STARZ ENTERTAINMENT CORP /CN/ (STRZ)

CIK: 0000929351. SIC: 7812 Services-Motion Picture & Video Tape Production. Latest 10-K as of: 2025-06-26.

SIC breadcrumb: Services > Motion Pictures > SIC 7812 Services-Motion Picture & Video Tape Production

SEC company page: https://www.sec.gov/edgar/browse/?CIK=929351. Latest filing source: 0000929351-25-000038.

Selected Fundamentals

Metric	Value	Unit	FY	Filed
Revenue	1,369,600,000	USD	2025	2025-06-26
Net income	-211,200,000	USD	2025	2025-06-26
Assets	2,173,200,000	USD	2025	2025-06-26

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-06-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000929351.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Revenue						3,201,500,000	4,129,100,000	3,680,500,000	3,890,000,000	3,271,500,000	3,604,300,000	1,422,500,000	1,392,400,000	1,369,600,000
Net income					50,200,000	14,800,000	473,600,000	-284,200,000	-188,400,000	-18,900,000	-188,200,000	-1,871,000,000	-915,200,000	-211,200,000
Operating income					-25,000,000	-16,300,000	248,700,000	130,000,000	2,800,000	170,600,000	9,000,000	-1,348,200,000	-903,500,000	-170,400,000
Diluted EPS				1.23	0.33	0.09	2.15	-1.33	-0.86	-0.09	-0.84	-8.82	-4.77
Operating cash flow					-19,000,000	558,500,000	386,400,000	427,500,000	614,600,000	-500,000	-660,900,000	-438,300,000	-131,800,000	-46,000,000
Capital expenditures		2,581,000	8,799,000	17,013,000	18,433,000				31,100,000	35,000,000	33,100,000	34,300,000	20,400,000	17,600,000
Assets					3,834,200,000	9,196,900,000	9,111,200,000	8,408,900,000	7,951,200,000	8,306,200,000	8,991,200,000	7,426,200,000	2,139,100,000	2,173,200,000
Liabilities	2,698,210,000	2,404,343,000	2,267,094,000	2,449,802,000	2,914,710,000		5,833,800,000				5,986,600,000	6,296,600,000	1,219,900,000	1,406,800,000
Stockholders' equity					850,300,000	2,514,400,000	3,155,900,000	2,918,700,000	2,658,000,000	2,793,000,000	2,798,400,000	1,531,800,000	919,200,000	766,400,000
Cash and cash equivalents					57,700,000	321,900,000	378,100,000	184,300,000	318,200,000	528,700,000	371,200,000	272,100,000	23,000,000	17,800,000
Free cash flow					-37,433,000				583,500,000	-35,500,000	-694,000,000	-472,600,000	-152,200,000	-63,600,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Net margin		0.46%	11.47%	-7.72%	-4.84%	-0.58%	-5.22%	-131.53%	-65.73%	-15.42%
Operating margin		-0.51%	6.02%	3.53%	0.07%	5.21%	0.25%	-94.78%	-64.89%	-12.44%
Return on equity	5.90%	0.59%	15.01%	-9.74%	-7.09%	-0.68%	-6.73%	-122.14%	-99.56%	-27.56%
Return on assets	1.31%	0.16%	5.20%	-3.38%	-2.37%	-0.23%	-2.09%	-25.19%	-42.78%	-9.72%
Liabilities / equity	3.43		1.85				2.14	4.11	1.33	1.84
Current ratio	0.50	1.00	0.77	0.84	0.87	0.70	0.44	0.44	0.31	0.27

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000929351.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarter	End Date	Revenue	Net Income	Diluted EPS	Method
2022-Q3	2021-12-31			-0.20	reported discrete quarter
2023-Q1	2022-06-30			-0.53	reported discrete quarter
2023-Q2	2022-09-30	875,200,000		-7.95	reported discrete quarter
2023-Q3	2022-12-31	1,000,100,000	16,600,000	0.07	reported discrete quarter
2023-Q4	2023-03-31	1,085,700,000	-96,700,000		derived Q4 = FY annual - nine-month YTD
2024-Q1	2023-06-30	908,600,000	-70,700,000	-0.31	reported discrete quarter
2024-Q2	2023-09-30	1,015,500,000	-886,200,000	-3.79	reported discrete quarter
2024-Q3	2023-12-31	975,100,000	-106,600,000	-0.45	reported discrete quarter
2024-Q4	2024-03-31	1,117,800,000	-39,400,000		derived Q4 = FY annual - nine-month YTD
2025-Q1	2024-06-30	834,700,000	-59,400,000	-0.25	reported discrete quarter
2025-Q2	2024-09-30	948,600,000	-163,300,000	-0.68	reported discrete quarter
2025-Q3	2024-12-31	970,500,000	-21,900,000	-0.09	reported discrete quarter
2025-Q4	2025-03-31		33,500,000		derived Q4 = FY annual - nine-month YTD
2026-Q2	2025-09-30	320,900,000	-52,600,000	-3.15	reported discrete quarter
2026-Q1	2026-03-31	306,900,000	-164,900,000	-9.83	reported discrete quarter

Quarterly Charts

Macro Cross-References

CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
UNRATE - Unemployment Rate
FEDFUNDS - Federal Funds Effective Rate
CES0500000003 - Average Hourly Earnings of All Employees, Total Private
DFEDTARU - Federal Funds Target Range - Upper Limit
DFEDTARL - Federal Funds Target Range - Lower Limit
DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
PCEPI - Personal Consumption Expenditures: Chain-type Price Index
PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
PPIACO - Producer Price Index by Commodity: All Commodities
T10YIE - 10-Year Breakeven Inflation Rate
U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
PAYEMS - All Employees, Total Nonfarm
CIVPART - Labor Force Participation Rate
EMRATIO - Employment-Population Ratio
UNEMPLOY - Unemployed
CE16OV - Employment Level
ICSA - Initial Claims
JTSJOL - Job Openings: Total Nonfarm
JTSQUR - Quits: Total Nonfarm
GDPC1 - Real Gross Domestic Product
A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
INDPRO - Industrial Production: Total Index
TCU - Capacity Utilization: Total Index
HOUST - New Privately-Owned Housing Units Started: Total Units
PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
RSAFS - Advance Retail Sales: Retail Trade
PCE - Personal Consumption Expenditures
DSPIC96 - Real Disposable Personal Income
PSAVERT - Personal Saving Rate
M2SL - M2
BOPGSTB - U.S. International Trade in Goods and Services: Balance
MSPUS - Median Sales Price of Houses Sold for the United States
HSN1F - New One Family Houses Sold: United States
RHORUSQ156N - Homeownership Rate in the United States
TTLCONS - Total Construction Spending: Total Construction in the United States
RRVRUSQ156N - Rental Vacancy Rate in the United States
TOTALSL - Total Consumer Credit Owned and Securitized
REVOLSL - Revolving Consumer Credit Owned and Securitized
DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
GDP - Gross Domestic Product
GPDI - Gross Private Domestic Investment
GCE - Government Consumption Expenditures and Gross Investment
PCEC - Personal Consumption Expenditures
NETEXP - Net Exports of Goods and Services
GFDEBTN - Federal Debt: Total Public Debt
GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
FYFSD - Federal Surplus or Deficit
FGRECPT - Federal Government Current Receipts
FGEXPND - Federal Government: Current Expenditures
MANEMP - All Employees, Manufacturing
USCONS - All Employees, Construction
USTRADE - All Employees, Retail Trade
USFIRE - All Employees, Financial Activities
USGOVT - All Employees, Government
AWHAETP - Average Weekly Hours of All Employees, Total Private
DGORDER - Manufacturers' New Orders: Durable Goods
NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
BUSINV - Total Business Inventories
EXPGS - Exports of Goods and Services
IMPGS - Imports of Goods and Services
IR - Import Price Index (End Use): All Commodities
PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000929351-26-000031.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Prior to the Separation, as further discussed below, the business of Starz Entertainment Corp. (the "Company", "we", "us" or "our"), substantially consisted of the Starz Business of Old Lionsgate’s Media Networks segment, consisting of (i) Starz Networks, which includes the distribution in the U.S. and Canada of STARZ branded premium subscription video services through over-the-top (“OTT”) streaming platforms and distributors, on a direct-to-consumer basis through the Starz App and through wholesale U.S. and Canada multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies (in the aggregate the “Starz Platform”), and (ii) International, which consisted of the OTT distribution of subscription video services outside the U.S. and Canada. In October 2025, Starz changed its operations in Canada resulting in its partner assuming all operational oversight of the service and Starz moving to a content licensing arrangement.

Refer to Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies, for further details regarding the Separation, International Restructuring, and Basis of Presentation of the Company and the accompanying financial statements.

Separation

On May 6, 2025, Lions Gate Entertainment Corp. (“Old Lionsgate”) completed the separation of its studio operations (the “LG Studios Business”) from its media networks operations (the “Starz Business”) pursuant to an arrangement agreement, resulting in two independent publicly traded companies: Lionsgate Studios Corp. (“New Lionsgate”), which now holds the LG Studios Business, and Starz Entertainment Corp., which now holds the Starz Business. As part of the distribution, Old Lionsgate shareholders received shares in both companies, and Starz Entertainment Corp. subsequently executed a 15‑for‑1 reverse stock split, such that every fifteen (15) Starz common shares were consolidated into one Starz common share. For accounting purposes under U.S. GAAP, New Lionsgate is considered the accounting spinnor or divesting entity and Starz is considered the accounting spinnee or divested entity, and the historical results of the Starz Business prior to the transaction have been prepared on a carve‑out basis.

Refer to our Transition Report on Form 10‑KT for the nine months ended December 31, 2025 for a full description of the Separation.

International Restructuring

During 2023, Old Lionsgate began a plan to restructure and shut down its international LIONSGATE+ business, which was finalized with the shutdown of the United Kingdom territory in May 2024. Refer to our Transition Report on Form 10‑KT for the nine months ended December 31, 2025, Note 19, Discontinued Operations, for a full description of the International Restructuring. The international restructuring is included in discontinued operations in the accompanying financial statements.

Starz Networks Strategic Content Review

During 2025 and 2026, due to the continued micro and macroeconomic environment, including the continued decline in traditional linear services, the preparation for the Separation and due to being a new standalone company, Starz evaluated the programming on the Starz Platform and identified certain programming with limited strategic purpose, which was removed from the Starz Platform and abandoned by the Company.

Change in Fiscal Year End

On May 8, 2025, the Company's Board of Directors approved a change in Starz’s fiscal year end from March 31 to December 31. As a result of the change, the Company filed a Transition Report on Form 10-KT for the nine-month transition period from April 1, 2025 to December 31, 2025.

Generally Accepted Accounting Principles

These financial statements have been prepared in accordance with U.S. GAAP.

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STARZ ENTERTAINMENT CORP.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the accompanying financial statements relate to the intangible asset associated with the customer relationships with U.S. MVPDs ("Starz Traditional Affiliates"), which is amortized in the proportion that current period revenue bears to management’s estimate of future revenue over the remaining estimated useful life of the asset; estimates of future viewership used for the amortization of programming content; income taxes including the assessment of valuation allowances for deferred tax assets; and impairment assessments for licensed program rights and intangible assets. Actual results could differ from such estimates.

Segments

Following the Separation, Starz manages and reports its operating results through one reportable segment, Starz Networks, which includes our consolidated operations. During the quarter ended March 31, 2025, International included our operations in India and Southeast Asia. Effective April 1, 2025, we transferred our operations in India and Southeast Asia to New Lionsgate. Given that Starz and New Lionsgate were under common control at the time of the transfer, no gain or loss was recorded related to the transfer.

Relationship with New Lionsgate

Certain functions that Old Lionsgate provided to Starz prior to the completion of the Separation continue to be provided to us by New Lionsgate under a Transition Services Agreement, while other functions previously provided by Old Lionsgate are now performed using our own resources or third-party service providers. Additionally, under our original series programming license agreements, multiyear theatrical film output licensing agreements and library programming agreements with Old Lionsgate, we continue to distribute New Lionsgate programming. We have incurred certain costs in establishing ourselves as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company. See “Components of Results of Operations” below for more information.

Components of Results of Operations

Revenue

We earn our revenue from the distribution of branded premium subscription video services through OTT streaming platforms and distributors, on a direct-to-consumer basis through the Starz App and through MVPDs, including cable operators, satellite television providers and telecommunications companies.

Pursuant to our distribution agreements, revenue is primarily generated from fees from subscribers who receive the Company's services or based on other factors (variable fee arrangements), or to a lesser extent, may be based on a monthly fixed fee or minimum guarantee, subject to nominal annual escalations.

The variable distribution fee arrangements represent sales or usage-based royalties, which are recognized over the period of such sales or usage by our distributor, which is the same period that the content is provided to the distributor. Estimates of revenue generated but not yet reported to us by our distribution partners are made based on an estimated number of subscribers using historical trends and recent reporting. Other fixed fee or minimum guarantee programming revenue is recognized over the contract term based on the continuous delivery of the content to the distributor. Subscribers through the Starz App are billed in advance of the start of their monthly or multi-month membership period and revenue is recognized ratably over each applicable membership period.

In connection with the distribution rights obtained outside of the Starz Platform, we license rights to other parties who distribute our content for a fee. New Lionsgate acts as distributor in these arrangements.

Expenses

Our primary operating expenses include programming amortization, other operating expenses, advertising and marketing expenses, and general and administrative expenses.

Other operating expenses include programming related salaries, residual expenses, development costs, provision for credit losses on accounts receivable, operating costs for the direct-to-consumer service, transponder expenses, maintenance and repairs, and foreign exchange gains and losses.

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STARZ ENTERTAINMENT CORP.

Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild - American Federation of Television and Radio Artists, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.

Advertising and marketing expenses primarily include the costs of advertising, consumer marketing, distributor marketing support and other marketing costs.

The level of programming amortization and advertising and marketing expenses can fluctuate from period to period depending on the number of original series and first-run output theatrical movies premiering on the network during the period. Programming cost amortization and advertising and marketing expenses generally increase in periods with increased original series and first-run theatrical movie premieres and decrease in periods with fewer original series and first-run theatrical movie premieres.

General and administrative expenses include salaries and other overhead. Prior to the Separation, Old Lionsgate and Legacy Lionsgate Studios entered into a shared services and overhead sharing agreement (the “Shared Services Agreement”). The Shared Services Agreement allocated to the LG Studios Business all of corporate general and administrative expenses of Old Lionsgate, except for an amount of $10.0 million that was charged annually to the Company until the Separation.

Now that the Separation is complete, we are incurring expenses for, among other things, directors’ and officers’ and other insurance, director fees and internal and external accounting, legal and administrative resources and fees.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We describe our significant accounting policies in Note 1 to the Company's Financial Statements included in our Form 10-KT. There have been no significant changes in our significant accounting policies since December 31, 2025.

We describe our significant accounting estimates in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-KT. There have been no significant changes in our significant accounting estimates since December 31, 2025.

Recent Accounting Pronouncements

Refer to Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies, for a discussion of recent accounting guidance.

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STARZ ENTERTAINMENT CORP.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Consolidated Results of Operations

The following table sets forth our consolidated results of operations for the three months ended March 31, 2026 and March 31, 2025.

Three Months Ended

March 31,

Increase (Decrease)

2026

2025

Amount

Percent

(Amounts in millions)

Revenue

OTT revenue

211.1

225.5

(14.4)

(6.4)

Linear and other revenue

95.8

105.1

(9.3)

(8.8)

Total revenue

306.9

330.6

(23.7)

(7.2)

Expenses:

Programming amortization

138.3

118.4

19.9

16.8

Other operating

34.3

38.7

(4.4)

(11.4)

Advertising and marketing

50.4

58.9

(8.5)

(14.4)

General and administrative

29.1

25.4

3.7

14.6

Depreciation and amortization

68.5

48.1

20.4

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-06-26. Report date: 2025-03-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Prior to the Separation, as further discussed below, the Starz Business substantially consisted of Old Lionsgate’s Media Networks segment consisting of (i) Starz Networks, which includes the domestic distribution of STARZ branded premium subscription video services through over-the-top (“OTT”) streaming platforms and distributors, on a direct to- consumer basis through the Starz App and through wholesale U.S. and Canada OTT and multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies (in the aggregate the “Starz Platform”), and (ii) International, which consists of the OTT distribution of subscription video services outside the U.S. and Canada.

Furthermore, as described in the Company's May 12, 2025 Form 8-K filing, on May 8, 2025, the Company’s Board of Directors approved a change in the Company's fiscal year end from March 31 to December 31. The date of the Company's

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next fiscal year end will be December 31, 2025. As a result of the change, the Company will file a Transition Report on Form 10-K for the nine-month transition period from April 1, 2025 to December 31, 2025.

Separation

On May 6, 2025, Old Lionsgate, through a series of transactions contemplated by Arrangement Agreement completed the separation of the LG Studios Business from the Starz Business (the “Separation”). As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business previously held by Old Lionsgate, and (2) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the LG Studios Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders. (See Note 18, Subsequent Events, to our audited combined financial statements for further details).

Notwithstanding the legal form of the Separation, for accounting and financial reporting purposes, in accordance with U.S. GAAP, due to the relative significance of the Studios Business as compared to the Starz Business and the continued involvement of Old Lionsgate’s senior management with New Lionsgate following the completion of the Starz Separation, New Lionsgate (which holds the LG Studios Business) is considered the accounting spinnor or divesting entity and Starz (which holds the Starz Business) is considered the accounting spinnee or divested entity. As a result, Old Lionsgate will be the accounting predecessor to New Lionsgate and the Starz Business' historical financial information has been prepared on a carve-out basis and are derived from Old Lionsgate’s consolidated financial statements and accounting records. These combined financial statements reflect the Company's combined historical financial position, results of operations and cash flows as they were historically managed.

See also "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for discussion of Separation related financing transactions.

Restructuring

In the fiscal year ended March 31, 2023, Old Lionsgate began a plan to restructure its international LIONSGATE+ business, which included the OTT distribution of the LIONSGATE+ branded premium subscription video services outside the U.S. and Canada. During the fiscal years ended March 31, 2025 and 2024, Old Lionsgate continued executing the restructuring plan, which included exiting all international territories of the Starz Business, with the exceptions of Canada (included in the Starz Networks segment) and India (included in the International segment), which was completed in May 2024. The historical results of operations of international territories shut down are presented as discontinued operations in the combined financial statements for all periods presented. See Note 2, Discontinued Operations, to our audited combined financial statements for further details.

As of March 31, 2025, Starz manages and reports its operating results through one reportable segment, Starz Networks, which now includes its Canadian operations. The continuing operations outside the U.S. and Canada, which primarily consists of our operations in India, is reported as International. Effective the fourth quarter of fiscal 2025, the measure of segment operating performance used by the Company’s chief operating decision maker (“CODM”) changed and, as a result, Starz's disclosed measure of segment profit/loss was updated. This change aligns with the update to how the CODM assesses performance and allocates resources for the Company’s segments. See Note 14, Segment Information, to our audited combined financial statements for further details.

Basis of Presentation

Prior to the Separation, the Starz Business historically operated as part of Old Lionsgate and not as a standalone company. The Company's combined financial statements, representing the historical assets, liabilities, operations and cash flows of the Starz Business, have been derived from the separate historical accounting records maintained by Old Lionsgate, and are presented on a carve-out basis as historically managed within Old Lionsgate through the use of a management approach in identifying the Starz Business's operations. In using the management approach, considerations over how the business operates were utilized to identify historical operations that should be presented within the carve-out financial statements.

All revenue and costs, as well as assets and liabilities directly associated with the business activity of the Starz Business are included in the accompanying combined financial statements. Revenue and costs associated with the Company are specifically identifiable in the accounting records maintained by Old Lionsgate and primarily represent the revenue and costs used for the determination of segment profit of the Media Networks segment of Old Lionsgate. In addition, these costs include an allocation of corporate general and administrative expense (inclusive of share-based compensation) which has been allocated to the Company as further discussed below. The costs relating to the Company are

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generally specifically identifiable as costs of the Company in the accounting records of Old Lionsgate and are included in the accompanying combined financial statements.

In May 2024, the Starz Business entered an intercompany revolving credit facility with Lionsgate Studios Corp. which was used to settle intercompany transactions prior to Separation. See Note 18, Subsequent Events, to our audited combined financial statements for further details.

In May 2024, Old Lionsgate consummated a series of transactions, by which the LG Studios Business became a separate publicly traded company, Legacy Lionsgate Studios (the “Studio Separation”). The LG Studios Business is substantially reflective of Old Lionsgate's Motion Pictures and Television Production segments together with a substantial portion of Old Lionsgate’s corporate general and administrative costs.

Prior to the Studio Separation, Old Lionsgate utilized a centralized approach to cash management. Cash generated by the Company was managed by Old Lionsgate’s centralized treasury function and cash was routinely transferred to the Starz Business or to the LG Studios Business to fund operating activities when needed. Cash and cash equivalents of the Starz Business are reflected in the combined balance sheets. Payables to and receivables from Old Lionsgate, primarily related to the Starz Business, were often settled through movement to the intercompany accounts between Old Lionsgate, the Starz Business and the LG Studios Business. Other than certain specific balances related to unsettled payables or receivables, the intercompany balances between the Starz Business and the remainder of Old Lionsgate were accounted for as parent net investment. See Note 17, Related Party Transactions, to the audited combined financial statements for further details.

Management believes the assumptions underlying our combined financial statements, including the assumptions regarding the allocation of general and administrative expenses from Old Lionsgate to us are reasonable. However, the allocations may not include all of the actual expenses that would have been incurred by us and may not reflect its combined results of operations, financial position and cash flows had we been a standalone company during the periods presented. It is not practicable to estimate actual costs that would have been incurred had we been a standalone company and operated as an unaffiliated entity during the periods presented. Actual costs that might have been incurred had we been a standalone company would depend on a number of factors, including the organizational structure, what corporate functions we might have performed directly or outsourced and strategic decisions we might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. See Note 17, Related Party Transactions, to the audited combined financial statements for further details of the allocations included in our audited combined financial statements.

The issuer of Old Lionsgate's 5.5% senior notes due April 15, 2029 (the “5.5% Senior Notes”) was Starz Capital Holdings, LLC (previously known as Lions Gate Capital Holdings LLC), a Starz entity. The 5.5% Senior Notes were generally used as a method of financing Old Lionsgate's operations in totality and were not specifically identifiable to the LG Studios Business or the Starz Business. It is not practical to determine what the capital structure would have been historically for the Starz Business or the LG Studios Business prior to the Studio Separation as standalone companies; however, the 5.5% Senior Notes were issued by a subsidiary of Starz and are representative of the overall debt levels that were expected for the Starz Business following the completion of the Separation. In May 2024, the Starz Business issued $389.9 million aggregate principal amount of new 5.5% exchange notes due 2029 (the “Exchange Notes”) in exchange for $389.9 million of the existing 5.5% Senior Notes, (the "Exchange Transaction"). As a result of the Exchange Transaction, the principal amount of the 5.5% Senior Notes outstanding was reduced to $325.1 million and total aggregate debt outstanding was $715.0 million. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details. Upon completion of the Separation, the Exchange Notes became obligations solely of New Lionsgate and are reflected in New Lionsgate's financial statements. The remaining 5.5% Senior Notes remained with the Company upon completion of the Separation. A portion of Old Lionsgate's corporate debt (the revolving credit facility, term loan A and term loan B, together referred to as the “Old Lionsgate Senior Credit Facilities”) has been assumed by the LG Studios Business under an intercompany note and accordingly, the Old Lionsgate Senior Credit Facilities and related interest expense are not reflected in the Starz Business’s combined financial statements. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details.

In connection with the Separation, the Company entered into a new credit agreement (the "Credit Agreement") which provides for a $300.0 million senior secured term loan credit facility and a $150.0 million senior secured revolving credit facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for discussion of Separation related financing transactions. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details

Additional indebtedness directly related to the Company, including programming notes, are reflected in the Company's combined financial statements. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details.

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Old Lionsgate’s corporate general and administrative functions and costs, which were retained within New Lionsgate, have historically been provided to both the Starz Business and the LG Studios Business. These functions and costs include, but are not limited to, salaries and wages for certain executives and other corporate officers related to executive oversight, investor relations costs, costs for the maintenance of corporate facilities, and other common administrative support functions, including corporate accounting, finance and financial reporting, audit and tax costs, corporate and other legal support functions, and certain information technology and human resources expense. Accordingly, the combined financial statements of the Company, include allocations of certain general and administrative expenses (inclusive of share-based compensation) from Old Lionsgate related to these corporate and shared service functions historically provided by Old Lionsgate. In connection with the Studio Separation, during the fiscal year ended March 31, 2025, Old Lionsgate and Legacy Lionsgate Studios entered into a shared services and overhead sharing agreement (the “Shared Services Agreement”). The Shared Services Agreement facilitates the allocation to the LG Studios Business of all corporate general and administrative expenses of Old Lionsgate, except for an amount of $10.0 million charged annually to the Company. The $10.0 million charge of Old Lionsgate’s corporate general and administrative expenses to the Company pursuant to the Shared Services Agreement is designed to reflect the portion of corporate expenses expended and reflective of the level of effort and costs incurred related to management oversight and services provided for the Company following the Studio Separation. Prior to the Studio Separation, these expenses were allocated to the Starz Business on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of consolidated Old Lionsgate revenue, payroll expense or other measures considered to be a reasonable reflection of the historical utilization levels of these services.

Old Lionsgate also paid certain expenses on behalf of the Starz Business prior to the Separation such as certain rent expense, employee benefits, insurance and other administrative operating costs which are reflected in the accompanying combined financial statements. The Starz Business also paid certain expenses on behalf of Old Lionsgate such as legal expenses, software development costs and severance. The settlement of reimbursable expenses between the Company and the LG Studios Business have been accounted for as parent net investment. See Note 17, Related Party Transactions, of our audited combined financial statements for further detail of parent net investment included in these combined financial statements.

Relationship with New Lionsgate

Following the Separation, certain functions that Old Lionsgate provided to us prior to the completion of the Separation will either continue to be provided to us by New Lionsgate under a Transition Services Agreement or will be performed using our own resources or third-party service providers. Additionally, under our original series programming license agreements, multiyear theatrical film output licensing agreements and library programming agreement with Old Lionsgate, we will continue to distribute New Lionsgate programming. We have incurred certain costs in establishing ourselves as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company. See “Components of Results of Operations” below for more information.

Restructuring

As described in Overview above, in the fiscal year ended March 31, 2023, the Starz Business began a plan to exit much of its international LIONSGATE+ business, which included the OTT distribution of the Starz Business's premium subscription video services outside the U.S. and Canada. The shut-down of the legacy LIONSGATE+ business in the territories to be exited has been completed and historical results of operations, with the exception of Canada and India, are presented as discontinued operations in combined financial statements for all periods presented.

In the fiscal year ended March 31, 2023, in connection with its ongoing restructuring activities, the Starz Business performed a strategic review of content performance across Starz’s platforms, resulting in certain programming being removed from those platforms and written down to fair value.

During the fiscal years ended March 31, 2025 and 2024, the Starz Business continued its evaluation of the programming on Starz's platforms and cancelled certain ordered programming, and identified certain other programming with limited strategic purpose which was removed from the Starz platforms and abandoned by the Company.

As a result of these restructuring initiatives in the fiscal years ended March 31, 2025 and 2024 we recorded content impairment charges of $156.4 million and $213.0 million, respectively. These amounts are included in restructuring and other in the combined statement of operations. See Note 13, Restructuring and Other, to our audited combined financial statements for further detail. We have incurred impairment charges from the inception of the plan through March 31, 2025 amounting to $457.0 million.

As the Company continues to evaluate its current restructuring plan in relation to the current micro and macroeconomic environment and the Separation, including further strategic review of content and performance and its

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strategy on a territory-by-territory basis, the Company may decide to expand its restructuring plan and exit additional territories or remove certain content off its platform in the future. Accordingly, the Company may incur additional content impairment and other restructuring charges beyond the amounts listed above.

Components of Results of Operations

Revenue

We earn our revenue from the distribution of branded premium subscription video services through OTT streaming platforms and distributors, on a direct-to-consumer basis through the Starz App and through MVPDs, including cable operators, satellite television providers and telecommunications companies.

Pursuant to our distribution agreements, revenue is primarily generated from fees from subscribers who receive the Company's services or based on other factors (variable fee arrangements), or to a lesser extent, may be based on a monthly fixed fee or minimum guarantee, subject to nominal annual escalations.

The variable distribution fee arrangements represent sales or usage-based royalties, which are recognized over the period of such sales or usage by our distributor, which is the same period that the content is provided to the distributor. Estimates of revenue generated but not yet reported to us by our distribution partners are made based on an estimated number of subscribers using historical trends and recent reporting. Other fixed fee or minimum guarantee programming revenue is recognized over the contract term based on the continuous delivery of the content to the distributor. Subscribers through the Starz App are billed in advance of the start of their monthly or multi-month membership period and revenue is recognized ratably over each applicable membership period.

In connection with the distribution rights obtained outside of the Starz Platform, we license rights to other parties who distribute our content for a fee. New Lionsgate acts as distributor in these arrangements. License fees associated with these agreements have not been material to date.

Expenses

Our primary operating expenses include direct operating expenses, distribution and marketing expenses and general and administrative expenses.

Direct operating expenses include programming cost amortization, programming related salaries, residual expenses, development costs, provision for doubtful accounts, and foreign exchange gains and losses.

Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild - American Federation of Television and Radio Artists, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.

Distribution and marketing expenses primarily include the costs of advertising, consumer marketing, distributor marketing support and other marketing costs, and operating costs for the direct-to-consumer service, transponder expenses and maintenance and repairs.

The level of programming cost amortization and advertising and marketing costs can fluctuate from period to period depending on the number of new original series and first-run output theatrical movies premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere.

General and administrative expenses include salaries and other overhead and include allocations for certain general and administrative expenses from Old Lionsgate to the Starz Business related to certain corporate and shared service functions historically provided by Old Lionsgate to the Starz Business, including, but not limited to, executive oversight, accounting, tax, legal, human resources, occupancy, and other shared services. See “Basis of Presentation” above and Note 1 and Note 17 to our audited combined financial statements for further details on our methodology for allocating these costs. As described in “Overview” above, in connection with the Studio Separation, during the fiscal year ended March 31, 2025, Old Lionsgate and Legacy Lionsgate Studios entered into a shared services and overhead sharing agreement (the “Shared Services Agreement”). The Shared Services Agreement allocates to the LG Studios Business of all corporate general and administrative expenses of Old Lionsgate, except for an amount of $10.0 million to be charged annually to the Company. The $10.0 million charge of Old Lionsgate’s corporate general and administrative expenses to the Company pursuant to the Shared Services Agreement is designed to reflect the portion of corporate expenses expended and reflective of the level of effort and costs incurred related to management oversight and services provided for the Company post Studio Separation with consideration of the then-anticipated completion of the Separation.

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Allocations of expenses from Old Lionsgate are not necessarily indicative of future expenses and do not necessarily reflect results that would have been achieved as an independent, publicly traded company for the periods presented. Recurring standalone costs may be higher than historical allocations, which may have an impact on profitability and operating cash flows. Now that the Separation is complete, we may be required to hire additional staff and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses for, among other things, directors’ and officers’ and other insurance, director fees and additional internal and external accounting, legal and administrative resources and fees.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our accounting policies are more fully described in Note 1 to our audited combined financial statements. As disclosed in Note 1 to our audited combined financial statements, the preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. As described more fully below, these estimates bear the risk of change due to the inherent uncertainty of the estimate. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.

Finite-Lived Intangible Assets. At March 31, 2025 and March 31, 2024, the carrying value of the Starz Business's finite-lived intangible assets was approximately $816.0 million and $966.1 million, respectively. The Starz Business's finite-lived intangible assets primarily relate to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies (each a “Traditional Affiliate”), which amounted to $748.0 million and $890.1 million at March 31, 2025 and March 31, 2024, respectively. The amount of the Starz Business's customer relationship asset related to these Traditional Affiliate relationships reflects the estimated fair value of these customer relationships determined in connection with Old Lionsgate's acquisition of the Starz Business on December 8, 2016, net of amortization recorded since the date of the Starz Business's acquisition. Beginning October 1, 2023, the Starz Business's finite-lived intangible assets also include the trademarks and trade names previously accounted for as indefinite-lived intangible assets as discussed below. At March 31, 2025, the carrying value of trademarks and trade names was $68.0 million.

Identifiable intangible assets with finite lives are amortized to depreciation and amortization expense over their estimated useful lives, ranging from 10 to 14 years. The Starz Traditional Affiliate customer relationship intangible asset is amortized in the proportion that current period revenue bear to management’s estimate of future revenue over the remaining estimated useful life of the asset, which results in greater amortization in the earlier years of the estimated useful life of the asset than the latter years.

Amortizable intangible assets are tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable. If a triggering event has occurred, an impairment analysis is required. The impairment test first requires a comparison of undiscounted future cash flows expected to be generated over the remaining useful life of an asset to the carrying value of the asset. The impairment test is performed at the lowest level of cash flows associated with the asset. If the carrying value of the asset exceeds the undiscounted future cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value.

The Company monitors its finite-lived intangible assets and changes in the underlying circumstances each reporting period for indicators of possible impairments or a change in the useful life or method of amortization of the finite-lived intangible assets. For fiscal 2025, due to continued changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, the Company reduced the useful life of its finite-lived intangible assets related to the Starz Tradition Affiliate customer relationships from 16 years to 14 years. This resulted in an increase to amortization expense of $8.3 million for the fiscal year ended March 31, 2025. For the fiscal year ended March 31, 2025, no indicators of impairment were identified. For the fiscal year ended March 31, 2024, due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, we performed an impairment analysis of the amortizable intangible assets. The impairment analysis requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset. Based on the Company's impairment analysis, the estimated undiscounted cash flows exceeded the carrying amount of the asset group by over 50% and

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therefore no impairment charge was required. The estimated undiscounted cash flow assumed a weighted average growth in revenue over the useful life of approximately 2.5%.

Determining whether an intangible asset is recoverable or impaired requires various estimates and assumptions, including whether events or circumstances indicate that the carrying amount of the asset or asset group may not be recoverable, determining estimates of future cash flows for the assets involved and, when applicable, the assumptions applied in determining fair value, including discount rates, growth rates, market risk premiums and other assumptions about the economic environment. If actual revenue significantly underperforms as compared to the forecasted amounts and cost cannot be sufficiently reduced, the undiscounted cash flows may not exceed the carrying value of the asset group and an impairment charge could result for the difference between the fair value and the carrying value of the asset group.

The Company continue to monitor for changes that could significantly decrease the future undiscounted cash flows expected to be generated which could result in an impairment of our amortizable intangible assets, or could require the Company to further shorten the useful life or adopt a more accelerated method of amortization both of which would increase the amount of amortization expense the Company records. Examples of events or circumstances that could result in changes to projected cash flows include the creation and consumer consumption of the Company's content; adverse macroeconomic conditions related to higher inflation and interest rates, and the impact on the global economy from the geopolitical environments including wars, terrorism and multiple international conflicts; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and difficulty in funding the Company's content requirements; the Company's continual contractual relationships with the Company's customers; including the Company's affiliate agreements; and the Company's domestic subscriber growth rates across the Company's traditional and OTT platforms and changes in consumer behavior.

Programming Content. Programming content represents content exploited on the Starz Platform. Programming content is typically licensed content (which we refer to as “licensed program rights”), however, in some cases, programming content may be produced or acquired (which we refer to as “owned and produced films and television programs”). Licensed program rights include content licensed from third parties, including New Lionsgate, for specified airing rights and windows over a contractual term. Program licenses typically have fixed terms and require payments during the production of the content by the licensor, at or near delivery of the content or over the term of the license. Payments for content and additions to content assets and the changes in related liabilities, are classified within operating activities on the combined statements of cash flows. Amortization of programming content, which is discussed further below, is included in direct operating expense on the combined statement of operations.

Programming content is predominantly monetized as part of a film group and therefore is reviewed for impairment in aggregate at a film group level when an event or change in circumstances indicates a change in the expected use of the content or that the fair value may be less than unamortized cost.

Development. Films and television programs in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects. Such costs are capitalized as part of the cost of programming content. Projects in development are written off at the earlier of the date they are determined not to be recoverable or when abandoned, or three years from the date of the initial investment unless the fair value of the project exceeds its carrying cost.

Capitalized Costs. The cost of licensed content is capitalized when the cost is known or reasonably determinable, the license period for programs has commenced, the program materials have been accepted by the Company in accordance with the license agreements, and the programs are available for the first showing. Licensed programming rights may include rights to more than one exploitation window under the Company's output and library agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window which generally results in the majority of the cost allocated to the first window on newer releases.

Costs of acquiring and producing films and television programs are capitalized when incurred. For films and television programs produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead.

Amortization. The cost of licensed program rights for films and television programs (including original series) are generally amortized on a title-by-title or episode-by-episode basis using an accelerated or straight-line method based on the expected and historical viewership patterns or the current and anticipated number of exhibitions over the license period or estimated life for owned or produced programs. The number of exhibitions is estimated based on the number of exhibitions allowed in the agreement (if specified) and the expected usage of the content. Residuals are expensed in line with the amortization of production costs.

The Company reviews factors impacting the amortization of the content assets on an ongoing basis. The Company's estimates related to these factors requires considerable management judgement.

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Impairment Assessment. A film group (as defined below) is evaluated for impairment when events or changes in circumstances indicate that the fair value of a film group is less than its unamortized cost. If the result of the impairment test indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for the amount of the difference.

Estimate of Fair Value. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements. The Company's film groups are generally aligned with the Company's networks and digital content offerings in North America (i.e., Starz Networks) and internationally by territory or groups of territories, where content assets are shared across the various territories. Content removed from the service and abandoned is written down to its fair value, if any, determined using a discounted cash flow approach.

As a result of the strategic review of content performance across Starz's platform and as part of our expanded restructuring across our domestic operations, we recorded content impairment charges in the fiscal years ended March 31, 2025 and 2024 of $156.4 million and $213.0 million, respectively, which are included in continuing operations, restructuring and other in the combined statement of operations. See Note 3, Programming Content, and Note 13, Restructuring and Other, to our audited combined financial statements for further details. Discontinued operations for the fiscal years ended March 31, 2025 and March 31, 2024, includes impairment charges of $2.5 million and $160.8 million, respectively, related to the restructuring of LIONSGATE+ discussed above. See Note 2, Discontinued Operations, to our audited combined financial statements for further details.

Revenue Recognition. Revenue may be based on a variable fee (i.e., a fee based on number of subscribers who receive our networks or other subscriber-based factors) or to a lesser extent, may be based on a monthly fixed fee or minimum guarantee, subject to nominal annual escalations. Revenue is also generated through the distribution of our subscription video on demand (“SVOD”) service directly to consumers through the Starz App. The variable distribution fee arrangements represent sales or usage-based royalties, which are recognized over the period of such sales or usage by our distributor, which is the same period that the content is provided to the distributor. Estimates of revenue generated but not yet reported to us by our distribution partners are made based on the estimated number of subscribers using historical trends and recent reporting. We regularly evaluate such assumptions and historically, such estimates have been materially in line with revenue amounts when reported.

Fixed fee or minimum guarantee programming revenue is recognized over the contract term based on the continuous delivery of the content to the distributor. Subscribers through the Starz App are billed in advance of the start of their monthly or multi-month membership period and revenue is recognized ratably over each applicable membership period. Payments to distributors for marketing support costs for which the Company receives a discrete benefit are recorded as distribution and marketing costs, and payments to distributors for which the Company receives no discrete benefit are recorded as a reduction of revenue.

Income Taxes. We are subject to federal and state income taxes in the U.S., and in several foreign jurisdictions. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in these jurisdictions. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not on a jurisdiction-by-jurisdiction basis; otherwise, a valuation allowance is applied. In order to realize the benefit of our deferred tax assets, we will need to generate sufficient taxable income in the future in each of the jurisdictions which have these deferred tax assets. However, the assessment as to whether there will be sufficient taxable income in a jurisdiction to realize our net deferred tax assets in that jurisdiction is an estimate which could change in the future depending primarily upon the actual performance of the Company. We performed an analysis of the four sources of taxable income (taxable income in prior carryback year(s) if carryback is permitted under the tax law, future reversals of existing taxable temporary differences, tax-planning strategies that would, if necessary, be implemented, and future taxable income exclusive of reversing temporary differences and carryforwards) to determine whether a valuation allowance was needed in the various jurisdictions in which the Company operates. Due to cumulative pretax losses incurred in recent years and lack of other positive evidence, we concluded that valuation allowances were primarily required in Canada, Luxembourg, and India for our fiscal years ended March 31, 2025, 2024, and 2023, and against US deferred tax assets beginning in our fiscal year ended March 31, 2024. As of March 31, 2025, we have a valuation allowance of $177.5 million against certain U.S. and foreign deferred tax assets that may not be realized on a more likely than not basis.

Our income tax benefit differs from the U.S. federal statutory income tax rate of 21% and is affected by many factors, including the overall level of income (loss) before taxes and its mix across the jurisdictions in which we conduct operations, changes in tax laws and regulations, changes in valuation allowances against our deferred tax assets, changes in unrecognized tax benefits, tax planning strategies available to us, and other discrete items.

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Recent Accounting Pronouncements

See Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies, to our audited combined financial statements for a discussion of recent accounting guidance.

RESULTS OF OPERATIONS

Fiscal 2025 Compared to Fiscal 2024

Combined Results of Operations

The following table sets forth our combined results of operations from continuing operations for the fiscal years ended March 31, 2025 and 2024.

Year Ended

March 31,

Increase (Decrease)

2025

2024

Amount

Percent

(Amounts in millions)

Revenue

Starz Networks

$

1,356.3 

$

1,382.7 

$

(26.4)

(1.9)

%

International

13.3 

9.7 

3.6 

37.1 

%

Total revenue

1,369.6 

1,392.4 

(22.8)

(1.6)

%

Expenses:

Direct operating

702.0 

692.6 

9.4 

1.4 

%

Distribution and marketing

381.8 

423.6 

(41.8)

(9.9)

%

General and administration

101.8 

129.2 

(27.4)

(21.2)

%

Depreciation and amortization

170.3 

161.8 

8.5 

5.3 

%

Restructuring and other

184.1 

224.8 

(40.7)

(18.1)

%

Goodwill and intangible asset impairment

— 

663.9 

(663.9)

(100.0)

%

Total expenses

1,540.0 

2,295.9 

(755.9)

(32.9)

%

Operating loss

(170.4)

(903.5)

733.1 

(81.1)

%

Interest expense

(45.6)

(47.2)

1.6 

(3.4)

%

Interest and other income

4.9 

3.5 

1.4 

40.0 

%

Other expense

(7.2)

(7.5)

0.3 

(4.0)

%

Gain (loss) on extinguishment of debt

(5.6)

21.2 

(26.8)

(126.4)

%

Loss from continuing operations before income taxes

(223.9)

(933.5)

709.6 

(76.0)

%

Income tax benefit

8.6 

128.9 

(120.3)

(93.3)

%

Net loss from continuing operations

$

(215.3)

$

(804.6)

$

589.3 

(73.2)

%

Net loss from discontinued operations, net of income taxes

4.1 

(110.6)

114.7 

(103.7)

%

Net loss

$

(211.2)

$

(915.2)

$

704.0 

(76.9)

%

_______________________

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Subscriber Data. The number of period-end service subscribers is a key metric which management uses to evaluate a non-ad supported subscription video service. We believe this key metric provides useful information to investors as a growing or decreasing subscriber base is a key indicator of the health of the overall business. Service subscribers may impact revenue differently depending on specific distribution agreements we have with our distributors which may include a rate per STARZ subscriber, rates per basic video household or fixed fees. The table below sets forth, for the periods presented, subscriptions to our Starz Networks and International services.

March 31,

March 31,

2025

2024

(Amounts in millions)

Starz Networks

OTT Subscribers

13.04

13.38

Linear Subscribers

6.56

8.42

Total

19.60 

21.80 

International

OTT Subscribers

3.29

2.52 

Total Starz

OTT Subscribers

16.33

15.90 

Linear Subscribers

6.56

8.42 

Total Starz Subscribers

22.89 

24.32 

Revenue. Combined revenue decreased $22.8 million reflecting a decrease of $26.4 million at Starz Networks, partially offset by increased revenue from International of $3.6 million. The decrease in Starz Networks revenue reflects declines in revenue of $58.7 million from traditional linear services, partially offset by higher OTT revenue of $32.1 million resulting from price increases. Starz Networks initiated a price increase at the end of June 2023 and an additional price increase beginning in August 2024, which were each subsequently implemented by its various partners after each respective increase during the fiscal years ended March 31, 2025 and 2024.

During the fiscal year ended March 31, 2025 and the fiscal year ended March 31, 2024, the following original series premiered on STARZ:

Year Ended March 31, 2025

Year Ended March 31, 2024

Title

Premiere Date

Title

Premiere Date

First Quarter:

First Quarter:

Mary & George Season 1

April 5, 2024

Blindspotting Season 2

April 14, 2023

Power Book II: Ghost Season 4 Part 1

June 7, 2024

Run the World Season 2

May 26, 2023

Outlander Season 7A

June 16, 2023

Second Quarter:

Second Quarter:

Serpent Queen Season 2

July 12, 2024

Minx Season 2

July 21, 2023

Power Book II: Ghost Season 4 Part 2

September 6, 2024

Heels Season 2

July 28, 2023

Three Women Season 1

September 13, 2024

Men in Kilts Season 2

August 11, 2023

Power Book IV: Force Season 2

July 28, 2023

Third Quarter:

Third Quarter:

Fat Joe Talks Season 1

October 4, 2024

Shining Value Season 2

October 13, 2023

Sweetpea Season 1

October 10, 2024

Power Book III: Raising Kanan Season 3

December 1, 2023

Outlander Season 7B

November 22, 2024

Fourth Quarter:

Fourth Quarter:

The Couple Next Door Season 1

January 17, 2025

Hightown Season 3

January 26, 2024

Power Book III: Raising Kanan Season 4

March 7, 2025

BMF - Black Mafia Family Season 3

March 1, 2024

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Direct Operating and Distribution and Marketing Expenses. Direct operating expenses primarily represent programming cost amortization, programming related salaries, residual expenses and development. Distribution and marketing expenses primarily includes advertising and marketing costs and operating costs for the distribution of the services. The level of programming cost amortization and advertising and marketing costs and thus the segment profit for Starz Networks can fluctuate from period to period depending on the number of new original series and first-run output theatrical movies premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere.

Direct Operating Expenses. Direct operating expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2025 and 2024:

Year Ended March 31,

2025

2024

Increase (Decrease)

Amount

% of Segment Revenue

Amount

% of Segment Revenue

Amount

Percent

(Amounts in millions)

Direct operating expenses

Starz Networks(1)

$

690.7 

50.9 

%

$

678.8 

49.1 

%

$

11.9 

1.8 

%

International

8.5 

63.9 

%

11.1 

114.4 

%

(2.6)

(23.4)

%

Share-based compensation expense

2.8 

n/a

2.7 

n/a

0.1 

3.7 

%

$

702.0 

51.3 

%

$

692.6 

49.7 

%

$

9.4 

1.4 

%

_______________________

(1)During the fourth quarter of the fiscal year ended March 31, 2025, the Starz Business changed the extent of allocations and method of attribution of certain costs to its segments. Accordingly, the following amounts were allocated to Starz Networks in fiscal 2024 to conform to the current period presentation: COVID related benefits of $1.1 million.

Direct operating expenses increased in the fiscal year ended March 31, 2025 due to increases at Starz Networks of $11.9 million, partially offset by a decrease in International of $2.6 million. The increase in Starz Networks direct operating expenses was due primarily to an increase of $123.1 million related to our programming output agreements, partially offset by lower programming cost amortization of $107.2 million related to our Starz Originals.

Distribution and Marketing Expenses. Distribution and marketing expenses by segment and outside our segment were as follows for the fiscal years ended March 31, 2025 and March 31, 2024:

Year Ended March 31,

Increase (Decrease)

2025

2024

Amount

Percent

(Amounts in millions)

Distribution and marketing expenses

Starz Networks

$

378.5 

$

420.0 

$

(41.5)

(9.9)

%

International

2.5 

2.8 

(0.3)

(10.7)

%

Share-based compensation expense

0.8 

0.8 

— 

— 

%

$

381.8 

$

423.6 

$

(41.8)

(9.9)

%

Distribution and marketing expenses decreased in the fiscal year ended March 31, 2025 primarily due to a decrease in direct response and originals advertising and marketing costs as compared to the fiscal year ended March 31, 2024 due to fewer tentpole Original series in the fiscal year ended March 31, 2025.

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General and Administrative Expenses. General and administrative expenses by segment and outside our segment were as follows for the fiscal years ended March 31, 2025 and 2024:

Year Ended

March 31,

Increase (Decrease)

2025

% of Revenue

2024

% of Revenue

Amount

Percent

(Amounts in millions)

General and administrative expenses

Starz Networks(1)

$

85.3 

$

106.8 

$

(21.5)

(20.1)

%

International

2.6 

2.7 

(0.1)

(3.7)

%

Share-based compensation expense

13.9 

19.7 

(5.8)

(29.4)

%

Total general and administrative expenses

$

101.8 

7.4 

%

$

129.2 

9.3 

%

$

(27.4)

(21.2)

%

_______________________

(1)During the fourth quarter of the fiscal year ended March 31, 2025, the Starz Business changed the extent of allocations and method of attribution of certain costs to its segments. Accordingly, the following amount was allocated to Starz Networks in fiscal 2024 to conform to the current period presentation: purchase accounting and related adjustments of $0.3 million.

General and administrative expenses decreased $21.5 million in the fiscal year ended March 31, 2025, as compared to fiscal 2024, resulting from decreased Starz Networks general and administrative expenses, corporate allocations from Old Lionsgate and a decrease in share-based compensation expense.

For purposes of preparing the combined financial statements on a carve-out basis, the Company has been allocated a portion of Old Lionsgate's total corporate expenses which are included in general, administrative and expenses. Corporate allocated expenses decreased $23.3 million in the fiscal year ended March 31, 2025, resulting primarily from a decrease in corporate incentive-based compensation.

Certain of our employees participate in the share-based compensation plans sponsored by Old Lionsgate. Old Lionsgate share-based compensation awards granted to employees of the Company are reflected in parent net investment within the combined statements of equity at the time they are expensed. The combined statements of operations also include an allocation of Old Lionsgate corporate and shared employee share-based compensation expenses. The following table presents share-based compensation expense by financial statement line item:

Year Ended

March 31,

2025

2024

(Amounts in millions)

Share-based compensation expense included in:

Direct operating expense

2.8 

2.7 

Distribution and marketing expense

0.8 

0.8 

General and administrative expense(1)

$

13.9 

$

19.7 

Restructuring and other (2)

0.5 

1.4 

Total share-based compensation expense

$

18.0 

$

24.6 

_______________________

(1)Includes share-based compensation expense related to the allocation of Old Lionsgate corporate and shared employee share-based compensation expenses of $0.7 million and $5.6 million in the fiscal years ended March 31, 2025 and March 31, 2024, respectively.

(2)Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

Depreciation and Amortization Expense. Depreciation and amortization of $170.3 million for the fiscal year ended March 31, 2025 increased $8.5 million from $161.8 million in the fiscal year ended March 31, 2024, due primarily to increased amortization expense of $8.0 million associated with the change in estimated useful life of the Starz trade names.

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Restructuring and Other. Restructuring and other decreased $40.7 million in the fiscal year ended March 31, 2025 as compared to the fiscal year ended March 31, 2024, and includes restructuring and severance costs, and certain transaction and other costs, when applicable. Restructuring and other costs were as follows for the fiscal years ended March 31, 2025 and March 31, 2024 (see Note 13, Restructuring and Other, to our audited combined financial statements for further details):

Year Ended March 31,

Increase (Decrease)

2025

2024

Amount

Percent

(Amounts in millions)

Restructuring and other:

Content impairments(1)

$

156.4 

$

213.0 

$

(56.6)

(26.6)

%

Severance(2)

Cash

2.9 

5.4 

(2.5)

(46.3)

%

Accelerated vesting of equity awards

0.5 

1.4 

(0.9)

n/a

Total severance costs

3.4 

6.8 

(3.4)

(50.0)

%

Transaction and other costs(3)

24.3 

5.0 

19.3 

nm

$

184.1 

$

224.8 

$

(40.7)

(18.1)

%

_______________________

nm - Percentage not meaningful.

(1)The Company recorded content impairment charges in the fiscal years ended March 31, 2025 and March 31, 2024 as a result of the Company's strategic review of content performance across Starz's platforms. See Note 13, Restructuring and Other, to our audited combined financial statements for further details.

(2)Severance costs were primarily related to restructuring activities and other cost-saving initiatives attributable to continuing operations.

(3)Transaction and related costs in the fiscal years ended March 31, 2025 and March 31, 2024, reflect transaction, integration and legal costs incurred associated with the Separation, certain strategic transactions, restructuring activities and legal matters.

Interest Expense. Interest expense of $45.6 million in fiscal 2025 decreased $1.6 million from fiscal 2024 due primarily to lower interest expense on the 5.5% Senior Notes due to reductions in the amounts outstanding as discussed under Gain (Loss) on Extinguishment of Debt below. The following table sets forth the components of interest expense for the fiscal years ended March 31, 2025 and March 31, 2024:

Year Ended

March 31,

2025

2024

(Amounts in millions)

Interest Expense

Cash Based:

Senior Notes

$

39.3 

$

39.8 

Other

2.5 

4.2 

41.8 

44.0 

Amortization of financing costs and other non-cash interest

3.8 

3.2 

Total interest expense

$

45.6 

$

47.2 

In connection with the completion of the Separation, the Exchange Notes, with an aggregate outstanding principal of $389.9 million, became obligations of New Lionsgate. The Company entered into new financing arrangements upon completion of the Separation. See Note 18, Subsequent Events, to our audited combined financial statements for further detail.

 Interest and Other Income. Interest and other income of $4.9 million for the fiscal year ended March 31, 2025 increased by $1.4 million compared to interest and other income of $3.5 million for the fiscal year ended March 31, 2024, related to guarantee fees received in the fiscal year ended March 31, 2025.

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Table of Contents

Other Expense. Other expense of $7.2 million for the fiscal year ended March 31, 2025 decreased by $0.3 million compared to other expense of $7.5 million for the fiscal year ended March 31, 2024, and represented the loss recorded related to our monetization of accounts receivable program. See Note 16, Additional Financial Information, to our audited combined financial statements for further details.

Gain (Loss) on Extinguishment of Debt. The loss on extinguishment of debt of $5.6 million for fiscal 2025 is related to the write-off of debt issuance costs associated with the 5.5% Senior Note exchange.

The gain on extinguishment of debt of $21.2 million for fiscal 2024 was associated with the repurchase of $85.0 million principal amount of the 5.5% Senior Notes at a discount. See Note 6, Debt, to our audited combined financial statements for further details.

Income Tax Benefit. We had an income tax benefit of $8.6 million in the fiscal year ended March 31, 2025, compared to an income tax benefit of $128.9 million in the fiscal year ended March 31, 2024. Our income tax provision differs from the U.S. federal statutory rate multiplied by pre-tax income (loss) due to the income tax effects of goodwill and intangible asset impairments, state income taxes, and changes in the valuation allowance against our deferred tax assets. Our income tax provisions for the fiscal years ended March 31, 2025 and March 31, 2024 were also impacted by charges for interest and the change in uncertain tax benefits due to the expiration of statutes of limitations and additional settlements with tax authorities.

As computed on a separate return basis, with the combined historical results of the Company presented on a managed basis as discussed in Basis of Presentation above, for the fiscal year ended March 31, 2025, the Company had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $389.5 million, of which approximately $157.8 million would be subject to expiration in 2038, and the remainder would carry forward indefinitely. Additionally, for the fiscal year ended March 31, 2025, the Company had state NOLs of approximately $331.5 million, which would expire in varying amounts beginning in 2027, and foreign net operating loss carryforwards in various jurisdictions, including Canada, India, and Luxembourg of $55.2 million, $33.7 million, and $404.1 million, respectively, which would expire in varying amounts beginning in 2030. The Company also had U.S. federal credit carryforwards related to foreign taxes paid of $9.1 million that would expire beginning in 2027. However, under the managed basis of presentation of the Company, the combined historical results exclude certain income, deductions and other items and therefore, for purposes of these combined financial statements, these items are not reflected in the calculations of net operating loss and tax credit carryforwards of the Company. As a result, the actual net operating loss and tax credit carryforwards of the Company after the Separation may differ (i.e., will be lower in U.S. and Canada, and higher in Luxembourg) than those otherwise stated above.

Net Loss from Continuing Operations. Net loss from continuing operations for the fiscal year ended March 31, 2025 was $215.3 million. This compares to net loss from continuing operations for the fiscal year ended March 31, 2024 of $804.6 million.

Adjusted OIBDA and Non-GAAP Measures

Adjusted OIBDA is defined as operating income (loss) before depreciation and amortization, adjusted for share-based compensation, restructuring and other costs, and unusual gains or losses (such as goodwill and intangible asset impairment), when applicable.

•Depreciation and amortization as presented on our combined statement of operations.

•Share-based compensation represents share-based compensation excluding the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements, which are included in restructuring and other expenses, when applicable.

•Restructuring and other includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable.

Overall: This measure is a non-GAAP financial measure as defined in Regulation G promulgated by the SEC and is in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP.

We use this non-GAAP measure, among other measures, to evaluate the operating performance of our business. We believe this measure provides useful information to investors regarding our results of operations before non-operating items. Adjusted OIBDA is considered an important measure of the Company’s performance because this measure eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses, are infrequent in occurrence, and in some cases are non-cash expenses.

This non-GAAP measure is commonly used in the entertainment industry and by financial analysts and others who follow the industry to measure operating performance. However, not all companies calculate this measure in the same

45

Table of Contents

manner and the measure as presented may not be comparable to similarly titled measures presented by other companies due to differences in the methods of calculation and excluded items.

A general limitation of this non-GAAP financial measure is that it is not prepared in accordance with U.S. generally accepted accounting principles. This measure should be reviewed in conjunction with the relevant GAAP financial measures and is not presented as an alternative measure of operating loss.

Year Ended

March 31,

2025

2024

Actual

Actual

Operating loss

$

(170.4)

$

(903.5)

Depreciation and amortization

170.3 

161.8 

Restructuring and other

184.1 

224.8 

Goodwill impairment and intangible asset impairment

— 

663.9 

Share-based compensation expense(1)

17.5 

23.2 

Adjusted OIBDA

$

201.5 

$

170.2 

_______________________

(1)    Share-based compensation expense for the fiscal years ended in March 31, 2025 and March 31, 2024 includes $18.0 million and $24.6 million, respectively, in operating expenses but excludes $0.5 million and $1.4 million, respectively, which are included in Restructuring and other expenses and are related to the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements. See Note 11, Share-Based Compensation, to our audited combined financial statements for further details.

The following table sets forth Adjusted OIBDA by segment:

Year Ended

Year Ended

March 31, 2025

March 31, 2024

Starz Networks

International

Total

Starz Networks

International

Total

(Amounts in millions)

Revenue

$

1,356.3 

$

13.3 

$

1,369.6 

$

1,382.7 

$

9.7 

$

1,392.4 

Direct operating(1)

(690.7)

(8.5)

(699.2)

(678.8)

(11.1)

(689.9)

Distribution & marketing(2)

(378.5)

(2.5)

(381.0)

(420.0)

(2.8)

(422.8)

General and administrative(3)

(85.3)

(2.6)

(87.9)

(106.8)

(2.7)

(109.5)

Adjusted OIBDA

$

201.8 

$

(0.3)

$

201.5 

$

177.1 

$

(6.9)

$

170.2 

_______________________

(1)Direct operating expenses exclude $2.8 million in the fiscal year ended March 31, 2025 and $2.7 million in the fiscal year ended March 31, 2024 of share-based compensation expense.

(2)Distribution and marketing expenses exclude $0.8 million in the fiscal year ended March 31, 2025 and $0.8 million in the fiscal year ended March 31, 2024 of share-based compensation expense.

(3)General and administrative expenses exclude $13.9 million in the fiscal year ended March 31, 2025 and $19.7 million in the fiscal year ended March 31, 2024 of share-based compensation expense.

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Table of Contents

Fiscal 2024 Compared to Fiscal 2023

Combined Results of Operations

The following table sets forth our combined results of operations from continuing operations for the fiscal years ended March 31, 2024 and March 31, 2023.

Year Ended

March 31,

Increase (Decrease)

2024

2023

Amount

Percent

(Amounts in millions)

Revenue

Starz Networks

$

1,382.7 

$

1,413.1 

$

(30.4)

(2.2)

%

International

9.7 

9.4 

0.3 

3.2 

%

Total revenue

1,392.4 

1,422.5 

(30.1)

(2.1)

%

Expenses:

Direct operating

692.6 

715.9 

(23.3)

(3.3)

%

Distribution and marketing

423.6 

423.5 

0.1 

— 

%

General and administration

129.2 

124.0 

5.2 

4.2 

%

Depreciation and amortization

161.8 

155.7 

6.1 

3.9 

%

Restructuring and other

224.8 

89.9 

134.9 

150.1 

%

Goodwill and intangible asset impairment

663.9 

1,261.7 

(597.8)

(47.4)

%

Total expenses

2,295.9 

2,770.7 

(474.8)

(17.1)

%

Operating loss

(903.5)

(1,348.2)

444.7 

(33.0)

%

Interest expense

(47.2)

(58.6)

11.4 

(19.5)

%

Interest and other income

3.5 

0.6 

2.9 

nm

Other expense

(7.5)

(6.7)

(0.8)

11.9 

%

Gain (loss) on extinguishment of debt

21.2 

58.7 

(37.5)

(63.9)

%

Loss from continuing operations before income taxes

(933.5)

(1,354.2)

420.7 

(31.1)

%

Income tax benefit

128.9 

18.3 

110.6 

nm

Net loss from continuing operations

$

(804.6)

$

(1,335.9)

$

531.3 

(39.8)

%

Net loss from discontinued operations, net of income taxes

(110.6)

(535.1)

424.5 

(79.3)

%

Net loss

$

(915.2)

$

(1,871.0)

$

955.8 

(51.1)

%

_______________________

nm - Percentage not meaningful.

47

Table of Contents

Subscriber Data. The number of period-end service subscribers is a key metric which management uses to evaluate a non-ad supported subscription video service. We believe this key metric provides useful information to investors as a growing or decreasing subscriber base is a key indicator of the health of the overall business. Service subscribers may impact revenue differently depending on specific distribution agreements we have with our distributors which may include a rate per STARZ subscriber, rates per basic video household or fixed fees. The table below sets forth, for the periods presented, subscriptions to our Starz Networks and International services.

March 31,

March 31,

2024

2023

(Amounts in millions)

Starz Networks

OTT Subscribers

13.38 

12.95 

Linear Subscribers

8.42 

9.83 

Total

21.80 

22.78 

International

OTT Subscribers

2.52 

2.77 

Total Starz

OTT Subscribers

15.90 

15.72 

Linear Subscribers

8.42 

9.83 

Total Starz Subscribers

24.32 

25.55 

Revenue. Combined revenue decreased $30.1 million reflecting a decrease of $30.4 million at Starz Networks, partially offset by an increase of $0.3 million at International. The decrease in Starz Networks revenue reflects declines in revenue of $81.5 million from traditional linear services, which were offset by higher OTT revenue of $52.9 million resulting from a price increase initiated at the end of June 2023 and fully implemented during the quarter ended September 30, 2023, and growth in OTT subscribers of 0.43 million since March 31, 2023.

During the fiscal years ended March 31, 2024 and March 31, 2023, the following original series premiered on STARZ:

Year Ended March 31, 2024

Year Ended March 31, 2023

Title

Premiere Date

Title

Premiere Date

First Quarter:

First Quarter:

Blindspotting Season 2

April 14, 2023

Gaslit

April 24, 2022

Run the World Season 2

May 26, 2023

P-Valley Season 2

June 3, 2022

Outlander Season 7A

June 16, 2023

Becoming Elizabeth Season 1

June 12, 2022

Who is Ghislaine Maxwell

June 26, 2022

Second Quarter:

Second Quarter:

Minx Season 2

July 21, 2023

Power Book III: Raising Kanan Season 2

August 14, 2022

Heels Season 2

July 28, 2023

Serpent Queen Season 1

September 11, 2022

Men in Kilts Season 2

August 11, 2023

Power Book IV: Force Season 2

July 28, 2023

Third Quarter:

Third Quarter:

Step Up Season 3

October 16, 2022

Shining Value Season 2

October 13, 2023

Dangerous Liaisons Season 1

November 6, 2022

Power Book III: Raising Kanan Season 3

December 1, 2023

Fourth Quarter:

Fourth Quarter:

BMF - Black Mafia Family Season 2

January 6, 2023

Hightown Season 3

January 26, 2024

Party Down Season 3

February 24, 2023

BMF - Black Mafia Family Season 3

March 1, 2024

Power Book II: Ghost Season 3

March 17, 2023

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Table of Contents

Direct Operating and Distribution and Marketing Expenses. Direct operating expenses primarily represent programming cost amortization, programming related salaries, residual expenses and development. Distribution and marketing expenses primarily includes advertising and marketing costs and operating costs for the distribution of the services. The level of programming cost amortization and advertising and marketing costs and thus the gross contribution margin for Starz Networks can fluctuate from period to period depending on the number of new original series and first-run output theatrical movies premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere.

Direct Operating Expenses. Direct operating expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2024 and March 31, 2023:

Year Ended March 31,

2024

2023

Increase (Decrease)

Amount

% of Segment Revenue

Amount

% of Segment Revenue

Amount

Percent

(Amounts in millions)

Direct operating expenses

Starz Networks

$

678.8 

49.1 

%

$

705.4 

49.9 

%

$

(26.6)

(3.8)

%

International

11.1 

114.4 

%

9.0 

95.7 

%

2.1 

23.3 

%

Share-based compensation expense

2.7 

n/a

1.5 

n/a

1.2 

80.0 

%

$

692.6 

49.7 

%

$

715.9 

50.3 

%

$

(23.3)

(3.3)

%

_______________________

(1)During the fourth quarter of the fiscal year ended March 31, 2025, the Company changed the extent of allocations and method of attribution of certain costs to its segments. Accordingly, the following amounts were allocated to Starz Networks in fiscal year ended March 31, 2024 to conform to the current period presentation: a benefit of $0.1 million, reflecting COVID related costs net of insurance recoveries of $0.2 million (fiscal year ended March 31, 2023 - benefit of $2.8 million, net of insurance recoveries of $5.6 million).

Direct operating expenses decreased in the fiscal year ended March 31, 2024, due to decreases at Starz Networks of $26.6 million, partially offset by an increase in International of $2.1 million. The decrease in Starz Networks direct operating expenses was due primarily to lower programming cost amortization of $27.9 million related to library content, $16.3 million related to theatrical releases under our programming output agreements, partially offset by an increase of $12.0 million related to our Starz Originals, and a benefit in the fiscal year ended March 31, 2023 of $10.0 million associated with the modification of a content licensing arrangement.

Distribution and Marketing Expenses. Distribution and marketing expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2024 and March 31, 2023:

Year Ended March 31,

Increase (Decrease)

2024

2023

Amount

Percent

(Amounts in millions)

Distribution and marketing expenses

Starz Networks

$

420.0 

$

418.5 

$

1.5 

0.4 

%

International

2.8 

4.2

(1.4)

(33.3)

%

Share-based compensation expense

0.8 

0.8

— 

— 

%

$

423.6 

$

423.5 

$

0.1 

— 

%

Distribution and marketing expenses in the fiscal year ended March 31, 2024 were comparable to distribution and marketing expenses in the fiscal year ended March 31, 2023.

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Table of Contents

General and Administrative Expenses. General and administrative expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2024 and March 31, 2023:

Year Ended

March 31,

Increase (Decrease)

2024

% of Revenue

2023

% of Revenue

Amount

Percent

(Amounts in millions)

General and administrative expenses

Starz Networks

$

106.8 

$

97.9 

$

8.9 

9.1 

%

International

2.7 

2.7 

— 

— 

%

Share-based compensation expense

19.7 

23.4 

(3.7)

(15.8)

%

Total general and administrative expenses

$

129.2 

9.3 

%

$

124.0 

8.7 

%

$

5.2 

4.2 

%

_______________________

(1)During the fourth quarter of the fiscal year ended March 31, 2025, the Company changed the extent of allocations and method of attribution of certain costs to its segments. Accordingly, the following amount was allocated to Starz Networks in the fiscal years ended March 31, 2024 and March 31, 2023 to conform to the current period presentation: purchase accounting and related adjustments of $0.3 million and $0.5 million, respectively.

General and administrative expenses increased in the fiscal year ended March 31, 2024, resulting from increased Starz Networks general and administrative expenses and corporate allocations from Old Lionsgate, partially offset by decreases in International and share-based compensation expense. Starz Networks general and administrative expenses in the fiscal year ended March 31, 2024 increased $8.9 million from the fiscal year ended March 31, 2023, driven by increased incentive compensation.

For purposes of preparing the combined financial statements on a carve-out basis, the Company has been allocated a portion of Old Lionsgate's total corporate expenses and are included in general, administrative and expenses. Corporate allocated expenses increased $3.7 million in the fiscal year ended March 31, 2024, resulting primarily from an increase in corporate incentive-based compensation.

Certain of our employees participate in the share-based compensation plans sponsored by Old Lionsgate. Old Lionsgate share-based compensation awards granted to employees of the Company are reflected in parent net investment within the combined statements of equity at the time they are expensed. The combined statements of operations also include an allocation of Old Lionsgate corporate and shared employee share-based compensation expenses. The following table presents share-based compensation expense by financial statement line item:

Year Ended

March 31,

2024

2023

(Amounts in millions)

Share-based compensation expense included in:

General and administrative expense (1)

$

19.7 

$

23.4 

Restructuring and other (2)

1.4 

— 

Direct operating expense

2.7 

1.5 

Distribution and marketing expense

0.8 

0.8 

Total share-based compensation expense

$

24.6 

$

25.7 

_______________________

(1)Includes share-based compensation expense related to the allocation of Old Lionsgate corporate and shared employee share-based compensation expenses of $5.6 million and $9.7 million in the fiscal years ended March 31, 2024 and March 31, 2023, respectively.

(2)Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

Depreciation and Amortization Expense. Depreciation and amortization of $161.8 million for the fiscal year ended March 31, 2024 increased $6.1 million from $155.7 million in the fiscal year ended March 31, 2023 due to increased amortization expense of $4.0 million associated with the change in estimated useful life of the Starz trade names.

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Restructuring and Other. Restructuring and other increased $134.9 million in the fiscal year ended March 31, 2024 as compared to the fiscal year ended March 31, 2023, and includes restructuring and severance costs, and certain transaction and other costs, when applicable. Restructuring and other costs were as follows for the fiscal years ended March 31, 2024 and March 31, 2023 (see Note 13, Restructuring and Other, to our audited combined financial statements for further details):

Year Ended March 31,

Increase (Decrease)

2024

2023

Amount

Percent

(Amounts in millions)

Restructuring and other:

Content impairments(1)

$

213.0 

$

87.6 

$

125.4 

143.2 

%

Severance(2)

6.8 

4.2 

2.6 

61.9 

%

Transaction and other costs (benefits)(3)

5.0 

(1.9)

6.9 

(363.2)

%

$

224.8 

$

89.9 

$

134.9 

150.1 

%

_______________________

(1)The Company recorded content impairment charges in the fiscal years ended March 31, 2024 and March 31, 2023 as a result of the Company's strategic review of content performance across Starz's platforms. See Note 13, Restructuring and Other, to our audited combined financial statements for further details.

(2)Severance costs were primarily related to restructuring activities and other cost-saving initiatives attributable to continuing operations.

(3)Transaction and related costs in the fiscal years ended March 31, 2024 and March 31, 2023 reflect transaction, integration and legal costs incurred associated with the Separation, certain strategic transactions, restructuring activities and legal matters. In the fiscal year ended March 31, 2023, these amounts include a benefit of $11.0 million for the settlement of a legal matter.

Interest Expense. Interest expense of $47.2 million in the fiscal year ended March 31, 2024 decreased $11.4 million from the fiscal year ended March 31, 2023 due primarily to lower interest expense on the 5.5% Senior Notes due to reductions in the amounts outstanding as discussed under Gain on Extinguishment of Debt below. The following table sets forth the components of interest expense for the fiscal years ended March 31, 2024 and March 31, 2023:

Year Ended

March 31,

2024

2023

(Amounts in millions)

Interest Expense

Cash Based:

Senior Notes

$

39.8 

$

51.8 

Other

4.2 

2.9 

44.0 

54.7 

Amortization of financing costs and other non-cash interest

3.2 

3.9 

Total interest expense

$

47.2 

$

58.6 

In connection with the completion of the Separation, the Exchange Notes, with an aggregate outstanding principal of $389.9 million, became obligations of the LG Studios Business. The Company entered into new financing arrangements upon completion of the Separation. See Note 18, Subsequent Events, to our audited combined financial statements for further details.

Interest and Other Income. Interest and other income of $3.5 million for the fiscal year ended March 31, 2024 increased by $2.9 million compared to interest and other income of $0.6 million for the fiscal year ended March 31, 2023, due to interest received on net operating loss carryforwards and carryback claims in the fiscal year ended March 31, 2024.

Other Expense. Other expense of $7.5 million for the fiscal year ended March 31, 2024 increased by $0.8 million compared to other expense of $6.7 million for the fiscal year ended March 31, 2023, and represented the loss recorded related to our monetization of accounts receivable program. See Note 16, Additional Financial Information, to our audited combined financial statements for further details.

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Gain on Extinguishment of Debt. Gain on extinguishment of debt of $21.2 million for the fiscal year ended March 31, 2024 was associated with the repurchase of $85.0 million principal amount of the 5.5% Senior Notes at a discount.

Gain on extinguishment of debt of $58.7 million for the fiscal year ended March 31, 2023 was associated with the repurchase of $200.0 million principal amount of the 5.5% Senior Notes at a discount. See Note 6, Debt, to our audited combined financial statements for further details.

Income Tax Benefit. We had an income tax benefit of $128.9 million in the fiscal year ended March 31, 2024, compared to an income tax benefit of $18.3 million in the fiscal year ended March 31, 2023. Our income tax benefit differs from the U.S. federal statutory rate multiplied by pre-tax income (loss) due to the income tax effects of goodwill and intangible asset impairments, state income taxes, and changes in the valuation allowance against our deferred tax assets. Our income tax provision for the fiscal years ended March 31, 2024 and March 31, 2023 were also impacted by charges for interest and the change in uncertain tax benefits due to the expiration of statutes of limitations and additional settlements with tax authorities.

Net Loss from Continuing Operations. Net loss from continuing operations for the fiscal year ended March 31, 2024 was $804.6 million. This compares to net loss from continuing operations for the fiscal year ended March 31, 2023 of $1,335.9 million.

Adjusted OIBDA and Non-GAAP Measures

See introduction to this section above under “Fiscal 2025 Compared to Fiscal 2024—Adjusted OIBDA and Non-GAAP Measures” for further information regarding the Company's Adjusted OIBDA disclosures and related non-GAAP measures.

The following table reconciles the GAAP measure, operating income, to the non-GAAP measure, Adjusted OIBDA, for the fiscal years ended March 31, 2024 and March 31, 2023. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based statement of operations in the preceding section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations which discusses combined results of operations.

Year Ended

March 31,

2024

2023

Actual

Actual

Operating income/(loss)

$

(903.5)

$

(1,348.2)

Depreciation and amortization

161.8 

155.7 

Restructuring and other

224.8 

89.9 

Goodwill impairment and intangible asset impairment

663.9 

1,261.7 

Share-based compensation expense(1)

23.2 

25.7 

Adjusted OIBDA

$

170.2 

$

184.8 

_______________________

(1)Share-based compensation expense for the fiscal year ended in March 31, 2024 includes $24.6 million in operating expenses but excludes $1.4 million, which is included in Restructuring and other expenses and is related to the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements. See Note 11, Share-Based Compensation, to our audited combined financial statements for further details.

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The following table sets forth Adjusted OIBDA by segment:

Year Ended

Year Ended

March 31, 2024

March 31, 2023

Starz Networks

International

Total

Starz Networks

International

Total

(Amounts in millions)

Revenue

$

1,382.7 

$

9.7 

$

1,392.4 

$

1,413.1 

$

9.4 

$

1,422.5 

Direct operating(1)

(678.8)

(11.1)

(689.9)

(705.4)

(9.0)

(714.4)

Distribution & marketing(2)

(420.0)

(2.8)

(422.8)

(418.5)

(4.2)

(422.7)

General and administrative(3)

(106.8)

(2.7)

(109.5)

(97.9)

(2.7)

(100.6)

Adjusted OIBDA

$

177.1 

$

(6.9)

$

170.2 

$

191.3 

$

(6.5)

$

184.8 

_______________________

(1)Direct operating expenses exclude $2.7 million in the fiscal year ended March 31, 2024 and $1.5 million in the fiscal year ended March 31, 2023 of share-based compensation expense.

(2)Distribution and marketing expenses exclude $0.8 million in the fiscal year ended March 31, 2024 and $0.8 million in the fiscal year ended March 31, 2023 of share-based compensation expense.

(3)General and administrative expenses exclude $19.7 million in the fiscal year ended March 31, 2024 and $23.4 million in the fiscal year ended March 31, 2023 of share-based compensation expense.

Liquidity and Capital Resources

Sources of Cash

Our liquidity and capital resources for the fiscal year ended March 31, 2025 were provided principally through cash generated from operations, our programming related obligations (as further discussed below), the monetization of trade accounts receivable, parent net investments and following the Studio Separation, the Intercompany Revolver and the Old Lionsgate Revolving Credit Facility (each defined below). As of March 31, 2025 and March 31, 2024 we had cash and cash equivalents of $17.8 million and $23.0 million, respectively.

However, as discussed above, prior to the Studio Separation, we operated within Old Lionsgate’s cash management structure, which used a centralized approach to cash management and financing of our operations. These arrangements are not reflective of the manner in which we would have financed our operations had we been an independent company during the periods presented.

In connection with the Separation, the Company entered into a new credit agreement which provides for a $300.0 million senior secured term loan and a $150.0 million senior secured revolving credit facility. New Lionsgate also assumed the Exchange Notes, as described below, and pursuant to the terms of the agreement the Company was released and discharged of such obligations.

Exchange Notes and Existing Notes

At March 31, 2025 and March 31, 2024, we had $715.0 million and $715.0 million, respectively, outstanding of 5.5% senior notes due 2029 (the “5.5% Senior Notes”).

As discussed in Note 6 to our audited combined financial statements, on May 8, 2024, Lions Gate Capital Holdings 1, Inc. ("LGCH1"), a Delaware corporation and an indirect, wholly-owned subsidiary of Old Lionsgate and a Starz company, issued $389.9 million aggregate principal amount of the 5.5% exchange notes due 2029 (the “Exchange Notes”). The Exchange Notes were exchanged for an equivalent amount of the 5.5% Senior Notes. The Exchange Notes initially bore interest at 5.5% annually and mature April 15, 2029, with the interest rate having increased to 6.0% and the maturity date having been extended to April 15, 2030 effective upon completion of the Separation. The Exchange Notes may be redeemed, in whole at any time, or in part from time to time, at certain specified redemption prices set forth in the indenture governing the Exchange Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The Exchange Notes and 5.5% Senior Notes and related interest expense are reflected in the Company’s combined financial statements. As described above, upon completion of the Separation, the Exchange Notes became obligations solely of New Lionsgate and are no longer reflected in the Company’s financial statements.

See Note 6, Debt, to our audited combined financial statements for a discussion of our corporate debt.

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Old Lionsgate Revolving Credit Facility

Following the Studio Separation, $150.0 million of Old Lionsgate’s revolving credit facility, which provides for borrowings and letters of credit up to an aggregate of $1.25 billion, became available to the Company (the “Old Lionsgate Revolving Credit Facility”). At March 31, 2025, there were no amounts outstanding and, accordingly, there was $150.0 million under Old Lionsgate's revolving credit facility available to the Company. In connection with the Separation, all outstanding obligations in respect of principal, interest and fees under the Old Lionsgate Revolving Credit Facility, were repaid in full and all commitments thereunder were terminated.

See Note 6 to our audited combined financial statements for a discussion of the Old Lionsgate Revolving Credit Facility.

Intercompany Revolver

In connection with the Studio Separation, on May 13, 2024, LGAC International LLC, a Delaware limited liability company and wholly owned subsidiary of Lionsgate Studios (“LGAC International”), and LGCH1 (which was renamed Starz Capital Holdings 1, Inc. at Separation), entered into a revolving credit agreement (the “Intercompany Revolver”), pursuant to which LGAC International and LGCH1 agreed to make revolving loans to each other from time to time provided that the net amount owing by one party to the other at any particular time may not exceed $150.0 million. There was $81.6 million outstanding and due to LGCH1 at March 31, 2025. In connection with the Separation, all outstanding obligations in respect of principal, interest and fees under the Intercompany Revolver were repaid in full and all commitments thereunder were terminated.

See Note 17, Related Party Transactions, to our audited combined financial statements for a discussion of our Intercompany Revolver.

Programming Related Obligations

We utilize our programming related obligations to fund certain of our film and television productions or licenses during production through the time the program airs on the STARZ app and STARZ branded linear networks. Our programming related obligations at March 31, 2025 include programming notes. Programming notes represent individual loans for the license of certain of our film and television programs. The Company had $90.7 million of programming notes outstanding at March 31, 2025 with repayment dates in April 2025. No amounts were outstanding at March 31, 2024.

See Note 7, Additional Financial Information, to our audited combined financial statements for a discussion of our programming related obligations.

Accounts Receivable Monetization

Our accounts receivable monetization program includes individual agreements to monetize certain of our trade accounts receivable directly with third-party purchasers.

See Note 16 to our audited combined financial statements for a discussion of our accounts receivable monetization program.

Uses of Cash

As a stand-alone company, our principal uses of cash include payments for licensing, acquisition, and production of our programming content, distribution and marketing expenditures and general and administrative expenses. We also use cash for debt service (i.e. principal and interest payments) requirements, capital expenditures, and acquisitions of or investment in businesses.

We may from time to time seek to retire or purchase or refinance our outstanding debt through cash purchases,in open market purchases, privately negotiated transactions, refinancings, or otherwise. Such repurchases or exchanges or refinancings, if any, will depend on prevailing market conditions, our liquidity requirements, our assessment of opportunities to lower interest expense, contractual restrictions and other factors, and such repurchases or exchanges could result in a gain or loss from the early extinguishment of debt. The amounts involved may be material.

Anticipated Cash Requirements. The nature of our business is such that significant initial expenditures are required to acquire, and market our programming content, while revenue from our programming content are earned over an extended period of time after their acquisition.

Under the current restructuring plan and ongoing strategic content review, the net future cash outlay from continuing operations, for charges recorded through March 31, 2025 is estimated to range from approximately $43 million to $47 million for contractual commitments on content in territories exited and payments on the remaining amounts payable for content removed from our services, net of estimated recoveries. As we continue to evaluate the Company's current

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restructuring plan in relation to the current micro and macroeconomic environment and the Separation, including further strategic review of content performance and its strategy on a territory-by-territory basis, we may decide to expand our restructuring plan and exit additional territories or remove certain content off the Starz platforms in the future. We may incur additional content impairment and other restructuring charges beyond the estimates above.

However, we currently believe that cash flow from operations, cash on hand, borrowings under our $150 million senior secured revolving credit facility, monetization of trade accounts receivable and other financing obligations, and available production loans or programming notes will be adequate to meet known operational cash and debt service (i.e. principal and interest payments) requirements for the next twelve months and beyond, including the funding of programming content including amounts under our originals licensing agreements, our agreements with New Lionsgate, programming output and library agreements, and future equity method or other investment funding requirements, if any. We monitor our cash flow liquidity, availability, fixed charge coverage, capital base, content spending and leverage ratios with the long-term goal of maintaining our credit worthiness.

Our current financing strategy is to fund operations and to leverage investments in programming content in the short-term and long-term through our cash flow from operations, our programming notes, the monetization of trade accounts receivable, and other financing obligations. In addition, we may acquire businesses or assets, including individual films or libraries that are complementary to our business. Any such transaction could be financed through our cash flow from operations, credit facilities, equity or debt financing. If additional financing beyond our existing cash flows from operations and credit facilities cannot fund such transactions, there is no assurance that such financing will be available on terms acceptable to us. Our ability to obtain any additional financing will depend on, among other things, our business plans, operating performance, the condition of the capital markets at the time we seek financing, and short and long-term debt ratings assigned by independent rating agencies. Additionally, circumstances related to inflation and rising interest rates has caused disruption in the capital markets, which could make financing more difficult and/or expensive, and we may not be able to obtain such financing. We may also dispose assets and use the net proceeds from such dispositions to fund operations or such acquisitions, or to repay debt.

As discussed elsewhere, the debt reflected in our combined financial statements represents a portion of the historical amounts for the consolidated Old Lionsgate businesses (representing Starz and other Old Lionsgate businesses), as we are the primary borrower of such indebtedness. As discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" above, upon the completion of the Separation, the Exchange Notes became obligations of New Lionsgate and are no longer reflected in the Company's financial statements. As discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" above, the Company entered into a new credit agreement in conjunction with the Separation. Accordingly, our combined financial statements may not necessarily be indicative of liquidity and capital resource conditions that would have existed if we had operated as a separate, unaffiliated entity.

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Material Cash Requirements from Known Contractual and Other Obligations

Our material cash requirements from known contractual and other obligations primarily relate to our corporate debt and programming related obligations. The following table sets forth our significant contractual and other obligations as of March 31, 2025 and the estimated timing of payment:

Total

Next 12 Months

Beyond 12 Months

(Amounts in millions)

Future annual repayment of debt and other obligations recorded as of March 31, 2025 (on-balance sheet arrangements) (1)

5.5% Senior Notes

$

715.0 

$

— 

$

715.0 

Programming related obligations

90.9 

90.7 

— 

Programming related payables

128.3 

101.8 

26.5 

Operating lease obligations

55.5 

9.8 

45.6 

989.7 

202.3 

787.1 

Contractual commitments by expected repayment date (off-balance sheet arrangements)

Programming related obligations commitments(2)

333.1 

190.7 

142.4 

Interest payments(3)

158.8 

39.3 

119.5 

Other contractual obligations

73.9 

44.7 

29.2 

Due to New Lionsgate

131.1 

120.6 

10.5 

696.9 

395.3 

301.6 

Total future repayment of debt and other commitments under contractual obligations

$

1,686.6 

$

597.6 

$

1,088.7 

 ___________________

(1)See Note 6, Debt, to our audited combined financial statements for further information on our corporate debt and financing transactions following the completion of the Separation. See Note 7, Programming Related Obligations, to our audited combined financial statements for further information on programming related and other obligations. See Note 8, Leases, to our audited combined financial statements for further information on leases.

(2)Programming related obligations commitments include distribution and marketing commitments and program rights commitments not reflected on our combined balance sheets as they did not then meet the criteria for recognition. See Note 15, Commitments and Contingencies, to our audited combined financial statements for further information.

(3)Includes cash interest payments on our corporate debt and programming related obligations. Cash interest payments on our programming related obligations are based on the applicable SOFR interest rates as of March 31, 2025.

We have an exclusive multiyear output licensing agreement with New Lionsgate for Lionsgate label titles theatrically released in the U.S. starting January 1, 2022, and for Summit label titles theatrically released in the U.S. starting January 1, 2023. We also have an exclusive multiyear post pay-one output licensing agreement with Universal for live-action films theatrically released in the U.S. starting January 1, 2022. The Universal agreement provides us with rights to exhibit these films immediately following their pay-one windows. The programming fees to be paid by us under these arrangements are based on the quantity and domestic theatrical exhibition receipts of qualifying films. We are unable to estimate the amounts to be paid under these agreements for films that have not yet been released in theaters, however, such amounts are expected to be significant.

We also have certain run-of-series licensing commitments. Such commitments would obligate us to license a future series of programming once the series is approved for production. We are unable to estimate the amounts to be paid under these commitments, however, such amounts may be significant.

For additional details of commitments and contingencies, see Note 15, Commitments and Contingencies, to our audited combined financial statements.

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Remaining Performance Obligations and Backlog

Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized and the cash received in the future (i.e., backlog). As disclosed in Note 10 to our audited combined financial statements, remaining performance obligations were $39.4 million as of March 31, 2025 ($28.5 million as of March 31, 2024).

Discussion of Operating, Investing, Financing Cash Flows

Fiscal 2025 Compared to Fiscal 2024 and Fiscal 2024 Compared to Fiscal 2023

Cash and cash equivalents decreased by $19.2 million for the fiscal year ended March 31, 2025, decreased by $24.6 million for the fiscal year ended March 31, 2024 and decreased by $52.7 million for the fiscal year ended March 31, 2023. Components of these changes are discussed below in more detail.

Operating Activities. Cash flows provided by (used in) operating activities attributable to continuing operations for the fiscal years ended March 31, 2025, 2024 and 2023 were as follows:

Year Ended

March 31,

2025 vs 2024

2024 vs 2023

2025

2024

2023

Net Change

Net Change

(Amounts in millions)

Net Cash Flows Provided by (Used In) Operating Activities - Continuing Operations

$

(39.4)

$

5.9 

$

(184.2)

$

(45.3)

$

190.1 

The increase in cash used in operating activities from continuing operations in the fiscal year ended March 31, 2025, compared to the fiscal year ended March 31, 2024 is primarily due to higher cash used in operating assets and liabilities of $13.4 million. The higher cash used in changes in operating assets and liabilities was primarily due to higher cash used in continuing operations for programming content, partially offset by an increase in programming related payables - see table below for net programming content spend. This increase was partially offset by a source of cash related to timing of receipts and payments of accounts receivable and accounts payable and accrued liabilities.

The decrease in cash used in operating activities from continuing operations in the fiscal year ended March 31, 2024, compared to the fiscal year ended March 31, 2023 is primarily due to lower cash used in operating assets and liabilities of $144.9 million. The lower cash used in changes in operating assets and liabilities was primarily driven by a decrease in cash used in continuing operations for programming content and an increase in programming related payables - see table below for net programming content spend. This decrease was partially offset by a use of cash related to timing of receipts and payments of accounts receivable and accounts payable and accrued liabilities.

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The table below details the cash used in operating activities for programming content spend, which is included in the Programming content, Programming related payables, due to LG Studios Business and Net Cash Flows Used in Operating Activities - Discontinued Operations line items in the combined statements of cash flows:

Year Ended

March 31,

2025

2024

2023

(Amounts in millions)

Starz Networks

$

(747.4)

$

(698.1)

$

(925.8)

International

(4.0)

(5.3)

(9.7)

Remaining shutdown operations(1)

(29.4)

— 

— 

Continuing operations

(780.8)

(703.4)

(935.5)

Discontinued operations

(10.4)

(284.2)

(223.0)

Cash used in operating activities for programming spend

$

(791.2)

$

(987.6)

$

(1,158.5)

___________________

(1)     The fiscal year ended March 31, 2025 includes $29.4 million of cash used in operating activities for programming content paid subsequent to the final shut down of the LIONSGATE+ business in May 2024, which is included in continuing operations within the combined statements of cash flow.

Investing Activities. Cash flows used in investing activities attributable to continuing operations for the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023 were as follows:

Year Ended

March 31,

2025 vs 2024

2024 vs 2023

2025

2024

2023

Net Change

Net Change

(Amounts in millions)

Net increase in loan receivable

$

(81.6)

$

— 

$

— 

$

(81.6)

$

— 

Capital expenditures

(17.6)

(20.4)

(34.3)

2.8 

13.9 

Net Cash Flows Used in Investing Activities - Continuing Operations

$

(99.2)

$

(20.4)

$

(34.3)

$

(78.8)

$

13.9 

Cash flows used in investing activities attributable to continuing operations for the fiscal year ended March 31, 2025 primarily reflects cash provided to the LG Studios Business through the Intercompany Revolver and cash used for capital expenditures. Cash flows used in investing activities attributable to continuing operations for the fiscal years ended March 31, 2024 and March 31, 2023 primarily reflect capital expenditures.

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Financing Activities. Cash flows provided by (used in) financing activities attributable to continuing operations for the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023 were as follows:

Year Ended

March 31,

2025 vs 2024

2024 vs 2023

2025

2024

2023

Net Change

Net Change

(Amounts in millions)

Debt - borrowings, net of debt issuance and redemption costs

$

412.1 

$

— 

$

— 

$

412.1 

$

— 

Debt - repayments and repurchases

(452.0)

(61.4)

(135.0)

(390.6)

73.6 

Net repayments and repurchases of debt

(39.9)

(61.4)

(135.0)

21.5 

73.6 

Programming notes - borrowings

310.4 

189.7 

103.9 

120.7 

85.8 

Programming notes - repayments

(219.8)

(272.5)

(116.5)

52.7 

(156.0)

Net proceeds from programming related obligations

90.6 

(82.8)

(12.6)

173.4 

(70.2)

Parent net investment

72.5 

129.5 

347.7 

(57.0)

(218.2)

Net Cash Flows Provided by (Used in) Financing Activities- Continuing Operations

$

123.2 

$

(14.7)

$

200.1 

$

137.9 

$

(214.8)

Cash flows provided by financing activities attributable to continuing operations for the fiscal year ended March 31, 2025 primarily reflects net programming notes' borrowings of $90.6 million, and parent net investment of $72.5 million, partially offset by net debt repayments and repurchases of $39.9 million. Cash flows provided by parent net investment for the fiscal year ended March 31, 2025 consists of cash pooling and general financing activities partially offset by cash received from parent for the licensing of content.

Net debt repayments in fiscal 2025 reflects the net borrowings under Old Lionsgate’s Revolving Credit Facility.

Cash flows used in financing activities attributable to continuing operations for the fiscal year ended March 31, 2024 primarily reflects net debt repurchases and repayments of $61.4 million (discussed in more detail below), and net program notes' borrowings of $82.8 million, partially offset by parent net investment of $129.5 million. Cash flows provided by parent net investment for the fiscal year ended March 31, 2024 consists of cash pooling and general financing activities partially offset by cash received from parent for the licensing of content.

Net debt repurchases and repayments of $61.4 million for the fiscal year ended March 31, 2024 included cash paid of $61.4 million for the repurchase of $85.0 million principal amount of the 5.5% Senior Notes.

Cash flows provided by financing activities attributable to continuing operations for the fiscal year ended March 31, 2023 primarily reflects net debt repayments and repurchases of $135.0 million, offset by parent net investment of $347.7 million. Net debt repurchases and repayments of $135.0 million for the fiscal year ended March 31, 2023 included the repurchase of $200.0 million principal amount of the 5.5% Senior Notes for $135.0 million. Cash flows provided by parent net investment for the fiscal year ended March 31, 2023 consists of net cash transfers from the parent to fund operations, including the licensing of content from the parent.

Discontinued Operations. Net cash provided by (used in) discontinued operations in the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023 of $(3.8) million, $4.6 million, and $(34.3) million, respectively, relates to the restructuring of the international LIONSGATE+ business.

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