Take-Two Interactive (TTWO) 10-K risk factor changes: FY2024 vs FY2023

- Adverse effects of price [removed: protection, returns,] [added: protection] and [removed: used game sales][added: returns]

- [removed: Climate] [added: Catastrophic events and climate] change may have a long-term impact on our business

[removed: Competitors] [added: Additionally, 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.

[added: If] we [added: 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.

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 or other] unforeseen circumstances, we may not be able to release titles according to our schedule and at budgeted costs.

We derive a significant portion of our revenue from the sale of products made for video game platforms manufactured by third parties, such as Sony's PlayStation consoles and Microsoft's Xbox consoles, which comprised [removed: 43.1%] [added: 40.5%] of our net revenue [added: by product platform for the fiscal year ended March 31, 2024.]

[removed: by product platform] [added: The CAMT became effective] for the fiscal year ended March 31, [removed: 2023.][added: 2024.]

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 [removed: significant.][added: significant and may further incur expense to adjust our products and development efforts in response to changing consumer preferences.]

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 [removed: these platform providers.]

In the fiscal year ended March 31, [removed: 2023,] [added: 2024,] we derived [removed: 98.0%] [added: 95.0%] of our mobile revenue on Apple and Google platforms.

[removed: As another] [added: For] example, in April 2021, Apple [removed: released iOS version 14.5 which required] [added: began requiring] developers to get explicit permission from users, on an app-by-app basis, to use the identifier-for-advertisers, a device identifier assigned by Apple to each of its devices and used by advertisers to attribute app installs to advertising campaigns, target users through user acquisition, and deliver targeted ads.

These requirements [added: are known as Apple's AppTracking Transparency framework and] have been maintained in subsequent versions of Apple iOS.

[added: If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise] that impact players’ ability to access our games, access social features or purchase a license to virtual items, our business, financial condition, results of operations or reputation may be harmed.

If these platforms deny access to our games, [added: or] modify their current discovery mechanisms, communication channels available to developers, operating systems, [removed: terms of service,] or other policies [added: and terms of service] (including fees), our business could be negatively impacted.

These platform providers or their services may be [removed: unavailable or] [added: unavailable,] may not function as [removed: intended] [added: intended,] or may experience issues with their in‑app purchasing functionality.

Any significant system or network disruption or [removed: cyber attack] [added: cyberattack] could have a negative impact on our business.

The supply chain of hardware needed to maintain this technological infrastructure has been disrupted and geopolitical events, including the [removed: Russian invasion of Ukraine] [added: Russia-Ukraine war] and [added: the Israel-Hamas war and] any indirect effects, may further complicate existing supply chain constraints.

All information technology systems and networks are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to [removed: cyber-attacks,] [added: cyberattacks,] computer viruses, malicious software, security breaches, energy blackouts, natural disasters, terrorism, war, and telecommunication failures.

Further, the risk of such a breach may be heightened by world events, such as the [removed: current conflict between Russia] [added: Russia-Ukraine war] and [removed: Ukraine.][added: the Israel-Hamas war.]

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, [added: financial condition, and operating results.]

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

We have [removed: faced] [added: faced,] and in the future could [removed: face] [added: face,] sophisticated attacks, including attacks referred to as advanced persistent threats, which are [removed: cyber-attacks] [added: cyberattacks] aimed at compromising our intellectual property and other commercially sensitive information, such as the source code and game assets for our software or confidential customer or employee information, which remain undetected for prolonged periods of time.

The unauthorized [added: third] party sent a communication to certain players containing a malicious link.

We have implemented and [removed: are in the process of implementing] [added: will continue to implement] a variety of measures to enhance further our cybersecurity protections.

See “[Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Cybersecurity [removed: Incident](#i588eeabd06744cd08271f41c27844081_46)”] [added: Incident](https://www.sec.gov/ix?doc=/Archives/edgar/data/946581/000162828023019851/ttwo-20230331.htm)” in our Annual Report on Form 10-K] for [added: the fiscal year ended March 31, 2023 for] further discussion.

Information technology system disruptions, network failures, or security breaches (including the Cybersecurity Incident and similar incidents) have negatively affected, and in the future could negatively affect our business continuity, operations, [removed: and] financial [removed: results.][added: results, and the reliability and stability of our products and services.]

The risk of such threats is heightened [removed: as a result] [added: by events outside] of [removed: international conflicts] [added: our control,] such as the [removed: one between Russia and Ukraine and as a result of an] extended period of remote work arrangements due to [removed: COVID-19.][added: COVID-19, the Russia-Ukraine war and the Israel-Hamas war.]

In addition, the costs to respond to, mitigate, or notify affected parties of [removed: cyber-attacks] [added: cyberattacks] and other security vulnerabilities are significant.

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

We may not be able to continue to retain these personnel at current compensation [removed: levels,] [added: levels] or at all.

[removed: From time to time, objectionable and offensive 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.

[added: Quality third-party developers are continually in high demand,] and those who have developed titles for us in the past may not be available to develop software for us in the future.

[removed: In order for] [added: For] our advertising business to continue to succeed, we need to continue to demonstrate the reach of our player network and success of [removed: our advertising partners.]

If users do not elect [added: to] participate in functionality that supports the delivery of targeted advertising on their devices, our ability to deliver effective advertising campaigns on behalf of our advertisers could suffer, which could cause our business, financial condition, or results of operations to suffer.

Finally, the revenues that we derive from advertisements and offers is subject both to seasonality, as companies’ advertising budgets are generally highest during the fourth calendar quarter and decline significantly in the first calendar quarter of the following year, which negatively impacts our revenues in such first calendar quarter, and to the financial health of advertisers, who, as they experience downturns or uncertainty in their own business operations for various reasons, such as the economic effects resulting from [removed: the COVID-19 pandemic or other] world events, may decrease their advertising spending.

If appropriate opportunities present themselves, we may acquire or make investments in businesses, intellectual properties and other assets that we believe are strategic, such as our acquisition of [removed: Zynga.][added: Zynga and our pending acquisition of Gearbox.]

- litigation or other claims in connection with, or inheritance of claims or litigation risks as a result of, an acquisition, including claims from terminated employees, customers or other third parties; [removed: and]

- to the extent that we engage in strategic transactions outside of the U.S., we face additional risks, including risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific [removed: countries.][added: countries; and]

Any of the foregoing factors could harm our financial condition or prevent us from achieving improvements in [added: our financial condition and operating performance that could have otherwise been achieved by us on a stand-alone basis.]

Our business may also be affected directly or indirectly by major world events, such as the [removed: conflict between Russia] [added: Russia-Ukraine war] and [removed: Ukraine.][added: the Israel-Hamas war.]

- The development and use of artificial intelligence into our products may present operational and reputational risks

- The risk of distributors, development, and licensing partners or other third parties being unable to honor their commitments or otherwise putting our brand at risk

Internationally, local competitors may have a greater brand recognition than us in their local country and a stronger understanding of local culture and commerce.

They may also offer their products and services in local languages we not offer.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others, including our current or future business partners or third-party software providers.

By doing so, these competitors may increase their scale, their ability to meet the needs of existing or prospective players and compete for

similar human capital.

If we are unable to compete effectively, successfully and at a reasonable cost against our existing and future competitors, our results of operations, cash flows and financial condition would be adversely impacted.

However, forecasting the financial impact of any such strategic investment is inherently uncertain and volatile.

Supporting a new technology or business model, for example, may require partnering with a new platform, business, or technology partner, which may be on terms that are less favorable to us than those for traditional technologies or business models.

The development and use of artificial intelligence (“AI”) into our products may present operational and reputational risks.

The growth of AI technologies in our industry has influenced games production for developers and gaming experience for players.

The use of this new and emerging technology, which is in its early stages of commercial use, presents social and ethical issues that may result in legal and reputational harm and liability.

Further, intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations, and the use or adoption of third-party AI technologies into our products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation.

these platform providers.

Also, beginning January 2024, Google began requiring publishers and developers using certain Google advertising products to serve ads in the U.K. or European Union (E.U.) to use a Google certified consent management platform.

Furthermore, obtaining and maintaining high ratings of our games on the third-party platforms on which we operate are important as they help drive players to find our games.

If the ratings of any of our games decline or if we receive significant negative reviews that result in a decrease in our ratings, our games could be more difficult for players to find or recommend.

In addition, we may be subject to negative review campaigns or defamation campaigns intended to harm our ratings.

Any such decline may lead to loss of players and revenues, additional advertising and marketing costs, and reputation harm.

In addition, because our products compete with

a vast array of other interactive entertainment software products that also are available on these hardware platforms, a hardware platform manufacturer may give priority to those competing products.

Because of the significant use of our games on mobile devices, our application must remain interoperable with these and other popular mobile app stores and platforms, and related hardware.

We are subject to the standard policies and terms of service of these platforms.

These policies and terms of service govern the availability, promotion, distribution, content, and operation of applications and experiences on such platforms.

Each provider of these platforms has broad discretion to change and interpret its terms of service and policies with respect to our games and those changes may be unfavorable to us.

For example, at any time, the platform providers can change their policies on how we operate on their operating system or in their application stores by applying content moderation for applications and advertising or imposing technical or code requirements.

These actions by the platform providers may affect our ability to collect, process, and use data as desired and could negatively impact our ability to leverage data about the experiences our games provide to players, which in turn could impact our resource planning and feature development planning for our products.

There is no guarantee that new devices, platforms, systems and software application stores will continue to support our games or that we will be able to maintain the same level of service on these new systems.

If it becomes more difficult for our players to access and engage with our games, our business and player retention, growth, and engagement could be significantly harmed.

brand, and future sales of our products.

Our software supply chain may also be subject to attacks, which would result in future security incidents and breaches.

The risk could also be affected by events within our control, such as the migration of data among data centers and to third-party hosted environments, and the performance of upgrades and maintenance on our systems.

We do not have redundancy for all our systems and our disaster recovery planning may not account for all outcomes.

As our digital business grows, we will require an increasing amount of internal and external technical infrastructure, including network capacity and computing power to continue to satisfy the needs of our players.

It is possible that we may fail to scale effectively and grow this technical infrastructure to accommodate increased demands, which may adversely affect the reliable and stable performance of our games and services, therefore negatively impacting our business.

Further, the risk of such a breach may be heightened by world events, such as the Russia-Ukraine war and the Israel-Hamas war.

In addition, our leading position within the interactive entertainment industry makes us a prime target for recruiting our executives, as well as key creative and technical talent.

From time to time, objectionable and offensive or

Our business may be harmed if our distributors, retailers, development, and licensing partners, or other third parties with whom we do business are unable to honor their commitments or act in ways that put our brand at risk.

- Results of operations may be impacted by COVID-19

- Uncertainty of expansion into new products and services

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

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

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

The extent to which COVID-19 has an impact on our business, operations, 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 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 inflation; and the impact of changes in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio.

The global work-from-home operating environment caused some strain and fatigue within parts of our global workforce.

In addition, certain of our development teams currently work in a distributed environment, whereas these teams historically collaborated in-person on the creative and technical process required to develop high-quality products and services at scale.

These factors have affected, and may continue to affect, the way our teams conduct business and the creative process to which our teams are accustomed.

Companies in our industry have experienced issues related to game and service quality during the work-from-home period.

While we are reintroducing teams of employees to the workplace, this process could introduce operational risk, negatively impact productivity, and give rise to claims by employees or otherwise adversely affect our business.

In addition, the long-term effects of the COVID-19 pandemic on the nature of the office environment and remote working are not certain and may present operational challenges and impact our ability to attract and retain talent, and our teams’ ability to collaborate creatively, each of which may adversely affect our business.

Any of 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 saw increased demand for our products due in part to stay-at-home orders, the curtailment of certain other forms of entertainment, and other pandemic-related factors that made consumers more inclined to spend time at home, benefiting our financial results and operating metrics, any such trends with respect to our revenues, net (loss) income, and other financial results and operating metrics may not be indicative of results for future periods, particularly as these pandemic-related factors become less significant.

We have experienced a moderation in engagement from the all-time highs experienced during certain periods of the pandemic, particularly in fiscal year 2021, but overall engagement continues to be higher than it was pre-pandemic.

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

In 2020, Sony and Microsoft each launched their respective next generation consoles.

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.

If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise

financial condition, and operating results.

A resulting perception that our products or services

Quality third-party developers are continually in high demand,

For example, when Apple announced that UDID, a standard device identifier used in some applications, was being superseded and would no longer be supported, application developers were required to update their apps to utilize alternative device identifiers such as universally unique identifier, or, more recently, identifier-for-advertisers, which simplifies the process for Apple users to opt out of certain types of advertising.

In June 2020, Apple announced further changes, requiring its users with iOS 14 (and presumably future iOS versions) to request a user’s permission to track them or to access their mobile device’s identifier for advertising.

Those changes, known as Apple’s AppTracking Transparency framework, went into effect in late April 2021, with the release of iOS 14.5.

our financial condition and operating performance that could have otherwise been achieved by us on a stand-alone basis.

Our efforts to expand into new products and services may subject us to additional risks.

In recent years, we have continued to invest in emerging opportunities in interactive entertainment played on mobile platforms, including tablets and smartphones, and online platforms.

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

We are actively investing to capitalize on these trends in order to diversify our product mix, reduce our operating risks, and increase our revenue.

There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed.

While we anticipate growth in this area of our business, consumer demand is difficult to predict as a result of a number of factors, including satisfaction with our products and services, our ability to provide engaging products and services, third parties offering their products and services within our subscription, partners that provide, or don’t provide, access to our subscription, products and services offered by our competitors, reliability of our infrastructure and the infrastructure of our partners, pricing, the actual or perceived security of our and our partners information technology systems and reductions in consumer spending levels.

There is no assurance that we will be able to attract a sufficiently large number of customers or recover costs incurred for developing and marketing any of these new products or services.

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

External factors, such as competitive alternatives and shifting market preferences, may also have an impact on the successful implementation of any new products or services.

Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business, financial condition and operating results.

Certain of our larger customers sell used video games, which are generally priced lower than new video games.

If our customers increase their sales of used video games, it could negatively affect our sales of new video games.

carry products containing mature content.

(Refer to [Note 11 – Debt](#i588eeabd06744cd08271f41c27844081_154) to our Consolidated Financial Statements, herein.) In April 2023, we completed our offering and sale of $1,000.0 aggregate principal amount of additional senior notes (the “Senior Notes issued in

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

Refer to [Item [removed: 1](#i588eeabd06744cd08271f41c27844081_16) [\- Business](#i588eeabd06744cd08271f41c27844081_16)] [added: 1 - Business](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_16)] for additional discussion.

On April 14, 2022, we completed our offering and sale of $2,700.0 aggregate principal amount of our senior notes, consisting of $1,000.0 principal amount of our 3.300% Senior Notes due 2024 (the “2024 Notes”), $600.0 principal amount of our 3.550% Senior Notes due 2025 (the “2025 Notes”), $600.0 principal amount of our 3.700% Senior Notes due 2027 (the “2027 Notes”), and $500.0 principal amount of our 4.000% Senior Notes due 2032 (the “2032 Notes” [removed: and,] [added: and] together with the 2024 Notes, [removed: the] 2025 [removed: Notes] [added: Notes, 2026 Notes, 2027 Notes,] and [removed: the2027] [added: 2028] Notes, the [removed: “Senior Notes”).][added: "Senior Notes").]

We will pay interest on the 2024 [added: Notes, 2026 Notes, and 2028] Notes [removed: semiannually] [added: semi-annually] on March 28 and September 28 of each year, commencing September 28, [removed: 2022.][added: 2022 for the 2024 Notes and September 28, 2023 for the 2026 Notes and 2028 Notes.]

During the fiscal year ended March 31, [removed: 2023,] [added: 2024,] we made interest payments of [removed: $31.5.][added: $135.2.]

During the fiscal year ended March 31, [removed: 2023,] [added: 2024,] we made interest payments of [removed: $31.8.][added: $137.0 for our various debt obligations.]

The proceeds [added: from the issuances] of the Senior Notes were used to finance a portion of our acquisition of [removed: Zynga.][added: Zynga and repay certain of our debt.]

Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000% to 0.625% above an alternate base rate [removed: (8.00%] [added: (8.50%] at March 31, [removed: 2023)] [added: 2024)] or (b) 1.000% to 1.625% above Secured Overnight Financing Rate ("SOFR"), approximately [removed: 4.80%] [added: 5.33%] at March 31, [removed: 2023,] [added: 2024,] which rates are determined by the Company's credit rating.

In total, we paid [removed: $321.62] [added: $321.6] for the tendered or converted 2024 Convertible Notes, including interest, and [removed: $845.14] [added: $845.1] 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 [removed: $29.40] [added: $29.4] aggregate principal amount of the 2026 Convertible Notes remained outstanding at March 31, [removed: 2023.][added: 2024.]

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

Sales of *Grand Theft Auto* products generated [removed: 14.6%] [added: 14.7%] of our net revenue for the fiscal year ended March 31, [removed: 2023.][added: 2024.]

*Economic Environment and Retailer Performance.* We continue to monitor various macroeconomic and geopolitical factors that may affect our business in several areas, including consumer demand, [added: inflation,] pricing pressure on our products, credit quality of our receivables, and foreign currency exchange rates.

Our five largest customers accounted for [removed: 79.6%, 79.0%] [added: 79.8%, 79.6%] and [removed: 78.4%] [added: 79.0%] of net revenue during the fiscal years ended March 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

As of March 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] five customers comprised [removed: 61.1%] [added: 69.9%] and [removed: 72.8%] [added: 61.1%] 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: 50.3%] [added: 57.7%] and [removed: 63.8%] [added: 50.3%] of such balance at March 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] respectively.

We had three customers who accounted for [removed: 21.6%, 14.5%,] [added: 21.8%, 18.1%,] and [removed: 14.2%] [added: 16.9%] of our gross accounts receivable as of March 31, [removed: 2023,] [added: 2024,] and [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.]

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, [removed: 2023,] [added: 2024,] and [removed: 2022.][added: 2023.]

The economic environment has affected our customers in the [removed: past,] [added: past] and may do so in the future.

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

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

The success of our business is dependent upon [removed: the] consumer acceptance of these platforms and the continued growth in the installed base of these platforms.

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

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

In addition, we aim to drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles through virtual currency, add-on content, [added: in-game purchases,] and in-game [removed: purchases.][added: advertising, all of which are typically delivered digitally.]

[added: Net] revenue from digital online channels comprised [removed: 95.1%] [added: 95.6%] of our net revenue for the fiscal year ended March 31, [removed: 2023.][added: 2024.]

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

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 [removed: future as we launch more games for mobile.][added: future.]

We are also [removed: starting to expand] [added: expanding] our direct-to-consumer efforts more meaningfully across our mobile portfolio to enhance profitability.

Over time, [added: the effectiveness or cost of] these acquisition and retention-related programs may [removed: become either less effective or costlier, negatively impacting] [added: change, affecting] our operating results.

[removed: To date we have announced that, during] [added: During] fiscal year 2024, 2K [removed: will release *LEGO] [added: released *WWE 2K24, LEGO] 2K [removed: Drive*, *NBA 2K24*,] [added: Drive*] and [removed: *WWE] [added: *NBA] 2K24*; Zynga [removed: will release *Star Wars Hunters*;] [added: released *Match Factory!*] and [added: *Top Troops*; and] Private Division [removed: will release *After Us*.][added: released *Penny's Big Breakaway.*]

Fiscal [removed: 2023] [added: 2024] Financial Summary

Our net revenue for [added: the] fiscal year ended March 31, [removed: 2023] [added: 2024] was [removed: led by] [added: essentially flat year-on-year at $5,349.6, a decrease of $0.3 or 0.0% compared to the fiscal year ended March 31, 2023 and included] net revenue of [removed: $2,159.2] [added: $2,390.9] from Zynga, which we acquired in May 2022 (refer to [Note 20 - [removed: Acquisitions](#i588eeabd06744cd08271f41c27844081_184)),] [added: Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)),] including top contributors [removed: *Empires & Puzzles*,] *Toon Blast*, our hyper-casual mobile portfolio, [added: *Empires & Puzzles, Merge Dragons!*, and] *Words With Friends,* [removed: and *Merge Dragons!,*] as well as a variety of our top franchises, primarily *NBA 2K, Grand Theft Auto, Red Dead Redemption*, and *WWE 2K.* [removed: Our net revenue increased to $5,349.9, an increase of $1,845.1 or 52.6% compared to the fiscal year ended March 31, 2022.]

For the fiscal year ended March 31, [removed: 2023,] [added: 2024,] our net loss was [removed: $(1,124.7),] [added: $3,744.2,] as compared to net [removed: income] [added: loss] of [removed: $418.0] [added: $1,124.7] in the prior year.

Diluted loss per share for the fiscal year ended March 31, [removed: 2023] [added: 2024] was [removed: $(7.03),] [added: $22.01,] as compared to Diluted [removed: earnings] [added: loss] per share of [removed: $3.58] [added: $7.03] for the fiscal year ended March 31, [removed: 2022.][added: 2023.]

At March 31, [removed: 2023,] [added: 2024,] we had [removed: $1,234.6] [added: $1,102.0] of [removed: Cash and] [added: Cash,] cash [removed: equivalents] [added: equivalents,] and [removed: Restricted] [added: restricted] cash and cash equivalents, compared to [removed: $2,195.4] [added: $1,234.6] at March 31, [removed: 2022.][added: 2023.]

Our most critical accounting policies, which are those that require significant judgment, include revenue recognition; [removed: price protection and allowances for returns;] capitalization and recognition of software development costs and licenses; fair value estimates including valuation of [removed: goodwill,] [added: goodwill] and intangible assets; valuation and recognition of stock-based compensation; and income taxes.

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#i588eeabd06744cd08271f41c27844081_121)] [added: Policies](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_124)] 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](#i588eeabd06744cd08271f41c27844081_121).][added: Policies](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_124).]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Increase/(decrease) | | | | | | Increase/(decrease) % | | |

For the fiscal year ended March 31, [removed: 2023,] [added: 2024,] Net Bookings increased by [removed: $1,875.4] [added: $49.4] as compared to the prior year.

Impairments

During the fiscal year ended March 31, 2024, we recognized Goodwill impairment charges of $2,342.1, representing a partial impairment related to one of our reporting units, and we recognized impairment charges of $577.4 for acquisition-related Developed Game Technology intangible assets within Cost of revenue as a result of a reduction in the forecasted performance of certain games due to industry conditions and changes in our strategies in response to those conditions.

Key assumptions and estimates used in deriving the fair values of these assets are forecasted revenue, EBITDA margins, long-term decay rate, and discount rate (refer to [Note 9 - Goodwill and Intangible Assets, Net](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_148)).

Future changes in those key assumptions and estimates could result in additional impairments.

During the fiscal year ended March 31, 2024, we also recognized impairment charges related to our Software development costs and licenses of $109.9, of which $88.2 related to title cancellations as part of our cost reduction program (refer to [Note 7 - Software Development Costs and Licenses](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_142) and [Note 21 - Business Reorganization)](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_184).

Debt Transactions

On January 8, 2024, we completed our add-on offering and sale of $350.0 aggregate principal amount of our senior notes, consisting of $50.0 principal amount of additional 2026 Notes and $300.0 principal amount of additional 2028 Notes.

On June 5, 2023, pursuant to a tender offer, we purchased and retired $650.0 in aggregate principal amount of our 3.300% Senior Notes due 2024 (the "2024 Notes"), with proceeds received from the 2026 Notes and 2028 Notes.

We repaid the remaining $350.0 of principal amount of our 2024 Notes on their maturity date on March 28, 2024, with proceeds received from the issuance of the New Notes.

During the fiscal year ended March 31, 2024, we recognized a debt extinguishment gain of approximately $7.7, net of unamortized debt discount and debt issuance costs recorded within Interest and other, net in our Consolidated Statement of Operations.

Generally, a significant portion of our revenue has been derived from a few popular franchises, particularly around new releases within those franchises, some of which have annual or biennial releases.

Such console revenue comprised 40.5% of our net revenue by product platform for the fiscal year ended March 31, 2024.

The inclusion of such features on new consoles could mitigate

the risk of such a decline.

*Online Content and Digital Distribution.* We provide a variety of online delivered products, including direct digital downloads of our titles, and access to additional offerings through virtual currency, add-on content, and in-game purchases, which drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles.

During fiscal year 2025 to date, 2K released *TopSpin 2K25* and Private Division released *No Rest for the Wicked* early access on PC.

Rockstar plans to release *Grand Theft Auto VI* in the Fall of calendar 2025.

Our operating loss for the fiscal year ended March 31, 2024 was $3,590.6 compared to operating loss of $1,165.2 for fiscal year ended March 31, 2023, primarily due to Goodwill impairment charges of $2,342.1, representing a partial impairment related to one of our reporting units.

The decrease was primarily due to Net cash used in financing activities, primarily related to net share settlements of our restricted stock awards and payment of contingent earn-outs for prior acquisitions, partially offset by issuance of common stock and our net debt activity.

The debt activity included proceeds from the issuance of 2026 Notes and

2028 Notes offset by our repayment of 2024 Notes and Term Loan (refer to [Note 11 - Debt](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_154)).

To a lesser extent, the decrease was also due to i) Net cash used in investing activities, which was due primarily to the purchase of fixed assets and our individually immaterial acquisitions and investments, offset by our sales and maturities of available for sale securities, and ii) Net cash used in operating activities, which was due primarily to investments in software development and licenses, partially offset by sales of our products.

| Net Bookings | | | $ | 5,333.0 | | | | | $ | 5,283.6 | | | | | $ | 49.4 | | | | | 0.9 | | % |

The increase was primarily due to an increase in Net Bookings of $247.5 from Zynga, which we acquired in May 2022 (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), including from our hyper-casual mobile portfolio, which benefited from our November 2022 acquisition of Popcore (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), and our other top contributors *Toon Blast*, *Empires & Puzzles*, *Words with Friends,* and *Merge Dragons!,* as well as an increase in Net Bookings from our *Grand Theft Auto* and *Red Dead Redemption* franchises, including our August 2023 release of *Red Dead Redemption* and *Undead Nightmare.* This increase was partially offset by a decrease in Net Bookings from *Tiny Tina's Wonderlands*, which released in March 2022, *The Quarry*, which released in June 2022, and our *Sid Meier's Civilization, PGA TOUR 2K,* the latest installment of which, *PGA TOUR 2K23* released in October 2022, and *NBA 2K* franchises.

| Selling and marketing | | | | | | 1,550.2 | | | | | | 29.0 | | % | | | | 1,586.5 | | | | | | 29.7 | | % | | | | 516.4 | | | | | | 14.7 | | % |

| Research and development | | | | | | 948.2 | | | | | | 17.7 | | % | | | | 887.6 | | | | | | 16.6 | | % | | | | 406.6 | | | | | | 11.6 | | % |

| General and administrative | | | | | | 716.1 | | | | | | 13.4 | | % | | | | 839.5 | | | | | | 15.7 | | % | | | | 510.9 | | | | | | 14.6 | | % |

| Goodwill impairment | | | | | | 2,342.1 | | | | | | 43.8 | | % | | | | — | | | | | | — | | % | | | | — | | | | | | — | | % |

| Business reorganization | | | | | | 104.6 | | | | | | 1.9 | | % | | | | 14.6 | | | | | | 0.3 | | % | | | | 0.8 | | | | | | — | | % |

| Game intangibles | | | | | | 1,301.1 | | | | | | 24.3 | | % | | | | 1,169.7 | | | | | | 21.9 | | % | | | | 131.4 | | | | | | 11.2 | | % |

| Product costs | | | | | | 756.6 | | | | | | 14.1 | | % | | | | 714.0 | | | | | | 13.3 | | % | | | | 42.6 | | | | | | 6.0 | | % |

| Internal royalties | | | | | | 397.6 | | | | | | 7.4 | | % | | | | 438.9 | | | | | | 8.2 | | % | | | | (41.3) | | | | | | (9.4) | | % |

| Software development costs and royalties(1) | | | | | | 346.7 | | | | | | 6.5 | | % | | | | 435.1 | | | | | | 8.1 | | % | | | | (88.4) | | | | | | (20.3) | | % |

| Licenses | | | | | | 305.8 | | | | | | 5.8 | | % | | | | 306.9 | | | | | | 5.7 | | % | | | | (1.1) | | | | | | (0.4) | | % |

| Cost of revenue | | | | | | 3,107.8 | | | | | | 58.1 | | % | | | | 3,064.6 | | | | | | 57.3 | | % | | | | 43.2 | | | | | | 1.4 | | % |

| Gross profit | | | | | | $ | 2,241.8 | | | | | 41.9 | | % | | | | $ | 2,285.3 | | | | | 42.7 | | % | | | | $ | (43.5) | | | | | (1.9) | | % |

The decrease was due primarily to a decrease in net revenue of $58.0 from *Tiny Tina's Wonderlands*, which released in March 2022, $44.2 from *The Quarry*, which released in June 2022, $38.9 from our *Sid Meier's Civilization* franchise, and $30.0 from our *NBA 2K* franchise.

The decrease was due to a decrease in net revenue from our *NBA 2K* franchise; *The Quarry, Marvel's Midnight Suns,* our *PGA TOUR 2K* franchise, and *Tiny Tina's Wonderlands.* These decreases were partially offset by an increase in net revenue from our *Red Dead Redemption* franchise and *LEGO 2K Drive.*

| | | | | | | 2024 | | | | | | % of net revenue | | | | | | 2023 | | | | | | % of net revenue | | | | | | Increase/(decrease) | | | | | | % Increase/(decrease) | | |

| Selling and marketing | | | | | | $ | 1,550.2 | | | | | 29.0 | | % | | | | $ | 1,586.5 | | | | | 29.7 | | % | | | | $ | (36.3) | | | | | (2.3) | | % |

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”).

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%.

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).

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.

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

We acquired Popcore on November 16, 2022 for initial consideration of $116.9 in cash, 0.6 shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate of $105.0 in cash if Popcore achieves certain performance measures over each of the three calendar years following the closing.

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*.

Additionally, our business is dependent upon a limited number of customers that account for a significant portion of our revenue.

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

We provide a variety of online delivered products and offerings.

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

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

During fiscal year 2023, 2K released *The Quarry*, *NBA 2K23*, *PGA TOUR 2K23*, *New Tales from the Borderlands*, *Marvel's Midnight Suns,* and *WWE 2K23;* and Private Division released *Rollerdrome* and *Kerbal Space Program 2* early access on PC.

Our operating loss for the fiscal year ended March 31, 2023 was $(1,165.2) compared to operating income of $473.6 for fiscal year ended March 31, 2022, due to (i) higher cost of revenue due to fees paid to platform partners due to an increase in mobile revenues and higher amortization of intangible assets as a result of the Zynga acquisition and (ii) higher operating expenses for marketing, personnel, and amortization of intangible assets as a result the Zynga acquisition.

As of March 31, [removed: 2023,] [added: 2024,] we had [removed: $187.0] [added: $22.0] of short-term investments, which included [removed: $145.2] [added: $0.0] 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: (loss) income, net of tax,] [added: loss (income),] in Stockholders' equity.

We also had [removed: $827.4] [added: $754.0] of cash and cash equivalents that are comprised primarily of money market funds and bank-time deposits.

We determined that, based on the composition of our investment portfolio, there was no material interest rate risk exposure to our Consolidated Financial Statements or liquidity as of March 31, [removed: 2023.][added: 2024.]

Under our 2022 Credit Agreement, loans will bear interest at our election of (a) 0.000% to 0.625% above a certain base rate [removed: (8.00%] [added: (8.50%] at March 31, [removed: 2023)] [added: 2024)] or (b) 1.000% to 1.625% above Secured Overnight Financing Rate ("SOFR"), approximately [removed: 4.80%] [added: 5.33%] at March 31, [removed: 2023,] [added: 2024,] which are determined by the Company's credit rating.

At March 31, [removed: 2023,] [added: 2024,] there were no outstanding borrowings under our 2022 Credit Agreement.

For the fiscal years ended March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] our foreign currency translation adjustment was a [removed: loss] [added: gain] of [removed: $58.9] [added: $6.7] and a loss of [removed: $43.6,] [added: $58.9,] respectively.

We recognized [removed: a] foreign currency exchange transaction [removed: loss] [added: losses] of [added: $28.6,] $31.8, [removed: a loss of $7.3,] and [removed: a gain of $0.7] [added: $7.3] for the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively, in Interest and other, net in our Consolidated Statements of Operations.

[removed: These transactions are not designated as hedging instruments and are accounted for as derivatives whereby the fair value of the contracts is reported as either assets or] liabilities on our Consolidated Balance Sheets, and gains and losses resulting from changes in the fair value are reported in Interest and other, net, in our Consolidated Statements of Operations.

At March 31, [removed: 2022,] [added: 2024,] we had [removed: $75.8] [added: $72.2] of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $132.8] [added: $243.0] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] we recorded a [added: gain of $5.3, a] loss of $15.1, [added: and] a gain of $5.9, [removed: and a loss of $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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the fair [removed: value] [added: values] of these outstanding forward contracts [removed: was a gain of $2.5 and a gain of $0.2, respectively,] [added: were immaterial] and [removed: is] [added: were] included in [removed: accrued] [added: Accrued expenses] and other current liabilities.

For the fiscal year ended March 31, [removed: 2023, 37.2%] [added: 2024, 38.7%] 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: 3.7%,] [added: 3.9%,] while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenue by [removed: 3.7%.][added: 3.9%.]

In particular, during the six months ended September 30, 2023, there was a significant devaluation of the Turkish Lira against the U.S. Dollar, which negatively affected our results.

It is possible that further devaluations could occur, which would have a negative impact on our results.

These transactions are not designated as hedging instruments and are accounted for as derivatives whereby the fair value of the contracts is reported as either assets or

Changes in market rates may affect our future interest expense if there is an outstanding balance on our line of credit.

We believe that our [added: player-first mentality and] commitment to creativity and innovation [removed: is a] [added: are] distinguishing [removed: strength,] [added: strengths,] enabling us to differentiate our products in the marketplace by combining advanced technology with compelling storylines and characters that provide unique gameplay experiences for consumers.

[removed: Another cornerstone of our strategy is to support the success of our products in the] marketplace through innovative marketing programs and global distribution on platforms and through channels that are relevant to our target audience.

We have [removed: 8,894] [added: 9,639] employees working in game development in studios around the world, including some of the most well-known names in the business.

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

We currently own the intellectual property rights to [removed: 44] [added: 48] proprietary brands.

We [removed: typically] select external developers based on their track record and expertise in developing products in the same category or genre.

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

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

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

As of March 31, [removed: 2023,] [added: 2024,] we had a research and development staff of [removed: 8,894] [added: 9,639] employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

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

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

We believe that Rockstar Games has established a uniquely original, popular, cultural phenomenon with its *Grand Theft Auto* series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 395] [added: 420] million units worldwide.

Our most recent installment, *Grand Theft Auto V*, which was released in 2013, has sold-in over [removed: 180] [added: 195] 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: 50] [added: 60] million units worldwide to date.

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

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

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

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

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

Zynga's diverse portfolio of popular game franchises has been downloaded more than [removed: 6] [added: six] billion times, including *CSR Racing*, *Dragon City*, *Empires & Puzzles*, *FarmVille*, *Golf Rival*, *Harry Potter: Puzzles & Spells*, [added: *Match Factory!*,] *Merge [removed: Dragons*,] [added: Dragons!*,] *Merge [removed: Magic*,] [added: Magic!*,] *Monster Legends*, *Toon Blast*, *Top Eleven*, [added: *Top Troops*,] *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*, [removed: *Pressure Washing Run*, and] [added: *Power Slap*,] *Pull the [removed: Pin*.][added: Pin, Twisted Tangle, and Tangled Snakes*.]

The term of the agreement, as amended, expires on March 31, [removed: 2024,] [added: 2025,] with automatic one-year renewal terms thereafter (unless one party gives the other notice of termination).

The agreements require us to submit products to Microsoft for approval and to make royalty [added: payments to Microsoft based on the number of units manufactured or revenue from digitally downloaded content.]

The [removed: term of Xbox 360 Agreement expires on March 31, 2024, and the term] [added: terms] of [removed: the] [added: both] Xbox [removed: Next Gen Agreement expires] [added: Agreements expire] on March 31, [removed: 2024,] [added: 2025,] each with automatic one-year renewal terms thereafter (unless one party gives the other advance notice of non-renewal).

We sell our products globally and have sales operations in Australia, Canada, France, Germany, Japan, [removed: the Netherlands,] Singapore, South Korea, Spain, Taiwan, the United Kingdom, and the United States.

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2023,] [added: 2024,] accounted for [removed: 79.6%] [added: 79.8%] of our net revenue, with Sony, [removed: Google,] Apple, [added: Google,] and Microsoft each accounting for more than 10.0% of our net revenue.

We [removed: also] distribute our titles, add-on content, and in-game purchases through direct digital download to consoles, PCs, and mobile devices.

We view digital distribution as [removed: an important growth opportunity] [added: the principal channel] for our industry and Company; however, we expect that packaged goods and traditional retailers will continue to be an important channel for the sale of our console products for the foreseeable future, particularly in connection with the release of certain titles for consoles or certain regions where digital distribution is not as well established.

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 [removed: items] [added: items,] and sponsorships that integrate relevant advertising and messaging within game [removed: 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.][added: play.]

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

Price protection may occur at any time in a product's life [removed: cycle,] [added: cycle] but typically occurs three to nine months after a product's initial launch.

However, we also acquire our players through paid [added: advertising channels.]

As of March 31, [removed: 2023,] [added: 2024,] we had a sales and marketing staff of [removed: 1,336] [added: 1,353] people.

Examples of our competitors include Activision Blizzard, [removed: Inc.,] Electronic Arts Inc., Embracer Group AB, Playrix, Playtika, Roblox, Scopely, Tencent, and Ubisoft Entertainment S.A. We also expect new competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications.

The competition [added: for shelf space, whether physical or virtual, and promotional support] is intense among an increasing number of newly introduced entertainment software titles and [removed: hardware for adequate levels of shelf space and promotional support.][added: hardware.]

- Other forms of entertainment such as motion pictures, television, social networking, online [removed: computer] applications, and other forms of entertainment, which may be less expensive or provide other advantages to consumers.

Competition in the [added: interactive] entertainment [removed: software] industry is based on innovation, features, playability, product quality, brand name recognition, compatibility with popular platforms, access to distribution channels, price, marketing, and customer service.

For the fiscal years ended March 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] we earned [removed: 37.2%, 40.1%] [added: 38.7%, 37.2%] and [removed: 40.2%,] [added: 40.1%,] respectively, of our net revenue outside the United States.

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

See [Notes [removed: 1](#i588eeabd06744cd08271f41c27844081_121)] [added: 1](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_124)] and [removed: [2](#i588eeabd06744cd08271f41c27844081_124)] [added: [2](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_127)] to our Consolidated Financial Statements.

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

We support our teams by focusing on talent acquisition and retention, and we seek to foster an environment where people build long-term careers and do their best work.

We take steps to optimize efficiency and effectiveness in our operations while also maintaining high standards of quality and customer satisfaction.

Our objective is to achieve greater operating expense leverage as we grow our scale with the release of our eagerly-anticipated pipeline.

We have

Rockstar Games continues to invest in the franchise and plans to release *Grand Theft Auto VI* in the Fall of calendar 2025.

The label released its first trailer for the title in December 2023 and will share more details over time.

2K also has long-held publishing rights for *Borderlands* and *Tiny Tina's Wonderlands* from Gearbox.

As set forth under "Recent Developments," below, on March 27, 2024, we entered into an agreement to purchase Gearbox, which is expected to close in first quarter of Fiscal 2025 and will bring these intellectual properties in-house.

*Pending Acquisition.* On March 27, 2024, we entered into a Share Purchase Agreement to purchase 100% of the issued and outstanding capital stock of The Gearbox Entertainment Company, Inc. ("Gearbox"), from Embracer Group AB.

The purchase price is $460.0, consisting of newly issued shares of Take-Two common stock, valued based on the volume weighted average closing price per share of our common stock on the Nasdaq Global Select Market for the five consecutive trading days ending on (and including) the trading day immediately preceding the closing date, subject to adjustments as defined in the Share Purchase Agreement.

The transaction, which is currently anticipated to close during the first quarter in fiscal 2025, is subject to the satisfaction or waiver of customary closing conditions for both parties.

Although some repercussions of COVID-19 remain across the industry, most of our employees have returned to their offices, with many of our teams productively working in a hybrid work environment.

*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)).

We support our teams by focusing on talent acquisition and retention, and our label structure enables us to target distinct market sectors and opportunities.

which was co-developed by 2K and Tencent, is the top online PC sports game in China with over 60 million registered users.

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

2K also publishes externally developed franchises such as *Borderlands* and *Tiny Tina's Wonderlands*.

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

*Kerbal Space Program 2* was released for early access in fiscal year 2023.

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

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.

payments to Microsoft based on the number of units manufactured or revenue from digitally downloaded content.

advertising channels.

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.

The creative teams at our labels are

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.

Refer to [Note [removed: 1](#i588eeabd06744cd08271f41c27844081_163)[4](#i588eeabd06744cd08271f41c27844081_163) [-] [added: 14 -] Commitments and [removed: Contingencies](#i588eeabd06744cd08271f41c27844081_163)] [added: Contingencies](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_163)] to our Consolidated Financial Statements for disclosures regarding our legal proceedings.

| | | | For the fiscal year ended March 31, [removed: 2023] [added: 2024] | | |

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: $17,945,841,641.][added: $23,342,656,391.]

As of May [removed: 5, 2023,] [added: 6, 2024,] there were [removed: 169,333,577] [added: 171,385,386] shares of the Registrant's Common Stock outstanding, net of treasury stock.

Portions of the registrant's definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders

| [Item [removed: 1](#i588eeabd06744cd08271f41c27844081_16).] [added: 1](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_16).] | | | [removed: [Business](#i588eeabd06744cd08271f41c27844081_16)] [added: [Business](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_16)] | | | [removed: [1](#i588eeabd06744cd08271f41c27844081_16)] [added: [1](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_16)] | | |

| [Item [removed: 1A.](#i588eeabd06744cd08271f41c27844081_19)] [added: 1A.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_19)] | | | [Risk [removed: Factors](#i588eeabd06744cd08271f41c27844081_19)] [added: Factors](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_19)] | | | [removed: [8](#i588eeabd06744cd08271f41c27844081_19)] [added: [8](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_19)] | | |

| [Item [removed: 1B.](#i588eeabd06744cd08271f41c27844081_22)] [added: 1B.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_22)] | | | [Unresolved Staff [removed: Comments](#i588eeabd06744cd08271f41c27844081_22)] [added: Comments](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_22)] | | | [removed: [32](#i588eeabd06744cd08271f41c27844081_22)] [added: [33](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_22)] | | |

| [Item [removed: 2.](#i588eeabd06744cd08271f41c27844081_25)] [added: 2.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_25)] | | | [removed: [Properties](#i588eeabd06744cd08271f41c27844081_25)] [added: [Properties](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_25)] | | | [removed: [32](#i588eeabd06744cd08271f41c27844081_25)] [added: [35](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_25)] | | |

| [Item [removed: 3.](#i588eeabd06744cd08271f41c27844081_28)] [added: 3.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_28)] | | | [Legal [removed: Proceedings](#i588eeabd06744cd08271f41c27844081_28)] [added: Proceedings](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_28)] | | | [removed: [32](#i588eeabd06744cd08271f41c27844081_28)] [added: [36](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_28)] | | |

| [Item [removed: 4.](#i588eeabd06744cd08271f41c27844081_31)] [added: 4.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_31)] | | | [Mine Safety [removed: Disclosures](#i588eeabd06744cd08271f41c27844081_31)] [added: Disclosures](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_31)] | | | [removed: [32](#i588eeabd06744cd08271f41c27844081_31)] [added: [36](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_31)] | | |

| [Item [removed: 5.](#i588eeabd06744cd08271f41c27844081_37)] [added: 5.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i588eeabd06744cd08271f41c27844081_37)] [added: Securities](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_37)] | | | [removed: [33](#i588eeabd06744cd08271f41c27844081_37)] [added: [37](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_37)] | | |

| [Item [removed: 6.](#i588eeabd06744cd08271f41c27844081_40)] [added: 6.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_40)] | | | [removed: [\[Reserved\]](#i588eeabd06744cd08271f41c27844081_40)] [added: [\[Reserved\]](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_40)] | | | [removed: [33](#i588eeabd06744cd08271f41c27844081_40)] [added: [37](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_40)] | | |

| [Item [removed: 7.](#i588eeabd06744cd08271f41c27844081_46)] [added: 7.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i588eeabd06744cd08271f41c27844081_46)] [added: Operations](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46)] | | | [removed: [33](#i588eeabd06744cd08271f41c27844081_46)] [added: [37](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46)] | | |

| [Item [removed: 7A.](#i588eeabd06744cd08271f41c27844081_55)] [added: 7A.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i588eeabd06744cd08271f41c27844081_55)] [added: Risk](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_55)] | | | [removed: [45](#i588eeabd06744cd08271f41c27844081_55)] [added: [49](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_55)] | | |

| [Item [removed: 8.](#i588eeabd06744cd08271f41c27844081_58)] [added: 8.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_58)] | | | [Financial Statements and Supplementary [removed: Data](#i588eeabd06744cd08271f41c27844081_58)] [added: Data](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_58)] | | | [removed: [46](#i588eeabd06744cd08271f41c27844081_58)] [added: [50](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_58)] | | |

| [Item [removed: 9.](#i588eeabd06744cd08271f41c27844081_61)] [added: 9.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_61)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i588eeabd06744cd08271f41c27844081_61)] [added: Disclosure](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_61)] | | | [removed: [46](#i588eeabd06744cd08271f41c27844081_61)] [added: [50](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_61)] | | |

| [Item [removed: 9A.](#i588eeabd06744cd08271f41c27844081_64)] [added: 9A.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_64)] | | | [Controls and [removed: Procedures](#i588eeabd06744cd08271f41c27844081_64)] [added: Procedures](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_64)] | | | [removed: [46](#i588eeabd06744cd08271f41c27844081_64)] [added: [50](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_64)] | | |

| [Item [removed: 9B.](#i588eeabd06744cd08271f41c27844081_67)] [added: 9B.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_67)] | | | [Other [removed: Information](#i588eeabd06744cd08271f41c27844081_67)] [added: Information](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_67)] | | | [removed: [47](#i588eeabd06744cd08271f41c27844081_67)] [added: [51](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_67)] | | |

| [Item [removed: 9](#i588eeabd06744cd08271f41c27844081_1793)[C.](#i588eeabd06744cd08271f41c27844081_1793)] [added: 9C.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_70)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i588eeabd06744cd08271f41c27844081_1793)] [added: Inspections](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_70)] | | | [removed: [47](#i588eeabd06744cd08271f41c27844081_1793)] [added: [51](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_70)] | | |

| [PART [removed: III](#i588eeabd06744cd08271f41c27844081_70)] [added: III](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_73)] | | | | | | | | |

| [Item [removed: 10.](#i588eeabd06744cd08271f41c27844081_73)] [added: 10.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_76)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i588eeabd06744cd08271f41c27844081_73)] [added: Governance](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_76)] | | | [removed: [48](#i588eeabd06744cd08271f41c27844081_73)] [added: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_76)] | | |

| [Item [removed: 11.](#i588eeabd06744cd08271f41c27844081_76)] [added: 11.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_79)] | | | [Executive [removed: Compensation](#i588eeabd06744cd08271f41c27844081_76)] [added: Compensation](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_79)] | | | [removed: [48](#i588eeabd06744cd08271f41c27844081_76)] [added: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_79)] | | |

| [Item [removed: 12.](#i588eeabd06744cd08271f41c27844081_79)] [added: 12.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i588eeabd06744cd08271f41c27844081_79)] [added: Matters](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82)] | | | [removed: [48](#i588eeabd06744cd08271f41c27844081_79)] [added: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82)] | | |

| [Item [removed: 13.](#i588eeabd06744cd08271f41c27844081_82)] [added: 13.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_85)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i588eeabd06744cd08271f41c27844081_82)] [added: Independence](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_85)] | | | [removed: [48](#i588eeabd06744cd08271f41c27844081_82)] [added: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_85)] | | |

| [Item [removed: 14.](#i588eeabd06744cd08271f41c27844081_85)] [added: 14.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_88)] | | | [Principal Accounting Fees and [removed: Services](#i588eeabd06744cd08271f41c27844081_85)] [added: Services](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_88)] | | | [removed: [48](#i588eeabd06744cd08271f41c27844081_85)] [added: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_88)] | | |

| [Item [removed: 15.](#i588eeabd06744cd08271f41c27844081_91)] [added: 15.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_94)] | | | [Exhibits, Financial Statement [removed: Schedules](#i588eeabd06744cd08271f41c27844081_91)] [added: Schedules](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_94)] | | | [removed: [49](#i588eeabd06744cd08271f41c27844081_91)] [added: [53](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_94)] | | |

| [Item [removed: 16.](#i588eeabd06744cd08271f41c27844081_94)] [added: 16.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_97)] | | | [Form 10-K [removed: Summary](#i588eeabd06744cd08271f41c27844081_94)] [added: Summary](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_97)] | | | [removed: [53](#i588eeabd06744cd08271f41c27844081_94)] [added: [57](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_97)] | | |

| | | | [Index to Financial [removed: Statements](#i588eeabd06744cd08271f41c27844081_97)] [added: Statements](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_100)] | | | [removed: [54](#i588eeabd06744cd08271f41c27844081_97)] [added: [58](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_100)] | | |

Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including risks relating to our combination with Zynga Inc. (the "Zynga [removed: Acquisition"), such as the 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 retailers and distributors; the effects of the COVID-19 pandemic on both consumer demand and the discretionary spending patterns of our customers;] [added: Acquisition");] the risks of conducting business [removed: internationally;] [added: internationally, including as a result of unforeseen geopolitical events;] the impact of changes in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio; the impact of inflation; volatility in foreign currency exchange rates; our dependence on key management and product development personnel; our dependence on our NBA 2K and Grand Theft Auto products and our ability to develop other hit titles; our ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting our mobile business, such as player acquisition costs; the timely release and significant market acceptance of our games; the ability to 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](#i588eeabd06744cd08271f41c27844081_19)"] [added: Factors](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_19)"] included in Part I, Item 1A herein.

| [PART I](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_13) | | | | | | | | |

| [Item 1C.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667) | | | [Cyber](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667)[s](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667)[ecurity](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667) | | | [33](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667) | | |

| [PART II](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_34) | | | | | | | | |

| [PART IV](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_91) | | | | | | | | |

| | | | [Signatures](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_187) | | | [107](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_187) | | |

*All figures are in millions, except per share amounts, employee figures, or as otherwise noted.*

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

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

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

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

*Risk Management and Strategy*

Our business operations depend on the availability, integrity and secure processing, storage, and transmission of confidential and sensitive information, including personal information, digitally and through interconnected systems, including those of our vendors, service providers and other third parties on which we rely.

Consequently, we maintain a formal information security program, including physical, technical and administrative safeguards, to prevent and mitigate the risks posed by cybersecurity threats and incidents and to identify, analyze, address, mitigate and remediate those incidents that do occur.

As part of our program:

a.we regularly review and update at least annually our standard policies and procedures related to information technology and analyze those policies against the standards and controls that we believe are most relevant to our Company set by organizations such as the National Institute of Standards and Technology (NIST) cybersecurity framework and the International Organization for Standardization (ISO);

b.we maintain a dedicated cybersecurity team under the direction of our Chief Technology Officer (CTO) and supported by our Chief Information Security Officer (CISO), each of whom has expertise related to data and network security, data governance and risk management;

c.we regularly test our internal IT controls;

d.we regularly conduct internal vulnerability assessments as well as third-party penetration tests;

e.we maintain, and we require our third-party service providers to maintain, security controls designed to ensure the confidentiality, integrity, and availability of our information systems and the confidential and sensitive information we maintain and process, or which is processed on our behalf;

f.we conduct pre-engagement and recurring reviews of the security controls and security-compliance posture of applicable third-party service providers;

g.all employees are required to complete periodic trainings that cover security and privacy best practices and company policies;

h.we have prepared and regularly review and test our business continuity, disaster recovery and other back-up plans, including as they relate to cybersecurity incidents; and

i.we perform periodic simulations of attack scenarios by an internal “Red Team” to test the efficacy of both security controls and our tactical incident response procedures.

We also work with third-party cybersecurity and data privacy professionals as part of the design and implementation of our information security program, including our auditors, independent assessors (for example, for penetration testing) of our cybersecurity program, internal and external legal counsel, and other consultants.

We have a documented incident monitoring, escalation and reporting process and procedure that we believe to be effective in detecting and analyzing cyber incidents as they occur to determine appropriate response action and reporting, including the materiality of any such incidents to our financial condition and operations.

This process includes:

a.continual monitoring of our systems and logs by both dedicated cybersecurity internal and outsourced staff;

b.immediate escalation to and review by our CISO of certain signals, including evidence of external threat actors, ransomware attacks, data exfiltration, identity compromise or unusual requests from management or certain departments;

c.if deemed appropriate, reporting by our CISO to the Company’s Management and its Disclosure Committee, comprised of multi-disciplinary senior leaders across the organization, including representatives of our accounting, human resources, finance, information technology and legal functions, and consultation with internal and external legal counsel, for further review and determination of the scope and materiality of the incident or incidents, including whether public disclosure is appropriate or required; and

d.informing the Audit Committee of our Board of Directors (the “Board”) of significant or material cybersecurity incidents, as appropriate.

All incidents are documented and recorded and catalogued for further review by the CISO and their team.

Incidents that are deemed to be significant and/or rise to the level of a “security breach” are documented in a security incident register as part of our established vulnerability monitoring and incident response procedures.

While we, our clients and our vendors are regularly exposed to malicious technology-related events and threats, none of these threats or incidents, either individually or in the aggregate of related occurrences, have materially affected the Company in the period covered by this report.

We have faced—and in the future may face—sophisticated attacks, including attacks referred to as advanced persistent threats, which are cyberattacks aimed at compromising our intellectual property and other commercially sensitive information, such as the source code and game assets for our software or confidential customer or employee information, which may remain undetected for prolonged periods of time.

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

Subsequently, also in September 2022, 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 , we have incurred certain immaterial incremental one-time costs related to

consultants, experts and data recovery efforts and we generally expect to incur additional costs related to cybersecurity protections in the future.

In determining materiality, cybersecurity incidents are reviewed not only for potential financial impacts, which could include potential legal and regulatory penalties, stolen assets or funds, system damage, forensic and remediation costs, lost client revenue or litigation costs, but also the breadth and sensitivity of data exposure, data exfiltration, impacts on the ability to operate our business or provide our services, client dissatisfaction, reputational harm, and loss of investor confidence.

See Item 1A, Risk Factors, for more information on the cybersecurity threats facing our Company.

*Governance*

Our Board actively oversees our risk management activities both directly and through its committees and considers various risk topics throughout the year, including, through the Audit Committee, cybersecurity and information security risk management and controls.

As part of its oversight function, the Board, directly and through its Audit Committee, oversees the Company’s risk assessment and risk management policies, including related to cybersecurity.

At least semi-annually (with respect to the Audit Committee) and annually (with respect to the Board), our CTO and CISO report to the Audit Committee or the Board addressing a broad range of topics, including significant cybersecurity incidents that have occurred, if any, since the last update, the status of projects and initiatives to update our cybersecurity policies and practices, and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks.

Our CTO and CISO have primary responsibility for managing our information security program and efforts, including with respect to cybersecurity.

They work closely with key stakeholders, including internal committees such as our Cyber Steering Group, peer institutions, and industry groups, in order to manage cybersecurity and information security risk.

Our internal audit team is responsible for testing and auditing our information-technology internal controls.

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

For information regarding our lease commitments, see [Note [removed: 1](#i588eeabd06744cd08271f41c27844081_160)[3](#i588eeabd06744cd08271f41c27844081_160) [- Leases](#i588eeabd06744cd08271f41c27844081_160)] [added: 13 - Leases](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_160)] to our Consolidated Financial Statements.

Ranch, Irvine, Los Angeles, Petaluma, Moorpark, San Francisco, San Jose, San Mateo, and San Rafael, California; Chicago, Illinois; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; Eugene, Oregon; Austin, Texas; and Kirkland and Seattle, Washington.

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: 345] [added: 324] as of May [removed: 5, 2023.][added: 6, 2024.]

See "Liquidity and Capital Resources" under [Item [removed: 7](#i588eeabd06744cd08271f41c27844081_46)] [added: 7](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46)] for additional information on our Credit Agreement.

The table setting forth this information is included in [Part III—Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i588eeabd06744cd08271f41c27844081_79).][added: Matters](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82).]

During the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] we repurchased 0.0, [removed: 1.3,] [added: 0.0,] and [removed: 0.0] [added: 1.3] shares of our common stock in the open market, respectively, for $0.0, [removed: $200.0, and] $0.0, [added: and $200.0,] respectively, including commissions, as part of the program.

As of March 31, [removed: 2023,] [added: 2024,] we had repurchased a total of 11.7 shares of our common stock under the program, and 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: 2023:][added: 2024:]

| January 1 - 31, [removed: 2023] [added: 2024] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| February 1 - 28, [removed: 2023] [added: 2024] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| March 1 - 31, [removed: 2023] [added: 2024] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

We provide details of our valuation and qualifying accounts in [removed: [Note](#i588eeabd06744cd08271f41c27844081_181) [19](#i588eeabd06744cd08271f41c27844081_181) [-] [added: [Note 19 -] Supplementary Financial [removed: Information](#i588eeabd06744cd08271f41c27844081_181)] [added: Information](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_178)] to our Consolidated Financial Statements.

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 [added: 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.]

[added: Based on this evaluation, the principal executive officer and principal financial officer concluded that, at March 31, 2024,] our [added: disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the] reports [removed: filed] [added: that we file or submit] under the Exchange Act is (i) recorded, processed, summarized, and reported [removed: within the time periods specified in the Securities and Exchange Commission's rules and forms] [added: on a timely basis,] and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as [removed: appropriate,] [added: 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: 2023,] [added: 2024,] the end of the period covered by this report.

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2023.][added: 2024.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2023,] [added: 2024,] 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.

Based on this evaluation, the principal executive officer and principal financial officer concluded that, at March 31, 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.

In accordance with SEC guidance, our management's assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Popcore, which we acquired in November 2022 and is included in the March 31, 2023 Consolidated Financial Statements.

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

*Securities Trading Plans of Directors and Executive Officers*

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

During the quarter ended March 31, 2024, no Section 16 officer or director, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.

None.

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: 2023.][added: 2024.]

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: 2023).][added: 2024).]

See Index to Financial Statements on page [removed: [54](#i588eeabd06744cd08271f41c27844081_97)] [added: [58](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_100)] of this Report.

See [removed: [Note](#i588eeabd06744cd08271f41c27844081_181) [19](#i588eeabd06744cd08271f41c27844081_181) [-] [added: [Note 19 -] Supplementary Financial [removed: Information](#i588eeabd06744cd08271f41c27844081_181)] [added: Information](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_178)] to our Consolidated Financial Statements.

| [removed: 2.1] [added: 10.32] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Management Agreement,] dated as of [removed: January 9,] [added: May 3,] 2022, by and [removed: among] [added: between] Take-Two Interactive Software, [removed: Inc., Zebra MS I, Inc., Zebra MS II,] Inc. and [removed: Zynga Inc.](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522005771/d282059dex21.htm) †] [added: ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522141376/d356480dex101.htm)] | | | | | | 8-K | | | | | | [removed: 1/10/2022] [added: 5/5/2022] | | | | | | [removed: 2.1] [added: 10.1] | | | | | | | | |

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

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

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

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

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

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

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

| 4.1 | | | | | | [Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](http://www.sec.gov/Archives/edgar/data/946581/000162828020008291/ex-4103312020.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-41xdescriptionofregistr.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 5/22/2020] | | | | | | [removed: 4.1] | | | | | | [added: X] | | |

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

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

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

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

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

| 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)[3](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)] [added: 4.3)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.6 | | | | | | | | |

| 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)[4](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)] [added: 4.4)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.7 | | | | | | | | |

| 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)[5](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)] [added: 4.5)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.8 | | | | | | | | |

| 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)[6](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)[)](http://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)] [added: 4.6)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.9 | | | | | | | | |

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

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

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

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

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

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

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

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

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

| 10.10 | | | | | | [Form of Employee Global Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_5.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_5.htm)+] | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.5 | | | | | | | | |

| 10.11 | | | | | | [Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000946581/000119312520198591/d940734ddef14a.htm#tx940734_33)+] [added: Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000130817923000926/lttwo2023_def14a.htm#lttwoa045)+] | | | | | | 14A | | | | | | [removed: 7/27/2021] [added: 7/27/2023] | | | | | | Annex B | | | | | | | | |

| 10.12 | | | | | | [Amendment No. 1 to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000946581/000119312520240149/d90600ds8.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000119312520240149/d90600dex992.htm)+] | | | | | | S-8 | | | | | | 9/4/2020 | | | | | | 99.2 | | | | | | | | |

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

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

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

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

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

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

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

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

| 2.1 | | | | | | [Share Purchase Agreement, dated March 27, 2024, by and among Take-Two Interactive Software, Inc., Groundhog 2, LLC, The Gearbox Entertainment Company Holding AB, and Embracer Group AB.](https://www.sec.gov/Archives/edgar/data/946581/000119312524083524/d817256dex21.htm)† | | | | | | 8-K | | | | | | 4/1/2024 | | | | | | 2.1 | | | | | | | | |

| 10.36 | | | | | | [Restricted Unit Agreement dated as of June 1, 2023, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.](https://www.sec.gov/Archives/edgar/data/946581/000119312523158960/d516552dex102.htm)+ | | | | | | S-3 ASR | | | | | | 6/1/2023 | | | | | | 10.2 | | | | | | | | |

| 10.38 | | | | | | [Amendment No. 1 to Credit Agreement, dated as of May 14, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-1038xamendmentno1tocred.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 19.1 | | | | | | [Take-Two Interactive Software, Inc. Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-191xt2securitiestrading.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | [Take-Two Interactive Software, Inc. Policy for the Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-971xclawbackpolicy.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

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

| 10.44 | | | | | | [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 | | | | | | | | |

[removed: FISCAL YEAR ENDED MARCH 31, 2023][added: | | | | | | | Fiscal Year Ended March 31, | | | | | | Fiscal Year Ended | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i588eeabd06744cd08271f41c27844081_100)] [added: Firm](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_103)] (Ernst & Young LLP, New York, New York, PCAOB ID 42) | | | [removed: [55](#i588eeabd06744cd08271f41c27844081_100)] [added: [59](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_103)] | | |

| [Consolidated Balance [removed: Sheets](#i588eeabd06744cd08271f41c27844081_103)—At] [added: Sheets](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_106)—At] March 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [59](#i588eeabd06744cd08271f41c27844081_103)] [added: [63](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_106)] | | |

| [Consolidated Statements of [removed: Operations](#i588eeabd06744cd08271f41c27844081_106)—For] [added: Operations](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_109)—For] the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | [removed: [60](#i588eeabd06744cd08271f41c27844081_106)] [added: [64](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_109)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i588eeabd06744cd08271f41c27844081_109) [(Loss)](#i588eeabd06744cd08271f41c27844081_109) [Income](#i588eeabd06744cd08271f41c27844081_109)—For] [added: Comprehensive (Loss) Income](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_112)—For] the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | [removed: [61](#i588eeabd06744cd08271f41c27844081_109)] [added: [65](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i588eeabd06744cd08271f41c27844081_112)—For] [added: Flows](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_115)—For] the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | [removed: [62](#i588eeabd06744cd08271f41c27844081_112)] [added: [66](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_115)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i588eeabd06744cd08271f41c27844081_115)—For] [added: Equity](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_118)—For] the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | [removed: [63](#i588eeabd06744cd08271f41c27844081_115)] [added: [67](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_118)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i588eeabd06744cd08271f41c27844081_118)] [added: Statements](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_121)] | | | [removed: [64](#i588eeabd06744cd08271f41c27844081_118)] [added: [68](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_121)] | | |

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 25, 2023] [added: 21, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 1 to the consolidated financial statements, revenue for amounts allocated to the game related services for full game software products as well as virtual currency and in-game purchases is recognized ratably over an estimated service period. Significant judgment is exercised by the Company in determining the service period that should be utilized to recognize revenue over time. Auditing the judgments and estimates made by management in estimating the 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 [added: day played online or first in-game purchase] and last [removed: days] [added: day] 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 the Company’s controls over the revenue recognition process. We selected a sample of transactions and tested the Company’s controls in relation to estimating the service period over which game related services revenue is recognized. 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, [removed: testing qualitative factors utilized such as reviewing online trends,] comparing to similar or historical [removed: products and] [added: products,] analyzing competitor [removed: information.] [added: information and performing sensitivity analyses.] | | |

| *Description of the Matter* | | | As [added: of March 31, 2024, the Company's intangible assets that are subject to amortization included developed game technology of $2,487.4 million. As] disclosed in Note [removed: 20] [added: 1] to the consolidated financial statements, [removed: the Company acquired Zynga on May 23, 2022] [added: intangible assets that are subject to amortization are tested] for [removed: total purchase consideration] [added: impairment whenever events or changes in circumstances indicate that the related carrying amount] of [removed: $9,521.8 million.] [added: the asset or asset group may not be recoverable.] The [removed: Company accounted for] [added: carrying amount of] the [removed: business combination by recognizing] [added: asset is compared to] the [removed: assets acquired and liabilities assumed at their fair value as of] [added: estimated undiscounted future cash flows that are expected to result from] the [removed: date] [added: use] of [removed: acquisition, with] the [removed: excess] [added: asset. During the fiscal year ended March 31, 2024, the Company] recorded [added: impairment charges of $577.4 million related] to [removed: goodwill. The assets acquired included] [added: certain of its] developed game [removed: technology, branding and trade names, and game engine] technology [removed: which are] intangible [removed: assets that were valued at $4,440 million, $384 million and $261 million, respectively, as of May 23, 2022.] [added: assets.] Auditing the Company’s [removed: acquisition of Zynga] [added: impairment tests] was complex due to the significant [added: management judgment and] estimation uncertainty in determining the fair value of [removed: identified] [added: certain] intangible assets [removed: including developed game technology, branding and trade names, and game engine technology.] [added: that were tested for impairment.] The significant assumptions used to estimate the value of the [removed: developed game technology and game engine technology] intangible assets included [removed: revenue growth rates,] [added: forecasted revenue,] EBITDA margins, long-term decay rates, and discount rates. [removed: 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 [added: company-specific,] 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 [removed: accounting for] [added: process to determine] the [removed: Zynga acquisition.] [added: fair value of the reporting unit that was impaired.] For example, we tested controls over [removed: the Company’s process to measure acquired intangible assets as well as controls over] management’s review of the significant assumptions [removed: described above.] [added: used to estimate the fair value of the reporting unit that was impaired.] To test the estimated fair value of the [removed: acquired intangible assets,] [added: reporting unit that was impaired,] 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 [removed: projected] [added: forecasted] revenue [removed: growth rates] and EBITDA margins by considering historical results [removed: of the acquired business] and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing [added: the] methodologies and certain significant assumptions used to value the [removed: acquired intangible assets.] [added: reporting unit that was impaired.] We [removed: also] performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value [removed: estimates] [added: estimate] that would result from changes in assumptions. | | |

| *Description of the Matter* | | | As of March 31, [removed: 2023,] [added: 2024,] the [removed: Company's intangible assets that are subject to amortization included developed game technology of $3,690.5] [added: Company’s goodwill balance was $4,426.4] million. As disclosed in Note 1 to the consolidated financial statements, [removed: intangible assets that are subject to amortization are] [added: goodwill is] tested for impairment [removed: whenever events] [added: annually,] or [removed: changes in] [added: more frequently if events and] circumstances indicate [removed: that] the [removed: related carrying amount] [added: fair value] of [removed: the asset or asset group] [added: a reporting unit] may [removed: not] be [removed: recoverable and the] [added: below its] carrying [removed: amount of] [added: amount. If] the [removed: asset] [added: carrying value] exceeds [removed: estimated expected undiscounted future cash flows that are expected] [added: the fair value, an impairment charge is recognized equal] to [removed: result from] the [removed: use] [added: difference between the carrying value] of the [removed: asset.] [added: reporting unit and its fair value.] During the fiscal year ended March 31, [removed: 2023,] [added: 2024,] the Company recorded [removed: an] impairment [removed: charge] [added: charges] of [removed: $465.3 million] [added: $2,342.1 million, representing a partial impairment] related to [added: a] certain [removed: of its developed game technology intangible assets.] [added: reporting unit.] Auditing the Company’s impairment [removed: tests] [added: test] was complex due to the significant [added: management judgment and] estimation uncertainty [added: involved] in determining the fair value of the [removed: intangible assets] [added: reporting unit] that [removed: were] [added: was quantitatively] tested for impairment. The significant assumptions used to estimate the value of the [removed: intangible assets] [added: reporting unit] included [removed: revenue growth rates,] [added: forecasted revenue,] EBITDA margins, long-term [removed: decay rates,] [added: growth rate,] and discount [removed: rates.] [added: rate.] These significant assumptions [removed: were] [added: are] forward-looking and could be affected by future [added: company-specific,] 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 [removed: management's] [added: management’s] review of the significant assumptions used to estimate the fair value of the developed game technology [added: intangible assets] that [removed: was impaired.] [added: were tested for impairment.] 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 [removed: projected] [added: forecasted] revenue [removed: 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 [removed: impaired.] [added: tested for impairment.] 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. | | |

We have audited Take-Two Interactive Software, Inc.’s internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] 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, Take-Two Interactive Software, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive (loss) income, cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated May [removed: 25, 2023] [added: 21, 2024] expressed an unqualified opinion thereon.

| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 827.4] [added: 754.0] | | | | | $ | [removed: 1,732.1] [added: 827.4] | |

| Short-term investments | | | | | | [removed: 187.0] [added: 22.0] | | | | | | [removed: 820.1] [added: 187.0] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 307.6] [added: 252.1] | | | | | | [removed: 359.8] [added: 307.6] | | |

| Accounts receivable, net of allowances of [removed: $1.3] [added: $1.2] and [removed: $0.4] [added: $1.3] at March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | [removed: 763.2] [added: 679.7] | | | | | | [removed: 579.4] [added: 763.2] | | |

| Software development costs and licenses | | | | | | [removed: 65.9] [added: 88.3] | | | | | | [removed: 81.4] [added: 65.9] | | |

| Contract assets | | | | | | [removed: 79.9] [added: 85.0] | | | | | | [removed: 104.9] [added: 79.9] | | |

| Prepaid expenses and other | | | | | | [removed: 277.1] [added: 378.6] | | | | | | [removed: 193.4] [added: 277.1] | | |

| Total current assets | | | | | | [removed: 2,508.1] [added: 2,259.7] | | | | | | [removed: 3,871.1] [added: 2,508.1] | | |

| Fixed assets, net | | | | | | [removed: 402.8] [added: 411.1] | | | | | | [removed: 242.0] [added: 402.8] | | |

| Right-of-use assets | | | | | | [removed: 282.7] [added: 325.7] | | | | | | [removed: 217.2] [added: 282.7] | | |

| Software development costs and licenses, net of current portion | | | | | | [removed: 1,072.2] [added: 1,446.5] | | | | | | [removed: 755.9] [added: 1,072.2] | | |

| Goodwill | | | | | | [removed: 6,767.1] [added: 4,426.4] | | | | | | [removed: 674.6] [added: 6,767.1] | | |

| Other intangibles, net | | | | | | [removed: 4,453.2] [added: 3,060.6] | | | | | | [removed: 266.5] [added: 4,453.2] | | |

| Deferred tax assets | | | | | | [removed: 44.8] [added: 1.9] | | | | | | [removed: 73.8] [added: 44.8] | | |

| Long-term restricted cash and cash equivalents | | | | | | [removed: 99.6] [added: 95.9] | | | | | | [removed: 103.5] [added: 99.6] | | |

| Other assets | | | | | | [removed: 231.6] [added: 189.1] | | | | | | [removed: 341.7] [added: 231.6] | | |

| Total assets | | | | | | $ | [removed: 15,862.1] [added: 12,216.9] | | | | | $ | [removed: 6,546.3] [added: 15,862.1] | |

| Accounts payable | | | | | | $ | [removed: 140.1] [added: 195.9] | | | | | $ | [removed: 125.9] [added: 140.1] | |

| Accrued expenses and other current liabilities | | | | | | [removed: 1,225.7] [added: 1,062.6] | | | | | | [removed: 1,074.9] [added: 1,225.7] | | |

| | | | Impairment of goodwill for a certain reporting unit | | |

May 21, 2024

May 21, 2024

| General and administrative | | | | | | 716.1 | | | | | | 839.5 | | | | | | 510.9 | | |

| Goodwill impairment | | | | | | 2,342.1 | | | | | | — | | | | | | — | | |

| Business reorganization | | | | | | 104.6 | | | | | | 14.6 | | | | | | 0.8 | | |

| Net (loss) income | | | | | | $ | (3,744.2) | | | | | $ | (1,124.7) | | | | | $ | 418.0 | |

| Net (loss) income | | | | | | $ | (3,744.2) | | | | | $ | (1,124.7) | | | | | $ | 418.0 | |

| Goodwill impairment | | | | | | 2,342.1 | | | | | | — | | | | | | — | | |

| Interest expense | | | | | | 140.6 | | | | | | 122.7 | | | | | | 6.5 | | |

| Exercise of stock options | | | | | | — | | | | | | — | | | | | | 1.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.5 | | |

| Balance, March 31, 2024 | | | | | | 194.5 | | | | | | 1.9 | | | | | | $ | 9,371.6 | | | | | (23.7) | | | | | | $ | (1,020.6) | | | | | $ | (2,579.9) | | | | | $ | (105.1) | | | | | $ | 5,667.9 | |

One customer accounted for 23.2%, 23.5% and 38.0% of net

We typically enter into

commencement date.

During the fiscal year ended March 31, 2024, we recognized goodwill impairment charges of $2,342.1, representing a partial impairment related to one of our reporting units.

The impairment was primarily due to a reduction in the forecasted performance of the reporting unit due to industry conditions and changes in our strategies for games within the reporting unit in response to those conditions.

As of March 31, 2024, the goodwill balance of that reporting unit is $4,131.1.

Unanticipated changes in business performance or the regulatory environment, market declines, and other events impacting the fair value of the reporting units with assigned goodwill, or increases in the level of equity required to support these businesses, could cause additional goodwill impairment charges in future periods.

Refer to [Note 9 - Goodwill and Intangible Assets, Net](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_148).

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 (April 1, 2025 for the Company).

The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted.

We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

Segment Reporting Disclosures

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,* which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 (April 1, 2024 for the Company).

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements.

We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

| Total net revenue | | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | | | | | $ | 3,504.8 | |

| Total net revenue | | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | | | | | $ | 3,504.8 | |

| Total net revenue | | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | | | | | $ | 3,504.8 | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Total net revenue | | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | | | | | $ | 3,504.8 | |

During the fiscal years ended March 31, 2024, 2023, and 2022, we recorded $52.8, $47.1, and $29.2, respectively, of

| | | | | | | March 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Total financial assets | | | | | | $ | 599.0 | | | | | $ | — | | | | | $ | 26.8 | | | | | $ | 625.8 | |

| Short-term debt, net: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Convertible notes | | | | | | — | | | | | | 24.6 | | | | | | — | | | | | | 24.6 | | |

| | | | | | |

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

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

May 25, 2023

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

| General and administrative | | | | | | 843.1 | | | | | | 511.7 | | | | | | 390.4 | | |

| Cash flow hedges: | | | | | | | | | | | | | | | | | | | | |

| Change in unrealized gains | | | | | | — | | | | | | — | | | | | | (3.8) | | |

| Reclassification to earnings | | | | | | — | | | | | | — | | | | | | (1.9) | | |

| Tax effect on effective cash flow hedges | | | | | | — | | | | | | — | | | | | | 0.8 | | |

| Change in fair value of cash flow hedges | | | | | | — | | | | | | — | | | | | | (4.9) | | |

| Interest expense | | | | | | 108.6 | | | | | | — | | | | | | — | | |

| Amortization of debt issuance costs | | | | | | 14.1 | | | | | | 6.5 | | | | | | — | | |

| Balance, March 31, 2020 | | | | | | 136.0 | | | | | | 1.4 | | | | | | $ | 2,134.8 | | | | | (22.4) | | | | | | $ | (820.6) | | | | | $ | 1,282.1 | | | | | $ | (58.4) | | | | | $ | 2,539.3 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 588.9 | | | | | | — | | | | | | 588.9 | | |

| Change in unrealized gains on cash flow hedge, net | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4.9) | | | | | | (4.9) | | |

| Issuance of shared related to Playdots, Inc. acquisitions | | | | | | 0.6 | | | | | | — | | | | | | 97.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97.6 | | |

Acquisition of Zynga

On May 23, 2022, we completed our acquisition of Zynga Inc. ("Zynga"), a leading developer of mobile games.

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

game title as well as, in some cases, the underlying intellectual property rights.

In certain of our lease

As of March 31, 2023, the goodwill balance of one of our reporting units is $6,377.0, and a moderate reduction in its fair value may result in an impairment charge, which would be equal to the excess carrying value over the fair value of such assets.

Such a reduction in fair value could result from a reduction in our long-term growth rates and operating margins used to calculate projected future cash flows or a change in any of the estimates mentioned above.

Accounting for Government Assistance

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

The new guidance is effective for fiscal years beginning after December 15, 2021, with the new disclosures required on an annual basis, and can be applied either prospectively or retrospectively.

We adopted the new guidance on April 1, 2022 and included the required disclosures with respect to any government assistance or grants subject to the scope of the guidance to the extent material.

Refer to [Note 7 - Software Development Costs and Licenses](#i588eeabd06744cd08271f41c27844081_142).

Accounting for Contract Assets and Contract Liabilities

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

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

We adopted this effective April 1, 2022.

The adoption of this update did not have an impact on our Consolidated Financial Statements and was applied to our acquisition of Zynga.

Refer to [Note 20 - Acquisitions](#i588eeabd06744cd08271f41c27844081_184).

Accounting for Convertible Debt

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by reducing the number of accounting models and generally requiring that a convertible instrument be accounted for as a single liability measured at amortized cost, with no conversion feature separately recorded in equity.

Similarly, no portion of issuance costs will be allocated to equity under the ASU.

Further, the ASU amends the earnings per share guidance by requiring the diluted earnings per share calculation for convertible instruments to follow the if-converted method, with use of the treasury stock method no longer permitted.