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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/16 Take Two Interactive Software Inc 10-K 3/31/16 112:14M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.38M
2: EX-10.45 Material Contract HTML 127K
3: EX-10.47 Material Contract HTML 68K
4: EX-10.48 Material Contract HTML 91K
5: EX-10.49 Material Contract HTML 129K
6: EX-10.50 Material Contract HTML 45K
7: EX-21.1 Subsidiaries List HTML 48K
8: EX-23.1 Consent of Experts or Counsel HTML 31K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
19: R1 Document and Entity Information HTML 57K
20: R2 Consolidated Balance Sheets HTML 121K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
22: R4 Consolidated Statements of Operations HTML 100K
23: R5 Consolidated Statements of Comprehensive (Loss) HTML 65K
Income
24: R6 Consolidated Statements of Cash Flows HTML 156K
25: R7 Consolidated Statements of Stockholders' Equity HTML 117K
26: R8 Consolidated Statements of Stockholders' Equity HTML 33K
(Parenthetical)
27: R9 Basis of Presentation and Significant Accounting HTML 107K
Policies
28: R10 Management Agreement HTML 34K
29: R11 Fair Value Measurements HTML 120K
30: R12 Short-Term Investments HTML 131K
31: R13 Derivative Instruments and Hedging Activities HTML 49K
32: R14 Inventory HTML 50K
33: R15 Software Development Costs and Licenses HTML 90K
34: R16 Fixed Assets, Net HTML 62K
35: R17 Goodwill and Intangible Assets, Net HTML 99K
36: R18 Accrued Expenses and Other Current Liabilities HTML 56K
37: R19 Long-Term Debt HTML 162K
38: R20 (Loss) Earnings Per Share ("Eps") HTML 140K
39: R21 Commitments and Contingencies HTML 104K
40: R22 Income Taxes HTML 251K
41: R23 Stock-Based Compensation HTML 159K
42: R24 Share Repurchase Program HTML 33K
43: R25 Segment and Geographic Information HTML 166K
44: R26 Interest and Other, Net HTML 56K
45: R27 Accumulated Other Comprehensive (Loss) Income HTML 79K
46: R28 Business Reorganization HTML 34K
47: R29 Supplementary Financial Information HTML 179K
48: R30 Quarterly Financial Information (Unaudited) HTML 85K
49: R31 Basis of Presentation and Significant Accounting HTML 187K
Policies (Policies)
50: R32 Basis of Presentation and Significant Accounting HTML 46K
Policies (Tables)
51: R33 Fair Value Measurements (Tables) HTML 111K
52: R34 Short-Term Investments (Tables) HTML 131K
53: R35 Derivative Instruments and Hedging Activities HTML 43K
(Tables)
54: R36 Inventory (Tables) HTML 48K
55: R37 Software Development Costs and Licenses (Tables) HTML 91K
56: R38 Fixed Assets, Net (Tables) HTML 60K
57: R39 Goodwill and Intangible Assets, Net (Tables) HTML 103K
58: R40 Accrued Expenses and Other Current Liabilities HTML 55K
(Tables)
59: R41 Long-Term Debt (Tables) HTML 145K
60: R42 (Loss) Earnings Per Share ("Eps") (Tables) HTML 137K
61: R43 Commitments and Contingencies (Tables) HTML 95K
62: R44 Income Taxes (Tables) HTML 253K
63: R45 Stock-Based Compensation (Tables) HTML 152K
64: R46 Segment and Geographic Information (Tables) HTML 166K
65: R47 Interest and Other, Net (Tables) HTML 55K
66: R48 Accumulated Other Comprehensive (Loss) Income HTML 76K
(Tables)
67: R49 Supplementary Financial Information (Tables) HTML 178K
68: R50 Quarterly Financial Information (Unaudited) HTML 83K
(Tables)
69: R51 Basis of Presentation and Significant Accounting HTML 34K
Policies - Wholly Owned Labels (Details)
70: R52 Basis of Presentation and Significant Accounting HTML 60K
Policies - Concentration Risk (Details)
71: R53 Basis of Presentation and Significant Accounting HTML 45K
Policies - Fixed Assets (Details)
72: R54 Basis of Presentation and Significant Accounting HTML 59K
Policies - Revenue Recognition (Details)
73: R55 Basis of Presentation and Significant Accounting HTML 32K
Policies - Intangible Assets and Advertising
(Details)
74: R56 Basis of Presentation and Significant Accounting HTML 35K
Policies - Recently Issued Accounting
Pronouncements (Details)
75: R57 Basis of Presentation and Significant Accounting HTML 42K
Policies - Debt Issue Cost (Details)
76: R58 Management Agreement (Details) HTML 46K
77: R59 Fair Value Measurements - Assets Measured at Fair HTML 64K
Value (Details)
78: R60 Fair Value Measurements - Debt (Details) HTML 39K
79: R61 Short-Term Investments (Details) HTML 65K
80: R62 Derivative Instruments and Hedging Activities HTML 36K
(Details)
81: R63 Inventory (Details) HTML 39K
82: R64 Software Development Costs and Licenses (Details) HTML 55K
83: R65 Fixed Assets, Net (Details) HTML 52K
84: R66 Goodwill and Intangible Assets, Net (Details) HTML 65K
85: R67 Accrued Expenses and Other Current Liabilities HTML 48K
(Details)
86: R68 Long-Term Debt - Credit Agreement (Details) HTML 81K
87: R69 Long Term Debt - Convertible Notes (Details) HTML 173K
88: R70 (Loss) Earnings Per Share ("Eps") (Details) HTML 84K
89: R71 Commitments and Contingencies - Annual Minimum HTML 115K
Obligations (Details)
90: R72 Commitments and Contingencies - Contingent HTML 32K
Consideration (Details)
91: R73 Commitments and Contingencies - Savings Plans and HTML 37K
Income Taxes (Details)
92: R74 Income Taxes - Current Income Tax (Details) HTML 107K
93: R75 Income Taxes - Deferred Taxes (Details) HTML 88K
94: R76 Income Taxes - Loss Carryforwards (Details) HTML 58K
95: R77 Income Taxes - Uncertain Tax Positions (Details) HTML 49K
96: R78 Stock-Based Compensation - 2009 Plan (Details) HTML 35K
97: R79 Stock-Based Compensation - Stock-Based HTML 45K
Compensation Expense (Details)
98: R80 Stock-Based Compensation - Management Agreement HTML 46K
(Details)
99: R81 Stock-Based Compensation - Restricted Stock HTML 141K
(Details)
100: R82 Share Repurchase Program (Details) HTML 49K
101: R83 Segment and Geographic Information - Revenue and HTML 58K
Operating Income Reconciliation (Details)
102: R84 SEGMENT AND GEOGRAPHIC INFORMATION - REVENUE BY HTML 47K
GEOGRAPHIC REGION (Detail)s
103: R85 Segment and Geographic Information - Revenue by HTML 41K
Product Platform (Details)
104: R86 Segment and Geographic Information - Revenue by HTML 41K
Distribution Channel (Details)
105: R87 Interest and Other, Net (Details) HTML 39K
106: R88 Accumulated Other Comprehensive (Loss) Income HTML 49K
(Details)
107: R89 Business Reorganization (Details) HTML 37K
108: R90 Supplementary Financial Information (Details) HTML 58K
109: R91 Quarterly Financial Information (Unaudited) HTML 54K
(Details)
111: XML IDEA XML File -- Filing Summary XML 197K
110: EXCEL IDEA Workbook of Financial Reports XLSX 123K
13: EX-101.INS XBRL Instance -- ttwo-20160331 XML 4.48M
15: EX-101.CAL XBRL Calculations -- ttwo-20160331_cal XML 314K
18: EX-101.DEF XBRL Definitions -- ttwo-20160331_def XML 754K
16: EX-101.LAB XBRL Labels -- ttwo-20160331_lab XML 1.96M
17: EX-101.PRE XBRL Presentations -- ttwo-20160331_pre XML 1.29M
14: EX-101.SCH XBRL Schema -- ttwo-20160331 XSD 249K
112: ZIP XBRL Zipped Folder -- 0001047469-16-013278-xbrl Zip 274K
EXHIBIT 10.48
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
AMENDMENT TO THE
XBOX ONE PUBLISHER LICENSE AGREEMENT
(European Sales Territory, Demos, Trials, Software Title Parity, Platform Royalties, and Xbox Live Incentive Program)
This Amendment to the Xbox One Publisher License Agreement (this “Amendment”) is effective as of [***] (the “Amendment Effective Date”) by and between Microsoft Corporation, a Washington corporation (“Microsoft”), and Take-Two Interactive Software, Inc. (“Publisher”), and supplements that certain Xbox One Publisher License Agreement between the parties dated as of [***], as amended (the “Xbox One PLA”).
RECITALS
A. Microsoft and Publisher entered into the Xbox One PLA to establish the terms under which Publisher may publish video games for Microsoft’s Xbox One video game system.
B. The parties now wish to amend certain terms of the Xbox One PLA as set forth below.
Accordingly, for and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which each party hereby acknowledges, Microsoft and Publisher agree as follows:
1. European Sales Territory. Israel, Saudi Arabia, and Turkey are added to the definition of European Sales Territory. Section 2.25 of the Xbox One PLA shall be deleted in its entirety and replaced with the following:
2.25 “European Sales Territory” means the territory for sales distribution comprising Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Israel, Italy, Ireland, Netherlands, Norway, Poland, Portugal, Russia, Saudi Arabia, Slovakia, South Africa, Spain, Sweden, Switzerland, Turkey, the United Arab Emirates, the United Kingdom, and any other countries so identified by Microsoft in the Publisher Guide.
2. Demos. Publishers are no longer required to obtain Microsoft’s approval to distribute a Demo. Section 7.8 of the Xbox One PLA shall be deleted in its entirety and replaced with:
7.8 Demos. Subject to the Publisher Guide, Demo(s) may be distributed digitally or placed on a single disc, either as a stand-alone or with other Demos, and the suggested price of such units must be [***] or at a suggested retail price that does not exceed [***] or its equivalent in local currency. All rights, obligations, and approvals in this Agreement that apply to Software Titles will separately apply to any Demo. [***]
3. Trials. Publishers are no longer required to obtain Microsoft’s approval to distribute a Trial. Section 7.9 of the Xbox One PLA shall be deleted in its entirety and replaced with:
7.9. Trials. Subject to the Publisher Guide, Trial(s) may be distributed only digitally and the suggested price of such units must be [***]. All rights, obligations, and approvals in this
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
Agreement that apply to Software Titles will separately apply to any Trial. No royalties will be payable to Microsoft for any Trial.
4. Software Title Parity. Section 9 of the Xbox One PLA (Software Title parity) shall be deleted in its entirety and replaced with the following:
9. Software Title parity. Each Software Title is subject to the following requirements:
9.1 Base Game FPU and DFU simship.
9.1.1 For each FPU of a Base Game Commercially Released in a given Sales Territory, a DFU of the same Base Game must be made available for distribution in that same Sales Territory, on a country-by-country basis, via Xbox Games Store simultaneously. For purposes of this Section 9.1 only, “simultaneously” means within [***], or;
9.1.2 Publisher may elect to Commercially Release a Base Game in digital format only.
9.2 Features and content parity.
9.2.1 [***], Publisher subscriptions, and pack-in content from Publisher, subject to platform limitations. The parties will work together in good faith to address any platform limitations that may impact feature and content parity for the Xbox One version.
9.2.2 [***]. In the event that Publisher is unable to comply with this Section 9.2.2, the parties will work together in good faith to determine a mutually acceptable alternative.
9.3 Simship [***]
9.3.1 If Publisher Commercially Releases a Base Game in both retail and digital format, then Publisher will Commercially Release the FPU and DFU of the Base Game(s), including Publisher subscriptions and Online Game Features that are included as part of each such Base Game, [***].
9.3.2 If Publisher elects to Commercially Release a Base Game in digital format only, which may be an Xbox Live Arcade game or a DFU, then Publisher will Commercially Release each Base Game(s), including Publisher subscriptions and Online Game Features that are included as part of each such Base Game, [***].
9.3.3 Publisher will Commercially Release each Premium Downloadable Content, Demo and additional downloadable content [***]. In the event that Publisher is unable to comply with this Section 9.3.3, the parties will work together in good faith to determine a mutually acceptable alternative.
9.4 Gameplay record, share and streaming features. At Publisher’s discretion on Software Title by Software Title basis and subject to any rights clearance issues or other license restrictions, Publisher will support gameplay record, share, and streaming features (see Sections
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
11.4 and 11.5) in each Software Title. Publisher retains the right to disable gameplay record, share and streaming features at any time post-Commercial Release of such Software Title. However, Publisher agrees, that subject to Microsoft policy, Microsoft technical, and Microsoft rights limitations, [***].
5. Platform Royalty. Section 1 of Exhibit 1 of the Xbox One PLA shall be deleted in its entirety and replaced with the following:
1. Platform royalty. For each FPU manufactured during the Term, Publisher will pay Microsoft nonrefundable royalties as per Table 1, Table 2, and Table 3 of this Exhibit 1, and based on the Threshold Price and Sales Territory where FPUs are sold. To determine the applicable royalty rate, first determine the royalty tier (“Royalty Tier”) based on the Threshold Price and Sales Territory from Table 1 below. The royalty rate is set forth at the intersection of the Sales Territory and Royalty Tier in Table 2 below. For example, if the Wholesale Price of a Software Title sold in the North American Sales Territory is [***], Table 1 provides that Tier 1 royalty rates apply, which, according to Table 2, are [***] per FPU.
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Table 2: Royalty Rate |
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6. Exhibit 1, Section 1. For purposes of clarity, Microsoft confirms that Sections 1.1 (Standard Software Titles), 1.2 (Cross Sales Territory sales), 1.3 (Unit Discounts), and 1.4 (Royalty Tier migration) of Exhibit 1 shall remain unchanged.
7. Exhibits. Exhibits 2 and 6 of the Xbox One PLA are hereby amended and restated in their entirety as attached hereto.
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
8. Except and to the extent expressly modified by this Amendment, the Xbox One PLA shall remain in full force and effect and is hereby ratified and confirmed. In the event of any conflict between this Amendment and the Xbox One PLA the terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.
Mohammad Shafagat
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Microsoft Corporation |
Take-Two Interactive Software, Inc. | ||
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Signature: |
Mohammad Shafagat Docusigned By: Mohammed Shafagat |
Signature: |
Dan Emerson 238DEE6BF4834F0 |
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Name: |
Mohammad Shafagat |
Name: |
Dan Emerson |
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Title: |
Xbox Program Manager |
Title: |
EVP & GC |
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Date: |
Date: |
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[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EXHIBIT 2 — XBOX ONE ROYALTY TIER SELECTION FORM
Please complete and sign the form, and submit via email to 3PPOPS@microsoft.com with CC to your Account Manager or submit electronically. If more information on electronic submission is needed, please contact your Account Manager.
A. This form must be submitted at least [***] prior to the first manufacturing order being placed for the Software Title for each respective Sales Territory. If this form is not submitted on time or is rejected by Microsoft, the royalty rate will default to [***] for the applicable Sales Territory.
B. A separate form must be submitted for each Sales Territory.
C. Initial order must meet MOQ for the Sales Territory listed in Section 7.10, Table 1 of the Agreement and the Publisher Guide.
D. If a Base Game edition and a non-standard edition (such as GOTY, Special, Limited, Collectors’ Editions or Compilations) will both be commercially available, the “Xbox One Royalty Tier Selection Form for Non-Standard or Bundle Editions” must also be submitted.
1. Publisher Name:
2. Xbox One Software Title Name:
3. Date of First Commercial Release (mm/dd/yy):
4. Sales Territory or Program (check one):
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o North |
o European |
o Australian |
o South |
o Asian |
o Japan |
5. Final Certification Date(mm/dd/yy):
6. [***]
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The undersigned represents that he/she has authority to submit this form on behalf of the above Publisher, and that the information contained herein is true and accurate.
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To avoid manufacturing delays at your Authorized Replicator, your disc manufacturing order must include the intended Sales Territory or Program as indicated above. |
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[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EXHIBIT 6 — XBOX LIVE INCENTIVE PROGRAM
1. Xbox Live Incentive Program
In order to encourage Publisher to support Xbox Live functionality and drive increased usage of Xbox Live, Publisher may qualify for certain [***] incentive payments based on the amount of Xbox Live Share generated by Publisher’s Multiplayer Software Titles.
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2. Definitions
2.1 “Accounting Period” means each Microsoft [***] within the Program Term, provided that if the Program Term ends within such a [***], then the applicable payment calculation set forth below shall be made for a partial Accounting Period.
2.2 “Day” means a period of twenty-four hours, commencing at midnight and continuing until midnight the following day using Coordinated Universal Time (UTC).
2.3 “Guest(s)” means an individual who accesses Xbox Live and is not a Multiplayer Subscriber or a Subscriber.
2.4 “Multiplayer Game Session” means [***].
2.5 [***]
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4. Incentive Payment. The incentive payments shall be determined pursuant to Table 1 below and paid [***]
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
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5. Payments. In the event Publisher qualifies for an incentive payment under the Xbox Live Incentive Program during [***], Microsoft will provide payment for any amount due to Publisher [***].
6. Other Xbox Live Incentive Program Requirements
6.1 Multiplayer Software Title simship, feature and content parity. Any Multiplayer Software Title that does not meet the following simship, feature and content parity requirements [***]
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
6.1.1 In every country where Xbox 360 and/or Xbox One are available, Publisher must Commercially Release an Xbox 360 and/or Xbox One version of a Multiplayer Software Title on a country-by-country [***]
6.1.2 All Digital Content, Betas, Demos, and Trials for each Multiplayer Software Title must be shipped [***]; and
6.1.3 [***].
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7. Program Term, Termination, and Changes. This Xbox Live Incentive Program will commence on [***], and will be available until [***], unless earlier terminated by Microsoft upon written notice to Publisher (“Program Term”). Microsoft may change or discontinue the Xbox Live Incentive Program by providing Publisher with [***] advance written notice.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/19/16 | |||
| Filed on: | 5/18/16 | 8-K | ||
| For Period end: | 3/31/16 | 4 | ||
| 4/21/15 | ||||
| 4/20/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/17/22 Take-Two Interactive Software Inc 10-K 3/31/22 112:14M Workiva Inc Wde… FA01/FA 5/19/21 Take-Two Interactive Software Inc 10-K 3/31/21 110:13M Workiva Inc Wde… FA01/FA 10/06/16 SEC UPLOAD¶ 10/13/17 1:102K Take-Two Interactive Software Inc 9/08/16 SEC UPLOAD¶ 10/13/17 1:259K Take-Two Interactive Software Inc |