Lions Gate Entertainment : Title 2021 Annual Report

Annual Report

2021

LIONS GATE ENTERTAINMENT CORP.

To Our Shareholders:

Fiscal 2021 was an extraordinary year marked by the global pandemic and unprecedented industry change. Despite these challenges, I'm pleased to report that we continued to successfully execute on our guiding "North Star" principles of creating and delivering great content, continuing to build one of the top film and television libraries in the world, using our content platform to drive Starz's growth into one of the leading premium global subscription platforms, and maintaining a motivated and entrepreneurial work force second to none.

Our financial results reflected four strong quarters in a row as we reported fiscal 21 revenue of $3.3 billion, adjusted OIBDA of $541 million, and over $300 million in adjusted free cash flow, allowing us to reduce our net leverage ratio by more than a full turn. We also continued to bolster our capital structure by taking advantage of market conditions to refinance and extend our debt at lower rates. As a result, we ended the year with over $500 million in available cash, an untapped

$1.5 billion revolver and a healthy balance sheet.

Operationally, it was a year of strong subscriber growth at Starz, refilling our content pipelines with great films and television series, record library sales and setting up over a dozen movies for delivery in Fiscal 23 and 24 even as we successfully pivoted to alternative release strategies for many of our current films.

Culturally, during a year in which the national conversation focused on critical issues of social justice and racial equality, we took important steps to increase the diversity, equity and inclusiveness of our workforce by launching new inclusive hiring policies, revamping our internship program to bring more women and racially diverse employees into our Company, and establishing DEI training for all employees. And from the Pulitzer Prize-winning1619 Project to Blindspotting, Run The World to Power Book III: Raising Kanan, we continued our leadership in relatable and inclusive content for our diverse audiences.

Strong Subscriber Growth at Starz, Driven by a Programming Strategy that Sets Us Apart

Starz had the best subscriber growth in its history in Fiscal 21, approaching 30 million global subscribers (including STARZPLAY Arabia) as we became the first traditional platform to reach the key digital inflection point of more over-the-top than linear subscribers. At fiscal year end, we had 16.7 million over-the-top subscribers, easily exceeding our year-end target of 13 to 15 million.

Domestically, Starz's success was driven by a strong programming slate, with Power Book II: Ghost, P-Valley,Hightown and the nonfiction series Seduced emerging as breakout hits during the year, reflecting our ability to differentiate ourselves as a "must have" platform with edgy, adult, fiercely premium series for women and other affinity groups. We will continue to lean into that success in Fiscal 22, ramping the number of Starz original series by 70% while reaffirming our leadership among our target audiences with the #TakeTheLead initiative that has become an industry standard for diversity in front of and behind the camera.

We also took steps to assure Starz a strong and reliable pipeline of first-run feature films, with a new Pay One theatrical output agreement moving our Lionsgate and Summit titles to Starz when current agreements expire at the end of calendar 2021 and 2022, respectively, along with a new Post Pay One theatrical output agreement with Universal Filmed Entertainment Group that gives Starz an exclusive 18-month window for Universal titles.

Internationally, STARZPLAY achieved record growth in Fiscal 21, attracting more than 20 new distribution partners in 15 countries, extending our distribution footprint to 58 countries (including STARZPLAY Arabia), creating new bundle deals with top local distributors to drive penetration in key territories, and increasing our international subscriber base by over 70% to 8.6 million subscribers.

This growth was driven by our speed to market, a well-defined and valuable brand, a focused best of global subscription video-on-demand (SVOD) programming strategy, strong global and local partnerships, and the continued acquisition of best-in-class series such as Normal People, The Great, Gangs of London and Dr. Death to complement Starz original series and Lionsgate films and library content. We're also deepening our slate of original local-language productions, with four Spanish- language originals and a French-language coproduction with Canal Plus.

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Emphasizing value over scale in an environment where most of our peers are positioning themselves to be general entertainment platforms, we have a clear path to establish ourselves as one of the world's foremost premium pure play services, able to sit on top of other platforms and be part of every bundle, well on our way to the high end of our target range of 50 to 60 million global subscribers by 2025.

A Bumper Crop of Premium Scripted Television Series

Our Television Group turned in one of its best years ever, capitalizing on unprecedented demand for content with 13 new series orders, all eight of our new pilots picked up to series, and nearly all of lastyear's freshman series renewed for second seasons.

Leaning into demand, we have increased our production of scripted series from 12 in Fiscal 21 to 26 in Fiscal 22, more than half of them earmarked for Starz, while maintaining our leadership as an independent supplier of premium scripted content to new buyers. Responding to shifts in the marketplace, we saw an opportunity to create new series for the broadcast networks last year and, as a rebounding economy drives growth in the advertising video-on-demand (AVOD) market, we are taking advantage of a similar opportunity to supply original series to a new array of AVOD buyers.

Across our television portfolio, it was also a productive year for our 3 Arts partnership, which has already secured three new series orders, Pilgrim Media Group, with dozens of nonfiction series for major network partners, and our global television operations, with three series in the works in the U.K. and two shows currently shooting for Lionsgate Play in India.

Refilling Our Feature Film Pipeline While Pivoting to Monetize Our F21 Slate

Our motion picture business demonstrated its great versatility in Fiscal 21. As soon as the pandemic closed theatres, we took advantage of the optionality of our slate to pivot to innovative new distribution models for many of our Fiscal 21 releases while at the same time refilling our theatrical pipeline as we prepared for the re-opening of theatres and the opportunity to deliver a robust slate to Starz under our new theatrical output deal beginning next year.

With the latest installment of our blockbuster action franchise, John Wick: Chapter 4, the Hunger Games prequel The Ballad of Songbirds & Snakes, based on Suzanne Collins' runaway bestseller, the star-studdedBorderlands, White Bird, the follow-up to our global hit Wonder, a nostalgic re-imagining of our classic IP Dirty Dancing, Are You There God? It's Me, Margaret, based on Judy Blume's iconic novel, franchise property Monopoly, one of the most venerated brands in the world, Roland Emmerich's sci-fi epic Moonfall, the faith-basedAmerican Underdog: The Kurt Warner Story, and Shotgun Wedding, starring Jennifer Lopez, our slate will be a compelling value proposition across every platform.

And it reflects our strategy of having scale in the rightplaces in order to assemble a vast portfolio of valuable IP, drawn from the top content creators in the world as well as our own library, that will continue to grow in value over the years.

Our Crown Jewel Library Has a Record Year

All of this content continues to feed one of the largest libraries in the world. In July, we acquired most of the Spyglass Media Group library of titles such as Silver Linings Playbook, The King's Speech, Scream 4, Spy Kids 4 and Quentin Tarantino's Django Unchained, Inglourious Basterds and The Hateful Eight. In the past six months, we've acquired libraries encompassing nearly 400 feature films with an underlying domestic box office of over $2.5 billion, coupled with hundreds of additional titles added organically during the year. We're always refining ways to monetize our crown jewel asset, and in Fiscal 21 our library generated a record $780 million in high-margin revenue, a 27% increase from the prior year.

Well Positioned for the Future

In closing, we enter Fiscal 22 mindful of the challenges posed by the lingering pandemic, an industry undergoing the most radical transformation in its history, and continued media consolidation that is creating competitors of ever-increasing scale. But we also see great opportunities created by new buyers, record demand for content across an ever-expanding array of platforms, Starz's ability to differentiate itself as a leading premium pure play global streaming platform, and a disruptive environment that plays to the strengths of those agile and entrepreneurial enough to embrace change.

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Our portfolio of IP, the convergence of our studio and Starz businesses, and our focused growth strategy are all valuable assets in addressing these challenges and opportunities. But our "secret sauce" remains our talented, motivated and entrepreneurial workforce that showed its resilience over and over during the past year, and they will continue to lead our efforts to create lasting and incremental value for our partners, consumers and shareholders.

Sincerely,

Jon Feltheimer	Michael Burns
CEO	Vice Chairman

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended March 31, 2021

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	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
250 Howe Street, 20th Floor	2700 Colorado Avenue
Vancouver, British Columbia V6C 3R8	Santa Monica, California 90404
[phone]	[phone]

(Address of Principal Executive Offices, Zip Code) Registrant's telephone number, including area code:

[phone]

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

					Name of Each Exchange on Which
	Title of Each Class		Trading Symbol(s)	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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ' Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange

Act of 1934. Yes ' No Í

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days. Yes Í 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 Í 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.

Large accelerated filer	Í	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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Í

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

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of September 30, 2020 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $1,626,230,422, based on the closing sale price of such shares as reported on the New York Stock Exchange.

As of May 24, 2021, 83,102,205 shares of the registrant's no par value Class A voting common shares were outstanding, and 138,425,280 shares of the registrant's no par value Class B non-voting common shares were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive proxy statement relating to its 2021 annual meeting of shareholders (the "2021 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission (the "SEC") within 120 days after the end of the fiscal year to which this report relates. Portions of the Registrant's Annual Report on Form 10-K for Fiscal 2020, filed with the SEC on May 27, 2020, are incorporated by reference into Part II of this Annual Report on Form 10-K.