(a)The following documents are filed as part of this Report:
(i)Financial Statements. See Index to Financial Statements on page 49 of this Report.
(ii)Financial Statement Schedule. See Note 21 - Supplementary Financial Information to our Consolidated Financial Statements.
Index to Exhibits:
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Filing Date | | | | | | Exhibit | | | | | | Filed Herewith | | |
| 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 | | | | | | 8-K | | | | | | 4/13/2022 | | | | | | 1.1 | | | | | | | | |
| 2.1 | | | | | | Agreement and Plan of Merger, dated as of January 9, 2022, by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc. and Zynga Inc. † | | | | | | 8-K | | | | | | 1/10/2022 | | | | | | 2.1 | | | | | | | | |
| 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. | | | | | | 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. | | | | | | 8-K | | | | | | 5/5/2022 | | | | | | 2.1 | | | | | | | | |
| 2.4 | | | | | | Take-Two Interactive Software, Inc. Voting Agreement | | | | | | 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) | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 2.4 | | | | | | | | |
| 2.6 | | | | | | Zynga Inc. Voting Agreement signed by Mark Pincus and certain of his respective affiliates | | | | | | S-4 | | | | | | 3/14/2022 | | | | | | 2.5 | | | | | | | | |
| 3.1 | | | | | | Restated Certificate of Incorporation | | | | | | 10-K | | | | | | 2/12/2004 | | | | | | 3.1 | | | | | | | | |
| 3.1.1 | | | | | | Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 1998 | | | | | | 10-K | | | | | | 2/12/2004 | | | | | | 3.1.2 | | | | | | | | |
| 3.1.2 | | | | | | Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 2003 | | | | | | 10-K | | | | | | 2/12/2004 | | | | | | 3.1.3 | | | | | | | | |
| 3.1.3 | | | | | | Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 2009 | | | | | | 8-K | | | | | | 4/23/2009 | | | | | | 3.1 | | | | | | | | |
| 3.1.4 | | | | | | Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 2012 | | | | | | 8-K | | | | | | 9/24/2012 | | | | | | 3.1 | | | | | | | | |
| 3.2 | | | | | | Certificate of Designation of Series A Preferred Stock, dated March 11, 1998 | | | | | | 10-K | | | | | | 2/12/2004 | | | | | | 3.1.1 | | | | | | | | |
| 3.3 | | | | | | Certificate of Designation of Series B Preferred Stock, dated March 26, 2008 | | | | | | 8-A12B | | | | | | 3/26/2008 | | | | | | 4.2 | | | | | | | | |
| 3.4 | | | | | | Take-Two Interactive Software, Inc.'s Third Amended and Restated By-Laws, as adopted and effective on January 9, 2022 | | | | | | 8-K | | | | | | 1/10/2022 | | | | | | 3.1 | | | | | | | | |
| 4.1 | | | | | | Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | 10-K | | | | | | 5/22/2020 | | | | | | 4.1 | | | | | | | | |
| 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. | | | | | | 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. | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.2 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Filing Date | | | | | | Exhibit | | | | | | Filed Herewith | | |
| 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. | | | | | | 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. | | | | | | 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. | | | | | | 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 4.2) | | | | | | 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 4.3) | | | | | | 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 4.4) | | | | | | 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 4.5) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.9 | | | | | | | | |
| 10.1 | | | | | | Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+ | | | | | | 8-K | | | | | | 3/7/2008 | | | | | | 10.1 | | | | | | | | |
| 10.2 | | | | | | Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 21, 2016+ | | | | | | 14A | | | | | | 7/28/2016 | | | | | | Annex A | | | | | | | | |
| 10.3 | | | | | | Form of Employee Restricted Stock Agreement+ | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.2 | | | | | | | | |
| 10.4 | | | | | | Form of Non-Employee Director Restricted Stock Agreement+ | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.3 | | | | | | | | |
| 10.5 | | | | | | Form of Employee Restricted Unit Agreement+ | | | | | | 10-Q | | | | | | 8/1/2012 | | | | | | 10.1 | | | | | | | | |
| 10.6 | | | | | | Form of Employee Restricted Unit Agreement+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.1 | | | | | | | | |
| 10.7 | | | | | | Form of Employee Global Restricted Unit Agreement+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.2 | | | | | | | | |
| 10.8 | | | | | | Form of Employee Restricted Unit Agreement + | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.3 | | | | | | | | |
| 10.9 | | | | | | Form of Employee Global Restricted Unit Agreement+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.4 | | | | | | | | |
| 10.10 | | | | | | Form of Employee Global Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.5 | | | | | | | | |
| 10.11 | | | | | | Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+ | | | | | | 14A | | | | | | 7/27/2021 | | | | | | Annex B | | | | | | | | |
| 10.12 | | | | | | Amendment No. 1 to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+ | | | | | | S-8 | | | | | | 9/4/2020 | | | | | | 99.2 | | | | | | | | |
| 10.13 | | | | | | Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017+ | | | | | | 14A | | | | | | 7/27/2017 | | | | | | Annex C | | | | | | | | |
| 10.14 | | | | | | Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, 2019+ | | | | | | 10-K | | | | | | 5/14/2019 | | | | | | 10.13 | | | | | | | | |
| 10.15 | | | | | | Form of Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.4 | | | | | | | | |
| 10.16 | | | | | | Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.5 | | | | | | | | |
| 10.17 | | | | | | Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.6 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Filing Date | | | | | | Exhibit | | | | | | Filed Herewith | | |
| 10.18 | | | | | | Form of Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.7 | | | | | | | | |
| 10.19 | | | | | | Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+ | | | | | | 8-K | | | | | | 5/14/2010 | | | | | | 10.1 | | | | | | | | |
| 10.20 | | | | | | First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+ | | | | | | 8-K | | | | | | 10/25/2010 | | | | | | 10.1 | | | | | | | | |
| 10.21 | | | | | | Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+ | | | | | | 10-Q | | | | | | 10/31/2012 | | | | | | 10.6 | | | | | | | | |
| 10.22 | | | | | | Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein+ | | | | | | 10-Q | | | | | | 8/3/2018 | | | | | | 10.2 | | | | | | | | |
| 10.23 | | | | | | Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+ | | | | | | 8-K | | | | | | 2/15/2008 | | | | | | 10.3 | | | | | | | | |
| 10.24 | | | | | | Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+ | | | | | | 10-Q | | | | | | 2/6/2015 | | | | | | 10.1 | | | | | | | | |
| 10.25 | | | | | | Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation+ | | | | | | 8-K | | | | | | 11/22/2017 | | | | | | 10.1 | | | | | | | | |
| 10.26 | | | | | | Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | | | | | | S-3 ASR | | | | | | 4/13/2018 | | | | | | 10.2 | | | | | | | | |
| 10.27 | | | | | | Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | | | | | | S-3 ASR | | | | | | 4/15/2019 | | | | | | 10.2 | | | | | | | | |
| 10.28 | | | | | | Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation + | | | | | | S-3 ASR | | | | | | 4/13/2020 | | | | | | 10.2 | | | | | | | | |
| 10.29 | | | | | | Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation + | | | | | | S-3 ASR | | | | | | 4/13/2021 | | | | | | 10.2 | | | | | | | | |
| 10.30 | | | | | | Restricted Unit Agreement dated as of April 13, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation + | | | | | | S-3 ASR | | | | | | 4/13/2022 | | | | | | 10.2 | | | | | | | | |
| 10.31 | | | | | | Management Agreement, dated as of May 3, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation | | | | | | 8-K | | | | | | 5/05/2022 | | | | | | 10.1 | | | | | | | | |
| 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 | | | | | | 10-K | | | | | | 5/14/2019 | | | | | | 10.35 | | | | | | | | |
| 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 † | | | | | | 10-Q | | | | | | 8/3/2021 | | | | | | 10.3 | | | | | | | | |
| 10.34 | | | | | | Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company* | | | | | | 10-Q | | | | | | 11/8/2011 | | | | | | 10.3 | | | | | | | | |
| 10.35 | | | | | | Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company* | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.1 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Filing Date | | | | | | Exhibit | | | | | | Filed Herewith | | |
| 10.36 | | | | | | Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP* | | | | | | 10-Q | | | | | | 2/3/2012 | | | | | | 10.1 | | | | | | | | |
| 10.37 | | | | | | Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP* | | | | | | 10-Q | | | | | | 2/6/2013 | | | | | | 10.2 | | | | | | | | |
| 10.38 | | | | | | Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP* | | | | | | 10-Q | | | | | | 2/4/2014 | | | | | | 10.2 | | | | | | | | |
| 10.39 | | | | | | Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company* | | | | | | 10-Q | | | | | | 10/30/2014 | | | | | | 10.1 | | | | | | | | |
| 10.40 | | | | | | Amendment to the Xbox 360 Publisher License Agreement, signed on December 21, 2017, between Microsoft Corporation and the Company* | | | | | | 10-Q | | | | | | 2/8/2018 | | | | | | 10.2 | | | | | | | | |
| 10.41 | | | | | | Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation** | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.1 | | | | | | | | |
| 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.* | | | | | | 10-K | | | | | | 5/24/2017 | | | | | | 10.48 | | | | | | | | |
| 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.** | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.4 | | | | | | | | |
| 10.44 | | | | | | Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 2002 | | | | | | 10-Q | | | | | | 9/16/2002 | | | | | | 10.2 | | | | | | | | |
| 10.45 | | | | | | Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc. | | | | | | 10-K | | | | | | 5/23/2012 | | | | | | 10.45 | | | | | | | | |
| 10.46 | | | | | | Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc. | | | | | | 10-K | | | | | | 5/14/2014 | | | | | | 10.39 | | | | | | | | |
| 10.47 | | | | | | Eighth Lease Modification Agreement, dated as of January 6, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc. | | | | | | 10-K | | | | | | 5/19/2016 | | | | | | 10.47 | | | | | | | | |
| 10.48 | | | | | | Ninth Lease Modification Agreement, dated as of December 15, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc. | | | | | | 10-Q | | | | | | 2/4/2016 | | | | | | 10.1 | | | | | | | | |
| 10.49 | | | | | | 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 | | | | | | 10-Q | | | | | | 2/8/2017 | | | | | | 10.1 | | | | | | | | |
| 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 | | | | | | 10-Q | | | | | | 11/8/2018 | | | | | | 10.1 | | | | | | | | |
| 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 | | | | | | 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 † ** | | | | | | 10-Q | | | | | | 8/3/2021 | | | | | | 10.2 | | | | | | | | |
† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 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.
+ Represents a management contract or compensatory plan or arrangement.
*Portions thereof were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment that was granted in accordance with Exchange Act Rule 24b-2.
** Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2022 and 2021, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2022, 2021 and 2020, (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2022, 2021 and 2020, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2022, 2021 and 2020, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2022, 2021 and 2020, and (vi) Notes to the Consolidated Financial Statements.