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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 OR 15(d)�of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)��February�3, 2015

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TAKE-TWO INTERACTIVE SOFTWARE,�INC.

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code�(646) 536-2842

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(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02������������������������������������������ Results of Operations and Financial Condition

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On February�3, 2015, Take-Two Interactive Software,�Inc. (the �Company�) issued a press release announcing the financial results of the Company for its third fiscal quarter ended December�31, 2014.� A copy of the press release is attached to this Current Report as Exhibit�99.1 and is incorporated by reference herein.

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The information included in this Current Report on Form�8-K, including Exhibit�99.1 hereto, is furnished pursuant to this Item 2.02 and shall not be deemed to be �filed� for the purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)�of the Securities Act of 1933, as amended.� In addition, the information included in this Current Report on Form�8-K, including Exhibit�99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

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Item 9.01������������������������������������������ Financial Statements and Exhibits

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(d)�������������������������������� Exhibits:

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99.1����������������������� Press Release dated February�3, 2015 relating to Take-Two Interactive Software,�Inc.�s financial results for its third fiscal quarter ended December�31, 2014.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT�INDEX

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Exhibit 99.1

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Take-Two Interactive Software,�Inc. Reports Strong Results for Fiscal Third Quarter 2015

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Non-GAAP Net Revenue Grew 24% to $954.0 Million

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Non-GAAP Net Income increased 10% to $1.87 Per Diluted Share

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Raises Financial Outlook for Fiscal Year 2015

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New York, NY � February�3, 2015 � Take-Two Interactive Software,�Inc. (NASDAQ: TTWO) today reported strong financial results for fiscal third quarter 2015, ended December�31, 2014.� In addition, the Company increased its financial outlook for the fiscal year ending March�31, 2015, and provided its initial financial outlook for the fiscal fourth quarter ending March�31, 2015.

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GAAP Financial Results

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For fiscal third quarter 2015, GAAP net revenue was $531.1 million, as compared to $1.86 billion for fiscal third quarter 2014.� GAAP net income was $40.1 million, or $0.42 per diluted share, as compared to $578.4 million, or $4.69 per diluted share, for the year-ago period.� GAAP net revenue and net income declined year-over-year in fiscal third quarter 2015 because GAAP results for fiscal third quarter 2014 included net revenue and cost of goods sold related to sell-in of the Grand Theft Auto V� game during both fiscal second quarter and fiscal third quarter 2014, as Grand Theft Auto Online launched during fiscal third quarter 2014.� In addition, GAAP results for fiscal third quarter 2015 reflect the deferral of net revenue and cost of goods sold related to sell-in of Grand Theft Auto V during the quarter.

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During fiscal third quarter 2015, the Company�s cash and short-term investments balance increased to $976.6 million as of December�31, 2014.

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Non-GAAP Financial Results

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For fiscal third quarter 2015, Non-GAAP net revenue grew to $954.0 million, as compared to $767.7 million for the year-ago period.� Non-GAAP net income increased to $211.6 million, or $1.87 per diluted share, as compared to $210.7 million, or $1.70 per diluted share, for the year-ago period.

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The largest contributors to Non-GAAP net revenue in fiscal third quarter 2015 were Grand Theft Auto V and Grand Theft Auto Online, NBA� 2K15, WWE� 2K15, Borderlands�: The Pre-Sequel, and Sid Meier�s Civilization�: Beyond Earth�.

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Non-GAAP net revenue from digitally-delivered content grew 64% year-over-year to $217.2 million.� The largest contributors were offerings for the Grand Theft Auto series, NBA 2K15, the Borderlands franchise, and Sid Meier�s Civilization: Beyond Earth.� Revenue from recurrent consumer spending (virtual currency,

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downloadable add-on content and online games) grew 23% year-over-year and accounted for 36% of Non-GAAP net revenue from digitally-delivered content.� Catalog sales accounted for $103.7 million of Non-GAAP net revenue led by the Grand Theft Auto series and offerings for Borderlands 2.

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Management Comments

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�Take-Two�s positive momentum was demonstrated once again, as we delivered exceedingly strong third quarter revenues and profits, and finished the quarter with nearly $1 billion in cash and short term investments,� said Strauss Zelnick, Chairman and CEO of Take-Two.� �We successfully launched one of the most diverse holiday lineups in the Company�s history, led by Grand Theft Auto V for PlayStation 4 and Xbox One, NBA 2K15, WWE 2K15, Borderlands: The Pre-Sequel and Sid Meier�s Civilization: Beyond Earth.� We also generated substantial growth in digitally-delivered revenue, including through our ongoing focus on offerings that drive recurrent consumer spending.� As a result of Take-Two�s outstanding holiday season performance, we are raising the Company�s financial outlook for the full year.

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�Looking ahead, we expect that our fourth quarter will provide a strong finish to fiscal 2015, which is lining up to be one of Take-Two�s best years ever.� Anchored by the eagerly-anticipated launches of Evolve and Grand Theft Auto V for PC, along with an array of other offerings, we will continue to deliver titles that captivate audiences around the world and set benchmarks for excellence.� With our world-class creative teams, robust development pipeline, cutting-edge technology and ample capital resources, Take-Two is superbly positioned to build on its solid foundation and continue to capitalize on this dynamic entertainment market.�

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Business and Product Highlights

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Since October�1, 2014:

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Rockstar Games:

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������������������ Launched Grand Theft Auto V and Grand Theft Auto Online on PlayStation�4 and Xbox One.� Grand Theft Auto V is the highest-rated game to date for PlayStation 4 and Xbox One*, and has now sold-in more than 45 million units on console, including nearly 10 million units on PlayStation 4 and Xbox One.� The title is planned for launch on PC on March�24, 2015.

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������������������ Released two updates for Grand Theft Auto Online, including The Last Team Standing Update and the Festive Surprise.

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������������������ Released the portable classic Grand Theft Auto: Chinatown Wars for Android and Amazon Kindle Fire, and updated the game for iOS.� This updated version features new highly customizable touchscreen controls, physical controller support, plus high resolution widescreen display on supported devices, as well as full Retina Display resolution on iOS.

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������������������ Announced that Grand Theft Auto Online Heists � a four-player co-op mode for Grand Theft Auto Online that enables players to plan, prepare and execute multi-tiered Heists across Los Santos and Blaine County � will be coming in early 2015 as a free update on PlayStation 4, PlayStation 3, Xbox One, Xbox 360 and PC.

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2K:

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������������������ Launched NBA 2K15 on PlayStation 4, PlayStation 3, Xbox One, Xbox 360 and PC, as well as on iOS and Amazon devices.� The title is the highest-rated sports game of 2014 across consoles and PC*, and has continued the series� trend of year-over-year growth with approximately 5.5 million units sold-in to date.

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������������������ Launched WWE 2K15 on the Xbox One, Xbox 360, PlayStation 4 and PlayStation 3.� Developed collaboratively by Yuke�s and Visual Concepts, WWE 2K15 is being supported with downloadable add-on content, including a Season Pass.

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������������������ Released Borderlands: The Pre-Sequel on the Xbox 360, PlayStation 3 and PC.� Co-developed by Gearbox Software and 2K Australia, the title is being supported with downloadable add-on content, including a Season Pass.

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������������������ Launched Sid Meier�s Civilization: Beyond Earth for PC, Mac and Linux.� Developed by Firaxis Games, Sid Meier�s Civilization: Beyond Earth is a new stand-alone, science fiction-themed entry in the award-winning Civilization franchise, which has sold-in more than 29 million units worldwide.

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������������������ Released BioShock� Infinite: The Complete Edition for Xbox 360 and PlayStation 3, which includes the award-winning title and all of its previously-released add-on content.

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������������������ Expanded its offerings for tablets and smartphones with the releases of Evolve: Hunters Quest, MyNBA 2K15, and NHL� 2K.

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������������������ Announced that Borderlands: The Handsome Collection� is planned for launch on PlayStation 4 and Xbox One on March�24, 2015.� The Handsome Collection brings the critically-acclaimed Borderlands series to next-gen consoles for the first time and offers the complete story of the franchise�s most iconic villain, Handsome Jack.� The Handsome Collection includes Borderlands 2 and Borderlands: The Pre-Sequel along with all of the downloadable content for both titles � currently over $100 of value on prior-gen consoles, but now for only $59.99 and with the graphical fidelity of next-gen consoles, four-player split-screen on a single television, and the ability to transfer save files to the next-gen consoles with new cross-save functionality.**

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������������������ Announced downloadable content details for Evolve�, including a Hunting Season Pass, a fourth playable monster, Behemoth, and more.� Developed by Turtle Rock Studios and planned for global launch on Xbox One, PlayStation 4 and PC on February�10, 2015, Evolve is the only game in history to earn both the official Electronic Entertainment Expo and Gamescom �Game of Show� awards in the same year.

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������������������ Announced that Sid Meier�s Starships� is planned for launch on PC, Mac and iPad in spring 2015. This turn-based, tactical space combat game will feature cross-connectivity and unlockable bonuses with Sid Meier�s Civilization: Beyond Earth.

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������������������ Announced the formation of Hangar 13, a new development studio led by veteran game developer Haden Blackman.� Hangar 13 is located at 2K�s headquarters in the San Francisco Bay Area and is working on an unannounced next-gen title.

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* According to Metacritic.com.

** Save transfers must be between the same console family (e.g., Xbox 360 to Xbox One).

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Financial Outlook for Fiscal 2015

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Take-Two is increasing its financial outlook for fiscal year 2015, which reflects its strong fiscal third quarter results, strong current business trends, and positive sales outlook for its upcoming releases.� In addition, the Company is providing its initial financial outlook for its fiscal fourth quarter ending March�31, 2015 as follows:

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(1)�������� For the fiscal fourth quarter ending March�31, 2015 and fiscal year ending March�31, 2015, the Non-GAAP net income per diluted share outlook is calculated using the �if-converted� method as a result of the issuances of our 1.75% Convertible Notes in November�2011 and 1.00% Convertible Notes in June�2013, and Non-GAAP diluted net income for the fourth quarter and fiscal year is adjusted by adding-back $1.7 million and $6.8 million, respectively, related to coupon interest and debt issuance costs, net of tax.� Shares used to calculate the Non-GAAP net income per diluted share outlook are as follows:

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(2)�������� All GAAP to Non-GAAP reconciling items are net of tax and per share.

(3)�������� The Company�s stock-based compensation expense for the periods above includes the cost of approximately 1.8

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�million �restricted shares previously granted to ZelnickMedia that are subject to variable accounting.� Actual expense to be recorded in connection with these shares is dependent upon several factors, including future changes in Take-Two�s stock price.

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Key assumptions and dependencies underlying the Company�s financial outlook include: the timely delivery of the titles included in this financial outlook; continued consumer acceptance of the Xbox One and PlayStation 4; the ability to develop and publish products that capture market share for these next-generation systems while continuing to leverage opportunities on the Xbox 360, PlayStation 3 and PC; and stable foreign exchange rates.� See also �Cautionary Note Regarding Forward Looking Statements� below.

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Product Releases

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The following titles were released since October�1, 2014:

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*North American release date; international release date followed three days after.

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Take-Two�s lineup of future titles announced to date includes:

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*North American release date; international release date typically follows three days after.

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Conference Call

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Take-Two will host a conference call today at 4:30�p.m. Eastern Time to review these results and discuss other topics.� The call can be accessed by dialing (877) 407-0984 or (201) 689-8577.� A live listen-only webcast of the call will be available by visiting http://ir.take2games.com and a replay will be available following the call at the same location.

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Non-GAAP Financial Measures

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In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses Non-GAAP measures of financial performance.� The Company believes that these Non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, are important in gaining an understanding of the Company�s ongoing business. These Non-GAAP financial measures also provide for comparative results from period to period.� Therefore, the Company believes it is appropriate to exclude the following Non-GAAP items, net of applicable taxes, as discussed below:

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������������������ Net effect from deferral in net revenues and related cost of goods sold - the Company defers revenue and related costs from the sale of certain titles that have undelivered elements upon the sale of the game and recognizes that revenue upon the delivery of the undelivered elements.� The Company also defers revenue and related costs for certain sales generated from certain titles for which we have or expect to provide certain additional add-on content.� These amounts are deferred over the estimated remaining life of the game to which they pertain.� As there is no impact to the Company�s operating cash flow, management excludes the impact of deferred net revenue and related costs from its Non-GAAP financial measures when evaluating the Company�s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team.� In addition, we believe that these Non-GAAP financial measures provide a more timely indication of trends in our business, provide comparability with the way our business is measured by analysts, and provide consistency with industry data sources.

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������������������ Stock-based compensation � the Company does not consider stock-based compensation charges when evaluating business performance and management does not contemplate stock-based compensation expense in its short- and long-term operating plans.� As a result, the Company has excluded such expenses from its Non-GAAP financial measures.

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������������������ Business reorganization, restructuring and related expenses � although the Company has incurred business reorganization expenses in the past, each charge relates to a discrete event based on a unique set of business objectives. Management does not believe these charges reflect the Company�s primary business, ongoing operating results or future outlook. As such, the Company believes it is appropriate to exclude these expenses and related charges from its Non- GAAP financial measures.

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������������������ Non-cash amortization of discount on convertible notes � the Company records non-cash amortization of discount on convertible notes as interest expense in addition to the interest expense already recorded for coupon payments.� The Company excludes the non-cash portion of the interest expense from its Non-GAAP financial measures because these amounts are unrelated to its ongoing business operations.

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������������������ Gain on convertible note hedge and warrants, net � the Company entered into unwind agreements with respect to its convertible note hedge and warrant transactions.� As a result of the unwind agreements, these transactions were accounted for as derivatives whereby gains and losses resulting from changes in the fair value were reported as a gain on convertible note hedge and warrants, net.� The Company excludes the impact of such transactions when evaluating the Company�s operating performance.� Management does not believe these gains and losses reflect the Company�s primary business, ongoing operating results or future outlook.� As such, the Company believes it is appropriate to exclude these gains and losses from its Non-GAAP financial measures.

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������������������ Non-cash tax expense for the impact of deferred tax liabilities associated with tax deductible amortization of goodwill � due to the nature of the adjustment as well as the expectation that it will not have any cash impact in the foreseeable future, the Company believes it is appropriate to exclude this expense from its Non-GAAP financial measures.

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������������������ Gain (loss) on sale of long-term investments � from time to time, the Company makes strategic investments.� The Company excludes the impact of any gains and losses on such investments from its Non-GAAP financial measures.

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������������������ Discontinued operations � the Company does not engage in sales of subsidiaries on a regular basis and therefore believes it is appropriate to exclude such gains (losses) from its Non-GAAP financial measures.� As the Company is no longer active in its discontinued operations, it believes it is appropriate to exclude income (losses) thereon from its Non-GAAP financial measures.

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These Non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or superior to, GAAP results.� These Non-GAAP financial measures may be different from similarly titled measures used by other companies.

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Final Results

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The financial results discussed herein are presented on a preliminary basis; final data will be included in Take-Two�s Quarterly Report on Form�10-Q for the period ended December�31, 2014.

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About Take-Two Interactive Software

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Headquartered in New York City, Take-Two Interactive Software,�Inc. is a leading developer, publisher and marketer of interactive entertainment for consumers around the globe.� The Company develops and publishes products through its two wholly-owned labels Rockstar Games and 2K.� Our products are designed for console systems and personal computers, including smartphones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services.� The Company�s common stock is publicly traded on NASDAQ under the symbol TTWO. For more corporate and product information please visit our website at http://www.take2games.com.

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All trademarks and copyrights contained herein are the property of their respective holders.

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Cautionary Note Regarding Forward-Looking Statements

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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,� �will,� or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company�s 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: our dependence on key management and product development personnel, our dependence on our Grand Theft Auto products and our ability to develop other hit titles for current and next-generation platforms, the timely release and significant market acceptance of our games, the ability to maintain acceptable pricing levels on our games, our ability to raise capital if needed and risks associated with international operations. Other important factors and information are contained in the Company�s Annual Report on Form�10-K for the fiscal year ended March�31, 2014, including the risks summarized in the section entitled �Risk Factors,� the Company�s Quarterly Report on Form�10-Q for the fiscal quarter ended September�30, 2014, and the Company�s other periodic filings with the SEC, which can be accessed at www.take2games.com. All forward-looking statements are qualified by these cautionary statements and apply 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.

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TAKE-TWO INTERACTIVE SOFTWARE,�INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

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TAKE-TWO INTERACTIVE SOFTWARE,�INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

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TAKE-TWO INTERACTIVE SOFTWARE,�INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

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TAKE-TWO INTERACTIVE SOFTWARE,�INC. and SUBSIDIARIES

RECONCILIATION OF GAAP TO Non-GAAP MEASURES (Unaudited)

(in thousands, except per share amounts)

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