10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

Form 10-Q

___________________________________________________________

(Mark One)

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

For the quarterly period ended September 30, 2016

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.)

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

and

2700 Colorado Avenue

Santa Monica, California 90404

(Address of principal executive offices)

___________________________________________________________

(877) 848-3866

(Registrant’s telephone number, including area code)

___________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  ý    No  ¨

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 þ	Accelerated filer o	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 Exchange Act). Yes  ¨  No  ý

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Title of Each Class	Outstanding at November 1, 2016
Common Shares, no par value per share	148,332,947 shares

Item	Page
PART I — FINANCIAL INFORMATION
1. Financial Statements	4
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
3. Quantitative and Qualitative Disclosures About Market Risk	77
4. Controls and Procedures	80
PART II — OTHER INFORMATION
1. Legal Proceedings	81
1A. Risk Factors	81
2. Unregistered Sales of Equity Securities and Use of Proceeds	87
3. Defaults Upon Senior Securities	88
4. Mine Safety Disclosures	88
5. Other Information	88
6. Exhibits	89

2

FORWARD-LOOKING STATEMENTS

This report includes statements that are, or may be 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 report 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 1A. “Risk Factors” found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2016, which risk factors are incorporated herein by reference, as updated by the risk factors found under Part II, Item 1A. "Risk Factors" herein. These risk factors should not be construed as exhaustive and should be read with the other cautionary statements and information in our Annual Report on Form 10-K, and this report.

We caution you that forward-looking statements made in this report or anywhere else are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially and adversely from those made in or suggested by the forward-looking statements contained in this report as a result of various important factors, including, but not limited to, the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature films and television series, budget overruns, limitations imposed by our credit facilities and notes, unpredictability of the commercial success of our motion pictures and television programming, risks related to acquisition and integration of acquired businesses, the effects of dispositions of businesses or assets, including individual films or libraries, the cost of defending our intellectual property, technological changes and other trends affecting the entertainment industry, uncertainties related to the Company's proposed acquisition of Starz, including the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Starz transaction, and the other risks and uncertainties discussed under Part I, Item 1A. “Risk Factors” found in our Annual Report on Form 10-K filed with the SEC on May 25, 2016, which risk factors are incorporated herein by reference, as updated by the risk factors found under Part II, Item 1A. "Risk Factors" herein. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

Any forward-looking statements, which we make in this report, 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.

This Quarterly Report on Form 10-Q  may contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

Unless otherwise indicated or the context requires, all references to the “Company,” “Lionsgate,” “we,” “us,” and “our” refer to Lions Gate Entertainment Corp., a corporation organized under the laws of the province of British Columbia, Canada, and its direct and indirect subsidiaries.

3

PART I — FINANCIAL INFORMATION

Item 1.Financial Statements.

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016			March 31, 2016
	(Amounts in thousands, except share amounts)
ASSETS
Cash and cash equivalents	$	105,953		$	57,742
Restricted cash	2,900			2,906
Accounts receivable, net of reserves for returns and allowances of $42,355 (March 31, 2016 - $51,809) and provision for doubtful accounts of $5,519 (March 31, 2016 - $6,014)	953,251			1,049,289
Investment in films and television programs, net	1,328,798			1,478,296
Property and equipment, net	42,655			43,384
Investments	502,287			464,346
Goodwill	534,780			534,780
Other assets	71,207			69,075
Deferred tax assets	223,127			134,421
Total assets	$	3,764,958		$	3,834,239
LIABILITIES
Senior revolving credit facility	$	297,803		$	156,136
5.25% Senior Notes	221,689			220,796
Term Loan	389,197			388,207
Accounts payable and accrued liabilities	348,690			377,698
Participations and residuals	651,594			607,358
Film obligations and production loans	512,678			715,018
Convertible senior subordinated notes	101,140			99,984
Deferred revenue	292,038			328,244
Total liabilities	2,814,829			2,893,441
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest	93,025			90,525
SHAREHOLDERS' EQUITY
Common shares, no par value, 500,000,000 shares authorized, 148,301,707 shares issued (March 31, 2016 - 146,785,940 shares)	904,255			885,800
Retained earnings (accumulated deficit)	(18,453		)	7,584
Accumulated other comprehensive loss	(28,698		)	(43,111		)
Total shareholders' equity	857,104			850,273
Total liabilities and shareholders' equity	$	3,764,958		$	3,834,239

See accompanying notes.

4

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands, except per share amounts)
Revenues	$	639,534		$	476,759		$	1,193,109		$	885,700
Expenses:
Direct operating	386,908			292,810			753,184			523,120
Distribution and marketing	221,953			153,140			346,992			225,064
General and administration	84,491			67,577			163,158			128,289
Depreciation and amortization	4,347			2,520			9,963			4,350
Total expenses	697,699			516,047			1,273,297			880,823
Operating income (loss)	(58,165		)	(39,288		)	(80,188		)	4,877
Other expenses (income):
Interest expense
Cash interest	13,522			10,357			26,414			20,728
Amortization of debt discount and deferred financing costs	2,360			2,273			4,702			4,527
Total interest expense	15,882			12,630			31,116			25,255
Interest and other income	(1,231		)	(555		)	(2,180		)	(1,155		)
Total other expenses, net	14,651			12,075			28,936			24,100
Loss before equity interests and income taxes	(72,816		)	(51,363		)	(109,124		)	(19,223		)
Equity interests income	1,908			7,149			12,754			18,537
Loss before income taxes	(70,908		)	(44,214		)	(96,370		)	(686		)
Income tax provision (benefit)	(53,604		)	(2,145		)	(79,906		)	699
Net loss	(17,304		)	(42,069		)	(16,464		)	(1,385		)
Less: Net (income) loss attributable to noncontrolling interest	(154		)	—			260			—
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(17,458	)	$	(42,069	)	$	(16,204	)	$	(1,385	)
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
Basic net loss per common share	$	(0.12	)	$	(0.28	)	$	(0.11	)	$	(0.01	)
Diluted net loss per common share	$	(0.12	)	$	(0.28	)	$	(0.11	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic	147,804			148,345			147,511			147,984
Diluted	147,804			148,345			147,511			147,984
Dividends declared per common share	$	—		$	0.09		$	0.09		$	0.16

See accompanying notes.

5

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Net loss	$	(17,304	)	$	(42,069	)	$	(16,464	)	$	(1,385	)
Foreign currency translation adjustments, net of tax	(1,159		)	(1,497		)	(5,485		)	1,993
Net unrealized gain (loss) on available-for-sale securities, net of tax	5,980			(30,232		)	22,884			12,002
Net unrealized gain (loss) on foreign exchange contracts, net of tax	(383		)	2,987			(2,986		)	2,994
Comprehensive income (loss)	(12,866		)	(70,811		)	(2,051		)	15,604
Less: Comprehensive (income) loss attributable to noncontrolling interest	(154		)	—			260			—
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(13,020	)	$	(70,811	)	$	(1,791	)	$	15,604

See accompanying notes.

6

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

	Common Shares				Retained Earnings (Accumulated Deficit)			Accumulated  Other Comprehensive Income (Loss)
	Number	Amount									Total
	(Amounts in thousands, except share amounts)
Balance at March 31, 2016	146,785,940	$	885,800		$	7,584		$	(43,111	)	$	850,273
Exercise of stock options	561,612	500			—			—			500
Share-based compensation, net of withholding tax obligations of $26,732	943,240	24,740			—			—			24,740
Issuance of common shares to directors for services	10,915	236			—			—			236
Dividends declared	—	(7,021		)	(6,264		)	—			(13,285		)
Net loss attributable to Lions Gate Entertainment Corp. shareholders	—	—			(16,204		)	—			(16,204		)
Foreign currency translation adjustments, net of tax	—	—			—			(5,485		)	(5,485		)
Net unrealized gain on available-for-sale securities, net of tax	—	—			—			22,884			22,884
Net unrealized loss on foreign exchange contracts, net of tax	—	—			—			(2,986		)	(2,986		)
Noncontrolling interest adjustments to redemption value	—	—			(3,569		)	—			(3,569		)
Balance at September 30, 2016	148,301,707	$	904,255		$	(18,453	)	$	(28,698	)	$	857,104

See accompanying notes.

7

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	September 30,
	2016			2015
	(Amounts in thousands)
Operating Activities:
Net loss	$	(16,464	)	$	(1,385	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	9,963			4,350
Amortization of films and television programs	588,549			361,290
Amortization of debt discount and deferred financing costs	4,702			4,527
Non-cash share-based compensation	46,200			33,983
Other non-cash items	2,500			—
Equity interests income	(12,754		)	(18,537		)
Deferred income taxes	(86,861		)	(2,612		)
Changes in operating assets and liabilities:
Restricted cash	6			—
Accounts receivable, net	89,346			12,007
Investment in films and television programs	(446,670		)	(535,470		)
Other assets	(4,234		)	(1,828		)
Accounts payable and accrued liabilities	(8,449		)	(34,300		)
Participations and residuals	44,524			44,938
Film obligations	19,891			(11,148		)
Deferred revenue	(35,851		)	(24,423		)
Net Cash Flows Provided By (Used In) Operating Activities	194,398			(168,608		)
Investing Activities:
Investment in equity method investees	(5,344		)	(3,659		)
Distributions from equity method investees	2,263			—
Purchases of property and equipment	(6,301		)	(6,880		)
Net Cash Flows Used In Investing Activities	(9,382		)	(10,539		)
Financing Activities:
Senior revolving credit facility - borrowings	454,000			48,000
Senior revolving credit facility - repayments	(314,000		)	(48,000		)
Term Loan - borrowings, net of deferred financing costs of $964 in 2015	—			24,036
Convertible senior subordinated notes - repurchases	—			(5		)
Production loans - borrowings	152,296			370,945
Production loans - repayments	(373,726		)	(112,474		)
Dividends paid	(26,819		)	(20,563		)
Distributions to noncontrolling interest	(3,309		)	—
Exercise of stock options	500			4,453
Tax withholding required on equity awards	(27,253		)	(18,983		)
Net Cash Flows Provided By (Used In) Financing Activities	(138,311		)	247,409
Net Change In Cash And Cash Equivalents	46,705			68,262
Foreign Exchange Effects on Cash	1,506			(542		)
Cash and Cash Equivalents - Beginning Of Period	57,742			102,697
Cash and Cash Equivalents - End Of Period	$	105,953		$	170,417

See accompanying notes.

8

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

Nature of Operations

Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” "Lions Gate," “we,” “us” or “our”) is a premier next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games, and location-based entertainment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries.

The unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and six months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017. The balance sheet at March 31, 2016 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation.

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 equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes; 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.

Recent Accounting Pronouncements

Revenue Recognition: In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update relating to the recognition of revenue from contracts with customers, which will supersede most current U.S. GAAP revenue recognition guidance, including industry-specific guidance. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Based on the current guidance, the new framework will become effective on either a full or modified retrospective basis for the Company on April 1, 2018. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Presentation of Debt Issuance Costs: In April 2015, the FASB issued an accounting standards update relating to the presentation of debt issuance costs. The accounting update requires companies to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. The guidance is effective for the Company's fiscal year beginning April 1, 2016, and must be applied on a retrospective basis to all prior periods presented in the financial statements. The Company adopted the new guidance effective April 1, 2016, which resulted in the reclassification of approximately $21.3 million of debt issuance costs from other assets to their respective debt liabilities in the unaudited condensed consolidated balance sheets as of March 31, 2016.

9

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recognition and Measurement of Financial Instruments: In January 2016, the FASB issued new guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. For investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. The guidance is effective for the Company's fiscal year beginning April 1, 2018. Early adoption is not permitted, except for certain provisions relating to financial liabilities. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Accounting for Leases: In February 2016, the FASB issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The new guidance also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for the Company's fiscal year beginning April 1, 2019, with early adoption permitted, and is required to be implemented using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Employee Share-Based Payment Accounting: In March 2016, the FASB issued amended guidance related to employee share-based payment accounting. One aspect of the guidance, which will become effective on a prospective basis, requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. In addition, the guidance eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before companies can recognize them. This part of the guidance will be applied using a modified retrospective transition method and will result in the Company recording a cumulative-effect adjustment in retained earnings for excess tax benefits not previously recognized. The guidance also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and can be applied retrospectively or prospectively. The guidance also increases the amount companies can withhold to cover income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations and requires application of a modified retrospective transition method. Finally, the guidance provides for an election to account for forfeitures of share-based payments either by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change (as is required under the current guidance). The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Equity Method of Accounting: In March 2016, the FASB issued guidance that changes the requirements for equity method accounting when an investment qualifies for use of the equity method as a result of an increase in the investor’s ownership interest in or degree of influence over an investee. The guidance (i) eliminates the need to retroactively apply the equity method of accounting upon qualifying for such treatment, (ii) requires that the cost of acquiring the additional interest in an investee be added to the basis of the previously held interest and (iii) requires that unrealized holding gains or losses for available-for-sale equity securities that qualify for the equity method of accounting be recognized in earnings at the date the investment becomes qualified for use of the equity method of accounting. The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Classification of Certain Cash Receipts and Cash Payments: In August 2016, the FASB issued guidance that clarifies how entities should classify certain cash receipts and payments on the statement of cash flows. The guidance primarily relates to the classification of cash flows associated with certain (i) debt transactions including debt prepayment or extinguishment costs, (ii) contingent consideration arrangements related to a business combination, (iii) insurance claims and policies, (iv) distributions from equity method investees and (v) securitization transactions. This guidance is effective for the Company's fiscal year beginning April 1, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its statement of cash flows.

10

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2. Investment in Films and Television Programs

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Motion Pictures Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	554,132	$	584,419
Acquired libraries, net of accumulated amortization	2,849		3,612
Completed and not released	63,534		33,806
In progress	276,279		421,687
In development	35,031		28,148
Product inventory	22,730		20,693
	954,555		1,092,365
Television Production Segment - Direct-to-Television Programs
Released, net of accumulated amortization	194,049		189,246
In progress	174,462		191,161
In development	5,732		5,524
	374,243		385,931
	$	1,328,798	$	1,478,296

The Company expects approximately 49% of completed films and television programs, net of accumulated amortization, will be amortized during the one-year period ending September 30, 2017. 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 September 30, 2019.

During the three and six months ended September 30, 2016 and 2015, the Company performed fair value measurements related to certain films. In determining the fair value of its films, the Company employs a discounted cash flows ("DCF") methodology that includes cash flow 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 Company’s weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement (see Note 8). During the three and six months ended September 30, 2016, the Company recorded $4.4 million and $6.3 million, respectively, of fair value film write-downs, as compared to $7.8 million and $8.5 million, respectively, of fair value film write-downs recorded during the three and six months ended September 30, 2015.

3. Investments

The carrying amounts of investments, by category, at September 30, 2016 and March 31, 2016 were as follows:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Equity method investments	$	312,234	$	297,546
Available-for-sale securities	146,862		123,978
Cost method investments	43,191		42,822
	$	502,287	$	464,346

11

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Equity Method Investments:

The carrying amounts of equity method investments at September 30, 2016 and March 31, 2016 were as follows:

	September 30, 2016
Equity Method Investee	Ownership Percentage	September 30, 2016		March 31, 2016
		(Amounts in thousands)
EPIX	31.2%	$	187,864	$	171,837
Pop	50.0%	99,012		98,719
Other	Various	25,358		26,990
		$	312,234	$	297,546

Equity interests in equity method investments for the three and six months ended September 30, 2016 and 2015 were as follows (income (loss)):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
Equity Method Investee	2016			2015			2016			2015
	(Amounts in thousands)
EPIX	$	5,070		$	8,157		$	16,027		$	21,229
Pop	(2,388		)	1,032			(2,074		)	665
Other	(774		)	(2,040		)	(1,199		)	(3,357		)
	$	1,908		$	7,149		$	12,754		$	18,537

EPIX. In April 2008, the Company formed a joint venture with Viacom, its Paramount Pictures unit and Metro-Goldwyn-Mayer Studios to create a premium television channel and subscription video-on-demand service named “EPIX”. The Company invested $80.4 million through September 30, 2010, and no additional amounts have been funded since. Since the Company's original investment in April 2008, the Company has received distributions from EPIX of $28.0 million. No distributions were received during the three and six months ended September 30, 2016 or 2015.

EPIX Financial Information:

The following table presents summarized balance sheet data as of September 30, 2016 and March 31, 2016 for EPIX:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Current assets	$	380,847	$	355,735
Non-current assets	$	412,167	$	360,441
Current liabilities	$	101,067	$	90,837
Non-current liabilities	$	27,083	$	23,948

The following table presents the summarized statements of income for the three and six months ended September 30, 2016 and 2015 for EPIX and a reconciliation of the net income reported by EPIX to equity interest income recorded by the Company:

12

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Revenues	$	98,580		$	105,243		$	196,875		$	216,593
Expenses:
Operating expenses	71,199			70,153			120,350			133,090
Selling, general and administrative expenses	6,654			6,345			12,815			12,135
Operating income	20,727			28,745			63,710			71,368
Interest and other expense	(227		)	(892		)	(210		)	(1,401		)
Net income	$	20,500		$	27,853		$	63,500		$	69,967
Reconciliation of net income reported by EPIX to equity interest income:
Net income reported by EPIX	$	20,500		$	27,853		$	63,500		$	69,967
Ownership interest in EPIX	31.15		%	31.15		%	31.15		%	31.15		%
The Company's share of net income	6,386			8,676			19,780			21,795
Eliminations of the Company’s share of profits on licensing sales to EPIX(1)	(3,068		)	(2,906		)	(6,774		)	(5,701		)
Realization of the Company’s share of profits on licensing sales to EPIX(2)	1,752			2,387			3,021			5,135
Total equity interest income recorded	$	5,070		$	8,157		$	16,027		$	21,229

_________________________

(1) Represents the elimination of the gross profit recognized by the Company on licensing sales to EPIX in proportion to the Company's ownership interest in EPIX.

(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.

Pop. The Company’s investment interest in Pop consists of an equity investment in its common stock units and mandatorily redeemable preferred stock units. The Company's partner in Pop, CBS TVG Inc. ("CBS"), has a call option to purchase a portion of the Company's ownership interest in Pop at fair market value, which would result in CBS owning 80% of Pop, exercisable beginning March 26, 2018 for a period of 30 days. During the three and six months ended September 30, 2016, the Company made no contributions to Pop (2015 - none and $0.8 million, respectively).

The mandatorily redeemable preferred stock units carry a dividend rate of 10% compounded annually and are 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.

Other Equity Method Investments

Defy Media. In June 2007, the Company acquired an interest in Break Media, a multi-platform digital media company and a leader in male-targeted content creation and distribution. In October 2013, Break Media merged with Alloy Digital, a multi-platform digital media company with a strong presence in the youth market, to create Defy Media. The Company's effective economic interest in Defy Media through its investment in Break Media and its direct investment in Defy Media is approximately 10.3%. The Company is accounting for its investment in Defy Media, a limited liability company, under the equity method of accounting due to the Company's board representation that provides significant influence over the investee.

Roadside Attractions. Roadside Attractions is an independent theatrical distribution company. The Company owns a 43.0% interest in Roadside Attractions.

13

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pantelion Films. Pantelion Films is a joint venture with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S. The Company owns a 49.0% interest in Pantelion Films.

Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app. The Company made initial investments totaling $4.3 million in Atom Tickets during the year ended March 31, 2015. During the year ended March 31, 2016, the Company agreed to participate in an equity offering of Atom Tickets and subscribed for an additional $7.9 million. The Company owns an interest of approximately 19.3% in Atom Tickets. The Company is accounting for its investment in Atom Tickets, a limited liability company, under the equity method of accounting due to the Company's board representation that provides significant influence over the investee.

Tribeca Short List. Tribeca Short List is a subscription video-on-demand service. The Company made an initial investment of $2.1 million during the year ended March 31, 2015, and during the year ended March 31, 2016, the Company made capital contributions to Tribeca Short List of $2.4 million, net of cash acquired of $0.4 million (see below). The Company holds a 75.0% economic interest in Tribeca Short List. Through October 17, 2015, the power to direct the activities that most significantly impact the economic performance of Tribeca Short List was shared equally with Tribeca Enterprises, and accordingly through October 17, 2015, the Company's interest in Tribeca Short List was accounted for under the equity method of accounting. Subsequent to October 17, 2015, the terms of the arrangement increased the Company's power to control the board, and the Company now has the power to direct the activities that most significantly impact the economic performance of Tribeca Short List. Accordingly, the Company has consolidated Tribeca Short List beginning in the quarter ended December 31, 2015, with no gain or loss recognized upon consolidation since the carrying value of the net assets approximated the fair value.

Available-for-Sale Securities:

The cost basis, unrealized losses and fair market value of available-for-sale securities are set forth below:

	September 30, 2016			March 31, 2016
	(Amounts in thousands)
Cost basis	$	158,916		$	158,916
Gross unrealized loss	(12,054		)	(34,938		)
Fair value	$	146,862		$	123,978

Starz. At September 30, 2016 and March 31, 2016, available-for-sale securities consisted of the Company's minority interest in Starz. On March 27, 2015, pursuant to the terms of a stock exchange agreement entered into on February 10, 2015 (the "Exchange Agreement"), the Company exchanged 4,967,695 of its newly issued common shares for 2,118,038 shares of Series A common stock of Starz and 2,590,597 shares of Series B common stock of Starz held by certain affiliates of John C. Malone ("Dr. Malone") (the exchange transaction, the "Exchange"). The Exchange Agreement placed certain restrictions on the ability to transfer the shares issued by the Company.

The Company classifies the Series A common stock of Starz within Level 1 of the fair value hierarchy as the valuation inputs are based on quoted prices in active markets (see Note 8). The Series B common stock of Starz are considered a Level 2 security because the quoted market prices are based on infrequent transactions. Therefore, the fair value of the Series B common stock, which is convertible, at the holder’s option, into Series A common stock of Starz is based on the quoted market price of the Series A common stock, which is an equivalent security other than for the voting rights.

As of September 30, 2016, the Company's investment in Starz was in an unrealized loss position, however due to the fluctuation of the security's market price in an active market and the short-term duration of the unrealized loss, the Company has the intent and ability to hold the securities until the fair value recovers. As of November 7, 2016, the fair value of the Company's minority interest in Starz was $155.2 million, compared to the Company's original cost basis of $158.9 million.

Cost Method Investments:

Telltale. Telltale Games ("Telltale") is a creator, developer and publisher of interactive software episodic games based upon popular stories and characters across all major gaming and entertainment platforms. In February 2015, the Company invested $40.0 million in Telltale, which consisted of a cash investment in Telltale of $28.0 million in exchange for 2,628,072 of

14

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Telltale's Series D Convertible Preferred Stock, and 361,229 newly issued common shares of the Company with a fair value of approximately $12.0 million in exchange for approximately 1,126,316 existing common shares of Telltale, representing in the aggregate an approximately 14% economic interest in Telltale.

Next Games. Next Games is a mobile games development company headquartered in Helsinki, Finland, with a focus on crafting visually impressive, highly engaging games. In July 2014, the Company invested $2.0 million in Next Games for a small minority ownership interest, and during the year ended March 31, 2016, the Company invested an additional $0.2 million in Next Games.

4. Other Assets

The composition of the Company’s other assets is as follows as of September 30, 2016 and March 31, 2016:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Prepaid expenses and other	$	60,783	$	57,725
Finite-lived intangible assets	10,424		11,350
	$	71,207	$	69,075

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

Finite-lived Intangible Assets. Finite-lived intangibles consist primarily of noncompete agreements, trademarks and trade names, and sales agency relationships. The composition of the Company's finite-lived intangible assets and the associated accumulated amortization is as follows as of September 30, 2016 and March 31, 2016:

	September 30, 2016						March 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(Amounts in thousands)
Finite-lived intangible assets:
Noncompete agreements	$	9,500	$	1,052	$	8,448	$	9,500	$	449	$	9,051
Trademarks and trade names	8,600		6,699		1,901		8,600		6,451		2,149
Sales agency relationships	6,200		6,125		75		6,200		6,050		150
	$	24,300	$	13,876	$	10,424	$	24,300	$	12,950	$	11,350

Amortization expense associated with the Company's intangible assets for the three and six months ended September 30, 2016 was approximately $0.5 million and $0.9 million, respectively (2015 - $0.4 million and $0.6 million, respectively). Amortization expense remaining relating to intangible assets for each of the years ending March 31, 2017 through 2021 is estimated to be approximately $0.9 million, $1.4 million, $1.4 million, $1.4 million, and $1.4 million, respectively.

15

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Corporate Debt

The total carrying values of corporate debt of the Company, excluding film obligations and production loans, were as follows as of September 30, 2016 and March 31, 2016, and are reflected net of unamortized debt issuance costs and unamortized discount if applicable:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Senior revolving credit facility, net of debt issuance costs of $3,197 (March 31, 2016 - $4,864)	$	297,803	$	156,136
5.25% Senior Notes, net of debt issuance costs of $3,311 (March 31, 2016 - $4,204)	221,689		220,796
Term Loan Due 2022, net of debt issuance costs of $10,803 (March 31, 2016 - $11,793)	389,197		388,207
Convertible senior subordinated notes, net of debt issuance costs and unamortized discount of $710 (March 31, 2016 - $1,866)	101,140		99,984
	$	1,009,829	$	865,123

The following table sets forth future annual contractual principal payment commitments of corporate debt as of September 30, 2016:

	Conversion Price Per Share at September 30, 2016	Maturity Date	Year Ended March 31,
Debt Type			2017		2018		2019		2020		2021		Thereafter		Total
			(Amounts in thousands)
Senior revolving credit facility	N/A	September 2017	$	—	$	301,000	$	—	$	—	$	—	$	—	$	301,000
5.25% Senior Notes	N/A	August 2018	—		—		225,000		—		—		—		225,000
Term Loan Due 2022	N/A	March 2022	—		—		—		—		—		400,000		400,000
Principal amounts of convertible senior subordinated notes:
January 2012 4.00% Notes	$10.21	January 2017	41,850		—		—		—		—		—		41,850
April 2013 1.25% Notes	$29.19	April 2018	—		—		60,000		—		—		—		60,000
			$	41,850	$	301,000	$	285,000	$	—	$	—	$	400,000	1,027,850
Less aggregate unamortized discount & debt issuance costs															(18,021		)
															$	1,009,829

Senior Revolving Credit Facility

Availability of Funds. The senior revolving credit facility provides for borrowings and letters of credit up to an aggregate of $800.0 million, and at September 30, 2016 there was $499.0 million available (March 31, 2016 — $639.0 million). The availability of funds is limited by a borrowing base and also reduced by outstanding letters of credit, if any. There were no letters of credit outstanding at September 30, 2016 (March 31, 2016 — none).

Maturity Date. September 27, 2017.

Interest. Interest is payable at an alternative base rate, as defined, plus 1.5%, or LIBOR plus 2.5%, as designated by the Company. As of September 30, 2016, borrowings under the senior revolving credit facility bore interest of 2.5% over the LIBOR rate (effective interest rate of 3.03% and 2.94% on borrowings outstanding as of September 30, 2016 and March 31, 2016, respectively).

16

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Commitment Fee. The Company is required to pay a quarterly commitment fee of 0.375% to 0.5% per annum, depending on the average balance of borrowings outstanding during the period, on the total senior revolving credit facility of $800 million less the amount drawn.

Security. Obligations 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 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, make certain investments and acquisitions, repurchase its stock, 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. As of September 30, 2016, the Company was in compliance with all applicable covenants.

Change in Control. 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% of the Company’s common shares.

5.25% Senior Notes

Issuance Date. On July 19, 2013, Lions Gate Entertainment Corp. issued $225.0 million aggregate principal amount of 5.25% Senior Secured Second-Priority Notes (the "5.25% Senior Notes").

Interest. Interest is payable semi-annually on February 1 and August 1 of each year at a rate of 5.25% per year.

Maturity Date. August 1, 2018.

Optional Redemption. Redeemable by the Company, in whole or in part, at a price equal to 100% of the principal amount, plus the Applicable Premium, as defined in the indenture governing the 5.25% Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. The Applicable Premium amounts to the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the principal amount of the notes redeemed plus interest through the maturity date over the principal amount of the notes redeemed on the redemption date.

Covenants. The 5.25% 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. As of September 30, 2016, the Company was in compliance with all applicable covenants.

Term Loan Due 2022

Issuance Date. On March 17, 2015, Lions Gate Entertainment Corp. entered into a second lien credit and guarantee agreement (the "Credit Agreement"), and pursuant to the Credit Agreement, borrowed a term loan in an aggregate amount of $375.0 million (the "Term Loan Due 2022"). In May 2015, Lions Gate Entertainment Corp. amended the Credit Agreement governing its Term Loan Due 2022, and pursuant to the amended Credit Agreement, borrowed an additional term loan in an aggregate amount of $25.0 million.

Interest. Interest on the Term Loan Due 2022 is payable on the last business day of each April, July, October and January at a rate of 5.00% per year.

Maturity Date. The Term Loan Due 2022 matures onMarch 17, 2022.

Optional Prepayment. The Company may voluntarily prepay the Term Loan Due 2022 at any time, provided that if prepaid (i) on or before March 17, 2017, the Company shall pay to lenders a prepayment premium of 2.0% on the principal amount prepaid; (ii) after March 17, 2017 and on or before March 17, 2018, the Company shall pay to lenders a prepayment premium of 1.0% on the principal amount prepaid; and (iii) on or after March 17, 2018, no prepayment premium shall be payable.

Covenants. Substantially similar to the5.25% Senior Notes discussed above. As of September 30, 2016, the Company was in compliance with all applicable covenants.

17

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Convertible Senior Subordinated Notes

Outstanding Amount and Terms. The following table sets forth the convertible senior subordinated notes outstanding and certain key terms of these notes at September 30, 2016 and March 31, 2016:

	Maturity Date	Conversion Price Per Share at September 30, 2016	September 30, 2016							March 31, 2016
Convertible Senior Subordinated Notes			Principal		Unamortized Discount & Debt Issuance Costs			Net Carrying Amount		Principal		Unamortized Discount & Debt Issuance Costs			Net Carrying Amount
			(Amounts in thousands)
January 2012 4.00% Notes	January 11, 2017	$10.21	$	41,850	$	(691	)	$	41,159	$	41,850	$	(1,840	)	$	40,010
April 2013 1.25% Notes	April 15, 2018	$29.19	60,000		(19		)	59,981		60,000		(26		)	59,974
			$	101,850	$	(710	)	$	101,140	$	101,850	$	(1,866	)	$	99,984

January 2012 4.00% Notes: In January 2012, Lions Gate Entertainment Inc. ("LGEI") issued approximately $45.0 million of January 2012 4.00% Notes, of which $10.1 million was allocated to the equity component. Interest is payable semi-annually on January 15 and July 15 of each year.

April 2013 1.25% Notes: In April 2013, LGEI issued approximately $60.0 million in aggregate principal amount of April 2013 1.25% Notes. Interest is payable semi-annually on April 15 and October 15 of each year.

Conversion Features:The convertible senior subordinated notes areconvertible, at any time, into the number of common shares of the Company determined by the principal amount being converted divided by the conversion price, subject to adjustment in certain circumstances, including upon the issuance of dividends.

The January 2012 4.00% Notes provide that upon conversion, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company. Convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are recorded by separately accounting for the liability and equity component (i.e., conversion feature), thereby reducing the principal amount with a debt discount that is amortized as interest expense over the expected life of the note using the effective interest method. The effective interest rate on the liability component of the January 2012 4.00% Notes is 9.56%.

The April 2013 1.25% Notes are convertible only into the Company's common shares and do not carry an option to be settled in cash upon conversion, and accordingly, have been recorded at their principal amount (not reduced by a debt discount for the equity component).

Conversions. The following conversions were completed with respect to the Company's convertible senior subordinated notes in the six months endedSeptember 30, 2015 (none in the six months endedSeptember 30, 2016):

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands, except share amounts)
April 2009 3.625% Notes
Principal amount converted	$	16,162
Common shares issued upon conversion	1,983,058
Weighted average conversion price per share	$	8.15

18

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest Expense. Interest expense recognized for the convertible senior subordinated notes for the three and six months ended September 30, 2016 and 2015 is presented below:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Interest Expense
Contractual interest coupon	$	605	$	606	$	1,212	$	1,155
Amortization of discount on liability component and debt issuance costs	580		529		1,148		1,046
	$	1,185	$	1,135	$	2,360	$	2,201

6. Participations and Residuals

The Company expects approximately 65% of accrued participations and residuals will be paid during the one-year period ending September 30, 2017.

Theatrical Slate Participation

On March 10, 2015, the Company entered into a theatrical slate participation arrangement with TIK Films (U.S.), Inc. and TIK Films (Hong Kong) Limited (collectively, "TIK Films"), both wholly owned subsidiaries of Hunan TV & Broadcast Intermediary Co. Ltd. Under the arrangement, TIK Films, in general and subject to certain limitations including per picture and annual caps, will contribute a minority share of 25% of the Company’s production or acquisition costs of “qualifying” theatrical feature films, released during the three-year period ending January 23, 2018, and participate in a pro-rata portion of the pictures’ net profits or losses similar to a co-production arrangement based on the portion of costs funded. The arrangement excludes among others, any theatrical feature film incorporating any elements from the Twilight, Hunger Games or Divergent franchises. The percentage of the contribution could vary on certain pictures.

Amounts provided from TIK Films are reflected as a participation liability in the Company's unaudited condensed consolidated balance sheet and amounted to $126.5 million at September 30, 2016 (March 31, 2016 - $61.3 million). The difference between the ultimate participation expected to be paid to TIK Films and the amount provided by TIK Films is amortized as a charge to or a reduction of participation expense under the individual-film-forecast method.

7. Film Obligations and Production Loans

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Film obligations	$	44,576	$	24,989
Production loans, net of debt issuance costs of $838 (March 31, 2016 - $342)	468,102		690,029
Total film obligations and production loans	$	512,678	$	715,018

19

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth future annual repayment of film obligations and production loans as of September 30, 2016:

	Six Months Ending
	March 31,		Year Ended March 31,
	2017		2018		2019		2020		2021		Thereafter		Total
	(Amounts in thousands)
Film obligations	$	42,560	$	1,085	$	1,000	$	—	$	—	$	—	$	44,645
Production loans	285,786		183,154		—		—		—		—		468,940
	$	328,346	$	184,239	$	1,000	$	—	$	—	$	—	$	513,585
Less imputed interest on film obligations and debt issuance costs on production loans													(907		)
													$	512,678

Film Obligations

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

Production Loans

Production loans represent individual loans for the production of film and television programs that the Company produces. The majority of 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, and incur interest at rates ranging from 3.53% to 3.79%.

8. 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

Fair value hierarchy 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, production loans, 5.25% Senior Notes, and Term Loan, which are priced using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, 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 Pop's Mandatorily Redeemable Preferred Stock Units using primarily a discounted 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.

20

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2016 and March 31, 2016:

	September 30, 2016								March 31, 2016
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets:	(Amounts in thousands)
Available-for-sale securities (see Note 3):
Starz Series A common stock	$	66,062	$	—		$	66,062		$	55,768	$	—		$	55,768
Starz Series B common stock	—		80,800			80,800			—		68,210			68,210
Forward exchange contracts (see Note 18)	—		7,085			7,085			—		9,417			9,417
Liabilities:
Forward exchange contracts (see Note 18)	—		(158		)	(158		)	—		(748		)	(748		)
	$	66,062	$	87,727		$	153,789		$	55,768	$	76,879		$	132,647

The following table sets forth the carrying values and fair values of the Company’s investment in Pop's mandatorily redeemable preferred stock units and outstanding debt at September 30, 2016 and March 31, 2016:

	September 30, 2016				March 31, 2016
	(Amounts in thousands)
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 3)				(Level 3)
Assets:
Investment in Pop's Mandatorily Redeemable Preferred Stock Units	$	99,012	$	114,500	$	98,719	$	114,500
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 2)				(Level 2)
Liabilities:
January 2012 4.00% Notes	41,159		42,135		40,010		41,477
April 2013 1.25% Notes	59,981		56,950		59,974		54,188
Production loans	468,102		468,940		690,029		690,371
5.25% Senior Notes	221,689		239,063		220,796		229,500
Term Loan	389,197		404,500		388,207		400,500
	$	1,180,128	$	1,211,588	$	1,399,016	$	1,416,036

21

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. Mergers and Acquisitions

Starz Transaction. On June 30, 2016, Lionsgate and Starz entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value (the "Starz Transaction"). Under the terms of the Merger Agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect the reclassification of its capital stock, pursuant to which each existing Lionsgate common share will be converted into 0.5 shares of a newly issued class of Lionsgate Class A voting shares and 0.5 shares of a newly issued class of Lionsgate Class B non-voting shares, subject to the terms and conditions of the Merger Agreement. Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock will be converted into the right to receive $18.00 in cash and 0.6784 of a share of Lionsgate Class B non-voting shares, and (b) each share of Starz Series B common stock will be converted into the right to receive $7.26 in cash, 0.6321 of a share of Lionsgate Class B non-voting shares and 0.6321 of a share of Lionsgate Class A voting shares, in each case, subject to the terms and conditions of the Merger Agreement. The total enterprise value of Starz based on the estimated value of purchase price consideration is approximately $4.4 billion, including cash, equity and Starz debt to be assumed. The Merger Agreement has been approved by the boards of directors of Lionsgate and Starz and will be submitted to their respective shareholders for approval as well as to regulatory authorities.

At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility. See Note 20 - Subsequent Events for further information.

In connection with the Merger Agreement, on June 30, 2016, Lions Gate entered into a Stock Exchange Agreement (the "Starz Exchange Agreement") with Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lions Gate Entertainment Corp. ("Merger Sub") and certain stockholders of Starz (the "Exchange Stockholders"), pursuant to which, if the Merger Agreement is terminated (1) by Lionsgate because Starz' board of directors changes its recommendation in favor of the transactions (2) by Starz in order to enter into a superior transaction or (3) by either party because Starz' stockholders fail to approve the transactions, then the Exchange Stockholders will sell to Merger Sub all shares of Starz Series B Common Stock held by the Exchange Stockholders (the "Starz Exchange Shares"), which as of June 30, 2016 constituted approximately 69.9% of the total voting power of the issued and outstanding shares of Starz Series B Common Stock, in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued shares of Lionsgate Common Stock (the "Lions Gate Exchange Shares"). At the election of Dr. John C. Malone, or if Lionsgate should fail to receive the required stockholder approval to issue the Lions Gate Exchange Shares, the Exchange Stockholders will instead receive per share consideration of $36.30 in cash for each Starz Exchange Share. Lions Gate plans to seek such required stockholder approval at the same meeting where it will seek the required approvals pursuant to the Merger Agreement.

The Merger Agreement contains certain termination rights for Lions Gate and Starz. The Merger Agreement can be terminated by either party (1) by mutual written consent; (2) if the Merger has not been consummated by an outside date of December 31, 2016 (which either party may generally extend to March 31, 2017 if the only closing condition that would not have been met was related to the receipt of certain regulatory approvals); (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Merger; (4) if either party’s stockholders fail to approve the transactions; (5) if the other party’s board of directors changes its recommendation in favor of the transactions; (6) if the other party materially breaches its non-solicitation covenant; or (7) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. The Merger Agreement can also be terminated by Starz (x) in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement) or (y) if Lions Gate fails to consummate the Merger when otherwise required because of a failure to receive its debt financing.

Subject to the terms and conditions of the Merger Agreement, Starz will pay Lions Gate a termination fee of $150 million if (1) Starz terminates the Merger Agreement in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement), (2) Lions Gate terminates the Merger Agreement because Starz’ board of directors changes its recommendation in favor of the transactions, (3) Lions Gate terminates the Merger Agreement because Starz materially breaches its non-solicitation covenant or (4) (a) an alternative transaction proposal is made to Starz, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Starz’ stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (ii) by either party because Starz’ stockholders fail to approve the transactions or (iii) by Lions Gate because Starz has breached its representations or covenants in a way that prevents satisfaction of a closing condition,

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

subject to a cure period, and (c) within 18 months of such termination, Starz enters into or consummates an alternative transaction.

Subject to the terms and conditions of the Merger Agreement, Lions Gate will pay Starz (1) a termination fee of $150 million if either party terminates the Merger Agreement because Lions Gate’s stockholders fail to approve the transactions, (2) a termination fee of $175 million if Starz terminates the Merger Agreement because Lions Gate’s board of directors changes its recommendation in favor of the transactions or because Lions Gate materially breaches its non-solicitation covenant, (3) a termination fee of $250 million if Starz terminates the Merger Agreement because Lions Gate fails to consummate the Merger when it would otherwise be required because of a failure to receive the debt financing and (4) a termination fee of $175 million if (a) an alternative transaction proposal is made to Lions Gate, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Lions Gate’s stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Starz), (ii) by either party because Lions Gate’s stockholders fail to approve the transactions or (iii) by Starz because Lions Gate has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Lions Gate enters into or consummates an alternative transaction.

A description of the Merger Agreement and other transactional documents was disclosed by the Company on a Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 1, 2016. On August 1, 2016, the Company filed a Form S-4 Registration Statement with the SEC, as amended, which includes detailed information regarding the merger.

Acquisition of Pilgrim Media Group. On November 12, 2015, the Company purchased 62.5% of the membership interests in Pilgrim Media Group, LLC ("Pilgrim Media Group"), a worldwide independent reality television producer and distributor. The aggregate purchase price was approximately $201.7 million.

The purchase price consisted of $144.7 million in cash and 1,517,451 of the Company's common shares, valued at $57.0 million. These shares were valued based on the closing price of the Company’s common shares on the date of closing of the acquisition, discounted to the fair value of the shares considering certain transfer restrictions. The Company incurred approximately $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.

The acquisition was accounted for as a purchase, with the results of operations of Pilgrim Media Group included in the Company's consolidated results from November 12, 2015. The purchase price of Pilgrim Media Group has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The Company used DCF analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation. The allocation of the purchase price, including the fair value of redeemable noncontrolling interest recognized, is as follows:

Allocation of the total purchase consideration:	(Amounts in thousands)
Cash and cash equivalents	$	15,816
Accounts receivable, net	15,248
Investment in films and television programs, net	63,387
Other assets acquired	7,019
Finite-lived intangible assets:
Noncompete agreements	9,500
Trade name	2,000
Other liabilities assumed	(32,638		)
Fair value of net assets acquired	80,332
Goodwill	211,452
Redeemable noncontrolling interest (Note 10)	(90,128		)
	$	201,656

Goodwill of $211.5 million represents the excess of the purchase price over 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 to grow and diversify the Company's television operations by adding nonfiction programming to complement its existing scripted production and syndication operations and leverage the strength of the Company's global distribution infrastructure. The goodwill recorded as part of this acquisition is included in the Television

23

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Production segment. 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 statement of operations information presented below illustrate the results of operations of the Company as if the acquisition of Pilgrim Media Group as described above occurred on April 1, 2015. The statements of operations information below includes the statement of income of Pilgrim Media Group for the six months ended June 30, 2015 combined with the Company's statement of operations for the six months ended September 30, 2015.

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands, except per share amounts)
Revenues	$	964,348
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(2,438	)
Basic Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders	$	(0.02	)
Diluted Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders	$	(0.02	)

The unaudited pro forma condensed consolidated statement of operations information does not include adjustments for any restructuring activities, operating efficiencies or cost savings, and exclude certain one-time transactional costs of $7.7 million attributable to the noncontrolling shareholder expensed in connection with the transaction, as well as $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.

There were no changes in the carrying amount of goodwill by reporting segment in the three and six months ended September 30, 2016.

10. Redeemable Noncontrolling Interest

In connection with the acquisition of a controlling interest in Pilgrim Media Group on November 12, 2015, the Company recorded a redeemable noncontrolling interest of $90.1 million, representing 37.5% of Pilgrim Media Group. The noncontrolling interest holder has a right to put and the Company has a right to call a portion of the noncontrolling interest, equal to 17.5% of Pilgrim Media Group, at fair value, subject to a cap, exercisable at five years after the acquisition date of November 12, 2015. In addition, the noncontrolling interest holder has a right to put and the Company has a right to call the remaining amount of noncontrolling interest at fair value, subject to a cap, exercisable at seven years after the acquisition date of November 12, 2015. The put and call options have been determined to be embedded in the noncontrolling interest, and because the put rights are outside the control of the Company and require partial cash settlement, the noncontrolling interest holder's interest is presented as redeemable noncontrolling interest outside of shareholders' equity on the Company's unaudited condensed consolidated balance sheets.

In addition, the noncontrolling interest holder is the President and CEO of Pilgrim Media Group, who will continue in this role pursuant to an employment contract entered into at the time of closing. Pursuant to the operating agreement, if the employment of the noncontrolling interest holder is terminated, under certain circumstances as defined in the operating agreement, the Company can call and the noncontrolling interest holder can put the noncontrolling interest at a discount to fair value. The amount of the discount related to the 17.5% noncontrolling interest is being expensed through the five-year call period, and the portion of the discount related to the remaining noncontrolling interest is being expensed over the seven-year call period. The amounts are included in general and administrative expense of Pilgrim Media Group and reflected as an addition to redeemable noncontrolling interest.

Redeemable noncontrolling interest is measured at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date less the amount attributed to unamortized noncontrolling interest discount, as discussed above, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of unamortized noncontrolling interest discount as discussed above. The amount of the redemption

24

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to noncontrolling interest and a charge to retained earnings.

The table below presents the reconciliation of changes in redeemable noncontrolling interest:

	Six Months Ended
	September 30,
	2016
	(Amounts in thousands)
Beginning balance	$	90,525
Net loss of Pilgrim Media Group attributable to noncontrolling interest	(260		)
Noncontrolling interest discount accretion	2,500
Adjustments to redemption value	3,569
Cash distributions	(3,309		)
Ending balance	$	93,025

11. Net Loss Per Share

Basic 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 three and six months ended September 30, 2016 and 2015 are presented below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands, except per share amounts)
Basic and Diluted Net Loss Per Common Share:
Numerator:
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(17,458	)	$	(42,069	)	$	(16,204	)	$	(1,385	)
Denominator:
Weighted average common shares outstanding	147,804			148,345			147,511			147,984
Basic and diluted net loss per common share	$	(0.12	)	$	(0.28	)	$	(0.11	)	$	(0.01	)

The exercise of common share equivalents including stock options, the conversion of convertible senior subordinated notes and restricted share units ("RSUs") could potentially dilute net income (loss) per share in the future, but were not reflected in diluted net loss per common share during the periods presented because their effect is anti-dilutive.

12. Capital Stock

(a) Common Shares

The Company had 500 million authorized common shares at September 30, 2016 and March 31, 2016. The table below outlines common shares reserved for future issuance:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	September 30, 2016	March 31, 2016
	(Amounts in thousands)
Stock options outstanding, average exercise price $26.88 (March 31, 2016 - $24.55)	14,040	15,332
Restricted share units — unvested	1,318	1,647
Share purchase options and restricted share units available for future issuance	968	2,093
Shares issuable upon conversion of January 2012 4.00% Notes at conversion price of $10.21 per share (March 31, 2016 - $10.26)	4,099	4,079
Shares issuable upon conversion of April 2013 1.25% Notes at conversion price of $29.19 per share (March 31, 2016 - $29.32)	2,055	2,046
Shares reserved for future issuance	22,480	25,197

The Company's 2012 Performance Incentive Plan was amended on October 3, 2016 (the "2012 Plan") to provide for the issuance of up to 31.6 million (an increase of 4.0 million) common shares of the Company, stock options, share appreciation rights, restricted shares, stock bonuses and other forms of awards granted or denominated in common shares or units of common shares of the Company, as well as certain cash bonus awards to eligible directors of the Company, officers or employees of the Company or any of its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries.

(b) Share-based Compensation

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2016, and 2015:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Compensation Expense:
Stock Options	$	8,481		$	10,289		$	16,206		$	19,523
Restricted Share Units and Other Share-based Compensation	13,156			7,103			27,611			14,460
Share Appreciation Rights	—			—			—			288
	21,637			17,392			43,817			34,271
Impact of accelerated vesting on stock options and restricted share units(1)	2,383			—			2,383			—
Total share-based compensation expense	$	24,020		$	17,392		$	46,200		$	34,271
Tax impact(2)	(8,355		)	(6,378		)	(16,040		)	(12,567		)
Reduction in net income	$	15,665		$	11,014		$	30,160		$	21,704

___________________

(1) Represents the impact of the acceleration of certain vesting schedules for stock options and restricted share units pursuant to certain severance arrangements.

(2) Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.

26

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the stock option and restricted share unit activity during the six months endedSeptember 30, 2016:

	Stock Options		Weighted-Average Exercise Price	Restricted Share Units		Weighted-Average Grant-Date Fair Value
Outstanding at March 31, 2016	16,093,896		$23.83	1,647,432		$31.74
Granted	1,197,067		$27.66	1,390,073		$20.93
Options exercised or RSUs vested	(2,132,038	)	$9.76	(1,626,789	)	$24.64
Forfeited or expired	(356,589	)	$31.36	(92,582	)	$32.44
Outstanding at September 30, 2016	14,802,336		$25.99	1,318,134		$29.05

There were no excess tax benefits realized from tax deductions associated with option exercises and RSU activity for the six months endedSeptember 30, 2016 (2015 - none).

Total unrecognized compensation cost related to unvested stock options and restricted share unit awards at September 30, 2016 are $34.5 million and $24.5 million, respectively, and are expected to be recognized over a weighted average period of 1.0 and 1.6 years, respectively.

(c) Dividends

On September 22, 2016, the Company announced that, as contemplated in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 1, 2016, as amended, its Board of Directors suspended the Company’s quarterly cash dividend beginning immediately due to its anticipated merger with Starz.

(d) Shareholder Transactions

In November 2015, the Company was advised that each of Liberty Global Incorporated Limited (“Liberty”), a limited company organized under the laws of the United Kingdom and a wholly owned subsidiary of Liberty Global plc, and Discovery Lightning Investments Ltd. (“Discovery”), a limited company organized under the laws of the United Kingdom and a wholly owned subsidiary of Discovery Communications, Inc., agreed to each purchase 5,000,000 common shares, no par value per share, of the Company from funds affiliated with MHR Fund Management, LLC (“MHR Fund Management”). In connection with the purchases, the Company entered into separate registration rights agreements with each of Liberty and Discovery, and amended the registration rights agreement with MHR Fund Management, which provide Liberty, Discovery and MHR Fund Management (together with certain of their affiliates) with certain registration rights, subject to the terms and conditions set forth therein. The Company also entered into an underwriting agreement with J.P. Morgan Securities LLC, as underwriter, Liberty, Discovery and Bank of America, N.A. in connection with a registered underwritten secondary public offering of the common shares. Among other transaction costs, the Company has incurred expenses on behalf of MHR Fund Management for certain costs related to the registration and offering of the common shares. Such costs, amounting to approximately $0.8 million, were included in general and administration expense in the consolidated statement of income for the year ended March 31, 2016. Mark H. Rachesky, the Chairman of the Board of the Company, is the principal of MHR Fund Management, which holds approximately 20.4% of the Company’s outstanding common stock as of November 1, 2016. The registration and offering were disclosed by the Company on Current Reports on Form 8-K dated November 10, 2015 and November 13, 2015.

13. Income Taxes

In the quarter ended September 30, 2016, the Company determined that a small change in its estimated pretax results for the year ending March 31, 2017 would create a large change in its expected annual effective rate. Accordingly, it was determined that a reliable estimate of the expected annual effective tax rate could not be made. As a result, the Company computed its tax provision (benefit) using the cut-off method which resulted in an income tax benefit of $53.6 million and $79.9 million for the three and six months ended September 30, 2016, respectively, based on the actual taxes attributable to its year-to-date earnings. This tax benefit is primarily related to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates in addition to the tax deductions generated by the Company's capital structure.

27

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax provision for the three and six months ended September 30, 2015 was calculated by estimating the Company's annual effective tax rate, and then applying the effective tax rate to income before income taxes for the period, along with any items that relate discretely to the period.

The Company's effective tax rate differs from the federal statutory rate, has changed from the prior period and could fluctuate significantly in the future, as the Company's effective tax rates are affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.

14. Government Assistance

Tax credits earned for film and television production activity for the three and six months ended September 30, 2016 and 2015 totaled $30.1 million and $54.2 million, respectively (2015 - $85.9 million and $103.6 million, respectively) and are recorded as a reduction of the cost of the related film and television program. Accounts receivable at September 30, 2016 includes $290.7 million with respect to tax credits receivable (March 31, 2016 - $257.1 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 have generally not been material historically.

15. Segment Information

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 September 30, 2016: 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.

28

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment information by business unit is as follows:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2016		2015			2016		2015
	(Amounts in thousands)
Segment revenues
Motion Pictures	$	464,398	$	353,929		$	826,875	$	629,317
Television Production	175,136		122,830			366,234		256,383
	$	639,534	$	476,759		$	1,193,109	$	885,700
Gross segment contribution
Motion Pictures	$	27,700	$	18,376		$	84,133	$	98,000
Television Production	20,325		9,554			38,069		32,703
	$	48,025	$	27,930		$	122,202	$	130,703
Segment general and administration
Motion Pictures	$	21,078	$	18,766		$	42,096	$	36,967
Television Production	8,233		4,521			15,034		8,903
	$	29,311	$	23,287		$	57,130	$	45,870
Segment profit (loss)
Motion Pictures	$	6,622	$	(390	)	$	42,037	$	61,033
Television Production	12,092		5,033			23,035		23,800
	$	18,714	$	4,643		$	65,072	$	84,833

Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charge, and backstopped prints and advertising ("P&A") expense. Gross segment contribution amounts for the three and six months ended September 30, 2015 reflect the reclassification of $2.9 million and $6.8 million, respectively, of backstopped P&A from Motion Pictures distribution and marketing expenses in order to be consistent with the current period presentation.

Segment profit is defined as gross segment contribution less segment general and administration expenses. The reconciliation of total segment profit to the Company’s loss before income taxes is as follows:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Company’s total segment profit	$	18,714		$	4,643		$	65,072		$	84,833
Share-based compensation expense	(21,637		)	(17,392		)	(43,817		)	(34,271		)
Restructuring and other items(1)	(10,257		)	(4,207		)	(17,688		)	(4,207		)
Non-cash imputed interest charge(2)	(340		)	—			(961		)	—
Purchase accounting and related adjustments(3)	(4,599		)	—			(10,153		)	—
Start-up losses of new business initiatives(4)	(8,748		)	(416		)	(18,318		)	(416		)
Backstopped prints and advertising expense(5)	(8,114		)	2,879			(8,258		)	6,813
General and administrative expenses for corporate and shared services	(18,837		)	(22,275		)	(36,102		)	(43,525		)
Depreciation and amortization	(4,347		)	(2,520		)	(9,963		)	(4,350		)
Operating income (loss)	(58,165		)	(39,288		)	(80,188		)	4,877
Interest expense	(15,882		)	(12,630		)	(31,116		)	(25,255		)
Interest and other income	1,231			555			2,180			1,155
Equity interests income	1,908			7,149			12,754			18,537
Loss before income taxes	$	(70,908	)	$	(44,214	)	$	(96,370	)	$	(686	)

___________________

(1) Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable, included in general and administrative expense. Amounts in the three and six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction (see Note 9) and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards (see Note 12). Amounts in the three and six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

(2) Non-cash imputed interest charge represents a charge associated with the interest cost of long-term accounts receivable for Television Production licensed product that become due beyond one-year.

(3) Purchase accounting and related adjustments in the three and six months ended September 30, 2016 represent the incremental amortization expense associated with the non-cash fair value adjustments on television assets of $3.3 million and $7.7 million, respectively, included in direct operating expense resulting from the application of purchase accounting and the charge of $1.3 million and $2.5 million, respectively, included in general and administrative expense related to the accretion of the noncontrolling interest discount (see Note 10).

(4) Start-up losses of new business initiatives represent losses associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms. In the three and six months ended September 30, 2016, $3.2 million and $5.9 million, respectively, of the start-up losses are included in the Company's consolidated general and administrative expense (2015 - $0.4 million and $0.4 million, respectively).

(5) Backstopped P&A represents the amount of theatrical marketing expense for third party titles that the Company funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A cost over the revenue streams similar to a participation expense (i.e., the P&A under these arrangements are being expensed similar to a participation cost for purposes of measuring segment profit).

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth revenues by media as broken down by segment for the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Segment revenues:
Motion Pictures
Theatrical	$	62,020	$	26,285	$	109,210	$	49,397
Home Entertainment	157,498		147,006		300,998		262,432
Television	69,326		59,883		122,663		108,325
International	168,250		107,803		282,025		192,606
Other	7,304		12,952		11,979		16,557
Total Motion Pictures revenues	$	464,398	$	353,929	$	826,875	$	629,317
Television Production
Domestic Television	154,424		87,928		307,427		146,919
International	15,916		26,439		43,651		85,839
Home Entertainment	3,246		6,462		10,025		20,541
Other	1,550		2,001		5,131		3,084
Total Television Production revenues	$	175,136	$	122,830	$	366,234	$	256,383
Total revenues	$	639,534	$	476,759	$	1,193,109	$	885,700

The following table sets forth significant assets as broken down by segment and other unallocated assets as of September 30, 2016 and March 31, 2016:

	September 30, 2016						March 31, 2016
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in thousands)
Significant assets by segment
Accounts receivable	$	477,722	$	475,529	$	953,251	$	557,532	$	491,757	$	1,049,289
Investment in films and television programs, net	954,555		374,243		1,328,798		1,092,365		385,931		1,478,296
Goodwill	294,367		240,413		534,780		294,367		240,413		534,780
	$	1,726,644	$	1,090,185	$	2,816,829	$	1,944,264	$	1,118,101	$	3,062,365
Other unallocated assets (primarily cash, other assets, and investments)					948,129						771,874
Total assets					$	3,764,958					$	3,834,239

31

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth acquisition of investment in films and television programs as broken down by segment for the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Acquisition of investment in films and television programs
Motion Pictures	$	98,131	$	129,185	$	257,501	$	364,422
Television Production	98,528		90,424		189,169		171,048
	$	196,659	$	219,609	$	446,670	$	535,470

Purchases of property and equipment amounted to $3.4 million and $6.3 million for the three and six months ended September 30, 2016, respectively, and $3.6 million and $6.9 million for the three and six months ended September 30, 2015, respectively, primarily pertaining to purchases for the Company’s corporate headquarters.

16. 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, we do not believe, based on current knowledge, that the outcome of any currently pending legal proceedings in which the Company is currently involved will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flow.

Between July 19, 2016 and August 30, 2016, seven putative class action complaints were filed by purported Starz stockholders in the Court of Chancery of the State of Delaware: Freedman v. Malone, et al., C.A. No. 12571-VCG; Oklahoma Police Pension & Retirement System v. Malone, et al., C.A. No. 12584-VCG; The Firemen’s Retirement System of St. Louis v. Malone, et al., C.A. No. 12596-VCG; City of Cambridge Retirement System v. Malone, et al., C.A. No. 12598-VCG; Norfolk County Retirement System v. Malone, et al., C.A. No. 12599-VCG; City of Providence v. Starz, et al., C.A. No. 12604; and Teamsters Local 170 Pension Fund v. Lions Gate Entertainment Corp., et al., C.A. No. 12705. The complaints name as defendants the members of the board of directors of Starz, Dr. Malone and Mr. Bennett, as well as Lions Gate and Merger Sub. Some of the complaints also name as defendants Starz, Leslie Malone, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett, Hilltop Investments, LLC (“Hilltop”), Dr. Rachesky and LionTree. The complaints allege, among other things, that the members of the Starz board of directors breached fiduciary duties owed to Starz and the holders of Starz Series A common stock in connection with the merger and the transactions contemplated by the merger agreement; that Dr. Malone (and, in one action, Mr. Bennett) is a controlling stockholder who breached fiduciary duties owed to other Starz stockholders in connection with the merger (and, in certain of the actions, by entering into the exchange agreement); and that some or all of Starz, Lions Gate, Merger Sub, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett, Hilltop, and LionTree aided and abetted such breaches of fiduciary duty. Some or all of the complaints seek, among other relief, rescission of the proposed merger, an injunction to prevent the merger from proceeding, a judgment declaring the exchange agreement is invalid and void, damages, and/or attorneys’ fees. The actions have been consolidated into In re Starz Stockholder Litigation, Consolidated C.A. No. 12584-VCG, and the plaintiffs in the consolidated action filed a verified consolidated class action complaint on August 16, 2016. On August 18, 2016, plaintiffs in the consolidated action filed a motion for expedited proceedings. On September 22, 2016, the court denied the motion.

On August 9, 2016, a putative class action complaint was filed by a purported Starz stockholder in the District Court for the City and County of Denver, Colorado: Gross v. John C. Malone, et al., 2016-CV-32873. The complaint names as defendants the members of the board of directors of Starz, Dr. Malone and Mr. Bennett, as well as Lions Gate and Merger Sub. The complaint alleges, among other things, that the members of the Starz board of directors breached fiduciary duties owed to Starz and the holders of Starz Series A common stock in connection with the merger and the transactions contemplated by the merger agreement, and that Dr. Malone, Mr. Bennett, Lions Gate, and Merger Sub aided and abetted such breaches of fiduciary duty.

On October 7, 2016, a putative class action complaint was filed by a purported Lions Gate stockholder in the Supreme Court of the State of New York for the County of Nassau: Levy v. Malone, et al., Index No. 607759/2016. The complaint names as defendants Lions Gate and the members of its board of directors. The complaint alleges, among other things, that the

32

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

members of the Lions Gate board of directors breached fiduciary duties owed to Lions Gate stockholders and/or aided and abetted breaches of fiduciary duties by others in connection with the proposed merger, and that Lions Gate and the members of its board of directors failed to disclose material information in the amended joint proxy statement/prospectus on Form S-4/A filed on September 7, 2016 in connection with the proposed merger. Defendants believe that the complaints are without merit and intend to defend the actions vigorously.

17. Consolidating Financial Information — Convertible Senior Subordinated Notes

The January 2012 4.00% Notes and the April 2013 1.25% Notes by their terms, are fully and unconditionally guaranteed by the Company. LGEI, the issuer of the January 2012 4.00% Notes and the April 2013 1.25% Notes that are guaranteed by the Company, is 100% owned by the parent company guarantor, Lions Gate Entertainment Corp.

The following tables present condensed consolidating financial information as of September 30, 2016 and March 31, 2016, and for the six months endedSeptember 30, 2016 and 2015 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.

	As of
	September 30, 2016
	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	$	1,354	$	55,329		$	49,270	$	—		$	105,953
Restricted cash	—		2,900			—		—			2,900
Accounts receivable, net	862		1,935			950,454		—			953,251
Investment in films and television programs, net	—		6,462			1,322,336		—			1,328,798
Property and equipment, net	—		36,438			6,217		—			42,655
Investments	40,072		15,526			446,689		—			502,287
Goodwill	10,172		—			524,608		—			534,780
Other assets	3,790		39,753			32,785		(5,121		)	71,207
Deferred tax assets	—		210,163			12,964		—			223,127
Subsidiary investments and advances	1,721,926		1,644,298			3,113,325		(6,479,549		)	—
	$	1,778,176	$	2,012,804		$	6,458,648	$	(6,484,670	)	$	3,764,958
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	$	297,803	$	—		$	—	$	—		$	297,803
5.25% Senior Notes	221,689		—			—		—			221,689
Term Loan	389,197		—			—		—			389,197
Accounts payable and accrued liabilities	12,383		76,082			260,225		—			348,690
Participations and residuals	—		3,528			648,066		—			651,594
Film obligations and production loans	—		—			512,678		—			512,678
Convertible senior subordinated notes	—		101,140			—		—			101,140
Deferred revenue	—		3,599			288,439		—			292,038
Intercompany payable	—		2,246,129			2,409,403		(4,655,532		)	—
Redeemable noncontrolling interest	—		—			93,025		—			93,025
Total shareholders' equity (deficiency)	857,104		(417,674		)	2,246,812		(1,829,138		)	857,104
	$	1,778,176	$	2,012,804		$	6,458,648	$	(6,484,670	)	$	3,764,958

33

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended
	September 30, 2016
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
				(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	8,823		$	1,184,286		$	—		$	1,193,109
EXPENSES:
Direct operating	6			1,464			751,714			—			753,184
Distribution and marketing	—			460			346,532			—			346,992
General and administration	1,297			92,387			70,111			(637		)	163,158
Depreciation and amortization	—			5,857			4,106			—			9,963
Total expenses	1,303			100,168			1,172,463			(637		)	1,273,297
OPERATING INCOME (LOSS)	(1,303		)	(91,345		)	11,823			637			(80,188		)
Other expenses (income):
Interest expense	22,869			114,169			91,471			(197,393		)	31,116
Interest and other income	(107,808		)	—			(91,489		)	197,117			(2,180		)
Total other expenses (income)	(84,939		)	114,169			(18		)	(276		)	28,936
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	83,636			(205,514		)	11,841			913			(109,124		)
Equity interests income (loss)	(96,890		)	24,108			13,604			71,932			12,754
INCOME (LOSS) BEFORE INCOME TAXES	(13,254		)	(181,406		)	25,445			72,845			(96,370		)
Income tax provision (benefit)	2,950			(84,516		)	11,156			(9,496		)	(79,906		)
NET INCOME (LOSS)	(16,204		)	(96,890		)	14,289			82,341			(16,464		)
Less: Net loss attributable to noncontrolling interest	—			—			—			260			260
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(16,204	)	$	(96,890	)	$	14,289		$	82,601		$	(16,204	)

	Six Months Ended
	September 30, 2016
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)				(Amounts in thousands)
NET INCOME (LOSS)	$	(16,204	)	$	(96,890	)	$	14,289		$	82,341		$	(16,464	)
Foreign currency translation adjustments, net of tax	(5,485		)	(8,901		)	(9,090		)	17,991			(5,485		)
Net unrealized gain on available-for-sale securities, net of tax	22,884			—			22,884			(22,884		)	22,884
Net unrealized gain on foreign exchange contracts, net of tax	(2,986		)	—			(2,986		)	2,986			(2,986		)
COMPREHENSIVE INCOME (LOSS)	(1,791		)	(105,791		)	25,097			80,434			(2,051		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			—			260			260
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(1,791	)	$	(105,791	)	$	25,097		$	80,694		$	(1,791	)

34

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended
	September 30, 2016
	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	$	(85,736	)	$	32,731		$	247,403		$	—	$	194,398
INVESTING ACTIVITIES:
Investment in equity method investees	—			(1,000		)	(4,344		)	—		(5,344		)
Distributions from equity method investees	—			—			2,263			—		2,263
Purchases of property and equipment	—			(4,493		)	(1,808		)	—		(6,301		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(5,493		)	(3,889		)	—		(9,382		)
FINANCING ACTIVITIES:
Senior revolving credit facility - borrowings	454,000			—			—			—		454,000
Senior revolving credit facility - repayments	(314,000		)	—			—			—		(314,000		)
Production loans - borrowings	—			—			152,296			—		152,296
Production loans - repayments	—			—			(373,726		)	—		(373,726		)
Dividends paid	(26,819		)	—			—			—		(26,819		)
Distributions to noncontrolling interest	—			—			(3,309		)	—		(3,309		)
Exercise of stock options	500			—			—			—		500
Tax withholding required on equity awards	(27,253		)	—			—			—		(27,253		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	86,428			—			(224,739		)	—		(138,311		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	692			27,238			18,775			—		46,705
FOREIGN EXCHANGE EFFECTS ON CASH	8			—			1,498			—		1,506
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	654			28,091			28,997			—		57,742
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	1,354		$	55,329		$	49,270		$	—	$	105,953

35

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	As of
	March 31, 2016
	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	$	654	$	28,091		$	28,997	$	—		$	57,742
Restricted cash	—		2,906			—		—			2,906
Accounts receivable, net	676		1,579			1,047,034		—			1,049,289
Investment in films and television programs, net	—		6,407			1,471,889		—			1,478,296
Property and equipment, net	—		36,171			7,213		—			43,384
Investments	40,072		15,354			408,920		—			464,346
Goodwill	10,172		—			524,608		—			534,780
Other assets	314		42,143			32,015		(5,397		)	69,075
Deferred tax assets	1,502		121,725			11,194		—			134,421
Subsidiary investments and advances	1,584,187		1,518,348			3,094,974		(6,197,509		)	—
	$	1,637,577	$	1,772,724		$	6,626,844	$	(6,202,906	)	$	3,834,239
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	$	156,136	$	—		$	—	$	—		$	156,136
5.25% Senior Notes	220,796		—			—		—			220,796
Term Loan	388,207		—			—		—			388,207
Accounts payable and accrued liabilities	22,165		89,903			265,630		—			377,698
Participations and residuals	—		3,663			603,695		—			607,358
Film obligations and production loans	—		—			715,018		—			715,018
Convertible senior subordinated notes	—		99,984			—		—			99,984
Deferred revenue	—		4,833			323,411		—			328,244
Intercompany payable	—		1,906,899			2,415,792		(4,322,691		)	—
Redeemable noncontrolling interest	—		—			90,525		—			90,525
Total shareholders' equity (deficiency)	850,273		(332,558		)	2,212,773		(1,880,215		)	850,273
	$	1,637,577	$	1,772,724		$	6,626,844	$	(6,202,906	)	$	3,834,239

36

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended
	September 30, 2015
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	14,215		$	872,182		$	(697	)	$	885,700
EXPENSES:
Direct operating	597			(163		)	522,686			—			523,120
Distribution and marketing	—			3,530			221,534			—			225,064
General and administration	3,042			78,875			47,197			(825		)	128,289
Depreciation and amortization	—			3,747			603			—			4,350
Total expenses	3,639			85,989			792,020			(825		)	880,823
OPERATING INCOME (LOSS)	(3,639		)	(71,774		)	80,162			128			4,877
Other expenses (income):
Interest expense	18,294			107,134			83,947			(184,120		)	25,255
Interest and other income	(101,066		)	(316		)	(83,639		)	183,866			(1,155		)
Total other expenses (income)	(82,772		)	106,818			308			(254		)	24,100
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	79,133			(178,592		)	79,854			382			(19,223		)
Equity interests income (loss)	(80,554		)	96,699			20,298			(17,906		)	18,537
INCOME (LOSS) BEFORE INCOME TAXES	(1,421		)	(81,893		)	100,152			(17,524		)	(686		)
Income tax provision (benefit)	(36		)	(1,339		)	2,516			(442		)	699
NET INCOME (LOSS)	(1,385		)	(80,554		)	97,636			(17,082		)	(1,385		)
Less: Net loss attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(1,385	)	$	(80,554	)	$	97,636		$	(17,082	)	$	(1,385	)

	Six Months Ended
	September 30, 2015
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)	(Amounts in thousands)
NET INCOME (LOSS)	$	(1,385	)	$	(80,554	)	$	97,636		$	(17,082	)	$	(1,385	)
Foreign currency translation adjustments, net of tax	1,993			3,136			(2,162		)	(974		)	1,993
Net unrealized gain on available-for-sale securities, net of tax	12,002						12,002			(12,002		)	12,002
Net unrealized gain on foreign exchange contracts, net of tax	2,994			—			2,994			(2,994		)	2,994
COMPREHENSIVE INCOME (LOSS)	$	15,604		$	(77,418	)	$	110,470		$	(33,052	)	$	15,604
Less: Comprehensive loss attributable to noncontrolling interest	—			—			—			—			—
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	15,604		$	(77,418	)	$	110,470		$	(33,052	)	$	15,604

37

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended
	September 30, 2015
	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	$	42,018		$	53,149		$	(263,775	)	$	—	$	(168,608	)
INVESTING ACTIVITIES:
Investment in equity method investees	—			—			(3,659		)	—		(3,659		)
Purchases of property and equipment	—			(6,765		)	(115		)	—		(6,880		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(6,765		)	(3,774		)	—		(10,539		)
FINANCING ACTIVITIES:
Term Loan - borrowings, net of deferred financing costs of $964	24,036			—			—			—		24,036
Convertible senior subordinated notes - repurchases	—			(5		)	—			—		(5		)
Production loans - borrowings	—			—			370,945			—		370,945
Production loans - repayments	—			—			(112,474		)	—		(112,474		)
Dividends paid	(20,563		)	—			—			—		(20,563		)
Excess tax benefits on equity-based compensation awards	—			—			—			—		—
Exercise of stock options	4,453			—			—			—		4,453
Tax withholding required on equity awards	(18,983		)	—			—			—		(18,983		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(11,057		)	(5		)	258,471			—		247,409
NET CHANGE IN CASH AND CASH EQUIVALENTS	30,961			46,379			(9,078		)	—		68,262
FOREIGN EXCHANGE EFFECTS ON CASH	—			—			(542		)	—		(542		)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	3,499			47,290			51,908			—		102,697
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	34,460		$	93,669		$	42,288		$	—	$	170,417

38

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

18. Derivative Instruments and Hedging Activities

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses and tax credit receivables denominated in various foreign currencies. As of September 30, 2016, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 18 months from September 30, 2016):

September 30, 2016
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£0.9	in exchange for		$1.2	£0.71
Australian Dollar		A$56.8	in exchange for		$50.6	A$1.12
Canadian Dollar		C$24.6	in exchange for		$18.8	C$1.31

Changes in the fair value representing a net unrealized fair value gain (loss) on foreign exchange contracts that qualified as effective hedge contracts outstanding during the three and six months ended September 30, 2016 were losses, net of tax, of $0.4 million and $3.0 million, respectively (2015 - gains, net of tax, of $3.0 million and $3.0 million, respectively), and are included in accumulated other comprehensive loss, a separate component of shareholders’ equity. Changes in the fair value representing a net unrealized fair value loss on foreign exchange contracts that did not qualify as effective hedge contracts outstanding during the three months and six months ended September 30, 2016 were nil and $0.4 million, respectively (2015 - gain of nil and $0.1 million, respectively) and are included in direct operating expenses in the accompanying unaudited condensed consolidated statements of operations. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions.

As of September 30, 2016, $7.1 million was included in other assets and $0.2 million in accounts payable and accrued liabilities (March 31, 2016 - $9.4 million in other assets and $0.7 million in accounts payable and accrued liabilities) in the accompanying unaudited condensed consolidated balance sheets related to the Company's use of foreign currency derivatives. The Company classifies its forward foreign exchange contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

During the three and six months ended September 30, 2016, the Company reclassified a loss of $0.6 million and a gain of $2.9 million, respectively, out of accumulated other comprehensive loss into earnings. As of September 30, 2016, based on the current release schedule, the Company estimates approximately $1.1 million of gains associated with cash flow hedges in accumulated other comprehensive loss to be reclassified into earnings during the one-year period ending September 30, 2017.  

19. Supplementary Cash Flow Statement Information

The supplemental schedule of non-cash financing activities for the six months endedSeptember 30, 2015 is presented below (none in the six months ended September 30, 2016).

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands)
Non-cash financing activities:
Accrued dividends (see Note 12)	$	13,200
Conversions of convertible senior subordinated notes (see Note 5)	$	16,162

There were no significant non-cash investing activities for the six months ended September 30, 2016 and 2015.

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20. Subsequent Events

At the time of the Merger Agreement (June 30, 2016), Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.

On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.

On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.

The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.

The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility, currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.

ITEM 2.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 premier next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games, and location-based entertainment. Although our business is both global and diverse, we classify our operations through two reporting segments: Motion Pictures and Television Production.

Starz Transaction

Starz Transaction. On June 30, 2016, Lionsgate and Starz entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value (the "Starz Transaction"). Under the terms of the Merger Agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect the reclassification of its capital stock, pursuant to which each existing Lionsgate common share will be converted into 0.5 shares of a newly issued class of Lionsgate Class A voting shares and 0.5 shares of a newly issued class of Lionsgate Class B non-voting shares, subject to the terms and conditions of the Merger Agreement. Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock will be converted into the right to receive $18.00 in cash and 0.6784 of a share of Lionsgate Class B non-voting shares, and (b) each share of Starz Series B common stock will be converted into the right to receive $7.26 in cash, 0.6321 of a share of Lionsgate Class B non-voting shares and 0.6321 of a share of Lionsgate Class A voting shares, in each case, subject to the terms and conditions of the Merger Agreement. The total enterprise value of Starz based on the estimated value of purchase price consideration is approximately $4.4 billion, including cash, equity and Starz debt to be assumed. The Merger Agreement has been approved by the boards of directors of Lionsgate and Starz and will be submitted to their respective shareholders for approval as well as to regulatory authorities.

At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.

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On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.

On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.

The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.

The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.

In connection with the Merger Agreement, on June 30, 2016, Lions Gate entered into a Stock Exchange Agreement (the "Starz Exchange Agreement") with Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lions Gate Entertainment Corp. ("Merger Sub") and certain stockholders of Starz (the "Exchange Stockholders"), pursuant to which, if the Merger Agreement is terminated (1) by Lionsgate because Starz' board of directors changes its recommendation in favor of the transactions (2) by Starz in order to enter into a superior transaction or (3) by either party because Starz' stockholders fail to approve the transactions, then the Exchange Stockholders will sell to Merger Sub all shares of Starz Series B Common Stock held by the Exchange Stockholders (the "Starz Exchange Shares"), which as of June 30, 2016 constituted approximately 69.9% of the total voting power of the issued and outstanding shares of Starz Series B Common Stock, in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued shares of Lionsgate Common Stock (the "Lions Gate Exchange Shares"). At the election of Dr. John C. Malone, or if Lionsgate should fail to receive the required stockholder approval to issue the Lions Gate Exchange Shares, the Exchange Stockholders will instead receive per share consideration of $36.30 in cash for each Starz Exchange Share. Lions Gate plans to seek such required stockholder approval at the same meeting where it will seek the required approvals pursuant to the Merger Agreement.

The Merger Agreement contains certain termination rights for Lions Gate and Starz. The Merger Agreement can be terminated by either party (1) by mutual written consent; (2) if the Merger has not been consummated by an outside date of December 31, 2016 (which either party may generally extend to March 31, 2017 if the only closing condition that would not have been met was related to the receipt of certain regulatory approvals); (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Merger; (4) if either party’s stockholders fail to approve the transactions; (5) if the other party’s board of directors changes its recommendation in favor of the transactions; (6) if the other party materially breaches its non-solicitation covenant; or (7) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. The Merger Agreement can also be terminated by Starz (x) in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement) or (y) if Lions Gate fails to consummate the Merger when otherwise required because of a failure to receive its debt financing.

Subject to the terms and conditions of the Merger Agreement, Starz will pay Lions Gate a termination fee of $150 million if (1) Starz terminates the Merger Agreement in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement), (2) Lions Gate terminates the Merger Agreement because Starz’ board of directors changes its recommendation in favor of the transactions, (3) Lions Gate terminates the Merger Agreement because Starz materially breaches its non-solicitation covenant or (4) (a) an alternative transaction proposal is made to Starz, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Starz’ stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (ii) by either party because Starz’ stockholders fail to approve the transactions or (iii) by Lions Gate because Starz has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Starz enters into or consummates an alternative transaction.

Subject to the terms and conditions of the Merger Agreement, Lions Gate will pay Starz (1) a termination fee of $150 million if either party terminates the Merger Agreement because Lions Gate’s stockholders fail to approve the transactions, (2) a termination fee of $175 million if Starz terminates the Merger Agreement because Lions Gate’s board of directors changes its recommendation in favor of the transactions or because Lions Gate materially breaches its non-solicitation covenant, (3) a termination fee of $250 million if Starz terminates the Merger Agreement because Lions Gate fails to consummate the Merger

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when it would otherwise be required because of a failure to receive the debt financing and (4) a termination fee of $175 million if (a) an alternative transaction proposal is made to Lions Gate, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Lions Gate’s stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Starz), (ii) by either party because Lions Gate’s stockholders fail to approve the transactions or (iii) by Starz because Lions Gate has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Lions Gate enters into or consummates an alternative transaction.

A description of the Merger Agreement and other transactional documents was disclosed by the Company on a Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 1, 2016. On August 1, 2016, the Company filed a Form S-4 Registration Statement with the SEC, as amended, which includes detailed information regarding the merger.

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 United Kingdom and other foreign countries. None of the non-U.S. countries individually comprised greater than 10% of total revenues for the three and six months ended September 30, 2016 and 2015.

Motion Pictures

Our Motion Picturessegment includes revenues derived from the following:

• Theatrical. Theatrical revenues are derived from the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by us directly in the U.S. and through a sub-distributor in Canada). The revenues from Canada are reported net of distribution fees and release expenses of the Canadian sub-distributor. The financial terms that we negotiate with our theatrical exhibitors in the U.S. generally provide that we receive a percentage of the box office results and are negotiated on a picture-by-picture basis.

• Home Entertainment. Home Entertainment revenues are derived from the sale or rental of our film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms. In addition, we have revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, we share in the rental or sales revenues generated by the platform on a title-by-title basis. We categorize our Home Entertainment revenue as follows:

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

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

• Television. Television revenues are primarily derived from the licensing of our theatrical productions and acquired films to the linear pay, basic cable and free television markets.

• International. International revenues are derived from the licensing of our productions, acquired films, our catalog product and libraries of acquired titles from our international subsidiaries to international distributors, on a territory-by-territory basis. International revenues also includes revenues from the direct distribution of our productions, acquired films, and our catalog product and libraries of acquired titles in the United Kingdom.

• Motion Pictures - Other. Other revenues are derived from, among others, our interactive ventures and games division, our global franchise management and strategic partnerships division (which includes location-based entertainment), the sales and licensing of music from the theatrical exhibition of our films and the television broadcast of our productions, and from the licensing of our films and television programs to ancillary markets.

Television Production

Our Television Production segment includes revenues derived from the following:

• Domestic Television. Domestic television revenues are derived from the licensing and syndication to domestic markets of one-hour and half-hour scripted and unscripted series, television movies, mini-series and non-fiction programming.

• International. International revenues are derived from the licensing and syndication to international markets of one-hour and half-hour scripted and unscripted series, television movies, mini-series and non-fiction programming.

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• Home Entertainment. Home entertainment revenues are derived from the sale or rental of television production movies or series on packaged media and through digital media platforms. Home entertainment revenue consists of packaged media revenue and digital media revenue.

• Television Production - Other. Other revenues are derived from, among others, product integration in our television episodes and programs, the sales and licensing of music from the television broadcasts of our productions, and from the licensing of our television programs to ancillary markets.

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 or television program to parties associated with the film or television program, including producers, writers, directors or actors. Residuals represent amounts payable to various unions or “guilds” such as the SAG - AFTRA, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program 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.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") 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 in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on May 25, 2016.

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 current year expected to be recognized from exploitation, exhibition or sale of such film or television program. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic television series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For previously released films or television programs acquired as part of a library, ultimate revenue includes estimates over a period not to exceed twenty 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,

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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 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. 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. In determining the fair value of our films and television programs, we employ 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 our weighted average cost of capital 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 we plan 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 (as defined in Note 8 to our unaudited condensed consolidated financial statements). 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 our future revenue estimates.

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 and 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, including digital and EST arrangements, such as download-to-own, download-to-rent, video-on-demand, and subscription video-on-demand, revenue is recognized when we are entitled to receipts and such receipts are determinable. Revenues from television or digital licensing for fixed fees 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. 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 DVDs/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 $1.3 million and $2.4 million on our

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total revenue in the three and six months ended September 30, 2016, respectively (2015 - $1.3 million and $2.2 million, 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 related to net operating loss carryforwards and certain temporary differences, net of applicable reserves. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise 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. 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. 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.

Our quarterly income tax provision (benefit) and our corresponding annual effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, except in circumstances as described in the following paragraph, we estimate the annual effective tax rate based on projected taxable income for the full year and record a quarterly tax provision in accordance with the expected annual effective tax rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected annual effective tax rate for the year. When this occurs, we adjust our income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision reflects the expected annual effective tax rate. Significant judgment is required in determining our annual effective tax rate and in evaluating our tax positions.

When a small change in our estimated pretax results would create a large change in our expected annual effective rate such that a reliable estimate of the expected annual effective tax rate cannot be made, as was the case for the quarter ended September 30, 2016, we calculate the income tax provision (benefit) using the cut-off method.

Our effective tax rates differ from the federal statutory rate and are affected by many factors, including the overall level of pre-tax income, mix of our pre-tax income generated across the various jurisdictions in which we operate, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on our deferred tax assets, tax planning strategies available to us and other discrete items.

Goodwill. Goodwill is reviewed 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, 2016 by first assessing qualitative factors to determine whether it was necessary to perform the two-step annual goodwill impairment test. Based on our qualitative assessments, including but not limited to, the results of our most recent quantitative impairment test, consideration of macroeconomic conditions, industry and market conditions, cash flows, and changes in our share price, we concluded that it was more likely than not that the fair value of our reporting units was greater than their carrying value.

Consolidation. We consolidate entities in which we own more than 50% of the voting common stock and control operations and also variable interest entities for which we are the primary beneficiary. Investments in nonconsolidated affiliates in which we own more than 20% of the voting common stock or otherwise exercise significant influence over operating and financial policies, but not control of the nonconsolidated affiliate, are accounted for using the equity method of accounting. Investments in nonconsolidated affiliates in which we own less than 20% of the voting common stock are accounted for using the cost method of accounting.

Business Combinations. We account for our business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair

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value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items.

Recent Accounting Pronouncements

See Note 1 to the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.

.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015

The following table sets forth segment information by business unit, and as a percentage of segment revenues, for the three months ended September 30, 2016 and 2015. Due to the November 2015 acquisition of Pilgrim Media Group, LLC ("Pilgrim Media Group"), the three months ended September 30, 2016 includes the results of operations from Pilgrim Media Group within the Television Production segment, as compared to the three months ended September 30, 2015, which do not include the results of operations of Pilgrim Media Group (see Note 9 to our unaudited condensed consolidated financial statements).The revenue from Pilgrim Media Group titles was $43.0 million for the three months ended September 30, 2016.

	Three Months Ended
	September 30,
	2016				2015				Increase (Decrease)
	Amount		% of Segment Revenues		Amount		% of Segment Revenues		Amount		Percent
	(Amounts in millions)
Segment revenues
Motion Pictures	$	464.4			$	354.0			$	110.4	31.2	%
Television Production	175.1				122.8				52.3		42.6	%
	$	639.5			$	476.8			$	162.7	34.1	%
Gross segment contribution(1)
Motion Pictures	$	27.7	6.0	%	$	18.4	5.2	%	$	9.3	50.5	%
Television Production	20.3		11.6		9.6		7.8		10.7		111.5	%
	$	48.0	7.5	%	$	28.0	5.9	%	$	20.0	71.4	%

_________________________________________

(1) Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charges, and backstopped prints and advertising ("P&A") expense (see Note 15 to our unaudited condensed consolidated financial statements). Gross segment contribution amounts for the three months ended September 30, 2015 reflect the reclassification of certain distribution and marketing expenses in order to be consistent with the current period presentation (see Distribution and Marketing Expenses below).

A significant 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 three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Home Entertainment Revenue
Motion Pictures	$	157.5	$	147.0	$	10.5		7.1	%
Television Production	3.2		6.5		(3.3		)	(50.8	)%
	$	160.7	$	153.5	$	7.2		4.7	%

47

Motion Pictures Revenue

The table below sets forth Motion Pictures revenue by media for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Motion Pictures
Theatrical	$	62.0	$	26.3	$	35.7		135.7	%
Home Entertainment	157.5		147.0		10.5			7.1	%
Television	69.3		59.9		9.4			15.7	%
International	168.3		107.8		60.5			56.1	%
Other	7.3		13.0		(5.7		)	(43.8	)%
	$	464.4	$	354.0	$	110.4		31.2	%

48

Motion Pictures — Theatrical Revenue

The following table sets forth the components of theatrical revenue by product category for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount		Percent
	(Amounts in millions)
Theatrical revenues
Feature Film(1)	$	54.6	$	20.8	$	33.8	162.5	%
Managed Brands(2)	2.8		1.5		1.3		86.7	%
Other(3)	4.6		4.0		0.6		15.0	%
	$	62.0	$	26.3	$	35.7	135.7	%

___________________

n/m - Percentage not meaningful.

(1) Feature Film includes releases through our Lionsgate and Summit Entertainment film labels, which includes films developed and produced in-house, films co-developed and co-produced and films acquired from third parties.

(2) Managed Brands represents direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases. These theatrical releases included releases through our specialty films distribution labels, Lionsgate Premiere, and through CodeBlack Films, and with our equity method investee, Roadside Attractions.

(3) Represents certain specialty theatrical releases with our equity method investee, Pantelion Films, and other titles.

The following table sets forth the titles that represented a significant portion of theatrical revenue for the three months ended September 30, 2016 and 2015, respectively:

Three Months Ended September 30,
2016		2015
	Theatrical Release Date		Theatrical Release Date
Feature Film:		Feature Film:
Fiscal 2017 Theatrical Slate:		Fiscal 2016 Theatrical Slate:
Deepwater Horizon	September 2016	Sicario	September 2015
Blair Witch	September 2016	Shaun the Sheep Movie	August 2015
The Wild Life	September 2016	American Ultra	August 2015
Mechanic: Resurrection	August 2016
Hell or High Water	August 2016
Nerve	July 2016
Café Society	July 2016
Now You See Me 2	June 2016

Theatrical revenue of $62.0 millionincreased$35.7 million, or 135.7%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily driven by the performance of the films released in the current quarter and the greater number of films released in the current quarter as compared to the prior year's quarter. Deepwater Horizon was released on September 30, 2016, and therefore its contribution to revenues in the current quarter was limited to one day.

Motion Pictures — Home Entertainment Revenue

The following table sets forth our feature film titles released on home entertainment in the three months ended September 30, 2016 and 2015, in addition to other titles which contributed a significant amount of home entertainment revenue in the current and prior year's quarter, respectively:

49

Three Months Ended September 30,
2016		2015
	Packaged Media Release Date		Packaged Media Release Date
Feature Film:		Feature Film:
Fiscal 2017 Theatrical Slate:		Fiscal 2016 Theatrical Slate:
Now You See Me 2	September 2016	The Age of Adaline	September 2015
Criminal	July 2016	Child 44	August 2015
Fiscal 2016 Theatrical Slate:		Fiscal 2015 Theatrical Slate:
The Divergent Series: Allegiant	July 2016	The Divergent Series: Insurgent	August 2015
Gods of Egypt	May 2016	The D.U.F.F.	June 2015
The Choice	May 2016	Prior Theatrical Slates:
Dirty Grandpa	May 2016	Divergent	August 2014
Managed Brands:		Managed Brands:
Marauders	September 2016	Love & Mercy	September 2015
The Perfect Match	July 2016	Ex Machina	July 2015
I am Wrath	July 2016	Maggie	July 2015

The following table sets forth the components of home entertainment revenue by product category for the three months ended September 30, 2016 and 2015:

	Three Months Ended September 30,
	2016						2015						Total Increase (Decrease)
	Packaged Media		Digital Media(1)		Total		Packaged Media		Digital Media(1)		Total
					(Amounts in millions)
Home entertainment revenues(2)
Feature Film:
Fiscal 2017 Theatrical Slate	$	24.0	$	5.2	$	29.2	$	—	$	—	$	—	$	29.2
Fiscal 2016 Theatrical Slate	21.0		32.2		53.2		10.2		1.3		11.5		41.7
Fiscal 2015 Theatrical Slate	2.1		2.1		4.2		33.9		24.3		58.2		(54.0		)
Prior Theatrical Slates	10.0		7.5		17.5		14.0		8.3		22.3		(4.8		)
Total Feature Film	57.1		47.0		104.1		58.1		33.9		92.0		12.1
Managed Brands	33.2		18.7		51.9		37.7		15.9		53.6		(1.7		)
Other	0.7		0.8		1.5		0.5		0.9		1.4		0.1
	$	91.0	$	66.5	$	157.5	$	96.3	$	50.7	$	147.0	$	10.5

 ___________________

(1) Digital media revenue consists of revenues generated from pay-per-view and video-on-demand platforms, EST, and digital rental.

(2) Certain amounts in the prior year's quarter have been reclassified between product types in order to be consistent with the current quarter classification.

Home entertainment revenue of $157.5 millionincreased$10.5 million, or 7.1%, in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015. The increase was primarily driven by the performance of our Feature Film titles released on packaged media and digital media in the current quarter as compared to the prior year's quarter. In particular, the successful performance of Now You See Me 2 in the current quartermore than offset a decrease in packaged media revenues from the performance of The Divergent Series: Allegiant in the current quarter as compared to the performance of The Divergent Series: Insurgent in the prior year's quarter. The slight decrease in Managed Brands was primarily due to revenues generated in this category from the titles listed in the table above in the current quarter, as compared to the prior year quarter.

50

Motion Pictures — Television Revenue

The following table sets forth the titles contributing significant motion pictures television revenue for the three months ended September 30, 2016 and 2015:

Three Months Ended September 30,
2016	2015
Feature Film:	Feature Film:
Fiscal 2016 Theatrical Slate:	Fiscal 2015 Theatrical Slate:
The Hunger Games: Mockingjay - Part 2	The Hunger Games: Mockingjay - Part 1
Norm of the North
Prior Theatrical Slates:	Prior Theatrical Slates:
Divergent	Now You See Me
The Expendables 2	The Twilight Saga: Breaking Dawn - Part 2
Meet the Browns
Rambo	Managed Brands:
The Single Moms Club	Kevin Hart: Let Me Explain

The following table sets forth the components of television revenue by product category for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Television revenues(1)
Feature Film:
Fiscal 2016 Theatrical Slate	$	18.7	$	—	$	18.7		n/m
Fiscal 2015 Theatrical Slate	1.0		14.7		(13.7		)	(93.2	)%
Prior Theatrical Slates	41.2		34.0		7.2			21.2	%
Total Feature Film	60.9		48.7		12.2			25.1	%
Managed Brands	7.5		11.0		(3.5		)	(31.8	)%
Other	0.9		0.2		0.7			350.0	%
	$	69.3	$	59.9	$	9.4		15.7	%

___________________

n/m - Percentage not meaningful.

(1) Certain amounts in the prior year's quarter have been reclassified between product types in order to be consistent with the current quarter classification.

Television revenue increased in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, due primarily to a greater number of titles with television windows opening in the current quarter from our feature films, and in particular from our Prior Theatrical Slates.

Motion Pictures — International Revenue

The following table sets forth the titles contributing significant motion pictures international revenue for the three months ended September 30, 2016 and 2015:

51

Three Months Ended September 30,
2016	2015
Feature Film:	Feature Film:
Fiscal 2017 Theatrical Slate:	Fiscal 2016 Theatrical Slate:
Deepwater Horizon	Child 44
Nerve	Sicario
Now You See Me 2
Fiscal 2016 Theatrical Slate:	Fiscal 2015 Theatrical Slate:
The Divergent Series: Allegiant	The Divergent Series: Insurgent
The Hunger Games: Mockingjay - Part 2	The Hunger Games: Mockingjay - Part 1
UK Third Party Product:	UK Third Party Product:
London Has Fallen	A Little Chaos

The following table sets forth the components of international revenue by product category for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
International revenues(1)
Feature Film:
Fiscal 2017 Theatrical Slate	$	80.2	$	—	$	80.2		n/m
Fiscal 2016 Theatrical Slate	47.3		22.5		24.8			110.2	%
Fiscal 2015 Theatrical Slate	2.6		47.3		(44.7		)	(94.5	)%
Prior Theatrical Slates	8.4		12.8		(4.4		)	(34.4	)%
Total Feature Film	138.5		82.6		55.9			67.7	%
UK Third Party Product(2)	17.4		18.6		(1.2		)	(6.5	)%
Managed Brands	9.5		4.7		4.8			102.1	%
Other	2.9		1.9		1.0			52.6	%
	$	168.3	$	107.8	$	60.5		56.1	%

___________________

n/m - Percentage not meaningful.

(1) Certain amounts in the prior year's quarter have been reclassified between product types in order to be consistent with the current quarter classification. 

(2) UK Third Party Product represents titles acquired separately for self-distribution in the U.K. territory.

International motion pictures revenue increased in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, primarily due to higher revenue from our feature films, and in particular, a significant contribution from Now You See Me 2 in the current quarter.

52

Television Production Revenue

The following table sets forth the components and the changes in the components of revenue that make up television production revenue for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Television Production
Domestic Television	$	154.4	$	87.9	$	66.5		75.7	%
International	15.9		26.4		(10.5		)	(39.8	)%
Home Entertainment
Digital	2.3		5.3		(3.0		)	(56.6	)%
Packaged Media	0.9		1.2		(0.3		)	(25.0	)%
Total Home Entertainment	3.2		6.5		(3.3		)	(50.8	)%
Other	1.6		2.0		(0.4		)	(20.0	)%
	$	175.1	$	122.8	$	52.3		42.6	%

Television Production - Domestic Television

Domestic television revenue increased in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, primarily due to $43.0 million of domestic television revenue from Pilgrim Media Group, acquired on November 12, 2015, and to a lesser extent, the mix of titles contributing revenue in the current quarter as compared to the prior year's quarter. Television episodes delivered for original exhibition during the three months ended September 30, 2016 and 2015 included the episode deliveries as shown in the tables below:

		Three Months Ended				Three Months Ended
		September 30, 2016				September 30, 2015
		Episodes	Hours			Episodes	Hours
Casual - Season 2	1/2 hr	5	2.5	Casual - Season 1	1/2hr	9	4.5
Feed The Beast - Season 1	1hr	3	3.0	Manhattan - Season 2	1hr	5	5.0
Graves	1/2 hr	4	2.0	Monica the Medium - Season 1	1hr	10	10.0
Guilt - Season 1	1hr	6	6.0	Nashville - Season 4	1hr	2	2.0
Orange Is The New Black - Season 5	1hr	2	2.0	Orange Is The New Black - Season 4	1hr	4	4.0
Other(1)	1/2hr	25	12.5	Other(1)	1/2hr & 1hr	14	7.5
		45	28.0			44	33.0

______________________

(1) Other in the three months ended September 30, 2016 includes episodes delivered for Flea Market Flip (Season 8),Nightcap (Season 1), and Holey Foley (Season 1), among others. Other in the three months ended September 30, 2015 includes episodes delivered for DeSean Jackson: Home Team (Season 1), Flea Market Flip (Season 6), and Guilt.

In addition to the titles mentioned in the table above, significant domestic television revenue was contributed in the three months ended September 30, 2016 from Family Feud (Season 9), House of Payne, The Wendy Williams Show (Season 7), Celebrity Name Game (Season 2), and Anger Management, and from The Runner (Season 1), The Ultimate Fighter (Season 24), Wicked Tuna: Outer Banks (Season 3), Bring It! (Season 3) and Fast N' Loud (Season 4) as a result of the acquisition of Pilgrim Media Group. In the three months ended September 30, 2015, in addition to the titles mentioned in the table above, significant domestic television revenue was contributed from Family Feud (Season 8), The Wendy Williams Show (Season 6), Celebrity Name Game (Season 1), and Anger Management.

53

Television Production - International Revenue

International revenue in the three months ended September 30, 2016decreased as compared to the three months ended September 30, 2015, primarily driven by contributions in the prior year's quarter from Orange Is the New Black (Seasons 1 - 4), which compared to revenue in the current quarter from Orange Is the New Black (Season 5) and Casual (Season 2).

Television Production - Home Entertainment Revenue

The decrease in home entertainment revenue is primarily due to a decrease in digital media revenue in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, driven by contributions in the prior year's quarter from Orange Is The New Black (Season 1) and Mad Men (Season 7).

Direct Operating Expenses

The following table sets forth direct operating expenses by segment for the three months ended September 30, 2016 and 2015:

	Three Months Ended									Three Months Ended
	September 30, 2016									September 30, 2015
	Motion Pictures			Television Production			Total			Motion Pictures			Television Production			Total
	(Amounts in millions)
Direct operating expenses
Amortization of films and television programs	$	175.8		$	113.6		$	289.4		$	129.3		$	71.5		$	200.8
Participation and residual expense	54.6			34.6			89.2			55.1			32.3			87.4
Provision for doubtful accounts and foreign exchange losses	1.5			—			1.5			3.4			1.2			4.6
	231.9			148.2			380.1			187.8			105.0			292.8
Other(1)	—			—			6.8			—			—			—
Total direct operating expenses	$	231.9		$	148.2		$	386.9		$	187.8		$	105.0		$	292.8
Direct operating expenses as a percentage of segment revenues	49.9		%	84.6		%	60.5		%	53.1		%	85.5		%	61.4		%

______________________

(1) Other direct operating expenses primarily consist of the incremental amortization expense of the purchase accounting fair value adjustments on television assets related to the acquisition of Pilgrim Media Group, and direct operating costs related to our new direct-to-consumer business initiatives including our subscription video-on-demand platforms.

Direct operating expenses of the Motion Pictures segment of $231.9 million for the three months ended September 30, 2016 were 49.9% of motion pictures revenue, compared to $187.8 million, or 53.1% of motion pictures revenue for the three months ended September 30, 2015. The increase in direct operating expenses of $44.1 million is primarily due to an increase in motion pictures revenue in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015. The decrease in direct operating expenses as a percentage of motion pictures revenue was primarily driven by the lower amortization rates in the current quarter of our Fiscal 2017 Theatrical Slate as compared to the amortization rates in the prior year's quarter of our Fiscal 2016 Theatrical Slate. Included in direct operating expenses are investment in film write-downs of approximately $4.4 million in the three months ended September 30, 2016, compared to approximately $7.8 million in the three months ended September 30, 2015. Foreign exchange losses in the three months ended September 30, 2016 decreased compared to the three months ended September 30, 2015, and a slight benefit for doubtful accounts in the three months ended September 30, 2016 compared to a provision for doubtful accounts in the three months ended September 30, 2015.

Direct operating expenses of the Television Production segment of $148.2 million for the three months ended September 30, 2016 were 84.6% of television revenue, compared to $105.0 million, or 85.5%, of television revenue for the three months ended September 30, 2015. The increase in direct operating expense is primarily due to an increase in television production revenue. The slight decrease in direct operating expenses as a percentage of television production revenue is primarily due to the mix of titles generating revenue in the current quarter as compared to the prior year's quarter.

54

Distribution and Marketing Expenses

The following table sets forth distribution and marketing expenses by segment for the three months ended September 30, 2016 and 2015:

	Three Months Ended						Three Months Ended
	September 30, 2016						September 30, 2015
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in millions)
Distribution and marketing expenses
Theatrical	$	144.0	$	—	$	144.0	$	91.8	$	—	$	91.8
Home Entertainment	36.2		0.9		37.1		36.0		1.6		37.6
International	21.8		2.0		23.8		15.4		2.6		18.0
Television	2.5		4.1		6.6		4.5		4.1		8.6
	204.5		7.0		211.5		147.7		8.3		156.0
Other(1)	—		—		10.5		—		—		(2.9		)
Total distribution and marketing expenses	$	204.5	$	7.0	$	222.0	$	147.7	$	8.3	$	153.1

___________________

(1) Other distribution and marketing expenses in the three months ended September 30, 2016 consist of distribution and marketing costs related to our new direct-to-consumer business initiatives, including our subscription video-on-demand platforms, and backstopped P&A expense. Backstopped P&A expense represents the amount of theatrical marketing expense for third party titles that we funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A costs over the revenue streams similar to a participation expense. We do not consider these costs part of segment distribution and marketing expense and have reclassified the prior year quarter's amount of $2.9 million of backstopped P&A from the Motion Pictures segment to Other to be consistent with the current quarter presentation.

The majority of distribution and marketing expenses relate to the Motion Pictures segment. Theatrical P&A in the Motion Pictures segment in the three months ended September 30, 2016 of $144.0 millionincreased$52.2 million, compared to $91.8 million in the three months ended September 30, 2015. The increase was primarily driven by higher P&A spending in the three months ended September 30, 2016 on our Feature Film theatrical releases due to a greater number of wide releases requiring P&A in the current quarter. In addition, while the three months ended September 30, 2016 included significant P&A spending for Deepwater Horizon, the film was released on September 30, 2016, and therefore its contribution to revenues in the current quarter was limited to one day. In the three months ended September 30, 2016, approximately $10.0 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Middle School: The Worst Years of My Life,Power Rangers, Tyler Perry's Boo! A Madea Halloween, and La La Land. In the three months ended September 30, 2015, approximately $18.5 million of P&A was incurred in advance for films to be released in subsequent quarters, such as The Last Witch Hunter, The Hunger Games: Mockingjay - Part 2, Love the Coopers, and Freeheld.

Home entertainment distribution and marketing costs on motion pictures and television product in the three months ended September 30, 2016 of $37.1 milliondecreased$0.5 million, or 1.3%, compared to $37.6 million in the three months ended September 30, 2015. Home entertainment distribution and marketing costs as a percentage of home entertainment revenues were 23.1% in the three months ended September 30, 2016, compared to home entertainment distribution and marketing costs as a percentage of home entertainment revenues of 24.5% in the three months ended September 30, 2015. The decrease in home entertainment distribution and marketing costs as a percentage of home entertainment revenues was primarily due to lower packaged media distribution and marketing costs relative to home entertainment revenue in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

International distribution and marketing expenses in the Motion Pictures segment in the three months ended September 30, 2016 of $21.8 millionincreased from $15.4 million in the three months ended September 30, 2015.

55

Gross Segment Contribution

Gross segment contribution is defined as segment revenue less segment direct operating and segment distribution and marketing expenses. The following table sets forth gross segment contribution for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,
	2016				2015				Increase (Decrease)
	Amount		% of Segment Revenues		Amount		% of Segment Revenues		Amount		Percent
	(Amounts in millions)
Gross segment contribution
Motion Pictures	$	27.7	6.0	%	$	18.4	5.2	%	$	9.3	50.5	%
Television Production	20.3		11.6		9.6		7.8		10.7		111.5	%
	$	48.0	7.5	%	$	28.0	5.9	%	$	20.0	71.4	%

Gross segment contribution of the Motion Pictures segment for the three months ended September 30, 2016 of $27.7 millionincreased$9.3 million, or 50.5%, as compared to the three months ended September 30, 2015. While Motion Pictures segment revenues increased 31.2%, gross segment contribution and gross contribution margin of the Motion Pictures segment increased to a lesser extent, primarily due to higher distribution and marketing expenses as a percentage of motion pictures revenue, largely driven by the greater number of wide releases in the quarter and the release of Deepwater Horizon on September 30, 2016 which resulted in increased P&A spending in the three months ended September 30, 2016, however its contribution to revenues in the current quarter was limited to one day.

Gross segment contribution of the Television Production segment for the three months ended September 30, 2016 of $20.3 million increased $10.7 million, or 111.5%, as compared to $9.6 million for the three months ended September 30, 2015, primarily due to higher revenues and slightly lower direct operating expenses as a percentage of television production revenue.

General and Administrative Expenses

The following table sets forth general and administrative expenses by segment for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,						Increase (Decrease)
	2016		% of Revenues	2015		% of Revenues	Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Pictures	$	21.1		$	18.8		$	2.3		12.2	%
Television Production	8.2			4.5			3.7			82.2	%
Shared services and corporate expenses, excluding items below	18.8			22.3			(3.5		)	(15.7	)%
General and administrative expenses before items below:	48.1		7.5%	45.6		9.6%	2.5			5.5	%
Share-based compensation expense	21.7			17.4			4.3			24.7	%
Restructuring and other items	10.3			4.2			6.1			145.2	%
Purchase accounting and related adjustments	1.3			—			1.3			n/m
Start-up costs of new business initiatives	3.2			0.4			2.8			n/m
Total general and administrative expenses	$	84.6	13.2%	$	67.6	14.2%	$	17.0		25.1	%

56

Total General and Administrative Expenses

General and administrative expenses increased by $17.0 million, or 25.1%, as reflected in the table above and further discussed below.

General and administrative expenses of the Motion Pictures segment increased$2.3 million, or 12.2%, primarily due to increases in salaries and related expenses including expenses associated with new product lines and franchise extension activity.

General and administrative expenses of the Television Production segment increased$3.7 million, or 82.2%, primarily due to increases in salaries and related expenses associated with our Television syndication activities and general and administrative expenses from Pilgrim Media Group, acquired on November 12, 2015.

Shared services and corporate expenses excluding share-based compensation expense, restructuring and other items, purchase accounting and related adjustments and start-up costs of new business initiatives decreased$3.5 million, or 15.7%, primarily due to decreases in cash-based incentive compensation and professional fees.

Share-Based Compensation Expense. The following table sets forth share-based compensation expense included in shared services and corporate expenses for the three months ended September 30, 2016 and 2015:

	Three Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Share-based compensation expense:
Stock options	$	8.5	$	10.3	$	(1.8	)	(17.5	)%
Restricted share units and other share-based compensation	13.2		7.1		6.1			85.9	%
	$	21.7	$	17.4	$	4.3		24.7	%

Restructuring and Other Items. Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable. Amounts in the three months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards. Amounts in the three months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

Purchase accounting and related adjustments. Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount that is included in general and administrative expense (see Note 10 to our unaudited condensed consolidated financial statements).

Start-up costs of new business initiatives. Start-up costs of new business initiatives represent general and administrative expense associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms.

Depreciation, Amortization and Other Expenses (Income)

Depreciation and amortization was $4.3 million in the three months ended September 30, 2016, compared to $2.5 million in the three months ended September 30, 2015.

Interest expense of $15.9 million for the three months ended September 30, 2016increased$3.3 million, or 26.2%, from $12.6 million in the three months ended September 30, 2015. The following table sets forth the components of interest expense for the three months ended September 30, 2016 and 2015:

57

	Three Months Ended
	September 30,
	2016		2015
	(Amounts in millions)
Interest Expense
Cash Based:
Senior revolving credit facility	$	3.4	$	0.9
Convertible senior subordinated notes	0.6		0.6
5.25% Senior Notes	3.0		3.0
Term Loan	5.1		5.1
Other	1.4		0.7
	13.5		10.3
Non-Cash Based:
Amortization of discount and deferred financing costs	2.4		2.3
	$	15.9	$	12.6

Interest and other income was $1.2 million in the three months ended September 30, 2016, compared to $0.6 million in the three months ended September 30, 2015.

The following table represents our portion of the income or (loss) of our equity method investees based on our percentage ownership for the three months ended September 30, 2016 and 2015:

	September 30, 2016	Three Months Ended
		September 30,
	Ownership Percentage	2016			2015
		(Amounts in millions)
EPIX(1)	31.2%	$	5.1		$	8.2
Pop(1)	50.0%	(2.4		)	1.0
Other	Various	(0.8		)	(2.1		)
		$	1.9		$	7.1

 ______________________

(1) We license certain of our theatrical releases and other films and television programs to EPIX and Pop. 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 3 to our unaudited condensed consolidated financial statements).

Income Tax Benefit

We had an income tax benefit of $53.6 million in the three months endedSeptember 30, 2016, compared to a benefit of $2.1 million in the three months ended September 30, 2015. In the quarter ended September 30, 2016, we determined that a small change in our estimated pretax results for the year ending March 31, 2017 would create a large change in our expected annual effective rate. Accordingly, it was determined that a reliable estimate of the expected annual effective tax rate could not be made. As a result, we computed our tax provision (benefit) using the cut-off method which resulted in an income tax benefit of $53.6 million based on the actual taxes attributable to our year-to-date earnings. Our income tax provision (benefit) differs from the federal statutory rate multiplied by pre-tax income (loss) and has changed from the three months ended September 30, 2015. Our income tax provision (benefit) is affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which we operate, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on our deferred tax assets, tax planning strategies available to us, and other discrete items.

The increase in our income tax benefit in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 is driven by lower pre-tax income and a change in the mix of pre-tax income (loss) generated across the various jurisdictions in which we operate which reflects the impact of the implementation of certain business and financing strategies. This includes a favorable permanent book-tax difference in our Canadian jurisdiction for certain foreign affiliate dividends. Canadian tax law permits such dividends to be received without being subject to tax.

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We expect that with the utilization of our net operating loss carryforwards and other tax attributes, our cash tax requirements will not increase significantly in fiscal 2017 as compared to fiscal 2016.

Net Loss Attributable to Lions Gate Entertainment Corp. Shareholders

Net loss attributable to our shareholders for the three months endedSeptember 30, 2016 was $17.5 million, or basic and diluted net loss per common share of $0.12 on 147.8 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the three months endedSeptember 30, 2015 of $42.1 million, or basic and diluted net loss per common share of $0.28 on 148.3 million weighted average common shares outstanding.

Six Months EndedSeptember 30, 2016 Compared to Six Months EndedSeptember 30, 2015

The following table sets forth segment information by business unit, and as a percentage of segment revenues, for the six months endedSeptember 30, 2016 and 2015. Due to the November 2015 acquisition of Pilgrim Media Group, the six months ended September 30, 2016 includes the results of operations from Pilgrim Media Group within the Television Production segment, as compared to the six months ended September 30, 2015, which do not include the results of operations of Pilgrim Media Group (see Note 9 to our unaudited condensed consolidated financial statements).The revenue from Pilgrim Media Group titles was $70.2 million for the six months ended September 30, 2016.

	Six Months Ended
	September 30,
	2016				2015				Increase (Decrease)
	Amount		% of Segment Revenues		Amount		% of Segment Revenues		Amount			Percent
	(Amounts in millions)
Segment revenues(1)
Motion Pictures	$	826.9			$	629.3			$	197.6		31.4	%
Television Production	366.2				256.4				109.8			42.8	%
	$	1,193.1			$	885.7			$	307.4		34.7	%
Gross segment contribution
Motion Pictures	$	84.1	10.2	%	$	98.0	15.6	%	$	(13.9	)	(14.2	)%
Television Production	38.1		10.4		32.7		12.8		5.4			16.5	%
	$	122.2	10.2	%	$	130.7	14.8	%	$	(8.5	)	(6.5	)%

_________________________________________

(1) Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charges, and backstopped prints and advertising ("P&A") expense (see Note 15 to our unaudited condensed consolidated financial statements). Gross segment contribution amounts for the six months ended September 30, 2015 reflect the reclassification of certain distribution and marketing expenses in order to be consistent with the current period presentation (see Distribution and Marketing Expenses below).

A significant 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 six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
			(Amounts in millions)
Home Entertainment Revenue
Motion Pictures	$	301.0	$	262.4	$	38.6		14.7	%
Television Production	10.0		20.5		(10.5		)	(51.2	)%
	$	311.0	$	282.9	$	28.1		9.9	%

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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 six months endedSeptember 30, 2016 and 2015.

	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Motion Pictures
Theatrical	$	109.2	$	49.4	$	59.8		121.1	%
Home Entertainment	301.0		262.4		38.6			14.7	%
Television	122.7		108.3		14.4			13.3	%
International	282.0		192.6		89.4			46.4	%
Other	12.0		16.6		(4.6		)	(27.7	)%
	$	826.9	$	629.3	$	197.6		31.4	%

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Motion Pictures — Theatrical Revenue

The following table sets forth the components of theatrical revenue by product category for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Theatrical revenues
Feature Film(1)	$	98.5	$	39.4	$	59.1		150.0	%
Managed Brands(2)	4.7		6.0		(1.3		)	(21.7	)%
Other(3)	6.0		4.0		2.0			50.0	%
	$	109.2	$	49.4	$	59.8		121.1	%

___________________

n/m - Percentage not meaningful.

(1) Feature Film includes releases through our Lionsgate and Summit Entertainment film labels, which includes films developed and produced in-house, films co-developed and co-produced and films acquired from third parties.

(2) Managed Brands represents direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases. These theatrical releases included releases through our specialty films distribution labels, Lionsgate Premiere, and through CodeBlack Films, and with our equity method investee, Roadside Attractions.

(3) Represents certain specialty theatrical releases with our equity method investee, Pantelion Films, and other titles.

The following table sets forth the titles that represented a significant portion of theatrical revenue for the six months endedSeptember 30, 2016 and 2015, respectively:

Six Months Ended September 30,
2016		2015
	Theatrical  Release Date		Theatrical  Release Date
Feature Film:		Feature Film:
Fiscal 2017 Theatrical Slate:		Fiscal 2016 Theatrical Slate:
Deepwater Horizon	September 2016	Sicario	September 2015
Blair Witch	September 2016	Shaun the Sheep Movie	August 2015
The Wild Life	September 2016	American Ultra	August 2015
Mechanic: Resurrection	August 2016	The Age of Adaline	April 2015
Hell or High Water	August 2016	Child 44	April 2015
Nerve	July 2016
Café Society	July 2016
Now You See Me 2	June 2016
Criminal	April 2016
Fiscal 2016 Theatrical Slate:		Fiscal 2015 Theatrical Slate:
The Divergent Series: Allegiant	March 2016	The Divergent Series: Insurgent	March 2015

Theatrical revenue of $109.2 millionincreased$59.8 million, or 121.1%, in the six months endedSeptember 30, 2016, as compared to the six months endedSeptember 30, 2015, primarily driven by our feature films, and in particular, the performance of Now You See Me 2 in the current period. The increase was also due to a greater number of films released in the current period as compared to the prior year's period. Deepwater Horizon was released on September 30, 2016, and therefore its contribution to revenues in the current period was limited to one day. Additionally, the prior year's period included the release of The Age of Adaline, which had a strong performance at the box office, however under the terms of our distribution arrangement, we recorded only our distribution fee as theatrical revenue.

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Motion Pictures — Home Entertainment Revenue

The following table sets forth the titles released on home entertainment in the six months endedSeptember 30, 2016 and 2015, in addition to other titles which contributed a significant amount of home entertainment revenue in the current and prior year's period, respectively:

Six Months Ended September 30,
2016		2015
	Packaged Media Release Date		Packaged Media Release Date
Feature Film:		Feature Film:
Fiscal 2017 Theatrical Slate:		Fiscal 2016 Theatrical Slate:
Now You See Me 2	September 2016	The Age of Adaline	September 2015
Criminal	July 2016	Child 44	August 2015
Fiscal 2016 Theatrical Slate:		Fiscal 2015 Theatrical Slate:
The Divergent Series: Allegiant	July 2016	The Divergent Series: Insurgent	August 2015
Gods of Egypt	May 2016	The D.U.F.F.	June 2015
Dirty Grandpa	May 2016	Mortdecai	May 2015
The Choice	May 2016	The Hunger Games: Mockingjay - Part 1	March 2015
Norm of the North	April 2016	John Wick	February 2015
The Hunger Games: Mockingjay - Part 2	March 2016
Managed Brands:		Managed Brands:
I am Wrath	July 2016	Ex Machina	July 2015
Precious Cargo	June 2016	Maggie	July 2015
The Witch	May 2016	Last Knights	June 2015

The following table sets forth the components of home entertainment revenue by product category for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended September 30,
	2016						2015						Total Increase (Decrease)
	Packaged Media		Digital Media(1)		Total		Packaged Media		Digital Media(1)		Total
					(Amounts in millions)
Home entertainment revenues(2)
Feature Film:
Fiscal 2017 Theatrical Slate	$	24.0	$	5.2	$	29.2	$	—	$	—	$	—	$	29.2
Fiscal 2016 Theatrical Slate	58.9		73.6		132.5		10.2		1.3		11.5		121.0
Fiscal 2015 Theatrical Slate	2.2		4.8		7.0		48.8		52.8		101.6		(94.6		)
Prior Theatrical Slates	16.4		14.6		31.0		22.4		17.3		39.7		(8.7		)
Total Feature Film	101.5		98.2		199.7		81.4		71.4		152.8		46.9
Managed Brands	62.8		35.1		97.9		70.2		35.9		106.1		(8.2		)
Other	2.0		1.4		3.4		2.1		1.4		3.5		(0.1		)
	$	166.3	$	134.7	$	301.0	$	153.7	$	108.7	$	262.4	$	38.6

  ___________________

(1) Digital media revenue consists of revenues generated from pay-per-view and video-on-demand platforms, EST, and digital rental.

(2) Certain amounts in the prior year's period have been reclassified between product types in order to be consistent with the current period classification.

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Home entertainment revenue of $301.0 millionincreased$38.6 million, or 14.7%, in the six months endedSeptember 30, 2016, as compared to the six months endedSeptember 30, 2015. The increase was primarily driven by a greater number of Feature Film titles released on packaged media and digital media in the current period (seven) as compared to the prior year's period (five), and to a lesser extent, the increase was also driven by the performance of those films. The decrease in Managed Brands was primarily due to revenues generated in this category from the titles listed in the table above in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015.

Motion Pictures — Television Revenue

The following table sets forth the titles contributing significant motion pictures television revenue for the six months endedSeptember 30, 2016 and 2015:

Six Months Ended September 30,
2016	2015
Feature Film:	Feature Film:
Fiscal 2016 Theatrical Slate:	Fiscal 2015 Theatrical Slate:
The Last Witch Hunter	John Wick
Shaun the Sheep	The Expendables 3
Sicario	The Hunger Games: Mockingjay - Part 1
The Hunger Games: Mockingjay - Part 2
Prior Theatrical Slates:	Prior Theatrical Slates:
Divergent	Now You See Me
The Hunger Games: Catching Fire	The Twilight Saga: Breaking Dawn - Part 2
	Managed Brands:
	Kevin Hart: Let Me Explain

The following table sets forth the components of television revenue by product category for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Television revenues(1)
Feature Film:
Fiscal 2016 Theatrical Slate	$	44.6	$	—	$	44.6		n/m
Fiscal 2015 Theatrical Slate	1.0		38.4		(37.4		)	(97.4	)%
Prior Theatrical Slates	63.2		51.6		11.6			22.5	%
Total Feature Film	108.8		90.0		18.8			20.9	%
Managed Brands	12.5		17.1		(4.6		)	(26.9	)%
Other	1.4		1.2		0.2			16.7	%
	$	122.7	$	108.3	$	14.4		13.3	%

___________________

n/m - Percentage not meaningful.

(1) Certain amounts in the prior year's period have been reclassified between product types in order to be consistent with the current period classification.

Television revenue increased in the six months endedSeptember 30, 2016, as compared to the six months endedSeptember 30, 2015, due primarily to a greater number of titles with television windows opening in the current period from our feature films, and in particular from our Prior Theatrical Slates.

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Motion Pictures — International Revenue

The following table sets forth the titles contributing significant motion pictures international revenue for the six months endedSeptember 30, 2016 and 2015:

Six Months Ended September 30,
2016	2015
Feature Film:	Feature Film:
Fiscal 2017 Theatrical Slate:	Fiscal 2016 Theatrical Slate:
Deepwater Horizon	Child 44
Now You See Me 2
Fiscal 2016 Theatrical Slate:	Fiscal 2015 Theatrical Slate:
Gods of Egypt	Mortdecai
The Divergent Series: Allegiant	The Divergent Series: Insurgent
The Hunger Games: Mockingjay - Part 2	The Hunger Games: Mockingjay - Part 1
UK Third Party Product:	UK Third Party Product:
London Has Fallen	A Little Chaos

The following table sets forth the components of international revenue by product category for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
International revenues(1)
Feature Film:
Fiscal 2017 Theatrical Slate	$	111.5	$	—	$	111.5		n/m
Fiscal 2016 Theatrical Slate	107.8		35.4		72.4			204.5	%
Fiscal 2015 Theatrical Slate	3.8		82.9		(79.1		)	(95.4	)%
Prior Theatrical Slates	16.2		29.2		(13.0		)	(44.5	)%
Total Feature Film	239.3		147.5		91.8			62.2	%
UK Third Party Product(2)	25.8		33.1		(7.3		)	(22.1	)%
Managed Brands	12.3		8.7		3.6			41.4	%
Other	4.6		3.3		1.3			39.4	%
	$	282.0	$	192.6	$	89.4		46.4	%

___________________

n/m - Percentage not meaningful.

(1) Certain amounts in the prior year's period have been reclassified between product types in order to be consistent with the current period classification. 

(2) UK Third Party Product represents titles acquired separately for self-distribution in the U.K. territory.

International motion pictures revenue increased in the six months endedSeptember 30, 2016, as compared to the six months endedSeptember 30, 2015, primarily due to higher revenue from our feature films, and in particular, significant contributions from Now You See Me 2 and Gods of Egypt in the current period.

Television Production Revenue

The following table sets forth the components and the changes in the components of revenue that make up television production revenue for the six months endedSeptember 30, 2016 and 2015:

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	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
Television Production	(Amounts in millions)
Domestic Television	$	307.4	$	146.9	$	160.5		109.3	%
International	43.7		85.8		(42.1		)	(49.1	)%
Home Entertainment Revenue
Digital	5.9		15.6		(9.7		)	(62.2	)%
Packaged Media	4.1		4.9		(0.8		)	(16.3	)%
Total Home Entertainment Revenue	10.0		20.5		(10.5		)	(51.2	)%
Other	5.1		3.2		1.9			59.4	%
	$	366.2	$	256.4	$	109.8		42.8	%

Television Production - Domestic Television

Domestic television revenue increased in the six months endedSeptember 30, 2016, as compared to the six months endedSeptember 30, 2015, primarily due to an increase in television episodes delivered and $70.2 million of domestic television revenue from Pilgrim Media Group, acquired on November 12, 2015, and to a lesser extent, the mix of titles contributing revenue in the current period as compared to the prior year's period. Television episodes delivered for original exhibition during the six months endedSeptember 30, 2016 and 2015 included the episode deliveries as shown in the table below:

		Six Months Ended				Six Months Ended
		September 30, 2016				September 30, 2015
		Episodes	Hours			Episodes	Hours
Casual - Season 2	1/2hr	13	6.5	Casual - Season 1	1/2hr	10	5.0
Feed the Beast - Season 1	1hr	10	10.0	Manhattan - Season 2	1hr	5	5.0
Graves	1/2hr	10	5.0	Monica the Medium - Season 1	1hr	10	10.0
Greenleaf - Season 1	1hr	10	10.0	Nashville - Season 3	1hr	5	5.0
Guilt - Season 1	1hr	9	9.0	Nashville - Season 4	1hr	2	2.0
Monica the Medium - Season 2	1hr	9	9.0	Orange Is The New Black - Season 3	1hr	1	1.0
Nashville - Season 4	1hr	5	5.0	Orange Is The New Black - Season 4	1hr	4	4.0
Orange Is The New Black - Season 5	1hr	2	2.0	Other(1)	1/2hr & 1hr	25	16.0
Other(1)	1/2hr	41	20.5
		109	77.0			62	48.0

___________________

(1) Other in the six months endedSeptember 30, 2016 includes episodes delivered for Deadbeat (Season 3), Douglas Family Gold, Nightcap (Season 1),Flea Market Flip (Season 8), and Holey Foley (Season 1), among others. Other in the six months endedSeptember 30, 2015 includes episodes delivered for Cuckoo, Deadbeat (Season 2), Deion's Family Playbook, DeSean Jackson: Home Team (Season 1), Flea Market Flip (Season 6), and Guilt.

In addition to the titles mentioned in the table above, significant domestic television revenue was contributed in the six months endedSeptember 30, 2016 from Family Feud (Season 9), The Wendy Williams Show (Season 7), House of Payne, Celebrity Name Game (Season 2), and Anger Management, and from The Runner (Season 1), and The Ultimate Fighter (Season 23) as a result of the acquisition of Pilgrim Media Group. In the six months endedSeptember 30, 2015, in addition to the titles mentioned in the table above, significant domestic television revenue was contributed from Family Feud (Season 8), The Wendy Williams Show (Season 6), Celebrity Name Game (Season 1), and Anger Management.

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Television Production - International Revenue

International revenue in the six months endedSeptember 30, 2016decreased as compared to the six months endedSeptember 30, 2015, primarily driven by a significant contribution in the prior year's period from Orange Is the New Black (Seasons 1 - 4), compared to a significant contribution in the current period from Orange Is the New Black (Season 4).

Television Production - Home Entertainment Revenue

Home entertainment revenue in the six months ended September 30, 2016 decreased as compared to the six months ended September 30, 2015, primarily due to a decrease in digital media revenue driven by revenue in the prior year's period from Blue Mountain State (Seasons 1 - 3), Mad Men (Season 7), Orange Is The New Black (Season 1), and Ascension, with no comparable revenue in the current period.

Direct Operating Expenses

The following table sets forth direct operating expenses by segment for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended									Six Months Ended
	September 30, 2016									September 30, 2015
	Motion Pictures			Television Production			Total			Motion Pictures			Television Production			Total
	(Amounts in millions)
Direct operating expenses
Amortization of films and television programs	$	326.4		$	246.2		$	572.6		$	221.0		$	140.3		$	361.3
Participation and residual expense	91.9			68.8			160.7			96.0			63.6			159.6
Provision for doubtful accounts and foreign exchange losses	4.1			(0.2		)	3.9			0.2			2.0			2.2
	422.4			314.8			737.2			317.2			205.9			523.1
Other(1)	—			—			16.0			—			—			—
Total direct operating expenses	$	422.4		$	314.8		$	753.2		$	317.2		$	205.9		$	523.1
Direct operating expenses as a percentage of segment revenues	51.1		%	86.0		%	63.1		%	50.4		%	80.3		%	59.1		%

______________________

(1) Other direct operating expenses primarily consist of the incremental amortization expense of the purchase accounting fair value adjustments on television assets related to the acquisition of Pilgrim Media Group, and direct operating costs related to our new direct-to-consumer business initiatives including our subscription video-on-demand platforms.

Direct operating expenses of the Motion Pictures segment of $422.4 million for the six months endedSeptember 30, 2016 were 51.1% of motion pictures revenue, compared to $317.2 million, or 50.4% of motion pictures revenue for the six months endedSeptember 30, 2015. The increase in direct operating expenses of $105.2 million is primarily due to an increase in motion pictures revenue in the six months ended September 30, 2016, as compared to the six months endedSeptember 30, 2015. The slight increase in direct operating expenses as a percentage of motion pictures revenue was primarily driven by the higher amortization rates in the current period of Gods of Egypt, The Divergent Series: Allegiant, and The Hunger Games: Mockingjay - Part 2 from our Fiscal 2016 Theatrical Slate, as compared to the amortization rates in the prior year's period of The Divergent Series: Insurgent and The Hunger Games: Mockingjay - Part 1 from our Fiscal 2015 Theatrical Slate. Included in direct operating expenses are investment in film write-downs of approximately $6.3 million in the six months ended September 30, 2016, compared to approximately $8.5 million in the six months endedSeptember 30, 2015. Foreign exchange losses in the six months ended September 30, 2016 increased compared to the six months ended September 30, 2015, and the provision for doubtful accounts remained primarily consistent.

Direct operating expenses of the Television Production segment of $314.8 million for the six months endedSeptember 30, 2016 were 86.0% of television revenue, compared to $205.9 million, or 80.3%, of television revenue for the six months endedSeptember 30, 2015. The increase in direct operating expense is primarily due to an increase in television production revenue. The increase in direct operating expenses as a percentage of television production revenue is primarily due to the mix of titles generating revenue in the current period as compared to the prior year's period. In particular, the prior year's period included significant international revenue from Orange Is The New Black (Seasons 1 - 4), and the current period includes revenue from a

66

greater number of new television programs as compared to the prior year's period, such as Greenleaf, Feed the Beast and Graves, which typically result in higher amortization expenses in relation to revenues initially, until there are a sufficient number of subsequent seasons ordered and episodes produced, such that revenue can be generated from syndication in domestic and international markets.

Distribution and Marketing Expenses

The following table sets forth distribution and marketing expenses by segment for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended						Six Months Ended
	September 30, 2016						September 30, 2015
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in millions)
Distribution and marketing expenses
Theatrical	$	215.7	$	—	$	215.7	$	118.5	$	—	$	118.5
Home Entertainment	65.0		2.1		67.1		60.7		3.3		64.0
International	35.2		4.2		39.4		27.5		7.5		35.0
Television	3.8		7.9		11.7		7.5		6.9		14.4
	319.7		14.2		333.9		214.2		17.7		231.9
Other(1)	—		—		13.1		—		—		(6.8		)
Total distribution and marketing expenses	$	319.7	$	14.2	$	347.0	$	214.2	$	17.7	$	225.1

___________________

(1) Other distribution and marketing expenses in the six months ended September 30, 2016 consist of distribution and marketing costs related to our new direct-to-consumer business initiatives, including our subscription video-on-demand platforms, and backstopped P&A expense. Backstopped P&A expense represents the amount of theatrical marketing expense for third party titles that we funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A costs over the revenue streams similar to a participation expense. We do not consider these costs part of segment distribution and marketing expense and have reclassified the prior year period's amount of $6.8 million of backstopped P&A from the Motion Pictures segment to Other to be consistent with the current period presentation.

The majority of distribution and marketing expenses relate to the Motion Pictures segment. Theatrical P&A in the Motion Pictures segment in the six months endedSeptember 30, 2016 of $215.7 millionincreased$97.2 million, compared to $118.5 million in the six months endedSeptember 30, 2015. The increase was primarily driven by higher P&A spending in the six months ended September 30, 2016 on our Feature Film theatrical releases due to a greater number of wide releases requiring P&A in the current period. In addition, while the six months ended September 30, 2016 included significant P&A spending for Deepwater Horizon, the film was released on September 30, 2016, and therefore its contribution to revenues in the current period was limited to one day. In the six months endedSeptember 30, 2016, approximately $14.3 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Middle School: The Worst Years of My Life, Power Rangers, Tyler Perry's Boo! A Madea Halloween, and La La Land. In the six months endedSeptember 30, 2015, approximately $24.8 million of P&A was incurred in advance for films to be released in subsequent quarters, such as The Hunger Games: Mockingjay - Part 2, The Last Witch Hunter, Love The Coopers, and Freeheld.

Home entertainment distribution and marketing costs on motion pictures and television product in the six months endedSeptember 30, 2016 of $67.1 millionincreased$3.1 million, or 4.8%, compared to $64.0 million in the six months endedSeptember 30, 2015, primarily due to higher motion pictures home entertainment revenue. Home entertainment distribution and marketing costs as a percentage of home entertainment revenues were 21.6% in the six months endedSeptember 30, 2016, compared to home entertainment distribution and marketing costs as a percentage of home entertainment revenues of 22.6% in the six months endedSeptember 30, 2015. The slight decrease in home entertainment distribution and marketing costs as a percentage of home entertainment revenues was primarily due to lower packaged media distribution and marketing costs relative to home entertainment revenue in the six months ended September 30, 2016 as compared to the six months ended September 30, 2015.

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International distribution and marketing expenses in the motion pictures segment in the six months endedSeptember 30, 2016 of $35.2 millionincreased from $27.5 million in the six months endedSeptember 30, 2015.

Gross Segment Contribution

Gross segment contribution is defined as segment revenue less segment direct operating and segment distribution and marketing expenses. The following table sets forth gross segment contribution for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,								Increase (Decrease)
	2016		% of Segment Revenues		2015		% of Segment Revenues		Amount			Percent
	(Amounts in millions)
Gross segment contribution
Motion Pictures	$	84.1	10.2	%	$	98.0	15.6	%	$	(13.9	)	(14.2	)%
Television Production	38.1		10.4		32.7		12.8		5.4			16.5	%
	$	122.2	10.2	%	$	130.7	14.8	%	$	(8.5	)	(6.5	)%

Gross segment contribution of the Motion Pictures segment for the six months endedSeptember 30, 2016 of $84.1 milliondecreased$13.9 million, or 14.2%, as compared to the six months endedSeptember 30, 2015. Despite an increase in Motion Pictures segment revenue, the decrease in gross segment contribution and gross contribution margin of the Motion Pictures segment is primarily due to higher distribution and marketing expenses as a percentage of motion pictures revenue, largely driven by the greater number of wide releases in the period and the release of Deepwater Horizon on September 30, 2016 which resulted in increased P&A spending in the six months ended September 30, 2016, however its contribution to revenues in the current quarter was limited to one day. In addition, direct operating expenses as a percentage of motion pictures revenue increased slightly.

Gross segment contribution of the Television Production segment for the six months endedSeptember 30, 2016 of $38.1 millionincreased$5.4 million, or 16.5%, as compared to the six months endedSeptember 30, 2015. While Television Production segment revenue and gross segment contribution increased, the decrease in gross contribution margin of the Television Production segment is due to higher direct operating expenses as a percentage of television production revenue.

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General and Administrative Expenses

The following table sets forth general and administrative expenses by segment for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,								Increase (Decrease)
	2016		% of Revenues		2015		% of Revenues		Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Pictures	$	42.1			$	37.0			$	5.1		13.8	%
Television Production	15.0				8.9				6.1			68.5	%
Shared services and corporate expenses, excluding items below	36.1				43.5				(7.4		)	(17.0	)%
General and administrative expenses before items below:	93.2		7.8	%	89.4		10.1	%	3.8			4.3	%
Share-based compensation expense	43.8				34.3				9.5			27.7	%
Restructuring and other items	17.7				4.2				13.5			321.4	%
Purchase accounting and related adjustments	2.5				—				2.5			n/m
Start-up costs of new business initiatives	5.9				0.4				5.5			n/m
Total general and administrative expenses	$	163.1	13.7	%	$	128.3	14.5	%	$	34.8		27.1	%

Total General and Administrative Expenses

General and administrative expenses increased by $34.8 million, or 27.1%, as reflected in the table above and further discussed below.

General and administrative expenses of the Motion Pictures segment increased$5.1 million, or 13.8%, primarily due to increases in salaries and related expenses including expenses associated with new product lines and franchise extension activity.

General and administrative expenses of the Television Production segment increased$6.1 million, or 68.5%, primarily due to increases in salaries and related expenses associated with our Television syndication activities and general and administrative expenses from Pilgrim Media Group, acquired on November 12, 2015.

Shared services and corporate expenses excluding share-based compensation expense, restructuring and other items, purchase accounting and related adjustments and start-up costs of new business initiatives decreased$7.4 million, or 17.0%, primarily due to decreases in cash-based incentive compensation and professional fees.

Share-Based Compensation Expense. The following table sets forth share-based compensation expense included in shared services and corporate expenses for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,				Increase (Decrease)
	2016		2015		Amount			Percent
	(Amounts in millions)
Share-based compensation expense:
Stock options	$	16.2	$	19.5	$	(3.3	)	(16.9	)%
Restricted share units and other share-based compensation	27.6		14.5		13.1			90.3	%
Share appreciation rights	—		0.3		(0.3		)	(100.0	)%
	$	43.8	$	34.3	$	9.5		27.7	%

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Restructuring and Other Items. Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable. Amounts in the six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards. Amounts in the six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

Purchase accounting and related adjustments. Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount that is included in general and administrative expense (see Note 10 to our unaudited condensed consolidated financial statements).

Start-up costs of new business initiatives. Start-up costs of new business initiatives represent general and administrative expense associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms.

Depreciation, Amortization and Other Expenses (Income)

Depreciation and amortization of $10.0 million for the six months endedSeptember 30, 2016increased$5.6 million from $4.4 million in the six months endedSeptember 30, 2015.

Interest expense of $31.1 million in the six months endedSeptember 30, 2016increased$5.8 million from the six months endedSeptember 30, 2015. The following table sets forth the components of interest expense for the six months endedSeptember 30, 2016 and 2015:

	Six Months Ended
	September 30,
	2016		2015
	(Amounts in millions)
Interest Expense
Cash Based:
Senior revolving credit facility	$	6.3	$	1.8
Convertible senior subordinated notes	1.2		1.2
5.25% Senior Notes	5.9		5.9
Term Loans	10.1		10.0
Other	2.9		1.9
	26.4		20.8
Non-Cash Based:
Amortization of discount and deferred financing costs	4.7		4.5
	$	31.1	$	25.3

Interest and other income was $2.2 million in the six months endedSeptember 30, 2016, compared to $1.2 million in the six months endedSeptember 30, 2015.

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The following table represents our portion of the income or (loss) of our equity method investees based on our percentage ownership for the six months endedSeptember 30, 2016 and 2015:

	September 30, 2016	Six Months Ended
		September 30,
	Ownership Percentage	2016			2015
		(Amounts in millions)
EPIX(1)	31.2%	$	16.0		$	21.2
Pop(1)	50.0%	(2.1		)	0.7
Other	Various	(1.1		)	(3.4		)
		$	12.8		$	18.5

 ______________________

(1) We license certain of our theatrical releases and other films and television programs to EPIX and Pop. 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 3 to our unaudited condensed consolidated financial statements).

Income Tax Provision (Benefit)

We had an income tax benefit of $79.9 million in the six months endedSeptember 30, 2016, compared to an expense of $0.7 million in the six months endedSeptember 30, 2015. In the six months ended September 30, 2016, we determined that a small change in our estimated pretax results for the year ending March 31, 2017 would create a large change in our expected annual effective rate. Accordingly, it was determined that a reliable estimate of the expected annual effective tax rate could not be made. As a result, we computed our tax provision (benefit) using the cut-off method which resulted in an income tax benefit of $79.9 million based on the actual taxes attributable to our year-to-date earnings. Our income tax provision (benefit) differs from the federal statutory rate multiplied by pre-tax income (loss) and has changed from the six months ended September 30, 2015. Our income tax provision (benefit) is affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which we operate, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on our deferred tax assets, tax planning strategies available to us, and other discrete items.

The increase in our income tax benefit in the six months ended September 30, 2016 as compared to the six months ended September 30, 2015 is driven by lower pre-tax income and a change in the mix of pre-tax income (loss) generated across the various jurisdictions in which we operate which reflects the impact of the implementation of certain business and financing strategies. This includes a favorable permanent book-tax difference in our Canadian jurisdiction for certain foreign affiliate dividends. Canadian tax law permits such dividends to be received without being subject to tax.

We expect that with the utilization of our net operating loss carryforwards and other tax attributes, our cash tax requirements will not increase significantly in fiscal 2017 as compared to fiscal 2016.

Net Loss Attributable to Lions Gate Entertainment Corp. Shareholders

Net loss attributable to our shareholders for the six months endedSeptember 30, 2016 was $16.2 million, or basic and diluted net loss per common share of $0.11 on 147.5 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the six months endedSeptember 30, 2015 of $1.4 million, or basic and diluted net loss per common share of $0.01 on 148.0 million weighted average common shares outstanding.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our liquidity and capital resources have been provided principally through cash generated from operations, corporate debt, and our production loans. Our corporate debt at September 30, 2016 primarily consisted of our senior revolving credit facility, 5.25% Senior Notes, Term Loan Due 2022, and our convertible senior subordinated notes. See discussion below and Note 20 to our unaudited condensed consolidated financial statements for financing activity subsequent to September 30, 2016.

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Our principal uses of cash in operations include the funding of film and television productions, film rights acquisitions, and the distribution and marketing of films and television programs. We also use cash for debt service (i.e. principal and interest payments) requirements, equity or cost method investments, quarterly cash dividends, the purchase of common shares under our share repurchase program, capital expenditures, and acquisitions of businesses. The Company also has a redeemable noncontrolling interest balance of $93.0 million, which may require the use of cash in the event the holders of the noncontrolling interests put their interests to the Company.

On June 30, 2016, Lionsgate and Starz entered into a Merger Agreement under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value. The proposed merger is described in the "Overview" section. At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.

On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.

On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.

The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.

The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.

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.

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 or cost method investment funding requirements, and the purchase of common shares under our share repurchase program. 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.

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, 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.

Share Repurchase Plan. On February 2, 2016, our Board of Directors authorized to increase our previously announced share repurchase plan from $300 million to $468 million. To date, approximately $283.2 million of our common shares have been purchased, leaving approximately $184.7 million of authorized potential purchases. The remaining $184.7 million of our common shares may be purchased from time to time at the Company's discretion, including quantity, timing and price thereof, and will be subject to market conditions. Such purchases will be structured as permitted by securities laws and other legal requirements. The Company did not repurchase any shares during the three months ended September 30, 2016.

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Dividends. On September 22, 2016, the Company announced that, as contemplated in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 1, 2016, as amended, its Board of Directors suspended the Company’s quarterly cash dividend beginning immediately due to its anticipated merger with Starz. The amount of dividends, if any, that we pay to our shareholders is determined by our Board of Directors, at its discretion, and is dependent on a number of factors, including our financial position, results of operations, cash flows, capital requirements and restrictions under our credit agreements, and shall be in compliance with applicable law.

Discussion of Operating, Investing, Financing Cash Flows

Cash and cash equivalents increased by $46.7 million for the six months ended September 30, 2016 and increased by $68.3 million for the six months ended September 30, 2015, before foreign exchange effects on cash. Components of these changes are discussed below in more detail.

Operating Activities. Cash flows provided by (used in) operating activities for the six months ended September 30, 2016 and 2015 were as follows:

	Six Months Ended
	September 30,
	2016			2015			Net Change
	(Amounts in thousands)
Operating income (loss)	$	(80,188	)	$	4,877		$	(85,065	)
Amortization of films and television programs	588,549			361,290			227,259
Non-cash share-based compensation	46,200			33,983			12,217
Cash interest	(26,414		)	(20,728		)	(5,686		)
Current income tax provision	(6,955		)	(3,311		)	(3,644		)
Other non-cash charges included in operating activities	14,643			5,505			9,138
Cash flows from operations before changes in operating assets and liabilities	535,835			381,616			154,219
Changes in operating assets and liabilities:
Accounts receivable, net	89,346			12,007			77,339
Investment in films and television programs	(446,670		)	(535,470		)	88,800
Other changes in operating assets and liabilities	15,887			(26,761		)	42,648
Changes in operating assets and liabilities	(341,437		)	(550,224		)	208,787
Net Cash Flows Provided By (Used In) Operating Activities	$	194,398		$	(168,608	)	$	363,006

Cash flows provided by operating activities for the six months ended September 30, 2016 were $194.4 million compared to cash flows used in operating activities of $168.6 million for the six months ended September 30, 2015. The increase in cash provided by operating activities for the six months ended September 30, 2016 as compared to the six months ended September 30, 2015 is primarily due to higher cash flows from operations before changes in operating assets and liabilities, higher collections of accounts receivables, lower investment in films and television programs production activity, and increases from changes in other operating assets and liabilities primarily driven by increases in accounts payable and accrued liabilities, and film obligations, partially offset by a decrease in deferred revenue.

Investing Activities.Cash flows used in investing activities for the six months ended September 30, 2016 and 2015 were as follows:

	Six Months Ended
	September 30,
	2016			2015
	(Amounts in thousands)
Investment in equity method investees	$	(5,344	)	$	(3,659	)
Distributions from equity method investees	2,263			—
Purchases of property and equipment	(6,301		)	(6,880		)
Net Cash Flows Used In Investing Activities	$	(9,382	)	$	(10,539	)

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Cash used in investing activities of $9.4 million for the six months ended September 30, 2016 compared to $10.5 million for the six months ended September 30, 2015, as reflected above. The change was primarily due to distributions from equity method investees in the current period partially offset by cash used for investments in equity method investees in the current period as compared to the prior year's period.

Financing Activities.Cash flows (used in) provided by financing activities for the six months ended September 30, 2016 and 2015 were as follows:

	Six Months Ended
	September 30,
	2016			2015
	(Amounts in thousands)
Senior revolving credit facility - borrowings	$	454,000		$	48,000
Senior revolving credit facility - repayments	(314,000		)	(48,000		)
Net proceeds from senior revolving credit facility	140,000			—
Term Loan - borrowings, net of deferred financing costs of $964 in 2015	—			24,036
Convertible senior subordinated notes - repurchases	—			(5		)
Net proceeds from corporate debt	140,000			24,031
Production loans - borrowings	152,296			370,945
Production loans - repayments	(373,726		)	(112,474		)
Net proceeds from production loans	(221,430		)	258,471
Other financing activities	(56,881		)	(35,093		)
Net Cash Flows (Used In) Provided By Financing Activities	$	(138,311	)	$	247,409

Cash flows used in financing activities of $138.3 million for the six months ended September 30, 2016 compared to cash flows provided by financing activities of $247.4 million for the six months ended September 30, 2015. Cash flows used in financing activities for the six months ended September 30, 2016 primarily reflects net production loan repayments of $221.4 million and cash used for other financing activities, which includes dividend payments of $26.8 million and payments for tax withholding of $27.3 million required on equity awards, offset by net borrowings under our senior revolving credit facility of $140.0 million.

Cash flows provided by financing activities for the six months ended September 30, 2015 primarily reflects net borrowings under production loans of $258.5 million, and net proceeds of $24.0 million from additional borrowings under the Term Loan Due 2022, offset by cash used for other financing activities which includes dividend payments of $20.6 million and payments for tax withholding of $19.0 million required on equity awards offset by the proceeds from the exercise of stock options.

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Corporate Debt

See Note 5 to our unaudited condensed consolidated financial statements for a discussion of our corporate debt. The principal amounts outstanding under our corporate debt as of September 30, 2016 and March 31, 2016 were as follows:

	Maturity Date	Conversion Price Per Share as of September 30, 2016	Principal Amounts Outstanding
			September 30,		March 31,
			2016		2016
			(Amounts in thousands)
Senior revolving credit facility(1)	September 2017	N/A	$	301,000	$	161,000
5.25% Senior Notes(2)	August 2018	N/A	225,000		225,000
Term Loan Due 2022(3)	March 2022	N/A	400,000		400,000
Principal amounts of convertible senior subordinated notes
January 2012 4.00% Notes	January 2017	$10.21	41,850		41,850
April 2013 1.25% Notes	April 2018	$29.19	60,000		60,000
			$	1,027,850	$	887,850

 ______________________

(1) Senior Revolving Credit Facility: The senior revolving credit facility provides forborrowings up to $800.0 million, limited by a borrowing base and also reduced by outstanding letters of credit, if any. At September 30, 2016, there was $499.0 million available (March 31, 2016 — $639.0 million). Interest is payable at an alternative base rate, as defined, plus 1.5% or LIBOR plus 2.5% as designated by us. We are required to pay a quarterly commitment fee of 0.375% to 0.5% per annum on our unused capacity for the period. Obligations 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. The senior revolving credit facility contains a number of covenants, and as of September 30, 2016, we were in compliance with all applicable covenants.

(2) 5.25% Senior Notes: The 5.25% Senior Notes contain a number of restrictions and covenants, and as of September 30, 2016, we were in compliance with all applicable covenants. Interest is payable semi-annually on February 1 and August 1 of each year at a rate of 5.25% per year.

(3) Term Loan Due 2022: The Term Loan Due 2022 contains a number of restrictions and covenants, and as of September 30, 2016, we were in compliance with all applicable covenants. Interest is payable on the last business day of each April, July, October and January at a rate of 5.00% per year.

Production Loans

The amounts outstanding under our production loans as of September 30, 2016, and March 31, 2016 were as follows:

	September 30,		March 31,
	2016		2016
	(Amounts in thousands)
Production loans(1)	$	468,940	$	690,371

 ______________________

(1) Represents individual loans for the production of film and television programs that we produce. Production loans have contractual repayment dates either at or near the expected film or television program completion date, with the exception of certain loans containing repayment dates on a longer term basis, and incur interest at rates ranging from 3.53% to 3.79%.

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Table of Debt and Contractual Commitments

The following table sets forth our future annual repayment of debt, and our contractual commitments as of September 30, 2016:

	Six Months Ended March 31,		Year Ended March 31,
	2017		2018		2019		2020		2021		Thereafter		Total
					(Amounts in thousands)
Future annual repayment of debt recorded as of September 30, 2016 (on-balance sheet arrangements)
Senior revolving credit facility	$	—	$	301,000	$	—	$	—	$	—	$	—	$	301,000
5.25% Senior Notes	—		—		225,000		—		—		—		225,000
Term Loan Due 2022	—		—		—		—		—		400,000		400,000
Film obligations and production loans(1)	328,346		184,239		1,000		—		—		—		513,585
Principal amounts of convertible senior subordinated notes	41,850		—		60,000		—		—		—		101,850
	370,196		485,239		286,000		—		—		400,000		1,541,435
Contractual commitments by expected repayment date (off-balance sheet arrangements)
Film obligation and production loan commitments(2)	257,047		231,280		9,386		53,053		1,650		2,625		555,041
Interest payments(3)	17,118		32,563		26,281		20,000		20,000		22,444		138,406
Operating lease commitments	5,762		14,019		14,414		14,808		14,743		33,678		97,424
Other contractual obligations	53,797		68,347		37,534		12,231		6,057		6,062		184,028
	333,724		346,209		87,615		100,092		42,450		64,809		974,899
Total future commitments under contractual obligations (4)	$	703,920	$	831,448	$	373,615	$	100,092	$	42,450	$	464,809	$	2,516,334

 ___________________

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

(2) Film obligation commitments include distribution and marketing commitments and minimum guarantee commitments. 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. 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) Includes cash interest payments on our corporate debt, excluding the interest payments on the senior revolving credit facility as future amounts are not fixed or determinable due to fluctuating balances and interest rates.

(4) Not included in the amounts above are $93.0 million of redeemable noncontrolling interest, as future amounts and timing are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimations of future payments (see Note 10 to our unaudited condensed consolidated financial statements).

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Theatrical Slate Participation

On March 10, 2015, we entered into a theatrical slate participation arrangement with TIK Films (U.S.), Inc. and TIK Films (Hong Kong) Limited (collectively, "TIK Films"), both wholly owned subsidiaries of Hunan TV & Broadcast Intermediary Co. Ltd. Under the arrangement, TIK Films, in general and subject to certain limitations including per picture and annual caps, will contribute a minority share of 25% of our production or acquisition costs of “qualifying” theatrical feature films, released during the three-year period ending January 23, 2018, and participate in a pro-rata portion of the pictures’ net profits or losses similar to a co-production arrangement based on the portion of costs funded. The arrangement excludes among others, any theatrical feature film incorporating any elements from the Twilight, Hunger Games, or Divergent franchises. The percentage of the contribution could vary on certain pictures.

Amounts provided from TIK Films are reflected as a participation liability in our unaudited condensed consolidated balance sheet and amounted to $126.5 million at September 30, 2016 (March 31, 2016 - $61.3 million). The difference between the ultimate participation expected to be paid to TIK Films and the amount provided by TIK Films is amortized as a charge to or a reduction of participation expense under the individual-film-forecast method.

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 September 30, 2016 and March 31, 2016 was $1.5 billion and $1.5 billion, respectively.

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 consolidated financial statements are presented in the table above.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Currency and Interest Rate Risk Management

Market risks relating to our operations result primarily from changes in interest rates and changes in foreign currency exchange rates. Our exposure to interest rate risk results from the financial debt instruments that arise from transactions entered into during the normal course of business. As part of our overall risk management program, we evaluate and manage our exposure to changes in interest rates and currency exchange risks on an ongoing basis. Hedges and derivative financial instruments will be used in the future in order to manage our interest rate and currency exposure. We have no intention of entering into financial derivative contracts, other than to hedge a specific financial risk.

Currency Rate Risk. We enter into forward foreign exchange contracts to hedge our foreign currency exposures on future production expenses denominated in various foreign currencies. As of September 30, 2016, we had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 18 months from September 30, 2016):

September 30, 2016
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£0.9	in exchange for		$1.2	£0.71
Australian Dollar		A$56.8	in exchange for		$50.6	A$1.12
Canadian Dollar		C$24.6	in exchange for		$18.8	C$1.31

Changes in the fair value representing a net unrealized fair value gain (loss) on foreign exchange contracts that qualified as effective hedge contracts outstanding during the three and six months ended September 30, 2016 were losses, net of tax, of $0.4 million and $3.0 million, respectively (2015 - gains, net of tax, of $3.0 million and $3.0 million, respectively), and are included

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in accumulated other comprehensive loss, a separate component of shareholders’ equity. Changes in the fair value representing a net unrealized fair value loss on foreign exchange contracts that did not qualify as effective hedge contracts outstanding during the three months and six months ended September 30, 2016 were nil and $0.4 million, respectively (2015 - gain of nil and $0.1 million, respectively) and are included in direct operating expenses in the accompanying unaudited condensed consolidated statements of operations. These contracts are entered into with major financial institutions as counterparties. 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.

Interest Rate Risk. Certain of our borrowings, primarily borrowings under our amended and restated senior revolving credit facility and certain production loans, are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. The applicable margin with respect to loans under the amended and restated senior revolving credit facility is a percentage per annum equal to 2.50% plus an adjusted rate based on LIBOR. Assuming the amended and restated senior revolving credit facility is drawn up to its maximum borrowing capacity of $800 million, based on the applicable LIBOR in effect as of September 30, 2016, each quarter point change in interest rates would result in a $2.0 million change in annual interest expense on the amended and restated senior revolving credit facility.

The variable interest production loans incur interest at rates ranging from approximately 3.53% to 3.79% and applicable margins ranging from 2.25% over the one, two, three, or six-month LIBOR to 2.50% over the one, three or six-month LIBOR. A quarter point increase of the interest rates on the outstanding principal amount of our variable rate production loans would result in $1.2 million in additional costs capitalized to the respective film or television asset.

At September 30, 2016, our 5.25% Senior Notes, Term Loan Due 2022 and convertible senior subordinated notes had an aggregate outstanding carrying value of $712.0 million, and an estimated fair value of $742.6 million. A 1% increase or decrease in the level of interest rates would increase or decrease the fair value of the 5.25% Senior Notes, Term Loan Due 2022 and convertible senior subordinated notes by approximately $23.9 million and $25.0 million, respectively.

The following table presents our financial instruments that are sensitive to changes in interest rates. The table also presents the cash flows of the principal amounts of the financial instruments with the related weighted-average interest rates by expected maturity dates and the fair value of the instrument as of September 30, 2016:

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	Six Months Ended March 31,			Year Ended March 31,															Fair Value
	2017			2018			2019			2020		2021		Thereafter			Total		September 30, 2016
							(Amounts in thousands)
Variable Rates:
Senior Revolving Credit Facility(1)	$	—		$	301,000		$	—		$	—	$	—	$	—		$	301,000	$	301,000
Average Interest Rate	—			3.03		%	—			—		—		—
Production loans(2)	285,786			183,154			—			—		—		—			468,940		468,940
Average Interest Rate	3.70		%	3.70		%	—			—		—		—
Fixed Rates:
5.25% Senior Notes(3)	—			—			225,000			—		—		—			225,000		239,063
Average Interest Rate	—			—			5.25		%	—		—		—
Term Loan Due 2022(4)	—			—			—			—		—		400,000			400,000		404,500
Average Interest Rate	—			—			—			—		—		5.00		%
Principal Amounts of Convertible Senior Subordinated Notes:
January 2012 4.00% Notes	41,850			—			—			—		—		—			41,850		42,135
Average Interest Rate	4.00		%	—			—			—		—		—
April 2013 1.25% Notes	—			—			60,000			—		—		—			60,000		56,950
Average Interest Rate	—			—			1.25		%	—		—		—
	$	327,636		$	484,154		$	285,000		$	—	$	—	$	400,000		$	1,496,790	$	1,512,588

 ____________________

(1) Amended and restated senior revolving credit facility, which expires September 27, 2017 and bears interest of 2.50% over the Adjusted LIBOR rate.

(2) Represents amounts owed to film production entities on anticipated delivery date or release date of the titles or the contractual due dates of the obligation, that incur interest at rates ranging from approximately 3.53% to 3.79%.

(3) Senior secured second-priority notes with a fixed interest rate equal to 5.25%.

(4) Term loan maturing on March 17, 2022 with a fixed interest rate equal to 5.00%.

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Item 4.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required 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.

As of September 30, 2016, the end of the period covered by this report, the Company 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 Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective as of September 30, 2016.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, also evaluated whether any changes occurred to the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, there has been no such change during the period covered by this report.

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PART II

Item 1.  Legal Proceedings.

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, we do not believe, based on current knowledge, that the outcome of any currently pending legal proceedings in which the Company is currently involved will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flow.

For a discussion of certain claims and legal proceedings, see Note 16 - Contingencies to our unaudited condensed consolidated financial statements, which discussion is incorporated by reference into this Part II, Item 1, Legal Proceedings.

Item 1A.  Risk Factors.

Other than as set forth below, there were no other material changes to the risk factors previously reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

If our level of corporate debt increases, it could adversely affect our ability to raise additional capital to fund our operations, require us to dedicate substantial capital to servicing our debt obligations, expose us to interest rate risk, limit our ability to pursue strategic business opportunities, affect our ability to react to changes in the economy or our industry and prevent us from meeting our debt obligations.

As of September 30, 2016, our corporate debt was $1,027.9 million (carrying value - $1,009.8 million). In addition, our production loan obligations were $468.9 million (carrying value - $468.1 million).

On July 19, 2013, we redeemed $432.0 million of our 10.25% Senior Secured Second-Priority Notes (the “10.25% Senior Notes”), issued $225.0 million of our 5.25% Senior Secured Second-Priority Notes (the “5.25% Senior Notes”) and borrowed $225.0 million under our Second Lien Credit and Guarantee Agreement dated July 19, 2013 (the “Term Loan Due 2020”). On March 17, 2015, we redeemed the Term Loan Due 2020 and borrowed $375 million under our Second Lien Credit and Guarantee Agreement dated March 17, 2015 (the "Term Loan Due 2022"). On March 17, 2015, the April 2009 3.625% Notes were called for redemption and in April 2015, the holders of the notes converted substantially all of the outstanding principal amounts into common shares. On May 4, 2015, we amended the Term Loan Due 2022 to increase the aggregate principal amount to $400 million. On October 27, 2016, we closed a private offering of $520 million aggregate principal amount of 5.875% senior notes due 2024.

A substantial degree of leverage could have important consequences, including the following:

• it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, motion picture and television development, production and distribution, debt service requirements, acquisitions or general corporate or other purposes, or limit our ability to obtain such financing on terms acceptable to us;

• a portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including funding motion picture and television production, development and distribution and other operating expenses, capital expenditures and future business opportunities;

• the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations;

• certain of our borrowings, including borrowings under our secured credit facilities are at variable rates of interest, exposing us to the risk of increased interest rates;

• it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt;

• it may limit our ability to pursue strategic acquisitions and other business opportunities that may be in our best interests;

• we may be vulnerable to a downturn in general economic conditions or in our business; and/or

• we may be unable to carry out capital spending that is important to our growth.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur additional debt in the future.

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Although each of our credit facilities and the indentures governing our senior secured notes contains covenants that, among other things, limit our ability to incur additional indebtedness, including guarantees, make restricted payments and investments, and grant liens on our assets, the covenants contained in such debt documents provide a number of important exceptions and thus, do not prohibit us or our subsidiaries from doing so. Such exceptions will provide us substantial flexibility to incur indebtedness, grant liens and expend funds to operate our business. For example, under the terms of the indenture governing our senior secured notes (i) with few restrictions, we may incur indebtedness in connection with certain film and television financing arrangements, including without limitation, purchasing or acquiring rights in film or television productions or financing print and advertising expenses, and such indebtedness may be secured by liens senior to the liens in respect of our senior secured notes, and (ii) in limited circumstances, we may make investments in assets that are not included in the borrowing base supporting our senior secured notes, in each case, without having to meet the leverage ratio tests for debt incurrence or to fit such investments within the restricted payments “build up basket” or within other categories of funds applicable to making investments and other restricted payments under the indenture governing our senior secured notes.

In addition, we may incur additional indebtedness through our senior secured credit facility. We may borrow up to $800 million under the senior secured credit facility. At September 30, 2016, we have $301.0 million of borrowings under our senior secured credit facility, and no letters of credit outstanding. We could borrow some or all of the remaining permitted amount in the future. The amount we have available to borrow under this facility depends upon our borrowing base, which in turn depends on the value of our existing library of films and television programs, as well as accounts receivable and cash held in collateral accounts. If new debt is added to our and our subsidiaries' existing debt levels, this has the potential to magnify the risks discussed above relating to our ability to service our indebtedness and the potential adverse impact our high level of indebtedness could have on us.

An increase in the ownership of our common shares by certain shareholders could trigger a change in control under the agreements governing our long-term indebtedness.

The agreements governing certain of our long-term indebtedness contain change in control provisions that are triggered when any of our shareholders, directly or indirectly, acquires ownership or control in excess of a certain percentage of our common shares. As of November 1, 2016, four of our shareholders, Mark H. Rachesky, M.D., Capital Research Global Investors, Vanguard Group Inc., FMR, LLC, and their respective affiliates, beneficially owned approximately 20.4%, 4.7%, 4.5% and 4.5%, respectively, of our outstanding common shares

Under certain circumstances, including the acquisition of ownership or control by a person or group in excess of 50% of our common shares, the holders of our senior secured notes and our convertible senior subordinated notes may require us to repurchase all or a portion of such notes upon a change in control and the holders of our convertible senior subordinated notes may be entitled to receive a make whole premium based on the price of our common shares on the change in control date. We may not be able to repurchase these notes upon a change in control because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our secured credit facilities from repurchasing all of the notes tendered by holders upon a change in control. Our failure to repurchase our senior secured notes upon a change in control would cause a default under the indentures governing the senior secured notes and the convertible senior subordinated notes and a cross-default under our secured credit facilities.

Our secured credit facilities also provide that a change in control, which includes a person or group acquiring ownership or control in excess of 50% of our outstanding common shares, will be an event of default that permits lenders to accelerate the maturity of borrowings thereunder and to enforce security interests in the collateral securing such debt, thereby limiting our ability to raise cash to purchase our outstanding senior secured notes and convertible senior subordinated notes. Any of our future debt agreements may contain similar provisions.

Certain shareholders own a substantial amount of our outstanding common shares.

As of November 1, 2016, four of our shareholders beneficially owned an aggregate of 50,673,469 of our common shares, or approximately 34.2% of the outstanding shares. In addition, one of these shareholders, Mark H. Rachesky, M.D., the beneficial owner of approximately 20.4% of our outstanding common shares, currently serves as the Chairman of our Board of Directors. Accordingly, these four shareholders, collectively, have the power to exercise substantial influence over us and on matters requiring approval by our shareholders, including the election of directors, the approval of mergers and other significant corporate transactions. This concentration of ownership may make it more difficult for other shareholders to effect substantial changes in our company and may also have the effect of delaying, preventing or expediting, as the case may be, a change in control of our company.

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Sales of a substantial number of shares of our common shares, or the perception that such sales might occur, could have an adverse effect on the price of our common shares, and therefore our ability to raise additional capital to fund our operations.

As of November 1, 2016, approximately 20.4% of our common shares were held beneficially by certain individuals and institutional investors who each had ownership of equal to or greater than 5% of our common shares. We also filed resale registration statements to enable certain shareholders who received our common shares in connection with acquisitions and certain holders of debt convertible into our common shares, to resell our common shares. Sales by such individuals and institutional investors of a substantial number of shares of our common shares into the public market, or the perception that such sales might occur, could have an adverse effect on the price of our common shares, which could materially impair our ability to raise capital through the sale of common shares or debt that is convertible into our common shares.

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The merger (defined below) is subject to a number of conditions, and may not be completed on the terms or timeline currently contemplated, or at all.

Lionsgate and Starz entered into a definitive agreement andplan of merger on June 30, 2016, providing for the acquisition of Starz by Lionsgate (which we refer to as the “merger agreement”). Pursuant to the terms of themerger agreement, a wholly owned subsidiary of Lionsgate will merge with and into Starz, with Starz continuing as the surviving corporation and becoming anindirect wholly owned subsidiary of Lionsgate (which we refer to as the “merger”).

Under the terms of the merger agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect a reorganization of its outstanding share capital (which we refer to as the “reclassification”), pursuant to which each existing Lionsgate common share, without par value (which we refer to as the “Lionsgate common shares”), will be converted into 0.5 shares of newly issued Class A voting shares, without par value, of Lionsgate (which we refer to as the “Lionsgate voting shares”) and 0.5 shares of newly issued Class B non-voting shares, without par value, of Lionsgate (which we refer to as the “Lionsgate non-voting shares” and together with the Lionsgate voting shares as the “Lionsgate post-reclassification shares”).

Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock, par value $0.01 (which we refer to as the “Starz Series A common stock”), will be converted into the right to receive $18.00 in cash and 0.6784 Lionsgate non-voting shares, and (b) each share of Starz Series B common stock, par value $0.01 (which we refer to as the “Starz Series B common stock,” and together with the Starz Series A common stock as the “Starz common stock”), will be converted into the right to receive $7.26 in cash, 0.6321 Lionsgate non-voting shares and 0.6321 Lionsgate voting shares, in each case, subject to the terms and conditions of the merger agreement.

Concurrently with the execution of the merger agreement, Lionsgate entered into a stock exchange agreement (which we refer to as the “exchange agreement”) on June 30, 2016 with John C. Malone, Robert R. Bennett and certain of their respective affiliates (which we refer to collectively as the “M-B stockholders”). Pursuant to the terms of the exchange agreement, if the merger does not occur and the merger agreement is terminated (a) by Lionsgate because the Starz board of directors changes its recommendation in favor of the transactions contemplated by the merger agreement, (b) by Starz in order to enter into a superior transaction or (c) by either party because Starz’s stockholders fail to approve the Starz merger proposal (as defined below), then the M-B stockholders will sell to a wholly owned subsidiary of Lionsgate all shares of Starz Series B common stock held by the M-B stockholders (which we refer to as the “Starz exchange shares”) in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued Lionsgate common shares (which we refer to as the “exchange”), subject to the terms and conditions of the exchange agreement. If the M-B stockholders elect to receive all cash consideration in the exchange, or if Lionsgate fails to receive the required stockholder approval to issue Lionsgate common shares to the M-B stockholders in the exchange, the M-B stockholders will instead receive per share consideration of $36.30 in cash for each share of Starz Series B common stock sold in the exchange.

As we previously announced, on November 10, 2015, Lionsgate entered into an investor rights agreement (which we refer to as the “investor rights agreement”) with Liberty Global plc (which we refer to as “LGP”), Discovery Communications, Inc. (which we refer to as “Discovery”), MHR Fund Management, LLC (which we refer to as “MHR”) and certain of their respective affiliates, pursuant to which, among other things, Lionsgate granted LGP, Discovery and MHR preemptive rights of first offer with respect to the issuance of New Issue Securities (as defined in the investor rights agreement) for cash consideration (which we refer to as “preemptive rights”). Concurrently with the execution of the merger agreement, on June 30, 2016, Lionsgate and the other parties to the investor rights agreement entered into an amendment to the investor rights agreement, pursuant to which Lionsgate agreed to seek the approval of its stockholders for all issuances of New Issue Securities (including Lionsgate common shares, Lionsgate voting shares and Lionsgate non-voting shares) to LGP, Discovery and MHR in connection with their exercise of preemptive rights under the investor rights agreement during the five-year period following the receipt of such stockholder approval. Lionsgate has agreed that it will not issue any New Issue Securities (including Lionsgate common shares, Lionsgate voting shares and/or Lionsgate non-voting shares) until it obtains stockholder approval for such issuance if stockholder approval would be required in order to give effect to the preemptive rights granted in the investor rights agreement.

The completion of the merger is subject to certain conditions, including (a) approval of the Starz merger proposal by the affirmative vote of the outstanding aggregate voting power of Starz Series A common stock and Series B common stock, voting together as a single class; (b) approval of each of the Lionsgate reclassification proposals by the affirmative vote of the holders of a two-thirds majority of the votes cast by holders of Lionsgate common shares at the Lionsgate special meeting, assuming a quorum is present; (c) approval of the Lionsgate merger issuance proposal by the affirmative vote of the majority of the votes cast by holders of Lionsgate common shares at the Lionsgate special meeting, assuming a quorum is present; (d) completion of the reclassification; (e) expiration or termination of any applicable waiting period under the HSR Act and German competition laws; (f) receipt of requisite FCC approval; (g) the effectiveness of the registration statement on Form S-4; (h) authorization of the Lionsgate voting shares and Lionsgate non-voting shares to be issued in the merger for listing on the NYSE; (i) the absence of any law, order, or other legal restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or other governmental authority

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of competent jurisdiction, which prohibits, renders illegal or permanently enjoins the consummation of the transactions contemplated by the merger agreement; (j) the truth of the other party’s representations and warranties in the merger agreement, subject to certain materiality standards; (k) the other party’s performance, in all material respects, with its covenants required to be performed by it under the merger agreement and the Starz voting agreements, Lionsgate voting agreements and exchange agreement, as applicable, prior to the effective time of the merger; (l) the other party not having had a “material adverse effect,” as defined under the merger agreement; and (m) in the case of Lionsgate, Starz having delivered to Lionsgate an executed payoff letter in reasonable and customary form and substance in respect of the Starz credit agreement, and the Starz credit agreement having been terminated and all amounts outstanding thereunder shall have been repaid and satisfied in full.

Lionsgate cannot assure its shareholders that the merger will be consummated on the terms or timeline currently contemplated or at all. Many of the conditions to closing of the merger are not within the control of Lionsgate, and Lionsgate cannot predict when or if these conditions will be satisfied. The failure to meet all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause Lionsgate not to realize some or all of the benefits that Lionsgate expects to achieve if the merger is successfully completed within its expected timeframe.

Failure to complete the merger could adversely affect the share price and the future business and financial results of Lionsgate.

If the merger is not completed for any reason, including as a result of the Lionsgate shareholders or the Starz stockholders failing to approve the necessary proposals, the ongoing businesses of Lionsgate may be adversely affected and, without realizing any of the benefits of having completed the merger, Lionsgate will be subject to numerous risks, including the following:

• Lionsgate being required, under certain circumstances, to pay Starz a termination fee in connection with the merger agreement;

• Lionsgate having to pay substantial costs relating to the merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the merger;

• Lionsgate experiencing negative reactions from the financial markets, including negative impacts on their respective stock prices, or from their respective customers, regulators and employees;

• Lionsgate having had to comply with restrictions on the conduct of their respective business prior to the completion of the merger, as set forth in the merger agreement;

• the management of Lionsgate focusing on the merger instead of on pursuing other opportunities that could be beneficial to the company, in each case, without realizing any of the benefits of having the merger completed; and

• reputational harm due to the adverse perception of any failure to successfully complete the merger.

If the merger is not completed, Lionsgate cannot assure its shareholders that these risks will not materialize and will not materially affect the business, financial results and share price of Lionsgate.

The pendency of the merger could adversely affect the business and operations of Lionsgate.

In connection with the pending merger, some customers or vendors of Lionsgate may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of Lionsgate, regardless of whether the merger is completed. Similarly, current and prospective employees of Lionsgate may experience uncertainty about their future roles with Lionsgate following the merger, which may materially adversely affect the ability of Lionsgate to attract and retain key personnel during the pendency of the merger. In addition, due to operating covenants in the merger agreement, Lionsgate may be unable (without the other party’s prior written consent), during the pendency of the merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial. The risks, and adverse effects, of such disruptions could be exacerbated by a delay in the completion of the merger or termination of the merger agreement. These factors could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of Lionsgate, regardless of whether the merger is completed.

Lionsgate expects to incur substantial transaction and merger-related transition expenses in connection with the merger.

Lionsgate expects that it will incur substantial, non-recurring expenses in completing the merger and the reclassification and integrating the business, operations, networks, systems, technologies, policies and procedures of Lionsgate and Starz. While Lionsgate has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. The expenses in connection with the merger and the reclassification are expected to be significant, although the aggregate amount and timing of such charges remain uncertain at

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present. Some of these costs are payable regardless of whether the merger, any other transaction contemplated by the merger agreement or the exchange is completed.

Following the merger, Lionsgate may be unable to integrate the business of Starz successfully or realize the anticipated synergies and related benefits of the merger or do so within the anticipated time frame.

The merger involves the combination of two companies which currently operate as independent public companies. Lionsgate will be required to devote significant management attention and resources to integrating the business practices and operations of Starz. Potential difficulties Lionsgate may encounter in the integration process include the following:

• the inability to successfully combine the businesses of Lionsgate and Starz in a manner that permits Lionsgate to achieve the benefits anticipated to result from the merger, in the time frame currently anticipated or at all;

• the complexities associated with managing Lionsgate out of several different locations and integrating personnel from the two companies;

• the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases;

• the failure by Lionsgate to retain key employees of either Lionsgate or Starz;

• potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger; and

• performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention in connection with completing the merger and integrating the companies’ operations.

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of Lionsgate’s management, the disruption of Lionsgate’s ongoing business or inconsistencies in Lionsgate’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of Lionsgate to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the merger, or could otherwise adversely affect the business and financial results of Lionsgate following the merger.

Other external factors may limit Lionsgate’s ability to realize the anticipated synergies of the merger. For example, changes in interest rates, prior to the completion of the merger, may limit Lionsgate’s ability to achieve all of the incremental tax synergies it expects from its global cash management, financing, and distribution operations.

The future results of Lionsgate will suffer if Lionsgate does not effectively manage its operations following the merger.

Following the merger, Lionsgate may continue to expand its operations through additional acquisitions, development opportunities and other strategic transactions, some of which involve complex challenges. The future success of Lionsgate will depend, in part, upon the ability of Lionsgate to manage its expansion opportunities, which poses substantial challenges for Lionsgate to integrate new operations into its existing business in an efficient and timely manner. No assurance can be given that Lionsgate’s expansion or acquisition opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

Significant additional indebtedness will be incurred by Lionsgate in connection with the merger that could adversely affect Lionsgate’s operations and financial condition after the merger.

As of September 30, 2016, Lionsgate had corporate debt of approximately $1,027.9 million and production loan obligations of $468.9 million, and Lionsgate will incur significant additional indebtedness in connection with the merger. As of June 30, 2016, on a pro forma basis after giving effect to the merger, Lionsgate and its subsidiaries will have corporate debt of $3,821.9 million, capitalized lease obligations of $62.0 million and production loan obligations of $530.9 million, approximately $3,642.9 million of which will be secured (including production loan obligations of $530.9 million and capitalized lease obligations of $62.0 million). The incurrence of new indebtedness could have adverse consequences on Lionsgate’s business following the merger, such as:

• requiring Lionsgate to use a substantial portion of its cash flow from operations to service its indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions or limiting Lionsgate’s ability to obtain additional financing to fund such needs;

• exposing Lionsgate to increased interest expense to the extent Lionsgate refinances existing debt with higher cost debt, including potential movement of interest rates prior to the completion of the merger;

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• increasing Lionsgate’s vulnerabilities to fluctuations in market interest rates to the extent that Lionsgate’s debt is subject to floating interest rates;

• limiting Lionsgate’s ability to compete with other companies that are not as highly leveraged, as Lionsgate may be less capable of responding to adverse economic and industry conditions; and

• restricting the way in which Lionsgate conducts its business because of financial and operating covenants in the agreements governing Lionsgate’s existing and future indebtedness and exposing Lionsgate to potential events of default (if not cured or waived) under covenants contained in Lionsgate’s debt instruments.

The impact of any of these potential adverse consequences could have a material adverse effect on Lionsgate’s results of operations, financial condition, and liquidity.

The market price of Lionsgate post-reclassification shares may decline as a result of the merger.

The market price of Lionsgate post-reclassification shares may decline as a result of the merger if Lionsgate does not achieve the expected benefits of the merger or the effect of the merger on Lionsgate’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the reclassification and the merger, Lionsgate shareholders will own interests in Lionsgate, which will operate an expanded business with a different mix of assets, risks and liabilities. Current shareholders of Lionsgate may not wish to continue to invest in Lionsgate, or for other reasons may wish to dispose of some or all of their Lionsgate voting shares and/or Lionsgate non-voting shares. If, following the effective time of the merger, large amounts of Lionsgate post-reclassification shares are sold, the price of Lionsgate post-reclassification shares could decline.

Lionsgate shareholders will be diluted by the merger.

The merger will dilute the ownership position of Lionsgate shareholders. Based upon the number of outstanding shares of Lionsgate on October 31, 2016 and the number of outstanding shares of Starz common stock on October 31, 2016, current Lionsgate shareholders will continue to own approximately 68.8% of the outstanding Lionsgate post-reclassification shares (including 54.2% of the outstanding Lionsgate non-voting shares and 94.2% of the outstanding Lionsgate voting shares).

Consequently, Lionsgate shareholders, as a general matter, will have less influence over the management and policies of Lionsgate after the completion of the merger than they currently exercise over the management and policies of Lionsgate, respectively.

Following the merger, Lionsgate may be unable to retain key employees.

The success of Lionsgate after the merger will depend in part upon its ability to retain key Lionsgate and Starz employees. Key employees may depart either before or after the merger because of issues relating to the uncertainty and difficulty of separation or integration or a desire not to remain with Lionsgate following the merger. Accordingly, no assurance can be given that Lionsgate, Starz or, following the merger, Lionsgate will be able to retain key employees to the same extent as in the past.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Securities

On May 31, 2007, our Board of Directors authorized the repurchase of up to $50 million of our common shares. On each of May 29, 2008 and November 6, 2008, our Board of Directors authorized additional repurchases up to an additional $50 million of our common shares. On December 17, 2013, our Board of Directors authorized the Company to increase its stock repurchase plan to $300 million and on February 2, 2016, our Board of Directors authorized the Company to further increase its stock repurchase plan to $468 million. To date, approximately $283.2 million (or 15,729,923) of our common shares have been purchased, leaving approximately $184.7 million of authorized potential purchases. The remaining $184.7 million of our common shares may be purchased from time to time at the Company’s discretion, including quantity, timing and price thereof, and will be subject to market conditions. Such purchases will be structured as permitted by securities laws and other legal requirements. The share repurchase program has no expiration date.

The Company did not repurchase any shares during the three months ended September 30, 2016.

Additionally, during the three months ended September 30, 2016, 1,652,623 common shares were withheld upon the vesting of

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restricted share units, share issuances and stock option exercises to satisfy minimum statutory federal, state and local tax withholding obligations.

Unregistered Sales of Equity Securities

As previously disclosed, on June 30, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Starz, a Delaware corporation (“Starz”) and Orion Arm Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides that Merger Sub will merge with and into Starz, with Starz continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Lions Gate (the “Merger”).

On October 21, 2016, the Company and Lions Gate Entertainment Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“LGEI”), entered into a Securities Issuance and Payment Agreement (the “Securities Issuance Agreement”), pursuant to which the Company and LGEI agreed to issue to AT&T Media Holdings, Inc. (“AT&T”) $50 million in, at LGEI’s election, (a) an equal number of Company voting shares and Company non-voting shares, (b) cash or (c) a combination thereof, and paid in three $16.67 million annual installments, beginning on the first anniversary of the consummation of the proposed Merger. The Company voting shares and Company non-voting shares will be deemed to have a value equal to the 30-day volume weighted average price of Company voting shares or Company non-voting shares, respectively, as of the business day immediately prior to the applicable payment date.

The Company entered into the Securities Issuance Agreement in connection with Starz’s multi-year extensions of its affiliation agreements with both AT&T Services, Inc. and DIRECTV, LLC (the “affiliation agreements”). The Securities Issuance Agreement will become effective only upon the closing of the proposed Merger and will terminate upon certain terminations of the affiliation agreements.

The Company has not completed the reorganization of its share capital and has not yet issued any Company voting shares or Company non-voting shares pursuant to the Securities Issuance Agreement. The Company voting shares and Company non-voting shares, if any, to be issued pursuant to the Securities Issuance Agreement are expected to be issued as a private placement to AT&T in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

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Item 6. Exhibits.

Exhibit
Number	Description of Documents
3.1(1)	Articles
3.2(2)	Notice of Articles
3.3(3)	Vertical Short Form Amalgamation Application
3.4(3)	Certificate of Amalgamation
10.127*	Lions Gate Entertainment Corp. 2012 Performance Incentive Plan.
10.128(4)*	Amendment to Employment Agreement, dated October 11, 2016, between the Company and Jon Feltheimer
10.129(5)	Indenture, dated as of October 27, 2016, by and between LG FinanceCo Corp. and Deutsche Bank Trust Company Americas, as trustee
10.130(5)	Securities Issuance and Payment Agreement, dated as of October 21, 2016, by and among Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and AT&T Media Holdings, Inc.
10.131(5)	Registration Rights Agreement, dated as of October 21, 2016, by and among Lions Gate Entertainment Corp. and AT&T Media Holdings, Inc.
10.131(6)*	Amendment to Employment Agreement, dated November 3, 2016, between Lions Gate Entertainment Corp. and Michael Burns
31.1	Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements

__________________________

(1) 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.

(2) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, as filed on February 9, 2011

(3) 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.

(4) Incorporated by reference as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed on October 13, 2016.

(5) Incorporated by reference as Exhibits to the Company's Current Report on Form 8-K as filed on October 27, 2016.

(6) Incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on November 4, 2016.

* Management contract or compensatory plan or arrangement.

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SIGNATURES

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

	LIONS GATE ENTERTAINMENT CORP.
	By:	/s/ JAMES W. BARGE
		Name:	James W. Barge
DATE: November 8, 2016		Title:	Duly Authorized Officer and Chief Financial Officer

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EX-10.127

EXHIBIT 10.127

LIONS GATE ENTERTAINMENT CORP.

2012 PERFORMANCE INCENTIVE PLAN

1.PURPOSE OF PLAN

The purpose of this Lions Gate Entertainment Corp. 2012 Performance Incentive Plan (this “Plan”) of Lions Gate Entertainment Corp., a company continued under the laws of the Province of British Columbia (the “Corporation”), is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Corporation’s shareholders.

2.ELIGIBILITY

The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the United States Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and “Board” means the Board of Directors of the Corporation.

3.PLAN ADMINISTRATION

3.1 The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees (or subcommittees, as the case may be) appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by

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applicable law, to one or more officers of the Corporation, its authority under this Plan. The Board or another committee (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

3.2 Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, determine the particular Eligible Persons who will receive an award under this Plan;

(b) grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons (in the case of securities-based awards), determine the other specific terms and conditions of awards consistent with the express limits of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance-based exercisability or vesting requirements, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, and establish the events (if any) of termination, expiration or reversion of such awards;

(c) approve the forms of any award agreements (which need not be identical either as to type of award or among participants);

(d) construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, make any and all determinations under this Plan and any such agreements, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

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(f) accelerate, waive or extend the vesting or exercisability, or modify or extend the term of any or all such outstanding awards (in the case of options or share appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

(g) adjust the number of Common Shares subject to any award, adjust the price of any or all outstanding awards or otherwise waive or change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no repricing provision below);

(h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action to approve the award (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action approving the award);

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take any other actions contemplated by Section 7 in connection with the occurrence of an event of the type described in Section 7;

(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject to the no repricing provision below); and

(k) determine the fair market value of the Common Shares or awards under this Plan from time to time and/or the manner in which such value will be determined.

3.3 Prohibition on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except for an adjustment pursuant to Section 7.1 or a repricing approved by shareholders, in no case may the Administrator (1) amend an outstanding stock option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award.

3.4     Binding Determinations. Any determination or other action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction

3

thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant with respect to an award.

3.5     Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.

3.6 Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.

4.COMMON SHARES SUBJECT TO THE PLAN; SHARE LIMITS

4.1     Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common Shares and any Common Shares held as treasury shares. For purposes of this Plan, “Common Shares” shall mean the common shares of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.

4.2 Aggregate Share Limit. The maximum number of Common Shares that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to:

(1) 29,683,000 Common Shares, plus

(2) the number of any shares subject to stock options and share appreciation rights granted under the Corporation’s 2004 Performance Incentive Plan, as amended (the “2004 Plan”) and outstanding as of March 31, 2012 which expire, or for any reason are cancelled or terminated, after March 31, 2012 without being exercised (which, for purposes of clarity, shall

4

become available for award grants under this Plan on a one-for-one basis), plus

(3) the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2004 Plan that are outstanding and unvested on March 31, 2012 that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation after March 31, 2012 without having become vested (with any such shares increasing the Share Limit based on the Full Value Award Ratio specified below in effect at the time of forfeiture, termination, cancellation or repurchase, as the case may be).

Shares issued in respect of any “Full-Value Award” granted under this Plan at any time on or after the date of the Corporation’s 2014 annual meeting of shareholders (the “2014 Annual Meeting Date”), shall be counted against the foregoing Share Limit as 1.9 shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 Common Shares is granted under this Plan on or after the 2014 Annual Meeting Date, 190 shares shall be charged against the Share Limit in connection with that award.)     Shares issued in respect of any Full-Value Award granted under this Plan at any time prior to the 2014 Annual Meeting Date shall be counted against the foregoing Share Limit as 2.0 shares for every one share issued in connection with such award. For this purpose, a “Full-Value Award” means any award under this Plan that is not a stock option grant or a share appreciation right grant.

4.3     Additional Share Limits. The following limits also apply with respect to awards granted under this Plan. These limits are in addition to, not in lieu of, the aggregate Share Limit in Section 4.2.

(a) The maximum number of Common Shares that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 31,600,000 shares.

(b) The maximum number of Common Shares subject to those options and share appreciation rights that are granted under this Plan during any calendar year to any one individual under this Plan is 3,000,000 shares.

(c) Additional limits with respect to Qualified Performance-Based Awards are set forth in Section 5.2.3.

5

Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.

4.4 Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this Section 4.4:

(a) Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan.

(b) To the extent that Common Shares are delivered pursuant to the exercise of a SAR or stock option granted under this Plan, the number of underlying shares as to which the exercise related shall be counted against the Share Limit, as opposed to only counting the shares issued. (For purposes of clarity, if a SAR relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the Share Limit with respect to such exercise.)

(c) Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any stock option or SAR granted under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related to any stock option or SAR granted under this Plan, shall not be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any Full-Value Award granted under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related to any Full-Value Award granted under this Plan, shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan, provided that any one (1) share so exchanged or withheld in connection with any Full-Value Award shall be credited based on the Full-Value Award ratio set forth above shares when determining the number of shares that shall again become available for subsequent awards under this Plan.

(d) In addition, shares that are exchanged by a participant or withheld by the Corporation after the date on which shareholders initially approved this Plan as full or partial payment in connection with any Full-Value Award granted under the 2004 Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries after such date to satisfy the tax withholding obligations related to any Full-Value Award granted under the 2004 Plan, shall be available for new awards under this Plan, provided that any one (1) share so exchanged or withheld in connection with any Full-Value Award shall be credited based on the Full-Value Award ratio set forth above shares when determining the

6

number of shares that shall again become available for subsequent awards under this Plan. For purposes of clarity, shares that are exchanged by a participant or withheld by the Corporation or a Subsidiary as payment in connection with a stock option or SAR granted under the 2004 Plan, or to satisfy any tax withholding obligations in connection with such a stock option or SAR, shall not be available for awards under this Plan.

(e) To the extent that an award granted under this Plan is settled in cash or a form other than Common Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan.

(f) In the event that Common Shares are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 95 shares (after giving effect to the Full-Value Award premium counting rules) shall be counted against the Share Limit). Except as otherwise provided by the Administrator, shares delivered in respect of dividend equivalent rights shall not count against any individual award limit under this Plan other than the aggregate Share Limit.

Refer to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Section 4.3, Section 7 and Section 8.10. The share limits of Section 4.3 shall be applied on a one-for-one basis without applying the Full-Value Award premium counting rule taken into account in determining the Share Limit. The foregoing adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder.

4.5 No Fractional Shares; Minimum Issue.Unless otherwise expressly provided by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards (or any particular award) granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.

5.AWARDS

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5.1 Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

5.1.1Stock Options. A stock option is the grant of a right to purchase a specified number of Common Shares during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The agreement evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a Common Share on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

5.1.2Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of shares with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Shares subject to ISOs under this Plan and shares subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Common Shares are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding Common Shares possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.

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5.1.3Share Appreciation Rights. A share appreciation right or “SAR” is a right to receive a payment, in cash and/or Common Shares, equal to the excess of the fair market value of a specified number of Common Shares on the date the SAR is exercised over the “base price” of the award, which base price shall be set forth in the applicable award agreement and shall be not less than 100% of the fair market value of a Common Share on the date of grant of the SAR. The maximum term of a SAR shall be ten (10) years.

5.1.4Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Common Shares, and any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent rights may not be granted as to a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the unvested portion of a restricted stock award that is subject to performance-based vesting requirements or the unvested portion of a stock unit award that is subject to performance-based vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable performance-based vesting requirements are not satisfied.

5.2 Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Section 5.1.4 above may be, and options and SARs granted to officers and employees also may be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code. An Award (other than an option or SAR) intended by the Administrator to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code is referred to as a “Qualified Performance-Based Award.” An option or SAR intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code is referred to as a “Qualifying Option or SAR.” The grant, vesting, exercisability or payment of Qualified Performance-Based Awards may depend on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using one or more of the Business Criteria set forth below (on an absolute or relative (including, without limitation, relative to the performance of one or more other companies or upon comparisons of any of the indicators of performance relative to one or more other companies) basis, any of which may also be expressed as a growth or decline measure relative to an amount or performance for a prior date or period) for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination of the foregoing. Any Qualified Performance-Based Award shall be subject to the following provisions of this

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Section 5.2, and a Qualifying Option or SAR shall be subject to the following provisions of this Section 5.2 only to the extent expressly set forth below. Nothing in this Plan, however, requires the Administrator to qualify any award or compensation as “performance-based compensation” under Section 162(m) of the Code.

5.2.1Class; Administrator. The eligible class of persons for Qualified Performance-Based Awards under this Section 5.2, as well as for a Qualifying Option or SAR, shall be officers and employees of the Corporation or one of its Subsidiaries. To qualify awards as performance-based under Section 162(m), the Administrator approving Qualified Performance-Based Awards or a Qualifying Option or SAR, or making any certification required pursuant to Section 5.2.4, must constitute a committee consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code).

5.2.2Performance Goals.

(a) The specific performance goals for Qualified Performance-Based Awards shall be established based on one or more of the following business criteria (“Business Criteria”) as selected by the Administrator in its sole discretion: earnings per share, cash flow (which means cash and cash equivalents derived from either net cash flow from operations or net cash flow from operations, financing and investing activities), share price, total shareholder return, gross or net sales or revenue, operating income (before or after taxes), net income (before or after interest, taxes, depreciation and/or amortization), return on equity or on assets or on net assets or on capital or on sales, gross or net profit or operating margin, funds from operations, working capital, market share, cost containment or reduction, or any combination thereof. The applicable performance measurement period may not be less than three months nor more than 10 years.

(b) The terms of the Qualified Performance-Based Awards may specify the manner, if any, in which performance targets (or the applicable measure of performance) shall be adjusted: to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses; to exclude restructuring and/or other nonrecurring charges; to exclude the effects of financing activities; to exclude exchange rate effects; to exclude the effects of changes to accounting principles; to exclude the effects of any statutory adjustments to corporate tax rates; to exclude the effects of any items of an unusual nature or of infrequency of occurrence; to exclude the effects of acquisitions or joint ventures; to exclude the effects of discontinued operations; to assume that any business divested achieved performance objectives at targeted levels during the balance of a performance period following such divestiture or to exclude the effects of any divestiture; to exclude the effect of any event or transaction referenced in Section 7.1; to exclude the effects of stock-based compensation; to exclude the award of bonuses; to exclude amortization of acquired intangible assets; to exclude the goodwill and intangible asset impairment charges; to exclude the effect of any other unusual, non-recurring gain or

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loss, non-operating item or other extraordinary item; to exclude the costs associated with any of the foregoing or any potential transaction that if consummated would constitute any of the foregoing; or to exclude other items specified by the Administrator at the time of establishing the targets.

(c) To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance formula, goal or goals (“targets”) must be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code.

5.2.3Form of Payment; Maximum Qualified Performance-Based Award. Grants or awards under this Section 5.2 may be paid in cash or Common Shares or any combination thereof. Qualifying Option or SAR awards granted to any one participant in any one calendar year shall be subject to the limit set forth in Section 4.3(b). A Qualified Performance-Based Award shall be subject to the following applicable limit: (a) in the case of a Qualified Performance-Based Award where the value of the Award is expressed as a number or range of number of Common Shares (such as, without limitation, a Qualified Performance-Based Award in the form of a restricted stock, performance stock, or stock unit award) or a Qualified Performance-Based Award where the amount of cash payable upon or following vesting of the award is determined with reference to the fair market value of a Common Share at such time, the maximum number of Common Shares which may be subject to such Qualified Performance-Based Awards described in this clause (a) that are granted to any one participant in any one calendar year shall not exceed 3,000,000shares (counting such shares on a one-for-one basis for this purpose), either individually or in the aggregate, subject to adjustment as provided in Section 7.1; and (b) in the case of other Qualified Performance-Based Awards (such as a Qualified Performance-Based Award where the potential payment is a stated cash amount or range of stated cash amounts, whether the payment is ultimately made in cash or Common Shares by converting the applicable cash amount into a number of Common Shares based on the fair market value of a Common Share upon or following vesting of the award), the aggregate amount of compensation to be paid to any one participant in respect of all such Qualified Performance-Based Awards granted to that participant in any one calendar year shall not exceed $15,000,000. The limits in clauses (a) and (b) in the preceding sentence are separate, independent limits, and a Qualified Performance-Based Award shall be subject to the applicable limit but not both limits. For clarity, an eligible individual may receive, during any applicable year, awards referenced in clause (a) of this Section 5.2.3 not in excess of the limit of that clause, awards referenced in clause (b) of this Section 5.2.3 not in excess of the limit of that clause, Qualifying Option or SAR awards not in excess of the limit set forth in Section 4.3(b), as well as other types of awards (not referenced in this Section 5.2.3) under this Plan. Awards that are cancelled during the year shall

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be counted against any applicable limits of Section 4.3(b) and this Section 5.2.3 to the extent required by Section 162(m) of the Code.

5.2.4Certification of Payment. Before any Qualified Performance-Based Award is paid and to the extent applicable to qualify the award as performance-based compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Qualified Performance-Based Award were in fact timely satisfied.

5.2.5Reservation of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise.

5.2.6Expiration of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code (other than a Qualifying Option or SAR) shall terminate upon the first meeting of the Corporation’s shareholders that occurs in the fifth year following the year in which the Corporation’s shareholders first approve this Plan, subject to any subsequent extension that may be approved by shareholders.

5.3 Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved by the Administrator (an “award agreement”), and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.

5.4 Deferrals and Settlements. Payment of awards may be in the form of cash, Common Shares, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.

5.5 Consideration for Common Shares or Awards. The purchase price for any award granted under this Plan or the Common Shares to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:

• services rendered by the recipient of such award;

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• cash, check payable to the order of the Corporation, or electronic funds transfer;

• notice and third party payment in such manner as may be authorized by the Administrator;

• the delivery of previously owned Common Shares;

• by a reduction in the number of shares otherwise deliverable pursuant to the award; or

• subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable law. Common Shares used to satisfy the exercise price of an option shall be valued at their fair market value. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by any method other than cash payment to the Corporation.

5.6 Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) of a Common Share as reported on the composite tape for securities listed on the New York Stock Exchange (the “Exchange”) for the date in question or, if no sales of Common Shares were made on the Exchange on that date, the closing price (in regular trading) of a Common Share as reported on said composite tape for the next preceding day on which sales of Common Shares were made on the Exchange. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) of a Common Share as reported on the composite tape for securities listed on the Exchange on the last trading day preceding the date in question or the average of the high and low trading prices of a Common Share as reported on the composite tape for securities listed on the Exchange for the date in question or the most recent trading day. If the Common Shares are no longer listed or are no longer actively traded on the Exchange as of the applicable date, the fair market value of the Common Shares shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that

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fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

5.7Transfer Restrictions.

5.7.1Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.

5.7.2Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).

5.7.3Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:

(a) transfers to the Corporation (for example, in connection with the expiration or termination of the award),

(b) the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,    

(c) subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if received by the Administrator,

(d) if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or

(e) the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the Administrator.

5.8 International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to

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the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted need not comply with other specific terms of this Plan, provided that shareholder approval of any deviation from the specific terms of this Plan is not required by applicable law or any applicable listing agency.

6.EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

6.1 General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

6.2 Events Not Deemed Terminations of Employment. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable maximum term of the award.

6.3 Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.

7.ADJUSTMENTS; ACCELERATION

7.1Adjustments.

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(a) Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, conversion or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Shares; or any exchange of Common Shares or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Shares; then the Administrator shall equitably and proportionately adjust (1) the number and type of Common Shares (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of Common Shares (or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding awards.

(b) Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety, the Administrator shall equitably and proportionately adjust the performance standards and/or period applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding performance-based awards.

(c) It is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation and as applicable in the circumstances, Section 424 of the Code as to ISOs, Section 409A of the Code as to awards intended to comply therewith and not be subject to taxation thereunder, and Section 162(m) of the Code as to any Qualifying Option or SAR and any Qualified Performance-Based Award) and accounting (so as to not trigger any unintended charge to earnings with respect to such adjustment) requirements.

(d) Without limiting the generality of Section 3.4, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.

7.2Corporate Transactions - Assumption and Termination of Awards.

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(a) Upon any event in which the Corporation does not survive, or does not survive as a public company in respect of its Common Shares (including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Corporation, in any case in connection with which the Corporation does not survive or does not survive as a public company in respect of its Common Shares), then the Administrator may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding awards or the cash, securities or property deliverable to the holder of any or all outstanding awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Shares upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Administrator has made provision for the award to be terminated (and the Administrator has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the award): (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested,     all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award (with any performance goals applicable to the award in each case being deemed met, unless otherwise provided in the award agreement, at the “target” performance level); and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).

(b) Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.

(c) For purposes of this Section 7.2, an award shall be deemed to have been “assumed” if (without limiting other circumstances in which an award is assumed) the award continues after an event referred to above in this Section 7.2, and/or is assumed and continued by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)), and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the award, for each Common Share subject to the award immediately prior to the event, the consideration (whether cash, shares, or other securities or property)

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received in the event by the stockholders of the Corporation for each Common Share sold or exchanged in such event (or the consideration received by a majority of the stockholders participating in such event if the stockholders were offered a choice of consideration); provided, however, that if the consideration offered for a Common Share in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise or payment of the award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the stockholders participating in the event.

(d) The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award. In the case of an option, SAR or similar right as to which the per share amount payable upon or in respect of such event is less than or equal to the exercise or base price of the award, the Administrator may terminate such award in connection with an event referred to in this Section 7.2 without any payment in respect of such award.

(e) In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration and/or termination to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration and/or termination does not occur.

(f) Without limiting the generality of Section 3.4, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons.

(g) The Administrator may override the provisions of this Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in this Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.

7.3 Definition of Change in Control. With respect to a particular award granted under this Plan, a “Change in Control” shall be deemed to have occurred as of

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the first day, after the date of grant of the particular award, that any one or more of the following conditions shall have been satisfied:

(a)     The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding Common Shares of the Corporation (the “Outstanding Company Common Shares”) or (2) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with Sections (c)(1), (2) and (3) below;

(b)     Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation,

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a Parent, as defined above) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d)     Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above.

8.OTHER PROVISIONS

8.1 Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of Common Shares, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

8.2 No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3 No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this

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Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

8.4 Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Common Shares, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

8.5 Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of Common Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon any other tax withholding event with respect to any award, arrangements satisfactory to the Corporation shall be made to provide for any taxes the Corporation or any of its Subsidiaries may be required to withhold with respect to such award event or payment. Such arrangements may include (but are not limited to) any one of (or a combination of) the following:

(a) The Corporation or one of its Subsidiaries shall have the right to     require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of the amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment.

(b) The Corporation or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be) the amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment.

(c) In any case where a tax is required to be withheld in connection with the delivery of Common Shares under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in

21

accordance with authorized procedures for cashless exercises, necessary to satisfy the applicable withholding obligation on exercise, vesting or payment. Unless otherwise provided by the Administrator, in no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law to the extent the Corporation determines that withholding at any greater level would result in an award otherwise classified as an equity award under ASC Topic 718 (or any successor thereto) being classified as a liability award under ASC Topic 718 (or such successor).

8.6Effective Date, Termination and Suspension, Amendments.

8.6.1Effective Date. This Plan is effective as of July 16, 2012, the date of its approval by the Board (the “Effective Date”). This Plan shall be submitted for and subject to shareholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board and subject to any extension that may be approved by shareholders, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

8.6.2Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.

8.6.3Shareholder Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.

8.6.4Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3.

8.6.5Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions

22

contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

8.7 Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of share ownership as to any Common Shares not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.

8.8Governing Law; Severability.

8.8.1Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the State of California, except to the extent that the laws of British Columbia are applicable as the jurisdiction of incorporation of the Corporation, in each case notwithstanding any conflict of law provision of such jurisdiction to the contrary.

8.8.2Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.

8.9 Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

8.10 Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the Common Shares (or the securities otherwise applicable to the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset

23

acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

8.11 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Shares, under any other plan or authority.

8.12 No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect, or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders, boards of directors or committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan or authority (or any other action with respect to any benefit, incentive or compensation), or (g) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

8.13 Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Corporation or its Subsidiaries.

8.14 Clawback Policy. The awards granted under this Plan are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any Common Shares or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).

24

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jon Feltheimer certify that:

1.I have reviewed this quarterly report on Form 10-Q of Lions Gate Entertainment Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ JON FELTHEIMER

Jon Feltheimer

Chief Executive Officer

Date: November 8, 2016

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James W. Barge certify that:

1.I have reviewed this quarterly report on Form 10-Q of Lions Gate Entertainment Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ JAMES W. BARGE

James W. Barge

Chief Financial Officer

Date: November 8, 2016

EX-32.1

Exhibit 32.1

WRITTEN STATEMENT

PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned officers of Lions Gate Entertainment Corp. (the “Company”), pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, to their knowledge:

(i) the Form 10-Q of the Company (the “Report”) for the quarterly period ended September 30, 2016, fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for the periods presented in this report.

		/s/ JON FELTHEIMER
		Jon Feltheimer
		Chief Executive Officer
Date:	November 8, 2016
		/s/ JAMES W. BARGE
		James W. Barge
		Chief Financial Officer
Date:	November 8, 2016

XML

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2016	Nov. 01, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	LIONS GATE ENTERTAINMENT CORP /CN/
Entity Central Index Key	0000929351
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		148,332,947

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
ASSETS
Cash and cash equivalents	$ 105,953	$ 57,742
Restricted cash	2,900	2,906
Accounts receivable, net of reserves for returns and allowances of $42,355 (March 31, 2016 - $51,809) and provision for doubtful accounts of $5,519 (March 31, 2016 - $6,014)	953,251	1,049,289
Investment in films and television programs, net	1,328,798	1,478,296
Property and equipment, net	42,655	43,384
Investments	502,287	464,346
Goodwill	534,780	534,780
Other assets	71,207	69,075
Deferred tax assets	223,127	134,421
Total assets	3,764,958	3,834,239
LIABILITIES
Senior revolving credit facility	297,803	156,136
5.25% Senior Notes	221,689	220,796
Term Loan	389,197	388,207
Accounts payable and accrued liabilities	348,690	377,698
Participations and residuals	651,594	607,358
Film obligations and production loans	512,678	715,018
Convertible senior subordinated notes	101,140	99,984
Deferred revenue	292,038	328,244
Total liabilities	2,814,829	2,893,441
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest	93,025	90,525
SHAREHOLDERS' EQUITY
Common shares, no par value, 500,000,000 shares authorized, 148,301,707 shares issued (March 31, 2016 - 146,785,940 shares)	904,255	885,800
Retained earnings (accumulated deficit)	(18,453)	7,584
Accumulated other comprehensive loss	(28,698)	(43,111)
Total shareholders' equity	857,104	850,273
Total liabilities and shareholders' equity	$ 3,764,958	$ 3,834,239

XML

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Reserve for returns and allowances on accounts receivable	$ 42,355	$ 51,809
Provision for doubtful accounts on accounts receivable	$ 5,519	$ 6,014
Common shares, no par value
Authorized common shares	500,000,000	500,000,000
Common stock, shares issued	148,301,707	146,785,940
5.25% Senior Notes | Senior Secured Second-Priority Notes
Coupon rate	5.25%	5.25%

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues	$ 639,534	$ 476,759	$ 1,193,109	$ 885,700
Expenses:
Direct operating	386,908	292,810	753,184	523,120
Distribution and marketing	221,953	153,140	346,992	225,064
General and administration	84,491	67,577	163,158	128,289
Depreciation and amortization	4,347	2,520	9,963	4,350
Total expenses	697,699	516,047	1,273,297	880,823
Operating income (loss)	(58,165)	(39,288)	(80,188)	4,877
Interest expense
Cash interest	13,522	10,357	26,414	20,728
Amortization of debt discount and deferred financing costs	2,360	2,273	4,702	4,527
Total interest expense	15,882	12,630	31,116	25,255
Interest and other income	(1,231)	(555)	(2,180)	(1,155)
Total other expenses, net	14,651	12,075	28,936	24,100
Loss before equity interests and income taxes	(72,816)	(51,363)	(109,124)	(19,223)
Equity interests income	1,908	7,149	12,754	18,537
Loss before income taxes	(70,908)	(44,214)	(96,370)	(686)
Income tax provision (benefit)	(53,604)	(2,145)	(79,906)	699
Net loss	(17,304)	(42,069)	(16,464)	(1,385)
Less: Net (income) loss attributable to noncontrolling interest	(154)	0	260	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$ (17,458)	$ (42,069)	$ (16,204)	$ (1,385)
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
Basic net loss per common share (in usd per share)	$ (0.12)	$ (0.28)	$ (0.11)	$ (0.01)
Diluted net loss per common share (in usd per share)	$ (0.12)	$ (0.28)	$ (0.11)	$ (0.01)
Weighted average number of common shares outstanding:
Basic (in shares)	147,804	148,345	147,511	147,984
Diluted (in shares)	147,804	148,345	147,511	147,984
Dividends declared per common share (in usd per share)	$ 0	$ 0.09	$ 0.09	$ 0.16

XML

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net loss	$ (17,304)	$ (42,069)	$ (16,464)	$ (1,385)
Foreign currency translation adjustments, net of tax	(1,159)	(1,497)	(5,485)	1,993
Net unrealized gain (loss) on available-for-sale securities, net of tax	5,980	(30,232)	22,884	12,002
Net unrealized gain (loss) on foreign exchange contracts, net of tax	(383)	2,987	(2,986)	2,994
Comprehensive income (loss)	(12,866)	(70,811)	(2,051)	15,604
Less: Comprehensive (income) loss attributable to noncontrolling interest	(154)	0	260	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$ (13,020)	$ (70,811)	$ (1,791)	$ 15,604

XML

Unaudited Condensed Consolidated Statement of Shareholders' Equity - 6 months ended Sep. 30, 2016 - USD ($) $ in Thousands	Total	Common Shares	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)
Beginning balance, shares at Mar. 31, 2016		146,785,940
Beginning balance at Mar. 31, 2016	$ 850,273	$ 885,800	$ 7,584	$ (43,111)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, shares		561,612
Exercise of stock options	500	$ 500
Share-based compensation, net of withholding tax obligations, shares		943,240
Share-based compensation, net of withholding tax obligations of $26,732	24,740	$ 24,740
Issuance of common shares to directors for services, shares		10,915
Issuance of common shares to directors for services	236	$ 236
Dividends declared	(13,285)	$ (7,021)	(6,264)
Net loss attributable to Lions Gate Entertainment Corp. shareholders	(16,204)		(16,204)
Foreign currency translation adjustments, net of tax	(5,485)			(5,485)
Net unrealized gain on available-for-sale securities, net of tax	22,884			22,884
Net unrealized loss on foreign exchange contracts, net of tax	(2,986)			(2,986)
Noncontrolling interest adjustments to redemption value	(3,569)		(3,569)
Ending balance, shares at Sep. 30, 2016		148,301,707
Ending balance at Sep. 30, 2016	$ 857,104	$ 904,255	$ (18,453)	$ (28,698)

XML

Unaudited Condensed Consolidated Statement of Shareholders' Equity (Parenthetical) $ in Thousands	6 Months Ended
	Sep. 30, 2016 USD ($)
Statement of Stockholders' Equity [Abstract]
Withholding tax obligations for share-based compensation	$ 26,732

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating Activities:
Net loss	$ (16,464)	$ (1,385)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	9,963	4,350
Amortization of films and television programs	588,549	361,290
Amortization of debt discount and deferred financing costs	4,702	4,527
Non-cash share-based compensation	46,200	33,983
Other non-cash items	2,500	0
Equity interests income	(12,754)	(18,537)
Deferred income taxes	(86,861)	(2,612)
Changes in operating assets and liabilities:
Restricted cash	6	0
Accounts receivable, net	89,346	12,007
Investment in films and television programs	(446,670)	(535,470)
Other assets	(4,234)	(1,828)
Accounts payable and accrued liabilities	(8,449)	(34,300)
Participations and residuals	44,524	44,938
Film obligations	19,891	(11,148)
Deferred revenue	(35,851)	(24,423)
Net Cash Flows Provided By (Used In) Operating Activities	194,398	(168,608)
Investing Activities:
Investment in equity method investees	(5,344)	(3,659)
Distributions from equity method investees	2,263	0
Purchases of property and equipment	(6,301)	(6,880)
Net Cash Flows Used In Investing Activities	(9,382)	(10,539)
Financing Activities:
Senior revolving credit facility - borrowings	454,000	48,000
Senior revolving credit facility - repayments	(314,000)	(48,000)
Term Loan - borrowings, net of deferred financing costs of $964 in 2015	0	24,036
Convertible senior subordinated notes - repurchases	0	(5)
Production loans - borrowings	152,296	370,945
Production loans - repayments	(373,726)	(112,474)
Dividends paid	(26,819)	(20,563)
Distributions to noncontrolling interest	(3,309)	0
Exercise of stock options	500	4,453
Tax withholding required on equity awards	(27,253)	(18,983)
Net Cash Flows Provided By (Used In) Financing Activities	(138,311)	247,409
Net Change In Cash And Cash Equivalents	46,705	68,262
Foreign Exchange Effects on Cash	1,506	(542)
Cash and Cash Equivalents - Beginning Of Period	57,742	102,697
Cash and Cash Equivalents - End Of Period	$ 105,953	$ 170,417

XML

Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	6 Months Ended
	Sep. 30, 2015 USD ($)
Term Loan
Deferred financing costs	$ 964

XML

General

6 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

Nature of Operations

Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” "Lions Gate," “we,” “us” or “our”) is a premier next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games, and location-based entertainment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries.

The unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and six months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017. The balance sheet at March 31, 2016 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation.

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 equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes; 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.

Recent Accounting Pronouncements

Revenue Recognition: In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update relating to the recognition of revenue from contracts with customers, which will supersede most current U.S. GAAP revenue recognition guidance, including industry-specific guidance. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Based on the current guidance, the new framework will become effective on either a full or modified retrospective basis for the Company on April 1, 2018. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Presentation of Debt Issuance Costs: In April 2015, the FASB issued an accounting standards update relating to the presentation of debt issuance costs. The accounting update requires companies to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. The guidance is effective for the Company's fiscal year beginning April 1, 2016, and must be applied on a retrospective basis to all prior periods presented in the financial statements. The Company adopted the new guidance effective April 1, 2016, which resulted in the reclassification of approximately $21.3 million of debt issuance costs from other assets to their respective debt liabilities in the unaudited condensed consolidated balance sheets as of March 31, 2016.

Recognition and Measurement of Financial Instruments: In January 2016, the FASB issued new guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. For investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. The guidance is effective for the Company's fiscal year beginning April 1, 2018. Early adoption is not permitted, except for certain provisions relating to financial liabilities. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Accounting for Leases: In February 2016, the FASB issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The new guidance also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for the Company's fiscal year beginning April 1, 2019, with early adoption permitted, and is required to be implemented using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Employee Share-Based Payment Accounting: In March 2016, the FASB issued amended guidance related to employee share-based payment accounting. One aspect of the guidance, which will become effective on a prospective basis, requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. In addition, the guidance eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before companies can recognize them. This part of the guidance will be applied using a modified retrospective transition method and will result in the Company recording a cumulative-effect adjustment in retained earnings for excess tax benefits not previously recognized. The guidance also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and can be applied retrospectively or prospectively. The guidance also increases the amount companies can withhold to cover income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations and requires application of a modified retrospective transition method. Finally, the guidance provides for an election to account for forfeitures of share-based payments either by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change (as is required under the current guidance). The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Equity Method of Accounting: In March 2016, the FASB issued guidance that changes the requirements for equity method accounting when an investment qualifies for use of the equity method as a result of an increase in the investor’s ownership interest in or degree of influence over an investee. The guidance (i) eliminates the need to retroactively apply the equity method of accounting upon qualifying for such treatment, (ii) requires that the cost of acquiring the additional interest in an investee be added to the basis of the previously held interest and (iii) requires that unrealized holding gains or losses for available-for-sale equity securities that qualify for the equity method of accounting be recognized in earnings at the date the investment becomes qualified for use of the equity method of accounting. The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Classification of Certain Cash Receipts and Cash Payments: In August 2016, the FASB issued guidance that clarifies how entities should classify certain cash receipts and payments on the statement of cash flows. The guidance primarily relates to the classification of cash flows associated with certain (i) debt transactions including debt prepayment or extinguishment costs, (ii) contingent consideration arrangements related to a business combination, (iii) insurance claims and policies, (iv) distributions from equity method investees and (v) securitization transactions. This guidance is effective for the Company's fiscal year beginning April 1, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its statement of cash flows.

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Investment In Films and Television Programs

6 Months Ended

Sep. 30, 2016

Investment In Films And Television Programs [Abstract]

Investment In Films and Television Programs

Investment in Films and Television Programs

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Motion Pictures Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	554,132	$	584,419
Acquired libraries, net of accumulated amortization	2,849		3,612
Completed and not released	63,534		33,806
In progress	276,279		421,687
In development	35,031		28,148
Product inventory	22,730		20,693
	954,555		1,092,365
Television Production Segment - Direct-to-Television Programs
Released, net of accumulated amortization	194,049		189,246
In progress	174,462		191,161
In development	5,732		5,524
	374,243		385,931
	$	1,328,798	$	1,478,296

The Company expects approximately 49% of completed films and television programs, net of accumulated amortization, will be amortized during the one-year period ending September 30, 2017. 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 September 30, 2019.

During the three and six months ended September 30, 2016 and 2015, the Company performed fair value measurements related to certain films. In determining the fair value of its films, the Company employs a discounted cash flows ("DCF") methodology that includes cash flow 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 Company’s weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement (see Note 8). During the three and six months ended September 30, 2016, the Company recorded $4.4 million and $6.3 million, respectively, of fair value film write-downs, as compared to $7.8 million and $8.5 million, respectively, of fair value film write-downs recorded during the three and six months ended September 30, 2015.

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Investments

6 Months Ended

Sep. 30, 2016

Equity Method Investments, Cost Method Investments, and Investments in Debt and Equity [Abstract]

Investments

Investments

The carrying amounts of investments, by category, at September 30, 2016 and March 31, 2016 were as follows:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Equity method investments	$	312,234	$	297,546
Available-for-sale securities	146,862		123,978
Cost method investments	43,191		42,822
	$	502,287	$	464,346

Equity Method Investments:

The carrying amounts of equity method investments at September 30, 2016 and March 31, 2016 were as follows:

	September 30, 2016
Equity Method Investee	Ownership Percentage	September 30, 2016		March 31, 2016
		(Amounts in thousands)
EPIX	31.2%	$	187,864	$	171,837
Pop	50.0%	99,012		98,719
Other	Various	25,358		26,990
		$	312,234	$	297,546

Equity interests in equity method investments for the three and six months ended September 30, 2016 and 2015 were as follows (income (loss)):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
Equity Method Investee	2016			2015			2016			2015
	(Amounts in thousands)
EPIX	$	5,070		$	8,157		$	16,027		$	21,229
Pop	(2,388		)	1,032			(2,074		)	665
Other	(774		)	(2,040		)	(1,199		)	(3,357		)
	$	1,908		$	7,149		$	12,754		$	18,537

EPIX. In April 2008, the Company formed a joint venture with Viacom, its Paramount Pictures unit and Metro-Goldwyn-Mayer Studios to create a premium television channel and subscription video-on-demand service named “EPIX”. The Company invested $80.4 million through September 30, 2010, and no additional amounts have been funded since. Since the Company's original investment in April 2008, the Company has received distributions from EPIX of $28.0 million. No distributions were received during the three and six months ended September 30, 2016 or 2015.

EPIX Financial Information:

The following table presents summarized balance sheet data as of September 30, 2016 and March 31, 2016 for EPIX:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Current assets	$	380,847	$	355,735
Non-current assets	$	412,167	$	360,441
Current liabilities	$	101,067	$	90,837
Non-current liabilities	$	27,083	$	23,948

The following table presents the summarized statements of income for the three and six months ended September 30, 2016 and 2015 for EPIX and a reconciliation of the net income reported by EPIX to equity interest income recorded by the Company:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Revenues	$	98,580		$	105,243		$	196,875		$	216,593
Expenses:
Operating expenses	71,199			70,153			120,350			133,090
Selling, general and administrative expenses	6,654			6,345			12,815			12,135
Operating income	20,727			28,745			63,710			71,368
Interest and other expense	(227		)	(892		)	(210		)	(1,401		)
Net income	$	20,500		$	27,853		$	63,500		$	69,967
Reconciliation of net income reported by EPIX to equity interest income:
Net income reported by EPIX	$	20,500		$	27,853		$	63,500		$	69,967
Ownership interest in EPIX	31.15		%	31.15		%	31.15		%	31.15		%
The Company's share of net income	6,386			8,676			19,780			21,795
Eliminations of the Company’s share of profits on licensing sales to EPIX(1)	(3,068		)	(2,906		)	(6,774		)	(5,701		)
Realization of the Company’s share of profits on licensing sales to EPIX(2)	1,752			2,387			3,021			5,135
Total equity interest income recorded	$	5,070		$	8,157		$	16,027		$	21,229

_________________________

(1) Represents the elimination of the gross profit recognized by the Company on licensing sales to EPIX in proportion to the Company's ownership interest in EPIX.

(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.

Pop. The Company’s investment interest in Pop consists of an equity investment in its common stock units and mandatorily redeemable preferred stock units. The Company's partner in Pop, CBS TVG Inc. ("CBS"), has a call option to purchase a portion of the Company's ownership interest in Pop at fair market value, which would result in CBS owning 80% of Pop, exercisable beginning March 26, 2018 for a period of 30 days. During the three and six months ended September 30, 2016, the Company made no contributions to Pop (2015 - none and $0.8 million, respectively).

The mandatorily redeemable preferred stock units carry a dividend rate of 10% compounded annually and are 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.

Other Equity Method Investments

Defy Media. In June 2007, the Company acquired an interest in Break Media, a multi-platform digital media company and a leader in male-targeted content creation and distribution. In October 2013, Break Media merged with Alloy Digital, a multi-platform digital media company with a strong presence in the youth market, to create Defy Media. The Company's effective economic interest in Defy Media through its investment in Break Media and its direct investment in Defy Media is approximately 10.3%. The Company is accounting for its investment in Defy Media, a limited liability company, under the equity method of accounting due to the Company's board representation that provides significant influence over the investee.

Roadside Attractions. Roadside Attractions is an independent theatrical distribution company. The Company owns a 43.0% interest in Roadside Attractions.

Pantelion Films. Pantelion Films is a joint venture with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S. The Company owns a 49.0% interest in Pantelion Films.

Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app. The Company made initial investments totaling $4.3 million in Atom Tickets during the year ended March 31, 2015. During the year ended March 31, 2016, the Company agreed to participate in an equity offering of Atom Tickets and subscribed for an additional $7.9 million. The Company owns an interest of approximately 19.3% in Atom Tickets. The Company is accounting for its investment in Atom Tickets, a limited liability company, under the equity method of accounting due to the Company's board representation that provides significant influence over the investee.

Tribeca Short List. Tribeca Short List is a subscription video-on-demand service. The Company made an initial investment of $2.1 million during the year ended March 31, 2015, and during the year ended March 31, 2016, the Company made capital contributions to Tribeca Short List of $2.4 million, net of cash acquired of $0.4 million (see below). The Company holds a 75.0% economic interest in Tribeca Short List. Through October 17, 2015, the power to direct the activities that most significantly impact the economic performance of Tribeca Short List was shared equally with Tribeca Enterprises, and accordingly through October 17, 2015, the Company's interest in Tribeca Short List was accounted for under the equity method of accounting. Subsequent to October 17, 2015, the terms of the arrangement increased the Company's power to control the board, and the Company now has the power to direct the activities that most significantly impact the economic performance of Tribeca Short List. Accordingly, the Company has consolidated Tribeca Short List beginning in the quarter ended December 31, 2015, with no gain or loss recognized upon consolidation since the carrying value of the net assets approximated the fair value.

Available-for-Sale Securities:

The cost basis, unrealized losses and fair market value of available-for-sale securities are set forth below:

	September 30, 2016			March 31, 2016
	(Amounts in thousands)
Cost basis	$	158,916		$	158,916
Gross unrealized loss	(12,054		)	(34,938		)
Fair value	$	146,862		$	123,978

Starz. At September 30, 2016 and March 31, 2016, available-for-sale securities consisted of the Company's minority interest in Starz. On March 27, 2015, pursuant to the terms of a stock exchange agreement entered into on February 10, 2015 (the "Exchange Agreement"), the Company exchanged 4,967,695 of its newly issued common shares for 2,118,038 shares of Series A common stock of Starz and 2,590,597 shares of Series B common stock of Starz held by certain affiliates of John C. Malone ("Dr. Malone") (the exchange transaction, the "Exchange"). The Exchange Agreement placed certain restrictions on the ability to transfer the shares issued by the Company.

The Company classifies the Series A common stock of Starz within Level 1 of the fair value hierarchy as the valuation inputs are based on quoted prices in active markets (see Note 8). The Series B common stock of Starz are considered a Level 2 security because the quoted market prices are based on infrequent transactions. Therefore, the fair value of the Series B common stock, which is convertible, at the holder’s option, into Series A common stock of Starz is based on the quoted market price of the Series A common stock, which is an equivalent security other than for the voting rights.

As of September 30, 2016, the Company's investment in Starz was in an unrealized loss position, however due to the fluctuation of the security's market price in an active market and the short-term duration of the unrealized loss, the Company has the intent and ability to hold the securities until the fair value recovers. As of November 7, 2016, the fair value of the Company's minority interest in Starz was $155.2 million, compared to the Company's original cost basis of $158.9 million.

Cost Method Investments:

Telltale. Telltale Games ("Telltale") is a creator, developer and publisher of interactive software episodic games based upon popular stories and characters across all major gaming and entertainment platforms. In February 2015, the Company invested $40.0 million in Telltale, which consisted of a cash investment in Telltale of $28.0 million in exchange for 2,628,072 of Telltale's Series D Convertible Preferred Stock, and 361,229 newly issued common shares of the Company with a fair value of approximately $12.0 million in exchange for approximately 1,126,316 existing common shares of Telltale, representing in the aggregate an approximately 14% economic interest in Telltale.

Next Games. Next Games is a mobile games development company headquartered in Helsinki, Finland, with a focus on crafting visually impressive, highly engaging games. In July 2014, the Company invested $2.0 million in Next Games for a small minority ownership interest, and during the year ended March 31, 2016, the Company invested an additional $0.2 million in Next Games.

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Other Assets

6 Months Ended

Sep. 30, 2016

Other Assets, Unclassified [Abstract]

Other Assets

Other Assets

The composition of the Company’s other assets is as follows as of September 30, 2016 and March 31, 2016:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Prepaid expenses and other	$	60,783	$	57,725
Finite-lived intangible assets	10,424		11,350
	$	71,207	$	69,075

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

Finite-lived Intangible Assets. Finite-lived intangibles consist primarily of noncompete agreements, trademarks and trade names, and sales agency relationships. The composition of the Company's finite-lived intangible assets and the associated accumulated amortization is as follows as of September 30, 2016 and March 31, 2016:

	September 30, 2016						March 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(Amounts in thousands)
Finite-lived intangible assets:
Noncompete agreements	$	9,500	$	1,052	$	8,448	$	9,500	$	449	$	9,051
Trademarks and trade names	8,600		6,699		1,901		8,600		6,451		2,149
Sales agency relationships	6,200		6,125		75		6,200		6,050		150
	$	24,300	$	13,876	$	10,424	$	24,300	$	12,950	$	11,350

Amortization expense associated with the Company's intangible assets for the three and six months ended September 30, 2016 was approximately $0.5 million and $0.9 million, respectively (2015 - $0.4 million and $0.6 million, respectively). Amortization expense remaining relating to intangible assets for each of the years ending March 31, 2017 through 2021 is estimated to be approximately $0.9 million, $1.4 million, $1.4 million, $1.4 million, and $1.4 million, respectively.

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Corporate Debt

6 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Corporate Debt

Corporate Debt

The total carrying values of corporate debt of the Company, excluding film obligations and production loans, were as follows as of September 30, 2016 and March 31, 2016, and are reflected net of unamortized debt issuance costs and unamortized discount if applicable:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Senior revolving credit facility, net of debt issuance costs of $3,197 (March 31, 2016 - $4,864)	$	297,803	$	156,136
5.25% Senior Notes, net of debt issuance costs of $3,311 (March 31, 2016 - $4,204)	221,689		220,796
Term Loan Due 2022, net of debt issuance costs of $10,803 (March 31, 2016 - $11,793)	389,197		388,207
Convertible senior subordinated notes, net of debt issuance costs and unamortized discount of $710 (March 31, 2016 - $1,866)	101,140		99,984
	$	1,009,829	$	865,123

The following table sets forth future annual contractual principal payment commitments of corporate debt as of September 30, 2016:

	Conversion Price Per Share at September 30, 2016	Maturity Date	Year Ended March 31,
Debt Type			2017		2018		2019		2020		2021		Thereafter		Total
			(Amounts in thousands)
Senior revolving credit facility	N/A	September 2017	$	—	$	301,000	$	—	$	—	$	—	$	—	$	301,000
5.25% Senior Notes	N/A	August 2018	—		—		225,000		—		—		—		225,000
Term Loan Due 2022	N/A	March 2022	—		—		—		—		—		400,000		400,000
Principal amounts of convertible senior subordinated notes:
January 2012 4.00% Notes	$10.21	January 2017	41,850		—		—		—		—		—		41,850
April 2013 1.25% Notes	$29.19	April 2018	—		—		60,000		—		—		—		60,000
			$	41,850	$	301,000	$	285,000	$	—	$	—	$	400,000	1,027,850
Less aggregate unamortized discount & debt issuance costs															(18,021		)
															$	1,009,829

Senior Revolving Credit Facility

Availability of Funds. The senior revolving credit facility provides for borrowings and letters of credit up to an aggregate of $800.0 million, and at September 30, 2016 there was $499.0 million available (March 31, 2016 — $639.0 million). The availability of funds is limited by a borrowing base and also reduced by outstanding letters of credit, if any. There were no letters of credit outstanding at September 30, 2016 (March 31, 2016 — none).

Maturity Date. September 27, 2017.

Interest. Interest is payable at an alternative base rate, as defined, plus 1.5%, or LIBOR plus 2.5%, as designated by the Company. As of September 30, 2016, borrowings under the senior revolving credit facility bore interest of 2.5% over the LIBOR rate (effective interest rate of 3.03% and 2.94% on borrowings outstanding as of September 30, 2016 and March 31, 2016, respectively).

Commitment Fee. The Company is required to pay a quarterly commitment fee of 0.375% to 0.5% per annum, depending on the average balance of borrowings outstanding during the period, on the total senior revolving credit facility of $800 million less the amount drawn.

Security. Obligations 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 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, make certain investments and acquisitions, repurchase its stock, 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. As of September 30, 2016, the Company was in compliance with all applicable covenants.

Change in Control. 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% of the Company’s common shares.

5.25% Senior Notes

Issuance Date. On July 19, 2013, Lions Gate Entertainment Corp. issued $225.0 million aggregate principal amount of 5.25% Senior Secured Second-Priority Notes (the "5.25% Senior Notes").

Interest. Interest is payable semi-annually on February 1 and August 1 of each year at a rate of 5.25% per year.

Maturity Date. August 1, 2018.

Optional Redemption. Redeemable by the Company, in whole or in part, at a price equal to 100% of the principal amount, plus the Applicable Premium, as defined in the indenture governing the 5.25% Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. The Applicable Premium amounts to the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the principal amount of the notes redeemed plus interest through the maturity date over the principal amount of the notes redeemed on the redemption date.

Covenants. The 5.25% 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. As of September 30, 2016, the Company was in compliance with all applicable covenants.

Term Loan Due 2022

Issuance Date. On March 17, 2015, Lions Gate Entertainment Corp. entered into a second lien credit and guarantee agreement (the "Credit Agreement"), and pursuant to the Credit Agreement, borrowed a term loan in an aggregate amount of $375.0 million (the "Term Loan Due 2022"). In May 2015, Lions Gate Entertainment Corp. amended the Credit Agreement governing its Term Loan Due 2022, and pursuant to the amended Credit Agreement, borrowed an additional term loan in an aggregate amount of $25.0 million.

Interest. Interest on the Term Loan Due 2022 is payable on the last business day of each April, July, October and January at a rate of 5.00% per year.

Maturity Date. The Term Loan Due 2022 matures onMarch 17, 2022.

Optional Prepayment. The Company may voluntarily prepay the Term Loan Due 2022 at any time, provided that if prepaid (i) on or before March 17, 2017, the Company shall pay to lenders a prepayment premium of 2.0% on the principal amount prepaid; (ii) after March 17, 2017 and on or before March 17, 2018, the Company shall pay to lenders a prepayment premium of 1.0% on the principal amount prepaid; and (iii) on or after March 17, 2018, no prepayment premium shall be payable.

Covenants. Substantially similar to the5.25% Senior Notes discussed above. As of September 30, 2016, the Company was in compliance with all applicable covenants.

Convertible Senior Subordinated Notes

Outstanding Amount and Terms. The following table sets forth the convertible senior subordinated notes outstanding and certain key terms of these notes at September 30, 2016 and March 31, 2016:

	Maturity Date	Conversion Price Per Share at September 30, 2016	September 30, 2016							March 31, 2016
Convertible Senior Subordinated Notes			Principal		Unamortized Discount & Debt Issuance Costs			Net Carrying Amount		Principal		Unamortized Discount & Debt Issuance Costs			Net Carrying Amount
			(Amounts in thousands)
January 2012 4.00% Notes	January 11, 2017	$10.21	$	41,850	$	(691	)	$	41,159	$	41,850	$	(1,840	)	$	40,010
April 2013 1.25% Notes	April 15, 2018	$29.19	60,000		(19		)	59,981		60,000		(26		)	59,974
			$	101,850	$	(710	)	$	101,140	$	101,850	$	(1,866	)	$	99,984

January 2012 4.00% Notes: In January 2012, Lions Gate Entertainment Inc. ("LGEI") issued approximately $45.0 million of January 2012 4.00% Notes, of which $10.1 million was allocated to the equity component. Interest is payable semi-annually on January 15 and July 15 of each year.

April 2013 1.25% Notes: In April 2013, LGEI issued approximately $60.0 million in aggregate principal amount of April 2013 1.25% Notes. Interest is payable semi-annually on April 15 and October 15 of each year.

Conversion Features:The convertible senior subordinated notes areconvertible, at any time, into the number of common shares of the Company determined by the principal amount being converted divided by the conversion price, subject to adjustment in certain circumstances, including upon the issuance of dividends.

The January 2012 4.00% Notes provide that upon conversion, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company. Convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are recorded by separately accounting for the liability and equity component (i.e., conversion feature), thereby reducing the principal amount with a debt discount that is amortized as interest expense over the expected life of the note using the effective interest method. The effective interest rate on the liability component of the January 2012 4.00% Notes is 9.56%.

The April 2013 1.25% Notes are convertible only into the Company's common shares and do not carry an option to be settled in cash upon conversion, and accordingly, have been recorded at their principal amount (not reduced by a debt discount for the equity component).

Conversions. The following conversions were completed with respect to the Company's convertible senior subordinated notes in the six months endedSeptember 30, 2015 (none in the six months endedSeptember 30, 2016):

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands, except share amounts)
April 2009 3.625% Notes
Principal amount converted	$	16,162
Common shares issued upon conversion	1,983,058
Weighted average conversion price per share	$	8.15

Interest Expense. Interest expense recognized for the convertible senior subordinated notes for the three and six months ended September 30, 2016 and 2015 is presented below:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Interest Expense
Contractual interest coupon	$	605	$	606	$	1,212	$	1,155
Amortization of discount on liability component and debt issuance costs	580		529		1,148		1,046
	$	1,185	$	1,135	$	2,360	$	2,201

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Participations and Residuals

6 Months Ended

Sep. 30, 2016

Participations And Residuals [abstract]

Participations And Residuals

Participations and Residuals

The Company expects approximately 65% of accrued participations and residuals will be paid during the one-year period ending September 30, 2017.

Theatrical Slate Participation

On March 10, 2015, the Company entered into a theatrical slate participation arrangement with TIK Films (U.S.), Inc. and TIK Films (Hong Kong) Limited (collectively, "TIK Films"), both wholly owned subsidiaries of Hunan TV & Broadcast Intermediary Co. Ltd. Under the arrangement, TIK Films, in general and subject to certain limitations including per picture and annual caps, will contribute a minority share of 25% of the Company’s production or acquisition costs of “qualifying” theatrical feature films, released during the three-year period ending January 23, 2018, and participate in a pro-rata portion of the pictures’ net profits or losses similar to a co-production arrangement based on the portion of costs funded. The arrangement excludes among others, any theatrical feature film incorporating any elements from the Twilight, Hunger Games or Divergent franchises. The percentage of the contribution could vary on certain pictures.

Amounts provided from TIK Films are reflected as a participation liability in the Company's unaudited condensed consolidated balance sheet and amounted to $126.5 million at September 30, 2016 (March 31, 2016 - $61.3 million). The difference between the ultimate participation expected to be paid to TIK Films and the amount provided by TIK Films is amortized as a charge to or a reduction of participation expense under the individual-film-forecast method.

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Film Obligations and Production Loans

6 Months Ended

Sep. 30, 2016

Film Obligations And Production Loans [Abstract]

Film Obligations and Production Loans

Film Obligations and Production Loans

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Film obligations	$	44,576	$	24,989
Production loans, net of debt issuance costs of $838 (March 31, 2016 - $342)	468,102		690,029
Total film obligations and production loans	$	512,678	$	715,018

The following table sets forth future annual repayment of film obligations and production loans as of September 30, 2016:

	Six Months Ending
	March 31,		Year Ended March 31,
	2017		2018		2019		2020		2021		Thereafter		Total
	(Amounts in thousands)
Film obligations	$	42,560	$	1,085	$	1,000	$	—	$	—	$	—	$	44,645
Production loans	285,786		183,154		—		—		—		—		468,940
	$	328,346	$	184,239	$	1,000	$	—	$	—	$	—	$	513,585
Less imputed interest on film obligations and debt issuance costs on production loans													(907		)
													$	512,678

Film Obligations

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

Production Loans

Production loans represent individual loans for the production of film and television programs that the Company produces. The majority of 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, and incur interest at rates ranging from 3.53% to 3.79%.

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Fair Value Measurements

6 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

Fair value hierarchy 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, production loans, 5.25% Senior Notes, and Term Loan, which are priced using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, 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 Pop's Mandatorily Redeemable Preferred Stock Units using primarily a discounted 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 assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2016 and March 31, 2016:

	September 30, 2016								March 31, 2016
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets:	(Amounts in thousands)
Available-for-sale securities (see Note 3):
Starz Series A common stock	$	66,062	$	—		$	66,062		$	55,768	$	—		$	55,768
Starz Series B common stock	—		80,800			80,800			—		68,210			68,210
Forward exchange contracts (see Note 18)	—		7,085			7,085			—		9,417			9,417
Liabilities:
Forward exchange contracts (see Note 18)	—		(158		)	(158		)	—		(748		)	(748		)
	$	66,062	$	87,727		$	153,789		$	55,768	$	76,879		$	132,647

The following table sets forth the carrying values and fair values of the Company’s investment in Pop's mandatorily redeemable preferred stock units and outstanding debt at September 30, 2016 and March 31, 2016:

	September 30, 2016				March 31, 2016
	(Amounts in thousands)
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 3)				(Level 3)
Assets:
Investment in Pop's Mandatorily Redeemable Preferred Stock Units	$	99,012	$	114,500	$	98,719	$	114,500
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 2)				(Level 2)
Liabilities:
January 2012 4.00% Notes	41,159		42,135		40,010		41,477
April 2013 1.25% Notes	59,981		56,950		59,974		54,188
Production loans	468,102		468,940		690,029		690,371
5.25% Senior Notes	221,689		239,063		220,796		229,500
Term Loan	389,197		404,500		388,207		400,500
	$	1,180,128	$	1,211,588	$	1,399,016	$	1,416,036

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Mergers and Acquisitions

6 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Mergers and Acquisitions

Mergers and Acquisitions

Starz Transaction. On June 30, 2016, Lionsgate and Starz entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value (the "Starz Transaction"). Under the terms of the Merger Agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect the reclassification of its capital stock, pursuant to which each existing Lionsgate common share will be converted into 0.5 shares of a newly issued class of Lionsgate Class A voting shares and 0.5 shares of a newly issued class of Lionsgate Class B non-voting shares, subject to the terms and conditions of the Merger Agreement. Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock will be converted into the right to receive $18.00 in cash and 0.6784 of a share of Lionsgate Class B non-voting shares, and (b) each share of Starz Series B common stock will be converted into the right to receive $7.26 in cash, 0.6321 of a share of Lionsgate Class B non-voting shares and 0.6321 of a share of Lionsgate Class A voting shares, in each case, subject to the terms and conditions of the Merger Agreement. The total enterprise value of Starz based on the estimated value of purchase price consideration is approximately $4.4 billion, including cash, equity and Starz debt to be assumed. The Merger Agreement has been approved by the boards of directors of Lionsgate and Starz and will be submitted to their respective shareholders for approval as well as to regulatory authorities.

At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility. See Note 20 - Subsequent Events for further information.

In connection with the Merger Agreement, on June 30, 2016, Lions Gate entered into a Stock Exchange Agreement (the "Starz Exchange Agreement") with Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lions Gate Entertainment Corp. ("Merger Sub") and certain stockholders of Starz (the "Exchange Stockholders"), pursuant to which, if the Merger Agreement is terminated (1) by Lionsgate because Starz' board of directors changes its recommendation in favor of the transactions (2) by Starz in order to enter into a superior transaction or (3) by either party because Starz' stockholders fail to approve the transactions, then the Exchange Stockholders will sell to Merger Sub all shares of Starz Series B Common Stock held by the Exchange Stockholders (the "Starz Exchange Shares"), which as of June 30, 2016 constituted approximately 69.9% of the total voting power of the issued and outstanding shares of Starz Series B Common Stock, in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued shares of Lionsgate Common Stock (the "Lions Gate Exchange Shares"). At the election of Dr. John C. Malone, or if Lionsgate should fail to receive the required stockholder approval to issue the Lions Gate Exchange Shares, the Exchange Stockholders will instead receive per share consideration of $36.30 in cash for each Starz Exchange Share. Lions Gate plans to seek such required stockholder approval at the same meeting where it will seek the required approvals pursuant to the Merger Agreement.

The Merger Agreement contains certain termination rights for Lions Gate and Starz. The Merger Agreement can be terminated by either party (1) by mutual written consent; (2) if the Merger has not been consummated by an outside date of December 31, 2016 (which either party may generally extend to March 31, 2017 if the only closing condition that would not have been met was related to the receipt of certain regulatory approvals); (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Merger; (4) if either party’s stockholders fail to approve the transactions; (5) if the other party’s board of directors changes its recommendation in favor of the transactions; (6) if the other party materially breaches its non-solicitation covenant; or (7) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. The Merger Agreement can also be terminated by Starz (x) in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement) or (y) if Lions Gate fails to consummate the Merger when otherwise required because of a failure to receive its debt financing.

Subject to the terms and conditions of the Merger Agreement, Starz will pay Lions Gate a termination fee of $150 million if (1) Starz terminates the Merger Agreement in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement), (2) Lions Gate terminates the Merger Agreement because Starz’ board of directors changes its recommendation in favor of the transactions, (3) Lions Gate terminates the Merger Agreement because Starz materially breaches its non-solicitation covenant or (4) (a) an alternative transaction proposal is made to Starz, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Starz’ stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (ii) by either party because Starz’ stockholders fail to approve the transactions or (iii) by Lions Gate because Starz has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Starz enters into or consummates an alternative transaction.

Subject to the terms and conditions of the Merger Agreement, Lions Gate will pay Starz (1) a termination fee of $150 million if either party terminates the Merger Agreement because Lions Gate’s stockholders fail to approve the transactions, (2) a termination fee of $175 million if Starz terminates the Merger Agreement because Lions Gate’s board of directors changes its recommendation in favor of the transactions or because Lions Gate materially breaches its non-solicitation covenant, (3) a termination fee of $250 million if Starz terminates the Merger Agreement because Lions Gate fails to consummate the Merger when it would otherwise be required because of a failure to receive the debt financing and (4) a termination fee of $175 million if (a) an alternative transaction proposal is made to Lions Gate, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Lions Gate’s stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Starz), (ii) by either party because Lions Gate’s stockholders fail to approve the transactions or (iii) by Starz because Lions Gate has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Lions Gate enters into or consummates an alternative transaction.

A description of the Merger Agreement and other transactional documents was disclosed by the Company on a Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 1, 2016. On August 1, 2016, the Company filed a Form S-4 Registration Statement with the SEC, as amended, which includes detailed information regarding the merger.

Acquisition of Pilgrim Media Group. On November 12, 2015, the Company purchased 62.5% of the membership interests in Pilgrim Media Group, LLC ("Pilgrim Media Group"), a worldwide independent reality television producer and distributor. The aggregate purchase price was approximately $201.7 million.

The purchase price consisted of $144.7 million in cash and 1,517,451 of the Company's common shares, valued at $57.0 million. These shares were valued based on the closing price of the Company’s common shares on the date of closing of the acquisition, discounted to the fair value of the shares considering certain transfer restrictions. The Company incurred approximately $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.

The acquisition was accounted for as a purchase, with the results of operations of Pilgrim Media Group included in the Company's consolidated results from November 12, 2015. The purchase price of Pilgrim Media Group has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The Company used DCF analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation. The allocation of the purchase price, including the fair value of redeemable noncontrolling interest recognized, is as follows:

Allocation of the total purchase consideration:	(Amounts in thousands)
Cash and cash equivalents	$	15,816
Accounts receivable, net	15,248
Investment in films and television programs, net	63,387
Other assets acquired	7,019
Finite-lived intangible assets:
Noncompete agreements	9,500
Trade name	2,000
Other liabilities assumed	(32,638		)
Fair value of net assets acquired	80,332
Goodwill	211,452
Redeemable noncontrolling interest (Note 10)	(90,128		)
	$	201,656

Goodwill of $211.5 million represents the excess of the purchase price over 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 to grow and diversify the Company's television operations by adding nonfiction programming to complement its existing scripted production and syndication operations and leverage the strength of the Company's global distribution infrastructure. The goodwill recorded as part of this acquisition is included in the Television Production segment. 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 statement of operations information presented below illustrate the results of operations of the Company as if the acquisition of Pilgrim Media Group as described above occurred on April 1, 2015. The statements of operations information below includes the statement of income of Pilgrim Media Group for the six months ended June 30, 2015 combined with the Company's statement of operations for the six months ended September 30, 2015.

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands, except per share amounts)
Revenues	$	964,348
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(2,438	)
Basic Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders	$	(0.02	)
Diluted Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders	$	(0.02	)

The unaudited pro forma condensed consolidated statement of operations information does not include adjustments for any restructuring activities, operating efficiencies or cost savings, and exclude certain one-time transactional costs of $7.7 million attributable to the noncontrolling shareholder expensed in connection with the transaction, as well as $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.

There were no changes in the carrying amount of goodwill by reporting segment in the three and six months ended September 30, 2016.

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Redeemable Noncontrolling Interest

6 Months Ended

Sep. 30, 2016

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

In connection with the acquisition of a controlling interest in Pilgrim Media Group on November 12, 2015, the Company recorded a redeemable noncontrolling interest of $90.1 million, representing 37.5% of Pilgrim Media Group. The noncontrolling interest holder has a right to put and the Company has a right to call a portion of the noncontrolling interest, equal to 17.5% of Pilgrim Media Group, at fair value, subject to a cap, exercisable at five years after the acquisition date of November 12, 2015. In addition, the noncontrolling interest holder has a right to put and the Company has a right to call the remaining amount of noncontrolling interest at fair value, subject to a cap, exercisable at seven years after the acquisition date of November 12, 2015. The put and call options have been determined to be embedded in the noncontrolling interest, and because the put rights are outside the control of the Company and require partial cash settlement, the noncontrolling interest holder's interest is presented as redeemable noncontrolling interest outside of shareholders' equity on the Company's unaudited condensed consolidated balance sheets.

In addition, the noncontrolling interest holder is the President and CEO of Pilgrim Media Group, who will continue in this role pursuant to an employment contract entered into at the time of closing. Pursuant to the operating agreement, if the employment of the noncontrolling interest holder is terminated, under certain circumstances as defined in the operating agreement, the Company can call and the noncontrolling interest holder can put the noncontrolling interest at a discount to fair value. The amount of the discount related to the 17.5% noncontrolling interest is being expensed through the five-year call period, and the portion of the discount related to the remaining noncontrolling interest is being expensed over the seven-year call period. The amounts are included in general and administrative expense of Pilgrim Media Group and reflected as an addition to redeemable noncontrolling interest.

Redeemable noncontrolling interest is measured at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date less the amount attributed to unamortized noncontrolling interest discount, as discussed above, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of unamortized noncontrolling interest discount as discussed above. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to noncontrolling interest and a charge to retained earnings.

The table below presents the reconciliation of changes in redeemable noncontrolling interest:

	Six Months Ended
	September 30,
	2016
	(Amounts in thousands)
Beginning balance	$	90,525
Net loss of Pilgrim Media Group attributable to noncontrolling interest	(260		)
Noncontrolling interest discount accretion	2,500
Adjustments to redemption value	3,569
Cash distributions	(3,309		)
Ending balance	$	93,025

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Net Loss Per Share

6 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

Basic 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 three and six months ended September 30, 2016 and 2015 are presented below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands, except per share amounts)
Basic and Diluted Net Loss Per Common Share:
Numerator:
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(17,458	)	$	(42,069	)	$	(16,204	)	$	(1,385	)
Denominator:
Weighted average common shares outstanding	147,804			148,345			147,511			147,984
Basic and diluted net loss per common share	$	(0.12	)	$	(0.28	)	$	(0.11	)	$	(0.01	)

The exercise of common share equivalents including stock options, the conversion of convertible senior subordinated notes and restricted share units ("RSUs") could potentially dilute net income (loss) per share in the future, but were not reflected in diluted net loss per common share during the periods presented because their effect is anti-dilutive.

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Capital Stock

6 Months Ended

Sep. 30, 2016

Equity and Share-based Compensation [Abstract]

Capital Stock

Capital Stock

(a) Common Shares

The Company had 500 million authorized common shares at September 30, 2016 and March 31, 2016. The table below outlines common shares reserved for future issuance:

	September 30, 2016	March 31, 2016
	(Amounts in thousands)
Stock options outstanding, average exercise price $26.88 (March 31, 2016 - $24.55)	14,040	15,332
Restricted share units — unvested	1,318	1,647
Share purchase options and restricted share units available for future issuance	968	2,093
Shares issuable upon conversion of January 2012 4.00% Notes at conversion price of $10.21 per share (March 31, 2016 - $10.26)	4,099	4,079
Shares issuable upon conversion of April 2013 1.25% Notes at conversion price of $29.19 per share (March 31, 2016 - $29.32)	2,055	2,046
Shares reserved for future issuance	22,480	25,197

The Company's 2012 Performance Incentive Plan was amended on October 3, 2016 (the "2012 Plan") to provide for the issuance of up to 31.6 million (an increase of 4.0 million) common shares of the Company, stock options, share appreciation rights, restricted shares, stock bonuses and other forms of awards granted or denominated in common shares or units of common shares of the Company, as well as certain cash bonus awards to eligible directors of the Company, officers or employees of the Company or any of its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries.

(b) Share-based Compensation

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2016, and 2015:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Compensation Expense:
Stock Options	$	8,481		$	10,289		$	16,206		$	19,523
Restricted Share Units and Other Share-based Compensation	13,156			7,103			27,611			14,460
Share Appreciation Rights	—			—			—			288
	21,637			17,392			43,817			34,271
Impact of accelerated vesting on stock options and restricted share units(1)	2,383			—			2,383			—
Total share-based compensation expense	$	24,020		$	17,392		$	46,200		$	34,271
Tax impact(2)	(8,355		)	(6,378		)	(16,040		)	(12,567		)
Reduction in net income	$	15,665		$	11,014		$	30,160		$	21,704

___________________

(1) Represents the impact of the acceleration of certain vesting schedules for stock options and restricted share units pursuant to certain severance arrangements.

(2) Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.

The following table sets forth the stock option and restricted share unit activity during the six months endedSeptember 30, 2016:

	Stock Options		Weighted-Average Exercise Price	Restricted Share Units		Weighted-Average Grant-Date Fair Value
Outstanding at March 31, 2016	16,093,896		$23.83	1,647,432		$31.74
Granted	1,197,067		$27.66	1,390,073		$20.93
Options exercised or RSUs vested	(2,132,038	)	$9.76	(1,626,789	)	$24.64
Forfeited or expired	(356,589	)	$31.36	(92,582	)	$32.44
Outstanding at September 30, 2016	14,802,336		$25.99	1,318,134		$29.05

There were no excess tax benefits realized from tax deductions associated with option exercises and RSU activity for the six months endedSeptember 30, 2016 (2015 - none).

Total unrecognized compensation cost related to unvested stock options and restricted share unit awards at September 30, 2016 are $34.5 million and $24.5 million, respectively, and are expected to be recognized over a weighted average period of 1.0 and 1.6 years, respectively.

(c) Dividends

On September 22, 2016, the Company announced that, as contemplated in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 1, 2016, as amended, its Board of Directors suspended the Company’s quarterly cash dividend beginning immediately due to its anticipated merger with Starz.

(d) Shareholder Transactions

In November 2015, the Company was advised that each of Liberty Global Incorporated Limited (“Liberty”), a limited company organized under the laws of the United Kingdom and a wholly owned subsidiary of Liberty Global plc, and Discovery Lightning Investments Ltd. (“Discovery”), a limited company organized under the laws of the United Kingdom and a wholly owned subsidiary of Discovery Communications, Inc., agreed to each purchase 5,000,000 common shares, no par value per share, of the Company from funds affiliated with MHR Fund Management, LLC (“MHR Fund Management”). In connection with the purchases, the Company entered into separate registration rights agreements with each of Liberty and Discovery, and amended the registration rights agreement with MHR Fund Management, which provide Liberty, Discovery and MHR Fund Management (together with certain of their affiliates) with certain registration rights, subject to the terms and conditions set forth therein. The Company also entered into an underwriting agreement with J.P. Morgan Securities LLC, as underwriter, Liberty, Discovery and Bank of America, N.A. in connection with a registered underwritten secondary public offering of the common shares. Among other transaction costs, the Company has incurred expenses on behalf of MHR Fund Management for certain costs related to the registration and offering of the common shares. Such costs, amounting to approximately $0.8 million, were included in general and administration expense in the consolidated statement of income for the year ended March 31, 2016. Mark H. Rachesky, the Chairman of the Board of the Company, is the principal of MHR Fund Management, which holds approximately 20.4% of the Company’s outstanding common stock as of November 1, 2016. The registration and offering were disclosed by the Company on Current Reports on Form 8-K dated November 10, 2015 and November 13, 2015.

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Income Taxes

6 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

In the quarter ended September 30, 2016, the Company determined that a small change in its estimated pretax results for the year ending March 31, 2017 would create a large change in its expected annual effective rate. Accordingly, it was determined that a reliable estimate of the expected annual effective tax rate could not be made. As a result, the Company computed its tax provision (benefit) using the cut-off method which resulted in an income tax benefit of $53.6 million and $79.9 million for the three and six months ended September 30, 2016, respectively, based on the actual taxes attributable to its year-to-date earnings. This tax benefit is primarily related to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates in addition to the tax deductions generated by the Company's capital structure.

The income tax provision for the three and six months ended September 30, 2015 was calculated by estimating the Company's annual effective tax rate, and then applying the effective tax rate to income before income taxes for the period, along with any items that relate discretely to the period.

The Company's effective tax rate differs from the federal statutory rate, has changed from the prior period and could fluctuate significantly in the future, as the Company's effective tax rates are affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.

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Government Assistance

6 Months Ended

Sep. 30, 2016

Government Assistance [Abstract]

Government Assistance

Government Assistance

Tax credits earned for film and television production activity for the three and six months ended September 30, 2016 and 2015 totaled $30.1 million and $54.2 million, respectively (2015 - $85.9 million and $103.6 million, respectively) and are recorded as a reduction of the cost of the related film and television program. Accounts receivable at September 30, 2016 includes $290.7 million with respect to tax credits receivable (March 31, 2016 - $257.1 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 have generally not been material historically.

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Segment Information

6 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Information

Segment Information

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 September 30, 2016: 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.

Segment information by business unit is as follows:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2016		2015			2016		2015
	(Amounts in thousands)
Segment revenues
Motion Pictures	$	464,398	$	353,929		$	826,875	$	629,317
Television Production	175,136		122,830			366,234		256,383
	$	639,534	$	476,759		$	1,193,109	$	885,700
Gross segment contribution
Motion Pictures	$	27,700	$	18,376		$	84,133	$	98,000
Television Production	20,325		9,554			38,069		32,703
	$	48,025	$	27,930		$	122,202	$	130,703
Segment general and administration
Motion Pictures	$	21,078	$	18,766		$	42,096	$	36,967
Television Production	8,233		4,521			15,034		8,903
	$	29,311	$	23,287		$	57,130	$	45,870
Segment profit (loss)
Motion Pictures	$	6,622	$	(390	)	$	42,037	$	61,033
Television Production	12,092		5,033			23,035		23,800
	$	18,714	$	4,643		$	65,072	$	84,833

Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charge, and backstopped prints and advertising ("P&A") expense. Gross segment contribution amounts for the three and six months ended September 30, 2015 reflect the reclassification of $2.9 million and $6.8 million, respectively, of backstopped P&A from Motion Pictures distribution and marketing expenses in order to be consistent with the current period presentation.

Segment profit is defined as gross segment contribution less segment general and administration expenses. The reconciliation of total segment profit to the Company’s loss before income taxes is as follows:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Company’s total segment profit	$	18,714		$	4,643		$	65,072		$	84,833
Share-based compensation expense	(21,637		)	(17,392		)	(43,817		)	(34,271		)
Restructuring and other items(1)	(10,257		)	(4,207		)	(17,688		)	(4,207		)
Non-cash imputed interest charge(2)	(340		)	—			(961		)	—
Purchase accounting and related adjustments(3)	(4,599		)	—			(10,153		)	—
Start-up losses of new business initiatives(4)	(8,748		)	(416		)	(18,318		)	(416		)
Backstopped prints and advertising expense(5)	(8,114		)	2,879			(8,258		)	6,813
General and administrative expenses for corporate and shared services	(18,837		)	(22,275		)	(36,102		)	(43,525		)
Depreciation and amortization	(4,347		)	(2,520		)	(9,963		)	(4,350		)
Operating income (loss)	(58,165		)	(39,288		)	(80,188		)	4,877
Interest expense	(15,882		)	(12,630		)	(31,116		)	(25,255		)
Interest and other income	1,231			555			2,180			1,155
Equity interests income	1,908			7,149			12,754			18,537
Loss before income taxes	$	(70,908	)	$	(44,214	)	$	(96,370	)	$	(686	)

___________________

(1) Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable, included in general and administrative expense. Amounts in the three and six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction (see Note 9) and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards (see Note 12). Amounts in the three and six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

(2) Non-cash imputed interest charge represents a charge associated with the interest cost of long-term accounts receivable for Television Production licensed product that become due beyond one-year.

(3) Purchase accounting and related adjustments in the three and six months ended September 30, 2016 represent the incremental amortization expense associated with the non-cash fair value adjustments on television assets of $3.3 million and $7.7 million, respectively, included in direct operating expense resulting from the application of purchase accounting and the charge of $1.3 million and $2.5 million, respectively, included in general and administrative expense related to the accretion of the noncontrolling interest discount (see Note 10).

(4) Start-up losses of new business initiatives represent losses associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms. In the three and six months ended September 30, 2016, $3.2 million and $5.9 million, respectively, of the start-up losses are included in the Company's consolidated general and administrative expense (2015 - $0.4 million and $0.4 million, respectively).

(5) Backstopped P&A represents the amount of theatrical marketing expense for third party titles that the Company funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A cost over the revenue streams similar to a participation expense (i.e., the P&A under these arrangements are being expensed similar to a participation cost for purposes of measuring segment profit).

The following table sets forth revenues by media as broken down by segment for the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Segment revenues:
Motion Pictures
Theatrical	$	62,020	$	26,285	$	109,210	$	49,397
Home Entertainment	157,498		147,006		300,998		262,432
Television	69,326		59,883		122,663		108,325
International	168,250		107,803		282,025		192,606
Other	7,304		12,952		11,979		16,557
Total Motion Pictures revenues	$	464,398	$	353,929	$	826,875	$	629,317
Television Production
Domestic Television	154,424		87,928		307,427		146,919
International	15,916		26,439		43,651		85,839
Home Entertainment	3,246		6,462		10,025		20,541
Other	1,550		2,001		5,131		3,084
Total Television Production revenues	$	175,136	$	122,830	$	366,234	$	256,383
Total revenues	$	639,534	$	476,759	$	1,193,109	$	885,700

The following table sets forth significant assets as broken down by segment and other unallocated assets as of September 30, 2016 and March 31, 2016:

	September 30, 2016						March 31, 2016
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in thousands)
Significant assets by segment
Accounts receivable	$	477,722	$	475,529	$	953,251	$	557,532	$	491,757	$	1,049,289
Investment in films and television programs, net	954,555		374,243		1,328,798		1,092,365		385,931		1,478,296
Goodwill	294,367		240,413		534,780		294,367		240,413		534,780
	$	1,726,644	$	1,090,185	$	2,816,829	$	1,944,264	$	1,118,101	$	3,062,365
Other unallocated assets (primarily cash, other assets, and investments)					948,129						771,874
Total assets					$	3,764,958					$	3,834,239

The following table sets forth acquisition of investment in films and television programs as broken down by segment for the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Acquisition of investment in films and television programs
Motion Pictures	$	98,131	$	129,185	$	257,501	$	364,422
Television Production	98,528		90,424		189,169		171,048
	$	196,659	$	219,609	$	446,670	$	535,470

Purchases of property and equipment amounted to $3.4 million and $6.3 million for the three and six months ended September 30, 2016, respectively, and $3.6 million and $6.9 million for the three and six months ended September 30, 2015, respectively, primarily pertaining to purchases for the Company’s corporate headquarters.

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Contingencies

6 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Contingencies

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, we do not believe, based on current knowledge, that the outcome of any currently pending legal proceedings in which the Company is currently involved will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flow.

Between July 19, 2016 and August 30, 2016, seven putative class action complaints were filed by purported Starz stockholders in the Court of Chancery of the State of Delaware: Freedman v. Malone, et al., C.A. No. 12571-VCG; Oklahoma Police Pension & Retirement System v. Malone, et al., C.A. No. 12584-VCG; The Firemen’s Retirement System of St. Louis v. Malone, et al., C.A. No. 12596-VCG; City of Cambridge Retirement System v. Malone, et al., C.A. No. 12598-VCG; Norfolk County Retirement System v. Malone, et al., C.A. No. 12599-VCG; City of Providence v. Starz, et al., C.A. No. 12604; and Teamsters Local 170 Pension Fund v. Lions Gate Entertainment Corp., et al., C.A. No. 12705. The complaints name as defendants the members of the board of directors of Starz, Dr. Malone and Mr. Bennett, as well as Lions Gate and Merger Sub. Some of the complaints also name as defendants Starz, Leslie Malone, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett, Hilltop Investments, LLC (“Hilltop”), Dr. Rachesky and LionTree. The complaints allege, among other things, that the members of the Starz board of directors breached fiduciary duties owed to Starz and the holders of Starz Series A common stock in connection with the merger and the transactions contemplated by the merger agreement; that Dr. Malone (and, in one action, Mr. Bennett) is a controlling stockholder who breached fiduciary duties owed to other Starz stockholders in connection with the merger (and, in certain of the actions, by entering into the exchange agreement); and that some or all of Starz, Lions Gate, Merger Sub, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett, Hilltop, and LionTree aided and abetted such breaches of fiduciary duty. Some or all of the complaints seek, among other relief, rescission of the proposed merger, an injunction to prevent the merger from proceeding, a judgment declaring the exchange agreement is invalid and void, damages, and/or attorneys’ fees. The actions have been consolidated into In re Starz Stockholder Litigation, Consolidated C.A. No. 12584-VCG, and the plaintiffs in the consolidated action filed a verified consolidated class action complaint on August 16, 2016. On August 18, 2016, plaintiffs in the consolidated action filed a motion for expedited proceedings. On September 22, 2016, the court denied the motion.

On August 9, 2016, a putative class action complaint was filed by a purported Starz stockholder in the District Court for the City and County of Denver, Colorado: Gross v. John C. Malone, et al., 2016-CV-32873. The complaint names as defendants the members of the board of directors of Starz, Dr. Malone and Mr. Bennett, as well as Lions Gate and Merger Sub. The complaint alleges, among other things, that the members of the Starz board of directors breached fiduciary duties owed to Starz and the holders of Starz Series A common stock in connection with the merger and the transactions contemplated by the merger agreement, and that Dr. Malone, Mr. Bennett, Lions Gate, and Merger Sub aided and abetted such breaches of fiduciary duty.

On October 7, 2016, a putative class action complaint was filed by a purported Lions Gate stockholder in the Supreme Court of the State of New York for the County of Nassau: Levy v. Malone, et al., Index No. 607759/2016. The complaint names as defendants Lions Gate and the members of its board of directors. The complaint alleges, among other things, that the members of the Lions Gate board of directors breached fiduciary duties owed to Lions Gate stockholders and/or aided and abetted breaches of fiduciary duties by others in connection with the proposed merger, and that Lions Gate and the members of its board of directors failed to disclose material information in the amended joint proxy statement/prospectus on Form S-4/A filed on September 7, 2016 in connection with the proposed merger. Defendants believe that the complaints are without merit and intend to defend the actions vigorously.

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Consolidating Financial Information - Convertible Senior Subordinated Notes

6 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Financial Information - Convertible Senior Subordinated Notes

Consolidating Financial Information — Convertible Senior Subordinated Notes

The January 2012 4.00% Notes and the April 2013 1.25% Notes by their terms, are fully and unconditionally guaranteed by the Company. LGEI, the issuer of the January 2012 4.00% Notes and the April 2013 1.25% Notes that are guaranteed by the Company, is 100% owned by the parent company guarantor, Lions Gate Entertainment Corp.

The following tables present condensed consolidating financial information as of September 30, 2016 and March 31, 2016, and for the six months endedSeptember 30, 2016 and 2015 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.

	As of
	September 30, 2016
	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	$	1,354	$	55,329		$	49,270	$	—		$	105,953
Restricted cash	—		2,900			—		—			2,900
Accounts receivable, net	862		1,935			950,454		—			953,251
Investment in films and television programs, net	—		6,462			1,322,336		—			1,328,798
Property and equipment, net	—		36,438			6,217		—			42,655
Investments	40,072		15,526			446,689		—			502,287
Goodwill	10,172		—			524,608		—			534,780
Other assets	3,790		39,753			32,785		(5,121		)	71,207
Deferred tax assets	—		210,163			12,964		—			223,127
Subsidiary investments and advances	1,721,926		1,644,298			3,113,325		(6,479,549		)	—
	$	1,778,176	$	2,012,804		$	6,458,648	$	(6,484,670	)	$	3,764,958
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	$	297,803	$	—		$	—	$	—		$	297,803
5.25% Senior Notes	221,689		—			—		—			221,689
Term Loan	389,197		—			—		—			389,197
Accounts payable and accrued liabilities	12,383		76,082			260,225		—			348,690
Participations and residuals	—		3,528			648,066		—			651,594
Film obligations and production loans	—		—			512,678		—			512,678
Convertible senior subordinated notes	—		101,140			—		—			101,140
Deferred revenue	—		3,599			288,439		—			292,038
Intercompany payable	—		2,246,129			2,409,403		(4,655,532		)	—
Redeemable noncontrolling interest	—		—			93,025		—			93,025
Total shareholders' equity (deficiency)	857,104		(417,674		)	2,246,812		(1,829,138		)	857,104
	$	1,778,176	$	2,012,804		$	6,458,648	$	(6,484,670	)	$	3,764,958

	Six Months Ended
	September 30, 2016
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
				(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	8,823		$	1,184,286		$	—		$	1,193,109
EXPENSES:
Direct operating	6			1,464			751,714			—			753,184
Distribution and marketing	—			460			346,532			—			346,992
General and administration	1,297			92,387			70,111			(637		)	163,158
Depreciation and amortization	—			5,857			4,106			—			9,963
Total expenses	1,303			100,168			1,172,463			(637		)	1,273,297
OPERATING INCOME (LOSS)	(1,303		)	(91,345		)	11,823			637			(80,188		)
Other expenses (income):
Interest expense	22,869			114,169			91,471			(197,393		)	31,116
Interest and other income	(107,808		)	—			(91,489		)	197,117			(2,180		)
Total other expenses (income)	(84,939		)	114,169			(18		)	(276		)	28,936
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	83,636			(205,514		)	11,841			913			(109,124		)
Equity interests income (loss)	(96,890		)	24,108			13,604			71,932			12,754
INCOME (LOSS) BEFORE INCOME TAXES	(13,254		)	(181,406		)	25,445			72,845			(96,370		)
Income tax provision (benefit)	2,950			(84,516		)	11,156			(9,496		)	(79,906		)
NET INCOME (LOSS)	(16,204		)	(96,890		)	14,289			82,341			(16,464		)
Less: Net loss attributable to noncontrolling interest	—			—			—			260			260
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(16,204	)	$	(96,890	)	$	14,289		$	82,601		$	(16,204	)

	Six Months Ended
	September 30, 2016
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)				(Amounts in thousands)
NET INCOME (LOSS)	$	(16,204	)	$	(96,890	)	$	14,289		$	82,341		$	(16,464	)
Foreign currency translation adjustments, net of tax	(5,485		)	(8,901		)	(9,090		)	17,991			(5,485		)
Net unrealized gain on available-for-sale securities, net of tax	22,884			—			22,884			(22,884		)	22,884
Net unrealized gain on foreign exchange contracts, net of tax	(2,986		)	—			(2,986		)	2,986			(2,986		)
COMPREHENSIVE INCOME (LOSS)	(1,791		)	(105,791		)	25,097			80,434			(2,051		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			—			260			260
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(1,791	)	$	(105,791	)	$	25,097		$	80,694		$	(1,791	)

	Six Months Ended
	September 30, 2016
	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	$	(85,736	)	$	32,731		$	247,403		$	—	$	194,398
INVESTING ACTIVITIES:
Investment in equity method investees	—			(1,000		)	(4,344		)	—		(5,344		)
Distributions from equity method investees	—			—			2,263			—		2,263
Purchases of property and equipment	—			(4,493		)	(1,808		)	—		(6,301		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(5,493		)	(3,889		)	—		(9,382		)
FINANCING ACTIVITIES:
Senior revolving credit facility - borrowings	454,000			—			—			—		454,000
Senior revolving credit facility - repayments	(314,000		)	—			—			—		(314,000		)
Production loans - borrowings	—			—			152,296			—		152,296
Production loans - repayments	—			—			(373,726		)	—		(373,726		)
Dividends paid	(26,819		)	—			—			—		(26,819		)
Distributions to noncontrolling interest	—			—			(3,309		)	—		(3,309		)
Exercise of stock options	500			—			—			—		500
Tax withholding required on equity awards	(27,253		)	—			—			—		(27,253		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	86,428			—			(224,739		)	—		(138,311		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	692			27,238			18,775			—		46,705
FOREIGN EXCHANGE EFFECTS ON CASH	8			—			1,498			—		1,506
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	654			28,091			28,997			—		57,742
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	1,354		$	55,329		$	49,270		$	—	$	105,953

	As of
	March 31, 2016
	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	$	654	$	28,091		$	28,997	$	—		$	57,742
Restricted cash	—		2,906			—		—			2,906
Accounts receivable, net	676		1,579			1,047,034		—			1,049,289
Investment in films and television programs, net	—		6,407			1,471,889		—			1,478,296
Property and equipment, net	—		36,171			7,213		—			43,384
Investments	40,072		15,354			408,920		—			464,346
Goodwill	10,172		—			524,608		—			534,780
Other assets	314		42,143			32,015		(5,397		)	69,075
Deferred tax assets	1,502		121,725			11,194		—			134,421
Subsidiary investments and advances	1,584,187		1,518,348			3,094,974		(6,197,509		)	—
	$	1,637,577	$	1,772,724		$	6,626,844	$	(6,202,906	)	$	3,834,239
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	$	156,136	$	—		$	—	$	—		$	156,136
5.25% Senior Notes	220,796		—			—		—			220,796
Term Loan	388,207		—			—		—			388,207
Accounts payable and accrued liabilities	22,165		89,903			265,630		—			377,698
Participations and residuals	—		3,663			603,695		—			607,358
Film obligations and production loans	—		—			715,018		—			715,018
Convertible senior subordinated notes	—		99,984			—		—			99,984
Deferred revenue	—		4,833			323,411		—			328,244
Intercompany payable	—		1,906,899			2,415,792		(4,322,691		)	—
Redeemable noncontrolling interest	—		—			90,525		—			90,525
Total shareholders' equity (deficiency)	850,273		(332,558		)	2,212,773		(1,880,215		)	850,273
	$	1,637,577	$	1,772,724		$	6,626,844	$	(6,202,906	)	$	3,834,239

	Six Months Ended
	September 30, 2015
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	14,215		$	872,182		$	(697	)	$	885,700
EXPENSES:
Direct operating	597			(163		)	522,686			—			523,120
Distribution and marketing	—			3,530			221,534			—			225,064
General and administration	3,042			78,875			47,197			(825		)	128,289
Depreciation and amortization	—			3,747			603			—			4,350
Total expenses	3,639			85,989			792,020			(825		)	880,823
OPERATING INCOME (LOSS)	(3,639		)	(71,774		)	80,162			128			4,877
Other expenses (income):
Interest expense	18,294			107,134			83,947			(184,120		)	25,255
Interest and other income	(101,066		)	(316		)	(83,639		)	183,866			(1,155		)
Total other expenses (income)	(82,772		)	106,818			308			(254		)	24,100
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	79,133			(178,592		)	79,854			382			(19,223		)
Equity interests income (loss)	(80,554		)	96,699			20,298			(17,906		)	18,537
INCOME (LOSS) BEFORE INCOME TAXES	(1,421		)	(81,893		)	100,152			(17,524		)	(686		)
Income tax provision (benefit)	(36		)	(1,339		)	2,516			(442		)	699
NET INCOME (LOSS)	(1,385		)	(80,554		)	97,636			(17,082		)	(1,385		)
Less: Net loss attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(1,385	)	$	(80,554	)	$	97,636		$	(17,082	)	$	(1,385	)

	Six Months Ended
	September 30, 2015
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)	(Amounts in thousands)
NET INCOME (LOSS)	$	(1,385	)	$	(80,554	)	$	97,636		$	(17,082	)	$	(1,385	)
Foreign currency translation adjustments, net of tax	1,993			3,136			(2,162		)	(974		)	1,993
Net unrealized gain on available-for-sale securities, net of tax	12,002						12,002			(12,002		)	12,002
Net unrealized gain on foreign exchange contracts, net of tax	2,994			—			2,994			(2,994		)	2,994
COMPREHENSIVE INCOME (LOSS)	$	15,604		$	(77,418	)	$	110,470		$	(33,052	)	$	15,604
Less: Comprehensive loss attributable to noncontrolling interest	—			—			—			—			—
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	15,604		$	(77,418	)	$	110,470		$	(33,052	)	$	15,604

	Six Months Ended
	September 30, 2015
	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	$	42,018		$	53,149		$	(263,775	)	$	—	$	(168,608	)
INVESTING ACTIVITIES:
Investment in equity method investees	—			—			(3,659		)	—		(3,659		)
Purchases of property and equipment	—			(6,765		)	(115		)	—		(6,880		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(6,765		)	(3,774		)	—		(10,539		)
FINANCING ACTIVITIES:
Term Loan - borrowings, net of deferred financing costs of $964	24,036			—			—			—		24,036
Convertible senior subordinated notes - repurchases	—			(5		)	—			—		(5		)
Production loans - borrowings	—			—			370,945			—		370,945
Production loans - repayments	—			—			(112,474		)	—		(112,474		)
Dividends paid	(20,563		)	—			—			—		(20,563		)
Excess tax benefits on equity-based compensation awards	—			—			—			—		—
Exercise of stock options	4,453			—			—			—		4,453
Tax withholding required on equity awards	(18,983		)	—			—			—		(18,983		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(11,057		)	(5		)	258,471			—		247,409
NET CHANGE IN CASH AND CASH EQUIVALENTS	30,961			46,379			(9,078		)	—		68,262
FOREIGN EXCHANGE EFFECTS ON CASH	—			—			(542		)	—		(542		)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	3,499			47,290			51,908			—		102,697
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	34,460		$	93,669		$	42,288		$	—	$	170,417

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Derivative Instruments and Hedging Activities

6 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses and tax credit receivables denominated in various foreign currencies. As of September 30, 2016, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 18 months from September 30, 2016):

September 30, 2016
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£0.9	in exchange for		$1.2	£0.71
Australian Dollar		A$56.8	in exchange for		$50.6	A$1.12
Canadian Dollar		C$24.6	in exchange for		$18.8	C$1.31

Changes in the fair value representing a net unrealized fair value gain (loss) on foreign exchange contracts that qualified as effective hedge contracts outstanding during the three and six months ended September 30, 2016 were losses, net of tax, of $0.4 million and $3.0 million, respectively (2015 - gains, net of tax, of $3.0 million and $3.0 million, respectively), and are included in accumulated other comprehensive loss, a separate component of shareholders’ equity. Changes in the fair value representing a net unrealized fair value loss on foreign exchange contracts that did not qualify as effective hedge contracts outstanding during the three months and six months ended September 30, 2016 were nil and $0.4 million, respectively (2015 - gain of nil and $0.1 million, respectively) and are included in direct operating expenses in the accompanying unaudited condensed consolidated statements of operations. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions.

As of September 30, 2016, $7.1 million was included in other assets and $0.2 million in accounts payable and accrued liabilities (March 31, 2016 - $9.4 million in other assets and $0.7 million in accounts payable and accrued liabilities) in the accompanying unaudited condensed consolidated balance sheets related to the Company's use of foreign currency derivatives. The Company classifies its forward foreign exchange contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

During the three and six months ended September 30, 2016, the Company reclassified a loss of $0.6 million and a gain of $2.9 million, respectively, out of accumulated other comprehensive loss into earnings. As of September 30, 2016, based on the current release schedule, the Company estimates approximately $1.1 million of gains associated with cash flow hedges in accumulated other comprehensive loss to be reclassified into earnings during the one-year period ending September 30, 2017.

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Supplementary Cash Flow Statement Information

6 Months Ended

Sep. 30, 2016

Supplemental Cash Flow Elements [Abstract]

Supplementary Cash Flow Statement Information

Supplementary Cash Flow Statement Information

The supplemental schedule of non-cash financing activities for the six months endedSeptember 30, 2015 is presented below (none in the six months ended September 30, 2016).

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands)
Non-cash financing activities:
Accrued dividends (see Note 12)	$	13,200
Conversions of convertible senior subordinated notes (see Note 5)	$	16,162

There were no significant non-cash investing activities for the six months ended September 30, 2016 and 2015.

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Subsequent Events

6 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

At the time of the Merger Agreement (June 30, 2016), Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.

On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.

On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.

The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.

The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility, currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.

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General (Policies)

6 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries.

The unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and six months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017. The balance sheet at March 31, 2016 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation.

Use of Estimates

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 equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes; 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.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Revenue Recognition: In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update relating to the recognition of revenue from contracts with customers, which will supersede most current U.S. GAAP revenue recognition guidance, including industry-specific guidance. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Based on the current guidance, the new framework will become effective on either a full or modified retrospective basis for the Company on April 1, 2018. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Presentation of Debt Issuance Costs: In April 2015, the FASB issued an accounting standards update relating to the presentation of debt issuance costs. The accounting update requires companies to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. The guidance is effective for the Company's fiscal year beginning April 1, 2016, and must be applied on a retrospective basis to all prior periods presented in the financial statements. The Company adopted the new guidance effective April 1, 2016, which resulted in the reclassification of approximately $21.3 million of debt issuance costs from other assets to their respective debt liabilities in the unaudited condensed consolidated balance sheets as of March 31, 2016.

Recognition and Measurement of Financial Instruments: In January 2016, the FASB issued new guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. For investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. The guidance is effective for the Company's fiscal year beginning April 1, 2018. Early adoption is not permitted, except for certain provisions relating to financial liabilities. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Accounting for Leases: In February 2016, the FASB issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The new guidance also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for the Company's fiscal year beginning April 1, 2019, with early adoption permitted, and is required to be implemented using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Employee Share-Based Payment Accounting: In March 2016, the FASB issued amended guidance related to employee share-based payment accounting. One aspect of the guidance, which will become effective on a prospective basis, requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. In addition, the guidance eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before companies can recognize them. This part of the guidance will be applied using a modified retrospective transition method and will result in the Company recording a cumulative-effect adjustment in retained earnings for excess tax benefits not previously recognized. The guidance also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and can be applied retrospectively or prospectively. The guidance also increases the amount companies can withhold to cover income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations and requires application of a modified retrospective transition method. Finally, the guidance provides for an election to account for forfeitures of share-based payments either by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change (as is required under the current guidance). The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Equity Method of Accounting: In March 2016, the FASB issued guidance that changes the requirements for equity method accounting when an investment qualifies for use of the equity method as a result of an increase in the investor’s ownership interest in or degree of influence over an investee. The guidance (i) eliminates the need to retroactively apply the equity method of accounting upon qualifying for such treatment, (ii) requires that the cost of acquiring the additional interest in an investee be added to the basis of the previously held interest and (iii) requires that unrealized holding gains or losses for available-for-sale equity securities that qualify for the equity method of accounting be recognized in earnings at the date the investment becomes qualified for use of the equity method of accounting. The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Classification of Certain Cash Receipts and Cash Payments: In August 2016, the FASB issued guidance that clarifies how entities should classify certain cash receipts and payments on the statement of cash flows. The guidance primarily relates to the classification of cash flows associated with certain (i) debt transactions including debt prepayment or extinguishment costs, (ii) contingent consideration arrangements related to a business combination, (iii) insurance claims and policies, (iv) distributions from equity method investees and (v) securitization transactions. This guidance is effective for the Company's fiscal year beginning April 1, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its statement of cash flows.

Net Loss Per Share

Basic net loss per share is calculated based on the weighted average common shares outstanding for the period.

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Investment In Films and Television Programs (Tables)

6 Months Ended

Sep. 30, 2016

Investment In Films And Television Programs [Abstract]

Investment In Films And Television Programs

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Motion Pictures Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	554,132	$	584,419
Acquired libraries, net of accumulated amortization	2,849		3,612
Completed and not released	63,534		33,806
In progress	276,279		421,687
In development	35,031		28,148
Product inventory	22,730		20,693
	954,555		1,092,365
Television Production Segment - Direct-to-Television Programs
Released, net of accumulated amortization	194,049		189,246
In progress	174,462		191,161
In development	5,732		5,524
	374,243		385,931
	$	1,328,798	$	1,478,296

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Investments (Tables)

6 Months Ended

Sep. 30, 2016

Equity Method Investments, Cost Method Investments, and Investments in Debt and Equity [Abstract]

Carrying Amount of Investments, By Category

The carrying amounts of investments, by category, at September 30, 2016 and March 31, 2016 were as follows:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Equity method investments	$	312,234	$	297,546
Available-for-sale securities	146,862		123,978
Cost method investments	43,191		42,822
	$	502,287	$	464,346

Schedule of Equity Method Investments [Line Items]

Carrying Amount of Equity Method Investments

The carrying amounts of equity method investments at September 30, 2016 and March 31, 2016 were as follows:

	September 30, 2016
Equity Method Investee	Ownership Percentage	September 30, 2016		March 31, 2016
		(Amounts in thousands)
EPIX	31.2%	$	187,864	$	171,837
Pop	50.0%	99,012		98,719
Other	Various	25,358		26,990
		$	312,234	$	297,546

Equity Method Investee, Income (Loss)

Equity interests in equity method investments for the three and six months ended September 30, 2016 and 2015 were as follows (income (loss)):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
Equity Method Investee	2016			2015			2016			2015
	(Amounts in thousands)
EPIX	$	5,070		$	8,157		$	16,027		$	21,229
Pop	(2,388		)	1,032			(2,074		)	665
Other	(774		)	(2,040		)	(1,199		)	(3,357		)
	$	1,908		$	7,149		$	12,754		$	18,537

Available-for-sale Securities [Abstract]

Available-for-sale Securities

The cost basis, unrealized losses and fair market value of available-for-sale securities are set forth below:

	September 30, 2016			March 31, 2016
	(Amounts in thousands)
Cost basis	$	158,916		$	158,916
Gross unrealized loss	(12,054		)	(34,938		)
Fair value	$	146,862		$	123,978

EPIX

Schedule of Equity Method Investments [Line Items]

Summarized Balance Sheet

The following table presents summarized balance sheet data as of September 30, 2016 and March 31, 2016 for EPIX:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Current assets	$	380,847	$	355,735
Non-current assets	$	412,167	$	360,441
Current liabilities	$	101,067	$	90,837
Non-current liabilities	$	27,083	$	23,948

Summarized Statement of Income

The following table presents the summarized statements of income for the three and six months ended September 30, 2016 and 2015 for EPIX and a reconciliation of the net income reported by EPIX to equity interest income recorded by the Company:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Revenues	$	98,580		$	105,243		$	196,875		$	216,593
Expenses:
Operating expenses	71,199			70,153			120,350			133,090
Selling, general and administrative expenses	6,654			6,345			12,815			12,135
Operating income	20,727			28,745			63,710			71,368
Interest and other expense	(227		)	(892		)	(210		)	(1,401		)
Net income	$	20,500		$	27,853		$	63,500		$	69,967
Reconciliation of net income reported by EPIX to equity interest income:
Net income reported by EPIX	$	20,500		$	27,853		$	63,500		$	69,967
Ownership interest in EPIX	31.15		%	31.15		%	31.15		%	31.15		%
The Company's share of net income	6,386			8,676			19,780			21,795
Eliminations of the Company’s share of profits on licensing sales to EPIX(1)	(3,068		)	(2,906		)	(6,774		)	(5,701		)
Realization of the Company’s share of profits on licensing sales to EPIX(2)	1,752			2,387			3,021			5,135
Total equity interest income recorded	$	5,070		$	8,157		$	16,027		$	21,229

_________________________

(1) Represents the elimination of the gross profit recognized by the Company on licensing sales to EPIX in proportion to the Company's ownership interest in EPIX.

(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.

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Other Assets (Tables)

6 Months Ended

Sep. 30, 2016

Other Assets, Unclassified [Abstract]

Other Assets

The composition of the Company’s other assets is as follows as of September 30, 2016 and March 31, 2016:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Prepaid expenses and other	$	60,783	$	57,725
Finite-lived intangible assets	10,424		11,350
	$	71,207	$	69,075

Finite-Lived Intangible Assets

Finite-lived intangibles consist primarily of noncompete agreements, trademarks and trade names, and sales agency relationships. The composition of the Company's finite-lived intangible assets and the associated accumulated amortization is as follows as of September 30, 2016 and March 31, 2016:

	September 30, 2016						March 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(Amounts in thousands)
Finite-lived intangible assets:
Noncompete agreements	$	9,500	$	1,052	$	8,448	$	9,500	$	449	$	9,051
Trademarks and trade names	8,600		6,699		1,901		8,600		6,451		2,149
Sales agency relationships	6,200		6,125		75		6,200		6,050		150
	$	24,300	$	13,876	$	10,424	$	24,300	$	12,950	$	11,350

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Corporate Debt (Tables)

6 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Carrying Values of Corporate Debt, Excluding Film Obligations and Production Loans

The total carrying values of corporate debt of the Company, excluding film obligations and production loans, were as follows as of September 30, 2016 and March 31, 2016, and are reflected net of unamortized debt issuance costs and unamortized discount if applicable:

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Senior revolving credit facility, net of debt issuance costs of $3,197 (March 31, 2016 - $4,864)	$	297,803	$	156,136
5.25% Senior Notes, net of debt issuance costs of $3,311 (March 31, 2016 - $4,204)	221,689		220,796
Term Loan Due 2022, net of debt issuance costs of $10,803 (March 31, 2016 - $11,793)	389,197		388,207
Convertible senior subordinated notes, net of debt issuance costs and unamortized discount of $710 (March 31, 2016 - $1,866)	101,140		99,984
	$	1,009,829	$	865,123

Future Annual Contractual Principal Payment Commitments Under Corporate Debt

The following table sets forth future annual contractual principal payment commitments of corporate debt as of September 30, 2016:

	Conversion Price Per Share at September 30, 2016	Maturity Date	Year Ended March 31,
Debt Type			2017		2018		2019		2020		2021		Thereafter		Total
			(Amounts in thousands)
Senior revolving credit facility	N/A	September 2017	$	—	$	301,000	$	—	$	—	$	—	$	—	$	301,000
5.25% Senior Notes	N/A	August 2018	—		—		225,000		—		—		—		225,000
Term Loan Due 2022	N/A	March 2022	—		—		—		—		—		400,000		400,000
Principal amounts of convertible senior subordinated notes:
January 2012 4.00% Notes	$10.21	January 2017	41,850		—		—		—		—		—		41,850
April 2013 1.25% Notes	$29.19	April 2018	—		—		60,000		—		—		—		60,000
			$	41,850	$	301,000	$	285,000	$	—	$	—	$	400,000	1,027,850
Less aggregate unamortized discount & debt issuance costs															(18,021		)
															$	1,009,829

Convertible Senior Subordinated Notes Outstanding and Certain Key Terms

The following table sets forth the convertible senior subordinated notes outstanding and certain key terms of these notes at September 30, 2016 and March 31, 2016:

	Maturity Date	Conversion Price Per Share at September 30, 2016	September 30, 2016							March 31, 2016
Convertible Senior Subordinated Notes			Principal		Unamortized Discount & Debt Issuance Costs			Net Carrying Amount		Principal		Unamortized Discount & Debt Issuance Costs			Net Carrying Amount
			(Amounts in thousands)
January 2012 4.00% Notes	January 11, 2017	$10.21	$	41,850	$	(691	)	$	41,159	$	41,850	$	(1,840	)	$	40,010
April 2013 1.25% Notes	April 15, 2018	$29.19	60,000		(19		)	59,981		60,000		(26		)	59,974
			$	101,850	$	(710	)	$	101,140	$	101,850	$	(1,866	)	$	99,984

Conversions of Convertible Senior Subordinated Notes

The following conversions were completed with respect to the Company's convertible senior subordinated notes in the six months endedSeptember 30, 2015 (none in the six months endedSeptember 30, 2016):

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands, except share amounts)
April 2009 3.625% Notes
Principal amount converted	$	16,162
Common shares issued upon conversion	1,983,058
Weighted average conversion price per share	$	8.15

Interest Expense on Convertible Senior Subordinated Notes

Interest expense recognized for the convertible senior subordinated notes for the three and six months ended September 30, 2016 and 2015 is presented below:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Interest Expense
Contractual interest coupon	$	605	$	606	$	1,212	$	1,155
Amortization of discount on liability component and debt issuance costs	580		529		1,148		1,046
	$	1,185	$	1,135	$	2,360	$	2,201

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Film Obligations and Production Loans (Tables)

6 Months Ended

Sep. 30, 2016

Film Obligations And Production Loans [Abstract]

Films Obligations And Production Loans

	September 30, 2016		March 31, 2016
	(Amounts in thousands)
Film obligations	$	44,576	$	24,989
Production loans, net of debt issuance costs of $838 (March 31, 2016 - $342)	468,102		690,029
Total film obligations and production loans	$	512,678	$	715,018

Future Annual Repayment of Film Obligations and Production Loans

The following table sets forth future annual repayment of film obligations and production loans as of September 30, 2016:

	Six Months Ending
	March 31,		Year Ended March 31,
	2017		2018		2019		2020		2021		Thereafter		Total
	(Amounts in thousands)
Film obligations	$	42,560	$	1,085	$	1,000	$	—	$	—	$	—	$	44,645
Production loans	285,786		183,154		—		—		—		—		468,940
	$	328,346	$	184,239	$	1,000	$	—	$	—	$	—	$	513,585
Less imputed interest on film obligations and debt issuance costs on production loans													(907		)
													$	512,678

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Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Assets and Liabilities Required to be Carried at Fair Value on a Recurring Basis

The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2016 and March 31, 2016:

	September 30, 2016								March 31, 2016
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets:	(Amounts in thousands)
Available-for-sale securities (see Note 3):
Starz Series A common stock	$	66,062	$	—		$	66,062		$	55,768	$	—		$	55,768
Starz Series B common stock	—		80,800			80,800			—		68,210			68,210
Forward exchange contracts (see Note 18)	—		7,085			7,085			—		9,417			9,417
Liabilities:
Forward exchange contracts (see Note 18)	—		(158		)	(158		)	—		(748		)	(748		)
	$	66,062	$	87,727		$	153,789		$	55,768	$	76,879		$	132,647

Carrying Values and Fair Values of Assets and Liabilities Not Required to be Carried at Fair Value on a Recurring Basis

The following table sets forth the carrying values and fair values of the Company’s investment in Pop's mandatorily redeemable preferred stock units and outstanding debt at September 30, 2016 and March 31, 2016:

	September 30, 2016				March 31, 2016
	(Amounts in thousands)
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 3)				(Level 3)
Assets:
Investment in Pop's Mandatorily Redeemable Preferred Stock Units	$	99,012	$	114,500	$	98,719	$	114,500
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 2)				(Level 2)
Liabilities:
January 2012 4.00% Notes	41,159		42,135		40,010		41,477
April 2013 1.25% Notes	59,981		56,950		59,974		54,188
Production loans	468,102		468,940		690,029		690,371
5.25% Senior Notes	221,689		239,063		220,796		229,500
Term Loan	389,197		404,500		388,207		400,500
	$	1,180,128	$	1,211,588	$	1,399,016	$	1,416,036

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Mergers and Acquisitions (Tables)

6 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Purchase Price Allocation

The allocation of the purchase price, including the fair value of redeemable noncontrolling interest recognized, is as follows:

Allocation of the total purchase consideration:	(Amounts in thousands)
Cash and cash equivalents	$	15,816
Accounts receivable, net	15,248
Investment in films and television programs, net	63,387
Other assets acquired	7,019
Finite-lived intangible assets:
Noncompete agreements	9,500
Trade name	2,000
Other liabilities assumed	(32,638		)
Fair value of net assets acquired	80,332
Goodwill	211,452
Redeemable noncontrolling interest (Note 10)	(90,128		)
	$	201,656

Acquisition of Pilgrim Studios, Pro Forma Statement of Operations Information

The statements of operations information below includes the statement of income of Pilgrim Media Group for the six months ended June 30, 2015 combined with the Company's statement of operations for the six months ended September 30, 2015.

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands, except per share amounts)
Revenues	$	964,348
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(2,438	)
Basic Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders	$	(0.02	)
Diluted Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders	$	(0.02	)

The unaudited pro forma condensed consolidated statement of operations information does not include adjustments for any restructuring activities, operating efficiencies or cost savings, and exclude certain one-time transactional costs of $7.7 million attributable to the noncontrolling shareholder expensed in connection with the transaction, as well as $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.

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Redeemable Noncontrolling Interest (Tables)

6 Months Ended

Sep. 30, 2016

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

The table below presents the reconciliation of changes in redeemable noncontrolling interest:

	Six Months Ended
	September 30,
	2016
	(Amounts in thousands)
Beginning balance	$	90,525
Net loss of Pilgrim Media Group attributable to noncontrolling interest	(260		)
Noncontrolling interest discount accretion	2,500
Adjustments to redemption value	3,569
Cash distributions	(3,309		)
Ending balance	$	93,025

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Net Loss Per Share (Tables)

6 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Basic Net Loss Per Common Share

Basic and diluted net loss per share for the three and six months ended September 30, 2016 and 2015 are presented below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands, except per share amounts)
Basic and Diluted Net Loss Per Common Share:
Numerator:
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(17,458	)	$	(42,069	)	$	(16,204	)	$	(1,385	)
Denominator:
Weighted average common shares outstanding	147,804			148,345			147,511			147,984
Basic and diluted net loss per common share	$	(0.12	)	$	(0.28	)	$	(0.11	)	$	(0.01	)

Diluted Net Loss Per Common Share

Basic and diluted net loss per share for the three and six months ended September 30, 2016 and 2015 are presented below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands, except per share amounts)
Basic and Diluted Net Loss Per Common Share:
Numerator:
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(17,458	)	$	(42,069	)	$	(16,204	)	$	(1,385	)
Denominator:
Weighted average common shares outstanding	147,804			148,345			147,511			147,984
Basic and diluted net loss per common share	$	(0.12	)	$	(0.28	)	$	(0.11	)	$	(0.01	)

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Capital Stock (Tables)

6 Months Ended

Sep. 30, 2016

Equity and Share-based Compensation [Abstract]

Common Shares Reserved For Future Issuance

The table below outlines common shares reserved for future issuance:

	September 30, 2016	March 31, 2016
	(Amounts in thousands)
Stock options outstanding, average exercise price $26.88 (March 31, 2016 - $24.55)	14,040	15,332
Restricted share units — unvested	1,318	1,647
Share purchase options and restricted share units available for future issuance	968	2,093
Shares issuable upon conversion of January 2012 4.00% Notes at conversion price of $10.21 per share (March 31, 2016 - $10.26)	4,099	4,079
Shares issuable upon conversion of April 2013 1.25% Notes at conversion price of $29.19 per share (March 31, 2016 - $29.32)	2,055	2,046
Shares reserved for future issuance	22,480	25,197

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation Expense

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2016, and 2015:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Compensation Expense:
Stock Options	$	8,481		$	10,289		$	16,206		$	19,523
Restricted Share Units and Other Share-based Compensation	13,156			7,103			27,611			14,460
Share Appreciation Rights	—			—			—			288
	21,637			17,392			43,817			34,271
Impact of accelerated vesting on stock options and restricted share units(1)	2,383			—			2,383			—
Total share-based compensation expense	$	24,020		$	17,392		$	46,200		$	34,271
Tax impact(2)	(8,355		)	(6,378		)	(16,040		)	(12,567		)
Reduction in net income	$	15,665		$	11,014		$	30,160		$	21,704

___________________

(1) Represents the impact of the acceleration of certain vesting schedules for stock options and restricted share units pursuant to certain severance arrangements.

(2) Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.

Schedule of Stock Option, Equity-Settled Share Appreciation Rights and Restricted Share Unit Activity

The following table sets forth the stock option and restricted share unit activity during the six months endedSeptember 30, 2016:

	Stock Options		Weighted-Average Exercise Price	Restricted Share Units		Weighted-Average Grant-Date Fair Value
Outstanding at March 31, 2016	16,093,896		$23.83	1,647,432		$31.74
Granted	1,197,067		$27.66	1,390,073		$20.93
Options exercised or RSUs vested	(2,132,038	)	$9.76	(1,626,789	)	$24.64
Forfeited or expired	(356,589	)	$31.36	(92,582	)	$32.44
Outstanding at September 30, 2016	14,802,336		$25.99	1,318,134		$29.05

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Segment Information (Tables)

6 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Information By Business Unit

Segment information by business unit is as follows:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2016		2015			2016		2015
	(Amounts in thousands)
Segment revenues
Motion Pictures	$	464,398	$	353,929		$	826,875	$	629,317
Television Production	175,136		122,830			366,234		256,383
	$	639,534	$	476,759		$	1,193,109	$	885,700
Gross segment contribution
Motion Pictures	$	27,700	$	18,376		$	84,133	$	98,000
Television Production	20,325		9,554			38,069		32,703
	$	48,025	$	27,930		$	122,202	$	130,703
Segment general and administration
Motion Pictures	$	21,078	$	18,766		$	42,096	$	36,967
Television Production	8,233		4,521			15,034		8,903
	$	29,311	$	23,287		$	57,130	$	45,870
Segment profit (loss)
Motion Pictures	$	6,622	$	(390	)	$	42,037	$	61,033
Television Production	12,092		5,033			23,035		23,800
	$	18,714	$	4,643		$	65,072	$	84,833

Reconciliation Of Total Segment Profit To The Company's Loss Before Income Taxes

The reconciliation of total segment profit to the Company’s loss before income taxes is as follows:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Amounts in thousands)
Company’s total segment profit	$	18,714		$	4,643		$	65,072		$	84,833
Share-based compensation expense	(21,637		)	(17,392		)	(43,817		)	(34,271		)
Restructuring and other items(1)	(10,257		)	(4,207		)	(17,688		)	(4,207		)
Non-cash imputed interest charge(2)	(340		)	—			(961		)	—
Purchase accounting and related adjustments(3)	(4,599		)	—			(10,153		)	—
Start-up losses of new business initiatives(4)	(8,748		)	(416		)	(18,318		)	(416		)
Backstopped prints and advertising expense(5)	(8,114		)	2,879			(8,258		)	6,813
General and administrative expenses for corporate and shared services	(18,837		)	(22,275		)	(36,102		)	(43,525		)
Depreciation and amortization	(4,347		)	(2,520		)	(9,963		)	(4,350		)
Operating income (loss)	(58,165		)	(39,288		)	(80,188		)	4,877
Interest expense	(15,882		)	(12,630		)	(31,116		)	(25,255		)
Interest and other income	1,231			555			2,180			1,155
Equity interests income	1,908			7,149			12,754			18,537
Loss before income taxes	$	(70,908	)	$	(44,214	)	$	(96,370	)	$	(686	)

___________________

(1) Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable, included in general and administrative expense. Amounts in the three and six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction (see Note 9) and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards (see Note 12). Amounts in the three and six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

(2) Non-cash imputed interest charge represents a charge associated with the interest cost of long-term accounts receivable for Television Production licensed product that become due beyond one-year.

(3) Purchase accounting and related adjustments in the three and six months ended September 30, 2016 represent the incremental amortization expense associated with the non-cash fair value adjustments on television assets of $3.3 million and $7.7 million, respectively, included in direct operating expense resulting from the application of purchase accounting and the charge of $1.3 million and $2.5 million, respectively, included in general and administrative expense related to the accretion of the noncontrolling interest discount (see Note 10).

(4) Start-up losses of new business initiatives represent losses associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms. In the three and six months ended September 30, 2016, $3.2 million and $5.9 million, respectively, of the start-up losses are included in the Company's consolidated general and administrative expense (2015 - $0.4 million and $0.4 million, respectively).

(5) Backstopped P&A represents the amount of theatrical marketing expense for third party titles that the Company funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A cost over the revenue streams similar to a participation expense (i.e., the P&A under these arrangements are being expensed similar to a participation cost for purposes of measuring segment profit).

Segment Revenues by Media

The following table sets forth revenues by media as broken down by segment for the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Segment revenues:
Motion Pictures
Theatrical	$	62,020	$	26,285	$	109,210	$	49,397
Home Entertainment	157,498		147,006		300,998		262,432
Television	69,326		59,883		122,663		108,325
International	168,250		107,803		282,025		192,606
Other	7,304		12,952		11,979		16,557
Total Motion Pictures revenues	$	464,398	$	353,929	$	826,875	$	629,317
Television Production
Domestic Television	154,424		87,928		307,427		146,919
International	15,916		26,439		43,651		85,839
Home Entertainment	3,246		6,462		10,025		20,541
Other	1,550		2,001		5,131		3,084
Total Television Production revenues	$	175,136	$	122,830	$	366,234	$	256,383
Total revenues	$	639,534	$	476,759	$	1,193,109	$	885,700

Reconciliation of Assets from Segment to Consolidated

The following table sets forth significant assets as broken down by segment and other unallocated assets as of September 30, 2016 and March 31, 2016:

	September 30, 2016						March 31, 2016
	Motion Pictures		Television Production		Total		Motion Pictures		Television Production		Total
	(Amounts in thousands)
Significant assets by segment
Accounts receivable	$	477,722	$	475,529	$	953,251	$	557,532	$	491,757	$	1,049,289
Investment in films and television programs, net	954,555		374,243		1,328,798		1,092,365		385,931		1,478,296
Goodwill	294,367		240,413		534,780		294,367		240,413		534,780
	$	1,726,644	$	1,090,185	$	2,816,829	$	1,944,264	$	1,118,101	$	3,062,365
Other unallocated assets (primarily cash, other assets, and investments)					948,129						771,874
Total assets					$	3,764,958					$	3,834,239

Acquisition of Investment in Films and Television Programs by Segment

The following table sets forth acquisition of investment in films and television programs as broken down by segment for the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(Amounts in thousands)
Acquisition of investment in films and television programs
Motion Pictures	$	98,131	$	129,185	$	257,501	$	364,422
Television Production	98,528		90,424		189,169		171,048
	$	196,659	$	219,609	$	446,670	$	535,470

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Consolidating Financial Information - Convertible Senior Subordinated Notes (Tables) - Convertible Senior Subordinated Notes

6 Months Ended

Sep. 30, 2016

Consolidating Financial Information [Line Items]

Condensed Consolidating Balance Sheet

	As of
	March 31, 2016
	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	$	654	$	28,091		$	28,997	$	—		$	57,742
Restricted cash	—		2,906			—		—			2,906
Accounts receivable, net	676		1,579			1,047,034		—			1,049,289
Investment in films and television programs, net	—		6,407			1,471,889		—			1,478,296
Property and equipment, net	—		36,171			7,213		—			43,384
Investments	40,072		15,354			408,920		—			464,346
Goodwill	10,172		—			524,608		—			534,780
Other assets	314		42,143			32,015		(5,397		)	69,075
Deferred tax assets	1,502		121,725			11,194		—			134,421
Subsidiary investments and advances	1,584,187		1,518,348			3,094,974		(6,197,509		)	—
	$	1,637,577	$	1,772,724		$	6,626,844	$	(6,202,906	)	$	3,834,239
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	$	156,136	$	—		$	—	$	—		$	156,136
5.25% Senior Notes	220,796		—			—		—			220,796
Term Loan	388,207		—			—		—			388,207
Accounts payable and accrued liabilities	22,165		89,903			265,630		—			377,698
Participations and residuals	—		3,663			603,695		—			607,358
Film obligations and production loans	—		—			715,018		—			715,018
Convertible senior subordinated notes	—		99,984			—		—			99,984
Deferred revenue	—		4,833			323,411		—			328,244
Intercompany payable	—		1,906,899			2,415,792		(4,322,691		)	—
Redeemable noncontrolling interest	—		—			90,525		—			90,525
Total shareholders' equity (deficiency)	850,273		(332,558		)	2,212,773		(1,880,215		)	850,273
	$	1,637,577	$	1,772,724		$	6,626,844	$	(6,202,906	)	$	3,834,239

	As of
	September 30, 2016
	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	$	1,354	$	55,329		$	49,270	$	—		$	105,953
Restricted cash	—		2,900			—		—			2,900
Accounts receivable, net	862		1,935			950,454		—			953,251
Investment in films and television programs, net	—		6,462			1,322,336		—			1,328,798
Property and equipment, net	—		36,438			6,217		—			42,655
Investments	40,072		15,526			446,689		—			502,287
Goodwill	10,172		—			524,608		—			534,780
Other assets	3,790		39,753			32,785		(5,121		)	71,207
Deferred tax assets	—		210,163			12,964		—			223,127
Subsidiary investments and advances	1,721,926		1,644,298			3,113,325		(6,479,549		)	—
	$	1,778,176	$	2,012,804		$	6,458,648	$	(6,484,670	)	$	3,764,958
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	$	297,803	$	—		$	—	$	—		$	297,803
5.25% Senior Notes	221,689		—			—		—			221,689
Term Loan	389,197		—			—		—			389,197
Accounts payable and accrued liabilities	12,383		76,082			260,225		—			348,690
Participations and residuals	—		3,528			648,066		—			651,594
Film obligations and production loans	—		—			512,678		—			512,678
Convertible senior subordinated notes	—		101,140			—		—			101,140
Deferred revenue	—		3,599			288,439		—			292,038
Intercompany payable	—		2,246,129			2,409,403		(4,655,532		)	—
Redeemable noncontrolling interest	—		—			93,025		—			93,025
Total shareholders' equity (deficiency)	857,104		(417,674		)	2,246,812		(1,829,138		)	857,104
	$	1,778,176	$	2,012,804		$	6,458,648	$	(6,484,670	)	$	3,764,958

Condensed Consolidating Statement of Operations

	Six Months Ended
	September 30, 2015
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
	(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	14,215		$	872,182		$	(697	)	$	885,700
EXPENSES:
Direct operating	597			(163		)	522,686			—			523,120
Distribution and marketing	—			3,530			221,534			—			225,064
General and administration	3,042			78,875			47,197			(825		)	128,289
Depreciation and amortization	—			3,747			603			—			4,350
Total expenses	3,639			85,989			792,020			(825		)	880,823
OPERATING INCOME (LOSS)	(3,639		)	(71,774		)	80,162			128			4,877
Other expenses (income):
Interest expense	18,294			107,134			83,947			(184,120		)	25,255
Interest and other income	(101,066		)	(316		)	(83,639		)	183,866			(1,155		)
Total other expenses (income)	(82,772		)	106,818			308			(254		)	24,100
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	79,133			(178,592		)	79,854			382			(19,223		)
Equity interests income (loss)	(80,554		)	96,699			20,298			(17,906		)	18,537
INCOME (LOSS) BEFORE INCOME TAXES	(1,421		)	(81,893		)	100,152			(17,524		)	(686		)
Income tax provision (benefit)	(36		)	(1,339		)	2,516			(442		)	699
NET INCOME (LOSS)	(1,385		)	(80,554		)	97,636			(17,082		)	(1,385		)
Less: Net loss attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(1,385	)	$	(80,554	)	$	97,636		$	(17,082	)	$	(1,385	)

	Six Months Ended
	September 30, 2016
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
				(Amounts in thousands)
STATEMENT OF OPERATIONS
Revenues	$	—		$	8,823		$	1,184,286		$	—		$	1,193,109
EXPENSES:
Direct operating	6			1,464			751,714			—			753,184
Distribution and marketing	—			460			346,532			—			346,992
General and administration	1,297			92,387			70,111			(637		)	163,158
Depreciation and amortization	—			5,857			4,106			—			9,963
Total expenses	1,303			100,168			1,172,463			(637		)	1,273,297
OPERATING INCOME (LOSS)	(1,303		)	(91,345		)	11,823			637			(80,188		)
Other expenses (income):
Interest expense	22,869			114,169			91,471			(197,393		)	31,116
Interest and other income	(107,808		)	—			(91,489		)	197,117			(2,180		)
Total other expenses (income)	(84,939		)	114,169			(18		)	(276		)	28,936
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES	83,636			(205,514		)	11,841			913			(109,124		)
Equity interests income (loss)	(96,890		)	24,108			13,604			71,932			12,754
INCOME (LOSS) BEFORE INCOME TAXES	(13,254		)	(181,406		)	25,445			72,845			(96,370		)
Income tax provision (benefit)	2,950			(84,516		)	11,156			(9,496		)	(79,906		)
NET INCOME (LOSS)	(16,204		)	(96,890		)	14,289			82,341			(16,464		)
Less: Net loss attributable to noncontrolling interest	—			—			—			260			260
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(16,204	)	$	(96,890	)	$	14,289		$	82,601		$	(16,204	)

Condensed Consolidating Statement of Comprehensive Income (Loss)

	Six Months Ended
	September 30, 2015
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)	(Amounts in thousands)
NET INCOME (LOSS)	$	(1,385	)	$	(80,554	)	$	97,636		$	(17,082	)	$	(1,385	)
Foreign currency translation adjustments, net of tax	1,993			3,136			(2,162		)	(974		)	1,993
Net unrealized gain on available-for-sale securities, net of tax	12,002						12,002			(12,002		)	12,002
Net unrealized gain on foreign exchange contracts, net of tax	2,994			—			2,994			(2,994		)	2,994
COMPREHENSIVE INCOME (LOSS)	$	15,604		$	(77,418	)	$	110,470		$	(33,052	)	$	15,604
Less: Comprehensive loss attributable to noncontrolling interest	—			—			—			—			—
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	15,604		$	(77,418	)	$	110,470		$	(33,052	)	$	15,604

	Six Months Ended
	September 30, 2016
	Lions Gate Entertainment Corp.			Lions Gate Entertainment Inc.			Non-guarantor Subsidiaries			Consolidating Adjustments			Lions Gate Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)				(Amounts in thousands)
NET INCOME (LOSS)	$	(16,204	)	$	(96,890	)	$	14,289		$	82,341		$	(16,464	)
Foreign currency translation adjustments, net of tax	(5,485		)	(8,901		)	(9,090		)	17,991			(5,485		)
Net unrealized gain on available-for-sale securities, net of tax	22,884			—			22,884			(22,884		)	22,884
Net unrealized gain on foreign exchange contracts, net of tax	(2,986		)	—			(2,986		)	2,986			(2,986		)
COMPREHENSIVE INCOME (LOSS)	(1,791		)	(105,791		)	25,097			80,434			(2,051		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			—			260			260
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	(1,791	)	$	(105,791	)	$	25,097		$	80,694		$	(1,791	)

Condensed Consolidating Statement of Cash Flows

	Six Months Ended
	September 30, 2016
	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	$	(85,736	)	$	32,731		$	247,403		$	—	$	194,398
INVESTING ACTIVITIES:
Investment in equity method investees	—			(1,000		)	(4,344		)	—		(5,344		)
Distributions from equity method investees	—			—			2,263			—		2,263
Purchases of property and equipment	—			(4,493		)	(1,808		)	—		(6,301		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(5,493		)	(3,889		)	—		(9,382		)
FINANCING ACTIVITIES:
Senior revolving credit facility - borrowings	454,000			—			—			—		454,000
Senior revolving credit facility - repayments	(314,000		)	—			—			—		(314,000		)
Production loans - borrowings	—			—			152,296			—		152,296
Production loans - repayments	—			—			(373,726		)	—		(373,726		)
Dividends paid	(26,819		)	—			—			—		(26,819		)
Distributions to noncontrolling interest	—			—			(3,309		)	—		(3,309		)
Exercise of stock options	500			—			—			—		500
Tax withholding required on equity awards	(27,253		)	—			—			—		(27,253		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	86,428			—			(224,739		)	—		(138,311		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	692			27,238			18,775			—		46,705
FOREIGN EXCHANGE EFFECTS ON CASH	8			—			1,498			—		1,506
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	654			28,091			28,997			—		57,742
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	1,354		$	55,329		$	49,270		$	—	$	105,953

	Six Months Ended
	September 30, 2015
	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	$	42,018		$	53,149		$	(263,775	)	$	—	$	(168,608	)
INVESTING ACTIVITIES:
Investment in equity method investees	—			—			(3,659		)	—		(3,659		)
Purchases of property and equipment	—			(6,765		)	(115		)	—		(6,880		)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES	—			(6,765		)	(3,774		)	—		(10,539		)
FINANCING ACTIVITIES:
Term Loan - borrowings, net of deferred financing costs of $964	24,036			—			—			—		24,036
Convertible senior subordinated notes - repurchases	—			(5		)	—			—		(5		)
Production loans - borrowings	—			—			370,945			—		370,945
Production loans - repayments	—			—			(112,474		)	—		(112,474		)
Dividends paid	(20,563		)	—			—			—		(20,563		)
Excess tax benefits on equity-based compensation awards	—			—			—			—		—
Exercise of stock options	4,453			—			—			—		4,453
Tax withholding required on equity awards	(18,983		)	—			—			—		(18,983		)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES	(11,057		)	(5		)	258,471			—		247,409
NET CHANGE IN CASH AND CASH EQUIVALENTS	30,961			46,379			(9,078		)	—		68,262
FOREIGN EXCHANGE EFFECTS ON CASH	—			—			(542		)	—		(542		)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD	3,499			47,290			51,908			—		102,697
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	34,460		$	93,669		$	42,288		$	—	$	170,417

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Outstanding Forward Foreign Exchange Contracts

As of September 30, 2016, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 18 months from September 30, 2016):

September 30, 2016
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£0.9	in exchange for		$1.2	£0.71
Australian Dollar		A$56.8	in exchange for		$50.6	A$1.12
Canadian Dollar		C$24.6	in exchange for		$18.8	C$1.31

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Supplementary Cash Flow Statement Information (Tables)

6 Months Ended

Sep. 30, 2016

Supplemental Cash Flow Elements [Abstract]

Supplemental Schedule of Non-Cash Investing and Financing Activities

The supplemental schedule of non-cash financing activities for the six months endedSeptember 30, 2015 is presented below (none in the six months ended September 30, 2016).

	Six Months Ended
	September 30,
	2015
	(Amounts in thousands)
Non-cash financing activities:
Accrued dividends (see Note 12)	$	13,200
Conversions of convertible senior subordinated notes (see Note 5)	$	16,162

There were no significant non-cash investing activities for the six months ended September 30, 2016 and 2015.

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General (Narrative) (Details) $ in Millions	Mar. 31, 2016 USD ($)
Presentation of Debt Issuance Costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs reclassified	$ 21.3

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Investment In Films and Television Programs (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Investment In Films And Television Programs [Abstract]
Percentage of unamortized film costs, one year			49.00%
Percentage of unamortized film costs, three years			81.00%
Fair value film write-downs	$ 4.4	$ 7.8	$ 6.3	$ 8.5

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Investment In Films and Television Programs (Schedule of Investment In Films And Television Programs) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Investment in Films and Television Programs [Line Items]
Total investment in film and television programs	$ 1,328,798	$ 1,478,296
Motion Pictures | Theatrical And Non-Theatrical Films
Investment in Films and Television Programs [Line Items]
Released, net of accumulated amortization	554,132	584,419
Acquired libraries, net of accumulated amortization	2,849	3,612
Completed and not released	63,534	33,806
In progress	276,279	421,687
In development	35,031	28,148
Product inventory	22,730	20,693
Total investment in film and television programs	954,555	1,092,365
Television Production | Direct-to-Television Programs
Investment in Films and Television Programs [Line Items]
Released, net of accumulated amortization	194,049	189,246
In progress	174,462	191,161
In development	5,732	5,524
Total investment in film and television programs	$ 374,243	$ 385,931

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Investments (Investments by Category) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Equity Method Investments, Cost Method Investments, and Investments in Debt and Equity [Abstract]
Equity method investments	$ 312,234	$ 297,546
Available-for-sale securities	146,862	123,978
Cost method investments	43,191	42,822
Investments	$ 502,287	$ 464,346

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Investments (Carrying Amount Of Equity Method Investments) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 312,234	$ 297,546
EPIX
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	31.15%		31.15%
Equity method investments	$ 187,864	171,837
Pop
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%
Equity method investments	$ 99,012	98,719
Other
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 25,358	$ 26,990

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Investments (Equity Method Investee, Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Schedule of Equity Method Investments [Line Items]
Equity interests income (loss)	$ 1,908	$ 7,149	$ 12,754	$ 18,537
EPIX
Schedule of Equity Method Investments [Line Items]
Equity interests income (loss)	5,070	8,157	16,027	21,229
Pop
Schedule of Equity Method Investments [Line Items]
Equity interests income (loss)	(2,388)	1,032	(2,074)	665
Other
Schedule of Equity Method Investments [Line Items]
Equity interests income (loss)	$ (774)	$ (2,040)	$ (1,199)	$ (3,357)

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Investments (Equity Method Investments Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended		30 Months Ended	72 Months Ended	102 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016	Mar. 31, 2015	Sep. 30, 2010	Sep. 30, 2016	Sep. 30, 2016
Schedule of Equity Method Investments [Line Items]
Investment in equity method investee			$ 5,344	$ 3,659
Equity method investments	$ 312,234		312,234		$ 297,546			$ 312,234	$ 312,234
EPIX
Schedule of Equity Method Investments [Line Items]
Investment in equity method investee							$ 80,400	$ 0
Equity method investment distributions received	$ 0	$ 0	$ 0	$ 0					$ 28,000
Equity method investment, ownership percentage	31.15%	31.15%	31.15%	31.15%				31.15%	31.15%
Equity method investments	$ 187,864		$ 187,864		171,837			$ 187,864	$ 187,864
Pop
Schedule of Equity Method Investments [Line Items]
Investment in equity method investee	$ 0	$ 0	$ 0	$ 800
Ownership interest percentage after call option, partner in equity method investment	80.00%		80.00%					80.00%	80.00%
Call option, period exercisable beginning March 26, 2018			30 days
Equity method investment, ownership percentage	50.00%		50.00%					50.00%	50.00%
Equity method investments	$ 99,012		$ 99,012		98,719			$ 99,012	$ 99,012
Defy Media
Schedule of Equity Method Investments [Line Items]
Effective economic interest in Defy Media	10.30%		10.30%					10.30%	10.30%
Roadside Attractions
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	43.00%		43.00%					43.00%	43.00%
Pantelion Films
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	49.00%		49.00%					49.00%	49.00%
Atom Tickets
Schedule of Equity Method Investments [Line Items]
Investment in equity method investee					7,900	$ 4,300
Equity method investment, ownership percentage	19.30%		19.30%					19.30%	19.30%
Tribeca Short List
Schedule of Equity Method Investments [Line Items]
Investment in equity method investee					2,400	$ 2,100
Cash acquired from consolidation					$ 400
Equity method investment, ownership percentage	75.00%		75.00%					75.00%	75.00%
Redeemable Preferred Stock | Pop
Schedule of Equity Method Investments [Line Items]
Rate of dividend on preferred stock			10.00%
Total accretion period to redemption date of mandatorily redeemable preferred stock units and dividend			10 years

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Investments (Summarized Balance Sheet) (Details) - EPIX - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Schedule of Equity Method Investments [Line Items]
Current assets	$ 380,847	$ 355,735
Non-current assets	412,167	360,441
Current liabilities	101,067	90,837
Non-current liabilities	$ 27,083	$ 23,948

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Investments (Summarized Statement Of Income) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reconciliation of net income reported by investee to equity interest income:
Total equity interest income recorded		$ 1,908	$ 7,149	$ 12,754	$ 18,537
EPIX
Schedule of Equity Method Investments [Line Items]
Revenues		98,580	105,243	196,875	216,593
Expenses:
Operating expenses		71,199	70,153	120,350	133,090
Selling, general and administrative expenses		6,654	6,345	12,815	12,135
Operating income		20,727	28,745	63,710	71,368
Interest and other expense		(227)	(892)	(210)	(1,401)
Reconciliation of net income reported by investee to equity interest income:
Net income		$ 20,500	$ 27,853	$ 63,500	$ 69,967
Ownership interest in investee		31.15%	31.15%	31.15%	31.15%
The Company's share of net income		$ 6,386	$ 8,676	$ 19,780	$ 21,795
Eliminations of the Company's share of profits on licensing sales to investee	[1]	(3,068)	(2,906)	(6,774)	(5,701)
Realization of the Company's share of profits on licensing sales to investee	[2]	1,752	2,387	3,021	5,135
Total equity interest income recorded		$ 5,070	$ 8,157	$ 16,027	$ 21,229

[1] Represents the elimination of the gross profit recognized by the Company on licensing sales to EPIX in proportion to the Company's ownership interest in EPIX.

[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.

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Investments (Available-for-sale Securities) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Available-for-sale Equity Securities, Amortized Cost Basis [Abstract]
Cost basis	$ 158,916	$ 158,916
Gross unrealized loss	(12,054)	(34,938)
Fair value	$ 146,862	$ 123,978

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Investments (Available-for-sale Narrative) (Details) - USD ($) $ in Thousands	Mar. 27, 2015	Nov. 07, 2016	Nov. 02, 2016	Sep. 30, 2016	Mar. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Fair value				$ 146,862	$ 123,978
Cost basis				$ 158,916	$ 158,916
Starz
Schedule of Available-for-sale Securities [Line Items]
Issuance of common shares related to investments, shares	4,967,695
Series A Common Stock | Starz
Schedule of Available-for-sale Securities [Line Items]
Shares received in exchange (in shares)	2,118,038
Series B Common Stock | Starz
Schedule of Available-for-sale Securities [Line Items]
Shares received in exchange (in shares)	2,590,597
Subsequent Event | Starz
Schedule of Available-for-sale Securities [Line Items]
Fair value		$ 155,200
Cost basis			$ 158,900

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Investments (Cost Method Investments) (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Feb. 28, 2015	Jul. 31, 2014	Mar. 31, 2016	Sep. 30, 2016
Telltale
Schedule of Cost-method Investments [Line Items]
Cost method investments, amount invested	$ 40.0
Payments to acquire cost method investments	$ 28.0
Cost method investments, ownership percentage				14.00%
Shares issued to purchase cost method investment (in shares)	361,229
Value of shares issued to purchase cost method investment	$ 12.0
Next Games
Schedule of Cost-method Investments [Line Items]
Payments to acquire cost method investments		$ 2.0	$ 0.2
Common Stock | Telltale
Schedule of Cost-method Investments [Line Items]
Shares received (in shares)	1,126,316
Convertible Preferred Stock | Series D Convertible Preferred Stock | Telltale
Schedule of Cost-method Investments [Line Items]
Shares received (in shares)	2,628,072

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Other Assets (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 0.5	$ 0.4	$ 0.9	$ 0.6
Estimated remaining amortization expense, year ended March 31, 2017	0.9		0.9
Estimated amortization expense, year ended March 31, 2018	1.4		1.4
Estimated amortization expense, year ended March 31, 2019	1.4		1.4
Estimated amortization expense, year ended March 31, 2020	1.4		1.4
Estimated amortization expense, year ended March 31, 2021	$ 1.4		$ 1.4

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Other Assets (Composition Of Other Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Other Assets, Unclassified [Abstract]
Prepaid expenses and other	$ 60,783	$ 57,725
Finite-lived intangible assets	10,424	11,350
Total other assets	$ 71,207	$ 69,075

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Other Assets (Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 24,300	$ 24,300
Accumulated Amortization	13,876	12,950
Net Carrying Amount	10,424	11,350
Noncompete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,500	9,500
Accumulated Amortization	1,052	449
Net Carrying Amount	8,448	9,051
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,600	8,600
Accumulated Amortization	6,699	6,451
Net Carrying Amount	1,901	2,149
Sales agency relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,200	6,200
Accumulated Amortization	6,125	6,050
Net Carrying Amount	$ 75	$ 150

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Corporate Debt (Narrative - Senior Revolving Credit Facility) (Details) - USD ($) $ in Millions	6 Months Ended
	Sep. 30, 2016	Mar. 31, 2016
Senior Revolving Credit Facility
Line of Credit Facility [Abstract]
Senior revolving credit facility, available amount	$ 499.0	$ 639.0
Senior revolving credit facility, maximum borrowing capacity	$ 800.0
Senior revolving credit facility, effective interest rate	3.03%	2.94%
Change in control, trigger percentage	50.00%
Letter of Credit
Line of Credit Facility [Abstract]
Letters of credit outstanding, amount	$ 0.0	$ 0.0
Minimum | Senior Revolving Credit Facility
Line of Credit Facility [Abstract]
Senior revolving credit facility, commitment fee annual percentage	0.375%
Maximum | Senior Revolving Credit Facility
Line of Credit Facility [Abstract]
Senior revolving credit facility, commitment fee annual percentage	0.50%
Base Rate | Senior Revolving Credit Facility
Line of Credit Facility [Abstract]
Basis spread on variable interest rate	1.50%
LIBOR | Senior Revolving Credit Facility
Line of Credit Facility [Abstract]
Basis spread on variable interest rate	2.50%

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Corporate Debt (Narrative - 5.25% Senior Notes and Term Loan Due 2022) (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2016	Mar. 31, 2016	May 31, 2015	Mar. 17, 2015	Jul. 19, 2013
Debt Instrument [Line Items]
Principal amount of debt outstanding	$ 1,027,850
5.25% Senior Notes | Senior Secured Second-Priority Notes
Debt Instrument [Line Items]
Coupon rate	5.25%	5.25%
Principal amount of notes					$ 225,000
Principal amount of debt outstanding	$ 225,000
Debt instrument redemption price percentage	100.00%
Debt instrument redemption premium percentage, as a percentage of principal amount prepaid or redeemed	1.00%
Term Loan Due 2022 | Term Loan
Debt Instrument [Line Items]
Coupon rate	5.00%
Principal amount of debt outstanding	$ 400,000		$ 25,000	$ 375,000
On or Before March 17, 2017 | Term Loan Due 2022 | Term Loan
Debt Instrument [Line Items]
Debt instrument redemption premium percentage, as a percentage of principal amount prepaid or redeemed	2.00%
After March 17, 2017 and On or Before March 17, 2018 | Term Loan Due 2022 | Term Loan
Debt Instrument [Line Items]
Debt instrument redemption premium percentage, as a percentage of principal amount prepaid or redeemed	1.00%
On or After March 17, 2018 | Term Loan Due 2022 | Term Loan
Debt Instrument [Line Items]
Debt instrument redemption premium percentage, as a percentage of principal amount prepaid or redeemed	0.00%

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Corporate Debt (Narrative - Convertible Senior Subordinated Notes) (Details) - Convertible Senior Subordinated Notes - USD ($) $ in Millions	Sep. 30, 2016	Apr. 30, 2013	Jan. 31, 2012
January 2012 Notes
Debt Instrument [Line Items]
Coupon rate	4.00%
Principal amount of notes			$ 45.0
Equity component			$ 10.1
Effective interest rate of liability component	9.56%
April 2013 Notes
Debt Instrument [Line Items]
Coupon rate	1.25%
Principal amount of notes		$ 60.0

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Corporate Debt (Carrying Values of Corporate Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Debt Instrument [Line Items]
Senior revolving credit facility, net of debt issuance costs	$ 297,803	$ 156,136
Corporate debt, net of debt issuance costs and unamortized discount, if applicable	1,009,829	865,123
Unamortized discount & debt issuance costs	18,021
Senior Revolving Credit Facility
Debt Instrument [Line Items]
Senior revolving credit facility, net of debt issuance costs	297,803	156,136
Debt issuance costs on senior revolving credit facility	3,197	4,864
Convertible Senior Subordinated Notes
Debt Instrument [Line Items]
Senior revolving credit facility, net of debt issuance costs	297,803	156,136
Corporate debt, net of debt issuance costs and unamortized discount, if applicable	101,140	99,984
Unamortized discount & debt issuance costs	710	1,866
5.25% Senior Notes | Senior Secured Second-Priority Notes
Debt Instrument [Line Items]
Corporate debt, net of debt issuance costs and unamortized discount, if applicable	221,689	220,796
Debt issuance costs	$ 3,311	$ 4,204
Coupon rate	5.25%	5.25%
Term Loan Due 2022 | Term Loan
Debt Instrument [Line Items]
Corporate debt, net of debt issuance costs and unamortized discount, if applicable	$ 389,197	$ 388,207
Debt issuance costs	$ 10,803	$ 11,793
Coupon rate	5.00%

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Corporate Debt (Future Annual Contractual Principal Payment Commitments) (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2016	Mar. 31, 2016	May 31, 2015	Mar. 17, 2015
Long-term Debt, Fiscal Year Maturity [Abstract]
Year Ended March 31, 2017	$ 41,850
Year Ended March 31, 2018	301,000
Year Ended March 31, 2019	285,000
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	400,000
Total	1,027,850
Less aggregate unamortized discount & debt issuance costs	(18,021)
Carrying value of debt outstanding	1,009,829	$ 865,123
Senior Revolving Credit Facility
Long-term Debt, Fiscal Year Maturity [Abstract]
Year Ended March 31, 2017	0
Year Ended March 31, 2018	301,000
Year Ended March 31, 2019	0
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	301,000
Convertible Senior Subordinated Notes
Long-term Debt, Fiscal Year Maturity [Abstract]
Total	101,850	101,850
Less aggregate unamortized discount & debt issuance costs	(710)	(1,866)
Carrying value of debt outstanding	101,140	99,984
5.25% Senior Notes | Senior Secured Second-Priority Notes
Long-term Debt, Fiscal Year Maturity [Abstract]
Year Ended March 31, 2017	0
Year Ended March 31, 2018	0
Year Ended March 31, 2019	225,000
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	225,000
Carrying value of debt outstanding	$ 221,689	$ 220,796
Coupon rate	5.25%	5.25%
Term Loan Due 2022 | Term Loan
Long-term Debt, Fiscal Year Maturity [Abstract]
Year Ended March 31, 2017	$ 0
Year Ended March 31, 2018	0
Year Ended March 31, 2019	0
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	400,000
Total	400,000		$ 25,000	$ 375,000
Carrying value of debt outstanding	$ 389,197	$ 388,207
Coupon rate	5.00%
January 2012 Notes | Convertible Senior Subordinated Notes
Long-term Debt, Fiscal Year Maturity [Abstract]
Year Ended March 31, 2017	$ 41,850
Year Ended March 31, 2018	0
Year Ended March 31, 2019	0
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	41,850	41,850
Less aggregate unamortized discount & debt issuance costs	(691)	(1,840)
Carrying value of debt outstanding	$ 41,159	40,010
Conversion price per share (in usd per share)	$ 10.21
Coupon rate	4.00%
April 2013 Notes | Convertible Senior Subordinated Notes
Long-term Debt, Fiscal Year Maturity [Abstract]
Year Ended March 31, 2017	$ 0
Year Ended March 31, 2018	0
Year Ended March 31, 2019	60,000
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	60,000	60,000
Less aggregate unamortized discount & debt issuance costs	(19)	(26)
Carrying value of debt outstanding	$ 59,981	$ 59,974
Conversion price per share (in usd per share)	$ 29.19
Coupon rate	1.25%

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Corporate Debt (Convertible Senior Subordinated Notes Outstanding and Certain Key Terms) (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Debt Instrument [Line Items]
Principal amount of debt outstanding	$ 1,027,850
Unamortized discount & debt issuance costs	(18,021)
Net carrying amount	1,009,829	$ 865,123
Convertible Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount of debt outstanding	101,850	101,850
Unamortized discount & debt issuance costs	(710)	(1,866)
Net carrying amount	101,140	99,984
January 2012 Notes | Convertible Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount of debt outstanding	41,850	41,850
Unamortized discount & debt issuance costs	(691)	(1,840)
Net carrying amount	$ 41,159	40,010
Coupon rate	4.00%
Conversion price per share (in usd per share)	$ 10.21
April 2013 Notes | Convertible Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount of debt outstanding	$ 60,000	60,000
Unamortized discount & debt issuance costs	(19)	(26)
Net carrying amount	$ 59,981	$ 59,974
Coupon rate	1.25%
Conversion price per share (in usd per share)	$ 29.19

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Corporate Debt (Conversions of Convertible Senior Subordinated Notes) (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Sep. 30, 2015 USD ($) $ / shares shares
Debt Instrument [Line Items]
Principal amount converted	$ 16,162
Convertible Senior Subordinated Notes | April 2009 Notes
Debt Instrument [Line Items]
Principal amount converted	$ 16,162
Common shares issued upon conversion (in shares) | shares	1,983,058
Weighted average conversion price per share (in usd per share) | $ / shares	$ 8.15
Coupon rate	3.625%

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Corporate Debt (Interest Expense) (Details) - Convertible Senior Subordinated Notes - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Debt Instrument [Line Items]
Contractual interest coupon	$ 605	$ 606	$ 1,212	$ 1,155
Amortization of discount on liability component and debt issuance costs	580	529	1,148	1,046
Interest expense, total	$ 1,185	$ 1,135	$ 2,360	$ 2,201

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Participations and Residuals (Narrative) (Details) - USD ($) $ in Millions	6 Months Ended
	Sep. 30, 2016	Mar. 31, 2016
Participations And Residuals [abstract]
Percentage of accrued participations and residuals payable within one year	65.00%
Contribution of TIK Films, in general, subject to certain limitations	25.00%
Theatrical slate participation arrangement, length of term ending January 23, 2018	3 years
Theatrical slate participation arrangement, amount payable to TIK Films	$ 126.5	$ 61.3

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Film Obligations and Production Loans (Narrative) (Details) - Production Loans	Sep. 30, 2016
Minimum
Interest rates on production loans	3.53%
Maximum
Interest rates on production loans	3.79%

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Film Obligations and Production Loans (Film Obligations And Production Loans) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Film obligations	$ 44,576	$ 24,989
Production loans, net of debt issuance costs	468,102	690,029
Total film obligations and production loans	512,678	715,018
Production Loans
Debt issuance costs	$ 838	$ 342

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Film Obligations and Production Loans (Future Annual Repayment of Film Obligations And Production Loans) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Future Annual Repayment Of Film Obligations And Production Loans
Six Months Ended March 31, 2017	$ 328,346
Year Ended March 31, 2018	184,239
Year Ended March 31, 2019	1,000
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	513,585
Less imputed interest on film obligations and debt issuance costs on production loans	(907)
Total film obligations and production loans	512,678	$ 715,018
Film Obligations
Future Annual Repayment Of Film Obligations And Production Loans
Six Months Ended March 31, 2017	42,560
Year Ended March 31, 2018	1,085
Year Ended March 31, 2019	1,000
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	44,645
Production Loans
Future Annual Repayment Of Film Obligations And Production Loans
Six Months Ended March 31, 2017	285,786
Year Ended March 31, 2018	183,154
Year Ended March 31, 2019	0
Year Ended March 31, 2020	0
Year Ended March 31, 2021	0
Thereafter	0
Total	$ 468,940

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Fair Value Measurements (Assets and Liabilities Required to be Carried at Fair Value on a Recurring Basis) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Assets:
Forward exchange contracts	$ 7,085	$ 9,417
Liabilities:
Forward exchange contracts	(158)	(748)
Total	153,789	132,647
Level 1
Assets:
Forward exchange contracts	0	0
Liabilities:
Forward exchange contracts	0	0
Total	66,062	55,768
Level 2
Assets:
Forward exchange contracts	7,085	9,417
Liabilities:
Forward exchange contracts	(158)	(748)
Total	87,727	76,879
Starz | Series A Common Stock
Assets:
Available-for-sale securities	66,062	55,768
Starz | Series A Common Stock | Level 1
Assets:
Available-for-sale securities	66,062	55,768
Starz | Series A Common Stock | Level 2
Assets:
Available-for-sale securities	0	0
Starz | Series B Common Stock
Assets:
Available-for-sale securities	80,800	68,210
Starz | Series B Common Stock | Level 1
Assets:
Available-for-sale securities	0	0
Starz | Series B Common Stock | Level 2
Assets:
Available-for-sale securities	$ 80,800	$ 68,210

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Fair Value Measurements (Carrying Values And Fair Values Of Assets and Liabilities Not Required to be Carried at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016
Convertible Senior Subordinated Notes | January 2012 Notes
Fair Value, Carrying Values and Fair Values of Assets and Liabilities Not Required to be Carried at Fair Value on a Recurring Basis [Line Items]
Coupon rate	4.00%
Convertible Senior Subordinated Notes | April 2013 Notes
Fair Value, Carrying Values and Fair Values of Assets and Liabilities Not Required to be Carried at Fair Value on a Recurring Basis [Line Items]
Coupon rate	1.25%
Senior Secured Second-Priority Notes | 5.25% Senior Notes
Fair Value, Carrying Values and Fair Values of Assets and Liabilities Not Required to be Carried at Fair Value on a Recurring Basis [Line Items]
Coupon rate	5.25%	5.25%
Term Loan | Term Loan
Fair Value, Carrying Values and Fair Values of Assets and Liabilities Not Required to be Carried at Fair Value on a Recurring Basis [Line Items]
Coupon rate	5.00%
Carrying Value
Assets:
Investments in Pop's Mandatorily Redeemable Preferred Stock Units	$ 99,012	$ 98,719
Liabilities:
Total liabilities, fair value disclosure	1,180,128	1,399,016
Carrying Value | Convertible Senior Subordinated Notes | January 2012 Notes
Liabilities:
Convertible notes, fair value disclosures	41,159	40,010
Carrying Value | Convertible Senior Subordinated Notes | April 2013 Notes
Liabilities:
Convertible notes, fair value disclosures	59,981	59,974
Carrying Value | Production Loans | Production Loans
Liabilities:
Loans, fair value disclosure	468,102	690,029
Carrying Value | Senior Secured Second-Priority Notes | 5.25% Senior Notes
Liabilities:
Senior Notes, fair value disclosure	221,689	220,796
Carrying Value | Term Loan | Term Loan
Liabilities:
Loans, fair value disclosure	389,197	388,207
Fair Value | Fair Value (Level 3)
Assets:
Investments in Pop's Mandatorily Redeemable Preferred Stock Units	114,500	114,500
Fair Value | Fair Value (Level 2)
Liabilities:
Total liabilities, fair value disclosure	1,211,588	1,416,036
Fair Value | Fair Value (Level 2) | Convertible Senior Subordinated Notes | January 2012 Notes
Liabilities:
Convertible notes, fair value disclosures	42,135	41,477
Fair Value | Fair Value (Level 2) | Convertible Senior Subordinated Notes | April 2013 Notes
Liabilities:
Convertible notes, fair value disclosures	56,950	54,188
Fair Value | Fair Value (Level 2) | Production Loans | Production Loans
Liabilities:
Loans, fair value disclosure	468,940	690,371
Fair Value | Fair Value (Level 2) | Senior Secured Second-Priority Notes | 5.25% Senior Notes
Liabilities:
Senior Notes, fair value disclosure	239,063	229,500
Fair Value | Fair Value (Level 2) | Term Loan | Term Loan
Liabilities:
Loans, fair value disclosure	$ 404,500	$ 400,500

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Mergers and Acquisitions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	Jun. 30, 2016	Nov. 12, 2015	Sep. 30, 2016	Mar. 31, 2016
Business Acquisition [Line Items]
Goodwill			$ 534,780	$ 534,780
Starz
Business Acquisition [Line Items]
Aggregate purchase price	$ 4,400,000
Committed financing, maximum borrowing capacity	4,570,000
Starz | Lions Gate | Lionsgate stockholders failing to approve
Business Acquisition [Line Items]
Termination fee related to merger agreement	150,000
Starz | Lions Gate | Lionsgate board changing recommendation
Business Acquisition [Line Items]
Termination fee related to merger agreement	175,000
Starz | Lions Gate | Lionsgate failing to finance
Business Acquisition [Line Items]
Termination fee related to merger agreement	250,000
Starz | Lions Gate | Alternative proposal
Business Acquisition [Line Items]
Termination fee related to merger agreement	$ 175,000
Months from termination	18 months
Starz | Starz
Business Acquisition [Line Items]
Termination fee related to merger agreement	$ 150,000
Months from termination	18 months
Starz | Term Loan | Term Loan B Facility
Business Acquisition [Line Items]
Committed financing, maximum borrowing capacity	$ 1,900,000
Starz | Term Loan | Term Loan A Facility
Business Acquisition [Line Items]
Committed financing, maximum borrowing capacity	1,000,000
Starz | Credit facility | Revolving Credit Facility
Business Acquisition [Line Items]
Committed financing, maximum borrowing capacity	1,000,000
Starz | Credit facility | Unsecured Bridge Facility
Business Acquisition [Line Items]
Committed financing, maximum borrowing capacity	520,000
Starz | Credit facility | Unsecured Funded Bridge Facility
Business Acquisition [Line Items]
Committed financing, maximum borrowing capacity	$ 150,000
Starz | Starz Series A Common Stock
Business Acquisition [Line Items]
Cash to be paid per outstanding share (in usd per share)	$ 18.00
Starz | Starz Series B Common Stock
Business Acquisition [Line Items]
Cash to be paid per outstanding share (in usd per share)	$ 7.26
Starz | Lionsgate Class A voting shares | Common Stock
Business Acquisition [Line Items]
Conversion of stock, shares converted	0.5
Starz | Lionsgate Class A voting shares | Starz Series B Common Stock
Business Acquisition [Line Items]
Conversion of stock, shares converted	0.6321
Starz | Lionsgate Class B non-voting shares | Common Stock
Business Acquisition [Line Items]
Conversion of stock, shares converted	0.5
Starz | Lionsgate Class B non-voting shares | Starz Series A Common Stock
Business Acquisition [Line Items]
Conversion of stock, shares converted	0.6784
Starz | Lionsgate Class B non-voting shares | Starz Series B Common Stock
Business Acquisition [Line Items]
Conversion of stock, shares converted	0.6321
Starz Acquisition - Stock Exchange Agreement | Starz Series B Common Stock
Business Acquisition [Line Items]
Starz Series B Common Stock, percentage of voting power	69.90%
Starz Acquisition - Stock Exchange Agreement | Starz Exchange Shares
Business Acquisition [Line Items]
Termination consideration option 1, cash per share	$ 7.26
Termination consideration option 2, cash per share	$ 36.30
Starz Acquisition - Stock Exchange Agreement | Common Stock | Starz Exchange Shares
Business Acquisition [Line Items]
Termination consideration option 1, shares issued per outstanding share	1.2642
Pilgrim Media Group
Business Acquisition [Line Items]
Aggregate purchase price		$ 201,700
Percentage of interest acquired		62.50%
Purchase price, cash portion		$ 144,700
Purchase price, common shares issued (in shares)		1,517,451
Purchase price, common shares issued, value assigned		$ 57,000
Goodwill		211,452
Goodwill, tax basis, amortizable life			15 years
Pilgrim Media Group | Transactional Costs
Business Acquisition [Line Items]
Certain transactional costs of Pilgrim Media Group attributable to noncontrolling interest holder		7,700
Pilgrim Media Group | Acquisition-related Costs
Business Acquisition [Line Items]
Acquisition-related costs expensed in general and administrative expenses		$ 3,400

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Mergers and Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016	Nov. 12, 2015
Finite-lived intangible assets:
Goodwill	$ 534,780	$ 534,780
Pilgrim Media Group
Business Acquisition [Line Items]
Cash and cash equivalents			$ 15,816
Accounts receivable, net			15,248
Investment in films and television programs, net			63,387
Other assets acquired			7,019
Finite-lived intangible assets:
Other liabilities assumed			(32,638)
Fair value of net assets acquired			80,332
Goodwill			211,452
Redeemable noncontrolling interest (Note 10)			(90,128)
Total purchase consideration			201,656
Noncompete agreements | Pilgrim Media Group
Finite-lived intangible assets:
Finite-lived intangible assets			9,500
Trade name | Pilgrim Media Group
Finite-lived intangible assets:
Finite-lived intangible assets			$ 2,000

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Mergers and Acquisitions (Pro Forma Statement of Operations Information) (Details) - Pilgrim Media Group $ / shares in Units, $ in Thousands	6 Months Ended
	Sep. 30, 2015 USD ($) $ / shares
Business Acquisition [Line Items]
Revenues | $	$ 964,348
Net loss attributable to Lions Gate Entertainment Corp. shareholders | $	$ (2,438)
Basic Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders | $ / shares	$ (0.02)
Diluted Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders | $ / shares	$ (0.02)

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Redeemable Noncontrolling Interest (Narrative) (Details) - Pilgrim Media Group - USD ($) $ in Millions		6 Months Ended
	Nov. 12, 2015	Sep. 30, 2016
Redeemable Noncontrolling Interest [Line Items]
Initial fair value of redeemable noncontrolling interest of Pilgrim Media Group	$ 90.1
Redeemable noncontrolling interest, ownership percentage held by noncontrolling owner	37.50%
Portion of noncontrolling interest redeemable after first term, five years after November 12, 2015		17.50%
First Put/ Call Option, Term		5 years
Second Put/ Call Option, Term		7 years

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Redeemable Noncontrolling Interest (Changes In Redeemable Noncontrolling Interest) (Details) $ in Thousands	6 Months Ended
	Sep. 30, 2016 USD ($)
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	$ 90,525
Net loss of Pilgrim Studios attributable to noncontrolling interest	(260)
Noncontrolling interest discount accretion	2,500
Adjustments to redemption value	3,569
Cash distributions	(3,309)
Ending balance	$ 93,025

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Net Loss Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator:
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$ (17,458)	$ (42,069)	$ (16,204)	$ (1,385)
Denominator:
Weighted average common shares outstanding (in shares)	147,804	148,345	147,511	147,984
Basic and diluted net loss per common share (in usd per share)	$ (0.12)	$ (0.28)	$ (0.11)	$ (0.01)

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Capital Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended		12 Months Ended
	Oct. 03, 2016	Nov. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016	Nov. 01, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized common shares (in shares)			500,000,000		500,000,000
Common shares agreed to be purchased (in shares)		5,000,000
Common shares, no par value		$ 0
Certain costs related to registration and offering of the Company's common shares offered by MHR Affiliates					$ 800
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost			$ 34,500
Total unrecognized compensation cost, weighted average period for recognition			1 year 15 days
Restricted Share Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost			$ 24,500
Total unrecognized compensation cost, weighted average period for recognition			1 year 7 months 1 day
Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excess tax benefits on equity-based compensation awards			$ 0	$ 0
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of common stock outstanding held by MHR Fund Management						20.40%
Subsequent Event | Performance Incentive Plan of 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in authorized common shares (in shares)	4,000,000
Number of common shares available for grant under the share-based compensation arrangement plan (in shares)	31,600,000

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Capital Stock (Common Shares Reserved for Future Issuance) (Details) - $ / shares shares in Thousands	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	22,480	25,197
Stock Options
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	14,040	15,332
Stock options outstanding, average exercise price (in usd per share)	$ 26.88	$ 24.55
Restricted Share Units (RSUs) - Unvested
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	1,318	1,647
Share Purchase Options and Restricted Share Units
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	968	2,093
Convertible Senior Subordinated Notes | January 2012 Notes
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	4,099	4,079
Conversion price per share (in usd per share)	$ 10.21	$ 10.26
Convertible Senior Subordinated Notes | April 2013 Notes
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	2,055	2,046
Conversion price per share (in usd per share)	$ 29.19	$ 29.32
April 2009 Notes | Convertible Senior Subordinated Notes
Common Shares Reserved For Future Issuance [Line Items]
Coupon rate			3.625%
January 2012 Notes | Convertible Senior Subordinated Notes
Common Shares Reserved For Future Issuance [Line Items]
Conversion price per share (in usd per share)	$ 10.21
Coupon rate	4.00%
April 2013 Notes | Convertible Senior Subordinated Notes
Common Shares Reserved For Future Issuance [Line Items]
Conversion price per share (in usd per share)	$ 29.19
Coupon rate	1.25%

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Capital Stock (Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		$ 21,637	$ 17,392	$ 43,817	$ 34,271
Impact of accelerated vesting on stock options and restricted share units	[1]	2,383	0	2,383	0
Total share-based compensation expense		24,020	17,392	46,200	34,271
Tax impact	[2]	(8,355)	(6,378)	(16,040)	(12,567)
Reduction in net income		15,665	11,014	30,160	21,704
Stock Options
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		8,481	10,289	16,206	19,523
Restricted Share Units and Other Share-based Compensation
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		13,156	7,103	27,611	14,460
Share Appreciation Rights (SARs)
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		$ 0	$ 0	$ 0	$ 288

[1] Represents the impact of the acceleration of certain vesting schedules for stock options and restricted share units pursuant to certain severance arrangements.

[2] Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.

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Capital Stock (Stock Option and Restricted Share Unit Activity) (Details)	6 Months Ended
	Sep. 30, 2016 $ / shares shares
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at March 31, 2016 (in shares) | shares	16,093,896
Granted (in shares) | shares	1,197,067
Options exercised (in shares) | shares	(2,132,038)
Forfeited or expired (in shares) | shares	(356,589)
Outstanding at September 30, 2016 (in shares) | shares	14,802,336
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding, weighted average exercise price (in usd per share) | $ / shares	$ 23.83
Granted, weighted average exercise price (in usd per share) | $ / shares	27.66
Options exercised, weighted average exercise price (in usd per share) | $ / shares	9.76
Forfeited or expired, weighted average exercise price (in usd per share) | $ / shares	31.36
Outstanding, weighted average exercise price (in usd per share) | $ / shares	$ 25.99
Restricted Share Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at March 31, 2016 (in shares) | shares	1,647,432
Granted (in shares) | shares	1,390,073
RSUs vested (in shares) | shares	(1,626,789)
Forfeited or expired (in shares) | shares	(92,582)
Outstanding at September 30, 2016 (in shares) | shares	1,318,134
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding, weighted average grant-date fair value (in usd per share) | $ / shares	$ 31.74
Granted, weighted average grant date fair value (in usd per share) | $ / shares	20.93
RSUs vested, weighted average grant-date fair value (in usd per share) | $ / shares	24.64
Forfeited or expired, weighted average grant-date fair value (in usd per share) | $ / shares	32.44
Outstanding, weighted average grant-date fair value (in usd per share) | $ / shares	$ 29.05

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Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ (53,604)	$ (2,145)	$ (79,906)	$ 699

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Government Assistance (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Government Assistance [Abstract]
Tax credits earned for film and television production activity	$ 30.1	$ 85.9	$ 54.2	$ 103.6
Tax credits receivable for film and television production	$ 290.7		$ 290.7		$ 257.1

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Segment Information (Segment Information By Business Unit) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of reportable business segments | segment			2
Segment revenues	$ 639,534	$ 476,759	$ 1,193,109	$ 885,700
Gross segment contribution	48,025	27,930	122,202	130,703
Segment general and administration	29,311	23,287	57,130	45,870
Segment profit (loss)	18,714	4,643	65,072	84,833
Backstopped prints and advertising expense		2,900		6,800
Motion Pictures
Segment Reporting Information [Line Items]
Segment revenues	464,398	353,929	826,875	629,317
Gross segment contribution	27,700	18,376	84,133	98,000
Segment general and administration	21,078	18,766	42,096	36,967
Segment profit (loss)	6,622	(390)	42,037	61,033
Television Production
Segment Reporting Information [Line Items]
Segment revenues	175,136	122,830	366,234	256,383
Gross segment contribution	20,325	9,554	38,069	32,703
Segment general and administration	8,233	4,521	15,034	8,903
Segment profit (loss)	$ 12,092	$ 5,033	$ 23,035	$ 23,800

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Segment Information (Reconciliation Of Total Segment Profit To The Company's Income (Loss) Before Income Taxes) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Company’s total segment profit		$ 18,714	$ 4,643	$ 65,072	$ 84,833
Share-based compensation expense		(21,637)	(17,392)	(43,817)	(34,271)
Backstopped prints and advertising expense			2,900		6,800
Depreciation and amortization		(4,347)	(2,520)	(9,963)	(4,350)
Operating income (loss)		(58,165)	(39,288)	(80,188)	4,877
Interest expense		(15,882)	(12,630)	(31,116)	(25,255)
Interest and other income		1,231	555	2,180	1,155
Equity interests income		1,908	7,149	12,754	18,537
Loss before income taxes		(70,908)	(44,214)	(96,370)	(686)
Impact of accelerated vesting on stock options and restricted share units	[1]	2,383	0	2,383	0
Pension withdrawal costs from multi-employer pension plan			2,700		2,700
General and administrative expense, direct to consumer initiatives		3,200	400	5,900	400
Operating segments
Segment Reporting Information [Line Items]
Company’s total segment profit		18,714	4,643	65,072	84,833
Corporate and reconciling items
Segment Reporting Information [Line Items]
Share-based compensation expense		(21,637)	(17,392)	(43,817)	(34,271)
Restructuring and other items	[2]	(10,257)	(4,207)	(17,688)	(4,207)
Non-cash imputed interest charge	[3]	(340)	0	(961)	0
Purchase accounting and related adjustments	[4]	(4,599)	0	(10,153)	0
Start-up losses of new business initiatives	[5]	(8,748)	(416)	(18,318)	(416)
Backstopped prints and advertising expense	[6]	(8,114)	2,879	(8,258)	6,813
Corporate and shared services
Segment Reporting Information [Line Items]
General and administrative expenses for corporate and shared services		(18,837)	$ (22,275)	(36,102)	$ (43,525)
Pilgrim Media Group
Segment Reporting Information [Line Items]
Direct operating expense, incremental expense from purchase accounting adjustment		3,300		7,700
Accretion of noncontrolling interest discount		$ 1,300		$ 2,500

[1] Represents the impact of the acceleration of certain vesting schedules for stock options and restricted share units pursuant to certain severance arrangements.

[2] Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable, included in general and administrative expense. Amounts in the three and six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction (see Note 9) and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards (see Note 12). Amounts in the three and six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

[3] Non-cash imputed interest charge represents a charge associated with the interest cost of long-term accounts receivable for Television Production licensed product that become due beyond one-year.

[4] Purchase accounting and related adjustments in the three and six months ended September 30, 2016 represent the incremental amortization expense associated with the non-cash fair value adjustments on television assets of $3.3 million and $7.7 million, respectively, included in direct operating expense resulting from the application of purchase accounting and the charge of $1.3 million and $2.5 million, respectively, included in general and administrative expense related to the accretion of the noncontrolling interest discount (see Note 10).

[5] Start-up losses of new business initiatives represent losses associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms. In the three and six months ended September 30, 2016, $3.2 million and $5.9 million, respectively, of the start-up losses are included in the Company's consolidated general and administrative expense (2015 - $0.4 million and $0.4 million, respectively).

[6] Backstopped P&A represents the amount of theatrical marketing expense for third party titles that the Company funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A cost over the revenue streams similar to a participation expense (i.e., the P&A under these arrangements are being expensed similar to a participation cost for purposes of measuring segment profit).

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Segment Information (Segment Revenues By Media) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue from External Customer [Line Items]
Revenues	$ 639,534	$ 476,759	$ 1,193,109	$ 885,700
Motion Pictures
Revenue from External Customer [Line Items]
Revenues	464,398	353,929	826,875	629,317
Motion Pictures | Theatrical
Revenue from External Customer [Line Items]
Revenues	62,020	26,285	109,210	49,397
Motion Pictures | Home Entertainment
Revenue from External Customer [Line Items]
Revenues	157,498	147,006	300,998	262,432
Motion Pictures | Television
Revenue from External Customer [Line Items]
Revenues	69,326	59,883	122,663	108,325
Motion Pictures | International
Revenue from External Customer [Line Items]
Revenues	168,250	107,803	282,025	192,606
Motion Pictures | Other
Revenue from External Customer [Line Items]
Revenues	7,304	12,952	11,979	16,557
Television Production
Revenue from External Customer [Line Items]
Revenues	175,136	122,830	366,234	256,383
Television Production | Home Entertainment
Revenue from External Customer [Line Items]
Revenues	3,246	6,462	10,025	20,541
Television Production | International
Revenue from External Customer [Line Items]
Revenues	15,916	26,439	43,651	85,839
Television Production | Other
Revenue from External Customer [Line Items]
Revenues	1,550	2,001	5,131	3,084
Television Production | Domestic Television
Revenue from External Customer [Line Items]
Revenues	$ 154,424	$ 87,928	$ 307,427	$ 146,919

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Segment Information (Significant Assets Broken Down By Segment And Other Unallocated Assets) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Significant assets by segment
Accounts receivable	$ 953,251		$ 953,251		$ 1,049,289
Investment in films and television programs, net	1,328,798		1,328,798		1,478,296
Goodwill	534,780		534,780		534,780
Total allocated assets by segment	2,816,829		2,816,829		3,062,365
Other unallocated assets (primarily cash, other assets, and investments)	948,129		948,129		771,874
Total assets	3,764,958		3,764,958		3,834,239
Purchases of property and equipment	3,400	$ 3,600	6,301	$ 6,880
Reportable Segments | Motion Pictures
Significant assets by segment
Accounts receivable	477,722		477,722		557,532
Investment in films and television programs, net	954,555		954,555		1,092,365
Goodwill	294,367		294,367		294,367
Total allocated assets by segment	1,726,644		1,726,644		1,944,264
Reportable Segments | Television Production
Significant assets by segment
Accounts receivable	475,529		475,529		491,757
Investment in films and television programs, net	374,243		374,243		385,931
Goodwill	240,413		240,413		240,413
Total allocated assets by segment	$ 1,090,185		$ 1,090,185		$ 1,118,101

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Segment Information (Acquisition of Investment in Films and Television Programs by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Acquisition of investment in films and television programs	$ 196,659	$ 219,609	$ 446,670	$ 535,470
Motion Pictures
Segment Reporting Information [Line Items]
Acquisition of investment in films and television programs			257,501	364,422
Television Production
Segment Reporting Information [Line Items]
Acquisition of investment in films and television programs			$ 189,169	$ 171,048
Reportable Segments | Motion Pictures
Segment Reporting Information [Line Items]
Acquisition of investment in films and television programs	98,131	129,185
Reportable Segments | Television Production
Segment Reporting Information [Line Items]
Acquisition of investment in films and television programs	$ 98,528	$ 90,424

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Contingencies (Narrative) (Details)	1 Months Ended
	Aug. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Contingencies, putative class action complaints filed, number	7

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Consolidating Financial Information - Convertible Senior Subordinated Notes (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Mar. 31, 2016
January 2012 Notes | Convertible Senior Subordinated Notes
Consolidating Financial Information [Line Items]
Coupon rate		4.00%
April 2013 Notes | Convertible Senior Subordinated Notes
Consolidating Financial Information [Line Items]
Coupon rate		1.25%
5.25% Senior Notes | Senior Secured Second-Priority Notes
Consolidating Financial Information [Line Items]
Coupon rate		5.25%	5.25%
Lions Gate Entertainment Corp. | Convertible Senior Subordinated Notes
Consolidating Financial Information [Line Items]
Deferred financing costs	$ 964
Lions Gate Entertainment Inc.
Consolidating Financial Information [Line Items]
Percentage ownership of LGEI, the issuer, by parent company guarantor		100.00%

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Consolidating Financial Information - Convertible Senior Subordinated Notes (Balance Sheet) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Mar. 31, 2015
Assets
Cash and cash equivalents	$ 105,953	$ 57,742	$ 170,417	$ 102,697
Restricted cash	2,900	2,906
Accounts receivable, net	953,251	1,049,289
Investment in films and television programs, net	1,328,798	1,478,296
Property and equipment, net	42,655	43,384
Investments	502,287	464,346
Goodwill	534,780	534,780
Other assets	71,207	69,075
Deferred tax assets	223,127	134,421
Total assets	3,764,958	3,834,239
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	297,803	156,136
5.25% Senior Notes	221,689	220,796
Term Loan	389,197	388,207
Accounts payable and accrued liabilities	348,690	377,698
Participations and residuals	651,594	607,358
Film obligations and production loans	512,678	715,018
Convertible senior subordinated notes	101,140	99,984
Deferred revenue	292,038	328,244
Redeemable noncontrolling interest	93,025	90,525
Total shareholders' equity (deficiency)	857,104	850,273
Total liabilities and shareholders' equity	3,764,958	3,834,239
Convertible Senior Subordinated Notes
Assets
Cash and cash equivalents	105,953	57,742	170,417	102,697
Restricted cash	2,900	2,906
Accounts receivable, net	953,251	1,049,289
Investment in films and television programs, net	1,328,798	1,478,296
Property and equipment, net	42,655	43,384
Investments	502,287	464,346
Goodwill	534,780	534,780
Other assets	71,207	69,075
Deferred tax assets	223,127	134,421
Subsidiary investments and advances	0	0
Total assets	3,764,958	3,834,239
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	297,803	156,136
5.25% Senior Notes	221,689	220,796
Term Loan	389,197	388,207
Accounts payable and accrued liabilities	348,690	377,698
Participations and residuals	651,594	607,358
Film obligations and production loans	512,678	715,018
Convertible senior subordinated notes	101,140	99,984
Deferred revenue	292,038	328,244
Intercompany payable	0	0
Redeemable noncontrolling interest	93,025	90,525
Total shareholders' equity (deficiency)	857,104	850,273
Total liabilities and shareholders' equity	3,764,958	3,834,239
Convertible Senior Subordinated Notes | Consolidating Adjustments
Assets
Cash and cash equivalents	0	0	0	0
Restricted cash	0	0
Accounts receivable, net	0	0
Investment in films and television programs, net	0	0
Property and equipment, net	0	0
Investments	0	0
Goodwill	0	0
Other assets	(5,121)	(5,397)
Deferred tax assets	0	0
Subsidiary investments and advances	(6,479,549)	(6,197,509)
Total assets	(6,484,670)	(6,202,906)
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	0	0
5.25% Senior Notes	0	0
Term Loan	0	0
Accounts payable and accrued liabilities	0	0
Participations and residuals	0	0
Film obligations and production loans	0	0
Convertible senior subordinated notes	0	0
Deferred revenue	0	0
Intercompany payable	(4,655,532)	(4,322,691)
Redeemable noncontrolling interest	0	0
Total shareholders' equity (deficiency)	(1,829,138)	(1,880,215)
Total liabilities and shareholders' equity	(6,484,670)	(6,202,906)
Convertible Senior Subordinated Notes | Lions Gate Entertainment Corp.
Assets
Cash and cash equivalents	1,354	654	34,460	3,499
Restricted cash	0	0
Accounts receivable, net	862	676
Investment in films and television programs, net	0	0
Property and equipment, net	0	0
Investments	40,072	40,072
Goodwill	10,172	10,172
Other assets	3,790	314
Deferred tax assets	0	1,502
Subsidiary investments and advances	1,721,926	1,584,187
Total assets	1,778,176	1,637,577
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	297,803	156,136
5.25% Senior Notes	221,689	220,796
Term Loan	389,197	388,207
Accounts payable and accrued liabilities	12,383	22,165
Participations and residuals	0	0
Film obligations and production loans	0	0
Convertible senior subordinated notes	0	0
Deferred revenue	0	0
Intercompany payable	0	0
Redeemable noncontrolling interest	0	0
Total shareholders' equity (deficiency)	857,104	850,273
Total liabilities and shareholders' equity	1,778,176	1,637,577
Convertible Senior Subordinated Notes | Lions Gate Entertainment Inc.
Assets
Cash and cash equivalents	55,329	28,091	93,669	47,290
Restricted cash	2,900	2,906
Accounts receivable, net	1,935	1,579
Investment in films and television programs, net	6,462	6,407
Property and equipment, net	36,438	36,171
Investments	15,526	15,354
Goodwill	0	0
Other assets	39,753	42,143
Deferred tax assets	210,163	121,725
Subsidiary investments and advances	1,644,298	1,518,348
Total assets	2,012,804	1,772,724
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	0	0
5.25% Senior Notes	0	0
Term Loan	0	0
Accounts payable and accrued liabilities	76,082	89,903
Participations and residuals	3,528	3,663
Film obligations and production loans	0	0
Convertible senior subordinated notes	101,140	99,984
Deferred revenue	3,599	4,833
Intercompany payable	2,246,129	1,906,899
Redeemable noncontrolling interest	0	0
Total shareholders' equity (deficiency)	(417,674)	(332,558)
Total liabilities and shareholders' equity	2,012,804	1,772,724
Convertible Senior Subordinated Notes | Non-guarantor Subsidiaries
Assets
Cash and cash equivalents	49,270	28,997	$ 42,288	$ 51,908
Restricted cash	0	0
Accounts receivable, net	950,454	1,047,034
Investment in films and television programs, net	1,322,336	1,471,889
Property and equipment, net	6,217	7,213
Investments	446,689	408,920
Goodwill	524,608	524,608
Other assets	32,785	32,015
Deferred tax assets	12,964	11,194
Subsidiary investments and advances	3,113,325	3,094,974
Total assets	6,458,648	6,626,844
Liabilities and Shareholders' Equity (Deficiency)
Senior revolving credit facility	0	0
5.25% Senior Notes	0	0
Term Loan	0	0
Accounts payable and accrued liabilities	260,225	265,630
Participations and residuals	648,066	603,695
Film obligations and production loans	512,678	715,018
Convertible senior subordinated notes	0	0
Deferred revenue	288,439	323,411
Intercompany payable	2,409,403	2,415,792
Redeemable noncontrolling interest	93,025	90,525
Total shareholders' equity (deficiency)	2,246,812	2,212,773
Total liabilities and shareholders' equity	$ 6,458,648	$ 6,626,844

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Consolidating Financial Information - Convertible Senior Subordinated Notes (Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues	$ 639,534	$ 476,759	$ 1,193,109	$ 885,700
Expenses:
Direct operating	386,908	292,810	753,184	523,120
Distribution and marketing	221,953	153,140	346,992	225,064
General and administration	84,491	67,577	163,158	128,289
Depreciation and amortization	4,347	2,520	9,963	4,350
Total expenses	697,699	516,047	1,273,297	880,823
Operating income (loss)	(58,165)	(39,288)	(80,188)	4,877
Other expenses (income):
Interest expense	15,882	12,630	31,116	25,255
Interest and other income	(1,231)	(555)	(2,180)	(1,155)
Total other expenses (income)	14,651	12,075	28,936	24,100
Loss before equity interests and income taxes	(72,816)	(51,363)	(109,124)	(19,223)
Equity interests income	1,908	7,149	12,754	18,537
Income (loss) before income taxes	(70,908)	(44,214)	(96,370)	(686)
Income tax provision (benefit)	(53,604)	(2,145)	(79,906)	699
Net loss	(17,304)	(42,069)	(16,464)	(1,385)
Less: Net (income) loss attributable to noncontrolling interest	(154)	0	260	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$ (17,458)	$ (42,069)	(16,204)	(1,385)
Convertible Senior Subordinated Notes
Revenues			1,193,109	885,700
Expenses:
Direct operating			753,184	523,120
Distribution and marketing			346,992	225,064
General and administration			163,158	128,289
Depreciation and amortization			9,963	4,350
Total expenses			1,273,297	880,823
Operating income (loss)			(80,188)	4,877
Other expenses (income):
Interest expense			31,116	25,255
Interest and other income			(2,180)	(1,155)
Total other expenses (income)			28,936	24,100
Loss before equity interests and income taxes			(109,124)	(19,223)
Equity interests income			12,754	18,537
Income (loss) before income taxes			(96,370)	(686)
Income tax provision (benefit)			(79,906)	699
Net loss			(16,464)	(1,385)
Less: Net (income) loss attributable to noncontrolling interest			260	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders			(16,204)	(1,385)
Convertible Senior Subordinated Notes | Consolidating Adjustments
Revenues			0	(697)
Expenses:
Direct operating			0	0
Distribution and marketing			0	0
General and administration			(637)	(825)
Depreciation and amortization			0	0
Total expenses			(637)	(825)
Operating income (loss)			637	128
Other expenses (income):
Interest expense			(197,393)	(184,120)
Interest and other income			197,117	183,866
Total other expenses (income)			(276)	(254)
Loss before equity interests and income taxes			913	382
Equity interests income			71,932	(17,906)
Income (loss) before income taxes			72,845	(17,524)
Income tax provision (benefit)			(9,496)	(442)
Net loss			82,341	(17,082)
Less: Net (income) loss attributable to noncontrolling interest			260	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders			82,601	(17,082)
Convertible Senior Subordinated Notes | Lions Gate Entertainment Corp.
Revenues			0	0
Expenses:
Direct operating			6	597
Distribution and marketing			0	0
General and administration			1,297	3,042
Depreciation and amortization			0	0
Total expenses			1,303	3,639
Operating income (loss)			(1,303)	(3,639)
Other expenses (income):
Interest expense			22,869	18,294
Interest and other income			(107,808)	(101,066)
Total other expenses (income)			(84,939)	(82,772)
Loss before equity interests and income taxes			83,636	79,133
Equity interests income			(96,890)	(80,554)
Income (loss) before income taxes			(13,254)	(1,421)
Income tax provision (benefit)			2,950	(36)
Net loss			(16,204)	(1,385)
Less: Net (income) loss attributable to noncontrolling interest			0	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders			(16,204)	(1,385)
Convertible Senior Subordinated Notes | Lions Gate Entertainment Inc.
Revenues			8,823	14,215
Expenses:
Direct operating			1,464	(163)
Distribution and marketing			460	3,530
General and administration			92,387	78,875
Depreciation and amortization			5,857	3,747
Total expenses			100,168	85,989
Operating income (loss)			(91,345)	(71,774)
Other expenses (income):
Interest expense			114,169	107,134
Interest and other income			0	(316)
Total other expenses (income)			114,169	106,818
Loss before equity interests and income taxes			(205,514)	(178,592)
Equity interests income			24,108	96,699
Income (loss) before income taxes			(181,406)	(81,893)
Income tax provision (benefit)			(84,516)	(1,339)
Net loss			(96,890)	(80,554)
Less: Net (income) loss attributable to noncontrolling interest			0	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders			(96,890)	(80,554)
Convertible Senior Subordinated Notes | Non-guarantor Subsidiaries
Revenues			1,184,286	872,182
Expenses:
Direct operating			751,714	522,686
Distribution and marketing			346,532	221,534
General and administration			70,111	47,197
Depreciation and amortization			4,106	603
Total expenses			1,172,463	792,020
Operating income (loss)			11,823	80,162
Other expenses (income):
Interest expense			91,471	83,947
Interest and other income			(91,489)	(83,639)
Total other expenses (income)			(18)	308
Loss before equity interests and income taxes			11,841	79,854
Equity interests income			13,604	20,298
Income (loss) before income taxes			25,445	100,152
Income tax provision (benefit)			11,156	2,516
Net loss			14,289	97,636
Less: Net (income) loss attributable to noncontrolling interest			0	0
Net loss attributable to Lions Gate Entertainment Corp. shareholders			$ 14,289	$ 97,636

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Consolidating Financial Information - Convertible Senior Subordinated Notes (Statement of Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Consolidating Financial Information [Line Items]
Net loss	$ (17,304)	$ (42,069)	$ (16,464)	$ (1,385)
Foreign currency translation adjustments, net of tax	(1,159)	(1,497)	(5,485)	1,993
Net unrealized gain (loss) on available-for-sale securities, net of tax	5,980	(30,232)	22,884	12,002
Net unrealized gain (loss) on foreign exchange contracts, net of tax	(383)	2,987	(2,986)	2,994
Comprehensive income (loss)	(12,866)	(70,811)	(2,051)	15,604
Less: Comprehensive (income) loss attributable to noncontrolling interest	(154)	0	260	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$ (13,020)	$ (70,811)	(1,791)	15,604
Convertible Senior Subordinated Notes
Consolidating Financial Information [Line Items]
Net loss			(16,464)	(1,385)
Foreign currency translation adjustments, net of tax			(5,485)	1,993
Net unrealized gain (loss) on available-for-sale securities, net of tax			22,884	12,002
Net unrealized gain (loss) on foreign exchange contracts, net of tax			(2,986)	2,994
Comprehensive income (loss)			(2,051)	15,604
Less: Comprehensive (income) loss attributable to noncontrolling interest			260	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders			(1,791)	15,604
Convertible Senior Subordinated Notes | Consolidating Adjustments
Consolidating Financial Information [Line Items]
Net loss			82,341	(17,082)
Foreign currency translation adjustments, net of tax			17,991	(974)
Net unrealized gain (loss) on available-for-sale securities, net of tax			(22,884)	(12,002)
Net unrealized gain (loss) on foreign exchange contracts, net of tax			2,986	(2,994)
Comprehensive income (loss)			80,434	(33,052)
Less: Comprehensive (income) loss attributable to noncontrolling interest			260	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders			80,694	(33,052)
Convertible Senior Subordinated Notes | Lions Gate Entertainment Corp.
Consolidating Financial Information [Line Items]
Net loss			(16,204)	(1,385)
Foreign currency translation adjustments, net of tax			(5,485)	1,993
Net unrealized gain (loss) on available-for-sale securities, net of tax			22,884	12,002
Net unrealized gain (loss) on foreign exchange contracts, net of tax			(2,986)	2,994
Comprehensive income (loss)			(1,791)	15,604
Less: Comprehensive (income) loss attributable to noncontrolling interest			0	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders			(1,791)	15,604
Convertible Senior Subordinated Notes | Lions Gate Entertainment Inc.
Consolidating Financial Information [Line Items]
Net loss			(96,890)	(80,554)
Foreign currency translation adjustments, net of tax			(8,901)	3,136
Net unrealized gain (loss) on available-for-sale securities, net of tax			0
Net unrealized gain (loss) on foreign exchange contracts, net of tax			0	0
Comprehensive income (loss)			(105,791)	(77,418)
Less: Comprehensive (income) loss attributable to noncontrolling interest			0	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders			(105,791)	(77,418)
Convertible Senior Subordinated Notes | Non-guarantor Subsidiaries
Consolidating Financial Information [Line Items]
Net loss			14,289	97,636
Foreign currency translation adjustments, net of tax			(9,090)	(2,162)
Net unrealized gain (loss) on available-for-sale securities, net of tax			22,884	12,002
Net unrealized gain (loss) on foreign exchange contracts, net of tax			(2,986)	2,994
Comprehensive income (loss)			25,097	110,470
Less: Comprehensive (income) loss attributable to noncontrolling interest			0	0
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders			$ 25,097	$ 110,470

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Consolidating Financial Information - Convertible Senior Subordinated Notes (Statement of Cash Flows) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Consolidating Financial Information [Line Items]
Net Cash Flows Provided By (Used In) Operating Activities			$ 194,398	$ (168,608)
Investing Activities:
Investment in equity method investees			(5,344)	(3,659)
Distributions from equity method investees			2,263	0
Purchases of property and equipment	$ (3,400)	$ (3,600)	(6,301)	(6,880)
Net Cash Flows Provided By (Used In) Investing Activities			(9,382)	(10,539)
Financing Activities:
Senior revolving credit facility - borrowings			454,000	48,000
Senior revolving credit facility - repayments			(314,000)	(48,000)
Term Loan - borrowings, net of deferred financing costs of $964 in 2015			0	24,036
Convertible senior subordinated notes - repurchases			0	(5)
Production loans - borrowings			152,296	370,945
Production loans - repayments			(373,726)	(112,474)
Dividends paid			(26,819)	(20,563)
Distributions to noncontrolling interest			(3,309)	0
Exercise of stock options			500	4,453
Tax withholding required on equity awards			(27,253)	(18,983)
Net Cash Flows Provided By (Used In) Financing Activities			(138,311)	247,409
Net Change In Cash And Cash Equivalents			46,705	68,262
Foreign Exchange Effects on Cash			1,506	(542)
Cash and Cash Equivalents - Beginning Of Period			57,742	102,697	$ 102,697
Cash and Cash Equivalents - End Of Period	105,953	170,417	105,953	170,417	57,742
Convertible Senior Subordinated Notes
Consolidating Financial Information [Line Items]
Net Cash Flows Provided By (Used In) Operating Activities			194,398	(168,608)
Investing Activities:
Investment in equity method investees			(5,344)	(3,659)
Distributions from equity method investees			2,263
Purchases of property and equipment			(6,301)	(6,880)
Net Cash Flows Provided By (Used In) Investing Activities			(9,382)	(10,539)
Financing Activities:
Senior revolving credit facility - borrowings			454,000
Senior revolving credit facility - repayments			(314,000)
Term Loan - borrowings, net of deferred financing costs of $964 in 2015				24,036
Convertible senior subordinated notes - repurchases				(5)
Production loans - borrowings			152,296	370,945
Production loans - repayments			(373,726)	(112,474)
Dividends paid			(26,819)	(20,563)
Distributions to noncontrolling interest			(3,309)
Excess tax benefits on equity-based compensation awards				0
Exercise of stock options			500	4,453
Tax withholding required on equity awards			(27,253)	(18,983)
Net Cash Flows Provided By (Used In) Financing Activities			(138,311)	247,409
Net Change In Cash And Cash Equivalents			46,705	68,262
Foreign Exchange Effects on Cash			1,506	(542)
Cash and Cash Equivalents - Beginning Of Period			57,742	102,697	102,697
Cash and Cash Equivalents - End Of Period	105,953	170,417	105,953	170,417	57,742
Convertible Senior Subordinated Notes | Consolidating Adjustments
Consolidating Financial Information [Line Items]
Net Cash Flows Provided By (Used In) Operating Activities			0	0
Investing Activities:
Investment in equity method investees			0	0
Distributions from equity method investees			0
Purchases of property and equipment			0	0
Net Cash Flows Provided By (Used In) Investing Activities			0	0
Financing Activities:
Senior revolving credit facility - borrowings			0
Senior revolving credit facility - repayments			0
Term Loan - borrowings, net of deferred financing costs of $964 in 2015				0
Convertible senior subordinated notes - repurchases				0
Production loans - borrowings			0	0
Production loans - repayments			0	0
Dividends paid			0	0
Distributions to noncontrolling interest			0
Excess tax benefits on equity-based compensation awards				0
Exercise of stock options			0	0
Tax withholding required on equity awards			0	0
Net Cash Flows Provided By (Used In) Financing Activities			0	0
Net Change In Cash And Cash Equivalents			0	0
Foreign Exchange Effects on Cash			0	0
Cash and Cash Equivalents - Beginning Of Period			0	0	0
Cash and Cash Equivalents - End Of Period	0	0	0	0	0
Convertible Senior Subordinated Notes | Lions Gate Entertainment Corp.
Consolidating Financial Information [Line Items]
Net Cash Flows Provided By (Used In) Operating Activities			(85,736)	42,018
Investing Activities:
Investment in equity method investees			0	0
Distributions from equity method investees			0
Purchases of property and equipment			0	0
Net Cash Flows Provided By (Used In) Investing Activities			0	0
Financing Activities:
Senior revolving credit facility - borrowings			454,000
Senior revolving credit facility - repayments			(314,000)
Term Loan - borrowings, net of deferred financing costs of $964 in 2015				24,036
Convertible senior subordinated notes - repurchases				0
Production loans - borrowings			0	0
Production loans - repayments			0	0
Dividends paid			(26,819)	(20,563)
Distributions to noncontrolling interest			0
Excess tax benefits on equity-based compensation awards				0
Exercise of stock options			500	4,453
Tax withholding required on equity awards			(27,253)	(18,983)
Net Cash Flows Provided By (Used In) Financing Activities			86,428	(11,057)
Net Change In Cash And Cash Equivalents			692	30,961
Foreign Exchange Effects on Cash			8	0
Cash and Cash Equivalents - Beginning Of Period			654	3,499	3,499
Cash and Cash Equivalents - End Of Period	1,354	34,460	1,354	34,460	654
Convertible Senior Subordinated Notes | Lions Gate Entertainment Inc.
Consolidating Financial Information [Line Items]
Net Cash Flows Provided By (Used In) Operating Activities			32,731	53,149
Investing Activities:
Investment in equity method investees			(1,000)	0
Distributions from equity method investees			0
Purchases of property and equipment			(4,493)	(6,765)
Net Cash Flows Provided By (Used In) Investing Activities			(5,493)	(6,765)
Financing Activities:
Senior revolving credit facility - borrowings			0
Senior revolving credit facility - repayments			0
Term Loan - borrowings, net of deferred financing costs of $964 in 2015				0
Convertible senior subordinated notes - repurchases				(5)
Production loans - borrowings			0	0
Production loans - repayments			0	0
Dividends paid			0	0
Distributions to noncontrolling interest			0
Excess tax benefits on equity-based compensation awards				0
Exercise of stock options			0	0
Tax withholding required on equity awards			0	0
Net Cash Flows Provided By (Used In) Financing Activities			0	(5)
Net Change In Cash And Cash Equivalents			27,238	46,379
Foreign Exchange Effects on Cash			0	0
Cash and Cash Equivalents - Beginning Of Period			28,091	47,290	47,290
Cash and Cash Equivalents - End Of Period	55,329	93,669	55,329	93,669	28,091
Convertible Senior Subordinated Notes | Non-guarantor Subsidiaries
Consolidating Financial Information [Line Items]
Net Cash Flows Provided By (Used In) Operating Activities			247,403	(263,775)
Investing Activities:
Investment in equity method investees			(4,344)	(3,659)
Distributions from equity method investees			2,263
Purchases of property and equipment			(1,808)	(115)
Net Cash Flows Provided By (Used In) Investing Activities			(3,889)	(3,774)
Financing Activities:
Senior revolving credit facility - borrowings			0
Senior revolving credit facility - repayments			0
Term Loan - borrowings, net of deferred financing costs of $964 in 2015				0
Convertible senior subordinated notes - repurchases				0
Production loans - borrowings			152,296	370,945
Production loans - repayments			(373,726)	(112,474)
Dividends paid			0	0
Distributions to noncontrolling interest			(3,309)
Excess tax benefits on equity-based compensation awards				0
Exercise of stock options			0	0
Tax withholding required on equity awards			0	0
Net Cash Flows Provided By (Used In) Financing Activities			(224,739)	258,471
Net Change In Cash And Cash Equivalents			18,775	(9,078)
Foreign Exchange Effects on Cash			1,498	(542)
Cash and Cash Equivalents - Beginning Of Period			28,997	51,908	51,908
Cash and Cash Equivalents - End Of Period	$ 49,270	$ 42,288	$ 49,270	$ 42,288	$ 28,997

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Derivative Instruments and Hedging Activities (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Derivative [Line Items]
Remaining maturity of forward foreign exchange contracts, maximum			18 months
Net unrealized fair value gain (loss) on foreign exchange contracts, effective portion	$ (0.4)	$ 3.0	$ (3.0)	$ 3.0
Net unrealized fair value gain (loss) on foreign exchange contracts that did not qualify as effective hedge contracts	0.0	$ 0.0	(0.4)	$ 0.1
Foreign currency cash flow hedge gain (loss) reclassified to earnings	(0.6)		2.9
Foreign currency cash flow hedge gain estimated to be reclassified into earnings during next 12 months	1.1		1.1
Other Assets | Foreign Exchange Forward
Derivative [Line Items]
Derivative asset	7.1		7.1		$ 9.4
Accounts Payable and Accrued Liabilities | Foreign Exchange Forward
Derivative [Line Items]
Derivative liability	$ 0.2		$ 0.2		$ 0.7

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Derivative Instruments and Hedging Activities (Outstanding Forward Foreign Exchange Contracts) (Details) - Foreign Exchange Forward £ in Millions, CAD in Millions, AUD in Millions, $ in Millions	Sep. 30, 2016 USD ($)	Sep. 30, 2016 AUD	Sep. 30, 2016 GBP (£)	Sep. 30, 2016 CAD
British Pounds Sterling
Derivative [Line Items]
Foreign Currency Amount | £			£ 0.9
US Dollar Amount	$ 1.2
Weighted average exchange rate per $1 USD	0.71	0.71	0.71	0.71
Australia, Dollars
Derivative [Line Items]
Foreign Currency Amount | AUD		AUD 56.8
US Dollar Amount	$ 50.6
Weighted average exchange rate per $1 USD	1.12	1.12	1.12	1.12
Canada, Dollars
Derivative [Line Items]
Foreign Currency Amount | CAD				CAD 24.6
US Dollar Amount	$ 18.8
Weighted average exchange rate per $1 USD	1.31	1.31	1.31	1.31

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Supplementary Cash Flow Statement Information (Non-Cash Investing and Financing Activities) (Details) $ in Thousands	6 Months Ended
	Sep. 30, 2015 USD ($)
Non-cash financing activities
Accrued dividends (see Note 12)	$ 13,200
Conversions of convertible senior subordinated notes (see Note 5)	$ 16,162

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Subsequent Events (Narrative) (Details) - Starz	Oct. 13, 2016 USD ($) reduction	Oct. 27, 2016 USD ($)	Jun. 30, 2016 USD ($)
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity			$ 4,570,000,000
5.875% Notes | Senior Notes | Subsequent Event
Subsequent Event [Line Items]
Principal amount of notes		$ 520,000,000
Coupon rate		5.875%
Term Loan B Facility | Term Loan
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity			1,900,000,000
Term Loan B Facility | Term Loan | Subsequent Event
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity	$ 2,000,000,000.0
Term loan B facility, expected initial issuance price, percentage	99.50%
Term Loan A Facility | Term Loan
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity			1,000,000,000
Revolving Credit Facility | Credit facility
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity			1,000,000,000
Revolving Credit Facility | Credit facility | Subsequent Event
Subsequent Event [Line Items]
Proceeds from revolving credit facility currently expected to be used to finance a portion of the consideration and transaction costs for the proposed merger with Starz and associated transactions	$ 50,000,000
Unsecured Bridge Facility | Credit facility
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity			520,000,000
Unsecured Funded Bridge Facility | Credit facility
Subsequent Event [Line Items]
Committed financing, maximum borrowing capacity			$ 150,000,000
LIBOR | Term Loan B Facility | Term Loan | Subsequent Event
Subsequent Event [Line Items]
Basis spread on variable interest rate	3.00%
LIBOR | Term Loan A Facility | Term Loan | Subsequent Event
Subsequent Event [Line Items]
Basis spread on variable interest rate	2.50%
Potential reduction in interest rate if certain leverage ratios are met, total	0.50%
Number of reductions | reduction	2
Potential reduction in interest rate if certain leverage ratios are met, per reduction	0.25%
LIBOR | Minimum | Term Loan B Facility | Term Loan | Subsequent Event
Subsequent Event [Line Items]
Coupon rate	0.75%