SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 6-K
 REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 For the month of June, 2011
 Shaw Communications Inc.
  Suite 900, 630  3rd Avenue S.W., Calgary, Alberta T2P 4L4 (403) 750-4500
   o þ
 o
 o
  o þ




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SIGNATURE
  Date:
    
    June 29, 2011Shaw Communications Inc.
 By:
    
    /s/ Steve Wilson

Steve WilsonSr. V.P., Chief Financial OfficerShaw Communications Inc.




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NEWS RELEASE
 Shaw announces third quarter financial and operating results
 Calgary, Alberta (June 29, 2011) 1
 1
      1




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2
        2




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Investor.relations@sjrb.ca
 
 1
    
    See definitions and discussion under Key Performance Drivers in MD&A.2
    
    See reconciliation of Net Income in Consolidated Overview in MD&A  3




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##### 



Shaw Communications Inc.
 MANAGEMENTS DISCUSSION AND ANALYSIS
MAY 31, 2011
 June 29, 2011
 Certain statements in this report may constitute forward-looking statements. Included
herein is a Caution Concerning Forward-Looking Statements section which should be read in
conjunction with this report.
 The following should also be read in conjunction with Managements Discussion and Analysis
included in the Companys August 31, 2010 Annual Report including the Consolidated Financial
Statements and the Notes thereto and the unaudited interim Consolidated Financial Statements
and the Notes thereto of the current quarter.
 CONSOLIDATED RESULTS OF OPERATIONS
THIRD QUARTER ENDING MAY 31, 2011
 Selected Financial Highlights
 Three months ended May 31,
    
    
    Nine months ended May 31,Change
    
    
    
    
    
    
    
    
    
    
    Change($000s Cdn except per share amounts)
    
    2011
    
    
    2010
    
    
    %
    
    
    2011
    
    
    2010
    
    
    %Operations:Revenue
    
    
    1,284,688
    
    
    
    943,632
    
    
    
    36.1
    
    
    
    3,560,204
    
    
    
    2,778,708
    
    
    
    28.1Operating income before amortization
(1)
    
    
    579,575
    
    
    
    435,822
    
    
    
    33.0
    
    
    
    1,547,453
    
    
    
    1,335,599
    
    
    
    15.9Operating margin (1) (2) (3)
    
    
    45.1
    %
    
    
    46.2
    %
    
    
    (1.1
    )
    
    
    43.5
    %
    
    
    45.4
    %
    
    
    (1.9
    )Funds flow from operations (4)
    
    
    430,305
    
    
    
    350,810
    
    
    
    22.7
    
    
    
    1,077,642
    
    
    
    1,047,968
    
    
    
    2.8Net income
    
    
    202,670
    
    
    
    158,216
    
    
    
    28.1
    
    
    
    390,301
    
    
    
    411,157
    
    
    
    (5.1
    )Per share data:Earnings per share  basic and diluted
    
    $
    0.45
    
    
    $
    0.37
    
    
    
    
    
    
    $
    0.86
    
    
    $
    0.95Weighted average participating shares
outstanding during period (000s)
    
    
    434,816
    
    
    
    432,323
    
    
    
    
    
    
    
    434,346
    
    
    
    432,595
 (1)
    
    See definition under Key Performance Drivers in Managements Discussion and
Analysis.(2)
    
    Operating margin is adjusted to exclude the one-time CRTC Part II recovery
for the nine months ended May 31, 2010. Including the one-time CRTC Part II recovery,
the operating margin would be 48.1%.(3)
    
    Operating margin has declined in the three and nine month periods compared
to last year mainly due to the inclusion of the new Media segment.(4)
    
    Funds flow from operations is before changes in non-cash working capital
balances related to operations as presented in the unaudited interim Consolidated
Statements of Cash Flows. Subscriber Highlights
 GrowthTotal
    
    
    Three months ended May 31,
    
    
    Nine months ended May 31,May 31, 2011
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Subscriber statistics:Basic cable customers
    
    
    2,299,527
    
    
    
    (13,577
    )
    
    
    2,322
    
    
    
    (34,781
    )
    
    
    (149
    )Digital customers
    
    
    1,767,740
    
    
    
    19,202
    
    
    
    87,092
    
    
    
    116,821
    
    
    
    273,895Internet customers
(including pending
installs)
    
    
    1,859,555
    
    
    
    11,165
    
    
    
    25,661
    
    
    
    40,689
    
    
    
    88,638Digital phone lines
(including pending
installs)
    
    
    1,210,064
    
    
    
    31,404
    
    
    
    66,123
    
    
    
    113,758
    
    
    
    182,506DTH customers
    
    
    908,077
    
    
    
    1,644
    
    
    
    1,856
    
    
    
    2,281
    
    
    
    4,024
  4




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Shaw Communications Inc.
 Additional Highlights
 
    
    Revenue of $1.28 billion and $3.56 billion for the three and nine month periods
improved 36.1% and 28.1% over the comparable periods last year.
    
    Free cash flow for the quarter and year-to-date periods was $242.0 million and
$554.0 million, respectively, compared to $150.9 million and $445.8 million for the
same periods last year.
    
    In March 2011 Shaw implemented various cost saving initiatives including staff
reductions and a review of overhead expenses to drive efficiencies and enhance
competitiveness.
    
    In May 2011 Shaw commenced to issue from treasury Class B Shares distributed under
its Dividend Reinvestment Plan (DRIP) and is also offering a 2% discount under the
DRIP.
    
    On May 31, 2011 Shaw completed an offering of 12,000,000 Cumulative Redeemable Rate
Reset Preferred Shares resulting in gross proceeds of $300 million.
 Consolidated Overview
     5




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##### 



Shaw Communications Inc.
 Nine months ended
    
    
    Operating net
    
    
    Non-
    
    
    Nine months ended
    
    
    Operating net
    
    
    Non-($000s Cdn)
    
    May 31, 2011
    
    
    of interest
    
    
    operating
    
    
    May 31, 2010
    
    
    of interest
    
    
    operatingOperating income
    
    
    996,911
    
    
    
    
    
    
    
    
    
    
    
    852,597Amortization of financing costs 
long-term debt
    
    
    (3,206
    )
    
    
    
    
    
    
    
    
    
    
    (3,015
    )Interest expense  debt
    
    
    (243,643
    )
    
    
    
    
    
    
    
    
    
    
    (185,507
    )Operating income after interest
    
    
    750,062
    
    
    
    750,062
    
    
    
    
    
    
    
    664,075
    
    
    
    664,075
    
    
    
    Debt retirement costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81,585
    )
    
    
    
    
    
    
    (81,585
    )Gain on repurchase of debt
    
    
    9,981
    
    
    
    
    
    
    
    9,981
    
    
    
    
    
    
    
    
    
    
    
    CRTC benefit obligation
    
    
    (139,098
    )
    
    
    
    
    
    
    (139,098
    )
    
    
    
    
    
    
    
    
    
    
    Business acquisition, integration
and restructuring expenses
    
    
    (90,243
    )
    
    
    
    
    
    
    (90,243
    )
    
    
    
    
    
    
    
    
    
    
    Loss on derivative instruments
    
    
    (25,780
    )
    
    
    
    
    
    
    (25,780
    )
    
    
    (45,783
    )
    
    
    
    
    
    
    (45,783
    )Accretion of long-term liabilities
    
    
    (10,862
    )
    
    
    
    
    
    
    (10,862
    )
    
    
    (1,497
    )
    
    
    
    
    
    
    (1,497
    )Foreign exchange gain on unhedged
long-term debt
    
    
    23,376
    
    
    
    
    
    
    
    23,376
    
    
    
    
    
    
    
    
    
    
    
    Other gains
    
    
    6,878
    
    
    
    
    
    
    
    6,878
    
    
    
    8,342
    
    
    
    
    
    
    
    8,342Income (loss) before income taxes
    
    
    524,314
    
    
    
    750,062
    
    
    
    (225,748
    )
    
    
    543,552
    
    
    
    664,075
    
    
    
    (120,523
    )Current income tax expense (recovery)
    
    
    160,278
    
    
    
    193,616
    
    
    
    (33,338
    )
    
    
    127,332
    
    
    
    157,005
    
    
    
    (29,673
    )Future income tax expense (recovery)
    
    
    (12,176
    )
    
    
    15,051
    
    
    
    (27,227
    )
    
    
    2,363
    
    
    
    26,037
    
    
    
    (23,674
    )Income (loss) before following
    
    
    376,212
    
    
    
    541,395
    
    
    
    (165,183
    )
    
    
    413,857
    
    
    
    481,033
    
    
    
    (67,176
    )Equity income (loss) on investees
    
    
    14,089
    
    
    
    
    
    
    
    14,089
    
    
    
    (2,700
    )
    
    
    
    
    
    
    (2,700
    )Net income (loss)
    
    
    390,301
    
    
    
    541,395
    
    
    
    (151,094
    )
    
    
    411,157
    
    
    
    481,033
    
    
    
    (69,876
    )Three months ended
    
    
    Operating net
    
    
    Non-
    
    
    Three months ended
    
    
    Operating net
    
    
    Non-($000s Cdn)
    
    May 31, 2011
    
    
    of interest
    
    
    operating
    
    
    May 31, 2010
    
    
    of interest
    
    
    operatingOperating income
    
    
    401,006
    
    
    
    
    
    
    
    
    
    
    
    277,280Amortization of financing costs 
long-term debt
    
    
    (1,097
    )
    
    
    
    
    
    
    
    
    
    
    (962
    )Interest expense  debt
    
    
    (89,711
    )
    
    
    
    
    
    
    
    
    
    
    (61,797
    )Operating income after interest
    
    
    310,198
    
    
    
    310,198
    
    
    
    
    
    
    
    214,521
    
    
    
    214,521
    
    
    
    Gain on repayment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Business acquisition, integration
and restructuring expenses
    
    
    (29,361
    )
    
    
    
    
    
    
    (29,361
    )
    
    
    
    
    
    
    
    
    
    
    Loss on derivative instruments
    
    
    (3,016
    )
    
    
    
    
    
    
    (3,016
    )
    
    
    (487
    )
    
    
    
    
    
    
    (487
    )Accretion of long-term liabilities
    
    
    (5,049
    )
    
    
    
    
    
    
    (5,049
    )
    
    
    (644
    )
    
    
    
    
    
    
    (644
    )Foreign exchange gain on unhedged
long-term debt
    
    
    791
    
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    
    
    
    
    Other gains (losses)
    
    
    346
    
    
    
    
    
    
    
    346
    
    
    
    (1,013
    )
    
    
    
    
    
    
    (1,013
    )Income (loss) before income taxes
    
    
    273,909
    
    
    
    310,198
    
    
    
    (36,289
    )
    
    
    212,377
    
    
    
    214,521
    
    
    
    (2,144
    )Current income tax expense (recovery)
    
    
    48,428
    
    
    
    67,416
    
    
    
    (18,988
    )
    
    
    22,051
    
    
    
    40,001
    
    
    
    (17,950
    )Future income tax expense (recovery)
    
    
    23,066
    
    
    
    19,435
    
    
    
    3,631
    
    
    
    29,410
    
    
    
    13,000
    
    
    
    16,410Income (loss) before following
    
    
    202,415
    
    
    
    223,347
    
    
    
    (20,932
    )
    
    
    160,916
    
    
    
    161,520
    
    
    
    (604
    )Equity income on investees
    
    
    255
    
    
    
    
    
    
    
    255
    
    
    
    (2,700
    )
    
    
    
    
    
    
    (2,700
    )Net income (loss)
    
    
    202,670
    
    
    
    223,347
    
    
    
    (20,677
    )
    
    
    158,216
    
    
    
    161,520
    
    
    
    (3,304
    )
  6




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Shaw Communications Inc.
  May 31, 2011 net income compared to:Three months ended
    
    
    Nine months ended(000s Cdn)
    
    February 28, 2011
    
    
    May 31, 2010
    
    
    May 31, 2010Increased operating income before amortization
    
    
    85,051
    
    
    
    143,753
    
    
    
    211,854Decreased (increased) amortization
    
    
    12,654
    
    
    
    (20,162
    )
    
    
    (67,731
    )Increased interest expense
    
    
    (4,474
    )
    
    
    (27,914
    )
    
    
    (58,136
    )Change in net other costs and revenue (1)
    
    
    (41,583
    )
    
    
    (31,190
    )
    
    
    (88,436
    )Increased income taxes
    
    
    (16,277
    )
    
    
    (20,033
    )
    
    
    (18,407
    )35,371
    
    
    
    44,454
    
    
    
    (20,856
    )
 (1)
    
    Net other costs and revenue includes debt retirement costs, gain on
repurchase of debt, the CRTC benefit obligation, business acquisition, integration and
restructuring expenses, loss on derivative instruments, accretion of long-term
liabilities, foreign exchange gain on unhedged long-term debt, other gains and equity
income (loss) on investees as detailed in the unaudited interim Consolidated Statements
of Income and Retained Earnings.     7




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Shaw Communications Inc.
    Key Performance Drivers
   Operating income before amortization and operating margin
  Free cash flow
   8




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Shaw Communications Inc.
    Three months ended May 31,
    
    
    Nine months ended May 31,($000s Cdn)
    
    2011
    
    
    2010 (2)
    
    
    2011
    
    
    2010 (2)Cable free cash flow (1)
    
    
    132,410
    
    
    
    112,773
    
    
    
    319,163
    
    
    
    327,697Combined satellite free cash flow
(1)
    
    
    41,030
    
    
    
    38,097
    
    
    
    102,062
    
    
    
    118,121Media free cash flow (1)
    
    
    68,586
    
    
    
    
    
    
    
    132,765
    
    
    
    Free cash flow
    
    
    242,026
    
    
    
    150,870
    
    
    
    553,990
    
    
    
    445,818
 (1)
    
    Reconciliations of free cash flow for cable, satellite and media are provided
under Cable  Financial Highlights, Satellite  Financial Highlights and Media
 Financial Highlights.(2)
    
    The presentation of segmented free cash flow has been adjusted to reflect on
a gross basis to include intersegment transactions. As a result, Cable free cash flow
has decreased and Combined satellite free cash flow has increased by $843 for the three
month period and $2,540 for the nine month period.  9




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Shaw Communications Inc.
 CABLE
FINANCIAL HIGHLIGHTS
 Three months ended May 31,
    
    
    Nine months ended May 31,Change
    
    
    
    
    
    
    
    
    
    
    Change($000s Cdn)
    
    2011
    
    
    2010 (3)
    
    
    %
    
    
    2011
    
    
    2010 (3)
    
    
    %Revenue
    
    
    784,671
    
    
    
    746,322
    
    
    
    5.1
    
    
    
    2,311,905
    
    
    
    2,189,505
    
    
    
    5.6Operating income before amortization(1)
    
    
    387,751
    
    
    
    363,096
    
    
    
    6.8
    
    
    
    1,099,316
    
    
    
    1,097,821
    
    
    
    0.1Capital expenditures and equipment costs (net):New housing development
    
    
    19,170
    
    
    
    20,172
    
    
    
    (5.0
    )
    
    
    65,309
    
    
    
    62,613
    
    
    
    4.3Success based
    
    
    43,060
    
    
    
    51,150
    
    
    
    (15.8
    )
    
    
    148,741
    
    
    
    159,652
    
    
    
    (6.8
    )Upgrades and enhancement
    
    
    61,786
    
    
    
    59,034
    
    
    
    4.7
    
    
    
    185,869
    
    
    
    184,018
    
    
    
    1.0Replacement
    
    
    10,266
    
    
    
    15,838
    
    
    
    (35.2
    )
    
    
    33,021
    
    
    
    42,148
    
    
    
    (21.7
    )Buildings/other
    
    
    17,660
    
    
    
    25,305
    
    
    
    (30.2
    )
    
    
    53,000
    
    
    
    52,911
    
    
    
    0.2Total as per Note 2 to the unaudited interim
Consolidated Financial Statements
    
    
    151,942
    
    
    
    171,499
    
    
    
    (11.4
    )
    
    
    485,940
    
    
    
    501,342
    
    
    
    (3.1
    )Free cash flow before the following
    
    
    235,809
    
    
    
    191,597
    
    
    
    23.1
    
    
    
    613,376
    
    
    
    596,479
    
    
    
    2.8Less:Interest expense
    
    
    (61,570
    )
    
    
    (51,849
    )
    
    
    18.7
    
    
    
    (170,417
    )
    
    
    (161,767
    )
    
    
    5.3Cash taxes
    
    
    (45,100
    )
    
    
    (31,001
    )
    
    
    45.5
    
    
    
    (134,100
    )
    
    
    (119,005
    )
    
    
    12.7Other adjustments:Non-cash stock based compensation
    
    
    3,271
    
    
    
    4,026
    
    
    
    (18.8
    )
    
    
    10,304
    
    
    
    11,990
    
    
    
    (14.1
    )Free cash flow(1)
    
    
    132,410
    
    
    
    112,773
    
    
    
    17.4
    
    
    
    319,163
    
    
    
    327,697
    
    
    
    (2.6
    )Operating margin (1) (2)
    
    
    49.4
    %
    
    
    48.7
    %
    
    
    0.7
    
    
    
    47.6
    %
    
    
    47.9
    %
    
    
    (0.3
    )
 (1)
    
    See definitions and discussion under Key Performance Drivers in Managements
Discussion and Analysis.(2)
    
    Operating margin is adjusted to exclude the one-time CRTC Part II fee
recovery in the nine months ended May 31, 2010. Including the one-time CRTC Part II
recovery, operating margin would be 50.1%.(3)
    
    The presentation of segmented free cash flow has been adjusted to reflect on
a gross basis to include intersegment transactions. As a result, for the three month
period revenue has increased by $1,111 and operating income before amortization and
free cash flow have decreased by $843, for the nine month period revenue has increased
by $3,533 and operating income before amortization and free cash flow have decreased by
$2,540. Operating Highlights
 
    
    Digital customers increased 19,202 during the quarter to 1,767,740. Shaws Digital
penetration of Basic is now 76.9%, up from 70.7% and 56.7% at August 31, 2010 and 2009,
respectively.
    
    Digital Phone lines increased 31,404 during the three month period to 1,210,064
lines and Internet was up 11,165 to total 1,859,555 as at May 31, 2011. During the
quarter Basic cable subscribers decreased 13,577.
   10




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##### 



Shaw Communications Inc.
         11




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##### 



Shaw Communications Inc.
   Subscriber Statistics
 May 31, 2011Three months ended
    
    
    Nine months endedChange
    
    
    
    
    
    
    ChangeMay 31, 2011
    
    
    August 31, 2010(1)
    
    
    Growth
    
    
    %
    
    
    Growth
    
    
    %CABLE:Basic service:Actual
    
    
    2,299,527
    
    
    
    2,334,308
    
    
    
    (13,577
    )
    
    
    (0.6
    )
    
    
    (34,781
    )
    
    
    (1.5
    )Penetration as % of homes passed
    
    
    59.7
    %
    
    
    61.4
    %Digital customers
    
    
    1,767,740
    
    
    
    1,650,919
    
    
    
    19,202
    
    
    
    1.1
    
    
    
    116,821
    
    
    
    7.1INTERNET:Connected and scheduled
    
    
    1,859,555
    
    
    
    1,818,866
    
    
    
    11,165
    
    
    
    0.6
    
    
    
    40,689
    
    
    
    2.2Penetration as % of basic
    
    
    80.9
    %
    
    
    77.9
    %Standalone Internet not included in
basic cable
    
    
    221,184
    
    
    
    233,426
    
    
    
    4,298
    
    
    
    2.0
    
    
    
    (12,242
    )
    
    
    (5.2
    )DIGITAL PHONE:Number of lines (2)
    
    
    1,210,064
    
    
    
    1,096,306
    
    
    
    31,404
    
    
    
    2.7
    
    
    
    113,758
    
    
    
    10.4
 (1)
    
    August 31, 2010 figures are restated for comparative purposes as if the
acquisition of the Lake Broadcasting cable system in British Columbia had occurred on
that date.(2)
    
    Represents primary and secondary lines on billing plus pending installs.  12




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##### 



Shaw Communications Inc.
 SATELLITE (DTH and Satellite Services)
FINANCIAL HIGHLIGHTS
 Three months ended May 31,
    
    
    Nine months ended May 31,Change
    
    
    
    
    
    
    
    
    
    
    Change($000s Cdn)
    
    2011
    
    
    2010 (5)
    
    
    %
    
    
    2011
    
    
    2010 (5)
    
    
    %RevenueDTH (Shaw Direct)
    
    
    188,291
    
    
    
    181,962
    
    
    
    3.5
    
    
    
    557,844
    
    
    
    541,328
    
    
    
    3.1Satellite Services
    
    
    21,411
    
    
    
    20,595
    
    
    
    4.0
    
    
    
    61,994
    
    
    
    62,208
    
    
    
    (0.3
    )209,702
    
    
    
    202,557
    
    
    
    3.5
    
    
    
    619,838
    
    
    
    603,536
    
    
    
    2.7Operating income before amortization(1)DTH (Shaw Direct)
    
    
    64,639
    
    
    
    62,530
    
    
    
    3.4
    
    
    
    183,767
    
    
    
    205,991
    
    
    
    (10.8
    )Satellite Services
    
    
    11,243
    
    
    
    10,286
    
    
    
    9.3
    
    
    
    31,839
    
    
    
    31,877
    
    
    
    (0.1
    )75,882
    
    
    
    72,816
    
    
    
    4.2
    
    
    
    215,606
    
    
    
    237,868
    
    
    
    (9.4
    )Capital expenditures and equipment costs (net):Success based (3)
    
    
    14,573
    
    
    
    16,989
    
    
    
    (14.2
    )
    
    
    54,747
    
    
    
    57,372
    
    
    
    (4.6
    )Buildings and other
    
    
    1,644
    
    
    
    2,571
    
    
    
    (36.1
    )
    
    
    3,145
    
    
    
    5,894
    
    
    
    (46.6
    )Total as per Note 2 to the unaudited interim
Consolidated Financial Statements
    
    
    16,217
    
    
    
    19,560
    
    
    
    (17.1
    )
    
    
    57,892
    
    
    
    63,266
    
    
    
    (8.5
    )Free cash flow before the following
    
    
    59,665
    
    
    
    53,256
    
    
    
    12.0
    
    
    
    157,714
    
    
    
    174,602
    
    
    
    (9.7
    )Less:Interest expense (2)
    
    
    (6,563
    )
    
    
    (6,563
    )
    
    
    
    
    
    
    (19,390
    )
    
    
    (19,688
    )
    
    
    (1.5
    )Cash taxes
    
    
    (12,316
    )
    
    
    (9,000
    )
    
    
    36.8
    
    
    
    (37,316
    )
    
    
    (38,000
    )
    
    
    (1.8
    )Other adjustments:Non-cash stock option expense
    
    
    244
    
    
    
    404
    
    
    
    (39.6
    )
    
    
    1,054
    
    
    
    1,207
    
    
    
    (12.7
    )Free cash flow(1)
    
    
    41,030
    
    
    
    38,097
    
    
    
    7.7
    
    
    
    102,062
    
    
    
    118,121
    
    
    
    (13.6
    )Operating Margin (4)
    
    
    36.2
    %
    
    
    35.9
    %
    
    
    0.3
    
    
    
    34.8
    %
    
    
    35.0
    %
    
    
    (0.2
    )
 (1)
    
    See definitions and discussion under Key Performance Drivers in Managements
Discussion and Analysis.(2)
    
    Interest is allocated to the Satellite division based on the cost of debt
incurred by the Company to repay Satellite debt and to fund accumulated cash deficits
of Shaw Satellite Services and Shaw Direct.(3)
    
    Net of the profit on the sale of satellite equipment as it is viewed as a
recovery of expenditures on customer premise equipment.(4)
    
    Operating margin is adjusted to exclude the one-time CRTC Part II fee
recovery in the nine months ended May 31, 2010. Including the one-time CRTC Part II
fee recovery, operating margin would be 39.4%.(5)
    
    The presentation of segmented free cash flow has been adjusted to reflect on
a gross basis to include intersegment transactions. As a result, for the three month
period revenue has increased by $4,136 and operating income before amortization and
free cash flow have increased by $843, for the nine month period revenue has increased
by $10,800 and operating income before amortization and free cash flow have increased
by $2,540. Operating Highlights
 
    
    During the quarter Shaw Direct added 1,644 customers and as at May 31, 2011 DTH
customers total 908,077.
    
    Free cash flow for the quarterof $41.0 million compares to $38.1 million
in the same period last year.
   13




---



##### 



Shaw Communications Inc.
    Subscriber Statistics
 May 31, 2011Three months ended
    
    
    Nine months endedChange
    
    
    
    
    
    
    ChangeMay 31, 2011
    
    
    August 31, 2010
    
    
    Growth
    
    
    %
    
    
    Growth
    
    
    %DTH customers
(1)
    
    
    908,077
    
    
    
    905,796
    
    
    
    1,644
    
    
    
    0.2
    
    
    
    2,281
    
    
    
    0.3
 (1)
    
    Including seasonal customers who temporarily suspend their service.  14




---



##### 



Shaw Communications Inc.
 MEDIA
FINANCIAL HIGHLIGHTS
 Three months ended
    
    
    October 27, 2010 to($000s Cdn)
    
    May 31, 2011
    
    
    May 31, 2011 (3)Revenue
    
    
    312,131
    
    
    
    681,459Operating income before amortization(1)
    
    
    117,430
    
    
    
    239,677Capital expenditures:Broadcast and transmission
    
    
    4,110
    
    
    
    7,271Buildings/other
    
    
    2,993
    
    
    
    7,235Total as per Note 2 to the unaudited interim Consolidated Financial Statements
    
    
    7,103
    
    
    
    14,506Free cash flow before the following
    
    
    110,327
    
    
    
    225,171Less:Interest expense(2)
    
    
    (15,774
    )
    
    
    (37,595
    )Cash taxes
    
    
    (10,000
    )
    
    
    (22,200
    )Other adjustments:Non-cash stock based compensation
    
    
    302
    
    
    
    545CRTC benefit obligation funding
    
    
    (8,317
    )
    
    
    (15,343
    )Non-controlling interests
    
    
    (7,952
    )
    
    
    (17,813
    )Free cash flow(1)
    
    
    68,586
    
    
    
    132,765Operating margin
    
    
    37.6
    %
    
    
    35.2
    %
 (1)
    
    See definitions and discussion under Key Performance Drivers in Managements
Discussion and Analysis.(2)
    
    Interest includes an allocation to the Media division based on the cost of
debt incurred by the Company to repay Media debt.(3)
    
    On October 27, 2010, the Company completed the acquisition of 100% of the
broadcasting businesses of Canwest Global Communications Corp (Canwest). The
acquisition included all of the over-the-air channels and the specialty television
business, including Canwests equity interest in CW Investments Co. (CW Media). Operating Highlights
    15




---



##### 



Shaw Communications Inc.
  WIRELESS
FINANCIAL HIGHLIGHTS
 Three months ended May 31
    
    
    Nine Months ended May 31,($000s Cdn)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Operating expenditures
    
    
    1,488
    
    
    
    90
    
    
    
    7,146
    
    
    
    90Interest expense (1)
    
    
    5,482
    
    
    
    3,055
    
    
    
    15,269
    
    
    
    3,055Capital expenditures (as per Note 2 to the unaudited interim
Consolidated Financial Statements)
    
    
    15,394
    
    
    
    9,178
    
    
    
    70,844
    
    
    
    9,178Total expenditures on Wireless infrastructure build
    
    
    22,364
    
    
    
    12,323
    
    
    
    93,259
    
    
    
    12,323
 (1)
    
    Interest is allocated to the Wireless division based on the Companys average
cost of borrowing to fund the capital expenditures and operating costs.  OTHER INCOME AND EXPENSE ITEMS
 Amortization
 Three months ended May 31,
    
    
    Nine months ended May 31,Change
    
    
    
    
    
    
    
    
    
    
    Change($000s Cdn)
    
    2011
    
    
    2010
    
    
    %
    
    
    2011
    
    
    2010
    
    
    %Amortization revenue (expense) -Deferred IRU revenue
    
    
    3,137
    
    
    
    3,137
    
    
    
    
    
    
    
    9,410
    
    
    
    9,410
    
    
    
    Deferred equipment revenue
    
    
    26,340
    
    
    
    29,865
    
    
    
    (11.8
    )
    
    
    79,373
    
    
    
    91,608
    
    
    
    (13.4
    )Deferred equipment costs
    
    
    (50,758
    )
    
    
    (56,497
    )
    
    
    (10.2
    )
    
    
    (152,756
    )
    
    
    (174,146
    )
    
    
    (12.3
    )Deferred charges
    
    
    (256
    )
    
    
    (256
    )
    
    
    
    
    
    
    (768
    )
    
    
    (768
    )
    
    
    Property, plant and equipment
    
    
    (146,045
    )
    
    
    (128,348
    )
    
    
    13.8
    
    
    
    (452,740
    )
    
    
    (384,728
    )
    
    
    17.7Other intangibles
    
    
    (10,987
    )
    
    
    (6,443
    )
    
    
    70.5
    
    
    
    (33,061
    )
    
    
    (24,378
    )
    
    
    35.6
    16




---



##### 



Shaw Communications Inc.
 Amortization of financing costs and Interest expense
 Three months ended May 31,
    
    
    Nine months ended May 31,Change
    
    
    
    
    
    
    
    
    
    
    Change($000s Cdn)
    
    2011
    
    
    2010
    
    
    %
    
    
    2011
    
    
    2010
    
    
    %Amortization of
financing costs 
long-term debt
    
    
    1,097
    
    
    
    962
    
    
    
    14.0
    
    
    
    3,206
    
    
    
    3,015
    
    
    
    6.3Interest expense
    
    
    89,711
    
    
    
    61,797
    
    
    
    45.2
    
    
    
    243,643
    
    
    
    185,507
    
    
    
    31.3
  Debt retirement costs
  Gain on repurchase of debt
  CRTC benefit obligation
   17




---



##### 



Shaw Communications Inc.
 Business acquisition, integration and restructuring expenses
  Loss on derivative instruments
  Accretion of long-term liabilities
  Foreign exchange gain on unhedged long-term debt
   18




---



##### 



Shaw Communications Inc.
 Other gains (losses)
  Income taxes
  Equity income (loss) on investees
  RISKS AND UNCERTAINTIES
  FINANCIAL POSITION
    19




---



##### 



Shaw Communications Inc.
          20




---



##### 



Shaw Communications Inc.
     LIQUIDITY AND CAPITAL RESOURCES
    21




---



##### 



Shaw Communications Inc.
  
    
    On May 31, 2011 the Company issued 12,000,000 Cumulative Redeemable Rate Reset
Preferred Shares, Series A (Preferred Shares) at a price of $25.00 per Preferred
Share for aggregate gross proceeds of $300.0 million. The net proceeds were used
for working capital and general corporate purposes while excess funds are being held
in cash and cash equivalents. Holders of the Preferred Shares are entitled to
receive, as and when declared by the Companys board of directors, a cumulative
quarterly fixed dividend yielding 4.50% annually for the initial period ending June
30, 2016. Thereafter, the dividend rate will be reset every five years at a rate
equal to the then current 5-year Government of Canada bond yield plus 2.00%.
Holders of Preferred Shares will have the right, at their option, to convert their
 shares into Cumulative Redeemable Floating Rate Preferred Shares, Series B (the
Series B Preferred Shares), subject to certain conditions, on June 30, 2016 and on
June 30 every five years thereafter. Holders of the Series B Preferred Shares will
be entitled to receive cumulative quarterly dividends, as and when declared by the
Companys board of directors, at a rate set quarterly equal to the then current
three-month Government of Canada Treasury Bill yield plus 2.00%.
 
    
    On December 7, 2010 the Company issued $500 million senior notes at a rate of
5.5% due December 7, 2020 and issued an additional $400 million under the reopened
6.75% senior notes due November 9, 2039. The effective rate on the $500 million
senior notes and $400 million senior notes is 5.548% and 6.963%, respectively, due
to discounts on the issuances. The net proceeds from the notes issuances were used
to repay borrowings under the Companys $1 billion revolving credit facility. In
conjunction with the senior notes issuances, the unsecured $500 million revolving
credit facility was cancelled. No amounts had been drawn under this facility.
 
    
    On February 17, 2011 the Company issued an additional $400 million under the
reopened 6.75% senior notes due November 9, 2039. The effective rate is 6.961% due
to the discount on issuance. The net proceeds were used for working capital and
general corporate purposes as well as to partially repay borrowings under the
revolving credit facility while excess funds are being held in cash and cash
equivalents.
   22




---



##### 



Shaw Communications Inc.
   CASH FLOW
 Operating Activities
 Three months ended May 31,
    
    
    Nine months ended May 31,Change
    
    
    
    
    
    
    
    
    
    
    Change($000s Cdn)
    
    2011
    
    
    2010
    
    
    %
    
    
    2011
    
    
    2010
    
    
    %Funds flow from operations
    
    
    430,305
    
    
    
    350,810
    
    
    
    22.7
    
    
    
    1,077,642
    
    
    
    1,047,968
    
    
    
    2.8Net increase in non-cash
working capital balances
related to operations
    
    
    (63,189
    )
    
    
    (22,266
    )
    
    
    >100.0
    
    
    
    (313,849
    )
    
    
    (6,277
    )
    
    
    >100.0367,116
    
    
    
    328,544
    
    
    
    11.7
    
    
    
    763,793
    
    
    
    1,041,691
    
    
    
    (26.7
    )
  Investing Activities
 Three months ended May 31,
    
    
    Nine months ended May 31,($000s Cdn)
    
    2011
    
    
    2010
    
    
    Decrease
    
    
    2011
    
    
    2010
    
    
    DecreaseCash flow used in
investing
activities
    
    
    (196,812
    )
    
    
    (922,163
    )
    
    
    725,351
    
    
    
    (1,192,350
    )
    
    
    (1,638,068
    )
    
    
    445,718
   23




---



##### 



Shaw Communications Inc.
 Financing Activities
  Three months ended May 31,
    
    
    Nine months ended May 31,(In $millions Cdn)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Bank loans  net borrowings (repayments)
    
    
    (75.0
    )
    
    
    5.3
    
    
    
    
    
    
    
    5.3Issuance of Cdn $500 million 5.50% senior notes
    
    
    
    
    
    
    
    
    
    
    498.2
    
    
    
    Issuance of Cdn $800 million 6.75% senior notes
    
    
    
    
    
    
    
    
    
    
    778.9
    
    
    
    Issuance of Cdn $1.25 billion 5.65% senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,246.0Issuance of Cdn $650 million 6.75% senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    645.6Issuance of preferred shares
    
    
    300.0
    
    
    
    
    
    
    
    300.0
    
    
    
    Senior notes and preferred shares issuance costs
    
    
    (9.1
    )
    
    
    (0.2
    )
    
    
    (16.6
    )
    
    
    (10.1
    )Repayment of CW Media US $389.6 million term loan
    
    
    
    
    
    
    
    
    
    
    (394.9
    )
    
    
    Repurchase US $51.6 million of CW Media 13.5% senior
notes
    
    
    
    
    
    
    
    
    
    
    (56.4
    )
    
    
    Redemption of US $440 million 8.25% senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (465.5
    )Redemption of US $225 million 7.25% senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (238.1
    )Redemption of US $300 million 7.20% senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (312.6
    )Payments on cross-currency agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (291.9
    )Debt retirement costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79.5
    )Senior notes repurchase premium
    
    
    
    
    
    
    
    
    
    
    (0.6
    )
    
    
    Dividends paid to common shareholders
    
    
    (90.5
    )
    
    
    (95.1
    )
    
    
    (281.4
    )
    
    
    (276.9
    )Distributions paid to non-controlling interests
    
    
    (9.8
    )
    
    
    
    
    
    
    (14.4
    )
    
    
    Repayment of Partnership debt
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    (0.4
    )Issue of Class B Non-Voting Shares
    
    
    8.2
    
    
    
    13.8
    
    
    
    32.4
    
    
    
    39.3Purchase of Class B Non-Voting Shares for cancellation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118.1
    )123.7
    
    
    
    (76.3
    )
    
    
    844.8
    
    
    
    143.1
 SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION
 Operating
    
    
    
    
    
    
    Basic and diluted
    
    
    Funds flowincome before
    
    
    
    
    
    
    earnings per
    
    
    from($000s Cdn except per share amounts)
    
    Revenue
    
    
    amortization (1)
    
    
    Net income (3)
    
    
    share
    
    
    operations (2)2011Third
    
    
    1,284,688
    
    
    
    579,575
    
    
    
    202,670
    
    
    
    0.45
    
    
    
    430,305Second
    
    
    1,196,611
    
    
    
    494,524
    
    
    
    167,299
    
    
    
    0.37
    
    
    
    382,957First
    
    
    1,078,905
    
    
    
    473,354
    
    
    
    20,332
    
    
    
    0.04
    
    
    
    264,3802010Fourth
    
    
    938,872
    
    
    
    423,152
    
    
    
    121,575
    
    
    
    0.28
    
    
    
    327,435Third
    
    
    943,632
    
    
    
    435,822
    
    
    
    158,216
    
    
    
    0.37
    
    
    
    350,810Second
    
    
    929,142
    
    
    
    424,825
    
    
    
    138,712
    
    
    
    0.32
    
    
    
    358,206First
    
    
    905,934
    
    
    
    474,952
    
    
    
    114,229
    
    
    
    0.26
    
    
    
    338,9522009Fourth
    
    
    872,919
    
    
    
    394,900
    
    
    
    124,265
    
    
    
    0.29
    
    
    
    321,319
 (1)
    
    See definition and discussion under Key Performance Drivers in Managements
Discussion and Analysis.(2)
    
    Funds flow from operations is presented before changes in net non-cash
working capital balances related to operations as presented in the unaudited interim
Consolidated Statements of Cash Flows.(3)
    
    Net income attributable to common shareholders is the same as net income
except in 2011 where it is $16,642, $161,490 and $194,860 for the first, second and
third quarters, respectively.  24




---



##### 



Shaw Communications Inc.
    25




---



##### 



Shaw Communications Inc.
 ACCOUNTING STANDARDS
 Update to critical accounting policies and estimates
  Adoption of accounting policies for Shaw Media
  Revenue
  Program Rights and Advances
  CRTC Benefit Obligations
  Asset Retirement Obligations
 
  26




---



##### 



Shaw Communications Inc.
 Embedded Derivative Instruments
  Adoption of recent accounting pronouncements
 Business Combinations
  Consolidated Financial Statements and Non-controlling Interests
   27




---



##### 



Shaw Communications Inc.
 Recent accounting pronouncements:
 International Financial Reporting Standards (IFRS)
  Phase
    
    Description and statusImpact assessment and planning
    
    This phase includes establishment of
a project team and high-level review
to determine potential significant
differences under IFRS as compared to
Canadian GAAP. This phase has been
completed and as a result, the
Company has developed a transition
plan and a preliminary timeline to
comply with the changeover date while
recognizing that project activities
and timelines may change as a result
of unexpected developments.Design and development  key
elements
    
    This phase includes (i) an in-depth
review to identify and assess
accounting and reporting differences,
(ii) evaluation and selection of
accounting policies, (iii) assessment
of impact on information systems,
internal controls, and business
activities, and (iv) training and
communication with key stakeholders.During 2009, the Company completed
its preliminary identification and
assessment of accounting and
reporting differences. In addition,
training was provided to certain key
employees involved in or directly
impacted by the conversion process.During 2010, the assessment of the
impact on information systems and
design phase of system changes have
been completed and the implementation
phase has commenced. The Company has
completed further in-depth
evaluations of those areas initially
identified as being potential
accounting and reporting differences,
as well as the evaluation of IFRS 1
elections/exemptions which are
discussed below.Implementation
    
    This phase includes integration of
solutions into processes and
financial systems that are required
for the conversion to IFRS and
parallel reporting during the year
prior to transition including
proforma financial statements and
note disclosures. Process solutions
will incorporate required revisions
to internal controls during the
changeover and on an on-going basis.
  28




---



##### 



Shaw Communications Inc.
   Exemption
    
    Application of exemptionBusiness combinations
    
    The Company expects to apply IFRS 3 prospectively
from its transition date and elect not to restate
any business combinations that occurred prior to
September 1, 2010.Employee benefits
    
    The Company expects to elect to recognize cumulative
actuarial gains and losses arising from all of its
defined benefit plans as at September 1, 2010 in
opening retained earnings.Borrowing costs
    
    The Company expects to elect to apply IAS 23
Borrowing Costs prospectively from September 1,
2010.
     29




---



##### 



Shaw Communications Inc.
  Differences from Canadian GAAP, withKey accounting area
    
    potential impact for the CompanyPresentation of Financial Statements
(IAS 1)
    
    IAS 1 requires additional
disclosures in the notes to
financial statements.Share-based Payments(IFRS 2)
    
    IFRS 2 requires cash-settled awards
to employees be measured at fair
value at the initial grant date and
re-measured at fair value at the end
of each reporting period.IFRS 2 also requires the fair value
of stock-based compensation awards
to be recognized using a graded
vesting method based on the vesting
period of the options.Income Taxes
(IAS 12)
    
    IAS 12 recognition and measurement
criteria for deferred tax assets and
liabilities may differ.Employee Benefits
(IAS 19)
    
    IAS 19 requires past service costs
of defined benefit plans to be
expensed on an accelerated basis,
with vested past service costs
immediately expensed and unvested
past service costs amortized on a
straight line basis until benefits
become vested.IAS 19 has an accounting policy
choice that allows the Company to
recognize actuarial gains and losses
using one of the following methods:    in net income using the
corridor approach amortized over the
expected average remaining working
lives,    in net income on a
systematic basis for faster
recognition, including immediate
recognition of all actuarial gains
and losses, or    to recognize them in other
comprehensive income, as they occur.The Company is currently reviewing
the impact of the accounting policy
choice for recognition of actuarial
gains and losses.Interests in Joint Ventures (IAS 31)
    
    Although IAS 31 currently permits
the use of proportionate
consolidation for joint ventures
interests, the recently issued IFRS
11 Joint Arrangements requires
joint arrangements classified as
joint ventures to be accounted for
using the equity method.
  30




---



##### 



Shaw Communications Inc.
 Differences from Canadian GAAP, withKey accounting area
    
    potential impact for the CompanyImpairment of Assets
(IAS 36)
    
    IAS 36 uses a one-step approach for
the identification and measurement
of impairment of assets. The
carrying value of assets is compared
to the greater of its fair value
less costs to sell and value in use,
which is based on the net present
value of future cash flows.
Impairment of assets, other than
goodwill, is reversed in a
subsequent period if circumstances
change such that the previously
determined impairment is reduced or
eliminated.Provisions, Contingent Liabilities
and Contingent Assets
(IAS 37)
    
    IAS 37 uses a different threshold
for recognition of a contingent
liability that could impact the
timing of when a provision may be
recorded.Intangible Assets
(IAS 38)
    
    IAS 38 prohibits the amortization of
indefinite-lived intangibles and
reinstatement of previous
amortization is required.
 2011 GUIDANCE
     CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
   31




---



##### 



Shaw Communications Inc.
      32




---



##### 



Shaw Communications Inc.
 CONSOLIDATED BALANCE SHEETS

(unaudited)
 [thousands of Canadian dollars]
    
    May 31, 2011
    
    
    August 31, 2010ASSETSCurrentCash and cash equivalents
    
    
    632,961
    
    
    
    216,735Accounts receivable
    
    
    528,537
    
    
    
    196,415Inventories
    
    
    79,758
    
    
    
    53,815Prepaids and other
    
    
    268,577
    
    
    
    33,844Derivative instruments
    
    
    
    
    
    
    66,718Future income taxes
    
    
    27,024
    
    
    
    27,9961,536,857
    
    
    
    595,523Derivative instrument
    
    
    6,847
    
    
    
    Investments and other assets
    
    
    19,329
    
    
    
    743,273Property, plant and equipment
    
    
    3,178,764
    
    
    
    3,004,649Deferred charges
    
    
    248,496
    
    
    
    232,843IntangiblesBroadcast rights and licenses [note 3]
    
    
    6,446,369
    
    
    
    5,061,153Program rights and advances
    
    
    71,435
    
    
    
    Spectrum licenses
    
    
    190,912
    
    
    
    190,912Goodwill [note 3]
    
    
    810,807
    
    
    
    169,143Other intangibles
    
    
    250,211
    
    
    
    156,46912,760,027
    
    
    
    10,153,965LIABILITIES AND SHAREHOLDERS EQUITYCurrentAccounts payable and accrued liabilities
    
    
    708,595
    
    
    
    623,070Income taxes payable
    
    
    18,922
    
    
    
    170,581Unearned revenue
    
    
    152,190
    
    
    
    145,491Current portion of long-term debt [note 4]
    
    
    584
    
    
    
    557Current portion of derivative instruments
    
    
    25,394
    
    
    
    79,740Other liability [note 9]
    
    
    160,616
    
    
    
    1,066,301
    
    
    
    1,019,439Long-term debt [note 4]
    
    
    5,574,181
    
    
    
    3,981,671Other long-term liabilities [note 9]
    
    
    351,584
    
    
    
    291,500Derivative instruments
    
    
    
    
    
    
    6,482Deferred credits
    
    
    632,517
    
    
    
    632,482Future income taxes
    
    
    1,696,255
    
    
    
    1,451,8599,320,838
    
    
    
    7,383,433Shareholders equityShare capital [note 5]
    
    
    2,588,622
    
    
    
    2,250,498Contributed surplus [note 5]
    
    
    63,507
    
    
    
    53,330Retained earnings
    
    
    539,743
    
    
    
    457,728Accumulated other comprehensive income
(loss) [note 7]
    
    
    (1,306
    )
    
    
    8,976Non-controlling interests
    
    
    248,623
    
    
    
    3,439,189
    
    
    
    2,770,53212,760,027
    
    
    
    10,153,965
 See accompanying notes
  33




---



##### 



Shaw Communications Inc.
 CONSOLIDATED STATEMENTS OF INCOME AND

RETAINED EARNINGS
(unaudited)
 Three months ended May 31,
    
    
    Nine months ended May 31,[thousands of Canadian dollars except per share amounts]
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Revenue [note 2]
    
    
    1,284,688
    
    
    
    943,632
    
    
    
    3,560,204
    
    
    
    2,778,708Operating, general and administrative expenses
    
    
    705,113
    
    
    
    507,810
    
    
    
    2,012,751
    
    
    
    1,443,109Operating income before amortization[note 2]
    
    
    579,575
    
    
    
    435,822
    
    
    
    1,547,453
    
    
    
    1,335,599Amortization:Deferred IRU revenue
    
    
    3,137
    
    
    
    3,137
    
    
    
    9,410
    
    
    
    9,410Deferred equipment revenue
    
    
    26,340
    
    
    
    29,865
    
    
    
    79,373
    
    
    
    91,608Deferred equipment costs
    
    
    (50,758
    )
    
    
    (56,497
    )
    
    
    (152,756
    )
    
    
    (174,146
    )Deferred charges
    
    
    (256
    )
    
    
    (256
    )
    
    
    (768
    )
    
    
    (768
    )Property, plant and equipment
    
    
    (146,045
    )
    
    
    (128,348
    )
    
    
    (452,740
    )
    
    
    (384,728
    )Other intangibles
    
    
    (10,987
    )
    
    
    (6,443
    )
    
    
    (33,061
    )
    
    
    (24,378
    )Operating income
    
    
    401,006
    
    
    
    277,280
    
    
    
    996,911
    
    
    
    852,597Amortization of financing costs  long-term debt
    
    
    (1,097
    )
    
    
    (962
    )
    
    
    (3,206
    )
    
    
    (3,015
    )Interest expense [note 2]
    
    
    (89,711
    )
    
    
    (61,797
    )
    
    
    (243,643
    )
    
    
    (185,507
    )310,198
    
    
    
    214,521
    
    
    
    750,062
    
    
    
    664,075Debt retirement costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81,585
    )Gain on repurchase of debt [note 4]
    
    
    
    
    
    
    
    
    
    
    9,981
    
    
    
    CRTC benefit obligation [note 3]
    
    
    
    
    
    
    
    
    
    
    (139,098
    )
    
    
    Business acquisition, integration and restructuring
expenses [notes 3 and 10]
    
    
    (29,361
    )
    
    
    
    
    
    
    (90,243
    )
    
    
    Loss on derivative instruments
    
    
    (3,016
    )
    
    
    (487
    )
    
    
    (25,780
    )
    
    
    (45,783
    )Accretion of long-term liabilities
    
    
    (5,049
    )
    
    
    (644
    )
    
    
    (10,862
    )
    
    
    (1,497
    )Foreign exchange gain on unhedged long-term debt
    
    
    791
    
    
    
    
    
    
    
    23,376
    
    
    
    Other gains (losses)
    
    
    346
    
    
    
    (1,013
    )
    
    
    6,878
    
    
    
    8,342Income before income taxes
    
    
    273,909
    
    
    
    212,377
    
    
    
    524,314
    
    
    
    543,552Current income tax expense [note 2]
    
    
    48,428
    
    
    
    22,051
    
    
    
    160,278
    
    
    
    127,332Future income tax expense (recovery)
    
    
    23,066
    
    
    
    29,410
    
    
    
    (12,176
    )
    
    
    2,363Income before the following
    
    
    202,415
    
    
    
    160,916
    
    
    
    376,212
    
    
    
    413,857Equity income (loss) on investees
    
    
    255
    
    
    
    (2,700
    )
    
    
    14,089
    
    
    
    (2,700
    )Net income
    
    
    202,670
    
    
    
    158,216
    
    
    
    390,301
    
    
    
    411,157Net income attributable to:Common shareholders
    
    
    194,860
    
    
    
    158,216
    
    
    
    372,992
    
    
    
    411,157Non-controlling interests
    
    
    7,810
    
    
    
    
    
    
    
    17,309
    
    
    
    202,670
    
    
    
    158,216
    
    
    
    390,301
    
    
    
    411,157Retained earnings, beginning of period
    
    
    444,875
    
    
    
    368,264
    
    
    
    457,728
    
    
    
    382,227Net income attributable to common shareholders
    
    
    194,860
    
    
    
    158,216
    
    
    
    372,992
    
    
    
    411,157Reduction on Class B Non-Voting Shares purchased
for cancellation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (85,143
    )Dividends  Class A Shares and Class B Non-Voting Shares
    
    
    (99,992
    )
    
    
    (95,100
    )
    
    
    (290,977
    )
    
    
    (276,861
    )Retained earnings, end of period
    
    
    539,743
    
    
    
    431,380
    
    
    
    539,743
    
    
    
    431,380Earnings per share[note 6]Basic and diluted
    
    
    0.45
    
    
    
    0.37
    
    
    
    0.86
    
    
    
    0.95[thousands of shares]Weighted average participating shares outstanding during
period
    
    
    434,816
    
    
    
    432,323
    
    
    
    434,346
    
    
    
    432,595Participating shares outstanding, end of period
    
    
    435,537
    
    
    
    432,672
    
    
    
    435,537
    
    
    
    432,672
 See accompanying notes
  34




---



##### 



Shaw Communications Inc.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(unaudited)
 Three months ended May 31,
    
    
    Nine months ended May 31,[thousands of Canadian dollars]
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Net income
    
    
    202,670
    
    
    
    158,216
    
    
    
    390,301
    
    
    
    411,157Other comprehensive income (loss)[note 7]Change in unrealized fair value of derivatives designated as
cash flow hedges
    
    
    (315
    )
    
    
    (589
    )
    
    
    (12,867
    )
    
    
    (52,222
    )Adjustment for hedged items recognized in the period
    
    
    1,727
    
    
    
    1,730
    
    
    
    2,589
    
    
    
    12,643Reclassification of foreign exchange loss on
hedging derivatives to income to offset foreign exchange
adjustments on US denominated debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,940Reclassification of remaining losses on hedging derivatives to
income upon early redemption of hedged US denominated debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,658Unrealized gain on available-for-sale investment
    
    
    (54
    )
    
    
    (786
    )
    
    
    (1
    )
    
    
    (496
    )Unrealized foreign exchange loss on translation of a self-sustaining
foreign operation
    
    
    
    
    
    
    (1
    )
    
    
    (3
    )
    
    
    (2
    )1,358
    
    
    
    354
    
    
    
    (10,282
    )
    
    
    37,521Comprehensive income
    
    
    204,028
    
    
    
    158,570
    
    
    
    380,019
    
    
    
    448,678Comprehensive income attributable to:Common shareholders
    
    
    196,218
    
    
    
    158,570
    
    
    
    362,710
    
    
    
    448,678Non-controlling interests
    
    
    7,810
    
    
    
    
    
    
    
    17,309
    
    
    
    204,028
    
    
    
    158,570
    
    
    
    380,019
    
    
    
    448,678Accumulated other comprehensive income (loss), beginning of period
    
    
    (2,664
    )
    
    
    (1,467
    )
    
    
    8,976
    
    
    
    (38,634
    )Other comprehensive income (loss)
    
    
    1,358
    
    
    
    354
    
    
    
    (10,282
    )
    
    
    37,521Accumulated other comprehensive loss, end of period
    
    
    (1,306
    )
    
    
    (1,113
    )
    
    
    (1,306
    )
    
    
    (1,113
    )
 See accompanying notes
  35




---



##### 



Shaw Communications Inc.
 CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)
 Three months ended May 31,
    
    
    Nine months ended May 31,[thousands of Canadian dollars]
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010OPERATING ACTIVITIES[note 8]Funds flow from operations
    
    
    430,305
    
    
    
    350,810
    
    
    
    1,077,642
    
    
    
    1,047,968Net increase in non-cash working capital balances related
to operations
    
    
    (63,189
    )
    
    
    (22,266
    )
    
    
    (313,849
    )
    
    
    (6,277
    )367,116
    
    
    
    328,544
    
    
    
    763,793
    
    
    
    1,041,691INVESTING ACTIVITIESAdditions to property, plant and equipment [note 2]
    
    
    (158,176
    )
    
    
    (150,733
    )
    
    
    (593,069
    )
    
    
    (481,290
    )Additions to equipment costs (net) [note 2]
    
    
    (32,436
    )
    
    
    (20,733
    )
    
    
    (86,912
    )
    
    
    (72,221
    )Additions to other intangibles [note 2]
    
    
    (21,082
    )
    
    
    (11,079
    )
    
    
    (80,568
    )
    
    
    (25,859
    )Net reduction (addition) to inventories
    
    
    10,220
    
    
    
    5,015
    
    
    
    (25,943
    )
    
    
    535Business acquisitions [note 3]
    
    
    (8
    )
    
    
    (3,111
    )
    
    
    (420,450
    )
    
    
    (158,805
    )Purchase of Government of Canada bond
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158,968
    )Proceeds on disposal of property, plant and equipment [note 2]
    
    
    469
    
    
    
    150
    
    
    
    7,268
    
    
    
    261Proceeds from (addition to) investments and other assets
    
    
    4,201
    
    
    
    (741,672
    )
    
    
    7,324
    
    
    
    (741,721
    )(196,812
    )
    
    
    (922,163
    )
    
    
    (1,192,350
    )
    
    
    (1,638,068
    )FINANCING ACTIVITIESIncrease in bank indebtedness
    
    
    
    
    
    
    5,262
    
    
    
    
    
    
    
    5,262Increase in long-term debt, net of discounts
    
    
    
    
    
    
    
    
    
    
    2,352,115
    
    
    
    1,891,656Senior notes and preferred shares issuance costs
    
    
    (9,068
    )
    
    
    (159
    )
    
    
    (16,592
    )
    
    
    (10,077
    )Senior notes repurchase and repayments
    
    
    
    
    
    
    
    
    
    
    (56,420
    )
    
    
    Other debt repayments
    
    
    (75,145
    )
    
    
    (136
    )
    
    
    (1,470,363
    )
    
    
    (1,016,572
    )Payments on cross-currency agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (291,920
    )Senior notes repurchase premium
    
    
    
    
    
    
    
    
    
    
    (564
    )
    
    
    Debt retirement costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,488
    )Issue of Class B Non-Voting Shares, net of after-tax expenses
[note 5]
    
    
    8,226
    
    
    
    13,803
    
    
    
    32,449
    
    
    
    39,291Issue of preferred shares [note 5]
    
    
    300,000
    
    
    
    
    
    
    
    300,000
    
    
    
    Purchase of Class B Non-Voting Shares for cancellation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118,150
    )Dividends paid on Class A Shares and Class B Non-Voting Shares
    
    
    (90,457
    )
    
    
    (95,100
    )
    
    
    (281,442
    )
    
    
    (276,861
    )Distributions paid to non-controlling interests
    
    
    (9,850
    )
    
    
    
    
    
    
    (14,400
    )
    
    
    123,706
    
    
    
    (76,330
    )
    
    
    844,783
    
    
    
    143,141Effect of currency translation on cash balances and cash flows
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Increase (decrease) in cash
    
    
    294,010
    
    
    
    (669,949
    )
    
    
    416,226
    
    
    
    (453,237
    )Cash, beginning of the period
    
    
    338,951
    
    
    
    669,949
    
    
    
    216,735
    
    
    
    453,237Cash, end of the period
    
    
    632,961
    
    
    
    
    
    
    
    632,961
    
    
    
    
  See accompanying notes
  36




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
   Adoption of accounting policies for Shaw Media
  Revenue
  Program Rights and Advances
  CRTC Benefit Obligations
  Asset Retirement Obligations
   37




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 Embedded Derivative Instruments
  Adoption of recent accounting pronouncements
 Business Combinations
  Consolidated Financial Statements and Non-controlling Interests
  Recent accounting pronouncements
 International Financial Reporting Standards (IFRS)
   38




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 2. BUSINESS SEGMENT INFORMATION
  Operating information
 Three months ended May 31,
    
    
    Nine months ended May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010$
    
    
    $
    
    
    $
    
    
    $RevenueCable
    
    
    784,671
    
    
    
    746,322
    
    
    
    2,311,905
    
    
    
    2,189,505DTH
    
    
    188,291
    
    
    
    181,962
    
    
    
    557,844
    
    
    
    541,328Satellite Services
    
    
    21,411
    
    
    
    20,595
    
    
    
    61,994
    
    
    
    62,208Media
    
    
    312,131
    
    
    
    
    
    
    
    681,459
    
    
    
    1,306,504
    
    
    
    948,879
    
    
    
    3,613,202
    
    
    
    2,793,041Intersegment eliminations
    
    
    (21,816
    )
    
    
    (5,247
    )
    
    
    (52,998
    )
    
    
    (14,333
    )1,284,688
    
    
    
    943,632
    
    
    
    3,560,204
    
    
    
    2,778,708Operating income (expenditures) before amortization(1) (4)Cable
    
    
    387,751
    
    
    
    363,096
    
    
    
    1,099,316
    
    
    
    1,097,821DTH
    
    
    64,639
    
    
    
    62,530
    
    
    
    183,767
    
    
    
    205,991Satellite Services
    
    
    11,243
    
    
    
    10,286
    
    
    
    31,839
    
    
    
    31,877Media
    
    
    117,430
    
    
    
    
    
    
    
    239,677
    
    
    
    Wireless
    
    
    (1,488
    )
    
    
    (90
    )
    
    
    (7,146
    )
    
    
    (90
    )579,575
    
    
    
    435,822
    
    
    
    1,547,453
    
    
    
    1,335,599Interest(2)Cable
    
    
    61,570
    
    
    
    51,849
    
    
    
    170,417
    
    
    
    161,767DTH and Satellite Services
    
    
    6,563
    
    
    
    6,563
    
    
    
    19,390
    
    
    
    19,688Media
    
    
    15,774
    
    
    
    
    
    
    
    37,595
    
    
    
    Wireless
    
    
    5,482
    
    
    
    3,055
    
    
    
    15,269
    
    
    
    3,055Burrard Landing Lot 2 Holdings Partnership
    
    
    322
    
    
    
    330
    
    
    
    972
    
    
    
    99789,711
    
    
    
    61,797
    
    
    
    243,643
    
    
    
    185,507Cash taxes(3)Cable
    
    
    45,100
    
    
    
    31,001
    
    
    
    134,100
    
    
    
    119,005DTH and Satellite Services
    
    
    12,316
    
    
    
    9,000
    
    
    
    37,316
    
    
    
    38,000Media
    
    
    10,000
    
    
    
    
    
    
    
    22,200
    
    
    
    Other/non-operating
    
    
    (18,988
    )
    
    
    (17,950
    )
    
    
    (33,338
    )
    
    
    (29,673
    )48,428
    
    
    
    22,051
    
    
    
    160,278
    
    
    
    127,332
 (1)
    
    The nine months ended May 31, 2010 includes the impact of a one-time CRTC Part II
fee recovery of $48,662 for Cable and $26,570 for combined satellite.(2)
    
    The Company reports interest on a segmented basis for Cable, Media, Wireless and
combined satellite only. It does not report interest on a segmented basis for DTH and
Satellite Services. Interest is allocated to the Wireless division based on the Companys
average cost of borrowing to fund the capital expenditures and operating costs.(3)
    
    The Company reports cash taxes on a segmented basis for Cable, Media and combined
satellite only. It does not report cash taxes on a segmented basis for DTH and Satellite
Services.(4)
    
    The presentation of segmented operating income (expenditures) before amortization
has been adjusted to reflect on a gross basis to include intersegment transactions. As a
result, for the three months ended operating income before amortization for Cable and DTH
have decreased by $843 and $32, respectively and increased by $875 for Satellite Services,
and for the nine months ended operating income before amortization for Cable and DTH have
decreased by $2,540 and $85, respectively and increased by $2,625 for Satellite Services.  39




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 Capital expenditures
 Three months ending May 31,
    
    
    Nine months ending May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010$
    
    
    $
    
    
    $
    
    
    $Capital expenditures accrual basisCable (including corporate)
    
    
    142,898
    
    
    
    168,441
    
    
    
    461,074
    
    
    
    488,463Satellite (net of equipment profit)
    
    
    1,376
    
    
    
    1,885
    
    
    
    4,397
    
    
    
    3,924Media
    
    
    7,103
    
    
    
    
    
    
    
    14,506
    
    
    
    Wireless
    
    
    15,394
    
    
    
    9,178
    
    
    
    70,844
    
    
    
    9,178166,771
    
    
    
    179,504
    
    
    
    550,821
    
    
    
    501,565Equipment costs (net of revenue)Cable
    
    
    9,044
    
    
    
    3,058
    
    
    
    24,866
    
    
    
    12,879Satellite
    
    
    14,841
    
    
    
    17,675
    
    
    
    53,495
    
    
    
    59,34223,885
    
    
    
    20,733
    
    
    
    78,361
    
    
    
    72,221Capital expenditures and equipment costs (net)Cable
    
    
    151,942
    
    
    
    171,499
    
    
    
    485,940
    
    
    
    501,342Satellite
    
    
    16,217
    
    
    
    19,560
    
    
    
    57,892
    
    
    
    63,266Media
    
    
    7,103
    
    
    
    
    
    
    
    14,506
    
    
    
    Wireless
    
    
    15,394
    
    
    
    9,178
    
    
    
    70,844
    
    
    
    9,178190,656
    
    
    
    200,237
    
    
    
    629,182
    
    
    
    573,786Reconciliation to Consolidated Statements of Cash FlowsAdditions to property, plant and equipment
    
    
    158,176
    
    
    
    150,733
    
    
    
    593,069
    
    
    
    481,290Additions to equipment costs (net)
    
    
    32,436
    
    
    
    20,733
    
    
    
    86,912
    
    
    
    72,221Additions to other intangibles
    
    
    21,082
    
    
    
    11,079
    
    
    
    80,568
    
    
    
    25,859Total of capital expenditures and equipment costs (net) per
Consolidated Statements of Cash Flows
    
    
    211,694
    
    
    
    182,545
    
    
    
    760,549
    
    
    
    579,370Increase (decrease) in working capital related to capital
expenditures and equipment costs (net)
    
    
    (19,812
    )
    
    
    18,620
    
    
    
    (121,985
    )
    
    
    (3,095
    )Less: Proceeds on disposal of property, plant and equipment
    
    
    (469
    )
    
    
    (150
    )
    
    
    (7,268
    )
    
    
    (261
    )Less: Satellite equipment profit (1)
    
    
    (757
    )
    
    
    (778
    )
    
    
    (2,114
    )
    
    
    (2,228
    )Total capital expenditures and equipment costs (net)
reported by segments
    
    
    190,656
    
    
    
    200,237
    
    
    
    629,182
    
    
    
    573,786
 (1)
    
    The profit from the sale of satellite equipment is subtracted from the
calculation of segmented capital expenditures and equipment costs (net) as the Company
views the profit on sale as a recovery of expenditures on customer premise equipment.  40




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 Assets
 May 31, 2011SatelliteCable
    
    
    DTH
    
    
    Services
    
    
    Media
    
    
    Wireless
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Segment assets
    
    
    7,132,622
    
    
    
    850,315
    
    
    
    477,021
    
    
    
    2,890,389
    
    
    
    359,333
    
    
    
    11,709,680Corporate assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,050,347Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,760,027
 August 31, 2010SatelliteCable
    
    
    DTH
    
    
    Services
    
    
    Media
    
    
    Wireless
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Segment assets
    
    
    7,111,526
    
    
    
    844,502
    
    
    
    483,404
    
    
    
    739,125
    
    
    
    287,626
    
    
    
    9,466,183Corporate assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    687,782Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,153,965
 3. BUSINESS ACQUISITIONS
 May 31, 2011Cumulative equityCash (1)
    
    
    income
    
    
    Total$
    
    
    $
    
    
    $Television broadcasting businesses (i)
    
    
    1,208,112
    
    
    
    2,180
    
    
    
    1,210,292Cable system (ii)
    
    
    3,472
    
    
    
    
    
    
    
    3,4721,211,584
    
    
    
    2,180
    
    
    
    1,213,764
 (1)
    
    The cash consideration includes $708,000 paid in 2010 for the Companys initial
equity investment in CW Media and an option to acquire an additional equity interest. The
acquisition-date fair value of the Companys initial equity investment approximated
$549,000 compared to its carrying value of $558,500 under the equity method of accounting
which resulted in an amount of approximately $9,500 related to transaction costs which
are included in business acquisition, integration and restructuring expenses in the
income statement.(i)
    
    On May 3, 2010 the Company announced that it had entered into agreements to acquire 100%
of the broadcasting businesses of Canwest Global Communications Corp. (Canwest). The
acquisition includes all of the over-the-air channels, which were in creditor protection,
and the specialty television business of Canwest, including Canwests equity interest in
CW Investments Co. (CW Media), the company that owns the portfolio of specialty
channels acquired from Alliance Atlantis Communications Inc. in 2007. During the third
quarter of 2010, the Company completed certain portions of the acquisition including
acquiring a 49.9% equity interest, a 29.9% voting interest, and an option to acquire an
additional 14.8% equity interest and 3.4% voting interest in CW Media. On October 22,
2010, the CRTC approved the transaction and the Company closed the purchase on October
27, 2010. Certain of the subsidiary specialty channels continue to have non-controlling
interests. The purpose of the acquisition is to combine programming content with the
Companys cable and satellite distribution network, and future wireless service, to
create a vertically integrated entertainment and communications company.  41




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 The transaction has been accounted for using the acquisition method and results of
operations have been included commencing October 27, 2010. These broadcasting businesses
have contributed $681,459 of revenue and $239,677 of operating income before amortization
for the period from October 27 to May 31, 2011. If the acquisition had closed on
September 1, 2010, the Media revenue and operating income before amortization for the
nine month period would have been approximately $865,000 and $312,000, respectively. Net
income is not determinable due to emergence of certain portions of the business from
bankruptcy protection.In the current year, acquisition related costs of $60,882 have been expensed and include
amounts incurred to effect the transaction, such as professional fees paid to lawyers and
consultants, as well as restructuring costs to integrate the new businesses and increase
organizational effectiveness for future growth as well as senior leadership
reorganization.As part of the CRTC decision approving the transaction, the Company is required to
contribute approximately $180,000 in new benefits to the Canadian broadcasting system
over the next seven years. Most of this contribution will be used to create new
programming on Canwest services, construct digital transmission towers and provide a
satellite solution for over-the-air viewers whose local television stations do not
convert to digital. The obligation has been recorded in the income statement at fair
value, being the sum of the discounted future net cash flows using a 5.75% discount rate.
In addition, the Company assumed the CRTC benefit obligation from Canwests acquisition
of Specialty services in 2007 which was a remaining commitment of approximately $95,000
on acquisition.The purchase price allocation is preliminary pending finalization of valuation of the net
assets acquired. A summary of net assets acquired and preliminary allocation is as
follows: $Net assets acquired at assigned fair valuesCash and cash equivalents
    
    
    83,134Receivables
    
    
    296,665Other current assets (1)
    
    
    236,898Future income taxes
    
    
    26,882Derivative instrument
    
    
    15,765Investments and other assets
    
    
    15,958Property, plant and equipment
    
    
    140,617Intangibles (2)
    
    
    1,567,259Goodwill, not deductible for tax (3)
    
    
    641,6643,024,842Current liabilities (1)
    
    
    (284,293
    )Current debt (4)
    
    
    (399,065
    )Derivative instruments (4)
    
    
    (81,975
    )Non-current liabilities
    
    
    (104,864
    )Future income taxes
    
    
    (287,006
    )Long-term debt (5)
    
    
    (411,633
    )Non-controlling interests (6)
    
    
    (245,714
    )1,210,292
 (1)
    
    The Company acquired a remaining tax indemnity amount of $25,906 as part of the
acquisition. The indemnity arose in 2007 as part of Canwests acquisition of Specialty
services where a wholly-owned subsidiary of CW Media entered into an agreement pursuant
to which certain of the parties agreed to indemnify the company in respect of certain tax
liabilities. A corresponding income tax liability was also
assumed which according to the terms of the agreement, will be recovered from other
parties to the agreement if and when the liabilities are settled.  42




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 (2)
    
    Intangibles includes broadcast licenses, brands, program rights, a trademark
and software assets.(3)
    
    Goodwill comprises the value of expected efficiencies from combining
programming content and distribution businesses into vertically integrated operations,
growth expectations and an assembled workforce.(4)
    
    Current debt is comprised of a US $389,636 term loan. Shortly after closing
the acquisition, the Company repaid the term loan including breakage of the related
currency swaps.(5)
    
    Within 30 days of closing the transaction, a subsidiary of CW Media was
required to make a change of control offer at a cash price equal to 101% of the
obligations under the US $338,306 13.5% senior unsecured notes due 2015 issued by it in
accordance with a related indenture dated as of July 3, 2008. As a result, on November
15, 2010, an offer was made to purchase all of the notes for an effective purchase price
of US $1,145.58 for each US $1,000 face amount. An aggregate of US $51,620 face amount
was tendered under the offer and purchased by the Company during the second quarter for
cancellation for an aggregate price of approximately US $59,135, including accrued
interest. The change of control offer expired on December 15, 2010 and no further
purchases are required.(6)
    
    Non-controlling interests in certain of the subsidiary specialty channels were
assumed as part of the acquisition and are recorded at their proportionate share of the
fair value of identifiable net assets acquired.(ii)
    
    During the first quarter, the Company purchased the assets of the Lake Broadcasting cable
system serving approximately 1,000 basic subscribers in the interior of British Columbia.
These assets were purchased as they compliment the Companys existing surrounding cable
systems. The transaction has been accounted for using the acquisition method and results of
operations have been included commencing October 1, 2010. These assets have contributed
approximately $495 of revenue and $145 of operating income before amortization for the period
October 1 to May 31, 2011. A summary of net assets acquired is as follows: $Identifiable net assets acquired at assigned fair valuesProperty, plant and equipment
    
    
    584Broadcast rights
    
    
    2,9163,500Working capital deficiency
    
    
    (28
    )3,472
  43




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 4. LONG-TERM DEBT
 May 31, 2011Adjustment
    
    
    
    
    
    
    August 31, 2010Long-term
    
    
    for finance
    
    
    Long-term
    
    
    Long-termEffective
    
    
    debt at
    
    
    costs and fair
    
    
    debt
    
    
    debt at
    
    
    Adjustment
    
    
    Long-terminterest
    
    
    amortized
    
    
    value
    
    
    repayable at
    
    
    amortized
    
    
    for finance
    
    
    debt repayablerates
    
    
    cost (1)
    
    
    adjustment(1)
    
    
    maturity
    
    
    cost (1)
    
    
    costs (1)
    
    
    at maturity%
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $CorporateSenior notes-Bank loans
    
    Variable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cdn $600,000 6.50% due June 2, 2014
    
    
    6.56
    
    
    
    595,863
    
    
    
    4,137
    
    
    
    600,000
    
    
    
    594,941
    
    
    
    5,059
    
    
    
    600,000Cdn $400,000 5.70% due March 2, 2017
    
    
    5.72
    
    
    
    396,503
    
    
    
    3,497
    
    
    
    400,000
    
    
    
    396,124
    
    
    
    3,876
    
    
    
    400,000Cdn $450,000 6.10% due
November 16, 2012
    
    
    6.11
    
    
    
    448,495
    
    
    
    1,505
    
    
    
    450,000
    
    
    
    447,749
    
    
    
    2,251
    
    
    
    450,000Cdn $300,000 6.15% due May 9, 2016
    
    
    6.34
    
    
    
    293,772
    
    
    
    6,228
    
    
    
    300,000
    
    
    
    292,978
    
    
    
    7,022
    
    
    
    300,000Cdn $1,250,000 5.65% due
October 1, 2019
    
    
    5.69
    
    
    
    1,241,275
    
    
    
    8,725
    
    
    
    1,250,000
    
    
    
    1,240,673
    
    
    
    9,327
    
    
    
    1,250,000Cdn $1,450,000 6.75% due
November 9, 2039 (3)
    
    
    6.89
    
    
    
    1,415,692
    
    
    
    34,308
    
    
    
    1,450,000
    
    
    
    641,684
    
    
    
    8,316
    
    
    
    650,000Cdn $350,000 7.50% due
November 20, 2013
    
    
    7.50
    
    
    
    347,736
    
    
    
    2,264
    
    
    
    350,000
    
    
    
    347,129
    
    
    
    2,871
    
    
    
    350,000Cdn $500,000 5.50% due
December 7, 2020 (4)
    
    
    5.55
    
    
    
    495,242
    
    
    
    4,758
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    5,234,578
    
    
    
    65,422
    
    
    
    5,300,000
    
    
    
    3,961,278
    
    
    
    38,722
    
    
    
    4,000,000Other subsidiaries and entitiesBurrard Landing Lot 2 Holdings Partnership
    
    
    6.31
    
    
    
    20,536
    
    
    
    69
    
    
    
    20,605
    
    
    
    20,950
    
    
    
    83
    
    
    
    21,033Shaw Media Inc. 13.50% US senior unsecured notes
due August 15, 2015 (2)
    
    
    8.56
    
    
    
    319,651
    
    
    
    (46,183
    )
    
    
    273,468
    
    
    
    
    
    
    
    
    
    
    
    Total consolidated debt
    
    
    
    
    
    
    5,574,765
    
    
    
    19,308
    
    
    
    5,594,073
    
    
    
    3,982,228
    
    
    
    38,805
    
    
    
    4,021,033Less current portion (5)
    
    
    
    
    
    
    584
    
    
    
    19
    
    
    
    603
    
    
    
    557
    
    
    
    19
    
    
    
    5765,574,181
    
    
    
    19,289
    
    
    
    5,593,470
    
    
    
    3,981,671
    
    
    
    38,786
    
    
    
    4,020,457
 (1)
    
    Long-term debt, excluding bank loans, is presented net of unamortized discounts,
finance costs and bond forward proceeds of $65,491 (August 31, 2010  $38,805) and a fair
value adjustment of $46,183 (US $47,670) in respect of the US senior unsecured notes assumed
on the acquisition of CW Media.(2)
    
    The US $338,306 senior unsecured notes, which were assumed on acquisition of the
Canwest broadcasting business, are translated at the period end foreign exchange rate. During
the second quarter, US $51,620 face amount was tendered under a change of control offer and
purchased by the Company for cancellation (see note 3) which resulted in a gain of $9,981. The
gain resulted from recognizing the remaining unamortized acquisition date fair value
adjustment of $10,545 in respect of the US $51,620 face amount net of the 1% repurchase
premium of $564. After giving effect to the aforementioned repurchase, US $260,380 face
amount remains outstanding. The US $312,000 senior unsecured notes were originally issued on
July 3, 2008 at 13.5% per annum, compounded semi-annually. For periods up to August 15, 2011
(the cash interest date), interest is accrued, however is not payable until maturity unless
the Company elects to pay interest in cash with respect to any period before the cash interest
date. At May 31, 2011 US $21,953 of accrued interest remains outstanding and included in the
principal debt balance with respect to the period of July 3, 2008 to February 15, 2009.
Interest for all periods subsequent to February 15, 2009 has been paid in cash. After August
15, 2011, interest is payable in cash commencing February 15, 2012. The senior unsecured
notes have a variable prepayment option at a premium of 106.75 in 2011 which declines on a
straight-line basis to par in 2013. The prepayment option represents an embedded derivative
that is accounted for separately at fair value.(3)
    
    On each of December 7, 2010 and February 17, 2011, the Company issued an additional
$400,000 under the reopened 6.75% senior unsecured notes due 2039. The effective interest
rate on the aggregate $1,450,000 senior notes is 6.89% due to discounts on the issuances.(4)
    
    On December 7, 2010, the Company issued $500,000 senior notes at a rate of 5.50% due
December 7, 2020. The effective rate is 5.55% due to the discount on the issuance. The
senior notes are unsecured obligations that rank equally
and ratably with all existing and future senior unsecured indebtedness. The notes are
redeemable at the Companys option at any time, in whole or in part, prior to maturity at 100%
of the principal plus a make-whole premium. In conjunction with the senior notes issuances in
December 2010, the unsecured $500,000 revolving credit facility was cancelled.(5)
    
    Current portion of long-term debt is the amount due within one year on the
Partnerships mortgage bonds.  44




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 5. SHARE CAPITAL
 Issued and outstanding
  Class A Shares
    
    
    Class B Non-Voting Shares
    
    
    Preferred SharesNumber
    
    
    $
    
    
    Number
    
    
    $
    
    
    Number
    
    
    $August 31, 2010
    
    
    22,520,064
    
    
    
    2,468
    
    
    
    410,622,001
    
    
    
    2,248,030
    
    
    
    
    
    
    
    Issued upon stock option plan exercises
    
    
    
    
    
    
    
    
    
    
    1,920,048
    
    
    
    35,275
    
    
    
    
    
    
    
    Issued pursuant to dividend reinvestment plan
    
    
    
    
    
    
    
    
    
    
    474,987
    
    
    
    9,535
    
    
    
    
    
    
    
    Issued pursuant to prospectus supplement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000,000
    
    
    
    300,000Share issue costs, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,686
    )May 31, 2011
    
    
    22,520,064
    
    
    
    2,468
    
    
    
    413,017,036
    
    
    
    2,292,840
    
    
    
    12,000,000
    
    
    
    293,314
 Preferred shares
    Stock option plan
   45




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
  Weighted averageexercise priceNumber
    
    
    $Outstanding, beginning of period
    
    
    23,993,150
    
    
    
    20.48Granted
    
    
    2,939,000
    
    
    
    20.89Forfeited
    
    
    (1,983,152
    )
    
    
    20.59Exercised
    
    
    (1,920,048
    )
    
    
    16.90Outstanding, end of period
    
    
    23,028,950
    
    
    
    20.82
  Weightedaverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber
    
    
    remaining
    
    
    average exercise
    
    
    Number
    
    
    averageRange of prices
    
    outstanding
    
    
    contractual life
    
    
    price
    
    
    exercisable
    
    
    exercise price$8.69
    
    
    20,000
    
    
    
    2.39
    
    
    $
    8.69
    
    
    
    20,000
    
    
    $
    8.69$14.85 - $22.27
    
    
    15,376,450
    
    
    
    7.23
    
    
    $
    19.02
    
    
    
    6,692,200
    
    
    $
    17.95$22.28 - $26.20
    
    
    7,632,500
    
    
    
    6.26
    
    
    $
    24.48
    
    
    
    5,960,125
    
    
    $
    24.48
  Three months ending May 31,
    
    
    Nine months ending May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010Dividend yield
    
    
    4.45
    %
    
    
    4.41
    %
    
    
    4.31
    %
    
    
    4.31
    %Risk-free interest rate
    
    
    2.58
    %
    
    
    2.31
    %
    
    
    2.18
    %
    
    
    2.37
    %Expected life of options
    
    
    5 years
    
    
    
    5 years
    
    
    
    5 years
    
    
    
    5 yearsExpected volatility factor of the future expected
market price of Class B Non-Voting Shares
    
    
    25.7
    %
    
    
    26.1
    %
    
    
    25.8
    %
    
    
    26.4
    %
 Contributed surplus
  Nine months endedMay 31, 2011$Balance, beginning of period
    
    
    53,330Stock-based compensation
    
    
    13,003Stock options exercised
    
    
    (2,826
    )Balance, end of period
    
    
    63,507
  46




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 Dividend reinvestment plan
  6. EARNINGS PER SHARE
  Three months ending May 31,
    
    
    Nine months ending May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010Numerator for basic and diluted earnings per share ($)Net income attributable to common shareholders
    
    
    194,860
    
    
    
    158,216
    
    
    
    372,992
    
    
    
    411,157Denominator (thousands of shares)Weighted average number of Class A Shares and
Class B Non-Voting Shares for basic earnings per share
    
    
    434,816
    
    
    
    432,323
    
    
    
    434,346
    
    
    
    432,595Effect of dilutive securities
    
    
    817
    
    
    
    1,058
    
    
    
    1,117
    
    
    
    1,236Weighted average number of Class A Shares and
Class B Non-Voting Shares for diluted earnings per share
    
    
    435,633
    
    
    
    433,381
    
    
    
    435,463
    
    
    
    433,831Earnings per share ($)Basic and diluted
    
    
    0.45
    
    
    
    0.37
    
    
    
    0.86
    
    
    
    0.95
  47




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 7. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  Amount
    
    
    Income taxes
    
    
    Net$
    
    
    $
    
    
    $Change in unrealized fair value of derivatives designated as
cash flow hedges
    
    
    (15,835
    )
    
    
    2,968
    
    
    
    (12,867
    )Adjustment for hedged items recognized in the period
    
    
    3,556
    
    
    
    (967
    )
    
    
    2,589Unrealized loss on available-for-sale investment
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Unrealized foreign exchange loss on translation of a
self-sustaining foreign operation
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )(12,283
    )
    
    
    2,001
    
    
    
    (10,282
    )
  Amount
    
    
    Income taxes
    
    
    Net$
    
    
    $
    
    
    $Change in unrealized fair value of derivatives designated as
cash flow hedges
    
    
    (434
    )
    
    
    119
    
    
    
    (315
    )Adjustment for hedged items recognized in the period
    
    
    2,382
    
    
    
    (655
    )
    
    
    1,727Unrealized loss on available-for-sale investment
    
    
    (62
    )
    
    
    8
    
    
    
    (54
    )1,886
    
    
    
    (528
    )
    
    
    1,358
  Amount
    
    
    Income taxes
    
    
    Net$
    
    
    $
    
    
    $Change in unrealized fair value of derivatives designated as
cash flow hedges
    
    
    (63,086
    )
    
    
    10,864
    
    
    
    (52,222
    )Adjustment for hedged items recognized in the period
    
    
    18,068
    
    
    
    (5,425
    )
    
    
    12,643Reclassification of foreign exchange loss on hedging
derivatives to income to offset foreign exchange gain on US
denominated debt
    
    
    40,505
    
    
    
    (5,565
    )
    
    
    34,940Reclassification of remaining losses on hedging derivatives
to income upon early redemption of hedged US denominated
debt
    
    
    50,121
    
    
    
    (7,463
    )
    
    
    42,658Unrealized loss on available-for-sale investment
    
    
    (570
    )
    
    
    74
    
    
    
    (496
    )Unrealized foreign exchange loss on translation of a
self-sustaining foreign operation
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )45,036
    
    
    
    (7,515
    )
    
    
    37,521
  48




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
  Amount
    
    
    Income taxes
    
    
    Net$
    
    
    $
    
    
    $Change in unrealized fair value of derivatives designated as
cash flow hedges
    
    
    (966
    )
    
    
    377
    
    
    
    (589
    )Adjustment for hedged items recognized in the period
    
    
    2,784
    
    
    
    (1,054
    )
    
    
    1,730Unrealized loss on available-for-sale investment
    
    
    (903
    )
    
    
    117
    
    
    
    (786
    )Unrealized foreign exchange loss on translation of a
self-sustaining foreign operation
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )914
    
    
    
    (560
    )
    
    
    354
  May 31, 2011
    
    
    August 31, 2010$
    
    
    $Unrealized foreign exchange gain on translation of a
self-sustaining foreign operation
    
    
    346
    
    
    
    349Fair value of derivatives
    
    
    (1,651
    )
    
    
    8,627Unrealized loss on available-for-sale investment
    
    
    (1
    )
    
    
    (1,306
    )
    
    
    8,976
  49




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 8. STATEMENTS OF CASH FLOWS
   Three months ended May 31,
    
    
    Nine months ended May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010$
    
    
    $
    
    
    $
    
    
    $Net income
    
    
    202,670
    
    
    
    158,216
    
    
    
    390,301
    
    
    
    411,157Adjustments to reconcile net income to funds flow from operations:AmortizationDeferred IRU revenue
    
    
    (3,137
    )
    
    
    (3,137
    )
    
    
    (9,410
    )
    
    
    (9,410
    )Deferred equipment revenue
    
    
    (26,340
    )
    
    
    (29,865
    )
    
    
    (79,373
    )
    
    
    (91,608
    )Deferred equipment costs
    
    
    50,758
    
    
    
    56,497
    
    
    
    152,756
    
    
    
    174,146Deferred charges
    
    
    256
    
    
    
    256
    
    
    
    768
    
    
    
    768Property, plant and equipment
    
    
    146,045
    
    
    
    128,348
    
    
    
    452,740
    
    
    
    384,728Other intangibles
    
    
    10,987
    
    
    
    6,443
    
    
    
    33,061
    
    
    
    24,378Financing costs  long-term debt
    
    
    1,097
    
    
    
    962
    
    
    
    3,206
    
    
    
    3,015Program rights
    
    
    22,668
    
    
    
    
    
    
    
    65,244
    
    
    
    Future income tax expense (recovery)
    
    
    23,066
    
    
    
    29,410
    
    
    
    (12,176
    )
    
    
    2,363Equity loss (income) on investees
    
    
    (255
    )
    
    
    2,700
    
    
    
    (14,089
    )
    
    
    2,700Debt retirement costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,585Gain on repurchase of debt [note 4]
    
    
    
    
    
    
    
    
    
    
    (9,981
    )
    
    
    CRTC benefit obligation [note 3]
    
    
    
    
    
    
    
    
    
    
    139,098
    
    
    
    CRTC benefit obligation funding
    
    
    (8,317
    )
    
    
    
    
    
    
    (15,343
    )
    
    
    Business acquisition, integration and restructuring expenses
    
    
    
    
    
    
    
    
    
    
    37,196
    
    
    
    Stock-based compensation
    
    
    3,187
    
    
    
    4,430
    
    
    
    11,273
    
    
    
    13,197Defined benefit pension plan
    
    
    7,585
    
    
    
    6,969
    
    
    
    24,243
    
    
    
    20,906Loss on derivative instruments
    
    
    3,016
    
    
    
    487
    
    
    
    25,780
    
    
    
    45,783Realized loss on settlement of financial instruments
    
    
    (5,846
    )
    
    
    (12,649
    )
    
    
    (19,116
    )
    
    
    (19,324
    )Payments on cross-currency agreements [note 3]
    
    
    
    
    
    
    
    
    
    
    (86,109
    )
    
    
    Foreign exchange gain on unhedged long-term debt
    
    
    (791
    )
    
    
    
    
    
    
    (23,376
    )
    
    
    Accretion of long-term liabilities
    
    
    5,049
    
    
    
    644
    
    
    
    10,862
    
    
    
    1,497Other
    
    
    (1,393
    )
    
    
    1,099
    
    
    
    87
    
    
    
    2,087Funds flow from operations
    
    
    430,305
    
    
    
    350,810
    
    
    
    1,077,642
    
    
    
    1,047,968
 (ii)
    
    Changes in non-cash working capital balances related to operations include the following:
 Three months ended May 31,
    
    
    Nine months ended May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010$
    
    
    $
    
    
    $
    
    
    $Accounts receivable
    
    
    (42,453
    )
    
    
    25,246
    
    
    
    (32,723
    )
    
    
    (5,155
    )Prepaids and other
    
    
    1,767
    
    
    
    2,964
    
    
    
    (15,008
    )
    
    
    2,356Accounts payable and accrued liabilities
    
    
    (19,345
    )
    
    
    (73,579
    )
    
    
    (77,775
    )
    
    
    (122,966
    )Income taxes payable
    
    
    (7,112
    )
    
    
    21,486
    
    
    
    (194,390
    )
    
    
    116,369Unearned revenue
    
    
    3,954
    
    
    
    1,617
    
    
    
    6,047
    
    
    
    3,119(63,189
    )
    
    
    (22,266
    )
    
    
    (313,849
    )
    
    
    (6,277
    )
  50




---



##### 



Shaw Communications Inc.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 May 31, 2011 and 2010
[all amounts in thousands of Canadian dollars, except per share amounts]
 (iii)
    
    Interest and income taxes paid and classified as operating activities are as follows:
 Three months ended May 31,
    
    
    Nine months ended May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010$
    
    
    $
    
    
    $
    
    
    $Interest
    
    
    131,464
    
    
    
    103,873
    
    
    
    280,139
    
    
    
    218,393Income taxes
    
    
    51,379
    
    
    
    860
    
    
    
    348,046
    
    
    
    4,189
 (iv)
    
    Non-cash transactions:
  Three months ended May 31,
    
    
    Nine months ended May 31,2011
    
    
    2010
    
    
    2011
    
    
    2010$
    
    
    $
    
    
    $
    
    
    $Issuance of Class B Non-Voting Shares:Dividend reinvestment plan
    
    
    9,535
    
    
    
    
    
    
    
    9,535
    
    
    
    Cable system acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
 9. OTHER LIABILITIES
  10. RESTRUCTURING EXPENSES
  11. COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS
   51