Take-Two Interactive Annual Report 2019

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FY2019 Annual Report · Take-Two Interactive

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TAKE-TWO INTERACTIVE SOFTWARE, INC.
2019 ANNUAL REPORT

Generated significant cash flow and ended the fiscal year with

$1.57 BILLION
$1.57 BILLION
$2.93 BILLION
$2.93 BILLION

Net Bookings from recurrent
consumer spending grew

in cash and short-term investments

Delivered total Net Bookings of

47% year-over-year increase

to a new record
and accounted for

20%
20%
39%
39%

of total Net Bookings

24 MILLION
24 MILLION

units
sold-in
to date

Tied with Grand Theft Auto V as the highest-rated game
on PlayStation 4 and Xbox One with 97 Metacritic score

One of the most critically-acclaimed and commercially
successful video games of all time with nearly

110 MILLION
110 MILLION
3,4003,400

Employees working in game
development and 19 studios
around the world

units
sold-in
to date

Sold-in over 9 million units and expect lifetime Net Bookings
to be the highest ever for a 2K sports title

Digitally-delivered
Net Bookings grew

and accounted for

33%
33%
62%
62%

of total Net Bookings

DEAR SHAREHOLDERS,

Fiscal 2019 was a stellar year for Take-Two, highlighted by record Net Bookings, which
exceeded our outlook at the start of the year, driven by the record-breaking launch of
Red Dead Redemption 2, the outstanding performance of NBA 2K, and better-than-
expected results from Grand Theft Auto Online and Grand Theft Auto V. Net revenue
grew 49% to $2.7 billion, Net Bookings grew 47% to $2.9 billion, and we generated
significant earnings growth. We deployed $362.4 million to repurchase 3.72 million
shares of our common stock and, as of March 31, 2019, we had over $1.57 billion in cash
and short-term investments. Today, our enterprise is a global leader in the interactive
entertainment industry and a significantly higher-margin business than at any time
in our history.

OUR KEY ACHIEVEMENTS

n We delivered record digitally-delivered net revenue and Net Bookings. Digitally-delivered net
revenue grew 49% to $1.68 billion and digitally-delivered Net Bookings grew 33% to $1.80 billion.

n We generated record net revenue and Net Bookings from recurrent consumer spending. Recurrent

consumer spending accounted for 40% of total net revenue and 39% of total Net Bookings.

n We released Red Dead Redemption 2 to mass critical and commercial success. A testament to

Rockstar Games’ unparalleled ability to create the highest-quality entertainment experiences, Red
Dead Redemption 2 received near-perfect critical reviews and multiple game of the year awards.
The title remains tied with Grand Theft Auto V as the highest-rated game on PlayStation 4 and
Xbox One, with a 97 Metacritic score. According to The NPD Group, based on combined physical
and digital sales in the U.S., Red Dead Redemption 2 was the best-selling game of 2018. To date,
Red Dead Redemption 2 has sold-in more than 24 million units worldwide. In support of the
title, Rockstar Games launched Red Dead Online – a new multiplayer experience within Red Dead
Redemption 2’s enormous and vibrant open world. The title exited the Beta period on May 14, 2019,
including a major content drop. We believe Red Dead Online is poised for success and Rockstar
Games will release many more updates in the future.

n Nearly six years after their launch, Grand Theft Auto V and Grand Theft Auto Online continued to
be significant contributors to our results. Grand Theft Auto V has sold-in almost 110 million units,
cementing further its standing as the “must-have” title of the current console generation. Rockstar
Games’ flagship titles continue to drive exceptional engagement and results. Grand Theft Auto V
and Red Dead Redemption 2, including their online games, had almost 90 million unique player
accounts in fiscal 2019 alone. Life to date, more than 200 million unique player accounts have
registered in Rockstar Games’ Social Club platform as having played these games. Rockstar Games
will continue to support both immersive online worlds with innovative content to keep players
engaged and drive growth over time.

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2019 ANNUAL REPORT

n We released NBA 2K19, which is on pace to generate the highest Net Bookings ever for a 2K sports
title. Our industry-leading basketball series continues to expand its audience and underscores that
NBA 2K remains the perennial favorite among both basketball and pop-culture fans. To date, NBA
2K19 has sold-in more than 9 million units. During fiscal 2019, recurrent consumer spending on
NBA 2K grew 45% to a new record and became the single-largest contributor to that part of our
business. Over the past year, we have seen a substantial increase in engagement with NBA 2K,
including average games played for NBA 2K19 outperforming its predecessor by over 20%.

n We announced, together with The National Basketball Association (NBA) and National Basketball
Players Association (NBPA), a significant, multiyear global partnership extension. The agreement
expands upon the success of the NBA 2K series that has sold-in over 90 million units worldwide.

n We successfully launched WWE 2K19, which has been enhanced by an array of downloadable add-

on content, including a Season Pass. The WWE brand continues to expand worldwide, and we believe
there remains a substantial long-term opportunity to grow our WWE 2K series by leveraging further
the development expertise of 2K and Visual Concepts.

n We bolstered our sports portfolio with the releases of NBA 2K Playgrounds 2 and The Golf Club

2019 Featuring PGA TOUR. We will continue to explore opportunities to complement our offerings
in this category.

n We announced that video game industry veteran Michael Condrey joined 2K as President of
the label’s new game development studio based in Silicon Valley. Condrey is best known for
co-founding Sledgehammer Games and leading development for the renowned Call of Duty franchise,
including Call of Duty: Modern Warfare 3. Condrey also served as Chief Operating Officer and Director
at Visceral Games, which established the popular Dead Space franchise. In his new role with 2K,
Condrey will build and lead a new development team to work on an unannounced project.

n Social Point remained a meaningful contributor to our results through its two biggest mobile

titles, Dragon City and Monster Legends. During fiscal 2019, our Barcelona-based studio launched
Tasty Town, a new game within the popular restaurant category. Social Point is working hard on its
exciting development pipeline, including more than 10 new games, and is focused on driving growth
and expanding its audience.

n During fiscal 2019, we repurchased 3.72 million shares of Take-Two common stock for $362.4 million.

SUCCESSFUL GROWTH STRATEGY

Take-Two’s strategy is to develop the highest-quality, most compelling interactive entertainment franchises
in the business, and deliver them on every platform around the world that is relevant to our audience.
Complementing our core business with offerings that drive ongoing engagement with and recurrent
consumer spending (including virtual currency, in-game purchases and add-on content) on our titles after
their initial purchase is an important, high-margin growth opportunity and, therefore, a key strategic priority
of our organization. We now support virtually all of our new releases with innovative offerings designed to
achieve this objective. Recurrent consumer spending also helps to strengthen our results between front-line
releases while providing long-term value to our consumers and extends the lives of our products.

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2019 ANNUAL REPORT

World-class creative teams: Creativity and innovation remain the core tenets of our organization, and are the
lifeblood for our ongoing success. We have over 3,400 employees working in game development in 19 studios
around the world, including some of the most talented visionaries in the business. We provide them with the
resources and time that they need to create groundbreaking entertainment experiences. We support and
encourage our creative teams to pursue their passions, which we believe results in them delivering the best
products. Whether expanding beloved franchises, launching new intellectual property or providing innovative
ways for audiences to remain captivated and engaged, we have an unwavering commitment to producing the
highest-quality entertainment experiences.

Diverse portfolio of industry-leading intellectual property: Take-Two is a financially strong, global interactive
entertainment enterprise with numerous successful franchises encompassing a variety of genres. Our diverse
portfolio of intellectual property includes 11 series with at least one five-million unit selling release, and more
than 60 individual, multi-million unit selling titles.

Capitalizing on growth of digital distribution: During fiscal 2019, we continued to capitalize on our industry’s
ongoing transition towards digital distribution, and delivered both record digitally-delivered net revenue
and Net Bookings, including our highest-ever from recurrent consumer spending. In addition to virtual
currency for NBA 2K, Grand Theft Auto Online and Red Dead Redemption, recurrent consumer spending
was enhanced by a variety of offerings. These included free-to-play games led by Social Point’s mobile titles,
WWE SuperCard, which grew over 13% year-over-year net of platform fees and has now been downloaded
more than 19 million times, and NBA 2K Online in China, which grew 74% driven by the launch of NBA 2K
Online 2 and remains the #1 online PC sports game in China with 45 million registered users. In addition, add-
on content was a meaningful contributor to recurrent consumer spending, led by offerings for Sid Meier’s
Civilization, XCOM 2 and WWE 2K 19. Our results also benefited from ongoing growth in full-game downloads,
with more than 38% of units for current-generation consoles and over 95% of units for PC delivered digitally.
Moreover, 50% of our catalog sales for old-generation consoles are being delivered through digital download.
Over the long-term, we expect the trend towards digital distribution to continue.

Actively investing in emerging opportunities: Interactive entertainment is one of today’s most dynamic
and popular art forms. We are investing heavily in opportunities to expand our creative teams and grow
our scale; increase our presence in mobile; and explore emerging distribution channels and business models,
such as streaming, subscription and free-to-play. We will continue to focus on delivering the highest-quality
interactive entertainment, and to seek new and innovative ways both to enhance players’ experience with our
games and drive long-term engagement. The execution of this strategy will provide value to our customers
and generate growth and profits over the long-term.

• Mobile – Our acquisition of Social Point expanded our presence in the free-to-play mobile market,
which is the largest and fastest-growing segment within our industry. We believe that Social Point
is a perfect complement to our business because it produces high-quality entertainment that can
attract and retain a loyal, highly-engaged player base and deliver sustainable results. Social Point has
a number of exciting titles planned for launch in the coming years, and we continue to view mobile
games as an important long-term growth opportunity for Take-Two.

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2019 ANNUAL REPORT
• eSports – We are very pleased with the ongoing progress of the NBA 2K League – our joint-venture
with the NBA that marked the first competitive gaming league jointly owned by a major professional
sports league. The NBA 2K League had its inaugural season starting in May 2018, and in April 2019,
it kicked off its second season with 21 teams participating, up from 17 during the prior year. The
League has been steadily building its portfolio of high-profile partnerships and sponsorships, including
AT&T, Champion Athleticwear, Dell and Intel. In addition, YouTube joined Twitch as a livestream partner
for all of the games of the second season. We are very excited about the continued success and
growth of the League, which has the long-term potential to enhance engagement, and to be a driver
of profits for our Company.

• Geographic Expansion – Asia represents an important long-term growth opportunity for our

organization. During fiscal 2019, Asia represented approximately 7% of our Net Bookings. In addition
to NBA 2K Online and NBA 2K Online 2, we are planning to expand our successful partnership with
Tencent through the release of Kerbal Space Program on Tencent’s WeGame distribution platform
as a premium PC game. We are excited about Tencent’s WeGame platform and the opportunity to
grow our business in China.

Innovative marketing and global distribution: Creating groundbreaking entertainment experiences is only
part of our formula for success. Our marketing teams execute well-coordinated global campaigns that
leverage nearly every form of media – from traditional to social – to turn our product launches into tent
pole events. We also work in lockstep with our key retail partners, both brick-and-mortar and online, to
create promotions that drive consumers to the point of sale. Our global distribution network ensures that
our products are available to consumers throughout the world, both physically and digitally – wherever and
whenever they desire.

Sound financial foundation: With $1.57 billion in cash and short-term investments as of March 31, 2019,
Take-Two has ample capital to pursue a variety of investment opportunities. We are very excited about
our growth potential over the long-term, and our strong cash position and outlook give us the flexibility
both to invest in organic growth opportunities, as well as potential studio or IP acquisitions, and strategic
partnerships. We also have the ability to return capital to shareholders, including through opportunistic
share repurchases.

EXCITING LINEUP OF NEW RELEASES

We expect fiscal 2020 to be another strong year for Take-Two:

n On August 27, Private Division will release Ancestors: The Humankind Odyssey, the debut title from

Panache Digital Games, the independent development studio co-founded in 2014 by Patrice Désilets,
the original creative director of the Assassin’s Creed franchise. In Ancestors: The Humankind Odyssey,
players are challenged to survive and evolve in the harsh yet beautiful land of Africa spanning from
ten million to two million years ago. The title will launch initially on PC and be available for the
PlayStation 4 and Xbox One in December 2019.

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2019 ANNUAL REPORT

n On September 6, the next annual offering of NBA 2K, the series that has defined basketball culture
for over two decades, will return and feature six-time NBA All-Star, three-time All-NBA First Team,
three-time NBA All-Defensive Team and 2012 Olympic gold medalist Anthony Davis on the cover.
2K will feature three-time NBA Champion, 13-time NBA All-Star, 2008 Olympic gold medalist and
2006 NBA Finals MVP Dwyane Wade on the cover of the NBA 2K20 Legend Edition. As always,
the team at Visual Concepts promises to deliver their trademark array of exciting new features and
innovations that keep players coming back year after year. At launch, NBA 2K20 will be available for
PlayStation 4, Xbox One, Nintendo Switch and PC. The title also will be available for Google Stadia
when the platform launches in November 2019.

n On September 13, 2K and Gearbox Software will release Borderlands 3, the next installment in the

critically acclaimed shooter-looter series, for PlayStation 4, Xbox One and Windows PC. Borderlands
3 is a hilarious, story-driven, non-stop galactic thrill-ride, filled with colorful characters, epic enemies
and, literally, billions of guns. The franchise, which combines the exhilarating action of a first-person
shooter with the rich progression and loot systems of a role-playing game, has sold-in more than 43
million units worldwide to date. Borderlands 2 has sold-in 20 million units to date and, more than six
years after release, still draws in over one million Unique Monthly Users. The title will be available for
Google Stadia when the platform launches in November 2019.

n On October 11, 2K’s popular WWE series will be back with WWE 2K20, taking gamers into the

action-packed squared circle with several franchise firsts alongside streamlined gameplay and a
variety of popular modes on the PlayStation 4, Xbox One and PC. Current Raw® Women’s Champion
Becky Lynch® and WWE Superstar Roman Reigns™ will serve as the game’s cover Superstars and
ambassadors for its worldwide marketing campaign – “Step Inside” – which invites players to enter
the world of WWE Superstars and face a variety of new and exciting challenges in the virtual ring.

n On October 25, Private Division will release The Outer Worlds. Developed by Obsidian Entertainment,

The Outer Worlds marks the reunion of Tim Cain and Leonard Boyarsky, the original creators of Fallout,
who are introducing an entirely new single-player sci-fi RPG experience. Launching on PlayStation
4, Xbox One and PC, The Outer Worlds is a dark and witty player-driven story set in a colony at the
farthest reaches of the galaxy. As the cold, firm grasp of corporate bureaucracy starts to unravel due
to one unknown visitor – you – the character that you decide to become – will determine how the
story unfolds.

n Throughout fiscal year 2020, we will continue to support our titles with innovative post-launch content
that drives engagement and recurrent consumer spending, including many more updates for Red Dead
Online and Grand Theft Auto Online. In addition, Social Point and 2K will continue to broaden
our offerings for mobile devices.

Looking ahead, we have the strongest development pipeline in our history, including sequels from our biggest
franchises as well as new IP. Importantly, fiscal 2020 will be a year of significant investment in R&D that
should enable us to scale further our long-term release slate.

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2019 ANNUAL REPORT

OUR FUTURE

As we close one of our best years to date and look to the horizon, we are extremely proud that Take-Two
remains the home for our industry’s most creative and passionate talent. Their vision and ability to captivate
and engage audiences around the world – across an array of platforms and offerings – both redefines the
possibilities of interactive entertainment and forms the foundation for our continued success.

This is an incredibly exciting time for our industry, with new technologies that enable our teams to advance
interactive entertainment, emerging distribution and business models that expand our audience, and the
proliferation of communities that participate in or watch connected play. Take-Two is exceedingly well-
positioned – creatively, strategically and financially – to capitalize on its vast opportunities and to continue
to deliver value to our customers and returns for our shareholders over the long-term.

We would like to thank our colleagues for delivering an outstanding year for our Company. To our
shareholders, we want to express our appreciation for your continued support.

Sincerely,

Strauss Zelnick
Chairman and Chief Executive Officer

Karl Slatoff
President

July 12, 2019

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2019 ANNUAL REPORTUNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2019

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number 001-34003

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

110 West 44th Street
New York, New York
(Address of principal executive offices)

51-0350842
(I.R.S. Employer
Identification No.)

10036
(Zip Code)

Registrant's Telephone Number, Including Area Code: (646) 536-2842

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $.01 par value

Trading symbol
TTWO

Name of each exchange on which registered
NASDAQ Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

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
$15,537,179,720.

As of May 2, 2019, there were 112,541,501 shares of the Registrant's Common Stock outstanding, net of treasury stock.

Documents Incorporated by Reference:
Portions of the registrant's definitive proxy statement for the 2019 Annual Meeting of Stockholders
are incorporated by reference into Part III herein.

INDEX

PART I

PART II

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Selected Financial Data

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Item 9.

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

PART III

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees and Services

PART IV

Item 15.

Exhibits, Financial Statement Schedules

Item 16.

Form 10-K Summary

Index to Financial Statements

Signatures

PAGE

23
25

45
45

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The statements contained herein which are not historical facts are considered forward-looking statements under federal
securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans,"
"potential," "predicts," "projects," "seeks," "should," "will," or words of similar meaning and include, but are not limited to,
statements regarding the outlook for the Take-Two Interactive Software, Inc.'s ("Take-Two," the "Company," "we," "us," or similar
pronouns) future business and financial performance. Such forward-looking statements are based on the current beliefs of our
management as well as assumptions made by and information currently available to them, which are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially
from these forward-looking statements based on a variety of risks and uncertainties including, but not limited to, those discussed
under the heading "Risk Factors" included in Part I, Item 1A herein. All forward-looking statements are qualified by these
cautionary statements and speak only as of the date they are made. The Company undertakes no obligation to update any forward-
looking statement, whether as a result of new information, future events or otherwise.

PART I

Item 1. Business

General

We are a leading developer, publisher and marketer of interactive entertainment for consumers around the globe. We
develop and publish products principally through our two wholly-owned labels Rockstar Games and 2K, as well as our Private
Division label and Social Point, a leading developer of mobile games. Our products are currently designed for console gaming
systems such as the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4"), Microsoft Corporation ("Microsoft")
Xbox One® ("Xbox One"), the Nintendo Switch, and personal computers ("PC"), including smartphones and tablets. We deliver
our products through physical retail, digital download, online platforms, and cloud streaming services.

We were incorporated under the laws of the State of Delaware in 1993 and are headquartered in New York, New York
with approximately 4,894 employees globally. Our website address is www.take2games.com. We make all of our filings with the
Securities and Exchange Commission ("SEC") available free of charge on our website under the caption "Corporate—SEC Filings."
Included in these filings are our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports, which are available as soon as reasonably practicable after we electronically file or furnish such
materials with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

Our website and the information contained therein or connected thereto are not intended to be incorporated into this

Annual Report on Form 10-K.

The SEC maintains a website that contains annual, quarterly and current reports, proxy and information statements and

other information that issuers (including the Company) file electronically with the SEC. The SEC's website is www.sec.gov.

Strategy

Overview. We endeavor to be the most creative, innovative and efficient company in our industry. Our core strategy is
to capitalize on the popularity of video games by developing and publishing high-quality interactive entertainment experiences
across a range of genres. We focus on building compelling entertainment franchises by publishing a select number of titles for
which we can create sequels and incremental revenue opportunities through virtual currency, add-on content, and in-game
purchases. Most of our intellectual property is internally owned and developed, which we believe best positions us financially and
competitively. We have established a portfolio of proprietary software content for the major hardware platforms in a wide range
of genres, including action, adventure, family/casual, racing, role-playing, shooter, sports and strategy, which we distribute
worldwide. We believe that our commitment to creativity and innovation is a distinguishing strength, 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. We have created, acquired or licensed a group of highly recognizable brands to match the
broad consumer demographics that we serve, ranging from adults to children and game enthusiasts to casual gamers. 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.

Support World-Class Creative Teams. Creativity and innovation remain the core tenets of our organization, and are
the lifeblood of our ongoing success. We have 3,784 employees working in game development in studios around the world -
including some of the most well-known names in the business. The creative teams at our labels, Rockstar Games and 2K, are
renowned for their consistent ability to deliver games that set new benchmarks for excellence. In addition, our Social Point studio
further enhances our development capabilities with a track record of producing multiple hits in the free-to-play mobile sector.
Whether expanding our portfolio of franchises, launching new intellectual property, or providing innovative ways for audiences

to remain captivated and engaged, we prioritize producing the highest quality entertainment experiences. We support our teams
by focusing on talent retention and acquisition, and our label structure enables us to target distinct market segments and
opportunities.

Focus on Core Strength of Producing Select, High Quality Titles. We focus on publishing a select number of high-
quality titles based on internally-owned and developed intellectual properties. We currently own the intellectual property rights
to 26 proprietary brands. In addition, we will selectively develop titles based on licensed properties, including sports, and also
publish externally developed titles.

We use a product investment review process to evaluate potential titles for investment, to review existing titles in
development, and to assess titles after release to measure their performance in the market and the return on our investment. We
apply this process to all of our products, whether internally or externally developed. The product investment review process
includes reviews of each project at various stages of development by our executive management team and the senior management
of our publishing labels, and includes coordination between our sales and marketing personnel before the launch of titles. This
disciplined approach to product investment is expected to enhance the competitiveness and profitability of our titles.

We develop our products using a combination of our internal development teams and external development resources
acting under contract with us. We typically select external developers based on their track record and expertise in developing
products in the same category or genre. One developer will generally produce the same game for multiple platforms and will also
produce sequels to the original game. We believe that selecting and using development resources in this manner allows us to
leverage the particular expertise of our internal and external development resources, which we believe increases the quality of our
products.

Leverage Emerging Technologies, Platforms, and Distribution Channels, Including Digitally Delivered
Content. Interactive entertainment played online and on mobile platforms, including tablets and smartphones, represents exciting
opportunities to enhance our growth and profitability. In addition, the interactive entertainment software industry is delivering a
growing amount of content for traditional platforms through digital download. We provide a variety of digitally delivered products
and offerings, which typically have a higher gross margin than physically delivered products. Virtually all of our titles that are
available through retailers as packaged goods products are also available through direct digital download (from websites we own
and third-party websites). We aim to drive ongoing engagement and incremental revenue from recurrent consumer spending on
our titles through virtual currency, add-on content, and in-game purchases. We also publish an expanding variety of titles for tablets
and smartphones, which are delivered to consumers through digital download. We will continue to invest in emerging opportunities
in mobile and online gameplay, particularly for our wholly-owned franchises, as well as downloadable content and
microtransactions that enable gamers to pay to download additional content to enhance their game playing experience.

Expand International Business. The global market for interactive entertainment continues to grow and we seek to
increase our presence internationally, particularly in Asia, Eastern Europe and Latin America. We are continuing to execute on
our growth initiatives in Asia, where our strategy is to broaden the distribution of our existing products and expand our online
gaming presence, especially in China and South Korea. We are a direct publisher in Japan and South Korea. While we retain title
to all intellectual property, under license agreements local publishers are responsible for localization of software content,
distribution, and marketing of the products in their respective local markets. We intend to continue to build upon our licensing
relationships and also continue to expand on finished goods distribution strategies to grow our international business.

Our Businesses

Our revenue is primarily derived from the sale of internally developed software titles and software titles developed by
third parties. Operating margins are dependent in part upon our ability to release new, commercially successful software products
and to manage effectively their development and marketing costs. We have internal development studios located in Australia,
Canada, China, Czech Republic, Hungary, India, Spain, the United Kingdom, and the United States. As of March 31, 2019, we
had a research and development staff of 3,784 employees with the technical capabilities to develop software titles for all major
consoles, PCs, and mobile platforms in multiple languages and territories.

Agreements with third-party developers generally give us exclusive publishing and marketing rights and require us to
make development payments, pay royalties based on product sales, and to satisfy other conditions. Development payments for
software titles are typically recoupable against royalties otherwise due to developers based on software sales. Our agreements
with third-party developers generally provide us with the right to monitor development efforts and to cease making development
payments if specified development milestones are not satisfied. We also regularly monitor the level of development payments in
light of the expected sales for the related titles.

We 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 opportunities from these opportunities.

Rockstar Games. Software titles published by our Rockstar Games label are primarily internally developed. We expect
Rockstar Games, our wholly-owned publisher of the Grand Theft Auto, Max Payne, Midnight Club, Red Dead Redemption, and
other popular franchises, to continue to be a leader in the action / adventure product category and to create groundbreaking
entertainment by leveraging our existing titles as well as by developing new brands. We believe that Rockstar 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 290 million units. The latest installment, Grand Theft Auto V, has
sold-in over 105 million units worldwide and includes access to Grand Theft Auto Online. On October 26, 2018, Rockstar Games
launched Red Dead Redemption 2, which has been a critical and commercial success that set numerous entertainment industry
records. Rockstar Games is also well known for developing brands in other genres, including the LA Noire, Bully, and Manhunt
franchises. Rockstar Games continues to expand on our established franchises by developing sequels, offering downloadable
episodes, content, and virtual currency, and releasing titles for smartphones and tablets.

2K. Our 2K label has published a variety of popular entertainment properties across all key platforms and across a range
of genres including shooter, action, role-playing, strategy, sports and family/casual entertainment. We expect 2K to continue to
develop new, successful franchises in the future. 2K's internally owned and developed franchises include the critically acclaimed,
multi-million unit selling BioShock, Mafia, Sid Meier's Civilization, and XCOM series. 2K also publishes externally developed
franchises such as Borderlands. 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, and the Golf Club.

Private Division. Our Private Division label is dedicated to bringing titles from top independent developers to market.
Private Division has announced that it will publish three upcoming titles based on new IP from renowned industry creative talent,
including The Outer Worlds and Ancestors: The Humankind Odyssey, both of which are planned for release in calendar 2019.
Additionally, Private Division is the publisher of Kerbal Space Program.

Social Point. Social Point develops and publishes popular free-to-play mobile games that deliver high quality, deeply-
engaging entertainment experiences, including its two most successful games, Dragon City and Monster Legends. In addition,
Social Point has a robust development pipeline with a number of exciting games planned for launch in the coming years.

We are continuing to execute on our growth initiatives in Asia, where our strategy is to broaden the distribution of our
existing products and establish an online gaming presence, especially in China and South Korea. 2K has secured a multi-year
license from the NBA to develop an online version of our NBA simulation game in China, Taiwan, South Korea and Southeast
Asia. NBA 2K Online, our free-to-play NBA simulation game, which was co-developed by 2K and Tencent, is the top online PC
sports game in China with over 45 million registered users. On August 2, 2018, 2K and Tencent commercially launched NBA 2K
Online 2 in China. The title is based on the console edition of NBA 2K and includes an array of new features.

In February 2017, we expanded our relationship with the NBA through the creation of the NBA 2K League. Launched
in May 2018, this groundbreaking competitive gaming league is jointly owned by us and the NBA and consists of teams operated
by actual NBA franchises. The NBA 2K League follows a professional sports league format: the inaugural season included head-
to-head competition throughout a regular season, followed by a bracketed playoff system and a finals match-up that was held in
August 2018. The NBA 2K League began its second season on April 2, 2019.

Intellectual Property

Our business is highly dependent on the creation, acquisition, licensing and protection of intellectual property. The
intellectual property rights we have created or acquired for our internally-owned portfolio of brands include BioShock, Bully,
Carnival Games, Dragon City, Grand Theft Auto, Kerbal Space Program, L.A. Noire, Mafia, Manhunt, Max Payne, Midnight
Club, Monster Legends, Red Dead, Sid Meier's Civilization, and XCOM. We believe that content ownership facilitates our internal
product development efforts and maximizes profit potential. We attempt to protect our software and production techniques under
copyright, patent, trademark and trade secret laws as well as through contractual restrictions on disclosure, copying and distribution.

We also enter into content license agreements, such as those with sports leagues, players associations, music labels and
musicians. These licenses are typically limited to use of the licensed rights in products for specific time periods. In addition, we
license and include console manufacturer technology in our products on a non-exclusive basis, which allows our games to be
played on their respective hardware systems.

Manufacturing

Sony and Microsoft either manufacture or control the selection of approved manufacturers of software products sold for
use on their respective hardware platforms. We place a purchase order for the manufacture of our products with Sony or Microsoft's
approved replicator and then send software code and a prototype of the product to the manufacturer, together with related artwork,
user instructions, warranty information, brochures and packaging designs for approval, defect testing and manufacture. Games
are generally shipped within two to three weeks of receipt of our purchase order and all materials.

Production of PC software is performed by third-party vendors in accordance with our specifications and includes DVD-
ROM pressing, assembly of components, printing of packaging and user manuals and shipping of finished goods. We send software
code and a prototype of a title, together with related artwork, user instructions, warranty information, brochures and packaging
designs to the manufacturers. Games are generally shipped within two weeks of receipt of our manufacturing order.

Our software titles typically carry a 90-day limited warranty.

Arrangements with Platform Manufacturers

We have entered into license agreements with Sony and Microsoft to develop and publish software in Asia, Australia,
Europe, North America, and certain Latin American, Middle Eastern, and African countries. We are not required to obtain any
licenses from hardware manufacturers to develop titles for the PC.

Sony. Effective March 23, 2017, we entered into a PlayStation Global Developer and Publisher Agreement with Sony
Computer Entertainment, Inc. and certain of its affiliates, pursuant to which Sony granted us the right and license to develop,
publish, have manufactured, market, advertise, distribute and sell PlayStation compatible products for all PlayStation systems,
including the PS4. The agreement requires us to submit products to Sony for approval and for us to make royalty payments to
Sony based on the number of units manufactured or revenue from downloaded content. In addition, products for PlayStation
systems are required to be manufactured by Sony approved manufacturers.

The term of the agreement expires on March 31, 2020, with automatic one-year renewal terms thereafter. Sony may
terminate the agreement for any or no reason upon thirty days’ notice. The agreement may also be terminated by Sony immediately
in the event of a breach by us or our bankruptcy or insolvency. Upon expiration or termination of the agreement, we have certain
rights to sell off existing inventories.

Microsoft. Under the terms of the license agreements that we have entered into with Microsoft Corporation and its
affiliates, Microsoft granted us the right and license to develop, publish, have manufactured, market, advertise, distribute and sell
Xbox compatible products for the Xbox One and Xbox 360. The agreements require us to submit products to Microsoft for approval
and for us to make royalty payments to Microsoft based on the number of units manufactured or revenue from downloaded content.
In addition, products for the Xbox One and Xbox 360 are required to be manufactured by Microsoft approved manufacturers.

The term of the Xbox One license agreement expires on March 31, 2020 and the term of the Xbox 360 license agreement
expires on March 31, 2020, each agreement with automatic one-year renewal terms thereafter. The Xbox One and Xbox 360 license
agreements may be terminated by Microsoft immediately in the event of a breach by us, and the Xbox One licensee agreement
may also be terminated by Microsoft immediately in the event of our bankruptcy or insolvency. Upon expiration or termination
of the Xbox One and Xbox 360 license agreements, we have certain rights to sell off existing inventories.

Sales

We sell software titles both physically and digitally in the United States, EMEA, Canada, Latin America, and Asia Pacific
through direct relationships with large retail customers and third-party distributors. Our top customers include, among others,
GameStop Corporation, Microsoft, Sony, Steam, and Wal-Mart. We have sales operations in Australia, Canada, France, Germany,
Japan, the Netherlands, New Zealand, Singapore, South Korea, Spain, Taiwan, the United Kingdom, and the United States.

We are dependent on a limited number of customers that account for a significant portion of our sales. Sales to our five
largest customers during the fiscal year ended March 31, 2019 accounted for 70.1% of our net revenue, with Sony, Microsoft, and
Gamestop each accounting for more than 10.0% of our net revenue during the fiscal year ended March 31, 2019.

We also distribute our titles, add-on content, and in-game purchases through direct digital download via the Internet to
consoles and PCs, including smartphones and tablets. We view digital distribution as an important growth opportunity for our
industry and Company; however, we expect that packaged goods and traditional retailers will continue to be a significant channel
for the sale of our products for the foreseeable future.

Marketing

Our marketing and promotional efforts are intended to maximize consumer interest in our titles, promote brand name
recognition of our franchises, assist retailers and properly position, package and merchandise our titles. From time to time, we
also receive marketing support from hardware manufacturers in connection with their own promotional efforts.

We market titles by:

•

Implementing public relations campaigns, using print and online advertising, television, radio spots and outdoor
advertising. We believe that we label and market our products in accordance with the applicable principles and

guidelines of the Entertainment Software Rating Board, or the ESRB, an independent self-regulatory body that assigns
ratings and enforces advertising guidelines for the interactive software industry.

•

Satisfying certain shelf life and sales requirements under our agreements with hardware manufacturers in order to
qualify for Sony's Greatest Hits Programs and Microsoft's Platinum Hits Program. In connection with these programs,
we receive manufacturing discounts from Sony and Microsoft.

Stimulating continued sales by reducing the wholesale prices of our products to retailers at various times during the
life of a product. Price protection may occur at any time in a product's life cycle, but typically occurs three to nine
months after a product's initial launch. In certain international markets, we also provide volume rebates to stimulate
continued product sales. Price protection, sales returns and other allowances amounted to $81.7 million, $59.7 million
and $127.7 million during the fiscal years ended March 31, 2019, 2018 and 2017, respectively.

• Employing various other marketing methods designed to promote consumer awareness, including social media, in-
store promotions and point-of-purchase displays, direct mail, co-operative advertising, attendance at trade shows as
well as product sampling through demonstration software distributed via the Internet or the digital online services.

As of March 31, 2019, we had a sales and marketing staff of 510 people.

Product Procurement

We procure products from suppliers principally using standard purchase orders based on our assessment of market demand.
We carry inventory quantities that we believe are necessary to provide rapid response to retailer orders. We utilize electronic data
interchange with many of our customers to enhance the efficiency of placing and shipping orders and receiving payments.

Competition

In our business, we compete with:

• Companies that range in size and cost structure from very small with limited resources to very large with greater

financial, marketing and technical personnel and other resources than ours, including Activision Blizzard, Inc.,
Electronic Arts Inc., and Ubisoft Entertainment S.A.

•

Sony and Microsoft for the sale of interactive entertainment software. Each of these competitors is a large developer
and marketer of software for their own platforms and has the financial resources to withstand significant price
competition and to implement extensive advertising campaigns.

• Other software, hardware, entertainment and media for limited retail shelf space and promotional resources. The

competition is intense among an increasing number of newly introduced entertainment software titles and hardware
for adequate levels of shelf space and promotional support.

• Other forms of entertainment such as motion pictures, television and audio, social networking, online computer

programs, mobile games, and other forms of entertainment, which may be less expensive or provide other advantages
to consumers.

Competition in the entertainment 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.
Our business is driven by hit titles, which require increasing budgets for development and marketing. Competition for our titles
is influenced by the timing of competitive product releases and the similarity of such products to our titles and may result in loss
of shelf space or a reduction in sell-through of our titles at retail stores.

Trends and Factors Affecting our Business

Product Release Schedule. Our financial results are affected by the timing of our product releases and the commercial
success of those titles. Our Grand Theft Auto products in particular have historically accounted for a substantial portion of our
revenue. Sales of our Grand Theft Auto products generated 25.7% of our net revenue for the fiscal year ended March 31, 2019.
In October 2018, we released Red Dead Redemption 2. Sales of Red Dead Redemption products generated 32.1% of our net revenue
for the fiscal year ended March 31, 2019. The timing of our Grand Theft Auto or Red Dead Redemption product releases may
affect our financial performance on a quarterly and annual basis.

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 55.8% and 53.2% of such balance at March 31, 2019 and 2018, respectively.
We had two customers who accounted for 40.1% and 15.7% of our gross accounts receivable as of March 31, 2019 and two
customers who accounted for 37.7% and 15.5% of our gross accounts receivable as of March 31, 2018. We did not have any
additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2019 and 2018. The economic environment
has affected our customers in the past and may do so in the future. Bankruptcies or consolidations of our large retail customers
could seriously hurt our business, due to uncollectible accounts receivables and the concentration of purchasing power among the
remaining large retailers. Certain of our large customers sell used copies of our games, which may negatively affect our business
by reducing demand for new copies of our games. While the downloadable content that we now offer for certain of our titles may
serve to reduce used game sales, we expect used game sales to continue to adversely affect our business.

Hardware Platforms. We derive most of our revenue from the sale of products made for video game consoles
manufactured by third parties, such as Sony's PS4 and Microsoft's Xbox One, which comprised 83.7% of our net revenue by
product platform for the fiscal year ended March 31, 2019. The success of our business is dependent upon the consumer acceptance
of these platforms and the continued growth in the installed base of these platforms. When new hardware platforms are introduced,
demand for software based on older platforms typically declines, which may negatively affect our business during the market
transition to the new consoles. We continually monitor console hardware sales. We manage our product delivery on each current
and future platform in a manner we believe to be most effective to maximize our revenue opportunities and achieve the desired
return on our investments in product development. Accordingly, our strategy is to focus our development efforts on a select number
of the highest quality titles for these platforms, while also expanding our offerings for emerging platforms such as tablets,
smartphones and online games.

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 websites we own and others owned by third parties). In addition, we aim to drive ongoing engagement and incremental
revenue from recurrent consumer spending on our titles through virtual currency, add-on content, and in-game purchases. We also
publish an expanding variety of titles for tablets and smartphones, which are delivered to consumers through digital download.
Note 2 to the Consolidated Financial Statements, "Revenue from Contracts with Customers," discloses that net revenue from
digital online channels comprised 63.0% of our net revenue by distribution channel for the fiscal year ended March 31, 2019. We
expect online delivery of games and game offerings to become an increasing part of our business over the long-term.

International Operations

International sales are a significant part of our business. For the fiscal years ended March 31, 2019, 2018 and 2017,
46.5%, 41.3% and 43.9%, respectively, of our net revenue was earned 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 China and South Korea. We are subject to risks inherent in foreign trade, including increased credit
risks, tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays and international political, regulatory and
economic developments, all of which can have a significant effect on our operating results. See Notes 1 and 19 to the Consolidated
Financial Statements.

Segment and Geographic Information

See Notes 1, 2, and 9 to the Consolidated Financial Statements.

Employees

As of March 31, 2019, we had 4,894 full-time employees, of which 2,597 were employed outside of the United States.
None of our regular employees is subject to collective bargaining agreements. We consider our relations with employees to be
satisfactory.

Item 1A. Risk Factors

Our business is subject to many risks and uncertainties, which may affect our future financial performance. Because of
the risks and uncertainties described below, as well as other factors affecting our operating results and financial condition, past
financial performance should not be considered to be a reliable indicator of future performance and our business and financial
performance could be harmed and the market value of our securities could decline.

Risks relating to our business

We are dependent on the future success of our Grand Theft Auto products and we must continue to publish "hit" titles or
sequels to such "hit" titles in order to compete successfully in our industry.

Grand Theft Auto and certain of our other titles, such as Red Dead Redemption or NBA 2K, are "hit" products and have
historically accounted for a substantial portion of our revenue. Grand Theft Auto products contributed 25.7% of our net revenue
for the fiscal year ended March 31, 2019 and the five best-selling franchises (including Grand Theft Auto), which may change
year over year, in the aggregate accounted for 91.8% of our net revenue for the fiscal year ended March 31, 2019. If we fail to
continue to develop and sell new commercially successful "hit" titles or sequels to such "hit" titles or experience any delays in
product releases or disruptions following the commercial release of our "hit" titles or their sequels, our revenue and profits may
decrease substantially and we may incur losses. In addition, competition in our industry is intense and a relatively small number
of hit titles account for a large portion of total revenue in our industry. Hit products offered by our competitors may take a larger
share of consumer spending than we anticipate, which could cause revenue generated from our products to fall below our
expectations. If our competitors develop more successful products or services at lower price points or based on payment models
perceived as offering better value, or if we do not continue to develop consistently high quality and well-received products and
services, our revenue and profitability may decline. In addition, both the online and mobile games marketplaces are characterized
by frequent product introductions, relatively low barriers to entry, and new and evolving business methods, technologies and
platforms for development. Widespread consumer adoption of these new platforms for games and other technological advances
in and/or new business or payment models in online or mobile game offerings could negatively affect our sales of console and
traditional PC products before we have an opportunity to develop profitable businesses in such markets.

We are subject to product development risks which could result in delays and additional costs, and we must adapt to changes
in software technologies.

We depend on our internal development studios and third-party software developers to develop new interactive
entertainment software within anticipated release schedules and cost projections. The development cycle for new titles generally
ranges from 12 months for annual sports releases, to multiple years for certain of our top-selling titles. Therefore, our development
costs can be substantial. If we or our third party developers experience unanticipated development delays, financial difficulties or
additional costs, we may not be able to release titles according to our schedule and at budgeted costs. There can be no assurance
that our products will be sufficiently successful so that we can recoup these costs or make a profit on these products.

Additionally, in order to stay competitive, our internal development studios must anticipate and adapt to rapid technological
changes affecting software development. Any inability to respond to technological advances and implement new technologies
could render our products obsolete or less marketable. Further, the failure to pursue the development of new technology, platforms,
or business models that obtain meaningful commercial success in a timely manner may negatively affect our business, resulting
in increased production costs and more strenuous competition.

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

New products may not achieve significant market acceptance, generate sufficient sales or be introduced in a timely manner
to permit us to recover development, manufacturing and marketing costs associated with these products. The life cycle of a title
generally involves a relatively high level of sales during the first few months after introduction followed by a rapid decline in
sales. Because sales associated with an initial product launch generally constitute a high percentage of the total sales associated
with the life of a product, delays in product releases or disruptions following the commercial release of one or more new products
could have a material adverse effect on our business, financial condition and operating results and cause our operating results to
be materially different from our expectations.

Our business is subject to our ability to develop commercially successful products for the current video game platforms.

We derive most of our revenue from the sale of products made for video game platforms manufactured by third parties,
such as Sony's PS4 and Microsoft's Xbox One, which comprised 83.7% of our net revenue by product platform for the fiscal year
ended March 31, 2019. The success of our business is subject to the continued popularity of these platforms and our ability to
develop commercially successful products for these platforms.

We may experience declines or fluctuations in the recurring portion of our business.

Our business model includes revenue that we deem recurring in nature, such as revenue from our annualized titles and
associated services, and ongoing mobile businesses. While we have been able to forecast the revenue from these areas of our
business with greater certainty than for new offerings, we cannot provide assurances that consumers will purchase these games
and services on a consistent basis. Furthermore, we may cease to offer games and services that we previously had deemed to be
recurring in nature. Consumer purchases of our games and services may decline or fluctuate as a result of a number of factors,
including their level of satisfaction with our games and services, our ability to improve and innovate our annualized titles, our
ability to adapt our games and services to new platforms, outages and disruptions of online services, the games and services offered
by our competitors, our marketing and advertising efforts or declines in consumer activity generally as a result of economic
downturns, among others. Any decline or fluctuation in the recurring portion of our business may have a negative impact on our
financial and operating results.

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

We rely upon third-party digital delivery platforms, such as Microsoft's Xbox Live, PlayStation Network, Steam and
other third-party service providers, to provide connectivity from the consumer to our digital products and our online services.
Connectivity issues could prevent customers from accessing this content and our ability to successfully market and sell our products
could be adversely affected. In addition, we could experience similar issues related to services we host on our internal servers.
Such issues also could affect our ability to provide online services and could have a material adverse effect on our business,
financial condition and operating results.

Our business could be adversely affected if our consumer data protection measures are not seen as adequate or there are
breaches of our security measures or unintended disclosures of our consumer data.

We are collecting and storing consumer information, including personal information. We take measures to protect our
consumer data from unauthorized access or disclosure. It is possible that our security controls over consumer data may not prevent
the improper access or disclosure of personally identifiable information. In addition, due to the high profile nature of our products,
we may draw a disproportionately higher amount of attention and attempts to breach our security controls than companies with
lower profile products. A security breach that leads to disclosure of consumer account information (including personally identifiable
information) could harm our reputation, compel us to comply with disparate breach notification laws in various jurisdictions and
otherwise subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. A resulting
perception that our products or services do not adequately protect the privacy of personal information could result in a loss of
current or potential consumers and business partners. In addition, if any of our business partners experience a security breach that
leads to disclosure of consumer account information, our reputation could be harmed, resulting in loss of revenue.

In addition, certain of our products are online enabled. The ability of our products to offer online functionality, and our
ability to offer content through a video game platform's digital distribution channel, is dependent upon the continued operation
and security of such platform's online network. These third party networks, as well as our own internal systems and websites, and
the security measures related thereto may be breached as a result of third-party action, including intentional misconduct by computer
hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our customers' data
or our data, including our intellectual property and other confidential business information, or our information technology systems.
Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not
recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative
measures. If an actual or perceived breach of our security occurs, we may lose business, suffer irreparable damage to our reputation,
and/or incur significant costs and expenses relating to the investigation and possible litigation of claims relating to such event.

The laws and regulations concerning data privacy and certain other aspects of our business are continually evolving. Failure
to comply with these laws and regulations could harm our business.

We are subject to certain privacy and data protection laws, including those in the United States ("U.S."). Certain activities
related to processing the personal data of European Union ("E.U.") individuals are conducted by our United Kingdom ("U.K.")-
based data controller or our local entities in the E.U. The U.S. Children's Online Privacy Protection Act also regulates the collection,
use, and disclosure of personal information from children under 13 years of age. Failure to comply with privacy laws, data protection

laws, or age restrictions may increase our costs, subject us to expensive and distracting government investigations, and result in
substantial fines.

Privacy and data protection laws are rapidly changing and likely will continue to do so for the foreseeable future, which
could have an impact on our approach to operating and marketing our games. For example, the E.U. General Data Protection
Regulation ("GDPR") became effective on May 25, 2018, replacing Data Protection Directive 95/46/EC. GDPR applies to us
because we receive and process the personal data of individuals in the E.U., and we maintain certain local entities in the E.U.
responsible for processing personal data. GDPR contains significant penalties for non-compliance. Countries in the E.U. are still
enacting national laws that correspond to certain portions of the GDPR. In the U.S., the State of California enacted the California
Consumer Privacy Act ("CCPA") on June 28, 2018. The CCPA will become effective on January 1, 2020 and will apply to processing
of personal data of California residents. However, several proposed amendments to the CCPA are still being considered by the
California legislature. The U.S. government, including the Federal Trade Commission and the Department of Commerce, also
continue to review the need for greater or different regulation over the collection of personal information and information about
consumer behavior on the Internet and on mobile devices. Various government and consumer agencies worldwide have also called
for new regulation and changes in industry practices.

Player use of our games is subject to our privacy policy, end user license agreements ("EULA"), and terms of service. If
we fail to comply with our posted privacy policy, EULA, or terms of service, or if we fail to comply with existing privacy-related
or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others,
which could result in fines or judgments against us, damage our reputation, affect our financial condition and harm our business.
If regulators, the media, or consumers raise any concerns about our privacy and data protection or consumer protection practices,
even if unfounded, this could also result in fines or judgments against us, damage our reputation, negatively affect our financial
condition, and damage our business.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in the U.S. and elsewhere
that could restrict the interactive entertainment industry, including player privacy, advertising, taxation, content suitability,
copyright, distribution and antitrust. Furthermore, the growth and development of electronic commerce and virtual goods may
prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting
business through digital sales. Any such changes would require us to devote legal and other resources to address such regulation.
For example, existing laws or new laws regarding the regulation of currency, banking institutions and unclaimed property may be
interpreted to cover virtual currency or virtual goods. If that were to occur we may be required to seek licenses, authorizations or
approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements
and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs. Changes
in current laws or regulations or the imposition of new laws and regulations in the U.S. or elsewhere regarding these activities
may lessen the growth of the interactive entertainment industry and impair our business, financial condition, and operating results.

Although we have structured and operate our skill tournaments with applicable laws in mind, including any applicable
laws relating to gambling, and believe that playing these games does not constitute gambling, our skill tournaments could in the
future become subject to gambling-related rules and regulations and expose us to civil and criminal penalties. We also sometimes
offer consumers of our online and casual games various types of contests and promotional opportunities. We are subject to laws
in a number of jurisdictions concerning the operation and offering of such activities and games, many of which are still evolving
and could be interpreted in ways that could harm our business. Further, some of our online games and other services include
random digital item mechanics, which may become subject to regulations in various jurisdictions. If these were to occur, we might
be required to seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on us
meeting certain capital and other requirements, and we may be subject to additional regulation and oversight, such as reporting
to regulators, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition
of new laws and regulations in the U.S., Europe, or elsewhere regarding these activities may lessen the growth of casual game
services and impair our business. Also, existing laws or new laws regarding the marketing of in-game or in-app purchases, regulation
of currency, banking institutions, unclaimed property, or money laundering may be interpreted to cover virtual currency or goods.

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

We securely store the source code for our interactive entertainment software products as it is created. A breach, whether
physical, electronic or otherwise, of the systems on which such source code and other sensitive data are stored could lead to damage
or piracy of our software. In addition, certain parties with whom we do business are given access to our sensitive and proprietary
information in order to provide services and support our team. These third parties may misappropriate our information and engage
in unauthorized use of it. If we 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, financial
condition and operating results. Any theft and/or unauthorized use or publication of our trade secrets and other confidential business
information as a result of such an event could adversely affect our competitive position, reputation, brand, and future sales of our
9

products. Our business could be subject to significant disruption, and we could suffer monetary and other losses and reputational
harm, in the event of such incidents and claims.

We rely on complex information technology systems and networks to operate our business. Any significant system or network
disruption could have a negative impact on our business.

We rely on the efficient and uninterrupted operation of complex information technology systems and networks, some of
which are within Take-Two and some of which are managed and/or hosted by third-party providers. All information technology
systems and networks are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to
cyber-attacks, computer viruses, malicious software, security breach, energy blackouts, natural disasters, terrorism, war and
telecommunication failures. We may also face sophisticated attacks, referred to as advanced persistent threats, which are cyber-
attacks 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. Information technology system or network failure or security breach could negatively affect our business continuity,
operations and financial results. These risks extend to the networks and e-commerce sites of console platform providers and other
partners who sell and host our content online. Along with our partners, we have expended, and expect to continue to expend,
financial and operational resources to implement certain systems, processes and technologies to guard against cyber risks and to
help protect our data and systems. However, the techniques used to exploit, disable, damage, disrupt or gain access to our networks,
our products and services, supporting technological infrastructure, intellectual property and other assets change frequently, continue
to evolve in sophistication and volume, and often are not detected for long periods of time. Our systems, processes and technologies,
and the systems, processes and technologies of our business partners or our third-party service providers, may not be adequate
against all eventualities. In addition, the costs to respond to, mitigate, and/or notify affected parties of cyber-attacks and other
security vulnerabilities are significant. Any failure to prevent or mitigate security breaches or cyber risks, or detect or respond
adequately to a security breach or cyber risk, could result in a loss of anticipated revenue, interruptions to our products and services,
cause us to incur significant remediation and notification costs, degrade the user experience, cause consumers to lose confidence
in our products and services and significant legal and financial costs.

Successful exploitation of our systems can have other negative effects upon the products, services and user experience
we offer. In particular, the virtual economies that we have established in many of our games are subject to abuse, exploitation and
other forms of fraudulent activity that can negatively affect our business. Virtual economies involve the use of virtual currency
and/or virtual assets that can be used or redeemed by a player within a particular game or service. The abuse or exploitation of
our virtual economies include the illegitimate generation and sale of virtual items in black markets. These kinds of activities and
the steps that we take to address these issues may result in a loss of anticipated revenue, interfere with players’ enjoyment of a
balanced game environment and cause reputational harm.

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

In recent years, we have invested in emerging opportunities in interactive entertainment played on mobile platforms,
including tablets and smartphones, and online platforms, including social networks. We have also grown our product offerings
that are available through digital download, including virtual currency, through our existing franchises such as Grant Theft Auto
and NBA 2K as well as through product offerings by Social Point and other 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. 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 acquisition of Social Point, 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.

We depend on our key management and product development personnel.

Our continued success will depend to a significant extent on our senior management team and our relationship with
ZelnickMedia Corporation ("ZelnickMedia"). Our Executive Chairman/Chief Executive Officer and President are partners of
ZelnickMedia. We are also highly dependent on the expertise, skills and knowledge of certain of our Rockstar employees and
other key creative personnel responsible for content creation and development of our Grand Theft Auto titles and titles based on
other brands. We may not be able to continue to retain these personnel at current compensation levels, or at all.

The loss of the services of our executive officers, ZelnickMedia, our key Rockstar employees or other key creative
personnel could significantly harm our business. In addition, if one or more key employees were to join a competitor or form a

competing company, we may lose additional personnel, experience material interruptions in product development, delays in
bringing products to market and difficulties in our relationships with licensors, suppliers and customers, which would significantly
harm our business. Failure to continue to attract and retain other qualified management and creative personnel could adversely
affect our business and prospects.

Declines in consumer spending and other adverse changes in the economy could have a material adverse effect on our business,
financial condition and operating results.

Most of our products involve discretionary spending on the part of consumers. We believe that consumer spending is
influenced by general economic conditions and the availability of discretionary income. This makes our products particularly
sensitive to general economic conditions and economic cycles as consumers are generally more willing to make discretionary
purchases, including purchases of products like ours, during periods in which favorable economic conditions prevail. Adverse
economic conditions such as a prolonged U.S. or international general economic downturn, including periods of increased inflation,
unemployment levels, tax rates, interest rates, energy prices or declining consumer confidence could also reduce consumer spending.
Reduced consumer spending has and may in the future continue to result in reduced demand for our products and may also require
increased selling and promotional expenses, which has had and may continue to have an adverse effect on our business, financial
condition and operating results. In addition, during periods of relative economic weakness, our consolidated credit risk, reflecting
our counterparty dealings with distributors, customers, capital providers and others may increase, perhaps materially so.
Furthermore, uncertainty and adverse changes in the economy could also increase the risk of material losses on our investments,
increase costs associated with developing and publishing our products, increase the cost and availability of sources of financing,
and increase our exposure to material losses from bad debts, any of which could have a material adverse effect on our business,
financial condition and operating results. If economic conditions worsen, our business, financial condition and operating results
could be adversely affected.

Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (herein referred to as the "Act”). The Act made broad and complex changes to the U.S. tax code that could materially affect
us. The Act reduced the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018 and required companies
to pay a one-time transition tax on the previously untaxed earnings of certain foreign subsidiaries. In addition, the Act made other
changes that may affect us, including but not limited to (1) a Base Erosion Anti-abuse Tax ("BEAT"), which is a new minimum
tax, (2) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, (3) a new provision that taxes
global intangible low-taxed income ("GILTI"), (4) the repeal of the domestic production activity deduction, and (5) other base
broadening provisions.

We have completed accounting for the income tax effects of the Act. See Note 15 - Income Tax to our Consolidated
Financial Statements for further information. We are continuing to evaluate the impact of the Act on us. It is possible that these
changes could have an adverse impact on our effective tax rate, tax payments, financial condition, or results of operations. The
new tax law is complex and additional interpretive guidance may be issued that could affect the interpretations and assumptions
we have made, as well as actions we may take as a result of the Act.

We are a multinational corporation with operations in the U.S. and various other jurisdictions around the world.
Accordingly, we are subject to tax in the U.S. and in various other jurisdictions. Significant judgment is required in determining
our worldwide provision for income taxes, and, in the ordinary course of business, there are many transactions and calculations
where the ultimate tax determination is uncertain. We are required to estimate future taxes. Although we currently believe our tax
estimates are reasonable, the estimation process is inherently uncertain, and such estimates are not binding on tax authorities.
Further, our effective tax rate could be adversely affected by a variety of factors, including changes in the business, the mix of
earnings in countries with differing statutory tax rates, changes in tax elections, and changes in applicable tax laws. Additionally,
tax determinations are regularly subject to audit by tax authorities, and developments in those audits could adversely affect our
income tax provision. Should the ultimate tax liability exceed estimates, our income tax provision and net income or loss could
be materially affected.

In addition, numerous countries are evaluating their existing tax laws due in part to recommendations made by the
Organization for Economic Co-operation and Development’s (“OECD’s”) Base Erosion and Profit Shifting (“BEPS”) project.
Although we cannot predict whether, or in what form, any legislation based on such proposals may be adopted by the countries
in which we do business, future tax reform based on such proposals may increase the amount of taxes we pay and adversely affect
our operating results and cash flows.

Historically, we recorded a valuation allowance against most of our U.S. deferred tax assets. In the current fiscal year,
we released our valuation allowance on certain U.S. deferred tax assets as a result of a determination that it was more-likely-than-
not that such deferred tax assets would be realized. Our determination took into account the successful launch of Red Dead

Redemption 2 during the year along with our recent positive trend of earnings. We will continue to evaluate our ability to realize
our U.S. deferred tax assets. If future evidence suggests that any changes are required to reflect the amount of our U.S. deferred
tax asset that is more-likely-than-not to be realized, we will adjust our valuation allowance as needed in the appropriate period.

On June 21, 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair, which overturned previous
case law that precluded states from requiring retailers to collect and remit sales tax on sales made to in-state customers unless the
retailer had a physical presence in the state. Although this case is limited to sales tax collection obligations, we continue to monitor
the potential impact of this decision on our state income tax footprint.

The ultimate amount of tax payable in a given financial statement period may be materially affected by sudden or
unforeseen changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting
rules or regulations. For example, on July 24, 2018, the Ninth Circuit Court of Appeals issued an opinion in Altera Corp. v.
Commissioner requiring related parties in an intercompany cost-sharing arrangement to share expenses related to stock
compensation. On August 7, 2018, the opinion was withdrawn to allow time for a reconstituted panel to confer. We will continue
to monitor ongoing developments and the final opinion could have a material impact on our Consolidated Financial Statements.

We earn a significant amount of our operating income and continue to hold a significant portion of our cash outside the
U.S. Our current intention is to reinvest indefinitely earnings of our foreign subsidiaries, and therefore we have not recorded any
tax liabilities associated with the repatriation of foreign earnings.

We are also required to pay taxes other than income taxes, such as payroll, sales, use, value-added, net worth, property,
and goods and services taxes, in both the U.S. and foreign jurisdictions. We are regularly under examination by tax authorities
with respect to these non-income taxes. There can be no assurance that the outcomes from these examinations, changes in our
business or changes in applicable tax law or interpretations will not have an adverse effect on our net income or loss and financial
condition.

Our quarterly operating results are dependent on the release of "hit" titles and are highly seasonal which may cause our
quarterly operating results to fluctuate significantly.

We have experienced and may continue to experience wide fluctuations in quarterly operating results. The release of a
"hit" title typically leads to a high level of sales during the first few months after introduction followed by a rapid decline in sales.
In addition, the interactive entertainment industry is highly seasonal, with sales typically higher during the fourth calendar quarter,
due primarily to increased demand for games during the holiday season. Demand for and sales of titles in our NBA 2K series are
also seasonal in that they are typically released just prior to the start of the NBA season. If a key event or sports season to which
our product release schedule is tied were to be delayed or canceled, our sales might also suffer disproportionately. Our failure or
inability to produce "hit" titles or introduce products on a timely basis to meet seasonal fluctuations in demand could adversely
affect our business, financial condition and operating results. The uncertainties associated with software development,
manufacturing lead times, production delays and the approval process for products by hardware manufacturers and other licensors
make it difficult to predict the quarter in which our products will ship and therefore may cause us to fail to meet financial expectations.

Price protection granted to our customers and returns of our published titles by our customers may adversely affect our operating
results.

We are exposed to the risk of price protection and product returns with respect to our customers. Our distribution
arrangements with customers generally do not give them the right to return titles to us or to cancel firm orders. However, we
sometimes accept product returns from our distribution customers for stock balancing and negotiate accommodations for customers,
which include credits and returns, when demand for specific products falls below expectations. We grant price protection and
accept returns in connection with our publishing arrangements and revenue is recognized after deducting estimated price protection
and reserves for returns. While we believe that we can reliably estimate future price protection and returns, if price protection and
return rates for our products exceed our reserves, our revenue could decline, which could have a material adverse effect on our
business, financial condition and operating results.

Increased sales of used video game products could lower our sales.

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 and have an adverse
influence on our business, financial condition and operating results.

A limited number of customers account for a significant portion of our sales. The loss of a principal customer or other significant
business relationship could seriously hurt our business.

A substantial portion of our product sales are made to a limited number of customers. Sales to our five largest customers
during the fiscal year ended March 31, 2019 accounted for 70.1% of our net revenue, with Sony, Microsoft, and Gamestop each
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accounting for more than 10.0% of our net revenue during the fiscal year ended March 31, 2019. Our sales are made primarily
pursuant to purchase orders without long-term agreements or other commitments, and our customers may terminate their
relationship with us at any time. Certain of our customers may decline to carry products containing mature content. The loss of
our relationships with principal customers or a decline in sales to principal customers, including as a result of a product being
rated "AO" (age 18 and over) could materially adversely affect our business, financial condition and operating results. In addition,
if our customers are subject to pricing pressures due to deteriorating demand for our products, competitive pressure, or otherwise,
such customers may pass those pricing pressures through to us, which could materially adversely affect our business, financial
condition and operating results.

Furthermore, our customers may also be placed into bankruptcy, become insolvent or be liquidated due to economic
downturns, global contractions of credit or for other factors. Bankruptcies or consolidations of certain large retail customers could
seriously hurt our business, including as a result of uncollectible accounts receivable from such customers and the concentration
of purchasing power among remaining large retailers. In addition, our results of operations may be adversely affected if certain
of our customers who purchase on credit terms are no longer eligible to purchase on such terms due to their financial distress,
which may reduce the quantity of products they demand from us.

If our marketing and advertising efforts fail to resonate with consumers, our business, financial condition and operating results
could be adversely affected.

Our products are marketed worldwide through a diverse spectrum of advertising and promotional programs such as
television and online advertising, social media advertising, print advertising, retail merchandising, website development and event
sponsorship. Our ability to sell our products and services is dependent in part on the success of these programs. If the marketing
for our products and services fails to resonate with consumers, particularly during the holiday season or other key selling periods,
or if advertising rates or other media placement costs increase, these factors could have a material adverse influence on our business,
financial condition and operating results.

The interactive entertainment software industry is highly competitive.

We compete for both licenses to properties and the sale of interactive entertainment software with Sony and Microsoft,
each of which is a large developer and marketer of software for its own platforms. We also compete with game publishers, such
as Activision Blizzard, Inc. and Electronic Arts Inc. and Ubisoft Entertainment S.A. As our business is dependent upon our ability
to develop hit titles, which require increasing budgets for development and marketing, the availability of significant financial
resources has become a major competitive factor in developing and marketing software games. Some of our competitors have
greater financial, technical, personnel and other resources than we do and are able to finance larger budgets for development and
marketing and make higher offers to licensors and developers for commercially desirable properties. Our titles also compete with
other forms of entertainment, such as social media and casual games, in addition to motion pictures, television and audio and video
products featuring similar themes, online computer programs and other entertainment, which may be less expensive or provide
other advantages to consumers.

A number of software publishers who compete with us have developed and commercialized or are currently developing
online games for use by consumers over the Internet. If technological advances significantly increase the availability of online
games and if consumer acceptance of online gaming grows substantially, it could result in a decline in our platform-based software
sales and negatively affect sales of such products.

Increased competition for limited shelf space and promotional support from retailers could affect the success of our business
and require us to incur greater expenses to market our titles.

While digital sales are increasingly important to our business, for physical sales, retailers have limited shelf space and
promotional resources and competition is intense among newly introduced interactive entertainment software titles for adequate
levels of shelf space and promotional support. Competition for retail shelf space is expected to continue to increase, which may
require us to increase our marketing expenditures to maintain desirable sales levels of our titles. Competitors with more extensive
lines and more popular titles may have greater bargaining power with retailers. Accordingly, we may not be able, or we may have
to pay more than our competitors, to achieve similar levels of promotional support and shelf space.

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

The proportion of our revenues derived from digital content delivery, as compared to traditional retail sales, may continue
to increase. The increased importance of digital content delivery in our industry increases our potential competition, as the minimum
capital needed to produce and publish a digitally delivered game is significantly less than that needed to produce and publish one
that is purchased through retail distribution and is played on a game console. This will also require us to dedicate capital to
developing and implementing alternative marketing strategies, which we may not do successfully. If either occurs, we may be

unable to effectively market and distribute our products, which could materially adversely affect our business, financial condition
and operating results. In addition, a continuing shift to digital delivery could result in a deprioritization of our products by traditional
retailers. The increasing importance of digital sales to our business could also result in increasing issues with our digital distribution
process, including difficulties our distributors have with collecting from consumers and any associated rebates we would owe.

Our business is partly dependent on our ability to enter into successful software development arrangements with third parties.

Our success depends on our ability to continually identify and develop new titles on a timely basis. We rely on third-
party software developers for the development of some of our titles. Quality third-party developers are continually in high demand.
Software developers who have developed titles for us in the past may not be available to develop software for us in the future.
Due to the limited number of third-party software developers and the limited control that we exercise over them, these developers
may not be able to complete titles for us on a timely basis or within acceptable quality standards, if at all. We have entered into
agreements with third parties to acquire the rights to publish and distribute interactive entertainment software as well as to use
licensed intellectual properties in our titles. These agreements typically require us to make development payments, pay royalties
and satisfy other conditions. Our development payments may not be sufficient to permit developers to develop new software
successfully, which could result in material delays and significantly increase our costs to bring particular products to market.
Software development costs, promotion and marketing expenses and royalties payable to software developers and third-party
licensors have increased significantly in recent years and reduce potential profits derived from sales of our software. Future sales
of our titles may not be sufficient to recover development payments and advances to software developers and licensors, and we
may not have adequate financial and other resources to satisfy our contractual commitments to such developers. If we fail to satisfy
our obligations under agreements with third-party developers and licensors, the agreements may be terminated or modified in
ways that are burdensome to us, and have a material adverse effect on our business, financial condition and operating results.

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

We are required to obtain licenses from certain of our competitors, including Sony and Microsoft, to develop and publish
titles for their respective hardware platforms. Our existing platform licenses require that we obtain approval for the publication
of new titles on a title-by-title basis. As a result, the number of titles we are able to publish for these hardware platforms, our ability
to manage the timing of the release of these titles and, accordingly, our net revenue from titles for these hardware platforms, may
be limited. If a licensor chooses not to renew or extend our license agreement at the end of its current term, or if a licensor were
to terminate our license for any reason or does not approve one or more of our titles, we may be unable to publish that title as well
as additional titles for that licensor's platform. Termination of any such agreements or disapproval of titles could seriously hurt
our business and prospects. We may be unable to continue to enter into license agreements for certain current generation platforms
on satisfactory terms or at all. Failure to enter into any such agreement could also seriously hurt our business.

We rely on a limited number of channel partners some of whom influence the fee structures for online distribution of our
games on their platforms.

We rely on a limited number of channel partners, some of whom have retained the right to change the fee structures for
online distribution of both paid content and free content (including patches and corrections) that we license to them for distribution
on their platforms. Such channel partners' ability to set or influence royalty rates may increase costs, which could negatively affect
our operating margins. We may be unable to distribute our content in a cost-effective or profitable manner through such distribution
channel, which could adversely affect our business, financial condition and operating results.

Outside of fee arrangements, our agreements with our channel partners sometimes give them significant control over
other aspects of the distribution of our products and services that we develop for their platform. If our channel partners establish
terms that restrict our offerings through their channels, or significantly affect the financial terms on which these products or services
are offered to our customers, we may be unable to distribute our product offerings through them or be forced to do so on a materially
worse financial or business terms.

We may not be able to adequately adjust our cost structure in a timely fashion in response to a sudden decrease in demand.

In the event of a significant decline in revenue, we may not be able to dispose of facilities, reduce personnel or make
other changes to our cost structure without disruption to our operations or without significant termination and exit costs.
Management may not be able to implement such actions in a timely manner, if at all, to offset an immediate shortfall in revenue
and profit. Moreover, reducing costs may impair our ability to produce and develop software titles at sufficient levels in the future.

We use open source software in connection with certain of our games and services, which may pose particular risks to our
proprietary software, products, and services in a manner that could have a negative impact on our business.

We use open source software in connection with certain of our games and the services we offer. Some open source software
licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source

code to such software or make available any derivative works of the open source code on unfavorable terms or at no cost. The
terms of various open source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed
in a manner that imposes unanticipated conditions or restrictions on our use of the open source software. Were it determined that
our use was not in compliance with a particular license, we may be required to release our proprietary source code, pay damages
for breach of contract, re-engineer our games, discontinue distribution in the event re-engineering cannot be accomplished on a
timely basis or take other remedial action that may divert resources away from our game development efforts, any of which could
harm our business.

We depend on servers and Internet bandwidth to operate our games and digital services with online features. If we were to lose
server capacity or lack sufficient Internet bandwidth for any reason, our business could suffer.

We rely on data servers, including those owned or controlled by third parties, to enable our customers to download our
games and other downloadable content, and to operate our online games and other products with online functionality. Events such
as limited hardware failure, any broad-based catastrophic server malfunction, a significant intrusion by hackers that circumvents
security measures, or a failure of disaster recovery services would likely interrupt the functionality of our games with online
services and could result in a loss of sales for games and related services. An extended interruption of service could materially
adversely affect our business, financial condition and operating results.

We expect a significant portion of our games to be on-line enabled in the future, and therefore we must project our future
server needs and make advance purchases of servers or server capacity to accommodate expected business demands. If we
underestimate the amount of server capacity our business requires or if our business were to grow more quickly than expected,
our consumers may experience service problems, such as slow or interrupted gaming access. Insufficient server capacity may
result in decreased sales, a loss of our consumer base and adverse consequences to our reputation. Conversely, if we overestimate
the amount of server capacity required by our business, we may incur additional operating costs.

Because of the potential importance of our online business to our revenues and results of operations, our ability to access
adequate Internet bandwidth and online computational resources to support our business is critical. If the price of either such
resource increases, we may not be able to increase our prices or subscriber levels to compensate for such costs, which could
materially adversely affect our business, financial condition and operating results.

We submit our products for rating by the Entertainment Software Rating Board ("ESRB") in the United States and other
voluntary or government ratings organizations in foreign countries. Failure to obtain a target rating for certain of our products
could negatively affect our ability to distribute and sell those games, as could the re-rating of a game for any reason.

We voluntarily submit our game products to the ESRB, a U.S.-based non-profit and independent ratings organization.
The ESRB system provides consumers with information about game content using a rating symbol that generally suggests the
appropriate player age group and specific content descriptors, such as graphic violence, profanity or sexually explicit material.
The ESRB may impose significant penalties on game publishers for violations of its rules related to rating or marketing games,
including revocation of a rating or monetary fines. Other countries require voluntary or government backed ratings as prerequisites
for product sales. In some instances, we may have to modify our products in order to market them under the target rating, which
could delay or disrupt the release of our products. In addition, some of our titles may not be sold at all or without extensive edits
in certain countries, such as Germany.

In the U.S., if the ESRB rates a game as "AO" (age 18 and older), platform licensors may not certify the game and retailers
may refuse to sell it. In addition, some consumers have reacted to re-ratings or controversial game content by refusing to purchase
such games, demanding refunds for games that they had already purchased, and refraining from buying other games published by
us. Many of our Rockstar titles and certain of our 2K titles have been rated "M" (age 17 and older) by the ESRB. If we are unable
to obtain "M" ratings and instead receive "AO" ratings on future versions of those or similar titles as a result of changes in the
ESRB's ratings standards or for other reasons, including the adoption of legislation in this area, our business and prospects could
be negatively affected. If any of our games are re-rated by the ESRB or other foreign based ratings organizations, we could be
exposed to litigation, administrative fines and penalties and other potential liabilities, and our operating results and financial
condition could be significantly affected.

We have implemented processes to comply with the requirements of the ESRB and other ratings organizations and properly
display the designated rating symbols and content descriptions. Nonetheless, these processes are subject to human error,
circumvention, overriding and reasonable resource constraints. If a video game we published were found to contain undisclosed
pertinent content, the ESRB could re-rate a game, retailers could refuse to sell it and demand that we accept the return of any
unsold copies or returns from customers, and consumers could refuse to buy it or demand that we refund their money. This could
have a material negative affect on our operating results and financial condition. In addition, we may be exposed to litigation,
administrative fines and penalties and our reputation could be harmed, which could affect sales of other video games we sell. If
any of these consequences were to occur, our business and financial performance could be significantly harmed.

Content policies adopted by retailers, consumer opposition and litigation could negatively affect sales of our products.

Retailers may decline to sell interactive entertainment software containing what they judge to be graphic violence or
sexually explicit material or other content that they deem inappropriate for their businesses. If retailers decline to sell our products
based upon their opinion that they contain objectionable themes, graphic violence or sexually explicit material or other generally
objectionable content, or if any of our previously "M" rated series products are rated "AO," we might be required to significantly
change or discontinue particular titles or series, which in the case of our best-selling Grand Theft Auto titles could seriously affect
our business. Consumer advocacy groups have opposed sales of interactive entertainment software containing objectionable
themes, violence or sexual material or other objectionable content by pressing for legislation in these areas and by engaging in
public demonstrations and media campaigns. Additionally, although lawsuits seeking damages for injuries allegedly suffered by
third parties as a result of video games have generally been unsuccessful in the courts, claims of this kind have been asserted
against us from time to time and may be asserted and be successful in the future. An increase in the number of lawsuits filed by
the families of victims of violence may trigger supplemental governmental scrutiny, damage our reputation, and negatively affect
the sale of our products. Further, in 2018, gaming disorder was listed in a version of the World Health Organization's International
Classification of Diseases, and some countries have introduced legislation attempting to address this issue. Moreover, the public
dialogue concerning interactive entertainment may have an adverse impact on our reputation and our customer's willingness to
purchase our products.

Our results of operations or reputation may be harmed as a result of offensive consumer-created content.

We are subject to risks associated with the collaborative online features in our games which allow consumers to post
narrative comments, in real time, that are visible to other consumers. From time to time, objectionable and offensive consumer
content may be posted to a gaming or other site with online chat features or game forums which allow consumers to post comments.
We may be subject to lawsuits, governmental regulation or restrictions, and consumer backlash (including decreased sales and
harmed reputation), as a result of consumers posting offensive content. We may also be subject to consumer backlash from
comments made in response to postings we make on social media sites such as Facebook, YouTube and Twitter.

We are subject to risks and uncertainties of international trade, including fluctuations in the values of local foreign currencies
against the dollar.

Sales in international markets, primarily in Europe, have accounted for a significant portion of our net revenue. For the
fiscal year ended March 31, 2019, 46.5% of our net revenue was earned outside the U.S. We are continuing to execute on our
growth initiatives in Asia, where our strategy is to broaden the distribution of our existing products and expand our online gaming
presence, especially in China and South Korea. We are subject to risks inherent in foreign trade, including increased credit risks,
tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays, and international political, regulatory and
economic developments, all of which can have a significant influence on our operating results. Many of our international sales
are made in local currencies, which could fluctuate against the dollar. While we may use forward exchange contracts to a limited
extent to seek to mitigate foreign currency risk, our operating results could be adversely affected by unfavorable foreign currency
fluctuations.

We face risks from our international operations.

We are subject to certain risks because of our international operations, particularly as we continue to grow our business
and presence in Asia, Latin America and other parts of the world. Changes to and compliance with a variety of foreign laws and
regulations may increase our cost of doing business and our inability or failure to obtain required approvals could harm our
international and domestic sales. Trade legislation in either the U.S. or other countries, such as a change in the current tariff
structures, import/export compliance laws or other trade laws or policies, could adversely affect our ability to sell or to distribute
in international markets.

The current U.S. administration has voiced concerns about imports from countries potentially engaging in unfair trade
practices, increased tariffs on certain goods imported into the U.S. from those countries, including China and other countries to
which we sell products, and raised the possibility of imposing significant additional tariff increases. The announcement of tariffs
and proposed tariffs on imported products by the U.S. has triggered actions from certain foreign governments, including China,
and may trigger additional actions by those and other foreign governments that could have a negative impact on our business.
Further, the enforcement of regulations relating to mobile and other games with an online element in China remains uncertain,
and further changes, either in the regulation or their enforcement could have a negative impact on our business in China. In order
to operate in China, all games must have regulatory approval. A decision by the Chinese government to revoke its approval for
any of our games or to decline to approve any products we desire to sell in China in the future could have a negative impact on
our business.

We incur additional legal compliance costs associated with our international operations and could become subject to legal
penalties in foreign countries if we do not comply with local laws and regulations which may be substantially different from those
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in the U.S. In many foreign countries, particularly in those with developing economies, it may be common to engage in business
practices that are prohibited by U.S. laws and regulations, such as the Foreign Corrupt Practices Act, and by local laws, such as
laws prohibiting corrupt payments to government officials. Although we implement policies and procedures designed to ensure
compliance with these laws, there can be no assurance that all of our employees, contractors and agents, as well as those companies
to which we outsource certain of our business operations, including those based in or from countries where practices which violate
such laws may be customary, will not take actions in violation of our policies. Any such violation, even if prohibited by our policies,
could have a material adverse effect on our business.

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as
“Brexit.” On March 29, 2017, the U.K. notified the European Council, in accordance with Article 50 of the Treaty on European
Union, of the U.K.’s intention to withdraw from the E.U. As a result, the British government has been negotiating the terms of the
U.K.’s future relationship with the E.U. A substantial amount of uncertainty remains regarding the outcome of the ongoing
negotiations. We continue to assess and monitor the risks our business is likely to face as a result of Brexit. We are preparing to
mitigate those risks with operational and commercial changes to the extent possible and warranted. However, the legal and
regulatory landscape remains uncertain, and we have no assurance that such preparations will enable us to avoid a material adverse
impact on our business from Brexit.

The effects of Brexit will depend on any agreements the U.K. makes to retain access to the E.U. markets either during a
transitional period or more permanently. The measures could potentially disrupt the markets we serve and may cause us to lose
customers, distributors and employees. If the U.K. loses access to the single E.U. market and the global trade deals negotiated by
the E.U., it could have a detrimental impact on our U.K. growth. Such a decline could also make our doing business in Europe
more difficult, which could negatively affect sales to consumers of our products. Without access to the single E.U. market, it may
be more challenging and costly to distribute our products in Europe. In addition, Brexit could lead to legal uncertainty and potentially
divergent national laws and regulations as the U.K. determines which E.U. laws to replace and replicate. If there are changes to
U.K. immigration policy as a result of Brexit, this could affect our employees and their ability to move freely between the E.U.
member states for work related matters.

If we are unable to protect the intellectual property relating to our software, the commercial value of our products will be
adversely affected and our competitive position could be harmed.

We develop proprietary software and have obtained the rights to publish and distribute software developed by third-
parties. We attempt to protect our software and production techniques under patent, copyright, trademark and trade secret laws as
well as through contractual restrictions on disclosure, copying and distribution. Nonetheless, our software is susceptible to piracy
and unauthorized copying, and third parties may potentially exploit or misappropriate our intellectual property and proprietary
information, causing significant reputational damage. Unauthorized third parties, for example, may be able to copy or to reverse
engineer our software to obtain and use programming or production techniques that we regard as proprietary. Well organized piracy
operations have also proliferated in recent years, resulting in the ability to download pirated copies of our software over the Internet.
Although we attempt to incorporate protective measures into our software, piracy of our products could negatively affect our future
profitability. In addition, "cheating" programs or other unauthorized software tools and modifications that enable consumers to
cheat in games harm the experience of players who play fairly and could negatively impact the volume of microtransactions or
purchases of downloadable content. Also, vulnerabilities in the design of our applications and of the platforms upon which they
run could be discovered after their release. This may lead to lost revenues from paying consumers or increased cost of developing
technological measures to respond to these, either of which could negatively affect our business.

If we infringe on or are alleged to infringe on the intellectual property rights of third parties, our business could be adversely
affected.

As our industry grows, we may be subject to an increasing amount of litigation that is common in the software industry
based on allegations of infringement or other alleged violations of patent, copyright and/or trademarks. In addition, we believe
that interactive entertainment software will increasingly become the subject of claims that such software infringes on the intellectual
property rights of others with both the growth of online functionality and advances in technology, game content and software
graphics as games become more realistic. From time to time, we receive notices from third parties or are named in lawsuits by
third parties alleging infringement of their proprietary rights. Although we believe that our software and technologies and the
software and technologies of third-party developers and publishers with whom we have contractual relations do not and will not
infringe or violate proprietary rights of others, it is possible that infringement of proprietary rights of others may occur. Any claims
of infringement, with or without merit, could be time consuming, costly and difficult to defend. Moreover, intellectual property
litigation or claims could require us to discontinue the distribution of products, obtain a license or redesign our products, which
could result in additional substantial costs and material delays.

Our software is susceptible to errors, which can harm our financial results and reputation.

The technological advancements of new hardware platforms result in the development of more complex software products.
As software products become more complex, the risk of undetected errors in new products increases. We may need to produce
and distribute patches in order to repair such errors, which could be costly and may distract our developers from working on new
products. If, despite testing, errors are found in new products or releases after shipments have been made, we may have to consider
suspending distribution of defective products or offering refunds, and we could experience a loss of or delay in timely market
acceptance, product returns, loss of revenue, increases in costs relating to the repair of such errors and damage to our reputation.

If we acquire or invest in other businesses, intellectual properties or other assets, we may be unable to integrate them with our
business, our financial performance may be impaired and/or we may not realize the anticipated financial and strategic goals
for such transactions.

If appropriate opportunities present themselves, we may acquire or make investments in businesses, intellectual properties
and other assets that we believe are strategic. We may not be able to identify, negotiate or finance any future acquisition or
investment successfully. Even if we do succeed in acquiring or investing in a business, intellectual property or other asset, such
acquisitions and investments involve a number of risks, including:

•

retaining key employees and maintaining the key business and customer relationships of the businesses we acquire;

cultural challenges associated with integrating employees from an acquired company or business into our
organization;

the possibility that the combined company would not achieve the expected benefits, including any anticipated
operating and product synergies, of the acquisition as quickly as anticipated or that the costs of, or operational
difficulties arising from, an acquisition would be greater than anticipated;

significant acquisition-related accounting adjustments, particularly relating to an acquired company's deferred
revenue, that may cause reported revenue and profits of the combined company to be lower than the sum of their
stand-alone revenue and profits;

significant accounting charges resulting from the completion and integration of a sizable acquisition and increased
capital expenditures, including potential impairment charges incurred to write down the carrying amount of intangible
assets generated as a result of an acquisition;

the possibility that significant acquisitions, when not managed cautiously, may result in the over-extension of our
existing operating infrastructures, internal controls and information technology systems;

the possibility that we will not discover important facts during due diligence that could have a material adverse effect
on the value of the businesses we acquire, including the possibility that a change of control of a company we acquire
triggers a termination of contractual or intellectual property rights important to the operation of its business;

the need to integrate an acquired company's accounting, management information, human resource and other
administrative systems to permit effective management and timely reporting, and the need to implement or remediate
controls, procedures and policies appropriate for a public company in an acquired company that, prior to the
acquisition, lacked these controls, procedures and policies;

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; 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 countries.

Future acquisitions and investments could also involve the issuance of our equity and equity-linked securities (potentially
diluting our existing stockholders), the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill,
intangibles, or acquired in-process technology, or other increased cash and non-cash expenses such as stock-based compensation.
Any of the foregoing factors could harm our financial condition or prevent us from achieving improvements in our financial
condition and operating performance that could have otherwise been achieved by us on a stand-alone basis. Our stockholders may
not have the opportunity to review, vote on or evaluate future acquisitions or investments.

Our ability to acquire and maintain licenses to intellectual property, especially for sports titles, affects our revenue and
profitability. Competition for these licenses may make them more expensive and increase our costs.

Certain of our products are based on or incorporate intellectual property owned by others. For example, certain of our
2K products include rights licensed from major sports leagues and players' associations. Similarly, some of our other titles are
based on licenses of popular entertainment products. Competition for these licenses is intense. If we are unable to maintain and
renew these licenses or obtain additional licenses on reasonable economic terms or with significant commercial value, our revenue
and profitability could decline significantly. Competition for these licenses may also increase the advances, guarantees and royalties
that we must pay to the licensor, which could significantly increase our costs and adversely affect our profitability. In addition,
on certain intellectual property licenses, we are subject to guaranteed minimum payments, royalties or standards of performance
and may not be able to terminate these agreements prior to their stated expiration. If such licensed products do not generate revenues
in excess of such minimum guarantees, our profitability will be adversely affected.

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

Our New Credit Agreement (the "New Credit Agreement") may limit our ability to take various actions, including incurring
additional debt, paying dividends, repurchasing shares and acquiring or disposing of assets or businesses. In addition, we have
granted a security interest in connection with certain compensatory arrangements which limits our ability to incur senior debt in
excess of certain amounts. Accordingly, we may be restricted from taking actions that management believes would be desirable
and in the best interests of us and our stockholders. Our New Credit Agreement also requires us to satisfy specified financial
covenants and comply with other affirmative and negative covenants. A breach of any of the covenants contained in our New
Credit Agreement could result in an event of default, which would allow our lenders to pursue various remedies, including
accelerating the repayment of any outstanding indebtedness under our New Credit Agreement.

Our business and products are subject to potential legislation. The adoption of such proposed legislation could limit the retail
market for our products.

Several proposals have been made for federal legislation to regulate our industry. Such proposals seek to prohibit the sale
of products containing certain content included in some of our games. If any such proposals are enacted into law, it may limit the
potential market for some of our games in the U.S., and adversely affect our business, financial condition and operating results.
Other countries, such as Germany, have adopted laws regulating content both in packaged games and those transmitted over the
Internet that are stricter than current U.S. laws. In the U.S., proposals have also been made by numerous state legislators to regulate
and prohibit the sale of interactive entertainment software products containing certain types of violent or sexual content to under
17 or 18 audiences, such as the State of California's "ultraviolent video games law" that sought to ban the sale or rental of violent
video games to minors. While such legislation to date has been enjoined by industry and retail groups or been found unconstitutional,
the adoption into law of such legislation in federal and/or in state jurisdictions in which we do significant business could severely
limit the retail market for some of our games.

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

We rely on our consumers' access to significant levels of Internet bandwidth for the sale and digital delivery of our content
and the functionality of our games with online features. Changes in laws or regulations that adversely affect the growth, popularity
or use of the Internet, including laws affecting "net neutrality," could decrease the demand for our products and services or increase
our cost of doing business. Although certain jurisdictions have implemented laws and regulations intended to prevent Internet
service providers from discriminating against particular types of legal traffic on their networks, other jurisdictions may lack such
laws and regulations or repeal existing laws or regulations. For example, on December 14, 2017, the Federal Communications
Commission voted to repeal net neutrality regulations in the U.S. Given uncertainty around these rules, including changing
interpretations, amendments, or repeal, coupled with the potentially significant political and economic power of local Internet
service providers and the relatively significant level of Internet bandwidth access our products and services require, we could
experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expenses, or
otherwise negatively affect our business.

We may be required to record a significant charge to earnings if our goodwill becomes impaired.

We are required under U.S. generally accepted accounting principles to review our goodwill for impairment at least
annually or more frequently when events or changes in circumstances indicate the carrying value may not be recoverable. Factors
that may be considered a change in circumstances, indicating a requirement to reevaluate whether our goodwill continues to be
recoverable, include a significant decline in stock price and market capitalization, slower growth rates in our industry or other
materially adverse events. We may be required to record a significant charge to earnings in our financial statements during the
period in which any impairment of our goodwill is determined. This may adversely affect our operating results.

Our reported financial results could be adversely affected by the application of existing or future accounting standards to our
business as it evolves.

Our reported financial results are affected by the accounting policies promulgated by the SEC and national accounting
standards bodies and the methods, estimates, and judgments that we use in applying our accounting policies. For example, standards
regarding revenue recognition have and could further significantly affect the way we account for revenue related to our products
and services. We expect that an increasing number of our games will be supported with material post-release activities, such as
content updates and online-enabled features, and we could therefore be required to recognize more of the related revenues for
those games over a period of time rather than at the time of sale. Further, as we increase our downloadable content and add new
features to our online services, user playing patterns can affect our estimate of the service period may change and we could be
required to recognize revenues, and defer related costs, over a shorter or longer period of time than we initially allocated. As we
enhance, expand and diversify our business and product offerings, the application of existing or future financial accounting
standards, particularly those relating to the way we account for revenue, could have a significant adverse effect on our reported
results although not necessarily on our cash flows.

We are subject to risks related to corporate and social responsibility and reputation.

Many factors influence our reputation including the perception held by our customers, business partners and other key
stakeholders. Our business faces increasing scrutiny related to environmental, social and governance activities. We risk damage
to our reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship,
supply chain management, climate change, workplace conduct, human rights and philanthropy. Any harm to our reputation could
impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could
have a material adverse effect on our business, results of operations and cash flows.

Risks relating to our common stock

For purposes of this section "Risks relating to our common stock," references to "the Company," "we," "our," and "us"

refer only to Take-Two Interactive Software, Inc. and not to its subsidiaries.

Additional issuances or sales of equity securities by us would dilute the ownership of our existing stockholders and could
adversely affect the market price of our common stock.

We may issue equity or equity-based securities in the future in connection with acquisitions or strategic transactions, to
adjust our ratio of debt to equity, including through repayment of outstanding debt, to fund expansion of our operations or for
other purposes. To the extent we issue additional equity securities, the percentage ownership of our existing stockholders would
be reduced. The sale of substantial amounts of our common stock could adversely affect its price. The sale or the availability for
sale of a large number of shares of our common stock in the public market could cause the price of our common stock to decline.

There is no guarantee that we will do additional share repurchases in the future.

The share repurchase program authorized by the Board of Directors, which authorized the repurchase of up to 14.2 million
shares of our common stock and had 3.8 million shares available for repurchase as of the date of this filing, does not obligate us
to make any purchases at any specific time or situation. Discontinuing repurchases could adversely affect the price of our common
stock. The program may be suspended or discontinued at any time for any reason.

Our stock price has been volatile and may continue to fluctuate significantly.

The market price of our common stock historically has been, and we expect will continue to be, subject to significant
fluctuations. These fluctuations may be due to factors specific to us including those discussed in the risk factors in this section as
well as others not currently known to us or that we currently do not believe are material, to changes in securities analysts' earnings
estimates or ratings, to our results or future financial guidance falling below our expectations and analysts' and investors'
expectations, to factors affecting the computer, software, entertainment, media or electronics industries, or to national or
international economic conditions.

Stock markets, in general, have experienced over the years, and continue to experience significant price and volume
fluctuations that have affected market prices for companies such as ours and that may be unrelated or disproportionate to the
operating performance of the affected companies. These broad market and industry fluctuations may adversely affect the price of
our stock, regardless of our operating performance.

Delaware law, our charter documents, and provisions of our debt agreements may impede or discourage a takeover, which
could cause the market price of our shares to decline.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the
ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. Our
Board of Directors has the power, without stockholder approval, to adopt a stockholder rights plan and/or to designate the terms
of one or more series of preferred stock and issue shares of preferred stock. The ability of our Board of Directors to create and
issue a new series of preferred stock and certain provisions of Delaware law, our certificate of incorporation and bylaws could
impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender
offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock and the value
of any outstanding notes.

Our ability to use net operating loss and tax credit carryforwards to reduce future years' taxes could be substantially limited
under Internal Revenue Code Sections 382 and 383 if we experience an ownership change as defined in the Internal Revenue
Code Section 382.

Section 382 of the Internal Revenue Code contains rules that limit the ability of a company to use its net operating loss
and tax credit carryforwards in years after an ownership change, which is generally defined as any change in ownership of more
than 50% of its stock over a three-year testing period. These rules generally operate by focusing on ownership changes among
stockholders owning directly or indirectly 5% or more of the stock of a company and/or any change in ownership arising from a
new issuance of stock by the company. If, as a result of future transactions involving our common stock, including purchases or
sales of stock by 5% stockholders, we undergo cumulative ownership changes which exceed 50% over the testing period, our
ability to use our net operating loss and tax credit carryforwards would be subject to additional limitations under Sections 382 and
383.

Generally, if an ownership change occurs, the annual taxable income limitation on the use of net operating loss and tax
credit carryforwards is equal to the product of the applicable long-term tax-exempt rate and the value of the company's stock
immediately before the ownership change. Depending on the resulting limitation, a portion of our net operating loss and tax credit
carryforwards could expire before we would be able to use them.

Our inability to fully utilize any net operating losses or tax credit carryforwards to reduce tax liability in the future could

have a material and negative affect on our future financial position and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive offices are located at 110 West 44th Street (also known as 1133 Avenue of the Americas), New

York, New York, in approximately 76,000 square feet of space under a lease expiring in December 2032.

We also lease approximately 64,000 square feet of space under a lease expiring in March 2023 at 622 Broadway, New

York, New York.

Take-Two Interactive Software Europe Ltd, our wholly-owned subsidiary, leases 12,500 square feet of office space in
Windsor, United Kingdom, which expires in January 2022. Rockstar North, our wholly-owned subsidiary, leases 72,000 square
feet of office space in Edinburgh, Scotland, which expires in June 2024.

2K corporate offices and two development studios occupy approximately 123,000 square feet of leased office space in
Novato, California. The lease expires in June 2023 with respect to approximately 59,000 square feet and July 2025 with respect
to approximately 64,000 square feet.

In addition, our other subsidiaries lease office space in Sydney, Australia; Oakville, Canada; Chengdu and Shanghai,
China; Brno, Czech Republic; Paris, France; Munich, Germany; Budapest, Hungary; Bangalore, India; Tokyo, Japan; Breda,
Netherlands; Auckland, New Zealand; Singapore; Seoul, South Korea; Madrid and Barcelona, Spain; Lucerne, Switzerland; Taipei,
Taiwan; Brighton, London, Lincoln, Leeds, and Oxford, United Kingdom; and, in the United States, Carlsbad, Petaluma, and
Moorpark, California; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York,
New York; and Kirkland, Washington.

For information regarding our lease commitments, see Note 14 to the Consolidated Financial Statements.

Item 3. Legal Proceedings

We are, or may become, subject to demands and claims (including intellectual property claims) and are involved in routine
litigation in the ordinary course of business which we do not believe to be material to our business or financial statements. We
have appropriately accrued amounts related to certain of these claims and legal and other proceedings. While it is reasonably
possible that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses,
unless otherwise disclosed, would not be material.

On February 7, 2019, all of the previously disclosed lawsuits, claims, and counterclaims that had been pending since

April 2016 with Mr. Leslie Benzies, the former president of one of our subsidiaries, were resolved.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders

Our common stock trades on the NASDAQ Global Select Market under the symbol "TTWO." The number of record

holders of our common stock was 55 as of May 10, 2019.

Dividend Policy

We have never declared or paid cash dividends. We currently anticipate that all future earnings will be retained to finance
the growth of our business and we do not expect to declare or pay any cash dividends in the foreseeable future. The payment of
dividends in the future is within the discretion of our Board of Directors and will depend upon future earnings, capital requirements
and other relevant factors. Our New Credit Agreement requires us to meet certain incurrence tests prior to paying a dividend. See
"Liquidity and Capital Resources" under Item 7 for additional information on our New Credit Agreement.

Securities Authorized for Issuance under Equity Compensation Plans

The table setting forth this information is included in Part III—Item 12, Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

Stock Performance Graph

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

The following line graph compares, from March 31, 2014 through March 31, 2019, the cumulative total stockholder
return on our common stock with the cumulative total return on the stocks comprising the NASDAQ Composite Index and the
stocks comprising a peer group index consisting of Activision Blizzard, Inc. and Electronic Arts Inc. The comparison assumes
$100 was invested on March 31, 2014 in our common stock and in each of the following indices and assumes reinvestment of all
cash dividends, if any, paid on such securities. We have not paid any cash dividends and, therefore, our cumulative total return
calculation is based solely upon stock price appreciation and not upon reinvestment of cash dividends. Historical stock price is
not necessarily indicative of future stock price performance.

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

Comparison of 5 Year Cumulative Total Return*

March 2019

500.00

450.00

400.00

350.00

300.00

250.00

200.00

150.00

100.00

50.00

0.00

3/31/2014

3/31/2015

3/31/16

3/31/17

3/31/18

3/31/19

Take-Two Interactive Software, Inc.

NASDAQ Composite Index

Peer Group

* $100 invested on March 31, 2014 in stock or index - including reinvestment of dividends.

Take-Two Interactive Software, Inc.

$ 100.00

$ 116.10

$ 171.77

$ 270.27

$ 445.87

$ 430.32

NASDAQ Composite Index

Peer Group

100.00

118.12

146.81

118.77

191.27

145.94

272.47

176.24

369.88

194.97

276.19

2014

2015

2016

2017

2018

2019

March 31,

Issuer Purchases of Equity Securities

Share Repurchase Program—Our Board of Directors has authorized the repurchase of up to 14,217,683 shares of our
common stock. Under this program, we may purchase shares from time to time through a variety of methods, including in the
open market or through privately negotiated transactions, in accordance with applicable securities laws. Repurchases are subject
to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other
conditions. The program does not require us to repurchase shares and may be suspended or discontinued at any time for any reason.

During the fiscal years ended March 31, 2019, 2018, and 2017 we repurchased 3,715,642, 1,512,557, and 0 shares of our
common stock in the open market, respectively, for $362.4 million, $154.8 million, and $0.0 million, respectively, including
commissions, as part of the program. As of March 31, 2019, we had repurchased a total of 10,399,529 shares of our common stock
under the program, and 3,818,154 shares of our common stock remained available for repurchase under the share repurchase
program. All of the repurchased shares are classified as Treasury stock in our Consolidated Balance Sheets.

Summary Table—The table below details the share repurchases that were made by us during the three months ended

March 31, 2019:

Period
January 1 - 31, 2019
February 1 - 28, 2019
March 1 - 31, 2019

Total number of shares
purchased as part of publicly
announced plans or programs
—
1,119
—

Maximum number of shares that
may yet be purchased under the
repurchase program

4,937
3,818
3,818

Average price
per share

Shares
purchased
—
1,119

$
— $

—
89.53
—

Item 6. Selected Financial Data

The following Selected Financial Data should be read in conjunction with our Consolidated Financial Statements and
related Notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere
in this Annual Report on Form 10-K. (in thousands, except per share data)

STATEMENT OF OPERATIONS DATA:

Net revenue

Gross profit

Net income (loss)

Earnings per share:

Basic:

Earnings (loss) per share:

Diluted:

Earnings (loss) per share:

Fiscal Year Ended March 31,

2019 (1)
$ 2,668,394

2018

2017

2016

2015

$ 1,792,892

$ 1,779,748

$ 1,413,698

$ 1,082,938

1,144,750

894,581

756,789

599,825

333,837

173,533

67,303

(8,302) $

288,071
(279,470)

2.95

2.90

1.57

1.54

0.73

0.72

(0.10) $

(3.48)

(0.10) $

(3.48)

BALANCE SHEET DATA:
Total assets
Long-term debt

2019
$ 4,243,065
—

2018
$ 3,737,841
8,068

As of March 31,

2017
$ 3,149,154
251,929

2016
$ 2,590,277
497,935

2015(2)
$ 2,228,073
473,030

(1) During fiscal 2019, we adopted Accounting Standards Update 2014-09, "Revenue from Contracts with Customers (Topic 606)," using a modified retrospective
method. Therefore, prior periods were not restated.
(2) During fiscal 2016, we retrospectively adopted Accounting Standards Update 2015-03, "Simplifying the Presentation of Debt Issuance Costs," and as a result
previously reported Total assets and Long-term debt have both decreased from previously reported amounts by $3,027 as of March 31, 2015, to reflect the deduction
of debt issuance costs from the carrying amount of the related debt liability.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Our Business

We are a leading developer, publisher and marketer of interactive entertainment for consumers around the globe. Our
products are currently designed for console gaming systems, such as Sony's PS4 and Microsoft's Xbox One, and PC, including
smartphones and tablets. We deliver our products through physical retail, digital download, online platforms and cloud streaming
services.

We endeavor to be the most creative, innovative and efficient company in our industry. Our core strategy is to capitalize
on the popularity of video games by developing and publishing high-quality interactive entertainment experiences across a range
of genres. We focus on building compelling entertainment franchises by publishing a select number of titles for which we can
create sequels and incremental revenue opportunities through virtual currency, add-on content, and in-game purchases. Most of
our intellectual property is internally owned and developed, which we believe best positions us financially and competitively. We
have established a portfolio of proprietary software content for the major hardware platforms in a wide range of genres, including
action, adventure, family/casual, racing, role-playing, shooter, sports and strategy, which we distribute worldwide. We believe that
our commitment to creativity and innovation is a distinguishing strength, 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. We have created, acquired or licensed a group of highly recognizable brands to match the broad consumer demographics
that we serve, ranging from adults to children and game enthusiasts to casual gamers. 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.

Software titles published by our Rockstar Games label are primarily internally developed. We expect Rockstar Games,
our wholly-owned publisher of the Grand Theft Auto, Max Payne, Midnight Club, Red Dead Redemption, and other popular
franchises, to continue to be a leader in the action / adventure product category and to create groundbreaking entertainment by
leveraging our existing titles as well as by developing new brands. 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 290 million units. The latest installment, Grand Theft Auto V, has sold-
in over 105 million units worldwide and includes access to Grand Theft Auto Online. On October 26, 2018, Rockstar Games
launched Red Dead Redemption 2, which has been a critical and commercial success that set numerous entertainment industry
records. Rockstar Games is also well known for developing brands in other genres, including the L.A. Noire, Bully and Manhunt
franchises. Rockstar Games continues to expand on our established franchises by developing sequels, offering downloadable
episodes, content and virtual currency, and releasing titles for smartphones and tablets.

Our 2K label has published a variety of popular entertainment properties across all key platforms and across a range of
genres including shooter, action, role-playing, strategy, sports and family/casual entertainment. We expect 2K to continue to
develop new, successful franchises in the future. 2K's internally owned and developed franchises include the critically acclaimed,
multi-million unit selling BioShock, Mafia, Sid Meier's Civilization, and XCOM series. 2K also publishes successful externally
developed franchises, such as Borderlands. 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, and the Golf Club.

Our Private Division label is dedicated to bringing titles from top independent developers to market. Private Division
will publish three upcoming titles based on new IP from renowned industry creative talent, including The Outer Worlds and
Ancestors: The Humankind Odyssey, both of which are planned for release in calendar 2019. Additionally, Private Division is the
publisher of Kerbal Space Program, which we acquired in May 2017.

Social Point develops and publishes popular free-to-play mobile games that deliver high quality, deeply-engaging
entertainment experiences, including its two most successful games, Dragon City and Monster Legends. In addition, Social Point
has a robust development pipeline with a number of exciting games planned for launch in the coming years.

We are continuing to execute on our growth initiatives in Asia, where our strategy is to broaden the distribution of our
existing products and expand our online gaming presence, especially in China and South Korea. 2K has secured a multi-year
license from the NBA to develop an online version of the NBA simulation game in China, Taiwan, South Korea, and Southeast
Asia. NBA 2K Online, our free-to-play NBA simulation game, which was co-developed by 2K and Tencent, is the top online PC

sports game in China with over 45 million registered users. On August 2, 2018, 2K and Tencent commercially launched NBA 2K
Online 2 in China. The title is based on the console edition of NBA 2K and includes an array of new features.

Trends and Factors Affecting our Business

Product Release Schedule. Our financial results are affected by the timing of our product releases and the commercial
success of those titles. Our Grand Theft Auto products in particular have historically accounted for a significant portion of our
revenue. Sales of Grand Theft Auto products generated 25.7% of our net revenue for the fiscal year ended March 31, 2019. In
October 2018, we released Red Dead Redemption 2. Sales of Red Dead Redemption products generated 32.1% of our net revenue
for the fiscal year ended March 31, 2019. The timing of our Grand Theft Auto or Red Dead Redemption product releases may
affect our financial performance on a quarterly and annual basis.

Economic Environment and Retailer Performance. We continue to monitor economic conditions that may unfavorably
affect our businesses, such as deteriorating consumer demand, pricing pressure on our products, credit quality of our receivables,
and foreign currency exchange rates. Our business is dependent upon a limited number of customers that account for a significant
portion of our revenue. Our five largest customers accounted for 70.1%, 70.7% and 65.5% of net revenue during the fiscal years
ended March 31, 2019, 2018 and 2017, respectively. As of March 31, 2019 and 2018, five customers comprised 66.6% and 65.4%
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 55.8% and 53.2% of such balance at March 31, 2019 and 2018, respectively.
We had two customers who accounted for 40.1% and 15.7% of our gross accounts receivable as of March 31, 2019 and two
customers who accounted for 37.7% and 15.5% of our gross accounts receivable as of March 31, 2018. We did not have any
additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2019 and 2018. The economic environment
has affected our customers in the past, and may do so in the future. Bankruptcies or consolidations of our large retail customers
could seriously hurt our business, due to uncollectible accounts receivables and the concentration of purchasing power among the
remaining large retailers. Certain of our large customers sell used copies of our games, which may negatively affect our business
by reducing demand for new copies of our games. While the downloadable content that we now offer for certain of our titles may
serve to reduce used game sales, we expect used game sales to continue to adversely affect our business.

Hardware Platforms. We derive most of our revenue from the sale of products made for video game consoles
manufactured by third parties, such as Sony's PS4 and Microsoft's Xbox One, which comprised 83.7% of our net revenue by
product platform for the fiscal year ended March 31, 2019. The success of our business is dependent upon the consumer acceptance
of these platforms and the continued growth in the installed base of these platforms. When new hardware platforms are introduced,
demand for software used on older platforms typically declines, which may negatively affect our business during the market
transition to the new consoles. We continually monitor console hardware sales. We manage our product delivery on each current
and future platform in a manner we believe to be most effective to maximize our revenue opportunities and achieve the desired
return on our investments in product development. Accordingly, our strategy is to focus our development efforts on a select number
of the highest quality titles for these platforms, while also expanding our offerings for emerging platforms such as tablets,
smartphones and online games.

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 websites we own and others owned by third parties) as well as a larger selection of our catalog titles. In addition, we aim
to drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles through virtual currency,
add-on content, and in-game purchases. We also publish an expanding variety of titles for tablets and smartphones, which are
delivered to consumers through digital download. Our "Results of Operations," discloses that net revenue from digital online
channels comprised 63.0% of our net revenue for the fiscal year ended March 31, 2019. We expect online delivery of games and
game offerings to continue to grow and to become an increasing part of our business over the long-term.

Product Releases

We released the following key titles in fiscal year 2019:

Title

Publishing Label

Internal or
External
Development

Platform(s)

Rockstar Games

Internal

PS4, Xbox One, PC

Grand Theft Auto V Premium Online
Edition

The Golf Club 2019 Featuring PGA TOUR
(Digital)

NBA 2K Online 2

NBA 2K19 20th Anniversary Edition

NBA 2K19 Standard Edition

WWE 2K19 Woooo! Deluxe Edition

WWE 2K19

NBA 2K Playgrounds 2

Red Dead Redemption 2

Rockstar Games

Carnival Games

The Golf Club 2019 Featuring PGA TOUR
(Physical)

Sid Meier's Civilization VI

Red Dead Online Beta

Rockstar Games

Sid Meier's Civilization VI: Gathering
Storm

Borderlands: Game of the Year Edition

Product Pipeline

Date Released

April 20, 2018

External

PS4, Xbox One, PC

August 27, 2018

External

Internal

Tencent (China only)

PS4, Xbox One, Nintendo
Switch, PC

August 2, 2018

September 7, 2018

September 11, 2018

Internal/External

PS4, Xbox One, PC

Internal/External

PS4, Xbox One, PC

External

Internal

PS4, Xbox One, Nintendo
Switch, PC

PS4, Xbox One

PS4, Xbox One,
Nintendo Switch

External

PS4, Xbox One, PC

External

Internal

Nintendo Switch

PS4, Xbox One

Internal

October 5, 2018

October 9, 2018

October 16, 2018

October 26, 2018

November 6, 2018

November 13, 2018
(North America)
November 16, 2018
(International)

November 16, 2018

November 27, 2018

February 14, 2019

Internal/External

PS4, Xbox One, PC

April 3, 2019

We have announced the following key titles to date (this list does not represent all titles currently in development):

Title

Borderlands 3

NBA 2K20

WWE 2K20

Ancestors: The Humankind Odyssey

The Outer Worlds

Private Division

Fiscal 2019 Financial Summary

Publishing Label

Internal or
External
Development

Platform(s)

2K/Gearbox Software

Internal/External

PS4, Xbox One, PC

Internal

External

TBA

PS4, Xbox One,
PC (digital only)

PS4, Xbox One, PC

Expected Release
Date

September 13, 2019

TBA

2019 (fiscal 2020)

On April 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and related amendments
(the “New Revenue Accounting Standard”) using the modified retrospective method. Therefore, no prior amounts have been
restated in our tables and discussion below. Refer to Note 1 to our Consolidated Financial Statements for our accounting policy
disclosure for revenue recognition. In general, the adoption of Topic 606 results in a more accelerated revenue pattern, due primarily
to (i) the elimination of the requirement for vendor-specific objective evidence ("VSOE") of fair value when allocating between
multiple performance obligations and (ii) the change of our estimated service period to a user life. However, the impact on a given
period may differ from this general trend. In October 2018, we released Red Dead Redemption 2. The acceleration of revenue for
this title was material and is the primary component of the significant increases in certain of our operating results as a result of
the adoption of Topic 606 throughout the discussion in our "Results of Operations" below. See Notes 1 and 2 to our Consolidated
Financial Statements for further information.

Our Net revenue for fiscal year ended March 31, 2019 was led by titles from a variety of our top franchises, primarily
Red Dead Redemption 2, Grand Theft Auto, NBA 2K, and WWE 2K. Our Net revenue increased to $2,668.4 million, an increase
28

of $875.5 million or 48.8% compared to the fiscal year ended March 31, 2018. This increase included a $741.2 million increase
in Net revenue as a result of the adoption of Topic 606, as described above. The remaining increase was driven by sales of the
titles described above.

During the fiscal year ended March 31, 2019, we recognized a tax benefit of $107.1 million from a reduction in our
valuation allowance on certain U.S. deferred tax assets as a result of a determination that it was more-likely-than-not that such
deferred tax assets would be realized. Our determination took into account the successful launch of Red Dead Redemption 2 during
the current fiscal year along with our recent positive trend of earnings.

For the fiscal year ended March 31, 2019, our Net income was $333.8 million, as compared to Net income of $173.5
million in the prior year. Diluted earnings per share for the fiscal year ended March 31, 2019 was $2.90, as compared to Diluted
income per share of $1.54 for the fiscal year ended March 31, 2018. Our operating income for the fiscal year ended March 31,
2019 increased compared to the operating income for fiscal year ended March 31, 2018, due primarily to higher Gross profit due
primarily to higher revenue as a result of the adoption of Topic 606 as described above and the successful launch Red Dead
Redemption 2, partially offset by higher Operating expenses primarily due to higher Selling and marketing expense for titles
released during the current fiscal year.

At March 31, 2019, we had $1,392.0 million of Cash and Cash equivalents and Restricted cash, compared to 1,246.4
million at March 31, 2018. The increase in Cash and cash equivalents and Restricted cash from March 31, 2018 was due primarily
to Net cash provided by operating activities from sales, primarily of Red Dead Redemption 2, partially offset by investments in
software development and licenses as well as royalty payments. These net increases were offset by Net cash used in financing
activities, which was primarily related to repurchases of common stock under our share repurchase program and tax payments
related to net share settlements of our restricted stock, and to a lesser extent Net cash used in investing activities, which was
primarily related to bank time deposits and purchases of fixed assets.

Critical Accounting Policies and Estimates

Our most critical accounting policies, which are those that require significant judgment, include revenue recognition;
price protection and allowances for returns; capitalization and recognition of software development costs and licenses; fair value
estimates including valuation of goodwill, intangible assets, and long-lived assets; valuation and recognition of stock-based
compensation; and income taxes. See Note 1 - Basis of Presentation and Significant Accounting Policies in the Notes to our
Consolidated Financial Statements in this Annual Report on Form 10-K.

Recently Adopted and Recently Issued Accounting Pronouncements

See Note 1 - Basis of Presentation and Significant Accounting Policies.

Operating Metric

Net Bookings

We monitor Net Bookings as a key operating metric in evaluating the performance of our business. Net Bookings is
defined as the net amount of products and services sold digitally or sold-in physically during the period and includes licensing
fees, merchandise, in-game advertising, strategy guides, and publisher incentives. Net Bookings were as follows:

Net Bookings

2,928,724

1,990,602

938,122

47.1%

2019

Fiscal Year Ended March 31,
2018

Increase/(decrease)

Increase/(decrease) %

For the fiscal year ended March 31, 2019, Net Bookings increased by $938.1 million as compared to the prior year

period due primarily to Red Dead Redemption 2, which released in October 2018, and our NBA 2K franchise, partially offset by
a decrease from Grand Theft Auto V and Grand Theft Auto Online.

Results of Operations

The following table sets forth, for the periods indicated, our statements of operations, net revenue by geographic region,

net revenue by platform and net revenue by distribution channel:

Net revenue
Cost of goods sold
Gross profit

Selling and marketing
General and administrative
Research and development
Depreciation and amortization
Business reorganization
Total operating expenses
Income from operations
Interest and other, net
Gain on long-term investments, net
Income before income taxes
(Benefit from) provision for income taxes
Net income

Net revenue by geographic region:

United States
International

Net revenue by platform:

Console
PC and other

Net revenue by distribution channel:

Digital online
Physical retail and other
Net revenue by content:
Full game and other
Recurrent consumer spending

Fiscal Years ended March 31, 2019 and 2018

Fiscal Year Ended March 31,

2019

2018

2017

$ 2,668,394
1,523,644
1,144,750
391,400
281,234
230,170
40,232
(4,958)
938,078
206,672
26,113
—
232,785
(101,052)
333,837

100.0 % $1,792,892
57.1 %
898,311
42.9 %
894,581
14.7 %
256,092
10.5 %
247,828
8.6 %
196,373
1.5 %
43,969
(0.2)%
14,742
35.2 %
759,004
7.7 %
135,577
1.0 %
1,048
— %
—
8.7 %
136,625
(3.8)%
(36,908)
12.5 % $ 173,533

100.0 % $1,779,748
50.1 % 1,022,959
756,789
49.9 %
285,453
14.3 %
211,409
13.8 %
137,915
11.0 %
30,707
2.5 %
—
0.8 %
665,484
42.3 %
91,305
7.6 %
(15,690)
0.1 %
1,350
— %
76,965
7.6 %
9,662
(2.1)%
67,303
9.7 % $

100.0 %
57.5 %
42.5 %
16.0 %
11.9 %
7.8 %
1.7 %
— %
37.4 %
5.1 %
(0.9)%
0.1 %
4.3 %
0.5 %
3.8 %

Fiscal Year Ended March 31,

2019

2018

2017

$ 1,426,906
1,241,488

53.5% $1,052,313
46.5%
740,579

58.7% $ 999,128
780,620
41.3%

$ 2,233,861
434,533

83.7% $1,463,306
16.3%
329,586

81.6% 1,440,724
339,024
18.4%

$ 1,681,609
986,785

63.0% $1,130,946
37.0%
661,946

63.1%
36.9%

921,734
858,014

$ 1,597,478
1,070,916

59.9% $1,046,176
40.1%
746,716

58.4% $1,320,890
458,858
41.6%

56.1%
43.9%

81.0%
19.0%

51.8%
48.2%

74.2%
25.8%

(thousands of dollars)
Net revenue

Internal royalties
Product costs
Software development costs and royalties(1)
Licenses

Cost of goods sold
Gross profit

2019
$ 2,668,394
610,804
322,148
449,198
141,494
1,523,644
$ 1,144,750

2018

% of net
revenue
100.0% $1,792,892
22.9%
383,020
12.1%
203,301
16.8%
191,400
5.3%
120,590
57.1%
898,311
42.9% $ 894,581

% of net
revenue
100.0% $
21.4%
11.3%
10.7%
6.7%
50.1%
49.9% $

Increase/
(decrease)

% Increase/
(decrease)

875,502
227,784
118,847
257,798
20,904
625,333
250,169

48.8%
59.5%
58.5%
134.7%
17.3%
69.6%
28.0%

(1) Includes $149,075 and $24,610 of stock-based compensation expense in 2019 and 2018, respectively.

In general, the adoption of Topic 606 results in a more accelerated revenue pattern, due primarily to (i) the elimination
of the requirement for vendor-specific objective evidence ("VSOE") of fair value when allocating between multiple performance
obligations and (ii) the change of our estimated service period to a user life. However, the impact on a given period may differ
from this general trend. In October 2018, we released Red Dead Redemption 2. The acceleration of revenue for this title due to
the adoption of Topic 606 was material and is the primary component of the significant increases as a result of the adoption of
Topic 606 throughout the discussion below. See Note 1 and Note 2 to our Consolidated Financial Statements for further information.

For the fiscal year ended March 31, 2019, net revenue increased by $875.5 million, as compared to the prior year. This
increase included a $741.2 million increase in net revenue as a result of the adoption of Topic 606, as described above. The
remaining increase was due to (i) an increase of $129.6 million in net revenue from Red Dead Redemption 2, (ii) an increase of
$53.4 million in net revenue from Grand Theft Auto Online, and (iii) an increase of $43.9 million in net revenue from our NBA
2K franchise. These increases were partially offset by (i) a decrease of $51.5 million in net revenue from Grand Theft Auto V, (ii)
a decrease of $27.8 million in net revenue from our WWE 2K franchise and (ii) a decrease of $18.0 million in net revenue from
L.A. Noire.

Net revenue from console games increased by $770.6 million and accounted for 83.7% of our total net revenue in the
fiscal year ended March 31, 2019, as compared to 81.6% in the prior year. The increase in net revenue from console games included
a $658.8 million increase in net revenue as a result of the adoption of Topic 606, as described above. The remaining increase was
due to an increase in net revenue from Red Dead Redemption 2, Grand Theft Auto Online, and our NBA 2K franchise. These
increases were partially offset by a decrease in net revenue from Grand Theft Auto V and our WWE 2K franchise. Net revenue
from PC and other increased by $104.9 million as compared to the prior year and decreased as a percentage of net revenue to
16.3% compared to 18.4% in the prior year. The increase in net revenue from PC and other included an $82.4 million increase in
net revenue as the result of the adoption of Topic 606, as described above. The remaining increase was due to an increase in net
revenue from Grand Theft Auto Online, Red Dead Redemption 2 merchandise, our Civilization franchise, Monster Legends, our
NBA 2K franchise, and L.A. Noire. These increases were partially offset by a decrease in net revenue from XCOM 2 and Grand
Theft Auto V.

Net revenue from digital online channels increased by $550.7 million and accounted for 63.0% of our total net revenue
for the fiscal year ended March 31, 2019, as compared to 63.1% in the prior year. The increase in net revenue from digital online
channels included a $353.2 million increase in net revenue as a result of the adoption of Topic 606, as described above. The
remaining increase was due to an increase in net revenue from our NBA 2K franchise, Grand Theft Auto Online, and Red Dead
Redemption 2, partially offset by a decrease in net revenue from XCOM 2. Net revenue from physical retail and other channels
increased by $324.8 million and accounted for 37.0% of our total net revenue for the fiscal year ended March 31, 2019, as compared
to 36.9% for the prior year. The increase in net revenue from physical retail and other channels included a $388.1 million increase
in net revenue as a result of the adoption of Topic 606, as described above. Offsetting this increase was a net decrease due to a
decrease in net revenue from Grand Theft Auto V, our NBA 2K franchise, our WWE 2K franchise, and L.A. Noire, partially offset
by an increase in net revenue from Red Dead Redemption 2.

Net revenue from recurrent consumer spending on our titles through virtual currency, add-on content, and in-game
purchases increased by $324.2 million and accounted for 40.1% of net revenue for the fiscal year ended March 31, 2019, as
compared to 41.6% for the prior year. The increase in net revenue from recurrent consumer spending included a $164.4 million
increase in net revenue as a result of the adoption of Topic 606, as described above. The remaining increase was due to an increase
in net revenue from our NBA 2K franchise, Grand Theft Auto Online, our Civilization franchise, and Red Dead Redemption 2,
partially offset by a decrease in net revenue from Mafia III. Net revenue from full game and other increased by $551.3 million
and accounted for 59.9% of net revenue for the fiscal year ended March 31, 2019, as compared to 58.4% for the prior year. The
increase in net revenue from full game and other included a $576.9 million increase in net revenue as a result of the adoption of
Topic 606, as described above. Offsetting this increase was a net decrease due to a decrease in net revenue from Grand Theft Auto
V, our NBA 2K franchise, our WWE 2K franchise, L.A. Noire, and Mafia III, partially offset by an increase in net revenue from
Red Dead Redemption 2.

Gross profit as a percentage of net revenue for the fiscal year ended March 31, 2019 was 42.9%, as compared to 49.9%
in the prior year. The adoption of Topic 606 resulted in a 6.1% increase in gross profit percentage. The remaining percentage
decrease was due to higher internal royalties as a percentage of net revenue due to the timing of when royalties are earned and to
a lesser extent higher software development costs as a percentage of net revenue due to the timing of our releases.

Net revenue earned outside of the United States increased by $500.9 million and accounted for 46.5% of our total net
revenue in the fiscal year ended March 31, 2019, as compared to 41.3% in the prior year. The increase in net revenue earned
outside the United States included a $438.0 million increase as a result of the adoption of Topic 606, as described above. The
remaining increase was due to an increase in net revenue from Red Dead Redemption 2, Grand Theft Auto Online, and our NBA
2K franchise, partially offset by a decrease in net revenue from Grand Theft Auto V. Changes in foreign currency exchange rates

decreased net revenue and gross profit by $10.0 million and $5.7 million, respectively, in the fiscal year ended March 31, 2019
as compared to the prior year.

Operating Expenses

(thousands of dollars)
Selling and marketing
General and administrative
Research and development
Depreciation and amortization
Business reorganization
Total operating expenses

2019
$ 391,400
281,234
230,170
40,232
(4,958)
$ 938,078

2018

% of net
revenue
14.7 % $ 256,092
10.5 %
247,828
8.6 %
196,373
1.5 %
43,969
(0.2)%
14,742
35.2 % $ 759,004

% of net
revenue

Increase/
(decrease)

% Increase/
(decrease)

14.3% $
13.8%
11.0%
2.5%
0.8%
42.3% $

135,308
33,406
33,797
(3,737)
(19,700)
179,074

52.8 %
13.5 %
17.2 %
(8.5)%
(133.6)%
23.6 %

Includes stock-based compensation expense, which was allocated as follows (in thousands):

Selling and marketing

General and administrative

Research and development

Business reorganization

2019

2018

23,685

51,903

23,037

—

13,258

58,037

18,020

2,424

Foreign currency exchange rates decreased total operating expenses by $5.1 million in the fiscal year ended March 31,

2019 as compared to the prior year.

Selling and marketing

Selling and marketing expenses increased by $135.3 million in the fiscal year ended March 31, 2019 as compared to the
prior year, due primarily to $108.5 million in higher advertising expenses. Advertising expenses were higher in the current year
due primarily to the release of Red Dead Redemption 2 in October 2018, our NBA 2K franchise, and Grand Theft Auto Online.
The remaining increase is due to higher personnel expenses, primarily due to increased headcount.

General and administrative

General and administrative expenses increased by $33.4 million for the fiscal year ended March 31, 2019, as compared
to the prior year, due primarily to (i) increases in personnel expenses due to additional headcount, (ii) a reduction of expense in
the prior period related to updating the fair value of contingent consideration from our acquisition of Social Point, (iii) increases
in IT related expenses for cloud-based services, and (iv) increases in rent expense. These increases were partially offset by a
decrease in stock compensation expense, related primarily to share based awards granted under our management agreement with
ZelnickMedia, and insurance recoveries.

General and administrative expenses for the fiscal years ended March 31, 2019 and 2018 include occupancy expense
(primarily rent, utilities and office expenses) of $22.0 million and $18.2 million, respectively, related to our development studios.

Research and development

Research and development expenses increased by $33.8 million for the fiscal year ended March 31, 2019, as compared
to the prior year, due primarily to increased personnel expense due to (i) increased headcount and (ii) higher stock-based
compensation as well as an increase in production and development expenses for titles for which technological feasibility has not
been established.

Depreciation and amortization

Depreciation and amortization expenses decreased by $3.7 million for the fiscal year ended March 31, 2019, as compared
to the prior year, due primarily to the recognition of a $11.3 million impairment charge in September 2017, as a result of our
decision not to proceed with further development of a certain in-process research and development ("IPR&D") intangible asset
from our acquisition of Social Point. The decrease was partially offset by an increase in depreciation expense due primarily to the
move to our new corporate headquarters in December 2017 and an increase in IT infrastructure costs.

Business Reorganization

During the fiscal year ended March 31, 2019, business reorganization expense decreased $19.7 million as a result of a
benefit due to updating estimates for and completing our 2016 Plan as well as costs related to our 2018 Plan in the prior year
period with significantly decreased costs in the current year period. Although we may record additional expense or benefit in future
periods to true-up estimates, we do not expect to incur additional reorganization costs in connection with these reorganizations.
See Note 20 - Business Reorganization to our Consolidated Financial Statements.

Interest and other, net

(thousands of dollars)
Interest income
Interest expense
Foreign currency exchange (loss) gain
Other

Interest and other, net

2019
38,019
(8,032)
(505)
(3,369)
26,113

% of net
revenue

1.4 % $
(0.3)%
— %
(0.1)%
1.0 % $

2018
21,264
(22,269)
(3,038)
5,091
1,048

% of net
revenue

Increase/
(decrease)

% Increase/
(decrease)

1.2 % $
(1.2)%
(0.2)%
0.3 %
0.1 % $

16,755
14,237
2,533
(8,460)
25,065

78.8 %
(63.9)%
(83.4)%
(166.2)%
2,391.7 %

Interest and other, net was $26.1 million for the fiscal year ended March 31, 2019, as compared to $1.0 million for the
fiscal year ended March 31, 2018. The increase was due primarily to a $16.8 million increase in interest income due primarily to
the size of, nature of, and return on our investment portfolio and a $14.2 million decrease in interest expense primarily as a result
of the settlement of our 1.00% Convertible Notes due 2018 ("Convertible Notes"), which matured July 1, 2018. The net increase
was partially offset by gains in the prior period on the early conversion of our Convertible Notes, with no corresponding gains in
the current period.

Provision/Benefit from income taxes

We recognized a tax benefit of $107.1 million from a reduction in our valuation allowance on certain U.S. deferred tax
assets as a result of a determination that it was more-likely-than-not that such deferred tax assets would be realized. Our
determination took into account the successful launch of Red Dead Redemption 2 during the year along with our recent positive
trend of earnings.

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (herein referred to as the "Act”). The Act made broad and complex changes to the U.S. tax code. The Act reduced the U.S.
federal corporate income tax rate from 35% to 21%, effective January 1, 2018 and required companies to pay a one-time transition
tax on the previously untaxed earnings of certain foreign subsidiaries. In addition, the Act made other changes, including, but not
limited to, (1) a Base Erosion Anti-abuse Tax ("BEAT"), which is a new minimum tax, (2) generally eliminating U.S. federal
income taxes on dividends from foreign subsidiaries, (3) a new provision that taxes global intangible low-taxed income ("GILTI"),
(4) the repeal of the domestic production activity deduction, and (5) other base broadening provisions.

The SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Acts
("SAB 118"), which provides guidance on accounting for the Act's impact. SAB 118 provides a measurement period, which should
not extend beyond one year from the Act enactment date, during which a company acting in good faith may complete the accounting
for the impact of the Act under ASC 740. In accordance with SAB 118, the income tax effects of the Act must be reflected in the
reporting period in which the accounting under ASC Topic 740 is complete. We completed the accounting and recorded a decrease
to income tax expense of $4.6 million to adjust the provisional estimates related to the one-time transition tax on the previously
untaxed earnings of certain foreign subsidiaries as a result of the Act. The impact of the Act differs from these estimates due to
changes in interpretations and assumptions we have made, guidance that was issued, and actions taken as a result of the Act.

The Act subjects a U.S. shareholder to current tax on GILTI earned by foreign subsidiaries. The FASB Staff Q&A Topic
No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election either
to recognize deferred taxes for temporary differences that are expected to reverse as GILTI in future years or provide for the tax
expense related to GILTI resulting from those items in the year the tax is incurred. We have elected to recognize the resulting tax
on GILTI as an expense in the period incurred.

Our income tax benefit was $101.1 million for the fiscal year ended March 31, 2019 as compared to $36.9 million for

the fiscal year ended March 31, 2018.

When compared to the statutory rate of 21.0%, the effective tax rate of (43.4)% for the fiscal year ended March 31, 2019
was primarily due to a $107.1 million tax benefit from changes in valuation allowance, a benefit of $35.0 million for tax credits,

$13.3 million from excess tax benefits from employee stock compensation, and $9.0 million from our geographic mix of earnings,
partially offset by tax expense from other immaterial items, which include the impact of the Act.

When compared to the statutory rate of 31.6%, the effective tax rate of (27.0)% for the fiscal year ended March 31, 2018
was primarily due to $53.2 million from excess tax benefits from employee stock compensation as a component of the benefit
from income taxes (previously excess tax benefit and tax deficiencies were recognized in additional paid-in-capital), a benefit of
$22.6 million for tax credits anticipated to be utilized, a benefit of $15.1 million from changes in unrecognized tax benefits primarily
due to expiration of statute of limitations, and a benefit of $7.9 million from our geographic mix of earnings, partially offset by
provisional amounts recorded as a result of the Act and $10.4 million for changes in our valuation allowance.

The effective tax rate in the current year was lower compared to the prior year primarily due to a lower U.S. statutory
rate, increased tax benefits from changes in valuation allowance, increased tax benefits from tax credits, reduced tax expense from
the one-time transition tax, partially offset by reduced benefits from excess tax benefits related to employee stock compensation
and changes in unrecognized tax benefits.

We anticipate that additional excess tax benefits from employee stock compensation and tax credits could have a significant

impact on our effective tax rate in future periods.

The accounting for share-based compensation will increase or decrease our effective tax rate based upon the difference
between our share-based compensation expense and the deductions taken on our tax return, which depends upon the stock price
at the time of employee award vesting. Since we recognize excess tax benefits on a discrete basis, we anticipate that our effective
tax rate will vary from quarter to quarter depending on our stock price in each period.

On June 21, 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair, which overturned previous
case law that precluded states from requiring retailers to collect sales tax on sales made to in-state customers unless the retailer
had physical presence in the state. Although this case is limited to sales tax collection obligations, we continue to monitor the
potential impact of this decision on our state income tax footprint.

As of March 31, 2019, we had gross unrecognized tax benefits, including interest and penalties, of $139.0 million, of
which $23.9 million would affect our effective tax rate if realized. For the fiscal year ended March 31, 2019, gross unrecognized
tax benefits increased by $10.5 million.

We are no longer subject to audit for U.S. federal income tax returns for periods prior to our fiscal year ended March 31,
2016 and state income tax returns for periods prior to the fiscal year ended March 31, 2014. With few exceptions, we are no longer
subject to income tax examinations in non-U.S. jurisdictions for years prior to fiscal year ended March 31, 2013. Certain U.S.
state and foreign taxing authorities are currently examining our income tax returns for the fiscal years ended March 31, 2014
through March 31, 2017.

We are regularly audited by domestic and foreign taxing authorities. We believe that our tax positions comply with
applicable tax law and that we have adequately provided for reasonably foreseeable tax assessments. It is possible that settlement
of audits or the expiration of the statute of limitations may impact our effective tax rate in future periods.

Net income and earnings per share

For the fiscal year ended March 31, 2019, our net income was $333.8 million, as compared to $173.5 million in the prior
year. Diluted earnings per share for the fiscal year ended March 31, 2019 was $2.90, as compared to $1.54 for the fiscal year ended
March 31, 2018. Diluted weighted average shares outstanding of 115.2 million were 2.4 million higher compared to the prior fiscal
year due primarily to the settlement on conversion of our 1.00% Convertible Notes with shares of our common stock using the
stated conversion rate and, to a lesser extent, normal stock compensation activity including grants and forfeitures, offset by share
repurchases. See Note 1 - Basis of Presentation and Significant Accounting Policies and Note 13 - Earnings Per Share to the
Consolidated Financial Statements for additional information.

Fiscal Years Ended March 31, 2018 and 2017

(thousands of dollars)
Net revenue

Internal royalties
Product costs
Software development costs and royalties(1)
Licenses

Cost of goods sold
Gross profit

2018
$ 1,792,892
383,020
203,301
191,400
120,590
898,311
$ 894,581

2017

% of net
revenue
100.0% $1,779,748
21.4%
330,782
11.3%
255,914
10.7%
335,675
6.7%
100,588
50.1% 1,022,959
49.9% $ 756,789

% of net
revenue
100.0% $
18.6%
14.4%
18.9%
5.6%
57.5%
42.5% $

Increase/
(decrease)

% Increase/
(decrease)

13,144
52,238
(52,613)
(144,275)
20,002
(124,648)
137,792

0.7 %
15.8 %
(20.6)%
(43.0)%
19.9 %
(12.2)%
18.2 %

(1) Includes $24,610 and $21,056 of stock-based compensation expense in 2018 and 2017, respectively.

For the fiscal year ended March 31, 2018, net revenue increased by $13.1 million, as compared to the prior year. This
increase was due primarily to an increase of $159.4 million in net revenue from our NBA 2K franchise, partially offset by a decrease
of $134.9 million in net revenue from Mafia III, which released in October 2016. Net revenue from our Grand Theft Auto franchise
increased $32.0 million as compared to the prior year. This increase was due primarily to an increase of $114.9 million in net
revenue from Grand Theft Auto Online, partially offset by a decrease of $78.0 million from Grand Theft Auto V.

Net revenue from console games increased by $22.6 million and accounted for 81.6% of our total net revenue in the fiscal
year ended March 31, 2018, as compared to 81.0% in the prior year. The increase in net revenue from console games was due
primarily to higher net revenue from our NBA 2K franchise, partially offset by lower net revenue from Mafia III, which released
in October 2016. Net revenue from PC and other decreased by $9.4 million as compared to the prior year and decreased as a
percentage of net revenue to 18.4% compared to 19.0% in the prior year. The decrease in net revenue from PC and other was due
primarily to lower net revenue from Civilization VI, which released on the PC in the prior year, partially offset by higher net
revenue from Social Point titles for which we had only two months of net revenue in the prior year as it was acquired in January
2017.

Net revenue from digital online channels increased by $209.2 million and accounted for 63.1% of our total net revenue
for the fiscal year ended March 31, 2018, as compared to 51.8% in the prior year. The increase in net revenue from digital online
channels was due primarily to higher revenue related to our NBA 2K franchise and Grand Theft Auto Online, partially offset by
lower net revenue from Civilization VI and Grand Theft Auto V. Net revenue from physical retail and other channels decreased
by $196.1 million and accounted for 36.9% of our total net revenue for the fiscal year ended March 31, 2018, as compared to
48.2% for the prior year. The decrease in net revenue from physical retail and other channels was due primarily to lower net
revenue from Mafia III, Grand Theft Auto V, and BioShock: The Collection, which released in September 2016, partially offset
by higher net revenue from L.A. Noire due to releases on PS4, Xbox One, Switch, and HTC Vive.

Net revenue from recurrent consumer spending on our titles through virtual currency, add-on content, and
microtransactions increased by $287.9 million and accounted for 41.6% of net revenue for the fiscal year ended March 31, 2018,
as compared to 25.8% for the prior year. The increase in recurrent consumer spending was due primarily to higher virtual currency
net revenue from Grand Theft Auto Online, our NBA 2K franchise, and Social Point titles with only two months of net revenue in
the prior year as it was acquired in January 2017.

Gross profit as a percentage of net revenue for the fiscal year ended March 31, 2018 was 49.9%, as compared to 42.5%
in the prior year. The percentage increase was due primarily to lower software development costs as a percentage of net revenue
due to Mafia III and Civilization VI releasing in the prior year, as well as lower product costs as a percentage of net revenue due
to the decrease in net revenue from physical retail sales. The increase was offset by higher internal royalties as a percentage of
net revenue due to the timing of when royalties are earned and to a lesser extent higher stock-based compensation costs as a
percentage of net revenue.

Net revenue earned outside of the United States decreased by $40.0 million and accounted for 41.3% of our total net
revenue in the fiscal year ended March 31, 2018, as compared to 43.9%. The decrease in net revenue was due primarily to a
decrease in net revenue from Mafia III, partially offset by higher net revenue from our NBA 2K franchise. Changes in foreign
currency exchange rates increased net revenue and gross profit by $9.8 million and $6.7 million, respectively, in the fiscal year
ended March 31, 2018 as compared to the prior year.

Operating Expenses

(thousands of dollars)

Selling and marketing
General and administrative
Research and development
Depreciation and amortization
Business reorganization
Total operating expenses

2018
$ 256,092
247,828
196,373
43,969
14,742
$ 759,004

% of net
revenue

2017

% of net
revenue

Increase/
(decrease)

% Increase/
(decrease)

14.3% $ 285,453
13.8%
211,409
11.0%
137,915
2.5%
30,707
0.8%
—
42.3% $ 665,484

16.0% $
11.9%
7.8%
1.7%
—%
37.4% $

(29,361)
36,419
58,458
13,262
14,742
93,520

(10.3)%
17.2 %
42.4 %
43.2 %
100.0 %
14.1 %

Includes stock-based compensation expense, which was allocated as follows (in thousands):

Selling and marketing

General and administrative

Research and development

Business reorganization

2018

2017

13,258

58,037

18,020

2,424

9,963

42,908

7,952

—

Foreign currency exchange rates increased total operating expenses by $8.4 million in the fiscal year ended March 31,

2018 as compared to the prior year.

Selling and marketing

Selling and marketing expenses decreased by $29.4 million in the fiscal year ended March 31, 2018 as compared to the
prior year, due primarily to $44.2 million in lower advertising expenses. Advertising expenses were lower in the current year due
primarily to the releases of Mafia III and Civilization VI in October 2016 and Battleborn in May 2016, partially offset by higher
marketing in the current year period for Grand Theft Auto Online and Red Dead Redemption 2. The decrease was partially offset
by higher personnel expenses, primarily due to higher incentive compensation expense.

General and administrative

General and administrative expenses increased by $36.4 million for the fiscal year ended March 31, 2018, as compared
to the prior year, due primarily to (i) increases in personnel expenses, including stock and incentive compensation expense, due
to additional headcount, including our acquisition of Social Point, (ii) increases in professional fees, related primarily to our
management agreement with ZelnickMedia as a result of the increase in our share price, (iii) increases in IT related expenses from
the purchase of computer hardware and software, and (iv) increases in rent expense due to new locations, including our new
corporate headquarters in New York and for Social Point, as well as increased rent in other locations. This overall increase was
partially offset primarily by a $6.5 million reduction of expense related to reversing a contingent consideration liability recognized
in connection with the Social Point acquisition as we determined that the fair value of this contingent consideration was $0 based
on the lower probability of Social Point achieving certain performance measures in the 24-month period following the acquisition.

General and administrative expenses for the fiscal years ended March 31, 2018 and 2017 include occupancy expense
(primarily rent, utilities and office expenses) of $18.2 million and $15.8 million, respectively, related to our development studios.

Research and development

Research and development expenses increased by $58.5 million for the fiscal year ended March 31, 2018, as compared
to the prior year, due primarily to increased personnel expense due to (i) increased headcount, including our acquisition of Social
Point, and (ii) higher stock-based compensation. These increases were partially offset by lower production expenses for titles that
have not reached technological feasibility.

Depreciation and amortization

Depreciation and amortization expenses increased by $13.3 million for the fiscal year ended March 31, 2018, as compared
to the prior year, due primarily to the recognition of a $11.3 million impairment charge as a result of our decision not to proceed
with further development of a certain in-process research and development ("IPR&D") intangible asset from our acquisition of
Social Point.

Business Reorganization

During the fiscal year ended March 31, 2018, we announced and initiated actions to implement a strategic reorganization
at one of our labels. In connection with this initiative we incurred business reorganization expenses of $14.7 million for the fiscal
year ended March 31, 2018, due primarily to employee separation costs with no corresponding costs in the prior year. Although
we may record additional expense or benefit in future periods to true-up estimates, we do not expect to incur additional reorganization
costs in connection with this reorganization. See Note 20 - Business Reorganization.

Interest and other, net

(thousands of dollars)

Interest expense, net

Foreign currency exchange (loss) gain

Other

Interest and other, net

2018

% of net
revenue

2017

% of net
revenue

(Increase)/
decrease

% Increase/
(decrease)

(1,005)

(3,038)

5,091

1,048

(0.1)% $ (21,700)
(0.2)%
4,990
0.3 %
1,020
0.1 % $ (15,690)

(1.2)% $

0.3 %

0.1 %

20,695
(8,028)
4,071

(95.4)%

(160.9)%

399.1 %

(0.9)% $

16,738

(106.7)%

Interest and other, net was income of $1.0 million for the fiscal year ended March 31, 2018, as compared to an expense
of $15.7 million for the fiscal year ended March 31, 2017. The increase was due primarily to a $20.7 million decrease in interest
expense as a result of the settlement of our 1.75% Convertible Notes in December 2016 and higher gains on early conversions of
our 1.00% Convertible Notes as well as higher interest income due to the nature of our investments and the rise of interest rates,
partially offset by foreign exchange transaction losses for the fiscal year ended March 31, 2018 as compared to foreign exchange
transaction gains in the prior year.

Provision/Benefit from income taxes

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (herein referred to as the "Act”). The Act makes broad and complex changes to the U.S. tax code that could materially affect
us. The Act reduces the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018 and requires companies
to pay a one-time transition tax on the previously untaxed earnings of certain foreign subsidiaries. In addition, the Act makes other
changes that may affect us, beginning April 1, 2018. These changes include but are not limited to (1) a Base Erosion Anti-abuse
Tax (BEAT), which is a new minimum tax, (2) generally eliminating U.S. federal income taxes on dividends from foreign
subsidiaries, (3) a new provision that taxes global intangible low-taxed income (GILTI), (4) the repeal of the domestic production
activity deduction, and (5) other base broadening provisions.

The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can
make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI
in future years or provide for the tax expense related to GILTI in the year the tax is incurred. Given the complexity of the GILTI
provisions, the Company is still evaluating the effects of the GILTI provisions and has not yet determined its accounting policy.
As of March 31, 2018, the Company is still evaluating the GILTI provisions and analysis of future taxable income that is subject
to GILTI and therefore is unable to make a reasonable estimate and has not reflected any adjustments related to GILTI in the
Consolidated Financial Statements.

We recorded an estimated increase to income tax expense of $18.1 million related to the one-time transition tax on the
previously untaxed earnings of certain foreign subsidiaries as a result of the Act. The estimated increase was a result of a transition
tax of $26.6 million, offset by increased benefits from domestic production deductions and tax credits. In addition, as a result of
the decrease in the U.S. federal corporate income tax rate from 35% to 21%, we recorded a decrease to net deferred tax assets of
$47.7 million and a corresponding decrease to the valuation allowance of $39.8 million after taking into account a portion of the
deferred tax liability from indefinite lived intangibles as a source of income against deferred tax assets, resulting in a tax benefit
of $7.9 million. The re-measurement of the deferred tax liability relating to indefinite lived intangibles, due to the rate change,
resulted in a tax benefit of $6.2 million.

We are currently evaluating the potential impact of the Act, and the amounts recorded represent provisional estimates for
certain identified income tax effects for which the accounting is incomplete but a reasonable estimate can be determined, in
accordance with Staff Accounting Bulletin No. 118 (SAB 118). Further analysis is required to review historical practices used to
calculate the untaxed earnings of certain foreign subsidiaries and additional time to evaluate the complexities of the new tax law
along with additional interpretative guidance that may be issued. The impact of the Act may differ from these estimates, possibly
materially, due to changes in interpretations and assumptions we have made, guidance that may be issued, and actions we may
take as a result of the Act. We expect to continue to analyze the Act and its impact and expect to record any adjustments to
provisional estimates no later than the third quarter of fiscal 2019.

Our income tax benefit was $36.9 million for the fiscal year ended March 31, 2018 as compared to income tax expense

of $9.7 million for the fiscal year ended March 31, 2017.

The effective tax rate in the current year was lower compared to the prior year primarily due to $53.2 million from excess
tax benefits related to employee stock compensation reflected as a component of the benefit from income taxes in the current year,
an increased benefit from changes in unrecognized tax benefits of $17.3 million primarily due to expiration of statute of limitations,
and $11.0 million of increased tax benefits due to mix of earnings, partially offset by a reduced benefit from tax credits of $12.7
million and provisional amounts recorded as a result of the Act.

We anticipate that additional excess tax benefits from employee stock compensation, tax credits, changes in valuation
allowance, and changes as a result of the Act may arise in future periods, which could have a significant impact on our effective
tax rate.

As of March 31, 2018, we had gross unrecognized tax benefits, including interest and penalties, of $128.5 million, of
which $22.8 million would affect our effective tax rate if realized. For the fiscal year ended March 31, 2018, gross unrecognized
tax benefits increased by $8.3 million.

We are no longer subject to audit for U.S. federal income tax returns for periods prior to our fiscal year ended March 31,
2016 and state income tax returns for periods prior to the fiscal year ended March 31, 2013. With few exceptions, we are no longer
subject to income tax examinations in non-U.S. jurisdictions for years prior to fiscal year ended March 31, 2012. Certain U.S.
state and foreign taxing authorities are currently examining our income tax returns for the fiscal years ended March 31, 2012
through March 31, 2016.

Net income and earnings per share

For the fiscal year ended March 31, 2018, our net income was $173.5 million, as compared to $67.3 million in the prior
year. Diluted earnings per share for the fiscal year ended March 31, 2018 was $1.54, as compared to $0.72 for the fiscal year ended
March 31, 2017. Basic weighted average shares outstanding of 110.1 million were 19.9 million higher compared to the prior fiscal
year due primarily to the settlement on conversion of our 1.75% Convertible Notes and our 1.00% Convertible Notes with shares
of our common stock using the stated conversion rate and, to a lesser extent the vesting of restricted stock awards. See Note 1 -
Basis of Presentation and Significant Accounting Policies and Note 13 - Earnings Per Share for additional information.

Liquidity and Capital Resources

Our primary cash requirements have been to fund (i) the development, manufacturing and marketing of our published
products, (ii) working capital, (iii) acquisitions and (iv) capital expenditures. We expect to rely on cash and cash equivalents as
well as on short-term investments, funds provided by our operating activities, and our New Credit Agreement to satisfy our working
capital needs.

Short-term Investments

As of March 31, 2019, we had $744.5 million of short-term investments, which are highly-liquid in nature and represent
an investment of cash that is available for current operations. From time to time, we may purchase additional short-term investments
depending on future market conditions and liquidity needs.

New Credit Agreement

On February 8, 2019, we entered into an unsecured Credit Agreement (the “New Credit Agreement”). The New Credit
Agreement replaced our existing Credit Agreement, which was terminated on the same day. The New Credit Agreement runs
through February 8, 2024. The New Credit Agreement provides for an unsecured five-year revolving credit facility with
commitments of $200,000, including sublimits for (i) the issuance of letters of credit in an aggregate face amount of up to $25,000
and (ii) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate principal
amount of up to $25,000. In addition, the New Credit Agreement contains uncommitted incremental capacity permitting the
incurrence of up to an additional $250,000 in term loans or revolving credit facilities. Loans under the New Credit Agreement
will bear interest at a margin of (a) 0.125% to 0.750% above a certain base rate (5.50% at March 31, 2019), or (b) 1.125% to
1.750% above LIBOR (approximately 2.49% at March 31, 2019), which margins are determined by reference to our consolidated
total net leverage ratio.

As of March 31, 2019, there was $198.3 million available to borrow under the New Credit Agreement and we had $1.7

million of letters of credit outstanding. At March 31, 2019, we had no outstanding borrowings under the Credit Agreement.

The New Credit Agreement also includes, among other terms and conditions, maximum leverage ratio, minimum cash
reserves and, in certain circumstances, minimum interest coverage ratio financial covenants, as well as limitations on the Company’s
and each of its subsidiaries’ ability to: create, incur, assume or be liable for indebtedness; dispose of assets outside the ordinary
course; acquire, merge or consolidate with or into another person or entity; create, incur or allow any lien on any of its property;
make investments; or pay dividends or make distributions, in each case subject to certain exceptions. In addition, the New Credit
Agreement provides for certain events of default such as nonpayment of principal and interest when due thereunder, breaches of
representations and warranties, noncompliance with covenants, acts of insolvency and default on indebtedness held by third parties
(subject to certain limitations and cure periods).

1.00% Convertible Notes Due 2018

On June 18, 2013, we issued $250.0 million aggregate principal amount of 1.00% Convertible Notes due 2018. The
Convertible Notes were issued at 98.5% of par value for proceeds of $283.2 million, which included a $37.5 million overallotment
option that was exercised. Interest on the Convertible Notes was payable semi-annually in arrears on July 1st and January 1st of
each year, commencing on January 1, 2014. The Convertible Notes matured on July 1, 2018.

Financial Condition

We are subject to credit risks, particularly if any of our receivables represent a limited number of customers or are
concentrated in foreign markets. If we are unable to collect our accounts receivable as they become due, it could adversely affect
our liquidity and working capital position.

Generally, we have been able to collect our accounts receivable in the ordinary course of business. We do not hold any
collateral to secure payment from customers. We have trade credit insurance on the majority of our customers to mitigate accounts
receivable risk.

A majority of our trade receivables are derived from sales to major retailers and distributors. Our five largest customers
accounted for 70.1%, 70.7%, and 65.5% of net revenue during the fiscal years ended March 31, 2019, 2018, and 2017, respectively.
As of March 31, 2019 and 2018, five customers accounted for 66.6% and 65.4% of our gross accounts receivable, respectively.
Customers that individually accounted for more than 10% of our gross accounts receivable balance comprised 55.8% and 53.2%
of such balances at March 31, 2019 and 2018, respectively. We had two customers who accounted for 40.1% and 15.7% of our
gross accounts receivable as of March 31, 2019 and two customers who accounted for 37.7%, and 15.5% of our gross accounts
receivable as of March 31, 2018. We did not have any additional customers that exceeded 10% of our gross accounts receivable
as of March 31, 2019 and 2018. Based upon performing ongoing credit evaluations, maintaining trade credit insurance on a majority
of our customers and our past collection experience, we believe that the receivable balances from these largest customers do not
represent a significant credit risk, although we actively monitor each customer's credit worthiness and economic conditions that
may affect our customers' business and access to capital. We are monitoring the current global economic conditions, including
credit markets and other factors as it relates to our customers in order to manage the risk of uncollectible accounts receivable.

We believe our current cash, short-term investments and projected cash flow from operations, along with availability
under our New Credit Agreement will provide us with sufficient liquidity to satisfy our cash requirements for working capital,
capital expenditures, and commitments on both a short-term and long-term basis.

As of March 31, 2019, the amount of cash and cash equivalents held outside of the U.S. by our foreign subsidiaries was
$292.7 million. These balances are dispersed across various locations around the world. We believe that such dispersion meets

the business and liquidity needs of our foreign affiliates. In addition, we expect to have the ability to generate sufficient cash
domestically to support ongoing operations for the foreseeable future.

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the "Tax Cuts and Jobs
Act” (herein referred to as the "Act”). The Act made broad and complex changes to the U.S. tax code, which could materially
affect us. The Act included a number of provisions, including international provisions, which generally establish a territorial-style
system for taxing foreign income of domestic multinational corporations. Our current intention is to reinvest indefinitely earnings
of our foreign subsidiaries, and therefore we have not recorded any tax liabilities associated with the repatriation of foreign earnings.

Our Board of Directors has authorized the repurchase of up to 14.2 million shares of our common stock. Under this
program, we may purchase shares from time to time through a variety of methods, including in the open market or through privately
negotiated transactions, in accordance with applicable securities laws. Repurchases are subject to the availability of stock, prevailing
market conditions, the trading price of the stock, our financial performance and other conditions. The program does not require
us to repurchase shares and may be suspended or discontinued at any time for any reason. During the fiscal years ended March 31,
2019, 2018, and 2017, we repurchased 3.7 million, 1.5 million, and 0.0 million shares of our common stock, respectively, in the
open market for $362.4 million, $154.8 million, and $0.0 million, respectively, including commissions as part of the program. As
of March 31, 2019, we had repurchased a total of 10.4 million shares of our common stock under the program, and 3.8 million
shares of our common stock remained available for repurchase under the share repurchase program.

Our changes in cash flows were as follows:

(thousands of dollars)

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Effects of foreign currency exchange rates on cash, cash equivalents,
and restricted cash

Net change in cash, cash equivalents, and restricted cash

Fiscal Year Ended March 31,

2019

2018

2017

843,515
(223,576)
(463,685)

493,527
(271,827)
(281,467)

407,903
(129,030)
(49,772)

(10,639)
145,615

24,924
(34,843) $

(7,798)
221,303

At March 31, 2019, we had 1,392.0 million of Cash, cash equivalents, and Restricted cash, compared to 1,246.4 million
at March 31, 2018. The increase in Cash, cash equivalents, and Restricted cash from March 31, 2018 was due primarily to Net
cash provided by operating activities from sales, primarily of Red Dead Redemption 2, partially offset by investments in software
development and licenses as well as royalty payments. These net increases were offset by Net cash used in financing activities,
which was primarily related to repurchases of common stock under our share repurchase program and tax payments related to net
share settlements of our restricted stock, and to a lesser extent Net cash used in investing activities, which was primarily related
to bank time deposits and purchases of fixed assets.

Contractual Obligations and Commitments

We have entered into various agreements in the ordinary course of business that require substantial cash commitments

over the next several years. Generally, these include:

Software Development and Licensing: We make payments to third-party software developers that include contractual
•
payments to developers under several software development agreements that expire at various times through March 2025.
Our aggregate outstanding software development commitments assume satisfactory performance by third-party software
developers. We also have licensing commitments that primarily consist of obligations to holders of intellectual property rights
for use of their trademarks, copyrights, technology or other intellectual property rights in the development of our products.

• Marketing: We have certain minimum marketing support commitments where we commit to spend specified amounts
related to marketing our products. Marketing commitments expire at various times through September 2024.

• Operating Leases: Our offices are occupied under non-cancelable operating leases expiring at various times through
December 2032. We also lease certain furniture, equipment and automobiles under non-cancelable leases expiring through
June 2023. Some of the leases have fixed rent increases and also include inducements to enter into the lease. The effect of
such amounts are deferred and recognized on a straight-line basis over the related lease term.

• Purchase obligations: These obligations are primarily related to agreements to purchase services that are enforceable and
legally binding on us that specifies all significant terms, including fixed, minimum or variable pricing provisions; and the
approximate timing of the transactions, expiring at various times through March 2024.

A summary of annual minimum contractual obligations and commitments as of March 31, 2019 is as follows (in thousands

of dollars):

Fiscal Year Ending March 31,

Software
Development
and Licensing

Marketing

Operating
Leases

Purchase
Obligations

Total

2020

2021

2022

2023

2024

Thereafter

Total

183,309

52,953

28,365

23,707

120,008

114,734

56,884

51,792

55,792

28,830

28,661

78,100

24,600

49,200

27,882

26,272

23,787

16,474

82,570

9,559

5,063

623

484

—

288,334

186,279

174,730

159,394

93,350

187,562

582,519

262,344

205,350

39,436

1,089,649

Income Taxes: At March 31, 2019, we had recorded a liability for gross unrecognized tax benefits, including interest and
penalties, of $23.9 million, for which we are unable to make a reasonable and reliable estimate of the period in which these
liabilities will be settled with the respective tax authorities; therefore, these liabilities have not been included in the contractual
obligations table.

Legal and Other Proceedings: We are, or may become, subject to demands and claims (including intellectual property
claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our
business or financial statements. We have appropriately accrued amounts related to certain of these claims and legal and other
proceedings. While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in our financial statements,
we believe that such losses, unless otherwise disclosed, would not be material.

On February 7, 2019, all of the previously disclosed lawsuits, claims, and counterclaims that had been pending since

April 2016 with Mr. Leslie Benzies, the former president of one of our subsidiaries, were resolved.

Off-Balance Sheet Arrangements

As of March 31, 2019 and 2018, we did not have any material relationships with unconsolidated entities or financial
parties, such as entities often referred to as structured finance or variable interest entities, which would have been established for
the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not
exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

International Operations

Net revenue earned outside of the United States is principally generated by our operations in Europe, Asia, Australia,
Canada and Latin America. For the fiscal years ended March 31, 2019, 2018 and 2017, 46.5%, 41.3% and 43.9%, respectively,
of our net revenue was earned outside the United States. We are subject to risks inherent in foreign trade, including increased
credit risks, tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays and international political, regulatory
and economic developments, all of which can have a significant effect on our operating results.

Fluctuations in Quarterly Operating Results and Seasonality

We have experienced fluctuations in quarterly and annual operating results as a result of the timing of the introduction
of new titles; variations in sales of titles developed for particular platforms; market acceptance of our titles; development and
promotional expenses relating to the introduction of new titles; sequels or enhancements of existing titles; projected and actual
changes in platforms; the timing and success of title introductions by our competitors; product returns; changes in pricing policies
by us and our competitors; the accuracy of retailers' forecasts of consumer demand; the size and timing of acquisitions; the timing
of orders from major customers; and order cancellations and delays in product shipment. Sales of our products are also seasonal,
with peak shipments typically occurring in the fourth calendar quarter as a result of increased demand for products during the
holiday season. For certain of our software products with multiple element revenue arrangements, we defer the recognition of our
net revenue over an estimated service period which generally ranges from 9 to 15 months. As a result, the quarter in which we
generate the highest net sales volume may be different from the quarter in which we recognize the highest amount of net revenue.
Quarterly comparisons of operating results are not necessarily indicative of future operating results.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from fluctuations in market rates and prices. Our market risk exposures primarily

include fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

Our exposure to fluctuations in interest rates relates primarily to our short-term investment portfolio and variable rate

debt under the New Credit Agreement.

We seek to manage our interest rate risk by maintaining a short-term investment portfolio that includes corporate bonds
with high credit quality and maturities less than two years. Since short-term investments mature relatively quickly and can be
reinvested at the then-current market rates, interest income on a portfolio consisting of short-term securities is more subject to
market fluctuations than a portfolio of longer-term maturities. However, the fair value of a short-term portfolio is less sensitive
to market fluctuations than a portfolio of longer-term securities. We do not currently use derivative financial instruments in our
short-term investment portfolio. Our investments are held for purposes other than trading.

As of March 31, 2019, we had $744.5 million of short-term investments, which included $356.8 million 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 income (loss), net of tax, in
stockholders' equity. We also had $826.5 million 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, 2019.

Historically, fluctuations in interest rates have not had a significant effect on our operating results. Under our New Credit
Agreement, loans will bear interest at a rate of (a) 0.250% to 0.750% above a certain base rate (5.50% at March 31, 2019) or
(b) 1.125% to 1.750% above LIBOR (approximately 2.49% at March 31, 2019), which rates are determined by reference to our
consolidated total net leverage ratio. Changes in market rates may affect our future interest expense if there is an outstanding
balance on our line of credit. At March 31, 2019, there were no outstanding borrowings under our New Credit Agreement.

Foreign Currency Exchange Rate Risk

We transact business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange
rates. Accounts relating to foreign operations are translated into United States dollars using prevailing exchange rates at the relevant
period end. Translation adjustments are included as a separate component of stockholders' equity on our Consolidated Balance
Sheets. For the fiscal years ended March 31, 2019 and 2018, our foreign currency translation adjustment was a loss of $28.8 million
and a gain of $43.4 million, respectively. We recognized a foreign currency exchange transaction loss of $0.5 million, a loss of
$3.0 million, and a gain of $5.0 million for the fiscal years ended March 31, 2019, 2018, and 2017, respectively, in Interest and
other, net in our Consolidated Statements of Operations.

Balance Sheet Hedging Activities

We use foreign currency forward contracts to mitigate foreign currency exchange rate risk associated with non-functional
currency denominated cash balances and inter-company funding loans, non-functional currency denominated accounts receivable
and non-functional currency denominated accounts payable. 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. We do not enter into derivative financial contracts for speculative or trading purposes. At
March 31, 2019, we had $116.6 million of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars
and $87.8 million of forward contracts outstanding to sell foreign currencies in exchange for U.S. dollars all of which have
maturities of less than one year. At March 31, 2018, we had $4.4 million of forward contracts outstanding to buy foreign currencies
in exchange for U.S. dollars and $67.6 million of forward contracts outstanding to sell foreign currencies in exchange for U.S.
dollars all of which have maturities of less than one year. For the fiscal years ended March 31, 2019, 2018 and 2017, we recorded
a gain of $16.8 million, a loss of $19.5 million, and a gain of $7.2 million, respectively, related to foreign currency forward contracts
in Interest and other, net on the Consolidated Statements of Operations. As of March 31, 2019 and 2018, the fair value of these
outstanding forward contracts were losses of $0.4 million and $0.0 million, respectively, and is included in accrued and other
current liabilities. The fair value of these outstanding forward contracts is estimated based on the prevailing exchange rates of the
various hedged currencies as of the end of the period.

Our hedging programs are designed to reduce, but do not entirely eliminate, the effect of currency exchange rate
movements. We believe the counterparties to these foreign currency forward contracts are credit-worthy multinational commercial
banks and that the risk of counterparty nonperformance is not material. Notwithstanding our efforts to mitigate some foreign

currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks
associated with foreign currency fluctuations. For the fiscal year ended March 31, 2019, 46.5% 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 4.7%, while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would
increase revenue by 4.7%. In the opinion of management, a substantial portion of this fluctuation would be offset by cost of goods
sold and operating expenses incurred in local currency.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data appear in a separate section of this report following Part IV. We provide
details of our valuation and qualifying accounts in Note 21 - Supplementary Financial Information to the Consolidated Financial
Statements. All schedules have been omitted since the information required to be submitted has been included on the Consolidated
Financial Statements or notes thereto or has been omitted as not applicable or not required.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) are designed to reasonably ensure that information required to be disclosed in our
reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations
include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource
constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are
reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible
future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance,
of achieving their objectives.

Evaluation of Disclosure Controls and Procedures

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, 2019, the end of the period covered by this report. Based
on this evaluation, the principal executive officer and principal financial officer concluded that, at March 31, 2019, 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.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission 2013 framework ("COSO"). Based on this evaluation, management
has concluded that our internal control over financial reporting was effective as of March 31, 2019.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control

over financial reporting. The report on the audit of internal control over financial reporting is included in this Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2019,
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.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

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 2019. We intend to file the Proxy Statement
within 120 days after the end of the fiscal year (i.e. on or before July 29, 2019). Our Code of Business Conduct and Ethics applicable
to our directors and all employees, including senior financial officers, is available on our website at www.take2games.com. If we
make any amendment to our Code of Business Conduct and Ethics that is required to be disclosed pursuant to the Exchange Act,
we will make such disclosures on our website.

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the section entitled "Executive Compensation"

in our Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the sections entitled "Voting Security
Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to the section entitled "Certain Relationships

and Related Transactions" in our Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to the section entitled "Independent Auditor

Fee Information" in our Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

(i) Financial Statements. See Index to Financial Statements on page 53 of this Report.

(ii) Financial Statement Schedule. See Note 21 to the Consolidated Financial Statements.

(iii) Index to Exhibits:

Incorporated by Reference

Form
8-K

Filing Date
2/3/2017

Exhibit
2.1

Filed
Herewith

Exhibit Number
2.1

Exhibit Description

Share Sale and Purchase Agreement, dated January 31,
2017, by and among Take-Two Interactive Software, Inc.,
Take-Two Invest Espana, S.L., Andres Bou Ortiz, Horacio
Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo,
S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya
Holding, S.A., La Banque Postale Innovation 11 FCPI,
Capital Croissance 4, Objectif Innovation Patrimoine 4
FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI,
Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI,
Idinvest Crossance FCPI, SG Innovation 2011 FCPI,
Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI,
Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI,
Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine
2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest
Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in
Social Point, LTD, and HCPESP, S.a.r.l. †

3.1

3.1.1

3.1.2

3.1.3

3.1.4

3.2

3.3

3.4

10.1

10.2

Restated Certificate of Incorporation

Certificate of Amendment of Restated Certificate of
Incorporation, dated April 30, 1998

10-K

2/12/2004

3.1

3.1.2

Certificate of Amendment of Restated Certificate of
Incorporation, dated November 17, 2003

10-K

2/12/2004

3.1.3

Certificate of Amendment of Restated Certificate of
Incorporation, dated April 23, 2009

8-K

4/23/2009

3.1

Certificate of Amendment of Restated Certificate of
Incorporation, dated September 21, 2012

8-K

9/24/2012

3.1

Certificate of Designation of Series A Preferred Stock, dated
March 11, 1998

10-K

2/12/2004

3.1.1

Certificate of Designation of Series B Preferred Stock,
dated March 26, 2008

Amended and Restated Bylaws of Take-Two Interactive
Software, Inc., effective as of September 15, 2017

8-A12B

3/26/2008

8-K

9/18/2017

4.2

3.1

Take-Two Interactive Software, Inc. Change in Control
Employee Severance Plan+
Amended and Restated Take-Two Interactive Software, Inc.
2009 Stock Incentive Plan, effective as of July 21, 2016+

8-K

3/7/2008

10.1

14A

7/28/2016

Annex A

Exhibit Number
10.3

Form of Employee Restricted Stock Agreement+

Exhibit Description

Form
10-Q

Filing Date
6/5/2009

Exhibit
10.2

Filed
Herewith

Incorporated by Reference

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

10.21

Form of Non-Employee Director Restricted Stock
Agreement+
Form of Employee Restricted Unit Agreement+

Form of Employee Restricted Unit Agreement+

Form of Employee Global Restricted Unit Agreement+

10-Q

6/5/2009

10-Q

8/1/2012

10-Q

10/30/2013

Form of Employee Restricted Unit Agreement +

10-Q

10/30/2013

Form of Employee Global Restricted Unit Agreement+

10-Q

10/30/2013

10.3

10.1

10.2

10.3

10.4

Form of Employee Global Restricted Unit Agreement
Pursuant to the Take-Two Interactive Software, Inc. 2009
Stock Incentive Plan+

10-Q

10/30/2013

10.5

Take-Two Interactive Software, Inc. 2017 Stock Incentive
Plan, effective as of September 15, 2017+

14A

7/27/2017

Annex B

Take-Two Interactive Software, Inc. 2017 Stock Incentive
Plan Qualified RSU Sub-Plan for France, effective as of
September 15, 2017+

14A

7/27/2017

Annex C

Take-Two Interactive Software, Inc. 2017 Second Amended
and Restated Global Employee Stock Purchase Plan,
effective as of March 28, 2019+

Form of Global Restricted Stock Unit Agreement Pursuant
to the Take-Two Interactive Software, Inc. 2017 Stock
Incentive Plan+

10-Q

11/8/2017

10.4

Form of Global Restricted Stock Performance Unit
Agreement Pursuant to the Take-Two Interactive Software,
Inc. 2017 Stock Incentive Plan+

10-Q

11/8/2017

10.5

Form of Non-Employee Director Restricted Stock
Agreement Pursuant to the Take-Two Interactive Software
Inc. 2017 Stock Incentive Plan+

10-Q

11/8/2017

10.6

Form of Non-Employee Director Stock Grant Agreement
Pursuant to the Take-Two Interactive Software Inc. 2017
Stock Incentive Plan+

10-Q

11/8/2017

10.7

Employment Agreement, dated May 12, 2010, between the
Company and Lainie Goldstein+

8-K

5/14/2010

10.1

First Amendment to Employment Agreement, dated
October 25, 2010, between the Company and Lainie
Goldstein+
Second Amendment to Employment Agreement, dated
August 27, 2012, between the Company and Lainie
Goldstein+
Third Amendment to Employment Agreement dated May 7,
2018, between the Company and Lainie Goldstein+

8-K

10/25/2010

10.1

10-Q

10/31/2012

10.6

10-Q

8/3/2018

10.2

Exhibit Number
10.22

Exhibit Description
Employment Agreement, dated February 14, 2008, by and
between the Company and Karl Slatoff+

Form
8-K

Filing Date
2/15/2008

Exhibit
10.3

Filed
Herewith

Incorporated by Reference

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33

10.34

Employment Agreement dated January 28, 2015 between
the Company and Daniel Emerson+

10-Q

2/6/2015

10.1

Management Agreement, dated as of March 10, 2014, by
and between the Company and ZelnickMedia Corporation+

8-K

3/10/2014

10.1

Restricted Unit Agreement, dated as of May 20, 2015, by
and between the Company and ZelnickMedia Corporation+

S-3
ASR

5/20/2015

10.2

Amended and Restated Restricted Unit Agreement Pursuant
to the Take-Two Interactive Software, Inc. 2009 Incentive
Stock Plan, dated as of June 30, 2015+

10-Q

8/10/2015

10.1

Amendment to the Restricted Stock Unit Agreement, dated
as of March 31, 2016, by and between Take-Two Interactive
Software, Inc. and ZelnickMedia Corporation+

10-K

5/19/2016

10.50

Restricted Unit Agreement, dated as of May 20, 2016, by
and between Take-Two Interactive Software, Inc. and
ZelnickMedia Corporation+

S-3
ASR

5/20/2016

10.2

Amendment to Amended and Restated Restricted Unit
Agreement Pursuant to the Take Two Interactive Software,
Inc. 2009 Incentive Stock Plan, dated as of February 7,
2017+

10-Q

2/8/2017

10.3

Restricted Unit Agreement, dated as of May 25, 2017, by
and between Take-Two Interactive Software, Inc. and
ZelnickMedia Corporation+

S-3
ASR

5/25/2017

10.2

Amendment to Amended and Restated Restricted Unit
Agreement Pursuant to the Take-Two Interactive Software,
Inc. 2009 Incentive Stock Plan, dated as of December 15,
2017+

10-Q

2/8/2018

10.4

Management Agreement, dated as of November 17, 2017,
by and between the Company and ZelnickMedia
Corporation+
Restricted Unit Agreement, dated as of April 13, 2018, by
and between Take-Two Interactive Software, Inc. and
ZelnickMedia Corporation+

Restricted Unit Agreement, dated as of April 15, 2019, by
and between Take-Two Interactive Software, Inc. and
ZelnickMedia Corporation +

8-K

11/22/2017

10.1

S-3
ASR

4/13/2018

10.2

4/15/2019

10.2

Exhibit Number
10.35

Exhibit Description

Form

Filing Date

Exhibit

Incorporated by Reference

Credit Agreement, dated as of February 8, 2019, by and
among Take-Two Interactive Software, Inc., the lender
parties thereto, Wells Fargo Bank, National Association, as
administrative agent for the Lenders, Wells Fargo
Securities, LLC and JP Morgan Chase Bank, N.A., as joint
lead arrangers and joint bookrunners, and JPMorgan Chase
Bank, N.A. as syndication agent

Filed
Herewith
X

10.36

10.37

10.38

10.39

10.40

10.41

10.42

Xbox 360 Publisher License Agreement dated
November 17, 2005, between Microsoft Licensing, GP and
the Company*

Amendment to Xbox 360 Publisher License Agreement,
dated December 4, 2008, between Microsoft Licensing, GP
and the Company*

Amendment to the Xbox 360 Publisher License Agreement,
dated November 22, 2011, between the Company and
Microsoft Licensing, GP*

10-Q

11/8/2011

10.3

10-Q

6/5/2009

10.1

10-Q

2/3/2012

10.1

Amendment to the Xbox 360 Publisher License Agreement,
dated December 11, 2012, between the Company and
Microsoft Licensing, GP*

10-Q

2/6/2013

10.2

Amendment to the Xbox 360 Publisher License Agreement,
dated November 13, 2013, between the Company and
Microsoft Licensing, GP*

10-Q

2/4/2014

10.2

Amendment to the Xbox 360 Publisher License Agreement,
dated September 30, 2014, between Microsoft Corporation
and the Company*

10-Q

10/30/2014

10.1

Amendment to the Xbox 360 Publisher License Agreement,
signed on December 21, 2017, between Microsoft
Corporation and the Company*

10-Q

2/8/2018

10.2

10.43

Xbox One Publisher License Agreement dated October 31,
2013, between Microsoft Licensing, GP and the Company*

10-Q

2/4/2014

10.1

10.44

10.45

10.46

10.47

10.48

Amendment to the Xbox One Publisher License Agreement,
dated May 7, 2014, between Microsoft Licensing, GP and
the Company*

10-Q

8/6/2014

10.1

Amendment to the Xbox One Publisher License Agreement,
dated January 30, 2015, between Microsoft Corporation and
the Company*

10-K

5/19/2016

10.48

Amendment No. 3 to the Xbox One Publisher License
Agreement, dated August 13, 2015, between Microsoft
Corporation and the Company*

10-K

5/19/2016

10.49

Amendment No. 4 to the Xbox One Publisher License
Agreement, dated December 15, 2016, between Microsoft
Corporation and the Company*

10-Q/A

5/23/2017

10.2

Amendment No. 5 to the Xbox One Publisher License
Agreement, signed on January 10, 2018, between Microsoft
Corporation and the Company*

10-K

5/17/2018

10.55

Exhibit Number
10.49

Exhibit Description

PlayStation Global Developer and Publisher Agreement,
dated as of March 23, 2017, between the Company and
certain of its affiliates and Sony Interactive Entertainment,
Inc., Sony Interactive Entertainment America LLC, and
Sony Interactive Entertainment Europe Ltd.**

Incorporated by Reference

Form
10-K

Filing Date
5/24/2017

Exhibit
10.48

Filed
Herewith

10.50

10.51

10.52

10.53

10.54

10.55

10.56

10.57

Lease Agreement between the Company and Moklam
Enterprises, Inc. dated July 1, 2002

Sixth Lease Modification Agreement, dated January 18,
2012, between the Company and Moklam Enterprises, Inc.

10-Q

9/16/2002

10.2

10-K

5/23/2012

10.45

Seventh Lease Modification Agreement, dated April 8,
2014, between the Company and Moklam Enterprises, Inc.

10-K

5/14/2014

10.39

Eighth Lease Modification Agreement, dated as of
January 6, 2015, by and between Take-Two Interactive
Software, Inc. and Moklam Enterprises, Inc.

10-K

5/19/2016

10.47

Ninth Lease Modification Agreement, dated as of December
15, 2015, by and between Take-Two Interactive
Software, Inc. and Moklam Enterprises, Inc.

10-Q

2/4/2016

10.1

Lease Agreement, dated as of December 12, 2016, by and
between Take-Two Interactive Software, Inc. and DOLP
1133 Properties II LLC for a premises with entrances at
1133 Avenue of the Americas and 110 West 44th Street,
New York, New York 10036

10-Q

2/8/2017

10.1

First Amendment to Lease, dated as of July 25, 2018 by and
between Take-Two Interactive Software, Inc. and DOLP
1133 Properties II LLC

10-Q

11/8/2018

10.1

8-K

2/3/2017

10.1

Registration Rights Agreement, dated January 31, 2017, by
and among Take-Two Interactive Software, Inc, Andres Bou
Ortiz, Horacio Martos Borja, Marc Canaleta Caupena,
Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A.,
Bilbao Vizcaya Holding, S.A., La Banque Postale
Innovation 11 FCPI, Capital Croissance 4, Objectif
Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI,
Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI,
Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG
Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI,
Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI,
Capital Croissance 5 FCPI, Objectif Innovation Patrimoine
5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation
Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock
Israel Investment Vehicle in Social Point, LTD, and
HCPESP, S.a.r.l.

Exhibit Number
21.1

23.1

31.1

31.2

32.1

32.2

Exhibit Description

Form

Filing Date

Exhibit

Importance by Reference

Subsidiaries of the Company

Consent of Ernst & Young LLP

Chief Executive Officer Certification Pursuant to
Rules 13a-15(e) and 15d-15(e) under the Securities and
Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

Chief Financial Officer Certification Pursuant to
Rules 13a-15(e) and 15d-15(e) under the Securities and
Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

Chief Executive Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

Chief Financial Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Document.

Filed
Herewith
X

_______________________________________________________________________________

†

Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the
SEC upon its request.

Represents a management contract or compensatory plan or arrangement.

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

Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in
accordance with Exchange Act Rule 24b-2.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Balance Sheets at March 31, 2019 and 2018, (ii) Consolidated Statements of Operations for the fiscal years ended
March 31, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended March 31,
2019, 2018 and 2017, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2019, 2018 and 2017,
(v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2019, 2018 and 2017; and (vi) Notes to
the Consolidated Financial Statements.

Item 16. Form 10-K Summary

Not applicable.

TAKE-TWO INTERACTIVE SOFTWARE, INC.
FISCAL YEAR ENDED MARCH 31, 2019

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets—At March 31, 2019 and 2018

Consolidated Statements of Operations—For the fiscal years ended March 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income—For the fiscal years ended March 31, 2019, 2018 and 2017

Consolidated Statements of Cash Flows—For the fiscal years ended March 31, 2019, 2018 and 2017

Consolidated Statements of Stockholders' Equity—For the fiscal years ended March 31, 2019, 2018 and 2017

Notes to the Consolidated Financial Statements

(All other items in this report are inapplicable)

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Take-Two Interactive Software, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March
31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, cash flows and stockholders’ equity
for each of the three years in the period ended March 31, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 2019, 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, 2019, 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 13, 2019 expressed an unqualified opinion thereon.

Adoption of ASU No. 2014-09

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue
recognition effective April 1, 2018 due to the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from
Contracts with Customers (Topic 606), and the related amendments.

Adoption of ASU No. 2016-09

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for stock-based
compensation effective April 1, 2017 due to the adoption of ASU No. 2016-09, Improvements to Employee Share-Based Payment
Accounting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

New York, New York
May 13, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Take-Two Interactive Software, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Take-Two Interactive Software, Inc.'s (the Company) internal control over financial reporting as of March 31,
2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of March 31, 2019, 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, 2019 and 2018, the related consolidated statements
of operations, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended March
31, 2019, and the related notes and our report dated May 13, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York
May 13, 2019

TAKE-TWO INTERACTIVE SOFTWARE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

Current assets:

ASSETS

Cash and cash equivalents
Short-term investments
Restricted cash
Accounts receivable, net of allowances of $995 and $54,290 at March 31, 2019 and 2018,
respectively
Inventory
Software development costs and licenses
Deferred cost of goods sold
Prepaid expenses and other
Total current assets

Fixed assets, net
Software development costs and licenses, net of current portion
Deferred cost of goods sold, net of current portion
Goodwill
Other intangibles, net
Deferred tax assets
Other assets

Total assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Deferred revenue

Total current liabilities

Long-term debt
Non-current deferred revenue
Other long-term liabilities

Total liabilities

Commitments and contingencies
Stockholders' equity:

Preferred stock, $.01 par value, 5,000 shares authorized: no shares issued and outstanding
at March 31, 2019 and 2018

Common stock, $.01 par value, 200,000 shares authorized; 134,602 and 132,743 shares
issued and 112,181 and 114,038 outstanding at March 31, 2019 and 2018, respectively
Additional paid-in capital
Treasury stock, at cost; 22,421 and 18,705 common shares at March 31, 2019 and 2018,
respectively
Retained earnings
Accumulated other comprehensive loss

Total stockholders' equity
Total liabilities and stockholders' equity

See accompanying Notes.

March 31,

2019

2018

826,525
744,485
565,461

808,973
615,406
437,398

395,729
28,200
28,880
51,867
186,688
2,827,835
127,882
603,436
1,028
381,717
73,115
134,732
93,320
4,243,065

72,797
1,035,695
843,302
1,951,794
—
21,058
229,633
2,202,485

247,649
15,162
33,284
117,851
133,454
2,409,177
102,478
639,369
26,719
399,530
103,681
4,930
51,957
3,737,841

35,029
914,748
777,152
1,726,929
8,068
355,589
158,285
2,248,871

—

1,346
2,019,369

(820,572)
877,626
(37,189)
2,040,580
4,243,065

1,327
1,888,039

(458,180)
73,516
(15,732)
1,488,970
3,737,841

TAKE-TWO INTERACTIVE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

Net revenue
Cost of goods sold
Gross profit

See accompanying Notes.

Fiscal Year Ended March 31,

2019
2,668,394
1,523,644
1,144,750
391,400
281,234
230,170
40,232
(4,958)
938,078
206,672
26,113
—
232,785
(101,052)
333,837

2.95
2.90

$
$

2018
1,792,892
898,311
894,581
256,092
247,828
196,373
43,969
14,742
759,004
135,577
1,048
—
136,625
(36,908)
173,533

1.57
1.54

$
$

2017
1,779,748
1,022,959
756,789
285,453
211,409
137,915
30,707
—
665,484
91,305
(15,690)
1,350
76,965
9,662
67,303

0.73
0.72

$
$

TAKE-TWO INTERACTIVE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Net income
Other comprehensive income (loss):

Foreign currency translation adjustment
Cash flow hedges:

Change in unrealized gains
Reclassification to earnings
Tax effect on effective cash flow hedges

Change in fair value of cash flow hedges
Available-for-sale securities:

Net unrealized gain (loss), net of taxes
Reclassification to earnings for realized net loss, net of taxes

Change in fair value of available-for-sale securities

Other comprehensive income (loss)
Comprehensive income

See accompanying Notes.

March 31,

2019
333,837

2018
173,533

2017

67,303

(28,803)

43,379

(9,086)

763
3,726
417
4,906

2,440
—
2,440
(21,457)
312,380

(8,153)
—
(2,038)
(10,191)

(1,778)
—
(1,778)
31,410
204,943

—
—
—
—

(169)
9
(160)
(9,246)
58,057

TAKE-TWO INTERACTIVE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Fiscal Year Ended March 31,

2019

2018
(as Adjusted) (1)

2017
(as Adjusted) (1)

333,837

173,533

67,303

Operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization and impairment of software development costs and licenses

Stock-based compensation

Amortization of intellectual property

Depreciation

Amortization of discount on Convertible Notes

Impairment of in-process research and development

Amortization of debt issuance costs

Deferred income taxes

Gain on long-term investments, net

Gain on redemption of Convertible Notes

Other, net

Changes in assets and liabilities:

Accounts receivable

Inventory

Software development costs and licenses

Prepaid expenses, other current and other non-current assets

Deferred revenue

Deferred cost of goods sold

Accounts payable, accrued expenses and other liabilities

Net cash provided by operating activities

Investing activities:

Change in bank time deposits

Proceeds from available-for-sale securities

Purchases of available-for-sale securities

Purchases of fixed assets

Proceeds from sale of long-term investment

Purchase of long-term investments

Business acquisitions, net of cash acquired

Asset acquisition

Net cash used in investing activities

Financing activities:

Tax payment related to net share settlements on restricted stock awards

Repurchase of common stock

Excess tax benefit from stock-based compensation

Other

Net cash used in financing activities

Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash

Net change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of year

Cash, cash equivalents, and restricted cash, end of year

Supplemental data:

Interest paid

Income taxes paid (refunded)

201,221

247,700

23,879

39,726

—

809

110,603

—

(225)

(98,075)

(14,403)

(206,831)

(275,800)

304,713

(24,882)

201,152

843,515

(171,057)

325,133

(282,534)

(66,969)

—

(28,149)

—

(223,576)

(101,293)
(362,392)

—

(463,685)

(10,639)

145,615

1,246,371

1,391,986

5,265

19,280

77,887

116,349

34,830

32,202

15,662

11,257

578

(32,523)

—

(4,900)

6,375

(26,998)

3,917

(225,269)

(74,544)

198,397

(11,959)

198,733

493,527

(40,918)

241,012

(369,998)

(61,557)

—

(5,000)

(9,401)

(25,965)

(271,827)

(112,884)

(154,792)

—

(13,791)

(281,467)

24,924

(34,843)

1,281,214

1,246,371

4,121

8,790

221,911

81,879

6,738

30,707

21,222

—

1,227

3,020

(1,350)

—

(3,410)

(41,956)

(4,942)

(252,951)

(22,155)

126,285

(14,969)

189,344

407,903

89,076

155,936

(221,671)

(21,167)

1,350

(1,885)

(130,669)

—

(129,030)

(51,762)

—

1,990

—

(49,772)

(7,798)

221,303

1,059,911

1,281,214

7,628

6,648

(1) Prior period amounts have been adjusted retrospectively to reflect the adoption of ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.
Refer to Note 1 for further discussion.

See accompanying Notes.

TAKE-TWO INTERACTIVE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

Common Stock

Amount

Additional
Paid-in
Capital

Treasury Stock

Amount

Retained
Earnings/
(Accumulated
Deficit)

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders'
Equity

Balance, March 31, 2016

103,765

1,038

$ 1,088,628

(17,192) $ (303,388) $

(166,997) $

(37,896) $

581,385

Net income

Change in cumulative foreign currency
translation adjustment

Net unrealized gain on available-for-sale
securities, net of taxes

Stock-based compensation

Tax benefit associated with stock awards

Issuance of restricted stock, net of
forfeitures and cancellations

Settlement of 1.75% Convertible Notes Due
2016

Conversion of 1.00% Convertible Notes
Due 2018

Issuance of shares related to Social Point
acquisition

Net share settlement of restricted stock
awards

—

1,738

—

88,378

1,990

(17)

13,094

131

249,866

899

1,480

18,332

57,327

(1,163)

(12)

(51,750)

—

Balance, March 31, 2017

119,813

1,198

1,452,754

(17,192)

(303,388)

Net income

Change in cumulative foreign currency
translation adjustment

Net unrealized gain on available-for-sale
securities, net of taxes

Change in unrealized gains on cash flow
hedge, net

Stock-based compensation

Repurchased common stock

Issuance of restricted stock, net of
forfeitures and cancellations

Conversion of 1.00% Convertible Notes
Due 2018

Net share settlement of restricted stock
awards

Adoption of ASU 2016-09

Balance, March 31, 2018

Net income

Change in cumulative foreign currency
translation adjustment

Net unrealized gain on available-for-sale
securities, net of taxes

Change in unrealized gains on cash flow
hedge, net

Stock-based compensation

Issuance of restricted stock, net of
forfeitures and cancellations

Repurchased common stock

Conversion of 1.00% Convertible Notes
Due 2018

Net share settlement of restricted stock
awards

Impact from adoption of New Revenue
Accounting Standard (Note 2)

—

2,151

—

293,214

—

(1,513)

(154,792)

(21)

12,082

121

254,963

(1,303)

—

(13)

—

(112,871)

—

132,743

1,327

1,888,039

(18,705)

(458,180)

—

219,460

2,345

(23)

377

8,108

(920)

(9)

(101,284)

(3,716)

(362,392)

67,303

—

67,303

—

(9,086)

(160)

—

(160)

88,378

1,990

—

249,997

18,341

57,342

(51,762)

(99,694)

173,533

(47,142)

1,003,728

—

173,533

—

(323)

73,516

333,837

43,379

(1,778)

(10,191)

—

(10,191)

293,214

(154,792)

—

255,084

(112,884)

(323)

(15,732)

1,488,970

—

333,837

(33,456)

2,440

4,906

470,273

4,653

2,440

4,906

219,460

—

(362,392)

8,112

(101,293)

474,926

5,070

Employee share purchase plan settlement

5,069

Balance, March 31, 2019

134,602

1,346

$ 2,019,369

(22,421) $ (820,572) $

877,626

(37,189) $

2,040,580

See accompanying Notes.

TAKE-TWO INTERACTIVE SOFTWARE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Take-Two Interactive Software, Inc. (the "Company," "we," "us," or similar pronouns) was incorporated in the state of
Delaware in 1993. We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the
globe. We develop and publish products principally through our two wholly-owned labels Rockstar Games and 2K, as well as our
Private Division label and Social Point, a leading developer of mobile games. Our products are designed for console systems and
personal computers, including smart phones and tablets, and are delivered through physical retail, digital download, online platforms
and cloud streaming services.

Principles of Consolidation

The Consolidated Financial Statements include the financial statements of the Company and its wholly-owned

subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Reclassifications

Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current

year presentation for comparative purposes.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP")
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses
during the reporting periods. Our most significant estimates and assumptions relate to revenue recognition (see Note 2 - Revenue
from Contracts with Customers), the recoverability and amortization of software development costs and prepaid royalties, licenses,
and intangible assets, the realization of deferred income taxes, the valuation of stock-based compensation, and assumptions used
in our goodwill impairment tests. These estimates generally involve complex issues and require us to make judgments, involve
analysis of historical and the prediction of future trends, and are subject to change from period to period. Actual amounts could
differ significantly from these estimates. We consider transactions or events that occur after the balance sheet date, but before the
financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require
additional disclosures.

Segments

We have one operating and reportable segment. Our operations involve similar products and customers worldwide.
Revenue earned is primarily derived from the sale of software titles, which are internally developed and developed by third parties.
Our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), manages our operations on a consolidated
basis--supplemented by sales information by product category, major product title, and platform--for the purpose of evaluating
performance and allocating resources. Financial information about our one segment and geographic areas is included in Note 2 -
Revenue from Contracts with Customers and Note 9 - Fixed Assets, Net.

Concentration of Credit Risk and Accounts Receivable

We maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any

single institution, balances often exceed insurable amounts.

If the financial condition and operations of our customers deteriorate, our risk of collection could increase substantially.
A majority of our trade receivables are derived from sales to major retailers and distributors. Our five largest customers accounted
for 70.1% 70.7% and 65.5% of net revenue during the fiscal years ended March 31, 2019, 2018 and 2017, respectively. One
customer accounted for 31.3%, 30.2% and 26.3% of net revenue during the fiscal years ended March 31, 2019, 2018, and 2017,
respectively. A second customer accounted for 18.1%, 17.6%, and 14.2% of net revenue during the fiscal years ended March 31,
2019, 2018, and 2017 respectively. A third customer accounted for 10.5% of net revenue during the fiscal year ended March 31,
2019. As of March 31, 2019 and 2018, five customers accounted for 66.6% and 65.4% of our gross accounts receivable, respectively.
Customers that individually accounted for more than 10% of our gross accounts receivable balance comprised 55.8% and 53.2%
of such balances at March 31, 2019 and 2018, respectively. We had two customers who accounted for 40.1% and 15.7% of our
gross accounts receivable as of March 31, 2019 and two customers who accounted for 37.7% and 15.5% of our gross accounts
receivable as of March 31, 2018. We did not have any additional customers that exceeded 10% of our gross accounts receivable

as of March 31, 2019 and 2018. Based upon performing ongoing credit evaluations, maintaining trade credit insurance on a majority
of our customers and our past collection experience, we believe that the receivable balances from these largest customers do not
represent a significant credit risk.

Cash and Cash Equivalents

We consider all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents.
Our restricted cash balance is primarily related to a dedicated account limited to the payment of certain internal royalty obligations.

Short-term Investments

Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted
market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with
similar characteristics. Investments with original maturities greater than 90 days and remaining maturities of less than one year
are normally classified within Short-term investments on our Consolidated Balance Sheets. In addition, investments with maturities
beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for
current operations are classified as short-term investments.

Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component
of Other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or we determine that the fair
value of the security has declined below its adjusted cost basis and the decline is other-than-temporary. Realized gains and losses
on short-term investments are calculated based on the specific identification method and would be reclassified from accumulated
other comprehensive loss to interest and other, net.

Short-term investments are evaluated for impairment quarterly. We consider various factors in determining whether we
should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than
the adjusted cost basis, the severity of the impairment, the reason for the decline in value, and our intent to sell and ability to hold
the investment for a period of time sufficient to allow for any anticipated recovery in market value. If we conclude that an investment
is other-than-temporarily impaired, it recognizes an impairment charge at that time in the Consolidated Statements of Operations.
In determining whether the decline in fair value is other-than-temporary requires management judgment based on the specific
facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until
they are sold.

Inventory

Inventory consists of materials, including manufacturing royalties paid to console manufacturers, and is stated at the
lower of weighted average cost or net realizable value. Estimated product returns are included in the inventory balance at their
cost. We regularly review inventory quantities on-hand and in the retail channels and record an inventory provision for excess or
obsolete inventory based on the future expected demand for our products. Significant changes in demand for our products would
affect management's estimates in establishing our inventory provision. We write down inventory based on excess or obsolete
inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the
difference between the cost of the inventory and market value, based upon assumptions about future demand that are inherently
difficult to assess.

Software Development Costs and Licenses

Capitalized software development costs include direct costs incurred for internally developed titles and payments made

to third-party software developers under development agreements.

We capitalize internal software development costs (including specifically identifiable employee stock-based
compensation, payroll expense, and incentive compensation costs related to the completion and release of titles, as well as third-
party production and other content costs), subsequent to establishing technological feasibility of a software title. Technological
feasibility of a product includes the completion of both technical design documentation and game design documentation. Significant
management judgments are made in the assessment of when technological feasibility is established. For products where proven
technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product
basis.

We enter into agreements with third-party developers that require us to make payments for game development and
production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished
game title as well as, in some cases, the underlying intellectual property rights. Such agreements typically allow us to fully recover
these payments to the developers at an agreed upon royalty rate earned on the subsequent sales of such software, net of any agreed
upon costs. Prior to establishing technological feasibility of a product, we record any costs incurred by third-party developers as
research and development expenses. Subsequent to establishing technological feasibility of a product, we capitalize all development
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and production service payments to third-party developers as software development costs and licenses. We typically enter into
agreements with third-party developers after completing the technical design documentation for our products and therefore record
the design costs leading up to a signed development contract as research and development expense. When we contract with third-
party developers, we generally select those that have proven technology and experience in the genre of the software being developed,
which often allows for the establishment of technological feasibility early in the development cycle. In instances where the
documentation of the design and technology are not in place prior to an executed contract, we monitor the software development
process and require our third-party developers to adhere to the same technological feasibility standards that apply to our internally
developed products.

Licenses consist of payments and guarantees made to holders of intellectual property rights for use of their trademarks,
copyrights or other intellectual property rights in the development of our products. Agreements with license holders generally
provide for guaranteed minimum payments for use of their intellectual property. Certain licenses, especially those related to our
sports products, extend over multi-year periods and encompass multiple game titles. In addition to guaranteed minimum payments,
these licenses frequently contain provisions that could require us to pay royalties to the license holder based on pre-agreed unit
sales thresholds.

Amortization of capitalized software development costs and licenses commences when a product is available for general
release and is recorded on a title-by-title basis in cost of goods sold. For capitalized software development costs, annual amortization
is calculated using (1) the proportion of current year revenue to the total revenue expected to be recorded over the life of the title
or (2) the straight-line method over the remaining estimated life of the title, whichever is greater. For capitalized licenses,
amortization is calculated as a ratio of (1) current period revenue to the total revenue expected to be recorded over the remaining
estimated life of the title or (2) the contractual royalty rate based on actual net product sales as defined in the licensing agreement,
whichever is greater. Amortization periods for our software products generally range from 12 to 36 months.

We evaluate the future recoverability of capitalized software development costs and licenses on a quarterly basis.
Recoverability is primarily assessed based on the title's actual performance. For products that are scheduled to be released in the
future, recoverability is evaluated based on the expected performance of the specific products to which the cost or license relates.
We use a number of criteria in evaluating expected product performance, including historical performance of comparable products
developed with comparable technology, market performance of comparable titles, orders for the product prior to its release, general
market conditions, and past performance of the franchise. When we determine that capitalized cost of the title is unlikely to be
recovered by product sales, an impairment of software development and license capitalized costs is charged to cost of goods sold
in the period in which such determination is made.

We have profit and unit sales based internal royalty programs that allow selected employees to participate in the success
of software titles that they assist in developing. Royalties earned under this program are recorded as a component of Cost of goods
sold in the period earned. Amounts earned and not yet paid are reflected within the software development royalties component of
Accrued expenses and other current liabilities on our Consolidated Balance Sheets.

Fixed Assets, net

Office equipment, furniture and fixtures are depreciated using the straight-line method over their estimated useful life of
five years. Computer equipment and software are generally depreciated using the straight-line method over three to five years.
Leasehold improvements are amortized over the lesser of the term of the related lease or the useful life of the underlying asset,
typically seven years. The cost of additions and betterments are capitalized, and repairs and maintenance costs are charged to
operations, in the periods incurred. When depreciable assets are retired or sold, the cost and related allowances for depreciation
are removed from the accounts and the gain or loss, if any, is recognized. The carrying amounts of these assets are recorded at
historical cost.

Goodwill and Intangible Assets

Goodwill is the excess of purchase price paid over identified intangible and tangible net assets of acquired companies.
Intangible assets consist of intellectual property, developed game technology, analytics technology, user base, trade names, and
in-process research and development. Certain intangible assets acquired in a business combination are recognized as assets apart
from goodwill.

We use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income
approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset,
discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or
reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably
similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach, or combination of
approaches, ultimately selected is based on the characteristics of the asset and the availability of information.

We test our goodwill for impairment annually, or more frequently if events and circumstances indicate the fair value of
a reporting unit may be below its carrying amount. A reporting unit is defined as an operating segment or one level below an
operating segment. We have determined that we operate in two reporting units, which are components of our operating segment.
In the evaluation of goodwill for impairment, we have the option to first perform a qualitative assessment to determine if the fair
value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than the carrying value before performing
a quantitative impairment test.

When a qualitative assessment is not used, or if the qualitative assessment is not conclusive, a quantitative impairment
analysis for goodwill is performed at the reporting unit level. The quantitative goodwill impairment test is used to identify potential
impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value
exceeds the fair value, an impairment charge is recognized equal to the difference between the carrying value of the reporting unit
and its fair value, considering the related income tax effect of any goodwill deductible for tax purposes.

In performing the quantitative assessment, we measure the fair value of the reporting unit using a combination of the
income and market approaches. The assessment requires us to make judgments and involves the use of significant estimates and
assumptions. These estimates and assumptions include long-term growth rates and operating margins used to calculate projected
future cash flows, risk-adjusted discount rates based on our weighted average cost of capital, future economic and market conditions
and the determination of appropriate, comparable market data. Our estimates for market growth are based on historical data, various
internal estimates and observable external sources when available, and are based on assumptions that are consistent with the plans
and estimates we use to manage the underlying business.

Consistent with prior years, we performed our annual impairment assessment process for goodwill in August 2018 and
did not record any goodwill impairments. During the fiscal quarter ended March 31, 2019, we changed the measurement date for
performing our annual goodwill impairment test from the beginning of August to the beginning of March. As a result, we performed
an additional impairment test for our goodwill as of March 1, 2019 which did not result in any impairment of our goodwill. This
voluntary change in accounting principle, applied prospectively, is preferable as it aligns the annual goodwill impairment test date
more closely with our internal budgeting process and did not delay, accelerate, or avoid an impairment of our goodwill. Retrospective
application to prior periods is impracticable as we are unable to objectively determine, without the use of hindsight, the assumptions
that would be used in those earlier periods.

Based on our annual impairment assessment process for goodwill, no impairments were recorded during the fiscal years

ended March 31, 2019, 2018, or 2017.

Long-lived Assets

We review all long-lived assets for impairment whenever events or changes in circumstances indicate that the related
carrying amount of an asset or asset group may not be recoverable. We compare the carrying amount of the asset to the estimated
undiscounted future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated
expected undiscounted future cash flows, we record an impairment charge for the difference between the carrying amount of the
asset and its fair value. The estimated fair value is generally measured by discounting expected future cash flows using our
incremental borrowing rate or fair value, if available. As of March 31, 2019, no indicators of impairment existed.

Derivatives and Hedging

We transact business in various foreign currencies and have significant sales and purchase transactions denominated in
foreign currencies, subjecting us to foreign currency exchange rate risk. From time to time, we carry out transactions involving
foreign currency exchange derivative financial instruments. The transactions are designed to hedge our exposure in currency
exchange rate movements. We recognize derivative instruments as either assets or liabilities on our Consolidated Balance Sheets
and we measure those instruments at fair value. The changes in fair value of derivatives that are not designated as hedges are
recognized currently in earnings as interest and other, net in our Consolidated Statements of Operations. If a derivative meets the
definition of a cash flow hedge and is so designated, the effective portion of changes in the fair value of the derivative are recognized,
as a component of other comprehensive income (loss) while the ineffective portion of the changes in fair value is recorded currently
in earnings as interest and other, net in our Consolidated Statements of Operations. Amounts included in Accumulated other
comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized
in Cost of goods sold, Research and development expenses, or Interest and other, net, as appropriate.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. Our provision for
income taxes is computed using the asset and liability method, under which deferred income taxes are recognized for differences
between the financial statement and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which

the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period
that includes the enactment.

Valuation allowances are established when we determine that it is more likely than not that such deferred tax assets will
not be realized. We do not record income tax expense related to foreign withholding taxes or United States income taxes that may
become payable upon the repatriation of undistributed earnings of foreign subsidiaries, as such earnings are expected to be reinvested
indefinitely outside of the United States.

We use estimates and assumptions to compute the provision for income taxes including allocations of certain transactions
to different tax jurisdictions, amounts of permanent and temporary differences, the likelihood of deferred tax assets being recovered
and the outcome of contingent tax risks. These estimates and assumptions are revised as new events occur, more experience is
acquired and additional information is obtained. The effect of these revisions is recorded in income tax expense or benefit in the
period in which they become known.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the new
standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount
that reflects the consideration that the entity expects to receive in exchange for those goods or services. On April 1, 2018, we
adopted the new accounting standard and related amendments (the “New Revenue Accounting Standard”) using the modified
retrospective method. Refer to the Recently Adopted Accounting Pronouncements section below for the impact of adoption on
our Consolidated Financial Statements. Refer to Note 1 to our Consolidated Financial Statements in our Annual Report on Form
10-K for the fiscal year ended March 31, 2018 for our revenue recognition accounting policy as it relates to revenue transactions
prior to April 1, 2018.

We derive revenue primarily from the sale of our interactive entertainment content, principally for console gaming systems
such as the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4") and Microsoft Corporation ("Microsoft") Xbox
One® ("Xbox One"), and personal computers ("PC"), including smartphones and tablets. Our interactive entertainment content
consists of full game software products that may contain offline gameplay, online gameplay, or a combination of offline and online
gameplay. We may also sell separate downloadable add-on content to supplement our full game software products. Certain of our
software products provide customers with the option to acquire virtual currency or make in-game purchases.

We determine revenue recognition by:

identifying the contract, or contracts, with the customer;

identifying the performance obligations in the contract;

determining the transaction price;

allocating the transaction price to performance obligations in the contract; and

recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

•

We recognize revenue in the amount that reflects the consideration we expect to receive in exchange for the sales of
software products and game related services when control of the promised products and services is transferred to our customers
and our performance obligations under the contract have been satisfied. Revenue is recorded net of transaction taxes assessed by
governmental authorities such as sales, value-added and other similar taxes.

Our software products are sold as full games, which typically provide access to the main game content, primarily for
console and PC. Generally, our full game software products deliver a license of our intellectual property that provides a functional
offline gaming experience (i.e., one that does not require an Internet connection to access the main game content or other significant
game related services). We recognize revenue related to the license of our intellectual property that provides offline functionality
at the time control of the products have been transferred to our customers.

In addition, some of our full game software products that provide a functional offline gaming experience may also include
significant game related services delivered over time, such as online functionality that is dependent upon online support services
and/or additional free content updates. For full game sales that offer offline functionality and significant game related services we
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evaluate whether the license of our intellectual property and the game related services are distinct and separable. This evaluation
is performed for each software product sold. If we determine that our software products contain a license of intellectual property
separate from the game related services (i.e. multiple performance obligations), we estimate a standalone selling price for each
identified performance obligation. We allocate the transaction price to each performance obligation using a relative standalone
selling price method (the transaction price is allocated to a performance obligation based on the proportion of the standalone selling
price of each performance obligation to the sum of the standalone selling prices for all performance obligations in the contract).
For the portion of the transaction price allocable to the license, revenue is recognized when the customer takes control of the
product. For the portion of the transaction price allocated to game related services, revenue is recognized ratably over an estimated
service period for the related software product. We also defer related product costs and recognize the costs as the revenues are
recognized.

Certain of our full game software products are delivered primarily as an online gaming experience with substantially all
gameplay requiring online access to our game related services. We recognize revenue for full game software products that are
dependent on our game related services over an estimated service period. For our full game online software products, we also
defer related product costs and recognize the costs as the revenue is recognized.

In addition to sales of our full game software products, certain of our software products provide customers with the option
to acquire virtual currency or make in-game purchases. Revenue from the sale of virtual currency and in-game purchases is deferred
and recognized ratably over an estimated service period.

We also sell separate downloadable add-on content to supplement our full game software products. Revenue from the
sale of separate downloadable add-on content is evaluated for revenue recognition on the same basis as our full game software
products.

Certain software products are sold to customers with a “street date” (the earliest date these products may be sold by these
retailers). For the transaction price related to the license for these products that also provide a functional offline gaming experience,
we recognize revenue on the later of the street date or the sale date as this is generally when we have transferred control of this
performance obligation. For the sale of physical software products, recognition of revenue allocated to game related services does
not begin until the product is sold-through by our customer to the end user. We currently estimate sell-through to the end user for
all our titles to be approximately two months after we have sold-in the software products to retailers. Determining the estimated
sell-through period is subjective and requires significant management judgment and estimates.

In addition, some of our software products are sold as digital downloads. Revenue from digital downloads generally

commences when the download is made available to the end user by a third-party digital storefront.

Our payment terms and conditions vary by customer and typically provide net 30 to 60 day terms. In instances where the
timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the
effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a
promised product or service to our customer and payment for that product or service will be one year or less.

In certain countries, we use third-party licensees to distribute and host our games in accordance with license agreements,
for which the licensees typically pay us a fixed minimum guarantee and sales-based royalties. These arrangements typically include
multiple performance obligations, such as an upfront license of intellectual property and rights to future updates. Based on the
allocated transaction price, we recognize revenue associated with the minimum guarantee when we transfer control of the upfront
license of intellectual property (generally upon commercial launch) and the remaining portion ratably over the contractual term
in which we provide the licensee with future update rights. Royalty payments in excess of the minimum guarantee are generally
recognized when the licensed product is sold by the licensee.

Contract Balances

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment,
and we record deferred revenue when cash payments are received or due in advance of satisfying our performance obligations,
even if amounts are refundable. Contract assets generally consist of arrangements for which we have recognized revenue to the
extent it is probable that significant reversal will not occur but do not have a right to invoice as of the reporting date. Contract
assets are recorded within Prepaid expenses and other on our Consolidated Balance Sheet.

Our allowance for doubtful accounts are typically immaterial and, if required, are based on our best estimate of probable

losses inherent in our accounts receivable balance.

Deferred revenue is comprised primarily of unsatisfied revenue related to the portion of the transaction price allocable
to game related services of our full game software products. These sales are typically invoiced at the beginning of the contract

period, and revenue is recognized ratably over the estimated service period. Deferred revenue may also include amounts related
to software products with future street dates.

Refer to Note 2 - Revenue from Contracts with Customers for further information, including changes in deferred revenue

during the period.

Principal Agent Considerations

We offer certain software products via third party digital storefronts, such as Microsoft’s Xbox Live, Sony’s PlayStation
Network, Valve's Steam, Apple's App Store, and the Google Play Store. For sales of our software products via third party digital
storefronts, we determine whether or not we are acting as the principal in the sale to the end user, which we consider in determining
if revenue should be reported based on the gross transaction price to the end user or based on the transaction price net of fees
retained by the third-party digital storefront. An entity is the principal if it controls a good or service before it is transferred to the
customer. Key indicators that we use in evaluating these sales transactions include, but are not limited to, the following:

•

the underlying contract terms and conditions between the various parties to the transaction;

• which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

• which party has discretion in establishing the price for the specified good or service.

Based on our evaluation of the above indicators, for sales arrangements via Microsoft’s Xbox Live, Sony’s PlayStation
Network, and Valve's Steam, we have determined we are not the principal in the sales transaction to the end user and therefore we
report revenue based on the consideration received from the digital storefront. For sales arrangements via Apple's App Store and
the Google Play Store, we have determined that we are the principal to the end user and thus report revenue on a gross basis and
mobile platform fees charged by these digital storefronts are expensed as incurred and reported within Cost of goods sold.

Shipping and Handling

Shipping and handling costs are incurred to move physical software products to customers. We recognize all shipping
and handling costs as an expense in Cost of goods sold because we are responsible for delivery of the product to our customers
prior to transfer of control to the customer.

Estimated Service Period

For performance obligations satisfied over time, we have determined that the estimated service period is the time period
in which an average user plays our software products (“user life”) which most faithfully depicts the timing of satisfying our
performance obligation. We consider a variety of data points when determining and subsequently reassessing the estimated service
period for players of our software products. Primarily, we review the weighted average number of days between players’ first and
last days played online. We also consider known online trends, the service periods of our previously released software products,
and, to the extent publicly available, the service periods of our competitors’ software products that are similar in nature to ours.
We believe this provides a reasonable depiction of the transfer of our game related services to our customers, as it is the best
representation of the period during which our customers play our software products. Determining the estimated service period is
subjective and requires significant management judgment and estimates. Future usage patterns may differ from historical usage
patterns, and therefore the estimated service period may change in the future. The estimated service periods for players of our
current software products are generally between 9 and 15 months depending on the software product.

Revenue Arrangements with Multiple Performance Obligations

Our contracts with customers often include promises to transfer multiple products and services. Determining whether
products and services are considered distinct performance obligations that should be accounted for separately versus together
requires significant judgment. For software products in which the software license has offline functionality and benefits from
meaningful game related services, which may include online functionality that is dependent on our online support services and/
or additional free content updates, we believe we have separate performance obligations for the license of the intellectual property
and the game related services. Additionally, because each of our product offerings has unique features and because we do not sell
our game related services separately, we typically do not have observable standalone selling prices for each performance obligation.
Significant judgment and estimates are also required to determine the standalone selling price for each distinct performance
obligation and whether a discount needs to be allocated based on the relative standalone selling price of our products and services.

To estimate the standalone selling price for each performance obligation, we consider, to the extent available, a variety
of data points such as past selling prices of the product or other similar products, competitor pricing, and market data. If observable
pricing is not available, we use an expected cost-plus margin approach taking into account relevant costs including product
development, post-release support, marketing and licensing costs. This evaluation is performed on a product by product basis.

Price Protection and Allowances for Returns

We grant price protection and accept returns in connection with our distribution arrangements. Following reductions in
the price of our physical software products, we grant price protection to permit customers to take credits against amounts they
owe us with respect to merchandise unsold by them. Our customers must satisfy certain conditions to entitle them to receive price
protection or return products, including compliance with applicable payment terms and confirmation of field inventory levels.

At contract inception and at each subsequent reporting period, we make estimates of future price protection and product
returns related to current period software product revenue. We estimate the amount of future price protection and returns for
software products based upon, among other factors, historical experience and performance of the titles in similar genres, historical
performance of the hardware platform, customer inventory levels, analysis of sell-through rates, sales force and retail customer
feedback, industry pricing, market conditions, and changes in demand and acceptance of our products by consumers.

Revenue is recognized after deducting the estimated price protection and allowances for returns, which are accounted
for as variable consideration. Price protection and allowances for returns are considered refund liabilities and are reported within
Accrued expenses and other current liabilities on our Consolidated Balance Sheet.

Sales Incentives

We enter into various sales incentive arrangements with our customers, such as rebates, discounts, and cooperative
marketing. These incentives are considered adjustments to the transaction price of our software products and are reflected as
reductions to revenue. Sales incentives incurred by us for distinct goods or services received, such as the appearance of our products
in a customer’s national circular ad, are included in Selling and marketing expense if there is a separate identifiable benefit and
the benefit’s fair value can be established. Otherwise, such sales incentives are reflected as a reduction to revenue and are considered
refund liabilities, which are reported within Accrued expenses and other current liabilities in our Consolidated Balance Sheet.

Significant Estimates

Significant management judgment and estimates must be used in connection with many of the determinations described
above, such as estimating the fair value allocation to distinct and separable performance obligations, the service period over which
to defer recognition of revenue, the time it takes our physical products to sell-through to end users, and the amounts of future price
protection and allowance for returns. We believe we can make reliable estimates. However, actual results may differ from initial
estimates due to changes in circumstances, market conditions, and assumptions. Adjustments to estimates are recorded in the
period in which they become known.

Advertising

We expense advertising costs as incurred. Advertising expense for the fiscal years ended March 31, 2019, 2018 and 2017
amounted to $249,315, $140,618 and $173,947, respectively, and are included in "Selling and marketing expense" in our
Consolidated Statements of Operations.

Stock-based Compensation

We have stock-based compensation plans that are broad-based long-term retention programs intended to attract and retain
talented employees and align stockholder and employee interests, which allows for awards of restricted stock, restricted stock
units and other stock-based awards of our common stock to employees and non-employees. Our plans include time-based, market-
based, and performance-based awards of our common stock to employees and non-employees.

We account for stock-based awards under the fair value method of accounting. The fair value of all stock-based
compensation is either capitalized and amortized in accordance with our software development cost accounting policy or recognized
as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated
attribution method for market-based and performance-based stock awards.

We estimate the fair value of time-based awards using our closing stock price on the date of grant. We estimate the fair
value of market-based awards using a Monte Carlo Simulation method, which takes into account assumptions such as the expected
volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield,
vesting schedule and the probability that the market conditions of the awards will be achieved. For performance-based shares, we
do not record expense until the performance criteria are considered probable.

Stock-based compensation expense is recorded net of forfeitures as they occur.

Earnings (loss) per Share ("EPS")

Basic EPS is computed by dividing the net income (loss) applicable to common stockholders for the period by the weighted
average number of shares of common stock outstanding during the same period. Diluted EPS is computed by dividing the net
income (loss) applicable to common stockholders for the period by the weighted average number of shares of common stock and
common stock equivalents outstanding.

Certain of our unvested stock-based awards are considered participating securities since these securities have non-
forfeitable rights to dividends or dividend equivalents during the contractual period of the award, and thus require the two-class
method of computing EPS. The calculation of EPS for common stock under the two-class method excludes the income attributable
to the participating securities from the numerator and excludes the dilutive effect of those awards from the denominator.

We define common stock equivalents as unvested stock-based awards and common stock underlying our Convertible
Notes (see Note 12 - Debt) outstanding during the period. Common stock equivalents are measured using the treasury stock method,
and common stock equivalents underlying the Convertible Notes are assessed for their effect on diluted EPS using the more dilutive
of the treasury stock method or the if-converted method. Under the provisions of the if-converted method, the Convertible Notes
are assumed to be converted and included in the denominator of the EPS calculation and the interest expense, net of tax, recorded
in connection with the Convertible Notes is added back to the numerator. However, potential common shares are not included in
the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as
in a period in which a net loss is recorded.

Foreign Currency

The functional currency for our foreign operations is primarily the applicable local currency. Accounts of foreign
operations are translated into U.S. dollars using exchange rates for assets and liabilities at the balance sheet date and average
prevailing exchange rates for the period for revenue and expense accounts. Adjustments resulting from translation are included
in accumulated other comprehensive income (loss). Realized and unrealized transaction gains and losses are included in our
Consolidated Statements of Operations in the period in which they occur.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by
owners and distributions to owners. Accumulated other comprehensive income (loss) includes foreign currency translation
adjustments, which relate to investments that are permanent in nature and therefore do not require tax adjustments, and the amounts
for unrealized gains (losses), net on derivative instruments designated as cash flow hedges, as well as any associated tax impact,
and available for sale securities.

Recently Adopted Accounting Pronouncements

Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2018-15: Intangibles - Goodwill and Other - Internal-Use Software - (Subtopic 350-40): Customer’s Accounting for Implementation
Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning
December 15, 2019 (April 1, 2020 for the Company), with early adoption permitted. ASU 2018-15 is required to be applied either
retrospectively or prospectively to all implementation costs after the date of adoption. We early adopted this update effective July
1, 2018 as the standard aligns with how we are currently accounting for implementation costs incurred in a cloud computing
arrangement. The adoption did not have an impact on our Consolidated Financial Statements.

Accounting for Restricted Cash

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU
amends the presentation of restricted cash within the statement of cash flows by requiring that restricted cash and restricted cash
equivalents be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total
amounts. This standard is effective for fiscal years beginning after December 15, 2017 (April 1, 2018 for the Company), including
interim periods within those fiscal years.

We adopted the new standard during the first quarter of fiscal 2019 and applied the standard retrospectively for all periods
presented. The application of this new standard resulted in a decrease of $128,063, a decrease of $99,580, and an increase of
$76,474 of net cash from operating activities on our Consolidated Statements of Cash Flows for the twelve months ended March
31, 2019, 2018, and 2017, respectively.

Accounting for Stock Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-
employee Share-Based Accounting. This guidance aligns the accounting for share-based payment transactions with non-employees
to accounting for share-based payment transactions with employees. Companies are required to record a cumulative-effect
adjustment (net of tax) to retained earnings as of the beginning of the fiscal year of the adoption. Upon transition, non-employee
awards are required to be measured at fair value as of the adoption date. This standard will be effective for fiscal years beginning
December 15, 2018 (April 1, 2019 for the Company), including interim periods within those fiscal years. Early adoption is permitted.

We early adopted this update effective April 1, 2018 to simplify the accounting for non-employee stock-based awards so
that it is better aligned with the current guidance for employee stock-based awards. The application of this new standard did not
have a significant impact to our Consolidated Financial Statements for the fiscal year ended March 31, 2019, as our last re-
measurement date for non-employee awards was March 31, 2018. The adoption of this ASU results in a change to our accounting
policy for non-employee stock-based awards.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2016-09, Compensation-Stock Compensation. This new guidance identifies areas for simplification involving several aspects of
accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or
liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as
certain classifications on the statement of cash flows.

We adopted this update effective April 1, 2017. Upon adoption, using the modified retrospective transition method, we
recognized previously unrecognized excess tax benefits as a deferred tax asset, which was fully offset by a valuation allowance,
resulting in no net impact to retained earnings. Without the valuation allowance, upon adoption, our deferred tax asset would have
increased by $24,594. We elected to apply the change in presentation of excess tax benefits as an operating activity in the
Consolidated Statement of Cash Flows prospectively and thus no prior periods were adjusted. We also elected to account for
forfeitures as they occur using the modified retrospective transition method, which resulted in a cumulative effect adjustment of
$323 to retained earnings (an increase in the accumulated deficit). During the fiscal year ended March 31, 2019 and 2018, we
recognized $13,340 and $53,169, respectively, of excess tax benefits on stock-based compensation in our Consolidated Statement
of Operations as a result of adopting this update. The other aspects of the new guidance did not have a material effect on our
Consolidated Financial Statements.

Accounting for Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This ASU eliminates
Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual or interim goodwill
impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for
the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, this ASU eliminates the requirements
for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative
test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for fiscal years beginning after
December 15, 2019 (April 1, 2020 for the Company), including interim periods within those fiscal years, and are applied on a
prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after
January 1, 2017. We early adopted this update effective April 1, 2018. The adoption did not have an impact on our Consolidated
Financial Statements.

Revenue from Contracts with Customers

As noted in our Revenue Recognition accounting policy above, we adopted the New Revenue Accounting Standard

effective April 1, 2018.

Impact of Adopting New Revenue Accounting Standard

We elected to apply the New Revenue Accounting Standard only to contracts not completed as of the adoption date. For
contracts that were modified before the date of adoption, we elected to reflect the aggregate effect of all modifications when (i)
identifying the satisfied and unsatisfied performance obligations, (ii) determining the transaction price, and (iii) allocating the
transaction price to the satisfied and unsatisfied performance obligations. We recognized the cumulative effect of initially applying
the New Revenue Accounting Standard as an adjustment to the opening balance of retained earnings, net of tax. The comparative
information has not been restated and continues to be reported under the accounting standards in effect for those periods. The
cumulative effect adjustment recorded to our retained earnings was $470,273, net of tax.

The most significant impacts of adopting the New Revenue Accounting Standard are:

• The elimination of the requirement for vendor-specific objective evidence (“VSOE”) of fair value for software products
that offer offline gameplay functionality and benefit from meaningful game related services which may include online
functionality that is dependent on our online support services and/or additional free content updates. Under the prior
revenue accounting guidance, for software products with multiple deliverables for which we did not have VSOE for our
game related service deliverables, we recognized revenue ratably over an estimated service period that was based on
game life. Under the New Revenue Accounting Standard, we allocate the sales price and recognize revenue for the offline
software upon delivery and the remainder over an estimated service period, which represents a player's typical user life
(see below). Upon adoption, this difference in accounting primarily affected revenue recognition from Grand Theft Auto
V and our NBA 2K franchise, where the majority of the sales price was allocated to the offline software and recognized
upon transfer of control to our customers, and the remaining amounts allocated to the game related service performance
obligation and recognized over the estimated service period.

•

For performance obligations that are satisfied over time, we have determined that the estimated service period is the time
period in which an average user plays our software products (“user life”) which faithfully depicts the timing of satisfying
our performance obligation. Previously, our estimated service period was based on the economic game life.

• Under the New Revenue Accounting Standard, we are able to recognize revenue to the extent it is probable that a significant
reversal will not occur even if we do not have a right to invoice as of the reporting date. Contract assets are classified
within Prepaid expenses and other on the Consolidated Balance Sheet.

• The classification of allowances for estimated price protection, reserves for returns and other allowances as refund
liabilities. Such allowances were previously recorded as contra-Accounts receivable and now are classified within Accrued
expenses and other current liabilities on the Consolidated Balance Sheet.

As a result of adopting the New Revenue Accounting Standard the following adjustments were made to our Consolidated
Balance Sheet at April 1, 2018, which also reflect the changes related to income tax accounts included in Prepaid expenses and
other, Other assets, Accrued expenses and other current liabilities, and Other long-term liabilities:

March 31, 2018

Adjustments

April 1, 2018

ASSETS

Accounts receivable, net

Software development costs and licenses

Deferred cost of goods sold

Prepaid expenses and other

Deferred cost of goods sold, net of current portion

Deferred tax assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other current liabilities
Deferred revenue

Non-current deferred revenue

Other long-term liabilities

Retained earnings

Accumulated other comprehensive loss

Recently Issued Accounting Pronouncements

Accounting for Fair Value Measurement

247,649

301,589

33,284

117,851

133,454

26,719

4,930

914,748
777,152

355,589

158,285

73,516
(15,732)

53,940
(11,096)
(89,867)
33,620
(25,687)
51,430

69,678
(230,144)
(336,456)
34,336

470,273

4,653

22,188

27,984

167,074

1,032

56,360

984,426
547,008

19,133

192,621

543,789
(11,079)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes
to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value
measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective for fiscal years, and interim periods
within those fiscal years, beginning December 15, 2019 (April 1, 2020 for the Company), with early adoption permitted. Certain
disclosures in ASU 2018-13 are required to be applied on a retrospective basis and others on a prospective basis. We are currently
evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements.

Accounting for Leases

In February 2016, the FASB issued ASU 2016-02, Leases. This new guidance requires lessees to recognize a right-of-
use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease). The liability
will be equal to the present value of committed lease payments. The asset will be based on the liability, subject to adjustment, such
as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as
either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance
leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that
are largely similar to those applied in current lease accounting. This update is effective for annual periods, and interim periods
within those years, beginning after December 15, 2018 (April 1, 2019 for the Company). We will adopt the new guidance using
a modified retrospective approach whereby lessees and lessors are required to recognize and measure leases at the beginning of
the earliest period presented. While we are still evaluating the effect that ASU 2016-02 will have on our Consolidated Balance
Sheet, we expect that assets and liabilities will increase materially when operating leases are recorded on our Consolidated Balance
Sheets under the new standard. Our current operating lease portfolio primarily includes leases related to real estate. See Note 14
- Commitments and Contingencies for a summary of our undiscounted future minimum lease payments under non-cancellable
operating leases as of March 31, 2019.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Impacts on financial statement line items

Our adoption of the New Revenue Accounting Standard had the following impact on our Consolidated Statement of

Operations for the twelve months ended March 31, 2019:

Amounts as
reported

Amounts without
adoption of New
Revenue Accounting
Standard

Increase (decrease)
due to adoption of
New Revenue
Accounting Standard

2,668,394

1,927,148

Net revenue

Cost of goods sold

Gross profit

Selling and marketing

General and administrative

Research and development

Depreciation and amortization

Business reorganization

Total operating expenses

Income (loss) from operations

Interest and other, net

Income (loss) before income taxes

(Benefit from) provision for income taxes

Net income

Earnings per share:

Basic earnings per share

Diluted earnings per share

741,246

305,588

435,658

—

435,658
(2,183)
433,475

103,730

329,745

2.91

2.86

1,218,056

709,092

391,400

281,234

230,170

40,232
(4,958)
938,078
(228,986)
28,296
(200,690)
(204,782)
4,092

0.04

1,523,644

1,144,750

391,400

281,234

230,170

40,232
(4,958)
938,078

206,672

26,113

232,785
(101,052)
333,837

2.95

2.90

Our adoption of the New Revenue Accounting Standard had the following impact on our Consolidated Balance Sheet as

of March 31, 2019:

Amounts without
adoption of New
Revenue
Accounting
Standard

Increase
(decrease) due to
adoption of New
Revenue
Accounting
Standard

Amounts as
reported

ASSETS

Accounts receivable, net

Software development costs and licenses

Deferred cost of goods sold

Prepaid expenses and other
Software development costs and licenses, net of current
portion
Deferred cost of goods sold, net of current portion

Deferred tax assets

395,729

330,448

28,880

51,867

186,688

603,436

1,028

134,732

39,191

176,802

195,744

777,238

75,919

157,741

LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other current liabilities

1,035,695

949,347

Deferred revenue

Non-current deferred revenue

Other long-term liabilities

Retained earnings

Accumulated other comprehensive loss

843,302

21,058

229,633

877,626
(37,189)

1,445,936

677,148

202,721

77,608
(31,912)

65,281
(10,311)
(124,935)
(9,056)

(173,802)
(74,891)
(23,009)

86,348
(602,634)
(656,090)
26,912

800,018
(5,277)

Our adoption of the New Revenue Accounting Standard accelerated the revenue recognition of prior period game sales
into retained earnings, which resulted in increased cash taxes paid on our Consolidated Statement of Cash Flows for the fiscal
year ending March 31, 2019.

Disaggregation of revenue

Product revenue

Product revenue is primarily comprised of the portion of revenue from software products that is recognized when the

customer takes control of the product (i.e. upon delivery of the software product).

Service and other revenue

Service and other revenue is primarily comprised of revenue from our software products that include game related services,

or separate virtual currency transactions, and in-game purchases, which are recognized over an estimated service period.

Net revenue by product revenue and service and other was as follows:

Twelve Months
Ended March 31,
2019

Net revenue recognized(1):
Service and other
Product

Total net revenue

1,319,033
1,349,361

2,668,394

(1) Disaggregated revenue category added as a result of adoption of ASC 606. As we used the modified retrospective method in adopting ASC 606, no
comparative periods are presented.

Full game and other revenue

Full game and other revenue primarily includes the initial sale of full game software products, which may include offline

and/or significant game related services.

Recurrent consumer spending revenue

Recurrent consumer spending revenue is generated from ongoing consumer engagement and includes revenue from

virtual currency, add-on content, and in-game purchases.

Net revenue by full game and other revenue and recurrent consumer spending was as follows:

Twelve Months
Ended March 31,

2019

Net revenue recognized(1):
Full game and other

Recurrent consumer spending

Total net revenue

1,597,478

1,070,916

2,668,394

(1) Disaggregated revenue category added as a result of adoption of ASC 606. As we used the modified retrospective method in adopting ASC 606, no
comparative periods are presented.

Geography

We attribute net revenue to geographic regions based on software product destination. Net revenue by geographic region

was as follows:

Twelve Months Ended March 31,
2018(1)

2017(1)

2019

Net revenue recognized:

United States

International
Total net revenue

1,426,906

1,241,488

2,668,394

1,052,313

740,579

1,792,892

999,128

780,620

1,779,748

(1) This disaggregated revenue category had previously been disclosed as part of Note 17 - Segment and Geographic Information in our Annual Report on Form
10-K for the fiscal year ended March 31, 2018. Amounts have not been retrospectively adjusted to reflect the adoption of ASC Topic 606.

Platform

Net revenue by platform was as follows:

Twelve Months Ended March 31,
2018(1)

2017(1)

2019

Net revenue recognized:

Console

PC and other
Total net revenue

2,233,861

434,533

2,668,394

1,463,306

329,586

1,792,892

1,440,724

339,024

1,779,748

Distribution channel

Our products are delivered through digital online services (digital download, online platforms, and cloud streaming) and

physical retail and other. Net revenue by distribution channel was as follows:

Twelve Months Ended March 31,
2018(1)

2017(1)

2019

Net revenue recognized:

Digital online

Physical retail and other
Total net revenue

1,681,609

986,785

2,668,394

1,130,946

661,946

1,792,892

921,734

858,014

1,779,748

Deferred Revenue

We record deferred revenue when payments are due or received in advance of the fulfillment of our associated performance
obligations. The opening balance and ending balance of deferred revenue, including current and non-current balances as of April
1, 2018 and March 31, 2019 were $566,141 and $864,360, respectively. For the twelve months ended March 31, 2019, the additions
to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying our performance
obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment
of our performance obligations, both of which were in the ordinary course of business.

During the twelve months ended March 31, 2019, $548,531 of revenue was recognized that was included in the deferred
revenue balance at the beginning of the period. As of March 31, 2019, the aggregate amount of contract revenue allocated to
unsatisfied performance obligations is $1,131,714, which includes our deferred revenue balances and amounts to be invoiced and
recognized as revenue in future periods. We expect to recognize approximately $1,047,309 of this balance as revenue over the
next 12 months, and the remainder thereafter. This balance does not include an estimate for variable consideration arising from
sales-based royalty license revenue in excess of the contractual minimum guarantee.

As of March 31, 2019 and April 1, 2018, our contract asset balances were $57,643 and $69,522, respectively.

3. MANAGEMENT AGREEMENT

In March 2014, we entered into an amended management services agreement, (the "2014 Management Agreement") with
ZelnickMedia Corporation ("ZelnickMedia") pursuant to which ZelnickMedia provided us with certain management, consulting
and executive level services. The 2014 Management Agreement became effective April 1, 2014. The 2014 Management Agreement
provided for an annual management fee of $2,970 over the term of the agreement and a maximum annual bonus opportunity of
$4,752 over the term of the agreement, based on the Company achieving certain performance thresholds. In November 2017, we
entered into a new management agreement, (the "2017 Management Agreement"), with ZelnickMedia pursuant to which
ZelnickMedia continues to provide financial and management consulting services to the Company through March 31, 2024. The
2017 Management Agreement became effective January 1, 2018 and supersedes and replaces the 2014 Management Agreement,

except as otherwise contemplated by the 2017 Management Agreement. As part of the 2017 Management Agreement, Strauss
Zelnick, the President of ZelnickMedia, continues to serve as Executive Chairman and Chief Executive Officer of the Company
and Karl Slatoff, a partner of ZelnickMedia, continues to serve as President of the Company. The 2017 Management Agreement
provides for an annual management fee of $3,100 over the term of the agreement and a maximum annual bonus opportunity of
$7,440 over the term of the agreement, based on the Company achieving certain performance thresholds.

In consideration for ZelnickMedia's services, we recorded consulting expense (a component of General and administrative

expenses) of $9,265, $8,426 and $7,722 for the fiscal years ended March 31, 2019, 2018 and 2017, respectively.

Pursuant to the 2017 Management Agreement and 2014 Management Agreement, we also issued stock-based awards to
ZelnickMedia. During the fiscal years ended March 31, 2019, 2018 and 2017, we recorded $21,257, $32,801 and $29,573,
respectively, of stock-based compensation expense for non-employee awards, which is included in General and administrative
expenses. See Note 16 - Stock-Based Compensation for a discussion of such awards.

4. FAIR VALUE MEASUREMENTS

The carrying amounts of our financial instruments, including cash and cash equivalents, restricted cash, accounts

receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities.

We follow a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires
entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs used
to measure fair value are as follows:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are

not active or other inputs that are observable or can be corroborated by observable market data.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar
techniques that use significant unobservable inputs.

The table below segregates all assets that are measured at fair value on a recurring basis (which is measured at least
annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the
measurement date.

Money market funds

Commercial paper

US Treasuries

Money market funds

Bank-time deposits

Corporate bonds

US Treasuries

Commercial paper

Cross-currency swap

Private equity

Foreign currency forward contracts

Total recurring fair value measurements,
net

Quoted prices
in active markets
for identical
assets (level 1)

Significant other
observable inputs
(level 2)

Significant
unobservable
inputs
(level 3)

March 31,
2019

Balance Sheet Classification

$ 389,936

389,936

— $

— Cash and cash equivalents

39,246

25,449

565,461

387,720

296,141

55,634

4,990

791

1,823

(423)

—

25,449

565,461

387,720

—

55,634

—

39,246

— Cash and cash equivalents

—

— Cash and cash equivalents

— Restricted cash

— Short-term investments

296,141

— Short-term investments

—

4,990

791

—

(423)

— Short-term investments

— Prepaid expenses and other

1,823 Other assets

— Accrued and other current liabilities

$1,766,768

1,424,200

340,745

1,823

Quoted prices
in active markets
for identical
assets (level 1)

Significant other
observable inputs
(level 2)

Significant
unobservable
inputs
(level 3)

March 31,
2018

Balance Sheet Classification

$ 516,626

516,626

Money market funds

Bank-time deposits

Commercial paper

Corporate bonds

US Treasuries

Commercial paper

Mutual funds

Bank-time deposits

Foreign currency forward contracts

Cross-currency swap

Private equity

Total recurring fair value measurements,
net

10,796

308,716

59,725

25,422

4,880

216,663

(43)

(15,659)

1,205

$1,128,364

—

59,725

—

216,663

—

— $

—

10,796

308,716

—

25,422

4,880

—

(43)

— Cash and cash equivalents

— Short-term investments

— Prepaid expenses and other

— Accrued and other current liabilities

(15,659)

— Accrued and other current liabilities

— $

1,205 Other assets

793,035

334,124

1,205

We did not have any transfers between Level 1 and Level 2 fair value measurements, nor did we have any transfers into

or out of Level 3 during the fiscal year ended March 31, 2019.

5. SHORT-TERM INVESTMENTS

Our short-term investments consisted of the following as of March 31, 2019:

Short-term investments
Bank time deposits
Available-for-sale securities:

Corporate bonds
US Treasuries
Commercial paper
Total short-term investments

Short-term investments
Bank time deposits
Available-for-sale securities:

Corporate bonds
US Treasuries
Commercial paper
Mutual funds

Total short-term investments

Cost or
Amortized Cost

March 31, 2019

Gross Unrealized

Gains

Losses

Fair Value

387,720

$ — $ — $

387,720

295,526
55,656
4,990
743,892

742
27

(127)
(49)

769

(176) $

296,141
55,634
4,990
744,485

Cost or
Amortized Cost

March 31, 2018

Gross Unrealized

Gains

Losses

Fair Value

216,663

$ — $ — $

216,663

310,387
59,970
25,422
4,876
617,318

16
—
—
16
32

(1,687)
(245)
—
(12)
$ (1,944) $

308,716
59,725
25,422
4,880
615,406

Based on our evaluation of impairment for these investments, we did not consider any of these investments to be other-
than-temporarily impaired as of March 31, 2019 or 2018. We do not intend to sell any of our investments with unrealized losses,
nor is it more likely than not that we will be required to sell those investments.

The following table summarizes the contracted maturities of our short-term investments at March 31, 2019:

Short-term investments
Due in 1 year or less
Due in 1-2 years

Total short-term investments

March 31, 2019

Amortized Cost

Fair Value

629,474
114,418
743,892

629,496
114,989
744,485

6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Our risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and
cash flows associated with changes in foreign currency exchange rates. We do not enter into derivative financial contracts for
speculative or trading purposes. We classify cash flows from its derivative transactions as cash flows from operating activities in
our Consolidated Statements of Cash Flows.

Foreign currency forward contracts

The following table shows the gross notional amounts of foreign currency forward contracts:

Forward contracts to purchase foreign currencies

Forward contracts to sell foreign currencies

March 31,

2019
116,590

87,793

2018

4,359

67,580

For the fiscal years ended March 31, 2019, 2018 and 2017, we recorded a gain of $16,831, a loss of $19,473, and a gain
of $7,197, respectively, related to foreign currency forward contracts in Interest and other, net on the Consolidated Statements of
Operations. Our derivative contracts are foreign currency exchange forward contracts that are not designated as hedging instruments
under hedge accounting and are used to reduce the impact of foreign currency on certain balance sheet exposures and certain
revenue and expense. These instruments are generally short term in nature, with typical maturities of less than one year, and are
subject to fluctuations in foreign exchange rates.

Cross-currency swaps

We entered into a cross-currency swap agreement in August 2017 related to an intercompany loan that has been designated
and accounted for as a cash flow hedge of foreign currency exchange risk. The intercompany loan is related to the acquisition of
Social Point (See note 23). As of March 31, 2019, the notional amount of the cross-currency swap is $115,641. This cross-currency
swap mitigates the exposure to fluctuations in the U.S. dollar-euro exchange rate related to the intercompany loan. The critical
terms of the cross-currency swap agreement correspond to the intercompany loan and both mature at the same time in 2027; as
such, there was no ineffectiveness during the period.

Changes in the fair value of this cross-currency swap are recorded in Accumulated other comprehensive income (loss)
and offset the change in value of interest and principal payment as a result of changes in foreign exchange rates. Resulting gains
or losses from the cross-currency swap are reclassified from Accumulated other comprehensive income (loss) to earnings to offset
foreign currency transaction gains and losses recognized on the intercompany loan. We recognize the difference between the U.S.
dollar interest payments received from the swap counterparty and the U.S. dollar equivalent of the euro interest payments made
to the swap counterparty in Interest and other, net on our Consolidated Statement of Operations. There are no credit-risk related
contingent features associated with these swaps.

7. INVENTORY

Inventory balances by category are as follows:

Finished products
Parts and supplies
Inventory

March 31,

2019

2018

24,847
3,353
28,200

13,940
1,222
15,162

Estimated product returns included in inventory at March 31, 2019 and 2018 were $491 and $373, respectively.

8. SOFTWARE DEVELOPMENT COSTS AND LICENSES

Details of our capitalized software development costs and licenses are as follows:

Software development costs, internally developed
Software development costs, externally developed
Licenses
Software development costs and licenses

March 31,

2019

2018

Current

Non-current

Current

Non-current

14,809
3,655
10,416
28,880

434,712
168,381
343
603,436

19,338
4,275
9,671
33,284

515,761
122,270
1,338
639,369

Software development costs and licenses, net of current portion as of March 31, 2019 and 2018 included $378,030 and

$638,055, respectively, related to titles that have not been released.

Amortization and impairment of software development costs and licenses are as follows:

Amortization of software development costs and licenses
Impairment of software development costs and licenses
Less: Portion representing stock-based compensation
Amortization and impairment, net of stock-based compensation

Fiscal Year Ended March 31,

2019
342,870
7,426
(149,075)
201,221

2018
101,437
1,060
(24,610)
77,887

2017
222,801
20,166
(21,056)
221,911

During the twelve months ended March 31, 2019, we recorded $7,426 of software development impairment charges (a

component of Cost of goods sold). The impairment charges relate to a decision not to proceed with further development of
certain interactive entertainment software.

9. FIXED ASSETS, NET

Fixed asset balances by category are as follows:

Computer equipment
Leasehold improvements
Computer software
Furniture and fixtures
Office equipment

Less: accumulated depreciation
Fixed assets, net

March 31,

2019
118,841
99,093
52,641
16,179
10,758
297,512
(169,630)
127,882

2018

87,926
88,762
47,702
13,933
8,139
246,462
(143,984)
102,478

Depreciation expense related to fixed assets for the fiscal years ended March 31, 2019, 2018 and 2017 was $39,726,

$32,202 and $30,629, respectively.

The following represents our fixed assets, net by location:

United States

International

Fixed assets, net

March 31,

2019

2018

78,197

49,685

127,882

65,476

37,002

102,478

10. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The change in our goodwill balance is as follows:

Balance at March 31, 2017
Additions from immaterial acquisition
Adjustments (see Note 23)
Currency translation adjustment
Balance at March 31, 2018
Additions from immaterial acquisition
Currency translation adjustment
Balance at March 31, 2019

Indefinite-lived intangibles

Total

359,115
6,236
4,245
29,934
399,530
3,149
(20,962)
381,717

$
$

Other intangibles, net, as of March 31, 2018, included in-process research and development ("IPR&D") assets of $5,226
acquired as part of the Social Point acquisition, which were indefinite-lived intangibles and therefore not subject to amortization
until the related games were released or development was abandoned. During the fiscal year ended March 31, 2019, we released
Tasty Town and reclassified the balance to definite-lived intangibles. As of March 31, 2019, there are no IPR&D assets included
in Other intangibles, net. During the fiscal year ended March 31, 2018, as a result of our decision not to proceed with further
development of a certain game related IPR&D, we recognized an impairment charge of $11,257 in Depreciation and amortization
expense in our Consolidated Statements of Operations.

Definite-lived intangibles

The following table sets forth the intangible assets that are subject to amortization:

March 31,

2019

2018

Developed game technology
Intellectual property
Analytics technology
Branding and trade names
User base
Total definite-lived intangible
assets

Gross
Carrying
Amount

65,428
26,109
31,271
4,422
—

Accumulated
Amortization
(32,975)
(6,524) $
(13,551)
(1,065)
—

Net Book
Value
32,453
19,585
17,720
3,357
—

Gross
Carrying
Amount

67,133
37,431
34,499
4,879
10,454

Accumulated
Amortization
(23,189)
$ (13,616) $
(8,050)
(632)
(10,454)

Net Book
Value
43,944
23,815
26,449
4,247

Weighted
average
useful life
4 years
6 years
5 years
9 years
— 1 year

$ 127,230

$ (54,115) $

73,115

$ 154,396

$ (55,941) $

98,455

During the fiscal year ended March 31, 2018, we acquired intellectual property related to Kerbal Space Program, which
was treated as an asset acquisition, resulting in a $21,500 increase in Intellectual property, and a $4,465 increase in Developed
game technology.

Amortization of intangible assets is included in our Consolidated Statements of Operations as follows:

Cost of goods sold
Selling and marketing
Research and development
Depreciation and amortization
Total amortization of intangible assets

Fiscal Year Ended March 31,

2019

2018

2017

16,937
—
6,436
506
23,879

19,719
8,107
6,494
510
34,830

4,252
1,497
989
78
6,816

Estimated future amortization of intangible assets that will be recorded in cost of goods sold and operating expenses for

the years ending March 31, are as follows:

Fiscal Year Ended
March 31,
2020
2021
2022
2023
2024

Amortization
21,469
$
20,669
19,371
7,084
3,844

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of:

Software development royalties
Compensation and benefits
Refund Liability
Licenses
Marketing and promotions
Business reorganization (see Note 20)
Deferred acquisition payments
Other
Accrued expenses and other current liabilities

12. DEBT

New Credit Agreement

March 31,

2019
713,201
73,695
65,853
56,221
42,390
—
—
84,335
1,035,695

2018
600,512
57,499
—
43,261
19,731
72,074
25,000
96,671
914,748

On February 8, 2019, we entered into an unsecured Credit Agreement (the “New Credit Agreement”). The New Credit
Agreement replaced our existing Credit Agreement (see below), which was terminated on the same day. The New Credit Agreement
runs through February 8, 2024. The New Credit Agreement provides for an unsecured five-year revolving credit facility with
commitments of $200,000, including sublimits for (i) the issuance of letters of credit in an aggregate face amount of up to $25,000
and (ii) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate principal
amount of up to $25,000. In addition, the New Credit Agreement contains uncommitted incremental capacity permitting the
incurrence of up to an additional $250,000 in term loans or revolving credit facilities.

Loans under the New Credit Agreement will bear interest at a rate of (a) 0.250% to 0.750% above a certain base rate
(5.50% at March 31, 2019) or (b) 1.125% to 1.750% above LIBOR (approximately 2.49% at March 31, 2019), which rates are
determined by reference to our consolidated total net leverage ratio. We had no outstanding borrowings at March 31, 2019.

Information related to availability on our New Credit Agreement is as follows:

Available borrowings

Outstanding letters of credit

198,336

1,664

March 31,

2019

We recorded interest expense and fees related to the New Credit Agreement of $372, for the fiscal year ended March 31,
2019. The New Credit Agreement also includes, among other terms and conditions, maximum leverage ratio, minimum cash
reserves and, in certain circumstances, minimum interest coverage ratio financial covenants, as well as limitations on us and each
of our subsidiaries’ ability to: create, incur, assume or be liable for indebtedness; dispose of assets outside the ordinary course;
acquire, merge or consolidate with or into another person or entity; create, incur or allow any lien on any of its property; make
investments; or pay dividends or make distributions, in each case subject to certain exceptions. In addition, the New Credit
Agreement provides for certain events of default such as nonpayment of principal and interest when due thereunder, breaches of
representations and warranties, noncompliance with covenants, acts of insolvency and default on indebtedness held by third parties
(subject to certain limitations and cure periods).

Credit Agreement

In December 2017, we entered into a Seventh Amendment to our Second Amended and Restated Credit Agreement (as
amended, the “Credit Agreement”). The Credit Agreement provided for borrowings of up to $100,000 which could have been
increased by up to $100,000 pursuant to the terms of the Credit Agreement and which was secured by substantially all of our assets
and the equity of our subsidiaries. The Credit Agreement was terminated in connection with our entering into the New Credit
Agreement. We had no outstanding borrowings at March 31, 2018.

We recorded interest expense and fees related to the Credit Agreement of $472, $441 and $441, for the fiscal years ended

March 31, 2019, 2018, and 2017, respectively.

1.00% Convertible Notes Due 2018

On June 18, 2013, we issued $250,000 aggregate principal amount of 1.00% Convertible Notes due 2018. The Convertible
Notes were issued at 98.5% of par value for proceeds of $283,188, which included a $37,500 overallotment option that was
exercised. Interest on the Convertible Notes was payable semi-annually in arrears on July 1st and January 1st of each year,
commencing on January 1, 2014. The Convertible Notes matured on July 1, 2018.

The following table provides the components of interest expense related to our Convertible Notes:

Cash interest expense (coupon interest expense)
Non-cash amortization of discount on 1.00% Convertible Notes
Amortization of debt issuance costs
Total interest expense related to 1.00% Convertible Notes

Fiscal Year Ended March 31,

2019

2018

2017

1
91
3
95

539
15,662
466
16,667

2,784
14,221
453
17,458

13. EARNINGS PER SHARE ("EPS")

The following table sets forth the computation of basic and diluted EPS (in thousands except per share amounts):

Fiscal Year Ended March 31,

2019

2018

2017

Computation of Basic earnings per share:

Net income

Less: net income allocated to participating securities

Net income for basic earnings per share calculation

Total weighted average shares outstanding—basic

Less: weighted average participating shares outstanding

Weighted average common shares outstanding—basic

Basic earnings per share

Computation of Diluted earnings per share:

Net income

Less: net income allocated to participating securities

Net income for diluted earnings per share calculation

Weighted average common shares outstanding—basic

Add: dilutive effect of common stock equivalents

Weighted average common shares outstanding—diluted

Less: weighted average participating shares outstanding

Weighted average common shares outstanding- diluted

333,837

—

333,837

113,176

—

113,176

2.95

333,837

—
333,837

113,176

2,022

115,198

—

115,198

173,533
(159)
173,374

110,210
(101)
110,109

1.57

173,533
(155)
173,378

110,109

2,755

112,864
(101)
112,763

Diluted earnings per share

2.90

1.54

67,303
(1,275)
66,028

91,921
(1,741)
90,180

0.73

67,303
(1,246)
66,057

91,921

2,152

94,073
(1,741)
92,332

0.72

Certain of our unvested stock-based awards (including restricted stock units and restricted stock awards) are considered
participating securities since these securities have non-forfeitable rights to dividends or dividend equivalents during the contractual
period of the award and thus requires the two-class method of computing EPS. As of March 31, 2019, we have no material
participating securities.

The calculation of EPS for common stock under the two-class method shown above excludes income attributable to the

participating securities from the numerator and excludes the dilutive effect of those awards from the denominator.

We define common stock equivalents as stock-based awards and common stock related to our Convertible Notes (see
Note 12 - Debt) outstanding during the period. Common stock equivalents are measured using the treasury stock method, except
for the Convertible Notes, which were assessed for their effect on diluted EPS using the more dilutive of the treasury stock method
or the if-converted method. Under the provisions of the if-converted method, the Convertible Notes are assumed to be converted
and included in the denominator of the EPS calculation and the interest expense, net of tax, recorded in connection with the
Convertible Notes is added back to the numerator.

14. COMMITMENTS AND CONTINGENCIES

A summary of annual minimum contractual obligations and commitments as of March 31, 2019 is as follows:

Fiscal Year Ending March 31,
2020
2021
2022
2023
2024
Thereafter
Total

Software
Development
and Licensing

Marketing

Operating
Leases

Purchase
Obligations

183,309
120,008
114,734
56,884
51,792
55,792
582,519

52,953
28,830
28,661
78,100
24,600
49,200
262,344

28,365
27,882
26,272
23,787
16,474
82,570
205,350

23,707
9,559
5,063
623
484
—
39,436

Total

288,334
186,279
174,730
159,394
93,350
187,562
1,089,649

Software Development and Licensing Agreements: We make payments to third-party software developers that include
contractual payments to developers under several software development agreements that expire at various times through March
2025. Our aggregate outstanding software development commitments assume satisfactory performance by third-party software
developers. We also have licensing commitments that primarily consist of obligations to holders of intellectual property rights for
use of their trademarks, copyrights, technology or other intellectual property rights in the development of our products.

Marketing Agreements: We have certain minimum marketing support commitments where we commit to spend specified
amounts related to marketing our products. Marketing commitments expire at various times through September 2024 and primarily
reflect our agreements with major sports leagues and players' associations.

Operating Leases: Our offices are occupied under non-cancelable operating leases expiring at various times through
December 2032. We also lease certain furniture, equipment and automobiles under non-cancelable leases expiring through June
2023. Some of the leases have fixed rent increases and also include inducements to enter into the lease. The effect of such amounts
are deferred and recognized on a straight-line basis over the related lease term. Rent expense amounted to $29,204, $25,301 and
$19,545 for the fiscal years ended March 31, 2019, 2018 and 2017, respectively.

Purchase obligations: These obligations are primarily related to agreements to purchase services that are enforceable
and legally binding on us that specifies all significant terms, including fixed, minimum or variable pricing provisions; and the
approximate timing of the transactions, expiring at various times through March 2024.

Employee Savings Plans: For our United States employees we maintain a 401(k) retirement savings plan and trust. Our
401(k) plan is offered to all eligible employees and participants may make voluntary contributions. We also have various pension
plans for our non-U.S. employees, some of which are required by local laws, and allow or require Company contributions. Employer
contributions under all defined contribution and pension plans during the fiscal years ended March 31, 2019, 2018 and 2017 were
$10,881, $9,592 and $8,018, respectively.

Legal and Other Proceedings: We are, or may become, subject to demands and claims (including intellectual property
claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our
business or financial condition or results of operations. We have appropriately accrued amounts related to certain of these claims
and legal and other proceedings. While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in
our financial statements, we believe that such losses, unless otherwise disclosed, would not be material.

On February 7, 2019, all of the previously disclosed lawsuits, claims, and counterclaims that had been pending since
April 2016 with Mr. Leslie Benzies, the former president of one of our subsidiaries, were resolved. See Note 20 - Business
Reorganization.

15. INCOME TAXES

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (herein referred to as the "Act”). The Act made broad and complex changes to the U.S. tax code. The Act reduced the U.S.
federal corporate income tax rate from 35% to 21%, effective January 1, 2018 and required companies to pay a one-time transition
tax on the previously untaxed earnings of certain foreign subsidiaries. In addition, the Act made other changes, including, but not
limited to, (1) a Base Erosion Anti-abuse Tax ("BEAT"), which is a new minimum tax, (2) generally eliminating U.S. federal
income taxes on dividends from foreign subsidiaries, (3) a new provision that taxes global intangible low-taxed income ("GILTI"),
(4) the repeal of the domestic production activity deduction, and (5) other base broadening provisions. As of March 31, 2018, we
recognized a tax benefit of $6,202 due to the re-measurement of the deferred tax liability relating to indefinite lived intangibles
as a result of the reduced U.S. federal corporate income tax rate.

The SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act
("SAB 118"), which provides guidance on accounting for the Act’s impact. SAB 118 provides a measurement period, which should
not extend beyond one year from the Act enactment date, during which a company acting in good faith may complete the accounting
for the impact of the Act under ASC 740. In accordance with SAB 118, the income tax effects of the Act must be reflected in the
reporting period in which the accounting under ASC Topic 740 is complete. As of March 31, 2018, we recorded an estimated
increase to income tax expense of $18,078 related to the one-time transition tax on the previously untaxed earnings of certain
foreign subsidiaries as a result of the Act. The estimated increase was a result of transition tax of $26,649, offset by an increased
benefit from domestic production deductions and other tax credits. As of March 31, 2019, we completed the accounting and
recorded a decrease to income tax expense of $4,553 to adjust the provisional estimate related to the one-time transition tax on
the previously untaxed earnings of certain foreign subsidiaries as a result of the Act. The impact of the Act differs from these
estimates due to changes in interpretations and assumptions we have made, guidance that was issued, and actions taken as a result
of the Act.

Components of income before income taxes are as follows:

Domestic

Foreign
Income before income taxes

Fiscal Year Ended March 31,

2019
134,265

98,520
232,785

2018

2017

136,239

386
136,625

86,050
(9,085)
76,965

Provision for (benefit from) current and deferred income taxes consists of the following:

Current:

U.S. federal
U.S. state and local
Foreign

Total current income taxes
Deferred:

U.S. federal
U.S. state and local
Foreign

Total deferred income taxes
(Benefit from) Provision for income taxes

Fiscal Year Ended March 31,

2019

2018

2017

8,240
2,857
22,274
33,371

(128,317)
(9,157)
3,051
(134,423)
(101,052) $

(7,327) $
(1,266)
4,208
(4,385)

(13,530)
195
(19,188)
(32,523)
(36,908) $

19,271
2,521
(13,012)
8,780

969
2,395
(2,482)
882
9,662

A reconciliation of our effective tax rate to the U.S. statutory federal income tax rate is as follows:

U.S. federal statutory rate

State and local taxes, net of U.S. federal benefit
Foreign tax rate differential(1)
Foreign earnings
Tax credits(2)
Excess tax benefits from stock-based compensation(3)
One-time transition tax(4)
Domestic production deduction
Valuation allowance—domestic(5)
Valuation allowance—foreign

Change in reserves
Other(6)
Effective tax rate

Fiscal Year Ended
March 31,

2019

2018

2017

21.0 %

2.9 %
(9.0)%
5.1 %
(15.0)%
(5.7)%
(2.0)%
— %
(46.0)%
— %

1.3 %

4.0 %
(43.4)%

31.6 %

0.5 %

(6.9)%

1.2 %

(16.5)%

(38.9)%

19.5 %
(2.8)%

(0.5)%

(2.5)%

(11.0)%

(0.7)%

(27.0)%

35.0 %

4.9 %

(1.4)%

5.5 %

(45.8)%

—

—
(2.5)%

10.1 %

0.1 %

2.9 %

3.7 %

12.5 %

(1) The foreign rate differential in relation to foreign earnings, for all periods presented, are primarily driven by changes in the mix of our foreign earnings and
the difference in the foreign versus U.S. income tax rate.
(2) Tax benefits were recorded for fiscal years ended March 31, 2019, 2018, and 2017 attributable to certain tax credits related to software development
activities.
(3) The accounting for stock based compensation will increase or decrease our effective tax rate based upon the difference between our share-based
compensation expense and the deductions taken on our tax return, which depends upon the stock price at the time of employee award vesting.
(4) Represents the true-up related to the provisional estimate recorded in the fiscal year ended March 31, 2018 in accordance with SAB 118 for the one-time
transition tax on previously untaxed earnings of certain foreign subsidiaries.
(5) The change in domestic valuation allowance includes a reduction in our valuation allowance on certain U.S. deferred tax assets as a result of a
determination that it was more-likely-than-not that such deferred tax assets would be realized in the fiscal year ended March 31, 2019.
(6) Includes the effects from the Act, excluding the SAB 118 true-up relating to the one-time transition tax, which were not material

The effects of temporary differences that gave rise to our deferred tax assets and liabilities were as follows:

Deferred tax assets:

Accrued compensation expense
Equity-based compensation
Tax credit carryforward
Net operating loss carryforward
Deferred rent
Business reorganization
Deferred Revenue
Sales returns and allowances (including bad debt)
Other
Total deferred tax assets

Less: Valuation allowance
Net deferred tax assets
Deferred tax liabilities:

Capitalized software and depreciation
Intangible amortization
Deferred revenue
Convertible debt
Other
Total deferred tax liabilities

Net deferred tax asset / (liability) (1)

March 31,

2019

2018

113,517
82,720
72,408
27,498
5,965
158
—
—
411
302,677
(49,413)
253,264

(101,168)
(22,486)
(17,100)
—
(4,690)
(145,444)

107,820

94,919
78,293
64,175
35,378
5,729
16,369
42,426
575
1,145
339,009
(195,640)
143,369

(118,119)
(24,651)
—
(13)
(4,534)
(147,317)
(3,948)

(1) As of March 31, 2019, $134,732 is included in Deferred tax assets and $26,912 is included in Other long-term liabilities. As of March 31, 2018, $3,948 is
included in Other long-term liabilities.

We recognized a tax benefit of $107,132 from a reduction in our valuation allowance on certain U.S. deferred tax assets
as a result of a determination that it was more-likely-than-not that such deferred tax assets would be realized. Our determination
took into account that successful launch of Red Dead Redemption 2 during the fiscal 2019 along with our recent positive trend of
earnings.

The valuation allowance is primarily attributable to deferred tax assets for which no benefit is provided due to uncertainty
with respect to their realization. In the previous year, the net deferred tax liability is primarily the result of deferred tax liabilities
related to indefinite lived intangibles, which cannot be used to offset deferred tax assets, as well as deferred tax liabilities related
to intangibles as a result of the acquisition of Social Point.

At March 31, 2019, we had domestic net operating loss carryforwards totaling $47,520 of which $23,986 will expire in
2022 to 2027, $15,308 will expire from 2029 to 2032, and $8,226 will expire in 2038 to 2039. In addition, we had foreign net
operating loss carryforwards of $20,563, of which $4,494 will expire from 2023 to 2028 and the remainder may be carried forward
indefinitely.

At March 31, 2019, we had domestic credit carryforwards totaling $202,450, of which $115,008 expire in 2029 to 2039,

and the remainder may be carried forward indefinitely.

The total amount of undistributed earnings of foreign subsidiaries was approximately $410,095 at March 31, 2019 and
$314,800 at March 31, 2018. As of March 31, 2019, it is our intention to reinvest indefinitely undistributed earnings of our foreign
subsidiaries. Accordingly, no provision has been made for foreign withholding taxes or U.S. income taxes which may become
payable if undistributed earnings of foreign subsidiaries are repatriated. It is not practicable to estimate the tax liability that would
arise if these earnings were remitted.

We are regularly audited by domestic and foreign taxing authorities. Audits may result in tax assessments in excess of
amounts claimed and the payment of additional taxes. We believe that our tax return positions comply with applicable tax law and
that we have adequately provided for reasonably foreseeable assessments of additional taxes. Additionally, we believe that any
assessments in excess of the amounts provided for will not have a material adverse effect on the Consolidated Financial Statements.

It is possible that settlement of audits or the expiration of the statute of limitations may have an impact on our effective tax rate
in future periods.

We recognize interest and penalties related to uncertain tax positions in the provision for income taxes in our Consolidated
Statements of Operations. For the fiscal years ended March 31, 2019, 2018 and 2017, we recognized an increase in interest and
penalties of $232, $2,363 and $877, respectively. The gross amount of interest and penalties accrued as of March 31, 2019 and
2018 was $6,686 and $6,453, respectively.

As of March 31, 2019, we had gross unrecognized tax benefits, including interest and penalties, of $139,006, of which
$23,937 would affect our effective tax rate if realized. For the fiscal year ended March 31, 2019, gross unrecognized tax benefits
increased by $10,496.

We are no longer subject to audit for U.S. federal income tax returns for periods prior to our fiscal year ended March 31,
2016 and state income tax returns for periods prior to the fiscal year ended March 31, 2014. With few exceptions, we are no longer
subject to income tax examinations in non-U.S. jurisdictions for years prior to our fiscal year ended March 31, 2014. U.S. federal
taxing authorities have completed examinations of our income tax returns through the fiscal year ended March 31, 2015.

The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any,
upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although
potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that a reduction
of $11,117 of unrecognized tax benefits may occur within the next 12 months, some of which, depending on the nature of the
settlement or expiration of statutes of limitations, may affect our income tax provision and therefore benefit the resulting effective
tax rate. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements.

The aggregate changes to the liability for gross uncertain tax positions, excluding interest and penalties, were as follows:

Balance, beginning of period
Additions:

Current year tax positions
Prior year tax positions

Reduction of prior year tax positions
Lapse of statute of limitations
Balance, end of period

Fiscal Year Ended March 31,

2019
122,056

2018

2017

116,085

52,799

13,281
288
(1,700)
(1,605)
132,320

23,007
7,406
(436)
(24,006)
122,056

65,669
5,086
—
(7,469)
116,085

We believe that we have provided for any reasonably foreseeable outcomes related to our tax audits and that any settlement
will not have a material adverse effect on our consolidated financial statements. However, there can be no assurances as to the
possible outcomes.

16. STOCK-BASED COMPENSATION

Stock Incentive Plan

In September 2017, our stockholders approved our 2017 Stock Incentive Plan (the "2017 Plan"). The aggregate number
of shares issuable under the 2017 Plan is 7,596, subject to adjustment as set forth in the 2017 Plan, and, as of March 31, 2019,
there were approximately 5,426 shares available for issuance. The 2017 Plan is administered by the Compensation Committee of
the Board of Directors and allows for awards of restricted stock units and other stock-based awards of our common stock to
employees and non-employees, including to ZelnickMedia in connection with their contract to provide executive management
service to us. Subject to the provisions of the plans, the Board of Directors or any Committee appointed by the Board of Directors,
has the authority to determine the individuals to whom the equity awards are to be granted, the number of shares to be covered
by each equity award, the vesting period, restrictions, if any, on the equity award and the terms and conditions of the equity award.
Upon the vesting of certain stock-based awards, employees have the option to have us withhold shares to satisfy the employee's
federal and state tax withholding requirements.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense included in our Consolidated Statements of

Operations:

Cost of goods sold
Selling and marketing
General and administrative
Research and development
Business reorganization

Stock-based compensation expense before income taxes

Income tax benefit

Stock-based compensation expense, net of income tax benefit

Capitalized stock-based compensation expense

Fiscal Year Ended March 31,

2019
149,075
23,685
51,903
23,037
—

247,700
$
(48,383) $
199,317
$

2018
24,610
13,258
58,037
18,020
2,424

116,349

$
(3,561) $
$

112,788

2017
21,056
9,963
42,908
7,952
—

81,879
(1,552)
80,327

75,725

90,914

74,717

During the fiscal year ended March 31, 2019, the forfeiture of awards resulted in the reversal of expense of $5,784 and
amounts capitalized as software development costs of $17,504. During the fiscal year ended March 31, 2018, the forfeiture of
awards resulted in the reversal of expense of $17,069 and amounts capitalized as software development costs of $53,779.

As of March 31, 2019, the total future unrecognized compensation cost related to outstanding unvested restricted stock
was $345,858 and will be either recognized as compensation expense over a weighted-average period of approximately 2.9 years or
capitalized as software development costs.

For the fiscal years ended March 31, 2019, 2018 and 2017, the weighted average fair values of restricted stock units that

vested were $264,162, $268,570 and $137,130, respectively.

Restricted Stock Units

Employee Awards

Time-based restricted stock units granted to employees under our stock-based compensation plans generally vest either
annually or quarterly over 3 years from the date of grant. Certain restricted stock units granted to key officers, senior-level
employees, or key employees vest based on market conditions, primarily related to the performance of the price of our common
stock. Certain restricted stock units granted to key officers, senior-level employees, or key employees vest based on performance
conditions, primarily related to performance metrics around certain of our titles.

ZelnickMedia Non-Employee Awards

In connection with the 2014 Management Agreement and the 2017 Management Agreement, we granted restricted stock

units to ZelnickMedia (see Note 3 - Management Agreement) as follows:

Time-based
Market-based(1)
Performance-based(1)

New IP
Major IP
IP
Recurrent Consumer Spending ("RCS")

Total-Performance-based
Total Restricted Stock Units
(1) Represents the maximum number of shares eligible to vest.

Fiscal Year Ended
March 31,

2019

2018

86
158

—
—
27
26
53
297

66
122

21
20
—
—
41
229

Time-based restricted stock units granted in fiscal 2019 will vest on April 13, 2020, provided that the 2017 Management

Agreement has not been terminated prior to such vesting date, and those granted in fiscal 2018 vested on April 4, 2019.

Market-based restricted stock units granted in fiscal 2019 are eligible to vest on April 13, 2020, provided that the 2017
Management Agreement has not been terminated prior to such vesting date, and those granted in fiscal 2018 vested on April 4,
2019. Market-based restricted stock units are eligible to vest based on our Total Shareholder Return (as defined in the relevant
grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that
constitute the NASDAQ Composite Index as of the grant date measured over a two-year period. To earn the target number of
market-based restricted stock units (which represents 50% of the number of the market-based restricted stock units set forth in
the table above), the Company must perform at the 50th percentile, with the maximum number of market-based restricted stock
units earned if the Company performs at least at the 75th percentile.

Performance-based restricted stock units granted in fiscal 2019 are eligible to vest on April 13, 2020, provided that the
2017 Management Agreement has not been terminated prior to such vesting date, and those granted in fiscal 2018 vested on April
4, 2019. The performance-based restricted stock units granted in fiscal 2018, of which 50% are tied to "New IP" and 50% to "Major
IP" (as defined in the relevant grant agreement), were eligible to vest based on the Company's achievement of certain performance
metrics (as defined in the relevant grant agreement) of individual product releases of "New IP" or "Major IP", respectively, measured
over a two-year period. The performance-based restricted stock units granted in fiscal 2019, of which 50% are tied to "IP" and
50% to "RCS" (as defined in the relevant grant agreement), are eligible to vest based on the Company's achievement of certain
performance metrics (as defined in the relevant grant agreement) of either (a) individual product releases of "IP" or (b) "RCS"
measured over a two-year period. The target number of performance-based restricted stock units that may be earned pursuant to
these grants is equal to 50% of the grant amounts set forth in the above table (the numbers in the table represent the maximum
number of performance-based restricted stock units that may be earned). At the end of each reporting period, we assess the
probability of each performance metric and upon determination that certain thresholds are probable, we record expense for the
unvested portion of the shares of performance-based restricted stock units. Certain performance metrics have been achieved as of
March 31, 2019 for the "Major IP," "IP," and "RCS" performance-based restricted stock units granted in fiscal 2018 and fiscal
2019.

The unvested portion of time-based, market-based and performance-based restricted stock units held by ZelnickMedia
as of March 31, 2019 and 2018 were 526 and 602, respectively. During the fiscal year ended March 31, 2019, 340 restricted stock
units previously granted to ZelnickMedia vested and 33 restricted stock units were forfeited by ZelnickMedia.

Fair Value of Stock-Based Awards

Time-Based Awards

The estimated value, based on the closing price of our stock on the grant date, of time-based restricted stock units granted
to employees during the fiscal years ended March 31, 2019, 2018 and 2017 was $103.79, $106.28 and $49.43 per share, respectively.

For the fiscal years ended March 31, 2019, 2018 and 2017, the estimated value, based on the closing price of our stock
on the grant date, of time-based restricted stock awards granted to ZelnickMedia was $97.19, $78.53 and $36.37 per share,
respectively.

The following table summarizes the activity in non-vested restricted stock units to employees and ZelnickMedia under
our stock-based compensation plans with time-based restricted stock awards presented at 100% of target number of shares that
may potentially vest:

Non-vested restricted stock units at March 31, 2016
Granted
Vested
Forfeited
Non-vested restricted stock units at March 31, 2017
Granted
Vested
Forfeited
Non-vested restricted stock units at March 31, 2018
Granted
Vested
Forfeited
Non-vested restricted stock units at March 31, 2019

Market-Based Awards

Shares
(in thousands)

Weighted
Average Fair
Value on
Grant Date

$
4,444
800
$
(2,167) $
(54) $
$
3,023
3,480
$
(2,124) $
(1,053) $
$
3,326
995
$
(1,293) $
(425) $
$
2,603

22.74
42.78
21.71
29.87
28.65
102.37
25.94
109.73
81.85
103.22
65.99
101.38
95.35

The following table summarizes the weighted-average assumptions used in the Monte Carlo Simulation to estimate the

fair value of market-based awards:

Risk-free interest rate
Expected stock price volatility
Expected service period (years)
Dividends

Fiscal Year Ended March 31,

2019

2018

2017

Employee
Market-Based
2.6%
34.9%
1.5

Non-Employee
Market-Based
2.4%
31.4%
1.0

Employee
Market-Based
1.4%
28.4%
1.5

Non-Employee
Market-Based
2.1%
35.5%
1.0

Employee
Market-Based
0.9%
31.2%
1.5

Non-Employee
Market-Based
0.7%
30.1%
1.0

None

The estimated value of market-based restricted stock awards granted to employees during the fiscal years ended March 31,
2019, 2018, and 2017 was $150.91, $141.78, and $63.60 per share, respectively. For the fiscal years ended March 31, 2019, 2018,
and 2017, the estimated value of the market-based restricted stock awards granted to ZelnickMedia was $119.21, $185.66, and
$51.92 per share, respectively.

The following table summarizes the activity in non-vested restricted stock units to employees and ZelnickMedia under
our stock-based compensation plans with market-based restricted stock awards presented at 100% of target number of shares that
may potentially vest:

Performance-Based Awards

Shares
(in thousands)

Weighted
Average Fair
Value on
Grant Date

$
1,782
328
$
(970) $
(5) $
$
1,135
614
$
(1,100) $
(3) $
$
646
521
$
(695) $
(6) $
$

466

23.19
60.06
27.76
38.38
45.05
81.20
33.97
55.91
79.80
90.73
52.67
101.72
123.72

The estimated value of performance-based restricted stock awards granted to employees during the fiscal year ended
March 31, 2019 and 2018 was $100.29 and $102.57, respectively. None were granted to employees during the fiscal year ended
March 31, 2017. For the fiscal years ended March 31, 2019, 2018, and 2017, the estimated value of the performance-based restricted
stock awards granted to ZelnickMedia was $97.19, $97.78, and $59.27 per share, respectively.

The following table summarizes the activity in non-vested restricted stock units to employees and ZelnickMedia under
our stock-based compensation plans with performance restricted stock awards presented at 100% of target number of shares that
may potentially vest:

Employee Stock Purchase Plans

Shares
(in thousands)

Weighted
Average Fair
Value on
Grant Date

$
179
33
$
(83) $
(28) $
$
101
$
3,945
(47) $
(573) $
$
3,426
101
$
(455) $
(72) $
$

3,000

14.45
36.37
21.92
22.35
24.64
101.30
27.65
104.37
100.15
62.99
103.95
61.88
99.37

In September 2017, our stockholders approved our 2017 Global Employee Stock Purchase Plan as amended and restated
("ESPP"). The maximum aggregate number of shares of common stock that may be issued under the plan is 9,000, and as of March
31, 2019, there were approximately 8,943 shares available for issuance. The ESPP is administered by the Compensation Committee
of the Board of Directors and allows for eligible employees an option to purchase shares of our common stock, which the employee
may or may not exercise during an offering period. Eligible employees may authorize payroll deductions of between 1% and 10%

of their compensation to purchase shares of common stock at 85% of the lower of the market price of our common stock on the
date of commencement of the applicable offering period or on the last day of each six-month purchase period.

The fair value is determined using the Black-Scholes valuation model. Key assumptions of the Black-Scholes valuation
model are the risk-free interest rate, expected volatility, expected term and expected dividends. The risk-free interest rate is based
on U.S. Treasury yields in effect at the time of grant for the expected term of the option. Expected volatility is based on a combination
of historical stock price volatility and implied volatility of publicly-traded options on our common stock. Expected term is
determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected
exercise behavior. The following table summarizes the assumptions used in the Black-Scholes valuation model to value our
purchase rights for the fiscal year ended March 31, 2019:

Risk-free interest rate
Expected stock price volatility
Expected service period (years)
Dividends

Fiscal Year Ended
March 31,

2019
2.1% - 2.5%
39.1% - 40.0%
0.5
None

For the fiscal year ended March 31, 2019, our employees purchased 57 shares for $5,069 with a weighted-average fair

value of $88.66.

17. SHARE REPURCHASE PROGRAM

Our Board of Directors has authorized the repurchase of up to 14,218 shares of our common stock. Under this program,
we may purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated
transactions, in accordance with applicable securities laws. Repurchases are subject to the availability of stock, prevailing market
conditions, the trading price of the stock, our financial performance and other conditions. The program does not require us to
repurchase shares and may be suspended or discontinued at any time for any reason.

During the fiscal years ended March 31, 2019, 2018, and 2017 we repurchased 3,716, 1,513, and 0 shares of our common
stock in the open market, respectively, for $362,429, $154,808, and $0, respectively, including commissions of $37, $16 and $0,
respectively as part of the program. As of March 31, 2019, we had repurchased a total of 10,400 shares of our common stock under
the program, and 3,818 shares of our common stock remained available for repurchase under the share repurchase program.

All of the repurchased shares are classified as Treasury stock in our Consolidated Balance Sheets.

18. INTEREST AND OTHER, NET

Interest income

Interest expense

Foreign currency exchange (loss) gain

Other

Interest and other, net

Fiscal Year Ended March 31,

2019

2018

2017

38,019
(8,032)
(505)
(3,369)
26,113

21,264
(22,269)
(3,038)
5,091

1,048

7,869
(29,569)
4,990

1,020
(15,690)

19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table provides the components of accumulated other comprehensive income (loss):

Balance at March 31, 2017

Foreign
currency
translation
adjustments
$ (47,666) $

Unrealized
gain
(loss) on
derivative
instruments
600

Unrealized
gain (loss)
on cross-
currency
swap

Unrealized
gain
(loss) on
available-
for-sales
securities

Total

— $

(76) $ (47,142)

Other comprehensive income (loss) before reclassifications

43,379

— (15,659)

(1,778)

25,942

Amounts reclassified from accumulated other comprehensive
income (loss)

Tax effect on cross-currency swap

Balance at March 31, 2018

—

7,506

(2,038)

—

7,506

(2,038)

(4,287) $

600

$ (10,191) $ (1,854) $ (15,732)

Other comprehensive income (loss) before reclassifications

(28,803)

Amounts reclassified from accumulated other comprehensive
income (loss)

Tax effect on cross-currency swap

Balance at March 31, 2019

20. BUSINESS REORGANIZATION

—

$ (33,090) $

—

763

2,440

(25,600)

3,726

—
600

417
$ (5,285) $

—

—
586

3,726

417
$ (37,189)

In the first quarter of fiscal 2018, we announced and initiated actions to implement a strategic reorganization at one of
our labels (the "2018 Plan"). In the fourth quarter of fiscal 2018, we announced and initiated a second phase of the 2018 plan. In
connection with both phases of this initiative, we incurred business reorganization expenses of $972 and $14,742 during the fiscal
year ended March 31, 2019 and 2018, respectively, due primarily to employee separation costs. Through March 31, 2019, we had
paid $9,502 related to these reorganization activities. As of March 31, 2019, $0 remained accrued for in Accrued expenses and
other current liabilities and $6,214 in Other non-current liabilities. Although we may record additional expense or benefit in future
periods to true-up estimates, we do not expect to incur additional reorganization in connection with the 2018 Plan.

In fiscal 2016, we announced and initiated actions to implement a strategic reorganization at one of our labels (the "2016
Plan"), including reorganizing one development studio and closing two development studios. During fiscal 2016, we incurred
business reorganization expenses of $71,285 due primarily to employee separation costs in connection with this initiative and did
not incur expenses in fiscal 2017 or 2018. During fiscal 2019, we recognized a benefit of $5,930 as a result of updating our estimate
of costs to complete the plan. Through March 31, 2019 and 2018, we had paid $65,355 and $5,350, respectively, related to these
reorganization activities. As of March 31, 2019, the 2016 Plan was completed and no further amounts remain accrued or are
expected to be incurred.

21. SUPPLEMENTARY FINANCIAL INFORMATION

The following table provides details of our valuation and qualifying accounts:

Fiscal Year Ended March 31, 2019
Valuation allowance for deferred income taxes(1)
Allowance for doubtful accounts(2)

Fiscal Year Ended March 31, 2018

Valuation allowance for deferred income taxes

$ 184,085

Price protection, sales returns and other allowances

Allowance for doubtful accounts

Total accounts receivable allowances

Fiscal Year Ended March 31, 2017

Beginning
Balance

Additions

Deductions

Other

Ending
Balance

$ 195,640

11,850

(107,133)

(50,944) $

49,413

1,247

651

65,114

1,369

11,555

59,674

—

(74,936)
(122)

(903)

995

— $ 195,640

3,191

53,043

—

1,247

66,483

59,674

$ (75,058) $

3,191

54,290

Valuation allowance for deferred income taxes

$ 170,574

13,511

—

— $ 184,085

Price protection, sales returns and other allowances

Allowance for doubtful accounts

Total accounts receivable allowances

45,153

127,744

399

974

(100,934)
(4)

(6,849) $
—

65,114

1,369

45,552

$ 128,718

$ (100,938) $

(6,849) $

66,483

(1) Amount categorized as Other represents a reduction to the valuation allowance included in the cumulative effect of initially applying the New Revenue
Accounting Standard as an adjustment to the opening balance of retained earnings, due to revenues that were previously deferred being accelerated to retained
earnings, for which a timing difference exists for accounting and tax purposes.
(2) Under the New Revenue Accounting Standard, Price protection, sales returns and other allowances are considered refund liabilities and are reported within
Accrued expenses and other current liabilities on our Consolidated Balance Sheet and are no longer considered accounts receivable allowance as they were
under ASC 605.

22. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following tables set forth quarterly supplementary data for each of the years in the two-year period ended March 31,

2019:

Fiscal Year Ended March 31, 2019
Net revenue
Gross profit
Income from operations
Net income
Earnings per share:

Basic earnings per share
Diluted earnings per share

Fiscal Year Ended March 31, 2018
Net revenue
Gross profit
Income (loss) from operations
Net (loss) income
Earnings (loss) per share:

Basic earnings (loss) per share
Diluted earnings (loss) per share

Quarter

Second

492,667
257,787
25,986
25,367

0.22
0.22

$
$

Third
1,248,738
350,254
51,779
179,948

1.59
1.57

Quarter

Second

Third

443,562
197,014
(11,319)
(2,736) $

480,840
212,857
8,852
25,140

(0.03) $
(0.03) $

0.22
0.21

$
$

Fourth

539,007
280,092
58,061
56,829

0.50
0.50

Fourth

450,274
261,063
87,825
90,853

0.80
0.77

First
387,982
256,617
70,846
71,693

0.63
0.62

First
418,216
223,647
50,219
60,276

0.57
0.56

$
$

Basic and diluted earnings (loss) per share are computed independently for each of the quarters presented. Therefore, the
sum of quarterly basic and diluted earnings (loss) per share information may not equal annual basic and diluted earnings per share.

23. ACQUISITIONS

On January 31, 2017, we completed the acquisition of privately-held Social Point, S.L. (“Social Point”), a Spanish free-
to-play mobile game developer, for consideration of $175,000 in cash and the issuance of 1,480 shares of our common stock, plus
contingent earn-out consideration of up to an aggregate of $25,900 in cash and shares of our common stock. During the fiscal year
ended March 31, 2019, we paid the remaining $25,000 deferred amounts related to this acquisition. The cash portion was funded
from our cash on hand. Certain of the shares that were issued to continuing employees are subject to transferability restrictions
and forfeiture provisions requiring their continued employment subject to certain exceptions over the three-year period following
the closing and are therefore considered share-based compensation over the service period. We acquired Social Point to leverage
its strong portfolio of technology, assembled workforce, and existing free-to-play mobile games in order to expand and enhance
our game offerings, particularly on mobile platforms.

The acquisition-date fair value of the consideration transferred totaled $238,736. Of this amount, $143,566 was recorded
as Goodwill, $111,550 was recorded as Intangible assets, and $(16,380) was recorded as Tangible assets, net of liabilities assumed
from Social Point. Goodwill, which is not deductible for U.S. income tax purposes, represents the excess of the purchase price
over the fair value of the net tangible and intangible assets acquired, and is primarily attributable to the assembled workforce of
the acquired business and expected synergies at the time of the acquisition.

During the fiscal year ended March 31, 2018, we recorded adjustments to finalize the purchase accounting of the Social
Point acquisition, which resulted in a net increase in Goodwill of $4,245 and a corresponding decrease in Tangible net liabilities
assumed. The measurement period for the contingent consideration has expired, and we have not made any payments for contingent
consideration.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

TAKE-TWO INTERACTIVE SOFTWARE, INC.

By:

/s/ STRAUSS ZELNICK
Strauss Zelnick
Chairman and Chief Executive Officer

May 13, 2019

POWER OF ATTORNEY

Each individual whose signature appears below constitutes and appoints Strauss Zelnick and Lainie Goldstein and each of them,
his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same,
with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute
or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the date indicated.

Signature

Title

Date

/s/ STRAUSS ZELNICK
Strauss Zelnick

/s/ LAINIE GOLDSTEIN
Lainie Goldstein

/s/ MICHAEL DORNEMANN
Michael Dornemann

/s/ J MOSES
J Moses

/s/ MICHAEL SHERESKY
Michael Sheresky

/s/ LAVERNE SRINIVASAN
LaVerne Srinivasan

/s/ SUSAN TOLSON
Susan Tolson

/s/ PAUL VIERA
Paul Viera

Chairman and Chief Executive Officer
(Principal Executive Officer)

May 13, 2019

Chief Financial Officer (Principal Financial
and Accounting Officer)

May 13, 2019

Lead Independent Director

May 13, 2019

Director

May 13, 2019

Subsidiaries of Take-Two Interactive Software, Inc.

Exhibit 21.1

Name
2K Czech, s.r.o.
2K Games (Chengdu) Co., Ltd.
2K Games (Shanghai) Co., Ltd.
2K Games, Inc.
2K, Inc.
2K Marin, Inc.
2K Play, Inc.
2K Games Songs LLC
2K Games Sounds LLC
2K Games Tunes LLC
2K Studios Montreal, Inc.
2K Vegas, Inc.
2KSports, Inc.
A.C.N. 617 406 550 Pty Ltd.
A.C.N. 633 146 291 Pty Ltd.
Cat Daddy Games, L.L.C.
DMA Design Holdings Limited
Double Take LLC
Firaxis Games, Inc.
Frog City Software, Inc.
Gathering of Developers, Inc.
Gearhead Entertainment, Inc.
Glennco Games, LLC
Hangar 13 UK Limited
Indie Built, Inc.
Inventory Management Systems, Inc.
Ghost Story Games, LLC
Joytech Europe Limited
Joytech Ltd.
Kush Games, Inc.
Maxcorp Ltd.
Parrot Games, S.L.U.
Rockstar Events Inc.
Rockstar Games, Inc.
Rockstar Games Songs LLC
Rockstar Games Sounds LLC
Rockstar Games Toronto ULC
Rockstar Games Tunes LLC
Rockstar Games Vancouver ULC
Rockstar Interactive India LLP
Rockstar International Limited
Rockstar Leeds Limited

Jurisdiction of Incorporation

Czech Republic
China
China
Delaware
New York
Delaware
Delaware
Delaware
Delaware
Delaware
Quebec
Delaware
Delaware
Australia
Australia
Washington
United Kingdom
Delaware
Delaware
Delaware
Texas
Pennsylvania
Delaware
United Kingdom
Delaware
Delaware
Delaware
United Kingdom
Hong Kong
California
Bermuda
Spain
New York
Delaware
Delaware
Delaware
British Columbia
Delaware
British Columbia
India
United Kingdom
United Kingdom

Name
Rockstar Lincoln Limited
Rockstar London Limited
Rockstar New England, Inc.
Rockstar North Limited
Rockstar San Diego, Inc.
Social Point, K.K.
Social Point, S.L.
T2 Developer, Inc.
Take 2 Interactive Software Pty. Ltd.
Take 2 Productions, Inc.
Take-Two Asia Pte. Ltd.
Take-Two Chile SpA
Take-Two Contracting, LLC
Take-Two Esports Holdings, LLC
Take-Two Europe (Holdings) Limited
Take-Two GB Limited.
Take-Two Holdings III LLC
Take-Two Holdings II LLC
Take Two Holdings LLC
Take-Two Hong Kong Limited
Take-Two Interactive Benelux B.V.
Take-Two Interactive Canada Holdings, Inc.
Take-Two Interactive Canada, Inc.
Take-Two Interactive Espana S.L.
Take-Two Interactive France SAS
Take-Two Interactive GmbH
Take-Two Interactive Japan G.K.
Take-Two Interactive Korea Ltd.
Take-Two Interactive Software Europe Limited
Take-Two Interactive Software UK Limited
Take-Two International B.V.
Take-Two International Holdings L.P.
Take-Two Invest Espana, S.L.
Take-Two Talent, LLC
Take-Two UK Holdings Limited
Take-Two Vegas, LLC
Take Two International GmbH
Talonsoft, Inc.
Techcorp Ltd.
Venom Games Limited
Visual Concepts China Co., Ltd.
Visual Concepts Entertainment
Visual Concepts Hungary Kft
VLM Entertainment Group, Inc.
WC Holdco, Inc.

Jurisdiction of Incorporation

United Kingdom
United Kingdom
Delaware
United Kingdom
Virginia
Japan
Spain
Delaware
Australia
Delaware
Singapore
Chile
Delaware
Delaware
United Kingdom
United Kingdom
Delaware
Delaware
Delaware
Hong Kong
Netherlands
Ontario
Ontario
Spain
France
Germany
Japan
South Korea
United Kingdom
United Kingdom
Netherlands
Cayman Islands
Spain
Delaware
United Kingdom
Delaware
Switzerland
Delaware
Hong Kong
United Kingdom
China
California
Hungary
Delaware
New York

TAKE TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification

Exhibit 31.1

I, Strauss Zelnick, certify that:

I have reviewed this Annual Report on Form 10-K of Take-Two Interactive Software, Inc. (the “registrant”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and

b)
in the registrant’s internal control over financial reporting.

Any fraud, whether or not material, that involves management or other employees who have a significant role

May 13, 2019

/s/ STRAUSS ZELNICK
Strauss Zelnick
Chairman and Chief Executive Officer

TAKE TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CERTIFICATION OF CHIEF FINANCIAL OFFICER
Section 302 Certification

Exhibit 31.2

I, Lainie Goldstein, certify that:

I have reviewed this Annual Report on Form 10-K of Take-Two Interactive Software, Inc. (the “registrant”);

b)
in the registrant’s internal control over financial reporting.

Any fraud, whether or not material, that involves management or other employees who have a significant role

May 13, 2019

/s/ LAINIE GOLDSTEIN
Lainie Goldstein
Chief Financial Officer

TAKE TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.1

In connection with the Annual Report of Take-Two Interactive Software, Inc. (the “Company”) on Form 10-K for the period
ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Strauss
Zelnick, as Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

(2)

May 13, 2019

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

/s/ STRAUSS ZELNICK
Strauss Zelnick
Chairman and Chief Executive Officer

TAKE TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.2

In connection with the Annual Report of Take-Two Interactive Software, Inc. (the “Company”) on Form 10-K for the period
ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lainie
Goldstein, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

(2)

May 13, 2019

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

/s/ LAINIE GOLDSTEIN
Lainie Goldstein
Chief Financial Officer

$1.57 BILLION

OFFICERS

CORPORATE OFFICES

CORPORATE INFORMATION

STRAUSS ZELNICK
Chairman and
Chief Executive Officer

KARL SLATOFF
President

LAINIE GOLDSTEIN
Chief Financial Officer

DANIEL P. EMERSON
Executive Vice President and
Chief Legal Officer

BOARD OF DIRECTORS

STRAUSS ZELNICK
Chairman

MICHAEL DORNEMANN
Lead Independent Director

J MOSES
MICHAEL SHERESKY
LaVERNE SRINIVASAN
SUSAN TOLSON
PAUL VIERA

CORPORATE HEADQUARTERS
Take-Two Interactive Software, Inc.
110 West 44th Street
New York, NY 10036
(646) 536-2842

Take-Two Interactive
Software Europe, Ltd.
Saxon House
2-4 Victoria Street
Windsor, Berkshire SL4 1EN

Take-Two Asia Pte. Ltd.
47 Scotts Road
#11-01 Goldbell Towers
Singapore 228233

PRINCIPAL OPERATING OFFICES

Rockstar Games, Inc.
622 Broadway
New York, NY 10012

2K Games, Inc.
2K Sports, Inc.
10 Hamilton Landing
Novato, CA 94949

STOCKHOLDER INFORMATION
A copy of the Company’s Annual
Report on Form 10-K, as filed with the
Securities and Exchange
Commission, will be furnished
without charge upon written
request to Investor Relations at
the Corporate Headquarters.

INVESTOR RELATIONS
IR@take2games.com

INDEPENDENT AUDITORS
Ernst & Young LLP
5 Times Square
New York, NY 10036

TRANSFER AGENT
American Stock Transfer
& Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219

COMMON STOCK INFORMATION
The Company’s common
stock is listed on the NASDAQ
Global Select Market under
the symbol TTWO.

www.take2games.com

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TAKE-TWO INTERACTIVE SOFTWARE, INC.
110 West 44th Street
New York, NY 10036
(646) 536-2842