SecProbe.io

February 20 , 2014

Via E-Mail
Mr. James W.  Barge
Chief  Financial  Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for Fiscal Year E nded March 31, 2013
Filed May 30, 2013
 File No.  001-14880

Dear  Mr. Barge :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Annual Report on Form 10 -K for the year ended March 31, 2013
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Recent Accounting Pronouncements, page 45

1. We note from your disclosure on page 45 that as a result o f the Company’s adoption of
ASU No. 2012 -07 on December 15, 2012, write -downs of unamortized film costs on
certain unreleased films as of December 31, 2012 and March 31, 2013 were not allowed
under this new accounting pronouncement because information lead ing to a fair value
measurement resulting in an impairment of film costs would not have been available to a
market participant at the applicable balance sheet dates. We further note the disclosure
indicating that under the previous accounting rules, the Co mpany would have recorded
write -downs related to these films and under the previous accounting rules the

Mr. James W.  Barge
Lions Gate Entertainment Corp.
February 20 , 2014
Page 2

 Company’s net income would have been $212.8 million for the year ended March 31,
2013 or approximately $19.3 million lower than the amount reported in your statement of
operations for this period. Please explain to us the nature of the information that could not
be considered in your impairment analysis for certain unreleased films as of both
December 31, 2012 and March 31, 2013 and explain why this info rmation would not
have been available to market participants at either of these dates. In a related matter,
please also indicate whether this information was considered by the Company in
performing its impairment analysis with respect to these unreleased f ilms in each of the
quarterly periods subsequent to March 31, 2013 and if so, please indicate the amount of
any related impairment charges that were recognized. If this information was not
considered in your subsequent impairment reviews, please explain wh y.

Note 3. Acquisitions and Divestitures, page F -36
Maple Pictures, page F -38

2. We note from the disclosure in the last paragraph on page F -38, that for purposes of
determining the gain to be recognized on the disposal of Maple Pictures, a portion of the
Motion Pictures goodwill amounting to $6.1 million was allocated to the asset group and
included in the carrying value of the assets disposed of for purposes of calculating the
gain on sale. Please tell us and explain in the notes to your financial statem ents how you
calculated or determined the amount of Motion Pictures goodwill amounting to $6.1
million that was included in the calculation of the gain recognized on disposal of Maple
Pictures.

Note 22.  Consolidating Financial Information – Convertible Senior Subordinated Notes, page F -
50

3. Please revise the notes to your financial statements to disclose that the issuer of various
categories of Senior Subordinated Notes that are guaranteed by the Company,  LGEI, is
100% owned by the parent company guarantor. Refer to the guidance outlined in Rule 3 -
10(c ) of Regulation S -X.

Quarterly Report on Form 10 -Q for the Quarter ended September 30, 2013
Note 5. Corporate Debt, page 17
Senior Secured Second Priority Notes
10.25% Senior Notes

4. We note the disclosure in the first paragraph on page 19 which indicates that in
conjunction with the early redemption of the 10.25% Senior Notes, the Company paid
$34.3 million, representing the present value of interest throug h the first call date of
November 1, 2013 and the related call premium pursuant to the terms of the indenture
governing the 10.25% Senior Notes. We also note that this amount, along with $19.8
million of deferred financing costs and unamortized discount re lated to the redeemed
notes, will be amortized over the life of the New Issuances to the extent deemed to be a

Mr. James W.  Barge
Lions Gate Entertainment Corp.
February 20 , 2014
Page 3

 modification of terms with creditors participating in both the New Issuances and the
10.25% Senior Notes redemption. With regards to these $54.1 million of costs, please
explain in further detail why you believe it is appropriate to account for these costs as
deferred costs associated with the modification of your debt instruments rather than as
part of the loss on early extinguishment of your debt  obligations. Your response should
clearly explain the nature and amounts of the debt obligations that were determined to be
“modified”, the related lenders associated with each of these modified borrowings, as
well as how you determined that a modificatio n rather than an extinguishment had
occurred. Your response should also explain how you calculated or determined the
related costs to be deferred in connection with the modification.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsib le for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief