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United States securities and exchange commission logo





                            March 14, 2023

       James Barge
       Chief Financial Officer
       Lions Gate Entertainment Corp.
       250 Howe Street, 20th Floor
       Vancouver, British Columbia V6C 3R8

                                                        Re: Lions Gate
Entertainment Corp.
                                                            Form 10-K for
Fiscal Year Ended March 31, 2022
                                                            Filed May 26, 2022
                                                            Item 2.02 Form 8-K
dated February 9, 2023
                                                            File No. 001-14880

       Dear James Barge :

              We have reviewed your filings 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended March 31, 2022

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Liquidity and Capital Resources
       Discussion of Operating, Investing, Financing Cash Flows
       Operating Activities, page 73

   1.                                                   Cash flows from
operations before changes in operating assets and liabilities appears to
                                                        represent a non-GAAP
measure. Please remove this measure from your filings or provide
                                                        the disclosures
required by Item 10(e) of Regulation S-K.
 James Barge
FirstName
Lions Gate LastNameJames   Barge
            Entertainment Corp.
Comapany
March      NameLions Gate Entertainment Corp.
       14, 2023
March2 14, 2023 Page 2
Page
FirstName LastName
Consolidated Financial Statements
Consolidated Balance Sheets, page F-4

2.       Please present accounts payable separately from accrued liabilities.
Refer to Rules 5-
         02.19 and .20 of Regulation S-X. Also, since your redeemable
noncontrolling interests do
         not appear to be accounted for as liabilities, please move them from
the liabilities section
         of the balance sheet in your filings to a newly-labeled section still
outside of shareholders'
         equity. Refer to Rule 5-02 of Regulation S-X and ASC 480-10-S99.
Consolidated Statements of Cash Flows, page F-8

3.       Please present changes in receivables pertaining to operating
activities separately from
         other assets. Refer to ASC 230-10-45-29.
11. Noncontrolling Interests, page F-36

4.       Please tell us and disclose in greater detail the terms and conditions
under which the
         noncontrolling interest holders have a right to put their
noncontrolling interest and you
         have a right to call their noncontrolling interest. Also, tell us in
detail how you
         determined that each put and call arrangement was at fair value.
Clarify whether the
         noncontrolling interests are preferred or common stock. Furthermore,
tell us whether
         the noncontrolling interest must be redeemed under any circumstances,
such as if the
         employment of the noncontrolling interest holder ceases or they pass
away. Refer to ASC
         480-10-S99.
16. Segment Information, page F-50

5.       Please revise your footnote disclosure to discuss in greater detail
the types of amounts
         included in the corporate general and administrative line item of your
segment profit
         reconciliation.
19. Additional Financial Information
Accumulated Other Comprehensive Income (Loss), page F-65

6.       Please present the amount of income tax expense or benefit allocated
to each component
         of other comprehensive income, including reclassification adjustments.
Refer to ASC
         220-10-45-12.
Item 2.02 Form 8-K dated February 9, 2023

Exhibit 99.1
Use of Non-GAAP Financial Measures, page 12

7.       Please tell us how you determined that your removal of the effects of
purchase accounting
         and related adjustments from your non-GAAP measures, such as Adjusted
OIBDA and
         Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment
Corp. Shareholders,
 James Barge
Lions Gate Entertainment Corp.
March 14, 2023
Page 3
         does not substitute individually-tailored recognition and measurement
methods for
         GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and
         Disclosure Interpretations.
Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment
Corp.
Shareholders..., page 18

8.       Please disclose in greater detail the nature of and reason for the
deferred tax valuation
         allowance adjustment. Also, disclose how you computed the amount of
the adjustment in
         each period presented.
Reconciliation of Net Cash Flows Provided by (Used in) Operating Activities to
Adjusted Free
Cash Flow, page 19

9.       Please expand your description of the adjustments for net increase or
decrease in
         production and related loans and your production tax credit facility
on page 12 to further
         clarify the nature of these adjustments. Please also provide a
reconciliation of these non-
         GAAP adjustment amounts to the changes in the related balance sheet
amounts and your
         statement of cash flows for the same reporting period.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202)
551-3769 with
any questions.



FirstName LastNameJames Barge                                  Sincerely,
Comapany NameLions Gate Entertainment Corp.
                                                               Division of
Corporation Finance
March 14, 2023 Page 3                                          Office of Trade
& Services
FirstName LastName
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