25JUL201322550356 To Our Shareholders: Fiscal 2013 was a strong growth year for Lionsgate in which we continued the momentum we have developed in all of our core businesses and built on our position as a next generation global content leader. We set in place plans for the next three installments of our blockbuster Hunger Games franchise, even as we continued to reap significant financial and creative benefits from the first Hunger Games film, developed and grew new franchises, and accelerated the diversification of our television business. As part of this diversification, we created several new shows using our unique 10+90 model, a new broadcast network series and original programming for digital platforms such as Netflix, Amazon and Hulu. Driven by the strong performance of our film and television content, both domestically and internationally, we reported revenue of $2.71 billion, adjusted EBITDA of $329.7 million, net income of $232.1 million or $1.73 basic earnings per common share and $280.5 million of free cash flow for the fiscal year ended March 31, 2013, all Company bests.(1) Revenue from our filmed entertainment library grew to a record $493 million with growing margins. We Are Building New Franchises and Maintaining our Momentum at the Box Office Worldwide The Company generated more than $2.5 billion at the worldwide box office in calendar 2012, ranking among the top five studios. Fuelled by box office successes such as Warm Bodies, Tyler Perry’s Temptation, Now You See Me, the sleeper hit of the summer, and Kevin Hart: Let Me Explain, launching an important new brand in the urban space, the Company is off to another fast start in the first half of calendar 2013. Excitement continues to build for the next installment of The Hunger Games franchise, The Hunger Games: Catching Fire, one of the most anticipated films of 2013, which opens worldwide on November 22, 2013. Ender’s Game, another young adult brand with a strong following, is slated to open on November 1, 2013. Principal photography has wrapped on Divergent, another potential young adult franchise for the Company, starring Shailene Woodley, Theo James, Ashley Judd and Academy Award↧ winner Kate Winslet. Divergent recently earned its first Entertainment Weekly cover and is slated to open in the original Hunger Games slot on March 21, 2014. Several of the films on our upcoming slate are strong brands with franchise potential, including the next two Tyler Perry films, planned sequels to Now You See Me and Sinister, our next film from comic superstar Kevin Hart, new films in existing franchises such as Expendables 3 and Step Up 5, as well as several exciting new brands. With the financial impact of The Hunger Games franchise extending into fiscal 2017, Lionsgate’s emphasis on strong brands and franchises significantly increases long-term visibility in our film business. Our Television Business Continues to Diversify into High Margin Areas of Growth We continued to extend our television business into new markets in fiscal 2013 with 28 series now spanning 20 different networks, including 21 series on 16 cable networks, five shows in national syndication, one series on a broadcast network, one series on a digital network and two shows for other digital platforms in advanced development. During the past year, we have continued to capitalize on our leadership in using our 10+90 model as an accelerated path to syndication for our TV series. Anger Management is approaching the halfway mark of its first 100 episodes for FX and, with the sales of Saint George, starring comedian George (1) For reconciliation see http://www.lionsgate.com/corporate/press-releases/1523/. 1 Lopez, and a sitcom starring Martin Lawrence and Kelsey Grammar to FX as well, we expect to have of our debt and extend its maturities. Combined with our recent pay down of the $500 million Summit three 10+90 series on the air next year, establishing a solid programming block at FX. term loan more than two years early, we have strengthened our balance sheet and will save tens of millions of dollars of interest expense annually. We will continue our focus on deleveraging and Nashville, one of our first series for a broadcast network, earned an Emmy nomination for lowering our overall cost of capital. Connie Britton in its debut season and has been renewed for a second full season of 22 episodes. The show has already spawned two hit soundtracks and sold more than two million musical downloads, Combination of Lionsgate And Summit Creates Critical Mass of Content demonstrating potential to generate incremental revenue through ancillary music sales. Looking back at the first full year of integrated Lionsgate and Summit operations, we have Orange Is The New Black premiered to critical acclaim and viewer excitement on Netflix, and it has combined two independent and entrepreneurial companies and, relying on the best attributes of our already been renewed for a second season. Our diversification into creating programming for digital respective cultures and business models, built a diversified next generation global content leader platforms is off to a fast start and has added an important new brand to our television roster. noteworthy for the critical mass of our content, differentiated by our digital leadership and As the growth of our television business continues, we expect television revenue to approach a half distinguished by the magnitude of our growth. billion dollars in fiscal 2014 with significant margin growth the following year. The critical mass created by the combination of Lionsgate and Summit has already enabled us to improve settlement rates with our theatrical exhibition partners, establish new ‘‘pick, pack and ship’’ We’ve Taken Steps To Capitalize On Growth Opportunities in the International Marketplace and replication agreements with Fox and Cinram, consolidate our Lionsgate and Summit media buying We took a number of steps during fiscal 2013 to capitalize on one of our biggest growth in a single agency and strengthen our capital structure, steps that are already saving us tens of millions opportunities, increasing demand for content in the international marketplace. We established new or of dollars a year. expanded output deals for our films with blue-chip partners in Scandinavia, Russia, France, Germany, We are uniquely positioned to capitalize on the growing appetite for content worldwide and the Spain, Benelux and Australia/New Zealand, rounding out a global infrastructure that also includes our proliferation of digital and traditional platforms alike. We bring to this opportunity the content joint venture with IDC in Latin America, initial forays into distribution in China and India and our pipelines of a major studio and the innovative spirit and financial discipline of our independent roots. successful self-distribution business in the UK, which achieved its best year ever in fiscal 2013. A company is only as strong as its employees, and we also bring to our opportunities a Not only are we well positioned to reap the benefits of high growth markets around the world, but management team notable for its breadth, depth and experience, a work force distinguished by its the critical mass of content we achieved with the acquisition and integration of Summit Entertainment entrepreneurial spirit and willingness to embrace change and a commitment to translate our unique enables us to capitalize on the rapid growth of digital and subscription on demand platforms strengths into long-term profitable growth for our Company and exceptional value for our shareholders. internationally, as we’ve already seen in the UK and Latin America. Sincerely, Our Library Achieved Its Eighth Straight Year of Revenue Growth, And Margins Are Increasing Our filmed entertainment library achieved its eighth consecutive year of revenue growth. It generated approximately $190 million in cash flow in fiscal 2013, reflecting the addition of new drivers such as The Hunger Games and Twilight franchises, recent distribution agreements for third-party product with A+E Television Network and Miramax, as well as renewal of our long-term distribution 24JUL201213055793 24JUL201213132479 agreement with StudioCanal and an influx of digital revenue. Five years ago, packaged media Jon Feltheimer Michael Burns comprised 62% of our library revenue. Today it accounts for only 28% of catalog revenue as digital, Chief Executive Officer Vice Chairman international and television product continues to drive our library revenue and margin growth. Lionsgate’s Partnership With CBS Positions TVGN to Achieve Its Full Potential The biggest news in our evolving channel business in fiscal 2013 was our entry into a 50/50 partnership with CBS to run TVGN (formerly TV Guide Network). By combining CBS’ programming resources and experience with our content leadership, we believe that TVGN is positioned to achieve its full potential as a successful, highly distributed and branded entertainment channel. In the past few months, the network has recruited a new programming head and added high-profile shows such as the iconic daytime soap The Young & The Restless and the popular Big Brother After Dark, both of which have already achieved strong fan bases on other cable networks, and we expect our momentum to continue. Company is Achieving Deleveraging Goals As we continue to grow our content businesses worldwide, our commitment to keeping costs down, reducing our debt and lowering the interest expense on that debt remain three of our highest priorities. We recently completed two offerings that enabled us to significantly reduce the average weighted cost 2 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013 or អ 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.