##### Table of Contents



SHAW
    COMMUNICATIONS INC.
  ANNUAL REPORT
    2009




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##### Table of Contents



SHAW
    COMMUNICATIONS
    ANNUAL REPORT
 August 31,
    2009
  SHAW
    COMMUNICATIONS INC.
  ANNUAL
    REPORT
  CONTENTS

PageReport to Shareholders


1Managements Discussion and Analysis


4Managements Responsibility for Financial
    Statements and Report on Internal Control over Financial
    Reporting


53Independent Auditors Reports


55Consolidated Financial Statements


57Notes to Consolidated Financial Statements


61Five Years in Review


106Shareholders Information


107Corporate Information


108




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##### Table of Contents



Shaw
    Communications Inc.
    REPORT TO SHAREHOLDERS
    August 31, 2009  Dear fellow
    Shareholders:
    OUR
    RESULTS AFFIRM OUR STRATEGY IS SOUND
    
    Consolidated service revenue and consolidated service operating
    income before
    amortization1

    each improved 9% to $3.39 billion and $1.54 billion,
    respectively.
    Total capital investment increased almost $50 million to
    over $775 million.
    Free cash
    flow1 was

    up 11% to $504 million.
    Our operating
    margins1

    continue to be
    best-in-class
    among our North American peers.
    Dividends paid to shareholders were up 16% to over
    $350 million.  CUSTOMERS
    ARE THE CORNERSTONE OF OUR STRATEGY
    
    Basic cable customers increased to 2.29 million and DTH
    customers grew to over 900,000.
    Our Digital customer base was up 389,000, an increase of over
    40% to 1.3 million, driven by our focus on Digital
    deployment combined with consumer demand for HDTV.
    We increased our Internet subscriber base to 1.68 million.
    Internet penetration continues to be one of the highest in North
    America at over 73%.
    Digital Phone lines were up 218,000 to 830,000. Digital Phone
    service is now available to over 94% of our Basic customers and
    penetration rates have reached 38%.    INNOVATION
    DELIVERS IMPROVED PRODUCTS AND SERVICES FOR CUSTOMERS
  ease-of-use
  
    We increased internet speeds for our wide range of internet
    products by 50% and launched a 100 Mbps service using
    DOCSIS 3.0 technology.
    We launched a new Digital rental program with a focus on growing
    our Digital base over the next several years. 1




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##### Table of Contents



Shaw
    Communications Inc.
    REPORT TO SHAREHOLDERS
    August 31, 2009
  
    We continued to enhance our HD offerings adding popular channels
    and future expansion capacity to meet the growing demand for
    HDTV. We now carry 56 HD channels and offer over 500 HD titles
    through VOD and PPV.
    We expanded our Digital Phone footprint and offer three tiers of
    residential Digital Phone products appealing to a wide range of
    customers as well as offering a variety of business voice
    services.
    We continued to upgrade our back office and customer support
    systems for enhanced service and efficiency improvements.
    We have also invested for the future and hold sufficient
    wireless spectrum to enable the launch of a major new customer
    service.    OUR
    FINANCIAL POSITION REMAINS SOLID
    
    We repurchased $34 million of our Class B Non-Voting
    Participating Shares this year for cancellation.
    In March 2009 we completed a $600 million senior notes
    offering at 6.50%. In April, we redeemed $130 million of
    senior debentures.
    Subsequent to our fiscal year end we closed a $1.25 billion
    offering of 5.65% senior notes due October 1, 2019.
    This was the largest 10 year BBB debt offering ever
    completed in Canada. The proceeds were used to pay near maturing
    debt, and we now have no significant debt maturities until late
    calendar 2012.
    Most recently, in November 2009, we took advantage of favorable
    market conditions and issued $650 million 6.75%
    30 year senior notes. This was the largest 30 year BBB
    debt offering ever completed in Canada. It will be a cost
    efficient cornerstone of our capital structure for many years to
    come.
    We have made cable system acquisitions, Campbell River in
    February, and in October 2009 we closed Mountain Cable in
    Hamilton; both of which add customers and represent
    complementary growth opportunities for Shaw.  OUR
    FUTURE
     2




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##### Table of Contents



Shaw
    Communications Inc.
    REPORT TO SHAREHOLDERS
    August 31, 2009
        [Signed]

[Signed]JR Shaw

Jim ShawExecutive Chair

Chief Executive Officer and Vice Chair      1
    
    See definitions under key
    performance drivers in Managements Discussion and Analysis 3




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##### 



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  November 30,
    2009
  FORWARD
    INDEX
   
  CONTENTS

PageOutlineI.



INTRODUCTION TO THE BUSINESS


6A.

Company overview  core business and
    strategies


6B.

General development of the business


6C.

Description of the business


10D.

Seasonality and other information concerning the
    business


13E.

Government regulations and regulatory
    developments


14F.

Key performance drivers


18G.

Critical accounting policies and estimates


20H.

Related party transactions


26I.

New accounting standards


27J.

Known events, trends, risks and uncertainties


28II.



SUMMARY OF QUARTERLY RESULTS


36III.



RESULTS OF OPERATIONS


37IV.



FINANCIAL POSITION


48V.



CONSOLIDATED CASH FLOW ANALYSIS


49VI.



LIQUIDITY AND CAPITAL RESOURCES


50VII.



ADDITIONAL INFORMATION


52VIII.



COMPLIANCE WITH NYSE CORPORATE GOVERNANCE LISTING
    STANDARDS


52IX.



CERTIFICATION


52    CAUTION
    CONCERNING FORWARD LOOKING STATEMENTS
   4




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
     5




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  I.
    INTRODUCTION
    TO THE BUSINESS  A.
    Company
    overview  core business and strategies  direct-to-home
    1 best-in-class 24/7/365
  direct-to-home
      B.
    General
    development of the business  (i)
    Cable 
      1
 6




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
            Pay-Per-View Video-on-Demand
   7




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
                   8




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
      (ii)
    Satellite         
    Shaw Broadcast Services  redistributing television
    and radio signals via satellite to cable operators and other
    multi-channel system operators in Canada and the US, referred to
    as a satellite relay distribution undertaking
    (SRDU,) and providing uplink and network management
    services for conventional, specialty and pay broadcasters on a
    contract basis; and
    Shaw Tracking  provision of satellite tracking and
    messaging services to the Canadian trucking industry, and
    integration and management of satellite data networks with
    land-based telecommunications.   9




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  (iii)
    Wireless   C.
    Description
    of the business    1.
    Cable      Video-on-Demand
      Video-on-Demand.
 10




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  Internet
            e-mail e-mail
  Digital
    Phone
  E-911 around-the-clock (24/7/365)
   11




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  IP-based
      Shaw
    Business Solutions
  end-to-end
  2.
    Satellite    Nature of Satellite ServicesSatellite

Transponders

InterestAnik F2

18 Ku-band

Owned5 Ku-band

Leased2 Ku-band (partial)

LeasedAnik F1R

28 Ku-band

Leased2 C-band

LeasedIntelsat Galaxy 16

1 Ku-band (partial)

Leased   Shaw
    Direct
  line-up over-the-air
 12




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
      Shaw
    Broadcast Services
      ,
  Shaw
    Tracking
    D.
    Seasonality
    and other additional information concerning the
    business  (a)
    Seasonality
    and customer dependency  13




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
    (b)
    Environmental
    matters   (c)
    Foreign
    operations     (d) Employees
  E. Government
    regulations and regulatory developments  Broadcasting Act (Canada) Telecommunications Act
    (Canada) Radiocommunication Act (Canada) Copyright Act (Canada)
     14




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
        Licensing
    and ownership
   Rate
    regulation
   Regulation
    with the potential for new or increased fees
   over-the-air over-the-air over-the-air
  over-the-air over-the-air fee-for-carriage,
 15




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  over-the-air
  over-the-air
  Access
    rights
   Part II
    fees
     Digital
    Phone
  16




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  and/or
  New
    Media and Internet
     Limits
    on Non-Canadian ownership and control for broadcasting
    undertakings
      17




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  F. Key
    performance drivers    FINANCIAL MEASURES:
 i) Service
    revenue
   The Companys continuous disclosure documents may
    provide discussion and analysis of non-GAAP financial measures.
    These financial measures do not have standard definitions
    prescribed by Canadian or US GAAP and therefore may not be
    comparable to similar measures disclosed by other companies. The
    Company utilizes these measures in making operating decisions
    and assessing its performance. Certain investors, analysts and
    others utilize these measures in assessing the Companys
    financial performance and as an indicator of its ability to
    service debt and return cash to shareholders. These non-GAAP
    measures have not been presented as an alternative to net income
    or any other measure of performance or liquidity prescribed by
    Canadian or US GAAP. The following contains a listing of the
    Companys use of non-GAAP financial measures and provides a
    reconciliation to the nearest GAAP measurement or provides a
    reference to such reconciliation.
  ii) Service
    operating income before amortization and operating
    margin
 sub-total and/or
    iii) Free
    cash flow
   ($000s Cdn)

2009


2008


2007Cable free cash
    flow(1)


342,798



305,338



237,601Satellite free cash
    flow(2)


161,618



147,293



118,591Consolidated free cash flow


504,416



452,631



356,192   (1)
    The reconciliation of free cash flow for cable is provided on
    page 42.(2)
    The reconciliation of free cash flow for satellite is provided
    on page 46. 18




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
         STATISTICAL MEASURES:
 Subscriber
    counts, including penetration and bundled
    customers
        19




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  G. Critical
    accounting policies and estimates    i)
    Revenue
    and expense recognition   and/or
  Subscriber
    connection fee revenue
      20




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  Customer premise
    equipment revenue
     Shaw Tracking
    equipment revenue
     Shaw Business
    Solutions
   Income statement
    classification
  21




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
    Subscriber
    connection and installation costs
   ii) Allowance
    for doubtful accounts
   iii) Property,
    plant and equipment  capitalization of direct labour
    and overhead
     1.
    Corporate departments such as engineering and information
    technology (IT): Engineering is primarily involved
    in overall planning and development of the
    cable/Internet/Digital Phone infrastructure. Labour and overhead
    costs directly related to this activity are capitalized as the
    activities directly relate to the planning and design of the
    construction of the distribution system. Over the past several
    years the IT department has devoted considerable efforts towards
    the development of systems to support Digital Phone and projects
    related to new customer management, billing and operating
    support systems. Labour costs directly related to these and
    other projects are capitalized.2.
    Cable regional construction departments, which are principally
    involved in constructing, rebuilding and upgrading the
    cable/Internet/Digital Phone infrastructure: Labour and overhead 22




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  costs directly related to the construction activity are
    capitalized as the activities directly relate to the
    construction or upgrade of the distribution system. Capital
    projects include, but are not limited to, projects such as new
    subdivision builds, increasing network capacity for Internet,
    Digital Phone and VOD by reducing the number of homes fed from
    each node, and upgrades of plant capacity.  3.
    Subscriber-related activities such as installation of new drops
    and Internet services. The labour and overhead directly related
    to the installation of new services are capitalized as the
    activity involves the installation of capital assets (i.e.,
    wiring, filters, software, etc.) which enhance the service
    potential of the distribution system through the ability to earn
    future service revenues. Costs associated with service calls,
    collections, disconnects and reconnects that do not involve the
    installation of a capital asset are expensed.      iv) Property,
    plant and equipment  capitalization of
    interest
   v) Depreciation
    policies and useful lives
   vi) Intangibles
  23




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
        
    Cable systems
    DTH and satellite services  vii) Asset
    Impairment
      24




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
      Terminal ValueTerminal Service Operating IncomeDiscount Rate

Terminal Growth Rate

before Amortization MultipleMarch

December

March

December

March

December2009

2008

2009

2008

2009

2008Cable systems


9.0
%


8.5
%


2.5
%


2.75
%


6.0x



7.5xDTH and satellite services


10.5
%


10.0
%


2.0
%


2.5
%


5.5x



6.0x     Carrying amount2009


2008$


$Broadcast rightsCable systems


3,833,021



3,792,946DTH and satellite services


983,132



983,1324,816,153



4,776,078Goodwill  non-regulated satellite services


88,111



88,111Net book value


4,904,264



4,864,189   viii) Employment
    benefit plans
  25




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
    Accrued BenefitObligation at

Pension ExpenseEnd of Fiscal 2009

Fiscal 2009Discount Rate


6.75
%


6.25
%Impact of: 1% decrease ($000s Cdn)


37,129



4,950   ix) Future
    income taxes
   x) Commitments
    and contingencies
  H. Related
    party transactions    Normal
    course transactions
   Corus
    Entertainment Inc. (Corus)
  26




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  Burrard
    Landing Lot 2 Holdings Partnership
  I. New
    accounting standards      (i) Inventories
   (ii) Financial
    instruments
     (iii) Capital
    disclosures
     (iv) Goodwill
    and intangible assets
  27




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  (v) 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. The
    Company has completed its preliminary identification and
    assessment of accounting and reporting differences and
    evaluation of accounting policies is in progress. In addition,
    training has been provided to certain key employees involved in
    or directly impacted by the conversion process.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.  J. Known
    events, trends, risks and uncertainties   28




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
    
    Competition and technological change, including change in
    regulatory risks
    Interest rate, foreign exchange, capital market and economic
    conditions risks
    Contingencies
    Uninsured risks of loss
    Reliance on suppliers
    Holding Company structure
    Control of Shaw by the Shaw family
    Information systems and internal business processes
    Dividend payments  i) Competition
    and technological change
   CABLE TELEVISION AND
    DTH
 over-the-air free-to-air
  line-of-sight
       29




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  line-ups,
      INTERNET
   dial-up dial-up
  dial-up
   30




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
      SATELLITE SERVICES
   INTERNET
    INFRASTRUCTURE
   DIGITAL PHONE
       IMPACT OF REGULATION
  31




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  and/or
    ii) Interest
    rate, foreign exchange, market value, capital market and
    economic conditions risks
 A-1.
  day-to-day
  (a)
    Interest rates: Due to the capital-intensive nature of
    Shaws operations, the Company utilizes long-term financing
    extensively in its capital structure. The primary components of
    this structure are:  1.
    Banking facilities as more fully described in Note 9 to the
    Consolidated Financial Statements.2.
    Various Canadian and US denominated senior notes and debentures
    with varying maturities issued in the public and private markets
    as more fully described in Note 9 to the Consolidated
    Financial Statements.  day-to-day
    (b)
    Foreign exchange: As the Company has grown it has accessed US
    capital markets for a portion of its borrowings. As at
    August 31, 2009 the Company had the following three series
    of senior notes outstanding that were denominated in US dollars:  
    US $440 million 8.25% senior notes due April 11, 2010,
    US $225 million 7.25% senior notes due April 6, 2011,
    and
    US $300 million 7.20% senior notes due December 15,
    2011. 32




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
     .
    (c)
    Capital markets: The Company requires ongoing access to capital
    markets to support its operations. Changes in capital market
    conditions, including significant changes in market interest
    rates or lending practices, may have a material adverse effect
    on the Companys ability to raise or refinance short-term
    or long-term debt, and thus on its financial position and
    ability to operate.(d)
    Economic conditions: During 2009 Canadas economic growth
    trended downward reflecting the uncertainty in global financial
    and equity markets and the slowdown in global economic growth.
    While the Company believes the Western Canadian market will
    remain relatively stable and has assumed no significant
    deterioration in economic conditions, there can be no assurance
    that these events or any future events caused by volatility in
    world financial and equity markets or a decline in economic
    growth will not have an adverse effect on the Companys
    business and operating results.  iii) Contingencies
  33




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   iv)
    Uninsured
    risks of loss     back-up
  v)
    Reliance
    on suppliers    34




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Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   vi)
    Holding
    company structure   vii)
    Control
    of Shaw by the Shaw family and/or
  viii)
    Information
    systems and internal business processes   ix)
    Dividend
    payments  35




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  II. SUMMARY
    OF QUARTERLY RESULTS  Serviceoperating income





Basic


Funds flowService


before





earnings


from(In $000s  Cdn except per share amounts)

revenue


amortization(1)


Net income


per
    share(2)


operations(3)2009Fourth


872,919



394,528



123,988



0.29



321,319Third


861,382



395,270



131,945



0.31



356,046Second


839,144



381,355



156,229



0.36



334,508First


817,468



367,797



123,077



0.29



311,967Total


3,390,913



1,538,950



535,239



1.25



1,323,8402008Fourth


805,700



369,527



132,378



0.31



321,276Third


792,149



356,089



128,113



0.30



310,984Second


763,182



349,711



298,848



0.69



304,293First


743,828



332,909



112,223



0.26



286,342Total


3,104,859



1,408,236



671,562



1.56



1,222,895   (1)
    See key performance drivers on page 18.(2)
    Diluted earnings per share equals basic earnings per share
    except for total fiscal 2009 where diluted earnings per share is
    $1.24 and total fiscal 2008 where diluted earnings per share is
    $1.55.(3)
    Funds flow from operations is presented before changes in net
    non-cash working capital as presented in the Consolidated
    Statement of Cash Flows.  quarter-over-quarter
  quarter-over-quarter
    Growth
    in subscriber statistics as follows:
  2009


2008Subscriber Statistics

First


Second


Third


Fourth


First


Second


Third


FourthBasic cable customers


9,198



4,273



9,622



6,374



8,138



6,524



2,495



4,122Digital customers


60,717



106,489



110,810



110,501



39,496



48,006



32,658



23,020Internet customers


31,152



26,130



24,625



27,376



34,719



31,517



23,185



24,785Digital Phone lines


56,597



50,848



54,633



55,708



50,339



56,536



57,700



61,999DTH


448



3,657



1,580



2,728



1,544



4,977



4,686



1,736  36




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  
    The initial product launch of Shaw Digital Phone service was in
    Calgary on February 14, 2005. Since this initial launch
    Shaw has continued to expand its Digital Phone service area and
    at the end of fiscal 2009 the service was available to 94% of
    Basic subscribers.
    In late October 2008 Shaw launched a new Digital rental program
    and is focusing on growing its Digital customer base over the
    next several years. III. RESULTS
    OF OPERATIONS  OVERVIEW
    OF FISCAL 2009 CONSOLIDATED RESULTS
  Change2009


2008(In $000s Cdn except per share amounts)

2009


2008


2007


%


%Operations:Service revenue


3,390,913



3,104,859



2,774,445



9.2



11.9Service operating income before
    amortization(1)


1,538,950



1,408,236



1,239,625



9.3



13.6Service operating
    margin(1)


45.4%



45.4%



44.7%Funds flow from
    operations(2)


1,323,840



1,222,895



1,028,363



8.3



18.9Net income


535,239



671,562



388,479



(20.3
)


72.9Free cash
    flow(1)


504,416



452,631



356,192



11.4



27.1Balance sheet:Total assets


8,938,069



8,357,801



8,163,739Long-term financial liabilities (including current portion)Long-term debt


3,150,488



2,707,043



3,068,554Derivative instruments


465,610



520,205



Other long-term liability


104,964



78,912



56,8443,721,062



3,306,160



3,125,398Per share data:Income per share  basic

$
1.25


$
1.56


$
0.90Income per share  diluted

$
1.24


$
1.55


$
0.89Weighted average number of participating shares outstanding
    during period (000s)


429,153



431,070



432,493Cash dividends paid per
    shareClass A


0.818



0.702



0.462Class B


0.820



0.705



0.465   (1)
    See key performance drivers on page 18.(2)
    Funds flow from operations is presented before changes in
    non-cash working capital as presented in the Consolidated
    Statements of Cash Flows. 37




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   Highlights
  
    Net income was $535.2 million for the year compared to
    $671.6 million in 2008 and $388.5 million in 2007.
    Earnings per share were $1.25 compared to $1.56 in 2008 and
    $0.90 in 2007.
    Service revenue for the year improved 9.2% to $3.39 billion
    from $3.10 billion last year and $2.77 billion in 2007.
    Service operating income before amortization of
    $1.54 billion was up 9.3% over last years amount of
    $1.41 billion and $1.24 billion in 2007.
    Consolidated free cash flow increased to $504.4 million
    from $452.6 million in 2008 and $356.2 million in 2007.
    During 2009, the Company increased the dividend rate on
    Shaws Class A Participating Shares and Class B
    Non-Voting Participating Shares to an equivalent dividend rate
    of $0.84 and $0.8375, respectively. Dividends paid in 2009
    increased almost 16% over 2008 to $352 million.
    On March 27, 2009 the Company closed a $600 million
    offering of 6.50% senior notes due June 2, 2014 and on
    April 15, 2009 Shaw redeemed $130.0 million of Videon
    CableSystems Inc. senior debentures.
    The Company repurchased for cancellation 1,683,000 Class B
    Non-Voting Shares for $33.6 million during 2009.
    In October 2009 the Company closed a $1.25 billion offering
    of 5.65% senior notes due October 1, 2019. The net proceeds
    were used to repay near maturing debt including its
    US$440 million senior notes, US$255 million senior
    notes, and US$300 million senior notes.
    Most recently on November 9, 2009, the Company issued
    $650 million senior notes at a rate of 6.75% due 2039.
    Estimated net proceeds (after issuance at a discount of
    $4.4 million and issue and underwriting expenses) of
    $642 million will be used for general corporate purposes,
    working capital, capital expenditures and wireless investments.  Revenue
    and operating expenses
  2009
    vs. 2008
     2008
    vs. 2007
  38




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
     Amortization
  Change2009


2008(In $000s Cdn)

2009


2008


2007


%


%Amortization revenue (expense) Deferred IRU revenue


12,547



12,547



12,547







Deferred equipment revenue


132,974



126,601



104,997



5.0



20.6Deferred equipment costs


(247,110
)


(228,524
)


(203,597
)


8.1



12.2Deferred charges


(1,025
)


(1,025
)


(5,153
)






(80.1
)Property, plant and equipment


(480,582
)


(414,732
)


(381,909
)


15.9



8.6         Amortization
    of financing costs and Interest expense
  Change2009

2008(In $000s Cdn)

2009

2008

2007

%

%Amortization of financing costs 
    long-term
    debt


3,984



3,627







9.8



100.0Interest


237,047



230,588



245,043



2.8



(5.9
)      39




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   Other
    income and expenses
  Increase(decrease) in income(In $000s Cdn)

2009

2008

2007

2009

2008Debt retirement costs


(8,255
)


(5,264
)






(2,991
)


(5,264
)Other gains


19,644



24,009



9,520



(4,365
)


14,489         Income
    tax expense
   Net
    income per share
  Change2009


2008(In $000s Cdn except per share amounts)

2009


2008


2007


%


%Net income


535,239



671,562



388,479



(20.3
)


72.9Weighted average number of participating shares outstanding
    during period (000s)


429,153



431,070



432,493



(0.4
)


(0.3
)Income per share  basic

$
1.25


$
1.56


$
0.90



(19.9
)


73.3Income per share  diluted

$
1.24


$
1.55


$
0.89



(20.0
)


74.2   Net
    income
 year-over-year
 40




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
       (In $millions Cdn)

2009


2008Increased service operating income before amortization


130.7



168.6Increased amortization of deferred net equipment costs and
    revenue and IRU revenue


(12.2
)


(3.3
)Increased amortization of deferred charges, financing costs and
    property, plant and equipment


(66.2
)


(32.4
)Decreased (increased) interest expense


(6.5
)


14.5Change in other net costs and
    revenue1


(7.7
)


9.2Decreased (increased) income taxes


(174.4
)


126.5(136.3
)


283.1   (1)
    Other net costs and revenue include debt retirement costs,
    equity income (loss) on investee and other gains as detailed in
    the Consolidated Statements of Income and Retained Earnings
    (Deficit). 41




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  SEGMENTED
    OPERATIONS REVIEW
  CABLE
  FINANCIAL
    HIGHLIGHTS
  Change2009


2008($000s Cdn)

2009


2008


2007


%


%Service revenue (third party)


2,630,982



2,375,586



2,082,652



10.8



14.1Service operating income before
    amortization(1)


1,269,620



1,153,274



995,694



10.1



15.8Less:Interest


209,438



199,600



205,062



4.9



(2.7
)Cash taxes on net income


23,300











100.0



Cash flow before the following:


1,036,882



953,674



790,632



8.7



20.6Capital expenditures and equipment costs (net)


694,084



648,336



553,031



7.1



17.2Free cash
    flow(1)


342,798



305,338



237,601



12.3



28.5Operating
    margin(1)


48.3%



48.5%



47.8%



(0.2
)


0.7   (1)
    See key performance drivers on page 18.  2009
    vs. 2008
  OPERATING
    HIGHLIGHTS
  
    Cable service revenue for the year of $2.63 billion was up
    10.8% over last year. Service operating income before
    amortization of $1.27 billion increased 10.1%.
    On an annual basis Basic subscribers were up 29,467 to 2,289,900.
    Digital customers increased 388,517 to 1,297,684. Shaws
    Digital penetration of Basic has increased from 40.2% at
    August 31, 2008 to 56.7% at August 31, 2009.
    During 2009 Digital Phone lines increased 217,786 to 829,717
    lines and Internet was up 109,283 to total 1,678,335 as at
    August 31, 2009. Internet penetration of Basic continues to
    be one of the highest in North America and now stands at 73.3%
    up from 69.4% at August 31, 2008.
    Shaw closed the acquisition of the Campbell River cable system
    in British Columbia. This acquisition is complementary to and
    provides synergies with existing operations.
    During 2009 the Company announced the acquisition of the
    Mountain cable system in Hamilton, Ontario. This acquisition
    represents a complementary growth opportunity for Shaw. The
    transaction is valued at approximately $300.0 million and
    closed during the first quarter of fiscal 2010.   42




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   line-up,
        2008
    vs. 2007
  OPERATING
    HIGHLIGHTS
  
    During 2008 the Company added 226,574 Digital Phone lines and as
    at August 31, 2008 had 611,931 lines. Digital Phone line
    penetration was at over 30% of Basic customers who have the
    service available to them.
    Digital customers increased during 2008 by 143,180 to 909,167.
    Basic cable subscribers grew by 21,279 to 2,260,433.
    Shaw added 114,206 Internet customers to total 1,569,052 as at
    August 31, 2008. Internet penetration of Basic stood at
    69.4% up from 65.0% at August 31, 2007.       43




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
      CAPITAL
    EXPENDITURES AND EQUIPMENT COSTS (NET) 
    CABLE
  Change2009


2008(In $000s Cdn)

2009


2008


2007


%


%Capital expenditures and equipment costs (net):New housing
    development(1)


73,676



93,547



90,016



(21.2
)


3.9Success-based(2)


185,469



102,735



82,238



80.5



24.9Upgrades and
    enhancement(3)


297,651



271,242



254,786



9.7



6.5Replacement(4)


55,798



57,575



44,489



(3.1
)


29.4Buildings and other


81,490



123,237



81,502



(33.9
)


51.2694,084



648,336



553,031



7.1



17.2     (1)
    Build out of mainline cable and the addition of drops in new
    subdivisions.(2)
    Capital and equipment costs (net) related to the acquisition of
    new customers, including installation of internet and digital
    phone modems, DCTs, filters and commercial drops for Shaw
    Business Solutions customers.(3)
    Upgrades to the plant and build out of fibre backbone to reduce
    use of leased circuits and costs to decrease node size and
    Digital Phone capital.(4)
    Normal replacement of aged assets such as drops, vehicles and
    other equipment.  2009
    vs. 2008
        44




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
     2008
    vs. 2007
         SUBSCRIBER
    STATISTICS
  2009


2008Change





Change2009


2008(1)


2007(1)


Growth


%


Growth


%CABLE:Basic subscribers


2,289,900



2,260,433



2,239,154



29,467



1.3



21,279



1.0Penetration as a % of homes passed


62.8%



63.5%



64.6%Digital customers


1,297,684



909,167



765,987



388,517



42.7



143,180



18.7INTERNET:Connected and scheduled installations


1,678,335



1,569,052



1,454,846



109,283



7.0



114,206



7.9Penetration as % of basic


73.3%



69.4%



65.0%Stand-alone Internet not included in basic cable


235,686



214,315



182,757



21,371



10.0



31,558



17.3DIGITAL PHONE:Number of
    lines(2)


829,717



611,931



385,357



217,786



35.6



226,574



58.8   (1)
    August 31, 2007 and August 31, 2008 are restated
    for comparative purposes as if the acquisition of the Campbell
    River cable system in British Columbia had occurred on that
    date.(2)
    Represents primary and secondary lines on billing plus pending
    installs. 45




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   SATELLITE
    (DTH and Satellite Services)
  FINANCIAL
    HIGHLIGHTS
  Change2009


2008($000s Cdn)

2009


2008


2007


%


%DTH (Shaw Direct)


673,226



640,061



605,176



5.2



5.8Satellite Services


86,705



89,212



86,617



(2.8
)


3.0Service revenue (third party)


759,931



729,273



691,793



4.2



5.4Service operating income before
    amortization
    (1)DTH (Shaw Direct)


223,499



206,541



196,404



8.2



5.2Satellite Services


45,831



48,421



47,527



(5.3
)


1.9269,330



254,962



243,931



5.6



4.5Less:Interest(2)


26,251



29,599



38,563



(11.3
)


(23.2
)Cash flow before the following


243,079



225,363



205,368



7.9



9.7Less capital expenditures and equipment subsidies:Success-based


73,453



72,512



73,504



1.3



(1.3
)Transponders and other


8,008



5,558



13,273



44.1



(58.1
)81,461



78,070



86,777



4.3



(10.0
)Free cash
    flow(1)


161,618



147,293



118,591



9.7



24.2Operating margin


35.4%



35.0%



35.3%



0.4



(0.3
)   (1)
    See key performance drivers on page 18.(2)
    Interest is allocated to the Satellite division based on the
    actual cost of debt incurred by the Company to repay prior
    outstanding Satellite debt and to fund accumulated cash deficits
    of Satellite Services and Shaw Direct.  CUSTOMER
    STATISTICS
  2009

2008

2007Shaw Direct
    customers(1)


900,941



892,528



879,585   (1)
    Including seasonal customers who temporarily suspend their
    service. 46




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   SATELLITE
    (DTH and Satellite Services)
  2009
    vs. 2008
  OPERATING
    HIGHLIGHTS
  
    Free cash flowof $161.6 million for the year compares to
    $147.3 million last year.
    During the year Shaw Direct added 8,413 customers and as at
    August 31, 2009 customers now total 900,941.        2008
    vs. 2007
  OPERATING
    HIGHLIGHTS
  
    Free cash flowof $147.3 million for 2008 compares to
    $118.6 million in 2007.
    During 2008 Shaw Direct added 12,943 customers and as at
    August 31, 2008 customers totaled 892,528.         47




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  IV. FINANCIAL
    POSITION                       48




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
    V. CONSOLIDATED
    CASH FLOW ANALYSIS  Operating
    activities
  Change2009


2008(In $000s Cdn)

2009


2008


2007


%


%Funds flow from operations


1,323,840



1,222,895



1,028,363



8.3



18.9Net decrease (increase) in non-cash working capital balances
    related to operations


59,090



19,304



(28,350
)


206.1



168.11,382,930



1,242,199



1,000,013



11.3



24.2   year-over-year year-over-year
  Investing
    activities
  Increase(In $000s Cdn)

2009

2008

2007

2009

2008Cash flow used in investing activities


(966,716
)


(734,135
)


(719,777
)


(232,581
)


(14,358
)      49




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   Financing
    activities
    (In millions Cdn)

2009


2008


2007Redemption of COPrS






(100.0
)


Repayment of Videon CableSystems Inc. 8.15% senior
    debentures


(130.0
)






Net proceeds on issuance of Cdn $600 million
    6.50% senior notes


593.6







Cost to terminate foreign currency forward contracts










(0.4
)Repayment of $296.8 million senior notes






(296.8
)


Bank loans and bank indebtedness  net borrowings
    (repayments)


(99.2
)


99.2



(300.4
)Purchase of Class B Non-Voting Shares for cancellation


(33.6
)


(99.8
)


(104.8
)Dividends


(351.9
)


(303.8
)


(201.2
)Debt retirement costs


(9.2
)


(4.3
)


Proceeds on bond forward contracts


10.8







0.2Issuance of Class B Non-Voting Shares


57.0



32.5



92.1Repayment of Partnership debt


(0.5
)


(0.4
)


(0.4
)Proceeds on $400 million senior unsecured notes










400.0Cash flow used in financing activities


37.0



(673.4
)


(114.9
)   VI.
    LIQUIDITY
    AND CAPITAL RESOURCES      
    On March 27, 2009, Shaw issued $600 million of senior
    notes at a rate of 6.50% due June 2, 2014. Net proceeds
    (after issue and underwriting expenses) of $593.6 million
    were used for debt repayment, working capital and general
    corporate purposes. Excess funds are being held in cash and
    short-term securities.
    On October 1, 2009, the Company issued $1.25 billion
    of senior notes at a rate of 5.65% due 2019. Estimated net
    proceeds (after issuance at a discount of $4.0 million and,
    issue and underwriting expenses) of $1.24 billion were used
    for debt repayment. Subsequent to year end, the Company redeemed
    all of its outstanding US $440 million 8.25% senior
    notes due 50




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
   
    On November 9, 2009, the Company issued $650 million
    of senior notes at a rate of 6.75% due 2039. Estimated net
    proceeds (after issuance at a discount of $4.4 million and
    issue and underwriting expenses) of $642 million will be
    used for general corporate purposes, working capital, capital
    expenditures and wireless investments.        Debt
    structure
      Off-balance
    sheet arrangement and guarantees
  Guarantees
  51




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##### Table of Contents



Shaw
    Communications Inc.
 MANAGEMENTS
    DISCUSSION AND ANALYSIS
 August 31,
    2009
  Contractual
    obligations
   CONTRACTUAL
    OBLIGATIONS
  Payments due by periodWithin








More than(In $000s Cdn)

Total


1 year


2-3 years


4-5 years


5 yearsLong-term
    debt(1)


4,520,397



892,694



1,186,088



1,617,340



824,275Operating lease
    obligations(2)


832,201



119,529



216,118



200,313



296,241Other long-term obligations


79,233



1,448



2,856



12,880



62,0495,431,831



1,013,671



1,405,062



1,830,533



1,182,565   (1)
    Includes interest payments. Principal and interest payments for
    US denominated long-term debt are reflected at the hedged rates
    of the associated cross-currency interest rate agreements.(2)
    Includes maintenance and lease of satellite transponders, lease
    of transmission facilities and lease of premises  VII.
    ADDITIONAL
    INFORMATION  www.sedar.com
  VIII.
    COMPLIANCE
    WITH NYSE CORPORATE GOVERNANCE LISTING STANDARDS  www.shaw.ca
  IX.
    CERTIFICATION         52




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##### Table of Contents



Shaw
    Communications Inc.MANAGEMENTS RESPONSIBILITY FOR FINANCIAL
    STATEMENTS ANDREPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    August 31, 2009
  November 30,
    2009
  MANAGEMENTS
    RESPONSIBILITY FOR FINANCIAL REPORTING
              MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
     53




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##### Table of Contents



Shaw
    Communications Inc.
    MANAGEMENTS RESPONSIBILITY FOR FINANCIAL STATEMENTS AND
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    August 31, 2009
      [Signed]

[Signed]Jim Shaw 
    Chief Executive Officer and 
    Vice Chair

Steve Wilson 
    Senior Vice President and 
    Chief Financial Officer  54




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##### Table of Contents



Shaw
    Communications Inc.
    INDEPENDENT AUDITORS REPORT ON FINANCIAL
    STATEMENTS

Under Canadian Generally
    Accepted Auditing Standards and the Standards of the Public
    Company Accounting Oversight Board (United States)



To the Shareholders of



Shaw
    Communications Inc.



We have audited the Consolidated Balance Sheets of Shaw
    Communications Inc. as at August 31, 2009, and 2008 and the
    Consolidated Statements of Income and Retained Earnings
    (Deficit), Comprehensive Income and Accumulated Other
    Comprehensive Income (Loss) and Cash Flows for each of the years
    in the three-year period ended August 31, 2009. These
    financial statements are the responsibility of the
    Companys management. Our responsibility is to express an
    opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian Generally
    Accepted Auditing Standards and the standards of the Public
    Company Accounting Oversight Board (United States). Those
    standards require that we plan and perform an audit to obtain
    reasonable assurance whether the financial statements are free
    of material misstatement. An audit includes examining, on a test
    basis, evidence supporting the amounts and disclosures in the
    financial statements. An audit also includes assessing the
    accounting principles used and significant estimates made by
    management, as well as evaluating the overall financial
    statement presentation. We believe that our audits provide a
    reasonable basis for our opinion.



In our opinion, these Consolidated Financial Statements present
    fairly, in all material respects, the financial position of Shaw
    Communications Inc. as at August 31, 2009 and 2008 and the
    results of its operations and its cash flows for each of the
    years in the three-year period ended August 31, 2009 in
    accordance with Canadian Generally Accepted Accounting
    Principles.



As explained in Note 1 to the Consolidated Financial
    Statements, in fiscal 2009, the Company adopted the requirements
    of the Canadian Institute of Chartered Accountants Handbook,
    Section 3031 Inventories.



We have also audited, in accordance with the standards of the
    Public Company Accounting Oversight Board (United States), Shaw
    Communications Inc.s internal control over financial
    reporting as of August 31, 2009, based on criteria
    established in Internal Control  Integrated Framework
    issued by the Committee of Sponsoring Organizations of the
    Treadway Commission and our report dated November 30, 2009,
    expressed an unqualified opinion thereon. Calgary, Canada
    November 30, 2009

-s- Ernst & Young LLPChartered Accountants  55




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##### Table of Contents



Shaw
    Communications Inc.

    INDEPENDENT AUDITORS REPORT ON INTERNAL CONTROL OVER
    FINANCIAL REPORTING
 Under the Standards of the Public
    Company Accounting Oversight Board (United States)
   Shaw
    Communications Inc.
              Calgary, Canada
    November 30, 2009

-s- Ernst & Young LLPChartered Accountants  56




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##### Table of Contents



Shaw
    Communications Inc.
 CONSOLIDATED
    BALANCE SHEETS
  2009


2008As at August 31 [thousands of Canadian dollars]

$


$ASSETSCurrentCash and cash equivalents


253,862



Short-term securities


199,375



Accounts receivable [note 3]


194,483



188,145Inventories [note 4]


52,304



51,774Prepaids and other


35,688



27,328Future income taxes [note 14]


21,957



137,220757,669



404,467Investments and other assets [note 5]


194,854



197,979Property, plant and equipment [note 6]


2,821,544



2,616,500Deferred charges [note 7]


259,738



274,666Intangibles [note 8]Broadcast rights


4,816,153



4,776,078Goodwill


88,111



88,1118,938,069



8,357,801LIABILITIES AND
    SHAREHOLDERS EQUITYCurrentBank indebtedness [note 9]






44,201Accounts payable and accrued liabilities [notes 13 and
    17]


563,110



655,756Income taxes payable


25,320



2,446Unearned revenue


133,798



124,384Current portion of long-term debt [note 9]


481,739



509Current portion of derivative instruments [note 19]


173,050



1,3491,377,017



828,645Long-term debt [note 9]


2,668,749



2,706,534Other long-term liability [note 17]


104,964



78,912Derivative instruments [note 19]


292,560



518,856Deferred credits [note 10]


659,073



687,836Future income taxes [note 14]


1,337,722



1,281,8266,440,085



6,102,609Commitments and contingencies[notes 9, 16 and
    17]Shareholders
    equityShare capital [note 11]Class A Shares


2,468



2,471Class B Non-Voting Shares


2,111,381



2,060,960Contributed surplus [note 11]


38,022



23,027Retained earnings


384,747



226,408Accumulated other comprehensive loss [note 12]


(38,634
)


(57,674
)2,497,984



2,255,1928,938,069



8,357,801   See accompanying notes
    [Signed]
    JR Shaw
    Director

[Signed]
    Michael OBrien
    Director  57




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##### Table of Contents



Shaw
    Communications Inc.
 CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
    (DEFICIT)
  Years ended August 31 [thousands of Canadian dollars

2009


2008


2007except per share amounts]

$


$


$Service revenue[note 15]


3,390,913



3,104,859



2,774,445Operating, general and administrative expenses


1,851,963



1,696,623



1,534,820Service operating income before amortization[note 15]


1,538,950



1,408,236



1,239,625Amortization Deferred IRU revenue [note 10]


12,547



12,547



12,547Deferred equipment revenue [note 10]


132,974



126,601



104,997Deferred equipment costs [note 7]


(247,110
)


(228,524
)


(203,597
)Deferred charges [note 7]


(1,025
)


(1,025
)


(5,153
)Property, plant and equipment [note 6]


(480,582
)


(414,732
)


(381,909
)Operating income


955,754



903,103



766,510Amortization of financing costs  long-term debt
    [note 9]


(3,984
)


(3,627
)


Interest [notes 7, 9, 10 and 13]


(237,047
)


(230,588
)


(245,043
)714,723



668,888



521,467Debt retirement costs [note 9]


(8,255
)


(5,264
)


Other gains [note 1]


19,644



24,009



9,520Income before income taxes


726,112



687,633



530,987Income tax expense [note 14]


190,774



16,366



142,871Income before the following


535,338



671,267



388,116Equity income (loss) on investee


(99
)


295



363Net income


535,239



671,562



388,479Retained earnings (deficit), beginning of year


226,408



(68,132
)


(172,701
)Adjustment for adoption of new accounting policy
    [note 1]






1,754



Reduction on Class B Non-Voting Shares purchased for
    cancellation [note 11]


(25,017
)


(74,963
)


(82,702
)Dividends  Class A Shares and Class B
    Non-Voting Shares


(351,883
)


(303,813
)


(201,208
)Retained earnings (deficit), end of year


384,747



226,408



(68,132
)Earnings per share[note 11]Basic

$
1.25


$
1.56


$
0.90Diluted

$
1.24


$
1.55


$
0.89   See accompanying notes
 58




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##### Table of Contents



Shaw
    Communications Inc.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND ACCUMULATED
    OTHER COMPREHENSIVE INCOME (LOSS)
  2009


2008


2007Years ended August 31 [thousands of Canadian dollars]

$


$


$Net income


535,239



671,562



388,479Other comprehensive income (loss) [note 12]Change in unrealized fair value of derivatives designated as
    cash flow hedges


22,588



(36,193
)


Realized gains on cancellation of forward purchase contracts


9,314







Adjustment for hedged items recognized in the period


14,443



40,223Reclassification of foreign exchange gain on hedging derivatives
    to income to offset foreign exchange loss on US denominated debt


(27,336
)


(4,796
)


Unrealized foreign exchange gain (loss) on translation of a
    self-sustaining foreign operation


31



7



(18
)19,040



(759
)


(18
)Comprehensive income


554,279



670,803



388,461Accumulated other comprehensive income (loss), beginning of
    year


(57,674
)


312



330Adjustment for adoption of new accounting policy
    [note 1]






(57,227
)


Other comprehensive income (loss)


19,040



(759
)


(18
)Accumulated other comprehensive income (loss), end of year


(38,634
)


(57,674
)


312   See accompanying notes
 59




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##### Table of Contents



Shaw
    Communications Inc.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  2009


2008


2007Years ended August 31 [thousands of Canadian dollars]

$


$


$OPERATING
    ACTIVITIES[note 20]Funds flow from operations


1,323,840



1,222,895



1,028,363Net decrease (increase) in non-cash working capital balances
    related to operations


59,090



19,304



(28,350
)1,382,930



1,242,199



1,000,013INVESTING
    ACTIVITIESAdditions to property, plant and equipment [note 15]


(677,918
)


(606,093
)


(554,565
)Additions to equipment costs (net) [note 15]


(124,968
)


(121,327
)


(96,516
)Net customs duty recovery on equipment costs






22,267



Proceeds on cancellation of US forward purchase contracts
    [note 15]


13,384







Net decrease (increase) to inventories


(530
)


8,827



(6,607
)Deposits on wireless spectrum licenses [note 5]


(152,465
)


(38,447
)


Cable business acquisitions [note 2]


(46,300
)






(72,361
)Proceeds on disposal of property, plant and equipment and other
    assets


22,081



638



15,970Additions to deferred charges










(5,698
)(966,716
)


(734,135
)


(719,777
)FINANCING
    ACTIVITIESIncrease (decrease) in bank indebtedness


(44,201
)


44,201



(20,362
)Increase in long-term debt


835,155



297,904



460,000Long-term debt repayments


(427,124
)


(640,142
)


(340,449
)Cost to terminate forward contracts










(370
)Proceeds on bond forward contracts


10,757







190Debt retirement costs [note 9]


(9,161
)


(4,272
)


Issue of Class B Non-Voting Shares, net of after-tax
    expenses


56,996



32,498



92,058Purchase of Class B Non-Voting Shares for cancellation
    [note 11]


(33,574
)


(99,757
)


(104,763
)Dividends paid on Class A Shares and Class B
    Non-Voting Shares


(351,883
)


(303,813
)


(201,208
)36,965



(673,381
)


(114,904
)Effect of currency translation on cash balances and cash
    flows


58



7



(22
)Increase (decrease) in cash and cash equivalents


453,237



(165,310
)


165,310Cash, beginning of year






165,310



Cash, end of year


453,237







165,310     See accompanying notes
 60




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  1.
    SIGNIFICANT
    ACCOUNTING POLICIES  Direct-to-home
    Basis
    of consolidation
        2009


2008$


$Working capital


369



345Property, plant and equipment


17,451



18,12017,820



18,465Debt


21,473



21,963Proportionate share of net liabilities


(3,653
)


(3,498
)   2009


2008


2007$


$


$Operating, general and administrative expenses


1,829



1,829



1,829Amortization


(688
)


(707
)


(707
)Interest


(1,358
)


(1,389
)


(1,418
)Other gains


879



848



735Proportionate share of income before income taxes


662



581



439Cash flow provided by operating activities


1,326



1,608



1,284Cash flow used in financing activities


(509
)


(478
)


(449
)Proportionate share of increase in cash


817



1,130



835  61




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Investments
    and other assets
  and/or
    Revenue
    and expenses
  (i)
    Service
    revenue        (ii)
    Deferred
    equipment revenue and deferred equipment costs       62




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  (iii)
    Deferred
    IRU revenue    Cash
    and cash equivalents
    Short-term
    securities
    Allowance
    for doubtful accounts
    Inventories
  first-in,
 63




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Property,
    plant and equipment
    Asset

Estimated useful lifeCable and telecommunications distribution system

6-15 yearsDigital cable terminals and modems

2-7 yearsSatellite audio, video and data network equipment and DTH
    receiving equipment

4-10 yearsBuildings

20-40 yearsData processing

4 yearsOther

3-20 years     Deferred
    charges
    Intangibles
     64




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Deferred
    credits
    Income
    taxes
    Foreign
    currency translation
        Financial
    instruments other than derivatives
  available-for-sale available-for-sale held-for-trading held-to-maturity held-for-trading.
   65




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    Derivative
    financial instruments
        Employee
    benefit plans
   66




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
      Stock-based
    compensation
      Earnings
    per share
    Guarantees
    Use
    of estimates and measurement uncertainty
     67




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Adoption
    of recent Canadian accounting pronouncements
  (i)
    Inventories   (ii)
    Financial
    instruments     (iii)
    Capital
    disclosures   Recent
    Canadian accounting pronouncements
  (i)
    Goodwill
    and intangible assets   (ii)
    International
    Financial Reporting Standards (IFRS)  68




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  2.
    BUSINESS
    ACQUISITIONS  2009Cashpurchaseprice$(i) Cable systems


46,300   2007TotalIssuance of Class B

purchaseCash

Non-Voting Shares

price$

$

$(ii) Cable systems


72,336



3,000



75,336     2009


2007$


$Identifiable net assets acquired at assigned fair valuesProperty, plant and equipment


6,825



8,232Broadcast rights [note 8]


40,075



84,59446,900



92,826Working capital deficiency


600



2,973Future income taxes






14,517600



17,490Purchase price


46,300



75,336   (i)
    During 2009, the Company purchased the assets comprising the
    Campbell River cable system in British Columbia which serves
    approximately 12,000 basic subscribers. The acquisition was
    effective February 1, 2009 and results of operations have
    been included from that date.(ii)
    During 2007, the Company purchased four cable systems serving
    approximately 20,200 basic subscribers in British Columbia and
    Ontario. The $3,000 value of the 179,588 Class B Non-Voting
    Shares, issued as partial consideration for one of the
    acquisitions, was determined based upon the average market price
    over a short period prior to the date the terms of the purchase
    were agreed to and announced. 69




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   3.
    ACCOUNTS
    RECEIVABLE  2009


2008$


$Subscriber and trade receivables


204,786



197,163Due from officers and employees


843



841Due from related parties [note 18]


682



875Miscellaneous receivables


5,333



4,662211,644



203,541Less allowance for doubtful accounts


(17,161
)


(15,396
)194,483



188,145     4.
    INVENTORIES  2009


2008$


$Subscriber equipment


48,639



49,317Other


3,665



2,45752,304



51,774     5.
    INVESTMENTS
    AND OTHER ASSETS  2009


2008$


$Investment, at cost net of write-down:Investment in a private technology company


200



1,295Deposits:Wireless spectrum licenses


190,912



190,912Other assets:Loan [note 18]


3,600



3,600Other


142



2,172194,854



197,979   Deposits
   70




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   6.
    PROPERTY,
    PLANT AND EQUIPMENT  2009


2008Accumulated


Net book





Accumulated


Net bookCost


amortization


value


Cost


amortization


value$


$


$


$


$


$Cable and telecommunications distribution system


3,841,087



1,871,738



1,969,349



3,664,151



1,784,014



1,880,137Digital cable terminals and modems


377,698



150,749



226,949



258,141



112,794



145,347Satellite audio, video and data network equipment and DTH
    receiving equipment


154,916



104,600



50,316



153,352



90,453



62,899Buildings


343,605



106,986



236,619



327,641



96,108



231,533Data processing


217,455



109,088



108,367



152,929



78,107



74,822Other assets


252,019



119,909



132,110



208,302



119,754



88,5485,186,780



2,463,070



2,723,710



4,764,516



2,281,230



2,483,286Land


44,860







44,860



44,354







44,354Assets under construction


52,974







52,974



88,860







88,8605,284,614



2,463,070



2,821,544



4,897,730



2,281,230



2,616,500     7.
    DEFERRED
    CHARGES  2009


2008Accumulated


Net book





Accumulated


Net bookCost


amortization


value


Cost


amortization


value$


$


$


$


$


$Equipment costs subject to a deferred revenue arrangement


710,810



481,591



229,219



686,406



438,831



247,575Financing costs and credit facility arrangement fees


5,039



2,268



2,771



5,039



1,260



3,779Connection and installation costs


15,601



12,175



3,426



24,290



19,073



5,217Other


24,458



136



24,322



18,214



119



18,095755,908



496,170



259,738



733,949



459,283



274,666    71




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   8.
    INTANGIBLES  Carrying amount2009


2008$


$Broadcast rightsCable systems


3,833,021



3,792,946DTH and satellite services


983,132



983,1324,816,153



4,776,078Goodwill  non-regulated satellite services


88,111



88,111Net book value


4,904,264



4,864,189     Broadcast rights


Goodwill$


$August 31, 2007 and 2008


4,776,078



88,111Business acquisition [note 2]


40,075



August 31, 2009


4,816,153



88,111  72




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   9.
    LONG-TERM
    DEBT  2009


2008Translated


Adjustment for


Long-term


Translated


Adjustment for


Long-termat year-end


hedged


debt


at year-end


hedged


debtEffective

exchange


debt and


repayable at


exchange


debt and


repayableinterest rates

rate (1)


finance costs
    (1) (2)


maturity


rate (1)


finance costs
    (1)(2)


at maturity%

$


$


$


$


$


$CorporateBank loans

Variable














55,000







55,000Senior notes Cdn $600,000 6.50% due June 2, 2014

6.56


593,824



6,176



600,000











Cdn $400,000 5.70% due March 2, 2017

5.72


395,646



4,354



400,000



395,196



4,804



400,000Cdn $450,000 6.10% due November 16, 2012

6.11


446,836



3,164



450,000



445,997



4,003



450,000Cdn $300,000 6.15% due May 9, 2016

6.34


291,987



8,013



300,000



291,059



8,941



300,000US $440,000 8.25% due April 11,
    2010(3)

7.88


481,198



161,422



642,620



465,711



176,909



642,620US $225,000 7.25% due April 6,
    2011(3)

7.68


245,632



110,206



355,838



237,781



118,057



355,838US $300,000 7.20% due December 15,
    2011(3)

7.61


327,512



149,338



476,850



317,222



159,628



476,850Cdn $350,000 7.50% due November 20, 2013

7.50


346,380



3,620



350,000



345,685



4,315



350,0003,129,015



446,293



3,575,308



2,553,651



476,657



3,030,308Other subsidiaries and entitiesVideon CableSystems Inc.  Cdn $130,000 8.15% Senior
    Debentures Series A due April 26, 2010

7.63














131,429



(1,429
)


130,000Burrard Landing Lot 2 Holdings Partnership

6.31


21,473



101



21,574



21,963



120



22,08321,473



101



21,574



153,392



(1,309
)


152,083Total consolidated debt




3,150,488



446,394



3,596,882



2,707,043



475,348



3,182,391Less current portion




481,739



161,422



643,161



509







5092,668,749



284,972



2,953,721



2,706,534



475,348



3,181,882   (1)
    Long-term debt, excluding bank loans, is presented net of
    unamortized discounts, finance costs, fair value adjustment on
    debt and bond forward proceeds of $27,761
    (2008  $24,870). Prior to September 1,
    2007, such amounts were presented as deferred charges and
    deferred credits (see notes 7 and 10). Amortization for
    2009 amounted to $4,466 (2008  $3,822) of which
    $3,984 (2008  $3,627) was recorded as amortization of
    financing costs and $482 (2008  $195) was recorded as
    interest expense.(2)
    Foreign denominated long-term debt is translated at the year-end
    rate of 1.0950 Cdn (2008  1.0620 Cdn). If the rate of
    translation was adjusted to reflect the hedged rates of the
    Companys cross-currency interest rate agreements (which
    fix the liability for interest and principal), long-term debt
    would increase by $418,633 (2008  $450,478).(3)
    The notes were redeemed subsequent to year end (see
    note 24).   73




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    Corporate
  Bank
    loans
      Senior
    notes
        US senior




Effectivenote principal

Coupon rate


interest rate


Exchange rate$

%


%


Cdn $ vs US$440,000


8.25



7.88



1.4605225,000


7.25



7.68



1.5815300,000


7.20



7.61



1.5895   Other
    subsidiaries and entities
  Videon
    CableSystems Inc. (Videon)
     74




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Burrard
    Landing Lot 2 Holdings Partnership
    Debt
    retirement costs
      Debt
    covenants
    Long-term
    debt repayments
    Exchange rateAt year-end


adjusted forexchange rate


hedged rates$


$2010


482,341



643,1612011


246,951



356,4142012


329,113



477,4632013


450,652



450,6522014


950,694



950,694Thereafter


718,498



718,4983,178,249



3,596,882  75




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   10.
    DEFERRED
    CREDITS  2009


2008Accumulated


Net book





Accumulated


Net bookAmount


amortization


value


Amount


amortization


value$


$


$


$


$


$IRU prepayments


629,119



106,705



522,414



629,119



94,158



534,961Equipment revenue


406,609



280,598



126,011



392,458



252,027



140,431Connection fee and installation revenue


23,619



17,560



6,059



33,247



24,403



8,844Deposit on future fibre sale


2,000







2,000



2,000







2,000Other


2,589







2,589



1,600







1,6001,063,936



404,863



659,073



1,058,424



370,588



687,836       11.
    SHARE
    CAPITAL  Authorized
      Number of securities




2009


20082009

2008




$


$22,520,064


22,550,064


Class A Shares


2,468



2,471407,717,782


405,882,652


Class B Non-Voting Shares


2,111,381



2,060,960430,237,846


428,432,716





2,113,849



2,063,431   Class A
    Shares and Class B Non-Voting Shares
   76




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    Class A Shares


Class B Non-Voting SharesNumber


$


Number


$August 31, 2006


22,583,864



2,475



407,299,808



1,974,491Class A Share conversions


(20,800
)


(2
)


20,800



2Purchase of shares for cancellation










(4,408,400
)


(22,061
)Stock option exercises










5,678,963



95,398Issued in respect of an acquisition










179,588



3,000Share issue costs














(143
)August 31, 2007


22,563,064



2,473



408,770,759



2,050,687Class A Share conversions


(13,000
)


(2
)


13,000



2Purchase of shares for cancellation










(4,898,300
)


(24,794
)Stock option exercises










1,997,193



35,065August 31, 2008


22,550,064



2,471



405,882,652



2,060,960Class A Share conversions


(30,000
)


(3
)


30,000



3Purchase of shares for cancellation










(1,683,000
)


(8,557
)Stock option exercises










3,488,130



58,975August 31, 2009


22,520,064



2,468



407,717,782



2,111,381     Stock
    option plan
   77




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    2009


2008


2007Weighted





Weighted





Weightedaverage





average





averageexercise





exercise





exerciseprice





price





priceNumber


$


Number


$


Number


$Outstanding, beginning of year


23,963,771



19.77



17,574,801



17.08



19,117,602



16.30Granted


4,373,000



19.62



10,486,500



23.73



6,693,500



19.03Forfeited


(1,133,974
)


20.67



(2,133,939
)


20.04



(2,594,140
)


17.56Exercised


(3,488,130
)


16.34



(1,963,591
)


16.48



(5,642,161
)


16.28Outstanding, end of year


23,714,667



20.21



23,963,771



19.77



17,574,801



17.08     Options outstanding


Options exercisableNumber


Weighted


Weighted


Number


Weighted


Weightedoutstanding at


average


average


exercisable at


average


averageAugust 31,


remaining


exercise


August 31,


remaining


exerciseRange of prices

2009


contractual life


price


2009


contractual life


price$8.69


20,000



4.14


$
8.69



20,000



4.14


$
8.69$14.85  $22.27


15,509,667



6.57


$
17.98



7,710,671



4.33


$
16.86$22.28  $26.20


8,185,000



8.01


$
24.45



2,202,375



7.99


$
24.30   in-the-money
    2009


2008


2007Dividend yield


4.28%



2.92%



2.79%Risk-free interest rate


1.94%



4.21%



4.12%Expected life of options


5 years



5 years



4 yearsExpected volatility factor of the future expected market price
    of Class B Non-Voting Shares


26.5%



24.5%



26.0%   Other
    stock options
     78




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Contributed
    surplus
    2009


2008$


$Balance, beginning of year


23,027



8,700Stock-based compensation


16,974



16,894Stock options exercised


(1,979
)


(2,567
)Balance, end of year


38,022



23,027     Dividends
    Share
    transfer restriction
    Earnings
    per share
    2009


2008


2007Numerator for basic and diluted earnings per share($)


535,239



671,562



388,479Denominator (thousands of shares)Weighted average number of Class A Shares and Class B
    Non-Voting Shares for basic earnings per share


429,153



431,070



432,493Effect of potentially dilutive securities


1,628



2,797



3,249Weighted average number of Class A Shares and Class B
    Non-Voting Shares for diluted earnings per share


430,781



433,867



435,742Earnings per share($)Basic


1.25



1.56



0.90Diluted


1.24



1.55



0.89  79




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    12.
    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


26,693



(4,105
)


22,588Proceeds on cancellation of forward purchase contracts


13,384



(4,070
)


9,314Adjustment for hedged items recognized in the period


14,518



(75
)


14,443Reclassification of foreign exchange gain on hedging derivatives
    to income to offset foreign exchange loss on US denominated debt


(31,845
)


4,509



(27,336
)Unrealized foreign exchange gain on translation of a self-
    sustaining foreign operation


31







3122,781



(3,741
)


19,040     Amount


Income Taxes


Net$


$


$Change in unrealized fair value of derivatives designated as
    cash flow hedges


(43,327
)


7,134



(36,193
)Adjustment for hedged items recognized in the period


49,801



(9,578
)


40,223Reclassification of foreign exchange gain on hedging derivatives
    to income to offset foreign exchange loss on US denominated debt


(5,597
)


801



(4,796
)Unrealized foreign exchange gain on translation of a self-
    sustaining foreign operation


7







7884



(1,643
)


(759
)  80




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    August 31, 2009


August 31, 2008$


$Unrealized foreign exchange gain on translation of a
    self-sustaining foreign operation


350



319Fair value of derivatives


(38,984
)


(57,993
)(38,634
)


(57,674
)   13.
    ACCOUNTS
    PAYABLE AND ACCRUED LIABILITIES  2009


2008$


$Trade


86,677



61,980Accrued liabilities


269,463



388,870Accrued network fees


103,176



103,150Interest


80,463



75,064Related parties [note 18]


21,883



18,712Short-term financing






6,532Current portion of pension plan liability [note 17]


1,448



1,448563,110



655,756    81




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   14.
    INCOME
    TAXES    2009


2008$


$Future income tax liabilities:Property, plant and equipment


152,677



143,965Broadcast rights


868,901



879,660Partnership income


331,063



271,1571,352,641



1,294,782Future income tax assets:Non-capital loss carryforwards


19,687



137,220Deferred charges


10,123



2,792Foreign exchange on long-term debt and fair value of derivative
    instruments


7,066



10,16436,876



150,176Net future income tax liability


1,315,765



1,144,606Current portion of future income tax asset


21,957



137,220Future income tax liability


1,337,722



1,281,826      82




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    2009


2008


2007$


$


$Current statutory income tax rate


30.2%



32.0%



33.75%Income tax expense at current statutory rates


219,286



220,043



179,208Increase (decrease) in taxes resulting from:Non-taxable portion of foreign exchange gains or losses and
    amounts on sale/write-down of assets and investments


(551
)






(95
)Decrease in valuation allowance


(3,463
)


(9,867
)


(9,941
)Effect of future tax rate reductions


(22,582
)


(187,990
)


(25,535
)Originating temporary differences recorded at future tax rates
    expected to be in effect when realized


(9,675
)


(11,794
)


(3,040
)Other


7,759



5,974



2,274Income tax expense


190,774



16,366



142,871     2009


2008


2007$


$


$Current income tax expense


23,300







Future income tax expense related to origination and reversal of
    temporary differences


193,519



214,223



178,347Future income tax recovery resulting from rate changes and
    valuation allowance


(26,045
)


(197,857
)


(35,476
)Income tax expense


190,774



16,366



142,871  83




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   15.
    BUSINESS
    SEGMENT INFORMATION      2009SatelliteCable


DTH


Satellite Services


Total


Total$


$


$


$


$Service revenue  total


2,635,832



684,831



90,205



775,036



3,410,868Intersegment


(4,850
)


(11,605
)


(3,500
)


(15,105
)


(19,955
)2,630,982



673,226



86,705



759,931



3,390,913Service operating income before amortization


1,269,620



223,499



45,831



269,330



1,538,950Service operating income as % of external revenue


48.3%



33.2%



52.9%



35.4%



45.4%Interest(1)


209,438



n/a



n/a



26,251



235,689Burrard Landing Lot 2 Holdings Partnership


















1,358237,047Cash
    taxes(1)


23,300















23,300Segment assets


6,602,503



855,283



498,720



1,354,003



7,956,506Corporate assets


















981,563Total assets


















8,938,069Capital expenditures and equipment costs (net) by segmentCapital expenditures


658,862



4,907



192



5,099



663,961Equipment costs (net)


35,222



76,362







76,362



111,584694,084



81,269



192



81,461



775,545Reconciliation to Consolidated Statements of Cash FlowsAdditions to property, plant and equipment


















677,918Additions to equipment costs (net)


















124,968Total of capital expenditures and equipment costs (net) per
    Consolidated Statements of Cash Flows


















802,886Increase in working capital related to capital expenditures


















11,559Less: Proceeds on disposal of property, plant and equipment


















(22,081
)Less: Realized gains on cancellation of US dollar forward
    purchase
    contracts(2)


















(13,384
)Less: Satellite services equipment
    profit(4)


















(3,435
)Total capital expenditures and equipment costs (net) reported by
    segments


















775,545     84




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  2008SatelliteCable


DTH


Satellite Services


Total


Total$


$


$


$


$Service revenue  total


2,379,361



650,653



92,712



743,365



3,122,726Intersegment


(3,775
)


(10,592
)


(3,500
)


(14,092
)


(17,867
)2,375,586



640,061



89,212



729,273



3,104,859Service operating income before amortization


1,153,274



206,541



48,421



254,962



1,408,236Service operating income as % of external revenue


48.5%



32.3%



54.3%



35.0%



45.4%Interest(1)


199,600



n/a



n/a



29,599



229,199Burrard Landing Lot 2 Holdings Partnership


















1,389230,588Cash
    taxes(1)


















Segment assets


6,465,183



869,710



523,736



1,393,446



7,858,629Corporate assets


















499,172Total assets


















8,357,801Capital expenditures and equipment costs (net) by segmentCapital expenditures


602,848



2,997



(766
)


2,231



605,079Equipment costs (net)


45,488



75,839







75,839



121,327648,336



78,836



(766
)


78,070



726,406Reconciliation to Consolidated Statements of Cash FlowsAdditions to property, plant and equipment


















606,093Additions to equipment costs (net)


















121,327Total of capital expenditures and equipment costs (net) per
    Consolidated Statements of Cash Flows


















727,420Increase in working capital related to capital expenditures


















2,608Less: Satellite services equipment
    profit(4)


















(3,622
)Total capital expenditures and equipment costs (net) reported by
    segments


















726,406     85




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  2007SatelliteCable


DTH


Satellite Services


Total


Total$


$


$


$


$Service revenue  total


2,086,066



611,713



90,117



701,830



2,787,896Intersegment


(3,414
)


(6,537
)


(3,500
)


(10,037
)


(13,451
)2,082,652



605,176



86,617



691,793



2,774,445Service operating income before amortization


995,694



196,404



47,527



243,931



1,239,625Service operating income as % of external revenue


47.8%



32.5%



54.9%



35.3%



44.7%Interest(1)


205,062



n/a



n/a



38,563



243,625Burrard Landing Lot 2 Holdings Partnership


















1,418245,043Cash
    taxes(1)


















Segment assets


6,300,834



894,893



529,411



1,424,304



7,725,138Corporate assets


















438,601Total assets


















8,163,739Capital expenditures and equipment costs (net) by segmentCapital expenditures


533,485



3,958



5,849



9,807



543,292Equipment costs (net)


19,546



76,970







76,970



96,516553,031



80,928



5,849



86,777



639,808Reconciliation to Consolidated Statements of Cash FlowsAdditions to property, plant and equipment


















554,565Additions to equipment costs (net)


















96,516Total of capital expenditures and equipment costs (net) per
    Consolidated Statements of Cash Flows


















651,081Decrease in working capital related to capital expenditures


















(7,678
)Less: IRU
    prepayments(3)


















(7
)Less: Satellite services equipment
    profit(4)


















(3,588
)Total capital expenditures and equipment costs (net) reported by
    segments


















639,808   (1)
    The Company reports interest and cash taxes on a segmented basis
    for Cable and combined satellite only. It does not report
    interest and cash taxes on a segmented basis for DTH and
    Satellite Services.(2)
    The Company realized gains totaling $13,384 on cancellation of
    certain of its US dollar forward purchase contracts in respect
    of capital expenditures and equipment costs. The gains were
    included in other comprehensive income and reclassified to the
    initial carrying amount of capital assets or equipment costs
    when the assets were recognized. 86




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   (3)
    Prepayments on IRUs in amounts not exceeding the costs to build
    the fibre subject to the IRUs are subtracted from the
    calculation of segmented capital expenditures and equipment
    costs (net).(4)
    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.  16.
    COMMITMENTS
    AND CONTINGENCIES  Commitments
  (i)
    During prior years, the Company, through its subsidiaries,
    purchased 28 Ku-band transponders on the Anik F1 satellite and
    18 Ku-band transponders on the Anik F2 satellite from Telesat
    Canada. During 2006, the Companys traffic on the Anik F1
    was transferred to the Anik F1R under a capacity services
    arrangement which has all of the same substantive benefits and
    obligations as on Anik F1. In addition, the Company leases a
    number of C-band and Ku-band transponders. Under the Ku-band F1
    and F2 transponder purchase agreements, the Company is committed
    to paying an annual transponder maintenance fee for each
    transponder acquired from the time the satellite becomes
    operational for a period of 15 years.(ii)
    The Company has various long-term commitments of which the
    majority are for the maintenance and lease of satellite
    transponders, lease of transmission facilities, and lease of
    premises as follows:  $2010


119,5292011


110,0642012


106,0542013


103,2672014


97,046Thereafter


296,241832,201     Contingencies
    Guarantees
   87




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Indemnities
        Irrevocable
    standby letters of credit and performance bonds
    17.
    PENSION
    PLANS  Defined
    contribution pension plans
    Defined
    benefit pension plan
   88




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
      2009


2008$


$Accrued benefit obligation and plan deficit, beginning of year


184,795



158,491Current service cost


5,002



4,610Interest cost


11,817



8,931Actuarial losses (gains)


(4,507
)


14,211Payment of benefits to employees


(1,448
)


(1,448
)Accrued benefit obligation and plan deficit, end of year


195,659



184,795   Reconciliation of accrued benefit obligation to Consolidated
    Balance

2009


2008Sheet accrued pension benefit liability

$


$Balance of unamortized pension obligation:Unamortized past service costs


28,817



33,648Unamortized actuarial loss


60,430



70,78789,247



104,435Accrued pension benefit liability recognized in Consolidated
    Balance Sheet:Accounts payable and accrued liabilities


1,448



1,448Other long-term liability


104,964



78,912106,412



80,360Accrued benefit obligation, end of year as above


195,659



184,795     2009


2008Accrued benefit obligation

%


%Discount rate


6.75



6.25Rate of compensation increase


5.00



5.00   2009


2008


2007Benefit cost for the year

%


%


%Discount rate


6.25



5.50



5.25Rate of compensation increase


5.00



5.00



5.00  89




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    2009


2008


2007$


$


$Current service cost


5,002



4,610



2,956Interest cost


11,817



8,931



6,129Past service cost










25,767Actuarial losses (gains)


(4,507
)


14,211



13,881Difference between amortization of actuarial loss recognized for
    the year and actual actuarial loss on the accrued benefit
    obligation for the year


10,357



(9,067
)


(9,721
)Difference between amortization of past service costs recognized
    for the year and actual past service costs on the accrued
    benefit obligation for the year


4,831



4,831



(18,204
)Pension expense


27,500



23,516



20,808       $2010


1,4482011


1,4322012


1,4242013


5,9182014


6,9622015  2019


62,049   18.
    RELATED
    PARTY TRANSACTIONS    Normal
    course transactions
    Corus
    Entertainment Inc. (Corus)
   90




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
      Burrard
    Landing Lot 2 Holdings Partnership
    Other
        Other
    transactions
       91




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   19.
    FINANCIAL
    INSTRUMENTS  Fair
    values
    (i)
    Current assets and current liabilities    (ii)
    Investments and other assets    (iii)
    Long-term debt  a)
    The carrying value of bank loans approximates their fair value
    because interest charges under the terms of the bank loans are
    based upon current Canadian bank prime and bankers
    acceptance rates and on US bank base and LIBOR rates.b)
    The carrying value of long-term debt is at amortized cost based
    on the initial fair value as determined at the time of issuance
    or at the time of a business acquisition. The fair value of
    publicly traded notes is based upon current trading values.
    Other notes and debentures are valued based upon current trading
    values for similar instruments.  (iv)
    Derivative financial instruments  mark-to-market
    2009


2008Carrying


Estimated


Carrying


Estimatedvalue


fair value


value


fair value$


$


$


$Long-term debt


3,150,488



3,394,224



2,707,043



2,743,250Derivative financial instruments  Cross-currency
    interest rate exchange agreements


462,273



462,273



513,385



513,385US currency forward purchase contracts


3,337



3,337



6,820



6,8203,616,098



3,859,834



3,227,248



3,263,455    92




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    Risk
    management
    Currency
    risk
      Interest
    rate risk
    day-to-day
 93




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Market
    risk
        Credit
    risk
        A-1.
 94




---



##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Liquidity
    risk
      Trade and


Long-term debtother


repayable at


Other derivative


Interestpayables
    (1)


maturity
    (2)


instruments
    (3)


payments
    (4)Within one year


563,110



643,161



3,353



249,5331 to 3 years






833,877







352,2113 to 5 years






1,401,346







215,994Over 5 years






718,498







105,777563,110



3,596,882



3,353



923,515   (1)
    Includes trade payables and accrued liabilities.(2)
    US denominated long-term debt is reflected at the hedged rates
    for the principal repayments (see notes 9 and 24).(3)
    Includes foreign exchange forward contracts.(4)
    Interest payments on long-term debt and the interest related
    portion of the cross-currency interest exchange derivatives. 95




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
   20.
    CONSOLIDATED
    STATEMENTS OF CASH FLOWS      2009


2008


2007$


$


$Net income


535,239



671,562



388,479Non-cash items:Amortization Deferred IRU revenue


(12,547
)


(12,547
)


(12,547
)Deferred equipment revenue


(132,974
)


(126,601
)


(104,997
)Deferred equipment costs


247,110



228,524



203,597Deferred charges


1,025



1,025



5,153Property, plant and equipment


480,582



414,732



381,909Financing costs  long term debt


3,984



3,627



Future income tax expense


167,474



16,366



142,871Equity loss (income) on investee


99



(295
)


(363
)Debt retirement costs


8,255



5,264



Stock-based compensation


16,974



16,894



6,787Defined benefit pension plan


26,052



22,068



19,120Net customs duty recovery on equipment costs






(22,267
)


Gain on cancellation of bond forward


(10,757
)






Other


(6,676
)


4,543



(1,646
)Funds flow from operations


1,323,840



1,222,895



1,028,363   (ii)
    Changes in non-cash working capital balances related to
    operations include the following:  2009


2008


2007$


$


$Accounts receivable


(5,714
)


(32,646
)


(16,435
)Prepaids and other


(14,393
)


(9,900
)


(9,563
)Accounts payable and accrued liabilities


47,781



54,839



(14,435
)Income taxes payable


22,894



(58
)


661Unearned revenue


8,522



7,069



11,42259,090



19,304



(28,350
)   (iii)
    Interest and income taxes paid (recovered) and classified as
    operating activities are as follows:  2009


2008


2007$


$


$Interest


231,594



241,899



231,513Income taxes


404



57



(717
)  96




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  (iv)
    Non-cash transactions    2009


2008


2007$


$


$Class B Non-Voting Shares issued on an acquisition
    [note 2]










3,000   21.
    CAPITAL
    STRUCTURE MANAGEMENT    (i)
    to maintain a capital structure which optimizes the cost of
    capital, provides flexibility and diversity of funding sources
    and timing of debt maturities, and adequate anticipated
    liquidity for organic growth and strategic acquisitions;(ii)
    to maintain compliance with debt covenants; and(iii)
    to manage a strong and efficient capital base to maintain
    investor, creditor and market confidence.    August 31, 2009


August 31, 2008Bank indebtedness






44,201Cash and cash equivalents


(253,862
)


Short-term securities


(199,375
)


Long-term debt repayable at maturity


3,596,882



3,182,391Share capital


2,113,849



2,063,431Contributed surplus


38,022



23,027Retained earnings


384,747



226,4085,680,263



5,539,458        97




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
      22.
    UNITED
    STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES    (a)
    Reconciliation
    to US GAAP  2009


2008


2007$


$


$Net income using Canadian GAAP


535,239



671,562



388,479Add (deduct) adjustments for:Deferred charges and
    credits(2)


6,235



(18,808
)


5,672Foreign exchange gains on hedged long-term
    debt(3)










47,382Reclassification of hedge losses from other comprehensive
    income(7)










(47,382
)Capitalized
    interest(10)


1,337



4,133



2,244Income
    taxes(11)


(4,036
)


(2,048
)


(10,461
)Net income using US GAAP


538,775



654,839



385,934Other comprehensive income (loss) using Canadian GAAP


19,040



(759
)


(18
)Adjustment to fair value of
    derivatives(7)










5,730Reclassification of derivative losses to income to offset
    foreign exchange gains on hedged long-term
    debt(7)










40,215Change in funded status of non-contributory defined benefit
    pension
    plan(9)


11,315



(3,135
)


Minimum liability for defined benefit pension
    plan(9)










5,81330,355



(3,894
)


51,740Comprehensive income using US GAAP


569,130



650,945



437,674Earnings per share using US GAAPBasic

$
1.26


$
1.52


$
0.89Diluted

$
1.25


$
1.51


$
0.89  98




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  Consolidated
    Balance Sheet items using US GAAP
 2009


2008Canadian


US


Canadian


USGAAP


GAAP


GAAP


GAAP$


$


$


$Property, plant and
    equipment(10)


2,821,544



2,829,257



2,616,500



2,622,877Deferred
    charges(2)(8)


259,738



170,260



274,666



175,818Broadcast
    rights(1)(5)(6)


4,816,153



4,790,919



4,776,078



4,750,844Income taxes payable


25,320



5,446



2,446



2,446Current portion of long-term
    debt(2)


481,739



482,341



509



509Long-term
    debt(2)


2,668,749



2,695,908



2,706,534



2,731,404Other long-term
    liability(9)


104,964



194,211



78,912



183,347Deferred
    credits(2)(8)


659,073



656,830



687,836



685,349Future income taxes


1,337,722



1,299,244



1,281,826



1,215,566Shareholders equity:Share capital


2,113,849



2,113,849



2,063,431



2,063,431Contributed surplus


38,022



38,022



23,027



23,027Retained earnings


384,747



283,044



226,408



121,169Accumulated other comprehensive loss


(38,634
)


(100,343
)


(57,674
)


(130,698
)Total shareholders equity


2,497,984



2,334,572



2,255,192



2,076,929     2009


2008$


$Shareholders equity using Canadian GAAP


2,497,984



2,255,192Amortization of intangible
    assets(1)


(130,208
)


(130,208
)Deferred charges and
    credits(2)


(19,367
)


(19,989
)Equity in loss of
    investees(4)


(35,710
)


(35,710
)Gain on sale of
    subsidiary(5)


16,052



16,052Gain on sale of cable
    systems(6)


50,063



50,063Capitalized
    interest(10)


5,619



4,623Income
    taxes(11)


11,848



9,930Accumulated other comprehensive loss  pension
    liability(9)


(61,709
)


(73,024
)Shareholders equity using US GAAP


2,334,572



2,076,929     (1)
    Amortization of intangible assets   99




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Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  (2)
    Deferred charges and credits      (3)
    Foreign exchange gains on hedged long-term debt    (4)
    Equity in loss of investees      (5)
    Gain on sale of subsidiary    (6)
    Gain on sale of cable systems     100




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  (7)
    Derivative instruments and hedging activities      (8)
    Subscriber connection fee revenue and related costs    (9)
    Pension liability        (10)
    Interest costs    (11)
    Income taxes    (b)
    Advertising
    costs   101




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  (c)
    Adoption
    of new accounting pronouncements  (i)
    Fair
    Value Measurements        Level 1
    Inputs are quoted prices in active markets for identical assets
    or liabilities.Level 2
    Inputs are quoted prices for similar assets or liabilities in an
    active market, quoted prices for identical or similar assets or
    liabilities in markets that are not active, inputs other than
    quoted prices that are observable and market-corroborated inputs
    which are derived principally from or corroborated by observable
    market data.Level 3
    Inputs are derived from valuation techniques in which one or
    more significant inputs or value drivers are unobservable.    Fair value measurements at reporting date usingQuoted prices


Significantin active


other


Significantmarkets for


observable


unobservableCarrying


identical asset


inputs


inputsvalue


(Level 1)


(Level 2)


(Level 3)Cross-currency interest rate
    exchange agreements


462,273







462,273



US currency forward
    purchase contracts


3,337







3,337



465,610







465,610



   (ii)
    Derivative
    Instruments and Hedging Activities   102




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
    Gain (Loss)


Gain (Loss) Reclassified


Gain (Loss) ReclassifiedRecognized in Other


from Other Comprehensive


from Other ComprehensiveComprehensive Income


Income into Income


Income into(Effective Portion)


(Effective Portion)


Income (Ineffective Portion)$


Location

$


Location


$Cross-currency interest rate exchange agreements


24,799


Other gains


31,845



Other gains



Interest expense


(26,313
)


Other gains



US currency forward purchase contracts


15,278


Equipment costs


11,795



Other gains



40,077





17,327







       Loss Recognized in IncomeLocation


$US currency forward purchase contracts


Other gains



(78
)   (iii)
    Subsequent
    Events   103




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
  (d)
    Recent
    accounting pronouncements  Business
    Combinations
    23.
    COMPARATIVE
    CONSOLIDATED FINANCIAL STATEMENTS    24.
    SUBSEQUENT
    EVENTS           104




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##### Table of Contents



Shaw
    Communications Inc.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
       105




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##### Table of Contents



Shaw
    Communications Inc.FIVE YEARS IN REVIEWAugust 31, 2009
  ($000s except per share amounts)

2009


2008


2007


2006


2005Service revenueCable


2,630,982



2,375,586



2,082,652



1,808,583



1,598,369DTH


673,226



640,061



605,176



567,807



530,729Satellite


86,705



89,212



86,617



82,894



80,7123,390,913



3,104,859



2,774,445



2,459,284



2,209,810Service operating income before
    amortization(1)Cable


1,269,620



1,153,274



995,694



857,466



797,583DTH


223,499



206,541



196,404



175,401



141,687Satellite


45,831



48,421



47,527



45,050



42,7231,538,950



1,408,236



1,239,625



1,077,917



981,993Net income


535,239



671,562



388,479



458,250



153,221Earnings per shareBasic


1.25



1.56



0.90



1.05



0.34Diluted


1.24



1.55



0.89



1.05



0.34Funds flow from
    operations(2)


1,323,840



1,222,895



1,028,363



847,197



728,524Balance sheetTotal assets


8,938,069



8,357,801



8,163,739



7,661,543



7,430,185Long-term debt (including current portion)


3,150,488



2,707,043



3,068,554



2,996,385



3,199,542Cash dividends declared per shareClass A


0.818



0.702



0.462



0.235



0.153Class B


0.820



0.705



0.465



0.238



0.155   (1)
    
    See key performance drivers on
    page 18.(2)
    
    Funds flow from operations is
    presented before changes in non-cash working capital as
    presented in the Consolidated Statements of Cash Flows. 106




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##### Table of Contents



Shaw
    Communications Inc.SHAREHOLDERS INFORMATION
    August 31, 2009
  Share
    Capital and Listings
    Trading
    Range of Class B Non-Voting Shares on the Toronto Stock
    Exchange
  TotalQuarter

High Close


Low Close


VolumeSeptember 1, 2008 to August 31, 2009First


23.78



18.76



90,016,682Second


22.73



18.06



73,663,899Third


20.64



17.44



69,911,538Fourth


19.77



17.99



76,379,137Closing price, August 31, 2009

18.79


309,971,256   Share
    Splits
  www.shaw.ca
 107




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##### Table of Contents



Shaw
    Communications Inc.CORPORATE INFORMATION
    August 31, 2009
  DIRECTORS
  JR
    Shaw (4)
 Executive Chair
 Shaw Communications Inc.
  Peter J. Bissonnette
 President
 Shaw Communications Inc.
  Adrian L.
    Burns (3)(4)
 Corporate Director
  George F.
    Galbraith (3)
 Corporate Director
  Dr. Lynda
    Haverstock (3)
 President and Chief Executive
    Officer
 Tourism Saskatchewan
  Gregory John
    Keating (1)
 Chairman and Chief Executive Officer
 Altimax Venture Capital
  Michael W.
    OBrien (3)(4)
 Corporate Director
  Paul K.
    Pew (1)
 Founder and Co-CEO
 G3 Capital Corp.
  Harold A.
    Roozen (2)
 Chairman and Chief
 Executive Officer
 CCI Thermal
 Technologies Inc.
  Jeffrey C.
    Royer (1)
 Corporate Director
 and Private Investor
  Bradley S. Shaw
 Senior Vice President,
 Operations
 Shaw Communications Inc.
  Jim
    Shaw (4)
 Chief Executive Officer and
 Vice Chair
 Shaw Communications Inc.
  JC
    Sparkman (2)(4)
 Corporate Director
  Carl E.
    Vogel (1)
 Partner
 SCP Worldwide
  Sheila C.
    Weatherill (2)
 Corporate Director
 Willard (Bill) H.
    Yuill (2)
 Chairman and Chief
    Executive Officer
 The Monarch Corporation
  SENIOR OFFICERS
 JR Shaw
 Executive Chair
  Jim Shaw
 Chief Executive Officer and Vice
    Chair
  Rhonda D. Bashnick
 Vice President, Finance
  Peter J. Bissonnette
 President
  Michael DAvella
 Senior Vice President, Planning
  Bradley S. Shaw
 Senior Vice President, Operations
  Ken C.C. Stein
 Senior Vice President,
 Corporate and Regulatory Affairs
  Steve Wilson
 Senior Vice President and
 Chief Financial Officer
  CORPORATE SECRETARY:
 Douglas J. Black, QC
  HONORARY SECRETARY:
 Louis Desrochers, CM, AOE, QC,
    LLD
  (1) Audit Committee
 (2)
    Human Resources Committee(3)
    Corporate Governance Committee (4) Executive Committee
 CORPORATE OFFICE
 Shaw Communications Inc.
 Suite 900, 630 
    3rd

    Avenue S.W., Calgary, Alberta
 Canada T2P 4L4
 Phone:
    (403) 750-4500
 Fax:
    (403) 750-4501
 Website: www.shaw.ca
  CORPORATE GOVERNANCE
 Information concerning 
    Shaws corporate governance
    policies are contained in the
    Information Circular and is 
    also available on Shaws 
    website, www.shaw.ca
  Information concerning 
    Shaws compliance with the
    corporate governance listing
    standards of the New York 
    Stock Exchange is available
    in the investor relations
    section on Shaws website, www.shaw.ca
  INTERNET HOME PAGE
 Shaws Annual Report,
    Annual Information Form,
    Quarterly Reports, Press
    Releases and other relevant
    investor relations information
    are available electronically
    on the Internet atwww.shaw.ca
  AUDITORS
 Ernst & Young LLP
  PRIMARY BANKER
 The Toronto-Dominion Bank
  TRANSFER AGENTS
 CIBC Mellon Trust Company,
    Calgary, AB
 Phone:
    1-800-387-0825
  The Bank of New York Mellon
 Jersey City, NJ
 Phone:
    1-800-387-0825
 DEBENTURE TRUSTEES
 Computershare Trust
 Company of Canada
 100 University Avenue,
 9th

    Floor
 Toronto, ON M5J 2Y1
 service@computershare.com
 Phone :
    1-800-564-6253
 Fax: 1-888-453-0330 or
 416-263-9394
  The Bank of New York
 101 Barclay Street, Floor 4E
 New York, NY 10288
 Phone
    1-800-438-5473
 Fax:
    212-815-5802
  FURTHER INFORMATION
 Financial analysts, portfolio
    managers, other investors
    and interested parties may
    contact the Company at(403) 750-4500
    or visit
    Shaws website atwww.shaw.cafor further
    information.
  To receive additional copies 
    of this Annual Report, please
    fax your request to(403) 750-7469
    or email investor.relations@sjrb.ca
  For further inquiries relating
    to Shaws philanthropic practices, please call
    (403) 750-7498.
  All trademarks used in this annual
    report are used with the permission of the owners of such
    trademarks.
 108