: Games will release] [added: released] *Grand Theft [added: Auto: The Trilogy - The Definitive Edition* and *Grand Theft] Auto V* [added: and a standalone version of *Grand Theft Auto Online*] for the PS5 and Xbox Series [removed: X|S, Private Division will release *OlliOlli World* digitally, and 2K will release *NBA 2K22* and *WWE 2K22*.][added: X|S*.*]

Fiscal [removed: 2021] [added: 2022] Financial Summary

Our Net revenue for fiscal year ended March 31, [removed: 2021] [added: 2022] was led by [removed: titles from] a variety of our top franchises, primarily *NBA [removed: 2K;] [added: 2K,] Grand Theft [removed: Auto Online* and *Grand Theft Auto V;] [added: Auto,] Red Dead [removed: Redemption 2* and *Red Dead Online*; *Borderlands 3*,] [added: Redemption*, *Borderlands*,] and [removed: our] *WWE [removed: 2K* franchise*.*] [added: 2K.*] Our Net revenue increased to [removed: $3,372.8] [added: $3,504.8] million, an increase of [removed: $283.8] [added: $132.0] million or [removed: 9.2%] [added: 3.9%] compared to the fiscal year ended March 31, [removed: 2020.][added: 2021.]

For the fiscal year ended March 31, [removed: 2021,] [added: 2022,] our Net income was [removed: $588.9] [added: $418.0] million, as compared to [removed: Net income of $404.5] [added: $588.9] million in the prior [removed: year, and includes the reversal of share-based compensation expense of $69.8 million due to forfeitures and a gain of $40.6 million due to primarily the sale of one of our investments.][added: year.]

Diluted earnings per share for the fiscal year ended March 31, [removed: 2021] [added: 2022] was [removed: $5.09,] [added: $3.58,] as compared to Diluted income per share of [removed: $3.54] [added: $5.09] for the fiscal year ended March 31, [removed: 2020.][added: 2021.]

At March 31, [removed: 2021,] [added: 2022,] we had [removed: $2,060.2] [added: $2,195.3] million of Cash and cash equivalents and Restricted cash and cash equivalents, compared to [removed: $1,993.4] [added: $2,060.2] million at March 31, [removed: 2020.][added: 2021.]

The increase in [removed: Cash and] [added: Cash,] cash [removed: equivalents] [added: equivalents,] and [removed: Restricted] [added: restricted] cash and cash equivalents from March 31, [removed: 2020] [added: 2021] was due primarily to [added: (i)] Net cash provided by operating activities from sales primarily from the previously mentioned titles*,* partially offset by investments in software development and licenses as well as royalty [removed: payments.][added: payments and (ii) Net cash provided by investing activities primarily related to net proceeds from available for sale securities]

This net increase was partially offset by [removed: (i)] Net cash used in [removed: investing activities primarily related to changes in bank time deposits and net purchases of available for sale securities, our acquisition of Playdots, and purchases of fixed assets and (ii) Net cash used in] financing activities, which was primarily related to [added: repurchase of our common stock and] tax payments related to net share settlements of our restricted stock.

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#id55210c8f40244b886767e1bec81de64_112)] [added: Policies](#i5eb7319ae71743c2ad7826a0ce88602b_121)] in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K.

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#id55210c8f40244b886767e1bec81de64_112).][added: Policies](#i5eb7319ae71743c2ad7826a0ce88602b_121).]

[removed: *Net Bookings*][added: Net Bookings]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Increase/(decrease) | | | | | | Increase/(decrease) % | | |

For the fiscal year ended March 31, [removed: 2021,] [added: 2022,] Net Bookings [removed: increased] [added: decreased] by [removed: $562.2] [added: $144.4] million as compared to the prior year due primarily to [removed: increases] [added: a decrease] in Net Bookings from our *NBA 2K* [removed: franchise, *Grand Theft Auto Online* and *Grand Theft Auto V,*] [added: franchise;] our [removed: *Mafia* franchise,] *PGA TOUR [removed: 2K21,* which released in August 2020, *Two Dots,*] [added: 2K* franchise,] which [removed: was part] [added: benefited from the release] of [removed: our Playdots acquisition completed] [added: *PGA TOUR 2K21*] in [removed: September 2020*,*] [added: the prior year;] and [removed: *Dragon City,* partially offset by a decrease in Net Bookings from *Borderlands 3*,] [added: our *Mafia* franchise,] which [removed: released] [added: benefited from the releases of *Mafia: Definitive Editions* and *Mafia: Trilogy*] in [removed: September 2019,] [added: the prior year;] and *The Outer [removed: Worlds,*] [added: Worlds*,] which released in October [removed: 2019*.*][added: 2020.]

*In this section, we discuss the results of our operations for the fiscal year ended March 31, [removed: 2021] [added: 2022] compared to the fiscal year ended March 31, [removed: 2020.][added: 2021.]

For the comparison of fiscal year [removed: 2020] [added: 2021] to fiscal year [removed: 2019,] [added: 2020,] refer to* *[Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”](http://www.sec.gov/ix?doc=/Archives/edgar/data/946581/000162828020008291/ttwo-20200331.htm#i522fc58b4b794171b49b2aac24c9e306_43)* *of our Annual Report on Form 10-K for the year ended March 31, [removed: 2020.*][added: 2021.*]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Net revenue | | | | | | $ | [removed: 3,372,772] [added: 3,504,800] | | | | | 100.0 | | % | | | | $ | [removed: 3,088,970] [added: 3,372,772] | | | | | 100.0 | | % | | | | $ | [removed: 2,668,394] [added: 3,088,970] | | | | | 100.0 | | % |

| Cost of goods sold | | | | | | [removed: 1,535,085] [added: 1,535,401] | | | | | | [removed: 45.5] [added: 43.8] | | % | | | | [removed: 1,542,450] [added: 1,535,085] | | | | | | [removed: 49.9] [added: 45.5] | | % | | | | [removed: 1,523,644] [added: 1,542,450] | | | | | | [removed: 57.1] [added: 49.9] | | % |

| Gross profit | | | | | | [removed: 1,837,687] [added: 1,969,399] | | | | | | [removed: 54.5] [added: 56.2] | | % | | | | [removed: 1,546,520] [added: 1,837,687] | | | | | | [removed: 50.1] [added: 54.5] | | % | | | | [removed: 1,144,750] [added: 1,546,520] | | | | | | [removed: 42.9] [added: 50.1] | | % |

| Selling and marketing | | | | | | [removed: 444,985] [added: 516,429] | | | | | | [removed: 13.2] [added: 14.7] | | % | | | | [removed: 458,424] [added: 444,985] | | | | | | [removed: 14.8] [added: 13.2] | | % | | | | [removed: 391,400] [added: 458,424] | | | | | | [removed: 14.7] [added: 14.8] | | % |

| General and administrative | | | | | | [removed: 390,683] [added: 510,855] | | | | | | [removed: 11.6] [added: 14.6] | | % | | | | [removed: 318,235] [added: 390,683] | | | | | | [removed: 10.3] [added: 11.6] | | % | | | | [removed: 281,234] [added: 318,235] | | | | | | [removed: 10.5] [added: 10.3] | | % |

| Research and development | | | | | | [removed: 317,311] [added: 406,566] | | | | | | [removed: 9.4] [added: 11.6] | | % | | | | [removed: 296,398] [added: 317,311] | | | | | | [removed: 9.6] [added: 9.4] | | % | | | | [removed: 230,170] [added: 296,398] | | | | | | [removed: 8.6] [added: 9.6] | | % |

| Depreciation and amortization | | | | | | [removed: 55,596] [added: 61,105] | | | | | | [removed: 1.6] [added: 1.7] | | % | | | | [removed: 48,113] [added: 55,596] | | | | | | 1.6 | | % | | | | [removed: 40,232] [added: 48,113] | | | | | | [removed: 1.5] [added: 1.6] | | % |

| Business reorganization | | | | | | [removed: (272)] [added: 849] | | | | | | — | | % | | | | [removed: 83] [added: (272)] | | | | | | — | | % | | | | [removed: (4,958)] [added: 83] | | | | | | [removed: (0.2)] [added: —] | | % |

| Total operating expenses | | | | | | [removed: 1,208,303] [added: 1,495,804] | | | | | | [removed: 35.8] [added: 42.7] | | % | | | | [removed: 1,121,253] [added: 1,208,303] | | | | | | [removed: 36.3] [added: 35.8] | | % | | | | [removed: 938,078] [added: 1,121,253] | | | | | | [removed: 35.2] [added: 36.3] | | % |

| Income from operations | | | | | | [removed: 629,384] [added: 473,595] | | | | | | [removed: 18.7] [added: 13.5] | | % | | | | [removed: 425,267] [added: 629,384] | | | | | | [removed: 13.8] [added: 18.7] | | % | | | | [removed: 206,672] [added: 425,267] | | | | | | [removed: 7.7] [added: 13.8] | | % |

Recent Developments

*Pending Acquisition.* On January 9, 2022, we entered into a definitive merger agreement to acquire Zynga Inc. ("Zynga"), a leading developer of mobile games.

Under the terms and subject to the conditions of the merger agreement, Zynga stockholders will receive $3.50 in cash and a number of shares of our common stock equal to the exchange ratio for each share of Zynga common stock outstanding at the closing.

The transaction is valued at $9.86 per share of Zynga common stock based on the market closing as of January 7, 2022, implying an enterprise value of $12.7 billion.

The transaction includes a collar mechanism on the equity consideration, so that if the volume weighted average price ("VWAP") of Take-Two common stock on the Nasdaq Global Select Market for the consecutive period beginning at 9:30 a.m.

New York time on the twenty-third trading day immediately preceding the closing date of the transaction and concluding at 4:00 p.m.

New York time on the third trading day preceding such closing date is in a range from $156.50 to $181.88, the exchange ratio would be adjusted to deliver total consideration of $9.86 per Zynga share.

If the VWAP of our common stock for the period noted in the prior sentence exceeds the higher end of that range the exchange ratio would be 0.0350 per share, and, if the VWAP is below the lower end of that range, the exchange ratio would be 0.0406 per share.

The transaction, which is currently anticipated to close on Monday May 23, 2022, is subject to approval by Take-Two and Zynga stockholders and the satisfaction of the other customary closing conditions.

In connection with the transaction, on April 14, 2022, we completed our offering and sale of $2.7 billion aggregate principal amount of our senior notes, consisting of $1.0 billion principal amount of our 3.300% Senior Notes due 2024 (the “2024 Notes”), $600 million principal amount of our 3.550% Senior Notes due 2025 (the “2025 Notes”), $600 million principal amount of our 3.700% Senior Notes due 2027 (the “2027 Notes”) and $500 million principal amount of our 4.000% Senior Notes due 2032 (the “2032 Notes” and, together with the 2024 Notes, the 2025 Notes and the 2027 Notes, the “Notes”).The Notes were issued under an indenture between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

The Notes are the Company’s senior unsecured obligations and rank equally with all of our other existing and future unsubordinated obligations.

The 2024 Notes mature on March 28, 2024 and bear interest at an annual rate of 3.300%.

The 2025 Notes mature on April 14, 2025 and bear interest at an annual rate of 3.550%.

The 2027 Notes mature on April 14, 2027 and bear interest at an annual rate of 3.700%.

The 2032 Notes mature on April 14, 2032 and bear interest at an annual rate of 4.000%.

We will pay interest on the 2024 Notes semiannually on March 28 and September 28 of each year, commencing September 28, 2022.

We will pay interest on each of the 2025 Notes, 2027 Notes and 2032 Notes semi-annually on April 14 and October 14 of each year, commencing October 14, 2022.

As

expected, during fiscal year 2022, we experienced a moderation in engagement from the all-time highs experienced in fiscal year 2021, but overall engagement continued to be notably higher than it was pre-pandemic.

The majority of our offices either have reopened or are scheduled to reopen in the coming months.

Given the evolving dynamics of the COVID-19 pandemic, we continue to adhere to safety standards in the planning and implementation of our return to office.

To date, our plans have resulted in minimal disruption.

To date we have announced that, during fiscal year 2023, 2K will release *The Quarry,* *Marvel's Midnight Suns, NBA 2K23*, *WWE 2K23*, and *PGA TOUR 2K23*, and Private Division will release *Kerbal Space Program 2*.

We acquired Nordeus Limited ("Nordeus") on June 1, 2021, for initial consideration having an acquisition date fair value of $289.8 million, consisting of $132.9 million in cash, the issuance of 0.5 million shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate of $153.0 million in cash if Nordeus achieves certain performance measures over the 12- and 24-month periods following the closing (refer to [Note 22 - Acquisitions](#i5eb7319ae71743c2ad7826a0ce88602b_184)).

Founded in 2010, Nordeus is a free-to-play mobile game company based in Belgrade, Serbia, best known for *Top Eleven*.

Our operating income for the fiscal year ended March 31, 2022 decreased compared to the operating income for fiscal year ended March 31, 2021, due to (i) higher operating expenses for personnel and marketing and (ii) increases in the fair value of the contingent earn-out liability related to our June 2021 acquisition of Nordeus.

| Net Bookings | | | $ | 3,408,184 | | | | | $ | 3,552,598 | | | | | $ | (144,414) | | | | | (4.1) | | % |

These

decreases were partially offset by an increase in Net Bookings from *Top Eleven*, which was part of our Nordeus acquisition in June 2021; *Tiny Tina’s Wonderlands*, which released in March 2022; *Two Dots*, which was part of our Playdots acquisition in September 2020; and our *WWE 2K* franchise, including *WWE 2K22*, which released in March 2022.

| PC and other | | | | | | 572,506 | | | | | | 16.3 | | % | | | | 581,702 | | | | | | 17.2 | | % | | | | 594,619 | | | | | | 19.2 | | % |

| Mobile | | | | | | 403,437 | | | | | | 11.5 | | % | | | | 274,077 | | | | | | 8.1 | | % | | | | 185,749 | | | | | | 6.0 | | % |

| Digital online | | | | | | $ | 3,148,957 | | | | | 89.8 | | % | | | | $ | 2,972,403 | | | | | 88.1 | | % | | | | $ | 2,405,097 | | | | | 77.9 | | % |

| Physical retail and other | | | | | | 355,843 | | | | | | 10.2 | | % | | | | 400,369 | | | | | | 11.9 | | % | | | | 683,873 | | | | | | 22.1 | | % |

| Recurrent consumer spending | | | | | | $ | 2,271,171 | | | | | 64.8 | | % | | | | $ | 2,151,952 | | | | | 63.8 | | % | | | | $ | 1,448,191 | | | | | 46.9 | | % |

| Full game and other | | | | | | 1,233,629 | | | | | | 35.2 | | % | | | | 1,220,820 | | | | | | 36.2 | | % | | | | 1,640,779 | | | | | | 53.1 | | % |

| Net revenue | | | | | | $ | 3,504,800 | | | | | 100.0 | | % | | | | $ | 3,372,772 | | | | | 100.0 | | % | | | | $ | 132,028 | | | | | 3.9 | | % |

| Internal royalties | | | | | | 619,902 | | | | | | 17.7 | | % | | | | 637,652 | | | | | | 18.9 | | % | | | | (17,750) | | | | | | (2.8) | | % |

| Licenses | | | | | | 254,203 | | | | | | 7.3 | | % | | | | 260,721 | | | | | | 7.7 | | % | | | | (6,518) | | | | | | (2.5) | | % |

| Product costs | | | | | | 243,865 | | | | | | 7.0 | | % | | | | 239,915 | | | | | | 7.1 | | % | | | | 3,950 | | | | | | 1.6 | | % |

| Gross profit | | | | | | $ | 1,969,399 | | | | | 56.2 | | % | | | | $ | 1,837,687 | | | | | 54.5 | | % | | | | $ | 131,712 | | | | | 7.2 | | % |

However, we cannot be certain as to the duration of these effects, the impact of vaccination efforts or of the lifting of certain restrictions on them, and the potential offsetting impacts of deteriorating economic conditions and decreased consumer spending generally.

We expect that engagement trends will continue to be notably higher than they were pre-pandemic; however, as the return to normalcy continues, we expect a moderation of the trends that benefited our industry over the past year.

March 31, 2021.

During fiscal year 2021, we released new content for a number of our biggest franchises, including, but not limited to *Grand Theft Auto Online, Red Dead Online, Borderlands,* and *Sid Meier’s Civilization*.

Our 2K label also released *NBA 2K21* and *PGA TOUR 2K21*.

Our operating income for the fiscal year ended March 31, 2021 increased compared to the operating income for fiscal year ended March 31, 2020, due primarily to higher Gross profit, which was due primarily to higher revenue from the titles described above, lower capitalized software amortization as a percentage of net revenue, and lower internal royalties as a percentage of net revenue, partially offset by higher Operating expenses primarily due to higher headcount.

| Net Bookings | | | $ | 3,552,598 | | | | | $ | 2,990,358 | | | | | $ | 562,240 | | | | | 18.8 | | % |

| PC and other | | | | | | 855,779 | | | | | | 25.4 | | % | | | | 780,368 | | | | | | 25.3 | | % | | | | 434,533 | | | | | | 16.3 | | % |

| Digital online | | | | | | $ | 2,919,292 | | | | | 86.6 | | % | | | | $ | 2,378,563 | | | | | 77.0 | | % | | | | 1,681,609 | | | | | | 63.0 | | % |

| Physical retail and other | | | | | | 453,480 | | | | | | 13.4 | | % | | | | 710,407 | | | | | | 23.0 | | % | | | | 986,785 | | | | | | 37.0 | | % |

| Recurrent consumer spending | | | | | | $ | 2,074,687 | | | | | 61.5 | | % | | | | 1,384,999 | | | | | | 44.8 | | % | | | | 1,070,916 | | | | | | 40.1 | | % |

| Full game and other | | | | | | 1,298,085 | | | | | | 38.5 | | % | | | | $ | 1,703,971 | | | | | 55.2 | | % | | | | $ | 1,597,478 | | | | | 59.9 | | % |

| Net revenue | | | | | | $ | 3,372,772 | | | | | 100.0 | | % | | | | $ | 3,088,970 | | | | | 100.0 | | % | | | | $ | 283,802 | | | | | 9.2 | | % |

| Internal royalties | | | | | | 637,652 | | | | | | 18.9 | | % | | | | 483,697 | | | | | | 15.7 | | % | | | | 153,955 | | | | | | 31.8 | | % |

| Licenses | | | | | | 260,721 | | | | | | 7.7 | | % | | | | 170,408 | | | | | | 5.5 | | % | | | | 90,313 | | | | | | 53.0 | | % |

| Product costs | | | | | | 239,915 | | | | | | 7.1 | | % | | | | 277,147 | | | | | | 9.0 | | % | | | | (37,232) | | | | | | (13.4) | | % |

| Gross profit | | | | | | $ | 1,837,687 | | | | | 54.5 | | % | | | | $ | 1,546,520 | | | | | 50.1 | | % | | | | $ | 291,167 | | | | | 18.8 | | % |

The increase was due primarily to an increase in net revenue of (i) $378.6 million from our *NBA 2K* franchise*,* (ii) $267.4 million from *Grand Theft Auto Online* and *Grand Theft Auto V,* (iii) $75.5 million from our *Mafia* franchise, (iv) $65.0 million from *PGA TOUR 2K21,* which released in August 2020, (vi) $24.1 million from *Dragon City,* and (vii) $20.5 million from *Two Dots,* which was part of our Playdots.

acquisition completed in September 2020*.* These increases were offset by a decrease in net revenue of (i) $226.4 million from *Borderlands 3,* which released in September 2019, (ii) $217.8 million from *Red Dead Redemption 2,* which released on PC in November 2019, and (iii) $124.7 million from *The Outer Worlds,* which released in October 2019.

*Civilization VI,* *Dragon City* and *Two Dots*.

The percentage increase was due primarily to lower capitalized software amortization as a percentage of net revenue based on the timing of releases and a reversal of stock-based compensation expense as a result of forfeited awards (see [N](#id55210c8f40244b886767e1bec81de64_163)[ote 17](#id55210c8f40244b886767e1bec81de64_163) [- Stock](#id55210c8f40244b886767e1bec81de64_163)[\-B](#id55210c8f40244b886767e1bec81de64_163)[ased](#id55210c8f40244b886767e1bec81de64_163) [Compensation](#id55210c8f40244b886767e1bec81de64_163)), partially offset by higher internal royalties as a percentage of net revenue due to the timing of when royalties are earned, and product mix.

| General and administrative | | | | | | 390,683 | | | | | | 11.6 | | % | | | | 318,235 | | | | | | 10.3 | | % | | | | 72,448 | | | | | | 22.8 | | % |

| Research and development | | | | | | 317,311 | | | | | | 9.4 | | % | | | | 296,398 | | | | | | 9.6 | | % | | | | 20,913 | | | | | | 7.1 | | % |

| Business reorganization | | | | | | (272) | | | | | | — | | % | | | | 83 | | | | | | — | | % | | | | (355) | | | | | | (427.7) | | % |

| Total operating expenses | | | | | | $ | 1,208,303 | | | | | 35.8 | | % | | | | $ | 1,121,253 | | | | | 36.3 | | % | | | | $ | 87,050 | | | | | 7.8 | | % |

Selling and marketing expenses decreased by $13.4 million in the fiscal year ended March 31, 2021 as compared to the prior year, due primarily to $49.1 million in lower overall marketing expenses due primarily to less spend on *Borderlands 3* and *Red Dead Redemption 2*, partially offset by marketing expenses for *Two Dots* with no comparable costs in the prior year period.

The net decrease was partially offset by an increase in personnel expenses, primarily due to increased headcount.

| Interest income | | | | | | $ | 18,701 | | | | | 0.6 | | % | | | | $ | 47,341 | | | | | 1.5 | | % | | | | $ | (28,640) | | | | | (60.5) | | % |

| Interest expense | | | | | | (6,207) | | | | | | (0.2) | | % | | | | (2,637) | | | | | | (0.1) | | % | | | | (3,570) | | | | | | 135.4 | | % |

| Other | | | | | | (4,425) | | | | | | (0.1) | | % | | | | (2,610) | | | | | | (0.1) | | % | | | | (1,815) | | | | | | 69.5 | | % |

The decrease was due primarily to a $28.6 million decrease in interest income due to lower interest rates.

These benefits were partially offset by tax expense of $19.8 million from the reversal of net deferred tax benefits relating to the Altera case.

Since we recognize excess tax benefits on a discrete basis, we anticipate that our effective tax rate will vary from quarter to quarter depending on our stock price in each period.

ARPA includes several revenue-raising and business provisions.

One such provision that impacts the Company is the expansion of the limitation of compensation deductions for certain covered employees of publicly held corporations.

The Tax Cuts and Jobs Act, as enacted in December 2017, includes a number of provisions, which generally establish a territorial-style system for taxing foreign income of domestic multinational corporations.

Our current intention is to reinvest indefinitely the earnings of our foreign subsidiaries, and, therefore, we have not recorded any material tax liabilities associated with the repatriation of foreign earnings.

commissions as part of the program.

Since short-term investments mature relatively quickly and can be reinvested at the [removed: then current] [added: then-current] market rates, interest income on a portfolio consisting of short-term securities is more subject to market fluctuations than a portfolio of longer-term maturities.

As of March 31, [removed: 2021,] [added: 2022,] we had [removed: $1,308.7] [added: $820.1] million of short-term investments, which included [removed: $729.9] [added: $688.3] million of available-for-sale securities.

We also had [removed: $1,422.9] [added: $1,732.0] million of cash and cash equivalents that are comprised primarily of money market [removed: 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: 2021.][added: 2022.]

Under our Credit Agreement, loans will bear interest at [removed: a rate] [added: our election] of (a) 0.250% to 0.750% above a certain base rate [removed: (3.25%] [added: (3.50%] at March 31, [removed: 2021)] [added: 2022)] or (b) 1.125% to 1.750% above [added: the] LIBOR (approximately [removed: 1.10%] [added: 0.45%] at March 31, [removed: 2021), which rates are determined by reference] [added: 2022), with the margin rate subject] to [removed: our consolidated total net leverage ratio.][added: the achievement of certain average liquidity levels.]

At March 31, [removed: 2021,] [added: 2022,] there were no outstanding borrowings under our Credit Agreement.

Accounts relating to foreign operations are translated into [removed: United States] [added: U.S.] dollars using prevailing exchange rates at the relevant period end.

For the fiscal years ended March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our foreign currency translation adjustment was a [removed: gain] [added: loss] of [removed: $51.3] [added: $43.6] million and a [removed: loss] [added: gain] of [removed: $27.4] [added: $51.3] million, respectively.

We recognized a foreign currency exchange transaction [removed: gain] [added: loss] of [removed: $0.7] [added: $7.3] million, a [removed: loss] [added: gain] of [removed: $3.6] [added: $0.7] million, and a loss of [removed: $0.5] [added: $3.6] million for the fiscal years ended March 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively, in Interest and other, net in our Consolidated Statements of Operations.

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

At March 31, [removed: 2020,] [added: 2022,] we had [removed: $52.6] [added: $75.8] million of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $122.0] [added: $132.8] 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: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we recorded a [removed: loss] [added: gain] of [removed: $3.6] [added: $5.9] million, a loss of [removed: $1.0] [added: $3.6] million, and a [removed: gain] [added: loss] of [removed: $16.8] [added: $1.0] million, respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

As of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the fair value of these outstanding forward contracts was a loss of [removed: $0.1] [added: $0.2] million and a loss [removed: $0.0] [added: $0.1] million, respectively, and is included in accrued and other current liabilities.

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

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 fluctuations, which may be more volatile as a result of [removed: COVID-19.][added: the COVID-19 pandemic.]

For the fiscal year ended March 31, [removed: 2021, 40.2%] [added: 2022, 40.1%] of our revenue was generated outside the United States.

In [removed: the opinion of management,] [added: our opinion,] a substantial portion of this fluctuation would be offset by cost of goods sold and operating expenses incurred in local currency.

funds and bank-time deposits.

commercial banks and that the risk of counterparty nonperformance is not material.

We develop and publish products principally through Rockstar Games, 2K, Private Division, [removed: Social Point,] and [removed: Playdots.][added: T2 Mobile Games.]

Our products are currently designed for console gaming systems, including, but not limited to, the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4") and PlayStation5 ("PS5"), Microsoft Corporation ("Microsoft") Xbox One® ("Xbox One") and Xbox Series X|S ("Xbox Series X|S"), and Nintendo's SwitchTM ("Switch"), as well as personal computers ("PC"), [removed: including] [added: and mobile, including,] smartphones and [removed: tablets.][added: tablets ("Mobile").]

We make all of our filings with the Securities and Exchange Commission ("SEC") available free of charge on our website under the caption "Financial Information—SEC Filings." Included in these filings are our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form [removed: 8-K] [added: 8-K,] and amendments to those reports, which are available as soon as reasonably practicable after we electronically file or furnish such materials with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

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

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

We have [removed: 5,079] [added: 6,042] employees working in game development in studios around the world, including some of the most well-known names in the business.

In addition, Private Division is dedicated to bringing titles from top independent developers to market, and [removed: Social Point and Playdots] [added: T2 Mobile Games] further [removed: enhance] [added: enhances] our development capabilities with a track record of producing multiple hits in the free-to-play mobile sector.

We support our teams by focusing on talent [removed: retention] [added: acquisition] and [removed: acquisition,] [added: retention,] and our label structure enables us to target distinct market segments and opportunities.

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

We [added: and our subsidiaries] currently own the intellectual property rights to [removed: 27] [added: 30] proprietary brands.

[removed: 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 labels and also includes coordination between our sales and marketing personnel before the launch of titles.

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

We provide a variety of [removed: digitally delivered] [added: digitally-delivered] products and offerings, which typically have a higher gross margin than [removed: physically delivered] [added: physically-delivered] products.

We also publish an expanding variety of titles for [removed: tablets and smartphones,] [added: Mobile,] which are delivered to consumers through digital download.

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

As of March 31, [removed: 2021,] [added: 2022,] we had a research and development staff of [removed: 5,079] [added: 6,042] employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

We believe that Rockstar Games has established a uniquely original, popular cultural phenomenon with its *Grand Theft Auto* series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 335] [added: 375] million units worldwide.

The latest installment, *Grand Theft Auto V*, has sold-in over [removed: 145] [added: 160] million units worldwide and includes access to *Grand Theft Auto Online*.

*Red* *Dead Redemption 2*, which has been a critical and commercial success that set numerous entertainment industry records, has sold-in more than [removed: 35] [added: 40] million units worldwide to date.

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

Rockstar Games continues to expand on our established [removed: franchises] [added: series] by developing sequels, offering downloadable episodes, and additional content.

[removed: In March 2020,] 2K [added: has] announced a multi-year partnership with the National Football League encompassing multiple future video games that will be non-simulation football game experiences.

Private Division. Our Private Division label is dedicated to bringing titles from the industry's leading creative talent to market and is the publisher and owner of [removed: Kerbal] [added: *Kerbal] Space [removed: Program.][added: Program* and *OlliOlli World*.]

Private Division also released *The Outer Worlds* and *Ancestors:* *The Humankind [removed: Odyssey*, based on new IP from renowned industry creative talent.][added: Odyssey*.]

*NBA 2K Online*, our free-to-play NBA simulation [removed: game,] [added: game] that is based on the console edition of [removed: NBA 2K,] [added: *NBA 2K*,] which was co-developed by 2K and Tencent, is the top online PC sports game in China with over [removed: 52] [added: 56] million registered users.

We have expanded our relationship with the NBA through the [removed: NBA] [added: *NBA] 2K [removed: League.][added: League*.]

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

Our business is highly dependent on the creation, acquisition, [removed: licensing] [added: licensing,] and protection of intellectual property.

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

We attempt to protect our software and production techniques under copyright, patent, [removed: trademark] [added: trademark,] and trade secret laws as well as through contractual restrictions on disclosure, [removed: copying] [added: copying,] and distribution.

The term of the agreement, as amended, expires on March 31, [removed: 2022,] [added: 2023,] with automatic one-year renewal terms thereafter (unless one party gives the other notice of termination).

The term of Xbox 360 Agreement expires on [removed: May] [added: March] 31, [removed: 2022,] [added: 2023,] and the term of the Xbox Next Gen Agreement expires on March 31, 2023, each with automatic one-year renewal terms thereafter (unless one party gives the other advance notice of non-renewal).

These Xbox Agreements may be terminated by Microsoft immediately in the event of a breach by us, and the Xbox Next Gen Agreement may also be terminated by Microsoft [added: immediately in the event of our bankruptcy or insolvency.]

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2021] [added: 2022,] accounted for [removed: 78.4%] [added: 79.0%] of our net revenue, with Sony and Microsoft each accounting for more than 10.0% of our net revenue during the fiscal year ended March 31, [removed: 2021.][added: 2022.]

We believe that we label and market our products in accordance with the applicable principles and guidelines of the Entertainment Software Rating Board, [removed: or the ESRB,] [added: ("ESRB"),] an independent self-regulatory body that assigns ratings and enforces advertising guidelines for the interactive software industry.

As of March 31, [removed: 2021,] [added: 2022,] we had a sales and marketing staff of [removed: 651] [added: 811] people.

Examples of our competitors include Activision Blizzard, Inc., Electronic Arts Inc., [removed: and] Ubisoft Entertainment [removed: S.A.][added: S.A., and Embracer Group AB.]

For the fiscal years ended March 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we earned [removed: 40.2%, 42.5%] [added: 40.1%, 40.2%] and [removed: 46.5%,] [added: 42.5%,] respectively, of our net revenue outside the United States.

We are subject to risks inherent in foreign trade, including increased credit risks, tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays and international political, [removed: regulatory] [added: regulatory,] and economic developments, all of which can have a significant effect on our operating results.

See [Notes [removed: 1](#id55210c8f40244b886767e1bec81de64_112)] [added: 1](#i5eb7319ae71743c2ad7826a0ce88602b_121)] and [removed: [2](#id55210c8f40244b886767e1bec81de64_115)] [added: [2](#i5eb7319ae71743c2ad7826a0ce88602b_124)] to our Consolidated Financial Statements.

Recent Developments

*Pending Acquisition.* On January 9, 2022, we entered into a definitive merger agreement to acquire Zynga Inc. ("Zynga"), a leading developer of mobile games.

Under the terms and subject to the conditions of the merger agreement, Zynga stockholders will receive $3.50 in cash and a number of shares of our common stock equal to the exchange ratio for each share of Zynga common stock outstanding at the closing.

The transaction is valued at $9.86 per share of Zynga common stock based on the market closing as of January 7, 2022, implying an enterprise value of $12.7 billion.

The transaction includes a collar mechanism on the equity consideration, so that if the volume weighted average price ("VWAP") of Take-Two common stock on the Nasdaq Global Select Market for the consecutive period beginning at 9:30 a.m.

New York time on the twenty-third trading day immediately preceding the closing date of the transaction and concluding at 4:00 p.m.

New York time on the third trading day preceding such closing date is in a range from $156.50 to $181.88, the exchange ratio would be adjusted to deliver total consideration of $9.86 per Zynga share.

If the VWAP of our common stock for the period noted in the prior sentence exceeds the higher end of that range the exchange ratio would be 0.0350 per share, and, if the VWAP is below the lower end of that range, the exchange ratio would be 0.0406 per share.

The transaction, which is currently anticipated to close on Monday, May 23, 2022, is subject to approval by Take-Two and Zynga stockholders and the satisfaction of the other customary closing conditions.

In connection with the transaction, on April 14, 2022, we completed our offering and sale of $2.7 billion aggregate principal amount of our senior notes, consisting of $1.0 billion principal amount of our 3.300% Senior Notes due 2024 (the “2024 Notes”), $600 million principal amount of our 3.550% Senior Notes due 2025 (the “2025 Notes”), $600 million principal amount of our 3.700% Senior Notes due 2027 (the “2027 Notes”) and $500 million principal amount of our 4.000% Senior Notes due 2032 (the “2032 Notes” and, together with the 2024 Notes, the 2025 Notes and the 2027 Notes, the “Notes”).The Notes were issued under an indenture between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

The Notes are the Company’s senior unsecured obligations and rank equally with all of our other existing and future unsubordinated obligations.

The 2024 Notes mature on March 28, 2024 and bear interest at an annual rate of 3.300%.

The 2025

Notes mature on April 14, 2025 and bear interest at an annual rate of 3.550%.

The 2027 Notes mature on April 14, 2027 and bear interest at an annual rate of 3.700%.

The 2032 Notes mature on April 14, 2032 and bear interest at an annual rate of 4.000%.

We will pay interest on the 2024 Notes semiannually on March 28 and September 28 of each year, commencing September 28, 2022.

We will pay interest on each of the 2025 Notes, 2027 Notes and 2032 Notes semi-annually on April 14 and October 14 of each year, commencing October 14, 2022.

Our product investment review process

Rockstar Games confirmed that active development for the next entry in the *Grand Theft Auto* franchise is well underway with more details to be shared over time.

genres, including the *LA Noire*, *Bully,* and *Manhunt* games.

Rockstar Game's titles are published across all key platforms, including Mobile.

2K also publishes mobile titles, such as *WWE SuperCard*.

T2 Mobile Games T2 Mobile Games includes Socialpoint, Playdots, and Nordeus, which publish popular free-to-play mobile games that deliver high quality, deeply engaging entertainment experiences and generates revenue from in-game sales and in-game advertising.

T2 Mobile Games' titles include *Dragon City*, *Monster Legends*, *Two Dots*, and *Top Eleven*.

On June 1, 2021, we acquired Nordeus Limited ("Nordeus"), for consideration having an acquisition date fair value of $289.8 million, consisting of $132.9 million in cash and the issuance of 0.5 million shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate of $153.0 million in cash if Nordeus achieves certain performance measures over the 12- and 24- month periods following the closing (see [Note 22 - Acquisitions](#i5eb7319ae71743c2ad7826a0ce88602b_184) of our Consolidated Financial Statements).

Founded in 2010, Nordeus is a mobile games company based in Belgrade, Serbia, best known for *Top Eleven,* which has over 240 million registered users.

The *NBA 2K League* is currently in its fifth season.

In addition, we were included on Fortune’s Great Places to Work list for the past three years and were recently honored by Gay Gaming Professionals in 2021 as a DEI&B leader in the interactive entertainment industry.

We seek to link compensation (including annual changes in compensation)

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

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

Playdots. On September 4, 2020, we acquired privately held Playdots, Inc. ("Playdots") for consideration having an acquisition date fair value of $195.5 million, consisting of $97.8 million in cash and the issuance of 0.6 million shares of our common stock.

(See [Note](#id55210c8f40244b886767e1bec81de64_1750) [22](#id55210c8f40244b886767e1bec81de64_1750) [](#id55210c8f40244b886767e1bec81de64_1750)[\- Acquisitions](#id55210c8f40244b886767e1bec81de64_1750) of our Consolidated Financial Statements.) Founded in 2013 and based in New York, New York, Playdots builds mobile games with unique and thoughtful designs.

Playdots is best known for *Two Dots*, which has been downloaded over 80 million times since its launch six years ago and continues to deeply engage audiences throughout the world.

The NBA 2K League's fourth season is set to take place in calendar year 2021.

immediately in the event of our bankruptcy or insolvency.

targeting both hard skills development and career progression as well as programs in leadership development and employee round tables.

Refer to [Note [removed: 15](#id55210c8f40244b886767e1bec81de64_157) [](#id55210c8f40244b886767e1bec81de64_157)[\- Commit](#id55210c8f40244b886767e1bec81de64_157)[ments] [added: 15 - Commitments] and [removed: Contingen](#id55210c8f40244b886767e1bec81de64_157)[c](#id55210c8f40244b886767e1bec81de64_157)[ies](#id55210c8f40244b886767e1bec81de64_157)] [added: Contingencies](#i5eb7319ae71743c2ad7826a0ce88602b_163)] to our Consolidated Financial Statements for disclosures regarding our legal proceedings.

| | | | For the fiscal year ended March 31, [removed: 2021] [added: 2022] | | |

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: $13,938,279,654.][added: $17,527,063,287.]

As of May 5, [removed: 2021,] [added: 2022,] there were [removed: 115,656,093] [added: 115,808,814] shares of the Registrant's Common Stock outstanding, net of treasury stock.

Portions of the registrant's definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders

| [Item [removed: 1](#id55210c8f40244b886767e1bec81de64_16).] [added: 1](#i5eb7319ae71743c2ad7826a0ce88602b_16).] | | | [removed: [Business](#id55210c8f40244b886767e1bec81de64_16)] [added: [Business](#i5eb7319ae71743c2ad7826a0ce88602b_16)] | | | [removed: [1](#id55210c8f40244b886767e1bec81de64_16)] [added: [1](#i5eb7319ae71743c2ad7826a0ce88602b_16)] | | |

| [Item [removed: 1A.](#id55210c8f40244b886767e1bec81de64_19)] [added: 1A.](#i5eb7319ae71743c2ad7826a0ce88602b_19)] | | | [Risk [removed: Factors](#id55210c8f40244b886767e1bec81de64_19)] [added: Factors](#i5eb7319ae71743c2ad7826a0ce88602b_19)] | | | [removed: [7](#id55210c8f40244b886767e1bec81de64_19)] [added: [8](#i5eb7319ae71743c2ad7826a0ce88602b_19)] | | |

| [Item [removed: 1B.](#id55210c8f40244b886767e1bec81de64_22)] [added: 1B.](#i5eb7319ae71743c2ad7826a0ce88602b_22)] | | | [Unresolved Staff [removed: Comments](#id55210c8f40244b886767e1bec81de64_22)] [added: Comments](#i5eb7319ae71743c2ad7826a0ce88602b_22)] | | | [removed: [22](#id55210c8f40244b886767e1bec81de64_22)] [added: [27](#i5eb7319ae71743c2ad7826a0ce88602b_22)] | | |

| [Item [removed: 2.](#id55210c8f40244b886767e1bec81de64_25)] [added: 2.](#i5eb7319ae71743c2ad7826a0ce88602b_25)] | | | [removed: [Properties](#id55210c8f40244b886767e1bec81de64_25)] [added: [Properties](#i5eb7319ae71743c2ad7826a0ce88602b_25)] | | | [removed: [22](#id55210c8f40244b886767e1bec81de64_25)] [added: [27](#i5eb7319ae71743c2ad7826a0ce88602b_25)] | | |

| [Item [removed: 3.](#id55210c8f40244b886767e1bec81de64_28)] [added: 3.](#i5eb7319ae71743c2ad7826a0ce88602b_28)] | | | [Legal [removed: Proceedings](#id55210c8f40244b886767e1bec81de64_28)] [added: Proceedings](#i5eb7319ae71743c2ad7826a0ce88602b_28)] | | | [removed: [22](#id55210c8f40244b886767e1bec81de64_28)] [added: [27](#i5eb7319ae71743c2ad7826a0ce88602b_28)] | | |

| [Item [removed: 4.](#id55210c8f40244b886767e1bec81de64_31)] [added: 4.](#i5eb7319ae71743c2ad7826a0ce88602b_31)] | | | [Mine Safety [removed: Disclosures](#id55210c8f40244b886767e1bec81de64_31)] [added: Disclosures](#i5eb7319ae71743c2ad7826a0ce88602b_31)] | | | [removed: [22](#id55210c8f40244b886767e1bec81de64_31)] [added: [27](#i5eb7319ae71743c2ad7826a0ce88602b_31)] | | |

| [Item [removed: 5.](#id55210c8f40244b886767e1bec81de64_37)] [added: 5.](#i5eb7319ae71743c2ad7826a0ce88602b_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id55210c8f40244b886767e1bec81de64_37)] [added: Securities](#i5eb7319ae71743c2ad7826a0ce88602b_37)] | | | [removed: [23](#id55210c8f40244b886767e1bec81de64_37)] [added: [28](#i5eb7319ae71743c2ad7826a0ce88602b_37)] | | |

| [Item [removed: 6.](#id55210c8f40244b886767e1bec81de64_40)] [added: 6.](#i5eb7319ae71743c2ad7826a0ce88602b_40)] | | | [Selected Financial [removed: Data](#id55210c8f40244b886767e1bec81de64_40)] [added: Data](#i5eb7319ae71743c2ad7826a0ce88602b_40)] | | | [removed: [25](#id55210c8f40244b886767e1bec81de64_40)] [added: [30](#i5eb7319ae71743c2ad7826a0ce88602b_40)] | | |

| [Item [removed: 7.](#id55210c8f40244b886767e1bec81de64_43)] [added: 7.](#i5eb7319ae71743c2ad7826a0ce88602b_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id55210c8f40244b886767e1bec81de64_43)] [added: Operations](#i5eb7319ae71743c2ad7826a0ce88602b_46)] | | | [removed: [25](#id55210c8f40244b886767e1bec81de64_43)] [added: [30](#i5eb7319ae71743c2ad7826a0ce88602b_46)] | | |

| [Item [removed: 7A.](#id55210c8f40244b886767e1bec81de64_46)] [added: 7A.](#i5eb7319ae71743c2ad7826a0ce88602b_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id55210c8f40244b886767e1bec81de64_46)] [added: Risk](#i5eb7319ae71743c2ad7826a0ce88602b_55)] | | | [removed: [34](#id55210c8f40244b886767e1bec81de64_46)] [added: [40](#i5eb7319ae71743c2ad7826a0ce88602b_55)] | | |

| [Item [removed: 8.](#id55210c8f40244b886767e1bec81de64_49)] [added: 8.](#i5eb7319ae71743c2ad7826a0ce88602b_58)] | | | [Financial Statements and Supplementary [removed: Data](#id55210c8f40244b886767e1bec81de64_49)] [added: Data](#i5eb7319ae71743c2ad7826a0ce88602b_58)] | | | [removed: [35](#id55210c8f40244b886767e1bec81de64_49)] [added: [41](#i5eb7319ae71743c2ad7826a0ce88602b_58)] | | |

| [Item [removed: 9.](#id55210c8f40244b886767e1bec81de64_52)] [added: 9.](#i5eb7319ae71743c2ad7826a0ce88602b_61)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id55210c8f40244b886767e1bec81de64_52)] [added: Disclosure](#i5eb7319ae71743c2ad7826a0ce88602b_61)] | | | [removed: [35](#id55210c8f40244b886767e1bec81de64_52)] [added: [41](#i5eb7319ae71743c2ad7826a0ce88602b_61)] | | |

| [Item [removed: 9A.](#id55210c8f40244b886767e1bec81de64_55)] [added: 9A.](#i5eb7319ae71743c2ad7826a0ce88602b_64)] | | | [Controls and [removed: Procedures](#id55210c8f40244b886767e1bec81de64_55)] [added: Procedures](#i5eb7319ae71743c2ad7826a0ce88602b_64)] | | | [removed: [35](#id55210c8f40244b886767e1bec81de64_55)] [added: [42](#i5eb7319ae71743c2ad7826a0ce88602b_64)] | | |

| [Item [removed: 9B.](#id55210c8f40244b886767e1bec81de64_58)] [added: 9B.](#i5eb7319ae71743c2ad7826a0ce88602b_67)] | | | [Other [removed: Information](#id55210c8f40244b886767e1bec81de64_58)] [added: Information](#i5eb7319ae71743c2ad7826a0ce88602b_67)] | | | [removed: [36](#id55210c8f40244b886767e1bec81de64_58)] [added: [42](#i5eb7319ae71743c2ad7826a0ce88602b_67)] | | |

| [PART [removed: III](#id55210c8f40244b886767e1bec81de64_61)] [added: III](#i5eb7319ae71743c2ad7826a0ce88602b_70)] | | | | | | | | |

| [Item [removed: 10.](#id55210c8f40244b886767e1bec81de64_64)] [added: 10.](#i5eb7319ae71743c2ad7826a0ce88602b_73)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#id55210c8f40244b886767e1bec81de64_64)] [added: Governance](#i5eb7319ae71743c2ad7826a0ce88602b_73)] | | | [removed: [37](#id55210c8f40244b886767e1bec81de64_64)] [added: [43](#i5eb7319ae71743c2ad7826a0ce88602b_73)] | | |

| [Item [removed: 11.](#id55210c8f40244b886767e1bec81de64_67)] [added: 11.](#i5eb7319ae71743c2ad7826a0ce88602b_76)] | | | [Executive [removed: Compensation](#id55210c8f40244b886767e1bec81de64_67)] [added: Compensation](#i5eb7319ae71743c2ad7826a0ce88602b_76)] | | | [removed: [37](#id55210c8f40244b886767e1bec81de64_67)] [added: [43](#i5eb7319ae71743c2ad7826a0ce88602b_76)] | | |

| [Item [removed: 12.](#id55210c8f40244b886767e1bec81de64_70)] [added: 12.](#i5eb7319ae71743c2ad7826a0ce88602b_79)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id55210c8f40244b886767e1bec81de64_70)] [added: Matters](#i5eb7319ae71743c2ad7826a0ce88602b_79)] | | | [removed: [37](#id55210c8f40244b886767e1bec81de64_70)] [added: [43](#i5eb7319ae71743c2ad7826a0ce88602b_79)] | | |

| [Item [removed: 13.](#id55210c8f40244b886767e1bec81de64_73)] [added: 13.](#i5eb7319ae71743c2ad7826a0ce88602b_82)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id55210c8f40244b886767e1bec81de64_73)] [added: Independence](#i5eb7319ae71743c2ad7826a0ce88602b_82)] | | | [removed: [37](#id55210c8f40244b886767e1bec81de64_73)] [added: [43](#i5eb7319ae71743c2ad7826a0ce88602b_82)] | | |

| [Item [removed: 14.](#id55210c8f40244b886767e1bec81de64_76)] [added: 14.](#i5eb7319ae71743c2ad7826a0ce88602b_85)] | | | [Principal Accounting Fees and [removed: Services](#id55210c8f40244b886767e1bec81de64_76)] [added: Services](#i5eb7319ae71743c2ad7826a0ce88602b_85)] | | | [removed: [37](#id55210c8f40244b886767e1bec81de64_76)] [added: [43](#i5eb7319ae71743c2ad7826a0ce88602b_85)] | | |

| [Item [removed: 15.](#id55210c8f40244b886767e1bec81de64_82)] [added: 15.](#i5eb7319ae71743c2ad7826a0ce88602b_91)] | | | [Exhibits, Financial Statement [removed: Schedules](#id55210c8f40244b886767e1bec81de64_82)] [added: Schedules](#i5eb7319ae71743c2ad7826a0ce88602b_91)] | | | [removed: [38](#id55210c8f40244b886767e1bec81de64_82)] [added: [44](#i5eb7319ae71743c2ad7826a0ce88602b_91)] | | |

| [Item [removed: 16.](#id55210c8f40244b886767e1bec81de64_85)] [added: 16.](#i5eb7319ae71743c2ad7826a0ce88602b_94)] | | | [Form 10-K [removed: Summary](#id55210c8f40244b886767e1bec81de64_85)] [added: Summary](#i5eb7319ae71743c2ad7826a0ce88602b_94)] | | | [removed: [42](#id55210c8f40244b886767e1bec81de64_85)] [added: [48](#i5eb7319ae71743c2ad7826a0ce88602b_94)] | | |

| | | | [Index to Financial [removed: Statements](#id55210c8f40244b886767e1bec81de64_88)] [added: Statements](#i5eb7319ae71743c2ad7826a0ce88602b_97)] | | | [removed: [43](#id55210c8f40244b886767e1bec81de64_88)] [added: [49](#i5eb7319ae71743c2ad7826a0ce88602b_97)] | | |

*The statements contained [removed: herein] [added: herein,] which are not historical [removed: facts] [added: facts, including statements relating to our proposed acquisition of Zynga Inc. ("Zynga"),] are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," "should," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for Take-Two Interactive Software, Inc.'s ("Take-Two," the "Company," "we," "us," or similar pronouns) future business and financial performance.

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 [removed: customers;] [added: customers as] the [added: situation with the pandemic continues to evolve; 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; [added: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement for the Zynga acquisition; the inability to obtain our or Zynga's respective stockholder approval or the failure to satisfy other conditions to completion of the proposed acquisition, on a timely basis or at all; risks that the proposed acquisition disrupts each company’s current plans and operations; the diversion of the attention of the respective management teams of Take-Two and Zynga from their respective ongoing business operations; the ability of either Take-Two, Zynga or the combined company to retain key personnel; the ability to realize the benefits of the proposed acquisition, including Net Bookings opportunities and cost synergies; the ability to successfully integrate Zynga’s business with Take-Two’s business or to integrate the businesses within the anticipated timeframe; the outcome of any legal proceedings that may be instituted against Take-Two, Zynga or others related to the proposed acquisition; the amount of the costs, fees, expenses and charges related to the proposed acquisition; other risks included herein;] as well as, but not limited to, the risks and uncertainties discussed under the heading [removed: "Risk Factors"] [added: "[Risk Factors](http://www.sec.gov/ix?doc=/Archives/edgar/data/946581/000162828021010627/ttwo-20210331.htm#id55210c8f40244b886767e1bec81de64_19)"] included in Part I, Item 1A herein.

[removed: The Company undertakes] [added: We undertake] no obligation to update any forward-looking statement, whether as a result of new information, future [removed: events] [added: events,] or otherwise.*

| [PART I](#i5eb7319ae71743c2ad7826a0ce88602b_13) | | | | | | | | |

| [PART II](#i5eb7319ae71743c2ad7826a0ce88602b_34) | | | | | | | | |

| [PART IV](#i5eb7319ae71743c2ad7826a0ce88602b_88) | | | | | | | | |

| | | | [Signatures](#i5eb7319ae71743c2ad7826a0ce88602b_193) | | | [90](#i5eb7319ae71743c2ad7826a0ce88602b_193) | | |

| [PART I](#id55210c8f40244b886767e1bec81de64_13) | | | | | | | | |

| [PART II](#id55210c8f40244b886767e1bec81de64_34) | | | | | | | | |

| [PART IV](#id55210c8f40244b886767e1bec81de64_79) | | | | | | | | |

| | | | [Signatures](#id55210c8f40244b886767e1bec81de64_184) | | | [83](#id55210c8f40244b886767e1bec81de64_184) | | |

Our principal executive offices are located at 110 West 44th Street (also known as 1133 Avenue of the Americas), New York, New York, in approximately [removed: 76,000] [added: 117,100] square feet of space under a lease expiring in December [removed: 2032.][added: 2037.]

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

In addition, our other subsidiaries lease office space in Sydney and Pyrmont, Australia; Halifax, [removed: Lunenburg,] Oakville, [removed: Montreal and] [added: Montreal,] Parksville, [added: and Vancouver,] Canada; [removed: Chengdu] [added: Chengdu, Hong Kong,] and Shanghai, China; Brno and Prague, Czech Republic; [added: Cesson-Sévigné and] Paris, France; Munich, Germany; Budapest, Hungary; Bangalore, India; Dublin, Ireland; Tokyo, Japan; [removed: Mexico City, Mexico,] Breda, Netherlands; Auckland, New Zealand; [added: Belgrade, Serbia;] Singapore; Seoul, South Korea; [removed: Madrid and] Barcelona, [added: Madrid, and Valencia,] Spain; Luzerne, Switzerland; Taipei, Taiwan; Brighton, Dundee, London, Lincoln, Leeds, and Oxford, United Kingdom; and, in the United States: Agoura Hills, Carlsbad, Foothill Ranch, Petaluma, Moorpark, San Jose, and San [removed: Mateo] [added: Mateo,] California; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; Austin, Texas; and Kirkland and Seattle, Washington.

For information regarding our lease commitments, see [Note [removed: 14](#id55210c8f40244b886767e1bec81de64_154) [](#id55210c8f40244b886767e1bec81de64_154)[\- Leases](#id55210c8f40244b886767e1bec81de64_154)] [added: 14 - Leases](#i5eb7319ae71743c2ad7826a0ce88602b_160)] to our Consolidated Financial Statements.

Rockstar North, our wholly-owned subsidiary, leases 72,000 square feet of office space in Edinburgh, Scotland, which expires in June 2024.

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: 61] [added: 54] as of May [removed: 6, 2021.][added: 5, 2022.]

The following line graph compares, from March 31, [removed: 2016] [added: 2017] through March 31, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] in our common stock and in each of the following indices and assumes reinvestment of all cash dividends, if any, paid on such securities.

[removed: ][added: ]

* The graph and chart assume that $100 was invested on March 31, [removed: 2016] [added: 2017] in the applicable stock or index and that all dividends were reinvested.

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

*Share Repurchase Program*—Our Board of Directors has authorized the repurchase of up to [removed: 14,217,683] [added: 21,659,976] shares of our common stock.

During the fiscal years ended March 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] we repurchased [removed: 0,] [added: 1,260,447,] 0, and [removed: 3,715,642] [added: 0] shares of our common stock in the open market, respectively, for [removed: $0.0] [added: $200.0] million, $0.0 million, and [removed: $362.4] [added: $0.0] million, respectively, including commissions, as part of the program.

As of March 31, [removed: 2021,] [added: 2022,] we had repurchased a total of [removed: 10,399,529] [added: 11,659,976] shares of our common stock under the program, and [removed: 3,818,154] [added: 10,000,000] shares of our common stock remained available for repurchase under the share repurchase program.

*Summary Table*—The table below details the share repurchases that were made by us during the three months ended March 31, [removed: 2021:][added: 2022:]

March 2022

| Take-Two Interactive Software, Inc. | | | $ | 100.00 | | | | | $ | 164.97 | | | | | $ | 159.22 | | | | | $ | 200.12 | | | | | $ | 298.13 | | | | | $ | 259.39 | |

| NASDAQ Composite Index | | | 100.00 | | | | | | 120.76 | | | | | | 133.60 | | | | | | 134.52 | | | | | | 233.26 | | | | | | 252.05 | | |

| Peer Group | | | 100.00 | | | | | | 135.75 | | | | | | 101.36 | | | | | | 117.31 | | | | | | 174.69 | | | | | | 155.70 | | |

| January 1 - 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000 | | |

| February 1 - 28, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000 | | |

| March 1 - 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000 | | |

March 2021

| Take-Two Interactive Software, Inc. | | | $ | 100.00 | | | | | $ | 157.34 | | | | | $ | 259.57 | | | | | $ | 250.52 | | | | | $ | 314.87 | | | | | $ | 469.07 | |

| NASDAQ Composite Index | | | 100.00 | | | | | | 122.88 | | | | | | 148.39 | | | | | | 164.16 | | | | | | 165.30 | | | | | | 286.62 | | |

| Peer Group | | | 100.00 | | | | | | 142.46 | | | | | | 193.38 | | | | | | 144.40 | | | | | | 167.11 | | | | | | 248.86 | | |

| January 1 - 31, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,818 | | |

| February 1 - 28, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 3,818 | | |

| March 1 - 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 3,818 | | |

We provide details of our valuation and qualifying accounts in [removed: [Note](#id55210c8f40244b886767e1bec81de64_178) [2](#id55210c8f40244b886767e1bec81de64_178)[1](#id55210c8f40244b886767e1bec81de64_178) [-] [added: [Note 21 -] Supplementary Financial [removed: Information](#id55210c8f40244b886767e1bec81de64_178)] [added: Information](#i5eb7319ae71743c2ad7826a0ce88602b_181)] to our Consolidated Financial Statements.

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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.

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2021.][added: 2022.]

In accordance with SEC guidance, our management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Playdots,] [added: Nordeus,] which we acquired in [removed: September 2020] [added: June 2021] and is included in the March 31, [removed: 2021] [added: 2022] Consolidated Financial Statements and constituted [removed: 3.2%] [added: 5.6%] of consolidated total assets as of March 31, [removed: 2021.][added: 2022.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2021,] [added: 2022,] 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 are currently in the process of incorporating the internal controls and procedures of [removed: Playdots] [added: Nordeus] into our internal control over financial reporting for purposes of our assessment of and report on internal control over financial reporting for the fiscal year ending March 31, [removed: 2022.][added: 2023.]

On June 1, 2021, we acquired Nordeus.

On September 4, 2020, we acquired Playdots.

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: 2021.][added: 2022.]

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: 2021).][added: 2022).]

See Index to Financial Statements on page [removed: [44](#id55210c8f40244b886767e1bec81de64_88)] [added: [49](#i5eb7319ae71743c2ad7826a0ce88602b_97)] of this Report.

See [Note [removed: 2](#id55210c8f40244b886767e1bec81de64_178)[1](#id55210c8f40244b886767e1bec81de64_178) [](#id55210c8f40244b886767e1bec81de64_178)[\- Supplement](#id55210c8f40244b886767e1bec81de64_178)[ary F](#id55210c8f40244b886767e1bec81de64_178)[inancial Information](#id55210c8f40244b886767e1bec81de64_178)] [added: 21 - Supplementary Financial Information](#i5eb7319ae71743c2ad7826a0ce88602b_181)] to our Consolidated Financial Statements.

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

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of [removed: August 17, 2020,] [added: January 9, 2022,] by and among Take-Two Interactive Software, Inc., [removed: Dash MS, LLC, Dash] [added: Zebra] MS [added: I, Inc., Zebra MS] II, [removed: LLC, Playdots,] Inc. [removed: and Shareholder Representative Services LLC, as Stockholder Representative](http://www.sec.gov/Archives/edgar/data/0000946581/000119312520223616/d82273dex21.htm)] [added: an](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex21.htm)[d](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex21.htm) [Zynga Inc.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex21.htm) †] | | | | | | 8-K | | | | | | [removed: 8/18/2020] [added: 1/10/2022] | | | | | | 2.1 | | | | | | | | |

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

| 3.1.2 | | | | | | [Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, [removed: 2003](http://www.sec.gov/Archives/edgar/data/946581/000112528204000439/b330117ex3_1-2.txt)] [added: 2003](http://www.sec.gov/Archives/edgar/data/946581/000112528204000439/b330117ex3_1-3.txt)] | | | | | | 10-K | | | | | | 2/12/2004 | | | | | | 3.1.3 | | | | | | | | |

| 3.4 | | | | | | [removed: [Second] [added: [Take-Two Interactive Software, Inc.'s Third] Amended and Restated [removed: Bylaws of Take-Two Interactive Software, Inc., effective] [added: By-Laws,] as [removed: of June 20, 2019](http://www.sec.gov/Archives/edgar/data/946581/000110465919037421/a19-11896_18k.htm)] [added: adopted and effective on January 9, 2022](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex31.htm)] | | | | | | 8-K | | | | | | [removed: 6/25/2019] [added: 1/10/2022] | | | | | | 3.1 | | | | | | | | |

| 10.11 | | | | | | [Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000946581/000119312520198591/d940734ddef14a.htm#tx940734_33)] [added: Plan](http://www.sec.gov/Archives/edgar/data/0000946581/000119312520198591/d940734ddef14a.htm#tx940734_33)+] | | | | | | 14A | | | | | | [removed: 7/24/2020] [added: 7/27/2021] | | | | | | Annex B | | | | | | | | |

| 10.25 | | | | | | [Management Agreement, dated as of [removed: March 10, 2014,] [added: November 17, 2017,] by and between the Company and ZelnickMedia [removed: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465914018060/a14-7799_1ex10d1.htm)+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465917069999/a17-27361_1ex10d1.htm)+] | | | | | | 8-K | | | | | | [removed: 3/10/2014] [added: 11/22/2017] | | | | | | 10.1 | | | | | | | | |

| 10.26 | | | | | | [Restricted Unit Agreement, dated as of [removed: May 20, 2015,] [added: April 13, 2018,] by and between [removed: the Company] [added: Take-Two Interactive Software, Inc.] and ZelnickMedia [removed: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465915039690/a15-12266_2ex10d2.htm)+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465918023988/a18-9988_1ex10d2.htm)+] | | | | | | S-3 ASR | | | | | | [removed: 5/20/2015] [added: 4/13/2018] | | | | | | 10.2 | | | | | | | | |

| 10.27 | | | | | | [removed: [Amended and Restated Restricted] [added: [Restricted] Unit [removed: Agreement Pursuant to the] [added: Agreement, dated as of April 15, 2019, by and between] Take-Two Interactive Software, Inc. [removed: 2009 Incentive Stock Plan, dated as of June 30, 2015](http://www.sec.gov/Archives/edgar/data/946581/000104746915006749/a2225573zex-10_1.htm)+] [added: and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465919021367/a19-8263_1ex10d2.htm)+] | | | | | | [removed: 10-Q] [added: S-3 ASR] | | | | | | [removed: 8/10/2015] [added: 4/15/2019] | | | | | | [removed: 10.1] [added: 10.2] | | | | | | | | |

| 10.28 | | | | | | [removed: [Amendment to the Restricted Stock] [added: [Restricted] Unit [removed: Agreement,] [added: Agreement] dated as of [removed: March 31, 2016,] [added: April 13, 2020,] by and between Take-Two Interactive Software, Inc. and ZelnickMedia [removed: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000104746916013278/a2228643zex-10_50.htm)+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm) +] | | | | | | [removed: 10-K] [added: S-3 ASR] | | | | | | [removed: 5/19/2016] [added: 4/13/2020] | | | | | | [removed: 10.50] [added: 10.2] | | | | | | | | |

| 10.29 | | | | | | [Restricted Unit [removed: Agreement,] [added: Agreement] dated as of [removed: May 20, 2016,] [added: April 13, 2021,] by and between Take-Two Interactive Software, Inc. and ZelnickMedia [removed: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465916122193/a16-11783_2ex10d2.htm)+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000110465921049797/tm2112666d1_s3asr.htm) +] | | | | | | S-3 ASR | | | | | | [removed: 5/20/2016] [added: 4/13/2021] | | | | | | 10.2 | | | | | | | | |

| [removed: 10.31] [added: 10.30] | | | | | | [Restricted Unit [removed: Agreement,] [added: Agreement] dated as of [removed: May 25, 2017,] [added: April 13, 2022,] by and between Take-Two Interactive Software, Inc. and ZelnickMedia [removed: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465917035222/a17-14155_1ex10d2.htm)+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522104335/d313669dex102.htm) +] | | | | | | S-3 ASR | | | | | | [removed: 5/25/2017] [added: 4/13/2022] | | | | | | 10.2 | | | | | | | | |

| [removed: 10.33] [added: 10.39] | | | | | | [removed: [Management] [added: [Amendment to the Xbox 360 Publisher License] Agreement, dated [removed: as of November 17, 2017, by and] [added: September 30, 2014,] between [removed: the Company] [added: Microsoft Corporation] and [removed: ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465917069999/a17-27361_1ex10d1.htm)+] [added: the Company](http://www.sec.gov/Archives/edgar/data/946581/000104746914008670/a2221879zex-10_1.htm)*] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 11/22/2017] [added: 10/30/2014] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.34] [added: 10.31] | | | | | | [removed: [Restricted Unit] [added: [Management] Agreement, dated as of [removed: April 13, 2018,] [added: May 3, 2022,] by and between Take-Two Interactive Software, Inc. and ZelnickMedia [removed: Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465918023988/a18-9988_1ex10d2.htm)+] [added: Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522141376/d356480dex101.htm)] | | | | | | [removed: S-3 ASR] [added: 8-K] | | | | | | [removed: 4/13/2018] [added: 5/05/2022] | | | | | | [removed: 10.2] [added: 10.1] | | | | | | | | |

| [removed: 10.36] [added: 10.41] | | | | | | [removed: [Restricted Unit Agreement] [added: [Xbox Console Publisher License Agreement,] dated as of [removed: April 13,] [added: July 1,] 2020, by and between Take-Two Interactive Software, Inc. and [removed: ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm) +] [added: Microsoft Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000162828020015824/xboxagreement.htm)] | | | | | | [removed: S-3 ASR] [added: 10-Q] | | | | | | [removed: 4/13/2020] [added: 11/6/2020] | | | | | | [removed: 10.2] [added: 10.1] | | | | | | | | |

| [removed: 10.38] [added: 10.32] | | | | | | [Credit 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 agent](http://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-1035taketwocreditagreem.htm) | | | | | | 10-K | | | | | | 5/14/2019 | | | | | | 10.35 | | | | | | | | |

| [removed: 10.39] [added: 10.34] | | | | | | [Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company](http://www.sec.gov/Archives/edgar/data/946581/000104746911009224/a2206110zex-10_3.htm)* | | | | | | 10-Q | | | | | | 11/8/2011 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.40] [added: 10.35] | | | | | | [Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company](http://www.sec.gov/Archives/edgar/data/946581/000104746909006187/a2193344zex-10_1.htm)* | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.41] [added: 10.36] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP](http://www.sec.gov/Archives/edgar/data/946581/000104746912000587/a2207032zex-10_1.htm)* | | | | | | 10-Q | | | | | | 2/3/2012 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.42] [added: 10.37] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP](http://www.sec.gov/Archives/edgar/data/946581/000104746913000681/a2212680zex-10_2.htm)* | | | | | | 10-Q | | | | | | 2/6/2013 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.43] [added: 10.38] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP](http://www.sec.gov/Archives/edgar/data/946581/000104746914000555/a2218068zex-10_2.htm)* | | | | | | 10-Q | | | | | | 2/4/2014 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.44] [added: 10.40] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, [removed: dated September 30, 2014,] [added: signed on December 21, 2017,] between Microsoft Corporation and the [removed: Company](http://www.sec.gov/Archives/edgar/data/946581/000104746914008670/a2221879zex-10_1.htm)*] [added: Company](http://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x2.htm)*] | | | | | | 10-Q | | | | | | [removed: 10/30/2014] [added: 2/8/2018] | | | | | | [removed: 10.1] [added: 10.2] | | | | | | | | |

| [removed: 10.47] [added: 10.42] | | | | | | [PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.](http://www.sec.gov/Archives/edgar/data/946581/000162828017005833/ex10-48.htm)* | | | | | | 10-K | | | | | | 5/24/2017 | | | | | | 10.48 | | | | | | | | |

| [removed: 10.48] [added: 10.43] | | | | | | [PlayStation 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.](http://www.sec.gov/Archives/edgar/data/0000946581/000162828020015824/playstationagreement.htm) | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.49] [added: 10.44] | | | | | | [Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 2002](http://www.sec.gov/Archives/edgar/data/946581/000112528202002712/b320194ex_10-2.txt) | | | | | | 10-Q | | | | | | 9/16/2002 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.50] [added: 10.45] | | | | | | [Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc.](http://www.sec.gov/Archives/edgar/data/946581/000104746912006226/a2209413zex-10_45.htm) | | | | | | 10-K | | | | | | 5/23/2012 | | | | | | 10.45 | | | | | | | | |

| [removed: 10.51] [added: 10.46] | | | | | | [Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc.](http://www.sec.gov/Archives/edgar/data/946581/000104746914004898/a2220044zex-10_39.htm) | | | | | | 10-K | | | | | | 5/14/2014 | | | | | | 10.39 | | | | | | | | |

| [removed: 10.52] [added: 10.47] | | | | | | [Eighth Lease Modification Agreement, dated as of January 6, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc.](http://www.sec.gov/Archives/edgar/data/946581/000104746916013278/a2228643zex-10_47.htm) | | | | | | 10-K | | | | | | 5/19/2016 | | | | | | 10.47 | | | | | | | | |

| [removed: 10.53] [added: 10.48] | | | | | | [Ninth Lease Modification Agreement, dated as of December 15, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc.](http://www.sec.gov/Archives/edgar/data/946581/000104746916010014/a2227207zex-10_1.htm) | | | | | | 10-Q | | | | | | 2/4/2016 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.54] [added: 10.49] | | | | | | [Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 10036](http://www.sec.gov/Archives/edgar/data/946581/000104746917000578/a2230843zex-10_1.htm) | | | | | | 10-Q | | | | | | 2/8/2017 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.55] [added: 10.50] | | | | | | [First Amendment to Lease, dated as of July 25, 2018 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC](http://www.sec.gov/Archives/edgar/data/946581/000162828018013920/a093018ttwoex-10x1.htm) | | | | | | 10-Q | | | | | | 11/8/2018 | | | | | | 10.1 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/946581/000162828021010627/ex-21103312021.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/946581/000162828022014580/ex-21103312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/946581/000162828021010627/ex-23103312021.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/946581/000162828022014580/ex-23103312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828021010627/ex-31103312021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828022014580/ex-31103312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828021010627/ex-31203312021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828022014580/ex-31203312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828021010627/ex-32103312021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828022014580/ex-32103312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828021010627/ex-32203312021.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828022014580/ex-32203312022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

† Schedules [added: have been] omitted pursuant to [removed: item 601(b)(2)] [added: Item 601(a)(5)] of Regulation S-K.

| 1.1 | | | | | | [Underwriting Agreement, dated as of April 7, 2022, by and among Take-Two Interactive Software, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522104369/d345304dex11.htm) | | | | | | 8-K | | | | | | 4/13/2022 | | | | | | 1.1 | | | | | | | | |

| 2.2 | | | | | | [First Amendment to the Agreement and Plan of Merger, dated March 10, 2022, among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc. and Zynga Inc.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522073594/d420326dex22.htm) | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 2.2 | | | | | | | | |

| 2.3 | | | | | | [Second Amendment to the Agreement and Plan of Merger, dated as of May 4, 2022, by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc. and Zynga Inc.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522141376/d356480dex21.htm) | | | | | | 8-K | | | | | | 5/5/2022 | | | | | | 2.1 | | | | | | | | |

| 2.4 | | | | | | [Take-Two Interactive Software, Inc. Voting Agreement](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522073594/d420326ds4.htm#anxf1) | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 2.3 | | | | | | | | |

| 2.5 | | | | | | [Form of Zynga Inc. Voting Agreement signed by Zynga's executive officers and directors (other than Mark Pincus)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522073594/d420326ds4.htm#anxf2) | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 2.4 | | | | | | | | |

| 2.6 | | | | | | [Zynga Inc. Voting Agreement signed by Mark Pincus and certain of his respective affiliates](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522073594/d420326ds4.htm#anxf3) | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 2.5 | | | | | | | | |

| 4.2 | | | | | | [Base Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex41.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.1 | | | | | | | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.2 | | | | | | | | |

| 4.4 | | | | | | [Second Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.3 | | | | | | | | |

| 4.5 | | | | | | [Third Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.4 | | | | | | | | |

| 4.6 | | | | | | [Fourth Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.5 | | | | | | | | |

| 4.7 | | | | | | [Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)[2](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.6 | | | | | | | | |

| 4.8 | | | | | | [Form of Global Note representing 3.550% Senior Notes due 2025 (included as part of Exhibit 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)[3](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.7 | | | | | | | | |

| 4.9 | | | | | | [Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)[4](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.8 | | | | | | | | |

| 4.10 | | | | | | [Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)[5](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.9 | | | | | | | | |

| 10.33 | | | | | | [First Amendment to Credit Agreement and Incremental Amendment, dated as of June 28, 2021, by and among Take-Two Interactive Software, Inc., certain domestic subsidiaries of the Company, Goldman Sachs Bank USA, N.A. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/0000946581/000162828021015202/creditagreementamendment.htm) † | | | | | | 10-Q | | | | | | 8/3/2021 | | | | | | 10.3 | | | | | | | | |

| 10.51 | | | | | | [Second Amendment to Lease, dated as of August 31, 2021 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC](http://www.sec.gov/Archives/edgar/data/0000946581/000162828021021561/taketwosecondamendmenttole.htm) | | | | | | 10-Q | | | | | | 11/4/2021 | | | | | | 10.1 | | | | | | | | |

| 10.52 | | | | | | [Agreement for the Sale and Purchase of Shares in Nordeus Limited, dated as of June 1, 2021, by and among Take-Two Interactive Software, Inc., Nordeus Holding Limited and the guarantors named therein](http://www.sec.gov/Archives/edgar/data/0000946581/000162828021015202/nordeuspurchaseagreement.htm) † | | | | | | 10-Q | | | | | | 8/3/2021 | | | | | | 10.2 | | | | | | | | |

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

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

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

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

| 10.53 | | | | | | [Amended and Restated Commitment Letter, dated as of January 28, 2022 by and among JPMorgan Chase Bank, N.A., and Take-Two Interactive Software, Inc.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522073594/d420326dex991.htm) | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 99.1 | | | | | | | | |

A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

| 10.30 | | | | | | [Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of February 7, 2017](http://www.sec.gov/Archives/edgar/data/946581/000104746917000578/a2230843zex-10_3.htm)+ | | | | | | 10-Q | | | | | | 2/8/2017 | | | | | | 10.3 | | | | | | | | |

| 10.32 | | | | | | [Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of December 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x4.htm)+ | | | | | | 10-Q | | | | | | 2/8/2018 | | | | | | 10.4 | | | | | | | | |

| 10.35 | | | | | | [Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465919021367/a19-8263_1ex10d2.htm)+ | | | | | | S-3 ASR | | | | | | 4/15/2019 | | | | | | 10.2 | | | | | | | | |

| 10.37 | | | | | | [Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000110465921049797/tm2112666d1_s3asr.htm) + | | | | | | S-3 ASR | | | | | | 4/13/2021 | | | | | | 10.2 | | | | | | | | |

| 10.45 | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, signed on December 21, 2017, between Microsoft Corporation and the Company](http://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x2.htm)* | | | | | | 10-Q | | | | | | 2/8/2018 | | | | | | 10.2 | | | | | | | | |

| 10.46 | | | | | | [Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000162828020015824/xboxagreement.htm) | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.1 | | | | | | | | |

The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.

[removed: FISCAL YEAR ENDED MARCH] [added: | *Fiscal Year Ended March] 31, [removed: 2021][added: 2021* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#id55210c8f40244b886767e1bec81de64_91)] [added: Firm](#i5eb7319ae71743c2ad7826a0ce88602b_100) (Ernst & Young LLP, New York, New York, PCAOB ID 42)] | | | [removed: [44](#id55210c8f40244b886767e1bec81de64_91)] [added: [50](#i5eb7319ae71743c2ad7826a0ce88602b_100)] | | |

| [Consolidated Balance [removed: Sheets](#id55210c8f40244b886767e1bec81de64_94)—At] [added: Sheets](#i5eb7319ae71743c2ad7826a0ce88602b_103)—At] March 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [48](#id55210c8f40244b886767e1bec81de64_94)] [added: [54](#i5eb7319ae71743c2ad7826a0ce88602b_103)] | | |

| [Consolidated Statements of [removed: Operations](#id55210c8f40244b886767e1bec81de64_97)—For] [added: Operations](#i5eb7319ae71743c2ad7826a0ce88602b_106)—For] the fiscal years ended March 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [49](#id55210c8f40244b886767e1bec81de64_97)] [added: [55](#i5eb7319ae71743c2ad7826a0ce88602b_106)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id55210c8f40244b886767e1bec81de64_100)—For] [added: Income](#i5eb7319ae71743c2ad7826a0ce88602b_109)—For] the fiscal years ended March 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [50](#id55210c8f40244b886767e1bec81de64_100)] [added: [56](#i5eb7319ae71743c2ad7826a0ce88602b_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id55210c8f40244b886767e1bec81de64_103)—For] [added: Flows](#i5eb7319ae71743c2ad7826a0ce88602b_112)—For] the fiscal years ended March 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [51](#id55210c8f40244b886767e1bec81de64_103)] [added: [57](#i5eb7319ae71743c2ad7826a0ce88602b_112)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#id55210c8f40244b886767e1bec81de64_106)—For] [added: Equity](#i5eb7319ae71743c2ad7826a0ce88602b_115)—For] the fiscal years ended March 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [52](#id55210c8f40244b886767e1bec81de64_106)] [added: [58](#i5eb7319ae71743c2ad7826a0ce88602b_115)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#id55210c8f40244b886767e1bec81de64_109)] [added: Statements](#i5eb7319ae71743c2ad7826a0ce88602b_118)] | | | [removed: [53](#id55210c8f40244b886767e1bec81de64_109)] [added: [59](#i5eb7319ae71743c2ad7826a0ce88602b_118)] | | |

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May [removed: 18, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 1 to the consolidated financial statements, the Company capitalizes internally developed software costs, subsequent to establishing technological feasibility of a product. As noted in Note 8, the Company had approximately [removed: $435.1] [added: $658.5] million of capitalized internally developed software as of March 31, [removed: 2021.] [added: 2022.] Auditing the Company’s determination of the establishment of technological feasibility was especially challenging because management’s determination of which products qualify and the related timing of capitalization requires significant judgment. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the internally developed software costs process. For example, we tested [removed: controls] [added: the control] over management’s evaluation of products that established technological feasibility. To test the Company’s capitalization of internally developed software costs, we performed audit procedures that included, among others, inspecting underlying documentation to support management’s conclusion on the establishment of technological feasibility in accordance with the applicable accounting standards. This included inspecting the product’s technical and game design documentation. We also held corroborative inquiries of Company personnel in product development roles to assess the Company’s conclusions as to the technological feasibility of its products. | | |

We have audited Take-Two Interactive Software, Inc.'s (the Company) internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Playdots, Inc.,] [added: Nordeus Limited,] which is included in the March 31, [removed: 2021] [added: 2022] consolidated financial statements of the Company and constituted [removed: 3%] [added: 5.6%] of total assets as of March 31, [removed: 2021] [added: 2022] and [removed: 1%] [added: 1.5%] of [removed: revenues] [added: net revenue] for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Playdots, Inc.][added: Nordeus Limited.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated May [removed: 18, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

| | | | | | | March [removed: 31,] [added: 31, 2022] | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 1,422,884] [added: 1,732,047] | | | | | $ | [removed: 1,357,664] [added: 1,422,884] | |

| Short-term investments | | | | | | [removed: 1,308,692] [added: 820,060] | | | | | | [removed: 644,003] [added: 1,308,692] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 538,822] [added: 359,832] | | | | | | [removed: 546,604] [added: 538,822] | | |

| Accounts receivable, net of allowances of $350 and [removed: $443] [added: $350] at March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | | | | [removed: 552,762] [added: 579,433] | | | | | | [removed: 592,555] [added: 552,762] | | |

| Inventory | | | | | | [removed: 17,742] [added: 13,224] | | | | | | [removed: 19,108] [added: 17,742] | | |

| Software development costs and licenses | | | | | | [removed: 43,443] [added: 81,394] | | | | | | [removed: 40,316] [added: 43,443] | | |

| Deferred cost of goods sold | | | | | | [removed: 15,524] [added: 12,374] | | | | | | [removed: 19,598] [added: 15,524] | | |

| Prepaid expenses and other | | | | | | [removed: 320,646] [added: 272,724] | | | | | | [removed: 273,503] [added: 320,646] | | |

| Total current assets | | | | | | [removed: 4,220,515] [added: 3,871,088] | | | | | | [removed: 3,493,351] [added: 4,220,515] | | |

| Fixed assets, net | | | | | | [removed: 149,364] [added: 242,039] | | | | | | [removed: 131,888] [added: 149,364] | | |

| Right-of-use assets | | | | | | [removed: 164,763] [added: 217,206] | | | | | | [removed: 154,284] [added: 164,763] | | |

| Software development costs and licenses, net of current portion | | | | | | [removed: 490,892] [added: 755,888] | | | | | | [removed: 401,778] [added: 490,892] | | |

| Goodwill | | | | | | [removed: 535,306] [added: 674,554] | | | | | | [removed: 386,494] [added: 535,306] | | |

| Other intangibles, net | | | | | | [removed: 121,591] [added: 266,475] | | | | | | [removed: 51,260] [added: 121,591] | | |

| Deferred tax assets | | | | | | [removed: 90,206] [added: 73,801] | | | | | | [removed: 116,676] [added: 90,206] | | |

| Long-term restricted cash and cash equivalents | | | | | | [removed: 98,541] [added: 103,452] | | | | | | [removed: 89,124] [added: 98,541] | | |

| Other assets | | | | | | [removed: 157,040] [added: 341,716] | | | | | | [removed: 123,977] [added: 157,040] | | |

| Total assets | | | | | | $ | [removed: 6,028,218] [added: 6,546,219] | | | | | $ | [removed: 4,948,832] [added: 6,028,218] | |

| Accounts payable | | | | | | $ | [removed: 71,001] [added: 125,882] | | | | | $ | [removed: 65,684] [added: 71,001] | |

| Accrued expenses and other current liabilities | | | | | | [removed: 1,204,090] [added: 1,074,891] | | | | | | [removed: 1,169,884] [added: 1,204,090] | | |

May 16, 2022

May 16, 2022

| | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | $ | 418,022 | | | | | $ | 588,886 | | | | | $ | 404,459 | |

| Net income | | | | | | $ | 418,022 | | | | | $ | 588,886 | | | | | $ | 404,459 | |

| Noncash lease expense | | | | | | 34,511 | | | | | | 30,553 | | | | | | 21,037 | | |

| Amortization of debt issuance costs | | | | | | 6,525 | | | | | | — | | | | | | — | | |

| Other | | | | | | 822 | | | | | | — | | | | | | — | | |

| Cost of debt | | | | | | (12,150) | | | | | | — | | | | | | — | | |

| Other | | | | | | (234) | | | | | | — | | | | | | — | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 418,022 | | | | | | — | | | | | | 418,022 | | |

| Repurchased common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,260) | | | | | | (200,012) | | | | | | — | | | | | | — | | | | | | (200,012) | | |

| Issuance of shares related to Nordeus. acquisition | | | | | | 515 | | | | | | 5 | | | | | | 94,149 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,154 | | |

| Balance, March 31, 2022 | | | | | | 139,048 | | | | | | $ | 1,390 | | | | | $ | 2,597,205 | | | | | (23,681) | | | | | | $ | (1,020,584) | | | | | $ | 2,288,993 | | | | | $ | (57,345) | | | | | $ | 3,809,659 | |

Pending Acquisition of Zynga

On January 9, 2022, we entered into a definitive merger agreement to acquire Zynga Inc. ("Zynga"), a leading developer of mobile games.

Refer to [Note](#i5eb7319ae71743c2ad7826a0ce88602b_1753) [23 -](#i5eb7319ae71743c2ad7826a0ce88602b_1753) [Sub](#i5eb7319ae71743c2ad7826a0ce88602b_1753)[sequent Ev](#i5eb7319ae71743c2ad7826a0ce88602b_1753)[ents](#i5eb7319ae71743c2ad7826a0ce88602b_1753) for additional information.

Buildings are depreciated over the remaining life of the buildings, which is typically approximately 30 years.

removed from the accounts and the gain or loss, if any, is recognized.

Based on the allocated transaction price, we recognize revenue associated with the minimum guarantee when we

customers, as it is the best representation of the period during which our customers play our software products.

Accounting for Government Assistance

In November 2021, the FASB issued ASU 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance*, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on any entity's financial statements.

We are currently evaluating the potential impact of adopting this guidance on our disclosures.

Accounting for Contract Assets and Contract Liabilities

In October 2021, the FASB issued ASU 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

Under this new standard, deferred revenue acquired in a business combination is measured pursuant to *ASC 606*, *Revenue from Contracts with Customers*, rather than its assumed acquisition date fair value under the current guidance.

However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted.

We early adopted this update for our fiscal year 2023 on April 1, 2022.

There was no impact of adopting this guidance on our Consolidated Financial Statements.

Timing of recognition

Content

| Recurrent consumer spending | | | | | | $ | 2,271,171 | | | | | $ | 2,151,952 | | | | | $ | 1,448,191 | |

| Full game and other | | | | | | 1,233,629 | | | | | | 1,220,820 | | | | | | 1,640,779 | | |

| Total net revenue | | | | | | $ | 3,504,800 | | | | | $ | 3,372,772 | | | | | $ | 3,088,970 | |

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| PC and other | | | | | | 572,506 | | | | | | 581,702 | | | | | | 594,619 | | |

| Mobile | | | | | | 403,437 | | | | | | 274,077 | | | | | | 185,749 | | |

| Total net revenue | | | | | | $ | 3,504,800 | | | | | $ | 3,372,772 | | | | | $ | 3,088,970 | |

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Adoption of ASU No. 2016-02

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases effective April 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, *Leases (Topic 842)* and the related amendments.

May 18, 2021

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

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

| Balance, March 31, 2018 | | | | | | 132,743 | | | | | | $ | 1,327 | | | | | $ | 1,888,039 | | | | | (18,705) | | | | | | $ | (458,180) | | | | | $ | 73,516 | | | | | $ | (15,732) | | | | | $ | 1,488,970 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 333,837 | | | | | | — | | | | | | 333,837 | | |

| Change in unrealized gains on cash flow hedge, net | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,906 | | | | | | 4,906 | | |

| Repurchased common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,716) | | | | | | (362,392) | | | | | | — | | | | | | — | | | | | | (362,392) | | |

| Conversion of 1.00% Convertible Notes Due 2018 | | | | | | 377 | | | | | | 4 | | | | | | 8,108 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,112 | | |

| Impact from adoption of New Revenue Accounting Standard | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 470,273 | | | | | | 4,653 | | | | | | 474,926 | | |

A second customer accounted for 22.2%,

A third customer accounted for 10.5% of net revenue during the fiscal year ended March 31, 2019.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance related to the accounting for leases codified under Topic 842, *Leases*, which we adopted on April 1, 2019.

As of March 31, 2021, the goodwill balance of one of our reporting units is $345,725, and a moderate reduction in its fair value may result in an impairment charge, which would be equal to the excess of the carrying value over the fair value of such assets.

updates.

similar in nature to ours.

Advertising, marketing, and other

Accounting for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, *Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement*, which modifies the disclosure requirements on fair value measurements by removing, modifying, or adding certain disclosures.

Accounting for Credit Losses

In June 2016, the FASB issued ASU 2016-13, *Financial Instruments - Credit Losses*, which replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires the reflection of expected credit losses and also requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

For most financial instruments, the standard requires the use of a forward-looking expected loss model rather than

the incurred loss model for recognizing credit losses, which generally results in the earlier recognition of credit losses on financial instruments.

No adjustment to retained earnings was recorded as a result of the adoption of this standard, which did not have an impact on our Consolidated Financial Statements.

We do not expect that the impact of the adoption will be material to our Consolidated Financial Statements.

Service and other revenue

Product revenue

Full game and other revenue

| Recurrent consumer spending | | | | | | $ | 2,074,687 | | | | | $ | 1,384,999 | | | | | $ | 1,070,916 | |

| Full game and other | | | | | | 1,298,085 | | | | | | 1,703,971 | | | | | | 1,597,478 | | |

| PC and other | | | | | | 855,779 | | | | | | 780,368 | | | | | | 434,533 | | |

| Digital online | | | | | | $ | 2,919,292 | | | | | $ | 2,378,563 | | | | | $ | 1,681,609 | |

| Physical retail and other | | | | | | 453,480 | | | | | | 710,407 | | | | | | 986,785 | | |

| Cross-currency swap | | | | | | 11,275 | | | | | | — | | | | | | 11,275 | | | | | | — | | | | | | Prepaid expenses and other | | |

| Total recurring fair value measurements, net | | | | | | $ | 2,212,804 | | | | | $ | 1,669,165 | | | | | $ | 540,880 | | | | | $ | 2,759 | | | | | | | |

| | | | | | | March 31, 2020 | | | | | | | | | | | | | | | | | | | | |

| Corporate bonds | | | | | | 337,752 | | | | | | 307 | | | | | | (3,428) | | | | | | 334,631 | | |

| US Treasuries | | | | | | 30,481 | | | | | | 338 | | | | | | — | | | | | | 30,819 | | |