Take-Two Interactive (TTWO) 10-K risk factor changes: FY2023 vs FY2022

These risks are not presented in order of importance [removed: of] [added: or] probability of occurrence.*

- Increasing importance of digital sales [added: and free-to-play games] exposes us to [added: the] risks of that business model

- [removed: Potential] [added: Reliance on complex information technology systems and networks and potential] adverse impact of security breaches

[removed: - Increasing] [added: The increasing] importance of [added: digital sales and] free-to-play games [added: to our business] exposes us to the risks of that business [removed: model][added: model, including greater competition.]

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

- The loss of server [removed: capacity or] [added: capacity,] lack of sufficient [removed: bandwidth] [added: bandwidth, or connectivity issues] could cause our business to suffer

The extent to which COVID-19 has an impact on our business, operations, or financial results will depend on numerous evolving factors that we may not be able to accurately predict, including the duration and scope of the pandemic; governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic; economic activity and related actions taken in response to the pandemic; the effect on consumer demand for our products and the discretionary spending patterns of our customers, including the ability of our customers to pay for our products; our ability to [removed: develop,] [added: develop timely,] market, and sell our products, including as a result of travel restrictions and people working from home; the impact on the operations of our counterparties, including the physical retail, digital download online platforms, and cloud streaming services we rely on for the distribution of our products, the suppliers who manufacture our physical products, and other third parties with which we partner (e.g. to market or ship our products); any closures of our, our customers', and counterparties' offices and facilities; additional volatility in exchange rates; the impact of [removed: potential] inflation; and the impact of [removed: reductions] [added: changes] in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio.

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

Additionally, while we [removed: have seen] [added: saw] increased demand for our products due [added: in part] to stay-at-home orders, the curtailment of certain other forms of entertainment, and other pandemic-related factors that [removed: make] [added: made] consumers more inclined to spend time at home, benefiting our financial results and operating metrics, [removed: the] [added: any such] trends [removed: in fiscal year 2021] with respect to our revenues, net [added: (loss)] income, and other financial results and operating metrics may not be indicative of results for future periods, particularly [removed: if] [added: as] these pandemic-related factors become less significant.

[removed: As expected, during fiscal year 2022, we] [added: We have] experienced a moderation in engagement from the all-time highs experienced [added: during certain periods of the pandemic, particularly] in fiscal year 2021, but overall engagement [removed: continued] [added: continues] to be [removed: notably] higher than it was [removed: pre-pandemic][added: pre-pandemic.]

In addition, the gaming, technology/internet, and entertainment industries have converged in recent years and larger, well-funded technology companies are pursuing and strengthening their interactive entertainment [removed: capabilities, as evidenced, for example, by Microsoft's pending acquisition of Activision Blizzard.][added: capabilities.]

Some of our competitors have greater financial, technical, personnel, and other resources than we do and are able to finance larger budgets for development and [removed: marketing and] [added: marketing,] make higher offers to licensors and developers for commercially desirable [removed: properties.][added: properties, adopt more aggressive pricing policies to develop more commercially successful video game products than we do, recruit our key creative and technical talent or otherwise disrupt our operations.]

Our titles also compete with other forms of entertainment, such as social [removed: media and casual games,] [added: media,] in addition to motion pictures, television and audio and video products featuring similar themes, online computer programs and other entertainment, which may be less expensive or provide other advantages to consumers.

A number of software publishers who compete with us have developed and commercialized or are currently developing online [added: and mobile] games.

[removed: As technological] [added: Technological] advances [added: that] significantly increase the availability of online [removed: games] and [removed: as consumer acceptance of online gaming grows substantially, it] [added: mobile games] could result in a decline in our platform-based software sales and negatively affect sales of such products.

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

The life cycle of a [added: console or PC] title generally involves a relatively high level of sales during the first few months after introduction followed by a rapid decline in sales.

[added: Because sales associated] with [added: an initial product launch on console or PC generally constitute a high percentage of] the [added: 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.

The development cycle for new titles generally ranges from 12 months [added: or less] for [added: most mobile titles and] annual [added: console/PC] sports releases, to multiple years for certain of our top-selling titles.

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

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

We cannot be certain that our new products will consistently achieve [removed: best seller] [added: bestseller] status.

Such placement is subject to many [removed: similar] risks [removed: as] [added: similar to the] physical shelf space [added: risks] discussed above.

The proportion of our revenues derived from digital content delivery, as compared to traditional retail sales, [removed: may continue to increase.][added: has increased significantly in recent years.]

We derive [removed: most] [added: a significant portion] of our revenue from the sale of products made for video game platforms manufactured by third parties, such as Sony's [removed: PS4 and PS5] [added: PlayStation consoles] and Microsoft's Xbox [removed: One and Xbox Series X|S,] [added: consoles,] which comprised [removed: 72.2%] [added: 43.1%] of our net revenue [removed: by product platform for the fiscal year ended March 31, 2022.]

We also derive significant revenues from distribution on third‑party mobile and web platforms, such as the Apple App Store, the Google Play Store, and Facebook, which are also our direct competitors [removed: and] [added: and,] in some [removed: cases] [added: cases,] the exclusive means through which our content reaches gamers on those platforms, and most of the virtual currency we sell is purchased using these platform providers’ payment processing systems.

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

[removed: A resulting perception that our products or services] do not adequately protect [removed: the privacy of] personal information could result in a loss of current or potential consumers and business partners.

In addition, certain of our products [removed: are] [added: include] online [removed: enabled.][added: functionality.]

The ability of our products to [removed: offer online] [added: enable this] functionality, and our ability to offer content through a video game platform's digital distribution channel, is dependent upon the continued operation and security of such platform's online network.

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 [added: customers' information or our data, including our intellectual property and other confidential business information, or our information technology systems.]

A breach, whether physical, [removed: electronic] [added: electronic,] or otherwise, of the systems on which such source code and other sensitive data are stored could lead to damage or piracy of our software.

If we or these third parties are subject to data security breaches, we may have a loss in sales or increased costs arising from the restoration or implementation of additional security measures which could materially and adversely affect our business, [removed: financial condition and operating results.]

Any theft and/or unauthorized use or publication of our trade secrets and other confidential business information [removed: as a result] [added: because] of such an event could adversely affect our competitive position, reputation, brand, and future sales of our products.

Our continued success will depend to a significant extent on our senior management team and our relationship with [removed: ZelnickMedia Corporation ("ZelnickMedia").][added: ZMC Advisors, L.P. ("ZMC").]

Our Executive Chairman/Chief Executive Officer and President are partners of [removed: ZelnickMedia.][added: ZMC.]

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

The loss of the services of our executive officers, [removed: ZelnickMedia,] [added: ZMC,] or certain key creative personnel could significantly harm our business.

Our results of operations or reputation may be harmed as a result of offensive [added: or potentially dangerous] consumer-created content.

From time to time, objectionable and offensive [added: or potentially dangerous] consumer content may be posted to a gaming or other site with online chat features or game forums which allow consumers to post comments.

- Increased use of mobile devices for gaming will drive future growth of mobile gaming

- Attracting, managing, and retaining our talent is critical to our success

- We must compete for advertisements and offers that are incorporated into our free-to-play games

- We have a significant amount of outstanding debt

- The value of our virtual items is highly dependent on how we manage the economies in our games

- There is potential for unauthorized or fraudulent transactions of accounts and virtual items outside of our games

- Legislation could subject us to claims or otherwise harm our business

- We are and may become involved in legal proceedings that may result in adverse outcomes

We also compete with game publishers, such as Activision Blizzard, Inc., Electronic Arts Inc., Embracer Group AB, Microsoft, Nintendo, Playrix, Playtika, Scopely, Sony, Tencent, and Ubisoft Entertainment S.A. We also face competition from online game developers and distributors who have primarily focused on specific international markets and with high-profile companies with significant online presences with new and expanded mobile gaming offerings, such as Apple, Google, and Microsoft.

Competitors may develop content that imitates or competes with our best-selling games, potentially reducing our sales or our ability to charge the same prices we have historically charged for our products.

These competing products may take a larger share of consumer spending than anticipated, which could cause product sales to fall below expectations.

Other large companies that to date have not actively focused on mobile and social games may decide to develop mobile and social games or partner with other developers.

Some of these current and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own strong brands and assets into their games, have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact our industry.

As there are relatively low barriers to entry to develop a mobile or online game, we expect new game competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications.

We also compete or will compete with a vast number of small companies and individuals who are able to create and launch games and other content for devices and platforms using relatively limited resources and with relatively limited start-up time or expertise.

The proliferation of titles in these open developer channels makes it difficult for us to differentiate ourselves from other developers and to compete for players without substantially increasing our marketing expenses and development costs.

Increasing competition could result in loss of players, increasing player acquisition and retention costs, and loss of talent, all of which could harm our business, financial condition or results of operations.

In addition, to retain players, we must devote significant resources so that players stay engaged, which could also result in attracting them to our other games.

We might not succeed in our efforts to increase monetization rates, particularly if we are unable to retain our paying players.

If we fail to grow or sustain the number of our paying players, if the rates at which

we attract and retain paying players declines (whether due to financial hardship as a result of an economic downturn or for any other reason), or if the average amount our players pay declines, our financial results could be negatively affected.

For our products with live services, we are required to support continued development.

There can be no assurance that these continued efforts will generate sufficient revenue to offset these costs.

If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could be adversely affected.

Following our acquisition of Zynga, an increased percentage of our operations consists of mobile gaming.

The number of people using mobile Internet-enabled devices has increased dramatically over time, and we expect that this trend will continue.

However, the mobile market, particularly the market for mobile games, may not grow in the way we anticipate.

Our future success is substantially dependent upon the continued growth of the market for mobile games.

In addition, we do not currently offer our games on all mobile devices.

If the mobile devices on which our games are available decline in popularity or become obsolete faster than anticipated, we could experience a decline in revenue and bookings and may not achieve the anticipated return on our development efforts.

Any such declines in the growth of the mobile market or in the use of mobile devices for games could harm our business, financial condition or results of operations.

by product platform for the fiscal year ended March 31, 2023.

We also rely on the availability of an adequate supply of these video game consoles (which sometimes has been negatively affected by supply chain issues) and the continued support for these consoles by their manufacturers, including our ability to reach consumers via the online networks operated by these console manufacturers.

If the consoles for which we develop new software products or modify existing products do not attain significant consumer acceptance, we may not be able to recover our development costs, which could be significant.

Additionally, we derive a significant portion of our revenue from distribution of our games on the Apple App Store and the Google Play Store, and the virtual items we sell in our games are purchased using the payment processing systems of these platform providers.

In the fiscal year ended March 31, 2023, we derived 98.0% of our mobile revenue on Apple and Google platforms.

We are subject to the standard policies and terms of service of third-party platforms, which govern the promotion, distribution, content and operation generally of games on the platform.

Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us.

A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how we are able to advertise on the platform, change how the personal information of its users is made available to application developers on the platform, limit the use of personal information for advertising purposes, or restrict how players can share information with their friends on the platform or across platforms.

For example, in December 2017, Apple revised its App Store Guidelines to require the disclosure of the odds of receiving certain types of virtual items from “loot boxes” (or similar mechanisms that offer a paid license to randomized virtual items) before customers purchase a license for the virtual items, and in May 2019 Google revised its Play Store policies to require similar disclosures.

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

- Reliance on complex information technology systems and networks

- Contractual covenants can place certain limitations on our business

- Legislation could limit the retail market of our products

Risks Related to our Pending Acquisition of Zynga

- The Zynga acquisition may not be completed

- The Zynga acquisition presents risks before and after closing

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

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

Such circumstances may also impact the effectiveness of our quality controls and game testing measures.

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

Any failure to prevent or mitigate security breaches or cyber risks or detect, or respond adequately to, a security breach or cyber risk, or any other disruptions to our information technology

systems and networks, can have adverse effects on our business.

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

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

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

We also compete with game publishers, such as Activision Blizzard, Inc., Electronic Arts Inc., Ubisoft Entertainment S.A., and Embracer Group AB.

Because sales associated with an initial product launch generally constitute a high percentage of the total sales associated

The increasing importance of digital sales exposes us to the risks of that business model, including greater competition.

We cannot publish our titles without the approval of hardware licensors that are also our competitors.

customers' information or our data—including our intellectual property and other confidential business information—or our information technology systems.

Security breaches involving the source code for our products or other sensitive and proprietary information could adversely affect our business.

royalties, and satisfy other conditions.

Such channel partners' ability to set or influence royalty rates may increase costs, which could negatively affect our operating margins.

Outside of fee arrangements, our agreements with our channel partners sometimes give them significant control over other aspects of the distribution of our products and services that we develop for their platform.

If our channel partners establish terms that restrict our offerings through their channels, or significantly affect the financial terms on which these products or services are offered to our customers, we may be unable to distribute our product offerings through them or be forced to do so on materially worse financial or business terms in negotiating such various aspects of distribution.

The increasing importance of free-to-play games to our business exposes us to the risks of that business model, including the dependence on a relatively small number of consumers for a significant portion of revenues and profits from any given game.

deliver products and services to certain of our customers, or result in restrictions in trade, all of which could negatively affect our business.

For example, if there are changes to U.K. immigration policy as a result of Brexit, our employees and their ability to move freely between the E.U. member states for work-related matters could be affected.

Connectivity issues could affect our profitability and our ability to sell and provide online services for our products.

We rely on data servers, including those owned or controlled by third parties, to enable our customers to download our games and other downloadable content, and to operate our online games and other products with online functionality.

While we anticipate growth in this area of our business, consumer demand is difficult to predict as a result of a number of factors,

While we believe that we can reliably estimate price protection and returns,

rating, which could delay or disrupt the release of our products.

We are or may be subject to contractual covenants which place certain limitations on how we manage our business.

Our Credit Agreement also requires us to satisfy specified financial covenants and comply with other affirmative

and negative covenants.

A breach of any of the covenants contained in our Credit Agreement could result in an event of default, which would allow our lenders to pursue various remedies, including accelerating the repayment of any outstanding indebtedness under our Credit Agreement.

Change in government regulations relating to the Internet could have a negative impact on our business.

Our business and products are subject to potential legislation.

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

Our products are currently designed for console gaming [removed: systems and] [added: systems,] PC, [added: and mobile] including smartphones and tablets.

We deliver our products through physical retail, digital download, online [removed: platforms] [added: platforms,] and cloud streaming services.

[removed: In connection with the transaction, on] [added: On] April 14, 2022, we completed our offering and sale of [removed: $2.7 billion] [added: $2,700.0] aggregate principal amount of our senior notes, consisting of [removed: $1.0 billion] [added: $1,000.0] principal amount of our 3.300% Senior Notes due 2024 (the “2024 Notes”), [removed: $600 million] [added: $600.0] principal amount of our 3.550% Senior Notes due 2025 (the “2025 Notes”), [removed: $600 million] [added: $600.0] principal amount of our 3.700% Senior Notes due 2027 (the “2027 [removed: Notes”)] [added: Notes”),] and [removed: $500 million] [added: $500.0] 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 [removed: “Notes”).The Notes were issued under an indenture between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).][added: “Senior Notes”).]

The [added: Senior] 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, [removed: 2024] [added: 2024,] and bear interest at an annual rate of 3.300%.

The 2025 Notes mature on April 14, [removed: 2025] [added: 2025,] and bear interest at an annual rate of 3.550%.

The 2027 Notes mature on April 14, [removed: 2027] [added: 2027,] and bear interest at an annual rate of 3.700%.

The 2032 Notes mature on April 14, [removed: 2032] [added: 2032,] and bear interest at an annual rate of 4.000%.

We will pay interest on the 2024 Notes [removed: semiannually] [added: semi-annually] on March 28 and September 28 of each year, commencing September 28, 2022.

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

Sales of *Grand Theft Auto* products generated [removed: 30.9%] [added: 14.6%] of our net revenue for the fiscal year ended March 31, [removed: 2022.][added: 2023.]

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

Our five largest customers accounted for [removed: 79.0%, 78.4%] [added: 79.6%, 79.0%] and [removed: 71.5%] [added: 78.4%] of net revenue during the fiscal years ended March 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

As of March 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] five customers comprised [removed: 72.8%] [added: 61.1%] and [removed: 77.6%] [added: 72.8%] 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: 63.8%] [added: 50.3%] and [removed: 69.2%] [added: 63.8%] of such balance at March 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

We had [removed: two] [added: three] customers who accounted for [removed: 43.5%] [added: 21.6%, 14.5%,] and [removed: 20.3%] [added: 14.2%] of our gross accounts receivable as of March 31, [removed: 2022,] [added: 2023,] and 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.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2022,] [added: 2023,] and [removed: 2021.][added: 2022.]

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

Bankruptcies or consolidations of our large retail customers could seriously hurt our business, due to uncollectible accounts [removed: receivables] [added: receivable] and the concentration of purchasing power among the remaining large retailers.

[removed: The COVID-19 pandemic] [added: There] has [removed: led, and may continue to lead, to] [added: been] increased consolidation [added: in our industry,] as larger, better capitalized competitors will be in a stronger position to withstand prolonged periods of economic downturn and sustain their business through the financial volatility.

*Hardware Platforms.* We derive [removed: most] [added: a substantial portion] of our revenue from the sale of products made for video game consoles manufactured by third parties, which comprised [removed: 72.2%] [added: 43.1%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2022.][added: 2023.]

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

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

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

We also publish an expanding variety of titles for [removed: Mobile,] [added: mobile,] which are delivered to consumers through digital [removed: download.][added: download, and are primarily distributed, marketed, and promoted through third parties, primarily Apple’s App Store and the Google Play Store.]

[removed: As disclosed in our "Results of Operations," below, net] revenue from digital online channels comprised [removed: 89.8%] [added: 95.1%] of our net revenue for the fiscal year ended March 31, [removed: 2022.][added: 2023.]

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

[removed: To date we have announced that, during] [added: During] fiscal year 2023, 2K [removed: will release] [added: released] *The [removed: Quarry,* *Marvel's Midnight Suns, NBA 2K23*, *WWE] [added: Quarry*, *NBA] 2K23*, [removed: and] *PGA TOUR 2K23*, [added: *New Tales from the Borderlands*, *Marvel's Midnight Suns,*] and [added: *WWE 2K23;* and] Private Division [removed: will release] [added: released *Rollerdrome* and] *Kerbal Space Program [removed: 2*.][added: 2* early access on PC.]

In addition, throughout the year, we expect [removed: our labels] to [added: continue to] deliver new content for our franchises.

We will also continue to invest in opportunities that we believe will enhance and scale our business and have the potential to drive growth over the [removed: long-term.][added: long term.]

Fiscal [removed: 2022] [added: 2023] Financial Summary

We acquired [removed: Nordeus Limited ("Nordeus")] [added: Popcore] on [removed: June 1, 2021,] [added: November 16, 2022] for initial consideration [removed: having an acquisition date fair value] of [removed: $289.8 million, consisting of $132.9 million] [added: $116.9] in cash, [removed: the issuance of 0.5 million] [added: 0.6] shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate of [removed: $153.0 million] [added: $105.0] in cash if [removed: Nordeus] [added: Popcore] achieves certain performance measures over [added: each of] the [removed: 12- and 24-month periods] [added: three calendar years] following the [removed: closing (refer to [Note 22 - Acquisitions](#i5eb7319ae71743c2ad7826a0ce88602b_184)).][added: closing.]

Our [removed: Net] [added: net] revenue for fiscal year ended March 31, [removed: 2022] [added: 2023] was led by [added: net revenue of $2,159.2 from Zynga, which we acquired in May 2022 (refer to [Note 20 - Acquisitions](#i588eeabd06744cd08271f41c27844081_184)), including top contributors *Empires & Puzzles*, *Toon Blast*, our hyper-casual mobile portfolio, *Words With Friends,* and *Merge Dragons!,* as well as] a variety of our top franchises, primarily *NBA 2K, Grand Theft Auto, Red Dead Redemption*, [removed: *Borderlands*,] and *WWE 2K.* Our [removed: Net] [added: net] revenue increased to [removed: $3,504.8 million,] [added: $5,349.9,] an increase of [removed: $132.0 million] [added: $1,845.1] or [removed: 3.9%] [added: 52.6%] compared to the fiscal year ended March 31, [removed: 2021.][added: 2022.]

For the fiscal year ended March 31, [removed: 2022,] [added: 2023,] our [removed: Net income] [added: net loss] was [removed: $418.0 million,] [added: $(1,124.7),] as compared to [removed: $588.9 million] [added: net income of $418.0] in the prior year.

Diluted [removed: earnings] [added: loss] per share for the fiscal year ended March 31, [removed: 2022] [added: 2023] was [removed: $3.58,] [added: $(7.03),] as compared to Diluted [removed: income] [added: earnings] per share of [removed: $5.09] [added: $3.58] for the fiscal year ended March 31, [removed: 2021.][added: 2022.]

At March 31, [removed: 2022,] [added: 2023,] we had [removed: $2,195.3 million] [added: $1,234.6] of Cash and cash equivalents and Restricted cash and cash equivalents, compared to [removed: $2,060.2 million] [added: $2,195.4] at March 31, [removed: 2021.][added: 2022.]

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#i5eb7319ae71743c2ad7826a0ce88602b_121)] [added: Policies](#i588eeabd06744cd08271f41c27844081_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](#i5eb7319ae71743c2ad7826a0ce88602b_121).][added: Policies](#i588eeabd06744cd08271f41c27844081_121).]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Increase/(decrease) | | | | | | Increase/(decrease) % | | |

*In this section, we discuss the results of our operations for the fiscal year ended March 31, [removed: 2022] [added: 2023] compared to the fiscal year ended March 31, [removed: 2021.][added: 2022.]

Refer to [Item 1](#i588eeabd06744cd08271f41c27844081_16) [\- Business](#i588eeabd06744cd08271f41c27844081_16) for additional discussion.

Zynga Acquisition and Related Debt Transactions

We acquired Zynga on May 23, 2022, for consideration having an acquisition date fair value of $9,521.8, consisting of $3,992.4 in cash, the issuance of 46.3 shares of our common stock, valued at $5,377.7, and $151.7 of replacement equity awards attributable to the pre-acquisition service period.

Refer to [Note](#i588eeabd06744cd08271f41c27844081_184) [2](#i588eeabd06744cd08271f41c27844081_184)[0](#i588eeabd06744cd08271f41c27844081_184) [- Acquisitions](#i588eeabd06744cd08271f41c27844081_184) of our Consolidated Financial Statements.

Zynga is a leading developer of mobile games with a mission to connect the world through games.

Also, in connection with the Zynga Acquisition, we entered into several debt transactions (refer to [Note](#i588eeabd06744cd08271f41c27844081_154) [11](#i588eeabd06744cd08271f41c27844081_154) [- Debt](#i588eeabd06744cd08271f41c27844081_154)).

The Senior Notes were issued under an indenture between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

During the fiscal year ended March 31, 2023, we made interest payments of $31.5.

During the fiscal year ended March 31, 2023, we made interest payments of $31.8.

The proceeds of the Senior Notes were used to finance a portion of our acquisition of Zynga.

On May 23, 2022, we entered into a new unsecured Credit Agreement (the "2022 Credit Agreement"), which replaced in its entirety the Company's prior Credit Agreement and provides for an unsecured five-year revolving credit facility with commitments of $500.0, including sublimits for (i) the issuance of letters of credit in an aggregate face amount of up to $100.0 and (ii) borrowings and letters of credit denominated in Pounds Sterling, Euros, and Canadian Dollars in an aggregate principal amount of up to $100.0.

In addition, the 2022 Credit Agreement contains uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250.0 and 35.0% of the Company's Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement).

Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000% to 0.625% above an alternate base rate (8.00% at March 31, 2023) or (b) 1.000% to 1.625% above Secured Overnight Financing Rate ("SOFR"), approximately 4.80% at March 31, 2023, which rates are determined by the Company's credit rating.

On June 22, 2022, we drew down approximately $200.0 at 3.28% from our facility under the 2022 Credit Agreement.

In December 2022, we fully repaid the $200.0 drawdown, and, at March 31, 2023, there were no borrowings under the 2022 Credit Agreement.

On June 22, 2022, we entered into an unsecured 364-Day Term Loan Credit Agreement ("Term Loan").

The Term Loan provides for an unsecured 364-day term loan credit facility in the aggregate principal amount of $350.0 and matures on June 21, 2023, and will bear interest at our election at a margin of (a) 0.000% to 0.375% above an alternate base rate (defined on the basis of prime rate) or (b) 0.750% to 1.375% above SOFR, which rates are determined by reference to our credit rating.

We fully drew down on the Term Loan on June 22, 2022 at 3.6%.

In April 2023, we fully repaid the $350.0 Term Loan.

The proceeds from our draw-downs of the 2022 Credit Agreement and Term Loan were used to finance a portion of the settlement of the Convertible Notes acquired from Zynga.

In total, we paid $321.62 for the tendered or converted 2024 Convertible Notes, including interest, and $845.14 for the tendered 2026 Convertible Notes in cash, and we issued 3.7 shares of our common stock upon the conversion of the 2024 Convertible Notes.

After settlement of all Convertible Notes tendered or surrendered for conversion, $21.4 aggregate principal amount of the 2024 Convertible Notes remained outstanding and $29.40 aggregate principal amount of the 2026 Convertible Notes remained outstanding at March 31, 2023.

Cybersecurity Incident

In September 2022, we experienced a network intrusion in which an unauthorized third party illegally accessed and downloaded confidential information from our systems, including early development footage of the next installment in the Grand Theft Auto franchise.

We immediately took steps to isolate and contain the incident.

Rockstar Games did not experience and does not anticipate any disruption to its current services nor any long-term effect on its development timelines as a result of this incident.

Subsequently, also in September 2022, we became aware that an unauthorized third party illegally accessed credentials for a vendor platform that 2K Games uses to provide help desk support to its customers.

The unauthorized party sent a communication to certain players containing a malicious link.

2K Games immediately notified all affected users and took steps to restrict further unauthorized activity until service was restored.

In connection with this activity (the “Cybersecurity

Incident”), we have incurred certain immaterial incremental one-time costs related to consultants, experts and data recovery efforts and expect to incur additional costs related to cybersecurity protections in the future.

We are in the process of implementing a variety of measures to enhance further our cybersecurity protections.

Popcore Acquisition

Refer to [Note 20 - Acquisitions](#i588eeabd06744cd08271f41c27844081_184) of our Consolidated Financial Statements.

Founded in 2018, Popcore is a mobile games company based in Berlin best known for *Parking Jam 3D* and *Pull the Pin*.

For example, in response to the conflict in Ukraine, we suspended sales of our products in Russia and Belarus, which had a negative impact on our financial results.

Actions taken to date and other potential actions could result in additional negative impact in future periods.

As disclosed in our "Results of Operations," below, net

Virtual items for our mobile games are purchased through the payment processing systems of these platform providers.

We generate a significant portion of our net revenue through the Apple and Google platforms and expect to continue to do so for the foreseeable future as we launch more games for mobile.

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.

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

During fiscal year 2021, as in the final quarter of fiscal year 2020, we noted a positive impact to our results that we believe was partly due to increased consumer engagement with our products because of the COVID-19 related business closures and movement restrictions, such as "shelter in place" and "lockdown" orders, implemented around the world, as well as the online accessibility and social nature of our products.

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.

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, including transitioning the vast majority of our teams to working from home.

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.

However, despite largely positive outcomes to date, these efforts may ultimately not be effective, and a protracted economic downturn may limit the effectiveness of our mitigation efforts.

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

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

Certain of our large customers sell used copies of our games, which may negatively affect our business by reducing demand for new copies of our games.

While the downloadable content that we now offer for certain of our titles may serve to reduce used game sales, we expect used game sales to continue to adversely affect our business.

During fiscal year 2022, 2K released *NBA 2K22*, *WWE 2K22*, and *Tiny Tina's Wonderlands,* Private Division released *Hades* physically on consoles and *OlliOlli World,* and Rockstar released *Grand Theft Auto: The Trilogy - The Definitive Edition* and *Grand Theft Auto V* and a standalone version of *Grand Theft Auto Online* for the PS5 and Xbox Series X|S*.*

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.

The increase in Cash and cash equivalents and Restricted cash and cash equivalents from March 31, 2021 was due primarily to (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 payments and (ii) Net cash provided by investing activities primarily related to net proceeds from available for sale securities changes in bank time deposits, partially offset primarily by our acquisition of Nordeus, and purchases of fixed assets including our acquisition of two office buildings in the U.K. (refer to [Note 22 - Acquisitions](#i5eb7319ae71743c2ad7826a0ce88602b_184)).

This net increase was partially offset by Net cash used in financing activities, which was primarily related to repurchase of our common stock and tax payments related to net share settlements of our restricted stock.

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

For the fiscal year ended March 31, 2022, Net Bookings decreased by $144.4 million as compared to the prior year due primarily to a decrease in Net Bookings from our *NBA 2K* franchise; our *PGA TOUR 2K* franchise, which benefited from the release of *PGA TOUR 2K21* in the prior year; and our *Mafia* franchise, which benefited from the releases of *Mafia: Definitive Editions* and *Mafia: Trilogy* in the prior year; and *The Outer Worlds*, which released in October 2020.

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.

| Net revenue | | | | | | $ | 3,504,800 | | | | | 100.0 | | % | | | | $ | 3,372,772 | | | | | 100.0 | | % | | | | $ | 3,088,970 | | | | | 100.0 | | % |

| Cost of goods sold | | | | | | 1,535,401 | | | | | | 43.8 | | % | | | | 1,535,085 | | | | | | 45.5 | | % | | | | 1,542,450 | | | | | | 49.9 | | % |

| Gross profit | | | | | | 1,969,399 | | | | | | 56.2 | | % | | | | 1,837,687 | | | | | | 54.5 | | % | | | | 1,546,520 | | | | | | 50.1 | | % |

| Selling and marketing | | | | | | 516,429 | | | | | | 14.7 | | % | | | | 444,985 | | | | | | 13.2 | | % | | | | 458,424 | | | | | | 14.8 | | % |

| General and administrative | | | | | | 510,855 | | | | | | 14.6 | | % | | | | 390,683 | | | | | | 11.6 | | % | | | | 318,235 | | | | | | 10.3 | | % |

| Research and development | | | | | | 406,566 | | | | | | 11.6 | | % | | | | 317,311 | | | | | | 9.4 | | % | | | | 296,398 | | | | | | 9.6 | | % |

| Business reorganization | | | | | | 849 | | | | | | — | | % | | | | (272) | | | | | | — | | % | | | | 83 | | | | | | — | | % |

| Total operating expenses | | | | | | 1,495,804 | | | | | | 42.7 | | % | | | | 1,208,303 | | | | | | 35.8 | | % | | | | 1,121,253 | | | | | | 36.3 | | % |

| Income from operations | | | | | | 473,595 | | | | | | 13.5 | | % | | | | 629,384 | | | | | | 18.7 | | % | | | | 425,267 | | | | | | 13.8 | | % |

We seek to manage our interest rate risk by maintaining a short-term investment portfolio that includes corporate bonds with high credit quality and maturities [added: of] less than two years.

As of March 31, [removed: 2022,] [added: 2023,] we had [removed: $820.1 million] [added: $187.0] of short-term investments, which included [removed: $688.3 million] [added: $145.2] of available-for-sale securities.

The available-for-sale securities were recorded at fair market value with unrealized gains or losses resulting from changes in fair value reported as a separate component of Accumulated other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax, in Stockholders' equity.

We also had [removed: $1,732.0 million] [added: $827.4] of cash and cash equivalents that are comprised primarily of money market [added: 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: 2022.][added: 2023.]

At March 31, [removed: 2022,] [added: 2023,] there were no outstanding borrowings under our [added: 2022] Credit Agreement.

For the fiscal years ended March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our foreign currency translation adjustment was a loss of [removed: $43.6 million] [added: $58.9] and a [removed: gain] [added: loss] of [removed: $51.3 million,] [added: $43.6,] respectively.

We recognized a foreign currency exchange transaction loss of [removed: $7.3 million,] [added: $31.8,] a [removed: gain] [added: loss] of [removed: $0.7 million,] [added: $7.3,] and a [removed: loss] [added: gain] of [removed: $3.6 million] [added: $0.7] for the fiscal years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively, in Interest and other, net in our Consolidated Statements of Operations.

At March 31, 2022, we had $75.8 [removed: million] of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and $132.8 [removed: 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.

At March 31, [removed: 2021,] [added: 2023,] we had [removed: $92.1 million] [added: $51.2] of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $140.5 million] [added: $224.3] 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] we recorded a [removed: gain] [added: loss] of [removed: $5.9 million,] [added: $15.1,] a [removed: loss] [added: gain] of [removed: $3.6 million,] [added: $5.9,] and a loss of [removed: $1.0 million,] [added: $3.6,] respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

As of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the fair value of these outstanding forward contracts was a [removed: loss] [added: gain] of [removed: $0.2 million] [added: $2.5] and a [removed: loss $0.1 million,] [added: gain of $0.2,] respectively, and is included in accrued and other current liabilities.

For the fiscal year ended March 31, [removed: 2022, 40.1%] [added: 2023, 37.2%] of our revenue was generated outside the United States.

Using sensitivity analysis, a hypothetical 10% increase in the value of the U.S. dollar against all currencies would decrease revenue by [removed: 4.0%,] [added: 3.7%,] while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenue by [removed: 4.0%.][added: 3.7%.]

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

Under our 2022 Credit Agreement, loans will bear interest at our election of (a) 0.000% to 0.625% above a certain base rate (8.00% at March 31, 2023) or (b) 1.000% to 1.625% above Secured Overnight Financing Rate ("SOFR"), approximately 4.80% at March 31, 2023, which are determined by the Company's credit rating.

funds and bank-time deposits.

Under our Credit Agreement, loans will bear interest at our election of (a) 0.250% to 0.750% above a certain base rate (3.50% at March 31, 2022) or (b) 1.125% to 1.750% above the LIBOR (approximately 0.45% at March 31, 2022), with the margin rate subject to the achievement of certain average liquidity levels.

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

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

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"), and mobile, including, smartphones and [removed: tablets ("Mobile").][added: tablets.]

Overview. [removed: We endeavor] [added: Our strategy is] to be the most creative, innovative, and efficient company in [removed: our] [added: the evolving interactive entertainment] industry.

[removed: We focus on building compelling entertainment franchises by publishing] [added: Rockstar Games. Rockstar Games' strategy is to develop] a [removed: select] [added: limited] number of titles [added: that are known] for [added: their quality and longevity in the market for] which [removed: we] [added: they] can create sequels and incremental revenue opportunities through virtual currency, add-on content, and in-game purchases.

We have established a portfolio of proprietary software content for the major hardware [added: and mobile] platforms in a wide range of genres, including action, adventure, family/casual, [added: hyper-casual,] role-playing, shooter, [removed: sports] [added: social casino, sports,] and strategy, which we distribute worldwide.

We have [removed: 6,042] [added: 8,894] employees working in game development in studios around the world, including some of the most well-known names in the business.

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

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

We [removed: and our subsidiaries] currently own the intellectual property rights to [removed: 30] [added: 44] proprietary brands.

[added: Our 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 Digitally-Delivered Content. Interactive [removed: entertainment] [added: entertainment,] played online and on [removed: Mobile,] [added: mobile,] presents [added: significant] opportunities to enhance our growth and profitability.

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

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

We are continuing to execute on our growth initiatives in Asia, where our strategy is to [added: build on our licensing relationships and also] broaden the distribution of our existing products and expand our online gaming presence, especially in China and South Korea.

We are [added: also] a direct publisher in Japan and South Korea.

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

As of March 31, [removed: 2022,] [added: 2023,] we had a research and development staff of [removed: 6,042] [added: 8,894] employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

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

We expect Rockstar Games, our wholly-owned publisher of the *Grand Theft Auto*, [added: *LA Noire*,] *Max Payne*, *Midnight Club*, *Red Dead Redemption*, and other popular franchises, to continue to be a leader in the action/adventure product category and to create groundbreaking entertainment.

We believe that Rockstar Games has established a uniquely original, [removed: popular] [added: 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: 375] [added: 395] million units worldwide.

[removed: The latest] [added: Our most recent] installment, *Grand Theft Auto V*, [added: which was released in 2013,] has sold-in over [removed: 160] [added: 180] 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: 40] [added: 50] million units worldwide to date.

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

Rockstar [removed: Game's] [added: Games'] titles are published across all key platforms, including [removed: Mobile.][added: mobile.]

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

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

2K also publishes externally developed franchises such as [removed: *Borderlands*.][added: *Borderlands* and *Tiny Tina's Wonderlands*.]

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

2K also publishes mobile titles, [removed: such as] [added: including] *WWE SuperCard*.

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

*Kerbal Space Program 2* [removed: is planned] [added: was released] for [removed: release] [added: early access] in fiscal year 2023.

Private Division also [added: previously] released *The Outer Worlds* and *Ancestors:* *The Humankind Odyssey*.

[removed: T2 Mobile Games] [added: Zynga. Our Zynga label, which includes our former] T2 Mobile Games [removed: includes] [added: label (which included] Socialpoint, Playdots, and [removed: Nordeus, which publish] [added: Nordeus) publishes] 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.

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

[removed: *NBA 2K Online*, our free-to-play NBA simulation game that is based on the console edition of *NBA 2K*,] which was co-developed by 2K and Tencent, is the top online PC sports game in China with over [removed: 56] [added: 60] million registered users.

We have expanded our relationship with the NBA through the *NBA 2K [removed: League*.][added: League*, a groundbreaking competitive gaming league jointly owned by us and the NBA.]

We also enter into content license agreements, such as those with sports leagues, players associations, [added: copyrighted fictional characters and entertainment brands, car manufacturers,] music [removed: labels] [added: labels,] and musicians.

These licenses are typically limited to [added: the] use of the licensed rights in products for specific time periods.

Platform manufacturers, such as Sony, Microsoft, and Nintendo, either manufacture or control the selection of approved manufacturers of [added: physical copies of] software products sold for use on their respective hardware platforms.

*Zynga Acquisition.* On May 23, 2022, we completed our acquisition of Zynga Inc. ("Zynga"), a global leader in interactive entertainment that develops, markets, and operates social games as live services played on mobile platforms, with a mission to connect the world through games.

Refer to [Note](#i588eeabd06744cd08271f41c27844081_184) [2](#i588eeabd06744cd08271f41c27844081_184)[0](#i588eeabd06744cd08271f41c27844081_184) [- Acquisitions](#i588eeabd06744cd08271f41c27844081_184) for additional information.

Also, in connection with the Zynga Acquisition, we entered into several debt transactions (refer to [Note](#i588eeabd06744cd08271f41c27844081_154) [11](#i588eeabd06744cd08271f41c27844081_154) [- Debt](#i588eeabd06744cd08271f41c27844081_154)).

Subsequent to our fiscal year end, in April 2023, we issued additional bonds and paid off our Term Loan (refer to [Note 2](#i588eeabd06744cd08271f41c27844081_1726)[1](#i588eeabd06744cd08271f41c27844081_1726) [- Subseq](#i588eeabd06744cd08271f41c27844081_1726)[uent](#i588eeabd06744cd08271f41c27844081_1726) [Events](#i588eeabd06744cd08271f41c27844081_1726)).

With our diverse portfolio that spans all key platforms and numerous genres, we strive to create the highest quality, most engaging interactive entertainment franchises and captivate our global audience.

In addition, Private Division is dedicated to bringing titles from top independent developers to market.

Our teams balance the art and science of game making by combining creative innovation with a player-centric, data driven approach to delight players.

Our first such title, *NBA 2K Online*, a free-to-play NBA simulation game based on the console edition of *NBA 2K*,

We derive substantially all of our revenue from the sale of our interactive entertainment content, which includes the sale of internally developed software titles and software titles developed by third parties, the sale of in-game virtual items and advertising, and live services on console, PC, and mobile.

We also generate revenue from advertising within our software products.

In recent years, 2K has expanded its offerings to include several new franchises that are expected to diversify its slate of games and provide opportunities for sequels and post-launch monetization.

Zynga's strategy is to have numerous games in concept development and to determine which titles are best suited for soft launch and worldwide launch based on the achievement of various milestones and KPI thresholds.

Zynga's diverse portfolio of popular game franchises has been downloaded more than 6 billion times, including *CSR Racing*, *Dragon City*, *Empires & Puzzles*, *FarmVille*, *Golf Rival*, *Harry Potter: Puzzles & Spells*, *Merge Dragons*, *Merge Magic*, *Monster Legends*, *Toon Blast*, *Top Eleven*, *Toy Blast*, *Two Dots*, *Words With Friends*, *Zynga Poker*, and a high volume of hyper-casual mobile titles, including *Fill the Fridge!,* *Parking Jam 3D*, *Pressure Washing Run*, and *Pull the Pin*.

Zynga is also an industry-leading next-generation platform with the ability to acquire new users, cross-promote games, apply live services content updates, and optimize programmatic advertising and yields at scale through Chartboost, its leading mobile advertising and monetization platform.

The agreements require us to submit products to Microsoft for approval and to make royalty

We also sell advertising within a number of our games.

Our advertising offerings provide creative ways for marketers and advertisers to reach and engage with our players and are generally essential for our free-to-play titles.

Our advertising offerings include banner and interstitial advertisements, engagement advertisements and offers in which players can participate in watch-to-earn engagements or other offer engagements, branded virtual items and sponsorships that integrate relevant advertising and messaging within game play, and advertising networks through which we offer a unified advertising platform that includes a demand side platform and supply side platform, as well as mediation capabilities.

Marketing is particularly important for our mobile titles to build a large community of players.

- We have been able to build a large community of players, particularly for mobile titles, through players discovering of our games in platform storefronts, the viral and social features built into the network effects of our games, as well as the cross-promotion of our games to our existing audience.

However, we also acquire our players through paid

advertising channels.

We advertise our mobile games primarily within other mobile applications and on social networks, often through in-app and other advertising partners such as Facebook and Google.

While the repercussions of COVID-19 continue to be felt across the industry, over the past year, more of our employees have returned to office, and we are supporting a hybrid work environment within many teams.

This evolving approach to the workplace presents new challenges for managing teams and supporting employees.

The creative teams at our labels are

*Environmental, Social, and Governance (ESG).* We recognize the synergies between corporate citizenship and smart business and are committed to focusing on, and measuring, the impact of our ESG activities, which are rooted in our core tenets of creativity, innovation, and efficiency.

We believe ESG creates value for all stakeholders, employees and customers while also helping to mitigate risks, reduce costs, protect brand value, and identify market opportunities.

We have an organization-wide ESG committee, overseen by the Board of Directors, to lead our ESG efforts.

Through this committee, we developed a comprehensive, five-pillar ESG framework that reflects our top priority issues and stakeholder needs.

In 2022, we made significant progress in managing our ESG performance.

We are dedicated to driving positive change across our industry and society through our ESG efforts.

fitness reimbursement, mental health benefits, mental health awareness training for Human Resources personnel and managers throughout the Company, and charitable giving with a company match.

*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 core strategy is to capitalize on the popularity of video games by developing and publishing high-quality interactive entertainment experiences across a range of genres.

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

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

Our product investment review process

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

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

We intend to continue to build on our licensing relationships and also continue to expand on distribution strategies to grow our international business.

Our revenue is primarily derived from the sale of internally developed software titles and software titles developed by third parties.

Rockstar Games is also well known for developing brands in other

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

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.

We are continuing to execute on our growth initiatives in Asia, where our strategy is to broaden the distribution of our existing products and establish an online gaming presence, especially in China and South Korea.

This groundbreaking competitive gaming league is jointly owned by us and the NBA and consists of teams operated by actual NBA franchises.

The *NBA 2K League* follows a professional sports league format: head-to-head competition throughout a regular season, followed by a bracketed playoff system and a finals match-up.

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

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*, *OlliOlli World*, *Red Dead*, *Sid Meier's Civilization*, *Top Eleven*, *Two Dots*, and *XCOM*.

Our top customers include, among others, Sony, Microsoft, Steam, GameStop, Epic, Apple, and Google.

Product Procurement

We procure products from suppliers principally using standard purchase orders based on our assessment of market demand.

We carry inventory quantities that we believe are necessary to provide rapid response to retailer and distributor orders.

We utilize electronic data interchange with many of our customers to enhance the efficiency of placing and shipping orders and receiving payments.

Refer to [Note [removed: 15 -] [added: 1](#i588eeabd06744cd08271f41c27844081_163)[4](#i588eeabd06744cd08271f41c27844081_163) [-] Commitments and [removed: Contingencies](#i5eb7319ae71743c2ad7826a0ce88602b_163)] [added: Contingencies](#i588eeabd06744cd08271f41c27844081_163)] to our Consolidated Financial Statements for disclosures regarding our legal proceedings.

| | | | For the fiscal year ended March 31, [removed: 2022] [added: 2023] | | |

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: $17,527,063,287.][added: $17,945,841,641.]

As of May 5, [removed: 2022,] [added: 2023,] there were [removed: 115,808,814] [added: 169,333,577] shares of the Registrant's Common Stock outstanding, net of treasury stock.

Portions of the registrant's definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders

| [Item [removed: 1](#i5eb7319ae71743c2ad7826a0ce88602b_16).] [added: 1](#i588eeabd06744cd08271f41c27844081_16).] | | | [removed: [Business](#i5eb7319ae71743c2ad7826a0ce88602b_16)] [added: [Business](#i588eeabd06744cd08271f41c27844081_16)] | | | [removed: [1](#i5eb7319ae71743c2ad7826a0ce88602b_16)] [added: [1](#i588eeabd06744cd08271f41c27844081_16)] | | |

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| [Item [removed: 3.](#i5eb7319ae71743c2ad7826a0ce88602b_28)] [added: 3.](#i588eeabd06744cd08271f41c27844081_28)] | | | [Legal [removed: Proceedings](#i5eb7319ae71743c2ad7826a0ce88602b_28)] [added: Proceedings](#i588eeabd06744cd08271f41c27844081_28)] | | | [removed: [27](#i5eb7319ae71743c2ad7826a0ce88602b_28)] [added: [32](#i588eeabd06744cd08271f41c27844081_28)] | | |

| [Item [removed: 4.](#i5eb7319ae71743c2ad7826a0ce88602b_31)] [added: 4.](#i588eeabd06744cd08271f41c27844081_31)] | | | [Mine Safety [removed: Disclosures](#i5eb7319ae71743c2ad7826a0ce88602b_31)] [added: Disclosures](#i588eeabd06744cd08271f41c27844081_31)] | | | [removed: [27](#i5eb7319ae71743c2ad7826a0ce88602b_31)] [added: [32](#i588eeabd06744cd08271f41c27844081_31)] | | |

| [Item [removed: 5.](#i5eb7319ae71743c2ad7826a0ce88602b_37)] [added: 5.](#i588eeabd06744cd08271f41c27844081_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5eb7319ae71743c2ad7826a0ce88602b_37)] [added: Securities](#i588eeabd06744cd08271f41c27844081_37)] | | | [removed: [28](#i5eb7319ae71743c2ad7826a0ce88602b_37)] [added: [33](#i588eeabd06744cd08271f41c27844081_37)] | | |

| [Item [removed: 7.](#i5eb7319ae71743c2ad7826a0ce88602b_46)] [added: 7.](#i588eeabd06744cd08271f41c27844081_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5eb7319ae71743c2ad7826a0ce88602b_46)] [added: Operations](#i588eeabd06744cd08271f41c27844081_46)] | | | [removed: [30](#i5eb7319ae71743c2ad7826a0ce88602b_46)] [added: [33](#i588eeabd06744cd08271f41c27844081_46)] | | |

| [Item [removed: 7A.](#i5eb7319ae71743c2ad7826a0ce88602b_55)] [added: 7A.](#i588eeabd06744cd08271f41c27844081_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5eb7319ae71743c2ad7826a0ce88602b_55)] [added: Risk](#i588eeabd06744cd08271f41c27844081_55)] | | | [removed: [40](#i5eb7319ae71743c2ad7826a0ce88602b_55)] [added: [45](#i588eeabd06744cd08271f41c27844081_55)] | | |

| [Item [removed: 8.](#i5eb7319ae71743c2ad7826a0ce88602b_58)] [added: 8.](#i588eeabd06744cd08271f41c27844081_58)] | | | [Financial Statements and Supplementary [removed: Data](#i5eb7319ae71743c2ad7826a0ce88602b_58)] [added: Data](#i588eeabd06744cd08271f41c27844081_58)] | | | [removed: [41](#i5eb7319ae71743c2ad7826a0ce88602b_58)] [added: [46](#i588eeabd06744cd08271f41c27844081_58)] | | |

| [Item [removed: 9.](#i5eb7319ae71743c2ad7826a0ce88602b_61)] [added: 9.](#i588eeabd06744cd08271f41c27844081_61)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5eb7319ae71743c2ad7826a0ce88602b_61)] [added: Disclosure](#i588eeabd06744cd08271f41c27844081_61)] | | | [removed: [41](#i5eb7319ae71743c2ad7826a0ce88602b_61)] [added: [46](#i588eeabd06744cd08271f41c27844081_61)] | | |

| [Item [removed: 9A.](#i5eb7319ae71743c2ad7826a0ce88602b_64)] [added: 9A.](#i588eeabd06744cd08271f41c27844081_64)] | | | [Controls and [removed: Procedures](#i5eb7319ae71743c2ad7826a0ce88602b_64)] [added: Procedures](#i588eeabd06744cd08271f41c27844081_64)] | | | [removed: [42](#i5eb7319ae71743c2ad7826a0ce88602b_64)] [added: [46](#i588eeabd06744cd08271f41c27844081_64)] | | |

| [Item [removed: 9B.](#i5eb7319ae71743c2ad7826a0ce88602b_67)] [added: 9B.](#i588eeabd06744cd08271f41c27844081_67)] | | | [Other [removed: Information](#i5eb7319ae71743c2ad7826a0ce88602b_67)] [added: Information](#i588eeabd06744cd08271f41c27844081_67)] | | | [removed: [42](#i5eb7319ae71743c2ad7826a0ce88602b_67)] [added: [47](#i588eeabd06744cd08271f41c27844081_67)] | | |

| [PART [removed: III](#i5eb7319ae71743c2ad7826a0ce88602b_70)] [added: III](#i588eeabd06744cd08271f41c27844081_70)] | | | | | | | | |

| [Item [removed: 10.](#i5eb7319ae71743c2ad7826a0ce88602b_73)] [added: 10.](#i588eeabd06744cd08271f41c27844081_73)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5eb7319ae71743c2ad7826a0ce88602b_73)] [added: Governance](#i588eeabd06744cd08271f41c27844081_73)] | | | [removed: [43](#i5eb7319ae71743c2ad7826a0ce88602b_73)] [added: [48](#i588eeabd06744cd08271f41c27844081_73)] | | |

| [Item [removed: 11.](#i5eb7319ae71743c2ad7826a0ce88602b_76)] [added: 11.](#i588eeabd06744cd08271f41c27844081_76)] | | | [Executive [removed: Compensation](#i5eb7319ae71743c2ad7826a0ce88602b_76)] [added: Compensation](#i588eeabd06744cd08271f41c27844081_76)] | | | [removed: [43](#i5eb7319ae71743c2ad7826a0ce88602b_76)] [added: [48](#i588eeabd06744cd08271f41c27844081_76)] | | |

| [Item [removed: 12.](#i5eb7319ae71743c2ad7826a0ce88602b_79)] [added: 12.](#i588eeabd06744cd08271f41c27844081_79)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5eb7319ae71743c2ad7826a0ce88602b_79)] [added: Matters](#i588eeabd06744cd08271f41c27844081_79)] | | | [removed: [43](#i5eb7319ae71743c2ad7826a0ce88602b_79)] [added: [48](#i588eeabd06744cd08271f41c27844081_79)] | | |

| [Item [removed: 13.](#i5eb7319ae71743c2ad7826a0ce88602b_82)] [added: 13.](#i588eeabd06744cd08271f41c27844081_82)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5eb7319ae71743c2ad7826a0ce88602b_82)] [added: Independence](#i588eeabd06744cd08271f41c27844081_82)] | | | [removed: [43](#i5eb7319ae71743c2ad7826a0ce88602b_82)] [added: [48](#i588eeabd06744cd08271f41c27844081_82)] | | |

| [Item [removed: 14.](#i5eb7319ae71743c2ad7826a0ce88602b_85)] [added: 14.](#i588eeabd06744cd08271f41c27844081_85)] | | | [Principal Accounting Fees and [removed: Services](#i5eb7319ae71743c2ad7826a0ce88602b_85)] [added: Services](#i588eeabd06744cd08271f41c27844081_85)] | | | [removed: [43](#i5eb7319ae71743c2ad7826a0ce88602b_85)] [added: [48](#i588eeabd06744cd08271f41c27844081_85)] | | |

| [Item [removed: 15.](#i5eb7319ae71743c2ad7826a0ce88602b_91)] [added: 15.](#i588eeabd06744cd08271f41c27844081_91)] | | | [Exhibits, Financial Statement [removed: Schedules](#i5eb7319ae71743c2ad7826a0ce88602b_91)] [added: Schedules](#i588eeabd06744cd08271f41c27844081_91)] | | | [removed: [44](#i5eb7319ae71743c2ad7826a0ce88602b_91)] [added: [49](#i588eeabd06744cd08271f41c27844081_91)] | | |

| [Item [removed: 16.](#i5eb7319ae71743c2ad7826a0ce88602b_94)] [added: 16.](#i588eeabd06744cd08271f41c27844081_94)] | | | [Form 10-K [removed: Summary](#i5eb7319ae71743c2ad7826a0ce88602b_94)] [added: Summary](#i588eeabd06744cd08271f41c27844081_94)] | | | [removed: [48](#i5eb7319ae71743c2ad7826a0ce88602b_94)] [added: [53](#i588eeabd06744cd08271f41c27844081_94)] | | |

| | | | [Index to Financial [removed: Statements](#i5eb7319ae71743c2ad7826a0ce88602b_97)] [added: Statements](#i588eeabd06744cd08271f41c27844081_97)] | | | [removed: [49](#i5eb7319ae71743c2ad7826a0ce88602b_97)] [added: [54](#i588eeabd06744cd08271f41c27844081_97)] | | |

*The statements contained herein, which are not historical facts, including statements relating to [removed: our proposed acquisition of Zynga Inc. ("Zynga"),] [added: Take-Two Interactive Software, Inc.'s ("Take-Two," the "Company," "we," "us," or similar pronouns) outlook,] 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 [removed: Take-Two Interactive Software, Inc.'s ("Take-Two," the "Company," "we," "us," or similar pronouns)] [added: our] 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 [added: risks relating to our combination with Zynga Inc. (the "Zynga Acquisition"), such as] the [added: ability company to retain key personnel subsequent to the Zynga Acquisition; 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 [removed: retailers, including digital storefronts and platform partners,] [added: retailers] and distributors; the effects of the COVID-19 pandemic on [added: both] consumer demand and the discretionary spending patterns of our [removed: customers as the situation with] [added: customers;] the [removed: pandemic continues to evolve;] [added: risks of conducting business internationally;] the impact of [removed: reductions] [added: changes] in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio; the impact of [removed: potential] inflation; volatility in foreign currency exchange rates; [removed: 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 [removed: or Zynga's respective stockholder approval or the failure to satisfy other conditions to completion of the proposed acquisition,] [added: dependence] on [removed: 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] [added: key] management [removed: teams of Take-Two] and [removed: Zynga from their respective ongoing business operations; the] [added: product development personnel; our dependence on our NBA 2K and Grand Theft Auto products and our] ability [removed: of either Take-Two, Zynga or the combined company] to [removed: retain key personnel; the] [added: develop other hit titles; our] ability to [removed: realize the benefits of the proposed acquisition, including Net Bookings] [added: leverage] opportunities [added: on PlayStation®5] and [removed: 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;] [added: Xbox Series X|S; factors affecting our mobile business, such as player acquisition costs;] the [removed: amount] [added: timely release and significant market acceptance] of [added: our games;] the [removed: costs, fees, expenses and charges related] [added: ability] to [removed: the proposed acquisition;] [added: maintain acceptable pricing levels on our games; and] other risks included herein; as well as, but not limited to, the risks and uncertainties discussed under the heading "[Risk [removed: Factors](http://www.sec.gov/ix?doc=/Archives/edgar/data/946581/000162828021010627/ttwo-20210331.htm#id55210c8f40244b886767e1bec81de64_19)"] [added: Factors](#i588eeabd06744cd08271f41c27844081_19)"] included in Part I, Item 1A herein.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [PART I](#i588eeabd06744cd08271f41c27844081_13) | | | | | | | | |

| [PART II](#i588eeabd06744cd08271f41c27844081_34) | | | | | | | | |

| [Item 6.](#i588eeabd06744cd08271f41c27844081_40) | | | [\[Reserved\]](#i588eeabd06744cd08271f41c27844081_40) | | | [33](#i588eeabd06744cd08271f41c27844081_40) | | |

| [Item 9](#i588eeabd06744cd08271f41c27844081_1793)[C.](#i588eeabd06744cd08271f41c27844081_1793) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i588eeabd06744cd08271f41c27844081_1793) | | | [47](#i588eeabd06744cd08271f41c27844081_1793) | | |

| [PART IV](#i588eeabd06744cd08271f41c27844081_88) | | | | | | | | |

| | | | [Signatures](#i588eeabd06744cd08271f41c27844081_190) | | | [104](#i588eeabd06744cd08271f41c27844081_190) | | |

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

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

| [Item 6.](#i5eb7319ae71743c2ad7826a0ce88602b_40) | | | [Selected Financial Data](#i5eb7319ae71743c2ad7826a0ce88602b_40) | | | [30](#i5eb7319ae71743c2ad7826a0ce88602b_40) | | |

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

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

We also lease approximately 64,000 square feet of space under a lease expiring in March [removed: 2023] [added: 2030] at 622 Broadway, New York, New York.

The lease expires in [removed: June 2023] [added: October 2033] with respect to approximately 59,000 square feet and July 2025 with respect to approximately 64,000 square feet.

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

For information regarding our lease commitments, see [Note [removed: 14 - Leases](#i5eb7319ae71743c2ad7826a0ce88602b_160)] [added: 1](#i588eeabd06744cd08271f41c27844081_160)[3](#i588eeabd06744cd08271f41c27844081_160) [- Leases](#i588eeabd06744cd08271f41c27844081_160)] to our Consolidated Financial Statements.

Zynga corporate office occupy approximately 62,000 square feet of leased office space in San Mateo, California.

The lease expires in June 2032.

In addition, Zynga leases approximately 185,000 square feet for its former corporate headquarters located in San Francisco, California, which is now closed.

The lease expires in June 2031.

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: 54] [added: 345] as of May 5, [removed: 2022.][added: 2023.]

See "Liquidity and Capital Resources" under [removed: Item 7] [added: [Item 7](#i588eeabd06744cd08271f41c27844081_46)] for additional information on our Credit Agreement.

The table setting forth this information is included in [removed: Part] [added: [Part] III—Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.][added: Matters](#i588eeabd06744cd08271f41c27844081_79).]

*Share Repurchase Program*—Our Board of Directors has authorized the repurchase of up to [removed: 21,659,976] [added: 21.7] shares of our common stock.

During the fiscal years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] we repurchased [removed: 1,260,447, 0,] [added: 0.0, 1.3,] and [removed: 0] [added: 0.0] shares of our common stock in the open market, respectively, for [removed: $200.0 million, $0.0 million,] [added: $0.0, $200.0,] and [removed: $0.0 million,] [added: $0.0,] respectively, including commissions, as part of the program.

As of March 31, [removed: 2022,] [added: 2023,] we had repurchased a total of [removed: 11,659,976] [added: 11.7] shares of our common stock under the program, and [removed: 10,000,000] [added: 10.0] 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: 2022:][added: 2023:]

| January 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| February 1 - 28, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| March 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

*Stock Performance Graph*

This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933.

The following line graph compares, from March 31, 2017 through March 31, 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, 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.

We have not paid any cash dividends and, therefore, our cumulative total return calculation is based solely upon stock price appreciation and not upon reinvestment of cash dividends.

Historical stock price is not necessarily indicative of future stock price performance.

Comparison of 5 Year Cumulative Total Return*

Among Take-Two Interactive Software, Inc., the NASDAQ Composite Index and a Peer Group

March 2022


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

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

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

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

| | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 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 | | |

Not applicable

We provide details of our valuation and qualifying accounts in [removed: [Note 21 -] [added: [Note](#i588eeabd06744cd08271f41c27844081_181) [19](#i588eeabd06744cd08271f41c27844081_181) [-] Supplementary Financial [removed: Information](#i5eb7319ae71743c2ad7826a0ce88602b_181)] [added: Information](#i588eeabd06744cd08271f41c27844081_181)] to our Consolidated Financial Statements.

[removed: Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to reasonably ensure that information required to be disclosed in] our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms 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.

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

In accordance with SEC guidance, our [removed: management’s] [added: management's] assessment of [removed: and conclusion on] the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Nordeus,] [added: Popcore,] which we acquired in [removed: June 2021] [added: November 2022] and is included in the March 31, [removed: 2022] [added: 2023] Consolidated Financial [removed: Statements and constituted 5.6% of consolidated total assets as of March 31, 2022.][added: Statements.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2022,] [added: 2023,] 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.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to reasonably ensure that information required to be disclosed in

The acquired business constituted 1.7% of consolidated total assets as of March 31, 2023.

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

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

On June 1, 2021, we acquired Nordeus.

We are currently in the process of incorporating the internal controls and procedures of 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, 2023.

PART III

Not applicable.

PART III

The information required by this Item is incorporated herein by reference to the sections entitled "Proposal 1—Election of Directors" and "Executive Compensation—Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held in [removed: 2022.][added: 2023.]

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: 2022).][added: 2023).]

See Index to Financial Statements on page [removed: [49](#i5eb7319ae71743c2ad7826a0ce88602b_97)] [added: [54](#i588eeabd06744cd08271f41c27844081_97)] of this Report.

See [removed: [Note 21 -] [added: [Note](#i588eeabd06744cd08271f41c27844081_181) [19](#i588eeabd06744cd08271f41c27844081_181) [-] Supplementary Financial [removed: Information](#i5eb7319ae71743c2ad7826a0ce88602b_181)] [added: Information](#i588eeabd06744cd08271f41c27844081_181)] to our Consolidated Financial Statements.

| 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. [removed: 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] [added: and Zynga] Inc.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex21.htm) † | | | | | | 8-K | | | | | | 1/10/2022 | | | | | | 2.1 | | | | | | | | |

| [removed: 2.4] [added: 10.32] | | | | | | [removed: [Take-Two] [added: [Management Agreement, dated as of May 3, 2022, by and between Take-Two] Interactive Software, Inc. [removed: Voting Agreement](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522073594/d420326ds4.htm#anxf1)] [added: and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522141376/d356480dex101.htm)] | | | | | | [removed: S-4] [added: 8-K] | | | | | | [removed: 3/14/2022] [added: 5/5/2022] | | | | | | [removed: 2.3] [added: 10.1] | | | | | | | | |

| 3.4 | | | | | | [Take-Two Interactive Software, Inc.'s [removed: Third] [added: Fourth] Amended and Restated By-Laws, as adopted and effective on January [removed: 9, 2022](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex31.htm)] [added: 4, 2023](https://www.sec.gov/Archives/edgar/data/946581/000162828023000631/fourthamendedandrestatedby.htm)] | | | | | | 8-K | | | | | | [removed: 1/10/2022] [added: 1/6/2023] | | | | | | 3.1 | | | | | | | | |

| [removed: 4.7] [added: 4.9] | | | | | | [Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)[3](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 | | | | | | | | |

| [removed: 4.8] [added: 4.10] | | | | | | [Form of Global Note representing 3.550% Senior Notes due 2025 (included as part of Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)[4](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 | | | | | | | | |

| [removed: 4.9] [added: 4.11] | | | | | | [Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)[5](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 | | | | | | | | |

| [removed: 4.10] [added: 4.12] | | | | | | [Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)[6](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 | | | | | | | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017](http://www.sec.gov/Archives/edgar/data/946581/000119312517238644/d330685ddef14a.htm#tx330685_37)+ | | | | | | 14A | | | | | | 7/27/2017 | | | | | | Annex C | | | | | | | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, 2019](http://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-10132ndamendedandrestat.htm)+ | | | | | | 10-K | | | | | | 5/14/2019 | | | | | | 10.13 | | | | | | | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Form of Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x4.htm)+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.16] [added: 10.17] | | | | | | [Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x5.htm)+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.5 | | | | | | | | |

| [removed: 10.17] [added: 10.18] | | | | | | [Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x6.htm)+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.6 | | | | | | | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Form of Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x7.htm)+ | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | 10.7 | | | | | | | | |

| [removed: 10.19] [added: 10.20] | | | | | | [Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000110465910028475/a10-10145_1ex10d1.htm)+ | | | | | | 8-K | | | | | | 5/14/2010 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.20] [added: 10.21] | | | | | | [First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000110465910053523/a10-19838_1ex10d1.htm)+ | | | | | | 8-K | | | | | | 10/25/2010 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000104746912009896/a2211465zex-10_6.htm)+ | | | | | | 10-Q | | | | | | 10/31/2012 | | | | | | 10.6 | | | | | | | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein](http://www.sec.gov/Archives/edgar/data/946581/000162828018010376/a063018ttwoex-10x2.htm)+ | | | | | | 10-Q | | | | | | 8/3/2018 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.23] [added: 10.24] | | | | | | [Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff](http://www.sec.gov/Archives/edgar/data/946581/000114420408009931/v103944_ex10-3.htm)+ | | | | | | 8-K | | | | | | 2/15/2008 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.24] [added: 10.25] | | | | | | [Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson](http://www.sec.gov/Archives/edgar/data/946581/000104746915000639/a2222916zex-10_1.htm)+ | | | | | | 10-Q | | | | | | 2/6/2015 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.25] [added: 10.26] | | | | | | [Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465917069999/a17-27361_1ex10d1.htm)+ | | | | | | 8-K | | | | | | 11/22/2017 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.26] [added: 10.27] | | | | | | [Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465918023988/a18-9988_1ex10d2.htm)+ | | | | | | S-3 ASR | | | | | | 4/13/2018 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.27] [added: 10.28] | | | | | | [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 | | | | | | | | |

| [removed: 10.28] [added: 10.29] | | | | | | [Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm) + | | | | | | S-3 ASR | | | | | | 4/13/2020 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.29] [added: 10.30] | | | | | | [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 | | | | | | | | |

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

| [removed: 10.31] [added: 10.44] | | | | | | [removed: [Management] [added: [Xbox Console Publisher License] Agreement, dated as of [removed: May 3, 2022,] [added: July 1, 2020,] by and between Take-Two Interactive Software, Inc. and [removed: ZelnickMedia Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522141376/d356480dex101.htm)] [added: Microsoft Corporation](http://www.sec.gov/Archives/edgar/data/0000946581/000162828020015824/xboxagreement.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 5/05/2022] [added: 11/6/2020] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.32] [added: 10.36] | | | | | | [Credit Agreement, dated as of [removed: February 8, 2019,] [added: May 23, 2022,] by and among Take-Two Interactive Software, Inc., [removed: the lender parties thereto, Wells Fargo] [added: JPMorgan Chase] Bank, [removed: National Association, as administrative agent for the Lenders,] [added: N.A.,] Wells Fargo Securities, [removed: LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners,] [added: LLC, BOFA Securities, Inc.] and [removed: JPMorgan Chase Bank, N.A. as syndication agent](http://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-1035taketwocreditagreem.htm)] [added: BNP Paribas](https://www.sec.gov/Archives/edgar/data/946581/000119312522160004/d306239dex101.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 5/14/2019] [added: 5/26/2022] | | | | | | [removed: 10.35] [added: 10.1] | | | | | | | | |

| [removed: 10.34] [added: 10.37] | | | | | | [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: 10.35] [added: 10.38] | | | | | | [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: 10.36] [added: 10.39] | | | | | | [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: 10.37] [added: 10.40] | | | | | | [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: 10.38] [added: 10.41] | | | | | | [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: 10.39] [added: 10.42] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company](http://www.sec.gov/Archives/edgar/data/946581/000104746914008670/a2221879zex-10_1.htm)* | | | | | | 10-Q | | | | | | 10/30/2014 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.40] [added: 10.43] | | | | | | [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 | | | | | | | | |

| [removed: 10.42] [added: 10.45] | | | | | | [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: 10.43] [added: 10.46] | | | | | | [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 | | | | | | | | |

| 10.48 | | | | | | [removed: [Ninth Lease Modification Agreement,] [added: [First Amendment to Lease,] dated as of [removed: December 15, 2015,] [added: July 25, 2018] by and between Take-Two Interactive Software, Inc. and [removed: Moklam Enterprises, Inc.](http://www.sec.gov/Archives/edgar/data/946581/000104746916010014/a2227207zex-10_1.htm)] [added: DOLP 1133 Properties II LLC](http://www.sec.gov/Archives/edgar/data/946581/000162828018013920/a093018ttwoex-10x1.htm)] | | | | | | 10-Q | | | | | | [removed: 2/4/2016] [added: 11/8/2018] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.49] [added: 10.47] | | | | | | [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 | | | | | | | | |

| 3.1.5 | | | | | | [Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 2022](https://www.sec.gov/Archives/edgar/data/946581/000119312522160004/d306239dex31.htm) | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | 3.1 | | | | | | | | |

| 4.7 | | | | | | [Fifth Supplemental Indenture, dated as of April 14, 2023, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex41.htm) | | | | | | 8-K | | | | | | 4/14/2023 | | | | | | 4.1 | | | | | | | | |

| 4.8 | | | | | | [Sixth Supplemental Indenture, dated as of April 14, 2023, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex42.htm) | | | | | | 8-K | | | | | | 4/14/2023 | | | | | | 4.2 | | | | | | | | |

| 4.13 | | | | | | [Form of Global Note representing 5.000% Senior Notes due 2026 (included as part of Exhibit 4.7)](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex41.htm) | | | | | | 8-K | | | | | | 4/14/2023 | | | | | | 4.3 | | | | | | | | |

| 4.14 | | | | | | [Form of Global Note representing 4.950% Senior Notes due 2028 (included as part of Exhibit 4.8)](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex42.htm) | | | | | | 8-K | | | | | | 4/14/2023 | | | | | | 4.4 | | | | | | | | |

| 4.15 | | | | | | [First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.](https://www.sec.gov/Archives/edgar/data/1439404/000119312522156900/d303776dex41.htm) | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | 4.1 | | | | | | | | |

| 4.16 | | | | | | [First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.](https://www.sec.gov/Archives/edgar/data/1439404/000119312522156900/d303776dex42.htm) | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | 4.2 | | | | | | | | |

| 10.13 | | | | | | [Amendment to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+](https://www.sec.gov/Archives/edgar/data/946581/000119312522167435/d310210dex992.htm) | | | | | | S-8 | | | | | | 6/3/2022 | | | | | | 99.2 | | | | | | | | |

| 10.33 | | | | | | [Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P. +](https://www.sec.gov/Archives/edgar/data/946581/000162828022021685/a06302022ttwoex-103.htm) | | | | | | 10-Q | | | | | | 8/9/2023 | | | | | | 10.3 | | | | | | | | |

| 10.34 | | | | | | [Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P. +](https://www.sec.gov/Archives/edgar/data/946581/000162828022021685/a06302022ttwoex-104.htm) | | | | | | 10-Q | | | | | | 8/9/2023 | | | | | | 10.4 | | | | | | | | |

| 10.35 | | | | | | [Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P. +](https://www.sec.gov/Archives/edgar/data/946581/000162828022021685/a06302022ttwoex-105.htm) | | | | | | 10-Q | | | | | | 8/9/2023 | | | | | | 10.5 | | | | | | | | |

| 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 | | | | | | | | |

| 2.5 | | | | | | [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 | | | | | | | | |

| 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 | | | | | | | | |

| 10.41 | | | | | | [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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | | | | | | | |

[removed: FISCAL YEAR ENDED MARCH 31, 2022][added: | | | | | | | Fiscal Year Ended March 31, | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i5eb7319ae71743c2ad7826a0ce88602b_100)] [added: Firm](#i588eeabd06744cd08271f41c27844081_100)] (Ernst & Young LLP, New York, New York, PCAOB ID 42) | | | [removed: [50](#i5eb7319ae71743c2ad7826a0ce88602b_100)] [added: [55](#i588eeabd06744cd08271f41c27844081_100)] | | |

| [Consolidated Balance [removed: Sheets](#i5eb7319ae71743c2ad7826a0ce88602b_103)—At] [added: Sheets](#i588eeabd06744cd08271f41c27844081_103)—At] March 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [54](#i5eb7319ae71743c2ad7826a0ce88602b_103)] [added: [59](#i588eeabd06744cd08271f41c27844081_103)] | | |

| [Consolidated Statements of [removed: Operations](#i5eb7319ae71743c2ad7826a0ce88602b_106)—For] [added: Operations](#i588eeabd06744cd08271f41c27844081_106)—For] the fiscal years ended March 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [55](#i5eb7319ae71743c2ad7826a0ce88602b_106)] [added: [60](#i588eeabd06744cd08271f41c27844081_106)] | | |

| [Consolidated Statements of [removed: Comprehensive Income](#i5eb7319ae71743c2ad7826a0ce88602b_109)—For] [added: Comprehensive](#i588eeabd06744cd08271f41c27844081_109) [(Loss)](#i588eeabd06744cd08271f41c27844081_109) [Income](#i588eeabd06744cd08271f41c27844081_109)—For] the fiscal years ended March 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [56](#i5eb7319ae71743c2ad7826a0ce88602b_109)] [added: [61](#i588eeabd06744cd08271f41c27844081_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5eb7319ae71743c2ad7826a0ce88602b_112)—For] [added: Flows](#i588eeabd06744cd08271f41c27844081_112)—For] the fiscal years ended March 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [57](#i5eb7319ae71743c2ad7826a0ce88602b_112)] [added: [62](#i588eeabd06744cd08271f41c27844081_112)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i5eb7319ae71743c2ad7826a0ce88602b_115)—For] [added: Equity](#i588eeabd06744cd08271f41c27844081_115)—For] the fiscal years ended March 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [58](#i5eb7319ae71743c2ad7826a0ce88602b_115)] [added: [63](#i588eeabd06744cd08271f41c27844081_115)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i5eb7319ae71743c2ad7826a0ce88602b_118)] [added: Statements](#i588eeabd06744cd08271f41c27844081_118)] | | | [removed: [59](#i5eb7319ae71743c2ad7826a0ce88602b_118)] [added: [64](#i588eeabd06744cd08271f41c27844081_118)] | | |

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [added: (loss)] income, cash flows, and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 16, 2022] [added: 25, 2023] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

| *Description of the Matter* | | | As described in Note 1 to the consolidated financial statements, [removed: a significant portion of the Company’s] revenue [removed: recognized is] for [removed: full game software products that management must evaluate to determine whether such products sold have distinct and separable performance obligations. Such performance obligations can be licenses for intellectual property that provide a functional offline gaming experience or game related services. If multiple performance obligations are identified, management must estimate a standalone selling price for each identified performance obligation which is used to allocate the full game software product transaction price. Revenue for] amounts allocated to [removed: offline functionality is recognized upon delivery of] the [removed: product. Separately, revenue for amounts allocated to the] game related services [added: for full game software products as well as virtual currency and in-game purchases] is recognized ratably over an estimated service period. [removed: Significant] [added: Significant] judgment is exercised by the Company in [removed: identifying performance obligations within its full game software products that should be accounted for separately in each revenue arrangement, estimating the standalone selling price for each performance obligation and] determining the service period that should be utilized to recognize revenue over time. Auditing the [removed: identification of performance obligations for full game software products requires complex auditor judgment as each full game software product has unique features that management must evaluate to determine whether each feature should be accounted for separately. Auditing the] judgments and estimates made by management in [removed: determining the standalone selling prices for each identified performance obligation is especially challenging as the Company typically does not have observable standalone selling prices for each performance obligation and must rely on an expected cost-plus margin methodology, taking into account relevant cost assumptions including estimates of post-release support. Similarly, auditing] [added: estimating] the [removed: estimated] service period for the game related services is especially challenging as the Company must consider a variety of data points. Such data points include the weighted average number of days between players’ first and last days played online, known online trends, the service periods of the Company’s previously released products, and, to the extent publicly available, the service periods of the Company’s competitors’ products that are similar in nature. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of [added: the] Company’s controls over the revenue recognition process. We selected a sample of transactions and tested the Company’s controls [removed: over evaluating and identifying performance obligations, determining the estimated standalone selling price and] [added: in relation to] estimating the service period over which game related services revenue is recognized. Our audit procedures to test [removed: the Company’s identification of performance obligations included, among others, inspecting product-specific marketing materials for promised full game software product features, inspecting summaries of product features from Company personnel in product development roles,] and [removed: independently evaluating the full game software product to corroborate identified product features on a sample basis. Our audit procedures to test the Company’s estimates of standalone selling price for performance obligations included, among others, testing the underlying data used in management’s calculations for completeness and accuracy as well as evaluating the reasonableness of significant assumptions and other factors utilized in making estimates of standalone selling price. For example, for a selection of full game software products which included multiple performance obligations, we tested the Company’s expected cost-plus margin analysis by testing the appropriateness of the assumptions used in the analysis, including product development costs and forecasted post-release support costs, marketing costs and licensing costs. Our audit procedures to test and] evaluate the reasonableness of the Company’s estimated service period included, among others, testing the completeness and accuracy of management’s player data analysis, testing qualitative factors utilized such as reviewing online trends, comparing to similar or historical products and analyzing competitor information. | | |

| [added: Software development costs, internally developed] | | | [removed: Capitalized internally developed software costs] | | | [added: $ | 47.4 | | | | | $ | 882.0 | | | | | $ | 59.2 | | | | | $ | 599.3 | |]

[added: On] May [removed: 16, 2022][added: 21, 2022, ZelnickMedia]

We have audited Take-Two Interactive Software, [removed: Inc.'s (the Company)] [added: Inc.’s] internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] 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, [removed: the Company] [added: Take-Two Interactive Software, Inc. (the Company)] maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial [removed: reporting,] [added: Reporting,] management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Nordeus Limited,] [added: Popcore GmbH,] which is included in the March 31, [removed: 2022] [added: 2023] consolidated financial statements of the Company and constituted [removed: 5.6%] [added: 1.7%] of total assets as of March 31, [removed: 2022] [added: 2023] and [removed: 1.5%] [added: 1.4%] of 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: Nordeus Limited.][added: Popcore GmbH.]

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [added: (loss)] income, cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated May [removed: 16, 2022] [added: 25, 2023] expressed an unqualified opinion thereon.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk] [added: risk,] and performing such other procedures as we considered necessary in the circumstances.

(in [removed: thousands,] [added: millions,] except per share amounts)

| | | | | | | March [removed: 31,] [added: 31, 2023] | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

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

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

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

| Accounts receivable, net of allowances of [removed: $350] [added: $1.3] and [removed: $350] [added: $0.4] at March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | [removed: 579,433] [added: 763.2] | | | | | | [removed: 552,762] [added: 579.4] | | |

| Software development costs and licenses | | | | | | [removed: 81,394] [added: 65.9] | | | | | | [removed: 43,443] [added: 81.4] | | |

| Prepaid expenses and other | | | [removed: | | | 272,724 | | |] [added: 194.4] | | | [removed: 320,646] [added: N/A] | | |

| Software development costs and licenses, net of current portion | | | | | | [removed: 755,888] [added: 1,072.2] | | | | | | [removed: 490,892] [added: 755.9] | | |

| Deferred tax assets | | | | | | [removed: 73,801] [added: 44.8] | | | | | | [removed: 90,206] [added: 73.8] | | |

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

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

| Lease liabilities | | | [removed: | | | 38,921 | | |] [added: (15.7)] | | | [removed: 31,595] [added: N/A] | | |

| Non-current deferred revenue | | | | | | [removed: 70,911] [added: 35.5] | | | | | | [removed: 37,302] [added: 70.9] | | |

| Non-current lease liabilities | | | [removed: | | | 211,297 | | |] [added: (131.6)] | | | [removed: 159,671] [added: N/A] | | |

| Non-current software development royalties | | | | | | [removed: 115,527] [added: 110.2] | | | | | | [removed: 110,127] [added: 115.5] | | |

| [removed: Other long-term liabilities] [added: Other-long term liabilities:] | | | | | | [removed: 233,861] | | | | | | [removed: 154,511] | | | [added: | | | | | | | | | | | |]

| | | | Valuation of intangible assets acquired in the Zynga acquisition | | |

| *Description of the Matter* | | | As disclosed in Note 20 to the consolidated financial statements, the Company acquired Zynga on May 23, 2022 for total purchase consideration of $9,521.8 million. The Company accounted for the business combination by recognizing the assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess recorded to goodwill. The assets acquired included developed game technology, branding and trade names, and game engine technology which are intangible assets that were valued at $4,440 million, $384 million and $261 million, respectively, as of May 23, 2022. Auditing the Company’s acquisition of Zynga was complex due to the significant estimation uncertainty in determining the fair value of identified intangible assets including developed game technology, branding and trade names, and game engine technology. The significant assumptions used to estimate the value of the developed game technology and game engine technology intangible assets included revenue growth rates, EBITDA margins, long-term decay rates, and discount rates. The significant assumptions used to estimate the value of the branding and trade names intangible assets included revenue growth rates, royalty rates and discount rates. These significant assumptions were forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for the Zynga acquisition. For example, we tested controls over the Company’s process to measure acquired intangible assets as well as controls over management’s review of the significant assumptions described above. To test the estimated fair value of the acquired intangible assets, our audit procedures included, among others, evaluating the valuation methodologies used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we evaluated the Company’s projected revenue growth rates and EBITDA margins by considering historical results of the acquired business and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing methodologies and certain significant assumptions used to value the acquired intangible assets. We also performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value estimates that would result from changes in assumptions. | | |

| | | | Impairment of intangible assets that are subject to amortization | | |

| *Description of the Matter* | | | As of March 31, 2023, the Company's intangible assets that are subject to amortization included developed game technology of $3,690.5 million. As disclosed in Note 1 to the consolidated financial statements, intangible assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the related carrying amount of the asset or asset group may not be recoverable and the carrying amount of the asset exceeds estimated expected undiscounted future cash flows that are expected to result from the use of the asset. During the fiscal year ended March 31, 2023, the Company recorded an impairment charge of $465.3 million related to certain of its developed game technology intangible assets. Auditing the Company’s impairment tests was complex due to the significant estimation uncertainty in determining the fair value of the intangible assets that were tested for impairment. The significant assumptions used to estimate the value of the intangible assets included revenue growth rates, EBITDA margins, long-term decay rates, and discount rates. These significant assumptions were forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to determine the fair value of intangible assets that are subject to amortization being measured for impairment. For example, we tested controls over management's review of the significant assumptions used to estimate the fair value of the developed game technology that was impaired. To test the estimated fair value of the developed game technology intangible assets that were impaired, our audit procedures included, among others, evaluating the valuation methodology used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we evaluated the Company’s projected revenue growth rates and EBITDA margins by considering historical results and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing the methodology and certain significant assumptions used to value the developed game technology intangible assets that were impaired. We also performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value estimates that would result from changes in assumptions. | | |

May 25, 2023

May 25, 2023

| | | | | | | 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | | | | $ | 827.4 | | | | | $ | 1,732.1 | |

| Contract assets | | | | | | 79.9 | | | | | | 104.9 | | |

| Prepaid expenses and other | | | | | | 277.1 | | | | | | 193.4 | | |

| Total current assets | | | | | | 2,508.1 | | | | | | 3,871.1 | | |

| Fixed assets, net | | | | | | 402.8 | | | | | | 242.0 | | |

| Right-of-use assets | | | | | | 282.7 | | | | | | 217.2 | | |

| Goodwill | | | | | | 6,767.1 | | | | | | 674.6 | | |

| Other intangibles, net | | | | | | 4,453.2 | | | | | | 266.5 | | |

| Other assets | | | | | | 231.6 | | | | | | 341.7 | | |

| Total assets | | | | | | $ | 15,862.1 | | | | | $ | 6,546.3 | |

| Accounts payable | | | | | | $ | 140.1 | | | | | $ | 125.9 | |

| Deferred revenue | | | | | | 1,078.8 | | | | | | 865.3 | | |

| Lease liabilities | | | | | | 60.2 | | | | | | 38.9 | | |

| Short-term debt, net | | | | | | 1,346.8 | | | | | | — | | |

| Total current liabilities | | | | | | 3,851.6 | | | | | | 2,105.0 | | |

| Long-term debt, net | | | | | | 1,733.0 | | | | | | — | | |

| Non-current lease liabilities | | | | | | 347.0 | | | | | | 211.3 | | |

| Deferred tax liabilities, net | | | | | | 534.0 | | | | | | 21.8 | | |

| Other long-term liabilities | | | | | | 208.3 | | | | | | 212.1 | | |

| Total liabilities | | | | | | $ | 6,819.6 | | | | | $ | 2,736.6 | |

| Common stock, $0.01 par value, 300.0 and 200.0 shares authorized; 192.6 and 139.0 shares issued and 168.9 and 115.4 outstanding at March 31, 2023 and 2022, respectively | | | | | | 1.9 | | | | | | 1.4 | | |

| Additional paid-in capital | | | | | | 9,010.2 | | | | | | 2,597.2 | | |

| Retained earnings | | | | | | 1,164.3 | | | | | | 2,289.0 | | |

| Total stockholders' equity | | | | | | $ | 9,042.5 | | | | | $ | 3,809.7 | |

| Game | | | | | | $ | 4,735.6 | | | | | $ | 3,423.2 | | | | | $ | 3,319.7 | |

| Advertising | | | | | | 614.3 | | | | | | 81.6 | | | | | | 53.1 | | |

| Total net revenue | | | | | | 5,349.9 | | | | | | 3,504.8 | | | | | | 3,372.8 | | |

| Cost of revenue | | | | | | 3,064.6 | | | | | | 1,535.4 | | | | | | 1,535.1 | | |

| Gross profit | | | | | | 2,285.3 | | | | | | 1,969.4 | | | | | | 1,837.7 | | |

| Selling and marketing | | | | | | 1,592.6 | | | | | | 516.4 | | | | | | 445.0 | | |

| Research and development | | | | | | 892.5 | | | | | | 406.6 | | | | | | 317.3 | | |

| *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 $658.5 million of capitalized internally developed software as of March 31, 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 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. | | |

May 16, 2022

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

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

| Inventory | | | | | | 13,224 | | | | | | 17,742 | | |

| Deferred cost of goods sold | | | | | | 12,374 | | | | | | 15,524 | | |

| Total current assets | | | | | | 3,871,088 | | | | | | 4,220,515 | | |

| Fixed assets, net | | | | | | 242,039 | | | | | | 149,364 | | |

| Right-of-use assets | | | | | | 217,206 | | | | | | 164,763 | | |

| Goodwill | | | | | | 674,554 | | | | | | 535,306 | | |

| Other intangibles, net | | | | | | 266,475 | | | | | | 121,591 | | |

| Other assets | | | | | | 341,716 | | | | | | 157,040 | | |

| Total assets | | | | | | $ | 6,546,219 | | | | | $ | 6,028,218 | |

| Accounts payable | | | | | | $ | 125,882 | | | | | $ | 71,001 | |

| Deferred revenue | | | | | | 865,270 | | | | | | 928,029 | | |

| Total current liabilities | | | | | | 2,104,964 | | | | | | 2,234,715 | | |

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

| Total liabilities | | | | | | $ | 2,736,560 | | | | | $ | 2,696,326 | |

| Common stock, $0.01 par value, 200,000 shares authorized; 139,048 and 137,584 shares issued and 115,367 and 115,163 outstanding at March 31, 2022 and 2021, respectively | | | | | | 1,390 | | | | | | 1,376 | | |

| Additional paid-in capital | | | | | | 2,597,205 | | | | | | 2,288,781 | | |

| Retained earnings | | | | | | 2,288,993 | | | | | | 1,870,971 | | |

| Total stockholders' equity | | | | | | $ | 3,809,659 | | | | | $ | 3,331,892 | |

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

| Net revenue | | | | | | $ | 3,504,800 | | | | | $ | 3,372,772 | | | | | $ | 3,088,970 | |

| Cost of goods sold | | | | | | 1,535,401 | | | | | | 1,535,085 | | | | | | 1,542,450 | | |

| Gross profit | | | | | | 1,969,399 | | | | | | 1,837,687 | | | | | | 1,546,520 | | |

| Selling and marketing | | | | | | 516,429 | | | | | | 444,985 | | | | | | 458,424 | | |

| General and administrative | | | | | | 510,855 | | | | | | 390,683 | | | | | | 318,235 | | |

| Research and development | | | | | | 406,566 | | | | | | 317,311 | | | | | | 296,398 | | |

| Depreciation and amortization | | | | | | 61,105 | | | | | | 55,596 | | | | | | 48,113 | | |

| Business reorganization | | | | | | 849 | | | | | | (272) | | | | | | 83 | | |

| Total operating expenses | | | | | | 1,495,804 | | | | | | 1,208,303 | | | | | | 1,121,253 | | |

| Income from operations | | | | | | 473,595 | | | | | | 629,384 | | | | | | 425,267 | | |

| Gain (loss) on long-term investments, net | | | | | | 6,015 | | | | | | 39,636 | | | | | | (5,333) | | |

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

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

| Income before income taxes | | | | | | 465,398 | | | | | | 677,816 | | | | | | 458,439 | | |

| Provision for income taxes | | | | | | 47,376 | | | | | | 88,930 | | | | | | 53,980 | | |

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