Capital Stock

(a) Common Shares

As discussed in Note 3, immediately prior to the consummation of the Starz Merger, Lionsgate effected the reclassification of its capital stock, pursuant to which each existing Lionsgate common share was converted into 0.5 shares of a newly issued class of Class A voting shares and 0.5 shares of a newly issued class of Class B non-voting shares, subject to the terms and conditions of the Merger Agreement, resulting in 74.2 million shares issued of Class A voting shares and 74.2 million shares issued of Class B non-voting shares. As of March 31, 2017, there were 15.3 million shares of the Company’s Class B non-voting shares that had not been issued to the former holders of 22.5 million of former Starz Series A common stock who are exercising their right to judicial appraisal under Delaware law (see Note 3 and Note 17).

The Company had 500 million authorized Class A voting shares and 500 million authorized Class B non-voting shares at March 31, 2017 (500 million authorized common shares at March 31, 2016). The table below outlines common shares reserved for future issuance:



	March 31, 2017	March 31, 2016
	(Amounts in millions)
Stock options outstanding, Class A voting shares average exercise price $26.67, Class B non-voting shares average exercise price $19.43 (March 31, 2016 - common shares average exercise price $24.55)	32.6	15.3
Restricted stock and restricted share units — unvested	2.7	1.6
Common shares available for future issuance under Lionsgate plan	0.8	2.1
Common shares available for future issuance under Starz plan	11.8	—
Shares issuable upon conversion of January 2012 4.00% Notes at conversion price of $10.26 at March 31, 2016	—	4.1
Shares issuable upon conversion of April 2013 1.25% Notes at conversion price of $29.19 per share (March 31, 2016 - $29.32)	2.1	2.1
Shares reserved for future issuance	50.0	25.2

(b) Share Repurchases

Share Repurchase Plan. On February 2, 2016, our Board of Directors authorized the Company to increase our previously announced share repurchase plan from a total authorization of $300 million to $468 million. For the years ended March 31, 2017, 2016 and 2015, the common shares repurchased under the Company's share repurchase plan were as follows:



Fiscal Year Ended	Shares Repurchased	Aggregate Cost of Shares		Weighted Average Repurchase Price Per Share
		(in millions)
March 31, 2017	—	$	—	$—
March 31, 2016	3,600,395	73.2		$20.33
March 31, 2015	5,026,512	136.5		$27.16

To date, approximately $283.2 million of the Company's common shares have been repurchased, leaving approximately $184.7 million of authorized potential purchases.

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

During fiscal years 2017, 2016 and 2015, the Company's Board of Directors declared the following quarterly cash dividends:



	Dividends Declared Per Common Share	Total Amount		Payment Date
		(in millions)
Fiscal Year 2017:
First quarter ended June 30, 2016	$0.09	$	13.3	August 5, 2016
Total cash dividends declared in fiscal year 2017	$0.09	$	13.3
Fiscal Year 2016:
Fourth quarter ended March 31, 2016⁽¹⁾	$0.09	$	13.2	May 27, 2016
Third quarter ended December 31, 2015	$0.09	13.5		February 5, 2016
Second quarter ended September 30, 2015	$0.09	13.3		November 10, 2015
First quarter ended June 30, 2015	$0.07	10.4		August 7, 2015
Total cash dividends declared in fiscal year 2016	$0.34	$	50.4
Fiscal Year 2015:
Fourth quarter ended March 31, 2015	$0.07	$	10.1	May 22, 2015
Third quarter ended December 31, 2014	$0.07	9.8		February 6, 2015
Second quarter ended September 30, 2014	$0.07	9.6		November 7, 2014
First quarter ended June 30, 2014	$0.05	6.9		August 8, 2014
Total cash dividends declared in fiscal year 2015	$0.26	$	36.4

____________________________________________

(1) As of March 31, 2016, the Company had $13.2 million of cash dividends payable included in accounts payable and accrued liabilities on the consolidated balance sheet (2017 - none).

(d) Share-based Compensation

The Company's stock option and long-term incentive plans permit the grant of stock options and other equity awards to certain employees, officers, non-employee directors and consultants.

2012 Performance Incentive Plan: In September 2012, the Company adopted the 2012 Performance Incentive Plan, as amended on September 9, 2014 and October 3, 2016 (the "2012 Plan"). The 2012 Plan provides for the issuance of up to 31.6 million common shares of the Company, stock options, share appreciation rights, restricted shares, stock bonuses and other forms of awards granted or denominated in common shares or units of common shares of the Company, as well as certain cash bonus awards to eligible directors of the Company, officers or employees of the Company or any of its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries. At the effective time of the closing of the merger, Starz had outstanding equity awards under the Starz Transitional Stock Adjustment Plan, Starz 2011 Incentive Plan, Starz 2011 Nonemployee Director Plan and Starz 2016 Omnibus Incentive Plan (collectively, the “Starz Plans”). In accordance with the Merger Agreement, at the effective time of the closing of the merger, Lions Gate assumed the Starz Plans and the restricted stock unit awards, unvested stock options and restricted stock awards, in each case, granted under the Starz Plans (collectively, the “Assumed Awards”). As a result of this assumption, at the effective time of the closing of the Merger, the Assumed Awards were converted into corresponding awards relating to Class B non-voting shares, after giving effect to appropriate adjustments to reflect the consummation of the merger. There are currently 30.3 million Class B non-voting shares issuable in connection with the Assumed Awards held by Starz employees and awards to be granted under the Starz Plans following the merger. At March 31, 2017, 752,057 common shares were available for grant under the 2012 Plan.

The measurement of all share-based awards uses a fair value method and the recognition of the related share-based compensation expense in the consolidated financial statements is recorded over the requisite service period. Further, the Company estimates forfeitures for share-based awards that are not expected to vest. As share-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

The Company recognized the following share-based compensation expense during the years ended March 31, 2017, 2016 and 2015:



	Year Ended
	March 31,
	2017			2016			2015
	(Amounts in millions)
Compensation Expense:
Stock options	$	42.5		$	31.0		$	33.5
Restricted share units and other share-based compensation	34.0			25.0			25.8
Share appreciation rights	0.6			0.3			4.0
	77.1			56.3			63.3
Immediately vested restricted share units issued under annual bonus program⁽¹⁾	—			22.2			17.0
Impact of accelerated vesting on equity awards⁽²⁾	2.4			—			1.2
Total share-based compensation expense	$	79.5		$	78.5		$	81.5

Tax impact⁽³⁾	(28.0		)	(28.6		)	(29.7		)
Reduction in net income	$	51.5		$	49.9		$	51.8

___________________


(1)	Represents the impact of immediately vested stock awards granted as part of our annual bonus program, and issued in lieu of cash bonuses.


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


(3)	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:



	Year Ended
	March 31,
	2017		2016		2015
	(Amounts in millions)
Compensation Expense:
Direct operating	$	1.2	$	—	$	—
Distribution and marketing	0.4		—		—
General and administration	75.5		78.5		80.3
Restructuring and other	2.4		—		1.2
	$	79.5	$	78.5	$	81.5

Stock Options

The following tables sets forth the stock option activity during the years ended March 31, 2017, 2016 and 2015. The activity prior to the December 8, 2016 consummation of the Starz Merger and related reclassification of Lionsgate stock discussed above is presented in the table below:



	Number of		Weighted- Average Exercise
Options:	Shares		Price
Outstanding at April 1, 2014	12,094,010		$	19.70
Granted	1,765,809		29.49
Exercised	(609,160	)	14.39
Forfeited or expired	(35,963	)	17.69
Outstanding at March 31, 2015	13,214,696		$	21.26
Granted	3,538,346		31.50
Exercised	(640,008	)	13.01
Forfeited or expired	(19,138	)	26.54
Outstanding at March 31, 2016	16,093,896		$	23.83
Granted	5,997,539		22.73
Exercised	(2,145,852	)	9.78
Forfeited or expired	(552,067	)	32.39
Outstanding at December 8, 2016 before share reclassification	19,393,516		$	24.80
Reclassification of common stock to newly issued Class A voting shares and Class B non-voting shares	(19,393,516	)
Outstanding at December 8, 2016 after share reclassification	—

Immediately prior to the consummation of the Starz Merger and in accordance with the reclassification of Lionsgate stock discussed above, each outstanding share-based equity award (i.e., stock options and restricted share units) of Lionsgate was also adjusted to reflect the reclassification of the underlying stock of each award. Upon the closing of the Starz Merger, each outstanding share-based equity award (i.e., stock options, restricted stock, and restricted stock units) of Starz was replaced by a Class B non-voting share-based equity award (“Lions Gate replacement award”) with terms equivalent to the existing awards based on the exchange ratio set forth in the Merger Agreement. The stock option, restricted stock and restricted share unit activity from the December 8, 2016 consummation of the Starz Merger and related reclassification of Lionsgate stock discussed above, through December 31, 2016 is presented in the table below:



	Stock Options
	Class A Voting Shares						Class B Non-Voting Shares
	Number of Shares		Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term In Years	Aggregate Intrinsic Value as of March 31, 2017		Number of Shares		Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term In Years	Aggregate Intrinsic Value as of March 31, 2017
Issuance of Class A voting shares and Class B non-voting upon reclassification of common stock at December 8, 2016	9,528,634		$25.53				9,528,634		$24.68
Issuance for Lions Gate replacement awards	—		—				15,395,707		$14.68
Granted	36,645		$26.03				946,671		$25.06
Exercised	(447,140	)	$10.25				(2,198,914	)	$12.43
Forfeited or expired	(28,224	)	$33.65				(207,169	)	$25.52
Outstanding at March 31, 2017	9,089,915		$26.67	7.13	$	26,882,498	23,464,929		$19.43	6.77	$	190,383,695
Outstanding as of March 31, 2017, vested or expected to vest in the future	9,041,899		$26.68	7.13	$	26,678,815	23,200,380		$19.38	6.74	$	189,651,262
Exercisable at March 31, 2017	4,591,258		$26.58	5.69	$	15,861,328	16,058,080		$16.71	5.10	$	171,087,638

The fair value of each option award is estimated on the date of grant using a closed-form option valuation model (Black-Scholes). The following table presents the weighted average grant-date fair value of options granted in the years ended March 31, 2017, 2016 and 2015, and the weighted average applicable assumptions used in the Black-Scholes option-pricing model for stock options and share-appreciation rights granted during the years then ended:



	Year Ended March 31,
	2017	2016	2015
Weighted average fair value of grants	$6.88	$7.64	$10.49
Weighted average assumptions:
Risk-free interest rate⁽¹⁾	1.2% - 2.4%	0.9% - 1.9%	0.3% - 2.0%
Expected option lives (in years)⁽²⁾	4 - 10 years	3 - 6 years	1 - 6 years
Expected volatility for options⁽³⁾	35%	35%	35% - 38%
Expected dividend yield⁽⁴⁾	0.0% - 1.8%	0.8% - 1.8%	0.8% - 1.0%

____________________________


(1)	The risk-free rate assumed in valuing the options is based on the U.S. Treasury Yield curve in effect applied against the expected term of the option at the time of the grant.


(2)	The expected term of options granted represents the period of time that options granted are expected to be outstanding.


(3)	Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock and other factors.


(4)	The expected dividend yield is estimated by dividing the expected annual dividend by the market price of the Company's stock at the date of grant.

The total intrinsic value of options exercised as of each exercise date during the year ended March 31, 2017 was $30.0 million (2016 — $15.6 million, 2015— $11.2 million).

During the year ended March 31, 2017, 819,503 shares (2016 — 93,210 shares, 2015 — 70,243 shares) were cancelled to fund withholding tax obligations upon exercise of options.

Restricted Share Units

The following tables set forth the restricted share unit activity during the years ended March 31, 2017, 2016 and 2015. The activity prior to the December 8, 2016 consummation of the Starz Merger and related reclassification of Lionsgate stock discussed above is presented in the table below:



Restricted Share Units:	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at April 1, 2014	2,139,175		$	23.38
Granted	901,611		29.55
Vested	(1,360,524	)	22.05
Forfeited	(18,234	)	19.41
Outstanding at March 31, 2015	1,662,028		$	28.10
Granted	1,461,521		32.36
Vested	(1,438,207	)	28.22
Forfeited	(37,910	)	30.36
Outstanding at March 31, 2016	1,647,432		$	31.74
Granted	1,537,632		20.89
Vested	(1,789,908	)	25.01
Forfeited	(164,592	)	30.18
Outstanding at December 8, 2016 before share reclassification	1,230,564		$	28.18
Reclassification of common stock to newly issued Class A voting shares and Class B non-voting shares	(1,230,564	)
Outstanding at December 8, 2016 after share reclassification	—

The restricted stock and restricted share unit activity from the December 8, 2016 consummation of the Starz Merger and related reclassification of Lionsgate stock discussed above, through March 31, 2017 is presented in the table below:



	Restricted Share Units						Restricted Stock
	Class A Voting Shares		Weighted-Average Grant-Date Fair Value	Class B Non-Voting Shares		Weighted-Average Grant-Date Fair Value	Class B Non-Voting Shares		Weighted-Average Grant-Date Fair Value
Issuance of Class A voting shares and Class B non-voting shares upon reclassification of common stock at December 8, 2016	615,103		$26.48	615,103		$28.20	—		—
Issuance for Lions Gate replacement awards	—		—	—		—	1,861,342		$25.70
Granted	15,529		$26.78	410,857		$25.06	—		—
Vested	(105,796	)	$29.55	(109,201	)	$29.41	(373,148	)	$25.70
Forfeited	(5,688	)	$30.91	(5,688	)	$30.91	(141,259	)	$25.70
Outstanding at March 31, 2017	519,148		$27.85	911,071		$26.62	1,346,935		$25.70

The fair values of restricted stock and restricted share units are determined based on the market value of the shares on the date of grant.

The following table summarizes the total remaining unrecognized compensation cost as of March 31, 2017 related to non-vested stock options and restricted share units and the weighted average remaining years over which the cost will be recognized:



	Total Unrecognized Compensation Cost		Weighted Average Remaining Years
	(Amounts in millions)
Stock Options	$	71.1	2.3
Restricted Stock and Restricted Share Units	41.6		1.8
Total	$	112.7

Under the Company’s stock option and long term incentive plans, the Company withholds shares to satisfy minimum statutory federal, state and local tax withholding obligations arising from the vesting of restricted stock and restricted share units. During the year ended March 31, 2017, 1,006,888 shares (2016 — 636,136 shares, 2015 — 615,111 shares) were withheld upon the vesting of restricted stock and restricted share units.

The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the stock options and restricted share units when vesting or exercise occurs, the restrictions are released and the shares are issued. Restricted share units are forfeited if the employees are terminated prior to vesting.

There were no excess tax benefits realized from tax deductions associated with equity awards activity for the year ended March 31, 2017 (2016 and 2015 - none).

Share-Appreciation Rights

A summary of the status of the Company’s share-appreciation rights ("SARs") as of March 31, 2017, 2016 and 2015, and changes during the years then ended is presented below:



Share-Appreciation Rights	Number of Shares	Weighted- Average Exercise Price		Weighted Average Grant Date Fair Value
Outstanding at March 31, 2015 and 2016	—	$	—	$	—
Granted	836,775	25.29		8.54
Exercised	—	—		—
Outstanding at March 31, 2017	836,775	$	25.29	$	8.54

SARs require that upon their exercise, the Company pay the holder, either in cash or shares (Class A or Class B, as the case may be) at the Company's option, the excess of the market value of the Company's common stock (Class A or Class B, as the case may be) at the time over the exercise price of the SAR multiplied by the number of SARs exercised. The SARs are currently accounted for as cash-settled, and are revalued each reporting period until settlement using a closed-form option pricing model (Black Scholes).

See the table in the Stock Options section above which presents the weighted average applicable assumptions used in the Black-Scholes option-pricing model for SARs granted.

Other Share-Based Compensation

Pursuant to the terms of certain employment agreements, during the year ended March 31, 2017, the Company granted the equivalent of $1.1 million (2016 - $1.3 million, 2015 - $1.7 million) in common shares to certain employees through the term of their employment contracts, which were recorded as compensation expense in the applicable period. Pursuant to this arrangement, for the year ended March 31, 2017, the Company issued 28,257 (2016 - 19,578 shares, 2015 - 32,503 shares), net of shares withheld to satisfy minimum tax withholding obligations.

(e) 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 has agreed to issue to the customer three $16.67 million annual installments of equity (or cash at Lionsgate's election). The total value of the contract of $50 million is being amortized as a reduction of revenue over the period from December 8, 2016 to August 31, 2019.