UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No.: 1-14880

LIONS GATE ENTERTAINMENT CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer  Identification No.)
1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9	2700 Colorado Avenue, Suite 200 Santa Monica, California 90404
(877) 848-3866	(310) 449-9200

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code:

(877) 848-3866

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

Title of Each Class	Name of Each Exchange on Which Registered
Common Shares, without par value	New York Stock Exchange

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

None

___________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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 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. þ

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

Large accelerated filer o	Accelerated filer þ	Non accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $484,438,857, based on the closing sale price as reported on the New York Stock Exchange.

As of May 25, 2012, 144,245,849 shares of the registrant’s no par value common shares were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends Lions Gate Entertainment Corp.'s (the “Company,” “Lionsgate,” “we,” “us” or “our”) Annual Report on Form 10-K for the year ended March 31, 2012, originally filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2012 (the “Original Filing”).

This Amendment is being filed to amend the Original Filing to correct the presentation of certain single picture production loan borrowings by Summit Entertainment, LLC (which was acquired on January 13, 2012) ("Summit") in the consolidated statement of cash flows for the year ended March 31, 2012. The borrowings were included in the change in film obligations line item within the net cash used in operating activities category of the consolidated statement of cash flows rather than in the borrowings under individual production loans line item within the net cash provided by financing activities category. This correction resulted in an increase in the net cash used in operating activities subtotal in the consolidated statement of cash flows of $50.6 million to $214.1 million and an increase in the net cash provided by financing activities of $50.6 million to $747.4 million. As a result of this restatement, the Company determined it had a material weakness as of March 31, 2012 in its controls specifically associated with the classification of certain single picture production loans within the statement of cash flows for the year ended March 31, 2012, with respect to the newly acquired entity (Summit). Accordingly, the Company has revised its conclusion on its disclosure controls and procedures and in management's report on internal controls over financial reporting in Part II, Item 9A. As reflected in Part II, "Item 9A. Controls and Procedures" in the Original Filing and in this Amendment, under Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting explicitly excluded the internal controls of Summit due to the short period of time between its acquisition in the fourth quarter on January 13, 2012 and the Company's March 31, 2012 year end. The Report of the Company's Independent Registered Public Accounting Firm also did not include an evaluation of the internal control over financial reporting of Summit.

The change did not impact the consolidated balance sheets, consolidated statements of operations or consolidated statements of shareholders' equity and accordingly, it did not impact net changes in cash or cash equivalents, total assets, liabilities, equity, results of operations, or its non-GAAP metrics of EBITDA and Free Cash Flow for any fiscal year.

The impact of this change is reflected in the following sections of this amendment.

• Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Liquidity and Capital Resources)

• Part II, Item 8. Financial Statements and Supplementary Data (Consolidated Statements of Cash Flows and Notes 2, 24 and 25 to the Consolidated Financial Statements)

• Part II, Item 9A. Controls and Procedures

• Part IV, Item 15. Exhibits (for consent of the Company's independent registered public accounting firm and certifications of the Company's Chief Executive Officer and Chief Financial Offer as of the date hereof)

Other than as described above and herein, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update any other items or disclosures in the Original Filing.

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	Page
PART II
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 8. Financial Statements and Supplementary Data	47
Item 9A. Controls and Procedures	47
PART IV
Item 15. Exhibits, Financial Statement Schedules	51

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FORWARD-LOOKING STATEMENTS

This Amendment includes statements that are, or may deemed to be, “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “potential,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “may,” “will,” “could,” “would” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Amendment and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those discussed under Part I, Item 1.A. “Risk Factors” found in the Original Filing. These factors should not be construed as exhaustive and should be read with the other cautionary statements and information in the Original Filing and this Amendment.

Any forward-looking statements, which we make in this Amendment, speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Unless otherwise indicated, all references to the “Company,” “Lionsgate,” “we,” “us,” and “our” include reference to our subsidiaries as well.

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PART II

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Lions Gate Entertainment Corp. (“Lionsgate,” the “Company,” “we,” “us” or “our”) is a leading global entertainment company with a strong and diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, family entertainment, digital distribution, new channel platforms and international distribution and sales.

In fiscal 2012 (i.e., the twelve-month period ending March 31, 2012), Lionsgate released 14 motion pictures theatrically, which included films developed and produced in-house, films co-developed and co-produced and films acquired from third parties. On January 13, 2012, we acquired Summit Entertainment, LLC (“Summit”), an independent worldwide theatrical motion picture development, production, and distribution studio. In calendar 2011, Summit released 8 motion pictures theatrically, which included films developed and produced in-house, films co-developed and co-produced and films acquired from third parties. In fiscal 2013, we intend to release approximately 20 motion pictures theatrically, with a smaller theatrical slate of approximately 12 to 14 titles per year to follow for fiscal years thereafter.

Our television business consists of the development, production, syndication and distribution of television productions. We currently produce and syndicate 19 television shows, which air on 14 networks and distribute over 200 series worldwide. In fiscal 2013, we expect to grow our television business through continued production and distribution of original content.

We distribute our library of approximately 13,000 motion picture titles and television episodes and programs directly to retailers, rental kiosks, through various digital media platforms, and pay and free television channels in the United States (the “U.S.”), the United Kingdom (the “U.K.”) and Ireland, and indirectly to other international markets through our subsidiaries and various third parties. We also distribute product through the following joint ventures:

• Celestial Tiger Entertainment Limited (“Celestial Tiger Entertainment”), our joint venture with Saban Capital Group, Inc. (“SCG”) and Celestial Pictures, a company wholly-owned by Astro Malaysia Holdings Sdn Bhd (“Celestial Pictures”);

• Horror Entertainment, LLC (“FEARnet”), our joint venture with Sony Pictures Television Inc. (“Sony”) and Comcast Corporation (“Comcast”);

• Studio 3 Partners LLC (“EPIX”), our joint venture with Viacom Inc. (“Viacom”), its Paramount Pictures unit (“Paramount Pictures”) and Metro-Goldwyn-Mayer Studios Inc. (“MGM”); and

• TV Guide Network, TV Guide Network On Demand and TV Guide Online (www.tvguide.com) (collectively, “TV Guide Network”), our joint ventures with One Equity Partners (“OEP”), the global private equity investment arm of JPMorgan Chase & Co.

In order to maximize our profit, we attempt to maintain a disciplined approach to acquisition, production and distribution of projects, including films and television programs, by balancing our financial risks against the probability of commercial success for each project. We also attempt to maintain the same disciplined approach to investments in, or acquisitions of, libraries or other assets complementary to our business, entertainment studios and companies that we believe will enhance our competitive position in the industry, generate significant long-term returns, represent an optimal use of our capital and build a diversified foundation for future growth.

Historically, we have made numerous acquisitions that are significant to our business and we may continue to make such acquisitions in the future. In this regard, we have acquired, integrated and/or consolidated into our business the following:

• Summit, an independent worldwide theatrical motion picture development, production, and distribution studio (acquired in January 2012);

• Mandate Pictures LLC (“Mandate Pictures”), a worldwide independent film producer, financier and distributor (acquired in September 2007);

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• Debmar-Mercury, LLC (“Debmar-Mercury”), a media company specializing in syndication, network, cable and ancillary markets (acquired in July 2006);

• Redbus Film Distribution Ltd. and Redbus Pictures, (collectively, “Redbus” and currently, Lions Gate UK Limited (“Lionsgate UK”), a U.K. based independent film distributor (acquired in October 2005);

• Certain of the film assets and accounts receivable of Modern Entertainment, Ltd. (“Modern Entertainment”), a licensor of film rights to distributors, broadcasters and cable networks (acquired in August 2005);

• Artisan Entertainment, Inc. (“Artisan Entertainment”), a diversified motion picture, family and home entertainment company (acquired in December 2003); and

• Trimark Holdings, Inc. (“Trimark”), a worldwide distributor of entertainment content (acquired in October 2000).

As part of this strategy, we also have acquired ownership interests in the following:

• Celestial Tiger Entertainment (a 16% interest), a diversified media company focusing on the operation of branded pay television channels, content creation and content distribution targeted at Asian consumers (entered into in December 2011);

• Pantelion Films (a 49% interest), a studio designed to produce and distribute a slate of English and Spanish language feature films to target Hispanic moviegoers in the U.S. (entered into in July 2010);

• TV Guide Network (a 51% interest), an entertainment channel featuring original and acquired programming (acquired in February 2009 and a 49% interest sold to OEP in May 2009);

• EPIX (a 31.2% interest), a premium entertainment service available on television, video-on-demand (“VOD”), online and consumer electronic devices (entered into in April 2008);

• Elevation Sales Limited (“Elevation”) (a 50% interest), a U.K. based home entertainment distributor (interest acquired in July 2007);

• Roadside Attractions, LLC (“Roadside Attractions”) (a 43.0% interest), an independent theatrical distribution company (interest acquired in July 2007);

• NextPoint, Inc. (“Break Media”) (a 42.6% interest), a creator, publisher, and distributor of digital entertainment content (interest acquired in June 2007); and

• FEARnet (a 34.5% interest), a multiplatform programming and content service provider (interest acquired in October 2006).

Revenues

Our revenues are derived from the Motion Pictures and Television Production segments, as described below. Our revenues are derived from the U.S., Canada, the U.K., Australia and other foreign countries. None of the non-U.S. countries individually comprised greater than 10% of total revenues for the years ended March 31, 2012 and 2011.

Motion Pictures. Motion Pictures includes “Theatrical,” “Home Entertainment,” “Television,” “International,” “Lionsgate UK,” and “Mandate Pictures” revenue.

Theatrical revenues are derived from the theatrical release of motion pictures in the U.S. and Canada which are distributed to theatrical exhibitors on a picture-by-picture basis. The financial terms that we negotiate with our theatrical exhibitors generally provide that we receive a percentage of the box office results and are negotiated on a picture-by-picture basis.

Home Entertainment revenues includes revenues from our own film and television productions and acquired or licensed films, including theatrical and direct-to-video releases, generated from the sale to retail stores and through digital media platforms. In addition, we have revenue sharing arrangements with certain rental stores which generally provide that in exchange for a nominal or no upfront sales price, we share in the rental revenues generated by each such store on a title-by-title basis. We categorized our Home Entertainment revenue as follows:

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• Packaged media revenue: Packaged media revenue consists of the sale or rental of DVDs and Blu-ray discs.

• Electronic media revenue: Electronic media revenue consists of revenues generated from electronic sell-through or “EST,” digital rental, pay-per-view and video-on-demand platforms.

Television revenues are primarily derived from the licensing of our productions and acquired films to the domestic cable, satellite, and free and pay television markets.

International revenues include revenues from our international subsidiaries from the licensing and sale of our productions, acquired films, our catalog product or libraries of acquired titles and revenues from our distribution to international sub-distributors, on a territory-by-territory basis.

Lionsgate UK revenues include revenues from the licensing and sale of our productions, acquired films, our catalog product or libraries of acquired titles from our subsidiary located in the United Kingdom.

Mandate Pictures revenues include revenues from the sales and licensing of domestic and worldwide rights of titles developed or acquired by Mandate Pictures to third-party distributors and to international sub-distributors.

Television Production. Television Production includes the licensing and syndication to domestic and international markets of one-hour and half-hour drama series, television movies and mini-series and non-fiction programming, and home entertainment revenues consisting of television production movies or series.

Media Networks. Media Networks consists of TV Guide Network, including TV Guide Network On Demand, and TV Guide Online (www.tvguide.com), from the acquisition date of February 28, 2009 until its deconsolidation on May 28, 2009. We adopted the new accounting standard pertaining to consolidation accounting for variable interest entities on April 1, 2010 and applied the provisions of the new accounting standard retrospectively. Accordingly, we deconsolidated TV Guide Network on May 28, 2009, the date on which we sold a 49% interest in TV Guide Network to OEP, and retrospectively adjusted our financial statements to account for TV Guide Network under the equity method of accounting since that date. Media Networks revenue includes distribution revenue from multi-system cable operators and digital broadcast satellite providers (distributors generally pay a per subscriber fee for the right to distribute programming) and advertising revenue from the sale of advertising on its television channel and related online media platforms.

Expenses

Our primary operating expenses include direct operating expenses, distribution and marketing expenses and general and administration expenses.

Direct operating expenses include amortization of film and television production or acquisition costs, participation and residual expenses, provision for doubtful accounts, and foreign exchange gains and losses. Participation costs represent contingent consideration payable based on the performance of the film to parties associated with the film, including producers, writers, directors or actors, etc. Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild, Directors Guild of America, and Writers Guild of America, based on the performance of the film in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.

Distribution and marketing expenses primarily include the costs of theatrical “prints and advertising” (“P&A”) and of DVD/Blu-ray duplication and marketing. Theatrical P&A includes the costs of the theatrical prints delivered to theatrical exhibitors and the advertising and marketing cost associated with the theatrical release of the picture. DVD/Blu-ray duplication represents the cost of the DVD/Blu-ray product and the manufacturing costs associated with creating the physical products. DVD/Blu-ray marketing costs represent the cost of advertising the product at or near the time of its release or special promotional advertising.

General and administration expenses include salaries and other overhead.

Recent Developments

Acquisition of Summit Entertainment, LLC. On January 13, 2012, the Company purchased all of the membership interests in Summit , a worldwide independent film producer and distributor. The aggregate purchase price was approximately $412.1 million, which consisted of $361.9 million in cash, 5,837,781 in the Company's common shares (a part of which are included in escrow for indemnification purposes). Approximately $279.4 million of the purchase price and acquisition costs were funded with cash on the balance sheet of Summit. The value assigned to the shares for purposes of recording the acquisition was $50.2 million and was based on the closing price of the Company’s common shares on the date of closing of the acquisition.

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Additionally, the Company may be obligated to pay additional cash consideration of up to $7.5 million pursuant to the purchase agreement, should the domestic theatrical receipts from certain films meet certain target performance thresholds.

In addition, on the date of the close, Summit's existing term loan of $507.8 million was paid off with cash from Lionsgate and the net proceeds of $476.2 million, after fees and expenses, from a new term loan with a principal amount of $500.0 million, maturing on September 7, 2016.

Convertible Senior Subordinated Notes Issuance. On January 11, 2012, Lions Gate Entertainment Inc., a wholly-owned subsidiary of the Company ("LGEI"), sold $45.0 million in aggregate principal amount of 4.00% Convertible Senior Subordinated Notes with a maturity date of January 11, 2017 (the "January 2012 4.00% Notes"). The proceeds were used to fund a portion of the acquisition of Summit discussed above. Interest on the January 2012 4.00% Notes is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2012. The January 2012 4.00% Notes are convertible into common shares of the Company at any time prior to maturity or repurchase by the Company, at an initial conversion price of approximately $10.50 per share, subject to adjustment in certain circumstances, as specified in the Indenture.

Secondary Public Offering. On October 18, 2011, pursuant to the terms of an underwriting agreement, certain selling shareholders sold an aggregate of 19,201,000 common shares of the Company, at a price of $7.00 per share. The Company did not receive any proceeds from the sale of the shares in the offering. The Company paid an underwriting fee of approximately $3.4 million at the close of the transaction.

Redemption of October 2004 2.9375% Notes. On October 15, 2011, certain holders of 2.9375% Convertible Senior Subordinated Notes issued in October 2004 (the "October 2004 2.9375% Notes") required LGEI to repurchase $26.6 million in aggregate principal amount (carrying value - $26.6 million) of the October 2004 2.9375% Notes, pursuant to the redemption terms of the October 2004 2.9375% Notes (see Note 9 of our consolidated financial statements). LGEI paid approximately $27.0 million for the repurchase, representing a price equal to 100% of the principal amount on October 17, 2011, together with accrued and unpaid interest through October 17, 2011.

Share Repurchases. On August 30, 2011, the Company entered into an agreement with certain shareholders, whereby the Company repurchased 11,040,493 of its common shares at a price of $7.00 per share, for aggregate cash consideration of $77.1 million. The shares repurchased under the agreement are included in treasury shares in the accompanying unaudited consolidated balance sheets and statements of shareholders' equity.

Sale of Maple Pictures. On August 10, 2011, the Company sold its interest in Maple Pictures Corp. (“Maple Pictures”) to Alliance Films Holdings Inc. (“Alliance”), a leading Canadian producer and distributor of motion pictures, television programming and home entertainment. The sales price was approximately $35.3 million, net of a working capital adjustment. Alliance is now responsible for all of Maple Pictures’ distribution, including Maple Pictures’ exclusive five-year output deal for Canadian distribution of the Company’s new motion picture and second window television product and Maple Pictures’ exclusive long-term arrangement for distribution of Canadian rights of the Company’s filmed entertainment library (i.e., distribution rights). The sales price was allocated between the fair value of the distribution rights and the fair value of Maple Pictures exclusive of the distribution rights. The fair value of the distribution rights of $17.8 million was recorded as deferred revenue and will be recognized as revenue by the Company as the revenues are earned pursuant to the distribution rights. The sales proceeds less the fair value of the distribution rights constitutes the proceeds allocated to the sale of Maple Pictures exclusive of the distribution rights. The fair value of the distribution rights was determined based on an estimate of the cash flows to be generated by Alliance pursuant to the distribution agreements, discounted at risk-adjusted discount rates of the film categories between 10% and 11%.

Additional Issuance of Senior Secured Second-Priority Notes. On May 13, 2011, LGEI issued approximately $200.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the “May 2011 Senior Notes” and collectively with $236.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the "October 2009 Senior Notes"), the "Senior Notes") in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The May 2011 Senior Notes have the same terms as the October 2009 Senior Notes, except for the issue date, issue price and first interest payment. The May 2011 Senior Notes were sold at 102.219% of the principal amount plus accrued interest thereon from May 1, 2011, resulting in gross proceeds of approximately $204.4 million and net proceeds of approximately $192.4 million after estimated fees and expenses, including $5.6 million paid in connection with the consent solicitation of holders of the October 2009 Senior Notes. A portion of the proceeds were used to pay down amounts outstanding under our senior secured credit facility. The Senior Notes pay interest semi-annually on May 1 and November 1 of each year at a rate of 10.25% per year. The Senior Notes will mature on November 1, 2016.

Repurchase and Sale of a Portion of the Senior Secured Second-Priority Notes. In August 2011, a subsidiary of LGEI paid $9.9 million to repurchase $10.0 million of aggregate principal amount (carrying value — $9.9 million) of the Senior Notes. We recorded a loss on extinguishment in the quarter ended September 30, 2011 of $0.4 million, which includes $0.5 million of

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deferred financing costs written off. In September 2011, in connection with the common shares repurchased as discussed in Note 14 to our consolidated financial statements, LGEI resold such Senior Notes at 99.0% of the $10.0 million face amount therof, plus accrued interest thereon from May 1, 2011, resulting in gross proceeds of approximately $10.2 million, which were used to repurchase the common shares, as discussed in Note 14 to our consolidated financial statements.

May 2011 Repurchase of a Portion of the October 2004 2.9375% Notes. In May 2011, LGEI paid $19.5 million to repurchase $19.4 million of aggregate principal amount (carrying value — $18.9 million) of the October 2004 2.9375% Notes.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. As described more fully below, these estimates bear the risk of change due to the inherent uncertainty attached to the estimate. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. For example, accounting for films and television programs requires us to estimate future revenue and expense amounts which, due to the inherent uncertainties involved in making such estimates, are likely to differ to some extent from actual results. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 2 to our audited consolidated financial statements.

Accounting for Films and Television Programs. We capitalize costs of production and acquisition, including financing costs and production overhead, to investment in films and television programs. These costs for an individual film or television program are amortized and participation and residual costs are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the year expected to be recognized from exploitation, exhibition or sale of such film or television program over a period not to exceed ten years from the date of initial release. For previously released film or television programs acquired as part of a library, ultimate revenue includes estimates over a period not to exceed 20 years from the date of acquisition.

Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of our business, some films and titles are more successful than anticipated and some are less successful than anticipated. Our management regularly reviews and revises when necessary its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. Our management estimates the ultimate revenue based on experience with similar titles or title genre, the general public appeal of the cast, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change.

An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are included in amortization expense within direct operating expenses in our consolidated statements of operations.

Revenue Recognition. Revenue from the theatrical release of feature films is recognized at the time of exhibition based on our participation in box office receipts. Revenue from the sale of DVDs/Blu-ray discs in the retail market, net of an allowance for estimated returns and other allowances, is recognized on the later of receipt by the customer or “street date” (when it is available for sale by the customer). Under revenue sharing arrangements, rental revenue is recognized when we are entitled to receipts and such receipts are determinable. Revenues from television licensing are recognized when the feature film or television program is available to the licensee for telecast. For television licenses that include separate availability “windows” during the license period, revenue is allocated over the “windows.” Revenue from sales to international territories are recognized when access to the feature film or television program has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film or television program has commenced. For multiple media rights contracts with a fee for a single film or television program where the contract provides for media holdbacks (defined as contractual media release restrictions), the fee is allocated to the various media based on our assessment of the relative fair

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value of the rights to exploit each media and is recognized as each holdback is released. For multiple-title contracts with a fee, the fee is allocated on a title-by-title basis, based on our assessment of the relative fair value of each title. The primary estimate requiring the most subjectivity and judgment involving revenue recognition is the estimate of sales returns associated with our revenue from the sale of DVD’s/Blu-ray discs in the retail market which is discussed separately below under the caption “Sales Returns Allowance.”

Sales Returns Allowance. Revenues are recorded net of estimated returns and other allowances. We estimate reserves for DVD/Blu-ray returns based on previous returns experience, point-of-sale data available from certain retailers, current economic trends, and projected future sales of the title to the consumer based on the actual performance of similar titles on a title-by-title basis in each of the DVD/Blu-ray businesses. Factors affecting actual returns include, among other factors, limited retail shelf space at various times of the year, success of advertising or other sales promotions, and the near term release of competing titles. We believe that our estimates have been materially accurate in the past; however, due to the judgment involved in establishing reserves, we may have adjustments to our historical estimates in the future. Our estimate of future returns affects reported revenue and operating income. If we underestimate the impact of future returns in a particular period, then we may record less revenue in later periods when returns exceed the estimated amounts. If we overestimate the impact of future returns in a particular period, then we may record additional revenue in later periods when returns are less than estimated. An incremental change of 1% in our estimated sales returns rate (i.e., provisions for returns divided by gross sales of related product) for home entertainment products would have had an impact of approximately $7.0 million and $8.1 million on our total revenue in the fiscal years ended March 31, 2012 and March 31, 2011, respectively.

Provisions for Accounts Receivable. We estimate provisions for accounts receivable based on historical experience and relevant facts and information regarding the collectability of the accounts receivable. In performing this evaluation, significant judgments and estimates are involved, including an analysis of specific risks on a customer-by-customer basis for our larger customers and an analysis of the length of time receivables have been past due. The financial condition of a given customer and its ability to pay may change over time or could be better or worse than anticipated and could result in an increase or decrease to our allowance for doubtful accounts, which, when the impact of such change is material, is disclosed in our discussion on direct operating expenses elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Income Taxes. We are subject to federal and state income taxes in the U.S., and in several foreign jurisdictions. We record deferred tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not or a valuation allowance is applied. In order to realize the benefit of our deferred tax assets we will need to generate sufficient taxable income in the future. Because of our historical operating losses, we have provided a full valuation allowance against our net deferred tax assets. However, the assessment as to whether there will be sufficient taxable income to realize our net deferred tax assets is an estimate which could change in the future depending primarily upon the actual performance of our Company. When we have a history of profitable operations sufficient to demonstrate that it is more likely than not that our deferred tax assets will be realized, the valuation allowance or a portion of the valuation allowance will be reversed and reflected as a benefit in the income tax provision. After that, we will be required to continually evaluate the more likely than not assessment that our net deferred tax assets will be realized, and if operating results deteriorate, we may need to reestablish all or a portion of the valuation allowance through a charge to our income tax provision.

Goodwill. Goodwill is reviewed annually for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. We perform our annual impairment test as of January 1 in each fiscal year. We performed our last annual impairment test on our goodwill as of January 1, 2012. No goodwill impairment was identified in any of our reporting units. Determining the fair value of reporting units requires various assumptions and estimates. The estimates of fair value include consideration of the future projected operating results and cash flows of the reporting unit. Such projections could be different than actual results. Should actual results be significantly less than estimates, the value of our goodwill could be impaired in the future.

Convertible Senior Subordinated Notes. We account for our convertible senior subordinated notes by separating the liability and equity components. The liability component is recorded at the date of issuance based on its fair value which is generally determined in a manner that will reflect an interest cost equal to our nonconvertible debt borrowing rate at the convertible senior subordinated notes issuance date. The amount of the proceeds, less the amount recorded as the liability component, is recorded as an addition to shareholders’ equity reflecting the equity component (i.e., conversion feature). The difference between the principal amount and the amount recorded as the liability component represents the debt discount. The carrying amount of the liability is accreted up to the principal amount through the amortization of the discount, using the effective interest method, to interest expense over the expected life of the note. The determination of the fair value of the liability component is an estimate dependent on a number of factors, including estimates of market rates for similar nonconvertible debt instruments at the date of issuance. A higher value attributable to the liability component results in a lower

10

value attributed to the equity component and therefore a smaller discount amount and lower interest cost as a result of amortization of the smaller discount. A lower value attributable to the liability component results in a higher value attributed to the equity component and therefore a larger discount amount and higher interest cost as a result of amortization of the larger discount.

Business Acquisitions. We account for business acquisitions as a purchase, whereby the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair value. The excess of the purchase price over estimated fair value of the net identifiable assets is allocated to goodwill. Determining the fair value of assets and liabilities requires various assumptions and estimates. These estimates and assumptions are refined with adjustments recorded to goodwill as information is gathered and final appraisals are completed over a one-year allocation period. The changes in these estimates or different assumptions used in determining these estimates could impact the amount of assets, including goodwill and liabilities, ultimately recorded on our balance sheet and could impact our operating results subsequent to such acquisition. We believe that our assumptions and estimates have been materially accurate in the past.

Recent Accounting Pronouncements

We adopted Accounting Standards Update ("ASU") No. 2011-08 “Testing Goodwill for Impairment” for the fiscal year ending March 31, 2012. ASU 2011-08 simplifies how entities test goodwill for impairment and permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update relating to the presentation of other comprehensive income. The accounting update eliminates the option to present components of other comprehensive income as part of the statement of stockholders’ equity. Instead, companies must report comprehensive income in either a single continuous statement of comprehensive income (which would contain the current income statement presentation followed by the components of other comprehensive income and a total amount for comprehensive income), or in two separate but consecutive statements. This guidance is effective for our fiscal year beginning April 1, 2012. We do not expect the guidance to have a material impact on our consolidated financial statements.

In May 2011, the FASB issued an accounting standard update related to fair value measurements and disclosures to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the application of existing fair value measurement requirements, while other amendments change a principle or requirement for measuring fair value or for disclosing information about fair value measurements. Specifically, the guidance requires additional disclosures for fair value measurements that are based on significant unobservable inputs. The updated guidance is to be applied prospectively and is effective for our interim and annual periods beginning April 1, 2012. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

11

RESULTS OF OPERATIONS

Fiscal 2012 Compared to Fiscal 2011

The following table sets forth the components of consolidated revenue by segment for the fiscal years ended March 31, 2012 and 2011:

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2012		March 31, 2011		Amount			Percent
			(Amounts in millions)
Consolidated Revenue
Motion Pictures	$	1,190.3	$	1,229.5	$	(39.2	)	(3.2	)%
Television Production	397.3		353.2		44.1			12.5	%
	$	1,587.6	$	1,582.7	$	4.9		0.3	%

Our largest component of revenue comes from home entertainment. The following table sets forth total home entertainment revenue for both the Motion Pictures and Television Production reporting segments for the fiscal years ended March 31, 2012 and 2011:

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2012		March 31, 2011		Amount			Percent
			(Amounts in millions)
Home Entertainment Revenue
Motion Pictures	$	582.0	$	635.6	$	(53.6	)	(8.4	)%
Television Production	101.5		54.4		47.1			86.6	%
	$	683.5	$	690.0	$	(6.5	)	(0.9	)%

Motion Pictures Revenue

The table below sets forth the components of revenue and the changes in these components for the motion pictures reporting segment for the years ended March 31, 2012 and 2011. Due to the acquisition of Summit, motion pictures revenue for fiscal 2012 includes Summit revenue from the acquisition date of January 13, 2012 through March 31, 2012. We currently expect our motion pictures segment revenue for fiscal 2013 will exceed our fiscal 2012 motion picture segment revenue. However, actual motion pictures revenue will depend on the performance of our film and home entertainment titles across all media and territories and can vary materially from expectations.

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2012		March 31, 2011		Amount			Percent
	(Amounts in millions)
Motion Pictures (1)
Theatrical	$	208.9	$	205.9	$	3.0		1.5	%
Home Entertainment	582.0		635.6		(53.6		)	(8.4	)%
Television	119.9		139.8		(19.9		)	(14.2	)%
International	112.9		126.5		(13.6		)	(10.8	)%
Lionsgate UK	101.5		79.2		22.3			28.2	%
Mandate Pictures	55.4		38.7		16.7			43.2	%
Other	9.7		3.8		5.9			155.3	%
	$	1,190.3	$	1,229.5	$	(39.2	)	(3.2	)%

(1) For the fiscal year ended March 31, 2012, Motion Pictures revenue includes Maple Pictures revenue of $17.4 million through the date of sale of August 10, 2011, compared to Maple Pictures revenue of $85.6 million for the fiscal year ended March 31, 2011. Subsequent to August 10, 2011, revenue generated pursuant to the distribution agreements with Alliance has been recorded net of fees and expenses.

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Motion Pictures — Theatrical Revenue

The following table sets forth the titles contributing approximately five percent or more of theatrical revenue by fiscal years theatrical slate and the month of their release for the fiscal years ended March 31, 2012 and 2011:

Year Ended March 31,
2012		2011
	Theatrical Release Date		Theatrical Release Date
Fiscal 2012 Theatrical Slate:		Fiscal 2011 Theatrical Slate:
The Hunger Games	March 2012	For Colored Girls	November 2010
Good Deeds	February 2012	Saw 3D	October 2010
Abduction	September 2011	Alpha and Omega	September 2010
Madea's Big Happy Family	April 2011	The Expendables	August 2010
		The Last Exorcism	August 2010
		Killers	June 2010
		Why Did I Get Married Too?	April 2010
		Kick-Ass	April 2010

Theatrical revenue of $208.9 millionincreased$3.0 million, or 1.5%, in fiscal 2012 as compared to fiscal 2011. The increase in theatrical revenue in fiscal 2012 as compared to fiscal 2011 is due to the successful box office performance of The Hunger Games in fiscal 2012, offset by only eight theatrical releases in fiscal 2012, as compared to twelve theatrical releases in fiscal 2011. The Hunger Games released on March 23, 2012 and includes eight days of theatrical rentals in fiscal 2012. Also, due to the January 2012 acquisition of Summit, theatrical revenue in fiscal 2012 includes revenue from the release of the Summit titles, Gone and Man on a Ledge, with no comparable revenue in fiscal 2011.

Motion Pictures — Home Entertainment Revenue

The following table sets forth the titles contributing approximately two percent or more of motion pictures home entertainment revenue for the fiscal years ended March 31, 2012 and 2011:

Year Ended March 31,
2012		2011
	DVD Release Date		DVD Release Date
Fiscal 2012 Theatrical Slate:		Fiscal 2011 Theatrical Slate:
Abduction	January 2012	The Next Three Days	March 2011
Warrior	December 2011	For Colored Girls	February 2011
Conan the Barbarian	November 2011	Saw 3D	January 2011
Madea's Big Happy Family	August 2011	Alpha and Omega	January 2011
Fiscal 2011 Theatrical Slate:		The Expendables	November 2010
The Lincoln Lawyer	July 2011	Killers	September 2010
Summit Titles Released Theatrically Pre-Acquisition:		Kick-Ass	August 2010
The Twilight Saga: Breaking Dawn - Part 1	February 2012	Why Did I Get Married Too?	August 2010
Managed Brands:		Fiscal 2010 Theatrical Slate:
50/50	January 2012	From Paris With Love	June 2010
		Daybreakers	May 2010
		The Spy Next Door	May 2010
		Precious	March 2010
		Managed Brands:
		The Switch	March 2011

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The following table sets forth the components of home entertainment revenue by product category for the fiscal years ended March 31, 2012 and 2011:

	Year Ended March 31,
	2012						2011
	Packaged Media		Electronic Media		Total		Packaged Media		Electronic Media		Total
					(Amounts in millions)
Home entertainment revenues
Fiscal 2012 Theatrical Slate	$	57.1	$	17.5	$	74.6	$	—	$	—	$	—
Fiscal 2011 Theatrical Slate	46.9		36.5		83.4		192.9		38.7		231.6
Fiscal 2010 Theatrical Slate	5.1		0.9		6.0		74.4		42.3		116.7
Fiscal 2009 Theatrical Slate	3.7		1.4		5.1		10.0		1.2		11.2
Fiscal 2008 & Prior Theatrical Slate	15.3		3.6		18.9		22.8		4.2		27.0
Total Theatrical Slates	128.1		59.9		188.0		300.1		86.4		386.5
Summit Titles Released Theatrically Pre-Acquisition	142.9		7.1		150.0		—		—		—
Managed Brands (1)	193.0		45.0		238.0		201.2		32.7		233.9
Other	2.9		3.1		6.0		12.0		3.2		15.2
	$	466.9	$	115.1	$	582.0	$	513.3	$	122.3	$	635.6

 ___________________

(1) Managed Brands consists of Direct-to-DVD, acquired and licensed brands, acquired library and other product.

Home entertainment revenue of $582.0 milliondecreased$53.6 million, or 8.4%, in fiscal 2012 as compared to fiscal 2011. The decrease in home entertainment revenue is primarily due to a decrease in the contribution of revenue from the theatrical slates as listed above, offset in part by the contribution of packaged media revenue from Summit titles released theatrically pre-acquisition, with no comparable revenue in fiscal 2011, and to a lesser extent, an increase in the contribution of electronic media revenue from managed brands. The decrease in revenue contributed by the theatrical slates is primarily due to only five titles released on DVD in fiscal 2012 from our fiscal 2012 theatrical slate, as compared to ten titles released on DVD in fiscal 2011 from our fiscal 2011 theatrical slate, and also due to the performance of the titles released, and in particular, the significant home entertainment revenues generated by The Expendables in fiscal 2011.

Motion Pictures — Television Revenue

The following table sets forth the titles contributing significant motion pictures television revenue for the fiscal years ended March 31, 2012 and 2011:

Year Ended March 31,
2012	2011
Fiscal 2012 Theatrical Slate:	Fiscal 2011 Theatrical Slate:
Madea's Big Happy Family	Kick-Ass
Fiscal 2011 Theatrical Slate:	Killers
Alpha & Omega	Why Did I Get Married Too?
For Colored Girls	Fiscal 2010 Theatrical Slate:
Saw 3D	Brothers
The Expendables	Daybreakers
The Last Exorcism	From Paris With Love
The Lincoln Lawyer	I Can Do Bad All By Myself
The Next Three Days	Precious
Fiscal 2009 Theatrical Slate:	Saw VI
Madea Goes to Jail	The Spy Next Door
	Fiscal 2009 Theatrical Slate:
	The Forbidden Kingdom

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The following table sets forth the components of television revenue by product category for the fiscal years ended March 31, 2012 and 2011:

	Year Ended
	March 31,
	2012		2011
	(Amounts in millions)
Television revenues
Fiscal 2012 Theatrical Slate	$	9.8	$	—
Fiscal 2011 Theatrical Slate	59.2		29.4
Fiscal 2010 Theatrical Slate	1.5		56.3
Fiscal 2009 Theatrical Slate	12.8		13.2
Fiscal 2008 & Prior Theatrical Slate	14.7		22.6
Total Theatrical Slates	98.0		121.5
Summit Titles Released Theatrically Pre-Acquisition	2.7		—
Managed Brands	18.0		16.2
Other	1.2		2.1
	$	119.9	$	139.8

Television revenue included in motion pictures revenue of $119.9 milliondecreased$19.9 million, or 14.2%, in fiscal 2012, as compared to fiscal 2011. The decrease in television revenue in fiscal 2012 compared to fiscal 2011, is mainly due to the number and performance of titles in the theatrical slates listed above with television availability windows opening in fiscal 2012. The contribution of television revenue from the titles listed above was $72.7 million in fiscal 2012, compared to $85.0 million in fiscal 2011, and the contribution of television revenue from titles not listed above was $47.2 million in fiscal 2012, compared to $54.8 million in fiscal 2011.

Motion Pictures — International Revenue

The following table sets forth the titles contributing significant motion pictures international revenue for the fiscal years ended March 31, 2012 and 2011:

Year Ended March 31,
2012	2011
Fiscal 2012 Theatrical Slate:	Fiscal 2011 Theatrical Slate:
Abduction	Alpha and Omega
The Hunger Games	Kick-Ass
Warrior	Killers
Fiscal 2011 Theatrical Slate:	Saw 3D
Kick-Ass	The Next Three Days
Summit Titles Released Theatrically Pre-Acquisition:
The Twilight Saga: Breaking Dawn - Part 1

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The following table sets forth the components of international revenue by product category for the fiscal years ended March 31, 2012 and 2011:

	Year Ended
	March 31,
	2012		2011
	(Amounts in millions)
International revenues
Fiscal 2012 Theatrical Slate	$	46.7	$	—
Fiscal 2011 Theatrical Slate	13.1		86.8
Fiscal 2010 Theatrical Slate	2.0		14.4
Fiscal 2009 Theatrical Slate	1.8		4.7
Fiscal 2008 & Prior Theatrical Slate	6.0		7.4
Total Theatrical Slates	69.6		113.3
Summit Titles Released Theatrically Pre-Acquisition	21.3		—
Managed Brands	19.4		10.3
Other	2.6		2.9
	$	112.9	$	126.5

International revenue included in motion pictures revenue of $112.9 milliondecreased$13.6 million, or 10.8%, in fiscal 2012, as compared to fiscal 2011. The decrease in international revenue in fiscal 2012 compared to fiscal 2011, is mainly due to the revenues generated by the titles and product categories listed above.

Motion Pictures — Lionsgate UK Revenue

The following table sets forth the titles contributing significant Lionsgate UK revenue for the fiscal years ended March 31, 2012 and 2011:

Year Ended March 31,
2012	2011
Fiscal 2012 Theatrical Slate:	Fiscal 2011 Theatrical Slate:
The Hunger Games	Saw 3D
Fiscal 2011 Theatrical Slate:	The Expendables
The Expendables	Fiscal 2010 Theatrical Slate:
Lionsgate UK and third party product:	Daybreakers
Blitz	Lionsgate UK and third party product:
	Harry Brown
	The Hurt Locker

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The following table sets forth the components of Lionsgate UK revenue by product category for the fiscal years ended March 31, 2012 and 2011:

	Year Ended March 31,
	2012		2011
	(Amounts in millions)
Lionsgate UK revenues
Fiscal 2012 Theatrical Slate	$	14.9	$	—
Fiscal 2011 Theatrical Slate	19.4		32.2
Fiscal 2010 Theatrical Slate	1.1		8.2
Fiscal 2009 Theatrical Slate	3.2		1.0
Fiscal 2008 & Prior Theatrical Slate	1.9		2.5
Total Theatrical Slates	40.5		43.9
Summit Titles Released Theatrically Pre-Acquisition	6.7		—
Lionsgate UK and third party product	38.6		22.1
Managed Brands	15.4		10.4
Other	0.3		2.8
	$	101.5	$	79.2

Lionsgate UK revenue of $101.5 millionincreased$22.3 million, or 28.2%, in fiscal 2012 as compared to fiscal 2011. The increase in Lionsgate UK revenue in fiscal 2012 compared to fiscal 2011 is mainly due to the revenue generated by the titles and product categories listed above.

Motion Pictures — Mandate Pictures Revenue

The following table sets forth the titles contributing significant Mandate Pictures revenue for the fiscal years ended March 31, 2012 and 2011:

Year Ended March 31,
2012	2011
50/50	Drag Me To Hell
A Very Harold & Kumar 3D Christmas	Juno
Juno	Peacock
Young Adult	The Switch
	Whip It

Mandate Pictures revenue includes revenue from the sales and licensing of domestic and worldwide rights of titles developed or acquired by Mandate Pictures to third-party distributors or international sub-distributors. Mandate Pictures revenue of $55.4 millionincreased$16.7 million, or 43.2%, in fiscal 2012 as compared to fiscal 2011.

Television Production Revenue

Television production revenue of $397.3 millionincreased$44.1 million, or 12.5%, in fiscal 2012 as compared to fiscal 2011. The following table sets forth the components and the changes in the components of revenue that make up television production revenue for the fiscal years ended March 31, 2012 and 2011:

17

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2012		March 31, 2011		Amount			Percent
			(Amounts in millions)
Television Production
Domestic series licensing
Lionsgate Television	$	118.0	$	123.0	$	(5.0	)	(4.1	)%
Debmar-Mercury	133.8		136.5		(2.7		)	(2.0	)%
Total domestic series licensing	251.8		259.5		(7.7		)	(3.0	)%
International	37.2		37.1		0.1			0.3	%
Home entertainment releases of television production	101.5		54.4		47.1			86.6	%
Other	6.8		2.2		4.6			209.1	%
	$	397.3	$	353.2	$	44.1		12.5	%

Revenues included in television production increased in fiscal 2012, mainly due to higher revenue generated from the home entertainment category of television production, offset in part by lower revenue generated from domestic series licensing in fiscal 2012 as compared to fiscal 2011.

The following table sets forth the number of television episodes and hours included in Lionsgate Television domestic series licensing revenue in the fiscal years ended March 31, 2012 and 2011, respectively:

		Year Ended				Year Ended
		March 31, 2012				March 31, 2011
		Episodes	Hours			Episodes	Hours
Weeds Season 7	1/2hr	13	6.5	Weeds Season 6	1/2hr	13	6.5
Blue Mountain State Season 3	1/2hr	13	6.5	Blue Mountain State Season 2	1/2hr	13	6.5
Bloomberg The Mentor Season 2	1/2hr	8	4.0	Running Wilde Season 1	1/2hr	13	6.5
Nurse Jackie Season 4	1/2hr	10	5.0	Nurse Jackie Season 3	1/2hr	12	6.0
Boss Season 1	1hr	8	8.0	Mad Men Season 4	1hr	13	13.0
Mad Men Season 5	1hr	13	13.0	Scream Queens Season 2	1hr	8	8.0
Pilots	1/2hr & 1hr	2	1.5	Pilots	1/2hr & 1hr	3	2.0
		67	44.5			75	48.5

Revenues included in domestic series licensing from Lionsgate Television decreased in fiscal 2012, due to a decrease in the number of television episodes delivered as compared to fiscal 2011. Revenues included in domestic series licensing from Debmar-Mercury decreased in fiscal 2012, primarily because fiscal 2011 included revenue from Weeds Seasons 1 through 5, with only comparable revenue from Weeds Season 6 in fiscal 2012.

International revenue in fiscal 2012 was comparable to fiscal 2011. International revenue in fiscal 2012 primarily included revenue from Blue Mountain State Season 2, Mad Men Seasons 1, 2, 3, and 4, and Weeds Seasons 5 and 6. International revenue in fiscal 2011 included revenue from Blue Mountain State Season 1, Crash Season 2, and Mad Men Seasons 1, 2, 3, and 4.

The increase in revenue from home entertainment releases of television production is primarily driven by electronic media revenue from Mad Men Seasons 1, 2, 3, and 4, as a result of a licensing contract,and Weeds Seasons 1, 2, 3, 4 and 5, primarily as a result of an extension of a licensing contract, and to a lesser extent, packaged media revenue from Weeds Season 7 (released February 2012) in fiscal 2012.

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Direct Operating Expenses

The following table sets forth direct operating expenses by segment for the fiscal years ended March 31, 2012 and 2011:

	Year Ended									Year Ended
	March 31, 2012									March 31, 2011
	Motion Pictures			Television Production			Total			Motion Pictures			Television Production			Total
	(Amounts in millions)
Direct operating expenses
Amortization of films and television programs	$	415.5		$	188.2		$	603.7		$	354.4		$	175.0		$	529.4
Participation and residual expense	187.4			116.0			303.4			170.3			95.0			265.3
Other expenses	1.5			(0.2		)	1.3			1.2			(0.2		)	1.0
	$	604.4		$	304.0		$	908.4		$	525.9		$	269.8		$	795.7
Direct operating expenses as a percentage of segment revenues	50.8		%	76.5		%	57.2		%	42.8		%	76.4		%	50.3		%

Direct operating expenses of the motion pictures segment of $604.4 million for fiscal 2012 were 50.8% of motion pictures revenue, compared to $525.9 million, or 42.8% of motion pictures revenue for fiscal 2011. The increase in direct operating expense of the motion pictures segment as a percent of revenue in fiscal 2012 is primarily due to the aggregate increase in the film cost of the Summit film assets as a result of recording the film rights of Summit at their estimated fair values due to the application of purchase accounting under generally accepted accounting principles, which results in higher amortization cost in relation to revenue. Additionally, the increase is, to a lesser extent, due to the change in the mix of product generating revenue compared to fiscal 2011, and is primarily driven by the titles in our theatrical slates. Investment in film write-downs of the motion pictures segment during fiscal 2012 totaled approximately $6.8 million, compared to $6.6 million for fiscal 2011. In fiscal 2012 and in fiscal 2011, there was one write-down that individually exceeded $1.0 million. Due to the January 2012 acquisition of Summit, we currently expect that direct operating expenses of the motion pictures segment for fiscal 2013 will increase as compared to fiscal 2012.

Direct operating expenses of the television production segment of $304.0 million for fiscal 2012 were 76.5% of television revenue, compared to $269.8 million, or 76.4%, of television revenue for fiscal 2011. The direct operating expenses as a percent of television revenue were comparable to fiscal 2011. In fiscal 2012, $3.8 million of charges for write-downs of television film costs were included in the amortization of television programs, compared to charges of $11.6 million in fiscal 2011. In fiscal 2012, there were no write-downs that individually exceeded $1.0 million, and the fiscal 2011 write-downs included write-downs on three titles over $1.0 million, which aggregated $7.9 million, of which $5.3 million related to one television series.

Distribution and Marketing Expenses

The following table sets forth distribution and marketing expenses by segment for the fiscal years ended March 31, 2012 and 2011:

	Year Ended						Year Ended
	March 31, 2012						March 31, 2011
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in millions)
Distribution and marketing expenses
Theatrical	$	234.4	$	—	$	234.4	$	267.1	$	—	$	267.1
Home Entertainment	164.2		8.6		172.8		191.2		12.6		203.8
Television	2.0		14.6		16.6		1.6		14.8		16.4
International	5.0		3.8		8.8		5.3		5.3		10.6
Lionsgate UK	45.8		1.5		47.3		45.1		2.5		47.6
Other	3.6		0.1		3.7		1.5		0.2		1.7
	$	455.0	$	28.6	$	483.6	$	511.8	$	35.4	$	547.2

19

The majority of distribution and marketing expenses relate to the motion pictures segment. Theatrical prints and advertising (“P&A”) in the motion pictures segment in fiscal 2012 of $234.4 milliondecreased$32.7 million, compared to $267.1 million in fiscal 2011, largely due to only eight theatrical releases in fiscal 2012 as compared to twelve theatrical releases in fiscal 2011. Domestic theatrical P&A from the motion pictures segment in fiscal 2012 included P&A incurred on the release of Abduction, Conan the Barbarian, Good Deeds, Madea's Big Happy Family, The Hunger Games, and Warrior. Also, due to the January 2012 acquisition of Summit, domestic theatrical P&A from the motion pictures segment in fiscal 2012 includes P&A incurred on the release of a Summit title, Man on a Ledge, with no comparable expense in fiscal 2011. Approximately $125.1 million of P&A was incurred on titles that generated less than 5% of theatrical revenue in fiscal 2012, of which approximately $15.5 million was P&A incurred in advance for films to be released in fiscal 2013, such as The Cabin in the Woods, Safe and What to Expect When You're Expecting. Domestic theatrical P&A from the motion pictures segment in fiscal 2011 included P&A incurred on the release of Alpha and Omega, Buried, For Colored Girls, Kick-Ass, Killers, Saw 3D, The Expendables, The Last Exorcism,The Next Three Days, and Why Did I Get Married Too?. Approximately $58.7 million of P&A was incurred on titles that generated less than 5% of theatrical revenue in fiscal 2011, of which $7.6 million was P&A incurred in advance for films to be released in fiscal 2012. Due to the January 2012 acquisition of Summit, we currently expect that distribution and marketing expenses of the motion pictures segment for fiscal 2013 will increase as compared to fiscal 2012.

Home entertainment distribution and marketing costs on motion pictures and television product in fiscal 2012 of $172.8 milliondecreased$31 million, or 15.2%, compared to $203.8 million in fiscal 2011, primarily due to lower distribution and marketing costs associated with lower motion pictures home entertainment revenues. Home entertainment distribution and marketing costs as a percentage of home entertainment revenues was 25.3% and 29.5% in fiscal 2012 and fiscal 2011, respectively. The decrease in home entertainment distribution and marketing costs as a percentage of home entertainment revenues was primarily due to an increase in home entertainment revenue from electronic media, which requires substantially lower distribution and marketing costs as compared to packaged media, as compared to fiscal 2011.

Lionsgate UK distribution and marketing expenses in the motion pictures segment in fiscal 2012 of $45.8 millionincreased slightly from $45.1 million in fiscal 2011.

General and Administrative Expenses

The following table sets forth general and administrative expenses by segment for the fiscal years ended March 31, 2012 and 2011:

	Year Ended			Year Ended			Increase (Decrease)
	March 31, 2012			March 31, 2011			Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Pictures	$	55.5		$	48.4		$	7.1		14.7	%
Television Production	10.9			11.5			(0.6		)	(5.2	)%
Shared services and corporate expenses, excluding items below	67.1			56.2			10.9			19.4	%
Total general and administrative expenses before share-based compensation expense, shareholder activist matter expenses, and acquisition related expenses	133.5			116.1			17.4			15.0	%
Share-based compensation expense	25.0			32.4			(7.4		)	(22.8	)%
Shareholder activist matter	(1.7		)	22.9			(24.6		)	(107.4	)%
Severance and transaction costs related to the acquisition of Summit Entertainment, LLC	12.0			—			12.0			100.0	%
	35.3			55.3			(20.0		)	(36.2	)%
Total general and administrative expenses	$	168.8		$	171.4		$	(2.6	)	(1.5	)%
Total general and administrative expenses as a percentage of revenue	10.6		%	10.8		%
General and administrative expenses excluding share-based compensation expense, shareholder activist matter expenses, and acquisition related expenses, as a percentage of revenue	8.4		%	7.3		%

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Total General and Administrative Expenses

General and administrative expenses decreased by $2.6 million, or 1.5%, as reflected in the table above and further discussed below.

Motion Pictures

General and administrative expenses of the motion pictures segment increased$7.1 million, or 14.7%. The increase in motion pictures general and administrative expenses is primarily due to general and administrative expenses associated with Summit, acquired on January 13, 2012. Included in the motion pictures segment in fiscal 2012, is $2.4 million in general and administrative expenses associated with Maple Pictures. Due to the sale of Maple Pictures, the Company will no longer incur general and administrative expenses associated with Maple Pictures. In fiscal 2012, $11.4 million of motion pictures production overhead was capitalized compared to $9.0 million in fiscal 2011.

Television Production

General and administrative expenses of the television production segment decreased$0.6 million, or 5.2%. In fiscal 2012, $5.8 million of television production overhead was capitalized compared to $4.3 million in fiscal 2011.

Shared Services and Corporate Expenses

Shared services and corporate expenses excluding share-based compensation expense, shareholder activist matter costs and severance and transaction costs related to the acquisition of Summit, increased$10.9 million, or 19.4%, mainly due to increases in incentive related compensation and to a lesser extent, rent and facilities expenses, partially offset by decreases in legal and professional fees.

Shareholder activist matter costs decreased$24.6 million as a result of significantly less shareholder activist activity in fiscal 2012, as compared to fiscal 2011. Additionally, shareholder activist matter costs in fiscal 2012 include a $3.9 million benefit, recorded in the quarter ended June 30, 2011, related to a negotiated settlement with a vendor of costs incurred and recorded in the prior fiscal year, and insurance recoveries of related litigation offset by other costs incurred.

Share-Based Compensation Expense. The following table sets forth share-based compensation expense included in shared services and corporate expenses for the fiscal years ended March 31, 2012 and 2011:

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2012		March 31, 2011		Amount			Percent
	(Amounts in millions)
Share-Based Compensation Expense:
Stock options (1)	$	0.2	$	2.6	$	(2.4	)	(92.3	)%
Restricted share units and other share-based compensation (1)	9.5		26.0		(16.5		)	(63.5	)%
Stock appreciation rights (2)	15.3		3.8		11.5			302.6	%
	$	25.0	$	32.4	$	(7.4	)	(22.8	)%

______________________

(1) The decrease in share-based compensation from stock options and restricted share units is due to $21.9 million of share-based compensation expense associated with the immediate vesting of equity awards of certain executive officers triggered by the “change in control” provisions in their respective employment agreements during the year ended March 31, 2011.

(2) The increase in stock appreciation rights expense is primarily associated with the increase in the Company's stock price during the year ended March 31, 2012.

At March 31, 2012, as disclosed in Note 14 to the consolidated financial statements, there were unrecognized compensation costs of approximately $12.0 million related to stock options and restricted share units previously granted, including annual installments of share grants that were subject to performance targets, which will be expensed over the remaining vesting periods. At March 31, 2012, 381,698 shares of restricted share units have been awarded to two key executive officers, the vesting of which will be subject to performance targets to be set annually by the Compensation Committee of the Board of Directors. These restricted share units will vest in two annual installments assuming annual performance targets have been met. The fair value of the 381,698 shares, whose future annual performance targets have not been set, was $5.3 million, based on the market price of our common shares as of March 31, 2012. The market value will be remeasured when the annual performance criteria are set and the value will be expensed over the remaining vesting periods once it becomes probable that the performance targets will be satisfied.

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Depreciation, Amortization and Other Expenses (Income)

Depreciation and amortization of $4.3 million for fiscal 2012decreased$1.5 million from $5.8 million in fiscal 2011.

Interest expense of $78.1 million for fiscal 2012increased$22.9 million, or 41.5%, from $55.2 million in fiscal 2011. The following table sets forth the components of interest expense for the fiscal years ended March 31, 2012 and 2011:

	Year Ended		Year Ended
	March 31, 2012		March 31, 2011
	(Amounts in millions)
Interest Expense
Cash Based:
Senior revolving credit facility	$	4.1	$	6.8
Convertible senior subordinated notes	4.1		5.6
Senior secured second-priority notes	42.2		24.2
Term loan	6.9		—
Other	5.1		2.3
	62.4		38.9
Non-Cash Based:
Amortization of discount (premium) on:
Liability component of convertible senior subordinated notes	7.8		10.1
Senior secured second-priority notes	0.7		1.2
Term loan	0.4		—
Amortization of deferred financing costs	6.8		5.0
	15.7		16.3
	$	78.1	$	55.2

Interest and other income was $2.8 million in fiscal 2012, compared to $1.7 million in fiscal 2011.

The following table represents our portion of the income or (loss) of our equity method investees based on our percentage ownership for the fiscal years ended March 31, 2012 and 2011:

	March 31, 2012
	Ownership	Year Ended			Year Ended
	Percentage	March 31, 2012			March 31, 2011
					As adjusted (3)
		(Amounts in millions)
Horror Entertainment, LLC (“FEARnet”)	34.5%	$	0.1		$	0.7
NextPoint, Inc. (“Break Media”)	42.0%	(5.9		)	(2.4		)
Roadside Attractions, LLC	43.0%	0.6			0.8
Studio 3 Partners, LLC (“EPIX”) (1)	31.2%	24.4			(15.0		)
TV Guide Network (2)	51.0%	(8.5		)	(3.0		)
Tiger Gate Entertainment Limited ("Tiger Gate") (4)	45.9%	(2.3		)	(1.8		)
		$	8.4		$	(20.7	)

 ______________________

(1) We license certain of our theatrical releases and other films and television programs to EPIX. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest income (loss) of the venture. These profits are recognized as they are realized by the venture (see Note 7 to our consolidated financial statements).

(2) We license certain films and/or television programs to TV Guide Network. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest loss of the venture. These profits are recognized as they are realized by the venture (see Note 7 to our consolidated financial statements).

(3) Due to the elimination of the one-quarter lag in reporting EPIX's results at March 31, 2012, equity interest income (loss) for EPIX for the year ended March 31, 2011 has been adjusted as shown above (see Note 7 to our consolidated financial

22

statements for further information).

(4) Our former joint venture with Saban Capital Group, Inc. (“SCG”). In January 2012, the assets of Tiger Gate were contributed to Celestial Tiger Entertainment Limited (“Celestial Tiger Entertainment”), our joint venture with SCG and Celestial Pictures, a company wholly-owned by Astro Malaysia Holdings Sdn Bhd., of which we own a 16% interest. Accordingly, our interest in Celestial Tiger Entertainment will be accounted under the cost method.

Income Tax Provision

We had an income tax expense of $4.7 million, or (13.6%), of loss before income taxes in fiscal 2012, compared to an expense of $4.3 million, or (16.3%), of loss before income taxes in fiscal 2011. The tax expense reflected in the fiscal year ended March 31, 2012 is primarily attributable to deferred U.S. income taxes and foreign withholding taxes. Our actual annual effective tax rate will differ from the statutory federal rate as a result of several factors, including changes in the valuation allowance against net deferred tax assets, non-temporary differences, foreign income taxed at different rates, and state and local income taxes. Income tax loss carryforwards, subject to certain limitations that may prevent us from fully utilizing them, amount to approximately $187.8 million for U.S. federal income tax purposes available to reduce income taxes over twenty years, $170.4 million for U.S. state income tax purposes available to reduce income taxes over future years with varying expirations, $28.4 million for Canadian income tax purposes available to reduce income taxes over 20 years with varying expirations, and $8.6 million for UK income tax purposes available indefinitely to reduce future income taxes.

Net Loss

Net loss for the fiscal year ended March 31, 2012 was $39.1 million, or basic and diluted net loss per common share of $0.30 on 132.2 million weighted average common shares outstanding. This compares to net loss for the fiscal year ended March 31, 2011 of $30.4 million, or basic and diluted net loss per common share of $0.23 on 131.2 million weighted average common shares outstanding.

Fiscal 2011 Compared to Fiscal 2010

The following table sets forth the components of consolidated revenue by segment for the fiscal years ended March 31, 2011 and 2010:

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2011		March 31, 2010		Amount			Percent
			(Amounts in millions)
Consolidated Revenue
Motion Pictures	$	1,229.5	$	1,119.3	$	110.2		9.8	%
Television Production	353.2		350.9		2.3			0.7	%
Media Networks	—		19.3		(19.3		)	(100.0	)%
	$	1,582.7	$	1,489.5	$	93.2		6.3	%

Our largest component of revenue comes from home entertainment. The following table sets forth total home entertainment revenue for both the Motion Pictures and Television Production reporting segments for the fiscal years ended March 31, 2011 and 2010:

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2011		March 31, 2010		Amount			Percent
			(Amounts in millions)
Home Entertainment Revenue
Motion Pictures	$	635.6	$	591.4	$	44.2		7.5	%
Television Production	54.4		67.8		(13.4		)	(19.8	)%
	$	690.0	$	659.2	$	30.8		4.7	%

Motion Pictures Revenue

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The following table sets forth the components of revenue and the changes in these components for the motion pictures reporting segment for the fiscal years ended March 31, 2011 and 2010:

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2011		March 31, 2010		Amount			Percent
	(Amounts in millions)
Motion Pictures (1)
Theatrical	$	205.9	$	139.4	$	66.5		47.7	%
Home Entertainment	635.6		591.4		44.2			7.5	%
Television	139.8		135.8		4.0			2.9	%
International	126.5		73.4		53.1			72.3	%
Lionsgate UK	79.2		74.3		4.9			6.6	%
Mandate Pictures	38.7		99.1		(60.4		)	(60.9	)%
Other	3.8		5.9		(2.1		)	(35.6	)%
	$	1,229.5	$	1,119.3	$	110.2		9.8	%

(1) For the fiscal year ended March 31, 2011, Motion Pictures revenue includes Maple Pictures revenue of $85.6 million, compared to Maple Pictures revenue of $69.7 million for the fiscal year ended March 31, 2010. Subsequent to August 10, 2011, revenue generated pursuant to the distribution agreements with Alliance has been recorded net of fees and expenses.

Motion Pictures — Theatrical Revenue

The following table sets forth the titles contributing approximately five percent or more of theatrical revenue by fiscal years theatrical slate and the month of their release for the fiscal years ended March 31, 2011 and 2010:

Year Ended March 31,
2011		2010
	Theatrical Release Date		Theatrical Release Date
Fiscal 2011 Theatrical Slate:		Fiscal 2010 Theatrical Slate:
For Colored Girls	November 2010	From Paris With Love	February 2010
Saw 3D	October 2010	Daybreakers	January 2010
Alpha and Omega	September 2010	The Spy Next Door	January 2010
The Expendables	August 2010	Brothers	December 2009
The Last Exorcism	August 2010	Precious	November 2009
Killers	June 2010	Saw VI	October 2009
Why Did I Get Married Too?	April 2010	Gamer	September 2009
Kick-Ass	April 2010	I Can Do Bad All By Myself	September 2009
		Fiscal 2009 Theatrical Slate:
		The Haunting in Connecticut	March 2009

Theatrical revenue of $205.9 millionincreased$66.5 million, or 47.7%, in fiscal 2011, as compared to fiscal 2010. The decrease in theatrical revenue in fiscal 2011, as compared to fiscal 2010, is primarily due to higher box office receipts earned during fiscal 2011 as compared to fiscal 2010 on the theatrical releases listed in the table above. The contribution of theatrical revenue from the titles listed above was $188.8 million in fiscal 2011 compared to $126.4 million in fiscal 2010, representing an increase of $62.4 million in revenue from titles individually contributing greater than 5% of theatrical revenue.

Motion Pictures — Home Entertainment Revenue

The following table sets forth the titles contributing approximately two percent or more of motion pictures home entertainment revenue for the fiscal years ended March 31, 2011 and 2010:

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Year Ended March 31,
2011		2010
	DVD Release Date		DVD Release Date
Fiscal 2011 Theatrical Slate:		Fiscal 2010 Theatrical Slate:
The Next Three Days	March 2011	Brothers	March 2010
For Colored Girls	February 2011	Precious	March 2010
Saw 3D	January 2011	Gamer	January 2010
Alpha and Omega	January 2011	I Can Do Bad All By Myself	January 2010
The Expendables	November 2010	Saw VI	January 2010
Killers	September 2010	Crank: High Voltage	September 2009
Kick-Ass	August 2010	Fiscal 2009 Theatrical Slate:
Why Did I Get Married Too?	August 2010	The Haunting In Connecticut	July 2009
Fiscal 2010 Theatrical Slate:		Madea Goes to Jail	June 2009
From Paris With Love	June 2010	My Bloody Valentine 3-D	May 2009
Daybreakers	May 2010	New In Town	May 2009
The Spy Next Door	May 2010	The Spirit	April 2009
Precious	March 2010
Managed Brands:
The Switch	March 2011

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The following table sets forth the components of home entertainment revenue by product category for the fiscal years ended March 31, 2011 and 2010:

	Year Ended March 31,
	2011						2010
	Packaged Media		Electronic Media		Total		Packaged Media		Electronic Media		Total
					(Amounts in millions)
Home entertainment revenues
Fiscal 2011 Theatrical Slate	$	192.9	$	38.7	$	231.6	$	—	$	—	$	—
Fiscal 2010 Theatrical Slate	74.4		42.3		116.7		113.1		5.8		118.9
Fiscal 2009 Theatrical Slate	10.0		1.2		11.2		129.9		41.2		171.1
Fiscal 2008 & Prior Theatrical Slate	22.8		4.2		27.0		35.8		4.0		39.8
Total Theatrical Slates	300.1		86.4		386.5		278.8		51.0		329.8
Managed Brands (1)	201.2		32.7		233.9		225.2		14.8		240.0
Other	12.0		3.2		15.2		19.5		2.1		21.6
	$	513.3	$	122.3	$	635.6	$	523.5	$	67.9	$	591.4

 ___________________

(1) Managed Brands consists of Direct-to-DVD, acquired and licensed brands, acquired library and other product.

Home entertainment revenue of $635.6 millionincreased$44.2 million, or 7.5%, in fiscal 2011, as compared to fiscal 2010. The increase in home entertainment revenue is primarily due to an increase in revenue from electronic media from $67.9 million in fiscal 2010 to $122.3 million in fiscal 2011, offset by a slight decrease in revenue from packaged media. The increase in electronic media is primarily driven by an increase in revenue generated from the product categories listed in the table above. The slight decrease in revenue from packaged media results from a decrease in managed brands, partially offset by an increase in revenue from the theatrical slates and other products. The increase in revenue contributed by the theatrical slates is primarily due to higher box office receipts and the timing of theatrical releases. The decrease in managed brands is largely due to a decrease in packaged media revenue from fitness and family entertainment titles, as well as a decline in revenue from one previously acquired library.

Motion Pictures — Television Revenue

The following table sets forth the titles contributing significant motion pictures television revenue for the fiscal years ended March 31, 2011 and 2010:

Year Ended March 31,
2011	2010
Fiscal 2011 Theatrical Slate:	Fiscal 2009 Theatrical Slate:
Kick-Ass	Madea Goes to Jail
Killers	My Bloody Valentine 3-D
Why Did I Get Married Too?	Saw V
Fiscal 2010 Theatrical Slate:	The Family That Preys
Brothers	The Haunting In Connecticut
Daybreakers	Transporter 3
From Paris With Love	W.
I Can Do Bad All By Myself	Fiscal 2008 Theatrical Slate:
Precious	Why Did I Get Married? - Feature
Saw VI
The Spy Next Door
Fiscal 2009 Theatrical Slate:
The Forbidden Kingdom

The following table sets forth the components of television revenue by product category for the fiscal years ended

26

March 31, 2011 and 2010:

	Year Ended
	March 31,
	2011		2010
	(Amounts in millions)
Television revenues
Fiscal 2011 Theatrical Slate	$	29.4	$	—
Fiscal 2010 Theatrical Slate	56.3		3.5
Fiscal 2009 Theatrical Slate	13.2		89.0
Fiscal 2008 & Prior Theatrical Slate	22.6		26.8
Total Theatrical Slates	121.5		119.3
Managed Brands	16.2		13.5
Other	2.1		3.0
	$	139.8	$	135.8

Television revenue included in motion pictures revenue of $139.8 millionincreased$4.0 million, or 2.9%, in fiscal 2011 as compared to fiscal 2010. The increase in television revenue in fiscal 2011 compared to fiscal 2010 is mainly due to the revenue generated by the product categories listed above. The contribution of television revenue from the titles listed above was $85.0 million in fiscal 2011, compared to $68.1 million in fiscal 2010, and the contribution of television revenue from titles not listed above was $54.8 million in fiscal 2011, compared to $67.7 million in fiscal 2010.

Motion Pictures — International Revenue

The following table sets forth the titles contributing significant motion pictures international revenue for the fiscal years ended March 31, 2011 and 2010:

Year Ended March 31,
2011	2010
Fiscal 2011 Theatrical Slate:	Fiscal 2010 Theatrical Slate:
Alpha and Omega	Brothers
Kick-Ass	Saw VI
Killers	Fiscal 2009 Theatrical Slate:
Saw 3D	My Bloody Valentine 3-D
The Next Three Days	Saw V

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The following table sets forth the components of international revenue by product category for the fiscal years ended March 31, 2011 and 2010:

	Year Ended
	March 31,
	2011		2010
	(Amounts in millions)
International revenues
Fiscal 2011 Theatrical Slate	$	86.8	$	0.3
Fiscal 2010 Theatrical Slate	14.4		21.9
Fiscal 2009 Theatrical Slate	4.7		16.0
Fiscal 2008 & Prior Theatrical Slate	7.4		11.3
Total Theatrical Slates	113.3		49.5
Managed Brands	10.3		17.9
Other	2.9		6.0
	$	126.5	$	73.4

International revenue included in motion pictures revenue of $126.5 millionincreased$53.1 million, or 72.3%, in fiscal 2011, as compared to fiscal 2010. The increase in international revenue in fiscal 2011 compared to fiscal 2010 is mainly due to the revenues generated by the titles and product categories listed above.

Motion Pictures — Lionsgate UK Revenue

The following table sets forth the titles contributing significant Lionsgate UK revenue for the fiscal years ended March 31, 2011 and 2010:

Year Ended March 31,
2011	2010
Fiscal 2011 Theatrical Slate:	Fiscal 2010 Theatrical Slate: :
Saw 3D	Saw VI
The Expendables	Fiscal 2009 Theatrical Slate:
Fiscal 2010 Theatrical Slate:	My Bloody Valentine 3-D
Daybreakers	LGUK Theatrical Slate:
LGUK Theatrical Slate:	Harry Brown
Harry Brown	The Hurt Locker
The Hurt Locker	Other:
	Drag Me To Hell

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The following table sets forth the components of Lionsgate UK revenue by product category for the fiscal years ended March 31, 2011 and 2010:

	Year Ended March 31,
	2011		2010
	(Amounts in millions)
Lionsgate UK revenues
Fiscal 2011 Theatrical Slate	$	32.2	$	—
Fiscal 2010 Theatrical Slate	8.2		10.4
Fiscal 2009 Theatrical Slate	1.0		10.0
Fiscal 2008 & Prior Theatrical Slate	2.5		8.9
Total Theatrical Slates	43.9		29.3
Lionsgate UK and third party product	22.1		25.2
Managed Brands	10.4		12.3
Other	2.8		7.5
	$	79.2	$	74.3

Lionsgate UK revenue of $79.2 millionincreased$4.9 million, or 6.6%, in fiscal 2011 as compared to fiscal 2010. The increase in Lionsgate UK revenue in fiscal 2011 compared to fiscal 2010 is mainly due to the revenue generated by the titles and product categories listed above.

Motion Pictures — Mandate Pictures Revenue

The following table sets forth the titles contributing significant Mandate Pictures revenue for the fiscal years ended March 31, 2011 and 2010:

Year Ended March 31,
2011	2010
Drag Me To Hell	Drag Me To Hell
Juno	Horsemen
Peacock	Juno
The Switch	Passengers
Whip It	Whip It

Mandate Pictures revenue includes revenue from the sales and licensing of domestic and worldwide rights of titles developed or acquired by Mandate Pictures to third-party distributors or international sub-distributors. Mandate Pictures revenue of $38.7 milliondecreased$60.4 million, or 60.9%, in fiscal 2011, as compared to fiscal 2010. The decrease in Mandate Pictures revenue in fiscal 2011 compared to fiscal 2010 is mainly due to the revenue from Drag MeTo Hell in fiscal 2010 as compared to fiscal 2011.

Television Production Revenue

Television production revenue of $353.2 millionincreased$2.3 million, or 0.7%, in fiscal 2011, as compared to fiscal 2010. The following table sets forth the components and the changes in the components of revenue that make up television production revenue for the fiscal years ended March 31, 2011 and 2010:

29

	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2011		March 31, 2010		Amount			Percent
			(Amounts in millions)
Television Production
Domestic series licensing
Lionsgate Television	$	123.0	$	128.8	$	(5.8	)	(4.5	)%
Debmar-Mercury	136.5		92.2		44.3			48.0	%
Ish Entertainment	—		19.0		(19.0		)	(100.0	)%
Total domestic series licensing	259.5		240.0		19.5			8.1	%
International	37.1		42.3		(5.2		)	(12.3	)%
Home entertainment releases of television production	54.4		67.8		(13.4		)	(19.8	)%
Other	2.2		0.8		1.4			175.0	%
	$	353.2	$	350.9	$	2.3		0.7	%

Revenues included in domestic series licensing increased in fiscal 2011 mainly due to higher revenue generated from Debmar-Mercury in fiscal 2011 as compared to fiscal 2010, partially offset by no revenue generated from our former collaboration with Ish Entertainment Inc. (“Ish”) in fiscal 2011 compared to fiscal 2010 due to the collaboration ending in fiscal 2010, and slightly lower revenue generated from Lionsgate Television in fiscal 2011 compared to fiscal 2010.

The following table sets forth the number of television episodes and hours included in Lionsgate Television domestic series licensing revenue in the fiscal years ended March 31, 2011 and 2010, respectively:

		Year Ended				Year Ended
		March 31, 2011				March 31, 2010
		Episodes	Hours			Episodes	Hours
Weeds Season 6	1/2hr	13	6.5	Nurse Jackie Season 2	1/2hr	12	6.0
Blue Mountain State Season 2	1/2hr	13	6.5	Nurse Jackie Season 1	1/2hr	12	6.0
Running Wilde Season 1	1/2hr	13	6.5	Blue Mountain State Season 1	1/2hr	13	6.5
Nurse Jackie Season 3	1/2hr	12	6.0	Weeds Season 5	1/2hr	13	6.5
Mad Men Season 4	1hr	13	13.0	Crash TV Series Season 2	1hr	13	13.0
Scream Queens Season 2	1 hr	8	8.0	Mad Men Season 3	1 hr	13	13.0
Pilots	1/2hr & 1hr	3	2.0
		75	48.5			76	51.0

Revenues included in domestic series licensing from Debmar-Mercury increased in fiscal 2011 due to increased revenue from the deliveries of the television series Meet the Browns, Are We There Yet?, Big Lake and The WendyWilliams Show.

Our reality television collaboration with Ish ended in fiscal 2010, resulting in no revenue generated in fiscal 2011. Revenue generated in fiscal 2010 resulted primarily from the production of the domestic series Paris Hilton's My New BFF and My Antonio.

International revenue decreased in fiscal 2011 due to an increase in episodes of programming delivered internationally and no international revenue generated from our former collaboration with Ish. International revenue in fiscal 2011 included revenue from Blue Mountain State Season 1, Crash Season 2, and Mad Men Seasons 1, 2,3 and 4. International revenue in fiscal 2010 included revenue from Mad Men Seasons 1, 2, and 3, Crash Season 1,Dead Zone Season 1, and Fear Itself.

The decrease in revenue from home entertainment releases of television production is primarily driven by a decrease in revenue from Weeds Seasons 4 and 5 (released June 2009 and January 2010, respectively) and Mad Men Seasons 1 and 2 (released July 2008 and July 2009, respectively) in fiscal 2011 as compared to fiscal 2010, offset slightly by increases in revenue from the releases of Mad Men Season 4 (released March 2011) and Weeds Season 6 (released February 2011) in fiscal 2011.

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Media Networks Revenue

Media Networks revenue for the fiscal years ended March 31, 2011 and 2010 are nil and $19.3 million, respectively. The acquisition of TV Guide Network occurred on February 28, 2009. The results of operations of TV Guide Network are included in the Company's consolidated results from February 28, 2009 through May 27, 2009. A portion of the entity was sold on May 28, 2009. Subsequent to the sale of TV Guide Network, and pursuant to the new accounting guidance for accounting for variable interest entities effective April 1, 2010, which the Company has retrospectively applied, the Company's interest in TV Guide Network is being accounted for under the equity method of accounting.

Direct Operating Expenses

The following table sets forth direct operating expenses by segment for the fiscal years ended March 31, 2011 and 2010:

	Year Ended									Year Ended
	March 31, 2011									March 31, 2010
	Motion Pictures			Television Production			Total			Motion Pictures			Television Production			Media Networks			Total
	(Amounts in millions)
Direct operating expenses
Amortization of films and television programs	$	354.4		$	175.0		$	529.4		$	302.0		$	202.4		$	7.3		$	511.7
Participation and residual expense	170.3			95.0			265.3			188.8			75.9			0.2			264.9
Other expenses	1.2			(0.2		)	1.0			0.8			0.7			(0.1		)	1.4
	$	525.9		$	269.8		$	795.7		$	491.6		$	279.0		$	7.4		$	778.0
Direct operating expenses as a percentage of segment revenues	42.8		%	76.4		%	50.3		%	43.9		%	79.5		%	38.3		%	52.2		%

Direct operating expenses of the motion pictures segment of $525.9 million for fiscal 2011 were 42.8% of motion pictures revenue, compared to $491.6 million, or 43.9% of motion pictures revenue for fiscal 2010. The decrease in direct operating expense of the motion pictures segment as a percent of revenue in fiscal 2011 is primarily due to the change in the mix of product generating revenue in fiscal 2011, as compared to fiscal 2010. Investment in film write-downs of the motion picture segment during fiscal 2011 totaled approximately $6.6 million compared to $12.5 million for fiscal 2010. In fiscal 2011, there was one write-down that individually exceeded $1.0 million. In fiscal 2010, there were two write-downs that individually exceeded $1.0 million, which totaled $7.4 million in the aggregate.

Direct operating expenses of the television production segment of $269.8 million for fiscal 2011 were 76.4% of television revenue, compared to $279.0 million, or 79.5%, of television revenue for fiscal 2010. The decrease in direct operating expenses as a percent of television revenue is primarily due to the change in the mix of titles generating revenue compared to fiscal 2010, including the success of the Mad Men and Weeds series franchises relative to total television revenue. In fiscal 2011, $11.6 million of charges for costs incurred in excess of contracted revenues for episodic television series or write-downs of television film costs were included in the amortization of television programs, compared to $12.6 million in fiscal 2010. The fiscal 2011 write-downs included write-downs on three titles over $1.0 million, which aggregated $7.9 million, of which $5.3 million related to one television series. The fiscal 2010 write-downs included write-downs on four titles over $1.0 million, which aggregated $10.5 million, of which $4.9 million related to one television series.

Direct operating expenses of the Media Networks segment of $7.4 million for fiscal 2010 consists primarily of programming expenses associated with the production of such programs as Idol Tonight and Hollywood 411 from April 1, 2009 to May 27, 2009.

Distribution and Marketing Expenses

The following table sets forth distribution and marketing expenses by segment for the fiscal years ended March 31, 2011 and 2010:

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	Year Ended						Year Ended
	March 31, 2011						March 31, 2010
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Media Networks		Total
	(Amounts in millions)
Distribution and marketing expenses
Theatrical	$	267.1	$	—	$	267.1	$	237.6	$	0.2	$	—	$	237.8
Home Entertainment	191.2		12.6		203.8		195.7		18.7		—		214.4
Television	1.6		14.8		16.4		0.9		8.5		—		9.4
International	5.3		5.3		10.6		4.7		3.7		—		8.4
Lionsgate UK	45.1		2.5		47.6		31.1		1.1		—		32.2
Media Networks	—		—		—		—		—		2.0		2.0
Other	1.5		0.2		1.7		1.7		0.3		—		2.0
	$	511.8	$	35.4	$	547.2	$	471.7	$	32.5	$	2.0	$	506.2

The majority of distribution and marketing expenses relate to the motion pictures segment. Theatrical P&A in the motion pictures segment in fiscal 2011 of $267.1 millionincreased$29.5 million, compared to $237.6 million in fiscal 2010. The increase is primarily driven by a higher average P&A expense for titles contributing greater than 5% of distribution and marketing expenses in fiscal 2011 as compared to fiscal 2010, as well as a higher number of theatrical releases in fiscal 2011 as compared to fiscal 2010. Domestic theatrical P&A from the motion pictures segment in fiscal 2011 included P&A incurred on the release of Alpha and Omega, Buried, For Colored Girls,Kick-Ass, Killers, The Expendables, Saw 3-D, The Last Exorcism, The Next ThreeDays, and Why Did I Get Married Too?, which individually represented between 2% and 16% of total theatrical P&A and, in the aggregate, accounted for 93% of the total theatrical P&A. Approximately $58.7 million of P&A was incurred on titles that generated less than 5% of theatrical revenue in fiscal 2011, of which $7.6 million was P&A incurred in advance for films to be released in fiscal 2012. Domestic theatrical P&A from the motion pictures segment in fiscal 2010 included P&A incurred on the release of Brothers, Daybreakers,From Paris With Love, Gamer, I Can Do Bad All By Myself, Saw VI, Precious, and Spy Next Door, which individually represented between 5% and 13% of total theatrical P&A and, in the aggregate, accounted for approximately 79% of the total theatrical P&A. Approximately $48.0 million of P&A was incurred on titles that did not contribute significant revenue in fiscal 2010, of which $31.9 million was P&A related to titles released in fiscal 2011 such as Kick-Ass,Killers, The Expendables, and Why Did I Get Married Too?.

Home entertainment distribution and marketing costs on motion pictures and television product in fiscal 2011 of $203.8 milliondecreased$10.6 million, or 4.9%, compared to $214.4 million in fiscal 2010. Home entertainment distribution and marketing costs as a percentage of home entertainment revenues was 29.5% and 32.5% in fiscal 2011 and fiscal 2010, respectively. The decrease in home entertainment distribution and marketing costs as a percentage of home entertainment revenues was primarily due to an increase in home entertainment revenue from electronic media in fiscal 2011 as compared to fiscal 2010. In addition, the decrease was also in part due to an increase in revenue associated with new releases in fiscal 2011, such as The Expendables, which generated higher revenues in relation to marketing expense, as compared to fiscal 2010.

Lionsgate UK distribution and marketing expenses in the motion pictures segment in fiscal 2011 of $45.1 millionincreased from $31.1 million in fiscal 2010, primarily due to a higher number of theatrical releases in fiscal 2011 as compared to fiscal 2010.

Media Networks includes transmission and marketing and promotion expenses from April 1, 2009 to May 27, 2009.

General and Administrative Expenses

The following table sets forth general and administrative expenses by segment for the fiscal years ended March 31, 2011 and 2010:

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	Year Ended			Year Ended			Increase (Decrease)
	March 31, 2011			March 31, 2010			Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Pictures	$	48.4		$	47.3		$	1.1		2.3	%
Television Production	11.5			9.7			1.8			18.6	%
Shared services and corporate expenses, excluding items below	56.2			55.3			0.9			1.6	%
Total general and administrative expenses before share-based compensation expense, shareholder activist matter expenses, and Media Networks	116.1			112.3			3.8			3.4	%
Share-based compensation expense	32.4			18.8			13.6			72.3	%
Shareholder activist matter	22.9			5.8			17.1			294.8	%
Media Networks	—			6.2			(6.2		)	100.0	%
	55.3			30.8			24.5			79.5	%
Total general and administrative expenses	$	171.4		$	143.1		$	28.3		19.8	%
Total general and administrative expenses as a percentage of revenue	10.8		%	9.6		%
General and administrative expenses excluding share-based compensation expense, shareholder activist matter expenses, and Media Networks, as a percentage of revenue	7.3		%	7.5		%

Total General and Administrative Expenses

General and administrative expenses increased by $28.3 million, or 19.8%, as reflected in the table above and further discussed below.

Motion Pictures

General and administrative expenses of the motion pictures segment increased$1.1 million, or 2.3%, mainly due to an increase in salary and related expenses. In fiscal 2011, $9.0 million of motion pictures production overhead was capitalized compared to $7.9 million in fiscal 2010.

Television Production

General and administrative expenses of the television production segment increased$1.8 million, or 18.6%, mainly due to an increase in salary and related expenses primarily associated with Debmar-Mercury. In fiscal 2011, $4.3 million of television production overhead was capitalized compared to $5.0 million in fiscal 2010.

Shared Services and Corporate Expenses

Shared services and corporate expenses excluding share-based compensation expense, shareholder activist matter costs and Media Networks increased$0.9 million, or 1.6%.

Shareholder activist matter costs increased$17.1 million as a result of legal and professional fees associated with a shareholder activist matter.

Share-based compensation expense increased$13.6 million, which includes $21.9 million of expense in fiscal 2011 associated with the immediate vesting of equity awards of certain executive officers triggered by the “change in control” provisions in their respective employment agreements.

Share-Based Compensation Expense. The following table sets forth share-based compensation expense included in shared services and corporate expenses for the fiscal years ended March 31, 2011 and 2010:

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	Year Ended		Year Ended		Increase (Decrease)
	March 31, 2011		March 31, 2010		Amount			Percent
	(Amounts in millions)
Share-Based Compensation Expense:
Stock options	$	2.6	$	3.2	$	(0.6	)	(18.8	)%
Restricted share units and other share-based compensation	26.0		14.4		11.6			80.6	%
Stock appreciation rights	3.8		1.2		2.6			216.7	%
	$	32.4	$	18.8	$	13.6		72.3	%

At March 31, 2011, there were unrecognized compensation costs of approximately $7.8 million related to stock options and restricted share units previously granted, including annual installments of share grants that were subject to performance targets, which will be expensed over the remaining vesting periods. At March 31, 2011, 458,037 shares of restricted share units have been awarded to two key executive officers, the vesting of which will be subject to performance targets to be set annually by the Compensation Committee of the Board of Directors of the Company. These restricted share units will vest in two annual installments assuming annual performance targets have been met. The fair value of the 458,037 shares, whose future annual performance targets have not been set, was $2.9 million, based on the market price of the Company's common shares as of March 31, 2011. The market value will be re-measured when the annual performance criteria are set and the value will be expensed over the remaining vesting periods once it becomes probable that the performance targets will be satisfied.

Depreciation, Amortization and Other Expenses (Income)

Depreciation and amortization of $5.8 million in fiscal 2011 decreased$6.7 million from $12.5 million in fiscal 2010, primarily associated with $3.2 million of depreciation and amortization recorded in fiscal 2010 from the Media Networks segment prior to its deconsolidation.

Interest expense of $55.2 million in fiscal 2011 increased$8.0 million, or 16.9%, from $47.2 million in fiscal 2010. The following table sets forth the components of interest expense for the fiscal years ended March 31, 2011 and 2010:

	Year Ended		Year Ended
	March 31, 2011		March 31, 2010
	(Amounts in millions)
Interest Expense
Cash Based:
Senior revolving credit facility	$	6.8	$	5.8
Convertible senior subordinated notes	5.6		9.1
Senior secured second-priority notes	24.2		10.8
Other	2.3		1.8
	38.9		27.5
Non-Cash Based:
Amortization of discount on:
Liability component of convertible senior subordinated notes	10.1		16.1
Senior secured second-priority notes	1.2		0.4
Amortization of deferred financing costs	5.0		3.2
	16.3		19.7
	$	55.2	$	47.2

Interest and other income was $1.7 million in fiscal 2011, compared to $1.5 million in fiscal 2010.

Loss on extinguishment of debt was $14.5 million in fiscal 2011, resulting from the July 2010 exchange and related conversion of approximately $36.0 million in aggregate principal amount of the February 2005 3.625% Notes and approximately $63.7 million in aggregate principal amount of the October 2004 2.9375% Notes. This compares to a gain of $5.7 million in fiscal 2010, resulting from the April 2009 exchange of $66.6 million of our February 2005 3.625% Notes, partially offset by a loss from the December 2009 repurchase of a portion of the October 2004 2.9375% Notes and February

34

2005 3.625% Notes.

The following table represents our portion of the income or (loss) of our equity method investees based on our percentage ownership for the fiscal years ended March 31, 2011 and 2010:

	March 31, 2011
	Ownership	Year Ended			Year Ended
	Percentage	March 31, 2011			March 31, 2010
		As adjusted (3)			As adjusted (3)
		(Amounts in millions)
FEARnet	34.5%	$	0.7		$	(0.6	)
Break Media	42.0%	(2.4		)	(0.8		)
Roadside Attractions, LLC	43.0%	0.8			(0.1		)
EPIX (1)	31.2%	(15.0		)	(37.4		)
TV Guide Network (2)	51.0%	(3.0		)	(0.1		)
Tiger Gate	45.5%	(1.8		)	—
		$	(20.7	)	$	(39.0	)

 ______________________

(1) We license certain of our theatrical releases and other films and television programs to EPIX. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest income (loss) of the venture. These profits are recognized as they are realized by the venture (see Note 7 to our consolidated financial statements).

(2) We license certain films and/or television programs to TV Guide Network. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest loss of the venture. These profits are recognized as they are realized by the venture (see Note 7 to our consolidated financial statements).

(3) Due to the elimination of the one-quarter lag in reporting EPIX's results at March 31, 2012, equity interest loss for EPIX for the years ended March 31, 2011 and March 31, 2010 have been adjusted as shown above (see Note 7 to our consolidated financial statements for further information).

Income Tax Provision

We had an income tax expense of $4.3 million, or (16.3%), of loss before income taxes in fiscal 2011, compared to an expense of $1.2 million, or (4.2%), of loss before income taxes in fiscal 2010. The tax expense reflected in fiscal 2011 is primarily attributable to deferred U.S. income taxes and foreign withholding taxes. Our actual annual effective tax rate will differ from the statutory federal rate as a result of several factors, including changes in the valuation allowance against net deferred tax assets, non-temporary differences, foreign income taxed at different rates, and state and local income taxes. Income tax loss carryforwards, subject to certain limitations that may prevent us from fully utilizing them, amount to approximately $179.0 million for U.S. federal income tax purposes available to reduce income taxes over twenty years, $123.5 million for U.S. state income tax purposes available to reduce income taxes over future years with varying expirations, $31.7 million for Canadian income tax purposes available to reduce income taxes over 20 years with varying expirations, and $6.8 million for UK income tax purposes available indefinitely to reduce future income taxes.

Net Loss

Net loss for the fiscal year ended March 31, 2011 was $30.4 million, or basic and diluted net loss per common share of $0.23 on 131.2 million weighted average common shares outstanding. This compares to net loss for the fiscal year ended March 31, 2010 of $30.3 million, or basic and diluted net loss per common share of $0.26 on 117.5 million weighted average common shares outstanding.

Liquidity and Capital Resources

Our liquidity and capital resources have been provided principally through cash generated from operations, our senior revolving credit facility, senior secured second-priority notes, term loan, issuance of convertible senior subordinated notes, the Film Credit Facility (as hereafter defined), borrowings under individual production loans, and our Pennsylvania Regional Center credit facility.

Senior Revolving Credit Facility

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Outstanding Amount. At March 31, 2012, we had borrowings of $99.8 million (March 31, 2011 — $69.8 million).

Availability of Funds. At March 31, 2012, there was $230.2 million available (March 31, 2011 — $255.2 million). The senior revolving credit facility provides for borrowings and letters of credit up to an aggregate of $340 million. The availability of funds is limited by a borrowing base and also reduced by outstanding letters of credit which amounted to $10.0 million at March 31, 2012 (March 31, 2011 — $15.0 million).

Maturity Date. The senior revolving credit facility expires July 25, 2013.

Interest. As of March 31, 2012, the senior revolving credit facility bore interest of 2.5% over the “Adjusted LIBOR” rate (effective interest rate of 2.74% as of both March 31, 2012 and March 31, 2011).

Commitment Fee. We are required to pay a quarterly commitment fee based upon 0.5% per annum on the total senior revolving credit facility of $340 million less the amount drawn.

Security. Obligations under the senior revolving credit facility are secured by collateral (as defined in the credit agreement) granted by us and certain of our subsidiaries, as well as a pledge of equity interests in certain of our subsidiaries.

Covenants. The senior revolving credit facility contains a number of affirmative and negative covenants that, among other things, require us to satisfy certain financial covenants and restrict our ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate.

Change in Control. Under the senior revolving credit facility, we may also be subject to an event of default upon a change in control (as defined in the credit agreement) which, among other things, includes a person or group acquiring ownership or control in excess of 50% (amended from 20% on June 22, 2010) of our common shares.

Senior Secured Second-Priority Notes

On October 21, 2009, LGEI, our wholly-owned subsidiary, issued $236.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the “October 2009 Senior Notes”) in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act.

On May 13, 2011, LGEI issued approximately $200.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the “May 2011 Senior Notes”, and collectively with the October 2009 Senior Notes, the “Senior Notes”) in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act. The May 2011 Senior Notes have the same terms as the October 2009 Senior Notes, except for the issue date, issue price and first interest payment.

In August 2011, a subsidiary of LGEI paid $9.9 million to repurchase $10.0 million of aggregate principal amount (carrying value — $9.9 million) of the Senior Notes in the open market. We recorded a loss on extinguishment in the quarter ended September 30, 2011 of $0.4 million, which included $0.5 million of deferred financing costs written off. In September 2011, in connection with the common shares repurchased as discussed in Note 2 to our consolidated financial statements, LGEI resold such Senior Notes at 99.0% of the $10.0 million face amount thereof, plus accrued interest thereon from May 1, 2011, resulting in gross proceeds of approximately $10.2 million.

Outstanding Amount. The outstanding amount is set forth in the table below:

	March 31, 2012
	Principal		Unamortized Premium/ (Discount)			Net Carrying Amount
	(Amounts in thousands)
Senior Secured Second-Priority Notes	$	436,000	$	(4,490	)	$	431,510

Maturity Date. The Senior Notes are due November 1, 2016.

Original Issue Discount/Premium. The October 2009 Senior Notes were issued by LGEI at an initial price of 95.222% (original issue discount — 4.778%) of the principal amount. The May 2011 Senior Notes were issued by LGEI at an initial price of 102.219% (original issue premium — 2.219%) of the principal amount, plus accrued interest thereon from May 1, 2011, resulting in gross proceeds of approximately $204.4 million and net proceeds of approximately $192.4 million after fees and expenses, including $5.6 million paid in connection with the consent solicitation of holders of the October 2009 Senior Notes. The original issue discount/premium, interest and deferred financing costs are being amortized through November 1,

36

2016 using the effective interest method. As of March 31, 2012, the remaining amortization period was 4.6 years.

Interest. The Senior Notes pay interest semi-annually on May 1 and November 1 of each year at a rate of 10.25% per year.

Security. The Senior Notes are guaranteed on a senior secured basis by us, and certain wholly-owned subsidiaries of both us and LGEI. The Senior Notes are ranked junior in right of payment to our senior revolving credit facility, ranked equally in right of payment to our subordinated notes, and ranked senior to any of our unsecured debt.

Covenants. The Senior Notes contain certain restrictions and covenants that, subject to certain exceptions, limit our ability to incur additional indebtedness, pay dividends or repurchase our common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations.

Under the terms of the Senior Notes, there are certain covenants which restrict our ability to incur certain additional indebtedness, make certain “restricted payments” as defined, and other items. These covenants require certain ratios, such as the Secured Leverage Ratio and Consolidated Leverage Ratio (as defined in the indentures), to meet certain specified thresholds before such additional indebtedness, restricted payments or other items are permitted under the terms of the indenture. These ratios are partially based on the net borrowing base amount, as calculated pursuant to the indenture. The following table sets forth the total gross and net borrowing base and certain components of the borrowing base as prescribed by the indenture to the Senior Notes:

Borrowing Base Definition Clause (2)	Category Name	March 31, 2012
		Gross (1)			Rate	Net (1)
		(Amounts in millions)
(i)	Eligible Major Domestic Receivables	$	170.8	@	100%	$	170.8
(ii)	Eligible Acceptable Domestic Receivables	172.8		@	90%	155.5
(iii)	Eligible Acceptable Foreign Receivables	28.8		@	85%	24.5
(iv)	Acceptable Tax Credits	42.6		@	85%/75%	33.7
(v)	Other Domestic Receivables	43.4		@	50%	21.7
(vi)	Other Foreign Receivables	18.2		@	50%	9.1
	Borrowing Base from Receivables	$	476.6			$	415.3
(vii)	Eligible Film Library	596.6		@	50%	298.3
(viii)	Eligible Video Cassette Inventory	30.5			lesser of 50% or $10 million	10.0
(ix)	Total Home Video, Pay Television, Free Television Credits	158.3			Misc.	158.3
(xiii)	Cash Collateral Accounts	2.4		@	100%	2.4
(xiv)	P&A Credit	10.4		@	50%	5.2
	Borrowing Base at March 31, 2012	$	1,274.8			$	889.5

(1) Gross amount represents the amount as of each applicable category and the net amount represents the acceptable portion of that amount permitted to be counted in the Borrowing Base (as defined) under the indenture.

(2) The following numbered clauses from the Borrowing Base definition were either not applicable or not material as of March 31, 2012: (x) Direct to Video Credit; (xi) Foreign Rights Credit; (xii) Eligible L/C Receivables.

Term Loan

In connection with the acquisition of Summit (see Note 15 to our consolidated financial statements), the Company entered into a new $500.0 million principal amount term loan agreement (the "Term Loan") and received net proceeds of $476.2 million, after original issue discount and offering fees and expenses. The net proceeds were used in connection with the acquisition of Summit to pay off Summit's existing term loan.

Outstanding Amount. The outstanding amount of the Term Loan is set forth in the table below:

37

	March 31, 2012
	(Amounts in thousands)
Principal amount	$	484,664
Unamortized discount	(7,150		)
Net carrying amount	$	477,514

Maturity Date. The Term Loan matures on September 7, 2016. The Term Loan is repayable in quarterly installments equal to $13.75 million, with the balance payable on the final maturity date. The Term Loan is also repayable periodically to the extent of the excess cash flow, as defined, generated by Summit and its subsidiaries.

Interest. The Term Loan bears interest by reference to a base rate or the LIBOR rate (subject to a LIBOR floor of 1.25%), in either case plus an applicable margin of 4.50% in the case of base rate loans and 5.50% in the case of LIBOR loans (effective interest rate of 7.75% and 6.75%, respectively as of March 31, 2012).

Security. The Term Loan is secured by collateral of the Summit assets.

Covenants. The Term Loan contains a number of affirmative and negative covenants that, among other things, require Summit to satisfy certain financial covenants.

Convertible Senior Subordinated Notes

As of March 31, 2012, we have convertible senior subordinated notes outstanding of $135.4 million in aggregate principal amount (carrying value — $104.5 million). In October 2014, $0.3 million of these convertible senior subordinated notes are redeemable by the holder and beginning in March 2015, an additional $90.1 million of these convertible senior subordinated notes are redeemable by the holder.

January 2012 Convertible Senior Subordinated Notes Issuance. On January 11, 2012, LGEI sold $45.0 million in aggregate principal amount of 4.00% Convertible Senior Subordinated Notes with a maturity date of January 11, 2017. The proceeds were used to fund a portion of the acquisition of Summit discussed in Note 15 to our consolidated financial statements. Interest on the January 2012 4.00% Notes is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2012. The January 2012 4.00% Notes are convertible into common shares of the Company at any time prior to maturity or repurchase by the Company, at an initial conversion price of approximately $10.50 per share, subject to adjustment in certain circumstances as specified in the Indenture.

October 2011 Repurchase of the October 2004 2.9375% Notes.On October 15, 2011, certain holders of the October 2004 2.9375% Notes required LGEI to repurchase $26.6 million in aggregate principal amount (carrying value - $26.6 million) of the October 2004 2.9375% Notes, pursuant to the redemption terms of the October 2004 2.9375% Notes. LGEI paid approximately $27.0 million for the repurchase on October 17, 2011, representing a price equal to 100% of the principal amount, together with accrued and unpaid interest through October 17, 2011.

May 2011 Repurchase of a Portion of the October 2004 2.9375% Notes. In May 2011, LGEI paid $19.5 million to repurchase $19.4 million of aggregate principal amount (carrying value — $18.9 million) of the October 2004 2.9375% Notes. We recorded a loss on extinguishment in the quarter ended June 30, 2011 of $0.5 million, which includes $0.1 million of deferred financing costs written off. The loss represented the excess of the fair value of the liability component of the October 2004 2.9375% Notes repurchased over their carrying values, plus the deferred financing costs written off. The amount of consideration recorded as a reduction of shareholders’ equity represents the equity component of the October 2004 2.9375% Notes repurchased.

July 2010 Refinancing Exchange Agreement. On July 20, 2010, we entered into a Refinancing Exchange Agreement to exchange approximately $36.0 million in aggregate principal amount of the February 2005 3.625% Notes and approximately $63.7 million in aggregate principal amount of the October 2004 2.9375% Notes for equal principal amounts, respectively, of New 3.625% Convertible Senior Subordinated Notes due 2027 (the "New 3.625% Notes") and New 2.9375% Convertible Senior Subordinated Notes due 2026 (the "New 2.9375% Notes," and together with the New 3.625% Notes, the "New Notes"). The New Notes took effect immediately and all terms were identical to the February 2005 3.625% Notes and October 2004 2.9375% Notes except that the New Notes had an extended maturity date, extended put rights by two years, and were immediately convertible at an initial conversion rate of 161.2903 of our common shares per $1,000 principal amount of New Notes (conversion price per share of $6.20), subject to specified contingencies.

On July 20, 2010, the New Notes were converted into 16,236,305 of our common shares. As a result, the New Notes are no

38

longer outstanding as of July 20, 2010.

Key Terms of Convertible Senior Subordinated Notes:

October 2004 2.9375% Notes. In October 2004, LGEI sold $150.0 million of the October 2004 2.9375% Notes.

Outstanding Amount: As of March 31, 2012, $0.3 million of aggregate principal amount (carrying value — $0.3 million) of the October 2004 2.9375% Notes remains outstanding.

Interest: Interest on the October 2004 2.9375% Notes is payable semi-annually on April 15 and October 15.

Maturity Date: The October 2004 2.9375% Notes mature on October 15, 2024.

Redeemable by LGEI: LGEI may redeem the October 2004 2.9375% Notes at 100% of the principal amount, together with accrued and unpaid interest up to, but excluding the date of redemption.

Repurchase Events: The holder may require LGEI to repurchase the October 2004 2.9375% Notes on October 15, 2014 and 2019 or upon a change in control or termination of trading at a price equal to 100% of the principal amount, together with accrued and unpaid interest up to, but excluding the date of repurchase. See above for further information on the October 2004 2.9375% Notes that were redeemed on October 17, 2011 due to the holders exercise of their right to require LGEI to repurchase the October 2004 2.9375% Notes on October 15, 2011.

Conversion Features: The holder may convert the October 2004 2.9375% Notes into our common shares prior to maturity only if the price of our common shares issuable upon conversion of a note reaches or falls below a certain specific threshold over a specified period, the notes have been called for redemption, a change in control occurs or certain other corporate transactions occur. Before the close of business on or prior to the trading day immediately before the maturity date, the holder may convert the notes into our common shares. The conversion rate is equal to 86.9565 shares per $1,000 principal amount of the October 2004 2.9375% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $11.50 per share. Upon conversion of the October 2004 2.9375% Notes, we have the option to deliver, in lieu of common shares, cash or a combination of cash and our common shares.

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of our notes or the holder converts the notes upon a change in control, they will be entitled to receive a make whole premium. The amount of the make whole premium, if any, will be based on the price of our common shares on the effective date of the change in control. No make whole premium will be paid if the price of our common shares at such time is less than $8.79 per share or exceeds $50.00 per share.

February 2005 3.625% Notes. In February 2005, LGEI sold $175.0 million of the February 2005 3.625% Notes.

Outstanding Amount: As of March 31, 2012, $23.5 million of aggregate principal amount (carrying value — $23.5 million) of the February 2005 3.625% Notes remains outstanding.

Interest: Interest on the February 2005 3.625% Notes is payable at 3.625% per annum semi-annually on March 15 and September 15 until March 15, 2012 and at 3.125% per annum thereafter until maturity.

Maturity Date: The February 2005 3.625% Notes will mature on March 15, 2025.

Redeemable by LGEI: LGEI may redeem all or a portion of the February 2005 3.625% Notes at its option on or after March 15, 2012 at 100% of their principal amount, together with accrued and unpaid interest up to, but excluding the date of redemption.

Repurchase Events: The holder may require LGEI to repurchase the February 2005 3.625% Notes on March 15, 2015 and 2020 or upon a change in control or termination of trading at a price equal to 100% of the principal amount, together with accrued and unpaid interest up to, but excluding the date of repurchase.

Conversion Features: The February 2005 3.625% Notes are convertible, at the option of the holder, at any time before the maturity date, if the notes have not been previously redeemed or repurchased, at a conversion rate equal to 70.0133 shares per $1,000 principal amount of the February 2005 3.625% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $14.28 per share. Upon conversion of the February 2005 3.625% Notes, we have the option to deliver, in lieu of common shares, cash or a combination of cash and our common shares.

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of their notes upon a change in control, they will be entitled to receive a make whole premium. The amount of the make whole premium, if any, will be based on the price of our common shares on the effective date of the change in control. No make

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whole premium will be paid if the price of our common shares at such time is less than $10.35 per share or exceeds $75.00 per share.

April 2009 3.625% Notes. In April 2009, LGEI issued approximately $66.6 million of 3.625% Convertible Senior Subordinated Notes (the “April 2009 3.625% Notes”).

Outstanding Amount: As of March 31, 2012, $66.6 million of aggregate principal amount (carrying value — $45.5 million) of the April 2009 3.625% Notes remains outstanding.

Interest: Interest on the April 2009 3.625% Notes is payable at 3.625% per annum semi-annually on March 15 and September 15 of each year.

Maturity Date: The April 2009 3.625% Notes will mature on March 15, 2025.

Redeemable by LGEI: On or after March 15, 2015, LGEI may redeem the April 2009 3.625% Notes, in whole or in part, at a price equal to 100% of the principal amount of the April 2009 3.625% Notes to be redeemed, plus accrued and unpaid interest up to, but excluding the date of redemption.

Repurchase Events: The holder may require LGEI to repurchase the April 2009 3.625% Notes on March 15, 2015, 2018 and 2023 or upon a change in control or termination of trading at a price equal to 100% of the principal amount of the April 2009 3.625% Notes to be repurchased plus accrued and unpaid interest up to, but excluding the date of repurchase.

Conversion Features: The April 2009 3.625% Notes may be converted into our common shares at any time before maturity, redemption or repurchase. The initial conversion rate of the April 2009 3.625% Notes is 121.2121 common shares per $1,000 principal amount of the April 2009 3.625% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $8.25 per share. Upon conversion of the April 2009 3.625% Notes, we have the option to deliver, in lieu of common shares, cash or a combination of cash and our common shares.

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of their notes upon a change in control, they will be entitled to receive a make whole premium. The amount of the make whole premium, if any, will be based on the price of our common shares on the effective date of the change in control. No make whole premium will be paid if the price of our common shares at such time is less than $5.36 per share or exceeds $50.00 per share.

January 2012 4.00% Notes. In January 2012, LGEI issued approximately $45.0 million of January 2012 4.00% Notes.

Outstanding Amount: As of March 31, 2012, $45.0 million of aggregate principal amount (carrying value — $35.2 million) of the January 2012 4.00% Notes remains outstanding.

Interest: Interest on the January 2012 4.00% Notes is payable at 4.00% per annum semi-annually on January 15 and July 15 of each year, commencing on July 15, 2012.

Maturity Date: The January 2012 4.00% Notes will mature on January 11, 2017.

Conversion Features: The January 2012 4.00% Notes are convertible into common shares of the Company at any time prior to maturity or repurchase by the Company, at an initial conversion price of approximately $10.50  per share, subject to adjustment in certain circumstances as specified in the Indenture. Upon conversion of the January 2012 4.00% Notes, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company.

Repurchase Events: The holder may require LGEI to repurchase the January 2012 4.00% Notes on upon certain change in control, change of management or termination of trading at a price equal to 100% of the principal amount of the January 2012 4.00% Notes to be repurchased plus accrued and unpaid interest up to, but excluding the date of repurchase.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Production Loans and Participation Financing Arrangements

Individual Production Loans

As of March 31, 2012, amounts outstanding under individual production loans were $353.0 million. Individual productions loans represent individual loans for the production of film and television programs that we produce. Individual production loans have contractual repayment dates either at or near the expected completion date, with the exception of certain loans

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containing repayment dates on a longer term basis. Individual production loans of $338.0 million incur interest at rates ranging from 3.49% to 3.99%, and approximately $15.0 million of production loans are non-interest bearing.

Film Credit Facility

On October 6, 2009, we entered into a revolving film credit facility agreement, as amended effective December 31, 2009 and June 22, 2010 (the “Film Credit Facility”), which provides for borrowings for the acquisition or production of motion pictures.

Outstanding Amount. At March 31, 2012, we had borrowings of $43.9 million (March 31, 2011 — $20.4 million).

Availability of Funds. Currently, the Film Credit Facility provides for total borrowings up to $130 million, subject to a borrowing base, which can vary based on the amount of sales contracts in place on pictures financed under the facility. The Film Credit Facility can be increased to $200 million if additional qualified lenders or financial institutions become a party to and provide a commitment under the facility.

Maturity Date. The Film Credit Facility has a maturity date of April 6, 2013. Borrowings under the Film Credit Facility are due the earlier of (a) nine months after delivery of each motion picture or (b) April 6, 2013.

Interest. As of March 31, 2012, the Film Credit Facility bore interest of 3.25% over the “LIBO” rate (as defined in the credit agreement). The weighted average interest rate on borrowings outstanding as of March 31, 2012 was 3.49% (March 31, 2011 — 3.49%).

Commitment Fee. We are required to pay a quarterly commitment fee of 0.75% per annum on the unused commitment under the Film Credit Facility.

Security. Borrowings under the Film Credit Facility are subject to a borrowing base calculation and are secured by interests in the related motion pictures, together with certain other receivables from other motion picture and television productions pledged by us, including a minimum pledge of such receivables of $25 million. Receivables pledged to the Film Credit Facility must be excluded from the borrowing base calculation under our senior revolving credit facility as described in Note 9 to our consolidated financial statements.

Pennsylvania Regional Center

General. On April 9, 2008, we entered into a loan agreement with the Pennsylvania Regional Center which provides for the availability of production loans up to $65.5 million on a five-year term for use in film and television productions in the State of Pennsylvania. The amount that was borrowed was limited to approximately one half of the qualified production costs incurred in the State of Pennsylvania through the two-year period ended April 2010, and is subject to certain other limitations. Under the terms of the loan, for every dollar borrowed, our production companies are required (within a two-year period) to either create a specified number of jobs, or spend a specified amount in certain geographic regions in the State of Pennsylvania.

Outstanding Amount. At March 31, 2012, we had borrowings of $65.5 million.

Availability of Funds. At March 31, 2012, there were no amounts available under this agreement.

Maturity Date. All amounts borrowed under this loan agreement with the Pennsylvania Regional Center are due April 11, 2013, five years from the date that we began to borrow under this agreement.

Interest. Amounts borrowed under the agreement carry an interest rate of 1.5%, which is payable semi-annually.

Security. The loan is secured by a first priority security interest in our film library pursuant to an intercreditor agreement with our senior lender under our senior revolving credit facility. Pursuant to the terms of our senior revolving credit facility, we are required to maintain certain collateral equal to the loans outstanding plus 5% under this facility. Such collateral can consist of cash, cash equivalents or debt securities, including our convertible senior subordinated notes repurchased. As of March 31, 2012, $72.8 million principal value (fair value — $83.1 million) of our convertible senior subordinated notes repurchased in December 2009 (see Note 9 to our consolidated financial statements) was held as collateral under our senior revolving credit facility.

Filmed Entertainment Backlog

Filmed Entertainment Backlog. Backlog represents the amount of future revenue not yet recorded from contracts for the licensing of films and television product for television exhibition and in international markets. Backlog at March 31, 2012 and March 31, 2011 was $999.7 million ($400.5 million of which related to Summit) and $532.0 million, respectively.

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Discussion of Operating, Investing, Financing Cash Flows

Cash Flows Used in Operating Activities. Cash flows used in operating activities for the year ended March 31, 2012 were $214.1 million compared to cash flows provided by operating activities for the year ended March 31, 2011 of $42.3 million, and cash flows used in operating activities for the year ended March 31, 2010 of $135.0 million. The increase in cash used in operating activities was primarily due to increases in investment in films and television programs, increases in accounts receivable, and equity interest income for the year ended March 31, 2012, offset by increases in cash provided by changes in restricted cash, accounts payable and accrued liabilities, participations and residuals, film obligations, deferred revenue, and an increase in amortization of films and television programs. The decrease in cash used in operating activities in fiscal 2011 of $42.3 million, as compared to $135.0 million in fiscal 2010, was primarily due to increases in cash provided by changes in accounts receivable, accounts payable and accrued liabilities, participations and residuals, film obligations and deferred revenues, increases in non-cash stock-based compensation, loss on extinguishment of debt and equity interest loss, offset by a higher net loss generated in the year ended March 31, 2011 compared to the year ended March 31, 2010, and increases in restricted cash and investment in films and television programs

Cash Flows Used in Investing Activities. Cash flows used in investing activities of $552.2 million for the year ended March 31, 2012 consisted of $553.7 million for the acquisition of Summit, net of cash acquired, $1.9 million for purchases of property and equipment, $1.0 million of capital contributions to companies accounted for as equity method investments, and $4.7 million for an increase in loans made to Break Media, offset by $9.1 million of proceeds from the sale of asset disposal group from the sale of Maple Pictures, net of transaction costs and cash disposed of $3.9 million. Cash flows used in investing activities of $28.4 million for the year ended March 31, 2011 consisted of $15.0 million for the buy-out of the earn-out associated with the acquisition of Debmar-Mercury, $2.8 million for purchases of property and equipment and $24.7 million of capital contributions to companies accounted for as equity method investments, partially offset by $8.1 million repayments on loans made to a third-party producer and net proceeds of $7.0 million from the sale of restricted investments. Cash flows used in investing activities of $43.9 million for the year ended March 31, 2010 consisted of $3.7 million for purchases of property and equipment, $47.1 million for the investment in equity method investees, offset by $8.3 million of repayments on loans made to a third-party producer.

Cash Flows Provided by/Used in Financing Activities. Cash flows provided by financing activities of$747.4 million for the year ended March 31, 2012 resulted from the receipt of net proceeds of $202.0 million from the sale of $200.0 million of Senior Notes in May 2011, borrowings of $390.7 million under the senior revolving credit facility and $381.9 million under production loans, borrowings of $476.2 million under the Term Loan associated with the acquisition of Summit, $45.0 million of proceeds from the issuance of convertible senior subordinated notes, and $3.5 million from the exercise of stock options partially offset by $360.7 million repayment on the senior revolving credit facility, $238.7 million repayment of production loans, $77.1 million payment for the repurchase of common shares, $46.1 million payment for the repurchase of convertible senior subordinated notes, $9.9 million payment for the repurchase of Senior Notes, $15.1 million repayment of the Term Loan associated with the acquisition of Summit, and $4.3 million paid for tax withholding requirements associated with our equity awards. Cash flows used in financing activities of $1.5 million for the year ended March 31, 2011 resulted from borrowings of $525.3 million under the senior revolving credit facility, $138.0 million under production loans, and $3.1 million decrease in restricted cash collateral requirement under the Film Credit Facility, partially offset by $472.5 million repayment on the senior revolving credit facility, $181.9 million repayment of production loans, and $13.5 million paid for tax withholding requirements associated with our equity awards. Cash flows provided by financing activities of $108.5 million for the year ended March 31, 2010 resulted from the receipt of net proceeds of $214.7 million from the sale of $236.0 million of Senior Notes in October 2009, borrowings of $302.0 million under the senior revolving credit facility, increased production loans of $238.3 million and proceeds of $109.8 million from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of our 49% interest in TV Guide Network, net of unrestricted cash deconsolidated, offset by $540.0 million repayment on the senior revolving credit facility, $139.0 million repayment of production loans, $75.2 million repayment on the repurchase of convertible senior subordinated notes, $2.0 million paid for tax withholding requirements associated with our equity awards, and $0.1 million repayment of other financing obligations.

Anticipated Cash Requirements. The nature of our business is such that significant initial expenditures are required to produce, acquire, distribute and market films and television programs, while revenues from these films and television programs are earned over an extended period of time after their completion or acquisition. We believe that cash flow from operations, cash on hand, senior revolving credit facility availability, tax-efficient financing, and available production financing will be adequate to meet known operational cash and debt service (i.e. principal and interest payments) requirements for the foreseeable future, including the funding of future film and television production, film rights acquisitions and theatrical and video release schedules, and future equity method investment funding requirements. We monitor our cash flow liquidity, availability, fixed charge coverage, capital base, film spending and leverage ratios with the long-term goal of maintaining our credit worthiness.

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Our current financing strategy is to fund operations and to leverage investment in films and television programs through our cash flow from operations, our senior revolving credit facility, single-purpose production financing, the Film Credit Facility, government incentive programs, film funds, and distribution commitments. In addition, we may acquire businesses or assets, including individual films or libraries that are complementary to our business. Any such transaction could be financed through our cash flow from operations, credit facilities, equity or debt financing. If additional financing beyond our existing cash flows from operations and credit facilities cannot fund such transactions, there is no assurance that such financing will be available on terms acceptable to us. We may also dispose of businesses or assets, including individual films or libraries, and use the net proceeds from such dispositions to fund operations or such acquisitions, or to repay debt.

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Table of Debt and Other Financing Obligations and Contractual Commitments

The following table sets forth our future annual repayment of debt and other financing obligations outstanding, and our contractual commitments as of March 31, 2012:

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	Year Ended March 31,
	2013		2014		2015		2016		2017		Thereafter		Total
Future annual repayment of debt and other financing obligations recorded as of March 31, 2012
Senior revolving credit facility	$	—	$	99,750	$	—	$	—	$	—	$	—	$	99,750
Principal amount of senior secured second-priority notes, due November 2016 (carrying value of $431.5 million at March 31, 2012)	—		—		—		—		436,000		—		436,000
Principal amount of Term loan (carrying value of $477.5 million at March 31, 2012)	55,000		55,000		55,000		55,000		264,664		—		484,664
Film obligations(1)	59,638		19,409		14,493		9,662		—		—		103,202
Production loans(1)
Individual production loans	285,567		67,393		—		—		—		—		352,960
Pennsylvania Regional Center production loans	—		65,500		—		—		—		—		65,500
Film Credit Facility	43,940		—		—		—		—		—		43,940
Principal amounts of convertible senior subordinated notes and other financing obligations (2)
October 2004 2.9375% Notes (carrying value of $0.3 million at March 31, 2012)	—		—		348		—		—		—		348
February 2005 3.625% Notes (carrying value of $23.5 million at March 31, 2012)	—		—		23,464		—		—		—		23,464
April 2009 3.625% Notes (carrying value of $45.5 million at March 31, 2012)	—		—		66,581		—		—		—		66,581
January 2012 4.00% Notes (carrying value of $35.2 million at March 31, 2012)	—		—		—		—		45,000		—		45,000
Other financing obligations	3,778		—		—		—		—		—		3,778
	447,923		307,052		159,886		64,662		745,664		—		1,725,187
Contractual commitments by expected repayment date
Distribution and marketing commitments (3)	122,140		52,000		—		—		—		—		174,140
Minimum guarantee commitments (4)	164,392		38,161		250		250		—		—		203,053
Production loan commitments (4)	93,290		—		—		—		—		—		93,290
Cash interest payments on subordinated notes and other financing obligations	5,120		5,074		5,074		1,800		1,800		—		18,868
Cash interest payments on senior secured second priority notes	44,690		44,690		44,690		44,690		44,690		—		223,450
Operating lease commitments	11,470		10,485		8,423		3,499		—		—		33,877
Other contractual obligations	140		—		—		—		—		—		140
Employment and consulting contracts	47,854		26,446		11,258		2,622		—		—		88,180
	489,096		176,856		69,695		52,861		46,490		—		834,998
Total future commitments under contractual obligations (5)	$	937,019	$	483,908	$	229,581	$	117,523	$	792,154	$	—	$	2,560,185

 ___________________

(1) Film obligations include minimum guarantees and theatrical marketing obligations. Production loans represent loans for the production of film and television programs that we produce. Repayment dates are based on anticipated delivery or

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release date of the related film or contractual due dates of the obligation.

(2) The future repayment dates of the convertible senior subordinated notes represent the next possible redemption date by the holder for each note respectively.

(3) Distribution and marketing commitments represent contractual commitments for future expenditures associated with distribution and marketing of films which we will distribute. The payment dates of these amounts are primarily based on the anticipated release date of the film.

(4) Minimum guarantee commitments represent contractual commitments related to the purchase of film rights for pictures to be delivered in the future. Production loan commitments represent amounts committed for future film production and development to be funded through production financing and recorded as a production loan liability when incurred. Future payments under these commitments are based on anticipated delivery or release dates of the related film or contractual due dates of the commitment. The amounts include future interest payments associated with the commitment.

(5) Excludes the interest payments on the senior revolving credit facility and Term Loan as future amounts are not fixed or determinable due to fluctuating balances and interest rates.

Off-Balance Sheet Arrangements

We do not have any transactions, arrangements and other relationships with unconsolidated entities that will affect our liquidity or capital resources. We have no special purpose entities that provided off-balance sheet financing, liquidity or market or credit risk support, nor do we engage in leasing, hedging or research and development services, that could expose us to liability that is not reflected on the face of our consolidated financial statements. Our commitments to fund operating leases, minimum guarantees, production loans, equity method investment funding requirements and all other contractual commitments not reflected on the face of our audited consolidated financial statements are presented in the above table.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Auditors’ Report and our Consolidated Financial Statements and Notes thereto appear in a separate section of this report (beginning on page F-1 following Part IV). The index to our Consolidated Financial Statements is included in Item 15.

ITEM 9A.    CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We periodically review the design and effectiveness of our disclosure controls and internal control over financial reporting. We make modifications to improve the design and effectiveness of our disclosure controls and internal control structure, and may take other corrective action, if our reviews identify a need for such modifications or actions.

As of March 31, 2012, the end of the period covered by this report, the Company's management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were not effective as of March 31, 2012 due to the material weakness discussed below. Our evaluation and conclusion on the effectiveness of our disclosure controls and procedures as of March 31, 2012 did not include the disclosure controls and procedures of Summit because of the timing of this acquisition, which was completed on January 13, 2012. As of March 31, 2012, Summit represented $965.9 million of total assets, $186.0 million of revenues and $27.1 million of net loss for the year then ended.

Internal Control Over Financial Reporting

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (b) that our receipts and expenditures are being recorded and made only in accordance with management's authorizations; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management has made an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2012. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our assessment of and conclusion on the effectiveness of internal control over financial reporting as of March 31, 2012 did not include the internal controls of Summit due to the short period between its acquisition in the fourth quarter on January 13, 2012 and our March 31, 2012 year end. As of March 31, 2012, Summit represented $965.9 million of total assets, $186.0 million of revenues and $27.1 million of net loss for the year then ended.

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Based on this assessment, management has identified a material weakness related to our internal controls specifically associated with the classification of certain single picture production loans within the statement of cash flows with respect to the newly acquired entity (Summit). We have taken steps to remediate this material weakness as described below under Changes in Internal Control over Financial Reporting.

Our independent registered public accounting firm, Ernst & Young LLP, audited the effectiveness of the Company's internal control over financial reporting and issued an attestation report thereon, which is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting."The Report of our Independent Registered Public Accounting Firm also did not include an evaluation of the internal control over financial reporting of Summit.

Changes in Internal Control over Financial Reporting

We acquired Summit on January 13, 2012, and the addition of Summit's financial systems and processes included changes from our internal controls over financial reporting. We have now implemented the same controls we apply for our other subsidiaries, for the classification of single picture production loans within Summit's statement of cash flows. There were no other changes in internal control over financial reporting during the fiscal fourth quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Lions Gate Entertainment Corp.

We have audited Lions Gate Entertainment Corp.'s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Lions Gate Entertainment Corp.'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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.

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.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Summit Entertainment, which is included in the 2012 consolidated financial statements of Lions Gate Entertainment Corp. and constituted $965.9 million of total assets as of March 31, 2012 and $186.0 million and $27.1 million of revenues and net loss, respectively, for the year then ended. Our audit of internal control over financial reporting of Lions Gate Entertainment Corp. also did not include an evaluation of the internal control over financial reporting of Summit Entertainment.

In our report dated May 30, 2012, we expressed an unqualified opinion that Lions Gate Entertainment Corp. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012 based on the COSO criteria. Management has subsequently determined that a deficiency in its controls specifically associated with the classification of certain single picture production loans within the statement of cash flows with respect to the newly acquired entity Summit Entertainment, LLC, existed as of March 31, 2012, and has further concluded that such deficiency represented a material weakness as of March 31, 2012. As a result, management has revised its assessment, as presented in Item 9A, “Management's Report on Internal Control Over Financial Reporting”, to conclude that the Company's internal control over financial reporting was not effective as of March 31, 2012. Accordingly, our present opinion on the effectiveness of the Corporation's internal control over financial reporting as of March 31, 2012, as expressed herein, is different from that expressed in our previous report.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment. Management has identified a material weakness in its controls specifically associated with the classification of certain single picture production loans within the statement of cash flows with respect to the newly acquired entity Summit Entertainment, LLC. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Lions Gate Entertainment Corp. as of March 31, 2012 and 2011, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended March 31, 2012 of

49

Lions Gate Entertainment Corp. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the March 31, 2012 financial statements and this report does not affect our report dated May 30, 2012, except for Note 2, as to which the date is June 21, 2012, which expressed an unqualified opinion on those financial statements.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Lions Gate Entertainment Corp. has not maintained effective internal control over financial reporting as of March 31, 2012, based on the COSO criteria.

/s/ Ernst & Young LLP

Los Angeles, California

May 30, 2012, except for the effects of the material weakness described in the sixth paragraph as to which the date is June 21, 2012.

50

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

(1) Financial Statements

The financial statements listed on the accompanying Index to Financial Statements are filed as part of this report at pages F-1 to F-68.

(2) Financial Statement Schedules

Schedule II. Valuation and Qualifying Accounts

All other Schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule.

(3) and (b) Exhibits

The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.

51

Item 15(a).

Schedule II. Valuation and Qualifying Accounts

Lions Gate Entertainment Corp.

March 31, 2012

(In Thousands)

COL. A.	COL. B.		COL. C.							COL. D.					COL. E.
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses (1)			Charged to Other Accounts - Describe				Deductions - Describe					Balance at End of Period
Year Ended March 31, 2012:
Reserves:
Video returns and allowances	$	90,715	$	153,430		$	14,940	(2	)	$	(165,225	)	(3	)	$	93,860
Provision for doubtful accounts	2,427		1,986			168		(2	)	(30		)	(4	)	4,551
Total	$	93,142	$	155,416		$	15,108			$	(165,255	)			$	98,411
Year Ended March 31, 2011:
Reserves:
Video returns and allowances	$	87,978	$	203,086		$	478	(2	)	$	(200,827	)	(3	)	$	90,715
Provision for doubtful accounts	7,676		(922		)	300		(2	)	(4,627		)	(4	)	2,427
Total	$	95,654	$	202,164		$	778			$	(205,454	)			$	93,142
Year Ended March 31, 2010:
Reserves:
Video returns and allowances	$	98,947	$	178,865		$	1,103	(2	)	$	(190,937	)	(3	)	$	87,978
Provision for doubtful accounts	9,847		1,412			624		(2	)	(4,207		)	(4	)	7,676
Total	$	108,794	$	180,277		$	1,727			$	(195,144	)			$	95,654

____________________________

(1) Charges for video returns and allowances are charges against revenue.

(2) Opening balances due to acquisitions, including the acquisition of Summit Entertainment, LLC in the year ended March 31, 2012, and fluctuations in foreign currency exchange rates.

(3) Actual video returns and fluctuations in foreign currency exchange rates. The year ended March 31, 2011 includes a reclassification of video returns and allowances due to the sale of Maple Pictures.

(4) Uncollectible accounts written off and fluctuations in foreign currency exchange rates. The year ended March 31, 2011 includes a reclassification of the provision for doubtful accounts due to the sale of Maple Pictures. Additionally, the year ended March 31, 2010 includes a reclassification of the provision for doubtful accounts due to the deconsolidation of TV Guide Network.

52

Item 15(b).

INDEX TO EXHIBITS

Exhibit
Number	Description of Documents
3.1(3)	Articles
3.2(29)	Notice of Articles
3.3(6)	Vertical Short Form Amalgamation Application
3.4(6)	Certificate of Amalgamation
4.4(1)	Indenture dated as of October 4, 2004 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and J.P. Morgan Trust Company, National Association
4.5(1)	Form of 2.9375% Convertible Senior Subordinated Notes due 2024
4.6(1)	Form of Guaranty of 2.9375% Convertible Senior Subordinated Notes due 2024
4.7(2)	Indenture dated as of February 24, 2005 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and J.P. Morgan Trust Company, National Association
4.8(2)	Form of 3.625% Convertible Senior Subordinated Notes due 2025
4.9(2)	Form of Guaranty of 3.625% Convertible Senior Subordinated Notes due 2025
4.10(10)	Form of Refinancing Exchange Agreement dated April 27, 2009
4.11(10)	Form of Indenture dated as of April 27, 2009 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and The Bank of New York Mellon Trust Company, N.A.
4.12(10)	Form of 3.625% Convertible Senior Subordinated Notes Due 2025 dated as of April 27, 2009
4.13(10)	Form of Guaranty of 3.625% Convertible Senior Subordinated Notes due 2025 dated as of April 27, 2009
4.16(25)	Form of Lions Gate Entertainment Inc. 3.625% Convertible Senior Subordinated Note due 2027
4.17(26)	Form of Lions Gate Entertainment Inc. 2.9375% Convertible Senior Subordinated Note due 2026
4.16(30)	Supplemental Indenture dated May 13, 2011 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.
4.17(37)	Indenture, dated January 11, 2012 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., and The Bank of New York Mellon Trust Company, N.A., as Trustee
10.3(3)*	2004 Performance Plan Restricted Share Unit Agreement
10.4(5)*	2004 Performance Incentive Plan
10.5(3)*	Form of 2004 Performance Incentive Plan Nonqualified Stock Option Agreement
10.7*x	Director Compensation Summary
10.29(4)	Agreement dated as of December 6, 2005 between Lions Gate Film, Inc. and Sobini Films, with respect to the distribution rights to the motion picture entitled “The Prince and Me II.”
10.30(4)	Agreement dated as of March 24, 2005 between Lions Gate Films Inc. and Sobini Films, with respect to the distribution rights to the motion picture entitled “Streets of Legend.”
10.31(4)	Agreement dated as of December 6, 2005 between Lions Gate Films Inc. and Sobini Films, with respect to the distribution rights to the motion picture entitled “Peaceful Warrior.”
10.32(4)	Purchase Agreement dated March 17, 2006 between Lions Gate Entertainment Corp. and Icon International, Inc.
10.33(4)	Vendor Subscription Agreement dated March 17, 2006 between Lions Gate Entertainment Corp. and Icon International, Inc.
10.34(4)	Agreement, by and between Ignite, LLC and Lions Gate Films Inc., entered into June 13, 2006 and dated and effective as of March 13, 2006
10.36(6)+	Master Covered Picture Purchase Agreement, by and between LG Film Finance I, LLC and Lions Gate Films Inc., dated as of May 25, 2007
10.37(6)+	Master Distribution Agreement, by and between Lions Gate Films Inc. and LG Film Finance I, LLC, dated as of May 25, 2007
10.38(6)+	Limited Liability Company Agreement for LG Film Finance I, LLC, dated as of May 25, 2007
10.40(7)+	Revenue Participation Purchase Agreement dated as of July 25, 2007 among Lions Gate Entertainment Inc., Lions Gate Films Inc., Lions Gate Television Inc., MQP, LLC and SGF Entertainment, Inc.
10.41(7)+	Master Distribution Agreement (Film Productions) dated as of July 25, 2007 between MQP LLC and Lions Gate Films Inc.
10.42(7)+	Master Distribution Agreement (Television Productions) dated as of July 25, 2007 between MQP LLC and Lions Gate Television Inc.

53

Exhibit
Number	Description of Documents
10.43(8)	Purchase Agreement by and among the Sellers, Lions Gate Entertainment Corp., Lions Gate Entertainment Inc., Mandate Pictures, LLC and Joseph Drake dated September 10, 2007.
10.49(9)+	First Amendment dated January 30, 2008 to Master Covered Picture Purchase Agreement by and between LG Film Finance I, LLC and Lions Gate Films, Inc. dated as of May 25, 2007
10.51(11)+	Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement by and among Lions Gate Entertainment Inc., Lions Gate UK Limited, Lions Gate Australia Pty Limited, the Guarantors referred to therein, the Lenders referred to therein, JPMorgan Chase Bank, N.A. and Wachovia Bank, N.A., dated of July 25, 2008
10.52(12)*	Amendment of Employment Agreement between the Company and Jon Feltheimer dated September 18, 2008
10.53(12)*	Amendment of Employment Agreement between the Company and Michael Burns dated September 22, 2008
10.54(13)*	Amendment of Employment Agreement between the Company and Jon Feltheimer dated October 8, 2008
10.55(14)	Equity Purchase Agreement dated January 5, 2009, by and among Lions Gate Entertainment, Inc., Gemstar-TV Guide International, Inc., TV Guide Entertainment Group, Inc., UV Corporation and Macrovision Solutions Corporation
10.56(15)*	Employment Agreement between the Company and James Keegan dated January 14, 2009
10.57(16)*	Amended and Restated Employment Agreement between the Company and Jon Feltheimer dated December 15, 2008
10.58(16)*	Amended and Restated Employment Agreement between the Company and Michael Burns dated December 15, 2008
10.60(16)*	Amended and Restated Employment Agreement between the Company and James Keegan dated December 15, 2008
10.61(16)*	Amended and Restated Employment Agreement between the Company and Wayne Levin dated December 15, 2008
10.62(16)	Form of Director Indemnity Agreement
10.64(17)*	Employment Agreement between Lions Gate Films, Inc. and Wayne Levin dated April 6, 2009
10.65(19)+	Equity Purchase Agreement between TVGN Holdings, LLC, Lionsgate Channels, Inc. and Lions Gate Entertainment Inc. dated May 28, 2009
10.66(19)+	Amended and Restated Operating Agreement of TV Guide Entertainment Group, LLC dated as of May 28, 2009
10.67(20)	Letter Agreement between Mark H. Rachesky and Lions Gate Entertainment Corp. dated July 9, 2009
10.68(21)	Registration Rights Agreement, dated as of October 22, 2009, by and among Lions Gate Entertainment Corp. and the persons listed on the signature pages thereto.
10.69(22)*	Amendment of Employment Agreement, dated as of November 2, 2009, by and between the Company and Michael Burns.
10.70(18)+	Amendment No. 1 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008, with the guarantors and lenders referred to therein, JP Morgan ChaseBank, N.A., as administrative agent and issuing bank, and Wachovia Bank, N.A., as syndication agent.
10.71(23)	Amendment No. 2 dated as of November 24, 2009 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 among Lions Gate Entertainment Inc., Lions Gate UK Limited and Lions Gate Australia Pty Limited, as Borrowers, the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as Administrative Agent and as Issuing Bank and Wachovia Bank, N.A., as Syndication Agent.
10.72(24)+	Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009, among Lions Gate Mandate Financing Vehicle Inc., the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, Union Bank, N.A., as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank, National Association as documentation agent.
10.73(24)	Indenture dated as of October 21, 2009 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., the guarantors referred to therein and U.S. Bank National Association.
10.74(24)	Pledge and Security Agreement dated as of October 21, 2009 among Lions Gate Entertainment, Inc., the grantors listed therein and U.S. Bank National Association.
10.75(24)	Intercreditor Agreement dated as of October 21, 2009 among JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, Lions Gate Entertainment, Inc. and the loan parties referred to therein.
10.76(24)+	Amendment No. 1, executed on January 22, 2010 and dated as of December 31, 2009, to Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009, among Lions Gate Mandate Financing Vehicle Inc., the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, Union Bank, N.A., as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank, National Association as documentation agent.
10.77 (27)	Amendment No.3 dated as of June 22, 2010 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 among Lions Gate Entertainment Inc., Lions Gate UK Limited and Lions Gate Australia Pty Limited, as Borrowers, the guarantors and lenders referred to therein, JP Morgan Chase Bank, N.A., as Administrative Agent and as Issuing Bank and Wachovia Bank, N.A., as Syndication Agent
10.78 (27)	Amendment No.2 dated as of June 22, 2010 to the Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009, among Lions Gate Mandate Financing Vehicle Inc., the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, Union Bank, N.A., as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank, National Association as documentation agent

54

Exhibit
Number	Description of Documents
10.80 (28)	Refinancing Exchange Agreement, dated July 20, 2010, by Lions Gate Entertainment Inc. and Kornitzer Capital Management, Inc.
10.81(31)	Agreement, dated as of August, 30, 2011, by and among Lions Gate Entertainment Corp., 0918988 B.C. Ltd, 0918989 B.C.  Ltd, Carl C. Icahn and Brett Icahn
10.82(32)	Underwriting Agreement, dated October 13, 2011, by and among Lions Gate Entertainment Corp., the selling shareholders named therein and Piper Jaffray & Co., as underwriter
10.83(33)	Membership Interest Purchase Agreement, dated as of January 13, 2012, among Lions Gate Entertainment Corp., LGAC 1, LLC, LGAC 3, LLC, Summit Entertainment, LLC, S Representative, LLC and the several sellers party thereto
10.84(34)	Purchase Agreement, dated January 11, 2012 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and Kornitzer Capital Management, Inc.
10.85(35) +	Credit, Security, Guaranty and Pledge Agreement dates as of January 13, 2012 among Summit Entertainment, LLC, as Borrower, the Guarantors referred to therein, the Lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders
10.86(36)*	Amendment of Employment Agreement between the Company and James Keegan dated February 23, 2012
10.87++x	Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated February 21, 2012 among Summit, certain of its subsidiaries as guarantors, certain lenders specified therein, and JPMorgan Chase Bank, N.A. as administrative agent, amending the Credit, Security, Guaranty and Pledge Agreement dated January 13, 2012
10.88*x	Employment Agreement between Lions Gate Films, Inc. and Steve Beeks dated March 5, 2012
10.89*x	Confidential Agreement and General Release between Joseph Drake and Lions Gate Films, Inc. dated April 27, 2012
10.90++x	Amendment No.4 dated as of May11, 2012 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 among Lions Gate Entertainment Inc., Lions Gate UK Limited and Lions Gate Australia Pty Limited, as Borrowers, the guarantors and lenders referred to therein, JP Morgan Chase Bank, N.A., as Administrative Agent and as Issuing Bank and Wachovia Bank, N.A., as Syndication Agent
18.1x	Preferability Letter dated May 30, 2012
21.1x	Subsidiaries of the Company
23.1xx	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1x	Power of Attorney (Contained on Signature Page)
31.1xx	Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2xx	Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1xx	Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.1(38)	Studio 3 Partners L.L.C. Audited Financial Statements for the year ended September 30, 2011, nine months ended September 30, 2010, and year ended December 31, 2009
99.2x	TV Guide Entertainment Group, LLC Audited Consolidated Financial Statements for the fiscal years ended March 31, 2012 and 2011
99.3x	TV Guide Entertainment Group, LLC Audited Consolidated Financial Statements for the fiscal years ended March 31, 2011 and 2010
101xx	The following materials from the Company's Annual Report on Form 10-K for the year ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Shareholder's Equity, (iv) the Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements

__________________________

(1) Incorporated by reference to the Company's Current Report on Form 8-K as filed on October 4, 2004.

(2) Incorporated by reference to the Company's Current Report on Form 8-K as filed on February 25, 2005.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2005 as filed on June 29, 2005.

(4) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006 as filed on June 14, 2006.

(5) Incorporated by reference to the Company's Definitive Proxy Statement dated July 28, 2006.

(6) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2007 as filed on May 30, 2007.

(7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2007.

(8) Incorporated by reference to the Company's Current Report on Form 8-K as filed on September 10, 2007.

(9) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2006.

(10) Incorporated by reference to the Company's Form T-3 filed on April 20, 2009, as amended on April 22, 2009.

(11) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2008.

(12) Incorporated by reference to the Company's Current Report on Form 8-K filed on September 23, 2008.

(13) Incorporated by reference to the Company's Current Report on Form 8-K filed on October 14, 2008.

55

(14) Incorporated by reference to the Company's Current Report on Form 8-K filed on January 9, 2009 (filed as Exhibit 10.54).

(15) Incorporated by reference to the Company's Current Report on Form 8-K filed on January 16, 2009 (filed as Exhibit 10.55).

(16) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2008.

(17) Incorporated by reference to the Company's Current Report on Form 8-K as filed on April 10, 2009.

(18) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 as filed on November 9, 2009.

(19) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 as filed on August 10, 2009.

(20) Incorporated by reference as Exhibit 10.65 to the Company's Current Report on Form 8-K as filed on July 10, 2009.

(21) Incorporated by reference to the Company's Current Report on Form 8-K as filed on October 23, 2009.

(22) Incorporated by reference to the Company's Current Report on Form 8-K as filed on November 6, 2009.

(23) Incorporated by reference to the Company's Current Report on Form 8-K as filed on December 1, 2009.

(24) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009 as filed on February 9, 2010.

(25) Incorporated by reference as Exhibit 4.15 to the Company's Current Report on Form 8-K as filed on July 21, 2010.

(26) Incorporated by reference as Exhibit 4.16 to the Company's Current Report on Form 8-K as filed on July 21, 2010.

(27) Incorporated by reference to the Company's Current Report on Form 8-K as filed on June 25, 2010.

(28) Incorporated by reference to the Company's Current Report on Form 8-K as filed on July 21, 2010.

(29) Incorporated by reference as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010 as filed on February 9, 2011.

(30) Incorporated by reference as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed on May 13, 2011.

(31) Incorporated by reference to the Company's Current Report on Form 8-K as filed on August 30, 2011.

(32) Incorporated by reference as Exhibit 1.1 to the Company's Current Report on Form 8-K as filed on October 13, 2011.

(33) Incorporated by reference as Exhibit 2.1 to the Company's Current Report on Form 8-K as filed on January 17, 2012.

(34) Incorporated by reference as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed on January 17, 2012

(35) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011 as filed on February 9, 2012.

(36) Incorporated by reference to the Company's Current Report on Form 8-K as filed on February 27, 2012.

(37) Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement (File No: 333-181371) as filed on May 11, 2012.

(38) Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on March 22, 2012.

______________________________

*	Management contract or compensatory plan or arrangement.
x	Filed with the Annual Report on Form 10-K for the year ended March 31, 2012, originally filed with the Securities and Exchange Commission on May 30, 2012
xx	Filed herewith
+	Confidential treatment has been granted for portions of this exhibit. Portions of this document have been omitted and submitted separately to the Securities and Exchange Commission.
++	Confidential treatment has been requested for portions of this exhibit. Portions of this document have been omitted and submitted separately to the Securities and Exchange Commission.

56

SIGNATURES

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 on June 22, 2012.

LIONS GATE ENTERTAINMENT CORP.
By:	/s/ James Keegan
	James Keegan
	Chief Financial Officer

DATE: June 22, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates so indicated.

Signature	Title	Date
*	Director	June 22, 2012
Norman Bacal
*	Director	June 22, 2012
Michael Burns
*	Director	June 22, 2012
Arthur Evrensel
/s/ JON FELTHEIMER	Chief Executive Officer (Principal Executive Officer) and Director	June 22, 2012
Jon Feltheimer
*	Director	June 22, 2012
Frank Giustra
/s/ JAMES KEEGAN	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 22, 2012
James Keegan
*	Director	June 22, 2012
Morley Koffman
*	Director	June 22, 2012
Harald Ludwig
*	Director	June 22, 2012
G. Scott Paterson

57

Signature	Title	Date
*	Chairman of the Board of Directors	June 22, 2012
Mark H. Rachesky, M.D.
*	Director	June 22, 2012
Daryl Simm
*	Director	June 22, 2012
Hardwick Simmons
*	Director	June 22, 2012
Phyllis Yaffe
/s/ JAMES KEEGAN	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 22, 2012
James Keegan, as Attorney-in-Fact

58

INDEX TO FINANCIAL STATEMENTS

	Page
	Number
Audited Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets — March 31, 2012 and 2011	F-3
Consolidated Statements of Operations — Years Ended March 31, 2012, 2011 and 2010	F-4
Consolidated Statements of Shareholders’ Equity — Years Ended March 31, 2012, 2011 and 2010	F-5
Consolidated Statements of Cash Flows — Years Ended March 31, 2012, 2011 and 2010	F-6
Notes to Audited Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Lions Gate Entertainment Corp.

We have audited the accompanying consolidated balance sheets of Lions Gate Entertainment Corp. as of March 31, 2012 and 2011, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended March 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lions Gate Entertainment Corp. at March 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 7, Lions Gate Entertainment Corp. has elected to change its method of accounting for reporting its equity interest of one of its equity method investments in the year ended March 31, 2012.

As discussed in Note 2 to the consolidated financial statements, the March 31, 2012 financial statements have been restated to correct the presentation of certain single picture production loans by Summit Entertainment, LLC (which was acquired on January 13, 2012) in the consolidated statement of cash flows for the year ended March 31, 2012.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lions Gate Entertainment Corp.'s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 30, 2012, except for the effects of the material weakness described in the sixth paragraph as to which the date is June 21, 2012, expressed an adverse opinion thereon.

/s/ Ernst & Young LLP

Los Angeles, California

May 30, 2012, except for Note 2,

as to which the date is June 21, 2012

F-2

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED BALANCE SHEETS

	March 31, 2012			March 31, 2011
				As adjusted (Note 7)
	(Amounts in thousands, except share amounts)
ASSETS
Cash and cash equivalents	$	64,298		$	86,419
Restricted cash	11,936			43,458
Accounts receivable, net of reserves for returns and allowances of $93,860 (March 31, 2011 - $90,715) and provision for doubtful accounts of $4,551 (March 31, 2011 - $2,427)	784,530			330,624
Investment in films and television programs, net	1,329,053			607,757
Property and equipment, net	9,772			9,089
Equity method investments	171,262			161,894
Goodwill	326,633			239,254
Other assets	90,511			46,322
Assets held for sale	—			44,336
Total assets	$	2,787,995		$	1,569,153
LIABILITIES
Senior revolving credit facility	$	99,750		$	69,750
Senior secured second-priority notes	431,510			226,331
Term loan	477,514			—
Accounts payable and accrued liabilities	371,092			230,989
Participations and residuals	420,325			297,482
Film obligations and production loans	561,150			326,440
Convertible senior subordinated notes and other financing obligations	108,276			110,973
Deferred revenue	228,593			150,937
Liabilities held for sale	—			17,396
Total liabilities	2,698,210			1,430,298
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common shares, no par value, 500,000,000 shares authorized, 143,980,754 and 136,839,445 shares issued at March 31, 2012 and 2011, respectively	712,623			643,200
Accumulated deficit	(542,039		)	(502,921		)
Accumulated other comprehensive loss	(3,711		)	(1,424		)
	166,873			138,855
Treasury shares, no par value, 11,040,493 shares and nil at March 31, 2012 and 2011, respectively	(77,088		)	—
Total shareholders’ equity	89,785			138,855
Total liabilities and shareholders’ equity	$	2,787,995		$	1,569,153

See accompanying notes.

F-3

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended			Year Ended			Year Ended
	March 31, 2012			March 31, 2011			March 31, 2010
				As adjusted (Note 7)			As adjusted (Note 7)
	(Amounts in thousands, except per share amounts)
Revenues	$	1,587,579		$	1,582,720		$	1,489,506
Expenses:
Direct operating	908,402			795,746			777,969
Distribution and marketing	483,513			547,226			506,141
General and administration	168,864			171,407			143,060
Gain on sale of asset disposal group	(10,967		)	—			—
Depreciation and amortization	4,276			5,811			12,455
Total expenses	1,554,088			1,520,190			1,439,625
Operating income	33,491			62,530			49,881
Other expenses (income):
Interest expense
Contractual cash based interest	62,430			38,879			27,461
Amortization of debt discount (premium) and deferred financing costs	15,681			16,301			19,701
Total interest expense	78,111			55,180			47,162
Interest and other income	(2,752		)	(1,742		)	(1,547		)
Loss (gain) on extinguishment of debt	967			14,505			(5,675		)
Total other expenses, net	76,326			67,943			39,940
Income (loss) before equity interests and income taxes	(42,835		)	(5,413		)	9,941
Equity interests income (loss)	8,412			(20,712		)	(38,995		)
Loss before income taxes	(34,423		)	(26,125		)	(29,054		)
Income tax provision	4,695			4,256			1,218
Net loss	$	(39,118	)	$	(30,381	)	$	(30,272	)
Basic Net Loss Per Common Share	$	(0.30	)	$	(0.23	)	$	(0.26	)
Diluted Net Loss Per Common Share	$	(0.30	)	$	(0.23	)	$	(0.26	)
Weighted average number of common shares outstanding:
Basic	132,226			131,176			117,510
Diluted	132,226			131,176			117,510

See accompanying notes.

F-4

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Common Shares				Accumulated Deficit			Accumulated  Other Comprehensive Income (Loss)			Treasury Shares				Comprehensive Loss
	Number	Amount									Number	Amount						Total
	(Amounts in thousands, except share amounts)
Balance at March 31, 2009, as previously reported	116,950,512	$	494,724		$	(441,153	)	$	(11,878	)	—	$	—					$	41,693
Impact of retrospective application of EPIX reporting lag elimination (see Note 7)					(1,115		)											(1,115		)
Balance at March 31, 2009, as adjusted	116,950,512	494,724			(442,268		)	(11,878		)	—	—						40,578
Stock based compensation, net of withholding tax obligations of $2,030	900,577	15,444																15,444
Issuance of common shares to directors for services	100,665	573																573
Sale of TV Guide Network common stock units to noncontrolling interest		(167		)														(167		)
April 2009 Exchange Transaction — equity component of April 2009 3.625% Notes issued, net of $1,324 reduction for February 2005 3.625% Notes extinguished		14,761																14,761
December 2009 Repurchase — reduction of equity component of October 2004 2.9375% Notes and February 2005 3.625% Notes extinguished		(4,171		)														(4,171		)
Comprehensive loss
Net loss					(30,272		)								$	(30,272	)	(30,272		)
Foreign currency translation adjustments								4,849							4,849			4,849
Net unrealized gain on foreign exchange contracts								418							418			418
Comprehensive loss															$	(25,005	)
Balance at March 31, 2010, as adjusted	117,951,754	521,164			(472,540		)	(6,611		)	—	—						42,013
Stock based compensation, net of withholding tax obligations of $13,476	2,539,603	15,202																15,202
Issuance of common shares to directors for services	111,783	811																811
Conversion of $63,709 (principal) of October 2004 2.9375% Notes (see Note 9)	10,355,299	67,620																67,620
Conversion of $36,009 (principal) of February 2005 3.625% Notes (see Note 9)	5,881,006	38,403																38,403
Comprehensive loss
Net loss					(30,381		)								$	(30,381	)	(30,381		)
Foreign currency translation adjustments								5,756							5,756			5,756
Net unrealized loss on foreign exchange contracts								(569		)					(569		)	(569		)
Comprehensive loss															$	(25,194	)
Balance at March 31, 2011, as adjusted	136,839,445	643,200			(502,921		)	(1,424		)	—	—						138,855
Exercise of stock options	403,332	3,520																3,520
Stock based compensation, net of withholding tax obligations of $4,320	821,929	5,167																5,167
Issuance of common shares to directors for services	78,267	531																531
Issuance of common shares related to the Summit acquisition	5,837,781	50,205																50,205
May 2011 Repurchase - reduction of equity component of October 2004 2.9375% Notes extinguished		(125		)														(125		)
Equity component of January 2012 4.00% Notes		10,125																10,125
Repurchase of common shares, no par value											11,040,493	(77,088		)				(77,088		)
Comprehensive loss
Net loss					(39,118		)								$	(39,118	)	(39,118		)
Foreign currency translation adjustments								(2,249		)					(2,249		)	(2,249		)
Net unrealized loss on foreign exchange contracts								(38		)					(38		)	(38		)
Comprehensive loss															$	(41,405	)
Balance at March 31, 2012	143,980,754	$	712,623		$	(542,039	)	$	(3,711	)	11,040,493	$	(77,088	)				$	89,785

See accompanying notes.

F-5

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended			Year Ended
	March 31, 2012			March 31, 2011			March 31, 2010
	Restated (Note 2)			As adjusted (Note 7)			As adjusted (Note 7)
	(Amounts in thousands)
Operating Activities:
Net loss	$	(39,118	)	$	(30,381	)	$	(30,272	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property and equipment	3,023			4,837			7,526
Amortization of intangible assets	1,253			974			4,929
Amortization of films and television programs	603,660			529,428			511,658
Amortization of debt discount (premium) and deferred financing costs	15,681			16,301			19,701
Accreted interest payment from equity method investee TV Guide	—			10,200			—
Non-cash stock-based compensation	9,957			29,204			17,875
Gain on sale of asset disposal group	(10,967		)	—			—
Loss (gain) on extinguishment of debt	967			14,505			(5,675		)
Equity interests (income) loss	(8,412		)	20,712			38,995
Changes in operating assets and liabilities:
Restricted cash	37,636			(43,067		)	(187		)
Accounts receivable, net	(256,208		)	(64,203		)	(79,392		)
Investment in films and television programs	(690,304		)	(487,391		)	(471,087		)
Other assets	1,298			(298		)	(4,443		)
Accounts payable and accrued liabilities	29,558			3,869			(22,769		)
Participations and residuals	19,813			(1,369		)	(69,574		)
Film obligations	37,081			19,154			(48,786		)
Deferred revenue	30,969			19,852			(3,459		)
Net Cash Flows Provided By (Used In) Operating Activities	(214,113		)	42,327			(134,960		)
Investing Activities:
Purchases of restricted investments	—			(13,993		)	(13,994		)
Proceeds from the sale of restricted investments	—			20,989			13,985
Purchase of Summit, net of unrestricted cash acquired of $315,932 (see Note 15)	(553,732		)	—			—
Buy-out of the earn-out associated with the acquisition of Debmar-Mercury, LLC	—			(15,000		)	—
Proceeds from the sale of asset disposal group, net of transaction costs, and cash disposed of $3,943 (see Note 15)	9,119			—			—
Investment in equity method investees	(1,030		)	(24,677		)	(47,129		)
Increase in loans receivable	(4,671		)	(1,042		)	(1,418		)
Repayment of loans receivable	—			8,113			8,333
Purchases of property and equipment	(1,885		)	(2,756		)	(3,684		)
Net Cash Flows Used In Investing Activities	(552,199		)	(28,366		)	(43,907		)
Financing Activities:
Exercise of stock options	3,520			—			—
Tax withholding requirements on equity awards	(4,320		)	(13,476		)	(2,030		)
Repurchase of common shares	(77,088		)	—			—
Proceeds from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of 49% interest in TV Guide Network, net of unrestricted cash deconsolidated	—			—			109,776
Borrowings under senior revolving credit facility	390,650			525,250			302,000
Repayments of borrowings under senior revolving credit facility	(360,650		)	(472,500		)	(540,000		)
Borrowings under individual production loans	327,531			118,589			144,741
Repayment of individual production loans	(207,912		)	(147,102		)	(136,261		)
Production loan borrowings under Pennsylvania Regional Center credit facility	—			—			63,133
Production loan borrowings under film credit facility	54,325			19,456			30,469
Production loan repayments under film credit facility	(30,813		)	(34,762		)	(2,718		)
Change in restricted cash collateral associated with financing activities	—			3,087			—
Proceeds from Term Loan associated with the acquisition of Summit, net of debt discount of $7,500 and deferred financing costs of $16,350	476,150			—			—
Repayments of borrowings under Term Loan associated with the acquisition of Summit	(15,066		)	—			—
Proceeds from sale of senior secured second-priority notes, net of deferred financing costs	201,955			—			214,727
Repurchase of senior secured second-priority notes	(9,852		)	—			—
Proceeds from the issuance of convertible senior subordinated notes	45,000			—			—
Repurchase of convertible senior subordinated notes	(46,059		)	—			(75,185		)
Repayment of other financing obligations	—			—			(134		)
Net Cash Flows Provided By (Used In) Financing Activities	747,371			(1,458		)	108,518
Net Change In Cash And Cash Equivalents	(18,941		)	12,503			(70,349		)
Foreign Exchange Effects on Cash	(3,180		)	4,674			1,116
Cash and Cash Equivalents - Beginning Of Period	86,419			69,242			138,475
Cash and Cash Equivalents - End Of Period	$	64,298		$	86,419		$	69,242

See accompanying notes.

F-6

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Operations

Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” “we,” “us” or “our”) is a leading global entertainment company with a strong and diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, family entertainment, digital distribution and new channel platforms.

2. Significant Accounting Policies

(a) Generally Accepted Accounting Principles

These consolidated financial statements have been prepared in accordance with United States (the “U.S.”) generally accepted accounting principles (“GAAP”). The Canadian dollar and the U.S. dollar are the functional currencies of the Company’s Canadian and U.S. based businesses, respectively.

(b) Principles of Consolidation

The accompanying consolidated financial statements of the Company include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries. The Company reviews its relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity (“VIE”). If the determination is made that the Company is the primary beneficiary, then the entity is consolidated in accordance with accounting guidance.

Investments in which the Company exercises significant influence, but does not control, are accounted for using the equity method of accounting. Investments in which there is no significant influence are accounted for using the cost method of accounting.

All significant intercompany balances and transactions have been eliminated in consolidation.

(c) Statement of Cash Flows (Restated)

The following change in the presentation on the consolidated statements of cash flows results in no changes in the consolidated balance sheets, consolidated statements of operations or consolidated statements of shareholders' equity, and accordingly, there is no change in cash or cash equivalents, total assets, liabilities, equity, or results of operations, in any period.

The Company's consolidated statement of cash flows included in the original annual report filing on Form 10-K on May 30, 2012 for the year ended March 31, 2012 had reflected certain single picture production loan borrowings related to Summit Entertainment (acquired on January 13, 2012, see Note 15) in the change in film obligations line item within the net cash flows used in operating activities category rather than as borrowings under individual production loans within the net cash flows provided by financing activities category for the year ended March 31, 2012.

Accordingly, the accompanying consolidated statement of cash flows for the year ended March 31, 2012 has been restated to reflect these borrowings as financing activities as set forth below:

F-7

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2012
	(Amounts in thousands)
Net Cash Flows Used In Operating Activities as previously reported	$	(163,468	)
Adjustments:
Single picture production loans included in film obligations	(50,645		)
Net Cash Flows Used In Operating Activities as restated	$	(214,113	)
Net Cash Flows Used In Investing Activities as previously and currently reported (no change)	$	(552,199	)
Net Cash Flows Provided By Financing Activities as previously reported	$	696,726
Adjustments:
Increased borrowings under single picture production loans	50,645
Net Cash Flows Provided By Financing Activities as restated	$	747,371
Net Change In Cash And Cash Equivalents as previously and currently reported (no change)	$	(18,941	)

(d) Revenue Recognition

Revenue from the theatrical release of feature films is recognized at the time of exhibition based on our participation in box office receipts. Revenue from the sale of DVDs/Blu-ray discs in the retail market, net of an allowance for estimated returns and other allowances, is recognized on the later of receipt by the customer or “street date” (when it is available for sale by the customer). Under revenue sharing arrangements, rental revenue is recognized when we are entitled to receipts and such receipts are determinable. Revenues from television licensing are recognized when the feature film or television program is available to the licensee for telecast. For television licenses that include separate availability “windows” during the license period, revenue is allocated over the “windows.” Revenue from sales to international territories are recognized when access to the feature film or television program has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film or television program has commenced. For multiple media rights contracts with a fee for a single film or television program where the contract provides for media holdbacks (defined as contractual media release restrictions), the fee is allocated to the various media based on our assessment of the relative fair value of the rights to exploit each media and is recognized as each holdback is released. For multiple-title contracts with a fee, the fee is allocated on a title-by-title basis, based on our assessment of the relative fair value of each title.

Cash payments received are recorded as deferred revenue until all the conditions of revenue recognition have been met. Long-term, non-interest bearing receivables are discounted to present value. At March 31, 2012, $131.9 million of accounts receivable are due beyond one year. The accounts receivable are due as follows: $53.1 million in fiscal 2014, $38.9 million in fiscal 2015, $16.9 million in fiscal 2016, $13.1 million in fiscal 2017, $7.9 million in fiscal 2018, and $2.0 million thereafter.

(e) Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits at financial institutions and investments in money market mutual funds.

(f) Restricted Cash

Restricted cash represents amounts held as collateral required under our revolving film credit facility, amounts that are contractually designated for certain theatrical marketing obligations, and amounts held in a trust to fund the Company’s cash severance obligations that would be due to certain executive officers should their employment be terminated “without cause”, in connection with a “change in control” of the Company (in each case, as defined in each of their respective employment contracts).

(g) Investment in Films and Television Programs

Investment in films and television programs includes the unamortized costs of completed films and television programs which have been produced by the Company or for which the Company has acquired distribution rights, libraries acquired as

F-8

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

part of acquisitions of companies, films and television programs in progress and in development and home entertainment product inventory.

For films and television programs produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead. For acquired films and television programs, these capitalized costs consist of minimum guarantee payments to acquire the distribution rights.

Costs of acquiring and producing films and television programs and of acquired libraries are amortized using the individual-film-forecast method, whereby these costs are amortized and participations and residuals costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films or television programs.

Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release or from the date of delivery of the first episode for episodic television series. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.

Investment in films and television programs is stated at the lower of amortized cost or estimated fair value. The valuation of investment in films and television programs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value of a film or television program is less than its unamortized cost. During the years ended March 31, 2012 and 2011, the Company recorded impairment charges of $10.6 million and $18.2 million, respectively, on film and television programs. In determining the fair value of its films and television programs, the Company employs a discounted cash flows ("DCF") methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film or television program. The fair value of any film costs associated with a film or television program that management plans to abandon is zero. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management’s future revenue estimates.

Films and television programs in progress include the accumulated costs of productions which have not yet been completed.

Films and television programs in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date they are determined not to be recoverable or when abandoned, or three years from the date of the initial investment.

Home entertainment product inventory consists of DVDs/Blu-ray discs and is stated at the lower of cost or market value (first-in, first-out method).

(h) Property and Equipment, net

Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided for using the following rates and methods:

Computer equipment and software	2 — 5 years straight-line
Furniture and equipment	2 — 10 years straight-line
Leasehold improvements	Over the lease term or the useful life, whichever is shorter
Land	Not depreciated

F-9

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company periodically reviews and evaluates the recoverability of property and equipment. Where applicable, estimates of net future cash flows, on an undiscounted basis, are calculated based on future revenue estimates. If appropriate and where deemed necessary, a reduction in the carrying amount is recorded.

(i) Equity Method Investments

The Company uses the equity method of accounting for investments in companies in which it has a minority equity interest and the ability to exert significant influence over operating decisions of the companies. The Company’s equity method investees are periodically reviewed to determine whether there has been a loss in value that is other than a temporary decline.

(j) Goodwill

Goodwill represents the excess of acquisition costs over the tangible and intangible assets acquired and liabilities assumed in various business acquisitions by the Company. The Company has two reporting units with goodwill within its businesses: Motion Pictures and Television Production. Goodwill is not amortized but is reviewed for impairment annually within each fiscal year or between the annual tests if an event occurs or circumstances change that indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. The impairment test follows a two-step approach. The first step determines if the goodwill is potentially impaired, and the second step measures the amount of the impairment loss, if necessary. Under the first step, goodwill is considered potentially impaired if the fair value of the reporting unit is less than the reporting unit’s carrying amount, including goodwill. Under the second step, the impairment loss is then measured as the excess of recorded goodwill over the fair value of the goodwill, as calculated. The fair value of goodwill is calculated by allocating the fair value of the reporting unit to all the assets and liabilities of the reporting unit as if the reporting unit was purchased in a business combination and the purchase price was the fair value of the reporting unit. The Company performs its annual impairment test as of January 1 in each fiscal year. No goodwill impairment was identified in any of the Company’s reporting units. Determining the fair value of reporting units requires various assumptions and estimates. The estimates of fair value include consideration of the future projected operating results and cash flows of the reporting unit. Such projections could be different than actual results. Should actual results be significantly less than estimates, the value of our goodwill could be impaired in the future.

(k) Other Assets

Other assets include deferred financing costs, intangible assets, loans receivable, and prepaid expenses and other.

Deferred Financing Costs. Amounts incurred in connection with obtaining debt financing are deferred and amortized using the effective interest method, as a component of interest expense, over the earlier of the date of the earliest put option or term to maturity of the related debt obligation.    

Finite-lived Intangible Assets. Finite-lived intangibles consist primarily of sales agency relationships and trademarks, which are amortized over their anticipated revenue stream and reviewed for impairment when events and circumstances indicate that the intangible asset might be impaired.

Loans Receivable. The Company records loans receivable at historical cost, less an allowance for uncollectible amounts.

Prepaid Expenses and Other. Prepaid expenses and other primarily include prepaid expenses and security deposits.

(l) Convertible Senior Subordinated Notes

The Company accounts for its convertible senior subordinated notes by separating the liability and equity components. The liability component is recorded at the date of issuance based on its fair value which is generally determined in a manner that will reflect an interest cost equal to our nonconvertible debt borrowing rate at the convertible senior subordinated notes issuance date. The amount of the proceeds less the amount recorded as the liability component is recorded as an addition to shareholders’ equity reflecting the equity component (i.e., conversion feature). The difference between the principal amount and the amount recorded as the liability component represents the debt discount. The carrying amount of the liability is accreted up to the principal amount through the amortization of the discount, using the effective interest method, to interest expense over the expected life of the note. The determination of the fair value of the liability component is an estimate dependent on a number of factors, including estimates of market rates for similar nonconvertible debt instruments at the date of issuance. A higher value attributable to the liability component results in a lower value attributed to the equity component and therefore a smaller discount amount and lower interest cost as a result of amortization of the smaller discount. A lower value attributable to the liability component results in a higher value attributed to the equity component and therefore a larger discount amount and higher interest cost as a result of amortization of the larger discount.

(m) Prints, Advertising and Marketing Expenses

F-10

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The costs of advertising and marketing expenses are expensed as incurred. Advertising expenses for the year ended March 31, 2012 were $299.0 million (2011 — $346.3 million, 2010 — $297.9 million) which were recorded as distribution and marketing expenses. The costs of film prints are capitalized as prepaid expenses and expensed upon theatrical release and are included in distribution and marketing expenses.

(n) Income Taxes

Income taxes are accounted for using an asset and liability approach for financial accounting and reporting for income taxes and recognition and measurement of deferred assets are based upon the likelihood of realization of tax benefits in future years. Under this method, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are established when management determines that it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment.

Accounting guidance clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this accounting guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, this accounting guidance provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

(o) Government Assistance

The Company has access to government programs that are designed to promote film and television production and distribution in Canada. The Company also has access to similar programs in certain states within the U.S. that are designed to promote film and television production in those states.

Tax credits earned with respect to expenditures on qualifying film and television productions are included as an offset to investment in films and television programs when the qualifying expenditures have been incurred provided that there is reasonable assurance that the credits will be realized (refer to Note 18).

(p) Foreign Currency Translation

Monetary assets and liabilities denominated in currencies other than the functional currency are translated at exchange rates in effect at the balance sheet date. Resulting unrealized translation gains and losses are included in the consolidated statements of operations.

Foreign company assets and liabilities in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Foreign company revenue and expense items are translated at the average rate of exchange for the fiscal year. Gains or losses arising on the translation of the accounts of foreign companies are included in accumulated other comprehensive loss, a separate component of shareholders’ equity.

(q) Derivative Instruments and Hedging Activities

Derivative financial instruments are used by the Company in the management of its foreign currency exposures. The Company’s policy is not to use derivative financial instruments for trading or speculative purposes.

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies. The Company evaluates whether the foreign exchange contracts qualify for hedge accounting at the inception of the contract. The fair value of the forward exchange contracts is recorded on the consolidated balance sheets. Changes in the fair value of the foreign exchange contracts that are effective hedges are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity, and changes in the fair value of foreign exchange contracts that are ineffective hedges are reflected in the consolidated statements of operations. Gains and losses realized upon settlement of the foreign exchange contracts are amortized to the consolidated statements of operations on the same basis as the production expenses being hedged.

(r) Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value received is recognized in earnings over the period during which an employee is required to provide service. See Note 14 for further discussion of the Company’s stock-based compensation.

(s) Net Loss Per Share

F-11

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Basic and diluted net loss per share is calculated based on the weighted average common shares outstanding for the period. Basic and diluted net loss per share for the years ended March 31, 2012, 2011 and 2010 is presented below:

	Year Ended			Year Ended			Year Ended
	March 31, 2012			March 31, 2011			March 31, 2010
	(Amounts in thousands)
Basic and Diluted Net Loss Per Common Share:
Numerator:
Net loss	$	(39,118	)	$	(30,381	)	$	(30,272	)
Denominator:
Weighted average common shares outstanding	132,226			131,176			117,510
Basic and Diluted Net Loss Per Common Share	$	(0.30	)	$	(0.23	)	$	(0.26	)

As of March 31, 2012, 2011, and 2010, the outstanding common shares issuable presented below were excluded from diluted net loss per common share because their inclusion would have had an anti-dilutive effect.

	March 31, 2012	March 31, 2011	March 31, 2010
	(Amounts in thousands)
Anti-dilutive shares issuable
Conversion of notes	14,029	13,741	21,802
Share purchase options	3,157	3,310	3,360
Restricted share units	1,467	1,484	2,383
Contingently issuable restricted share units	400	317	1,033
Total weighted average anti-dilutive shares issuable excluded from Diluted Net Loss Per Common Share	19,053	18,852	28,578

(t) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to ultimate revenue and costs for investment in films and television programs; estimates of sales returns and other allowances and provisions for doubtful accounts; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes and accruals for contingent liabilities; and impairment assessments for investment in films and television programs, property and equipment, equity investments, goodwill and intangible assets. Actual results could differ from such estimates.

(u) Recent Accounting Pronouncements

The Company has adopted Accounting Standards Update ("ASU") No. 2011-08 “Testing Goodwill for Impairment” for the fiscal year ending March 31, 2012. ASU 2011-08 simplifies how entities test goodwill for impairment and permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The adoption of ASU 2011-08 did not have a significant impact on the Company’s consolidated financial statements.

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update relating to the presentation of other comprehensive income. The accounting update eliminates the option to present components of other comprehensive income as part of the statement of stockholders’ equity. Instead, companies must report comprehensive income in either a single continuous statement of comprehensive income (which would contain the current income statement presentation followed by the components of other comprehensive income and a total amount for comprehensive income), or in two separate but consecutive statements. This guidance is effective for the Company’s fiscal year beginning April 1, 2012. The

F-12

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company does not expect the guidance to have a material impact on its consolidated financial statements.

In May 2011, the FASB issued an accounting standards update related to fair value measurements and disclosures to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the application of existing fair value measurement requirements, while other amendments change a principle or requirement for measuring fair value or for disclosing information about fair value measurements. Specifically, the guidance requires additional disclosures for fair value measurements that are based on significant unobservable inputs. The updated guidance is to be applied prospectively and is effective for the Company’s interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

3. Restricted Cash

Restricted cash represents amounts held as collateral required under our revolving film credit facility, and amounts that are contractually designated for certain theatrical marketing obligations. Additionally, at March 31, 2011, restricted cash also included approximately $14.0 million held in a trust to fund the Company’s cash severance obligations that would have been due to certain executive officers should their employment have been terminated “without cause," in connection with a “change in control” of the Company (in each case, as defined in each of their respective employment contracts). For purposes of the employment agreements with such executive officers, a “change in control” occurred on June 30, 2010 when a certain shareholder became the beneficial owner of 33% or more of the Company’s common shares. Accordingly, the trust became irrevocable, and the Company could not withdraw any trust assets (other than once every six months in an amount that the trustee reasonably determines exceeds the remaining potential severance obligations), until any cash severance obligations that were payable to the executives had been paid or the employment agreements with the executives expired or terminated without those obligations becoming payable. The trust was terminated in December 2011 and the funds were returned to unrestricted cash.

4. Investment in Films and Television Programs

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Motion Picture Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	557,003	$	212,125
Acquired libraries, net of accumulated amortization	29,320		31,929
Completed and not released	53,258		47,347
In progress	512,712		170,372
In development	19,399		11,825
Product inventory	31,000		29,467
	1,202,692		503,065
Television Segment - Direct-to-Television Programs
Released, net of accumulated amortization	93,499		92,290
In progress	30,781		10,206
In development	2,081		2,196
	126,361		104,692
	$	1,329,053	$	607,757

The following table sets forth acquired libraries that represent titles released three years prior to the date of acquisition. These libraries are being amortized over their expected revenue stream from the acquisition date over a period up to 20 years:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		Total Amortization Period	Remaining Amortization Period	Unamortized Costs		Unamortized Costs
Acquired Library	Acquisition Date			March 31, 2012		March 31, 2011
		(In years)		(Amounts in thousands)
Trimark Holdings	October 2000	20.00	8.50	$	1,660	$	2,900
Artisan Entertainment	December 2003	20.00	11.75	22,112		28,348
Lionsgate UK	October 2005	20.00	13.50	532		681
Summit Entertainment	January 2012	20.00	19.75	5,016		—
Total Acquired Libraries				$	29,320	$	31,929

The Company expects approximately 46% of completed films and television programs, net of accumulated amortization, will be amortized during the one-year period ending March 31, 2013. Additionally, the Company expects approximately 81% of completed and released films and television programs, net of accumulated amortization and excluding acquired libraries, will be amortized during the three-year period ending March 31, 2015.

5. Property and Equipment

	March 31, 2012			March 31, 2011
	(Amounts in thousands)
Leasehold improvements	$	7,492		$	7,358
Property and equipment	7,865			7,856
Computer equipment and software	24,250			20,829
	39,607			36,043
Less accumulated depreciation and amortization	(31,041		)	(28,160		)
	8,566			7,883
Land	1,206			1,206
	$	9,772		$	9,089

6. Goodwill

The changes in the carrying amount of goodwill by reporting segment in the years ended March 31, 2012 and 2011 were as follows:

	Motion Pictures			Television Production		Total
	(Amounts in thousands)
Balance as of March 31, 2010 and 2011	$	210,293		$	28,961	$	239,254
Allocated to Maple Pictures asset group on disposal	(6,053		)	—		(6,053		)
Acquisition of Summit Entertainment, LLC	93,432			—		93,432
Balance as of March 31, 2012	$	297,672		$	28,961	$	326,633

During the year ended March 31, 2012, a portion of Motion Pictures goodwill, amounting to $6.1 million was allocated to the Maple Pictures asset group and included in the carrying value of the assets disposed for purposes of calculating the gain on sale of Maple Pictures (see Note 15). Also during the year ended March 31, 2012, goodwill increased by $93.4 million for the goodwill associated with the January 2012 acquisition of Summit Entertainment, LLC ("Summit") (see Note 15).

F-14

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Equity Method Investments

The carrying amount of significant equity method investments at March 31, 2012 and March 31, 2011 were as follows:

	March 31, 2012
Equity Method Investee	Ownership Percentage	March 31, 2012		March 31, 2011
				As adjusted
		(Amounts in thousands)
Horror Entertainment, LLC (“FEARnet”)	34.5%	$	2,880	$	2,809
NextPoint, Inc. (“Break Media”)	42.0%	8,477		14,293
Roadside Attractions, LLC (“Roadside”)	43.0%	3,118		2,756
Studio 3 Partners, LLC (“EPIX”)	31.2%	50,381		25,973
TV Guide Network	51.0%	106,406		114,940
Tiger Gate Entertainment Limited (“Tiger Gate”)	45.9%	—		1,123
		$	171,262	$	161,894

Equity interests in equity method investments in our consolidated statements of operations represent our portion of the income or loss of our equity method investees based on our percentage ownership and the elimination of profits on sales to equity method investees. Equity interests in equity method investments for the years ended March 31, 2012, 2011 and 2010 were as follows (income (loss)):

	Year Ended			Year Ended			Year Ended
Equity Method Investee	March 31, 2012			March 31, 2011			March 31, 2010
				As adjusted			As adjusted
	(Amounts in thousands)
Horror Entertainment, LLC (“FEARnet”)	$	71		$	679		$	(568	)
NextPoint, Inc. (“Break Media”)	(5,816		)	(2,404		)	(845		)
Roadside Attractions, LLC (“Roadside”)	612			842			(149		)
Studio 3 Partners, LLC (“EPIX”)	24,407			(14,994		)	(37,381		)
TV Guide Network	(8,533		)	(2,988		)	(52		)
Tiger Gate Entertainment Limited (“Tiger Gate”)	(2,329		)	(1,847		)	—
	$	8,412		$	(20,712	)	$	(38,995	)

Horror Entertainment, LLC. Horror Entertainment, LLC (“FEARnet”), is a multiplatform programming and content service provider of horror genre films operating under the branding of “FEARnet.” The Company licenses content to FEARnet for video-on-demand and broadband exhibition. The Company is recording its share of the FEARnet results on a one quarter lag and, accordingly, during the year ended March 31, 2012, the Company recorded its share of the income generated by FEARnet for the year ended December 31, 2011.

NextPoint, Inc. NextPoint, Inc. (“Break Media”), is an online home entertainment service provider operating under the branding of “Break Media.” The Company is recording its share of the Break Media results on a one quarter lag and, accordingly, during the year ended March 31, 2012, the Company recorded its share of losses incurred by Break Media for the year ended December 31, 2011.

Break Media Financial Information:

The following table presents summarized balance sheet data as of December 31, 2011 and December 31, 2010 for Break Media:

F-15

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31, 2011		December 31, 2010
	(Amounts in thousands)
Current assets	$	13,298	$	16,551
Non-current assets	$	6,256	$	5,838
Current liabilities	$	15,992	$	17,015
Non-current liabilities	$	25,889	$	14,396

The following table presents the summarized statement of operations for the years ended December 31, 2011, 2010 and 2009 for Break Media:

	Year Ended			Year Ended			Year Ended
	December 31, 2011			December 31, 2010			December 31, 2009
	(Amounts in thousands)
Net revenue	$	46,551		$	37,150		$	20,190
Gross profit	$	30,320		$	24,452		$	16,565
Operating loss	$	(9,636	)	$	(3,537	)	$	(787	)
Net loss	$	(13,849	)	$	(5,723	)	$	(2,012	)

Roadside Attractions, LLC. Roadside Attractions, LLC (“Roadside”), is an independent theatrical releasing company. The Company is recording its share of the Roadside results on a one quarter lag and, accordingly, during the year ended March 31, 2012, the Company recorded its share of income earned by Roadside for the year ended December 31, 2011.

Studio 3 Partners, LLC (“EPIX”). In April 2008, the Company formed a joint venture with Viacom Inc. (“Viacom”), its Paramount Pictures unit (“Paramount Pictures”) and Metro-Goldwyn-Mayer Studios Inc. (“MGM”) to create a premium television channel and subscription video-on-demand service named “EPIX”. The Company had invested $80.4 million through September 30, 2010, and no additional amounts have been funded since.

Adjustments to Eliminate Lag in Reporting EPIX Results:

Through December 31, 2011, the Company recorded its share of EPIX's results on a one quarter lag due to the timing of the availability of EPIX's financial statements. In the quarter ended March 31, 2012, the Company eliminated the lag in recording its share of EPIX's results as EPIX's financial information is now available on a more timely basis and, accordingly, for the year ended March 31, 2012, the Company has recorded its share of the net income generated by EPIX for the twelve months ended March 31, 2012. The Company believes it is preferable to reflect its equity interest in EPIX on a more timely basis as this will improve overall financial reporting to investors by providing the most current information available. Due to the elimination of the lag in recording the Company's share of EPIX's results, prior period amounts presented have been adjusted from amounts previously reported as shown below:

	March 31, 2012								March 31, 2011
	As Computed With Lag			As Reported Without Lag			Effect of Change		As Previously Reported			As Adjusted			Effect of Change
	(Amounts in thousands)
Impact on Balance Sheets line items:
Equity method investments	$	161,261		$	171,262		$	10,001	$	150,585		$	161,894		$	11,309
Accumulated deficit	$	(552,040	)	$	(542,039	)	$	10,001	$	(514,230	)	$	(502,921	)	$	11,309

F-16

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended									Year Ended								Year Ended
	March 31, 2012									March 31, 2011								March 31, 2010
	As Computed With Lag			As Reported Without Lag			Effect of Change			As Previously Reported			As Adjusted			Effect of Change		As Previously Reported			As Adjusted			Effect of Change
	(Amounts in thousands)
Impact on Statements of Operations and Statements of Cash Flows line items:
Equity interests income (loss)	$	9,720		$	8,412		$	(1,308	)	$	(43,930	)	$	(20,712	)	$	23,218	$	(28,201	)	$	(38,995	)	$	(10,794	)
Net income (loss)	$	(37,810	)	$	(39,118	)	$	(1,308	)	$	(53,599	)	$	(30,381	)	$	23,218	$	(19,478	)	$	(30,272	)	$	(10,794	)
Impact on Income (Loss) Per Share line items:
Basic and Diluted Net Income (Loss) Per Common Share	$	(0.29	)	$	(0.30	)	$	(0.01	)	$	(0.41	)	$	(0.23	)	$	0.18	$	(0.17	)	$	(0.26	)	$	(0.09	)

The elimination of the lag in recording the Company's share of EPIX's results did not have an impact on cash flows from operating, investing, or financing activities in the consolidated statements of cash flows.

Transactions with EPIX:

The Company licenses certain of its theatrical releases and other films and television programs to EPIX. A portion of the profits of these licenses reflecting the Company’s ownership share in the venture are eliminated through an adjustment to the equity interest income (loss) of the venture. These profits are recognized as they are realized by EPIX through the amortization of the related asset, recorded on EPIX's balance sheet, over the license period. The table below sets forth the revenues and gross profits recognized by Lionsgate and the calculation of the amounts eliminated in the equity interest line item on the statement of operations:

	Year Ended			Year Ended			Year Ended
	March 31, 2012			March 31, 2011			March 31, 2010
	(Amounts in thousands)
Revenue recognized on sales to EPIX	$	70,321		$	86,146		$	38,606
Gross profit on sales to EPIX	$	41,523		$	48,829		$	26,315
Ownership interest in EPIX	31.15		%	31.15		%	31.15		%
Elimination of the Company's share of profits on sales to EPIX	$	12,934		$	15,210		$	8,197

EPIX Financial Information:

The following table presents summarized balance sheet data as of March 31, 2012 and March 31, 2011 for EPIX:

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Current assets	$	196,903	$	143,856
Non-current assets	$	140,532	$	95,293
Current liabilities	$	140,684	$	104,243
Non-current liabilities	$	4,723	$	15,219

The following table presents the summarized statement of operations for the twelve months ended March 31, 2012, 2011 and 2010 for EPIX and a reconciliation of the net income (loss) reported by EPIX to equity interest income (loss) recorded by the Company:

F-17

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Twelve Months Ended			Twelve Months Ended			Twelve Months Ended
	March 31, 2012			March 31, 2011			March 31, 2010
	(Amounts in thousands)
Revenues	$	326,117		$	200,561		$	322
Expenses:
Operating expenses	230,548			211,404			81,623
Selling, general and administrative expenses	23,232			20,737			18,535
Operating income (loss)	72,337			(31,580		)	(99,836		)
Interest income (expense)	—			15			(123		)
Net income (loss)	$	72,337		$	(31,565	)	$	(99,959	)
Reconciliation of net income (loss) reported by EPIX to equity interest income (loss):
Net income (loss) reported by EPIX	$	72,337		$	(31,565	)	$	(99,959	)
Ownership interest in EPIX	31.15		%	31.15		%	30.77		%
The Company's share of net income (loss)	22,533			(9,832		)	(30,753		)
Eliminations of the Company’s share of profits on sales to EPIX (1)	(12,934		)	(15,210		)	(8,197		)
Realization of the Company’s share of profits on sales to EPIX (2)	14,808			10,048			1,569
Total equity interest income (loss) recorded	$	24,407		$	(14,994	)	$	(37,381	)

__________________

(1) Represents the elimination of the gross profit recognized by Lionsgate on the sale to EPIX in proportion to Lionsgate's ownership interest in EPIX. The amount of intra-entity profit is calculated as the total gross profit recognized on a title by title basis multiplied by Lionsgate's percentage ownership of EPIX. The table above in the Transactions with EPIX section shows the calculation of the profit eliminated.

(2) Represents the realization of a portion of the profits previously eliminated. This profit remains eliminated until realized by EPIX. EPIX initially records the license fee for the title as inventory on its balance sheet and amortizes the inventory over the license period. Accordingly, the profit is realized as the inventory on EPIX's books is amortized. The profit amount realized is calculated by multiplying the percentage of the EPIX inventory amortized in the period reported by EPIX, by the amount of profit initially eliminated, on a title by title basis.

TV Guide Network. The Company’s investment interest in TV Guide Network consists of an equity investment in its common stock units and mandatorily redeemable preferred stock units. On February 28, 2009, the Company purchased all of the issued and outstanding equity interests of TV Guide Network. The Company paid approximately $241.6 million for all of the equity interest of TV Guide Network, On May 28, 2009, the Company sold 49% of the Company’s interest in TV Guide Network for approximately $122.4 million in cash.

The February 28, 2009 acquisition was accounted for as a purchase, with the results of operations of TV Guide Network included in the Company’s consolidated results from February 28, 2009 through May 27, 2009. Subsequent to the sale of the 49% interest in TV Guide Network, the Company determined it is not the primary beneficiary of TV Guide Network because pursuant to the operating agreement of the entity, the power to direct the activities that most significantly impact the economic performance of TV Guide Network is shared with the 49% owner of TV Guide Network. Accordingly, the Company’s interest in TV Guide Network is being accounted for under the equity method of accounting.

Investment in Mandatorily Redeemable Preferred Stock Units. The mandatorily redeemable preferred stock carries a dividend rate of 10% compounded annually and is mandatorily redeemable in May 2019 at the stated value plus the dividend return and any additional capital contributions less previous distributions. The mandatorily redeemable preferred stock units were initially recorded based on their estimated fair value, as determined using an option pricing model. The mandatorily redeemable preferred stock units and the 10% dividend are being accreted up to their redemption amount over the ten-year period to the redemption date, which is recorded as income within equity interest.

Transactions with TV Guide Network:

The Company licenses certain films and/or television programs to TV Guide Network. A portion of the profits of these

F-18

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

licenses reflecting the Company’s ownership share in the venture are eliminated through an adjustment to the equity interest loss of the venture. These profits are recognized as they are realized by TV Guide Network through the amortization of the related asset, recorded on TV Guide Network's balance sheet, over the license period. The table below sets forth the revenues and gross profits recognized by Lionsgate and the calculation of the amounts eliminated in the equity interest line item on the statement of operations:

	Year Ended			Year Ended
	March 31, 2012			March 31, 2011
	(Amounts in thousands)
Revenue recognized on sales to TV Guide Network	$	2,925		$	14,175
Gross profit on sales to TV Guide Network	$	969		$	5,381
Ownership interest in TV Guide Network	51		%	51		%
Elimination of the Company's share of profit on sales to TV Guide Network	$	494		$	2,744

TV Guide Network Financial Information:

The following table presents summarized balance sheet data as of March 31, 2012 and March 31, 2011 for TV Guide Network:

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Current assets	$	41,548	$	43,497
Non-current assets	$	236,855	$	261,245
Current liabilities	$	30,979	$	32,126
Non-current liabilities	$	33,407	$	40,354
Redeemable preferred stock	$	230,412	$	200,724

F-19

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the summarized statement of operations for the years ended March 31, 2012, 2011 and 2010 for TV Guide Network and a reconciliation of the net loss reported by TV Guide Network to equity interest loss recorded by the Company:

	Year Ended			Year Ended			Period from May 28, 2009 to
	March 31, 2012			March 31, 2011			March 31, 2010
	(Amounts in thousands)
Revenues	$	100,899		$	115,680		$	96,983
Expenses:
Cost of services	52,789			38,369			29,760
Selling, marketing, and general and administration	53,440			60,964			49,505
Depreciation and amortization	11,602			15,331			15,609
Operating income (loss)	(16,932		)	1,016			2,109
Interest expense, net	1,816			1,853			784
Accretion of redeemable preferred stock units (1)	29,687			27,703			20,587
Total interest expense, net	31,503			29,556			21,371
Net loss	(48,435		)	(28,540		)	(19,262		)
Reconciliation of net loss reported by TV Guide Network to equity interest loss:
Net loss reported by TV Guide Network	$	(48,435	)	$	(28,540	)	$	(19,262	)
Ownership interest in TV Guide Network	51		%	51		%	51		%
The Company's share of net loss	(24,702		)	(14,555		)	(9,824		)
Accretion of dividend and interest income on redeemable preferred stock units (1)	15,141			14,129			10,499
Eliminations of the Company’s share of profit on sales to TV Guide Network (2)	(494		)	(2,744		)	(727		)
Realization of the Company’s share of profits on sales to TV Guide Network (3)	1,522			182			—
Total equity interest loss recorded	$	(8,533	)	$	(2,988	)	$	(52	)

 ___________________

(1) Accretion of mandatorily redeemable preferred stock units represents TV Guide Network’s 10% dividend and the amortization of discount on its mandatorily redeemable preferred stock units held by the Company and the 49% interest holder. The Company records 51% of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest loss.

(2) Represents the elimination of the gross profit recognized by Lionsgate on the sale to TV Guide Network in proportion to Lionsgate's ownership interest in TV Guide Network. The amount of intra-entity profit is calculated as the total gross profit recognized on a title by title basis multiplied by Lionsgate's percentage ownership of TV Guide Network. The table above in the Transactions with TV Guide Network section shows the calculation of the profit eliminated.

(3) Represents the realization of a portion of the profits previously eliminated. This profit remains eliminated until realized by TV Guide Network. TV Guide Network initially records the license fee for the title as inventory on its balance sheet and amortizes the inventory over the license period. Accordingly, the profit is realized as the inventory on TV Guide Network's books is amortized. The profit amount realized is calculated by multiplying the percentage of the TV Guide Network inventory amortized in the period reported by TV Guide Network by the amount of profit initially eliminated, on a title by title basis.

Tiger Gate Entertainment Limited. Tiger Gate Entertainment Limited (“Tigergate”) was an operator of pay television channels and a distributor of television programming and action and horror films across Asia. The Company recorded its share of the joint venture results on a one quarter lag and, accordingly, during the year ended March 31, 2012, the Company recorded its share of the losses incurred by the joint venture for the year ended December 31, 2011. The Company funded an additional $1.0 million during the year ended March 31, 2012. In January 2012, Tigergate partnered with Celestial Pictures Limited to

F-20

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

create Celestial Tiger Entertainment ("Celestial Tiger"), an independent Asian media company focused on branded pay television channels, content creation and distribution across Asia. As a result of the new partnership, the Company's ownership in Celestial Tiger was diluted to 16% and therefore, is now accounted under the cost method. No significant gain or loss was realized resulting from the the transaction.

8. Other Assets

The composition of the Company’s other assets is as follows as of March 31, 2012 and March 31, 2011:

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Deferred financing costs, net of accumulated amortization	$	39,130	$	15,360
Loans receivable	24,767		18,433
Prepaid expenses and other	14,637		12,099
Finite-lived intangible assets	11,977		430
	$	90,511	$	46,322

Deferred Financing Costs. Deferred financing costs primarily include costs incurred in connection with (1) an amended senior revolving credit facility, (2) the issuance of the Senior Secured Second-Priority Notes, (3) a new Term Loan associated with the acquisition of Summit and (4) the issuance of the October 2004 2.9375% Notes, the February 2005 3.625% Notes, the April 2009 3.625% Notes, and the January 2012 4.00% Notes (see Note 9) that are deferred and amortized to interest expense using the effective interest method.

Loans Receivable. The following table sets forth the Company’s loans receivable at March 31, 2012 and March 31, 2011:

	Interest Rate	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Third-party producer	3.2%	$	9,049	$	8,777
NextPoint, Inc. (“Break Media”)	5.47% - 20.0%	15,718		9,656
		$	24,767	$	18,433

Prepaid Expenses and Other. Prepaid expenses and other primarily include prepaid expenses and security deposits.

Finite-lived Intangible Assets. Finite-lived intangibles consist primarily of sales agency relationships and trademarks. The composition of the Company's finite-lived intangible assets and the associated accumulated amortization is as follows as of March 31, 2012 and March 31, 2011:

			March 31, 2012						March 31, 2011
	Weighted Average Remaining Life	Range of Remaining Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in years)		(Amounts in thousands)
Finite-lived intangible assets:
Trademarks	5	1 - 5	$	8,200	$	1,623	$	6,577	$	1,600	$	1,170	$	430
Sales agency relationships	5	5	6,200		800		5,400		—		—		—
			$	14,400	$	2,423	$	11,977	$	1,600	$	1,170	$	430

The aggregate amount of amortization expense associated with the Company's intangible assets for the years ended March 31, 2012, 2011 and 2010 was approximately $1.3 million, $1.0 million and $4.9 million, respectively. The estimated aggregate amortization expense for each of the years ending March 31, 2013 through 2017 is approximately $5.3 million, $3.7 million, $1.8 million, $0.8 million, and $0.4 million, respectively.

F-21

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. Corporate Debt

The total carrying values of corporate debt of the Company, excluding film obligations and production loans, were as follows as of March 31, 2012 and March 31, 2011:

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Senior revolving credit facility	$	99,750	$	69,750
Senior secured second-priority notes	431,510		226,331
Term loan	477,514		—
Convertible senior subordinated notes	104,498		107,255
Other financing obligations	3,778		3,718
	$	1,117,050	$	407,054

The following table sets forth future annual contractual principal payment commitments under corporate debt as of March 31, 2012:

	Maturity Date or	Year Ended March 31,
Debt Type	Next Holder Redemption Date (1)	2013		2014		2015		2016		2017		Thereafter		Total
		(Amounts in thousands)
Senior revolving credit facility	July 2013	$	—	$	99,750	$	—	$	—	$	—	$	—	$	99,750
Senior secured second-priority notes	November 2016	—		—		—		—		436,000		—		436,000
Term loan	September 2016 (2)	55,000		55,000		55,000		55,000		264,664		—		484,664
Principal amounts of convertible senior subordinated notes:
October 2004 2.9375% Notes (conversion price of $11.50 per share)	October 2014	—		—		348		—		—		—		348
February 2005 3.625% Notes (conversion price of $14.28 per share)	March 2015	—		—		23,464		—		—		—		23,464
April 2009 3.625% Notes (conversion price of $8.25 per share)	March 2015	—		—		66,581		—		—		—		66,581
January 2012 4.00% Notes (conversion price of $10.50 per share)	January 2017	—		—		—		—		45,000		—		45,000
Other financing obligations	June 2012	3,778		—		—		—		—		—		3,778
		$	58,778	$	154,750	$	145,393	$	55,000	$	745,664	$	—	1,159,585
Less aggregate unamortized (discount) premium, net														(42,535		)
														$	1,117,050

(1) The future repayment dates of the convertible senior subordinated notes represent the next redemption date by holders for each series of notes respectively, as described below.

(2) The Term Loan matures on September 7, 2016. The Term Loan is repayable in quarterly installments equal to $13.75 million, with the balance payable on the final maturity date. The Term Loan is also repayable periodically to the extent of the excess cash flow, as defined, generated by Summit and its subsidiaries (see below).

Senior Revolving Credit Facility

Outstanding Amount. At March 31, 2012, the Company had borrowings of $99.8 million outstanding (March 31, 2011 —

F-22

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$69.8 million).

Availability of Funds. At March 31, 2012, there was $230.2 million available (March 31, 2011 — $255.2 million). The senior revolving credit facility provides for borrowings and letters of credit up to an aggregate of $340 million. The availability of funds is limited by a borrowing base and also reduced by outstanding letters of credit which amounted to $10.0 million at March 31, 2012 (March 31, 2011 — $15.0 million).

Maturity Date. The senior revolving credit facility expires July 25, 2013.

Interest. As of March 31, 2012, the senior revolving credit facility bore interest of 2.5% over the “Adjusted LIBOR” rate (effective interest rate of 2.74% and 2.74% as of March 31, 2012 and March 31, 2011, respectively).

Commitment Fee. The Company is required to pay a quarterly commitment fee based upon 0.5% per annum on the total senior revolving credit facility of $340 million less the amount drawn.

Security. Obligations under the senior revolving credit facility are secured by collateral (as defined in the credit agreement) granted by the Company and certain subsidiaries of the Company, as well as a pledge of equity interests in certain of the Company’s subsidiaries.

Covenants. The senior revolving credit facility contains a number of affirmative and negative covenants that, among other things, require the Company to satisfy certain financial covenants and restrict the ability of the Company to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate.

Change in Control. Under the senior revolving credit facility, the Company may also be subject to an event of default upon a change in control (as defined in the credit agreement) which, among other things, includes a person or group acquiring ownership or control in excess of 50% (amended from 20% on June 22, 2010) of the Company’s common shares.

Senior Secured Second-Priority Notes

On October 21, 2009, Lions Gate Entertainment Inc. (“LGEI”), the Company’s wholly-owned subsidiary, issued $236.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the “October 2009 Senior Notes”) in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act.

On May 13, 2011, LGEI issued approximately $200.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the “May 2011 Senior Notes,” and collectively with the October 2009 Senior Notes, the “Senior Notes”) in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act. The May 2011 Senior Notes have the same terms as the October 2009 Senior Notes, except for the issue date, issue price and first interest payment.

In August 2011, a subsidiary of LGEI paid $9.9 million to repurchase $10.0 million of aggregate principal amount (carrying value — $9.9 million) of the Senior Notes. The Company recorded a loss on extinguishment in the quarter ended September 30, 2011 of $0.4 million, which included $0.5 million of deferred financing costs written off. In September 2011, LGEI resold such Senior Notes at 99.0% of the $10.0 million face amount thereof, plus accrued interest thereon from May 1, 2011, resulting in gross proceeds of approximately $10.2 million, which were used to repurchase the common shares, as discussed in Note 14.

Outstanding Amount. The outstanding amount is set forth in the table below:

	March 31, 2012			March 31, 2011
	(Amounts in thousands)
Principal amount of Senior Secured Second-Priority Notes	$	436,000		$	236,000
Unamortized Aggregate Premium/ (Discount), net	(4,490		)	(9,669		)
Net carrying amount of Senior Secured Second-Priority Notes	$	431,510		$	226,331

Maturity Date. The Senior Notes are due November 1, 2016.

Original Issue Discount/Premium. The October 2009 Senior Notes were issued by LGEI at an initial price of 95.222%

F-23

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(original issue discount —4.778%) of the principal amount. The May 2011 Senior Notes were issued by LGEI at an initial price of 102.219% (original issue premium — 2.219%) of the principal amount, plus accrued interest thereon from May 1, 2011, resulting in gross proceeds of approximately $204.4 million and net proceeds of approximately $192.4 million after fees and expenses, including $5.6 million paid in connection with the consent solicitation of holders of the October 2009 Senior Notes. The original issue discount/premium, interest and deferred financing costs are being amortized through November 1, 2016 using the effective interest method. As of March 31, 2012, the remaining amortization period was 4.6 years.

Interest. The Senior Notes pay interest semi-annually on May 1 and November 1 of each year at a rate of 10.25% per year.

Security. The Senior Notes are guaranteed on a senior secured basis by the Company, and certain wholly-owned subsidiaries of both the Company and LGEI. The Senior Notes are ranked junior in right of payment to the Company’s senior revolving credit facility, ranked equally in right of payment to the Company’s convertible senior subordinated notes, and ranked senior to any of the Company’s unsecured debt.

Covenants. The Senior Notes contain certain restrictions and covenants that, subject to certain exceptions, limit the Company’s ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations.

Term Loan

In connection with the acquisition of Summit (see Note 15), the Company entered into a new $500.0 million principal amount term loan agreement (the "Term Loan") and received net proceeds of $476.2 million, after original issue discount and offering fees and expenses. The net proceeds were used in connection with the acquisition of Summit to pay off Summit's existing term loan.

Outstanding Amount. The outstanding amount of the Term Loan is set forth in the table below:

	March 31, 2012
	(Amounts in thousands)
Principal amount	$	484,664
Unamortized discount	(7,150		)
Net carrying amount	$	477,514

Maturity Date. The Term Loan matures on September 7, 2016. The Term Loan is repayable in quarterly installments equal to $13.75 million, with the balance payable on the final maturity date. The Term Loan is also repayable periodically to the extent of the excess cash flow, as defined, generated by Summit and its subsidiaries.

Interest. The Term Loan bears interest by reference to a base rate or the LIBOR rate (subject to a LIBOR floor of 1.25%), in either case plus an applicable margin of 4.50% in the case of base rate loans and 5.50% in the case of LIBOR loans (effective interest rate of 7.75% and 6.75%, respectively as of March 31, 2012).

Security. The Term Loan is secured by collateral of the Summit assets.

Covenants. The Term Loan contains a number of affirmative and negative covenants that, among other things, require Summit to satisfy certain financial covenants.

Convertible Senior Subordinated Notes

Outstanding Amount. The following table sets forth the convertible senior subordinated notes outstanding at March 31, 2012 and March 31, 2011:

F-24

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	March 31, 2012							March 31, 2011
	Principal		Unamortized Discount			Net Carrying Amount		Principal		Unamortized Discount			Net Carrying Amount
	(Amounts in thousands)
Convertible Senior Subordinated Notes
October 2004 2.9375% Notes (conversion price of $11.50 per share)	$	348	$	—		$	348	$	46,326	$	(1,598	)	$	44,728
February 2005 3.625% Notes (conversion price of $14.28 per share)	23,464		—			23,464		23,470		(1,363		)	22,107
April 2009 3.625% Notes (conversion price of $8.25 per share)	66,581		(21,119		)	45,462		66,581		(26,161		)	40,420
January 2012 4.00% Notes (conversion price of $10.50 per share)	45,000		(9,776		)	35,224		—		—			—
	$	135,393	$	(30,895	)	$	104,498	$	136,377	$	(29,122	)	$	107,255

Interest Expense. The effective interest rate on the liability component and the amount of interest expense, which includes both the contractual interest coupon and amortization of the discount on the liability component, for the years ended March 31, 2012, 2011 and 2010 are presented below.

F-25

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended		Year Ended		Year Ended
	March 31, 2012		March 31, 2011		March 31, 2010
	(Amounts in thousands)
October 2004 2.9375% Convertible Senior Subordinated Notes:
Effective interest rate of liability component (9.65%)
Interest Expense
Contractual interest coupon	$	497	$	1,915	$	3,879
Amortization of discount on liability component and debt issuance costs	1,147		4,278		8,228
	1,644		6,193		12,107
February 2005 3.625% Convertible Senior Subordinated Notes:
Effective interest rate of liability component (10.03%)
Interest Expense
Contractual interest coupon	815		1,238		2,965
Amortization of discount on liability component and debt issuance costs	1,472		2,053		5,399
	2,287		3,291		8,364
April 2009 3.625% Convertible Senior Subordinated Notes:
Effective interest rate of liability component (17.26%)
Interest Expense
Contractual interest coupon	2,414		2,414		2,286
Amortization of discount on liability component and debt issuance costs	5,064		4,261		3,283
	7,478		6,675		5,569
January 2012 4.00% Convertible Senior Subordinated Notes:
Effective interest rate of liability component (9.56%)
Interest Expense
Contractual interest coupon	395		—		—
Amortization of discount on liability component and debt issuance costs	361		—		—
	756		—		—
Total
Contractual interest coupon	4,121		5,567		9,130
Amortization of discount on liability component and debt issuance costs	8,044		10,592		16,910
	$	12,165	$	16,159	$	26,040

Fiscal 2011 and 2012 Convertible Senior Subordinated Notes Transactions

January 2012 Convertible Senior Subordinated Notes Issuance. On January 11, 2012, LGEI sold $45.0 million in aggregate principal amount of 4.00% Convertible Senior Subordinated Notes with a maturity date of January 11, 2017 (the "January 2012 4.00% Notes"). The proceeds were used to fund a portion of the acquisition of Summit discussed in Note 15. See below for key terms of the January 2012 4.00% Notes.

October 2011 Redemption of October 2004 2.9375% Notes: On October 15, 2011, certain holders of the 2.9375% Convertible Senior Subordinated Notes (the "October 2004 2.9375% Notes") required LGEI to repurchase $26.6 million in aggregate principal amount (carrying value - $26.6 million) of the October 2004 2.9375% Notes, pursuant to the redemption terms of the October 2004 2.9375% Notes. LGEI paid approximately $27.0 million for the repurchase on October 17, 2011, representing a price equal to 100% of the principal amount, together with accrued and unpaid interest through October 17, 2011.

May 2011 Repurchase of a Portion of October 2004 2.9375% Notes: In May 2011, LGEI paid $19.5 million to repurchase $19.4 million of aggregate principal amount (carrying value — $18.9 million) of the October 2004 2.9375% Notes. The Company recorded a loss on extinguishment in the quarter ended June 30, 2011 of $0.5 million, which includes $0.1 million of deferred financing costs written off. The loss represented the excess of the fair value of the liability component of the

F-26

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

October 2004 2.9375% Notes repurchased over their carrying values, plus the deferred financing costs written off. The amount of consideration recorded as a reduction of shareholders’ equity represents the equity component of the October 2004 2.9375% Notes repurchased.

July 2010 Refinancing Exchange Agreement: On July 20, 2010, the Company entered into a Refinancing Exchange Agreement to exchange approximately $36.0 million in aggregate principal amount of the 3.625% Convertible Senior Subordinated Notes (the “February 2005 3.625% Notes”) and approximately $63.7 million in aggregate principal amount of the October 2004 2.9375% Notes for equal principal amounts, respectively, of new 3.625% Convertible Senior Subordinated Notes due 2027 (the “New 3.625% Notes”) and new 2.9375% Convertible Senior Subordinated Notes due 2026 (the “New 2.9375% Notes”, and together with the New 3.625% Notes, the “New Notes”). The New Notes took effect immediately and all terms were identical to the February 2005 3.625% Notes and October 2004 2.9375% Notes except that the New Notes had an extended maturity date, extended put rights by two years, and were immediately convertible at an initial conversion rate of 161.2903 common shares of the Company per $1,000 principal amount of New Notes (conversion price per share of $6.20), subject to specified contingencies.

On July 20, 2010, the New Notes were converted into 16,236,305 common shares of the Company. As a result, the New Notes are no longer outstanding as of July 20, 2010.

As a result of the exchange transaction and related conversion, the Company recorded a non-cash loss on extinguishment of debt of $14.5 million during the quarter ended September 30, 2010, which includes the write-off of $0.6 million of unamortized deferred financing costs, an increase to common shares equity of $106.0 million and reduction in the carrying amount of the old notes of approximately $91.2 million. The loss represented the excess of the fair value of the common stock issuable pursuant to conversion terms contained in the New Notes as compared to the fair value of the Company’s common stock issuable pursuant to the conversion terms of the old notes, partially offset by the excess of the carrying amount of the debt extinguished over the fair value of the Company’s common stock issuable pursuant to the conversion terms of the old notes.

Convertible Senior Subordinated Notes Terms

October 2004 2.9375% Notes. In October 2004, LGEI sold $150.0 million of the October 2004 2.9375% Notes, of which $50.1 million was allocated to the equity component.

Outstanding Amount: As of March 31, 2012, $0.3 million of aggregate principal amount (carrying value — $0.3 million) of the October 2004 2.9375% Notes remains outstanding.

Interest: Interest on the October 2004 2.9375% Notes is payable semi-annually on April 15 and October 15.

Maturity Date: The October 2004 2.9375% Notes mature on October 15, 2024.

Redeemable by LGEI: LGEI may redeem the October 2004 2.9375% Notes at 100%.

Redeemable by Holder: The holder may require LGEI to repurchase the October 2004 2.9375% Notes on October 15, 2014 and 2019 or upon a change in control at a price equal to 100% of the principal amount, together with accrued and unpaid interest through the date of repurchase. See above for further information on the October 2004 2.9375% Notes that were redeemed on October 17, 2011 due to the holders exercise of their right to require LGEI to repurchase the October 2004 2.9375% Notes on October 15, 2011.

Conversion Features: The holder may convert the October 2004 2.9375% Notes into the Company’s common shares prior to maturity only if the price of the Company’s common shares issuable upon conversion of a note reaches or falls below a certain specific threshold over a specified period, the notes have been called for redemption, a change in control occurs or certain other corporate transactions occur. Before the close of business on or prior to the trading day immediately before the maturity date, the holder may convert the notes into the Company’s common shares at a conversion rate equal to 86.9565 shares per $1,000 principal amount of the October 2004 2.9375% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $11.50 per share. Upon conversion of the October 2004 2.9375% Notes, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company.

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of their notes or the holder converts the notes upon a change in control, they will be entitled to receive a make whole premium. The amount of the make whole premium, if any, will be based on the price of the Company’s common shares on the effective date of the change in control. No make whole premium will be paid if the price of the Company’s common shares at such time is less than $8.79 per share or exceeds $50.00 per share.

February 2005 3.625% Notes. In February 2005, LGEI sold $175.0 million of February 2005 3.625% Notes, of which

F-27

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$53.0 million was allocated to the equity component.

Outstanding Amount: As of March 31, 2012, $23.5 million of aggregate principal amount (carrying value — $23.5 million) of the February 2005 3.625% Notes remains outstanding.

Interest: Interest on the February 2005 3.625% Notes is payable at 3.625% per annum semi-annually on March 15 and September 15 until March 15, 2012 and at 3.125% per annum thereafter until maturity.

Maturity Date: The February 2005 3.625% Notes will mature on March 15, 2025.

Redeemable by LGEI: LGEI may redeem the February 2005 3.625% Notes at 100%.

Redeemable by Holder: The holder may require LGEI to repurchase the February 2005 3.625% Notes on March 15,2015 and 2020 or upon a change in control at a price equal to 100% of the principal amount, together with accrued and unpaid interest through the date of repurchase.

Conversion Features: The February 2005 3.625% Notes are convertible, at the option of the holder, at any time before the maturity date, if the notes have not been previously redeemed or repurchased, at a conversion rate equal to 70.0133 shares per $1,000 principal amount of the February 2005 3.625% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $14.28 per share. Upon conversion of the February 2005 3.625% Notes, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company.

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of their notes upon a change in control, they will be entitled to receive a make whole premium. The amount of the make whole premium, if any, will be based on the price of the Company’s common shares on the effective date of the change in control. No make whole premium will be paid if the price of the Company’s common shares at such time is less than $10.35 per share or exceeds $75.00 per share.

April 2009 3.625% Notes. In April 2009, LGEI issued approximately $66.6 million of 3.625% Convertible Senior Subordinated Notes (the “April 2009 3.625% Notes”), of which $16.2 million was allocated to the equity component.

Outstanding Amount: As of March 31, 2012, $66.6 million of aggregate principal amount (carrying value — $45.5 million) of the April 2009 3.625% Notes remains outstanding.

Interest: Interest on the April 2009 3.625% Notes is payable at 3.625% per annum semi-annually on March 15 and September 15 of each year.

Maturity Date: The April 2009 3.625% Notes will mature on March 15, 2025.

Redeemable by LGEI: On or after March 15, 2015, the Company may redeem the April 2009 3.625% Notes, in whole or in part, at a price equal to 100% of the principal amount of the April 2009 3.625% Notes to be redeemed, plus accrued and unpaid interest through the date of redemption.

Redeemable by Holder: The holder may require LGEI to repurchase the April 2009 3.625% Notes on March 15, 2015, 2018 and 2023 or upon a “designated event,” at a price equal to 100% of the principal amount of the April 2009 3.625% Notes to be repurchased plus accrued and unpaid interest.

Conversion Features: The April 2009 3.625% Notes may be converted into common shares of the Company at any time before maturity, redemption or repurchase. The initial conversion rate of the April 2009 3.625% Notes is 121.2121 common shares per $1,000 principal amount of the April 2009 3.625% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $8.25 per share. Upon conversion of the April 2009 3.625% Notes, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company.

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of their notes upon a change in control, they will be entitled to receive a make whole premium. The amount of the make whole premium, if any, will be based on the price of the Company’s common shares on the effective date of the change in control. No make whole premium will be paid if the price of the Company’s common shares at such time is less than $5.36 per share or exceeds $50.00 per share.

January 2012 4.00% Notes. In January 2012, LGEI issued approximately $45.0 million of January 2012 4.00% Notes, of which $10.1 million was allocated to the equity component.

Outstanding Amount: As of March 31, 2012, $45.0 million of aggregate principal amount (carrying value — $35.2 million) of the January 2012 4.00% Notes remains outstanding.

F-28

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest: Interest on the January 2012 4.00% Notes is payable at 4.00% per annum semi-annually on January 15 and July 15 of each year, commencing on July 15, 2012.

Maturity Date: The January 2012 4.00% Notes will mature on January 11, 2017.

Conversion Features: The January 2012 4.00% Notes are convertible into common shares of the Company at any time prior to maturity or repurchase by the Company, at an initial conversion price of approximately $10.50  per share, subject to adjustment in certain circumstances as specified in the Indenture. Upon conversion of the January 2012 4.00% Notes, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company.

Other Financing Obligations

On June 1, 2007, the Company entered into a bank financing agreement for $3.7 million to fund the acquisition of certain capital assets. Interest is payable in monthly payments totaling $0.3 million per year for five years at an interest rate of 8.02%, with the entire principal due June 2012.

10. Participations and Residuals

The Company expects approximately 68% of accrued participations and residuals will be paid during the one-year period ending March 31, 2013.

11. Film Obligations and Production Loans

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Film obligations	$	98,750	$	58,681
Production loans
Individual production loans	352,960		181,829
Pennsylvania Regional Center production loans	65,500		65,500
Film credit facility	43,940		20,430
Total film obligations and production loans	$	561,150	$	326,440

The following table sets forth future annual repayment of film obligations and production loans as of March 31, 2012:

	Year Ended March 31,
	2013		2014		2015		2016		2017		Thereafter		Total
	(Amounts in thousands)
Film obligations	$	59,638	$	19,409	$	14,493	$	9,662	$	—	$	—	$	103,202
Production loans
Individual production loans	285,567		67,393		—		—		—		—		352,960
Pennsylvania Regional Center production loans	—		65,500		—		—		—		—		65,500
Film credit facility	43,940		—		—		—		—		—		43,940
	$	389,145	$	152,302	$	14,493	$	9,662	$	—	$	—	565,602
Less imputed interest on film obligations													(4,452		)
													$	561,150

Film Obligations

F-29

Film obligations include minimum guarantees, which represent amounts payable for film rights that the Company has acquired and certain theatrical marketing obligations, which represent amounts received from third parties that are contractually committed for theatrical marketing expenditures associated with specific titles.

Individual Production Loans

Production loans represent individual loans for the production of film and television programs that the Company produces. Individual production loans have contractual repayment dates either at or near the expected completion date, with the exception of certain loans containing repayment dates on a longer term basis. Individual production loans of $338.0 million incur interest at rates ranging from 3.49% to 3.99%, and approximately $15.0 million of production loans are non-interest bearing.

Pennsylvania Regional Center

General. On April 9, 2008, the Company entered into a loan agreement with the Pennsylvania Regional Center, which provides for the availability of production loans up to $65.5 million on a five-year term for use in film and television productions in the State of Pennsylvania. The amount that was borrowed was limited to approximately one half of the qualified production costs incurred in the State of Pennsylvania through the two-year period ended April 2010, and is subject to certain other limitations. Under the terms of the loan, for every dollar borrowed, the Company’s production companies are required (within a two-year period) to either create a specified number of jobs, or spend a specified amount in certain geographic regions in the State of Pennsylvania.

Outstanding Amount. At March 31, 2012, the Company had borrowings of $65.5 million (March 31, 2011 — $65.5 million).

Availability of Funds. At March 31, 2012, there were no amounts available under this agreement (March 31, 2011 — nil).

Maturity Date. All amounts borrowed under this loan agreement with the Pennsylvania Regional Center are due April 11, 2013, five years from the date that the Company began to borrow under this agreement.

Interest. Amounts borrowed under the agreement carry an interest rate of 1.5%, which is payable semi-annually.

Security. The loan is secured by a first priority security interest in the Company’s film library pursuant to an intercreditor agreement with the Company’s senior lender under the Company’s senior revolving credit facility. Pursuant to the terms of the Company’s senior revolving credit facility, the Company is required to maintain certain collateral equal to the loans outstanding plus 5% under this facility. Such collateral can consist of cash, cash equivalents or debt securities, including the Company’s convertible senior subordinated notes repurchased. As of March 31, 2012, $72.8 million principal value (fair value — $83.1 million) of the Company’s convertible senior subordinated notes repurchased in December 2009 (see Note 9) was held as collateral under the Company’s senior revolving credit facility (March 31, 2011 — $72.8 million principal value, $72.4 million fair value).

Film Credit Facility

On October 6, 2009, the Company entered into a revolving film credit facility agreement, as amended effective December 31, 2009 and June 22, 2010 (the “Film Credit Facility”), which provides for borrowings for the acquisition or production of motion pictures.

Outstanding Amount. At March 31, 2012, the Company had borrowings of $43.9 million (March 31, 2011 — $20.4 million).

Availability of Funds. Currently, the Film Credit Facility provides for total borrowings up to $130 million, subject to a borrowing base, which can vary based on the amount of sales contracts in place on pictures financed under the facility. The Film Credit Facility can be increased to $200 million if additional qualified lenders or financial institutions become a party to and provide a commitment under the facility.

Maturity Date. The Film Credit Facility has a maturity date of April 6, 2013. Borrowings under the Film Credit Facility are due the earlier of (a) nine months after delivery of each motion picture or (b) April 6, 2013.

Interest. As of March 31, 2012, the Film Credit Facility bore interest of 3.25% over the “LIBO” rate (as defined in the credit agreement). The weighted average interest rate on borrowings outstanding as of March 31, 2012 was 3.49% (March 31, 2011 — 3.49%).

F-30

Commitment Fee. The Company is required to pay a quarterly commitment fee of 0.75% per annum on the unused commitment under the Film Credit Facility.

Security. Borrowings under the Film Credit Facility are subject to a borrowing base calculation and are secured by interests in the related motion pictures, together with certain other receivables from other motion picture and television productions pledged by the Company, including a minimum pledge of such receivables of $25 million. Receivables pledged to the Film Credit Facility must be excluded from the borrowing base calculation under the Company’s senior revolving credit facility, as described in Note 9.

12. Fair Value Measurements

Fair Value

Accounting guidance and standards about fair value define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair Value Hierarchy

Accounting guidance and standards about fair value establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance and standards establish three levels of inputs that may be used to measure fair value:

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

• Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 liabilities that are not required to be measured at fair value on a recurring basis include the Company’s convertible senior subordinated notes, individual production loans, Pennsylvania Regional Center Loan, Senior Notes, and Term Loan, which are priced using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, three- and seven-year swap rates, and credit ratings.

• Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The Company measures the fair value of its investment in TV Guide Network's Mandatorily Redeemable Preferred Stock Units using primarily a discount cash flow analysis based on the expected cash flows of the investment. The analysis reflects the contractual terms of the investment, including the period to maturity, and uses a discount rate commensurate with the risk associated with the investment.

The following table sets forth the carrying values and fair values of the Company’s investment in TV Guide Network's mandatorily redeemable preferred stock units and outstanding debt at March 31, 2012:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Carrying Value		Fair Value
			(Level 3)
	(Amounts in thousands)
Assets:
Investment in TV Guide Network's Mandatorily Redeemable Preferred Stock Units	$	106,406	$	145,029
	Carrying Value		Fair Value
			(Level 2)
	(Amounts in thousands)
Liabilities:
October 2004 2.9375% Convertible Senior Subordinated Notes	$	348	$	237
February 2005 3.625% Convertible Senior Subordinated Notes	23,464		19,295
April 2009 3.625% Convertible Senior Subordinated Notes	45,462		59,083
January 2012 4.00% Convertible Senior Subordinated Notes	35,224		35,619
Individual production loans	352,960		351,911
Pennsylvania Regional Center Loan	65,500		63,679
Senior Secured Second-Priority Notes	431,510		479,055
Term Loan	477,514		480,423
	$	1,431,982	$	1,489,302

13. Comprehensive Loss

Components of accumulated other comprehensive loss are as follows:

				Unrealized
	Foreign			Gain (Loss)					Accumulated
	Currency			on Foreign			Unrealized		Other
	Translation			Exchange			Gain (Loss) on		Comprehensive
	Adjustments			Contracts			Securities		Loss
	(Amounts in thousands)
Balance at March 31, 2010	$	(7,047	)	$	436		$	—	$	(6,611	)
Current year change	5,756			(569		)	—		5,187
Balance at March 31, 2011	(1,291		)	(133		)	—		(1,424		)
Current year change	(2,249		)	(38		)	—		(2,287		)
Balance at March 31, 2012	$	(3,540	)	$	(171	)	$	—	$	(3,711	)

14. Capital Stock

(a) Common Shares

The Company had 500,000,000 authorized common shares at March 31, 2012 and March 31, 2011. The table below outlines common shares reserved for future issuance:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	March 31, 2012	March 31, 2011
	(Amounts in thousands)
Stock options outstanding, average exercise price $10.20 (March 31, 2011 - $9.75)	3,157	3,310
Restricted share units — unvested	1,867	1,801
Share purchase options and restricted share units available for future issuance	1,984	3,683
Shares issuable upon conversion of October 2004 2.9375% Notes at conversion price of $11.50 per share	30	4,028
Shares issuable upon conversion of February 2005 3.625% Notes at conversion price of $14.28 per share	1,643	1,643
Shares issuable upon conversion of April 2009 3.625% Notes at conversion price of $8.25 per share	8,070	8,070
Shares issuable upon conversion of January 2012 4.00% Notes at conversion price of $10.50 per share	4,286	—
Shares reserved for future issuance	21,037	22,535

On August 30, 2011, the Company entered into an agreement with certain shareholders, whereby the Company repurchased 11,040,493 of its common shares at a price of $7.00 per share, for aggregate cash consideration of $77.1 million. The shares repurchased under the agreement are included in treasury shares in the accompanying consolidated balance sheets and statements of shareholders' equity.

On October 18, 2011, pursuant to the terms of an underwriting agreement, certain selling shareholders sold an aggregate of 19,201,000 common shares of the Company, at a price of $7.00 per share. The Company did not receive any proceeds from the sale of the shares in the offering. The Company paid the underwriter a fee of approximately $3.4 million at the close of the transaction.

(b) Share-Based Compensation

The Company has two stock option and long-term incentive plans that permit the grant of stock options and other equity awards to certain employees, officers, non-employee directors and consultants for up to 23.0 million shares of the Company’s common stock.

Employees’ and Directors’ Equity Incentive Plan (the “Plan”): The plan provides for the issuance of up to 9.0 million shares of common stock of the Company to eligible employees, directors, and service providers. Of the 9.0 million common shares allocated for issuance, up to a maximum of 250,000 common shares may be issued as discretionary bonuses in accordance with the terms of a share bonus plan. No new awards were granted under the Plan subsequent to the 2004 Annual General Meeting of Shareholders. Any remaining shares available for additional grant purposes under the Plan may be issued under the 2004 Plan. At March 31, 2012, 101,351 common shares were available for grant under the 2004 Plan.

2004 Performance Incentive Plan (the “2004 Plan”): The 2004 Plan provides for the issuance of up to an additional 14.0 million common shares, stock options, share appreciation rights, restricted shares, share bonuses or other forms of awards granted or denominated in common shares of the Company to eligible employees, directors, officers and other eligible persons through the grant of awards and incentives for high levels of individual performance and improved financial performance of the Company. The per share exercise price of an option granted under the 2004 Plan generally may not be less than the fair market value of a common share of the Company on the date of grant. The maximum term of an option granted under the 2004 Plan is ten years from the date of grant. At March 31, 2012, 1,882,232 common shares were available for grant under the 2004 Plan.

The Company accounts for stock-based compensation in accordance with accounting standards that require the measurement of all stock-based awards using a fair value method and the recognition of the related stock-based compensation expense in the consolidated financial statements over the requisite service period. Further, the Company estimates forfeitures for share-based awards that are not expected to vest. As stock-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

The Company recognized the following share-based compensation expense during the years ended March 31, 2012, 2011, and 2010:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended		Year Ended		Year Ended
	March 31, 2012		March 31, 2011		March 31, 2010
	(Amounts in thousands)
Compensation Expense:
Stock Options	$	179	$	2,644	$	3,213
Restricted Share Units and Other Share-based Compensation	9,546		26,032		14,385
Stock Appreciation Rights	15,289		3,829		1,225
Total	$	25,014	$	32,505	$	18,823

On June 30, 2010, certain unvested equity awards of certain executive officers immediately vested as a result of the triggering of “change in control” provisions in their respective employment agreements. For purposes of the employment agreements with such executive officers, a “change in control” occurred on June 30, 2010, when a certain shareholder became the beneficial owner of 33% or more of the Company’s common shares. As a result, the Company recognized $21.9 million in additional compensation expense during the year ended March 31, 2011, which is included in the table above.

There was no income tax benefit recognized in the statements of operations for share-based compensation arrangements during the year ended March 31, 2012 (2011 - nil; 2010 - nil).

Stock Options

A summary of option activity under the various plans as of March 31, 2012, 2011 and 2010 and changes during the years then ended is presented below:

	Number of		Number of		Total Number of		Weighted- Average Exercise		Weighted Average Remaining Contractual	Aggregate Intrinsic Value as of March 31,
Options:	Shares (1)		Shares (2)		Shares		Price		Term In Years	2012
Outstanding at April 1, 2009	3,299,166		600,000		3,899,166		$	9.75
Granted	110,000		—		110,000		5.41
Exercised	—		—		—		—
Forfeited or expired	(649,166	)	—		(649,166	)	8.97
Outstanding at March 31, 2010	2,760,000		600,000		3,360,000		$	9.75
Granted	—		—		—		—
Exercised	—		—		—		—
Forfeited or expired	(50,000	)	—		(50,000	)	10.00
Outstanding at March 31, 2011	2,710,000		600,000		3,310,000		$	9.75
Granted	250,000		—		250,000		13.80
Exercised	(53,332	)	(350,000	)	(403,332	)	8.73
Forfeited or expired	—		—		—		—
Outstanding at March 31, 2012	2,906,668		250,000		3,156,668		$	10.20	5.12	$	11,738,678
Outstanding as of March 31, 2012, vested or expected to vest in the future	2,904,835		250,000		3,154,835		$	10.20	5.12	$	11,723,070
Exercisable at March 31, 2012	2,620,002		250,000		2,870,002		$	9.95	4.67	$	11,396,516

____________________________

(1) Issued under our long-term incentive plans.

(2) On September 10, 2007, in connection with the acquisition of Mandate Pictures (see Note 15), two executives entered into employment agreements with LGF. Pursuant to the employment agreements, the executives were granted an aggregate of 600,000 stock options, all of which have vested. The options were granted outside of our long-term incentive plans.

The fair value of each option award is estimated on the date of grant using a closed-form option valuation model (Black-Scholes) based on the assumptions noted in the following table. Expected volatilities are based on implied volatilities from

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

traded options on the Company’s stock, historical volatility of the Company’s stock and other factors. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The weighted-average grant-date fair values for options granted during the year ended March 31, 2012 was $5.25 (2011 — nil, 2010 — $3.21). The following table represents the assumptions used in the Black-Scholes option-pricing model for stock options granted during the years ended March 31, 2012 and 2010:

	Year Ended	Year Ended
	March 31, 2012	March 31, 2010
Risk-free interest rate	1.1%	2.6% - 3.6%
Expected option lives (in years)	6 years	10 years
Expected volatility for options	38%	45%
Expected dividend yield	0%	0%

The total intrinsic value of options exercised as of each exercise date during the year ended March 31, 2012 was $2.5 million (2011 — nil, 2010— nil).

During the year ended March 31, 2012, no shares were cancelled to fund withholding tax obligations upon exercise.

Restricted Share Units

Effective June 27, 2005, the Company, pursuant to the 2004 Plan, began granting restricted share units to certain employees, directors and consultants.

A summary of the status of the Company’s restricted share units as of March 31, 2012, 2011 and 2010, and changes during the years then ended is presented below:

	Number of		Number of		Total Number of		Weighted Average Grant Date Fair
Restricted Share Units:	Shares (1)		Shares (2)		Shares		Value
Outstanding at April 1, 2009	2,181,501		384,167		2,565,668		$	9.27
Granted	1,910,792		52,500		1,963,292		5.58
Vested	(918,618	)	(113,334	)	(1,031,952	)	9.16
Forfeited	(81,040	)	—		(81,040	)	7.91
Outstanding at March 31, 2010	3,092,635		323,333		3,415,968		$	7.22
Granted	2,585,688		105,000		2,690,688		6.84
Vested	(3,792,987	)	(428,333	)	(4,221,320	)	7.24
Forfeited	(84,278	)	—		(84,278	)	4.90
Outstanding at March 31, 2011	1,801,058		—		1,801,058		$	6.70
Granted	1,147,052		—		1,147,052		9.17
Vested	(1,003,700	)	—		(1,003,700	)	6.83
Forfeited	(77,748	)	—		(77,748	)	6.51
Outstanding at March 31, 2012	1,866,662		—		1,866,662		8.15

______________________________

(1) Issued under our long-term incentive plans.

(2) On September 10, 2007, in connection with the acquisition of Mandate Pictures (see Note 15), two executives entered into employment agreements with Lions Gate Films, Inc. Pursuant to the employment agreements, the executives were granted an aggregate of 287,500 restricted share units, all of which have vested. The restricted share units were granted outside of our long-term incentive plans.

The fair values of restricted share units are determined based on the market value of the shares on the date of grant.

The following table summarizes the total remaining unrecognized compensation cost as of March 31, 2012 related to non-vested stock options and restricted share units and the weighted average remaining years over which the cost will be recognized:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Total Unrecognized Compensation Cost		Weighted Average Remaining Years
	(Amounts in thousands)
Stock Options	$	1,293	1.6
Restricted Share Units	10,707		1.7
Total	$	12,000

At March 31, 2012, 381,698 shares of restricted share units have been awarded to two key executive officers, the vesting of which will be subject to performance targets to be set annually by the Compensation Committee of the Board of Directors of the Company. These restricted share units will vest in two annual installments assuming annual performance targets have been met. The fair value of the 381,698 shares whose future annual performance targets have not been set was $5.3 million, based on the market price of the Company’s common shares as of March 31, 2012. The market value will be remeasured when the annual performance criteria are set and the value will be expensed over the remaining vesting periods once it becomes probable that the performance targets will be satisfied.

Under the Company’s two stock option and long term incentive plans, the Company withholds shares to satisfy minimum statutory federal, state and local tax withholding obligations arising from the vesting of restricted share units. During the year ended March 31, 2012, 379,305 shares were withheld upon the vesting of restricted share units.

The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the stock options and restricted share units when vesting or exercise occurs, the restrictions are released and the shares are issued. Restricted share units are forfeited if the employees terminate prior to vesting.

Stock Appreciation Rights

The Company has the following stock appreciation rights (“SARs”) outstanding as of March 31, 2012:

Grant Date	SARs Outstanding	Vested and Exercisable	Exercise Price		Original Vesting Period (see below)	Expiration Date	Fair Value March 31, 2012		Liability March 31, 2012
									(in thousands)
July 14, 2008	750,000	750,000	$	9.56	3 years	July 14, 2013	$	5.15	$	3,866
February 5, 2009	150,000	150,000	$	5.45	3 years	February 5, 2014	$	8.64	$	8,457
April 6, 2009	75,000	75,000	$	5.17	4 years	April 6, 2014	$	8.92	$	6,313
March 17, 2010	500,000	500,000	$	5.95	4 years	March 17, 2015	$	8.36	$	4,178
February 15, 2011	1,000,000	1,000,000	$	6.13	3 years	February 15, 2016	$	8.46	$	8,459
January 19, 2012	2,400,000	—	$	9.48	3 years	January 19, 2017	$	6.61	$	1,044
February 9, 2012	350,000	—	$	11.01	3 years	February 9, 2017	$	5.90	$	96

At March 31, 2012, the Company has a stock-based compensation liability accrual in the amount of $32.4 million(March 31, 2011 — $6.1 million) included in accounts payable and accrued liabilities on the consolidated balance sheets relating to these SARs.

During the year ended March 31, 2012, certain individuals exercised 700,000 and 625,000 SARs granted on February 5, 2009 and April 6, 2009, respectively. Due to the exercise dates for these SARs occurring at the end of the fiscal year, $12.8 million relating to these SARs is included in the Company's stock-based compensation liability accrual at March 31, 2012 and were subsequently paid in April 2012. Additionally, during the year ended March 31, 2012, a third-party producer exercised 250,000 SARs granted on August 14, 2008. There were no exercises during the years ended March 31, 2011 and 2010.

On June 30, 2010, the SARs granted on February 5, 2009, April 6, 2009 and March 17, 2010 became fully vested due to the triggering of the “change in control” provisions in certain executive officer employment agreements discussed above.

SARs require that upon their exercise, the Company pay the holder the excess of the market value of the Company’s common stock at that time over the exercise price of the SAR multiplied by the number of SARs exercised. SARs can be

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

exercised at any time subsequent to vesting and prior to expiration. The fair value of all unexercised SARs are determined at each reporting period under a Black-Scholes option pricing methodology based on the inputs in the table below and are recorded as a liability over the vesting period. With the exception of the SARs granted on July 14, 2008 and February 15, 2011, the fair value of the SARs is expensed on a pro rata basis over the vesting period or service period, if shorter. Changes in the fair value of vested SARs are expensed in the period of change. SARs granted on July 14, 2008 and February 15, 2011 were granted to a third-party producer and vest in 250,000 and 333,333 SAR increments, respectively, over a three-year period based on the commencement of principal photography of certain films. Accordingly, the pro rata portion of the fair value of SARs is recorded as part of the cost of the related films until commencement of principal photography of the motion picture (i.e., vesting) with subsequent changes in the fair value of SARs recorded to expense.

For the year ended March 31, 2012, the following assumptions were used in the Black-Scholes option-pricing model:

Grant Date	Risk-Free Interest Rate		Expected Option Lives (in years)	Expected Volatility for Options		Expected Dividend Yield
July 14, 2008	0.2	%	1.3 years	45	%	—	%
February 5, 2009	0.3	%	1.9 years	45	%	—	%
April 6, 2009	0.3	%	2 years	45	%	—	%
March 17, 2010	0.5	%	3 years	40	%	—	%
February 15, 2011	0.8	%	3.9 years	40	%	—	%
January 19, 2012	1.0	%	4.8 years	38	%	—	%
February 9, 2012	1.0	%	4.9 years	38	%	—	%

Other Share-Based Compensation

During the years ended March 31, 2012 and 2011, as per the terms of certain employment agreements, the Company granted the equivalent of $1.8 million and $1.8 million, respectively, in common shares to certain officers on a quarterly basis through the term of their employment contracts. For the years ended March 31, 2012 and 2011, the Company issued 127,299 and 150,299 shares, respectively, net of shares withheld to satisfy minimum tax withholding obligations. The Company recorded stock-based compensation expense related to this arrangement in the amount of $2.0 million, $1.8 million and $1.3 million for the years ended March 31, 2012, 2011 and 2010, respectively.

15. Acquisitions and Divestitures

Summit

On January 13, 2012, the Company purchased all of the membership interests in Summit Entertainment, LLC (“Summit”), a worldwide independent film producer and distributor. The aggregate purchase price was approximately $412.1 million, which consisted of $361.9 million in cash, 5,837,781 in the Company's common shares (a part of which are included in escrow for indemnification purposes). Approximately $279.4 million of the purchase price and acquisition costs were funded with cash on the balance sheet of Summit. The value assigned to the shares for purposes of recording the acquisition was $50.2 million and was based on the closing price of the Company’s common shares on the date of closing of the acquisition. Additionally, the Company may be obligated to pay additional cash consideration of up to $7.5 million pursuant to the purchase agreement, should the domestic theatrical receipts from certain films meet certain target performance thresholds.

In addition, on the date of the close, Summit's existing term loan of $507.8 million was paid off with cash from Lionsgate and the net proceeds of $476.2 million, after fees and expenses, from a new term loan with a principal amount of $500.0 million, maturing on September 7, 2016 (see Note 9).

The acquisition was accounted for as a purchase, with the results of operations of Summit included in the Company's consolidated results from January 13, 2012, which includes revenues and net loss of $186.0 million and $27.1 million, respectively . The Company has made a preliminary allocation of the estimated purchase price of Summit to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The preliminary purchase price allocation is subject to revision, as a more detailed analysis of investment in films and intangible assets is completed and additional information on the fair value of assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets of Summit may change the amount of the purchase price allocable to goodwill, and could impact the amounts of amortization expense. Based on the preliminary valuation and other information currently available, the allocation of the estimated purchase price is as follows:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Preliminary purchase price consideration:	(Amounts in thousands)
Cash	$	361,914
Fair value of 5,837,781 of Lionsgate's shares issued	50,205
Estimated purchase price	412,119
Fair value of contingent consideration	5,900
Required repayment of Summit's existing Term Loan	507,775
Total estimated purchase consideration including debt repayment	$	925,794
Preliminary allocation of the estimated total purchase consideration:
Cash and cash equivalents	$	315,932
Restricted cash	5,126
Accounts receivable, net	161,244
Investment in films and television programs, net	634,840
Other assets acquired	7,972
Finite-lived intangible assets:
Sales agency relationships	6,200
Tradenames	6,600
Other liabilities assumed	(305,552		)
Fair value of net assets acquired	832,362
Goodwill	93,432
	$	925,794

Goodwill of $93.4 million represents the excess of the purchase price over the preliminary estimate of the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. The acquisition goodwill arises from the opportunity for synergies of the combined companies, strengthening our global distribution infrastructure and building a stronger presence in the entertainment industry allowing for enhanced positioning for motion picture projects and selling opportunities. Although the goodwill will not be amortized for financial reporting purposes, it is anticipated that substantially all of the goodwill will be deductible for federal tax purposes over the statutory period of 15 years.

The following unaudited pro forma condensed consolidated statements of operations presented below illustrate the results of operations of the Company as if the acquisition of Summit as described above and the issuance of the $45.0 million Convertible Senior Subordinated Notes issued in connection with the acquisition occurred at the beginning of the periods presented. The information below is based on the preliminary estimate of the purchase price allocation to the assets and liabilities acquired as shown above. The statements of operations information below includes the statements of operations of Summit for the years ended December 31, 2011 and 2010 combined with the Company's statements of operations for the years ended March 31, 2012 and 2011.

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended			Year Ended
	March 31, 2012			March 31, 2011
	(Amounts in thousands, except per share amounts)
Revenues	$	2,011,377		$	2,733,527
Operating income (loss)	$	(252	)	$	365,580
Net income (loss)	$	(99,441	)	$	119,625
Basic Net Income (Loss) Per Common Share	$	(0.72	)	$	0.87
Diluted Net Income (Loss) Per Common Share	$	(0.72	)	$	0.87
Weighted average number of common shares outstanding - Basic	138,064			137,014
Weighted average number of common shares outstanding - Diluted	138,064			155,798

The unaudited pro forma condensed consolidated statements of operations do not include any adjustments for any restructuring activities, operating efficiencies or cost savings.

In connection with the Summit acquisition, the Company incurred severance charges of $8.7 million, which is included in general and administrative expenses on the consolidated statement of operations for the year ended March 31, 2012 as part of management's plan to integrate and restructure the combined companies. As of March 31, 2012, $7.3 million of the severance costs remained unpaid and are reflected in accounts payable and accrued liabilities on the consolidated balance sheet.

Maple Pictures

On August 10, 2011, the Company sold its interest in Maple Pictures Corp. (“Maple Pictures”) to Alliance Films Holdings Inc. (“Alliance”), a leading Canadian producer and distributor of motion pictures, television programming and home entertainment. The sales price was approximately $35.3 million, net of a working capital adjustment.

Alliance is now responsible for all of Maple Pictures’ distribution, including Maple Pictures’ exclusive five-year output deal for Canadian distribution of the Company’s new motion picture (excluding Summit titles) and second window television product and Maple Pictures’ exclusive long-term arrangement for distribution of Canadian rights of the Company’s filmed entertainment library (i.e., distribution rights). The sales price was allocated between the fair value of the distribution rights and the fair value of Maple Pictures exclusive of the distribution rights. The fair value of the distribution rights of $17.8 million was recorded as deferred revenue and will be recognized as revenue by the Company as the revenues are earned pursuant to the distribution rights. The sales proceeds less the fair value of the distribution rights constitutes the proceeds allocated to the sale of Maple Pictures exclusive of the distribution rights. The fair value of the distribution rights was determined based on an estimate of the cash flows to be generated by Alliance pursuant to the distribution agreements, discounted at risk-adjusted discount rates of the film categories between 10% and 11%.

The sale was treated as the disposal of an asset group rather than a discontinued operation because, due to the distribution rights, the Company will have significant continuing involvement in the cash flows generated pursuant to the distribution rights.

The assets and liabilities were classified as held for sale in the consolidated balance sheet as of March 31, 2011 and were recorded at their carrying value, which is lower than their fair value less costs to sell. At March 31, 2011, the carrying values of the Maple Pictures assets sold pursuant to the agreement were as set forth in the table below:

F-39

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	March 31, 2011
	(Amounts in thousands)
Accounts receivable, net	$	29,197
Investment in films and television programs, net	13,531
Other assets	1,608
Assets held for sale (1)	$	44,336
Liabilities held for sale	$	(17,396	)

 _______________________________

(1) Excludes cash held at Maple Pictures of $3.6 million as of March 31, 2011.

Maple Pictures was included in the Company’s Motion Pictures reporting segment. A portion of Motion Pictures goodwill, amounting to $6.1 million was allocated to the asset group and included in the carrying value of the assets disposed for purposes of calculating the gain on sale. Subsequently, the Company tested for goodwill impairment using the adjusted carrying amount of the Motion Pictures reporting unit and no goodwill impairment was identified. The Company recognized a gain, net of transaction costs, on the sale of Maple Pictures of $11.0 million during the quarter ended September 30, 2011, as set forth in the table below:

	Gain on Sale of
	Maple Pictures
	August 10, 2011
	(Amounts in thousands)
Total sales price for Maple Pictures				$	35,300
Less: Sales proceeds allocated to the fair value of the distribution rights				(17,800		)
Sales proceeds allocated to Maple Pictures, exclusive of the distribution rights				17,500
Less:
Cash	$	(3,943	)
Accounts receivable, net	(16,789		)
Investment in films and television programs, net	(13,536		)
Allocated goodwill	(6,053		)
Other assets	(1,564		)
Participations payable to Lionsgate (1)	23,683
Other liabilities	13,651
Total carrying value of Maple Pictures	$	(4,551	)	(4,551		)
Currency translation adjustment				1,298
Transaction and related costs				(3,280		)
Gain on sale of Maple Pictures				$	10,967

____________________________

(1) Represents participation liabilities payable to the Company, which were assumed by Alliance and previously eliminated in the consolidated financial statements. The participations payable to Lionsgate represents amounts that Maple owed Lionsgate as of the date of sale from the distribution of Lionsgate's product in Canada pursuant to the distribution agreements. Subsequent to the sale, the amounts due from Alliance are reflected in accounts receivable on the Company's consolidated balance sheets, which will be paid pursant to the terms of the distribution arrangements.

16. Direct Operating Expenses

F-40

	Year Ended			Year Ended			Year Ended
	March 31, 2012			March 31, 2011			March 31, 2010
	(Amounts in thousands)
Amortization of films and television programs	$	603,660		529,428			511,658
Participations and residual expense	303,418			265,319			264,945
Other expenses:
Provision (benefit) for doubtful accounts	1,613			(501		)	1,398
Foreign exchange losses (gains)	(289		)	1,500			(32		)
	$	908,402		$	795,746		$	777,969

17. Income Taxes

The Company’s Canadian, UK, U.S., and Australian pretax income (loss), net of intercompany eliminations, are as follows:

	Year Ended March 31,			Year Ended March 31,			Year Ended March 31,
	2012			2011			2010
				As adjusted			As adjusted
	(Amounts in thousands)
Canada	$	6,283		$	30,573		$	15,167
United Kingdom	20,072			19,122			23,663
United States	(60,665		)	(75,889		)	(67,965		)
Australia	(113		)	69			81
	$	(34,423	)	$	(26,125	)	$	(29,054	)

The Company’s current and deferred income tax provision (benefits) are as follows:

F-41

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended March 31,			Year Ended March 31,			Year Ended March 31,
	2012			2011			2010
				As adjusted			As adjusted
TOTAL	(Amounts in thousands)
Current	$	3,439		$	3,567		$	871
Deferred	1,256			689			347
	$	4,695		$	4,256		$	1,218
CANADA
Current	$	(126	)	$	576		$	779
Deferred	(44		)	(1,280		)	—
	(170		)	(704		)	779
UNITED KINGDOM
Current	$	139		$	327		$	—
Deferred	—			—			—
	139			327			—
UNITED STATES
Current	$	3,426		$	2,650		$	29
Deferred	1,300			1,969			347
	4,726			4,619			376
AUSTRALIA
Current	$	—		$	14		$	63
Deferred	—			—			—
	—			14			63

The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are as set forth below:

	Year Ended March 31,			Year Ended March 31,			Year Ended March 31,
	2012			2011			2010
				As adjusted			As adjusted
	(Amounts in thousands)
Income taxes (tax benefits) computed at Federal statutory rate of 35%	$	(12,048	)	$	(9,144	)	$	(10,169	)
Federal alternative minimum tax	—			—			(1,567		)
Foreign and provincial operations subject to different income tax rates	(2,305		)	(256		)	(307		)
State income tax	460			427			494
Change to the accrual for tax liability	—			—			(482		)
Foreign income tax withholding	2,963			2,608			1,698
Permanent differences	7,857			25,639			6,019
Deferred tax on goodwill amortization	1,300			1,970			1,001
Other	953			(903		)	(506		)
Increase (decrease) in valuation allowance	5,515			(16,085		)	5,037
	4,695			$	4,256		$	1,218

Although the Company is incorporated under Canadian law, the majority of its global operations are currently subject to tax in the U.S. As a result, the Company believes it is more appropriate to use the U.S. Federal statutory rate in its reconciliation of the statutory rate to its reported income tax rate.

The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows:

F-42

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	March 31, 2012			March 31, 2011
				As adjusted
	(Amounts in thousands)
CANADA
Assets
Net operating losses	$	7,417		$	13,835
Property and equipment	1,883			1,905
Reserves	24			1,395
Other	6,042			6,323
Valuation allowance	(14,955		)	(21,696		)
	411			1,762
Liabilities
Investment in film and television obligations	—			(25		)
Other	(411		)	(395		)
Net Canada	—			1,342
UNITED KINGDOM
Assets
Net operating losses	$	1,313		$	3,818
Property and equipment	86			70
Interest Payable	—			846
Other	111			11
Valuation Allowance	(647		)	(3,655		)
	863			1,090
Liabilities
Investment in film and television obligations	(863		)	(1,090		)
Net United Kingdom	—			—
UNITED STATES
Assets
Net operating losses	$	67,421		$	64,454
Accounts payable	20,077			15,121
Other assets	51,270			54,010
Reserves	52,111			58,965
Valuation allowance	(133,604		)	(117,149		)
	57,275			75,401
Liabilities
Investment in film and television obligations	(9,012		)	(12,972		)
Accounts receivable	—			(444		)
Subordinated notes	(11,638		)	(16,255		)
Other	(41,605		)	(49,409		)
Net United States	(4,980		)	(3,679		)
AUSTRALIA
Assets
Net operating losses	$	—		$	—
Property and equipment	1			1
Other	1			1
Valuation allowance	(2		)	(2		)

F-43

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	—			—
Liabilities	—			—
Net Australia	—			—
TOTAL	$	(4,980	)	$	(2,337	)

Due to the uncertainty surrounding the timing of realizing the benefits of its deferred tax assets in future tax returns, the Company has recorded a valuation allowance against its deferred tax assets, net of deferred tax liabilities, with the exception of deferred tax liabilities related to tax deductible goodwill. The deferred tax liabilities associated with tax deductible goodwill cannot be considered a source of taxable income to support the realization of deferred tax assets, because these deferred tax liabilities will not reverse until some indefinite future period. The total change in the valuation allowance was $6.7 million and $16.2 million for fiscal 2012 and fiscal 2011, respectively. The Company has recorded a deferred tax liability as of March 31, 2012 and 2011 of $5.0 million and $3.7 million, respectively, for tax deductible goodwill arising from the Mandate Pictures, TV Guide Network and Summit acquisitions.

At March 31, 2012, the Company had U.S. net operating loss carryforwards of approximately $187.8 million available to reduce future federal income taxes which expire beginning in 2019 through 2029. At March 31, 2012, the Company had state net operating loss carryforwards of approximately $170.4 million available to reduce future state income taxes which expire in varying amounts beginning 2014. At March 31, 2012, the Company had Canadian loss carryforwards of $28.4 million which will expire beginning in 2014 through 2030, and $8.6 million of UK loss carryforwards available indefinitely to reduce future income taxes. The Company expects the future utilization of the Company’s U.S. NOLs to offset future taxable income will be subject to an annual limitation as a result of ownership changes that have occurred previously or that could occur in the future.

An excess tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award. The Company recognizes excess tax benefits associated with the exercise of stock options and vesting of restricted share units directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from excess tax benefits occurring from April 1, 2006 onward. At March 31, 2012, deferred tax assets do not include $31.1 million of loss carryovers from stock-based compensation.

U.S. income taxes were not provided on undistributed earnings from Australian and UK subsidiaries. Those earnings are considered to be permanently reinvested in accordance with accounting guidance.

The following table summarizes the changes to the gross unrecognized tax benefits for the years ended March 31, 2012, 2011, and 2010:

F-44

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Amounts in millions)
Gross unrecognized tax benefits at April 1, 2009	$	—
Increases in tax positions for prior years	—
Decreases in tax positions for prior years	—
Increases in tax positions for current year	0.4
Settlements	—
Lapse in statute of limitations	—
Gross unrecognized tax benefits at March 31, 2010	0.4
Increases in tax positions for prior years	—
Decreases in tax positions for prior years	(0.1		)
Increases in tax positions for current year	—
Settlements	—
Lapse in statute of limitations	—
Gross unrecognized tax benefits at March 31, 2011	0.3
Increases in tax positions for prior years	—
Decreases in tax positions for prior years	—
Increases in tax positions for current year	—
Settlements	—
Lapse in statute of limitations	—
Gross unrecognized tax benefits at March 31, 2012	$	0.3

For the years ended March 31, 2012 and 2011, interest and penalties were not significant. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. With a few exceptions, the Company is subject to income tax examination by U.S. and state tax authorities for the fiscal years ended March 31, 2008 and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses (“NOLs”) were generated and carried forward, and make adjustments up to the amount of the NOLs. The Company’s fiscal years ended March 31, 2008 and forward are subject to examination by the UK tax authorities. The Company’s fiscal years ended March 31, 2007 and forward are subject to examination by the Canadian tax authorities. The Company’s fiscal years ended March 31, 2008 and forward are subject to examination by the Australian tax authorities. Currently, audits are occurring in various state and local tax jurisdictions.

18. Government Assistance

Tax credits earned for film and television production activity for the year ended March 31, 2012 totaled $96.5 million (2011 — $57.8 million; 2010 — $51.7 million) and are recorded as a reduction of the cost of the related film and television program. Accounts receivable at March 31, 2012 includes $119.4 million with respect to tax credits receivable (2011 — $79.6 million).

The Company is subject to routine inquiries and review by regulatory authorities of its various incentive claims which have been received or are receivable. Adjustments of claims, if any, as a result of such inquiries or reviews, will be recorded at the time of such determination.

19. Segment Information

Accounting guidance requires the Company to make certain disclosures about each reportable segment. The Company’s reportable segments are determined based on the distinct nature of their operations and each segment is a strategic business unit that offers different products and services and is managed separately. The Company has two reportable business segments as of March 31, 2012: Motion Pictures and Television Production.

Motion Pictures consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired.

Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series and non-fiction programming.

F-45

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segmented information by business unit is as follows:

	Year Ended		Year Ended		Year Ended
	March 31, 2012		March 31, 2011		March 31, 2010
	(Amounts in thousands)
Segment revenues
Motion Pictures	$	1,190,289	$	1,229,493	$	1,119,355
Television Production	397,290		353,227		350,876
Media Networks	—		—		19,275
	$	1,587,579	$	1,582,720	$	1,489,506
Direct operating expenses
Motion Pictures	$	604,340	$	525,919	$	491,603
Television Production	304,062		269,827		278,943
Media Networks	—		—		7,423
	$	908,402	$	795,746	$	777,969
Distribution and marketing
Motion Pictures	$	454,955	$	511,795	$	471,606
Television Production	28,558		35,431		32,527
Media Networks	—		—		2,008
	$	483,513	$	547,226	$	506,141
Segment contribution before general and administration expenses
Motion Pictures	$	130,994	$	191,779	$	156,146
Television Production	64,670		47,969		39,406
Media Networks	—		—		9,844
	$	195,664	$	239,748	$	205,396
General and administration
Motion Pictures	$	55,473	$	48,413	$	47,251
Television Production	10,888		11,470		9,699
Media Networks	—		—		6,194
	$	66,361	$	59,883	$	63,144
Segment profit
Motion Pictures	$	75,521	$	143,366	$	108,895
Television Production	53,782		36,499		29,707
Media Networks	—		—		3,650
	$	129,303	$	179,865	$	142,252
Acquisition of investment in films and television programs
Motion Pictures	$	481,234	$	313,579	$	287,991
Television Production	209,070		173,812		176,725
Media Networks	—		—		6,371
	$	690,304	$	487,391	$	471,087

Segment contribution before general and administration expenses is defined as segment revenue less segment direct operating and distribution and marketing expenses.

F-46

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment profit is defined as segment revenue less segment direct operating, distribution and marketing, and general and administration expenses. The reconciliation of total segment profit to the Company’s income (loss) before income taxes is as follows:

	Year Ended			Year Ended			Year Ended
	March 31, 2012			March 31, 2011			March 31, 2010
				As adjusted			As adjusted
	(Amounts in thousands)
Company’s total segment profit	$	129,303		$	179,865		$	142,252
Less:
Shared services and corporate expenses (1)	(102,503		)	(111,524		)	(79,916		)
Depreciation and amortization	(4,276		)	(5,811		)	(12,455		)
Interest expense	(78,111		)	(55,180		)	(47,162		)
Interest and other income	2,752			1,742			1,547
Gain on sale of asset disposal group	10,967			—			—
Gain (loss) on extinguishment of debt	(967		)	(14,505		)	5,675
Equity interests income (loss)	8,412			(20,712		)	(38,995		)
Loss before income taxes	$	(34,423	)	$	(26,125	)	$	(29,054	)

(1) Includes share-based compensation expense of $25.0 million, $32.5 million, and $18.8 million for the years ended March 31, 2012, 2011 and 2010, respectively. During the year ended March 31, 2011 the Company incurred $21.9 million of share-based compensation expense associated with the immediate vesting of equity awards of certain executive officers triggered by the “change in control” provisions in their respective employment agreements. The year ended March 31, 2012 includes a benefit of $1.7 million associated with a shareholder activist matter, compared to charges of $22.9 million and $5.8 million for the years ended March 31, 2011 and 2010, respectively. The benefit associated with a shareholder activist matter in the year ended March 31, 2012 includes a $3.9 million benefit, recorded in the quarter ended June 30, 2011, related to a negotiated settlement with a vendor of costs incurred and recorded in the prior fiscal year, and insurance recoveries of related litigation offset by other costs. The year ended March 31, 2012 also includes severance and transaction costs related to the acquisition of Summit of $12.0 million.

The following table sets forth significant assets as broken down by segment and other unallocated assets as of March 31, 2012 and March 31, 2011:

	March 31, 2012						March 31, 2011
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in thousands)
Significant assets by segment
Accounts receivable	$	577,463	$	207,067	$	784,530	$	167,093	$	163,531	$	330,624
Investment in films and television programs, net	1,202,692		126,361		1,329,053		503,065		104,692		607,757
Goodwill	297,672		28,961		326,633		210,293		28,961		239,254
	$	2,077,827	$	362,389	$	2,440,216	$	880,451	$	297,184	$	1,177,635
Other unallocated assets (primarily cash, other assets, and equity method investments)					347,779						391,518
Total assets					$	2,787,995					$	1,569,153

F-47

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Purchases of property and equipment amounted to $1.9 million, $2.8 million and $3.7 million for the years ended March 31, 2012, 2011, and 2010, respectively, all primarily pertaining to purchases for the Company’s corporate headquarters.

Revenue by geographic location, based on the location of the customers, with no other foreign country individually comprising greater than 10% of total revenue, is as follows:

	Year Ended		Year Ended		Year Ended
	March 31, 2012		March 31, 2011		March 31, 2010
	(Amounts in thousands)
Canada	$	17,207	$	86,955	$	71,402
United States	1,270,226		1,223,454		1,171,336
Other foreign	300,146		272,311		246,768
	$	1,587,579	$	1,582,720	$	1,489,506

Assets by geographic location are as follows:

	March 31, 2012		March 31, 2011
	(Amounts in thousands)
Canada	$	17,306	$	75,005
United States	2,635,023		1,393,382
United Kingdom	133,053		96,257
Australia	2,613		4,509
	$	2,787,995	$	1,569,153

Total amount of revenue from one retail customer representing greater than 10% of consolidated revenues for the year ended March 31, 2012 was $194.8 million (2011 — $197.2 million; 2010 — $191.9 million). Accounts receivable due from this retail customer was approximately 14% of consolidated gross accounts receivable at March 31, 2012, representing a total amount of gross accounts receivable due from this customer of approximately $126.7 million.

At March 31, 2011, accounts receivable due from this retail customer was approximately 12% of consolidated gross accounts receivable, representing a total amount of gross accounts receivable due from this customer of approximately $55.2 million.

F-48

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20. Commitments and Contingencies

The following table sets forth our future annual repayment of contractual commitments as of March 31, 2012:

	Year Ended March 31,
	2013		2014		2015		2016		2017		Thereafter		Total
	(Amounts in thousands)
Contractual commitments by expected repayment date
Distribution and marketing commitments (1)	$	122,140	$	52,000	$	—	$	—	$	—	$	—	$	174,140
Minimum guarantee commitments (2)	164,392		38,161		250		250		—		—		203,053
Production loan commitments (2)	93,290		—		—		—		—		—		93,290
Cash interest payments on subordinated notes and other financing obligations	5,120		5,074		5,074		1,800		1,800		—		18,868
Cash interest payments on senior secured second priority notes	44,690		44,690		44,690		44,690		44,690		—		223,450
Operating lease commitments	11,470		10,485		8,423		3,499		—		—		33,877
Other contractual obligations	140		—		—		—		—		—		140
Employment and consulting contracts	47,854		26,446		11,258		2,622		—		—		88,180
Total future commitments under contractual obligations (3)	$	489,096	$	176,856	$	69,695	$	52,861	$	46,490	$	—	$	834,998

____________________________

(1) Distribution and marketing commitments represent contractual commitments for future expenditures associated with distribution and marketing of films which we will distribute. The payment dates of these amounts are primarily based on the anticipated release date of the film.

(2) Minimum guarantee commitments represent contractual commitments related to the purchase of film rights for pictures to be delivered in the future. Production loan commitments represent amounts committed for future film production and development to be funded through production financing and recorded as a production loan liability when incurred. Future payments under these commitments are based on anticipated delivery or release dates of the related film or contractual due dates of the commitment. The amounts include future interest payments associated with the commitment.

(3) Excludes the interest payments on the senior revolving credit facility and Term Loan as future amounts are not fixed or determinable due to fluctuating balances and interest rates.

Operating Leases. The Company has operating leases for offices and equipment. The Company incurred rental expense of $8.3 million during the year ended March 31, 2012 (2011— $8.6 million; 2010 — $9.7 million). The Company earned sublease income of $0.7 million during the year ended March 31, 2012 (2011 — $0.7 million; 2010 — $0.7 million).

Contingencies. From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business. While the resolution of these matters cannot be predicted with certainty, the Company does not believe, based on current knowledge, that the outcome of any currently pending claims or legal proceedings in which the Company is currently involved will have a material adverse effect on the Company’s financial statements.

Other Commitments. Pursuant to the September 2007 acquisition of Mandate Pictures, LLC, the the Company has an earn-out commitment if certain performance levels are achieved on certain films and derivative works. As of March 31, 2012, the total earnings and fees from identified projects in process are not projected to reach the performance levels requiring further payment. However, as additional projects are identified in the future and current projects are released in the market place, the total projected earnings and fees from these projects could increase causing additional payments to the sellers to become payable.

21. Financial Instruments

(a) Credit Risk

Concentration of credit risk with the Company’s customers is limited due to the Company’s customer base and the diversity of its sales throughout the world. The Company performs ongoing credit evaluations and maintains a provision for potential credit losses. The Company generally does not require collateral for its trade accounts receivable. Accounts receivable include amounts receivable from governmental agencies in connection with government assistance for productions as well as amounts due from customers. Amounts receivable from governmental agencies amounted to 15.2% of accounts receivable, net at March 31, 2012 (2011 — 22.0%).

F-49

(b) Forward Contracts

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies. As of March 31, 2012, we had outstanding forward foreign exchange contracts to sell British Pound Sterling £10.7 million in exchange for US$16.9 million over a period of six months at a weighted average exchange rate of one British Pound Sterling equals US$1.58. Changes in the fair value representing a net unrealized fair value loss on foreign exchange contracts that qualified as effective hedge contracts outstanding during the year ended March 31, 2012 amounted to less than $0.1 million and are included in accumulated other comprehensive loss, a separate component of shareholders’ equity. These contracts are entered into with a major financial institution as counterparty. We are exposed to credit loss in the event of nonperformance by the counterparty, which is limited to the cost of replacing the contracts, at current market rates. We do not require collateral or other security to support these contracts.

22. Supplementary Cash Flow Statement Information

(a) Interest paid during the fiscal year ended March 31, 2012 amounted to $52.1 million (2011 — $38.8 million; 2010 — $18.1 million).

(b) Income taxes paid during the fiscal year ended March 31, 2012 amounted to $3.6 million (2011 — $4.3 million; 2010 — $1.1 million).

F-50

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

23. Quarterly Financial Data (Unaudited)

Certain quarterly information is presented below. Due to the elimination of the lag in reporting EPIX's results at March 31, 2012, prior quarter amounts reported for net income (loss), and basic and diluted income (loss) per share have been adjusted as shown below (see Note 7):

	First Quarter				Second Quarter						Third Quarter						Fourth Quarter
	As Previously Reported		As Adjusted		As Previously Reported			As Adjusted			As Previously Reported			As Adjusted
	(Amounts in thousands, except per share amounts)
2012
Revenues	$	261,259	$	261,259	$	358,081		$	358,081		$	323,026		$	323,026		$	645,213
Direct operating expenses	$	139,358	$	139,358	$	206,344		$	206,344		$	201,957		$	201,957		$	360,743
Net income (loss)	$	12,248	$	10,334	$	(24,565	)	$	(25,306	)	$	(1,735	)	$	(1,400	)	$	(22,746	)
Basic income (loss) per share	$	0.09	$	0.08	$	(0.18	)	$	(0.19	)	$	(0.01	)	$	(0.01	)	$	(0.17	)
Diluted income (loss) per share	$	0.09	$	0.08	$	(0.18	)	$	(0.19	)	$	(0.01	)	$	(0.01	)	$	(0.17	)

	First Quarter (1)						Second Quarter						Third Quarter					Fourth Quarter
	As Previously Reported			As Adjusted			As Previously Reported			As Adjusted			As Previously Reported			As Adjusted		As Previously Reported		As Adjusted
	(Amounts in thousands, except per share amounts)
2011
Revenues	$	326,584		$	326,584		$	456,316		$	456,316		$	422,905		$	422,905	$	376,915	$	376,915
Direct operating expenses	$	157,581		$	157,581		$	238,208		$	238,208		$	204,691		$	204,691	$	195,266	$	195,266
Net income (loss)	$	(64,068	)	$	(65,420	)	$	(29,659	)	$	(22,841	)	$	(6,017	)	9,222		$	46,145	$	48,658
Basic income (loss) per share	$	(0.54	)	$	(0.55	)	$	(0.22	)	$	(0.17	)	$	(0.04	)	0.07		$	0.34	$	0.36
Diluted income (loss) per share	$	(0.54	)	$	(0.55	)	$	(0.22	)	$	(0.17	)	$	(0.04	)	0.07		$	0.33	$	0.34

______________________________

(1) During the first quarter of fiscal 2011, the Company incurred $21.9 million of share-based compensation expense associated with the immediate vesting of equity awards of certain executive officers triggered by the “change in control” provisions in their respective employment agreements. As a result of the accelerated $21.9 million of share-based compensation expense, the second, third and fourth quarters of fiscal 2011 do not include $3.0 million, $2.1 million and $1.9 million of stock-based compensation expense that otherwise would have been recorded, respectively.

24. Consolidating Financial Information — Convertible Senior Subordinated Notes

The October 2004 2.9375% Notes, the February 2005 3.625% Notes, the April 2009 3.625% Notes, and the January 2012 4.00% by their terms, are fully and unconditionally guaranteed by the Company.

The following tables present condensed consolidating financial information as of March 31, 2012 and March 31, 2011, and for the years ended March 31, 2012, 2011 and 2010 for (1) the Company, on a stand-alone basis, (2) LGEI, on a stand-alone basis, (3) the non-guarantor subsidiaries of the Company (including the subsidiaries of LGEI), on a combined basis (collectively, the “Non-guarantor Subsidiaries”) and (4) the Company, on a consolidated basis.

F-51

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	As of
	March 31, 2012
	Lions Gate Entertainment Corp.		Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
BALANCE SHEET
Assets
Cash and cash equivalents	$	561	$	477		$	63,260		$	—		$	64,298
Restricted cash	—		7,169			4,767			—			11,936
Accounts receivable, net	498		11,046			772,986			—			784,530
Investment in films and television programs, net	2		6,391			1,325,337			(2,677		)	1,329,053
Property and equipment, net	—		7,236			2,536			—			9,772
Equity method investments	—		11,598			160,481			(817		)	171,262
Goodwill	10,173		—			316,460			—			326,633
Other assets	49,198		48,923			41,390			(49,000		)	90,511
Subsidiary investments and advances	30,136		98,990			(311,142		)	182,016			—
	$	90,568	$	191,830		$	2,376,075		$	129,522		$	2,787,995
Liabilities and Shareholders’ Equity (Deficiency)
Senior revolving credit facility	$	—	$	99,750		$	—		$	—		$	99,750
Senior secured second-priority notes	—		431,510			—			—			431,510
Term loan	—					477,514			—			477,514
Accounts payable and accrued liabilities	520		88,065			282,438			69			371,092
Participations and residuals	189		3,411			416,227			498			420,325
Film obligations and production loans	74		—			561,076			—			561,150
Convertible senior subordinated notes and other financing obligations	—		104,498			52,778			(49,000		)	108,276
Deferred revenue	—		17,798			210,795			—			228,593
Shareholders’ equity (deficiency)	89,785		(553,202		)	375,247			177,955			89,785
	$	90,568	$	191,830		$	2,376,075		$	129,522		$	2,787,995

F-52

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2012
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
				(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	27,836		$	1,584,132		$	(24,389	)	$	1,587,579
EXPENSES:
Direct operating	448			(317		)	912,953			(4,682		)	908,402
Distribution and marketing	(1		)	(49		)	483,665			(102		)	483,513
General and administration	5,965			87,061			76,143			(305		)	168,864
Gain on sale of asset disposal group	(10,967		)	—			—			—			(10,967		)
Depreciation and amortization	—			2,784			1,492			—			4,276
Total expenses	(4,555		)	89,479			1,474,253			(5,089		)	1,554,088
OPERATING INCOME (LOSS)	4,555			(61,643		)	109,879			(19,300		)	33,491
Other expenses (income):
Interest expense	—			64,020			14,977			(886		)	78,111
Interest and other income	(77		)	(2,827		)	(734		)	886			(2,752		)
Loss on extinguishment of debt	—			967			—			—			967
Total other expenses (income)	(77		)	62,160			14,243			—			76,326
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	4,632			(123,803		)	95,636			(19,300		)	(42,835		)
Equity interests income (loss)	(43,827		)	79,880			15,946			(43,587		)	8,412
INCOME (LOSS) BEFORE INCOME TAXES	(39,195		)	(43,923		)	111,582			(62,887		)	(34,423		)
Income tax provision (benefit)	(77		)	1,648			3,124			—			4,695
NET INCOME (LOSS)	$	(39,118	)	$	(45,571	)	$	108,458		$	(62,887	)	$	(39,118	)

F-53

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2012
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments		Lions Gate Consolidated
							Restated (Note 2)					Restated (Note 2)
	(Amounts in thousands)
STATEMENT OF CASH FLOWS
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	69,612		$	(220,619	)	$	(63,106	)	$	—	$	(214,113	)
INVESTING ACTIVITIES:
Purchase of Summit, net of unrestricted cash acquired of $315,932 (see Note 15)	—			—			(553,732		)	—		(553,732		)
Proceeds from the sale of asset disposal group, net of transaction costs and cash disposed of $3,943 (see Note 15)	9,119			—			—			—		9,119
Investment in equity method investees	(1,030		)	—			—			—		(1,030		)
Increase in loans receivable	—			(4,671		)	—			—		(4,671		)
Purchases of property and equipment	—			(1,728		)	(157		)	—		(1,885		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	8,089			(6,399		)	(553,889		)	—		(552,199		)
FINANCING ACTIVITIES:
Exercise of stock options	3,520			—			—			—		3,520
Tax withholding requirements on equity awards	(4,320		)	—			—			—		(4,320		)
Repurchase of common shares	(77,088		)	—			—			—		(77,088		)
Borrowings under senior revolving credit facility	—			390,650			—			—		390,650
Repayments of borrowings under senior revolving credit facility	—			(360,650		)	—			—		(360,650		)
Borrowings under individual production loans	—			—			327,531			—		327,531
Repayment of individual production loans	—			—			(207,912		)	—		(207,912		)
Production loan borrowings under film credit facility	—			—			54,325			—		54,325
Production loan repayments under film credit facility	—			—			(30,813		)	—		(30,813		)
Change in restricted cash collateral associated with financing activities	—			—			—			—		—
Proceeds from Term Loan associated with the acquisition of Summit, net of debt discount of $7,500 and deferred financing costs of $16,350	—			—			476,150			—		476,150
Repayments of borrowings under Term Loan associated with the acquisition of Summit	—			—			(15,066		)	—		(15,066		)
Proceeds from sale of senior secured second-priority notes, net of deferred financing costs	—			201,955			—			—		201,955
Repurchase of senior secured second-priority notes	—			(9,852		)	—			—		(9,852		)
Proceeds from the issuance of convertible senior subordinated notes	—			45,000			—			—		45,000
Repurchase of convertible senior subordinated notes	—			(46,059		)	—			—		(46,059		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(77,888		)	221,044			604,215			—		747,371
NET CHANGE IN CASH AND CASH EQUIVALENTS	(187		)	(5,974		)	(12,780		)	—		(18,941		)
FOREIGN EXCHANGE EFFECTS ON CASH	(47		)	—			(3,133		)	—		(3,180		)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	795			6,451			79,173			—		86,419

F-54

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CASH AND CASH EQUIVALENTS — END OF PERIOD $ 561 $ 477 $ 63,260 $ — $ 64,298

	As of
	March 31, 2011
	Lions Gate Entertainment Corp.		Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
BALANCE SHEET
Assets
Cash and cash equivalents	$	795	$	6,451		$	79,173		$	—		$	86,419
Restricted cash	13,992		29,466			—			—			43,458
Accounts receivable, net	494		4,237			325,893			—			330,624
Investment in films and television programs, net	12		6,391			603,264			(1,910		)	607,757
Property and equipment, net	—		8,292			797			—			9,089
Equity method investments	1,123		17,052			143,719			—			161,894
Goodwill	10,173		—			229,081			—			239,254
Other assets	458		34,214			11,650			—			46,322
Assets held for sale	—		—			44,336			—			44,336
Subsidiary investments and advances	113,989		(171,895		)	(229,913		)	287,819			—
	$	141,036	$	(65,792	)	$	1,208,000		$	285,909		$	1,569,153
Liabilities and Shareholders’ Equity (Deficiency)
Senior revolving credit facility	$	—	$	69,750		$	—		$	—		$	69,750
Senior secured second-priority notes	—		226,331			—			—			226,331
Accounts payable and accrued liabilities	1,910		52,035			177,031			13			230,989
Participations and residuals	195		11,093			286,290			(96		)	297,482
Film obligations and production loans	76		—			326,364			—			326,440
Convertible senior subordinated notes and other financing obligations	—		107,255			3,718			—			110,973
Deferred revenue	—		134			150,803			—			150,937
Liabilities held for sale	—		—			17,396			—			17,396
Shareholders’ equity (deficiency)	138,855		(532,390		)	246,398			285,992			138,855
	$	141,036	$	(65,792	)	$	1,208,000		$	285,909		$	1,569,153

F-55

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2011
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	25,399		$	1,595,659		$	(38,338	)	$	1,582,720
EXPENSES:
Direct operating	—			1,534			830,743			(36,531		)	795,746
Distribution and marketing	—			522			546,747			(43		)	547,226
General and administration	3,098			108,160			60,498			(349		)	171,407
Depreciation and amortization	—			3,694			2,117			—			5,811
Total expenses	3,098			113,910			1,440,105			(36,923		)	1,520,190
OPERATING INCOME (LOSS)	(3,098		)	(88,511		)	155,554			(1,415		)	62,530
Other expenses (income):
Interest expense	—			51,132			4,819			(771		)	55,180
Interest and other income	(172		)	(1,731		)	(610		)	771			(1,742		)
Loss on extinguishment of debt	—			14,505			—			—			14,505
Total other expenses (income)	(172		)	63,906			4,209			—			67,943
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	(2,926		)	(152,417		)	151,345			(1,415		)	(5,413		)
Equity interests income (loss)	(27,455		)	70,576			(17,303		)	(46,530		)	(20,712		)
INCOME (LOSS) BEFORE INCOME TAXES	(30,381		)	(81,841		)	134,042			(47,945		)	(26,125		)
Income tax provision	—			3,032			1,224			—			4,256
NET INCOME (LOSS)	$	(30,381	)	$	(84,873	)	$	132,818		$	(47,945	)	$	(30,381	)

F-56

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2011
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments		Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF CASH FLOWS
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	15,420		$	(54,654	)	$	81,561		$	—	$	42,327
INVESTING ACTIVITIES:
Purchases of restricted investments	—			(13,993		)	—			—		(13,993		)
Proceeds from the sale of restricted investments	—			20,989			—			—		20,989
Buy-out of the earn-out associated with the acquisition of Debmar-Mercury, LLC	—			—			(15,000		)	—		(15,000		)
Investment in equity method investees	(2,000		)	—			(22,677		)	—		(24,677		)
Increase in loans receivable	—			(1,042		)	—			—		(1,042		)
Repayment of loans receivable	—			—			8,113			—		8,113
Purchases of property and equipment	—			(658		)	(2,098		)	—		(2,756		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	(2,000		)	5,296			(31,662		)	—		(28,366		)
FINANCING ACTIVITIES:
Tax withholding requirements on equity awards	(13,476		)	—			—			—		(13,476		)
Borrowings under senior revolving credit facility	—			525,250			—			—		525,250
Repayments of borrowings under senior revolving credit facility	—			(472,500		)	—			—		(472,500		)
Borrowings under individual production loans	—			—			118,589			—		118,589
Repayment of individual production loans	—			—			(147,102		)	—		(147,102		)
Production loan borrowings under film credit facility	—			—			19,456			—		19,456
Production loan repayments under film credit facility	—			—			(34,762		)	—		(34,762		)
Change in restricted cash collateral associated with financing activities	—			—			3,087			—		3,087
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(13,476		)	52,750			(40,732		)	—		(1,458		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(56		)	3,392			9,167			—		12,503
FOREIGN EXCHANGE EFFECTS ON CASH	37			—			4,637			—		4,674
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	814			3,059			65,369			—		69,242
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	795		$	6,451		$	79,173		$	—	$	86,419

F-57

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2010
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	32,219		$	1,490,667		$	(33,380	)	$	1,489,506
EXPENSES:
Direct operating	—			458			806,301			(28,790		)	777,969
Distribution and marketing	—			7,475			498,708			(42		)	506,141
General and administration	7,070			72,705			63,543			(258		)	143,060
Depreciation and amortization	—			4,832			7,623			—			12,455
Total expenses	7,070			85,470			1,376,175			(29,090		)	1,439,625
OPERATING INCOME (LOSS)	(7,070		)	(53,251		)	114,492			(4,290		)	49,881
Other expenses (income):
Interest expense	—			45,165			2,808			(811		)	47,162
Interest and other income	(130		)	(12,050		)	(677		)	11,310			(1,547		)
Gain on extinguishment of debt	—			(5,675		)	—			—			(5,675		)
Total other expenses (income)	(130		)	27,440			2,131			10,499			39,940
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	(6,940		)	(80,691		)	112,361			(14,789		)	9,941
Equity interests income (loss)	(23,307		)	49,090			(57,211		)	(7,567		)	(38,995		)
INCOME (LOSS) BEFORE INCOME TAXES	(30,247		)	(31,601		)	55,150			(22,356		)	(29,054		)
Income tax provision	25			225			968			—			1,218
NET INCOME (LOSS)	$	(30,272	)	$	(31,826	)	$	54,182		$	(22,356	)	$	(30,272	)

F-58

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2010
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments		Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF CASH FLOWS
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(12,543	)	$	14,072		$	(136,489	)	$	—	$	(134,960	)
INVESTING ACTIVITIES:
Purchases of restricted investments	—			(13,994		)	—			—		(13,994		)
Proceeds from the sale of restricted investments	—			13,985			—			—		13,985
Investment in equity method investees	—			—			(47,129		)	—		(47,129		)
Increase in loan receivables	—			(362		)	(1,056		)	—		(1,418		)
Repayment of loans receivable	—			—			8,333			—		8,333
Purchases of property and equipment	—			(1,146		)	(2,538		)	—		(3,684		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(1,517		)	(42,390		)	—		(43,907		)
FINANCING ACTIVITIES:
Tax withholding requirements on equity awards	(2,030		)	—			—			—		(2,030		)
Proceeds from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of 49% interest in TV Guide Network	—			—			109,776			—		109,776
Borrowings under senior revolving credit facility	—			302,000			—			—		302,000
Repayments of borrowings under senior revolving credit facility	—			(540,000		)	—			—		(540,000		)
Borrowings under individual production loans	—			—			144,741			—		144,741
Repayment of individual production loans	—			—			(136,261		)	—		(136,261		)
Production loan borrowings under Pennsylvania Regional Center credit facility	—			—			63,133			—		63,133
Production loan borrowings under film credit facility, net of deferred financing costs	—			—			30,469			—		30,469
Production loan repayments under film credit facility	—			—			(2,718		)	—		(2,718		)
Proceeds from sale of senior secured second-priority notes, net of deferred financing costs	—			214,727			—			—		214,727
Repurchase of convertible senior subordinated notes	—			(75,185		)	—			—		(75,185		)
Repayment of other financing obligations	—			—			(134		)	—		(134		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(2,030		)	(98,458		)	209,006			—		108,518
NET CHANGE IN CASH AND CASH EQUIVALENTS	(14,573		)	(85,903		)	30,127			—		(70,349		)
FOREIGN EXCHANGE EFFECTS ON CASH	2,134			—			(1,018		)	—		1,116
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	13,253			88,962			36,260			—		138,475
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	814		$	3,059		$	65,369		$	—	$	69,242

F-59

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

25. Consolidating Financial Information — Senior Secured Second-Priority Notes

In October 2009, the Company issued $236.0 million aggregate principal amount of the Senior Notes, and in May 2011, the Company issued an additional $200.0 million aggregate principal amount of the Senior Notes, in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act through LGEI.

The Company has agreed to make available to the trustee and the holders of the Senior Notes the following tables which present condensed consolidating financial information as of March 31, 2012 and March 31, 2011, and for the years ended March 31, 2012, 2011 and 2010 for (1) the Company, on a stand-alone basis, (2) LGEI, on a stand-alone basis, (3) the guarantor subsidiaries of the Company (including the subsidiaries of LGEI), on a combined basis (4) the non-guarantor subsidiaries of the Company (including the subsidiaries of LGEI), on a combined basis and (5) the Company, on a consolidated basis.

	As of
	March 31, 2012
	Lions Gate Entertainment Corp.		Lions Gate Entertainment Inc.
						Other Subsidiaries						Consolidating Adjustments			Lions Gate Consolidated
						Guarantors			Non-guarantors
	(Amounts in thousands)
BALANCE SHEET
Assets
Cash and cash equivalents	$	561	$	477		$	1,525		$	61,735		$	—		$	64,298
Restricted cash	—		7,169			—			4,767			—			11,936
Accounts receivable, net	498		11,046			482,003			290,983			—			784,530
Investment in films and television programs, net	2		6,391			710,459			612,548			(347		)	1,329,053
Property and equipment, net	—		7,236			121			2,415			—			9,772
Equity method investments	—		11,598			52,889			108,255			(1,480		)	171,262
Goodwill	10,173		—			192,830			123,630			—			326,633
Other assets	49,198		48,923			6,414			34,976			(49,000		)	90,511
Subsidiary investments and advances	30,136		98,990			(7,532		)	(310,562		)	188,968			—
	$	90,568	$	191,830		$	1,438,709		$	928,747		$	138,141		$	2,787,995
Liabilities and Shareholders’ Equity (Deficiency)
Senior revolving credit facility	$	—	$	99,750		$	—		$	—		$	—		$	99,750
Senior secured second-priority notes	—		431,510			—			—			—			431,510
Term loan	—		—			—			477,514			—			477,514
Accounts payable and accrued liabilities	520		88,065			202,535			79,903			69			371,092
Participations and residuals	189		3,411			272,780			144,037			(92		)	420,325
Film obligations and production loans	74		—			481,359			79,717			—			561,150
Convertible senior subordinated notes and other financing obligations	—		104,498			3,718			49,060			(49,000		)	108,276
Deferred revenue	—		17,798			166,292			44,503			—			228,593
Shareholders’ equity (deficiency)	89,785		(553,202		)	312,025			54,013			187,164			89,785
	$	90,568	$	191,830		$	1,438,709		$	928,747		$	138,141		$	2,787,995

F-60

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2012
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.
							Other Subsidiaries						Consolidating Adjustments			Lions Gate Consolidated
							Guarantors			Non-guarantors
	(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	27,836		$	1,308,092		$	326,980		$	(75,329	)	$	1,587,579
EXPENSES:
Direct operating	448			(317		)	748,030			218,781			(58,540		)	908,402
Distribution and marketing	(1		)	(49		)	399,484			84,181			(102		)	483,513
General and administration	5,965			87,061			54,131			22,012			(305		)	168,864
Gain on sale of asset disposal group	(10,967		)	—			—			—			—			(10,967		)
Depreciation and amortization	—			2,784			225			1,267			—			4,276
Total expenses	(4,555		)	89,479			1,201,870			326,241			(58,947		)	1,554,088
OPERATING INCOME (LOSS)	4,555			(61,643		)	106,222			739			(16,382		)	33,491
Other expenses (income):
Interest expense	—			64,020			5,925			9,052			(886		)	78,111
Interest and other income	(77		)	(2,827		)	(449		)	(285		)	886			(2,752		)
Loss on extinguishment of debt	—			967			—			—			—			967
Total other expenses (income)	(77		)	62,160			5,476			8,767			—			76,326
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	4,632			(123,803		)	100,746			(8,028		)	(16,382		)	(42,835		)
Equity interests income (loss)	(43,827		)	79,880			24,177			(9,259		)	(42,559		)	8,412
INCOME (LOSS) BEFORE INCOME TAXES	(39,195		)	(43,923		)	124,923			(17,287		)	(58,941		)	(34,423		)
Income tax provision (benefit)	(77		)	1,648			1,442			1,682			—			4,695
NET INCOME (LOSS)	$	(39,118	)	$	(45,571	)	$	123,481		$	(18,969	)	$	(58,941	)	$	(39,118	)

F-61

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2012
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.
							Other Subsidiaries						Consolidating Adjustments		Lions Gate Consolidated
							Guarantors			Non-guarantors
							Restated (Note 2)			Restated (Note 2)					Restated (Note 2)
	(Amounts in thousands)
STATEMENT OF CASH FLOWS
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	69,612		$	(220,619	)	$	(118,139	)	$	55,033		$	—	$	(214,113	)
INVESTING ACTIVITIES:
Purchase of Summit, net of unrestricted cash acquired of $315,932 (see Note 15)	—			—			(18,414		)	(535,318		)	—		(553,732		)
Proceeds from the sale of asset disposal group, net of transaction costs and cash disposed of $3,943 (see Note 15)	9,119			—			—			—			—		9,119
Investment in equity method investees	(1,030		)	—			—			—			—		(1,030		)
Increase in loans receivable	—			(4,671		)	—			—			—		(4,671		)
Purchases of property and equipment	—			(1,728		)	(157		)	—			—		(1,885		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	8,089			(6,399		)	(18,571		)	(535,318		)	—		(552,199		)
FINANCING ACTIVITIES:
Exercise of stock options	3,520			—			—						—		3,520
Tax withholding requirements on equity awards	(4,320		)	—			—			—			—		(4,320		)
Repurchase of common shares	(77,088		)												(77,088		)
Borrowings under senior revolving credit facility	—			390,650			—			—			—		390,650
Repayments of borrowings under senior revolving credit facility	—			(360,650		)	—			—			—		(360,650		)
Borrowings under individual production loans	—			—			320,864			6,667			—		327,531
Repayment of individual production loans	—			—			(205,251		)	(2,661		)	—		(207,912		)
Production loan borrowings under film credit facility	—			—			54,325			—			—		54,325
Production loan repayments under film credit facility	—			—			(30,813		)	—			—		(30,813		)
Change in restricted cash collateral associated with financing activities	—			—			—			—			—		—
Proceeds from Term Loan, associated with the acquisition of Summit, net of debt discount of $7,500 and deferred financing costs of $16,350	—			—						476,150			—		476,150
Repayments of borrowings under Term Loan associated with the acquisition of Summit	—			—			(1,586		)	(13,480		)	—		(15,066		)
Proceeds from sale of senior secured second-priority notes, net of deferred financing costs	—			201,955			—			—			—		201,955
Repurchase of senior secured second-priority notes	—			(9,852		)	—			—			—		(9,852		)
Proceeds from the issuance of convertible senior subordinated notes	—			45,000			—			—			—		45,000
Repurchase of convertible senior subordinated notes	—			(46,059		)	—			—			—		(46,059		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(77,888		)	221,044			137,539			466,676			—		747,371
NET CHANGE IN CASH AND CASH EQUIVALENTS	(187		)	(5,974		)	829			(13,609		)	—		(18,941		)
FOREIGN EXCHANGE EFFECTS ON CASH	(47		)	—			—			(3,133		)	—		(3,180		)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	795			6,451			696			78,477			—		86,419

F-62

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CASH AND CASH EQUIVALENTS — END OF PERIOD $ 561 $ 477 $ 1,525 $ 61,735 $ — $ 64,298

	As of
	March 31, 2011
	Lions Gate Entertainment Corp.		Lions Gate Entertainment Inc.
						Other Subsidiaries						Consolidating Adjustments			Lions Gate Consolidated
						Guarantors			Non-guarantors
	(Amounts in thousands)
BALANCE SHEET
Assets
Cash and cash equivalents	$	795	$	6,451		$	696		$	78,477		$	—		$	86,419
Restricted cash	13,992		29,466			—			—			—			43,458
Accounts receivable, net	494		4,237			292,860			33,033			—			330,624
Investment in films and television programs, net	12		6,391			513,505			89,137			(1,288		)	607,757
Property and equipment, net	—		8,292			189			608			—			9,089
Equity method investments	1,123		17,052			28,714			117,514			(2,509		)	161,894
Goodwill	10,173		—			198,883			30,198			—			239,254
Other assets	458		34,214			10,658			992			—			46,322
Assets held for sale	—		—			—			44,336			—			44,336
Subsidiary investments and advances	113,989		(171,895		)	(28,053		)	(199,205		)	285,164			—
	$	141,036	$	(65,792	)	$	1,017,452		$	195,090		$	281,367		$	1,569,153
Liabilities and Shareholders’ Equity (Deficiency)
Senior revolving credit facility	$	—	$	69,750		$	—		$	—		$	—		$	69,750
Senior secured second-priority notes	—		226,331			—			—			—			226,331
Accounts payable and accrued liabilities	1,910		52,035			141,715			35,288			41			230,989
Participations and residuals	195		11,093			264,320			21,973			(99		)	297,482
Film obligations and production loans	76		—			308,744			17,620			—			326,440
Convertible senior subordinated notes and other financing obligations	—		107,255			3,718			—			—			110,973
Deferred revenue	—		134			123,696			27,107			—			150,937
Liabilities held for sale	—		—			—			17,396			—			17,396
Shareholders’ equity (deficiency)	138,855		(532,390		)	175,259			75,706			281,425			138,855
	$	141,036	$	(65,792	)	$	1,017,452		$	195,090		$	281,367		$	1,569,153

F-63

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2011
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.
							Other Subsidiaries						Consolidating Adjustments			Lions Gate Consolidated
							Guarantors			Non-guarantors
							(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	25,399		$	1,427,122		$	190,214		$	(60,015	)	$	1,582,720
EXPENSES:
Direct operating	—			1,534			769,468			84,020			(59,276		)	795,746
Distribution and marketing	—			522			462,254			84,493			(43		)	547,226
General and administration	3,098			108,160			45,532			14,963			(346		)	171,407
Depreciation and amortization	—			3,694			1,373			744			—			5,811
Total expenses	3,098			113,910			1,278,627			184,220			(59,665		)	1,520,190
OPERATING INCOME (LOSS)	(3,098		)	(88,511		)	148,495			5,994			(350		)	62,530
Other expenses (income):
Interest expense	—			51,132			3,968			851			(771		)	55,180
Interest and other income	(172		)	(1,731		)	(444		)	(166		)	771			(1,742		)
Loss on extinguishment of debt	—			14,505			—			—			—			14,505
Total other expenses (income)	(172		)	63,906			3,524			685			—			67,943
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	(2,926		)	(152,417		)	144,971			5,309			(350		)	(5,413		)
Equity interests income (loss)	(27,455		)	70,576			(14,367		)	(427		)	(49,039		)	(20,712		)
INCOME (LOSS) BEFORE INCOME TAXES	(30,381		)	(81,841		)	130,604			4,882			(49,389		)	(26,125		)
Income tax provision (benefit)	—			3,032			1,530			(306		)	—			4,256
NET INCOME (LOSS)	$	(30,381	)	$	(84,873	)	$	129,074		$	5,188		$	(49,389	)	$	(30,381	)

F-64

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Years Ended
	March 31, 2011
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.
							Other Subsidiaries						Consolidating Adjustments		Lions Gate Consolidated
							Guarantors			Non-guarantors
							(Amounts in thousands)
STATEMENT OF CASH FLOWS
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	15,420		$	(54,654	)	$	69,717		$	11,844		$	—	$	42,327
INVESTING ACTIVITIES:
Purchases of restricted investments	—			(13,993		)	—			—			—		(13,993		)
Proceeds from the sale of restricted investments	—			20,989			—			—			—		20,989
Buy-out of the earn-out associated with the acquisition of Debmar-Mercury, LLC	—			—			(15,000		)	—			—		(15,000		)
Investment in equity method investees	(2,000		)	—			(22,677		)	—			—		(24,677		)
Increase in loans receivable	—			(1,042		)	—			—			—		(1,042		)
Repayment of loans receivable	—			—			8,113			—			—		8,113
Purchases of property and equipment	—			(658		)	(504		)	(1,594		)	—		(2,756		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	(2,000		)	5,296			(30,068		)	(1,594		)	—		(28,366		)
FINANCING ACTIVITIES:
Tax withholding requirements on equity awards	(13,476		)	—			—			—			—		(13,476		)
Borrowings under senior revolving credit facility	—			525,250			—			—			—		525,250
Repayments of borrowings under senior revolving credit facility	—			(472,500		)	—			—			—		(472,500		)
Borrowings under individual production loans	—			—			105,194			13,395			—		118,589
Repayment of individual production loans	—			—			(140,080		)	(7,022		)	—		(147,102		)
Production loan borrowings under film credit facility	—			—			19,456			—			—		19,456
Production loan repayments under film credit facility	—			—			(34,762		)	—			—		(34,762		)
Change in restricted cash collateral associated with financing activities	—			—			3,087			—			—		3,087
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(13,476		)	52,750			(47,105		)	6,373			—		(1,458		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(56		)	3,392			(7,456		)	16,623			—		12,503
FOREIGN EXCHANGE EFFECTS ON CASH	37			—			—			4,637			—		4,674
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	814			3,059			8,152			57,217			—		69,242
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	795		$	6,451		$	696		$	78,477		$	—	$	86,419

F-65

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2010
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.
							Other Subsidiaries						Consolidating Adjustments			Lions Gate Consolidated
							Guarantors			Non-guarantors
							(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	32,219		$	1,238,659		$	259,654		$	(41,026	)	$	1,489,506
EXPENSES:
Direct operating	—			458			664,323			156,297			(43,109		)	777,969
Distribution and marketing	—			7,475			433,878			64,830			(42		)	506,141
General and administration	7,070			72,705			42,347			21,212			(274		)	143,060
Depreciation and amortization	—			4,832			3,645			3,978			—			12,455
Total expenses	7,070			85,470			1,144,193			246,317			(43,425		)	1,439,625
OPERATING INCOME (LOSS)	(7,070		)	(53,251		)	94,466			13,337			2,399			49,881
Other expenses (income):
Interest expense	—			45,165			1,662			1,146			(811		)	47,162
Interest and other income	(130		)	(12,050		)	(605		)	(72		)	11,310			(1,547		)
Gain on extinguishment of debt	—			(5,675		)	—			—			—			(5,675		)
Total other expenses (income)	(130		)	27,440			1,057			1,074			10,499			39,940
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	(6,940		)	(80,691		)	93,409			12,263			(8,100		)	9,941
Equity interests income (loss)	(23,307		)	49,090			(37,949		)	(10,594		)	(16,235		)	(38,995		)
INCOME (LOSS) BEFORE INCOME TAXES	(30,247		)	(31,601		)	55,460			1,669			(24,335		)	(29,054		)
Income tax provision (benefit)	25			225			(751		)	1,719			—			1,218
NET INCOME (LOSS)	(30,272		)	(31,826		)	56,211			(50		)	(24,335		)	(30,272		)

F-66

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended
	March 31, 2010
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.
							Other Subsidiaries						Consolidating Adjustments		Lions Gate Consolidated
							Guarantors			Non-guarantors
							(Amounts in thousands)
STATEMENT OF CASH FLOWS
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(12,543	)	$	14,072		$	(94,998	)	$	(41,491	)	$	—	$	(134,960	)
INVESTING ACTIVITIES:
Purchases of restricted investments	—			(13,994		)	—			—			—		(13,994		)
Proceeds from the sale of restricted investments	—			13,985			—			—			—		13,985
Investment in equity method investees	—			—			(47,129		)	—			—		(47,129		)
Increase in loan receivables	—			(362		)	—			(1,056		)	—		(1,418		)
Repayment of loans receivable	—			—			8,333			—			—		8,333
Purchases of property and equipment	—			(1,146		)	(605		)	(1,933		)	—		(3,684		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(1,517		)	(39,401		)	(2,989		)	—		(43,907		)
FINANCING ACTIVITIES:
Tax withholding requirements on equity awards	(2,030		)	—			—			—			—		(2,030		)
Proceeds from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of 49% interest in TV Guide Network	—			—			—			109,776			—		109,776
Borrowings under senior revolving credit facility	—			302,000			—			—			—		302,000
Repayments of borrowings under senior revolving credit facility	—			(540,000		)	—			—			—		(540,000		)
Borrowings under individual production loans	—			—			128,590			16,151			—		144,741
Repayment of individual production loans	—			—			(87,347		)	(48,914		)	—		(136,261		)
Production loan borrowings under Pennsylvania Regional Center credit facility	—			—			63,133			—			—		63,133
Production loan borrowings under film credit facility, net of deferred financing costs	—			—			30,469			—			—		30,469
Production loan repayments under film credit facility	—			—			(2,718		)	—			—		(2,718		)
Proceeds from sale of senior secured second-priority notes, net of deferred financing costs	—			214,727			—			—			—		214,727
Repurchase of convertible senior subordinated notes	—			(75,185		)	—			—			—		(75,185		)
Repayment of other financing obligations	—			—			—			(134		)	—		(134		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(2,030		)	(98,458		)	132,127			76,879			—		108,518
NET CHANGE IN CASH AND CASH EQUIVALENTS	(14,573		)	(85,903		)	(2,272		)	32,399			—		(70,349		)
FOREIGN EXCHANGE EFFECTS ON CASH	2,134			—			—			(1,018		)	—		1,116
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	13,253			88,962			10,424			25,836			—		138,475
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	814		$	3,059		$	8,152		$	57,217		$	—	$	69,242

F-67

LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

26. Related Party Transactions

Sobini Films

In November 2011, the Company entered into a distribution agreement with Sobini Films pursuant to which the Company acquired certain North American distribution rights to the film Sexy Evil Genius. Scott Paterson, a director of the Company, is an investor in Sexy Evil Genius. During the year ended March 31, 2012, the Company did not make any payments to Sobini Films under this agreement.

Thunderbird Films

In March 2012, the Company announced that it had entered into a partnership with Thunderbird Films, a television production, distribution and financing company, to produce programming for broadcast and cable networks. Frank Giustra, a director and former founder of the Company, owns an interest in Thunderbird Films. The venture, Sea To Sky Entertainment (“Sea to Sky”), will generate a broad range of scripted programming for mainstream commercial audiences in the U.S. and Canada. Sea To Sky, which will be jointly managed, will share production and distribution costs for series picked up by television networks, allowing co-funding of network television programming while mitigating risk. During the year ended March 31, 2012, the Company did not make any payments to Thunderbird Films under this arrangement.

Icon International

In April 2012, the Company entered into a three year vendor subscription agreement (the “Vendor Agreement”) with Icon International, Inc. (“Icon”), a company which directly reports to Omnicom Group, Inc. Daryl Simm, a director of the Company, is the Chairman and Chief Executive Officer of Omnicom Media Group, a division of Omnicom Group, Inc. Under the Vendor Agreement, the Company agreed to purchase media advertising of approximately $7.6 million per year through Icon, and Icon agreed to reimburse the Company for certain operating expenses of approximately $1.3 million per year. The actual amount of media advertising to be purchased is determined using a formula based upon values assigned to various types of advertising, as set forth in the Vendor Agreement. For accounting purposes, the operating expenses incurred by the Company will continue to be expensed in full and the reimbursements from Icon of such expenses will be treated as a discount on media advertising and will be reflected as a reduction of advertising expense as the media advertising costs are incurred by the Company. The Vendor Agreement may be terminated by the Company effective as of any Vendor Agreement year end with six months' notice.

During the year ended March 31, 2012, under a previous vendor agreement with Icon (which expired in the fourth quarter of fiscal 2012), Icon paid the Company $1.0 million (2011 — $1.3 million, 2010 — $1.2 million). During the year ended March 31, 2012, the Company incurred $8.6 million in media advertising expenses with Icon under the previous vendor Agreement (2011 — $7.8 million, 2010 — $7.2 million).

Other Transactions with Equity Method Investees

FEARnet. During the year ended March 31, 2012, the Company recognized $1.9 million in revenue pursuant to the five-year license agreement with FEARnet (2011 — $3.2 million, 2010— $2.2 million), and held accounts receivable due from FEARnet pursuant to the agreement of $0.5 million (2011 — $0.3 million).

Roadside. During the year ended March 31, 2012, the Company recognized $6.4 million in revenue from Roadside in connection with the release of certain theatrical titles (2011 — nil, 2010 — nil), and held accounts receivable due from Roadside of $4.1 million (2011 — nil). During the year ended March 31, 2012, the Company recognized $12.1 million in distribution and marketing expenses paid to Roadside in connection with the release of certain theatrical titles (2011 — $0.5 million, 2010 — less than $0.1 million). During the year ended March 31, 2012, the Company made $5.7 million in participation payments to Roadside in connection with the distribution of certain theatrical titles (2011 — $10.4 million, 2010 — $3.1 million).

Break Media. During the year ended March 31, 2012, the Company recognized $1.9 million in interest income associated with a $15.7 million note receivable from Break Media, see Note 8 (2011 — $1.6 million, 2010 — $0.6 million).

EPIX. During the year ended March 31, 2012, the Company recognized $70.3 million of revenue from EPIX in connection with the licensing of certain theatrical releases and other films and television programs, see Note 7 (2011 — $89.4 million, 2010 — $38.6 million). As of March 31, 2012, the Company held $24.1 million of accounts receivables from EPIX (2011 — $25.9 million). In addition, as of March 31, 2012, the Company had $6.4 million in deferred revenue from EPIX (2011 — $2.4 million).

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

TV Guide Network. During the year ended March 31, 2012, the Company recognized $2.9 million of revenue (2011 — $14.9 million, 2010 — $0.3 million) from TV Guide Network in connection with the licensing of certain films and/or television programs, see Note 7. Additionally, the Company recognized $15.1 million of income for the accretion of the dividend and discount of the mandatorily redeemable preferred stock units as equity interest income (2011 — $14.1 million, 2010 — $10.5 million). Also, during the year ended March 31, 2011, the Company received a pay-out of accreted interest on the mandatorily redeemable preferred stock units of $10.2 million. As of March 31, 2012, the Company held $13.5 million of accounts receivables from TV Guide Network (2011 — $12.7 million).

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