10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________________

Form 10-Q 

____________________________________________________________________________________________________

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

For the quarterly period ended September 30, 2019

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)

____________________________________________________________________________________________________

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Voting Common Shares, no par value per share	LGF.A	New York Stock Exchange
Class B Non-Voting Common Shares, no par value per share	LGF.B	New York Stock Exchange

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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 4, 2019
Class A Voting Common Shares, no par value per share	82,724,792 shares
Class B Non-Voting Common Shares, no par value per share	135,206,037 shares

Item	Page
PART I — FINANCIAL INFORMATION
1. Financial Statements	4
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
3. Quantitative and Qualitative Disclosures About Market Risk	75
4. Controls and Procedures	77
PART II — OTHER INFORMATION
1. Legal Proceedings	78
1A. Risk Factors	78
2. Unregistered Sales of Equity Securities and Use of Proceeds	79
3. Defaults Upon Senior Securities	79
4. Mine Safety Disclosures	79
5. Other Information	79
6. Exhibits	80

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 23, 2019, 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; 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; potential adverse reactions or changes to business or employee relationships; 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 23, 2019, 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, 2019			March 31, 2019
	(Amounts in millions)
ASSETS
Cash and cash equivalents	$	232.6		$	184.3
Accounts receivable, net	664.2			647.2
Program rights	281.3			295.7
Other current assets	179.0			267.2
Total current assets	1,357.1			1,394.4
Investment in films and television programs and program rights, net	1,535.7			1,672.0
Property and equipment, net	149.0			155.3
Investments	30.3			26.2
Intangible assets	1,803.7			1,871.6
Goodwill	2,833.5			2,833.5
Other assets	517.1			436.1
Deferred tax assets	—			19.8
Total assets	$	8,226.4		$	8,408.9
LIABILITIES
Accounts payable and accrued liabilities	$	514.5		$	531.2
Participations and residuals	457.9			408.5
Film obligations and production loans	343.9			512.6
Debt - short term portion	61.2			53.6
Deferred revenue	117.3			146.5
Total current liabilities	1,494.8			1,652.4
Debt	2,824.7			2,850.8
Participations and residuals	384.3			479.8
Film obligations and production loans	136.3			143.1
Other liabilities	297.0			114.0
Deferred revenue	67.3			62.8
Deferred tax liabilities	37.3			56.5
Redeemable noncontrolling interest	142.4			127.6
Commitments and contingencies (Note 16)
EQUITY
Class A voting common shares, no par value, 500.0 shares authorized, 82.7 shares issued (March 31, 2019 - 82.5 shares issued)	652.3			649.7
Class B non-voting common shares, no par value, 500.0 shares authorized, 135.2 shares issued (March 31, 2019 - 133.5 shares issued)	2,189.0			2,140.6
Retained earnings	143.7			208.7
Accumulated other comprehensive loss	(145.6		)	(80.3		)
Total Lions Gate Entertainment Corp. shareholders' equity	2,839.4			2,918.7
Noncontrolling interests	2.9			3.2
Total equity	2,842.3			2,921.9
Total liabilities and equity	$	8,226.4		$	8,408.9

See accompanying notes.

4

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions, except per share amounts)
Revenues	$	983.5		$	901.0		$	1,947.1		$	1,833.6
Expenses
Direct operating	499.4			463.2			1,067.4			993.2
Distribution and marketing	262.1			227.9			512.6			431.4
General and administration	105.9			115.0			208.5			225.1
Depreciation and amortization	50.9			40.8			91.2			81.1
Restructuring and other	7.6			15.0			13.1			25.6
Total expenses	925.9			861.9			1,892.8			1,756.4
Operating income	57.6			39.1			54.3			77.2
Interest expense
Interest expense	(48.0		)	(38.8		)	(97.0		)	(74.2		)
Interest on dissenting shareholders' liability	—			(16.7		)	—			(32.6		)
Total interest expense	(48.0		)	(55.5		)	(97.0		)	(106.8		)
Shareholder litigation settlements	—			(114.1		)	—			(114.1		)
Interest and other income	2.2			3.0			5.0			6.1
Other expense	(3.8		)	—			(6.1		)	—
Loss on investments	(0.4		)	(36.1		)	(0.3		)	(37.0		)
Equity interests loss	(3.2		)	(11.7		)	(11.1		)	(17.8		)
Income (loss) before income taxes	4.4			(175.3		)	(55.2		)	(192.4		)
Income tax benefit (provision)	(5.6		)	26.0			(4.5		)	31.8
Net loss	(1.2		)	(149.3		)	(59.7		)	(160.6		)
Less: Net loss attributable to noncontrolling interests	3.0			5.2			7.5			8.7
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8		$	(144.1	)	$	(52.2	)	$	(151.9	)
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
Basic net income (loss) per common share	$	0.01		$	(0.67	)	$	(0.24	)	$	(0.71	)
Diluted net income (loss) per common share	$	0.01		$	(0.67	)	$	(0.24	)	$	(0.71	)
Weighted average number of common shares outstanding:
Basic	217.5			213.6			216.8			212.7
Diluted	219.8			213.6			216.8			212.7
Dividends declared per common share	$	—		$	0.09		$	—		$	0.18

See accompanying notes.

5

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Net loss	$	(1.2	)	$	(149.3	)	$	(59.7	)	$	(160.6	)
Foreign currency translation adjustments, net of tax	0.5			(1.7		)	1.4			(7.8		)
Net unrealized gain (loss) on cash flow hedges, net of tax	(20.8		)	9.7			(66.7		)	4.5
Comprehensive loss	(21.5		)	(141.3		)	(125.0		)	(163.9		)
Less: Comprehensive loss attributable to noncontrolling interests	3.0			5.2			7.5			8.7
Comprehensive loss attributable to Lions Gate Entertainment Corp. shareholders	$	(18.5	)	$	(136.1	)	$	(117.5	)	$	(155.2	)

See accompanying notes.

6

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

	Three Months Ended
	Class A Voting Common Shares			Class B Non-Voting Common Shares			Retained Earnings			Accumulated  Other Comprehensive Loss			Lions Gate Entertainment Corp. Shareholders' Equity			Noncontrolling Interests (a)			Total Equity
	Number	Amount		Number	Amount
	(Amounts in millions)
Balance at June 30, 2019	82.6	$	651.2	135.0	$	2,176.9	$	149.2		$	(125.3	)	$	2,852.0		$	3.0		$	2,855.0
Share-based compensation, net	0.1	1.0		0.2	12.0		—			—			13.0			—			13.0
Issuance of common shares	—	0.1		—	0.1		—			—			0.2			—			0.2
Noncontrolling interests	—	—		—	—		—			—			—			0.1			0.1
Net income (loss)	—	—		—	—		1.8			—			1.8			(0.2		)	1.6
Other comprehensive loss	—	—		—	—		—			(20.3		)	(20.3		)	—			(20.3		)
Redeemable noncontrolling interests adjustments to redemption value	—	—		—	—		(7.3		)	—			(7.3		)	—			(7.3		)
Balance at September 30, 2019	82.7	$	652.3	135.2	$	2,189.0	$	143.7		$	(145.6	)	$	2,839.4		$	2.9		$	2,842.3
Balance at June 30, 2018	82.0	$	636.2	132.0	$	2,082.4	$	506.2		$	(23.5	)	$	3,201.3		$	1.4		$	3,202.7
Exercise of stock options	—	0.1		0.1	1.6		—			—			1.7			—			1.7
Share-based compensation, net	—	2.0		—	11.0		—			—			13.0			—			13.0
Noncontrolling interests	—	—		—	—		—			—			—			1.1			1.1
Dividends declared	—	—		—	—		(19.5		)	—			(19.5		)	—			(19.5		)
Net loss	—	—		—	—		(144.0		)	—			(144.0		)	(0.3		)	(144.3		)
Other comprehensive loss	—	—		—	—		—			7.9			7.9			—			7.9
Redeemable noncontrolling interests adjustments to redemption value	—	—		—	—		(10.4		)	—			(10.4		)	—			(10.4		)
Balance at September 30, 2018	82.0	$	638.3	132.1	$	2,095.0	$	332.3		$	(15.6	)	$	3,050.0		$	2.2		$	3,052.2

_____________________

(a) Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 9).

7

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

	Six Months Ended
	Class A Voting Common Shares			Class B Non-Voting Common Shares			Retained Earnings			Accumulated  Other Comprehensive Loss			Lions Gate Entertainment Corp. Shareholders' Equity			Noncontrolling Interests (a)			Total Equity
	Number	Amount		Number	Amount
	(Amounts in millions)
Balance at March 31, 2019	82.5	$	649.7	133.5	$	2,140.6	$	208.7		$	(80.3	)	$	2,918.7		$	3.2		$	2,921.9
Exercise of stock options	—	—		0.1	0.5		—			—			0.5			—			0.5
Share-based compensation, net	0.2	2.5		0.3	19.7		—			—			22.2			—			22.2
Issuance of common shares related to acquisitions and other	—	0.1		1.3	28.2		—			—			28.3			—			28.3
Noncontrolling interests	—	—		—	—		—			—			—			(0.2		)	(0.2		)
Net loss	—	—		—	—		(52.2		)	—			(52.2		)	(0.1		)	(52.3		)
Other comprehensive loss	—	—		—	—		—			(65.3		)	(65.3		)	—			(65.3		)
Redeemable noncontrolling interests adjustments to redemption value	—	—		—	—		(12.8		)	—			(12.8		)	—			(12.8		)
Balance at September 30, 2019	82.7	$	652.3	135.2	$	2,189.0	$	143.7		$	(145.6	)	$	2,839.4		$	2.9		$	2,842.3
Balance at March 31, 2018	81.8	$	628.7	129.3	$	2,020.3	$	516.6		$	(9.7	)	$	3,155.9		$	1.0		$	3,156.9
Cumulative effect of accounting changes	—	—		—	—		21.3			(2.6		)	18.7			—			18.7
Exercise of stock options	—	0.4		0.1	1.9		—			—			2.3			—			2.3
Share-based compensation, net	0.2	9.1		0.2	17.1		—			—			26.2			—			26.2
Issuance of common shares related to acquisitions and other	—	0.1		2.5	55.7		—			—			55.8			—			55.8
Noncontrolling interests	—	—		—	—		—			—			—			2.5			2.5
Dividends declared	—	—		—	—		(38.7		)	—			(38.7		)	—			(38.7		)
Net loss	—	—		—	—		(151.9		)	—			(151.9		)	(1.3		)	(153.2		)
Other comprehensive loss	—	—		—	—		—			(3.3		)	(3.3		)	—			(3.3		)
Redeemable noncontrolling interests adjustments to redemption value	—	—		—	—		(15.0		)	—			(15.0		)	—			(15.0		)
Balance at September 30, 2018	82.0	$	638.3	132.1	$	2,095.0	$	332.3		$	(15.6	)	$	3,050.0		$	2.2		$	3,052.2

_____________________

(a) Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 9).

See accompanying notes.

8

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Operating Activities:
Net loss	$	(59.7	)	$	(160.6	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	91.2			81.1
Amortization of films and television programs and program rights	855.2			723.2
Interest on dissenting shareholders' liability	—			32.6
Amortization of debt financing costs	7.5			6.0
Non-cash share-based compensation	24.1			30.2
Other non-cash items	21.8			12.1
Shareholder litigation settlements	—			114.1
Equity interests loss	11.1			17.8
Loss on investments	0.3			37.0
Deferred income taxes (benefit)	0.6			(40.9		)
Changes in operating assets and liabilities:
Accounts receivable, net and other assets	123.7			172.7
Investment in films and television programs and program rights, net	(717.1		)	(697.1		)
Accounts payable and accrued liabilities	(22.4		)	(65.3		)
Participations and residuals	(45.8		)	(24.1		)
Film obligations	(47.4		)	(12.4		)
Deferred revenue	(24.6		)	43.5
Net Cash Flows Provided By Operating Activities	218.5			269.9
Investing Activities:
Investment in equity method investees	(4.9		)	(22.0		)
Business acquisitions, net of cash acquired of $5.5 (see Note 2)	—			(77.3		)
Capital expenditures	(16.9		)	(21.6		)
Net Cash Flows Used In Investing Activities	(21.8		)	(120.9		)
Financing Activities:
Debt - borrowings	302.0			2,069.5
Debt - repayments	(328.5		)	(2,144.8		)
Production loans - borrowings	51.8			154.5
Production loans - repayments	(168.2		)	(189.7		)
Dividends paid	—			(38.2		)
Distributions to noncontrolling interest	(3.6		)	(1.5		)
Exercise of stock options	0.5			1.8
Tax withholding required on equity awards	(1.8		)	(4.0		)
Net Cash Flows Used In Financing Activities	(147.8		)	(152.4		)
Net Change In Cash, Cash Equivalents and Restricted Cash	48.9			(3.4		)
Foreign Exchange Effects on Cash, Cash Equivalents and Restricted Cash	(0.6		)	(2.4		)
Cash, Cash Equivalents and Restricted Cash - Beginning Of Period	184.3			378.1
Cash, Cash Equivalents and Restricted Cash - End Of Period	$	232.6		$	372.3

See accompanying notes.

9

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

Nature of Operations

Lions Gate Entertainment Corp. (“Lionsgate,” the “Company,” “we,” “us” or “our”) is a global content leader whose films, television series, digital products and linear and over-the-top platforms reach next generation audiences around the world. In addition to our filmed entertainment leadership, Lionsgate content drives a growing presence in interactive and location-based entertainment, video games, esports and other new entertainment technologies. Lionsgate's content initiatives are backed by a nearly 17,000-title film and television library and delivered through a global sales and licensing infrastructure.

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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. The balance sheet at March 31, 2019 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, 2019.

Certain amounts presented in prior periods have been reclassified to conform to the current period 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 used for the amortization of investment in films and television programs; estimates of sales returns and other allowances and provisions for doubtful accounts; estimates related to the revenue recognition of sales or usage-based royalties; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes including the assessment of valuation allowances for deferred tax assets; 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.

Change in Estimate

The Company monitors its finite-lived intangible assets and changes in the underlying circumstances each reporting period for indicators of possible impairments or a change in the useful life or method of amortization of our finite-lived intangible assets. At June 30, 2019, the Company had $1.5 billion of finite live intangible assets related to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies ("Traditional Affiliate").  At September 30, 2019, the Company updated its undiscounted cash flows analysis for the Starz Traditional Affiliate customer relationships and concluded the undiscounted cash flows continue to exceed its carrying values and therefore the asset was recoverable.  Due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, in the quarter ended September 30, 2019, the Company changed its pattern of amortization of its Traditional Affiliate customer relationship intangible assets from the straight line method over 17 years to an accelerated amortization method which reflects amortization in the proportion that current period revenues bear to management’s estimate of future revenue over the remaining estimated useful life of the asset. This method resulted in an increase to amortization expense of $11.3 million during the quarter ended September 30, 2019, with a corresponding reduction of income before income taxes, net income, net income attributable to Lions Gate Entertainment Corp. shareholders, and decreased basic and

10

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

diluted net income per share by $0.05 per share. There was no tax benefit from the change due to changes in the Company’s valuation allowance on deferred taxes.

Recent Accounting Pronouncements

Accounting Guidance Adopted in Fiscal 2020

Accounting for Leases: In February 2016, the Financial Accounting Standards Board ("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 Company adopted the new standard on April 1, 2019 utilizing the modified retrospective approach, and therefore, results for reporting periods beginning after April 1, 2019 are presented under the new guidance, while prior periods have not been adjusted. Additionally, the Company elected to apply practical expedients allowing it to not reassess (1) whether any expired or existing contracts previously assessed as not containing leases are, or contain, leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company also elected the practical expedient to not separate lease components from non-lease components for equipment. Instead, for this lease class, each separate lease component and non-lease component is accounted for as a single lease component.

Upon adoption of the new guidance, the Company recognized lease liabilities on the Company's consolidated balance sheet for its operating leases of approximately $187.2 million, with a corresponding right-of-use assets balance of $157.4 million, net of existing lease incentives of $29.8 million which were previously classified in accounts payable and accrued liabilities and other liabilities, with no material impact on its consolidated statement of operations. See Note 6 for further information regarding the impact of the adoption of the new guidance on accounting for leases on the Company's financial statements.

Accounting Guidance Not Yet Adopted

Fair Value Measurement - Changes to Disclosure Requirements: In August 2018, the FASB issued guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance eliminates the requirement that entities disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but requires public companies to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements, among other changes. This guidance is effective for the Company's fiscal year beginning April 1, 2020, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material effect on its consolidated financial statements.

Improvements to Accounting for Costs of Films and License Agreements for Program Materials: In March 2019, the FASB issued guidance that aligns the accounting for production costs of an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization. Accordingly, the capitalization of production costs for episodic television series is no longer constrained until persuasive evidence of secondary market revenues exists. In addition, under the new guidance, a company will need to determine at the outset of production whether a film or television program is primarily monetized on its own or within a film group. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements. In addition, under previous guidance, film and television programs accounted for under the broadcasting accounting standard were carried on the balance sheet at the lower of cost or net realizable value. The new guidance requires that an entity test a film or television program for impairment, when impairment indicators are present, at a film group level when the film or license agreement is predominantly monetized with other films and/or license agreements. The impairment would be measured as the difference between the carrying value of the film group and its fair value rather than its net realizable value. This guidance requires that an entity provide new disclosures about content that is either produced or licensed, and classify cash flows for licensed content as cash flows from operating activities in the statement of cash flows. This guidance is effective for the Company's fiscal year beginning April 1, 2020, 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.

Financial Instruments - Credit Losses: In June 2016, the FASB issued guidance that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, from the incurred loss methodology under current U.S. GAAP to a new, forward-looking current expected credit loss model that would generally result in the earlier recognition of credit losses. This guidance is effective for the Company’s fiscal year beginning April 1, 2020, with early adoption permitted. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit

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loss methodology with the new standard. The Company is currently evaluating the impact of this standard on its consolidated financial statements, including accounting policies, processes, and systems.

2. Acquisitions

3 Arts Entertainment

On May 29, 2018, the Company purchased a 51% membership interest in 3 Arts Entertainment LLC, a talent management and television/film production company. The purchase price was approximately $166.6 million, of which 50% was paid in cash at closing, 32.5% was paid in the Company's Class B non-voting common shares at closing, and 17.5% was paid in the Company's Class B non-voting common shares on the one-year anniversary of closing. The number of shares issued was determined by dividing the dollar value of the portion of the purchase price to be paid by the daily weighted average closing price of the Company's Class B non-voting common shares on the New York Stock Exchange for the twenty (20) consecutive trading days immediately preceding the closing date. A portion of the purchase price, up to $38.3 million, may be recoupable for a five-year period commencing on the acquisition date of May 29, 2018, contingent upon the continued employment of certain employees, or the achievement of certain EBITDA targets, as defined in the 3 Arts Entertainment acquisition and related agreements. Accordingly, $38.3 million was initially recorded as a deferred compensation arrangement within other current and non-current assets and is being amortized in general and administrative expenses over a five-year period.

The acquisition was accounted for as a purchase, with the results of operations of 3 Arts Entertainment included in the Company's consolidated results from May 29, 2018. Based on the purchase price allocation, $92.7 million was allocated to goodwill, $47.0 million was allocated to the fair value of finite-lived intangible assets and $38.3 million was allocated to deferred compensation arrangements, as discussed above. The remainder of the purchase price was primarily allocated to cash and cash equivalents, accounts receivable, other assets, and accounts payable and accrued liabilities, and $15.8 million was recorded as a redeemable noncontrolling interest, representing the noncontrolling interest holders' 49% equity interest in 3 Arts Entertainment (see Note 9). The acquired finite-lived intangible assets primarily represent customer relationships and are being amortized over a weighted average estimated useful life of 12 years.

The Company used discounted cash flows ("DCF") analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation, including acquired intangible assets and the redeemable noncontrolling interest. The acquisition goodwill arises from the opportunity for synergies of the combined companies to grow and strengthen the Company's television operations by expanding the Company's talent relationships, and improving the Company's television production capabilities. The goodwill recorded as part of this acquisition is included in the Television Production segment. The goodwill is not amortized for financial reporting purposes, but is deductible for federal tax purposes.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Investment in Films and Television Programs and Program Rights

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Motion Picture Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	383.5		$	376.7
Acquired libraries, net of accumulated amortization	1.6			1.8
Completed and not released	46.7			80.6
In progress	170.8			250.4
In development	49.6			45.0
	652.2			754.5
Television Production Segment - Direct-to-Television Programs
Released, net of accumulated amortization	182.2			186.1
In progress	265.0			295.6
In development	14.6			17.6
	461.8			499.3
Media Networks Segment
Released program rights, net of accumulated amortization	663.3			591.0
In progress	20.6			106.8
In development	40.6			56.2
	724.5			754.0
Intersegment eliminations	(21.5		)	(40.1		)
Investment in films and television programs and program rights, net	1,817.0			1,967.7
Less current portion of program rights	(281.3		)	(295.7		)
Non-current portion	$	1,535.7		$	1,672.0

During the three and six months ended September 30, 2019 and 2018, the Company performed fair value measurements related to films having indicators of impairment. In determining the fair value of its films, the Company employs a 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, 2019, the Company recorded $0.1 million and $1.6 million, respectively, of fair value film write-downs (2018 - $2.5 million and $7.0 million, respectively).

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4. Investments

The Company's investments consisted of the following:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Investments in equity method investees	$	29.0	$	24.5
Other investments	1.3		1.7
	$	30.3	$	26.2

Equity Method Investments:

The Company has investments in various equity method investees with ownership percentages ranging from approximately 12% to 49%. These investments include:

STARZPLAY Arabia. STARZPLAY Arabia (Playco Holdings Limited) offers a STARZ-branded online subscription video-on-demand service in the Middle East and North Africa.

Roadside Attractions. Roadside Attractions is an independent theatrical distribution company.

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.

Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app.

Other. In addition to the equity method investments discussed above, the Company holds ownership interests in other immaterial equity method investees.

Summarized Financial Information. Summarized financial information for the Company's equity method investees owned at September 30, 2019 and March 31, 2019, respectively, is set forth below:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Current assets	$	126.6	$	189.8
Non-current assets	$	66.1	$	55.7
Current liabilities	$	142.6	$	167.8
Non-current liabilities	$	44.6	$	46.7

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Revenues	$	47.0		$	30.7		$	77.2		$	53.4
Gross profit	$	16.2		$	15.3		$	24.3		$	19.6
Net loss	$	(8.6	)	$	(34.9	)	$	(31.0	)	$	(55.3	)

Pop. Pop was the Company's joint venture with CBS. On March 15, 2019, the Company sold its 50.0% interest in Pop to CBS. Prior to the sale of its interest in Pop, the Company had accounted for such interest as an equity method investment.

Pop Financial Information:

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the summarized statements of operations for the three and six months ended September 30, 2018 for Pop and a reconciliation of the net loss reported by Pop to equity interest loss recorded by the Company:

	Three Months Ended			Six Months Ended
	September 30,			September 30,
	2018			2018
Revenues	$	25.9		$	51.5
Expenses:
Cost of services	12.4			25.5
Selling, marketing, and general and administration	11.5			23.4
Depreciation and amortization	2.0			4.0
Operating loss	—			(1.4		)
Interest expense, net	0.5			0.9
Accretion of redeemable preferred stock units(1)	22.6			44.4
Total interest expense, net	23.1			45.3
Net loss	$	(23.1	)	$	(46.7	)
Reconciliation of net loss reported by Pop to equity interest loss:
Net loss reported by Pop	$	(23.1	)	$	(46.7	)
Ownership interest in Pop	50		%	50		%
The Company's share of net loss	(11.6		)	(23.4		)
Accretion of dividend and interest income on redeemable preferred stock units(1)	11.3			22.2
Elimination of the Company's share of profits on licensing sales to Pop	(0.1		)	(0.2		)
Realization of the Company’s share of profits on licensing sales to Pop	0.1			0.3
Total equity interest loss recorded	$	(0.3	)	$	(1.1	)

 ___________________

(1) Accretion of mandatorily redeemable preferred stock units represents Pop's 10% dividend and the amortization of discount on its mandatorily redeemable preferred stock units previously held by the Company and the other interest holder. The Company recorded its share of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest loss.

Loss on Investments:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Impairments of investments(1)	$	—		$	(34.2	)	$	—		$	(34.2	)
Unrealized losses on equity securities held as of September 30, 2019 and 2018, respectively	(0.4		)	(1.9		)	(0.3		)	(2.8		)
	$	(0.4	)	$	(36.1	)	$	(0.3	)	$	(37.0	)

 ___________________

(1) In the three and six months ended September 30, 2018, amounts represent other-than-temporary impairments on investments in equity securities without readily determinable fair values and notes receivable (previously included in other assets), which were written down to their estimated fair value.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Debt

Total debt of the Company, excluding film obligations and production loans, was as follows as of September 30, 2019 and March 31, 2019:

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Corporate debt:
Revolving Credit Facility	$	—		$	—
Term Loan A(1)	731.3			750.0
Term Loan B(1)	1,101.3			1,107.5
5.875% Senior Notes	520.0			520.0
6.375% Senior Notes	550.0			550.0
Total corporate debt	2,902.6			2,927.5
Finance lease obligations	43.9			45.4
Total debt	2,946.5			2,972.9
Unamortized debt issuance costs, net of fair value adjustment on finance lease obligations	(60.6		)	(68.5		)
Total debt, net	2,885.9			2,904.4
Less current portion	(61.2		)	(53.6		)
Non-current portion of debt	$	2,824.7		$	2,850.8

_____________________

(1) To manage interest rate risk on certain of its LIBOR-based floating-rate corporate debt, as of September 30, 2019, the Company has entered into interest rate swaps to effectively convert the floating interest rates to fixed interest rates on a $1.7 billion notional amount, which as of September 30, 2019 converts the effective rate on our LIBOR-based corporate debt to 4.859% (see Note 17 for further information).

Senior Credit Facilities (Revolving Credit Facility, Term Loan A and Term Loan B)

Revolving Credit Facility Availability of Funds & Commitment Fee. The revolving credit facility provides for borrowings and letters of credit up to an aggregate of $1.5 billion, and at September 30, 2019 there was $1.5 billion available. However, borrowing levels are subject to certain financial covenants as discussed below. There were no letters of credit outstanding at September 30, 2019. The Company is required to pay a quarterly commitment fee on the revolving credit facility of 0.250% to 0.375% per annum, depending on the achievement of certain leverage ratios, as defined in the credit and guarantee agreement dated December 8, 2016, as amended (the "Amended Credit Agreement"), on the total revolving credit facility of $1.5 billion less the amount drawn.

Maturity Date:

•Revolving Credit Facility & Term Loan A: March 22, 2023.

•Term Loan B: March 24, 2025.

Interest:

• Revolving Credit Facility & Term Loan A: Initially bore interest at a rate per annum equal to LIBOR plus 1.75% (or an alternative base rate plus 0.75%) margin, with a LIBOR floor of zero. The margin is subject to potential increases of up to 50 basis points (two (2) increases of 25 basis points each) upon certain increases to net first lien leverage ratios, as defined in the Amended Credit Agreement (effective interest rate of 3.77% as of September 30, 2019, before the impact of interest rate swaps).

• Term Loan B: As of March 22, 2018, pursuant to the Amended Credit Agreement, the Term Loan B bears interest at a rate per annum equal to LIBOR plus 2.25% margin, with a LIBOR floor of zero (or an alternative base rate plus 1.25% margin) (effective interest rate of 4.27% as of September 30, 2019, before the impact of interest rate swaps).

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Required Principal Payments:

• Term Loan A: Quarterly principal payments, at quarterly rates of 1.25% beginning June 30, 2019, 1.75% beginning June 30, 2020, and 2.50% beginning June 30, 2021 through December 31, 2022, with the balance payable at maturity.

• Term Loan B: Quarterly principal payments at a quarterly rate of 0.25%, with the balance payable at maturity.

The Term Loan A and Term Loan B also require mandatory prepayments in connection with certain asset sales, subject to certain significant exceptions, and the Term Loan B is subject to additional mandatory repayment from specified percentages of excess cash flow, as defined in the Amended Credit Agreement.

Optional Prepayment:

• Revolving Credit Facility & Term Loan A: The Company may voluntarily prepay the Revolving Credit Facility and Term Loan A at any time without premium or penalty.

• Term Loan B: The Company may voluntarily prepay the Term Loan B at any time.

Security. The Senior Credit Facilities are guaranteed by the Guarantors (as defined in the Amended Credit Agreement) and are secured by a security interest in substantially all of the assets of Lionsgate and the Guarantors (as defined in the Amended Credit Agreement), subject to certain exceptions.

Covenants. The Senior Credit Facilities contain representations and warranties, events of default and affirmative and negative covenants that are customary for similar financings and which include, among other things and subject to certain significant exceptions, restrictions on the ability to declare or pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. In addition, a net first lien leverage maintenance covenant and an interest coverage ratio maintenance covenant apply to the Revolving Credit Facility and the Term Loan A and are tested quarterly. As of September 30, 2019, 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 Amended 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.

5.875% Senior Notes and 6.375% Senior Notes

Interest:

• 5.875% Senior Notes: Bears interest at 5.875% annually (payable semi-annually on May and November 1 of each year).

• 6.375% Senior Notes: Bears interest at 6.375% annually (payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2019).

Maturity Date:

• 5.875% Senior Notes: November 1, 2024.

• 6.375% Senior Notes: February 1, 2024.

Optional Redemption:

• 5.875% Senior Notes:

(i) Prior to November 1, 2019, the 5.875% Senior Notes are redeemable by the Company under certain circumstances (as defined in the indenture governing the 5.875% Senior Notes), in whole at any time or in part from time to time, at a price equal to 100% of the principal amount, plus the Applicable Premium (as defined in the indenture governing the 5.875% Senior Notes). The Applicable Premium is the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the redemption amount at November 1, 2019 (see below) of the notes redeemed plus interest through November 1, 2019 (discounted at the treasury rate on the redemption date plus 50 basis points) over the principal amount of the notes redeemed on the redemption date.

(ii) On and after November 1, 2019, redeemable by the Company, in whole or in part, at the redemption prices set forth as follows (as a percentage of the principal amount redeemed), plus accrued and unpaid interest to the redemption date: (i) on or after November 1, 2019 - 104.406%; (ii) on or after November 1, 2020 - 102.938%; (iii) on or after November 1, 2021 - 101.439%; and (iv) on or after November 1, 2022 - 100%.

• 6.375% Senior Notes:

(i) Prior to February 1, 2021, the 6.375% Senior Notes are redeemable by the Company under certain circumstances (as defined in the indenture governing the 6.375% Senior Notes), in whole at any time, or in part

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

from time to time, at a price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium (as defined in the indenture governing the 6.375% Senior Notes). The Applicable Premium is the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the redemption amount at February 1, 2021 (see below) of the notes redeemed plus interest through February 1, 2021 (discounted at the treasury rate on the redemption date plus 50 basis points) over the principal amount of the notes redeemed on the redemption date.

(ii) On and after February 1, 2021, redeemable by the Company, in whole or in part, at the redemption prices set forth as follows (as a percentage of the principal amount redeemed), plus accrued and unpaid interest to the redemption date: (i) on or after February 1, 2021 - 103.188%; (ii) on or after February 1, 2022 - 101.594%; (iii) on or after February 1, 2023 - 100%.

Security. The 5.875% Senior Notes and 6.375% Senior Notes are unsubordinated, unsecured obligations of the Company.

Covenants. The 5.875% Senior Notes and 6.375% 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, 2019, the Company was in compliance with all applicable covenants.

Change in Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders all of the 5.875% Senior Notes and 6.375% Senior Notes, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the 5.875% Senior Notes and 6.375% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

Capacity to Pay Dividends

At September 30, 2019, the capacity to pay dividends under the Senior Credit Facilities and the 5.875% Senior Notes and the 6.375% Senior Notes significantly exceeded the amount of the Company's retained earnings or net loss, and therefore the Company's net loss of $59.7 million and retained earnings of $143.7 million were deemed free of restrictions at September 30, 2019.

Interest Expense

The table below sets forth the composition of the Company’s interest expense for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Interest expense
Cash interest	$	44.3	$	35.8	$	89.5	$	68.2
Amortization of debt financing costs	3.7		3.0		7.5		6.0
	48.0		38.8		97.0		74.2
Interest on dissenting shareholders' liability(1)	—		16.7		—		32.6
Total interest expense	$	48.0	$	55.5	$	97.0	$	106.8

___________________

(1) Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

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6. Leases

The Company has operating leases primarily for office space, studio facilities, and other equipment. The Company also has finance leases for a satellite transponder and the Starz commercial building. The Company's leases have remaining lease terms of up to approximately 10 years, and the Starz commercial building lease includes four successive five-year renewal periods at the Company's option. Most leases are not cancelable prior to their expiration. The expected term of the lease used for computing the lease liability and right-of-use ("ROU") asset and determining the classification of the lease as operating or financing may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company determines if an arrangement is a lease at its inception.

Operating Leases. Operating lease ROU assets, representing the Company's right to use the underlying asset for the lease term, are included in the "Other assets - non-current" line item in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. Operating lease liabilities, representing the present value of the Company's obligation to make payments over the lease term, are included in the “Accounts payable and accrued liabilities” and “Other liabilities - non-current” line items in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. The Company has entered into various short-term operating leases which have an initial term of 12 months or less. These short-term leases are not recorded on the Company's unaudited condensed consolidated balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Finance Leases. Finance lease ROU assets are included in "Property and equipment, net" and finance lease liabilities are included in the “Debt - short-term portion” and “Debt - non-current” line items in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. For finance leases, the Company recognizes interest expense on lease liabilities using the effective interest method and amortization of ROU assets on a straight-line basis over the lease term.

The present value of the lease payments is calculated using a rate implicit in the lease, when readily determinable. However, as most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of the lease payments for the majority of its leases.

Variable lease payments that are based on an index or rate are included in the measurement of ROU assets and lease liabilities at lease inception. All other variable lease payments are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities.

The components of lease cost were as follows:

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019		2019
	(Amounts in millions)
Operating lease cost(1)	$	8.5	$	16.9
Finance lease cost
Amortization of right-of-use assets	0.8		1.5
Interest on lease liabilities	0.9		1.7
Total finance lease cost	1.7		3.2
Short-term lease cost(1)(2)	20.6		50.8
Total lease cost	$	30.8	$	70.9

___________________

(1) Amounts include costs capitalized during the period for leased assets used in the production of film and television programs.

(2) Short-term lease cost primarily consists of leases of facilities and equipment associated with film and television productions.

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Supplemental cash flow information related to leases was as follows:

	Six Months Ended
	September 30,
	2019
	(Amounts in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18.1
Financing cash flows from financing leases	1.5
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	2.1

Supplemental balance sheet information related to leases was as follows:

Category	Balance Sheet Location	September 30, 2019
Operating Leases		(Amounts in millions)
Right-of-use assets	Other assets - non-current	$	146.3
Lease liabilities (current)	Accounts payable and accrued liabilities	$	29.5
Lease liabilities (non-current)	Other liabilities - non-current	144.7
		$	174.2
Finance Leases
Right-of-use assets	Property and equipment, net	$	48.7
Lease liabilities (current)	Debt - short-term portion	$	3.1
Lease liabilities (non-current)	Debt - non-current	40.8
		$	43.9

	September 30, 2019
Weighted average remaining lease term (in years):
Operating leases	6.5
Finance leases	21.6
Weighted average discount rate:
Operating leases	4.11	%
Finance leases	6.41	%

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The expected future payments relating to the Company's operating and finance lease liabilities at September 30, 2019 are as follows:

	Operating Leases			Finance Leases
	(Amounts in millions)
Six months ending March 31, 2020	$	18.1		$	3.2
Year ending March 31,
2021	35.8			6.2
2022	33.1			3.9
2023	32.4			3.9
2024	20.3			3.9
Thereafter	59.9			73.5
Total lease payments	199.6			94.6
Less imputed interest	(25.4		)	(50.7		)
Total	$	174.2		$	43.9

7. Film Obligations and Production Loans

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Film obligations	$	211.2		$	270.3
Production loans	269.7			386.4
Total film obligations and production loans	480.9			656.7
Unamortized debt issuance costs	(0.7		)	(1.0		)
Total film obligations and production loans, net	480.2			655.7
Less current portion	(343.9		)	(512.6		)
Total non-current film obligations and production loans	$	136.3		$	143.1

Film Obligations

Film obligations include minimum guarantees and accrued licensed program rights obligations, 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 4.16% to 4.85%.

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.

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LIONS GATE ENTERTAINMENT CORP.

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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 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2019 and March 31, 2019:

	September 30, 2019								March 31, 2019
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets:	(Amounts in millions)
Available-for-sale equity securities	$	0.8	$	—		$	0.8		$	1.2	$	—		$	1.2
Forward exchange contracts (see Note 17)	—		1.6			1.6			—		1.5			1.5
Liabilities:
Forward exchange contracts (see Note 17)	—		(0.7		)	(0.7		)	—		(0.6		)	(0.6		)
Interest rate swaps (see Note 17)	—		(130.3		)	(130.3		)	—		(63.6		)	(63.6		)

The following table sets forth the carrying values and fair values of the Company’s outstanding debt at September 30, 2019 and March 31, 2019:

	September 30, 2019				March 31, 2019
	(Amounts in millions)
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 2)				(Level 2)
Liabilities(1):
Term Loan A	$	716.6	$	724.9	$	733.3	$	742.5
Term Loan B	1,086.2		1,098.5		1,091.2		1,088.1
5.875% Senior Notes	504.0		534.3		502.8		534.3
6.375% Senior Notes	542.8		578.9		541.4		576.1
Production loans	269.0		269.7		385.4		386.4

________________

(1) The Company measures the fair value of its outstanding debt using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, swap rates, and credit ratings (Level 2 measurements).

The Company’s financial instruments also include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, other liabilities, borrowings under the Revolving Credit Facility, if any, and finance lease obligations. The carrying values of these financial instruments approximated the fair values at September 30, 2019 and March 31, 2019.

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. Noncontrolling Interests

Redeemable Noncontrolling Interests

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

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Beginning balance	$	127.7		$	101.8
Initial fair value of redeemable noncontrolling interest of 3 Arts Entertainment	—			15.8
Net loss attributable to redeemable noncontrolling interests	(7.4		)	(7.4		)
Noncontrolling interests discount accretion	12.7			9.4
Adjustments to redemption value	12.8			15.0
Cash distributions	(3.4		)	(1.5		)
Ending balance	$	142.4		$	133.1

Redeemable noncontrolling interests (included in temporary equity on the unaudited condensed consolidated balance sheets) relate to the November 12, 2015 acquisition of a controlling interest in Pilgrim Media Group and the May 29, 2018 acquisition of a controlling interest in 3 Arts Entertainment.

Redeemable noncontrolling interests are 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 if applicable, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of amortized noncontrolling interest discount, less the amount of cash distributions that are not accounted for as compensation, if any. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to redeemable noncontrolling interest and a charge to retained earnings.

Other Noncontrolling Interests

The Company has other noncontrolling interests that are not redeemable. These noncontrolling interests primarily relate to Pantaya (a joint venture between the Company and Hemisphere Media Group), a premium Spanish-language streaming service in which the Company owns a controlling interest.

10. Revenue

The Company's Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international market places. The Company's Media Networks segment generates revenue primarily from the distribution of the Company's STARZ branded premium subscription video services and, to a lesser extent, direct-to-consumer content streaming services.

Revenue by Segment, Market or Product Line

The table below presents revenues by segment, market or product line for the three and six months ended September 30, 2019 and 2018:

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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,
	2019			2018			2019			2018
	(Amounts in millions)
Revenue by Type:
Motion Picture
Theatrical	$	85.7		$	69.1		$	207.5		$	119.5
Home Entertainment
Digital Media	113.3			85.1			196.6			171.3
Packaged Media	65.2			64.5			121.6			141.0
Total Home Entertainment	178.5			149.6			318.2			312.3
Television	38.3			70.9			103.1			132.8
International	93.2			82.2			160.6			149.6
Other	10.1			7.2			14.2			30.1
Total Motion Picture revenues	$	405.8		$	379.0		803.6			744.3
Television Production
Television	185.5			85.1			382.3			302.9
International	39.0			21.8			95.8			58.8
Home Entertainment
Digital Media	31.7			27.0			37.5			43.3
Packaged Media	0.2			1.6			1.6			3.4
Total Home Entertainment	31.9			28.6			39.1			46.7
Other	17.6			16.6			36.6			23.1
Total Television Production revenues	274.0			152.1			553.8			431.5
Media Networks - Programming Revenues
Domestic(1)	369.6			377.0			738.9			731.8
International	4.4			0.3			7.5			0.4
	374.0			377.3			746.4			732.2
Intersegment eliminations	(70.3		)	(7.4		)	(156.7		)	(74.4		)
Total revenues	$	983.5		$	901.0		$	1,947.1		$	1,833.6

___________________

(1) Media Networks domestic revenues include revenue from the Company's legacy Streaming Services product line of $7.7 million and $14.1 million in the three and six months ended September 30, 2019, respectively (2018 - $3.6 million and $7.3 million).

Remaining Performance Obligations

Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized and the cash received in the future (i.e., backlog). Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2019 are as follows:

	Rest of Year Ending March 31, 2020		Year Ending March 31,
			2021		2022		Thereafter		Total
	(Amounts in millions)
Remaining Performance Obligations	$	721.3	$	419.8	$	151.5	$	223.1	$	1,515.7

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The above table does not include estimates of variable consideration for transactions involving sales or usage-based royalties in exchange for licenses of intellectual property. The revenues included in the above table include all fixed fee contracts regardless of duration.

Revenues of $50.1 million and $115.0 million, including variable and fixed fee arrangements, were recognized during the three and six months ended September 30, 2019, respectively, from performance obligations satisfied prior to March 31, 2019. These revenues were primarily associated with the distribution of television and theatrical product in electronic sell-through and video-on-demand formats, and to a lesser extent, the distribution of theatrical product in the domestic and international markets related to films initially released in prior periods.

Contract Assets and Deferred Revenue

The timing of revenue recognition, billings and cash collections affects the recognition of accounts receivable, contract assets and deferred revenue. At September 30, 2019 and March 31, 2019, accounts receivable, contract assets and deferred revenue are as follows:

Item	Balance Sheet Location	September 30, 2019		March 31, 2019		Addition (Reduction)
		(Amounts in millions)
Accounts receivable, net - current	Accounts receivable, net	$	664.2	$	647.2	$	17.0
Accounts receivable, net - non-current	Other assets - non-current	148.6		176.1		(27.5		)
Contract asset - current	Other assets - current(1)	16.6		97.3		(80.7		)
Contract asset - non-current	Other assets - non-current(1)	14.0		72.1		(58.1		)
Deferred revenue - current	Deferred revenue - current	117.3		146.5		(29.2		)
Deferred revenue - non-current	Deferred revenue - non-current	67.3		62.8		4.5

__________________

(1) Included in prepaid expenses and other.

Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Amounts relate primarily to contractual payment holdbacks in cases in which the Company is required to deliver additional episodes or seasons of television content in order to receive payment, complete certain administrative activities, such as guild filings, or allow the Company's customers' audit rights to expire. The change in balance of contract assets is primarily due to the satisfaction of the condition related to payment holdbacks.

Deferred revenue relates primarily to customer cash advances or deposits received prior to when the Company satisfies the corresponding performance obligation. Revenues of $32.4 million and $99.8 million were recognized during the three and six months ended September 30, 2019, respectively, related to the balance of deferred revenue at March 31, 2019.

25

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. Net Income (Loss) Per Share

Basic net income (loss) per share is calculated based on the weighted average common shares outstanding for the period. Basic net income (loss) per share for the three and six months ended September 30, 2019 and 2018 is presented below:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2019		2018			2019			2018
	(Amounts in millions, except per share amounts)
Basic Net Income (Loss) Per Common Share:
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8	$	(144.1	)	$	(52.2	)	$	(151.9	)
Denominator:
Weighted average common shares outstanding	217.5		213.6			216.8			212.7
Basic net income (loss) per common share	$	0.01	$	(0.67	)	$	(0.24	)	$	(0.71	)

Diluted net income (loss) per common share reflects share purchase options, including equity-settled share appreciation rights ("SARs"), restricted share units ("RSUs") and restricted stock using the treasury stock method when dilutive, and any contingently issuable shares when dilutive. Diluted net income (loss) per common share for the three and six months ended September 30, 2019 and 2018 is presented below:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2019		2018			2019			2018
	(Amounts in millions, except per share amounts)
Diluted Net Income (Loss) Per Common Share:
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8	$	(144.1	)	$	(52.2	)	$	(151.9	)
Denominator:
Weighted average common shares outstanding	217.5		213.6			216.8			212.7
Effect of dilutive securities:
Share purchase options	0.3		—			—			—
Restricted share units and restricted stock	0.2		—			—			—
Contingently issuable shares	1.8		—			—			—
Adjusted weighted average common shares outstanding	219.8		213.6			216.8			212.7
Diluted net income (loss) per common share	$	0.01	$	(0.67	)	$	(0.24	)	$	(0.71	)

As a result of the net loss in the six months ended September 30, 2019 and the three and six months ended September 30, 2018, the dilutive effect of the share purchase options, restricted share units and restricted stock, and contingently issuable shares were considered anti-dilutive and, therefore, excluded from diluted net loss per share. The weighted average anti-dilutive shares excluded from the calculation due to the net loss for the six months ended September 30, 2019 totaled 3.2 million (three and six months ended September 30, 2018 - 8.3 million and 8.2 million, respectively).

26

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, for the three and six months ended September 30, 2019 and 2018, the outstanding common shares issuable presented below were excluded from diluted net income (loss) per common share because their inclusion would have had an anti-dilutive effect regardless of net income or loss in the period.

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
	(Amounts in millions)
Anti-dilutive shares issuable
Share purchase options	31.1	20.4	30.2	19.5
Restricted share units	3.3	0.9	2.4	0.7
Other issuable shares	3.9	1.3	3.0	1.2
Total weighted average anti-dilutive shares issuable excluded from diluted net income (loss) per common share	38.3	22.6	35.6	21.4

12. Capital Stock

(a) Common Shares

The Company had 500 million authorized Class A voting shares and 500 million authorized Class B non-voting shares at September 30, 2019 and March 31, 2019. The table below outlines common shares reserved for future issuance:

	September 30, 2019	March 31, 2019
	(Amounts in millions)
Stock options and equity-settled SARs outstanding	38.9	34.6
Restricted stock and restricted share units — unvested	4.1	2.0
Common shares available for future issuance	8.2	6.7
Shares reserved for future issuance	51.2	43.3

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(b) Share-based Compensation

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2019, and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Compensation Expense:
Stock options	$	5.2		$	6.7		$	8.8		$	13.5
Restricted share units and other share-based compensation	8.5			7.2			13.3			13.9
Share appreciation rights	0.8			1.2			1.7			2.8
	14.5			15.1			23.8			30.2
Impact of accelerated vesting on equity awards(1)	—			—			0.3			—
Total share-based compensation expense	$	14.5		$	15.1		$	24.1		$	30.2
Tax impact(2)	(3.1		)	(3.4		)	(5.1		)	(6.9		)
Reduction in net income	$	11.4		$	11.7		$	19.0		$	23.3

___________________

(1) Represents the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

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

Share-based compensation expense, by expense category, consisted of the following:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Share-Based Compensation Expense:
Direct operating	$	0.3	$	0.3	$	0.4	$	0.5
Distribution and marketing	0.1		0.1		0.2		0.1
General and administration	14.1		14.7		23.2		29.6
Restructuring and other	—		—		0.3		—
	$	14.5	$	15.1	$	24.1	$	30.2

The following table sets forth the stock option, equity-settled SARs, cash-settled SARs, restricted stock and restricted share unit activity during the six months ended September 30, 2019:

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LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Stock Options, Equity-settled and Cash-settled SARs							Restricted Stock and Restricted Share Units
	Class A Voting Shares			Class B Non-Voting Shares				Class A Voting Shares				Class B Non-Voting Shares
	Number of Shares		Weighted-Average Exercise Price	Number of Shares			Weighted-Average Exercise Price	Number of Shares			Weighted-Average Grant-Date Fair Value	Number of Shares		Weighted-Average Grant-Date Fair Value
	(Number of shares in millions)
Outstanding at March 31, 2019	8.4		$26.70	26.2			$20.72	0.1			$25.68	1.9		$24.24
Granted	—		—	7.1		(2)	$12.44	—		(1)	$11.01	2.8		$12.45
Options exercised or restricted stock or RSUs vested	—		—	(0.1	)		$10.50	(0.1	)		$26.24	(0.4	)	$23.34
Forfeited or expired	(0.9	)	$30.41	(1.8	)		$25.49	—		(1)	$19.58	(0.2	)	$22.44
Outstanding at September 30, 2019	7.5		$26.28	31.4			$18.57	—		(1)	$15.33	4.1		$16.51

__________________

(1) Represents less than 0.1 million shares.

(2) During the six months ended September 30, 2019, the Company granted 3.3 million cash-settled share-appreciation rights ("CSARs"). The CSARs are revalued each reporting period until settlement using a closed-form option pricing model (Black Scholes).

(c) Other

In connection with an amendment of an affiliation agreement with a customer and effective upon the close of the Starz merger (December 8, 2016), Lionsgate agreed to issue to the customer three $16.67 million annual installments of equity (or cash at the Company's election). The total value of the contract of $50 million was amortized as a reduction of revenue over the period from December 8, 2016 to August 31, 2019. During the year ended March 31, 2019, Lionsgate issued to the customer 0.4 million Class A voting shares valued at $8.3 million and 0.5 million Class B voting shares valued at $8.3 million (2018 - 0.3 million Class A voting shares valued at $8.3 million and 0.3 million Class B non-voting shares valued at $8.3 million).

29

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Income Taxes

For the three and six months ended September 30, 2019 and 2018, the Company determined that a small change in its estimated pretax results for the years ending March 31, 2020 and 2019, respectively, 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 benefit (provision) using the cut-off method, which reflects the actual taxes attributable to year-to-date earnings or losses.

The Company's income tax benefit (provision) differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates and changes in the valuation allowance against the Company's deferred tax assets. In addition, the Company's income tax expense was impacted by certain minimum taxes imposed by the Tax Cuts and Jobs Act (the "Tax Act").

The Company's income tax benefit (provision) can be 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, further interpretation and legislative guidance regarding the Tax Act, changes in valuation allowances against its deferred tax assets, tax planning strategies available to the Company, and other discrete items.

14. Restructuring and Other

Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable, and were as follows for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Restructuring and other:
Severance(1)
Cash	$	2.2	$	2.9	$	5.9	$	3.7
Accelerated vesting on equity awards (see Note 12)	—		—		0.3		—
Total severance costs	2.2		2.9		6.2		3.7
Transaction and related costs(2)	5.4		12.1		6.9		21.9
	$	7.6	$	15.0	$	13.1	$	25.6

_______________________

(1) Severance costs in the three and six months ended September 30, 2019 and 2018 were primarily related to restructuring activities in connection with recent acquisitions, and other cost-saving initiatives.

(2) Transaction and related costs in the three and six months ended September 30, 2019 and 2018 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. In the three and six months ended September 30, 2018, these costs were primarily related to the legal fees associated with the Starz class action lawsuits and other matters, and to a lesser extent, costs related to the acquisition of 3 Arts Entertainment and other strategic transactions.

Changes in the restructuring and other severance liability were as follows for the six months ended September 30, 2019 and 2018:

30

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Severance liability
Beginning balance	$	21.2		$	14.7
Accruals	5.9			3.7
Severance payments	(18.8		)	(11.4		)
Ending balance(1)	$	8.3		$	7.0

_______________________

(1) As of September 30, 2019, the remaining severance liability of approximately $8.3 million is expected to be paid in the next 12 months.

15. Segment Information

The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company's internal management structure, and the financial information that is evaluated regularly by the Company's chief operating decision maker.

The Company has three reportable business segments: (1) Motion Picture, (2) Television Production and (3) Media Networks.

Motion Picture. Motion Picture 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. 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. Television Production includes the licensing of Starz original series productions to Starz Networks and STARZPLAY International, and the ancillary market distribution of Starz original productions and licensed product. Additionally, the results of operations of 3 Arts Entertainment is included in the Television Production segment from the acquisition date of May 29, 2018 (see Note 2).

Media Networks. Media Networks consists of the following product lines (i) Starz Networks, which includes the domestic licensing of premium subscription video programming to distributors, and on a direct-to-consumer basis (ii) STARZPLAY International, which represents revenues primarily from the OTT distribution of the Company's STARZ branded premium subscription video services internationally and (iii) Streaming Services, which represents the Lionsgate legacy start-up direct to consumer streaming services on its SVOD platforms.

In the ordinary course of business, the Company's reportable segments enter into transactions with one another. The most common types of intersegment transactions include licensing motion pictures or television programming (including Starz original productions) from the Motion Picture and Television Production segments to the Media Networks segment. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses, assets, or liabilities recognized by the segment that is the counterparty to the transaction) are eliminated in consolidation and, therefore, do not affect consolidated results.

31

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment information is presented in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Segment revenues
Motion Picture	$	405.8		$	379.0		$	803.6		$	744.3
Television Production	274.0			152.1			553.8			431.5
Media Networks	374.0			377.3			746.4			732.2
Intersegment eliminations	(70.3		)	(7.4		)	(156.7		)	(74.4		)
	$	983.5		$	901.0		$	1,947.1		$	1,833.6
Intersegment revenues
Motion Picture	$	5.7		$	2.2		$	10.1		$	4.3
Television Production	64.0			5.2			145.4			70.0
Media Networks	0.6			—			1.2			0.1
	$	70.3		$	7.4		$	156.7		$	74.4
Gross contribution
Motion Picture	$	76.8		$	38.9		$	109.7		$	117.7
Television Production	19.7			20.4			54.4			46.1
Media Networks	124.7			147.4			205.6			261.6
Intersegment eliminations	2.2			9.1			0.5			(2.3		)
	$	223.4		$	215.8		$	370.2		$	423.1
Segment general and administration
Motion Picture	$	25.8		$	26.0		$	51.1		$	52.8
Television Production	7.1			11.0			16.8			21.5
Media Networks	20.1			24.7			40.4			50.3
	$	53.0		$	61.7		$	108.3		$	124.6
Segment profit
Motion Picture	$	51.0		$	12.9		$	58.6		$	64.9
Television Production	12.6			9.4			37.6			24.6
Media Networks	104.6			122.7			165.2			211.3
Intersegment eliminations	2.2			9.1			0.5			(2.3		)
	$	170.4		$	154.1		$	261.9		$	298.5

The Company's primary measure of segment performance is segment profit. Segment profit is defined as gross contribution (revenues, less direct operating and distribution and marketing expense) less segment general and administration expenses. Segment profit excludes corporate general and administrative expense, restructuring and other costs, share-based compensation other than annual bonuses granted in immediately vested stock awards when applicable, certain programming and content charges as a result of management changes and associated changes in strategy, when applicable, and purchase accounting and related adjustments, when applicable. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enables them to understand the fundamental performance of the Company's businesses. Media Networks gross contribution and segment profit for the three and six months ended September 30, 2019 includes a benefit of $43.7 million and $36.7 million, respectively, in direct operating expenses associated with the modification of a content licensing arrangement net of amortization for related changes in content availability and air dates.

The reconciliation of total segment profit to the Company’s income (loss) before income taxes is as follows:

32

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Company’s total segment profit	$	170.4		$	154.1		$	261.9		$	298.5
Corporate general and administrative expenses	(25.4		)	(25.3		)	(49.5		)	(52.8		)
Adjusted depreciation and amortization(1)	(10.2		)	(10.0		)	(21.1		)	(20.3		)
Restructuring and other(2)	(7.6		)	(15.0		)	(13.1		)	(25.6		)
Adjusted share-based compensation expense(3)	(14.5		)	(15.1		)	(23.8		)	(30.2		)
Purchase accounting and related adjustments(4)	(55.1		)	(49.6		)	(100.1		)	(92.4		)
Operating income	57.6			39.1			54.3			77.2
Interest expense	(48.0		)	(55.5		)	(97.0		)	(106.8		)
Shareholder litigation settlements(5)	—			(114.1		)	—			(114.1		)
Interest and other income	2.2			3.0			5.0			6.1
Other expense	(3.8		)	—			(6.1		)	—
Loss on investments	(0.4		)	(36.1		)	(0.3		)	(37.0		)
Equity interests loss	(3.2		)	(11.7		)	(11.1		)	(17.8		)
Income (loss) before income taxes	$	4.4		$	(175.3	)	$	(55.2	)	$	(192.4	)

___________________

(1) Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Depreciation and amortization	$	50.9		$	40.8		$	91.2		$	81.1
Less: Amount included in purchase accounting and related adjustments	(40.7		)	(30.8		)	(70.1		)	(60.8		)
Adjusted depreciation and amortization	$	10.2		$	10.0		$	21.1		$	20.3

(2) Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable (see Note 14).

(3) The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019			2018
					(Amounts in millions)
Total share-based compensation expense	$	14.5	$	15.1	$	24.1		$	30.2
Less:
Amount included in restructuring and other(i)	—		—		(0.3		)	—
Adjusted share-based compensation	$	14.5	$	15.1	$	23.8		$	30.2

(i) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

(4) Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are

33

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Purchase accounting and related adjustments:
Direct operating	$	1.0	$	5.6	$	2.5	$	13.6
General and administrative expense	13.4		13.2		27.5		18.0
Depreciation and amortization	40.7		30.8		70.1		60.8
	$	55.1	$	49.6	$	100.1	$	92.4

(5) Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

See Note 10 for revenues by media or product line as broken down by segment for the three and six months ended September 30, 2019 and 2018.

The following table reconciles segment general and administration expense to the Company's total consolidated general and administration expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
General and administration
Segment general and administrative expenses	$	53.0	$	61.7	$	108.3	$	124.6
Corporate general and administrative expenses	25.4		25.3		49.5		52.8
Share-based compensation expense included in general and administrative expense	14.1		14.8		23.2		29.7
Purchase accounting and related adjustments	13.4		13.2		27.5		18.0
	$	105.9	$	115.0	$	208.5	$	225.1

The reconciliation of total segment assets to the Company’s total consolidated assets is as follows:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Assets
Motion Picture	$	1,596.6	$	1,694.5
Television Production	1,441.2		1,394.2
Media Networks	4,666.5		4,850.3
Other unallocated assets(1)	522.1		469.9
	$	8,226.4	$	8,408.9

_____________________

(1) Other unallocated assets primarily consist of cash, other assets and investments.

34

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16. Contingencies

From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business.

The Company establishes an accrued liability for claims and legal proceedings when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.

Due to the inherent difficulty of predicting the outcome of claims and legal proceedings, the Company often cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, if any, related to each pending matter may be. Accordingly, at this time, the Company has determined a loss related to these matters in excess of accrued liabilities is reasonably possible, however a reasonable estimate of the possible loss or range of loss cannot be made at this time.

Insurance Litigation

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 (the "Fiduciary Litigation"). On August 22, 2018, the parties to the Fiduciary Litigation reached an agreement in principle providing for the settlement of the Fiduciary Litigation on the terms and conditions set forth in an executed term sheet. On October 9, 2018, the parties to the Litigation executed a stipulation of settlement, which was filed with the court (the "Stipulation"). The Stipulation provided for, among other things, the final dismissal of the Fiduciary Litigation in exchange for a settlement payment made in the amount of $92.5 million, of which $37.8 million was reimbursed by insurance. The Fiduciary Litigation settlement was approved by the Court of Chancery of the State of Delaware and the settlement amount and insurance reimbursement discussed above were paid during the quarter ended December 31, 2018. The Company is continuing to seek additional insurance reimbursement, including pursuant to a lawsuit submitted by the Company on November 7, 2018 against certain insurers.

On November 5, 2018, an insurer that entered into an agreement and contributed $10.0 million to the Company's aggregate insurance reimbursement filed a lawsuit seeking declaratory judgment for reimbursement of its agreed upon payment. The Company believes the lawsuit to be without merit and intends to vigorously defend it.

17. Derivative Instruments and Hedging Activities

Forward Foreign Exchange Contracts

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 (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. Changes in the fair value of the foreign exchange contracts that are designated as hedges are reflected in accumulated other comprehensive income (loss), and changes in the fair value of foreign exchange contracts that are not designated as hedges and do not qualify for hedge accounting are recorded in direct operating expense. Gains and losses realized upon settlement of the foreign exchange contracts that are designated as hedges are amortized to direct operating expense on the same basis as the production expenses being hedged.

As of September 30, 2019, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 22 months from September 30, 2019):

35

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

September 30, 2019
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£6.7	in exchange for		$7.3	£0.92
Canadian Dollar		C$27.3	in exchange for		$21.3	C$1.28
Australian Dollar		A$3.5	in exchange for		$2.8	A$1.25

Interest Rate Swaps

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows. The Company primarily uses pay-fixed interest rate swaps to facilitate its interest rate risk management activities, which the Company designates as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in accumulated other comprehensive income (loss) and recognized in interest expense as the interest payments occur.

As of September 30, 2019 and March 31, 2019, the total notional amount of the Company’s pay-fixed interest rate swaps was $1.7 billion and $1.7 billion, respectively.

The major terms of the Company's interest rate swap agreements as of September 30, 2019 are as follows (all related to the Company's LIBOR-based debt, see Note 5):

Effective Date	Notional Amount (in millions)		Fixed Rate Paid	Maturity Date
May 23, 2018		$1,000.0	2.915%	March 24, 2025
June 25, 2018		$200.0	2.723%	March 23, 2025
July 31, 2018		$300.0	2.885%	March 23, 2025
December 24, 2018		$50.0	2.744%	March 23, 2025
December 24, 2018		$100.0	2.808%	March 23, 2025
December 24, 2018		$50.0	2.728%	March 23, 2025

The following table presents the effect, net of tax, of the Company's derivatives on the accompanying consolidated statements of operations and comprehensive loss for the three and six months ended September 30, 2019 and 2018:

36

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts
Gain recognized in accumulated other comprehensive income (loss)	$	—		$	0.4		$	—		$	0.4
Gain reclassified from accumulated other comprehensive income (loss) into direct operating expense	$	0.4		$	0.1		$	1.6		$	0.2
Interest rate swap agreements
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	(20.9	)	$	12.2		$	(66.7	)	$	5.4
Loss reclassified from accumulated other comprehensive income (loss) into interest expense	(2.7		)	(2.9		)	(4.4		)	(3.9		)
Derivatives not designated as cash flow hedges:
Forward exchange contracts
Loss recognized in direct operating expense	$	—		$	—		$	—		$	(0.7	)
Total direct operating expense on consolidated statements of operations	$	499.4		$	463.2		$	1,067.4		$	993.2
Total interest expense on consolidated statements of operations(1)	$	48.0		$	38.8		$	97.0		$	74.2

________________

(1)Represents interest expense before interest on dissenting shareholders' liability.

The Company classifies its forward foreign exchange contracts and interest rate swap agreements within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (see Note 8). As of September 30, 2019 and March 31, 2019, the Company had the following amounts recorded in the accompanying consolidated balance sheets related to the Company's use of derivatives:

37

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	September 30, 2019
	Other Current Assets		Accounts Payable and Accrued Liabilities		Other Non-Current Liabilities
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts	$	1.6	$	0.7	$	—
Interest rate swap agreements	—		—		130.3
Fair value of derivatives	$	1.6	$	0.7	$	130.3

	March 31, 2019
	Other Current Assets		Accounts Payable and Accrued Liabilities		Other Non-Current Liabilities
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts	$	1.5	$	0.6	$	—
Interest rate swap agreements	—		—		63.6
Fair value of derivatives	$	1.5	$	0.6	63.6

As of September 30, 2019, based on the current release schedule, the Company estimates approximately $0.7 million of gains associated with forward foreign exchange contract cash flow hedges in accumulated other comprehensive loss will be reclassified into earnings during the one-year period ending September 30, 2020.  

As of September 30, 2019, the Company estimates approximately $20.8 million of losses recorded in accumulated other comprehensive loss associated with interest rate swap agreement cash flow hedges will be reclassified into interest expense during the one-year period ending September 30, 2020.  

38

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

18. Additional Financial Information

The following tables present supplemental information related to the unaudited condensed consolidated financial statements.

Other Assets

The composition of the Company’s other assets is as follows as of September 30, 2019 and March 31, 2019:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Other current assets
Prepaid expenses and other	$	69.7	$	150.6
Product inventory	19.0		19.9
Tax credits receivable	90.3		96.7
	$	179.0	$	267.2
Other non-current assets
Prepaid expenses and other	$	45.6	$	109.2
Accounts receivable	148.6		176.1
Tax credits receivable	176.6		150.8
Operating lease right-of-use assets	146.3		—
	$	517.1	$	436.1

Accounts Receivable Monetization

The Company has entered into agreements to monetize certain of its trade accounts receivable directly with third-party purchasers. The third-party purchasers have no recourse to other assets of the Company in the event of non-payment by the customers. Upon transfer of the receivables, the Company receives cash proceeds from the third-party purchaser, and the Company continues to service the receivables for the purchasers. The Company accounts for the transfers of these receivables as a sale, and classifies the proceeds as cash flows from operating activities in the statement of cash flows. During the three and six months ended September 30, 2019, the Company monetized trade accounts receivable with a carrying value of $455.9 million and $830.4 million, respectively, with third-party purchasers, which were derecognized from the Company's unaudited condensed consolidated balance sheet, in exchange for net cash proceeds of $452.1 million and $824.3 million, respectively. The amount of proceeds received is based on the present value of the timing of the payment of the underlying trade accounts receivable transferred discounted at an average rate which is lower than the Company’s average borrowing rate under its revolving credit facility. The Company recorded a loss of $3.8 million and $6.1 million in the three and six months ended September 30, 2019, respectively, which is included in the "other expense" line item on the unaudited condensed consolidated statement of operations. The Company receives fees for servicing the accounts receivable for the purchasers, which represent the fair value of the services and were immaterial for the three and six months ended September 30, 2019. At September 30, 2019, the outstanding amount of receivables derecognized from the Company's unaudited condensed consolidated balance sheets, but which the Company continues to service, was $511.9 million (March 31, 2019 - $350.6 million).

39

LIONS GATE ENTERTAINMENT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss, net of tax:

	Foreign currency translation adjustments			Net unrealized loss on cash flow hedges			Total
	(Amounts in millions)
March 31, 2019	$	(18.2	)	$	(62.1	)	$	(80.3	)
Other comprehensive income (loss)	1.4			(66.7		)	(65.3		)
September 30, 2019	$	(16.8	)	$	(128.8	)	$	(145.6	)

Cash, Cash Equivalents and Restricted Cash

There was no restricted cash in the unaudited condensed consolidated balance sheets as of September 30, 2019 or March 31, 2019.

Supplemental Cash Flow Information

The supplemental schedule of non-cash investing and financing activities is presented below:

	Six Months Ended September 30,
	2019		2018
	(Amounts in millions)
Non-cash investing activities:
Common shares related to business acquisitions (see Note 2)	$	28.1	$	83.7
Non-cash financing activities:
Accrued dividends	$	—	$	19.4

40

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” “Lions Gate,” “we,” “us” or “our”) is a global content leader whose films, television series, digital products and linear and over-the-top platforms reach next generation audiences around the world. In addition to our filmed entertainment leadership, Lionsgate content drives a growing presence in interactive and location-based entertainment, video games, esports and other new entertainment technologies. Lionsgate's content initiatives are backed by a nearly 17,000-title film and television library and delivered through a global sales and licensing infrastructure. We classify our operations through three reporting segments: Motion Picture, Television Production, and Media Networks (see further discussion below).

Revenues

Our revenues are derived from the Motion Picture, Television Production and Media Networks 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, 2019 and 2018.

Motion Picture

Our Motion Picture segment 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.

• 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 (pay-per-view and video-on-demand platforms, electronic sell through, and digital rental). 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.

• 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 (1) licensing of our productions, acquired films, our catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis; and (2) the direct distribution of our productions, acquired films, and our catalog product and libraries of acquired titles in the United Kingdom.

• Other. Other revenues are derived from, among others, the licensing of our film and television and related content (games, music, location-based entertainment royalties, etc.) to other ancillary markets.

Television Production

Our Television Production segment includes revenues derived from the following.

• Television. Television revenues are derived from the licensing to domestic markets (linear pay, basic cable, free television markets, syndication) of scripted and unscripted series, television movies, mini-series and non-fiction programming. Television revenues include fixed fee arrangements as well as arrangements in which the Company earns advertising revenue from the exploitation of certain content on television networks. Television revenues also include revenue from licenses to subscription-video-on-demand ("SVOD") platforms in which the initial license of a television series is to an SVOD platform.

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

41

• 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.

• Other. Other revenues are derived from, among others, the licensing of our television programs to other ancillary markets, the sales and licensing of music from the television broadcasts of our productions, and from commissions earned and executive producer fees related to talent management.

Media Networks

Our Media Networks segment includes revenues derived from the following:

• Starz Networks. Starz Networks’ revenues are derived from the domestic distribution of our STARZ branded premium subscription video services pursuant to affiliation agreements with U.S. multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies, and over-the-top ("OTT") (collectively, “Distributors”), and on a direct-to-consumer basis.

• STARZPLAY International. STARZPLAY International revenues are primarily derived from OTT distribution of the Company's STARZ branded premium subscription video services internationally.

• Streaming Services. Streaming services revenues are derived from the Lionsgate legacy start-up direct to consumer streaming services on SVOD platforms.

Expenses

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

Direct operating expenses include amortization of film and television production or acquisition costs, amortization of programming production or acquisition costs and programming related salaries, 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 Screen Actors Guild - American Federation of Television and Radio Artists, 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. Marketing costs for Media Networks includes advertising, consumer marketing, distributor marketing support and other marketing costs. In addition, distribution and marketing costs includes our Media Networks segment operating costs for the direct-to-consumer service, transponder expenses and maintenance and repairs.

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 of 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. 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

42

1 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 23, 2019.

Accounting for Films and Television Programs and Program Rights. 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 the 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 film 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, in the normal course of our business, some films and titles are more successful or less successful than anticipated. 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 a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. Management estimates the ultimate revenue based on experience with similar titles or title genre, the general public appeal of the cast, audience test results when available, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change.

An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are included in amortization expense within direct operating expenses in our consolidated statements of operations. 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, whether released or unreleased, 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 DCF methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue as discussed above, 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.

Program rights for films and television programs (including original series) exhibited by the Media Networks segment are generally amortized on a title-by-title or episode-by-episode basis over the anticipated number of exhibitions or license period. We estimate the number of exhibitions based on the number of exhibitions allowed in the agreement and the expected usage of the content. Certain other program rights are amortized to expense on a straight-line basis over the respective lives of the agreements. Programming rights may include rights to more than one exploitation window under output and library agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window which generally results in the majority of the cost allocated to the first window on newer releases. Programming costs vary due to the number of airings and cost of our original series, the number of films licensed and the cost per film paid under our output and library programming agreements.

The cost of the Media Networks' segments produced original content generally represents the license fees charged from the Television Production segment which are eliminated in consolidation. The amount associated with the pay television market is reclassified to program rights when the program is aired and the portion attributable to the ancillary markets remains in investment in films and television programs. The cost of the Media Networks’ third-party licensed content is allocated between the pay television market distributed by the Media Networks’ segment and the ancillary revenue markets (e.g., home video, digital platforms, international television, etc.) distributed by the Television Production segment based on the estimated relative

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fair values of these markets. Estimates of fair value for the pay television and ancillary markets involve uncertainty as well as estimates of ultimate revenue. All the costs of programming produced by the Television Production segment are included in investment in films and television programs and program rights, net and are classified as long term. Amounts included in program rights, other than internally produced programming, that are expected to be amortized within a year from the balance sheet date are classified as short-term.

Changes in management’s estimate of the anticipated exhibitions of films and original series on our networks could result in the earlier recognition of our programming costs than anticipated. Conversely, scheduled exhibitions may not capture the appropriate usage of the program rights in current periods which would lead to the write-off of additional program rights in future periods and may have a significant impact on our future results of operations and our financial position.

Revenue Recognition. Our Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international market places. Our Media Networks segment generates revenue primarily from the distribution of our STARZ branded premium subscription video services and, to a lesser extent, direct-to-consumer content streaming services.

Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. Our fixed fee or minimum guarantee licensing arrangements in the television, digital media and international markets may, in some cases, include multiple titles, multiple license periods (windows) with a substantive period in between the windows, rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content.

Sales or usage based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. When we license intellectual property that does not have stand-alone functionality (e.g., brands, themes, logos, etc.), our performance obligation is generally satisfied in the same period as the sale or usage. The actual amounts due to us under these arrangements are generally not reported to us until after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods.

Revenue from the theatrical release of feature films are treated as sales or usage-based royalties and recognized starting at the exhibition date and based on our participation in box office receipts of the theatrical exhibitor.

Digital media revenue sharing arrangements are recognized as sales or usage based royalties.

Revenue from the sale of physical discs (DVDs, Blu-ray or 4K Ultra HD), referred to as "Packaged Media", 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).

Revenue from commissions are recognized as such services are provided.

Media Networks revenues may be based on a fixed fee, subject to nominal annual escalations, or a variable fee (i.e., a fee based on number of subscribers who receive our networks or other factors). Media Networks programming revenue is recognized over the contract term based on the continuous delivery of the content to the distributor. The variable distribution fee arrangements represent sales or usage based royalties and are recognized over the period of such sales or usage by the Company's distributor, which is the same period that the content is provided to the distributor. Payments to distributors for marketing support costs for which Starz receives a discrete benefit are recorded as distribution and marketing costs.

Sales Returns Allowance. Revenues are recorded net of estimated returns and other allowances. We estimate reserves for Packaged Media 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

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title-by-title basis in each of the Packaged Media 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 $0.9 million and $1.7 million on our total revenue in the three and six months ended September 30, 2019, respectively (2018 - $1.0 million and $2.1 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 is recorded in direct operating expenses.

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 in these jurisdictions. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not on a jurisdiction by jurisdiction basis; 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 in each of the jurisdictions which have these deferred tax assets. However, the assessment as to whether there will be sufficient taxable income in a jurisdiction to realize our net deferred tax assets in that jurisdiction 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 in a particular jurisdiction, we may need to record a valuation allowance for all or a portion of our deferred tax assets through a charge to our income tax provision. As of September 30, 2019, we have a valuation allowance of $404.8 million against certain U.S. and foreign deferred tax assets that may not be realized on a more likely than not basis.

Our quarterly income tax benefit (provision) 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 benefit (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 benefit (provision) during the quarter in which the change in estimate occurs so that the year-to-date income tax benefit (provision) reflects the expected annual effective tax rate. Significant judgment is required in determining our expected 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 quarters ended September 30, 2019 and 2018, we calculate the income tax benefit (provision) using the cut-off method.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into law, making significant changes to the taxation of U.S. business entities. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, imposed a one-time transition tax in connection with the move from a worldwide tax system to a territorial tax system, provided for accelerated deductions for certain U.S. film production costs, imposed limitations on certain tax deductions such as executive compensation in future periods, and included numerous other provisions.

Our effective tax rates differ from the federal statutory rate and are affected by many factors, including the overall level of pre-tax income (loss), mix of our pre-tax income (loss) generated across the various jurisdictions in which we operate, changes in tax laws and regulations in those jurisdictions, further interpretation and legislative guidance regarding the new Tax Act, changes in valuation allowances against our deferred tax assets, tax planning strategies available to us, and other discrete items.

Goodwill and Indefinite-Lived Intangibles. At September 30, 2019, the carrying value of goodwill and indefinite-lived intangible assets was $2.8 billion and $250.0 million, respectively. Our indefinite-lived intangible assets consist of trade names

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primarily representing the estimated fair value of the Starz brand name determined in connection with the acquisition of Starz as of December 8, 2016. Goodwill is allocated to our reporting units, which are our operating segments or one level below our operating segments (component level). Reporting units are determined by the discrete financial information available for the component and whether that information is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units for purposes of goodwill impairment testing, along with their respective goodwill balances at September 30, 2019 and March 31, 2019, were Motion Picture (goodwill of $394 million), Media Networks (goodwill of $2.04 billion), and each of our Television (goodwill of $309 million) and talent management (goodwill of $93 million) businesses, both of which are part of our Television Production segment.

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicates it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value. We perform our annual impairment test as of January 1 in each fiscal year. A goodwill or indefinite-lived intangible asset impairment loss would be recognized for the amount that the carrying amount of a reporting unit, including goodwill or an indefinite-lived intangible asset, exceeds its fair value. An entity may perform a qualitative assessment of the likelihood of the existence of a goodwill or indefinite-lived intangible asset impairment. The qualitative assessment is an evaluation, based on all identified events and circumstances which impact the fair value of the reporting unit or indefinite-lived intangible asset, of whether or not it is more-likely-than-not that the fair value is less than the carrying value of the reporting unit or indefinite-lived intangible asset. If we believe that as a result of our qualitative assessment it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying amount, a quantitative impairment test is not required but may be performed at the option of the Company. A quantitative assessment requires determining the fair value of our reporting units or indefinite-lived intangible assets. The determination of fair value requires considerable judgment and requires assumptions and estimates of many factors, including revenue and market growth, operating margins and cash flows, market multiples and discount rates.

For fiscal 2019, we performed a qualitative impairment assessment of our indefinite-lived trade names, and due primarily to the decline in the market price of our common shares, we performed a quantitative goodwill impairment assessment for all of our reporting units. Based on the qualitative impairment assessment of our trade names, we concluded that it is more-likely-than-not that the fair value of our trade names was more than its carrying amount, and therefore our trade names were not considered at risk of impairment. This qualitative analysis considered the relative impact of market-specific and macroeconomic factors. The market-specific factors considered included recent projections of revenues and growth in OTT subscribers, both domestic and internationally, associated with the STARZ brand name. The Company also considered the macroeconomic impact on discount rates and growth rates, as well as the impact from recent tax law changes. For fiscal 2019, our quantitative goodwill impairment analysis of our reporting units indicated that the goodwill for three of our reporting units exceeded their respective carrying values by more than 20%, and the fair value of our Television business reporting unit exceeded its carrying value by just under 20%.

For the quarter ended September 30, 2019, due primarily to the sustained decline in the market price of our common shares, we updated our quantitative impairment assessment for three (Television, Media Networks and Motion Picture) of our reporting units.

In performing the quantitative assessments, the Company determined the fair value of its reporting units by using a combination of discounted cash flow ("DCF") analyses and market-based valuation methodologies. The models relied on significant judgments and assumptions surrounding general market and economic conditions, short-term and long-term growth rates, discount rates, income tax rates, and detailed management forecasts of future cash flow and operating margin projections, and other assumptions, all of which were based on our internal forecasts of future performance as well as historical trends. The DCF analysis of fair values were determined primarily by discounting estimated future cash flows, which included perpetual nominal growth rates ranging from 1.5% to 4.0%, at a weighted average cost of capital (discount rate) ranging from 10% to 14%, which considered the risk of achieving the projected cash flows, including the risk applicable to the reporting unit, industry and market as a whole. The market-based valuation method utilized EBITDA multiples from guideline public companies operating in similar industries and a control premium. The results of these valuation methodologies were weighted as to their relative importance and a single fair value was determined. The fair value of our reporting units were reconciled to the market value of our equity, determined based on the average prices of our common shares just prior to September 30, 2019. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future.

Based on our quantitative impairment assessment for the quarter ended September 30, 2019, we determined that two of our reporting units (Television and Media Networks) were at risk for impairment since their estimated fair values exceeded their respective carrying values by less than 20%. We evaluated the sensitivity of our most critical assumptions used in the fair value analysis of our Television and Media Networks reporting units, including the discount rate and perpetual nominal growth rate.

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Based on the sensitivity analysis on the fair value of our Television business reporting unit, we determined that an increase in the discount rate of up to 1.29% or a reduction of the perpetual nominal growth rate of up to 2.77% would not have impacted the test results, assuming no changes to other factors. Based on the sensitivity analysis on the fair value of our Media Networks reporting unit, we determined that an increase in the discount rate of up to 1.22% or a reduction of the perpetual nominal growth rate of up to 2.87% would not have impacted the test results, assuming no changes to other factors.

Management will continue to monitor all of its reporting units for changes in the business environment that could impact recoverability in future periods. The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from our business activities. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our reporting units may include adverse macroeconomic conditions; volatility in the equity and debt markets which could result in higher weighted-average cost of capital; the commercial success of our television programming and our motion pictures; our continual contractual relationships with our customers including our affiliate agreements of our Media Networks business; our subscriber growth rates domestically and internationally across our traditional and OTT platforms and changes in consumer behavior. While historical performance and current expectations have resulted in fair values of our reporting units in excess of carrying values, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future.

Finite-Lived Intangible Assets. At September 30, 2019, the carrying value of our finite-lived intangible assets was approximately $1.55 billion. Our finite-lived intangible assets primarily relate to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies ("Traditional Affiliate"), which amounted to $1.54 billion. The amount of our customer relationship asset related to these Traditional Affiliate relationships reflects the estimated fair value of these customer relationships determined in connection with the acquisition of Starz on December 8, 2016, net of amortization recorded since the date of the Starz acquisition. Identifiable intangible assets with finite lives are amortized to depreciation and amortization expense over their estimated useful lives, ranging from 5 to 17 years. Through June 30, 2019, we have amortized the Starz Traditional Affiliate customer relationships discussed above on a straight-line basis over 17 years.

Amortizable intangible assets are tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable. If a triggering event has occurred, an impairment analysis is required. The impairment test first requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset. The impairment test is performed at the lowest level of cash flows associated with the asset. If the carrying value of the asset exceeds the undiscounted future cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value.

The Company monitors its finite-lived intangible assets and changes in the underlying circumstances each reporting period for indicators of possible impairments or a change in the useful life or method of amortization of our finite-lived intangible assets. At September 30, 2019, the Company updated its undiscounted cash flows analysis for the Starz Traditional Affiliate customer relationships and concluded the undiscounted cash flows continue to exceed its carrying values and therefore the asset was recoverable.

Due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, in the quarter ended September 30, 2019, the Company determined it was appropriate to change the pattern of amortization of its Traditional Affiliate customer relationship intangible asset. Accordingly, the Company has adopted an amortization method that reflects amortization in the proportion that current period revenues bear to management’s estimate of future revenue over the remaining estimated useful life of the asset. This method results in greater amortization in the earlier years of the estimated useful life of the asset than the latter years. See Note 1 to our unaudited condensed consolidated financial statements under the Change In Estimate section for further details.

Determining whether an intangible asset is recoverable or impaired requires various estimates and assumptions, including whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining estimates of future cash flows for the assets involved and, when applicable, the assumptions applied in determining fair value, including discount rates, growth rates, market risk premiums and other assumptions about the economic environment. Should the revenues from our Traditional Affiliate relationships decline more than the assumed attrition rates used in our current estimates, either as a result of decreases in subscriber rates or changes of the terms of our renewals of our Traditional Affiliate contracts, we may have indicators of impairment which could result in an impairment of our customer relationships intangible assets, or we may need to further shorten the useful life or adopt a more accelerated method of amortization both of which would increase the amount of amortization expense we record.

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Consolidation and Other Investments. 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, or do not exercise significant influence over operating and financial policies, are recorded at fair value using quoted market prices if the investment has a readily determinable fair value. If an equity investment's fair value is not readily determinable, we will recognize it at cost less any impairment, adjusted for observable price changes in orderly transactions in the investees' securities that are identical or similar to our investments in the investee. The unrealized gains and losses and the adjustments related to the observable price changes are recognized in net income (loss).

We regularly review our investments for impairment, including when the carrying value of an investment exceeds its market value and whether the decline in value is other-than-temporary. For investments accounted for using the equity method of accounting or equity investments without a readily determinable fair value, we evaluate information available (e.g., budgets, business plans, financial statements, etc.) in addition to quoted market prices, if any, in determining whether an other-than-temporary decline in value exists. Factors indicative of an other-than-temporary decline include recurring operating losses, credit defaults and subsequent rounds of financing at an amount below the cost basis of our investment. The estimation of fair value and whether an other-than-temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions.

If we determine that an investment has sustained an other-than-temporary decline in its value, the investment is written down to its fair value by a charge to earnings. Factors that are considered by us in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the security in relation to its cost basis, (ii) the financial condition of the investee, and (iii) our intent and ability to retain the investment for a sufficient period of time to allow for recovery in the market value of the investment.

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 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.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Consolidated Results of Operations

The following table sets forth our consolidated results of operations for the three months ended September 30, 2019 and 2018:

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	Three Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Revenues
Motion Picture	$	405.8		$	379.0		$	26.8		7.1	%
Television Production	274.0			152.1			121.9			80.1	%
Media Networks	374.0			377.3			(3.3		)	(0.9	)%
Intersegment eliminations	(70.3		)	(7.4		)	(62.9		)	850.0	%
Total revenues	983.5			901.0			82.5			9.2	%
Expenses:
Direct operating	499.4			463.2			36.2			7.8	%
Distribution and marketing	262.1			227.9			34.2			15.0	%
General and administration	105.9			115.0			(9.1		)	(7.9	)%
Depreciation and amortization	50.9			40.8			10.1			24.8	%
Restructuring and other	7.6			15.0			(7.4		)	(49.3	)%
Total expenses	925.9			861.9			64.0			7.4	%
Operating income	57.6			39.1			18.5			47.3	%
Interest expense	(48.0		)	(55.5		)	7.5			(13.5	)%
Shareholder litigation settlements	—			(114.1		)	114.1			n/a
Interest and other income	2.2			3.0			(0.8		)	(26.7	)%
Other expense	(3.8		)	—			(3.8		)	n/a
Loss on investments	(0.4		)	(36.1		)	35.7			(98.9	)%
Equity interests loss	(3.2		)	(11.7		)	8.5			(72.6	)%
Income (loss) before income taxes	4.4			(175.3		)	179.7			(102.5	)%
Income tax benefit (provision)	(5.6		)	26.0			(31.6		)	(121.5	)%
Net loss	(1.2		)	(149.3		)	148.1			(99.2	)%
Less: Net loss attributable to noncontrolling interest	3.0			5.2			(2.2		)	(42.3	)%
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8		$	(144.1	)	$	145.9		(101.2	)%

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Revenues. Consolidated revenues increased in the three months ended September 30, 2019, due to an increase in Television Production revenues, and to a lesser extent, Motion Picture revenues, partially offset by higher intersegment eliminations principally related to higher intersegment revenues in the Television Production segment and a slight decline in Media Networks revenues. The increase in Television Production revenue was driven by increased domestic television and international revenue, due to an increase in revenue from television episodes delivered and higher intersegment revenue from the licensing of Starz original series. The increase in Motion Picture revenue was primarily due to higher theatrical, home entertainment and international revenues driven by the performance of our Fiscal 2020 Theatrical Slate, and in particular, John Wick: Chapter 3 - Parabellum, offset partially by lower television revenue. See further discussion in the Segment Results of Operations section below. We are currently in discussions with a certain distributor as to its carriage arrangement for our programming networks. The outcome of these discussions could have a material adverse effect on our Media Networks' revenues, segment profit and consolidated net income. Any decline in revenue and profit is expected to be mitigated by growth in OTT revenue, however, there can be no assurance as to the timing or extent of such mitigation.

Direct Operating Expenses. Direct operating expenses by segment were as follows for the three months ended September 30, 2019 and 2018:

	Three Months Ended
	September 30,
	2019					2018					Increase (Decrease)
	Amount			% of Segment Revenues		Amount			% of Segment Revenues		Amount			Percent
	(Amounts in millions)
Direct operating expenses
Motion Picture	$	182.7		45.0	%	$	199.4		52.6	%	$	(16.7	)	(8.4	)%
Television Production	245.5			89.6		120.9			79.5		124.6			103.1	%
Media Networks	142.4			38.1		153.6			40.7		(11.2		)	(7.3	)%
Other	1.3			nm		5.8			nm		(4.5		)	(77.6	)%
Intersegment eliminations	(72.5		)	nm		(16.5		)	nm		(56.0		)	339.4	%
	$	499.4		50.8	%	$	463.2		51.4	%	$	36.2		7.8	%

_______________________

nm - Percentage not meaningful.

Direct operating expenses increased in the three months ended September 30, 2019, primarily due to increased Television Production direct operating expense due to higher Television Production revenue. This increase was partially offset by higher intersegment eliminations, lower Motion Picture direct operating expense and lower Media Networks direct operating expense. Media Networks direct operating expense for the three months ended September 30, 2019 includes a benefit of $43.7 million associated with the modification of a content licensing arrangement net of amortization for related changes in content availability and air dates. This benefit was partially offset by higher programming amortization at Starz Networks and STARZPLAY International. See further discussion in the Segment Results of Operations section below.

Other primarily consists of the amortization of the non-cash fair value adjustments on film and television assets associated with the application of purchase accounting related to recent acquisitions.

Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the three months ended September 30, 2019 and 2018:

50

	Three Months Ended
	September 30,				Increase (Decrease)
	2019		2018		Amount			Percent
	(Amounts in millions)
Distribution and marketing expenses
Motion Picture	$	146.3	$	140.7	$	5.6		4.0	%
Television Production	8.8		10.8		(2.0		)	(18.5	)%
Media Networks	106.9		76.3		30.6			40.1	%
Other	0.1		0.1		—			—	%
	$	262.1	$	227.9	$	34.2		15.0	%
U.S. theatrical P&A expense included in Motion Picture distribution and marketing expense	$	95.2	$	97.5	$	(2.3	)	(2.4	)%

Distribution and marketing expenses increased in the three months ended September 30, 2019, due to increased Media Networks distribution and marketing expense primarily attributable to Starz Networks' OTT related advertising and marketing costs, and slightly increased Motion Picture distribution and marketing expense, partially offset by a slight decrease in Television Production distribution and marketing expense. See further discussion in the Segment Results of Operations section below.

General and Administrative Expenses. General and administrative expenses by segment were as follows for the three months ended September 30, 2019 and 2018:

	Three Months Ended
	September 30,						Increase (Decrease)
	2019		% of Revenues	2018		% of Revenues	Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Picture	$	25.8		$	26.0		$	(0.2	)	(0.8	)%
Television Production	7.1			11.0			(3.9		)	(35.5	)%
Media Networks	20.1			24.7			(4.6		)	(18.6	)%
Corporate	25.4			25.3			0.1			0.4	%
	78.4		8.0%	87.0		9.7%	(8.6		)	(9.9	)%
Share-based compensation expense	14.1			14.8			(0.7		)	(4.7	)%
Purchase accounting and related adjustments	13.4			13.2			0.2			nm
Total general and administrative expenses	$	105.9	10.8%	$	115.0	13.0%	$	(9.1	)	(7.9	)%

_______________________

nm - Percentage not meaningful.

General and administrative expenses decreased in the three months ended September 30, 2019, resulting from decreases in Media Networks, Television Production and Motion Picture general and administrative expenses and lower share-based compensation expense, partially offset by increased purchase accounting and related adjustments. See further discussion in the Segment Results of Operations section below.

The decrease in share-based compensation expense included in general and administrative expense in the three months ended September 30, 2019, as compared to the three months ended September 30, 2018 is primarily due to lower compensation expense associated with the replacement of Starz share-based payment awards. The following table reconciles this amount to total share-based compensation expense:

51

	Three Months Ended
	September 30,
	2019		2018
	(Amounts in millions)
Share-based compensation expense by expense category
Other general and administrative expense	$	14.1	$	14.7
Direct operating expense	0.3		0.3
Distribution and marketing expense	0.1		0.1
Total share-based compensation expense	$	14.5	$	15.1

Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense.

Depreciation and Amortization Expense. Depreciation and amortization of $50.9 million in the three months ended September 30, 2019 increased $10.1 million, from $40.8 million in the three months ended September 30, 2018, due to a change in the amortization method for the Starz Traditional Affiliate customer relationships in the current quarter, which resulted in an increase to amortization expense of $11.3 million. See Note 1 to our unaudited condensed consolidated financial statements under the Change In Estimate section for further details.

Restructuring and Other. Restructuring and other decreased $7.4 million in the three months ended September 30, 2019 as compared to the three months ended September 30, 2018, and includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable. Restructuring and other costs were as follows for the three months ended September 30, 2019 and 2018 (see Note 14 to our unaudited condensed consolidated financial statements):

	Three Months Ended
	September 30,				Increase (Decrease)
	2019		2018		Amount			Percent
	(Amounts in millions)
Restructuring and other:
Severance(1)	2.2		2.9		(0.7		)	(24.1	)%
Transaction and related costs(2)	5.4		12.1		(6.7		)	(55.4	)%
	$	7.6	$	15.0	$	(7.4	)	(49.3	)%

_______________________

(1) Severance costs in the three months ended September 30, 2019 were primarily related to restructuring activities in connection with recent acquisitions, and other cost-saving initiatives.

(2) Transaction and related costs in the three months ended September 30, 2019 and 2018 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. In the three months ended September 30, 2018, these costs were primarily related to the legal fees associated with the Starz class action lawsuits and other matters, and to a lesser extent, costs related to the acquisition of 3 Arts Entertainment and other strategic transactions.

Interest Expense. Interest expense of $48.0 million for the three months ended September 30, 2019 decreased $7.5 million, from $55.5 million in the three months ended September 30, 2018. The following table sets forth the components of interest expense for the three months ended September 30, 2019 and 2018:

52

	Three Months Ended
	September 30,
	2019		2018
	(Amounts in millions)
Interest Expense
Cash Based:
Revolving credit facilities	$	1.6	$	1.0
Term loans	20.2		21.1
5.875% Senior Notes	7.6		7.6
6.375% Senior Notes	8.7		—
Other(1)	6.2		6.1
	44.3		35.8
Amortization of debt discount and financing costs	3.7		3.0
	48.0		38.8
Interest on dissenting shareholders' liability(2)	—		16.7
Total interest expense	$	48.0	$	55.5

_______________________

(1) Amounts include interest expense related to the Company's interest rate swap agreements (see Note 17 to our unaudited condensed consolidated financial statements).

(2) Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

Shareholder Litigation Settlements. Shareholder litigation settlements of $114.1 million in the three months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million, and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement. There were no comparable charges in the three months ended September 30, 2019. See Note 16 to our unaudited condensed consolidated financial statements.

Other Expense. Other expense of $3.8 million for the three months ended September 30, 2019 represented the loss recorded related to our monetization of accounts receivable to third-party purchasers (see Note 18 to our unaudited condensed consolidated financial statements). There was no comparable charge in the three months ended September 30, 2018.

Loss on Investments. Loss on investments of $0.4 million for the three months ended September 30, 2019 compared to loss on investments of $36.1 million for the three months ended September 30, 2018, which was primarily due to other-than-temporary impairments on investments in equity securities without readily determinable fair values and notes receivable which were written down to their estimated fair value in the prior year's quarter.

Equity Interests Loss. Equity interests loss of $3.2 million in the three months ended September 30, 2019 compared to equity interests loss of $11.7 million in the three months ended September 30, 2018.

Income Tax (Provision) Benefit. We had an income tax provision of $5.6 million in the three months ended September 30, 2019, compared to an income tax benefit of $26.0 million in the three months ended September 30, 2018. Our income tax provision differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of our pre-tax income (loss) generated across the various jurisdictions in which we operate, changes in the valuation allowance against our deferred tax assets, and certain minimum taxes imposed by the Tax Act. Our income tax benefit for the three months ended September 30, 2018 was also impacted by the tax deductions generated by our capital structure, which included certain foreign affiliate dividends in our Canadian jurisdiction that could be received without being subject to tax under Canadian tax law.

Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders. Net income attributable to our shareholders for the three months ended September 30, 2019 was $1.8 million, or basic net income per common share of $0.01 on 217.5 million weighted average common shares outstanding and diluted net income per common share of $0.01 on 219.8 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the three

53

months ended September 30, 2018 of $144.1 million, or basic and diluted net loss per common share of $0.67 on 213.6 million weighted average common shares outstanding.

Segment Results of Operations

The segment results of operations presented below do not include the elimination of intersegment transactions which are eliminated when presenting consolidated results, and exclude items separately identified in the restructuring and other line item in the unaudited condensed consolidated statements of operations.

The Company's primary measure of segment performance is segment profit. Segment profit is defined as gross contribution (revenues, less direct operating and distribution and marketing expense) less segment general and administration expenses. Segment profit excludes corporate general and administrative expense, restructuring and other costs, share-based compensation other than annual bonuses granted in immediately vested stock awards when applicable, certain programming and content charges as a result of management changes and associated strategy, when applicable, and purchase accounting and related adjustments, when applicable. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enables them to understand the fundamental performance of the Company's businesses. The reconciliation of segment profit to the Company's consolidated income (loss) before income taxes is presented in Note 15 to the unaudited condensed consolidated financial statements.

Motion Picture

The table below sets forth Motion Picture gross contribution and segment profit for the three months ended September 30, 2019 and 2018:

	Three Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Motion Picture Segment:
Revenue	$	405.8		$	379.0		$	26.8		7.1	%
Expenses:
Direct operating expense	182.7			199.4			(16.7		)	(8.4	)%
Distribution & marketing expense	146.3			140.7			5.6			4.0	%
Gross contribution	76.8			38.9			37.9			97.4	%
General and administrative expenses	25.8			26.0			(0.2		)	(0.8	)%
Segment profit	$	51.0		$	12.9		$	38.1		295.3	%
U.S. theatrical P&A expense included in distribution and marketing expense	$	95.2		$	97.5		$	(2.3	)	(2.4	)%
Direct operating expense as a percentage of revenue	45.0		%	52.6		%
Gross contribution as a percentage of revenue	18.9		%	10.3		%

54

Revenue. The table below sets forth Motion Picture revenue by media and product category for the three months ended September 30, 2019 and 2018:

	Three Months Ended September 30,
	2019						2018						Total Increase (Decrease)
	Feature Film(1)		Other Film(2)		Total		Feature Film(1)		Other Film(2)		Total
					(Amounts in millions)
Motion Picture Revenue
Theatrical	$	79.7	$	6.0	$	85.7	$	54.0	$	15.1	$	69.1	$	16.6
Home Entertainment
Digital Media	72.9		40.4		113.3		30.8		54.3		85.1		28.2
Packaged Media	43.5		21.7		65.2		15.6		48.9		64.5		0.7
Total Home Entertainment	116.4		62.1		178.5		46.4		103.2		149.6		28.9
Television	29.7		8.6		38.3		57.0		13.9		70.9		(32.6		)
International	73.1		20.1		93.2		62.5		19.7		82.2		11.0
Other	9.5		0.6		10.1		6.0		1.2		7.2		2.9
	$	308.4	$	97.4	$	405.8	$	225.9	$	153.1	$	379.0	$	26.8

____________________

(1) Feature Film: Includes theatrical 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) Other Film: Includes direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases through our specialty films distribution labels including Lionsgate Premiere, through Good Universe, and with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.

Theatrical revenue increased $16.6 million, or 24.0%, in the three months ended September 30, 2019 as compared to the three months ended September 30, 2018, driven by the performance of the Feature Films released in the current quarter, which included Scary Stories to Tell in the Dark, Angel Has Fallen and Rambo: Last Blood, partially offset by a decrease from our Other Film product categories due to theatrical revenue in the prior year's quarter from Extinction.

Home entertainment revenue increased $28.9 million, or 19.3%, in the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, driven by an increase of $70.0 million from our Feature Films, partially offset by a decrease of $41.1 million from Other Film. The increase in Feature Film home entertainment revenue was due to the performance of our Fiscal 2020 Theatrical Slate, and in particular, significant digital and packaged media revenues from John Wick: Chapter 3 - Parabellum. The increase was also, to a lesser extent, due to higher digital media revenue from a greater number of Feature Films released as compared to the prior year's quarter. The decrease in revenue from Other Film was primarily due to home entertainment revenue in the prior year's quarter from I Can Only Imagine and Pantelion Films' Overboard.

Television revenue decreased $32.6 million, or 46.0%, in the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, due to fewer Feature Films from our Fiscal 2019 Theatrical Slate with television windows opening in the current quarter as compared to the number of Feature Films from our Fiscal 2018 Theatrical Slate in the prior year's quarter.

International revenue increased $11.0 million, or 13.4%, in the three months ended September 30, 2019, as compared to the three months ended September 30, 2018 due to higher revenue from our Feature Films, and in particular, John Wick: Chapter 3 - Parabellum.

55

Direct Operating Expense. The decrease in direct operating expenses is due to lower direct operating expense as a percentage of Motion Picture revenues, driven by the change in the mix of titles and product categories generating revenue in the current quarter as compared to the prior year's quarter, and in particular, the lower amortization rate of the Fiscal 2020 Theatrical Slate in the current quarter as compared to the Fiscal 2019 & Fiscal 2018 Theatrical Slates in the prior year's quarter. Investment in film write-downs were approximately $0.1 million in the three months ended September 30, 2019, as compared to approximately $2.5 million in the three months ended September 30, 2018.

Distribution and Marketing Expense. The slight increase in distribution and marketing expense in the three months ended September 30, 2019 is due to increased home entertainment distribution and marketing costs associated with higher revenue, partially offset by slightly lower theatrical P&A. The decrease in theatrical P&A was driven by fewer theatrical releases, partially offset by higher P&A incurred in advance for films to be released in subsequent quarters. In the three months ended September 30, 2019, approximately $20.4 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Knives Out, Jexi, Midway, I Still Believe and Bombshell. In the three months ended September 30, 2018, approximately $5.3 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Hunter Killer and Robin Hood.

Gross Contribution. Gross contribution of the Motion Picture segment for the three months ended September 30, 2019 increased as compared to the three months ended September 30, 2018, primarily due to increased Motion Picture revenue and decreased Motion Picture direct operating expense as a percentage of Motion Picture revenue.

General and Administrative Expense. General and administrative expenses of the Motion Picture segment decreased $0.2 million, or 0.8%.

Television Production

The table below sets forth Television Production gross contribution and segment profit for the three months ended September 30, 2019 and 2018:

	Three Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Television Production Segment:
Revenue	$	274.0		$	152.1		$	121.9		80.1	%
Expenses:
Direct operating expense	245.5			120.9			124.6			103.1	%
Distribution & marketing expense	8.8			10.8			(2.0		)	(18.5	)%
Gross contribution	19.7			20.4			(0.7		)	(3.4	)%
General and administrative expenses	7.1			11.0			(3.9		)	(35.5	)%
Segment profit	$	12.6		$	9.4		$	3.2		34.0	%
Direct operating expense as a percentage of revenue	89.6		%	79.5		%
Gross contribution as a percentage of revenue	7.2		%	13.4		%

56

Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the three months ended September 30, 2019 and 2018:

	Three Months Ended
	September 30,				Increase (Decrease)
	2019		2018		Amount			Percent
	(Amounts in millions)
Television Production Revenue
Television	$	185.5	$	85.1	$	100.4		118.0	%
International	39.0		21.8		17.2			78.9	%
Home Entertainment
Digital	31.7		27.0		4.7			17.4	%
Packaged Media	0.2		1.6		(1.4		)	(87.5	)%
Total Home Entertainment	31.9		28.6		3.3			11.5	%
Other	17.6		16.6		1.0			nm
	$	274.0	$	152.1	$	121.9		80.1	%

________________________

nm - Percentage not meaningful.

The primary component of Television Production revenue is domestic television revenue. Domestic television revenue increased in the three months ended September 30, 2019 as compared to the three months ended September 30, 2018 primarily due to an increase in revenue from television episodes delivered and increased intersegment revenues from the licensing of Starz original series (Power Season 6).

International revenue in the three months ended September 30, 2019 increased $17.2 million, or 78.9%, primarily due to revenue from Mythic Quest Season 1 and intersegment revenue from STARZPLAY International from the Starz original series The Rook Season 1 and Sweetbitter Season 2 in the current quarter.

Direct Operating Expense. Direct operating expense of the Television Production segment in the three months ended September 30, 2019 increased $124.6 million, or 103.1%. 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 quarter as compared to the prior year's quarter, and in particular, the revenue generated from new television programs in the current quarter, 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.

Gross Contribution. Gross contribution of the Television Production segment for the three months ended September 30, 2019 decreased slightly as compared to the three months ended September 30, 2018, primarily due to higher direct operating expenses as a percentage of television production revenue, partially offset by higher television production revenue.

General and Administrative Expense. General and administrative expenses of the Television Production segment decreased $3.9 million, or 35.5%, primarily due to decreases in salaries and related expenses and incentive compensation.

57

Media Networks

The table below sets forth Media Networks gross contribution and segment profit for the three months ended September 30, 2019 and 2018.

	Three Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Media Networks Segment:
Revenue	$	374.0		$	377.3		$	(3.3	)	(0.9	)%
Expenses:
Direct operating expense	142.4			153.6			(11.2		)	(7.3	)%
Distribution & marketing expense	106.9			76.3			30.6			40.1	%
Gross contribution	124.7			147.4			(22.7		)	(15.4	)%
General and administrative expenses	20.1			24.7			(4.6		)	(18.6	)%
Segment profit	$	104.6		$	122.7		$	(18.1	)	(14.8	)%
Direct operating expense as a percentage of revenue	38.1		%	40.7		%
Gross contribution as a percentage of revenue	33.3		%	39.1		%

The following table sets forth the Media Networks segment profit by product line:

	Three Months Ended										Three Months Ended
	September 30, 2019										September 30, 2018
	Starz Networks		STARZPLAY International			Streaming Services			Total Media Networks		Starz Networks		STARZPLAY International			Streaming Services			Total Media Networks
	(Amounts in millions)
Media Networks Segment:
Revenue	$	361.9	$	4.4		$	7.7		$	374.0	$	373.4	$	0.3		$	3.6		$	377.3
Expenses:
Direct operating expense	115.3		25.9			1.2			142.4		140.1		11.9			1.6			153.6
Distribution & marketing expense	91.5		6.4			9.0			106.9		72.3		0.8			3.2			76.3
Gross contribution	155.1		(27.9		)	(2.5		)	124.7		161.0		(12.4		)	(1.2		)	147.4
General and administrative expenses	14.8		3.8			1.5			20.1		22.1		1.6			1.0			24.7
Segment profit	$	140.3	$	(31.7	)	$	(4.0	)	$	104.6	$	138.9	$	(14.0	)	$	(2.2	)	$	122.7

58

Revenue. The table below sets forth, for the periods presented, subscriptions to our STARZ and STARZPLAY services:

	September 30,	September 30,
	2019	2018
	(Amounts in millions)
Domestic Subscribers
Subscription units - STARZ	24.7	25.1
International Subscribers
Subscription units - STARZPLAY International(1)	2.3	—

___________________

(1) International subscription units at September 30, 2019 and 2018 do not include approximately 1.2 million and 1.0 million, subscribers, respectively, of STARZPLAY Arabia, a non-consolidated equity method investee.

The slight decrease in Media Networks revenue was driven by lower Starz Networks' revenue of $11.5 million primarily as a result of declines in revenues from traditional linear services, which were partially offset by higher OTT revenue resulting from increased subscriptions. Revenue from STARZPLAY International increased as a result of subscriber and revenue growth in the international territories launched in the prior year's quarter, and additional territories launched since September 30, 2018. We are currently in discussions with a certain distributor as to its carriage arrangement for our programming networks. The outcome of these discussions could have a material adverse effect on our Media Networks' revenues, segment profit and consolidated net income. Any decline in revenue and profit is expected to be mitigated by growth in OTT revenue, however, there can be no assurance as to the timing or extent of such mitigation.

During the three months ended September 30, 2019 and 2018, the following original series premiered on STARZ:

Three Months Ended September 30, 2019	Three Months Ended September 30, 2018
Sweetbitter Season 2	Power Season 5
Power Season 6	America to Me
Power Confidential Season 1	Warriors of Liberty City

Direct Operating and Distribution and Marketing Expenses. Starz Networks' and STARZPLAY International's direct operating and distribution and marketing expenses primarily represent programming cost amortization and advertising and marketing costs, respectively. The level of programing cost amortization and advertising and marketing costs and thus the gross contribution margin for the Media Networks segment can fluctuate from period to period depending on the number of new original series premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere. In addition, the launch of the STARZPLAY international service has and will continue to result in an increase in expenses as the service expands to other international territories.

The decrease in Media Networks direct operating expenses is due to lower Starz Networks' direct operating expenses, which were partially offset by higher direct operating expenses at STARZPLAY International during the three months ended September 30, 2019. The decrease in Starz Networks' direct operating expense reflected a benefit of $43.7 million in the current quarter associated with the modification of a content licensing arrangement net of amortization for related changes in content availability and air dates. This benefit was partially offset by higher programming amortization related to theatrical releases under our programming output agreement and higher programming amortization related to our Starz Originals. Direct operating expenses at STARZPLAY International increased as a result of higher programming cost amortization related to the launch of STARZPLAY in additional international territories during the three months ended September 30, 2019 as compared to the three months ended September 30, 2018.

The increase in Media Networks distribution and marketing expense is primarily related to Starz Networks as a result of increased spend associated with our Starz Originals. Additionally, distribution and marketing expense for STARZPLAY International and Streaming Services increased in the current quarter as compared to the prior year's quarter.

59

Gross Contribution. Gross contribution of the Media Networks segment for the three months ended September 30, 2019 was primarily from Starz Networks, offset partially by negative contributions from STARZPLAY International, which has continued to expand in additional territories. The decrease in gross contribution compared to the prior year's quarter was primarily due to higher negative contributions from STARZPLAY International.

General and Administrative Expense. General and administrative expenses of the Media Networks segment in the three months ended September 30, 2019 decreased slightly from the prior year's quarter, driven by a decrease in Starz Networks, offset by increased general and administrative expenses for STARZPLAY International. The decrease in Starz Networks resulted from a decrease in payroll and related costs.

Six Months Ended September 30, 2019 Compared to Six Months Ended September 30, 2018

Consolidated Results of Operations

The following table sets forth our consolidated results of operations for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Revenues
Motion Picture	$	803.6		$	744.3		$	59.3		8.0	%
Television Production	553.8			431.5			122.3			28.3	%
Media Networks	746.4			732.2			14.2			1.9	%
Intersegment eliminations	(156.7		)	(74.4		)	(82.3		)	110.6	%
Total revenues	1,947.1			1,833.6			113.5			6.2	%
Expenses:
Direct operating	1,067.4			993.2			74.2			7.5	%
Distribution and marketing	512.6			431.4			81.2			18.8	%
General and administration	208.5			225.1			(16.6		)	(7.4	)%
Depreciation and amortization	91.2			81.1			10.1			12.5	%
Restructuring and other	13.1			25.6			(12.5		)	(48.8	)%
Total expenses	1,892.8			1,756.4			136.4			7.8	%
Operating income	54.3			77.2			(22.9		)	(29.7	)%
Interest expense	(97.0		)	(106.8		)	9.8			(9.2	)%
Shareholder litigation settlements	—			(114.1		)	114.1			n/a
Interest and other income	5.0			6.1			(1.1		)	(18.0	)%
Other expense	(6.1		)	—			(6.1		)	n/a
Loss on investments	(0.3		)	(37.0		)	36.7			(99.2	)%
Equity interests loss	(11.1		)	(17.8		)	6.7			(37.6	)%
Loss before income taxes	(55.2		)	(192.4		)	137.2			(71.3	)%
Income tax benefit (provision)	(4.5		)	31.8			(36.3		)	(114.2	)%
Net loss	(59.7		)	(160.6		)	100.9			(62.8	)%
Less: Net loss attributable to noncontrolling interest	7.5			8.7			(1.2		)	(13.8	)%
Net loss attributable to Lions Gate Entertainment Corp. shareholders	$	(52.2	)	$	(151.9	)	$	99.7		(65.6	)%

60

Revenues. Consolidated revenues increased in the six months ended September 30, 2019, due to an increase in Television Production revenues and Motion Picture revenues, and to a lesser extent, Media Networks revenues, partially offset by higher intersegment eliminations principally related to higher intersegment revenues in the Television Production segment. The increase in Television Production revenue was driven by increased domestic television and international revenue, due to an increase in revenue from television episodes delivered and higher intersegment revenue from the licensing of Starz original series. The increase in Motion Picture revenue was primarily due to higher theatrical revenue, and to a lesser extent, home entertainment and international revenue driven by the performance of our Fiscal 2020 Theatrical Slate, and in particular, John Wick: Chapter 3 - Parabellum, offset partially by lower television and other revenue. The increase in Media Networks revenue was primarily driven by higher STARZPLAY International and Streaming Services revenue. See further discussion in the Segment Results of Operations section below. We are currently in discussions with a certain distributor as to its carriage arrangement for our programming networks. The outcome of these discussions could have a material adverse effect on our Media Networks' revenues, segment profit and consolidated net income. Any decline in revenue and profit is expected to be mitigated by growth in OTT revenue, however, there can be no assurance as to the timing or extent of such mitigation.

Direct Operating Expenses. Direct operating expenses by segment were as follows for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,
	2019					2018					Increase (Decrease)
	Amount			% of Segment Revenues		Amount			% of Segment Revenues		Amount			Percent
	(Amounts in millions)
Direct operating expenses
Motion Picture	$	402.1		50.0	%	$	383.1		51.5	%	$	19.0		5.0	%
Television Production	482.6			87.1		365.9			84.8		116.7			31.9	%
Media Networks	337.0			45.2		302.3			41.3		34.7			11.5	%
Other	2.9			nm		14.0			nm		(11.1		)	(79.3	)%
Intersegment eliminations	(157.2		)	nm		(72.1		)	nm		(85.1		)	118.0	%
	$	1,067.4		54.8	%	$	993.2		54.2	%	$	74.2		7.5	%

_______________________

nm - Percentage not meaningful.

Direct operating expenses increased in the six months ended September 30, 2019, primarily due to increased Television Production direct operating expense due to higher Television Production revenue, and to a lesser extent, increased Media Networks direct operating expense, and increased Motion Picture direct operating expense, partially offset by higher intersegment eliminations and lower other direct operating expense. The increase in Media Networks direct operating expense for the six months ended September 30, 2019 was primarily due to higher programming amortization at STARZPLAY International and Starz Networks, partially offset by a benefit of $36.7 million associated with the modification of a content licensing arrangement net of amortization for related changes in content availability and air dates. See further discussion in the Segment Results of Operations section below.

Other primarily consists of the amortization of the non-cash fair value adjustments on film and television assets associated with the application of purchase accounting related to recent acquisitions.

Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the six months ended September 30, 2019 and 2018:

61

	Six Months Ended
	September 30,				Increase (Decrease)
	2019		2018		Amount			Percent
	(Amounts in millions)
Distribution and marketing expenses
Motion Picture	$	291.8	$	243.5	$	48.3		19.8	%
Television Production	16.8		19.5		(2.7		)	(13.8	)%
Media Networks	203.8		168.3		35.5			21.1	%
Other	0.2		0.1		0.1			n/a
	$	512.6	$	431.4	$	81.2		18.8	%
U.S. theatrical P&A expense included in Motion Picture distribution and marketing expense	$	197.2	$	149.0	$	48.2		32.3	%

Distribution and marketing expenses increased in the six months ended September 30, 2019, due to increased Motion Picture theatrical P&A, and to a lesser extent, increased Media Networks distribution and marketing expense primarily attributable to Starz Networks' OTT related advertising and marketing costs. See further discussion in the Segment Results of Operations section below.

General and Administrative Expenses. General and administrative expenses by segment were as follows for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,						Increase (Decrease)
	2019		% of Revenues	2018		% of Revenues	Amount			Percent
	(Amounts in millions)
General and administrative expenses
Motion Picture	$	51.1		$	52.8		$	(1.7	)	(3.2	)%
Television Production	16.8			21.5			(4.7		)	(21.9	)%
Media Networks	40.4			50.3			(9.9		)	(19.7	)%
Corporate	49.5			52.8			(3.3		)	(6.3	)%
	157.8		8.1%	177.4		9.7%	(19.6		)	(11.0	)%
Share-based compensation expense	23.2			29.7			(6.5		)	(21.9	)%
Purchase accounting and related adjustments	27.5			18.0			9.5			52.8	%
Total general and administrative expenses	$	208.5	10.7%	$	225.1	12.3%	$	(16.6	)	(7.4	)%

General and administrative expenses decreased in the six months ended September 30, 2019, resulting from lower share-based compensation expense and decreases in Media Networks, Television Production, Corporate and Motion Picture general and administrative expenses, partially offset by increased purchase accounting and related adjustments. See further discussion in the Segment Results of Operations section below.

Corporate general and administrative expenses decreased $3.3 million, or 6.3%, primarily due to decreases in professional fees and salaries and related expenses.

The decrease in share-based compensation expense included in general and administrative expense in the six months ended September 30, 2019, as compared to the six months ended September 30, 2018 is primarily due to lower fair values associated with performance-based stock option and other equity awards that are revalued at each reporting period until the stock option or equity award vests and the applicable performance goals are achieved. Additionally, the decrease in share-based compensation expense is due to lower compensation expense associated with the replacement of Starz share-based payment awards. The following table reconciles this amount to total share-based compensation expense:

62

	Six Months Ended
	September 30,
	2019		2018
	(Amounts in millions)
Share-based compensation expense by expense category
Other general and administrative expense	$	23.2	$	29.6
Restructuring and other(1)	0.3		—
Direct operating expense	0.4		0.5
Distribution and marketing expense	0.2		0.1
Total share-based compensation expense	$	24.1	$	30.2

_______________________

(1)Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense.

Depreciation and Amortization Expense. Depreciation and amortization of $91.2 million for the six months ended September 30, 2019 increased $10.1 million, from $81.1 million in the six months ended September 30, 2018 due to a change in the amortization method for the Starz Traditional Affiliate customer relationships in the current quarter, which resulted in an increase to amortization expense of $11.3 million in the current period. See Note 1 to our unaudited condensed consolidated financial statements under the Change In Estimate section for further details.

Restructuring and Other. Restructuring and other decreased $12.5 million in the six months ended September 30, 2019 as compared to the six months ended September 30, 2018, and includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable. Restructuring and other costs were as follows for the six months ended September 30, 2019 and 2018 (see Note 14 to our unaudited condensed consolidated financial statements):

	Six Months Ended
	September 30,				Increase (Decrease)
	2019		2018		Amount			Percent
	(Amounts in millions)
Restructuring and other:
Severance(1)
Cash	$	5.9	$	3.7	$	2.2		59.5	%
Accelerated vesting on equity awards (see Note 12)	0.3		—		0.3			n/a
Total severance costs	6.2		3.7		2.5			67.6	%
Transaction and related costs(2)	6.9		21.9		(15.0		)	(68.5	)%
	$	13.1	$	25.6	$	(12.5	)	(48.8	)%

_______________________

(1) Severance costs in the six months ended September 30, 2019 and 2018 were primarily related to restructuring activities in connection with recent acquisitions, and other cost-saving initiatives.

63

(2) Transaction and related costs in the six months ended September 30, 2019 and 2018 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. In the six months ended September 30, 2018, these costs were primarily related to the legal fees associated with the Starz class action lawsuits and other matters, and to a lesser extent, costs related to the acquisition of 3 Arts Entertainment and other strategic transactions.

Interest Expense. Interest expense of $97.0 million in the six months ended September 30, 2019 decreased $9.8 million from the six months ended September 30, 2018. The following table sets forth the components of interest expense for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,
	2019		2018
	(Amounts in millions)
Interest Expense
Cash Based:
Revolving credit facility	$	3.3	$	1.9
Term loans	41.7		41.3
5.875% Senior Notes	15.2		15.2
6.375% Senior Notes	17.3		—
Other(1)	12.0		9.8
	89.5		68.2
Amortization of debt discount and financing costs	7.5		6.0
	97.0		74.2
Interest on dissenting shareholders' liability(2)	—		32.6
Total interest expense	$	97.0	$	106.8

 ______________________

(1) Amounts include interest expense related to the Company's interest rate swap agreements (see Note 17 to our unaudited condensed consolidated financial statements).

(2) Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

Shareholder Litigation Settlements. Shareholder litigation settlements of $114.1 million in the six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million, and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement. There were no comparable charges in the six months ended September 30, 2019. See Note 16 to our unaudited condensed consolidated financial statements.

Other Expense. Other expense of $6.1 million for the six months ended September 30, 2019 represented the loss recorded related to our monetization of accounts receivable to third-party purchasers (see Note 18 to our unaudited condensed consolidated financial statements). There was no comparable charge in the six months ended September 30, 2018.

Loss on Investments. Loss on investments of $0.3 million for the six months ended September 30, 2019 compared to loss on investments of $37.0 million for the six months ended September 30, 2018, which was primarily due to other-than-temporary impairments on investments in equity securities without readily determinable fair values and notes receivable which were written down to their estimated fair value in the prior year's period.

Equity Interests Loss. Equity interests loss of $11.1 million in the six months ended September 30, 2019 compared to equity interests loss of $17.8 million in the six months ended September 30, 2018.

64

Income Tax (Provision) Benefit. We had an income tax provision of $4.5 million in the six months ended September 30, 2019, compared to an income tax benefit of $31.8 million in the six months ended September 30, 2018. Our income tax provision differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of our pre-tax income (loss) generated across the various jurisdictions in which we operate, changes in the valuation allowance against our deferred tax assets, and certain minimum taxes imposed by the Tax Act. Our income tax benefit for the six months ended September 30, 2018 was also impacted by the tax deductions generated by our capital structure, which included certain foreign affiliate dividends in our Canadian jurisdiction that could be received without being subject to tax under Canadian tax law.

Net Loss Attributable to Lions Gate Entertainment Corp. Shareholders. Net loss attributable to our shareholders for the six months ended September 30, 2019 was $52.2 million, or basic and diluted net loss per common share of $0.24 on 216.8 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the six months ended September 30, 2018 of $151.9 million, or basic and diluted net loss per common share of $0.71 on 212.7 million weighted average common shares outstanding.

Segment Results of Operations

The segment results of operations presented below do not include the elimination of intersegment transactions which are eliminated when presenting consolidated results, and exclude items separately identified in the restructuring and other line item in the unaudited condensed consolidated statements of operations.

The Company's primary measure of segment performance is segment profit. Segment profit is defined as gross contribution (revenues, less direct operating and distribution and marketing expense) less segment general and administration expenses. Segment profit excludes corporate general and administrative expense, restructuring and other costs, share-based compensation other than annual bonuses granted in immediately vested stock awards when applicable, certain programming and content charges as a result of management changes and associated strategy, when applicable, and purchase accounting and related adjustments, when applicable. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enables them to understand the fundamental performance of the Company's businesses. The reconciliation of segment profit to the Company's consolidated loss before income taxes is presented in Note 15 to the unaudited condensed consolidated financial statements.

Motion Picture

The table below sets forth Motion Picture gross contribution and segment profit for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Motion Picture Segment:
Revenue	$	803.6		$	744.3		$	59.3		8.0	%
Expenses:
Direct operating expense	402.1			383.1			19.0			5.0	%
Distribution & marketing expense	291.8			243.5			48.3			19.8	%
Gross contribution	109.7			117.7			(8.0		)	(6.8	)%
General and administrative expenses	51.1			52.8			(1.7		)	(3.2	)%
Segment profit	$	58.6		$	64.9		$	(6.3	)	(9.7	)%
U.S. theatrical P&A expense included in distribution and marketing expense	$	197.2		$	149.0		$	48.2		32.3	%
Direct operating expense as a percentage of revenue	50.0		%	51.5		%
Gross contribution as a percentage of revenue	13.7		%	15.8		%

65

Revenue. The table below sets forth Motion Picture revenue by media and product category for the six months ended September 30, 2019 and 2018:

	Six Months Ended September 30,
	2019						2018						Total Increase (Decrease)
	Feature Film(1)		Other Film(2)		Total		Feature Film(1)		Other Film(2)		Total
					(Amounts in millions)
Motion Picture Revenue
Theatrical	$	188.3	$	19.2	$	207.5	$	74.2	$	45.3	$	119.5	$	88.0
Home Entertainment
Digital Media	118.4		78.2		196.6		69.2		102.1		171.3		25.3
Packaged Media	71.8		49.8		121.6		44.9		96.1		141.0		(19.4		)
Total Home Entertainment	190.2		128.0		318.2		114.1		198.2		312.3		5.9
Television	77.6		25.5		103.1		113.6		19.2		132.8		(29.7		)
International	125.0		35.6		160.6		111.5		38.1		149.6		11.0
Other	13.6		0.6		14.2		28.0		2.1		30.1		(15.9		)
	$	594.7	$	208.9	$	803.6	$	441.4	$	302.9	$	744.3	$	59.3

____________________

(1) Feature Film: Includes theatrical 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) Other Film: Includes direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases through our specialty films distribution labels including Lionsgate Premiere, through Good Universe, and with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.

Theatrical revenue increased $88 million, or 73.6%, in the six months ended September 30, 2019 as compared to the six months ended September 30, 2018, primarily driven by the performance of the Feature Films released in the current period as compared to the prior year's period, and in particular, the successful performance of John Wick: Chapter 3 - Parabellum. This increase was partially offset by a decrease from Other Film due to theatrical revenue in the prior year's period from Pantelion Films' Overboard and Extinction.

Home entertainment revenue increased $5.9 million, or 1.9%, in the six months ended September 30, 2019, as compared to the six months ended September 30, 2018, driven by by an increase of $76.1 million from our Feature Films, mostly offset by a decrease of $70.2 million from Other Film. The increase in Feature Film home entertainment revenue was due to the performance of our Fiscal 2020 Theatrical Slate, and in particular, significant digital and packaged media revenues from John Wick: Chapter 3 - Parabellum. The increase was also, to a lesser extent, due to higher digital media revenue from a greater number of Feature Films released as compared to the prior year's period. The decrease in revenue from Other Film was primarily due to home entertainment revenue in the prior year's period from I Can Only Imagine, Hostiles and Pantelion Films' Overboard.

Television revenue decreased $29.7 million, or 22.4%, in the six months ended September 30, 2019, as compared to the six months ended September 30, 2018 due to fewer Feature Films from our Fiscal 2019 Theatrical Slate with television windows opening in the current period as compared to the number of Feature Films from our Fiscal 2018 Theatrical Slate in the prior year's period. This decrease was offset partially by higher revenue from Other Film.

International revenue increased $11.0 million, or 7.4%, in the six months ended September 30, 2019, as compared to the six months ended September 30, 2018 due to higher revenue from our Feature Films, and in particular, John Wick: Chapter 3 - Parabellum.

Other revenue decreased $15.9 million, or 52.8%, in the six months ended September 30, 2019 as compared to the six months ended September 30, 2018 due to Feature Film revenues from an other ancillary market licensing arrangement in the prior year's period.

66

Direct Operating Expense. The increase in direct operating expenses is due to the increase in Motion Picture revenues. The slight decrease in direct operating expenses as a percentage of motion picture revenue was driven by the change in the mix of titles and product categories generating revenue in the current period as compared to the prior year's period. Investment in film write-downs were approximately $1.6 million in the six months ended September 30, 2019, as compared to approximately $7.0 million in the six months ended September 30, 2018.

Distribution and Marketing Expense. The increase in distribution and marketing expense in the six months ended September 30, 2019 is primarily due to higher theatrical P&A spending on a greater number of Feature Film theatrical releases, and increased theatrical P&A incurred in advance for films to be released in subsequent periods, partially offset by lower theatrical P&A on Other Film. In the six months ended September 30, 2019, approximately $23.5 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Knives Out, Jexi, Midway, I Still Believe and Bombshell. In the six months ended September 30, 2018, approximately $6.7 million of P&A was incurred in advance for films to be released in subsequent periods, such as Hunter Killer and Robin Hood.

Gross Contribution. Gross contribution of the Motion Picture segment for the six months ended September 30, 2019 decreased as compared to the six months ended September 30, 2018, primarily due to increased Motion Picture revenue which was more than offset by increased Motion Picture distribution and marketing expense as a percentage of Motion Picture revenue.

General and Administrative Expense. General and administrative expenses of the Motion Picture segment in the six months ended September 30, 2019 decreased $1.7 million, or 3.2%, primarily due to decreases in salaries and related expenses.

Television Production

The table below sets forth Television Production gross contribution and segment profit for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Television Production Segment:
Revenue	$	553.8		$	431.5		$	122.3		28.3	%
Expenses:
Direct operating expense	482.6			365.9			116.7			31.9	%
Distribution & marketing expense	16.8			19.5			(2.7		)	(13.8	)%
Gross contribution	54.4			46.1			8.3			18.0	%
General and administrative expenses	16.8			21.5			(4.7		)	(21.9	)%
Segment profit	$	37.6		$	24.6		$	13.0		52.8	%
Direct operating expense as a percentage of revenue	87.1		%	84.8		%
Gross contribution as a percentage of revenue	9.8		%	10.7		%

67

Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,				Increase (Decrease)
	2019		2018		Amount			Percent
Television Production	(Amounts in millions)
Television	$	382.3	$	302.9	$	79.4		26.2	%
International	95.8		58.8		37.0			62.9	%
Home Entertainment
Digital	37.5		43.3		(5.8		)	(13.4	)%
Packaged Media	1.6		3.4		(1.8		)	(52.9	)%
Total Home Entertainment	39.1		46.7		(7.6		)	(16.3	)%
Other	36.6		23.1		13.5			58.4	%
	$	553.8	$	431.5	$	122.3		28.3	%

The primary component of Television Production revenue is domestic television revenue. Domestic television revenue increased in the six months ended September 30, 2019, as compared to the six months ended September 30, 2018 due to an increase in revenue from television episodes delivered, and to a lesser extent, increased intersegment revenues from the licensing of Starz original series. These increases were offset slightly by decreased license fees from unscripted television programs in the current period as compared to the prior year's period.

International revenue in the six months ended September 30, 2019 increased $37.0 million, or 62.9% as compared to the six months ended September 30, 2018, primarily due to revenue from Mythic Quest Season 1, Dear White People Season 3 and intersegment revenue from STARZPLAY International from the Starz original series The Rook Season 1, Vida Season 2, and The Spanish Princess Season 1 in the current period.

Home entertainment revenue in the six months ended September 30, 2019 decreased $7.6 million, or 16.3%, primarily driven by digital media revenue in the prior year's period for the Starz original series, The Missing Season 2 and Black Sails Season 4.

Other revenue increased in the six months ended September 30, 2019 as compared to the six months ended September 30, 2018 due to revenue in the current period from 3 Arts Entertainment, which compared to revenue in the prior year's period from the acquisition date of May 29, 2018 to September 30, 2018.

Direct Operating Expense. Direct operating expense of the Television Production segment in the six months ended September 30, 2019 increased $116.7 million, or 31.9%. 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.

Gross Contribution. Gross contribution of the Television Production segment for the six months ended September 30, 2019 increased as compared to the six months ended September 30, 2018 primarily due to higher television production revenue which was partially offset by higher direct operating expenses as a percentage of television production revenue.

General and Administrative Expense. General and administrative expenses of the Television Production segment decreased $4.7 million, or 21.9%, primarily due to decreases in salaries and related expenses and incentive compensation. The six months ended September 30, 2018 included general and administrative expenses of 3 Arts Entertainment from the acquisition date of May 29, 2018.

Media Networks

The table below sets forth Media Networks gross contribution and segment profit for the six months ended September 30, 2019 and 2018:

68

	Six Months Ended
	September 30,						Increase (Decrease)
	2019			2018			Amount			Percent
	(Amounts in millions)
Media Networks Segment:
Revenue	$	746.4		$	732.2		$	14.2		1.9	%
Expenses:
Direct operating expense	337.0			302.3			34.7			11.5	%
Distribution & marketing expense	203.8			168.3			35.5			21.1	%
Gross contribution	205.6			261.6			(56.0		)	(21.4	)%
General and administrative expenses	40.4			50.3			(9.9		)	(19.7	)%
Segment profit	$	165.2		$	211.3		$	(46.1	)	(21.8	)%
Direct operating expense as a percentage of revenue	45.2		%	41.3		%
Gross contribution as a percentage of revenue	27.5		%	35.7		%

The following table sets forth the Media Networks segment profit by product line:

	Six Months Ended										Six Months Ended
	September 30, 2019										September 30, 2018
	Starz Networks		STARZPLAY International			Streaming Services			Total Media Networks		Starz Networks		STARZPLAY International			Streaming Services			Total Media Networks
	(Amounts in millions)
Media Networks Segment:
Revenue	$	724.8	$	7.5		$	14.1		$	746.4	$	724.5	$	0.4		$	7.3		$	732.2
Expenses:
Direct operating expense	272.4		62.5			2.1			337.0		280.0		16.7			5.6			302.3
Distribution & marketing expense	178.0		12.0			13.8			203.8		159.9		1.1			7.3			168.3
Gross contribution	274.4		(67.0		)	(1.8		)	205.6		284.6		(17.4		)	(5.6		)	261.6
General and administrative expenses	30.5		6.9			3.0			40.4		45.2		2.7			2.4			50.3
Segment profit	$	243.9	$	(73.9	)	$	(4.8	)	$	165.2	$	239.4	$	(20.1	)	$	(8.0	)	$	211.3

Revenue. The table below sets forth, for the periods presented, subscriptions to our STARZ and STARZPLAY services:

	September 30,	September 30,
	2019	2018
	(Amounts in millions)
Domestic Subscribers
Subscription units - STARZ	24.7	25.1
International Subscribers
Subscription units - STARZPLAY International(1)	2.3	—

___________________

(1) International subscription units at September 30, 2019 and 2018 do not include approximately 1.2 million and 1.0 million, subscribers, respectively, of STARZPLAY Arabia, a non-consolidated equity method investee.

69

The increase in Media Networks revenue was primarily driven by higher STARZPLAY International revenue as a result of subscriber and revenue growth in the international territories launched in the prior year's period, and additional territories launched since September 30, 2018, and higher Streaming Services revenue. Additionally, Starz Networks' revenue increased slightly a result of higher OTT revenue resulting from increased subscriptions, which were mostly offset by declines in revenues from traditional linear services. We are currently in discussions with a certain distributor as to its carriage arrangement for our programming networks. The outcome of these discussions could have a material adverse effect on our Media Networks' revenues, segment profit and consolidated net income. Any decline in revenue and profit is expected to be mitigated by growth in OTT revenue, however, there can be no assurance as to the timing or extent of such mitigation.

During the six months ended September 30, 2019 and 2018, the following original series premiered on STARZ:

Six Months Ended September 30, 2019	Six Months Ended September 30, 2018
First Quarter:	First Quarter:
The Spanish Princess	Howard's End
Vida Season 2	Sweetbitter Season 1
The Rook Season 1	Vida Season 1
	Wrong Man Season 1
Second Quarter:	Second Quarter:
Sweetbitter Season 2	Power Season 5
Power Season 6	America to Me
Power Confidential Season 1	Warriors of Liberty City

Direct Operating and Distribution and Marketing Expenses. Starz Networks' and STARZPLAY International direct operating and distribution and marketing expenses primarily represent programming cost amortization and advertising and marketing costs, respectively. The level of programing cost amortization and advertising and marketing costs and thus the gross contribution margin for the Media Networks segment can fluctuate from period to period depending on the number of new original series premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere. In addition, the launch of the STARZPLAY international service has and will continue to result in an increase in expenses as the service expands to other international territories.

The increase in Media Networks direct operating expenses is primarily related to STARZPLAY International during the six months ended September 30, 2019, as a result of higher programming cost amortization related to the launch of STARZPLAY in additional international territories during the six months ended September 30, 2019 as compared to the six months ended September 30, 2018. This increase was partially offset by lower Starz Networks' direct operating expense. Starz Networks direct operating expense reflected a benefit of $36.7 million associated with the modification of a content licensing arrangement net of amortization for related changes in content availability and air dates. This benefit was partially offset by higher programming amortization related to theatrical releases under our programming output agreement, and higher programming amortization and development expense related to our Starz Originals.

The increase in Media Networks distribution and marketing expense is primarily related to Starz Networks as a result of increased spend on OTT related advertising and marketing costs associated with our Starz Originals. Additionally, distribution and marketing expense for STARZPLAY International and Streaming Services increased in the current period as compared to the prior year's period.

Gross Contribution. Gross contribution of the Media Networks segment for the six months ended September 30, 2019 was primarily from Starz Networks, offset partially by negative contributions from STARZPLAY International which has continued to expand in additional territories. The decrease in gross contribution compared to the prior year's period was primarily due to higher negative contributions from STARZPLAY International.

General and Administrative Expense. General and administrative expenses of the Media Networks segment in the six months ended September 30, 2019 decreased slightly from the prior year's period, driven by a decrease in Starz Networks, offset by increased general and administrative expenses for STARZPLAY International. The decrease in Starz Networks resulted from a decrease in payroll and related costs.

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LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our liquidity and capital resources have been provided principally through cash generated from operations, debt, and our production loans. Our debt at September 30, 2019 primarily consisted of a $1.5 billion five-year revolving credit facility (with no amounts outstanding at September 30, 2019) entered into on March 22, 2018 (the "Revolving Credit Facility"), a five-year term loan A facility issued March 22, 2018 (the "Term Loan A"), a seven-year term loan B facility issued March 22, 2018 (the "Term Loan B", and, together with the Revolving Credit Facility and the Term Loan A, the "Senior Credit Facilities"), 5.875% senior notes due 2024 (the "5.875% Senior Notes"), and 6.375% senior notes due 2024 (the "6.375% Senior Notes").

Our principal uses of cash in operations include the funding of film and television productions, film and programming 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 method or other equity investments, quarterly cash dividends, the purchase of common shares under our share repurchase program, capital expenditures, and acquisitions of businesses.

In addition, the Company has a redeemable noncontrolling interest balance of $142.4 million as of September 30, 2019 related to its acquisition of a controlling interest in Pilgrim Media Group and 3 Arts Entertainment, which may require the use of cash in the event the holders of the noncontrolling interests require the Company to repurchase their interests.

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. In addition, the launch of the Company's STARZPLAY international service has and will require capital investment as the service expands to other international territories. We believe that cash flow from operations, cash on hand, revolving credit facility availability, the monetization of trade accounts receivable, 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 and programming rights acquisitions and theatrical and home entertainment release schedules, and future equity or cost method investment funding requirements, and international expansion. However, we may seek alternative sources of capital in connection with the STARZPLAY international expansion. 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 revolving credit facility, single-purpose production financing, government incentive programs, film funds, distribution commitments, and the monetization of trade accounts receivable. In addition, we continue to expand our STARZPLAY international service and 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.

Covenants. The Senior Credit Facilities contain representations and warranties, events of default and affirmative and negative covenants that are customary for similar financings and which include, among other things and subject to certain significant exceptions, restrictions on the ability to declare or pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. In addition, a net first lien leverage maintenance covenant and an interest coverage ratio maintenance covenant apply to the Revolving Credit Facility and the Term Loan A and are tested quarterly. As of September 30, 2019, the Company was in compliance with all applicable covenants.

The 5.875% Senior Notes and 6.375% 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, 2019, the Company was in compliance with all applicable covenants.

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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 under the plan, leaving approximately $184.7 million of authorized potential purchases. The remaining $184.7 million of our common shares authorized under the plan may be purchased from time to time at our 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. We did not repurchase any shares during the three months ended September 30, 2019.

Dividends. 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. In November 2018, our Board of Directors suspended our quarterly cash dividend to focus on driving long-term shareholder value by investing in global growth opportunities for Starz, while also strengthening the Company's balance sheet.

Capacity to Pay Dividends. At September 30, 2019, the capacity to pay dividends under the Senior Credit Facilities and the 5.875% Senior Notes and 6.375% Senior Notes significantly exceeded the amount of the Company's retained earnings or net loss, and therefore the Company's net loss of $59.7 million and retained earnings of $143.7 million were deemed free of restrictions at September 30, 2019.

Discussion of Operating, Investing, Financing Cash Flows

Cash and cash equivalents increased by $48.9 million for the six months ended September 30, 2019 and decreased by $3.4 million for the six months ended September 30, 2018, before foreign exchange effects on cash. Components of these changes are discussed below in more detail.

Operating Activities. Cash flows provided by operating activities for the six months ended September 30, 2019 and 2018 were as follows:

	Six Months Ended
	September 30,
	2019			2018			Net Change
	(Amounts in millions)
Operating income	$	54.3		$	77.2		$	(22.9	)
Amortization of films and television programs and program rights	855.2			723.2			132.0
Non-cash share-based compensation	24.1			30.2			(6.1		)
Cash interest	(89.5		)	(68.2		)	(21.3		)
Current income tax provision	(3.9		)	(9.1		)	5.2
Other non-cash charges included in operating activities	111.9			99.3			12.6
Cash flows from operations before changes in operating assets and liabilities	952.1			852.6			99.5
Changes in operating assets and liabilities:
Accounts receivable, net and other assets	123.7			172.7			(49.0		)
Investment in films and television programs and program rights	(717.1		)	(697.1		)	(20.0		)
Other changes in operating assets and liabilities	(140.2		)	(58.3		)	(81.9		)
Changes in operating assets and liabilities	(733.6		)	(582.7		)	(150.9		)
Net Cash Flows Provided By Operating Activities	$	218.5		$	269.9		$	(51.4	)

Cash flows provided by operating activities for the six months ended September 30, 2019 were $218.5 million compared to cash flows provided by operating activities of $269.9 million for the six months ended September 30, 2018. The decrease in cash provided by operating activities for the six months ended September 30, 2019 as compared to the six months ended September 30, 2018 is due to increased cash used from changes in operating assets and liabilities driven by lower decreases in accounts receivable and other assets, higher investment in films and television programs and program rights spend, and other changes in operating assets and liabilities reflecting higher decreases in participations and residuals, film obligations and deferred revenue, partially offset by lower decreases in accounts payable and accrued liabilities. These changes were partially offset by higher cash flows from operations before changes in operating assets and liabilities. In addition, cash flows provided

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by operating activities for the six months ended September 30, 2019 benefited by approximately $147.3 million from the monetization of accounts receivables program (see Note 18 to our unaudited condensed consolidated financial statements).

Investing Activities. Cash flows used in investing activities for the six months ended September 30, 2019 and 2018 were as follows:

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Investment in equity method investees	$	(4.9	)	$	(22.0	)
Business acquisitions, net of cash acquired of $5.5	—			(77.3		)
Capital expenditures	(16.9		)	(21.6		)
Net Cash Flows Used In Investing Activities	$	(21.8	)	$	(120.9	)

Cash used in investing activities of $21.8 million for the six months ended September 30, 2019 compared to cash used in investing activities of $120.9 million for the six months ended September 30, 2018, as reflected above. The change was primarily due to cash used for the purchase of 3 Arts Entertainment, net of cash acquired, in the six months ended September 30, 2018 (see Note 2 to our unaudited condensed consolidated financial statements).

Financing Activities. Cash flows used in financing activities for the six months ended September 30, 2019 and 2018 were as follows:

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Debt - borrowings	$	302.0		$	2,069.5
Debt - repayments	(328.5		)	(2,144.8		)
Net repayments of debt	(26.5		)	(75.3		)
Production loans - borrowings	51.8			154.5
Production loans - repayments	(168.2		)	(189.7		)
Net proceeds from (repayments of) production loans	(116.4		)	(35.2		)
Other financing activities	(4.9		)	(41.9		)
Net Cash Flows Used In Financing Activities	$	(147.8	)	$	(152.4	)

Cash flows used in financing activities of $147.8 million for the six months ended September 30, 2019 compared to cash flows used in financing activities of $152.4 million for the six months ended September 30, 2018. Cash flows used in financing activities for the six months ended September 30, 2019 primarily reflects net debt repayments of $26.5 million and net production loan repayments of $116.4 million.

Cash flows used in financing activities for the six months ended September 30, 2018 primarily reflects the repayment of the April 2013 1.25% Notes in the amount of $60.0 million. The debt borrowings and repayments above reflect an intercompany refinancing transaction during the six months ended September 30, 2018. In addition, cash flows used in financing activities in the six months ended September 30, 2018 reflects net repayments of production loans of $35.2 million, and cash paid for dividends of $38.2 million.

Debt

See Note 5 to our unaudited condensed consolidated financial statements for a discussion of our debt.

Production Loans

See Note 7 to our unaudited condensed consolidated financial statements for a discussion of our production loans.

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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, 2019:

	Six Months Ending March 31,		Year Ending March 31,
	2020		2021		2022		2023		2024		Thereafter		Total
					(Amounts in millions)
Future annual repayment of debt recorded as of September 30, 2019 (on-balance sheet arrangements)
Revolving credit facility	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Term Loan A	18.8		52.5		75.0		585.0		—		—		731.3
Term Loan B	6.3		12.5		12.5		12.5		12.5		1,045.0		1,101.3
5.875% Senior Notes	—		—		—		—		—		520.0		520.0
6.375% Senior Notes	—		—		—		—		550.0		—		550.0
Film obligations and production loans(1)	187.9		232.6		25.7		29.5		4.4		0.8		480.9
Finance lease obligations principal payments	1.5		3.0		0.9		0.9		1.0		36.6		43.9
	214.5		300.6		114.1		627.9		567.9		1,602.4		3,427.4
Contractual commitments by expected repayment date (off-balance sheet arrangements)
Film obligation and production loan commitments(2)	421.9		553.1		172.6		75.5		42.9		6.9		1,272.9
Interest payments(3)	81.5		168.0		167.3		163.6		134.6		127.2		842.2
Other contractual obligations	82.9		66.9		43.1		21.7		1.5		—		216.1
	586.3		788.0		383.0		260.8		179.0		134.1		2,331.2
Total future repayment of debt and other commitments under contractual obligations (4)	$	800.8	$	1,088.6	$	497.1	$	888.7	$	746.9	$	1,736.5	$	5,758.6

 ___________________

(1) Film obligations include minimum guarantees, theatrical marketing obligations, and accrued licensed program rights 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, minimum guarantee commitments, and program rights 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. Program rights commitments represent contractual commitments under programming license agreements related to films that are not available for exhibition until some future date (see below for further details). 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 estimated future interest payments associated with the commitment.

(3) Includes cash interest payments on our debt (including interest on finance lease obligations), excluding the interest payments on the 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 $142.4 million of redeemable noncontrolling interests, 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 9 to our unaudited condensed consolidated financial statements).

We are obligated to pay programming fees for all qualifying films that are released theatrically in the U.S. by Sony’s Columbia Pictures, Screen Gems, Sony Pictures Classics and TriStar labels through 2021. We do not license films produced by

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Sony Pictures Animation. The programming fees to be paid by us to Sony are based on the quantity and domestic theatrical exhibition receipts of qualifying films. Since the term of the output programming agreement with Sony applies to all films released theatrically through December 31, 2021, the Company is obligated to pay fees for films that have not yet been released in theaters. We are unable to estimate the amounts to be paid under these agreements for films that have not yet been released in theaters, however, such amounts are expected to be significant.  We have also entered into agreements with a number of other motion picture producers and are obligated to pay fees for the rights to exhibit certain films that are released by these producers.

Remaining Performance Obligations and Backlog

Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized and the cash received in the future (i.e., backlog). As disclosed in Note 10 to our unaudited condensed consolidated financial statements, remaining performance obligations were $1.5 billion at September 30, 2019. The backlog portion of remaining performance obligations (excluding deferred revenue) related to our Motion Picture and Television Production segments was $1.0 billion at September 30, 2019 (March 31, 2019 - $1.2 billion).

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 unaudited condensed 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 unaudited condensed 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 continue to 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. 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. See Note 17 to our unaudited condensed consolidated financial statements for additional information on our financial instruments.

Interest Rate Risk. At September 30, 2019, we had interest rate swap agreements to fix the interest rate on $1.7 billion of variable rate LIBOR-based debt. See Note 17 to our unaudited condensed consolidated financial statements for additional information. The difference between the fixed rate to be paid and the variable rate received under the terms of the interest rate swap agreements will be recognized as interest expense for the related debt. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows.

Certain of our borrowings, primarily borrowings under our Senior Credit Facilities 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 revolving credit facility and Term Loan A is a percentage per annum equal to a LIBOR rate plus 1.75%. The applicable margin with respect to loans under our Term Loan B is a percentage per annum equal to a LIBOR rate plus 2.25%.  Assuming the revolving credit facility is drawn up to its maximum borrowing capacity of $1.5 billion, based on the applicable LIBOR in effect as of September 30, 2019, each quarter point change in interest rates would result in a $4.1 million change in annual net interest expense on the revolving credit facility, Term Loan A, Term Loan B and interest rate swap agreements.

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The variable interest production loans incur interest at rates ranging from approximately 4.16% to 4.85% and applicable margins ranging from 1.75% over the one, two, or three-month LIBOR to 2.25% 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 $0.7 million in additional costs capitalized to the respective film or television asset.

At September 30, 2019, our 5.875% Senior Notes and 6.375% Senior Notes had an outstanding principal value of $1.07 billion, and an estimated fair value of $1.11 billion. A 1% increase in the level of interest rates would decrease the fair value of the 5.875% Senior Notes and 6.375% Senior Notes by approximately $40.6 million, and a 1% decrease in the level of interest rates would increase the fair value of the 5.875% Senior Notes and 6.375% Senior Notes by approximately $18.8 million.

The following table presents information about 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, or the cash flows associated with the notional amounts of interest rate derivative instruments, and related weighted-average interest rates by expected maturity or required principal payment dates and the fair value of the instrument as of September 30, 2019:

	Six Months Ending March 31,			Year Ending March 31,																	Fair Value
	2020			2021			2022			2023			2024			Thereafter			Total		September 30, 2019
							(Amounts in millions)
Debt and Production Loans
Variable Rates:
Revolving Credit Facility(1)	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Average Interest Rate	—			—			—			—			—			—
Term Loan A(1)	18.8			52.5			75.0			585.0			—			—			731.3		724.9
Average Interest Rate	3.77		%	3.77		%	3.77		%	3.77		%	—			—
Term Loan B(1)	6.3			12.5			12.5			12.5			12.5			1,045.0			1,101.3		1,098.5
Average Interest Rate	4.27		%	4.27		%	4.27		%	4.27		%	4.27		%	4.27		%
Production loans	87.2			164.4			—			18.1			—			—			269.7		269.7
Average Interest Rate	4.21		%	4.65		%	—			4.35		%	—			—
Fixed Rates:
5.875% Senior Notes	—			—			—			—			—			520.0			520.0		534.3
Interest Rate	—			—			—			—			—			5.875		%
6.375% Senior Notes	—			—			—			—			550.0			—			550.0		578.9
Interest Rate	—			—			—			—			6.375		%	—
Interest Rate Swaps(2)
Variable to fixed notional amount	—			—			—			—			—			1,700.0			1,700.0		(130.3		)

 ____________________

(1) The effective interest rate in the table above is before the impact of interest rate swaps.

(2) Represents interest rate swap agreements on certain of our LIBOR-based floating-rate corporate debt with fixed rates paid ranging from 2.723% to 2.915% maturing in March 2025, which as of September 30, 2019, converts the effective rate on our LIBOR-based corporate debt to 4.859%. See Note 17 to our unaudited condensed consolidated financial statements.

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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, 2019, 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, 2019.

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, has 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. Due to the inherent difficulty of predicting the outcome of litigation and claims, the Company often cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, if any, related to each pending matter may be.

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, 2019.

An impairment in the carrying value of goodwill and intangible assets could have a material adverse effect on our financial condition and results of operations.

At September 30, 2019, the carrying value of our goodwill and indefinite-lived intangible assets was $2.8 billion and $250.0 million, respectively.  Our indefinite-lived intangible assets consist of trade names primarily representing the estimated fair value of the Starz brand name determined in connection with the acquisition of Starz as of December 8, 2016.  Our reporting units for purposes of goodwill impairment testing, along with their respective balances at September 30, 2019 were Motion Picture (goodwill of $394 million), Media Networks (goodwill of $2.04 billion), and each of our Television (goodwill of $309 million) and talent management (goodwill of $93 million) businesses, both of which are part of our Television Production segment.  At September 30, 2019, the carrying value of our finite-lived intangible assets was approximately $1.55 billion.  Our finite-lived intangible assets primarily relate to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies (“Traditional Affiliate”), and the carrying value reflects the estimated fair value of these customer relationships determined in connection with the acquisition of Starz on December 8, 2016, net of amortization recorded since the date of the Starz acquisition.

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicates it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value. Identifiable intangible assets with finite lives are amortized to depreciation and amortization expense over their estimated useful lives, ranging from 5 to 17 years. Through June 30, 2019, we have amortized the Starz Traditional Affiliate customer relationships discussed above on a straight-line basis over 17 years. Our finite-lived intangible assets are tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable.  If a triggering event has occurred, an impairment analysis is required. The impairment test first requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted future cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value.

For the quarter ended September 30, 2019, due primarily to the sustained decline in the market price of our common shares, we updated our quantitative impairment assessment of the goodwill for three of our reporting units (Television, Media Networks and Motion Picture).  Based on such quantitative impairment assessment for the quarter ended September 30, 2019, we determined that two of our reporting units (Television and Media Networks) were at risk for impairment since their estimated fair values exceeded their respective carrying values by less than 20%.  While historical performance and current expectations have resulted in fair values of our reporting units in excess of carrying values, if our assumptions used in our assessments are not realized, it is possible that an impairment charge may need to be recorded in the future, which could have a material adverse effect on our financial condition and results of operations.

At September 30, 2019, the Company updated its undiscounted cash flows analysis for the Starz Traditional Affiliate customer relationships (i.e. a finite lived intangible asset) and concluded the undiscounted cash flows continue to exceed its carrying values and therefore the asset was recoverable. Due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, during the quarter ended September 30, 2019, we determined it was appropriate to change the

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pattern of amortization of our Traditional Affiliate customer relationship intangible asset.  Should the revenues from our Traditional Affiliate relationships decline more than the assumed attrition rates used in our current estimates for measuring recoverability of these assets, we may have indicators of impairment which could result in an impairment of our customer relationships intangible assets, or we may need to shorten the useful life or adopt a more accelerated method of amortization.  Both of these occurrences would increase the amount of amortization expense we record, which could have a material adverse effect on our financial condition and results of operations.

For further discussion, see Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Policies.

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 under the plan, leaving approximately $184.7 million of authorized potential purchases. The remaining $184.7 million of our common shares authorized under the plan 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.

No common shares were purchased by us during the three months ended September 30, 2019.

Additionally, during the three months ended September 30, 2019, 12,147 Class A voting shares and 117,574 Class B non-voting shares were withheld upon the vesting of restricted share units and restricted awards, share issuances and stock option exercises to satisfy minimum statutory federal, state and local tax withholding obligations.

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	Exhibit Description	Incorporated by Reference
		Form	Exhibit	Filing Date/ Period End Date
3.1	Articles	8-K	3.1	12/8/2016
3.2	Notice of Articles	8-K/A	3.1	12/9/2016
10.37*	Lions Gate Entertainment Corp. 2019 Performance Incentive Plan	8-K	10.1	9/13/2019
10.38*x	Employment Agreement between Lions Gate Entertainment Corp. and James W. Barge dated November 1, 2019
10.39*x	Form of Restricted Share Unit Award Agreement
10.40*x	Form of Nonqualified Stock Option Agreement
10.41*x	Form of Share Appreciation Rights Award Agreement
31.1x	Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2x	Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1x	Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101x	Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
104x	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (formatted as Inline XBRL and contained in Exhibit 101).

__________________________

*	Management contract or compensatory plan or arrangement.
x	Filed herewith

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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 7, 2019		Title:	Duly Authorized Officer and Chief Financial Officer

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EX-10.38

Exhibit 10.38

November 1, 2019

Mr. James Barge

2700 Colorado Ave., Suite 200

Santa Monica, California 90404

RE: Employment Agreement

Dear Mr. Barge:

On behalf of Lions Gate Entertainment Corp. (the “Company” or “Lions Gate”), this agreement (“Agreement”) shall confirm the terms of your employment by the Company. We refer to you herein as “Employee.” The terms of Employee’s employment are as follows:

1.    TERM

(a) The term of this Agreement will begin August 1, 2019 and end July 31, 2023, subject to earlier termination as provided for in Section 8 below (the “Term”). Prior to August 1, 2019, the employment agreement dated as of December 28, 2016 between the Company and Employee (the “Prior Agreement”) governed the terms and conditions of Employee’s employment. During the Term of this Agreement, Employee will serve as the Company’s Chief Financial Officer, reporting to the Company’s Chief Executive Officer (the “CEO”), currently Jon Feltheimer, or the Company’s designee. Employee shall render such services as are customarily rendered by persons in Employee’s capacity in the entertainment industry and as may be reasonably requested by the Company.

(b) So long as this Agreement shall continue in effect, Employee shall devote Employee’s full business time, energy and ability exclusively to the business, affairs and interests of the Company and matters related thereto, shall use Employee’s best efforts and abilities to promote the Company’s interests, and shall perform the services contemplated by this Agreement in accordance with policies established by the Company. As long as Employee’s meaningful business time is devoted to the Company, Employee may devote a reasonable amount of time to management of personal investments and charitable, political and civic activities, so long as these activities do not conflict with the Company’s interests or otherwise interfere with Employee’s performance under this Agreement.

(c) Subject to travel required by Employee’s position and consistent with the reasonable business of the Company, Employee will be based in the Los Angeles, California area.

(d) During the Term, the Company shall pay for the services of an assistant to the extent available in keeping with the Company’s policy and practice for the Company’s Chief Operating Officer and division heads.

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November 1, 2019

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2.    COMPENSATION

(a) Salary. During the Term, Employee will be paid a base salary at the rate of One Million Dollars ($1,000,000.00) per year (“Base Salary”), payable in accordance with the Company’s normal payroll practices in effect.

(b) Payroll. Nothing in this Agreement shall limit the Company’s right to modify its payroll practices, as it deems necessary.

(c) Bonuses. During the Term, Employee shall be eligible to receive annual performance bonuses with an annual target opportunity of one hundred twenty-five percent (125%) of Employee’s Base Salary based upon such Company and/or individual performance criteria as determined by the Compensation Committee of the Board of Directors of Lions Gate (the “CCLG”), in consultation with the Company’s CEO, or the Company’s designee. Such annual performance bonuses shall be subject to performance metrics that shall be established by the CCLG. Except as expressly set forth herein, Employee must be employed with the Company through the end of the applicable fiscal year to be eligible to receive a bonus for that fiscal year. Any such bonus will be paid as soon as practicable after the end of the applicable fiscal year and in all events within the “short-term deferral” period provided under Treasury Regulation Section 1.409A-1(a)(4). Notwithstanding the foregoing, in the event that Employee’s employment with Company ends on the last day of the Term or Employee’s employment terminates during the Term pursuant to Sections 8(a)(ii), 8(a)(iii), 8(a)(v), 8(a)(vi) or 8(a)(viii) of the Agreement, Employee shall remain eligible for a prorated bonus based upon the amount of time worked during the fiscal year in which the termination occurs and the CCLG’s assessment of the applicable performance criteria, paid at the same time that such bonuses are paid to employees of the Company, but in any event no later than when bonuses are paid to other senior-level executives.

(d)    Tax Withholding. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

3.    BENEFITS

As an employee of the Company, Employee will continue to be eligible to participate in all benefit plans to the same extent as other similarly situated salaried employees of the Company (including the Company’s Chief Operating Officer and division heads) and in all events subject to the terms of such plans as in effect from time to time. For the sake of clarity, such plans do not include compensation and/or any bonus plans.

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November 1, 2019

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4.    VACATION AND TRAVEL

(a) Employee shall be entitled to take paid time off without a reduction in salary, subject to: (i) the approval of Employee’s supervisor; and, (ii) the demands and requirements of Employee’s duties and responsibilities under this Agreement. Employee shall accrue no paid vacation.

(b) Employee will be eligible to be reimbursed for any business expenses in accordance with the Company’s current Travel and Entertainment policy.

(c) In addition, to the extent the following are within the Company’s policy and practice then in effect for similarly situated employees (including the Company’s Chief Operating Officer and division heads), Employee shall be entitled to (i) business class travel in accordance with the Company’s travel and expense policy; (ii) all customary “perqs” of division heads and the Chief Operating Officer of the Company; (iii) a cell phone, which may be expensed; (iv) a reserved parking space; and (v) reimbursement for all expenses reasonably incurred in connection with Employee’s employment.

(d) The Company reserves the right to modify, suspend or discontinue any and all of the above referenced benefits, plans, practices, policies and programs (including those in Section 3) at any time (whether before or after termination of employment) without notice to or recourse by Employee so long as action is taken in general with respect to other similarly situated persons (including the Company’s Chief Operating Officer and division heads) and does not single out Employee.

5.     EQUITY GRANTS

(a)Signing Equity Awards. On September 26, 2019 (the “Award Date”) the CCLG approved the equity awards set forth in this Section 5(a) to Employee (collectively, the “Signing Equity Awards”):

(i) Signing Time-Based SAR Award. An award of share appreciation rights with respect to 635,526 of Lions Gate’s Class B common shares (the “Class B Shares” and such award, the “Signing Time-Based SAR Award”) and with a base price of $8.66 per share.

(ii) Signing Performance-Based SAR Award. An additional award of share appreciation rights with respect to 635,526 of Lions Gate’s Class B Shares and such award, the “Signing Performance-Based SAR Award”) and with a base price of $8.66 per share.

(b)Vesting and Payment. Subject to Section 5(h) below:

(i) The Signing Time-Based SAR Award shall vest as to one-third of the total shares subject to the award on each of the following dates: March 26, 2021, March 26, 2022 and March 26, 2023. Each right subject to

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the Signing Time-Based SAR Award shall be payable upon exercise of the right, as determined by the CCLG in its sole discretion, in the form of either Class B Shares, Lions Gate’s Class A common shares (“Class A Shares”), cash or any combination of the foregoing, with such payment in any case to have an aggregate value (for each right so exercised) equal to the amount by which the fair market value (as determined under the Plan as defined below) of a Class B Share on the date of such exercise of the Signing Time-Based SAR Award exceeds the per-share base price of the Signing Time-Based SAR Award. The Signing Time-Based SAR Award may be exercised only if and to the extent vested.

(ii) The Performance-Based Signing SAR Award shall be eligible to vest as to one-third of the total shares subject to the award on each of the following dates: March 26, 2021, March 26, 2022 and March 26, 2023 (each, a “Signing Award Performance Vesting Date”). Such Performance-Based Signing SAR Award shall be subject to an assessment of Employee’s performance over the twelve (12) month period ending on each such Signing Award Performance Vesting Date, based in part on metrics established by the CCLG in its discretion, in consultation with the Company’s CEO or the Company’s designee. Determination of the vesting of the Performance-Based Signing SAR Award on each respective Signing Award Performance Vesting Date, if any, shall be made by the CCLG in its discretion, in consultation with the Company’s CEO or the Company’s designee. Each right subject to the Performance-Based Signing SAR Award shall be payable upon exercise of the right, as determined by the CCLG in its sole discretion, in the form of either Class B Shares, Class A Shares, cash or any combination of the foregoing with such payment in any case to have an aggregate value (for each right so exercised) equal to the amount by which the fair market value (as determined under the Plan as defined below) of a Class B Share on the date of such exercise of the Performance-Based Signing SAR Award exceeds the per-share base price of the Performance-Based Signing SAR Award. The Performance-Based Signing SAR Award may be exercised only if and to the extent vested. Any portion of the Performance-Based Signing SAR Award that is eligible to vest on a particular Signing Award Performance Vesting Date and that does not vest on that date shall expire on that date with no possibility of further vesting. Notwithstanding the foregoing, the CCLG may, in its sole discretion, provide that any portion of the Performance-Based Signing SAR Award eligible to vest on any such Signing Award Performance Vesting Date that does not vest may vest on any future Signing Award Performance Vesting Date (but in no

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event shall the Performance-Based Signing SAR Award vest as to more than 100% of the shares subject to such award).

(c)Annual Equity Awards. The Company shall request that, at the first CCLG meeting to be held following each of July 1, 2020, July 1, 2021, July 1, 2022 and July 1, 2023 (the date of each such meeting, an “Annual Award Date”) and subject to Employee’s continued employment with the Company through the applicable Annual Award Date, the CCLG grant Employee an annual equity award (each, an “Annual Equity Award,” and collectively, the “Annual Equity Awards”). The aggregate value of each Annual Equity Award (each, the “Annual Equity Award Value”) shall be as follows:

(i) Four Million Dollars ($4,000,000) for the award granted on the 2020 Annual Award Date;

(ii) Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) for the award granted on the 2021 Annual Award Date;

(iii) Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) for the award granted on the 2022 Annual Award Date; and

(iv) Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) for the award granted on the 2023 Annual Award Date.

(d)Allocation of Annual Equity Awards. For each Annual Equity Award, the types of awards granted and the allocation of the applicable Annual Equity Award Value to those awards shall be as follows:

(i) An award of time-based RSUs with respect to the Class B Shares, such award to have a value as determined under Section 5(e) equal to Twenty-Five Percent (25%) of the applicable Annual Equity Award Value (the “Annual Time-Based RSU Award”);

(ii) An award of time-based share appreciation rights with respect to the Class B Shares, such award to have a value as determined under Section 5(e) equal to Twenty-Five Percent (25%) of the applicable Annual Equity Award Value (the “Annual Time-Based SAR Award”);

(iii) An additional award of performance-based RSUs with respect to the Class B Shares, such award to have a value as determined under Section 5(e) equal to Twenty-Five Percent (25%) of the applicable Annual Equity Award Value (the “Annual Performance-Based RSU Award”); and,

(iv) An additional award of performance-based share appreciation rights with respect to the Class B Shares, such award to have a value as determined under Section 5(e) equal to Twenty-Five Percent (25%) of

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the applicable Annual Equity Award Value (the “Annual Performance-Based SAR Award”).

(e)Determination of Annual Equity Awards. Unless otherwise provided by the CCLG in approving the particular grant, the number of Class B shares subject to such Annual Equity Awards shall be determined as follows:

(i) The number of Class B Shares subject to each Annual Time-Based RSU Award and Annual Performance-Based RSU Award shall be determined by dividing the applicable dollar amount for such award set forth above by the closing price (in regular trading) of a Class B Share on the New York Stock Exchange(or such other exchange on which the Company’s shares are then principally traded) on the applicable Annual Award Date (the “Annual Closing Price”); and

(ii) The number of Class B Shares subject to each Annual Time-Based SAR Award and Annual Performance-Based SAR Award shall be determined by dividing the applicable dollar amount for such award set forth above by the per-share fair value of the award on the Annual Award Date (such per‑share value to be based upon the Black – Scholes or similar valuation method and assumptions then generally used by Lions Gate in valuing its options and share appreciation rights awards for financial statement purposes). The base price per share for each Annual Time-Based SAR Award and Annual Performance-Based SAR Award shall be the Annual Closing Price.

(f)Vesting and Payment of Annual Equity Awards. Unless otherwise provided by the CCLG in approving the particular grant and subject to Section 5(h) below, such Annual Equity Awards shall vest (or be eligible to vest) as follows:

(i) Each Annual Time-Based RSU Award and Annual Time-Based SAR Award shall vest as to one-third of the shares subject to the applicable award on each of the first, second, and third anniversaries of the applicable Annual Award Date Each RSU subject to an Annual Time-Based RSU Award shall be payable upon vesting of the RSU, as determined by the CCLG in its sole discretion, in the form of either Class B Shares, Class A Shares, cash or any combination of the foregoing, with such payment in any case to have an aggregate value (for each RSU so vested) equal to the fair market value (as determined under the Plan, as defined below) of a Class B Share on the vesting date. Each right subject to an Annual Time-Based SAR Award shall be payable upon exerciseof the right, as determined by the CCLG in its sole discretion, in the form of either Class B Shares, Class A Shares, cash or any combination of the foregoing, with such payment in any case to have an aggregate value (for each right so exercised) equal to

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the amount by which the fair market value (as determined under the Plan, as defined below) of a Class B Share on the date of such exercise of the Annual Time-Based SAR Award exceeds the per-share base price of such Annual Time-Based SAR Award. Each Annual Time-Based SAR Award may be exercised only if and to the extent vested.

(ii) Each Annual Performance-Based RSU Award and Annual Performance-Based SAR Award shall be eligible to vest as to one-third of the shares subject to the applicable award on each of the first, second, and third anniversaries of the applicable Annual Award Date (each, an “Annual Performance Vesting Date”). The vesting of each such award shall be subject to an assessment of Employee’s performance over the twelve (12) month period ending on the applicable Annual Performance Vesting Date, based in part on metrics established annually by the CCLG in its discretion, in consultation with the Company’s CEO or the Company’s designee. Determination of the vesting of each Annual Performance-Based RSU Award and Annual Performance‑Based SAR Award on each respective Annual Performance Vesting Date, if any, shall be made by the CCLG in its discretion, in consultation with the Company’s CEO or the Company’s designee. Each RSU subject to an Annual Performance-Based RSU Award shall be payable upon vesting of the RSU, as determined by the CCLG in its sole discretion, in the form of either Class B Shares, Class A Shares, cash or any combination of the foregoing, with such payment in any case to have an aggregate value (for each RSU so vested) equal to the fair market value (as determined under the Plan as defined below) of a Class B Share on the vesting date. Each right subject to an Annual Performance-Based SAR Award shall be payable upon exerciseof the right, as determined by the CCLG in its sole discretion, in the form of either Class B Shares, Class A Shares, cash or any combination of the foregoing, with such payment in any case to have an aggregate value (for each right so exercised) equal to the amount by which the fair market value (as determined under the Plan as defined below) of a Class B Share on the date of such exercise of the Annual Performance-Based SAR Award exceeds the per-share base price of the Annual Performance-Based SAR Award. Each Annual Performance-Based SAR Award may be exercised only if and to the extent vested. Any portion of any such award that is eligible to vest on a particular Annual Performance Vesting Date and does not vest on that date shall expire on that date with no possibility of further vesting. Notwithstanding the foregoing, the CCLG may, in its sole discretion, provide that any portion of an Annual Performance-Based RSU Award or Annual Performance-Based SAR Award eligible to vest on any such Annual Performance Vesting Date that does not vest on that date may vest on any future

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Annual Performance Vesting Date (but in no event shall any such award vest as to more than 100% of the shares subject to such award).

(g)Terms of Awards in General. Each of the awards set forth above in this Section 5 (the “Equity Awards”) has been granted in accordance with the terms and conditions of the Lions Gate 2019 Performance Incentive Plan (the “Plan”) or, in the case of the Annual Equity Awards described in Section 5(c), shall be granted in accordance with the terms and conditions of the Plan or a successor plan thereto. Each of the Equity Awards (including, if granted, each of the Annual Equity Awards) shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of the applicable type of award under the Plan (or a successor plan).

(h)Continuance of Employment. Subject to the exceptions in Section 5(i) below, the vesting schedules in Section 5(b) and 5(f) above require Employee’s continued employment with the Company through each applicable vesting date as a condition to the vesting of the applicable installment of the equity awards and the rights and benefits thereto. Except as expressly provided herein, Employee’s then-unvested awards will terminate on any termination of Employee’s employment with the Company, and Employee will have no further rights with respect thereto.

(i)Acceleration of Equity Awards.

(i) In the event that Employee’s employment terminates due to: (A) his death pursuant to Section 8(a)(ii) or (B) his disability pursuant to Section 8(a)(iii), the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested on the termination date (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date.

(ii) In the event that during the Term of this Agreement: (A) Employee’s employment is terminated by the Company “without cause” (and other than a termination described in paragraph (iii) of this Section 5(i)) pursuant to Section 8(a)(v); or (B) the employment of both Jon Feltheimer and Michael Burns with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” as defined in Section 8(a)(vi) below; or (C) a

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Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control Employee’s employment is terminated by Employee for “Good Reason”: (x) the portions of the Signing Equity Awards and the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested as of the termination date; and (y) fifty percent (50%) of the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment, shall accelerate and become fully vested on the termination date (subject, however, in each case to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date.

(iii) In the event that a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by the Company “without cause” (as such term is defined in Section 8(a)(v) below) the following provisions shall apply:

(A) the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date and are then outstanding and not yet vested shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)); and

(B) with respect to the portions of each of the Annual Equity Award(s) (if any) that: (I) are contemplated by Section 5(c) above; and (II) have not been granted and are scheduled to be granted pursuant to Section 5(c) above after the date of Employee’s termination (each, an “Ungranted Annual Equity Award”), Employee shall be entitled to a lump sum payment (subject to Employee’s provision of a general release of claims in accordance with Section 8(a)(v)), to be made not later than sixty (60) days after Employee’s termination date

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(provided, that if such 60-day period spans two calendar years, such payment will be made in the second year), in an amount equal to fifty percent (50%) of the aggregate dollar value of all such Ungranted Annual Equity Awards as set forth in Section 5(c) above. Such payment shall be made in cash, provided that the Company may, at its election, provide for Lions Gate to make all or a portion of such payment in the form of a number of Class B Shares determined by dividing the dollar amount of such payment by the closing price (in regular trading) of the Class B Shares on the payment date.

(iv) In the event that Employee’s services pursuant to this Agreement are set to expire in due course on July 31, 2023, and no less than six (6) months before the conclusion of the Term, the Company either (x) does not offer Employee a renewal or extension of this Agreement or (y) offers Employee a renewal or extension of this Agreement but the terms of such offer are different from those provided herein and such different terms would constitute Good Reason (as defined in Section 8(a)(vi), except that solely for these purposes, clause (z) of such definition shall not apply and instead, a material reduction in the rate of Employee’s Base Salary as set forth in Section 2(a) shall constitute Good Reason), Employee’s services to the Company shall terminate on July 31, 2023 and the portions of the Signing Equity Awards and the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, that are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall immediately accelerate and become fully vested on July 31, 2023 (subject, however, to Employee’s continued employment with the Company through July 31, 2023 and Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. If, more than six (6) months before the conclusion of the Term, the Company offers Employee a renewal or extension of this Agreement on terms Employee believes would constitute Good Reason, Employee shall comply with the notice, cure and termination provisions set forth in the definition of Good Reason in Section 8(a)(vi).

(v) For any other equity-based awards granted during the Term at any time after the date of this Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant), the provisions for accelerated vesting of equity awards in this Section

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5(i) (other than the cash payment provided in Section 5(i)(iii)(B)) shall apply to such awards.

(j)    Definition of Change in Control. For the purposes of this Agreement, “Change of Control” shall mean:

(i) if any person, other than (A) any person who holds or controls entities that, in the aggregate (including the holdings of such person), hold or control thirty-three percent (33%) or more of the outstanding shares of Lions Gate on the date of execution of this Agreement by each party hereto (collectively, a “Thirty-Three Percent Holder”) or (B) a trustee or other fiduciary holding securities of Lions Gate under an employee benefit plan of Lions Gate, becomes the beneficial owner, directly or indirectly, of securities of Lions Gate representing thirty-three percent (33%) or more of the outstanding shares as a result of one or more related transactions in the context of a merger, consolidation, sale or other disposition of equity interests or assets of Lions Gate, excluding any transactions or series of transactions involving a sale or other disposition of securities of Lions Gate by a Thirty-Three Percent Holder;

(ii) if, as a result of one or more related transactions in the context of a merger, consolidation, sale or other disposition of equity interests or assets of Lions Gate, there is a sale or disposition of thirty-three percent (33%) or more of Lions Gate's assets (or consummation of any transaction, or series of related transactions, having similar effect);

(iii) if, as a result of one or more related transactions in the context of a merger, consolidation, sale or other disposition of equity interests or assets of Lions Gate, there occurs a change or series of changes in the composition of the Board as a result of which half or less than half of the directors are incumbent directors;

(iv) if, as a result of one or more related transactions in the context of a merger, consolidation, sale or other disposition of equity interests or assets of Lions Gate (excluding any sale or other disposition of securities of Lions Gate by a Thirty-Three Percent Holder in a single transaction or a series of transactions), a shareholder or group of shareholders acting in concert, other than a Thirty-Three Percent Holder in a single transaction or a series of transactions, obtain control of thirty-three percent (33%) or more of the outstanding shares of Lions Gate;

(v) if, as a result of one or more related transactions in the context of a merger, consolidation, sale or other disposition of equity interests or

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assets of Lions Gate, a shareholder or group of shareholders acting in concert obtain control of at least half of the Board, excluding any transactions or series of transactions involving a sale or other disposition of securities of Lions Gate by a Thirty-Three Percent Holder;

(vi) if there is a dissolution or liquidation of Lions Gate; or

(vii) if there is any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing, excluding any transaction or series of transactions involving a Thirty-Three Percent Holder.

6.    HANDBOOK

Employee agrees that the Company Employee Handbook (the “Handbook”) outlines other policies in addition to the terms set forth in this Agreement, which will apply to Employee’s employment with the Company, and Employee acknowledges receipt of the Handbook. Employee acknowledges and agrees that it is Employee’s obligation to read, understand and adhere to the rules and policies set forth in the Handbook. Employee acknowledges and agrees that the Company retains the right to revise, modify or delete any such policy or any employee benefit plan it deems appropriate and in its sole discretion. Please be advised, Employee shall also be obligated to abide by the policies on the Company’s intranet site as not all Company policies are included in the Handbook.

7.    PUBLIC MORALS

Employee shall act at all times with due regard to public morals, conventions and Company policies. If Employee shall have committed or does commit any act, or if Employee shall have conducted or does conduct Employee’s behavior in a manner, which: (a) shall be an offense involving moral turpitude under federal, state or local laws, or which might tend to bring Employee to public disrepute, contempt, scandal or ridicule; and, (b) has a substantial adverse effect on the business or reputation of the Company, the Company shall have the right to terminate this Agreement upon notice to Employee given at any time following the date on which the commission of such act, or such conduct, shall have become known to the Company pursuant to Section 8(a)(iv)(D) of this Agreement.

8.    TERMINATION

(a) This Agreement and the Term shall terminate upon the happening of any one or more of the following events:

(i) The mutual written agreement between the Company and Employee;

(ii) The death of Employee;

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(iii) Employee’s having become so physically or mentally disabled as to be incapable, even with a reasonable accommodation, of satisfactorily performing Employee’s duties hereunder for a period of ninety (90) days or more within a one hundred twenty (120) day period, provided that Employee has not cured disability within fifteen (15) days of written notice, and such termination is legally permissible at such time;

(iv) The determination on the part of the Company that “cause” exists for termination of this Agreement (provided that the Company acknowledges and agrees that such determination shall not preclude Employee from disputing such determination). As used herein, “cause” is defined as the occurrence of any of the following:

(A) Employee’s conviction of a felony or plea of nolo contendere to a felony (other than a traffic violation);

(B) commission, by act or omission, of any material act of dishonesty in the performance of Employee’s duties hereunder;

(C) material breach of this Agreement by Employee; or

(D) any offense: (i) involving moral turpitude under federal, state or local laws, or which brings Employee to public disrepute, contempt, scandal or ridicule; and, (ii) which has a substantial adverse effect on the business or reputation of the Company, including but not limited to, a termination pursuant to Section 7 above;

Prior to terminating Employee’s employment for “cause,” the Company shall provide Employee with written notice of the grounds for the proposed termination. If the grounds for termination are capable of cure, the Employee shall have fifteen (15) days after receiving such notice in which to cure such grounds to the extent such cure is possible. If cure is not possible or Employee has failed to cure, Employee’s employment shall terminate upon the fifteenth (15^th) day following notice of termination.

(v) Employee’s employment is terminated “without cause.” Termination “without cause” shall be defined as Employee being terminated by the Company for any reason other than as set forth in Sections 8(a)(i)-(iv) above. In the event of a termination “without cause” (other than in the circumstances described in Section 8(a)(vi) below), subject to Employee’s execution and delivery to the Company of a general release of claims in a form acceptable to the Company not

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more than twenty-one (21) days (or forty-five (45) days, as required by law) after the date the Company provides such release (and Employee’s not revoking such release within any revocation period provided under applicable law), Employee shall be entitled to receive a severance payment equal to the greater of: (A) fifty percent (50%) of the aggregate amount of the Base Salary that Employee would have been entitled to receive pursuant to Section 2(a) hereof for the period commencing on the date of such termination and ending on the last day of the scheduled Term then in effect had Employee continued to be employed with the Company through the last day of the scheduled Term; or (B) eighteen (18) months’ Base Salary at the rate then in effect. Subject to the release provision set forth above, such payment shall be made in cash in a lump sum as soon as practicable after (and in all events within sixty (60) days after) the date of Employee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) with the Company; provided, however, that if the 60-day period following Employee’s separation from service spans two calendar years, such lump sum payment shall be made within such 60-day period but in the second of the two calendar years. The Company shall provide the final form of release agreement to Employee not later than seven (7) days following the termination date. The Company’s provision of the payment and benefits referred to in this Section 8(a)(v), in addition to the Company’s payment of the amounts described in Section 5, Section 8(a)(vii) and the accrued obligations described in Section 8(b) below, shall relieve the Company of any and all obligations to Employee.

(vi) The foregoing notwithstanding, if either (x) Employee’s employment with the Company is terminated by the Company without cause (as defined in Section 8(a)(v)) on or within twelve (12) months following a Change of Control, or (y) Employee’s employment with the Company is terminated by Employee for “Good Reason” (as defined below) on or within twelve (12) months following a Change of Control or a Change in Management, then in lieu of the severance provided in Section 8(a)(v) above, Employee shall be entitled to receive: a severance payment equal to the greater of (A) one hundred percent (100%) of the aggregate amount of the Base Salary that Employee would have been entitled to receive pursuant to Section 2(a) hereof for the period commencing on the date of such termination and ending on the last day of the scheduled Term then in effect had Employee continued to be employed with the Company through the last day of the scheduled Term; or (B) eighteen (18) months’ Base Salary at the rate then in effect; provided, however, that Employee’s right to receive such payment shall be subject to satisfaction of the

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requirement to provide a general release of claims in accordance with Section 8(a)(v). Subject to such release requirement, such payment shall be made in cash in a lump sum as soon as practicable after (and in all events within sixty (60) days after) the date of Employee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) with the Company; provided, however, that if the 60-day period following Employee’s separation from service spans two calendar years, such lump sum payment shall be made within such 60-day period but in the second of the two calendar years. The Company shall provide the final form of release agreement to Employee not later than seven (7) days following the termination date. The Company’s provision of the payment and benefits referred to in this Section 8(a)(vi), in addition to the Company’s payment of the amounts described in Section 5, Section 8(a)(vii) and the accrued obligations described in Section 8(b) below, shall relieve the Company of any and all obligations to Employee.

For purposes of this Agreement, “Good Reason” shall mean any (without Employee’s consent): (w) any material diminution by the Company in Employee’s duties, responsibilities or authority as measured against Employee’s responsibilities prior to the Change of Control orChange in Management, as applicable, (x) any change in the positions to which Employee reports which results in Employee reporting to individuals with a materially lower level of authority than the individuals to whom Employee reports as of the date hereof; (y) a requirement that Employee be based in a location that is located twenty-five (25) miles or more outside of the greater Los Angeles, California area (other than as contemplated by Section 1(c) above); or, (z) a material breach of the Agreement by the Company;; provided, however, that any such condition shall not constitute “Good Reason” unless both: (x) Employee provides written notice to the Company of the condition claimed to constitute Good Reason within ninety (90) days of the initial existence of such condition; and, (y) the Company fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of Employee’s employment with the Company shall not be treated as a termination for “Good Reason” unless such termination occurs not more than one (1) year following the initial existence of the condition claimed to constitute “Good Reason.” For these purposes, if the Company is purchased by another entity, it shall not be considered a material diminution in responsibility if Employee is made Chief Financial Officer at that other entity. However, it shall be considered a material diminution in responsibility if Employee is required to report to another employee performing a finance role in

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such other entity (Chief Financial Officer or otherwise) unless Employee consents.

(vii) In addition, if Employee becomes entitled to receive the severance benefits provided in either Section 8(a)(v), 8(a)(vi) or 8(a)(viii) and subject to the release requirement set forth therein, Employee shall also be entitled to the following: (A) remaining eligible for payment by the Company of any bonus payable pursuant to Section 2(c) on a prorated basis for the fiscal year in which such termination of employment occurs based on the amount of such fiscal year worked by Employee (any such bonus to be paid at the time provided in Section 2(c) above and no such bonus to be payable for any fiscal year subsequent to the year of termination of employment); (B) any amounts or benefits due under Section 5 above; and (C) if Employee opts to convert and continue Employee’s health insurance after the termination date, as may be required or authorized by law under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, Company shall pay Employee’s COBRA premiums for eighteen (18) months following his date of termination (or, if earlier, the date he becomes eligible for coverage under the health plan of a future employer or the Company is otherwise no longer required to offer COBRA coverage to Employee). The Company’s payment of the amounts referred to herein and in Sections 8(a)(v),(vi) or (viii), as applicable, in addition to the Company’s payment of the accrued obligations described in Section 8(b) below, shall relieve the Company of any and all obligations to Employee.

(viii) In the event that Employee’s services pursuant to this Agreement are set to expire in due course on July 31, 2023, and no less than six (6) months before the conclusion of the Term, the Company either (x) does not offer Employee a renewal or extension of this Agreement or (y) offers Employee a renewal or extension of this Agreement but the terms of such offer are different from those provided herein and such different terms would constitute Good Reason (as defined in Section 8(a)(vi), except that solely for these purposes, clause (z) of such definition shall not apply and instead, a material reduction in the rate of Employee’s Base Salary as set forth in Section 2(a) shall constitute Good Reason) Employee’s services to the Company shall terminate on July 31, 2023 and Employee shall be entitled to receive a severance payment equal to twelve (12) months’ Base Salary at the rate then in effect, subject to Employee’s continued employment with the Company through July 31, 2023 and Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Such payment shall be made in cash in a lump sum as soon as practicable after (and in all events within sixty (60) days

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after) the date of Employee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) with the Company; provided, however, that if the 60-day period following Employee’s separation from service spans two calendar years, such lump sum payment shall be made within such 60-day period but in the second of the two calendar years. The Company shall provide the final form of release agreement to Employee not later than seven (7) days following the termination date. The Company’s provision of the payment referred to in this Section 8(a)(viii), in addition to the Company’s payment of the amounts described in Section 5, Section 8(a)(vii) and the accrued obligations described in Section 8(b) below, shall relieve the Company of any and all obligations to Employee.

(b) In the event that this Agreement is terminated pursuant to Sections 8(a)(i)-(iv) above, neither the Company nor Employee shall have any remaining duties or obligations hereunder, except that: (i) the Company shall pay to Employee any base salary that had accrued but had not been paid as of the date of termination; (ii) Employee shall be reimbursed for any approved, unreimbursed business expenses so long as appropriate receipts and/or documentation have been provided to the Company; (iii) the Company shall pay to Employee any vested amounts due as of the termination date under Company benefit plans and/or programs; and (iv) in the event of a termination pursuant to Sections 8(a)(ii) or 8(a)(iii), Employee shall both remain eligible for any amounts due under Sections 2(c) and 5(i) above applicable to such termination and the Company shall pay Employee’s COBRA premiums for eighteen (18) months following his date of termination if Employee or his dependents so elect (or, if earlier, the date he becomes eligible for coverage under the health plan of a future employer or the Company is otherwise no longer required to offer COBRA coverage to Employee). Following the termination of the Term and/or this Agreement for any reason, Sections 10-18 shall, notwithstanding anything else herein to the contrary, survive and continue to be binding upon the parties following such termination.

9.    EXCLUSIVITY AND SERVICE

Employee’s services shall be exclusive to the Company during the Term. Employee shall render such services as are customarily rendered by persons in Employee’s capacity in the entertainment industry and as may be reasonably requested by the Company. Employee hereby agrees to comply with all reasonable requirements, directions and requests, and with all reasonable rules and regulations made by the Company in connection with the regular conduct of its business. Employee further agrees to render services during Employee’s employment hereunder whenever, wherever and as often as the Company may reasonably require in a competent, conscientious and professional manner, and as instructed by the Company in all matters, including those involving artistic taste and judgment, but there shall be no obligation on the Company to cause or allow Employee to render any services, or to include all or any of Employee’s work or services in any motion picture or other property or production.

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10.    INTELLECTUAL PROPERTY

(a) Employee agrees that the Company shall be the sole and exclusive owner throughout the universe in perpetuity of all of the results and proceeds of Employee’s services, work and labor in connection with Employee’s employment by the Company, during the Term and any other period of employment with the Company, free and clear of any claims, liens or encumbrances. Employee shall promptly and fully disclose to the Company, with all necessary detail for a complete understanding of the same, any and all work product, developments, clients and potential client lists, discoveries, inventions, improvements, conceptions, ideas, writings, processes, information, logos, marketing plans, software, formulae, designs, schematics, discoveries, inventions, algorithms, contracts, methods, works, improvements on existing processes, and devices, whether or not patentable or copyrightable, which are conceived, created, reduced to practice, made, acquired, or written by Employee, solely or jointly with another, while employed by the Company (whether or not at the request or upon the suggestion of the Company and whether or not during normal business hours) and which (a) are conceived, created or reduced to practice through any use of Company facilities, resources, information or equipment; (b) relate to the work or services Employee performs or performed for the Company; or (c) relate to the Company’s business or actual or demonstrably anticipated research and development (or that of the Company’s parent, affiliates, or subsidiaries) (collectively, “Proprietary Rights”).

(a)All copyrightable works that Employee conceives, creates or reduces to practice in connection with Employee’s obligations under this Agreement and any other period of employment with the Company, its parent, affiliates, or subsidiaries, whether or not during normal business hours, shall be considered “work made for hire” and therefore the sole and exclusive property of the Company. To the extent any work so produced or other intellectual property so generated by Employee is not deemed to be a “work made for hire,” Employee hereby assigns and transfers and agrees to assign and transfer to the Company (or as otherwise directed by the Company) Employee's full rights, title and interests in the Proprietary Rights to the Company or its designee. In addition, Employee shall deliver to the Company any and all drawings, notes, specifications and data relating to the Proprietary Rights. Whenever requested to do so by the Company, Employee shall execute and deliver to the Company any and all applications, assignments and other instruments and do such other acts that the Company shall reasonably request to apply for and obtain patents and/or copyrights in any and all countries or to otherwise protect the Company’s interest in the Proprietary Rights and/or to vest title thereto to the Company. Employee further agrees not to charge the Company for time spent in complying with these obligations. This Section 10 shall apply only to that intellectual property if: (a) it was conceived, created or reduced to practice through any use of Company facilities, resources, information or equipment; (b) it relates to the work or services Employee performs or performed for the Company; or (c) it relates to the Company’s business or actual or demonstrably anticipated research and development (or that of the Company’s parent, affiliates, or subsidiaries). Employee hereby acknowledges receipt of written notice from the Company pursuant to California Labor Code Section 2872 that this Agreement (to the extent it requires an assignment or offer to assign rights to any invention of Employee) does not apply to an invention which qualifies

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fully under California Labor Code Section 2870. Without limiting the foregoing, Employee agrees to abide by the provisions contained in the Handbook with respect to intellectual property.

11.    ASSIGNMENT AND DELEGATION

Employee shall not assign any of Employee’s rights or delegate any of Employee’s duties granted under this Agreement. Any such assignment or delegation shall be deemed void ab initio.

12.    TRADE SECRETS

(a) Employee agrees that during and after Employee’s employment with the Company, Employee will hold in the strictest confidence, and will not use (except for the benefit of the Company during Employee’s employment) or disclose to any person, firm, or corporation (without written authorization of the CEO of the Company) any Company Confidential Information. Employee understands that his unauthorized use or disclosure of Company Confidential Information during Employee’s employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. Employee understands that “Company Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by Employee or to which Employee gained access while employed by the Company concerning (i) the business or affairs of the Company, (ii) products or services, (iii) revenues, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and customer or client lists), (xiii) customer preferences and contact information, (xiv) the personnel information of other employees (including, but not limited to, skills, performance, discipline, and compensation), (xv) other copyrightable works, (xvi) all production methods, processes, technology and trade secrets, and (xvii) all similar and related information in whatever form. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act (or failure to act) of Employee or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee acknowledges that, as between the Company and Employee, all Confidential Information shall be the sole and exclusive property of the Company and its assigns.

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(b) Employee agrees that Employee will not, during Employee’s employment with the Company, improperly use or disclose any proprietary information (including, but not limited to, software, source and object code, developments, techniques, inventions, processes, technology, designs and drawings) or trade secrets of any former or concurrent employer or other person or entity and that Employee will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Employee recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Employee’s work for the Company consistent with the Company’s agreement with such third party.

(d) Employee agrees that for a period of twelve (12) months immediately following the termination of Employee’s relationship with the Company for any reason, whether voluntary or involuntary, with or without cause, Employee shall not either directly or indirectly solicit, encourage or recruit any of the Company’s employees or consultants to become employed or engaged by any third party or Employee, solicit, encourage or recruit any of the Company’s employees or consultants to terminate their employment or consulting relationship with the Company. Employee acknowledges that the covenants in this Section 12(d) are reasonable and necessary to protect the Company’s trade secrets and stable workforce.

(e) Employee understands that nothing in this Agreement is intended to (i) limit or restrict Employee’s rights as an employee to discuss the terms, wages, and working conditions of Employee’s employment as protected by applicable labor laws; and (ii) limit or restrict in any way Employee’s immunity from liability for disclosing the Company’s trade secrets as specifically permitted by 18 U.S. Code Section 1833, which provides, in pertinent part, as follows:

“(b) Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing.

(1) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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(2) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

13.    CONFLICTING EMPLOYMENT

(a) Employee agrees that during the term of Employee’s employment with the Company, Employee will not engage in or undertake any other employment, occupation, consulting relationship, or commitment that is directly related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will Employee engage in any other activities that conflict with Employee’s obligations to the Company.

(b) Without limiting Section 13(a), Employee represents that Employee has no other agreements, relationships, or commitments to any other person or entity that conflict with Employee’s obligations to the Company under this Agreement or Employee’s ability to become employed and perform the services for which Employee is being hired by the Company. Employee further agrees that if Employee has signed a confidentiality agreement or similar type of agreement with any former employer or other entity, Employee will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. Employee represents and warrants that after undertaking a careful search (including searches of Employee’s computers, cell phones, electronic devices, and documents), Employee has returned all property and confidential information belonging to all prior employers. Moreover, Employee agrees to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from Employee’s breach of Employee’s obligations under any agreement to which Employee is a party or obligation to which Employee is bound, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.

14.     ARBITRATION

Any and all non-time barred, legally actionable dispute, controversy or claim arising under or in connection with this Agreement, the inception or termination of the Employee’s employment, or any alleged discrimination or tort claim related to such employment, including issues raised regarding the Agreement’s enforcement, arbitrability, validity, interpretation or breach, default, or misrepresentation in connection with any of the provisions shall be settled exclusively by individual, final and binding arbitration pursuant to the Federal Arbitration Act (“FAA”), to be held in Los Angeles County, before a single arbitrator selected from Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in

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accordance with the then-current JAMS Arbitration Rules and Procedures for employment disputes, as modified by the terms and conditions of this Section (which may be found at www.jamsadr.com under the Rules/Clauses tab). The parties will select the arbitrator by mutual agreement or, if the parties cannot agree, then by striking from a list of qualified arbitrators supplied by JAMS from their labor and employment panel. Final resolution of any dispute through arbitration may include any remedy or relief that is provided for through any applicable state or federal statutes, or common law. Statutes of limitations shall be the same as would be applicable were the action to be brought in court. The arbitrator selected pursuant to this Agreement may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator under this Agreement shall be final and binding on the parties to this Agreement and may be enforced by any court of competent jurisdiction. The Company will pay those arbitration costs that are unique to arbitration, including the arbitrator’s fee (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). If, however, any party prevails on a statutory claim, which affords the prevailing party attorneys’ fees and costs, then the arbitrator may award reasonable fees and costs to the prevailing party. The arbitrator may not award attorneys’ fees to a party that would not otherwise be entitled to such an award under the applicable statute. The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury or a court in any action or proceeding brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or Employee’s employment.

15.    INDEMNIFICATION

Except with respect to claims resulting from Employee’s willful misconduct or acts outside the scope of his employment hereunder, Employee shall continue to be defended, indemnified and held harmless by Company in respect of all claims arising from or in connection with his position or services as an Employee of the Company to the maximum extent permitted in accordance with Lions Gate’s Articles of Incorporation, Bylaws, Board Resolutions and under applicable California and British Columbia law (including, without limitation and as applicable, attorney’s fees), and shall be covered by the Company’s applicable directors and officers insurance policy.

16.    INTEGRATION, AMENDMENT, NOTICE, SEVERABILITY, AND FORUM

(a) This Agreement expresses the binding and entire agreement between Employee and the Company and shall replace and supersede all prior arrangements and representations, either oral or written, as to the subject matter hereof (including, without limitation, the Prior

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Agreement, with the sole exception of Section 5 therein, which shall remain in full force and effect).

(b) All modifications or amendments to this Agreement must be made in writing and signed by both parties.

(c) Any notice required herein shall be in writing and shall be deemed to have been duly given when delivered by hand, received via electronic mail or on the depositing of said notice in any U.S. Postal Service mail receptacle with postage prepaid, addressed to the Company at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404 and to Employee at the address set forth above, or to such address as either party may have furnished to the other in writing in accordance herewith.

(d) If any portion of this Agreement is held unenforceable under any applicable statute or rule of law then such portion only shall be deemed omitted and shall not affect the validity of enforceability of any other provision of this Agreement.

(e) Except for Section 14, which shall be governed by the FAA (both substantively and procedurally), this Agreement shall be governed by the laws of the State of California. The state and federal courts (or arbitrators appointed as described herein) located in Los Angeles, California shall, subject to the arbitration agreement set forth in Section 14 above, be the sole forum for any action for relief arising out of or pursuant to the enforcement or interpretation of this Agreement. Each party to this Agreement consents to the personal jurisdiction and arbitration in such forum and courts and each party hereto covenants not to, and waives any right to, seek a transfer of venue from such jurisdiction on any grounds.

17.    LIMIT ON BENEFITS

(a)Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Employee under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits” for purposes of this Section 16) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if Employee received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). In such case, unless Employee has given prior written notice to the Company specifying a different order to effectuate the reduction of the Benefits (any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder), the Benefits shall be reduced or eliminated by first reducing or eliminating cash severance payments, then by reducing or eliminating other cash payments, then by reducing or eliminating those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice

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given by Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s rights and entitlements to any benefits or compensation.

(b)A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by Company’s independent public accountants or another certified public accounting firm of national reputation designated by Lions Gate (the “Accounting Firm”). Company and Employee shall use their reasonable efforts to cause the Accounting Firm to provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Company and Employee within five (5) days of the date of termination of Employee’s employment, if applicable, or such other time as requested by Company or Employee (provided Employee reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Employee with respect to any Benefits, Company and Employee shall use their reasonable efforts to cause the Accounting Firm to furnish Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to any such Benefits. Unless Employee provides written notice to Company within ten (10) days of the delivery of the Determination to Employee that he disputes such Determination, the Determination shall be binding, final and conclusive upon Company and Employee.

18.    SECTION 409A

(a)It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the U.S. Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee.

(b)Notwithstanding any provision of this Agreement to the contrary, if Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Employee’s separation from service (as defined above), Employee shall not be entitled to any payment or benefits pursuant to Sections 2, 5 and 8(a)(v)-8(a)(viii) until the earlier of (i) the date which is six (6) months after Employee’s separation from service for any reason other than death, or (ii) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of this paragraph shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Employee’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Employee’s death). The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A.

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(c)To the extent that any reimbursements pursuant to the provisions of this Agreement are taxable to Employee, any such reimbursement payment shall be paid to Employee on or before the last day of Employee’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Employee receives in one taxable year shall not affect the amount of such benefits or reimbursements that Employee receives in any other taxable year.

(d)Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to Employee will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Employee or any other person or entity if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Employee further understands and agrees that he will be entirely responsible for any and all taxes on any benefits payable to him as a result of this Agreement.

Please acknowledge your confirmation of the above terms by signing below where indicated.

Very truly yours,

LIONS GATE ENTERTAINMENT CORP.

/s/ Corii D. Berg

Corii D. Berg

Executive Vice President and General Counsel, Lions Gate Entertainment Corp.

AGREED AND ACCEPTED

This ___ day of __________, 2019

/s/ James Barge

JAMES BARGE

EX-10.39

Exhibit 10.39

LIONS GATE ENTERTAINMENT CORP.

2017 PERFORMANCE INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [DATE] by and between Lions Gate Entertainment Corp., a company recognized under the laws of the Province of British Columbia (the “Corporation”), and [NAME] (the “Participant”).

W I T N E S S E T H

WHEREAS, pursuant to the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan (the “Plan”), the Corporation has granted to the Participant effective as of the date hereof (the “Award Date”), a credit of share units under the Plan (the “Award”), upon the terms and conditions set forth herein and in the Plan.

NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

1.Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

2.Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant an Award of [AMOUNT] share units (the “Share Units”) with respect to the Corporation’s Class B non-voting common shares (the “Class B Common Shares”). As used herein, the term “share unit” means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Class B Common Share (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Share Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Share Units vest pursuant to Section 3. The Share Units shall not be treated as property or as a trust fund of any kind. The Award is in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant.

[The Award has been granted to the Participant in complete fulfillment of the Corporation’s obligations to grant restricted share units under the provisions of [Section ___] of the Participant’s written employment agreement with the Corporation or one of its Subsidiaries.]

3.Vesting. [Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to one-third of the total number of Share Units (in each case subject to adjustment under Section 7.1 of the Plan) on each of the first, second and third anniversaries of the Award Date.]

4.Continuance of Employment. The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award (with the exception of any acceleration provisions provided for in the Participant’s most recently executed employment agreement then in effect, if any and to the extent applicable to the Award) and the rights and benefits under this Agreement. Employment or

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service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 8 below or under the Plan.

Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.

5.Dividend and Voting Rights.

(a)Limitations on Rights Associated with Units. The Participant shall have no rights as a shareholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Share Units and any Class B Common Shares underlying or issuable in respect of such Share Units until such Class B Common Shares are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of such shares.

(b)    Dividend Equivalent Rights Distributions. As of any date that the Corporation pays an ordinary cash dividend on its Class B Common Shares, the Corporation shall credit the Participant with an additional number of Share Units equal to (i) the per share cash dividend paid by the Corporation on its Class B Common Shares on such date, multiplied by (ii) the total number of Share Units (including any dividend equivalents previously credited hereunder) (with such total number adjusted pursuant to Section 7.1 of the Plan) subject to the Award as of the related dividend payment record date, divided by (iii) the fair market value of a Class B Common Share on the date of payment of such dividend. Any Share Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Share Units to which they relate. No crediting of Share Units shall be made pursuant to this Section 5(b) with respect to any Share Units which, as of such record date, have either been paid pursuant to Section 7 or terminated pursuant to Section 8.

6.Restrictions on Transfer. Neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.

7.Timing and Manner of Payment of Share Units. On or as soon as administratively practical following each vesting of any Share Units subject to the Award pursuant to Section 3 hereof or Section 7 of the Plan (and in all events not later than two and one-half months after the applicable vesting date), the Corporation shall deliver to the Participant a number of Class B Common Shares (either by delivering one or more certificates for such shares or by entering such

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shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Share Units subject to this Award that vest on the applicable vesting date; provided, however, that the Administrator may provide in its discretion for payment of such vested Share Units to be made in any combination of Class B Common Shares, the Corporation’s Class A voting common shares, or cash with an aggregate fair market value (as determined in accordance with the applicable provisions of the Plan) as of the date of such payment equal to the aggregate fair market value of the vested Share Units to be paid. The Corporation’s obligation to deliver Class B Common Shares or otherwise make payment with respect to vested Share Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Share Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights with respect to any Share Units that are paid or that terminate pursuant to Section 8.

8.Effect of Termination of Employment or Service. The Participant’s Share Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by or in service to the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment or service with the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily. If any unvested Share Units are terminated hereunder, such Share Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

9.Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s Class B Common Shares contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such shares), the Administrator shall make adjustments in accordance with such section in the number of Share Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

10.Tax Withholding. Subject to Section 8.1 of the Plan, upon any distribution of Common Shares in respect of the Share Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Share Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

11.Notices. Any notice to be given under the terms of this Agreement shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail, telexed, telecopied, telegraphed, or delivered, if to the Corporation, at its principal office to the attention of the Secretary,

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and if to the Participant, at the Participant’s last address on the payroll records of the Corporation, or at such other address as each party may from time to time direct in writing. Any such notice shall be deemed to have been received, if mailed, telexed, telecopied, or telegraphed, forty-eight hours after the time of mailing, telexing, telecopying, or telegraphing, and if delivered, upon delivery. If normal mail service is interrupted by a labour dispute, slowdown, strike, force majeure, or other cause, a notice sent by mail shall not be deemed to be received until actually received, and the party giving such notice shall use such other services as may be available to ensure prompt delivery or shall deliver such notice.

12.Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

13.Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14.Limitation on Participant’s Rights. Participation in the Planconfers norights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Share Units, and rights no greater than the right to receive the Class B Common Shares (or equivalent value) as a general unsecured creditor with respect to Share Units, as and when payable hereunder.

15.Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17.Governing Law. This Agreement 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.

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18.Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

19.Quebec Participants. If the Participant is a resident of the Province of Quebec, the Participant acknowledges receipt of an information memorandum in respect of the Plan.

20.Language. The parties hereto have requested that this Agreement and the certificates, documents or notices relating thereto be drafted in the English language. Les parties a cet accord ont exige que cet accord et tous certifcats, documents ou avis y afferent soit redige en langue anglaise.

21.Clawback Policy. The Share Units 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 the Share Units or any Common Shares or other cash or property received with respect to the Share Units (including any value received from a disposition of the shares acquired upon payment of the Share Units).

22.No Advice Regarding Grant. The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Participant may determine is needed or appropriate with respect to the Share Units (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Agreement) or recommendation with respect to the Award. Except for the withholding rights set forth in Section 10 above, the Participant is solely responsible for any and all tax liability that may arise with respect to the Award.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his or her hand as of the date and year first above written.

LIONS GATE ENTERTAINMENT CORP.,

a company recognized under the laws of the Province of British Columbia

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EX-10.40

Exhibit 10.40

LIONS GATE ENTERTAINMENT CORP.

2019 PERFORMANCE INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated ____________________ by and between LIONS GATE ENTERTAINMENT CORP., a company recognized under the laws of the Province of British Columbia (the “Corporation”), and ____________________ (the “Participant”), evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Participant as to the number of the Corporation’s Class B non-voting common shares (“Class B Common Shares”) first set forth below.

Number of Class B Common Shares:	Award Date:
Exercise Price per Share:1 $	Expiration Date:1,
Vesting1,2 [The Option shall become vested as to one-third of the total number of Class B Common Shares subject to the Option on each of the first, second and third anniversaries of the Award Date.]

The Option is granted under the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan, or any successor plan thereto (the “Plan”), and subject to the Terms and Conditions of Incentive Stock Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option is in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

[The Option has been granted to the Participant in complete fulfillment of the Corporation’s obligations to grant stock options under the provisions of [Section ___] of the Participant’s written employment agreement with the Corporation or one of its Subsidiaries.]

“Participant”		Lions Gate Entertainment Corp.
Signature:	_________________________	By:	_________________________
Print Name:	_________________________	Name:	_________________________
		Title:	_________________________

Consent of Spouse

In consideration of the Corporation’s execution of this Award Agreement, the undersigned spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the Plan.

Signature of Spouse:	_________________________
Print Name:	_________________________
Date:	_________________________

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TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1. Vesting; Limits on Exercise; Incentive Stock Option Status.

The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option, as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Participant has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• Minimum Exercise. No fewer than 100 Class B Common Shares (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.

• Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

2. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option (with the exception of any acceleration provisions provided for in the Participant’s most recently executed employment agreement then in effect, if any and to the extent applicable to the Option) and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services, as provided in Section 4 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation.

3. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• a written notice stating the number of Class B Common Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time;

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• payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation;

• any written statements or agreements required pursuant to Section 8.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any such payment method):

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

• in Class B Common Shares already owned by the Participant, valued at their fair market value (as determined under the Plan) on the exercise date;

• a reduction in the number of Class B Common Shares otherwise deliverable to the Participant (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or

• a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

4.    Early Termination of Option.

4.1    Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

4.2    Termination of Option upon a Termination of Participant’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary is referred to as the Participant’s “Severance Date”):

(i) other than as expressly provided below in this Section 4.2, (a) the Participant (or the Participant’s beneficiary in the event of the Participant’s death) will have until the date that is six (6) months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 6-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 6-month period;

(ii) subject to Section 4.2(iii) below, if (x) as of the Participant’s Severance Date, the Participant has been employed by or provided services to the Corporation or a Subsidiary for at least ten (10) years and has attained at least age fifty-five (55), and (y) the Participant’s Severance Date is a result of a termination of the Participant’s employment or services either (I) by the Corporation or a Subsidiary other than for Cause, (II) due to the Participant’s death or Total Disability, or (III) at any time on or after March 23, 2020, due to a voluntary resignation by the Participant (and provided that the Participant has provided at least four (4) months advance written notice to the Corporation or a Subsidiary of such resignation), then (a) the Participant (or the Participant’s beneficiary in the event of the Participant’s death) shall have until the date that is three (3) years after his or her Severance Date to exercise the Option (or portion thereof) to the extent

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that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period;

(iii) if (x) as of the Participant’s Severance Date, the Participant has been employed by or provided services to the Corporation or a Subsidiary for at least five (5) years, the Participant has attained at least age sixty (60), and the Participant is serving as an Executive Vice President of the Corporation or in a more senior position with the Corporation, and (y) the Participant’s Severance Date is a result of a termination of the Participant’s employment or services either (I) by the Corporation or a Subsidiary other than for Cause, (II) due to the Participant’s death or Total Disability, or (III) at any time on or after March 23, 2020, due to a voluntary resignation by the Participant (and provided that the Participant has provided at least four (4) months advance written notice to the Corporation or a Subsidiary of such resignation), then (a) the Participant (or the Participant’s beneficiary in the event of the Participant’s death) shall have until the date that is five (5) years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 5-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 5-year period; and

(iv) if the Participant’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

For purposes of the Option, “Cause” has the meaning given to such term (or similar term) in any employment agreement between the Participant and the Corporation or a Subsidiary then in effect or, if there is no such agreement (or such agreement does not include such a definition), means that the Participant:

(1) has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(2) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);

(3) has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or

(4) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; has improperly induced a

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vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 4.1. The Administrator shall be the sole judge of whether the Participant continues to render employment or services for purposes of this Option Agreement.

5. Non-Transferability.

The Option and any other rights of the Participant under this Option Agreement or the Plan are nontransferable and exercisable only by the Participant, except as set forth in Section 5.7 of the Plan.

6. Notices.

Any notice to be given under the terms of this Option Agreement shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail, telexed, telecopied, telegraphed, or delivered, if to the Corporation, at its principal office to the attention of the Secretary, and if to the Participant, at the Participant’s last address on the payroll records of the Corporation, or at such other address as each party may from time to time direct in writing. Any such notice shall be deemed to have been received, if mailed, telexed, telecopied, or telegraphed, forty-eight hours after the time of mailing, telexing, telecopying, or telegraphing, and if delivered, upon delivery. If normal mail service is interrupted by a labour dispute, slowdown, strike, force majeure, or other cause, a notice sent by mail shall not be deemed to be received until actually received, and the party giving such notice shall use such other services as may be available to ensure prompt delivery or shall deliver such notice.

7. Plan.

The Option and all rights of the Participant under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Participant agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Participant acknowledges having read and understood the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

8. Entire Agreement.

This Option Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as

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or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

9. Governing Law.

This Option Agreement shall be governed by and construed and enforced 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.

10. Effect of this Agreement.

Subject to the Corporation’s right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

11. Quebec Participants.

If the Participant is a resident of the Province of Quebec, the Participant acknowledges receipt of an information memorandum in respect of the Plan.

12. Language.

The parties hereto have requested that this Option Agreement and the certificates, documents or notices relating thereto be drafted in the English language. Les parties a cet accord ont exige que cet accord et tous certificats, documents ou avis y afferent soit redige en langue anglaise.

13. Counterparts.

This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

15. Clawback Policy.

The Option is 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 forfeiture of the Option and repayment or forfeiture of any Class B Common Shares or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).

16. No Advice Regarding Grant.

The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Participant may determine is needed or appropriate with respect to the Option (including, without limitation, to determine the foreign, state, local, estate and/or gift tax

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consequences with respect to the Option and any shares that may be acquired upon exercise of the Option). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Option Agreement) or recommendation with respect to the Option. Except for the withholding rights contemplated by Section 3 above and Section 8.5 of the Plan, the Participant is solely responsible for any and all tax liability that may arise with respect to the Option and any shares that may be acquired upon exercise of the Option.

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EX-10.41

Exhibit 10.41

LIONS GATE ENTERTAINMENT CORP.
2019 PERFORMANCE INCENTIVE PLAN

SHARE APPRECIATION RIGHTS AWARD AGREEMENT

THIS SHARE APPRECIATION RIGHTS AWARD AGREEMENT (this “Award Agreement”) dated ____________________, by and between LIONS GATE ENTERTAINMENT CORP., a company recognized under the laws of the Province of British Columbia (the “Corporation”), and ____________________ (the “Participant”), evidences the award (the “Award”) granted by the Corporation to the Participant of the number of share appreciation rights (the “SARs”) set forth below with respect to the Corporation’s Class B non-voting common shares (the “Class B Common Shares”).

Number of SARs:	Base Price per SAR: 1
Award Date:	Expiration Date: 1,
Vesting1,2 [The Award shall become vested as to one-third of the total number of SARs subject to the Award on each of the first, second and third anniversaries of the Award Date.]

The Award is granted under the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “Plan”), and subject to the Terms and Conditions of Share Appreciation Rights (the “Terms”) attached to this Award Agreement (incorporated herein by this reference) and to the Plan. The Award is in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Award set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

[The Award has been granted to the Participant in complete fulfillment of the Corporation’s obligations to grant time-based share appreciation rights under the provisions of [Section ___] of the Participant’s written employment agreement with the Corporation or one of its Subsidiaries.]

“Participant”		Lions Gate Entertainment Corp.
Signature:	_________________________	By:	_________________________
Print Name:	_________________________	Name:	_________________________
		Title:	_________________________

Consent of Spouse

In consideration of the Corporation’s execution of this Award Agreement, the undersigned spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the Plan.

Signature of Spouse:	_________________________
Print Name:	_________________________
Date:	_________________________

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OMM_US:75867595.2

TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

1. Vesting; Limits on Exercise.

The Award shall vest and become exercisable in percentage installments of the aggregate number of SARs subject to the Award as set forth on the cover page of this Award Agreement. The SARs may be exercised only to the extent the SARs are vested and exercisable.

• Cumulative Exercisability. To the extent that the SARs are vested and exercisable, the Participant has the right to exercise the SARs (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the SARs.

• No Fractional SARs. Fractional SARs shall be disregarded, but may be cumulated.

• Minimum Exercise. No fewer than 100 SARs (subject to adjustment under Section 7.1 of the Plan) may be exercised at any one time, unless the number exercised is the total number at the time exercisable under the Award.

2. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Award requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award (with the exception of any acceleration provisions provided for in Participant’s most recently executed employment agreement then in effect, if any and to the extent applicable to the Award) and the rights and benefits under this Award Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services, as provided in Section 4 below or under the Plan.

Nothing contained in this Award Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.

3. Exercise and Payment of SARs.

3.1Method of Exercise. The SARs shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of a written notice stating the number of SARs to be exercised pursuant to the Award or by the completion of such other administrative exercise procedures as the Administrator may require from time to time.

3.2Payment of SARs.

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(A)Amount. Upon the exercise of the SARs and the attendant surrender of an exercisable portion of the Award, the Participant will be entitled to receive payment of an amount for each SAR being exercised (subject to the tax withholding provisions of Section 3.3) equal to the difference (but not less than zero) obtained by subtracting the Base Price per SAR from the fair market value (determined in accordance with the applicable provisions of the Plan) of a Class B Common Share of the Corporation as of the date of exercise (the “Exercise Date”).

(B)Form of Payment. The aggregate amount payable pursuant to Section 3.2(A) with respect to a particular Exercise Date will be paid to the Participant on or as soon as administratively practicable after that Exercise Date (and in all events no later than thirty (30) days after the Exercise Date) by delivery to the Participant of a number of Class B Common Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) having an aggregate fair market value (as determined in accordance with the applicable provisions of the Plan) as of the Exercise Date equal to the amount of such payment; provided, however, that the Administrator may provide in its discretion for such payment to be made in any combination of Class B Common Shares, the Corporation’s Class A voting common shares, or cash with an aggregate fair market value (as determined in accordance with the applicable provisions of the Plan) as of the Exercise Date equal to the amount of such payment. The Corporation’s obligation to make any payment with respect to the SARs is subject to the condition precedent that the Participant or other person entitled under the Plan to receive such payment with respect to the SARs deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. In each case, the payment is subject to the tax withholding provisions of Section 3.3. The Participant shall have no further rights with respect to any SARs that are paid or that terminate pursuant to Section 4.

3.3Tax Withholding. In the event of a distribution of Common Shares in respect of the SARs, the Corporation shall, subject to Section 8.1 of the Plan, automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates, provided that if the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the SARs, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from the amount of such payment or any other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

4.    Early Termination of Award.

4.1    Possible Termination of Award upon Certain Corporate Events. The Award is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

4.2    Termination of Award upon a Termination of Participant’s Employment or Services. Subject to earlier termination on the Expiration Date of the Award or pursuant to Section 4.1 above, if the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary is referred to as the Participant’s “Severance Date”):

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(i) other than as expressly provided below in this Section 4.2, (a) the Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death) will have until the date that is six (6) months after his or her Severance Date to exercise the Award (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Award, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Award, to the extent exercisable for the 6-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 6-month period;

(ii) subject to Section 4.2(iii) below, if (x) as of the Participant’s Severance Date, the Participant has been employed by or provided services to the Corporation or a Subsidiary for at least ten (10) years and has attained at least age fifty-five (55), and (y) the Participant’s Severance Date is a result of a termination of the Participant’s employment or services either (I) by the Corporation or a Subsidiary other than for Cause, (II) due to the Participant’s death or Total Disability, or (III) at any time on or after March 23, 2020, due to a voluntary resignation by the Participant (and provided that the Participant has provided at least four (4) months advance written notice to the Corporation or a Subsidiary of such resignation), then (a) the Participant (or the Participant’s beneficiary in the event of the Participant’s death) shall have until the date that is three (3) years after his or her Severance Date to exercise the Award (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Award, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Award, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period;

(iii) if (x) as of the Participant’s Severance Date, the Participant has been employed by or provided services to the Corporation or a Subsidiary for at least five (5) years, the Participant has attained at least age sixty (60), and the Participant is serving as an Executive Vice President of the Corporation or in a more senior position with the Corporation, and (y) the Participant’s Severance Date is a result of a termination of the Participant’s employment or services either (I) by the Corporation or a Subsidiary other than for Cause, (II) due to the Participant’s death or Total Disability, or (III) at any time on or after March 23, 2020, due to a voluntary resignation by the Participant (and provided that the Participant has provided at least four (4) months advance written notice to the Corporation or a Subsidiary of such resignation), then (a) the Participant (or the Participant’s beneficiary in the event of the Participant’s death) shall have until the date that is five (5) years after his or her Severance Date to exercise the Award (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Award, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Award, to the extent exercisable for the 5-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 5-year period; and

(iv) if the Participant’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Award (whether vested or not) shall terminate on the Severance Date.

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For purposes of the Award, “Cause” has the meaning given to such term (or similar term) in any employment agreement between the Participant and the Corporation or a Subsidiary then in effect or, if there is no such agreement (or such agreement does not include such a definition), means that the Participant:

(1) has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(2) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);

(3) has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or

(4) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.

For purposes of the Award, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

In all events the Award is subject to earlier termination on the Expiration Date of the Award or as contemplated by Section 4.1. The Administrator shall be the sole judge of whether the Participant continues to render employment or services for purposes of this Award Agreement.

5. Non-Transferability.

The Award and any other rights of the Participant under this Award Agreement or the Plan are nontransferable and exercisable only by the Participant, except as set forth in Section 5.7 of the Plan.

6. Notices.

Any notice to be given under the terms of this Award Agreement shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail, telexed, telecopied, telegraphed, or delivered, if to the Corporation, at its principal office to the attention of the Secretary, and if to the Participant, at the Participant’s last address on the payroll records of the Corporation, or at such other address as each party may from time to time direct in writing. Any such notice shall be deemed to have

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been received, if mailed, telexed, telecopied, or telegraphed, forty-eight hours after the time of mailing, telexing, telecopying, or telegraphing, and if delivered, upon delivery. If normal mail service is interrupted by a labour dispute, slowdown, strike, force majeure, or other cause, a notice sent by mail shall not be deemed to be received until actually received, and the party giving such notice shall use such other services as may be available to ensure prompt delivery or shall deliver such notice.

7. Plan.

The Award and all rights of the Participant under this Award Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Participant agrees to be bound by the terms of the Plan and this Award Agreement (including these Terms). The Participant acknowledges having read and understood the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

8. Entire Agreement.

This Award Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

9. Governing Law.

This Award Agreement shall be governed by and construed and enforced 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.

10. Effect of this Agreement.

Subject to the Corporation’s right to terminate the Award pursuant to Section 7.2 of the Plan, this Award Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

11. Quebec Participants.

If the Participant is a resident of the Province of Quebec, the Participant acknowledges receipt of an information memorandum in respect of the Plan.

12. Language.

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The parties hereto have requested that this Award Agreement and the certificates, documents or notices relating thereto be drafted in the English language. Les parties a cet accord ont exige que cet accord et tous certificats, documents ou avis y afferent soit redige en langue anglaise.

13. Counterparts.

This Award Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. Section Headings.

The section headings of this Award Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

15. Clawback Policy.

The Award is 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 forfeiture of the Award and repayment or forfeiture of any shares of Common Stock or other cash or property received with respect to the Award (including, if applicable, any value received from a disposition of any shares acquired upon exercise of the Award).

16. No Advice Regarding Grant.

The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Participant may determine is needed or appropriate with respect to the Award (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award and any shares that may be acquired upon exercise of the Award). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Award Agreement) or recommendation with respect to the Award. Except for the withholding rights contemplated by Section 3 above and Section 8.5 of the Plan, the Participant is solely responsible for any and all tax liability that may arise with respect to the Award and any shares that may be acquired upon exercise of the Award.

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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 7, 2019

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 7, 2019

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, 2019, 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 7, 2019
		/s/ JAMES W. BARGE
		James W. Barge
		Chief Financial Officer
Date:	November 7, 2019

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Additional Financial Information (Other Assets) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Other current assets
Prepaid expenses and other	$ 69.7	$ 150.6
Product inventory	19.0	19.9
Tax credits receivable	90.3	96.7
Other current assets	179.0	267.2
Other non-current assets
Prepaid expenses and other	45.6	109.2
Accounts receivable	148.6	176.1
Tax credits receivable	176.6	150.8
Operating lease right-of-use assets	146.3	0.0
Other non-current assets	$ 517.1	$ 436.1

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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 Millions	Sep. 30, 2019	Mar. 31, 2019
Assets:
Available-for-sale securities	$ 0.8	$ 1.2
Forward exchange contracts	1.6	1.5
Liabilities:
Forward exchange contracts	(0.7)	(0.6)
Interest rate swaps	(130.3)	(63.6)
Level 1
Assets:
Available-for-sale securities	0.8	1.2
Forward exchange contracts	0.0	0.0
Liabilities:
Forward exchange contracts	0.0	0.0
Interest rate swaps	0.0	0.0
Level 2
Assets:
Available-for-sale securities	0.0	0.0
Forward exchange contracts	1.6	1.5
Liabilities:
Forward exchange contracts	(0.7)	(0.6)
Interest rate swaps	$ (130.3)	$ (63.6)

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Revenue (Remaining Performance Obligations - Timing) (Details) $ in Millions	Sep. 30, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 1,515.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 721.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 419.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 151.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 223.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

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Investment In Films and Television Programs and Program Rights (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Investment In Films And Television Programs and Program Rights [Abstract]
Fair value film write-downs	$ 0.1	$ 2.5	$ 1.6	$ 7.0

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Additional Financial Information (Tables)

6 Months Ended

Sep. 30, 2019

Additional Financial Information [Abstract]

Schedule of Other Assets

The composition of the Company’s other assets is as follows as of September 30, 2019 and March 31, 2019:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Other current assets
Prepaid expenses and other	$	69.7	$	150.6
Product inventory	19.0		19.9
Tax credits receivable	90.3		96.7
	$	179.0	$	267.2
Other non-current assets
Prepaid expenses and other	$	45.6	$	109.2
Accounts receivable	148.6		176.1
Tax credits receivable	176.6		150.8
Operating lease right-of-use assets	146.3		—
	$	517.1	$	436.1

Supplemental Schedule of Non-Cash Investing and Financing Activities

The supplemental schedule of non-cash investing and financing activities is presented below:

	Six Months Ended September 30,
	2019		2018
	(Amounts in millions)
Non-cash investing activities:
Common shares related to business acquisitions (see Note 2)	$	28.1	$	83.7
Non-cash financing activities:
Accrued dividends	$	—	$	19.4

Schedule of Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss, net of tax:

	Foreign currency translation adjustments			Net unrealized loss on cash flow hedges			Total
	(Amounts in millions)
March 31, 2019	$	(18.2	)	$	(62.1	)	$	(80.3	)
Other comprehensive income (loss)	1.4			(66.7		)	(65.3		)
September 30, 2019	$	(16.8	)	$	(128.8	)	$	(145.6	)

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Investments (Summarized Statements Of Operations) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Schedule of Equity Method Investments [Line Items]
Revenues		$ 47.0	$ 30.7	$ 77.2	$ 53.4
Expenses:
Gross profit		16.2	15.3	24.3	19.6
Reconciliation of net loss reported by investee to equity interest loss:
Net income (loss)		(8.6)	(34.9)	(31.0)	(55.3)
Total equity interest loss recorded		$ (3.2)	(11.7)	$ (11.1)	(17.8)
Pop
Schedule of Equity Method Investments [Line Items]
Revenues			25.9		51.5
Expenses:
Cost of services			12.4		25.5
Selling, marketing and general and administrative expenses			11.5		23.4
Depreciation and amortization			2.0		4.0
Operating income (loss)			0.0		(1.4)
Interest expense, net			0.5		0.9
Accretion of redeemable preferred stock units			22.6		44.4
Total interest expense, net			23.1		45.3
Reconciliation of net loss reported by investee to equity interest loss:
Net income (loss)			$ (23.1)		$ (46.7)
Ownership interest in investee			50.00%		50.00%
The Company's share of net income (loss)			$ (11.6)		$ (23.4)
Accretion of dividend and interest income of redeemable preferred stock units	[1]		11.3		22.2
Eliminations of the Company's share of profits on licensing sales to investee			(0.1)		(0.2)
Realization of the Company's share of profits on licensing sales to investee			0.1		0.3
Total equity interest loss recorded			$ (0.3)		$ (1.1)

[1] Accretion of mandatorily redeemable preferred stock units represents Pop's 10% dividend and the amortization of discount on its mandatorily redeemable preferred stock units previously held by the Company and the other interest holder. The Company recorded its share of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest loss.

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Investment In Films and Television Programs and Program Rights (Tables)

6 Months Ended

Sep. 30, 2019

Investment In Films And Television Programs and Program Rights [Abstract]

Investment In Films And Television Programs and Program Rights

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Motion Picture Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	383.5		$	376.7
Acquired libraries, net of accumulated amortization	1.6			1.8
Completed and not released	46.7			80.6
In progress	170.8			250.4
In development	49.6			45.0
	652.2			754.5
Television Production Segment - Direct-to-Television Programs
Released, net of accumulated amortization	182.2			186.1
In progress	265.0			295.6
In development	14.6			17.6
	461.8			499.3
Media Networks Segment
Released program rights, net of accumulated amortization	663.3			591.0
In progress	20.6			106.8
In development	40.6			56.2
	724.5			754.0
Intersegment eliminations	(21.5		)	(40.1		)
Investment in films and television programs and program rights, net	1,817.0			1,967.7
Less current portion of program rights	(281.3		)	(295.7		)
Non-current portion	$	1,535.7		$	1,672.0

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Capital Stock

6 Months Ended

Sep. 30, 2019

Equity and Share-based Compensation [Abstract]

Capital Stock

Capital Stock

(a) Common Shares

The Company had 500 million authorized Class A voting shares and 500 million authorized Class B non-voting shares at September 30, 2019 and March 31, 2019. The table below outlines common shares reserved for future issuance:

	September 30, 2019	March 31, 2019
	(Amounts in millions)
Stock options and equity-settled SARs outstanding	38.9	34.6
Restricted stock and restricted share units — unvested	4.1	2.0
Common shares available for future issuance	8.2	6.7
Shares reserved for future issuance	51.2	43.3

(b) Share-based Compensation

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2019, and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Compensation Expense:
Stock options	$	5.2		$	6.7		$	8.8		$	13.5
Restricted share units and other share-based compensation	8.5			7.2			13.3			13.9
Share appreciation rights	0.8			1.2			1.7			2.8
	14.5			15.1			23.8			30.2
Impact of accelerated vesting on equity awards(1)	—			—			0.3			—
Total share-based compensation expense	$	14.5		$	15.1		$	24.1		$	30.2
Tax impact(2)	(3.1		)	(3.4		)	(5.1		)	(6.9		)
Reduction in net income	$	11.4		$	11.7		$	19.0		$	23.3

___________________

(1) Represents the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

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

Share-based compensation expense, by expense category, consisted of the following:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Share-Based Compensation Expense:
Direct operating	$	0.3	$	0.3	$	0.4	$	0.5
Distribution and marketing	0.1		0.1		0.2		0.1
General and administration	14.1		14.7		23.2		29.6
Restructuring and other	—		—		0.3		—
	$	14.5	$	15.1	$	24.1	$	30.2

The following table sets forth the stock option, equity-settled SARs, cash-settled SARs, restricted stock and restricted share unit activity during the six months ended September 30, 2019:

	Stock Options, Equity-settled and Cash-settled SARs							Restricted Stock and Restricted Share Units
	Class A Voting Shares			Class B Non-Voting Shares				Class A Voting Shares				Class B Non-Voting Shares
	Number of Shares		Weighted-Average Exercise Price	Number of Shares			Weighted-Average Exercise Price	Number of Shares			Weighted-Average Grant-Date Fair Value	Number of Shares		Weighted-Average Grant-Date Fair Value
	(Number of shares in millions)
Outstanding at March 31, 2019	8.4		$26.70	26.2			$20.72	0.1			$25.68	1.9		$24.24
Granted	—		—	7.1		(2)	$12.44	—		(1)	$11.01	2.8		$12.45
Options exercised or restricted stock or RSUs vested	—		—	(0.1	)		$10.50	(0.1	)		$26.24	(0.4	)	$23.34
Forfeited or expired	(0.9	)	$30.41	(1.8	)		$25.49	—		(1)	$19.58	(0.2	)	$22.44
Outstanding at September 30, 2019	7.5		$26.28	31.4			$18.57	—		(1)	$15.33	4.1		$16.51

__________________

(1) Represents less than 0.1 million shares.

(2) During the six months ended September 30, 2019, the Company granted 3.3 million cash-settled share-appreciation rights ("CSARs"). The CSARs are revalued each reporting period until settlement using a closed-form option pricing model (Black Scholes).

(c) Other

In connection with an amendment of an affiliation agreement with a customer and effective upon the close of the Starz merger (December 8, 2016), Lionsgate agreed to issue to the customer three $16.67 million annual installments of equity (or cash at the Company's election). The total value of the contract of $50 million was amortized as a reduction of revenue over the period from December 8, 2016 to August 31, 2019. During the year ended March 31, 2019, Lionsgate issued to the customer 0.4 million Class A voting shares valued at $8.3 million and 0.5 million Class B voting shares valued at $8.3 million (2018 - 0.3 million Class A voting shares valued at $8.3 million and 0.3 million Class B non-voting shares valued at $8.3 million).

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Contingencies

6 Months Ended

Sep. 30, 2019

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.

The Company establishes an accrued liability for claims and legal proceedings when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.

Due to the inherent difficulty of predicting the outcome of claims and legal proceedings, the Company often cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, if any, related to each pending matter may be. Accordingly, at this time, the Company has determined a loss related to these matters in excess of accrued liabilities is reasonably possible, however a reasonable estimate of the possible loss or range of loss cannot be made at this time.

Insurance Litigation

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 (the "Fiduciary Litigation"). On August 22, 2018, the parties to the Fiduciary Litigation reached an agreement in principle providing for the settlement of the Fiduciary Litigation on the terms and conditions set forth in an executed term sheet. On October 9, 2018, the parties to the Litigation executed a stipulation of settlement, which was filed with the court (the "Stipulation"). The Stipulation provided for, among other things, the final dismissal of the Fiduciary Litigation in exchange for a settlement payment made in the amount of $92.5 million, of which $37.8 million was reimbursed by insurance. The Fiduciary Litigation settlement was approved by the Court of Chancery of the State of Delaware and the settlement amount and insurance reimbursement discussed above were paid during the quarter ended December 31, 2018. The Company is continuing to seek additional insurance reimbursement, including pursuant to a lawsuit submitted by the Company on November 7, 2018 against certain insurers.

On November 5, 2018, an insurer that entered into an agreement and contributed $10.0 million to the Company's aggregate insurance reimbursement filed a lawsuit seeking declaratory judgment for reimbursement of its agreed upon payment. The Company believes the lawsuit to be without merit and intends to vigorously defend it.

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Revenue (Tables)

6 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The table below presents revenues by segment, market or product line for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Revenue by Type:
Motion Picture
Theatrical	$	85.7		$	69.1		$	207.5		$	119.5
Home Entertainment
Digital Media	113.3			85.1			196.6			171.3
Packaged Media	65.2			64.5			121.6			141.0
Total Home Entertainment	178.5			149.6			318.2			312.3
Television	38.3			70.9			103.1			132.8
International	93.2			82.2			160.6			149.6
Other	10.1			7.2			14.2			30.1
Total Motion Picture revenues	$	405.8		$	379.0		803.6			744.3
Television Production
Television	185.5			85.1			382.3			302.9
International	39.0			21.8			95.8			58.8
Home Entertainment
Digital Media	31.7			27.0			37.5			43.3
Packaged Media	0.2			1.6			1.6			3.4
Total Home Entertainment	31.9			28.6			39.1			46.7
Other	17.6			16.6			36.6			23.1
Total Television Production revenues	274.0			152.1			553.8			431.5
Media Networks - Programming Revenues
Domestic(1)	369.6			377.0			738.9			731.8
International	4.4			0.3			7.5			0.4
	374.0			377.3			746.4			732.2
Intersegment eliminations	(70.3		)	(7.4		)	(156.7		)	(74.4		)
Total revenues	$	983.5		$	901.0		$	1,947.1		$	1,833.6

___________________

(1)

Media Networks domestic revenues include revenue from the Company's legacy Streaming Services product line of $7.7 million and $14.1 million in the three and six months ended September 30, 2019, respectively (2018 - $3.6 million and $7.3 million).

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2019 are as follows:

	Rest of Year Ending March 31, 2020		Year Ending March 31,
			2021		2022		Thereafter		Total
	(Amounts in millions)
Remaining Performance Obligations	$	721.3	$	419.8	$	151.5	$	223.1	$	1,515.7

The above table does not include estimates of variable consideration for transactions involving sales or usage-based royalties in exchange for licenses of intellectual property. The revenues included in the above table include all fixed fee contracts regardless of duration.

Contract with Customer, Asset and Liability

At September 30, 2019 and March 31, 2019, accounts receivable, contract assets and deferred revenue are as follows:

Item	Balance Sheet Location	September 30, 2019		March 31, 2019		Addition (Reduction)
		(Amounts in millions)
Accounts receivable, net - current	Accounts receivable, net	$	664.2	$	647.2	$	17.0
Accounts receivable, net - non-current	Other assets - non-current	148.6		176.1		(27.5		)
Contract asset - current	Other assets - current(1)	16.6		97.3		(80.7		)
Contract asset - non-current	Other assets - non-current(1)	14.0		72.1		(58.1		)
Deferred revenue - current	Deferred revenue - current	117.3		146.5		(29.2		)
Deferred revenue - non-current	Deferred revenue - non-current	67.3		62.8		4.5

__________________

(1)

Included in prepaid expenses and other

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Leases (Tables)

6 Months Ended

Sep. 30, 2019

Leases [Abstract]

Lease Cost

The components of lease cost were as follows:

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019		2019
	(Amounts in millions)
Operating lease cost(1)	$	8.5	$	16.9
Finance lease cost
Amortization of right-of-use assets	0.8		1.5
Interest on lease liabilities	0.9		1.7
Total finance lease cost	1.7		3.2
Short-term lease cost(1)(2)	20.6		50.8
Total lease cost	$	30.8	$	70.9

___________________

(1) Amounts include costs capitalized during the period for leased assets used in the production of film and television programs.

(2)

Short-term lease cost primarily consists of leases of facilities and equipment associated with film and television productions.

	September 30, 2019
Weighted average remaining lease term (in years):
Operating leases	6.5
Finance leases	21.6
Weighted average discount rate:
Operating leases	4.11	%
Finance leases	6.41	%

Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
	September 30,
	2019
	(Amounts in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18.1
Financing cash flows from financing leases	1.5
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	2.1

Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

Category	Balance Sheet Location	September 30, 2019
Operating Leases		(Amounts in millions)
Right-of-use assets	Other assets - non-current	$	146.3
Lease liabilities (current)	Accounts payable and accrued liabilities	$	29.5
Lease liabilities (non-current)	Other liabilities - non-current	144.7
		$	174.2
Finance Leases
Right-of-use assets	Property and equipment, net	$	48.7
Lease liabilities (current)	Debt - short-term portion	$	3.1
Lease liabilities (non-current)	Debt - non-current	40.8
		$	43.9

Maturity of Finance Lease Liabilities

The expected future payments relating to the Company's operating and finance lease liabilities at September 30, 2019 are as follows:

	Operating Leases			Finance Leases
	(Amounts in millions)
Six months ending March 31, 2020	$	18.1		$	3.2
Year ending March 31,
2021	35.8			6.2
2022	33.1			3.9
2023	32.4			3.9
2024	20.3			3.9
Thereafter	59.9			73.5
Total lease payments	199.6			94.6
Less imputed interest	(25.4		)	(50.7		)
Total	$	174.2		$	43.9

Maturity of Operating Lease Liabilities

The expected future payments relating to the Company's operating and finance lease liabilities at September 30, 2019 are as follows:

	Operating Leases			Finance Leases
	(Amounts in millions)
Six months ending March 31, 2020	$	18.1		$	3.2
Year ending March 31,
2021	35.8			6.2
2022	33.1			3.9
2023	32.4			3.9
2024	20.3			3.9
Thereafter	59.9			73.5
Total lease payments	199.6			94.6
Less imputed interest	(25.4		)	(50.7		)
Total	$	174.2		$	43.9

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Segment Information (Tables)

6 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Information

Segment information is presented in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Segment revenues
Motion Picture	$	405.8		$	379.0		$	803.6		$	744.3
Television Production	274.0			152.1			553.8			431.5
Media Networks	374.0			377.3			746.4			732.2
Intersegment eliminations	(70.3		)	(7.4		)	(156.7		)	(74.4		)
	$	983.5		$	901.0		$	1,947.1		$	1,833.6
Intersegment revenues
Motion Picture	$	5.7		$	2.2		$	10.1		$	4.3
Television Production	64.0			5.2			145.4			70.0
Media Networks	0.6			—			1.2			0.1
	$	70.3		$	7.4		$	156.7		$	74.4
Gross contribution
Motion Picture	$	76.8		$	38.9		$	109.7		$	117.7
Television Production	19.7			20.4			54.4			46.1
Media Networks	124.7			147.4			205.6			261.6
Intersegment eliminations	2.2			9.1			0.5			(2.3		)
	$	223.4		$	215.8		$	370.2		$	423.1
Segment general and administration
Motion Picture	$	25.8		$	26.0		$	51.1		$	52.8
Television Production	7.1			11.0			16.8			21.5
Media Networks	20.1			24.7			40.4			50.3
	$	53.0		$	61.7		$	108.3		$	124.6
Segment profit
Motion Picture	$	51.0		$	12.9		$	58.6		$	64.9
Television Production	12.6			9.4			37.6			24.6
Media Networks	104.6			122.7			165.2			211.3
Intersegment eliminations	2.2			9.1			0.5			(2.3		)
	$	170.4		$	154.1		$	261.9		$	298.5

Reconciliation Of Total Segment Profit To The Company's Income (Loss) Before Income Taxes

The reconciliation of total segment profit to the Company’s income (loss) before income taxes is as follows:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Company’s total segment profit	$	170.4		$	154.1		$	261.9		$	298.5
Corporate general and administrative expenses	(25.4		)	(25.3		)	(49.5		)	(52.8		)
Adjusted depreciation and amortization(1)	(10.2		)	(10.0		)	(21.1		)	(20.3		)
Restructuring and other(2)	(7.6		)	(15.0		)	(13.1		)	(25.6		)
Adjusted share-based compensation expense(3)	(14.5		)	(15.1		)	(23.8		)	(30.2		)
Purchase accounting and related adjustments(4)	(55.1		)	(49.6		)	(100.1		)	(92.4		)
Operating income	57.6			39.1			54.3			77.2
Interest expense	(48.0		)	(55.5		)	(97.0		)	(106.8		)
Shareholder litigation settlements(5)	—			(114.1		)	—			(114.1		)
Interest and other income	2.2			3.0			5.0			6.1
Other expense	(3.8		)	—			(6.1		)	—
Loss on investments	(0.4		)	(36.1		)	(0.3		)	(37.0		)
Equity interests loss	(3.2		)	(11.7		)	(11.1		)	(17.8		)
Income (loss) before income taxes	$	4.4		$	(175.3	)	$	(55.2	)	$	(192.4	)

___________________

(1) Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Depreciation and amortization	$	50.9		$	40.8		$	91.2		$	81.1
Less: Amount included in purchase accounting and related adjustments	(40.7		)	(30.8		)	(70.1		)	(60.8		)
Adjusted depreciation and amortization	$	10.2		$	10.0		$	21.1		$	20.3

(2) Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable (see Note 14).

(3) The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019			2018
					(Amounts in millions)
Total share-based compensation expense	$	14.5	$	15.1	$	24.1		$	30.2
Less:
Amount included in restructuring and other(i)	—		—		(0.3		)	—
Adjusted share-based compensation	$	14.5	$	15.1	$	23.8		$	30.2

(i) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

(4) Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are

accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Purchase accounting and related adjustments:
Direct operating	$	1.0	$	5.6	$	2.5	$	13.6
General and administrative expense	13.4		13.2		27.5		18.0
Depreciation and amortization	40.7		30.8		70.1		60.8
	$	55.1	$	49.6	$	100.1	$	92.4

(5)

Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

Adjusted Depreciation and Amortization

Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Depreciation and amortization	$	50.9		$	40.8		$	91.2		$	81.1
Less: Amount included in purchase accounting and related adjustments	(40.7		)	(30.8		)	(70.1		)	(60.8		)
Adjusted depreciation and amortization	$	10.2		$	10.0		$	21.1		$	20.3

Adjusted Share-Based Compensation

The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019			2018
					(Amounts in millions)
Total share-based compensation expense	$	14.5	$	15.1	$	24.1		$	30.2
Less:
Amount included in restructuring and other(i)	—		—		(0.3		)	—
Adjusted share-based compensation	$	14.5	$	15.1	$	23.8		$	30.2

(i)

Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

Purchase Accounting and Related Adjustments

Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are

accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Purchase accounting and related adjustments:
Direct operating	$	1.0	$	5.6	$	2.5	$	13.6
General and administrative expense	13.4		13.2		27.5		18.0
Depreciation and amortization	40.7		30.8		70.1		60.8
	$	55.1	$	49.6	$	100.1	$	92.4

Reconciliation of Segment General and Administrative Expense to Consolidated

The following table reconciles segment general and administration expense to the Company's total consolidated general and administration expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
General and administration
Segment general and administrative expenses	$	53.0	$	61.7	$	108.3	$	124.6
Corporate general and administrative expenses	25.4		25.3		49.5		52.8
Share-based compensation expense included in general and administrative expense	14.1		14.8		23.2		29.7
Purchase accounting and related adjustments	13.4		13.2		27.5		18.0
	$	105.9	$	115.0	$	208.5	$	225.1

Reconciliation of Assets from Segment to Consolidated

The reconciliation of total segment assets to the Company’s total consolidated assets is as follows:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Assets
Motion Picture	$	1,596.6	$	1,694.5
Television Production	1,441.2		1,394.2
Media Networks	4,666.5		4,850.3
Other unallocated assets(1)	522.1		469.9
	$	8,226.4	$	8,408.9

_____________________

(1)

Other unallocated assets primarily consist of cash, other assets and investments.

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Investments

6 Months Ended

Sep. 30, 2019

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

Investments

Investments

The Company's investments consisted of the following:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Investments in equity method investees	$	29.0	$	24.5
Other investments	1.3		1.7
	$	30.3	$	26.2

Equity Method Investments:

The Company has investments in various equity method investees with ownership percentages ranging from approximately 12% to 49%. These investments include:

STARZPLAY Arabia. STARZPLAY Arabia (Playco Holdings Limited) offers a STARZ-branded online subscription video-on-demand service in the Middle East and North Africa.

Roadside Attractions. Roadside Attractions is an independent theatrical distribution company.

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.

Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app.

Other. In addition to the equity method investments discussed above, the Company holds ownership interests in other immaterial equity method investees.

Summarized Financial Information. Summarized financial information for the Company's equity method investees owned at September 30, 2019 and March 31, 2019, respectively, is set forth below:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Current assets	$	126.6	$	189.8
Non-current assets	$	66.1	$	55.7
Current liabilities	$	142.6	$	167.8
Non-current liabilities	$	44.6	$	46.7

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Revenues	$	47.0		$	30.7		$	77.2		$	53.4
Gross profit	$	16.2		$	15.3		$	24.3		$	19.6
Net loss	$	(8.6	)	$	(34.9	)	$	(31.0	)	$	(55.3	)

Pop. Pop was the Company's joint venture with CBS. On March 15, 2019, the Company sold its 50.0% interest in Pop to CBS. Prior to the sale of its interest in Pop, the Company had accounted for such interest as an equity method investment.

Pop Financial Information:

The following table presents the summarized statements of operations for the three and six months ended September 30, 2018 for Pop and a reconciliation of the net loss reported by Pop to equity interest loss recorded by the Company:

	Three Months Ended			Six Months Ended
	September 30,			September 30,
	2018			2018
Revenues	$	25.9		$	51.5
Expenses:
Cost of services	12.4			25.5
Selling, marketing, and general and administration	11.5			23.4
Depreciation and amortization	2.0			4.0
Operating loss	—			(1.4		)
Interest expense, net	0.5			0.9
Accretion of redeemable preferred stock units(1)	22.6			44.4
Total interest expense, net	23.1			45.3
Net loss	$	(23.1	)	$	(46.7	)
Reconciliation of net loss reported by Pop to equity interest loss:
Net loss reported by Pop	$	(23.1	)	$	(46.7	)
Ownership interest in Pop	50		%	50		%
The Company's share of net loss	(11.6		)	(23.4		)
Accretion of dividend and interest income on redeemable preferred stock units(1)	11.3			22.2
Elimination of the Company's share of profits on licensing sales to Pop	(0.1		)	(0.2		)
Realization of the Company’s share of profits on licensing sales to Pop	0.1			0.3
Total equity interest loss recorded	$	(0.3	)	$	(1.1	)

 ___________________

(1) Accretion of mandatorily redeemable preferred stock units represents Pop's 10% dividend and the amortization of discount on its mandatorily redeemable preferred stock units previously held by the Company and the other interest holder. The Company recorded its share of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest loss.

Loss on Investments:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Impairments of investments(1)	$	—		$	(34.2	)	$	—		$	(34.2	)
Unrealized losses on equity securities held as of September 30, 2019 and 2018, respectively	(0.4		)	(1.9		)	(0.3		)	(2.8		)
	$	(0.4	)	$	(36.1	)	$	(0.3	)	$	(37.0	)

 ___________________

(1)

In the three and six months ended September 30, 2018, amounts represent other-than-temporary impairments on investments in equity securities without readily determinable fair values and notes receivable (previously included in other assets), which were written down to their estimated fair value.

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Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions	6 Months Ended
	Sep. 30, 2018 USD ($)
Statement of Cash Flows [Abstract]
Cash acquired from business acquisitions	$ 5.5

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Fair Value Measurements

6 Months Ended

Sep. 30, 2019

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 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2019 and March 31, 2019:

	September 30, 2019								March 31, 2019
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets:	(Amounts in millions)
Available-for-sale equity securities	$	0.8	$	—		$	0.8		$	1.2	$	—		$	1.2
Forward exchange contracts (see Note 17)	—		1.6			1.6			—		1.5			1.5
Liabilities:
Forward exchange contracts (see Note 17)	—		(0.7		)	(0.7		)	—		(0.6		)	(0.6		)
Interest rate swaps (see Note 17)	—		(130.3		)	(130.3		)	—		(63.6		)	(63.6		)

The following table sets forth the carrying values and fair values of the Company’s outstanding debt at September 30, 2019 and March 31, 2019:

	September 30, 2019				March 31, 2019
	(Amounts in millions)
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 2)				(Level 2)
Liabilities(1):
Term Loan A	$	716.6	$	724.9	$	733.3	$	742.5
Term Loan B	1,086.2		1,098.5		1,091.2		1,088.1
5.875% Senior Notes	504.0		534.3		502.8		534.3
6.375% Senior Notes	542.8		578.9		541.4		576.1
Production loans	269.0		269.7		385.4		386.4

________________

(1) The Company measures the fair value of its outstanding debt using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, swap rates, and credit ratings (Level 2 measurements).

The Company’s financial instruments also include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, other liabilities, borrowings under the Revolving Credit Facility, if any, and finance lease obligations. The carrying values of these financial instruments approximated the fair values at September 30, 2019 and March 31, 2019.

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Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenues		$ 983.5	$ 901.0	$ 1,947.1	$ 1,833.6
Expenses
Direct operating		499.4	463.2	1,067.4	993.2
Distribution and marketing		262.1	227.9	512.6	431.4
General and administration		105.9	115.0	208.5	225.1
Depreciation and amortization		50.9	40.8	91.2	81.1
Restructuring and other		7.6	15.0	13.1	25.6
Total expenses		925.9	861.9	1,892.8	1,756.4
Operating income		57.6	39.1	54.3	77.2
Interest expense
Interest expense	[1]	(48.0)	(38.8)	(97.0)	(74.2)
Interest on dissenting shareholders' liability	[2]	0.0	(16.7)	0.0	(32.6)
Total interest expense		(48.0)	(55.5)	(97.0)	(106.8)
Shareholder litigation settlements	[3]	0.0	(114.1)	0.0	(114.1)
Interest and other income		2.2	3.0	5.0	6.1
Other expense		(3.8)	0.0	(6.1)	0.0
Loss on investments		(0.4)	(36.1)	(0.3)	(37.0)
Equity interests loss		(3.2)	(11.7)	(11.1)	(17.8)
Income (loss) before income taxes		4.4	(175.3)	(55.2)	(192.4)
Income tax benefit (provision)		(5.6)	26.0	(4.5)	31.8
Net loss		(1.2)	(149.3)	(59.7)	(160.6)
Less: Net loss attributable to noncontrolling interests		3.0	5.2	7.5	8.7
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders		$ 1.8	$ (144.1)	$ (52.2)	$ (151.9)
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
Basic net income (loss) per common share (in usd per share)		$ 0.01	$ (0.67)	$ (0.24)	$ (0.71)
Diluted net income (loss) per common share (in usd per share)		$ 0.01	$ (0.67)	$ (0.24)	$ (0.71)
Weighted average number of common shares outstanding:
Basic (in shares)		217.5	213.6	216.8	212.7
Diluted (in shares)		219.8	213.6	216.8	212.7
Dividends declared per common share (in usd per share)		$ 0	$ 0.09	$ 0	$ 0.18

[1] Represents interest expense before interest on dissenting shareholders' liability.

[2] Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

[3] Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

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Derivative Instruments and Hedging Activities (Narrative) (Details) - USD ($) $ in Millions	6 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Jul. 31, 2018	Jun. 25, 2018	May 23, 2018
Derivative [Line Items]
Remaining maturity of forward foreign exchange contracts, maximum	22 months
Interest rate swap cash flow hedge loss estimated to be reclassified into earnings during next 12 months	$ 20.8
Interest rate swap agreements
Derivative [Line Items]
Notional amount	1,700.0	$ 1,700.0	$ 300.0	$ 200.0	$ 1,000.0
Maximum
Derivative [Line Items]
Foreign currency cash flow hedge gains estimated to be reclassified into earnings during next 12 months	$ 0.7

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Restructuring and Other (Restructuring and Other) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Restructuring Cost and Reserve [Line Items]
Restructuring and other		$ 7.6	$ 15.0	$ 13.1	$ 25.6
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring and other	[1]	2.2	2.9	6.2	3.7
Transaction and related costs
Restructuring Cost and Reserve [Line Items]
Restructuring and other	[2]	5.4	12.1	6.9	21.9
Cash | Severance
Restructuring Cost and Reserve [Line Items]
Restructuring and other	[1]	2.2	2.9	5.9	3.7
Accelerated vesting on equity awards | Severance
Restructuring Cost and Reserve [Line Items]
Restructuring and other	[1]	$ 0.0	$ 0.0	$ 0.3	$ 0.0

[1] Severance costs in the three and six months ended September 30, 2019 and 2018 were primarily related to restructuring activities in connection with recent acquisitions, and other cost-saving initiatives.

[2] Transaction and related costs in the three and six months ended September 30, 2019 and 2018 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. In the three and six months ended September 30, 2018, these costs were primarily related to the legal fees associated with the Starz class action lawsuits and other matters, and to a lesser extent, costs related to the acquisition of 3 Arts Entertainment and other strategic transactions.

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Capital Stock (Common Shares Reserved for Future Issuance) (Details) - shares shares in Millions	Sep. 30, 2019	Mar. 31, 2019
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	51.2	43.3
Stock Options and Equity-Settled SARs
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	38.9	34.6
Restricted Stock and Restricted Share Units - Unvested
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	4.1	2.0
Common shares available for future issuance
Common Shares Reserved For Future Issuance [Line Items]
Shares reserved for future issuance (in shares)	8.2	6.7

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Segment Information (Purchase Accounting and Related Adjustments and Shareholder Litigation Settlements) (Details) - USD ($) $ in Millions			3 Months Ended			6 Months Ended
		Oct. 09, 2018	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Shareholder litigation settlements	[1]		$ 0.0		$ 114.1	$ 0.0	$ 114.1
Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Purchase accounting and related adjustments	[2]		55.1		49.6	100.1	92.4
Direct operating | Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Purchase accounting and related adjustments			1.0		5.6	2.5	13.6
General and administrative expense
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Purchase accounting and related adjustments			13.4		13.2	27.5	18.0
General and administrative expense | Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Purchase accounting and related adjustments			13.4		13.2	27.5	18.0
Depreciation and amortization expense | Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Purchase accounting and related adjustments			$ 40.7		30.8	$ 70.1	60.8
Fiduciary Litigation
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Shareholder litigation settlements					54.8		54.8
Settlement payment amount		$ 92.5			92.5		92.5
Insurance reimbursement, amount				$ 37.8	37.8		37.8
Appraisal Litigation
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Shareholder litigation settlements					59.3		59.3
Settlement payment amount					$ 964.0		$ 964.0

[1] Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

[2] Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018   (Amounts in millions) Purchase accounting and related adjustments:               Direct operating $ 1.0
  $ 5.6
  $ 2.5
  $ 13.6
General and administrative expense 13.4
  13.2
  27.5
  18.0
Depreciation and amortization 40.7
  30.8
  70.1
  60.8
  $ 55.1
  $ 49.6
  $ 100.1
  $ 92.4

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Leases (Balance Sheet Information, Leases) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Operating Leases
Operating Leases, Right-of-use assets	$ 146.3	$ 0.0
Operating Lease, Liabilities	174.2
Finance Leases
Finance Lease, Liabilities	$ 43.9	$ 45.4
Operating leases, weighted average remaining lease term	6 years 6 months
Finance leases, weighted average remaining lease term	21 years 7 months 6 days
Operating leases, weighted average discount rate, percent	4.11%
Finance leases, weighted average discount rate, percent	6.41%
Other Non-Current Assets
Operating Leases
Operating Leases, Right-of-use assets	$ 146.3
Accounts Payable and Accrued Liabilities
Operating Leases
Operating Leases, Liabilities, current	29.5
Other Non-Current Liabilities
Operating Leases
Operating Leases, Liabilities, non-current	144.7
Property and equipment, net
Finance Leases
Finance Leases, Right-of-Use assets	48.7
Debt - short-term portion
Finance Leases
Finance Lease, Liabilities, Current	3.1
Debt - non-current
Finance Leases
Finance Lease, Liabilities, Non-current	$ 40.8

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Investments (Loss on Investments) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Equity Method Investments, and Investments in Debt and Equity Securities [Abstract]
Impairments of investments	[1]	$ 0.0	$ (34.2)	$ 0.0	$ (34.2)
Unrealized losses on equity securities held as of period end		(0.4)	(1.9)	(0.3)	(2.8)
Loss on Investments		$ (0.4)	$ (36.1)	$ (0.3)	$ (37.0)

[1] In the three and six months ended September 30, 2018, amounts represent other-than-temporary impairments on investments in equity securities without readily determinable fair values and notes receivable (previously included in other assets), which were written down to their estimated fair value.

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Debt (Interest Expense) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Debt Disclosure [Abstract]
Cash interest		$ 44.3	$ 35.8	$ 89.5	$ 68.2
Amortization of debt financing costs		3.7	3.0	7.5	6.0
Interest expense, before interest on dissenting shareholders' liability	[1]	48.0	38.8	97.0	74.2
Interest on dissenting shareholders' liability	[2]	0.0	16.7	0.0	32.6
Total interest expense		$ 48.0	$ 55.5	$ 97.0	$ 106.8

[1] Represents interest expense before interest on dissenting shareholders' liability.

[2] Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

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Restructuring and Other (Tables)

6 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring and Other

Changes in the restructuring and other severance liability were as follows for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Severance liability
Beginning balance	$	21.2		$	14.7
Accruals	5.9			3.7
Severance payments	(18.8		)	(11.4		)
Ending balance(1)	$	8.3		$	7.0

_______________________

(1)

As of September 30, 2019, the remaining severance liability of approximately $8.3 million is expected to be paid in the next 12 months.

Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable, and were as follows for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Restructuring and other:
Severance(1)
Cash	$	2.2	$	2.9	$	5.9	$	3.7
Accelerated vesting on equity awards (see Note 12)	—		—		0.3		—
Total severance costs	2.2		2.9		6.2		3.7
Transaction and related costs(2)	5.4		12.1		6.9		21.9
	$	7.6	$	15.0	$	13.1	$	25.6

_______________________

(1) Severance costs in the three and six months ended September 30, 2019 and 2018 were primarily related to restructuring activities in connection with recent acquisitions, and other cost-saving initiatives.

(2) Transaction and related costs in the three and six months ended September 30, 2019 and 2018 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. In the three and six months ended September 30, 2018, these costs were primarily related to the legal fees associated with the Starz class action lawsuits and other matters, and to a lesser extent, costs related to the acquisition of 3 Arts Entertainment and other strategic transactions.

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Noncontrolling Interests (Tables)

6 Months Ended

Sep. 30, 2019

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

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

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Beginning balance	$	127.7		$	101.8
Initial fair value of redeemable noncontrolling interest of 3 Arts Entertainment	—			15.8
Net loss attributable to redeemable noncontrolling interests	(7.4		)	(7.4		)
Noncontrolling interests discount accretion	12.7			9.4
Adjustments to redemption value	12.8			15.0
Cash distributions	(3.4		)	(1.5		)
Ending balance	$	142.4		$	133.1

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Debt (Tables)

6 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Debt, Excluding Film Obligations and Production Loans

Total debt of the Company, excluding film obligations and production loans, was as follows as of September 30, 2019 and March 31, 2019:

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Corporate debt:
Revolving Credit Facility	$	—		$	—
Term Loan A(1)	731.3			750.0
Term Loan B(1)	1,101.3			1,107.5
5.875% Senior Notes	520.0			520.0
6.375% Senior Notes	550.0			550.0
Total corporate debt	2,902.6			2,927.5
Finance lease obligations	43.9			45.4
Total debt	2,946.5			2,972.9
Unamortized debt issuance costs, net of fair value adjustment on finance lease obligations	(60.6		)	(68.5		)
Total debt, net	2,885.9			2,904.4
Less current portion	(61.2		)	(53.6		)
Non-current portion of debt	$	2,824.7		$	2,850.8

_____________________

(1) To manage interest rate risk on certain of its LIBOR-based floating-rate corporate debt, as of September 30, 2019, the Company has entered into interest rate swaps to effectively convert the floating interest rates to fixed interest rates on a $1.7 billion notional amount, which as of September 30, 2019 converts the effective rate on our LIBOR-based corporate debt to 4.859% (see Note 17 for further information).

Schedule of Interest Expense

The table below sets forth the composition of the Company’s interest expense for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Interest expense
Cash interest	$	44.3	$	35.8	$	89.5	$	68.2
Amortization of debt financing costs	3.7		3.0		7.5		6.0
	48.0		38.8		97.0		74.2
Interest on dissenting shareholders' liability(1)	—		16.7		—		32.6
Total interest expense	$	48.0	$	55.5	$	97.0	$	106.8

___________________

(1)

Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

XML

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (1.2)	$ (149.3)	$ (59.7)	$ (160.6)
Foreign currency translation adjustments, net of tax	0.5	(1.7)	1.4	(7.8)
Net unrealized gain (loss) on cash flow hedges, net of tax	(20.8)	9.7	(66.7)	4.5
Comprehensive loss	(21.5)	(141.3)	(125.0)	(163.9)
Less: Comprehensive loss attributable to noncontrolling interests	3.0	5.2	7.5	8.7
Comprehensive loss attributable to Lions Gate Entertainment Corp. shareholders	$ (18.5)	$ (136.1)	$ (117.5)	$ (155.2)

XML

Cover Page - shares	6 Months Ended
	Sep. 30, 2019	Nov. 04, 2019
Document Information [Line Items]
Document Quarterly Report	true
Document Transition Report	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Entity File Number	1-14880
Entity Registrant Name	LIONS GATE ENTERTAINMENT CORP /CN/
Entity Central Index Key	0000929351
Current Fiscal Year End Date	--03-31
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	250 Howe Street
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6C 3R8
City Area Code	877
Local Phone Number	848-3866
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Class A Voting Shares
Document Information [Line Items]
Title of 12(b) Security	Class A Voting Common Shares, no par value per share
Entity Common Stock, Shares Outstanding		82,724,792
Trading Symbol	LGF.A
Security Exchange Name	NYSE
Class B Non-Voting Shares
Document Information [Line Items]
Title of 12(b) Security	Class B Non-Voting Common Shares, no par value per share
Entity Common Stock, Shares Outstanding		135,206,037
Trading Symbol	LGF.B
Security Exchange Name	NYSE
Principal Executive Offices
Document Information [Line Items]
Entity Address, Address Line One	2700 Colorado Avenue
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404

XML

Debt

6 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Debt

Debt

Total debt of the Company, excluding film obligations and production loans, was as follows as of September 30, 2019 and March 31, 2019:

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Corporate debt:
Revolving Credit Facility	$	—		$	—
Term Loan A(1)	731.3			750.0
Term Loan B(1)	1,101.3			1,107.5
5.875% Senior Notes	520.0			520.0
6.375% Senior Notes	550.0			550.0
Total corporate debt	2,902.6			2,927.5
Finance lease obligations	43.9			45.4
Total debt	2,946.5			2,972.9
Unamortized debt issuance costs, net of fair value adjustment on finance lease obligations	(60.6		)	(68.5		)
Total debt, net	2,885.9			2,904.4
Less current portion	(61.2		)	(53.6		)
Non-current portion of debt	$	2,824.7		$	2,850.8

_____________________

(1) To manage interest rate risk on certain of its LIBOR-based floating-rate corporate debt, as of September 30, 2019, the Company has entered into interest rate swaps to effectively convert the floating interest rates to fixed interest rates on a $1.7 billion notional amount, which as of September 30, 2019 converts the effective rate on our LIBOR-based corporate debt to 4.859% (see Note 17 for further information).

Senior Credit Facilities (Revolving Credit Facility, Term Loan A and Term Loan B)

Revolving Credit Facility Availability of Funds & Commitment Fee. The revolving credit facility provides for borrowings and letters of credit up to an aggregate of $1.5 billion, and at September 30, 2019 there was $1.5 billion available. However, borrowing levels are subject to certain financial covenants as discussed below. There were no letters of credit outstanding at September 30, 2019. The Company is required to pay a quarterly commitment fee on the revolving credit facility of 0.250% to 0.375% per annum, depending on the achievement of certain leverage ratios, as defined in the credit and guarantee agreement dated December 8, 2016, as amended (the "Amended Credit Agreement"), on the total revolving credit facility of $1.5 billion less the amount drawn.

Maturity Date:

•Revolving Credit Facility & Term Loan A: March 22, 2023.

•Term Loan B: March 24, 2025.

Interest:

• Revolving Credit Facility & Term Loan A: Initially bore interest at a rate per annum equal to LIBOR plus 1.75% (or an alternative base rate plus 0.75%) margin, with a LIBOR floor of zero. The margin is subject to potential increases of up to 50 basis points (two (2) increases of 25 basis points each) upon certain increases to net first lien leverage ratios, as defined in the Amended Credit Agreement (effective interest rate of 3.77% as of September 30, 2019, before the impact of interest rate swaps).

• Term Loan B: As of March 22, 2018, pursuant to the Amended Credit Agreement, the Term Loan B bears interest at a rate per annum equal to LIBOR plus 2.25% margin, with a LIBOR floor of zero (or an alternative base rate plus 1.25% margin) (effective interest rate of 4.27% as of September 30, 2019, before the impact of interest rate swaps).

Required Principal Payments:

• Term Loan A: Quarterly principal payments, at quarterly rates of 1.25% beginning June 30, 2019, 1.75% beginning June 30, 2020, and 2.50% beginning June 30, 2021 through December 31, 2022, with the balance payable at maturity.

• Term Loan B: Quarterly principal payments at a quarterly rate of 0.25%, with the balance payable at maturity.

The Term Loan A and Term Loan B also require mandatory prepayments in connection with certain asset sales, subject to certain significant exceptions, and the Term Loan B is subject to additional mandatory repayment from specified percentages of excess cash flow, as defined in the Amended Credit Agreement.

Optional Prepayment:

• Revolving Credit Facility & Term Loan A: The Company may voluntarily prepay the Revolving Credit Facility and Term Loan A at any time without premium or penalty.

• Term Loan B: The Company may voluntarily prepay the Term Loan B at any time.

Security. The Senior Credit Facilities are guaranteed by the Guarantors (as defined in the Amended Credit Agreement) and are secured by a security interest in substantially all of the assets of Lionsgate and the Guarantors (as defined in the Amended Credit Agreement), subject to certain exceptions.

Covenants. The Senior Credit Facilities contain representations and warranties, events of default and affirmative and negative covenants that are customary for similar financings and which include, among other things and subject to certain significant exceptions, restrictions on the ability to declare or pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. In addition, a net first lien leverage maintenance covenant and an interest coverage ratio maintenance covenant apply to the Revolving Credit Facility and the Term Loan A and are tested quarterly. As of September 30, 2019, 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 Amended 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.

5.875% Senior Notes and 6.375% Senior Notes

Interest:

• 5.875% Senior Notes: Bears interest at 5.875% annually (payable semi-annually on May and November 1 of each year).

• 6.375% Senior Notes: Bears interest at 6.375% annually (payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2019).

Maturity Date:

• 5.875% Senior Notes: November 1, 2024.

• 6.375% Senior Notes: February 1, 2024.

Optional Redemption:

• 5.875% Senior Notes:

(i) Prior to November 1, 2019, the 5.875% Senior Notes are redeemable by the Company under certain circumstances (as defined in the indenture governing the 5.875% Senior Notes), in whole at any time or in part from time to time, at a price equal to 100% of the principal amount, plus the Applicable Premium (as defined in the indenture governing the 5.875% Senior Notes). The Applicable Premium is the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the redemption amount at November 1, 2019 (see below) of the notes redeemed plus interest through November 1, 2019 (discounted at the treasury rate on the redemption date plus 50 basis points) over the principal amount of the notes redeemed on the redemption date.

(ii) On and after November 1, 2019, redeemable by the Company, in whole or in part, at the redemption prices set forth as follows (as a percentage of the principal amount redeemed), plus accrued and unpaid interest to the redemption date: (i) on or after November 1, 2019 - 104.406%; (ii) on or after November 1, 2020 - 102.938%; (iii) on or after November 1, 2021 - 101.439%; and (iv) on or after November 1, 2022 - 100%.

• 6.375% Senior Notes:

(i) Prior to February 1, 2021, the 6.375% Senior Notes are redeemable by the Company under certain circumstances (as defined in the indenture governing the 6.375% Senior Notes), in whole at any time, or in part

from time to time, at a price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium (as defined in the indenture governing the 6.375% Senior Notes). The Applicable Premium is the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the redemption amount at February 1, 2021 (see below) of the notes redeemed plus interest through February 1, 2021 (discounted at the treasury rate on the redemption date plus 50 basis points) over the principal amount of the notes redeemed on the redemption date.

(ii) On and after February 1, 2021, redeemable by the Company, in whole or in part, at the redemption prices set forth as follows (as a percentage of the principal amount redeemed), plus accrued and unpaid interest to the redemption date: (i) on or after February 1, 2021 - 103.188%; (ii) on or after February 1, 2022 - 101.594%; (iii) on or after February 1, 2023 - 100%.

Security. The 5.875% Senior Notes and 6.375% Senior Notes are unsubordinated, unsecured obligations of the Company.

Covenants. The 5.875% Senior Notes and 6.375% 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, 2019, the Company was in compliance with all applicable covenants.

Change in Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders all of the 5.875% Senior Notes and 6.375% Senior Notes, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the 5.875% Senior Notes and 6.375% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

Capacity to Pay Dividends

At September 30, 2019, the capacity to pay dividends under the Senior Credit Facilities and the 5.875% Senior Notes and the 6.375% Senior Notes significantly exceeded the amount of the Company's retained earnings or net loss, and therefore the Company's net loss of $59.7 million and retained earnings of $143.7 million were deemed free of restrictions at September 30, 2019.

Interest Expense

The table below sets forth the composition of the Company’s interest expense for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Interest expense
Cash interest	$	44.3	$	35.8	$	89.5	$	68.2
Amortization of debt financing costs	3.7		3.0		7.5		6.0
	48.0		38.8		97.0		74.2
Interest on dissenting shareholders' liability(1)	—		16.7		—		32.6
Total interest expense	$	48.0	$	55.5	$	97.0	$	106.8

___________________

(1)

Represents interest accrued in connection with the previously outstanding dissenting shareholders' liability associated with the Starz merger.

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General

6 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

Nature of Operations

Lions Gate Entertainment Corp. (“Lionsgate,” the “Company,” “we,” “us” or “our”) is a global content leader whose films, television series, digital products and linear and over-the-top platforms reach next generation audiences around the world. In addition to our filmed entertainment leadership, Lionsgate content drives a growing presence in interactive and location-based entertainment, video games, esports and other new entertainment technologies. Lionsgate's content initiatives are backed by a nearly 17,000-title film and television library and delivered through a global sales and licensing infrastructure.

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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. The balance sheet at March 31, 2019 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, 2019.

Certain amounts presented in prior periods have been reclassified to conform to the current period 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 used for the amortization of investment in films and television programs; estimates of sales returns and other allowances and provisions for doubtful accounts; estimates related to the revenue recognition of sales or usage-based royalties; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes including the assessment of valuation allowances for deferred tax assets; 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.

Change in Estimate

The Company monitors its finite-lived intangible assets and changes in the underlying circumstances each reporting period for indicators of possible impairments or a change in the useful life or method of amortization of our finite-lived intangible assets. At June 30, 2019, the Company had $1.5 billion of finite live intangible assets related to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies ("Traditional Affiliate").  At September 30, 2019, the Company updated its undiscounted cash flows analysis for the Starz Traditional Affiliate customer relationships and concluded the undiscounted cash flows continue to exceed its carrying values and therefore the asset was recoverable.  Due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, in the quarter ended September 30, 2019, the Company changed its pattern of amortization of its Traditional Affiliate customer relationship intangible assets from the straight line method over 17 years to an accelerated amortization method which reflects amortization in the proportion that current period revenues bear to management’s estimate of future revenue over the remaining estimated useful life of the asset. This method resulted in an increase to amortization expense of $11.3 million during the quarter ended September 30, 2019, with a corresponding reduction of income before income taxes, net income, net income attributable to Lions Gate Entertainment Corp. shareholders, and decreased basic and

diluted net income per share by $0.05 per share. There was no tax benefit from the change due to changes in the Company’s valuation allowance on deferred taxes.

Recent Accounting Pronouncements

Accounting Guidance Adopted in Fiscal 2020

Accounting for Leases: In February 2016, the Financial Accounting Standards Board ("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 Company adopted the new standard on April 1, 2019 utilizing the modified retrospective approach, and therefore, results for reporting periods beginning after April 1, 2019 are presented under the new guidance, while prior periods have not been adjusted. Additionally, the Company elected to apply practical expedients allowing it to not reassess (1) whether any expired or existing contracts previously assessed as not containing leases are, or contain, leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company also elected the practical expedient to not separate lease components from non-lease components for equipment. Instead, for this lease class, each separate lease component and non-lease component is accounted for as a single lease component.

Upon adoption of the new guidance, the Company recognized lease liabilities on the Company's consolidated balance sheet for its operating leases of approximately $187.2 million, with a corresponding right-of-use assets balance of $157.4 million, net of existing lease incentives of $29.8 million which were previously classified in accounts payable and accrued liabilities and other liabilities, with no material impact on its consolidated statement of operations. See Note 6 for further information regarding the impact of the adoption of the new guidance on accounting for leases on the Company's financial statements.

Accounting Guidance Not Yet Adopted

Fair Value Measurement - Changes to Disclosure Requirements: In August 2018, the FASB issued guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance eliminates the requirement that entities disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but requires public companies to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements, among other changes. This guidance is effective for the Company's fiscal year beginning April 1, 2020, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material effect on its consolidated financial statements.

Improvements to Accounting for Costs of Films and License Agreements for Program Materials: In March 2019, the FASB issued guidance that aligns the accounting for production costs of an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization. Accordingly, the capitalization of production costs for episodic television series is no longer constrained until persuasive evidence of secondary market revenues exists. In addition, under the new guidance, a company will need to determine at the outset of production whether a film or television program is primarily monetized on its own or within a film group. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements. In addition, under previous guidance, film and television programs accounted for under the broadcasting accounting standard were carried on the balance sheet at the lower of cost or net realizable value. The new guidance requires that an entity test a film or television program for impairment, when impairment indicators are present, at a film group level when the film or license agreement is predominantly monetized with other films and/or license agreements. The impairment would be measured as the difference between the carrying value of the film group and its fair value rather than its net realizable value. This guidance requires that an entity provide new disclosures about content that is either produced or licensed, and classify cash flows for licensed content as cash flows from operating activities in the statement of cash flows. This guidance is effective for the Company's fiscal year beginning April 1, 2020, 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.

Financial Instruments - Credit Losses: In June 2016, the FASB issued guidance that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, from the incurred loss methodology under current U.S. GAAP to a new, forward-looking current expected credit loss model that would generally result in the earlier recognition of credit losses. This guidance is effective for the Company’s fiscal year beginning April 1, 2020, with early adoption permitted. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit

loss methodology with the new standard. The Company is currently evaluating the impact of this standard on its consolidated financial statements, including accounting policies, processes, and systems.

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Noncontrolling Interests

6 Months Ended

Sep. 30, 2019

Noncontrolling Interest [Abstract]

Noncontrolling Interests

Noncontrolling Interests

Redeemable Noncontrolling Interests

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

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Beginning balance	$	127.7		$	101.8
Initial fair value of redeemable noncontrolling interest of 3 Arts Entertainment	—			15.8
Net loss attributable to redeemable noncontrolling interests	(7.4		)	(7.4		)
Noncontrolling interests discount accretion	12.7			9.4
Adjustments to redemption value	12.8			15.0
Cash distributions	(3.4		)	(1.5		)
Ending balance	$	142.4		$	133.1

Redeemable noncontrolling interests (included in temporary equity on the unaudited condensed consolidated balance sheets) relate to the November 12, 2015 acquisition of a controlling interest in Pilgrim Media Group and the May 29, 2018 acquisition of a controlling interest in 3 Arts Entertainment.

Redeemable noncontrolling interests are 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 if applicable, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of amortized noncontrolling interest discount, less the amount of cash distributions that are not accounted for as compensation, if any. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to redeemable noncontrolling interest and a charge to retained earnings.

Other Noncontrolling Interests

The Company has other noncontrolling interests that are not redeemable. These noncontrolling interests primarily relate to Pantaya (a joint venture between the Company and Hemisphere Media Group), a premium Spanish-language streaming service in which the Company owns a controlling interest.

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Contingencies (Narrative) (Details) - Fiduciary Litigation $ in Millions		1 Months Ended	3 Months Ended		6 Months Ended
	Oct. 09, 2018 USD ($)	Aug. 30, 2016 class_action_complaint	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2018 USD ($)	Nov. 05, 2018 USD ($)
Loss Contingencies [Line Items]
Number of plaintiffs | class_action_complaint		7
Settlement payment amount	$ 92.5			$ 92.5	$ 92.5
Insurance reimbursement, amount			$ 37.8	$ 37.8	$ 37.8
Lawsuit for insurance reimbursement, amount						$ 10.0

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Capital Stock (Stock Option, SARs, Restricted Stock and Restricted Share Unit Activity) (Details) shares in Millions	6 Months Ended
	Sep. 30, 2019 $ / shares shares
Class A Voting Shares | Stock Options and Equity-Settled SARs
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at March 31, 2019 (in shares)	8.4
Granted (in shares)	0.0
Options exercised (in shares)	0.0
Forfeited or expired (in shares)	(0.9)
Outstanding at September 30, 2019 (in shares)	7.5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding at March 31, 2019, weighted average exercise price (in usd per share) | $ / shares	$ 26.70
Granted, weighted average exercise price (in usd per share) | $ / shares	0
Options exercised, weighted average exercise price (in usd per share) | $ / shares	0
Forfeited or expired, weighted average exercise price (in usd per share) | $ / shares	30.41
Outstanding at September 30, 2019, weighted average exercise price (in usd per share) | $ / shares	$ 26.28
Class A Voting Shares | Restricted Stock and 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, 2019 (in shares)	0.1
Granted (in shares)	0.0	[1]
Vested (in shares)	(0.1)
Forfeited or expired (in shares)	0.0	[1]
Outstanding at September 30, 2019 (in shares)	0.0	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at March 31, 2019, weighted average grant-date fair value (in usd per share) | $ / shares	$ 25.68
Granted, weighted average grant date fair value (in usd per share) | $ / shares	11.01
Restricted stock or RSUs vested, weighted average grant-date fair value (in usd per share) | $ / shares	26.24
Forfeited or expired, weighted average grant-date fair value (in usd per share) | $ / shares	19.58
Outstanding at September 30, 2019, weighted average grant-date fair value (in usd per share) | $ / shares	$ 15.33
Class B Non-Voting Shares | Stock Options and Equity-Settled SARs
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at March 31, 2019 (in shares)	26.2
Granted (in shares)	7.1	[2]
Options exercised (in shares)	(0.1)
Forfeited or expired (in shares)	(1.8)
Outstanding at September 30, 2019 (in shares)	31.4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding at March 31, 2019, weighted average exercise price (in usd per share) | $ / shares	$ 20.72
Granted, weighted average exercise price (in usd per share) | $ / shares	12.44
Options exercised, weighted average exercise price (in usd per share) | $ / shares	10.50
Forfeited or expired, weighted average exercise price (in usd per share) | $ / shares	25.49
Outstanding at September 30, 2019, weighted average exercise price (in usd per share) | $ / shares	$ 18.57
Class B Non-Voting Shares | Share Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted (in shares)	3.3
Class B Non-Voting Shares | Restricted Stock and 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, 2019 (in shares)	1.9
Granted (in shares)	2.8
Vested (in shares)	(0.4)
Forfeited or expired (in shares)	(0.2)
Outstanding at September 30, 2019 (in shares)	4.1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at March 31, 2019, weighted average grant-date fair value (in usd per share) | $ / shares	$ 24.24
Granted, weighted average grant date fair value (in usd per share) | $ / shares	12.45
Restricted stock or RSUs vested, weighted average grant-date fair value (in usd per share) | $ / shares	23.34
Forfeited or expired, weighted average grant-date fair value (in usd per share) | $ / shares	22.44
Outstanding at September 30, 2019, weighted average grant-date fair value (in usd per share) | $ / shares	$ 16.51
Maximum | Class A Voting Shares | Restricted Stock and Restricted Share Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted (in shares)	0.1	[1]
Forfeited or expired (in shares)	(0.1)
Outstanding at September 30, 2019 (in shares)	0.1

[1] Represents less than 0.1 million shares.

[2] During the six months ended September 30, 2019, the Company granted 3.3 million cash-settled share-appreciation rights ("CSARs"). The CSARs are revalued each reporting period until settlement using a closed-form option pricing model (Black Scholes).

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Capital Stock (Narrative) (Details) $ in Thousands, shares in Millions		12 Months Ended
	Dec. 08, 2016 USD ($) installment	Mar. 31, 2019 USD ($) shares	Mar. 31, 2018 USD ($) shares	Sep. 30, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of annual installments | installment	3
Annual installment payment, equity or cash, amount | $	$ 16,670
Value of agreement | $	$ 50,000
Class A Voting Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized common shares (in shares) | shares		500.0		500.0
Annual installment payment, equity or cash, amount | $		$ 8,300	$ 8,300
Affiliation agreement, annual installment payment, shares issued | shares		0.4	0.3
Class B Non-Voting Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized common shares (in shares) | shares		500.0		500.0
Annual installment payment, equity or cash, amount | $		$ 8,300	$ 8,300
Affiliation agreement, annual installment payment, shares issued | shares		0.5	0.3

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Segment Information (Adjusted Share-Based Compensation) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based compensation expense		$ 14.5	$ 15.1	$ 24.1	$ 30.2
Adjusted share-based compensation		14.5	15.1	23.8	30.2
Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted share-based compensation	[1]	14.5	15.1	23.8	30.2
General and administrative expense
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based compensation expense		14.1	14.7	23.2	29.6
Restructuring and other
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Share-based compensation expense		0.0	0.0	0.3	0.0
Restructuring and other | Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Amount included in restructuring and other	[2]	$ 0.0	$ 0.0	$ (0.3)	$ 0.0

[1] The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018           (Amounts in millions) Total share-based compensation expense $ 14.5
  $ 15.1
  $ 24.1
  $ 30.2
Less:               Amount included in restructuring and other⁽ⁱ⁾ —
  —
  (0.3 )   —
Adjusted share-based compensation $ 14.5
  $ 15.1
  $ 23.8
  $ 30.2

(i) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

[2] Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

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Debt (Schedule of Debt) (Details) - USD ($) $ in Millions		Sep. 30, 2019	Mar. 31, 2019	Jul. 31, 2018	Jun. 25, 2018	May 23, 2018
Debt Instrument [Line Items]
Corporate debt		$ 2,902.6	$ 2,927.5
Finance lease obligations		43.9	45.4
Total debt		2,946.5	2,972.9
Unamortized debt issuance costs, net of fair value adjustment on finance lease obligations		(60.6)	(68.5)
Total debt, net		2,885.9	2,904.4
Less current portion		(61.2)	(53.6)
Non-current portion of debt		2,824.7	2,850.8
Revolving Credit Facility
Debt Instrument [Line Items]
Corporate debt		$ 0.0	0.0
LIBOR-Based
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage after interest rate swaps		4.859%
Term Loan A Facility | Term Loan
Debt Instrument [Line Items]
Corporate debt	[1]	$ 731.3	750.0
Term Loan B Facility | Term Loan
Debt Instrument [Line Items]
Corporate debt	[1]	1,101.3	1,107.5
5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Corporate debt		$ 520.0	520.0
Coupon rate		5.875%
6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Corporate debt		$ 550.0	550.0
Coupon rate		6.375%
Interest rate swap agreements
Debt Instrument [Line Items]
Notional amount		$ 1,700.0	$ 1,700.0	$ 300.0	$ 200.0	$ 1,000.0

[1] To manage interest rate risk on certain of its LIBOR-based floating-rate corporate debt, as of September 30, 2019, the Company has entered into interest rate swaps to effectively convert the floating interest rates to fixed interest rates on a $1.7 billion notional amount, which as of September 30, 2019 converts the effective rate on our LIBOR-based corporate debt to 4.859% (see Note 17 for further information).

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Leases (Narrative) (Details)	6 Months Ended
	Sep. 30, 2019 renewal_period
Maximum
Lessee, Lease, Description [Line Items]
Leases, remaining lease term	10 years
Building
Lessee, Lease, Description [Line Items]
Finance lease, number of renewal periods	4
Finance lease, renewal term (in years)	5 years

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Leases (Maturities of Lease Liabilities) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Operating Leases
Six months ended March 31, 2020	$ 18.1
Year ending March 31, 2021	35.8
Year ending March 31, 2022	33.1
Year ending March 31, 2023	32.4
Year ending March 31, 2024	20.3
Thereafter	59.9
Total lease payments	199.6
Less imputed interest	(25.4)
Total	174.2
Finance Leases
Six months ended March 31, 2020	3.2
Year ending March 31, 2021	6.2
Year ending March 31, 2022	3.9
Year ending March 31, 2023	3.9
Year ending March 31, 2024	3.9
Thereafter	73.5
Total lease payments	94.6
Less imputed interest	(50.7)
Total	$ 43.9	$ 45.4

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Additional Financial Information (Non-cash Investing and Financing Activities) (Details) - USD ($) $ in Millions	6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Additional Financial Information [Abstract]
Common shares related to business acquisitions	$ 28.1	$ 83.7
Accrued dividends	$ 0.0	$ 19.4

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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 Millions		Sep. 30, 2019	Mar. 31, 2019
Senior Notes | 5.875% 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		5.875%
Senior Notes | 6.375% 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		6.375%
Carrying Value | Term Loan | Term Loan A Facility
Liabilities:
Loans, fair value disclosure		$ 716.6	$ 733.3
Carrying Value | Term Loan | Term Loan B Facility
Liabilities:
Loans, fair value disclosure		1,086.2	1,091.2
Carrying Value | Senior Notes | 5.875% Senior Notes
Liabilities:
Senior Notes, fair value disclosure		504.0	502.8
Carrying Value | Senior Notes | 6.375% Senior Notes
Liabilities:
Senior Notes, fair value disclosure		542.8	541.4
Carrying Value | Production Loans | Production Loans
Liabilities:
Loans, fair value disclosure		269.0	385.4
Fair Value | Fair Value (Level 2) | Term Loan | Term Loan A Facility
Liabilities:
Loans, fair value disclosure	[1]	724.9	742.5
Fair Value | Fair Value (Level 2) | Term Loan | Term Loan B Facility
Liabilities:
Loans, fair value disclosure	[1]	1,098.5	1,088.1
Fair Value | Fair Value (Level 2) | Senior Notes | 5.875% Senior Notes
Liabilities:
Senior Notes, fair value disclosure	[1]	534.3	534.3
Fair Value | Fair Value (Level 2) | Senior Notes | 6.375% Senior Notes
Liabilities:
Senior Notes, fair value disclosure	[1]	578.9	576.1
Fair Value | Fair Value (Level 2) | Production Loans | Production Loans
Liabilities:
Loans, fair value disclosure	[1]	$ 269.7	$ 386.4

[1] The Company measures the fair value of its outstanding debt using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, swap rates, and credit ratings (Level 2 measurements).

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Revenue (Contract with Customer, Asset and Liability) (Details) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
		Sep. 30, 2019	Sep. 30, 2019	Mar. 31, 2019
Contract with Customer, Schedule of Asset and Liability [Line Items]
Accounts receivable, net - current		$ 664.2	$ 664.2	$ 647.2
Accounts receivable, net - non-current		148.6	148.6	176.1
Contract asset - current	[1]	16.6	16.6	97.3
Contract asset - non-current	[1]	14.0	14.0	72.1
Deferred revenue - current		117.3	117.3	146.5
Deferred revenue - non-current		67.3	67.3	$ 62.8
Contract with Customer, Liability, Revenue Recognized		$ 32.4	99.8
Accounts receivable, current
Contract with Customer, Schedule of Asset and Liability [Line Items]
Contract with Customer, Asset, Increase (Decrease)			17.0
Accounts receivable, noncurrent
Contract with Customer, Schedule of Asset and Liability [Line Items]
Contract with Customer, Asset, Increase (Decrease)			(27.5)
Other Current Assets
Contract with Customer, Schedule of Asset and Liability [Line Items]
Contract with Customer, Asset, Increase (Decrease)	[1]		(80.7)
Other Non-Current Assets
Contract with Customer, Schedule of Asset and Liability [Line Items]
Contract with Customer, Asset, Increase (Decrease)	[1]		(58.1)
Deferred revenue, current
Contract with Customer, Schedule of Asset and Liability [Line Items]
Contract with Customer, Liability, Increase (Decrease)			(29.2)
Deferred revenue, noncurrent
Contract with Customer, Schedule of Asset and Liability [Line Items]
Contract with Customer, Liability, Increase (Decrease)			$ 4.5

[1] Included in prepaid expenses and other.

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Investments (Summarized Balance Sheet) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Schedule of Equity Method Investments [Line Items]
Current assets	$ 126.6	$ 189.8
Non-current assets	66.1	55.7
Current liabilities	142.6	167.8
Non-current liabilities	$ 44.6	$ 46.7

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Investment In Films and Television Programs and Program Rights (Schedule of Investment In Films And Television Programs) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Investment in Films and Television Programs and Program Rights [Line Items]
Total investment in films and television programs and program rights, net	$ 1,817.0	$ 1,967.7
Intersegment eliminations	(21.5)	(40.1)
Less current portion of program rights	(281.3)	(295.7)
Non-current portion	1,535.7	1,672.0
Motion Picture | Theatrical And Non-Theatrical Films
Investment in Films and Television Programs and Program Rights [Line Items]
Released, net of accumulated amortization	383.5	376.7
Acquired libraries, net of accumulated amortization	1.6	1.8
Completed and not released	46.7	80.6
In progress	170.8	250.4
In development	49.6	45.0
Total investment in film and television programs	652.2	754.5
Television Production | Direct-to-Television Programs
Investment in Films and Television Programs and Program Rights [Line Items]
Released, net of accumulated amortization	182.2	186.1
In progress	265.0	295.6
In development	14.6	17.6
Total investment in film and television programs	461.8	499.3
Media Networks
Investment in Films and Television Programs and Program Rights [Line Items]
Released, net of accumulated amortization	663.3	591.0
In progress	20.6	106.8
In development	40.6	56.2
Total investment in films and television programs and program rights, net	$ 724.5	$ 754.0

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Sep. 30, 2019

Derivative [Line Items]

Schedule of Derivative Instruments, Statements of Financial Performance And Comprehensive Income, Location And Effect

The following table presents the effect, net of tax, of the Company's derivatives on the accompanying consolidated statements of operations and comprehensive loss for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts
Gain recognized in accumulated other comprehensive income (loss)	$	—		$	0.4		$	—		$	0.4
Gain reclassified from accumulated other comprehensive income (loss) into direct operating expense	$	0.4		$	0.1		$	1.6		$	0.2
Interest rate swap agreements
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	(20.9	)	$	12.2		$	(66.7	)	$	5.4
Loss reclassified from accumulated other comprehensive income (loss) into interest expense	(2.7		)	(2.9		)	(4.4		)	(3.9		)
Derivatives not designated as cash flow hedges:
Forward exchange contracts
Loss recognized in direct operating expense	$	—		$	—		$	—		$	(0.7	)
Total direct operating expense on consolidated statements of operations	$	499.4		$	463.2		$	1,067.4		$	993.2
Total interest expense on consolidated statements of operations(1)	$	48.0		$	38.8		$	97.0		$	74.2

________________

(1)Represents interest expense before interest on dissenting shareholders' liability.

Derivative Instruments by Balance Sheet Location

As of September 30, 2019 and March 31, 2019, the Company had the following amounts recorded in the accompanying consolidated balance sheets related to the Company's use of derivatives:

	September 30, 2019
	Other Current Assets		Accounts Payable and Accrued Liabilities		Other Non-Current Liabilities
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts	$	1.6	$	0.7	$	—
Interest rate swap agreements	—		—		130.3
Fair value of derivatives	$	1.6	$	0.7	$	130.3

	March 31, 2019
	Other Current Assets		Accounts Payable and Accrued Liabilities		Other Non-Current Liabilities
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts	$	1.5	$	0.6	$	—
Interest rate swap agreements	—		—		63.6
Fair value of derivatives	$	1.5	$	0.6	63.6

Forward Foreign Exchange Contracts

Derivative [Line Items]

Schedule of Derivative Instruments Outstanding

As of September 30, 2019, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 22 months from September 30, 2019):

September 30, 2019
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£6.7	in exchange for		$7.3	£0.92
Canadian Dollar		C$27.3	in exchange for		$21.3	C$1.28
Australian Dollar		A$3.5	in exchange for		$2.8	A$1.25

Interest rate swap agreements

Derivative [Line Items]

Schedule of Derivative Instruments Outstanding

The major terms of the Company's interest rate swap agreements as of September 30, 2019 are as follows (all related to the Company's LIBOR-based debt, see Note 5):

Effective Date	Notional Amount (in millions)		Fixed Rate Paid	Maturity Date
May 23, 2018		$1,000.0	2.915%	March 24, 2025
June 25, 2018		$200.0	2.723%	March 23, 2025
July 31, 2018		$300.0	2.885%	March 23, 2025
December 24, 2018		$50.0	2.744%	March 23, 2025
December 24, 2018		$100.0	2.808%	March 23, 2025
December 24, 2018		$50.0	2.728%	March 23, 2025

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Income Taxes

6 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For the three and six months ended September 30, 2019 and 2018, the Company determined that a small change in its estimated pretax results for the years ending March 31, 2020 and 2019, respectively, 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 benefit (provision) using the cut-off method, which reflects the actual taxes attributable to year-to-date earnings or losses.

The Company's income tax benefit (provision) differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates and changes in the valuation allowance against the Company's deferred tax assets. In addition, the Company's income tax expense was impacted by certain minimum taxes imposed by the Tax Cuts and Jobs Act (the "Tax Act").

The Company's income tax benefit (provision) can be 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, further interpretation and legislative guidance regarding the Tax Act, changes in valuation allowances against its deferred tax assets, tax planning strategies available to the Company, and other discrete items.

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Derivative Instruments and Hedging Activities

6 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Forward Foreign Exchange Contracts

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 (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. Changes in the fair value of the foreign exchange contracts that are designated as hedges are reflected in accumulated other comprehensive income (loss), and changes in the fair value of foreign exchange contracts that are not designated as hedges and do not qualify for hedge accounting are recorded in direct operating expense. Gains and losses realized upon settlement of the foreign exchange contracts that are designated as hedges are amortized to direct operating expense on the same basis as the production expenses being hedged.

As of September 30, 2019, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 22 months from September 30, 2019):

September 30, 2019
Foreign Currency	Foreign Currency Amount			US Dollar Amount		Weighted Average Exchange Rate Per $1 USD
	(Amounts in millions)			(Amounts in millions)
British Pound Sterling		£6.7	in exchange for		$7.3	£0.92
Canadian Dollar		C$27.3	in exchange for		$21.3	C$1.28
Australian Dollar		A$3.5	in exchange for		$2.8	A$1.25

Interest Rate Swaps

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows. The Company primarily uses pay-fixed interest rate swaps to facilitate its interest rate risk management activities, which the Company designates as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in accumulated other comprehensive income (loss) and recognized in interest expense as the interest payments occur.

As of September 30, 2019 and March 31, 2019, the total notional amount of the Company’s pay-fixed interest rate swaps was $1.7 billion and $1.7 billion, respectively.

The major terms of the Company's interest rate swap agreements as of September 30, 2019 are as follows (all related to the Company's LIBOR-based debt, see Note 5):

Effective Date	Notional Amount (in millions)		Fixed Rate Paid	Maturity Date
May 23, 2018		$1,000.0	2.915%	March 24, 2025
June 25, 2018		$200.0	2.723%	March 23, 2025
July 31, 2018		$300.0	2.885%	March 23, 2025
December 24, 2018		$50.0	2.744%	March 23, 2025
December 24, 2018		$100.0	2.808%	March 23, 2025
December 24, 2018		$50.0	2.728%	March 23, 2025

The following table presents the effect, net of tax, of the Company's derivatives on the accompanying consolidated statements of operations and comprehensive loss for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts
Gain recognized in accumulated other comprehensive income (loss)	$	—		$	0.4		$	—		$	0.4
Gain reclassified from accumulated other comprehensive income (loss) into direct operating expense	$	0.4		$	0.1		$	1.6		$	0.2
Interest rate swap agreements
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	(20.9	)	$	12.2		$	(66.7	)	$	5.4
Loss reclassified from accumulated other comprehensive income (loss) into interest expense	(2.7		)	(2.9		)	(4.4		)	(3.9		)
Derivatives not designated as cash flow hedges:
Forward exchange contracts
Loss recognized in direct operating expense	$	—		$	—		$	—		$	(0.7	)
Total direct operating expense on consolidated statements of operations	$	499.4		$	463.2		$	1,067.4		$	993.2
Total interest expense on consolidated statements of operations(1)	$	48.0		$	38.8		$	97.0		$	74.2

________________

(1)Represents interest expense before interest on dissenting shareholders' liability.

The Company classifies its forward foreign exchange contracts and interest rate swap agreements within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (see Note 8). As of September 30, 2019 and March 31, 2019, the Company had the following amounts recorded in the accompanying consolidated balance sheets related to the Company's use of derivatives:

	September 30, 2019
	Other Current Assets		Accounts Payable and Accrued Liabilities		Other Non-Current Liabilities
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts	$	1.6	$	0.7	$	—
Interest rate swap agreements	—		—		130.3
Fair value of derivatives	$	1.6	$	0.7	$	130.3

	March 31, 2019
	Other Current Assets		Accounts Payable and Accrued Liabilities		Other Non-Current Liabilities
	(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts	$	1.5	$	0.6	$	—
Interest rate swap agreements	—		—		63.6
Fair value of derivatives	$	1.5	$	0.6	63.6

As of September 30, 2019, based on the current release schedule, the Company estimates approximately $0.7 million of gains associated with forward foreign exchange contract cash flow hedges in accumulated other comprehensive loss will be reclassified into earnings during the one-year period ending September 30, 2020.  

As of September 30, 2019, the Company estimates approximately $20.8 million of losses recorded in accumulated other comprehensive loss associated with interest rate swap agreement cash flow hedges will be reclassified into interest expense during the one-year period ending September 30, 2020.

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Investments (Tables)

6 Months Ended

Sep. 30, 2019

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

Carrying Amount of Investments, By Category

The Company's investments consisted of the following:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Investments in equity method investees	$	29.0	$	24.5
Other investments	1.3		1.7
	$	30.3	$	26.2

Loss on Investments

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Impairments of investments(1)	$	—		$	(34.2	)	$	—		$	(34.2	)
Unrealized losses on equity securities held as of September 30, 2019 and 2018, respectively	(0.4		)	(1.9		)	(0.3		)	(2.8		)
	$	(0.4	)	$	(36.1	)	$	(0.3	)	$	(37.0	)

 ___________________

(1)

In the three and six months ended September 30, 2018, amounts represent other-than-temporary impairments on investments in equity securities without readily determinable fair values and notes receivable (previously included in other assets), which were written down to their estimated fair value.

Schedule of Equity Method Investments [Line Items]

Summarized Balance Sheet

Summarized financial information for the Company's equity method investees owned at September 30, 2019 and March 31, 2019, respectively, is set forth below:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Current assets	$	126.6	$	189.8
Non-current assets	$	66.1	$	55.7
Current liabilities	$	142.6	$	167.8
Non-current liabilities	$	44.6	$	46.7

Summarized Statement of Income

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Revenues	$	47.0		$	30.7		$	77.2		$	53.4
Gross profit	$	16.2		$	15.3		$	24.3		$	19.6
Net loss	$	(8.6	)	$	(34.9	)	$	(31.0	)	$	(55.3	)

Pop

Schedule of Equity Method Investments [Line Items]

Summarized Balance Sheet

The following table presents the summarized statements of operations for the three and six months ended September 30, 2018 for Pop and a reconciliation of the net loss reported by Pop to equity interest loss recorded by the Company:

	Three Months Ended			Six Months Ended
	September 30,			September 30,
	2018			2018
Revenues	$	25.9		$	51.5
Expenses:
Cost of services	12.4			25.5
Selling, marketing, and general and administration	11.5			23.4
Depreciation and amortization	2.0			4.0
Operating loss	—			(1.4		)
Interest expense, net	0.5			0.9
Accretion of redeemable preferred stock units(1)	22.6			44.4
Total interest expense, net	23.1			45.3
Net loss	$	(23.1	)	$	(46.7	)
Reconciliation of net loss reported by Pop to equity interest loss:
Net loss reported by Pop	$	(23.1	)	$	(46.7	)
Ownership interest in Pop	50		%	50		%
The Company's share of net loss	(11.6		)	(23.4		)
Accretion of dividend and interest income on redeemable preferred stock units(1)	11.3			22.2
Elimination of the Company's share of profits on licensing sales to Pop	(0.1		)	(0.2		)
Realization of the Company’s share of profits on licensing sales to Pop	0.1			0.3
Total equity interest loss recorded	$	(0.3	)	$	(1.1	)

 ___________________

(1)

Accretion of mandatorily redeemable preferred stock units represents Pop's 10% dividend and the amortization of discount on its mandatorily redeemable preferred stock units previously held by the Company and the other interest holder. The Company recorded its share of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest loss.

Summarized Statement of Income

The following table presents the summarized statements of operations for the three and six months ended September 30, 2018 for Pop and a reconciliation of the net loss reported by Pop to equity interest loss recorded by the Company:

	Three Months Ended			Six Months Ended
	September 30,			September 30,
	2018			2018
Revenues	$	25.9		$	51.5
Expenses:
Cost of services	12.4			25.5
Selling, marketing, and general and administration	11.5			23.4
Depreciation and amortization	2.0			4.0
Operating loss	—			(1.4		)
Interest expense, net	0.5			0.9
Accretion of redeemable preferred stock units(1)	22.6			44.4
Total interest expense, net	23.1			45.3
Net loss	$	(23.1	)	$	(46.7	)
Reconciliation of net loss reported by Pop to equity interest loss:
Net loss reported by Pop	$	(23.1	)	$	(46.7	)
Ownership interest in Pop	50		%	50		%
The Company's share of net loss	(11.6		)	(23.4		)
Accretion of dividend and interest income on redeemable preferred stock units(1)	11.3			22.2
Elimination of the Company's share of profits on licensing sales to Pop	(0.1		)	(0.2		)
Realization of the Company’s share of profits on licensing sales to Pop	0.1			0.3
Total equity interest loss recorded	$	(0.3	)	$	(1.1	)

 ___________________

(1)

Accretion of mandatorily redeemable preferred stock units represents Pop's 10% dividend and the amortization of discount on its mandatorily redeemable preferred stock units previously held by the Company and the other interest holder. The Company recorded its share of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest loss.

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018
Operating Activities:
Net loss		$ (59.7)	$ (160.6)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		91.2	81.1
Amortization of films and television programs and program rights		855.2	723.2
Interest on dissenting shareholders' liability		0.0	32.6
Amortization of debt financing costs		7.5	6.0
Non-cash share-based compensation		24.1	30.2
Other non-cash items		21.8	12.1
Shareholder litigation settlements	[1]	0.0	114.1
Equity interests loss		11.1	17.8
Loss on investments		0.3	37.0
Deferred income taxes (benefit)		0.6	(40.9)
Changes in operating assets and liabilities:
Accounts receivable, net and other assets		123.7	172.7
Investment in films and television programs and program rights, net		(717.1)	(697.1)
Accounts payable and accrued liabilities		(22.4)	(65.3)
Participations and residuals		(45.8)	(24.1)
Film obligations		(47.4)	(12.4)
Deferred revenue		(24.6)	43.5
Net Cash Flows Provided By Operating Activities		218.5	269.9
Investing Activities:
Investment in equity method investees		(4.9)	(22.0)
Business acquisitions, net of cash acquired of $5.5 (see Note 2)		0.0	(77.3)
Capital expenditures		(16.9)	(21.6)
Net Cash Flows Used In Investing Activities		(21.8)	(120.9)
Financing Activities:
Debt - borrowings		302.0	2,069.5
Debt - repayments		(328.5)	(2,144.8)
Production loans - borrowings		51.8	154.5
Production loans - repayments		(168.2)	(189.7)
Dividends paid		0.0	(38.2)
Distributions to noncontrolling interest		(3.6)	(1.5)
Exercise of stock options		0.5	1.8
Tax withholding required on equity awards		(1.8)	(4.0)
Net Cash Flows Used In Financing Activities		(147.8)	(152.4)
Net Change In Cash, Cash Equivalents and Restricted Cash		48.9	(3.4)
Foreign Exchange Effects on Cash, Cash Equivalents and Restricted Cash		(0.6)	(2.4)
Cash, Cash Equivalents and Restricted Cash - Beginning Of Period		184.3	378.1
Cash, Cash Equivalents and Restricted Cash - End Of Period		$ 232.6	$ 372.3

[1] Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

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Net Income (Loss) Per Share

6 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated based on the weighted average common shares outstanding for the period. Basic net income (loss) per share for the three and six months ended September 30, 2019 and 2018 is presented below:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2019		2018			2019			2018
	(Amounts in millions, except per share amounts)
Basic Net Income (Loss) Per Common Share:
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8	$	(144.1	)	$	(52.2	)	$	(151.9	)
Denominator:
Weighted average common shares outstanding	217.5		213.6			216.8			212.7
Basic net income (loss) per common share	$	0.01	$	(0.67	)	$	(0.24	)	$	(0.71	)

Diluted net income (loss) per common share reflects share purchase options, including equity-settled share appreciation rights ("SARs"), restricted share units ("RSUs") and restricted stock using the treasury stock method when dilutive, and any contingently issuable shares when dilutive. Diluted net income (loss) per common share for the three and six months ended September 30, 2019 and 2018 is presented below:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2019		2018			2019			2018
	(Amounts in millions, except per share amounts)
Diluted Net Income (Loss) Per Common Share:
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8	$	(144.1	)	$	(52.2	)	$	(151.9	)
Denominator:
Weighted average common shares outstanding	217.5		213.6			216.8			212.7
Effect of dilutive securities:
Share purchase options	0.3		—			—			—
Restricted share units and restricted stock	0.2		—			—			—
Contingently issuable shares	1.8		—			—			—
Adjusted weighted average common shares outstanding	219.8		213.6			216.8			212.7
Diluted net income (loss) per common share	$	0.01	$	(0.67	)	$	(0.24	)	$	(0.71	)

As a result of the net loss in the six months ended September 30, 2019 and the three and six months ended September 30, 2018, the dilutive effect of the share purchase options, restricted share units and restricted stock, and contingently issuable shares were considered anti-dilutive and, therefore, excluded from diluted net loss per share. The weighted average anti-dilutive shares excluded from the calculation due to the net loss for the six months ended September 30, 2019 totaled 3.2 million (three and six months ended September 30, 2018 - 8.3 million and 8.2 million, respectively).

Additionally, for the three and six months ended September 30, 2019 and 2018, the outstanding common shares issuable presented below were excluded from diluted net income (loss) per common share because their inclusion would have had an anti-dilutive effect regardless of net income or loss in the period.

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
	(Amounts in millions)
Anti-dilutive shares issuable
Share purchase options	31.1	20.4	30.2	19.5
Restricted share units	3.3	0.9	2.4	0.7
Other issuable shares	3.9	1.3	3.0	1.2
Total weighted average anti-dilutive shares issuable excluded from diluted net income (loss) per common share	38.3	22.6	35.6	21.4

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Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Sep. 30, 2019	Mar. 31, 2019
Class A Voting Shares
Common shares, no par value	$ 0	$ 0
Authorized common shares	500.0	500.0
Common shares, shares issued	82.7	82.5
Class B Non-Voting Shares
Common shares, no par value	$ 0	$ 0
Authorized common shares	500.0	500.0
Common shares, shares issued	135.2	133.5

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Investment In Films and Television Programs and Program Rights

6 Months Ended

Sep. 30, 2019

Investment In Films And Television Programs and Program Rights [Abstract]

Investment In Films and Television Programs and Program Rights

Investment in Films and Television Programs and Program Rights

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Motion Picture Segment - Theatrical and Non-Theatrical Films
Released, net of accumulated amortization	$	383.5		$	376.7
Acquired libraries, net of accumulated amortization	1.6			1.8
Completed and not released	46.7			80.6
In progress	170.8			250.4
In development	49.6			45.0
	652.2			754.5
Television Production Segment - Direct-to-Television Programs
Released, net of accumulated amortization	182.2			186.1
In progress	265.0			295.6
In development	14.6			17.6
	461.8			499.3
Media Networks Segment
Released program rights, net of accumulated amortization	663.3			591.0
In progress	20.6			106.8
In development	40.6			56.2
	724.5			754.0
Intersegment eliminations	(21.5		)	(40.1		)
Investment in films and television programs and program rights, net	1,817.0			1,967.7
Less current portion of program rights	(281.3		)	(295.7		)
Non-current portion	$	1,535.7		$	1,672.0

During the three and six months ended September 30, 2019 and 2018, the Company performed fair value measurements related to films having indicators of impairment. In determining the fair value of its films, the Company employs a 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, 2019, the Company recorded $0.1 million and $1.6 million, respectively, of fair value film write-downs (2018 - $2.5 million and $7.0 million, respectively).

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Film Obligations and Production Loans

6 Months Ended

Sep. 30, 2019

Film Obligations And Production Loans [Abstract]

Film Obligations and Production Loans

Film Obligations and Production Loans

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Film obligations	$	211.2		$	270.3
Production loans	269.7			386.4
Total film obligations and production loans	480.9			656.7
Unamortized debt issuance costs	(0.7		)	(1.0		)
Total film obligations and production loans, net	480.2			655.7
Less current portion	(343.9		)	(512.6		)
Total non-current film obligations and production loans	$	136.3		$	143.1

Film Obligations

Film obligations include minimum guarantees and accrued licensed program rights obligations, 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 4.16% to 4.85%.

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Net Income (Loss) Per Share (Tables)

6 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Basic Net Income (Loss) Per Common Share

Basic net income (loss) per share for the three and six months ended September 30, 2019 and 2018 is presented below:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2019		2018			2019			2018
	(Amounts in millions, except per share amounts)
Basic Net Income (Loss) Per Common Share:
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8	$	(144.1	)	$	(52.2	)	$	(151.9	)
Denominator:
Weighted average common shares outstanding	217.5		213.6			216.8			212.7
Basic net income (loss) per common share	$	0.01	$	(0.67	)	$	(0.24	)	$	(0.71	)

Diluted Net Income (Loss) Per Common Share

Diluted net income (loss) per common share for the three and six months ended September 30, 2019 and 2018 is presented below:

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2019		2018			2019			2018
	(Amounts in millions, except per share amounts)
Diluted Net Income (Loss) Per Common Share:
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$	1.8	$	(144.1	)	$	(52.2	)	$	(151.9	)
Denominator:
Weighted average common shares outstanding	217.5		213.6			216.8			212.7
Effect of dilutive securities:
Share purchase options	0.3		—			—			—
Restricted share units and restricted stock	0.2		—			—			—
Contingently issuable shares	1.8		—			—			—
Adjusted weighted average common shares outstanding	219.8		213.6			216.8			212.7
Diluted net income (loss) per common share	$	0.01	$	(0.67	)	$	(0.24	)	$	(0.71	)

Anti-dilutive Shares Issuable

Additionally, for the three and six months ended September 30, 2019 and 2018, the outstanding common shares issuable presented below were excluded from diluted net income (loss) per common share because their inclusion would have had an anti-dilutive effect regardless of net income or loss in the period.

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
	(Amounts in millions)
Anti-dilutive shares issuable
Share purchase options	31.1	20.4	30.2	19.5
Restricted share units	3.3	0.9	2.4	0.7
Other issuable shares	3.9	1.3	3.0	1.2
Total weighted average anti-dilutive shares issuable excluded from diluted net income (loss) per common share	38.3	22.6	35.6	21.4

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Film Obligations and Production Loans (Tables)

6 Months Ended

Sep. 30, 2019

Film Obligations And Production Loans [Abstract]

Films Obligations And Production Loans

	September 30, 2019			March 31, 2019
	(Amounts in millions)
Film obligations	$	211.2		$	270.3
Production loans	269.7			386.4
Total film obligations and production loans	480.9			656.7
Unamortized debt issuance costs	(0.7		)	(1.0		)
Total film obligations and production loans, net	480.2			655.7
Less current portion	(343.9		)	(512.6		)
Total non-current film obligations and production loans	$	136.3		$	143.1

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Debt (Narrative - Senior Notes) (Details) $ in Millions	6 Months Ended
	Sep. 30, 2019 USD ($)
Debt Instrument [Line Items]
Basis spread on treasury rate	0.50%
5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Coupon rate	5.875%
Debt instrument redemption premium percentage, as a percentage of principal amount prepaid or redeemed	1.00%
6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Coupon rate	6.375%
Debt instrument redemption premium percentage, as a percentage of principal amount prepaid or redeemed	1.00%
Senior Credit Facilities And 5.875% Senior Notes And 6.375% Senior Notes
Debt Instrument [Line Items]
Net loss, amount free of restrictions	$ 59.7
Retained earnings, amount free of restrictions	$ 143.7
Debt instrument, redemption period one | 5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	100.00%
Debt instrument, redemption period one | 6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	100.00%
Debt instrument, redemption, period two | 5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	104.406%
Debt instrument, redemption, period two | 6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	103.188%
Debt instrument, redemption, period three | 5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	102.938%
Debt instrument, redemption, period three | 6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	101.594%
Debt instrument, redemption, period four | 5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	101.439%
Debt instrument, redemption, period four | 6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	100.00%
Debt instrument, redemption, period five | 5.875% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	100.00%
Change in Control | 5.875% Senior Notes and 6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	101.00%
Certain Asset Disposition | 5.875% Senior Notes and 6.375% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument redemption price percentage	100.00%

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Leases (Cash Flow Information, Leases) (Details) $ in Millions	6 Months Ended
	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 18.1
Financing cash flows from financing leases	1.5
Right-of-use assets obtained in exchange for new operating lease obligations	$ 2.1

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Segment Information (Reconciliation of Segment General and Administration to Consolidated) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting, Other Significant Reconciling Item [Line Items]
Segment general and administrative expenses		$ 53.0	$ 61.7	$ 108.3	$ 124.6
General and administration		105.9	115.0	208.5	225.1
Operating segments
Segment Reporting, Other Significant Reconciling Item [Line Items]
Segment general and administrative expenses		53.0	61.7	108.3	124.6
Corporate general and administrative expense
Segment Reporting, Other Significant Reconciling Item [Line Items]
Corporate general and administrative expenses		25.4	25.3	49.5	52.8
Corporate and reconciling items
Segment Reporting, Other Significant Reconciling Item [Line Items]
Purchase accounting and related adjustments	[1]	55.1	49.6	100.1	92.4
General and administrative expense
Segment Reporting, Other Significant Reconciling Item [Line Items]
Purchase accounting and related adjustments		13.4	13.2	27.5	18.0
General and administrative expense | Corporate and reconciling items
Segment Reporting, Other Significant Reconciling Item [Line Items]
Share-based compensation expense included in general and administrative expense		14.1	14.8	23.2	29.7
Purchase accounting and related adjustments		$ 13.4	$ 13.2	$ 27.5	$ 18.0

[1] Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018   (Amounts in millions) Purchase accounting and related adjustments:               Direct operating $ 1.0
  $ 5.6
  $ 2.5
  $ 13.6
General and administrative expense 13.4
  13.2
  27.5
  18.0
Depreciation and amortization 40.7
  30.8
  70.1
  60.8
  $ 55.1
  $ 49.6
  $ 100.1
  $ 92.4

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Capital Stock (Share-Based Compensation Expense) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		$ 14.5	$ 15.1	$ 23.8	$ 30.2
Total share-based compensation expense		14.5	15.1	24.1	30.2
Tax impact	[1]	(3.1)	(3.4)	(5.1)	(6.9)
Reduction in net income		11.4	11.7	19.0	23.3
Employee Stock Options, Restricted Stock and Restricted Share Units [Member]
Share-Based Compensation Expense [Line Items]
Impact of accelerated vesting on equity awards	[2]	0.0	0.0	0.3	0.0
Stock Options
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		5.2	6.7	8.8	13.5
Restricted Share Units and Other Share-based Compensation
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		8.5	7.2	13.3	13.9
Share Appreciation Rights (SARs)
Share-Based Compensation Expense [Line Items]
Share-based compensation expense		$ 0.8	$ 1.2	$ 1.7	$ 2.8

[1] Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.

[2] Represents the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

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Net Income (Loss) Per Share (Diluted) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$ 1.8	$ (144.1)	$ (52.2)	$ (151.9)
Denominator:
Weighted average common shares outstanding (in shares)	217.5	213.6	216.8	212.7
Effect of dilutive securities:
Share purchase options (in shares)	0.3	0.0	0.0	0.0
Restricted share units and restricted stock (in shares)	0.2	0.0	0.0	0.0
Contingently issuable shares	1.8	0.0	0.0	0.0
Adjusted weighted average common shares outstanding	219.8	213.6	216.8	212.7
Diluted net income (loss) per common share (in usd per share)	$ 0.01	$ (0.67)	$ (0.24)	$ (0.71)

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Segment Information (Reconciliation Of Total Segment Profit To The Company's Income (Loss) Before Income Taxes) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Company’s total segment profit		$ 170.4	$ 154.1	$ 261.9	$ 298.5
Adjusted depreciation and amortization	[1]	(10.2)	(10.0)	(21.1)	(20.3)
Restructuring and other		(7.6)	(15.0)	(13.1)	(25.6)
Adjusted share-based compensation expense		(14.5)	(15.1)	(23.8)	(30.2)
Operating income		57.6	39.1	54.3	77.2
Interest expense		(48.0)	(55.5)	(97.0)	(106.8)
Shareholder litigation settlements	[2]	0.0	(114.1)	0.0	(114.1)
Interest and other income		2.2	3.0	5.0	6.1
Other expense		(3.8)	0.0	(6.1)	0.0
Loss on investments		(0.4)	(36.1)	(0.3)	(37.0)
Equity interests loss		(3.2)	(11.7)	(11.1)	(17.8)
Income (loss) before income taxes		4.4	(175.3)	(55.2)	(192.4)
Operating segments
Segment Reporting Information [Line Items]
Company’s total segment profit		170.4	154.1	261.9	298.5
Corporate general and administrative expense
Segment Reporting Information [Line Items]
Corporate general and administrative expenses		(25.4)	(25.3)	(49.5)	(52.8)
Corporate and reconciling items
Segment Reporting Information [Line Items]
Restructuring and other	[3]	(7.6)	(15.0)	(13.1)	(25.6)
Adjusted share-based compensation expense	[4]	(14.5)	(15.1)	(23.8)	(30.2)
Purchase accounting and related adjustments	[5]	$ (55.1)	$ (49.6)	$ (100.1)	$ (92.4)

[1] Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018   (Amounts in millions) Depreciation and amortization $ 50.9
  $ 40.8
  $ 91.2
  $ 81.1
Less: Amount included in purchase accounting and related adjustments (40.7 )   (30.8 )   (70.1 )   (60.8 ) Adjusted depreciation and amortization $ 10.2
  $ 10.0
  $ 21.1
  $ 20.3

[2] Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

[3] Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable (see Note 14).

[4] The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018           (Amounts in millions) Total share-based compensation expense $ 14.5
  $ 15.1
  $ 24.1
  $ 30.2
Less:               Amount included in restructuring and other⁽ⁱ⁾ —
  —
  (0.3 )   —
Adjusted share-based compensation $ 14.5
  $ 15.1
  $ 23.8
  $ 30.2

(i) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

[5] Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018   (Amounts in millions) Purchase accounting and related adjustments:               Direct operating $ 1.0
  $ 5.6
  $ 2.5
  $ 13.6
General and administrative expense 13.4
  13.2
  27.5
  18.0
Depreciation and amortization 40.7
  30.8
  70.1
  60.8
  $ 55.1
  $ 49.6
  $ 100.1
  $ 92.4

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Restructuring and Other (Severance Liability Rollforward) (Details) - Severance liability - USD ($) $ in Millions		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018
Restructuring and Other Severance Liability
Beginning balance		$ 21.2	$ 14.7
Accruals		5.9	3.7
Severance payments		(18.8)	(11.4)
Ending balance	[1]	8.3	$ 7.0
Accounts Payable and Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Remaining severance liability, expected to be paid in next 12 months		$ 8.3

[1] As of September 30, 2019, the remaining severance liability of approximately $8.3 million is expected to be paid in the next 12 months.

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Derivative Instruments and Hedging Activities (Forward Foreign Exchange Contracts) (Details) - Forward exchange contracts £ in Millions, $ in Millions, $ in Millions, $ in Millions	Sep. 30, 2019 USD ($)	Sep. 30, 2019 AUD ($)	Sep. 30, 2019 CAD ($)	Sep. 30, 2019 GBP (£)
British Pounds Sterling
Derivative [Line Items]
Foreign Currency Amount | £				£ 6.7
US Dollar Amount	$ 7.3
Weighted average exchange rate per $1 USD	0.92	0.92	0.92	0.92
Canada, Dollars
Derivative [Line Items]
Foreign Currency Amount			$ 27.3
US Dollar Amount	$ 21.3
Weighted average exchange rate per $1 USD	1.28	1.28	1.28	1.28
Australia, Dollars
Derivative [Line Items]
Foreign Currency Amount		$ 3.5
US Dollar Amount	$ 2.8
Weighted average exchange rate per $1 USD	1.25	1.25	1.25	1.25

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Investments (Investments by Category) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Equity Method Investments, and Investments in Debt and Equity Securities [Abstract]
Investments in equity method investees	$ 29.0	$ 24.5
Other investments	1.3	1.7
Investments	$ 30.3	$ 26.2

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General (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Apr. 01, 2019	Mar. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Liabilities	$ 174.2
Operating Leases, Right-of-use assets	146.3			$ 0.0
Accounting for Leases
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Liabilities			$ 187.2
Operating Leases, Right-of-use assets			157.4
Lease Incentives			$ 29.8
Customer relationships
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible assets		$ 1,500.0
Finite-Lived Intangible Asset, Useful Life		17 years
Intangible Assets, Amortization Period
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase in amortization expense	$ 11.3
Decrease in earnings per share, basic and diluted (in usd per share)	$ 0.05

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Net Income (Loss) Per Share (Basic) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders	$ 1.8	$ (144.1)	$ (52.2)	$ (151.9)
Denominator:
Weighted average common shares outstanding (in shares)	217.5	213.6	216.8	212.7
Basic net income (loss) per common share (in usd per share)	$ 0.01	$ (0.67)	$ (0.24)	$ (0.71)

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Derivative Instruments and Hedging Activities (Forward Contracts by Balance Sheet Location) (Details) - Designated as Hedging Instrument - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative Asset	$ 1.6	$ 1.5
Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability	0.7	0.6
Other Non-Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability	130.3	63.6
Forward exchange contracts | Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative Asset	1.6	1.5
Forward exchange contracts | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability	0.7	0.6
Forward exchange contracts | Other Non-Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability	0.0	0.0
Interest rate swap agreements | Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative Asset	0.0	0.0
Interest rate swap agreements | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability	0.0	0.0
Interest rate swap agreements | Other Non-Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability	$ 130.3	$ 63.6

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Film Obligations and Production Loans (Narrative) (Details) - Production Loans	Sep. 30, 2019
Minimum
Interest rates on production loans	4.16%
Maximum
Interest rates on production loans	4.85%

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Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 983.5	$ 901.0	$ 1,947.1	$ 1,833.6
Operating segments | Motion Picture
Disaggregation of Revenue [Line Items]
Revenues	405.8	379.0	803.6	744.3
Operating segments | Motion Picture | Theatrical
Disaggregation of Revenue [Line Items]
Revenues	85.7	69.1	207.5	119.5
Operating segments | Motion Picture | Digital Media
Disaggregation of Revenue [Line Items]
Revenues	113.3	85.1	196.6	171.3
Operating segments | Motion Picture | Packaged Media
Disaggregation of Revenue [Line Items]
Revenues	65.2	64.5	121.6	141.0
Operating segments | Motion Picture | Home Entertainment
Disaggregation of Revenue [Line Items]
Revenues	178.5	149.6	318.2	312.3
Operating segments | Motion Picture | Television
Disaggregation of Revenue [Line Items]
Revenues	38.3	70.9	103.1	132.8
Operating segments | Motion Picture | International
Disaggregation of Revenue [Line Items]
Revenues	93.2	82.2	160.6	149.6
Operating segments | Motion Picture | Other
Disaggregation of Revenue [Line Items]
Revenues	10.1	7.2	14.2	30.1
Operating segments | Television Production
Disaggregation of Revenue [Line Items]
Revenues	274.0	152.1	553.8	431.5
Operating segments | Television Production | Television
Disaggregation of Revenue [Line Items]
Revenues	185.5	85.1	382.3	302.9
Operating segments | Television Production | Digital Media
Disaggregation of Revenue [Line Items]
Revenues	31.7	27.0	37.5	43.3
Operating segments | Television Production | Packaged Media
Disaggregation of Revenue [Line Items]
Revenues	0.2	1.6	1.6	3.4
Operating segments | Television Production | Home Entertainment
Disaggregation of Revenue [Line Items]
Revenues	31.9	28.6	39.1	46.7
Operating segments | Television Production | International
Disaggregation of Revenue [Line Items]
Revenues	39.0	21.8	95.8	58.8
Operating segments | Television Production | Other
Disaggregation of Revenue [Line Items]
Revenues	17.6	16.6	36.6	23.1
Operating segments | Media Networks
Disaggregation of Revenue [Line Items]
Revenues	374.0	377.3	746.4	732.2
Operating segments | Media Networks | Programming
Disaggregation of Revenue [Line Items]
Revenues			746.4	732.2
Intersegment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	(70.3)	(7.4)	(156.7)	(74.4)
Intersegment Eliminations | Motion Picture
Disaggregation of Revenue [Line Items]
Revenues	(5.7)	(2.2)	(10.1)	(4.3)
Intersegment Eliminations | Television Production
Disaggregation of Revenue [Line Items]
Revenues	(64.0)	(5.2)	(145.4)	(70.0)
Intersegment Eliminations | Media Networks
Disaggregation of Revenue [Line Items]
Revenues	(0.6)	0.0	(1.2)	(0.1)
Domestic | Operating segments | Media Networks | Programming
Disaggregation of Revenue [Line Items]
Revenues	369.6	377.0	738.9	731.8
Domestic | Operating segments | Media Networks | Streaming Services
Disaggregation of Revenue [Line Items]
Revenues	7.7	3.6	14.1	7.3
International | Operating segments | Media Networks | Programming
Disaggregation of Revenue [Line Items]
Revenues	$ 4.4	$ 0.3	$ 7.5	$ 0.4

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Additional Financial Information (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Mar. 31, 2019
Transfer of Financial Assets Accounted for as Sales [Line Items]
Restricted cash	$ 0.0	$ 0.0	$ 0.0
Trade Accounts Receivable
Transfer of Financial Assets Accounted for as Sales [Line Items]
Receivables monetized, amount derecognized	455.9	830.4
Cash proceeds from transfer of receivables	452.1	824.3
Loss recorded	3.8	6.1
Derecognized accounts receivable for which the Company continues to service, amount outstanding	$ 511.9	$ 511.9	$ 350.6

XML

Segment Information

6 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company's internal management structure, and the financial information that is evaluated regularly by the Company's chief operating decision maker.

The Company has three reportable business segments: (1) Motion Picture, (2) Television Production and (3) Media Networks.

Motion Picture. Motion Picture 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. 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. Television Production includes the licensing of Starz original series productions to Starz Networks and STARZPLAY International, and the ancillary market distribution of Starz original productions and licensed product. Additionally, the results of operations of 3 Arts Entertainment is included in the Television Production segment from the acquisition date of May 29, 2018 (see Note 2).

Media Networks. Media Networks consists of the following product lines (i) Starz Networks, which includes the domestic licensing of premium subscription video programming to distributors, and on a direct-to-consumer basis (ii) STARZPLAY International, which represents revenues primarily from the OTT distribution of the Company's STARZ branded premium subscription video services internationally and (iii) Streaming Services, which represents the Lionsgate legacy start-up direct to consumer streaming services on its SVOD platforms.

In the ordinary course of business, the Company's reportable segments enter into transactions with one another. The most common types of intersegment transactions include licensing motion pictures or television programming (including Starz original productions) from the Motion Picture and Television Production segments to the Media Networks segment. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses, assets, or liabilities recognized by the segment that is the counterparty to the transaction) are eliminated in consolidation and, therefore, do not affect consolidated results.

Segment information is presented in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Segment revenues
Motion Picture	$	405.8		$	379.0		$	803.6		$	744.3
Television Production	274.0			152.1			553.8			431.5
Media Networks	374.0			377.3			746.4			732.2
Intersegment eliminations	(70.3		)	(7.4		)	(156.7		)	(74.4		)
	$	983.5		$	901.0		$	1,947.1		$	1,833.6
Intersegment revenues
Motion Picture	$	5.7		$	2.2		$	10.1		$	4.3
Television Production	64.0			5.2			145.4			70.0
Media Networks	0.6			—			1.2			0.1
	$	70.3		$	7.4		$	156.7		$	74.4
Gross contribution
Motion Picture	$	76.8		$	38.9		$	109.7		$	117.7
Television Production	19.7			20.4			54.4			46.1
Media Networks	124.7			147.4			205.6			261.6
Intersegment eliminations	2.2			9.1			0.5			(2.3		)
	$	223.4		$	215.8		$	370.2		$	423.1
Segment general and administration
Motion Picture	$	25.8		$	26.0		$	51.1		$	52.8
Television Production	7.1			11.0			16.8			21.5
Media Networks	20.1			24.7			40.4			50.3
	$	53.0		$	61.7		$	108.3		$	124.6
Segment profit
Motion Picture	$	51.0		$	12.9		$	58.6		$	64.9
Television Production	12.6			9.4			37.6			24.6
Media Networks	104.6			122.7			165.2			211.3
Intersegment eliminations	2.2			9.1			0.5			(2.3		)
	$	170.4		$	154.1		$	261.9		$	298.5

The Company's primary measure of segment performance is segment profit. Segment profit is defined as gross contribution (revenues, less direct operating and distribution and marketing expense) less segment general and administration expenses. Segment profit excludes corporate general and administrative expense, restructuring and other costs, share-based compensation other than annual bonuses granted in immediately vested stock awards when applicable, certain programming and content charges as a result of management changes and associated changes in strategy, when applicable, and purchase accounting and related adjustments, when applicable. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enables them to understand the fundamental performance of the Company's businesses. Media Networks gross contribution and segment profit for the three and six months ended September 30, 2019 includes a benefit of $43.7 million and $36.7 million, respectively, in direct operating expenses associated with the modification of a content licensing arrangement net of amortization for related changes in content availability and air dates.

The reconciliation of total segment profit to the Company’s income (loss) before income taxes is as follows:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Company’s total segment profit	$	170.4		$	154.1		$	261.9		$	298.5
Corporate general and administrative expenses	(25.4		)	(25.3		)	(49.5		)	(52.8		)
Adjusted depreciation and amortization(1)	(10.2		)	(10.0		)	(21.1		)	(20.3		)
Restructuring and other(2)	(7.6		)	(15.0		)	(13.1		)	(25.6		)
Adjusted share-based compensation expense(3)	(14.5		)	(15.1		)	(23.8		)	(30.2		)
Purchase accounting and related adjustments(4)	(55.1		)	(49.6		)	(100.1		)	(92.4		)
Operating income	57.6			39.1			54.3			77.2
Interest expense	(48.0		)	(55.5		)	(97.0		)	(106.8		)
Shareholder litigation settlements(5)	—			(114.1		)	—			(114.1		)
Interest and other income	2.2			3.0			5.0			6.1
Other expense	(3.8		)	—			(6.1		)	—
Loss on investments	(0.4		)	(36.1		)	(0.3		)	(37.0		)
Equity interests loss	(3.2		)	(11.7		)	(11.1		)	(17.8		)
Income (loss) before income taxes	$	4.4		$	(175.3	)	$	(55.2	)	$	(192.4	)

___________________

(1) Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Depreciation and amortization	$	50.9		$	40.8		$	91.2		$	81.1
Less: Amount included in purchase accounting and related adjustments	(40.7		)	(30.8		)	(70.1		)	(60.8		)
Adjusted depreciation and amortization	$	10.2		$	10.0		$	21.1		$	20.3

(2) Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable (see Note 14).

(3) The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019			2018
					(Amounts in millions)
Total share-based compensation expense	$	14.5	$	15.1	$	24.1		$	30.2
Less:
Amount included in restructuring and other(i)	—		—		(0.3		)	—
Adjusted share-based compensation	$	14.5	$	15.1	$	23.8		$	30.2

(i) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

(4) Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are

accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Purchase accounting and related adjustments:
Direct operating	$	1.0	$	5.6	$	2.5	$	13.6
General and administrative expense	13.4		13.2		27.5		18.0
Depreciation and amortization	40.7		30.8		70.1		60.8
	$	55.1	$	49.6	$	100.1	$	92.4

(5) Shareholder litigation settlements of $114.1 million in the three and six months ended September 30, 2018 includes the following: (i) $54.8 million for the net expense recorded for the settlement of the Fiduciary Litigation (representing the settlement amount of $92.5 million, net of aggregate insurance reimbursement of $37.8 million (see Note 16) and (ii) $59.3 million related to the Appraisal Litigation, representing the amount by which the settlement amount of approximately $964 million exceeded the previously accrued (at date of acquisition) dissenting shareholders' liability plus interest through the date agreed in the settlement.

See Note 10 for revenues by media or product line as broken down by segment for the three and six months ended September 30, 2019 and 2018.

The following table reconciles segment general and administration expense to the Company's total consolidated general and administration expense:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
General and administration
Segment general and administrative expenses	$	53.0	$	61.7	$	108.3	$	124.6
Corporate general and administrative expenses	25.4		25.3		49.5		52.8
Share-based compensation expense included in general and administrative expense	14.1		14.8		23.2		29.7
Purchase accounting and related adjustments	13.4		13.2		27.5		18.0
	$	105.9	$	115.0	$	208.5	$	225.1

The reconciliation of total segment assets to the Company’s total consolidated assets is as follows:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Assets
Motion Picture	$	1,596.6	$	1,694.5
Television Production	1,441.2		1,394.2
Media Networks	4,666.5		4,850.3
Other unallocated assets(1)	522.1		469.9
	$	8,226.4	$	8,408.9

_____________________

(1)

Other unallocated assets primarily consist of cash, other assets and investments.

XML

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 18,700,000
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	21,300,000
Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	18,700,000
AOCI Attributable to Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (2,600,000)

XML

General (Policies)

6 Months Ended

Sep. 30, 2019

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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. The balance sheet at March 31, 2019 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, 2019.

Certain amounts presented in prior periods have been reclassified to conform to the current period 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 used for the amortization of investment in films and television programs; estimates of sales returns and other allowances and provisions for doubtful accounts; estimates related to the revenue recognition of sales or usage-based royalties; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes including the assessment of valuation allowances for deferred tax assets; 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.

Change in Estimate

The Company monitors its finite-lived intangible assets and changes in the underlying circumstances each reporting period for indicators of possible impairments or a change in the useful life or method of amortization of our finite-lived intangible assets. At June 30, 2019, the Company had $1.5 billion of finite live intangible assets related to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies ("Traditional Affiliate").  At September 30, 2019, the Company updated its undiscounted cash flows analysis for the Starz Traditional Affiliate customer relationships and concluded the undiscounted cash flows continue to exceed its carrying values and therefore the asset was recoverable.  Due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, in the quarter ended September 30, 2019, the Company changed its pattern of amortization of its Traditional Affiliate customer relationship intangible assets from the straight line method over 17 years to an accelerated amortization method which reflects amortization in the proportion that current period revenues bear to management’s estimate of future revenue over the remaining estimated useful life of the asset. This method resulted in an increase to amortization expense of $11.3 million during the quarter ended September 30, 2019, with a corresponding reduction of income before income taxes, net income, net income attributable to Lions Gate Entertainment Corp. shareholders, and decreased basic and

diluted net income per share by $0.05 per share. There was no tax benefit from the change due to changes in the Company’s valuation allowance on deferred taxes.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Guidance Adopted in Fiscal 2020

Accounting for Leases: In February 2016, the Financial Accounting Standards Board ("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 Company adopted the new standard on April 1, 2019 utilizing the modified retrospective approach, and therefore, results for reporting periods beginning after April 1, 2019 are presented under the new guidance, while prior periods have not been adjusted. Additionally, the Company elected to apply practical expedients allowing it to not reassess (1) whether any expired or existing contracts previously assessed as not containing leases are, or contain, leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company also elected the practical expedient to not separate lease components from non-lease components for equipment. Instead, for this lease class, each separate lease component and non-lease component is accounted for as a single lease component.

Upon adoption of the new guidance, the Company recognized lease liabilities on the Company's consolidated balance sheet for its operating leases of approximately $187.2 million, with a corresponding right-of-use assets balance of $157.4 million, net of existing lease incentives of $29.8 million which were previously classified in accounts payable and accrued liabilities and other liabilities, with no material impact on its consolidated statement of operations. See Note 6 for further information regarding the impact of the adoption of the new guidance on accounting for leases on the Company's financial statements.

Accounting Guidance Not Yet Adopted

Fair Value Measurement - Changes to Disclosure Requirements: In August 2018, the FASB issued guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance eliminates the requirement that entities disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but requires public companies to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements, among other changes. This guidance is effective for the Company's fiscal year beginning April 1, 2020, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material effect on its consolidated financial statements.

Improvements to Accounting for Costs of Films and License Agreements for Program Materials: In March 2019, the FASB issued guidance that aligns the accounting for production costs of an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization. Accordingly, the capitalization of production costs for episodic television series is no longer constrained until persuasive evidence of secondary market revenues exists. In addition, under the new guidance, a company will need to determine at the outset of production whether a film or television program is primarily monetized on its own or within a film group. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements. In addition, under previous guidance, film and television programs accounted for under the broadcasting accounting standard were carried on the balance sheet at the lower of cost or net realizable value. The new guidance requires that an entity test a film or television program for impairment, when impairment indicators are present, at a film group level when the film or license agreement is predominantly monetized with other films and/or license agreements. The impairment would be measured as the difference between the carrying value of the film group and its fair value rather than its net realizable value. This guidance requires that an entity provide new disclosures about content that is either produced or licensed, and classify cash flows for licensed content as cash flows from operating activities in the statement of cash flows. This guidance is effective for the Company's fiscal year beginning April 1, 2020, 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.

Financial Instruments - Credit Losses: In June 2016, the FASB issued guidance that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, from the incurred loss methodology under current U.S. GAAP to a new, forward-looking current expected credit loss model that would generally result in the earlier recognition of credit losses. This guidance is effective for the Company’s fiscal year beginning April 1, 2020, with early adoption permitted. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align our credit

loss methodology with the new standard. The Company is currently evaluating the impact of this standard on its consolidated financial statements, including accounting policies, processes, and systems.

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated based on the weighted average common shares outstanding for the period.Diluted net income (loss) per common share reflects share purchase options, including equity-settled share appreciation rights ("SARs"), restricted share units ("RSUs") and restricted stock using the treasury stock method when dilutive, and any contingently issuable shares when dilutive.

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Investments (Equity Method Investments Narrative) (Details)		6 Months Ended
	Mar. 15, 2019	Sep. 30, 2018	Sep. 30, 2019
Pop
Schedule of Equity Method Investments [Line Items]
Ownership interest sold	50.00%
Equity method investment, ownership percentage		50.00%
Redeemable Preferred Stock | Pop
Schedule of Equity Method Investments [Line Items]
Rate of dividend on preferred stock		10.00%
Minimum
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			12.00%
Maximum
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			49.00%

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Acquisitions (Narrative) (Details) - USD ($) $ in Millions		6 Months Ended
	May 29, 2018	Sep. 30, 2019	Mar. 31, 2019
Business Acquisition [Line Items]
Goodwill		$ 2,833.5	$ 2,833.5
3 Arts Entertainment
Business Acquisition [Line Items]
Business acquisition, percentage of membership interest acquired	51.00%
Purchase price	$ 166.6
Percent of purchase price paid in cash at closing	50.00%
Period for weighted average closing price (number of consecutive trading days)	20 days
Goodwill	$ 92.7
Finite-lived intangible assets	47.0
Deferred compensation arrangements		$ 38.3
Redeemable noncontrolling interest	$ (15.8)
Period for issuance of equity interests after closing date	1 year
Business combination, contingent consideration, contingency period		5 years
Class B Non-Voting Shares | 3 Arts Entertainment
Business Acquisition [Line Items]
Percent of purchase price paid in Class B non-voting common shares at closing	32.50%
Percent of purchase prince to be paid in Class B non-voting common shares on the one-year anniversary of closing	17.50%
Customer relationships | 3 Arts Entertainment
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life		12 years
3 Arts Entertainment
Business Acquisition [Line Items]
Redeemable noncontrolling interest, ownership percentage held by noncontrolling interest holders	49.00%

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Derivative Instruments and Hedging Activities (Forward Contracts Effect on Statement of Operations and Comprehensive Income) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Total direct operating expense on consolidated statements of operations		$ 499.4	$ 463.2	$ 1,067.4	$ 993.2
Total interest expense on consolidated statements of operations	[1]	48.0	38.8	97.0	74.2
Direct operating | Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in direct operating expense		0.0	0.0	0.0	(0.7)
Forward exchange contracts | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive income (loss)		0.0	0.4	0.0	0.4
Gain reclassified from accumulated other comprehensive income (loss) into direct operating expense		0.4	0.1	1.6	0.2
Interest rate swap agreements | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive income (loss)		(20.9)	12.2	(66.7)	5.4
Loss reclassified from accumulated other comprehensive income (loss) into interest expense		$ (2.7)	$ (2.9)	$ (4.4)	$ (3.9)

[1] Represents interest expense before interest on dissenting shareholders' liability.

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Film Obligations and Production Loans (Components) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
Film Obligations And Production Loans [Abstract]
Film obligations	$ 211.2	$ 270.3
Production loans	269.7	386.4
Total film obligations and production loans	480.9	656.7
Unamortized debt issuance costs	(0.7)	(1.0)
Total film obligations and production loans, net	480.2	655.7
Less current portion	(343.9)	(512.6)
Total non-current film obligations and production loans	$ 136.3	$ 143.1

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Noncontrolling Interests (Changes In Redeemable Noncontrolling Interest) (Details) - USD ($) $ in Millions	6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	$ 127.7	$ 101.8
Initial fair value of redeemable noncontrolling interest of 3 Arts Entertainment	0.0	15.8
Net loss attributable to redeemable noncontrolling interests	(7.4)	(7.4)
Noncontrolling interests discount accretion	12.7	9.4
Adjustments to redemption value	12.8	15.0
Cash distributions	(3.4)	(1.5)
Ending balance	$ 142.4	$ 133.1

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Additional Financial Information (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 2,855.0	$ 3,202.7	$ 2,921.9	$ 3,156.9
Other comprehensive loss	(20.3)	7.9	(65.3)	(3.3)
Ending balance	2,842.3	3,052.2	2,842.3	3,052.2
Foreign currency translation adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance			(18.2)
Other comprehensive loss			1.4
Ending balance	(16.8)		(16.8)
Net unrealized gain (loss) on cash flow hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance			(62.1)
Other comprehensive loss			(66.7)
Ending balance	(128.8)		(128.8)
Accumulated other comprehensive loss
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(125.3)	(23.5)	(80.3)	(9.7)
Other comprehensive loss	(20.3)	7.9	(65.3)	(3.3)
Ending balance	$ (145.6)	$ (15.6)	$ (145.6)	$ (15.6)

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Revenue (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Revenue from Contract with Customer [Abstract]
Contract with Customer, Liability, Revenue Recognized	$ 32.4	$ 99.8
Revenue recognized in period from performance obligations satisfied in previous period	$ 50.1	$ 115.0

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Restructuring and Other

6 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring and Other

Restructuring and Other

Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable, and were as follows for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Restructuring and other:
Severance(1)
Cash	$	2.2	$	2.9	$	5.9	$	3.7
Accelerated vesting on equity awards (see Note 12)	—		—		0.3		—
Total severance costs	2.2		2.9		6.2		3.7
Transaction and related costs(2)	5.4		12.1		6.9		21.9
	$	7.6	$	15.0	$	13.1	$	25.6

_______________________

(1) Severance costs in the three and six months ended September 30, 2019 and 2018 were primarily related to restructuring activities in connection with recent acquisitions, and other cost-saving initiatives.

(2) Transaction and related costs in the three and six months ended September 30, 2019 and 2018 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. In the three and six months ended September 30, 2018, these costs were primarily related to the legal fees associated with the Starz class action lawsuits and other matters, and to a lesser extent, costs related to the acquisition of 3 Arts Entertainment and other strategic transactions.

Changes in the restructuring and other severance liability were as follows for the six months ended September 30, 2019 and 2018:

	Six Months Ended
	September 30,
	2019			2018
	(Amounts in millions)
Severance liability
Beginning balance	$	21.2		$	14.7
Accruals	5.9			3.7
Severance payments	(18.8		)	(11.4		)
Ending balance(1)	$	8.3		$	7.0

_______________________

(1)

As of September 30, 2019, the remaining severance liability of approximately $8.3 million is expected to be paid in the next 12 months.

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Additional Financial Information

6 Months Ended

Sep. 30, 2019

Additional Financial Information [Abstract]

Additional Financial Information

Additional Financial Information

The following tables present supplemental information related to the unaudited condensed consolidated financial statements.

Other Assets

The composition of the Company’s other assets is as follows as of September 30, 2019 and March 31, 2019:

	September 30, 2019		March 31, 2019
	(Amounts in millions)
Other current assets
Prepaid expenses and other	$	69.7	$	150.6
Product inventory	19.0		19.9
Tax credits receivable	90.3		96.7
	$	179.0	$	267.2
Other non-current assets
Prepaid expenses and other	$	45.6	$	109.2
Accounts receivable	148.6		176.1
Tax credits receivable	176.6		150.8
Operating lease right-of-use assets	146.3		—
	$	517.1	$	436.1

Accounts Receivable Monetization

The Company has entered into agreements to monetize certain of its trade accounts receivable directly with third-party purchasers. The third-party purchasers have no recourse to other assets of the Company in the event of non-payment by the customers. Upon transfer of the receivables, the Company receives cash proceeds from the third-party purchaser, and the Company continues to service the receivables for the purchasers. The Company accounts for the transfers of these receivables as a sale, and classifies the proceeds as cash flows from operating activities in the statement of cash flows. During the three and six months ended September 30, 2019, the Company monetized trade accounts receivable with a carrying value of $455.9 million and $830.4 million, respectively, with third-party purchasers, which were derecognized from the Company's unaudited condensed consolidated balance sheet, in exchange for net cash proceeds of $452.1 million and $824.3 million, respectively. The amount of proceeds received is based on the present value of the timing of the payment of the underlying trade accounts receivable transferred discounted at an average rate which is lower than the Company’s average borrowing rate under its revolving credit facility. The Company recorded a loss of $3.8 million and $6.1 million in the three and six months ended September 30, 2019, respectively, which is included in the "other expense" line item on the unaudited condensed consolidated statement of operations. The Company receives fees for servicing the accounts receivable for the purchasers, which represent the fair value of the services and were immaterial for the three and six months ended September 30, 2019. At September 30, 2019, the outstanding amount of receivables derecognized from the Company's unaudited condensed consolidated balance sheets, but which the Company continues to service, was $511.9 million (March 31, 2019 - $350.6 million).

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss, net of tax:

	Foreign currency translation adjustments			Net unrealized loss on cash flow hedges			Total
	(Amounts in millions)
March 31, 2019	$	(18.2	)	$	(62.1	)	$	(80.3	)
Other comprehensive income (loss)	1.4			(66.7		)	(65.3		)
September 30, 2019	$	(16.8	)	$	(128.8	)	$	(145.6	)

Cash, Cash Equivalents and Restricted Cash

There was no restricted cash in the unaudited condensed consolidated balance sheets as of September 30, 2019 or March 31, 2019.

Supplemental Cash Flow Information

The supplemental schedule of non-cash investing and financing activities is presented below:

	Six Months Ended September 30,
	2019		2018
	(Amounts in millions)
Non-cash investing activities:
Common shares related to business acquisitions (see Note 2)	$	28.1	$	83.7
Non-cash financing activities:
Accrued dividends	$	—	$	19.4

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Acquisitions

6 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisitions

Acquisitions

3 Arts Entertainment

On May 29, 2018, the Company purchased a 51% membership interest in 3 Arts Entertainment LLC, a talent management and television/film production company. The purchase price was approximately $166.6 million, of which 50% was paid in cash at closing, 32.5% was paid in the Company's Class B non-voting common shares at closing, and 17.5% was paid in the Company's Class B non-voting common shares on the one-year anniversary of closing. The number of shares issued was determined by dividing the dollar value of the portion of the purchase price to be paid by the daily weighted average closing price of the Company's Class B non-voting common shares on the New York Stock Exchange for the twenty (20) consecutive trading days immediately preceding the closing date. A portion of the purchase price, up to $38.3 million, may be recoupable for a five-year period commencing on the acquisition date of May 29, 2018, contingent upon the continued employment of certain employees, or the achievement of certain EBITDA targets, as defined in the 3 Arts Entertainment acquisition and related agreements. Accordingly, $38.3 million was initially recorded as a deferred compensation arrangement within other current and non-current assets and is being amortized in general and administrative expenses over a five-year period.

The acquisition was accounted for as a purchase, with the results of operations of 3 Arts Entertainment included in the Company's consolidated results from May 29, 2018. Based on the purchase price allocation, $92.7 million was allocated to goodwill, $47.0 million was allocated to the fair value of finite-lived intangible assets and $38.3 million was allocated to deferred compensation arrangements, as discussed above. The remainder of the purchase price was primarily allocated to cash and cash equivalents, accounts receivable, other assets, and accounts payable and accrued liabilities, and $15.8 million was recorded as a redeemable noncontrolling interest, representing the noncontrolling interest holders' 49% equity interest in 3 Arts Entertainment (see Note 9). The acquired finite-lived intangible assets primarily represent customer relationships and are being amortized over a weighted average estimated useful life of 12 years.

The Company used discounted cash flows ("DCF") analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation, including acquired intangible assets and the redeemable noncontrolling interest. The acquisition goodwill arises from the opportunity for synergies of the combined companies to grow and strengthen the Company's television operations by expanding the Company's talent relationships, and improving the Company's television production capabilities. The goodwill recorded as part of this acquisition is included in the Television Production segment. The goodwill is not amortized for financial reporting purposes, but is deductible for federal tax purposes.

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Leases

6 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

Leases

The Company has operating leases primarily for office space, studio facilities, and other equipment. The Company also has finance leases for a satellite transponder and the Starz commercial building. The Company's leases have remaining lease terms of up to approximately 10 years, and the Starz commercial building lease includes four successive five-year renewal periods at the Company's option. Most leases are not cancelable prior to their expiration. The expected term of the lease used for computing the lease liability and right-of-use ("ROU") asset and determining the classification of the lease as operating or financing may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company determines if an arrangement is a lease at its inception.

Operating Leases. Operating lease ROU assets, representing the Company's right to use the underlying asset for the lease term, are included in the "Other assets - non-current" line item in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. Operating lease liabilities, representing the present value of the Company's obligation to make payments over the lease term, are included in the “Accounts payable and accrued liabilities” and “Other liabilities - non-current” line items in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. The Company has entered into various short-term operating leases which have an initial term of 12 months or less. These short-term leases are not recorded on the Company's unaudited condensed consolidated balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Finance Leases. Finance lease ROU assets are included in "Property and equipment, net" and finance lease liabilities are included in the “Debt - short-term portion” and “Debt - non-current” line items in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. For finance leases, the Company recognizes interest expense on lease liabilities using the effective interest method and amortization of ROU assets on a straight-line basis over the lease term.

The present value of the lease payments is calculated using a rate implicit in the lease, when readily determinable. However, as most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of the lease payments for the majority of its leases.

Variable lease payments that are based on an index or rate are included in the measurement of ROU assets and lease liabilities at lease inception. All other variable lease payments are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities.

The components of lease cost were as follows:

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019		2019
	(Amounts in millions)
Operating lease cost(1)	$	8.5	$	16.9
Finance lease cost
Amortization of right-of-use assets	0.8		1.5
Interest on lease liabilities	0.9		1.7
Total finance lease cost	1.7		3.2
Short-term lease cost(1)(2)	20.6		50.8
Total lease cost	$	30.8	$	70.9

___________________

(1) Amounts include costs capitalized during the period for leased assets used in the production of film and television programs.

(2) Short-term lease cost primarily consists of leases of facilities and equipment associated with film and television productions.

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
	September 30,
	2019
	(Amounts in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18.1
Financing cash flows from financing leases	1.5
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	2.1

Supplemental balance sheet information related to leases was as follows:

Category	Balance Sheet Location	September 30, 2019
Operating Leases		(Amounts in millions)
Right-of-use assets	Other assets - non-current	$	146.3
Lease liabilities (current)	Accounts payable and accrued liabilities	$	29.5
Lease liabilities (non-current)	Other liabilities - non-current	144.7
		$	174.2
Finance Leases
Right-of-use assets	Property and equipment, net	$	48.7
Lease liabilities (current)	Debt - short-term portion	$	3.1
Lease liabilities (non-current)	Debt - non-current	40.8
		$	43.9

	September 30, 2019
Weighted average remaining lease term (in years):
Operating leases	6.5
Finance leases	21.6
Weighted average discount rate:
Operating leases	4.11	%
Finance leases	6.41	%

The expected future payments relating to the Company's operating and finance lease liabilities at September 30, 2019 are as follows:

	Operating Leases			Finance Leases
	(Amounts in millions)
Six months ending March 31, 2020	$	18.1		$	3.2
Year ending March 31,
2021	35.8			6.2
2022	33.1			3.9
2023	32.4			3.9
2024	20.3			3.9
Thereafter	59.9			73.5
Total lease payments	199.6			94.6
Less imputed interest	(25.4		)	(50.7		)
Total	$	174.2		$	43.9

Leases

Leases

The Company has operating leases primarily for office space, studio facilities, and other equipment. The Company also has finance leases for a satellite transponder and the Starz commercial building. The Company's leases have remaining lease terms of up to approximately 10 years, and the Starz commercial building lease includes four successive five-year renewal periods at the Company's option. Most leases are not cancelable prior to their expiration. The expected term of the lease used for computing the lease liability and right-of-use ("ROU") asset and determining the classification of the lease as operating or financing may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company determines if an arrangement is a lease at its inception.

Operating Leases. Operating lease ROU assets, representing the Company's right to use the underlying asset for the lease term, are included in the "Other assets - non-current" line item in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. Operating lease liabilities, representing the present value of the Company's obligation to make payments over the lease term, are included in the “Accounts payable and accrued liabilities” and “Other liabilities - non-current” line items in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. The Company has entered into various short-term operating leases which have an initial term of 12 months or less. These short-term leases are not recorded on the Company's unaudited condensed consolidated balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Finance Leases. Finance lease ROU assets are included in "Property and equipment, net" and finance lease liabilities are included in the “Debt - short-term portion” and “Debt - non-current” line items in the Company's September 30, 2019 unaudited condensed consolidated balance sheet. For finance leases, the Company recognizes interest expense on lease liabilities using the effective interest method and amortization of ROU assets on a straight-line basis over the lease term.

The present value of the lease payments is calculated using a rate implicit in the lease, when readily determinable. However, as most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of the lease payments for the majority of its leases.

Variable lease payments that are based on an index or rate are included in the measurement of ROU assets and lease liabilities at lease inception. All other variable lease payments are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities.

The components of lease cost were as follows:

	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2019		2019
	(Amounts in millions)
Operating lease cost(1)	$	8.5	$	16.9
Finance lease cost
Amortization of right-of-use assets	0.8		1.5
Interest on lease liabilities	0.9		1.7
Total finance lease cost	1.7		3.2
Short-term lease cost(1)(2)	20.6		50.8
Total lease cost	$	30.8	$	70.9

___________________

(1) Amounts include costs capitalized during the period for leased assets used in the production of film and television programs.

(2) Short-term lease cost primarily consists of leases of facilities and equipment associated with film and television productions.

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
	September 30,
	2019
	(Amounts in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18.1
Financing cash flows from financing leases	1.5
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	2.1

Supplemental balance sheet information related to leases was as follows:

Category	Balance Sheet Location	September 30, 2019
Operating Leases		(Amounts in millions)
Right-of-use assets	Other assets - non-current	$	146.3
Lease liabilities (current)	Accounts payable and accrued liabilities	$	29.5
Lease liabilities (non-current)	Other liabilities - non-current	144.7
		$	174.2
Finance Leases
Right-of-use assets	Property and equipment, net	$	48.7
Lease liabilities (current)	Debt - short-term portion	$	3.1
Lease liabilities (non-current)	Debt - non-current	40.8
		$	43.9

	September 30, 2019
Weighted average remaining lease term (in years):
Operating leases	6.5
Finance leases	21.6
Weighted average discount rate:
Operating leases	4.11	%
Finance leases	6.41	%

The expected future payments relating to the Company's operating and finance lease liabilities at September 30, 2019 are as follows:

	Operating Leases			Finance Leases
	(Amounts in millions)
Six months ending March 31, 2020	$	18.1		$	3.2
Year ending March 31,
2021	35.8			6.2
2022	33.1			3.9
2023	32.4			3.9
2024	20.3			3.9
Thereafter	59.9			73.5
Total lease payments	199.6			94.6
Less imputed interest	(25.4		)	(50.7		)
Total	$	174.2		$	43.9

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Unaudited Condensed Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions	Total	Lions Gate Entertainment Corp. Shareholders' Equity	Retained Earnings	Accumulated other comprehensive loss	Noncontrolling Interests		Class A Voting Shares Common Shares	Class B Non-Voting Shares Common Shares
Beginning balance, shares at Mar. 31, 2018							81.8	129.3
Beginning balance at Mar. 31, 2018	$ 3,156.9	$ 3,155.9	$ 516.6	$ (9.7)	$ 1.0	[1]	$ 628.7	$ 2,020.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, shares							0.0	0.1
Exercise of stock options	2.3	2.3					$ 0.4	$ 1.9
Share-based compensation, net, shares							0.2	0.2
Share-based compensation, net	26.2	26.2					$ 9.1	$ 17.1
Issuance of common shares related to acquisitions and other, shares							0.0	2.5
Issuance of common shares related to acquisitions and other	55.8	55.8					$ 0.1	$ 55.7
Noncontrolling interests	2.5				2.5	[1]
Dividends declared	(38.7)	(38.7)	(38.7)
Net loss	(153.2)	(151.9)	(151.9)		(1.3)	[1]
Other comprehensive loss	(3.3)	(3.3)	0.0	(3.3)
Redeemable noncontrolling interests adjustments to redemption value	(15.0)	(15.0)	(15.0)
Ending balance, shares at Sep. 30, 2018							82.0	132.1
Ending balance at Sep. 30, 2018	3,052.2	3,050.0	332.3	(15.6)	2.2	[1],[2]	$ 638.3	$ 2,095.0
Beginning balance, shares at Jun. 30, 2018							82.0	132.0
Beginning balance at Jun. 30, 2018	3,202.7	3,201.3	506.2	(23.5)	1.4	[2]	$ 636.2	$ 2,082.4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, shares							0.0	0.1
Exercise of stock options	1.7	1.7					$ 0.1	$ 1.6
Share-based compensation, net, shares							0.0	0.0
Share-based compensation, net	13.0	13.0					$ 2.0	$ 11.0
Noncontrolling interests	1.1				1.1	[2]
Dividends declared	(19.5)	(19.5)	(19.5)
Net loss	(144.3)	(144.0)	(144.0)		(0.3)	[2]
Other comprehensive loss	7.9	7.9	0.0	7.9
Redeemable noncontrolling interests adjustments to redemption value	(10.4)	(10.4)	(10.4)
Ending balance, shares at Sep. 30, 2018							82.0	132.1
Ending balance at Sep. 30, 2018	3,052.2	3,050.0	332.3	(15.6)	2.2	[1],[2]	$ 638.3	$ 2,095.0
Beginning balance, shares at Mar. 31, 2019							82.5	133.5
Beginning balance at Mar. 31, 2019	2,921.9	2,918.7	208.7	(80.3)	3.2	[1]	$ 649.7	$ 2,140.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, shares							0.0	0.1
Exercise of stock options	0.5	0.5					$ 0.0	$ 0.5
Share-based compensation, net, shares							0.2	0.3
Share-based compensation, net	22.2	22.2					$ 2.5	$ 19.7
Issuance of common shares related to acquisitions and other, shares							0.0	1.3
Issuance of common shares related to acquisitions and other	28.3	28.3					$ 0.1	$ 28.2
Noncontrolling interests	(0.2)				(0.2)	[1]
Net loss	(52.3)	(52.2)	(52.2)		(0.1)	[1]
Other comprehensive loss	(65.3)	(65.3)	0.0	(65.3)
Redeemable noncontrolling interests adjustments to redemption value	(12.8)	(12.8)	(12.8)
Ending balance, shares at Sep. 30, 2019							82.7	135.2
Ending balance at Sep. 30, 2019	2,842.3	2,839.4	143.7	(145.6)	2.9	[1],[2]	$ 652.3	$ 2,189.0
Beginning balance, shares at Jun. 30, 2019							82.6	135.0
Beginning balance at Jun. 30, 2019	2,855.0	2,852.0	149.2	(125.3)	3.0	[2]	$ 651.2	$ 2,176.9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation, net, shares							0.1	0.2
Share-based compensation, net	13.0	13.0					$ 1.0	$ 12.0
Issuance of common shares related to acquisitions and other, shares							0.0	0.0
Issuance of common shares related to acquisitions and other	0.2	0.2					$ 0.1	$ 0.1
Noncontrolling interests	0.1				0.1	[2]
Net loss	1.6	1.8	1.8		(0.2)	[2]
Other comprehensive loss	(20.3)	(20.3)	0.0	(20.3)
Redeemable noncontrolling interests adjustments to redemption value	(7.3)	(7.3)	(7.3)
Ending balance, shares at Sep. 30, 2019							82.7	135.2
Ending balance at Sep. 30, 2019	$ 2,842.3	$ 2,839.4	$ 143.7	$ (145.6)	$ 2.9	[1],[2]	$ 652.3	$ 2,189.0

[1] Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 9).

[2] Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 9).

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Revenue

6 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The Company's Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international market places. The Company's Media Networks segment generates revenue primarily from the distribution of the Company's STARZ branded premium subscription video services and, to a lesser extent, direct-to-consumer content streaming services.

Revenue by Segment, Market or Product Line

The table below presents revenues by segment, market or product line for the three and six months ended September 30, 2019 and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Revenue by Type:
Motion Picture
Theatrical	$	85.7		$	69.1		$	207.5		$	119.5
Home Entertainment
Digital Media	113.3			85.1			196.6			171.3
Packaged Media	65.2			64.5			121.6			141.0
Total Home Entertainment	178.5			149.6			318.2			312.3
Television	38.3			70.9			103.1			132.8
International	93.2			82.2			160.6			149.6
Other	10.1			7.2			14.2			30.1
Total Motion Picture revenues	$	405.8		$	379.0		803.6			744.3
Television Production
Television	185.5			85.1			382.3			302.9
International	39.0			21.8			95.8			58.8
Home Entertainment
Digital Media	31.7			27.0			37.5			43.3
Packaged Media	0.2			1.6			1.6			3.4
Total Home Entertainment	31.9			28.6			39.1			46.7
Other	17.6			16.6			36.6			23.1
Total Television Production revenues	274.0			152.1			553.8			431.5
Media Networks - Programming Revenues
Domestic(1)	369.6			377.0			738.9			731.8
International	4.4			0.3			7.5			0.4
	374.0			377.3			746.4			732.2
Intersegment eliminations	(70.3		)	(7.4		)	(156.7		)	(74.4		)
Total revenues	$	983.5		$	901.0		$	1,947.1		$	1,833.6

___________________

(1) Media Networks domestic revenues include revenue from the Company's legacy Streaming Services product line of $7.7 million and $14.1 million in the three and six months ended September 30, 2019, respectively (2018 - $3.6 million and $7.3 million).

Remaining Performance Obligations

Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized and the cash received in the future (i.e., backlog). Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2019 are as follows:

	Rest of Year Ending March 31, 2020		Year Ending March 31,
			2021		2022		Thereafter		Total
	(Amounts in millions)
Remaining Performance Obligations	$	721.3	$	419.8	$	151.5	$	223.1	$	1,515.7

The above table does not include estimates of variable consideration for transactions involving sales or usage-based royalties in exchange for licenses of intellectual property. The revenues included in the above table include all fixed fee contracts regardless of duration.

Revenues of $50.1 million and $115.0 million, including variable and fixed fee arrangements, were recognized during the three and six months ended September 30, 2019, respectively, from performance obligations satisfied prior to March 31, 2019. These revenues were primarily associated with the distribution of television and theatrical product in electronic sell-through and video-on-demand formats, and to a lesser extent, the distribution of theatrical product in the domestic and international markets related to films initially released in prior periods.

Contract Assets and Deferred Revenue

The timing of revenue recognition, billings and cash collections affects the recognition of accounts receivable, contract assets and deferred revenue. At September 30, 2019 and March 31, 2019, accounts receivable, contract assets and deferred revenue are as follows:

Item	Balance Sheet Location	September 30, 2019		March 31, 2019		Addition (Reduction)
		(Amounts in millions)
Accounts receivable, net - current	Accounts receivable, net	$	664.2	$	647.2	$	17.0
Accounts receivable, net - non-current	Other assets - non-current	148.6		176.1		(27.5		)
Contract asset - current	Other assets - current(1)	16.6		97.3		(80.7		)
Contract asset - non-current	Other assets - non-current(1)	14.0		72.1		(58.1		)
Deferred revenue - current	Deferred revenue - current	117.3		146.5		(29.2		)
Deferred revenue - non-current	Deferred revenue - non-current	67.3		62.8		4.5

__________________

(1) Included in prepaid expenses and other.

Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Amounts relate primarily to contractual payment holdbacks in cases in which the Company is required to deliver additional episodes or seasons of television content in order to receive payment, complete certain administrative activities, such as guild filings, or allow the Company's customers' audit rights to expire. The change in balance of contract assets is primarily due to the satisfaction of the condition related to payment holdbacks.

Deferred revenue relates primarily to customer cash advances or deposits received prior to when the Company satisfies the corresponding performance obligation. Revenues of $32.4 million and $99.8 million were recognized during the three and six months ended September 30, 2019, respectively, related to the balance of deferred revenue at March 31, 2019.

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Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019
ASSETS
Cash and cash equivalents	$ 232.6	$ 184.3
Accounts receivable, net	664.2	647.2
Program rights	281.3	295.7
Other current assets	179.0	267.2
Total current assets	1,357.1	1,394.4
Investment in films and television programs and program rights, net	1,535.7	1,672.0
Property and equipment, net	149.0	155.3
Investments	30.3	26.2
Intangible assets	1,803.7	1,871.6
Goodwill	2,833.5	2,833.5
Other assets	517.1	436.1
Deferred tax assets	0.0	19.8
Total assets	8,226.4	8,408.9
LIABILITIES
Accounts payable and accrued liabilities	514.5	531.2
Participations and residuals	457.9	408.5
Film obligations and production loans	343.9	512.6
Debt - short term portion	61.2	53.6
Deferred revenue	117.3	146.5
Total current liabilities	1,494.8	1,652.4
Debt	2,824.7	2,850.8
Participations and residuals	384.3	479.8
Film obligations and production loans	136.3	143.1
Other liabilities	297.0	114.0
Deferred revenue	67.3	62.8
Deferred tax liabilities	37.3	56.5
Redeemable noncontrolling interest	142.4	127.6
Commitments and contingencies (Note 16)
EQUITY
Retained earnings	143.7	208.7
Accumulated other comprehensive loss	(145.6)	(80.3)
Total Lions Gate Entertainment Corp. shareholders' equity	2,839.4	2,918.7
Noncontrolling interests	2.9	3.2
Total equity	2,842.3	2,921.9
Total liabilities and equity	8,226.4	8,408.9
Class A Voting Shares
EQUITY
Common shares	652.3	649.7
Class B Non-Voting Shares
EQUITY
Common shares	$ 2,189.0	$ 2,140.6

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Capital Stock (Tables)

6 Months Ended

Sep. 30, 2019

Equity and Share-based Compensation [Abstract]

Common Shares Reserved For Future Issuance

The table below outlines common shares reserved for future issuance:

	September 30, 2019	March 31, 2019
	(Amounts in millions)
Stock options and equity-settled SARs outstanding	38.9	34.6
Restricted stock and restricted share units — unvested	4.1	2.0
Common shares available for future issuance	8.2	6.7
Shares reserved for future issuance	51.2	43.3

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation Expense

Share-based compensation expense, by expense category, consisted of the following:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(Amounts in millions)
Share-Based Compensation Expense:
Direct operating	$	0.3	$	0.3	$	0.4	$	0.5
Distribution and marketing	0.1		0.1		0.2		0.1
General and administration	14.1		14.7		23.2		29.6
Restructuring and other	—		—		0.3		—
	$	14.5	$	15.1	$	24.1	$	30.2

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2019, and 2018:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Amounts in millions)
Compensation Expense:
Stock options	$	5.2		$	6.7		$	8.8		$	13.5
Restricted share units and other share-based compensation	8.5			7.2			13.3			13.9
Share appreciation rights	0.8			1.2			1.7			2.8
	14.5			15.1			23.8			30.2
Impact of accelerated vesting on equity awards(1)	—			—			0.3			—
Total share-based compensation expense	$	14.5		$	15.1		$	24.1		$	30.2
Tax impact(2)	(3.1		)	(3.4		)	(5.1		)	(6.9		)
Reduction in net income	$	11.4		$	11.7		$	19.0		$	23.3

___________________

(1) Represents the impact of the acceleration of certain vesting schedules for equity awards 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 SARs, Cash-Settled SARs, Restricted Stock and Restricted Share Unit Activity

The following table sets forth the stock option, equity-settled SARs, cash-settled SARs, restricted stock and restricted share unit activity during the six months ended September 30, 2019:

	Stock Options, Equity-settled and Cash-settled SARs							Restricted Stock and Restricted Share Units
	Class A Voting Shares			Class B Non-Voting Shares				Class A Voting Shares				Class B Non-Voting Shares
	Number of Shares		Weighted-Average Exercise Price	Number of Shares			Weighted-Average Exercise Price	Number of Shares			Weighted-Average Grant-Date Fair Value	Number of Shares		Weighted-Average Grant-Date Fair Value
	(Number of shares in millions)
Outstanding at March 31, 2019	8.4		$26.70	26.2			$20.72	0.1			$25.68	1.9		$24.24
Granted	—		—	7.1		(2)	$12.44	—		(1)	$11.01	2.8		$12.45
Options exercised or restricted stock or RSUs vested	—		—	(0.1	)		$10.50	(0.1	)		$26.24	(0.4	)	$23.34
Forfeited or expired	(0.9	)	$30.41	(1.8	)		$25.49	—		(1)	$19.58	(0.2	)	$22.44
Outstanding at September 30, 2019	7.5		$26.28	31.4			$18.57	—		(1)	$15.33	4.1		$16.51

__________________

(1) Represents less than 0.1 million shares.

(2)

During the six months ended September 30, 2019, the Company granted 3.3 million cash-settled share-appreciation rights ("CSARs"). The CSARs are revalued each reporting period until settlement using a closed-form option pricing model (Black Scholes).

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Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2019

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, 2019 and March 31, 2019:

	September 30, 2019								March 31, 2019
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets:	(Amounts in millions)
Available-for-sale equity securities	$	0.8	$	—		$	0.8		$	1.2	$	—		$	1.2
Forward exchange contracts (see Note 17)	—		1.6			1.6			—		1.5			1.5
Liabilities:
Forward exchange contracts (see Note 17)	—		(0.7		)	(0.7		)	—		(0.6		)	(0.6		)
Interest rate swaps (see Note 17)	—		(130.3		)	(130.3		)	—		(63.6		)	(63.6		)

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 outstanding debt at September 30, 2019 and March 31, 2019:

	September 30, 2019				March 31, 2019
	(Amounts in millions)
	Carrying Value		Fair Value		Carrying Value		Fair Value
			(Level 2)				(Level 2)
Liabilities(1):
Term Loan A	$	716.6	$	724.9	$	733.3	$	742.5
Term Loan B	1,086.2		1,098.5		1,091.2		1,088.1
5.875% Senior Notes	504.0		534.3		502.8		534.3
6.375% Senior Notes	542.8		578.9		541.4		576.1
Production loans	269.0		269.7		385.4		386.4

________________

(1)

The Company measures the fair value of its outstanding debt using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, swap rates, and credit ratings (Level 2 measurements).

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Debt (Narrative - Senior Credit Facilities) (Details) - USD ($) $ in Millions		6 Months Ended
	Mar. 22, 2018	Sep. 30, 2019
Revolving Credit Facility
Line of Credit Facility [Abstract]
Revolving credit facility, maximum borrowing capacity		$ 1,500.0
Revolving credit facility, available amount		$ 1,500.0
Number of possible increases in margin		2
Effective interest rate		3.77%
Change in control, trigger percentage		50.00%
Letter of Credit
Line of Credit Facility [Abstract]
Letters of credit outstanding, amount		$ 0.0
Minimum | Revolving Credit Facility
Line of Credit Facility [Abstract]
Revolving credit facility, commitment fee annual percentage		0.25%
Maximum | Revolving Credit Facility
Line of Credit Facility [Abstract]
Revolving credit facility, commitment fee annual percentage		0.375%
Base Rate | Revolving Credit Facility
Line of Credit Facility [Abstract]
Basis spread on variable interest rate		0.75%
LIBOR | Revolving Credit Facility
Line of Credit Facility [Abstract]
Basis spread on variable interest rate		1.75%
Potential increases in interest rate upon certain increases to leverage ratios, total		0.50%
Potential increase in interest rate upon certain increases to leverage ratios, per increase		0.25%
LIBOR | Minimum | Revolving Credit Facility
Line of Credit Facility [Abstract]
Coupon rate		0.00%
Term Loan A Facility | Term Loan
Line of Credit Facility [Abstract]
Number of possible increases in margin		2
Effective interest rate		3.77%
Quarterly principal payment percent		1.25%
Quarterly principal payment percent, year two		1.75%
Quarterly principal payment percent, year three		2.50%
Quarterly principal payment percent, year four		2.50%
Term Loan A Facility | Base Rate | Term Loan
Line of Credit Facility [Abstract]
Basis spread on variable interest rate		0.75%
Term Loan A Facility | LIBOR | Term Loan
Line of Credit Facility [Abstract]
Basis spread on variable interest rate		1.75%
Potential increases in interest rate upon certain increases to leverage ratios, total		0.50%
Potential increase in interest rate upon certain increases to leverage ratios, per increase		0.25%
Term Loan A Facility | LIBOR | Minimum | Term Loan
Line of Credit Facility [Abstract]
Coupon rate		0.00%
Term Loan B Facility | Term Loan
Line of Credit Facility [Abstract]
Effective interest rate		4.27%
Quarterly principal payment percent		0.25%
Term Loan B Facility | Base Rate | Term Loan
Line of Credit Facility [Abstract]
Basis spread on variable interest rate	1.25%
Term Loan B Facility | LIBOR | Term Loan
Line of Credit Facility [Abstract]
Basis spread on variable interest rate	2.25%
Term Loan B Facility | LIBOR | Minimum | Term Loan
Line of Credit Facility [Abstract]
Coupon rate		0.00%

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Leases (Lease Cost) (Details) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
		Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	[1]	$ 8.5	$ 16.9
Finance lease cost
Amortization of right-of-use assets		0.8	1.5
Interest on lease liabilities		0.9	1.7
Total finance lease cost		1.7	3.2
Short-term lease cost	[1],[2]	20.6	50.8
Total lease cost		$ 30.8	$ 70.9

[1] Amounts include costs capitalized during the period for leased assets used in the production of film and television programs.

[2] Short-term lease cost primarily consists of leases of facilities and equipment associated with film and television productions.

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Segment Information (Segment Information) (Details) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) segment	Sep. 30, 2018 USD ($)
Segment Reporting Information [Line Items]
Number of reportable business segments | segment			3
Segment revenues	$ 983.5	$ 901.0	$ 1,947.1	$ 1,833.6
Gross contribution	223.4	215.8	370.2	423.1
Segment general and administration	53.0	61.7	108.3	124.6
Segment profit	170.4	154.1	261.9	298.5
Reportable Segments
Segment Reporting Information [Line Items]
Segment general and administration	53.0	61.7	108.3	124.6
Segment profit	170.4	154.1	261.9	298.5
Reportable Segments | Motion Picture
Segment Reporting Information [Line Items]
Segment revenues	405.8	379.0	803.6	744.3
Gross contribution	76.8	38.9	109.7	117.7
Segment general and administration	25.8	26.0	51.1	52.8
Segment profit	51.0	12.9	58.6	64.9
Reportable Segments | Television Production
Segment Reporting Information [Line Items]
Segment revenues	274.0	152.1	553.8	431.5
Gross contribution	19.7	20.4	54.4	46.1
Segment general and administration	7.1	11.0	16.8	21.5
Segment profit	12.6	9.4	37.6	24.6
Reportable Segments | Media Networks
Segment Reporting Information [Line Items]
Segment revenues	374.0	377.3	746.4	732.2
Gross contribution	124.7	147.4	205.6	261.6
Segment general and administration	20.1	24.7	40.4	50.3
Segment profit	104.6	122.7	165.2	211.3
Direct operating expense benefit from modification of content licensing agreement	43.7		36.7
Intersegment Eliminations
Segment Reporting Information [Line Items]
Segment revenues	(70.3)	(7.4)	(156.7)	(74.4)
Gross contribution	2.2	9.1	0.5	(2.3)
Segment profit	2.2	9.1	0.5	(2.3)
Intersegment Eliminations | Motion Picture
Segment Reporting Information [Line Items]
Segment revenues	(5.7)	(2.2)	(10.1)	(4.3)
Intersegment Eliminations | Television Production
Segment Reporting Information [Line Items]
Segment revenues	(64.0)	(5.2)	(145.4)	(70.0)
Intersegment Eliminations | Media Networks
Segment Reporting Information [Line Items]
Segment revenues	$ (0.6)	$ 0.0	$ (1.2)	$ (0.1)

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Derivative Instruments and Hedging Activities (Forward Interest Rate Swap Agreements) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Mar. 31, 2019	Dec. 24, 2018	Jul. 31, 2018	Jun. 25, 2018	May 23, 2018
Interest rate swap agreements
Derivative [Line Items]
Notional amount	$ 1,700.0	$ 1,700.0		$ 300.0	$ 200.0	$ 1,000.0
Fixed Rate Paid				2.885%	2.723%	2.915%
Interest rate swap agreements - fixed rate paid 2.744%
Derivative [Line Items]
Notional amount			$ 50.0
Fixed Rate Paid			2.744%
Interest rate swap agreements - fixed rate paid 2.808%
Derivative [Line Items]
Notional amount			$ 100.0
Fixed Rate Paid			2.808%
Interest rate swap agreements - fixed rate paid 2.728%
Derivative [Line Items]
Notional amount			$ 50.0
Fixed Rate Paid			2.728%

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Segment Information (Reconciliation of Total Assets By Segment to Consolidated Assets) (Details) - USD ($) $ in Millions		Sep. 30, 2019	Mar. 31, 2019
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets		$ 8,226.4	$ 8,408.9
Operating segments | Motion Picture
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets		1,596.6	1,694.5
Operating segments | Television Production
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets		1,441.2	1,394.2
Operating segments | Media Networks
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets		4,666.5	4,850.3
Other unallocated assets
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	[1]	$ 522.1	$ 469.9

[1] Other unallocated assets primarily consist of cash, other assets and investments.

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Capital Stock (Share-based Compensation Expense by Category) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-Based Compensation Expense [Line Items]
Share-based compensation expense	$ 14.5	$ 15.1	$ 24.1	$ 30.2
Direct operating
Share-Based Compensation Expense [Line Items]
Share-based compensation expense	0.3	0.3	0.4	0.5
Distribution and marketing
Share-Based Compensation Expense [Line Items]
Share-based compensation expense	0.1	0.1	0.2	0.1
General and administration
Share-Based Compensation Expense [Line Items]
Share-based compensation expense	14.1	14.7	23.2	29.6
Restructuring and other
Share-Based Compensation Expense [Line Items]
Share-based compensation expense	$ 0.0	$ 0.0	$ 0.3	$ 0.0

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Net Income (Loss) Per Share (Anti-Dilutive Shares Issuable) (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Anti-dilutive shares issuable [Line Items]
Anti-dilutive shares excluded from calculation of diluted earnings per share due to net loss (in shares)		8.3	3.2	8.2
Anti-dilutive shares issuable (in shares)	38.3	22.6	35.6	21.4
Share purchase options
Anti-dilutive shares issuable [Line Items]
Anti-dilutive shares issuable (in shares)	31.1	20.4	30.2	19.5
Restricted Stock and Restricted Share Units (RSUs)
Anti-dilutive shares issuable [Line Items]
Anti-dilutive shares issuable (in shares)	3.3	0.9	2.4	0.7
Other issuable shares
Anti-dilutive shares issuable [Line Items]
Anti-dilutive shares issuable (in shares)	3.9	1.3	3.0	1.2

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Segment Information (Adjusted Depreciation and Amortization) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation and amortization		$ 50.9	$ 40.8	$ 91.2	$ 81.1
Adjusted depreciation and amortization	[1]	10.2	10.0	21.1	20.3
Purchase accounting and related adjustments | Corporate and reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation and amortization		$ (40.7)	$ (30.8)	$ (70.1)	$ (60.8)

[1] Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:   Three Months Ended   Six Months Ended   September 30,   September 30,   2019   2018   2019   2018   (Amounts in millions) Depreciation and amortization $ 50.9
  $ 40.8
  $ 91.2
  $ 81.1
Less: Amount included in purchase accounting and related adjustments (40.7 )   (30.8 )   (70.1 )   (60.8 ) Adjusted depreciation and amortization $ 10.2
  $ 10.0
  $ 21.1
  $ 20.3