SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2009

Shaw Communications Inc.

Suite 900, 630 – 3^rd Avenue S.W., Calgary, Alberta T2P 4L4 (403) 750-4500 (Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F     o		Form 40-F     þ

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     o

     Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes     o		No     þ

     If “ Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                         

 

 

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Shaw Communications Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:		June 26, 2009 Shaw Communications Inc.

By:
/s/  Steve Wilson
Steve Wilson
Sr. V.P., Chief Financial Officer
Shaw Communications Inc.

NEWS RELEASE

Shaw announces third quarter results

Calgary, Alberta (June 26, 2009) — Shaw Communications Inc. announced results for the third quarter ended May 31, 2009. Consolidated service revenue for the three and nine month periods of $861 million and $2.52 billion, respectively, was up 9% and 10% over the same periods last year. Service operating income before amortization¹ of $395 million and $1.14 billion, respectively, improved 11% and 10% over the comparable periods. Funds flow from operations² increased to $356 million and $1.00 billion for the quarter and year-to-date periods, respectively, compared to $311 million and $902 million in the same periods last year.

Strong subscriber growth continued during the quarter reflecting Shaw’s brand strength, gained through consistent delivery of leading edge products and exceptional service. Basic cable subscribers increased 9,622 to 2,283,526, Digital customers were up 110,810 to 1,187,183, and Internet and Digital Phone lines grew by 24,625 to 1,650,959 and 54,633 to 774,009, respectively. DTH customers increased 1,580 to 898,213.

Chief Executive Officer and Vice Chair Jim Shaw commented, “The Digital momentum started earlier this year continued with a record quarterly gain in Digital customers of over 110,000. On a year-to-date basis we have added almost 280,000 Digital customers increasing our penetration of Basic from 40% at August 31, 2008 to 52%. Digital and HDTV continue to enhance the home entertainment experience offering viewer’s access to a wider variety of programming options, an ever-expanding VOD library and superior picture quality. Shaw is committed to being at the forefront of technology advances that continue to support growth in this area.”

Free cash flow¹ for the quarter and year-to-date periods was $154 million and $406 million, respectively, compared to $81 million and $309 million for the same periods last year. The improvement in free cash flow was achieved through higher service operating income before amortization and after increased capital investment.

Net income of $132 million or $0.31 per share compared to $128 million or $0.30 per share for the same period last year. Net income for the first nine months of the year was $411 million or $0.96 per share compared to $539 million or $1.25 per share last year.³ The current and comparable three and nine month periods included non-operating items which are more fully detailed in Management’s Discussions and Analysis (MD&A). The current nine month period included a tax recovery of approximately $23 million, while the comparable period included a tax recovery of approximately $199 million. These tax recoveries were primarily related to reductions in enacted income tax rates. The prior nine month period also benefitted from a net duty recovery of approximately $22 million before income taxes related to the importation of satellite receivers. Excluding the non-operating items, net income for the current three and nine month periods ended May 31, 2009 would have been $131 million and $381 million compared to $117 million and $327 million in the same periods last year.

Service revenue in the Cable division was up 10% and 11% for the quarter and year-to-date periods, respectively, to $670 million and $1.95 billion. The improvement was primarily driven by customer growth and rate increases. Service operating income before amortization improved almost 11% for the three and nine month periods to $325 million and $942 million, respectively.

Service revenue in the Satellite division was $192 million and $569 million for the three and nine month periods respectively, up 4% and 5%, respectively, over the comparable periods last year. The improvement was primarily due to rate increases and customer growth. Service operating income before amortization for the quarter increased 13% to $70 million, and the year-to-date was up 8% to $203 million.

Jim Shaw stated, “Strong subscriber growth and solid operational performance delivered financial results year-to-date that keep us on track to achieve our financial guidance for the year, including generating free cash flow of at least $500 million.”

On March 27, 2009 the Company closed a $600 million offering of 6.50% senior notes due June 2, 2014. The net proceeds are being used for debt repayment, working capital and general corporate purposes. On April 15, 2009 Shaw subsequently redeemed the Videon Cablesystems Inc. Cdn $130 million Senior Debentures.

Mr. Shaw concluded “Our dedicated team of 10,000 Shaw employees have met the challenge of these uncertain economic times by consistently delivering exceptional customer service, introducing new products, and managing the operations prudently. Our strategy is sound: we focus on our core business, deliver consistent service, grow our subscriber base, offer value through new products and services, and manage our finances — all to deliver growth and value for our shareholders.”

Shaw Communications Inc. is a diversified communications company whose core business is providing broadband cable television, High-Speed Internet, Digital Phone, telecommunications services (through Shaw Business Solutions) and satellite direct-to-home services (through Star Choice). The Company serves 3.4 million customers, including over 1.6 million Internet and 775,000 Digital Phone customers, through a reliable and extensive network, which comprises 625,000 kilometres of fibre. Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (Symbol: TSX — SJR.B, NYSE — SJR).

The accompanying Management’s Discussion and Analysis forms part of this news release and the “Caution Concerning Forward Looking Statements” applies to all forward-looking statements made in this news release.

For more information, please contact:

Shaw Investor Relations
Investor.relations@sjrb.ca

Shaw Communications Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS
MAY 31, 2009

June 25, 2009

Certain statements in this report may constitute forward-looking statements. Included herein is a “Caution Concerning Forward-Looking Statements” section which should be read in conjunction with this report.

The following should also be read in conjunction with Management’s Discussion and Analysis included in the Company’s August 31, 2008 Annual Report including the Consolidated Financial Statements and the Notes thereto and the unaudited interim Consolidated Financial Statements and the Notes thereto of the current quarter.

CONSOLIDATED RESULTS OF OPERATIONS
THIRD QUARTER ENDING MAY 31, 2009

Selected Financial Highlights

		Three months ended May 31												Nine months ended May 31
										Change												Change
		2009				2008				%				2009				2008				%
($000’s Cdn except per share amounts)
Operations:
Service revenue			861,382				792,149				8.7				2,517,994				2,299,159				9.5
Service operating income before amortization(1)			395,270				356,089				11.0				1,144,422				1,038,709				10.2
Operating margin(1)			45.9	%			45.0	%			0.9				45.4	%			45.2	%			0.2
Funds flow from operations(2)			356,046				310,984				14.5				1,002,521				901,619				11.2
Net income			131,945				128,113				3.0				411,251				539,184				(23.7	)
Per share data:
Earnings per share — basic		$	0.31			$	0.30							$	0.96			$	1.25
— diluted		$	0.31			$	0.30							$	0.95			$	1.24
Weighted average participating shares outstanding during period (000’s)			429,877				431,010								428,828				431,533

(1)		See definition under Key Performance Drivers in Management’s Discussion and Analysis.
(2)		Funds flow from operations is before changes in non-cash working capital balances related to operations as presented in the unaudited interim Consolidated Statements of Cash Flows.

Subscriber Highlights

						Growth
		Total				Three months ended May 31,								Nine months ended May 31,
		May 31, 2009				2009				2008				2009				2008
Subscriber statistics:
Basic cable customers			2,283,526				9,622				2,495				23,093				17,157
Digital customers			1,187,183				110,810				32,658				278,016				120,160
Internet customers (including pending installs)			1,650,959				24,625				23,185				81,907				89,421
DTH customers			898,213				1,580				4,686				5,685				11,207
Digital phone lines (including pending installs)			774,009				54,633				57,700				162,078				164,575

Shaw Communications Inc.

Additional Highlights

•

Consolidated service revenue of $861.4 million and $2.52 billion for the three and nine month periods, respectively, improved 8.7% and 9.5% over the comparable periods last year. Total service operating income before amortization of $395.3 million and $1.14 billion was up 11.0% and 10.2% over the same periods.

•

Consolidated free cash flow1 for the quarter and year-to-date periods was $154.3 million and $405.6 million, respectively, compared to $81.2 million and $309.3 million for the same periods last year.

•

On March 27, 2009 the Company closed a $600 million offering of 6.50% senior notes due June 2, 2014. The net proceeds are being used for debt repayment, working capital and general corporate purposes.

•

On April 15, 2009 Shaw redeemed $130.0 million of Videon Cablesystems Inc. Senior Debentures

Consolidated Overview

Consolidated service revenue of $861.4 million and $2.52 billion for the three and nine month periods, respectively, improved 8.7% and 9.5% over the same periods last year. The improvement was primarily due to customer growth and rate increases. Consolidated service operating income before amortization for the three month and nine month periods improved 11.0% and 10.2% over the comparable periods to $395.3 million and $1.14 billion. The increase was driven by the revenue improvements partially offset by higher employee and other costs related to growth. The comparable three month period included increased CRTC Part II fees as the Company had stopped accruing for these in October 2007 and reinstated the accrual in May 2008.

Net income was $131.9 million and $411.3 million for the three and nine months ended May 31, 2009 compared to $128.1 million and $539.2 million for the same periods last year. Non-operating items affected net income in all periods. The prior comparable quarter included a tax recovery of $11.1 million related to the resolution of certain tax matters, while the prior year-to-date period included a recovery of approximately $199.1 million primarily related to reductions in enacted income tax rates and also benefitted from a net duty recovery related to satellite importations of $22.3 million. The current year-to-date period includes a tax recovery of $22.6 million related to reductions in enacted income tax rates. Outlined on the following page are further details on this and other operating and non-operating components of net income for each period.

Shaw Communications Inc.

		Nine months ended												Nine months ended
						Operating net				Non-								Operating net				Non-
($000’s Cdn)		May 31, 2009				of interest				operating				May 31, 2008				of interest				operating
Operating income			719,347												661,265
Amortization of financing costs — long-term debt			(2,918	)											(2,745	)
Interest expense — debt			(174,647	)											(174,025	)
Operating income after interest			541,782				541,782				—				484,495				484,495				—
Debt retirement costs			(8,255	)			—				(8,255	)			(5,264	)			—				(5,264	)
Other gains			18,816				—				18,816				25,751				—				25,751
Income before income taxes			552,343				541,782				10,561				504,982				484,495				20,487
Income tax expense (recovery)			140,993				160,597				(19,604	)			(34,208	)			157,959				(192,167	)
Income before following			411,350				381,185				30,165				539,190				326,536				212,654
Equity loss on investee			(99	)			—				(99	)			(6	)			—				(6	)
Net income			411,251				381,185				30,066				539,184				326,536				212,648

		Three months ended												Three months ended
						Operating net				Non-								Operating net				Non-
($000’s Cdn)		May 31, 2009				of interest				operating				May 31, 2008				of interest				operating
Operating income			248,431												231,242
Amortization of financing costs — long-term debt			(1,026	)											(882	)
Interest expense — debt			(61,083	)											(56,798	)
Operating income after interest			186,322				186,322				—				173,562				173,562				—
Debt retirement costs			(8,255	)			—				(8,255	)			—				—				—
Other gains			9,822				—				9,822				233				—				233
Income before income taxes			187,889				186,322				1,567				173,795				173,562				233
Income tax expense (recovery)			55,832				55,367				465				45,612				56,636				(11,024	)
Income before following			132,057				130,955				1,102				128,183				116,926				11,257
Equity loss on investee			(112	)			—				(112	)			(70	)			—				(70	)
Net income			131,945				130,955				990				128,113				116,929				11,187

     The changes in net income are outlined in the table below.

		May 31, 2009 net income compared to:
		Three months ended								Nine months ended
		February 28, 2009				May 31, 2008				May 31, 2008
(000’s Cdn)
Increased service operating income before amortization			13,915				39,181				105,713
Increased amortization			(3,744	)			(22,136	)			(47,804	)
Increased interest expense			(4,729	)			(4,285	)			(622	)
Change in net other costs and revenue(1)			(5,737	)			1,292				(10,019	)
Increased income taxes			(23,989	)			(10,220	)			(175,201	)
			(24,284	)			3,832				(127,933	)

(1)

Net other costs and revenue includes debt retirement costs, other gains and equity loss on investee as detailed in the unaudited interim Consolidated Statements of Income and Retained Earnings (Deficit).

Shaw Communications Inc.

Basic earnings per share were $0.31 and $0.96 for the quarter and nine months, respectively, compared to $0.30 and $1.25 in the same periods last year. The current three month period benefitted from higher service operating income before amortization of $39.2 million partially offset by increased amortization of $22.1 million. Lower income taxes in the comparable quarter of $10.2 million included a tax recovery of $11.1 million related to the resolution of certain tax matters and further offset this improvement. On a year-to-date basis service operating income before amortization was up $105.7 million partially offset by increased amortization of $47.8 million. The improvement was more than offset by lower income taxes in the prior year that included a $199.1 million future tax recovery as compared to a current nine month period tax recovery of $22.6 million. Both recoveries were primarily related to reductions in corporate income tax rates. The prior nine month period also benefitted from improved net other costs and revenue of $10.0 million due to a $22.3 million net duty recovery related to satellite receiver importations partially offset by a current period gain of $10.8 million realized on settlement of a bond forward contract.

Net income in the current quarter decreased $24.3 million compared to the second quarter of fiscal 2009 primarily due to lower income taxes in the prior period resulting from a tax recovery of $22.6 million related to reductions in corporate income tax rates. Improved service operating income before amortization of $13.9 million was offset by increased amortization and interest expense of $3.7 million and $4.7 million, respectively, and lower net other costs and revenue of $5.7 million. The lower net other costs and revenue was primarily due to a gain in the prior quarter realized on the sale of certain redundant facilities.

Funds flow from operations was $356.0 million in the third quarter compared to $311.0 million in the comparable quarter, and on a year-to-date basis was $1.00 billion compared to $901.6 million in 2008. The improvement over the comparative periods was principally due to increased service operating income before amortization.

Consolidated free cash flow for the quarter of $154.3 million compared to $81.2 million in the same period last year. The improvement was due to increased service operating income of $39.2 million and lower capital investment of $38.2 million in the current quarter. For the nine month period free cash flow was up $96.3 million over last year to $405.6 million. The year-to-date growth was principally due to increased service operating income before amortization of $105.7 million partially offset by increased capital investment of $8.8 million. The Cable division generated $109.0 million of free cash flow for the quarter compared to $44.4 million in the comparable period. The Satellite division achieved free cash flow of $45.2 million for the quarter compared to $36.7 million in the same period last year.

Coincident with the expiry of Shaw’s shelf prospectus on March 17, 2009, Shaw filed a short form base shelf prospectus with securities regulators in Canada and the U.S. on March 11, 2009 to allow for timely access to capital markets. The shelf prospectus allows for the issue of up to an aggregate $2.5 billion of debt and equity securities over a 25 month period. On March 27, 2009 the Company closed a $600.0 million offering of 6.50% senior notes due June 2, 2014. The net proceeds are being used for debt repayment, working capital and general corporate purposes. On April 15, 2009 Shaw subsequently redeemed the Videon Cablesystems Inc. Cdn $130.0 million Senior Debentures.

Shaw Communications Inc.

Key Performance Drivers

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 GAAP 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 operational and financial performance and as an indicator of its ability to service debt and return cash to shareholders. These non-GAAP financial measures have not been presented as an alternative to net income or any other measure of performance required by Canadian or US GAAP.

The following contains a listing of non-GAAP financial measures used by the Company and provides a reconciliation to the nearest GAAP measurement or provides a reference to such reconciliation.

Service operating income before amortization and operating margin
Service operating income before amortization is calculated as service revenue less operating, general and administrative expenses and is presented as a sub-total line item in the Company’s unaudited interim Consolidated Statements of Income and Retained Earnings (Deficit). It is intended to indicate the Company’s ability to service and/or incur debt, and therefore it is calculated before amortization (a non-cash expense) and interest. Service operating income before amortization is also one of the measures used by the investing community to value the business. Operating margin is calculated by dividing service operating income before amortization by service revenue.

Free cash flow
The Company utilizes this measurement as it measures the Company’s ability to repay debt and return cash to shareholders.

Free cash flow for cable and satellite is calculated as service operating income before amortization, less interest, cash taxes paid or payable on net income, capital expenditures (on an accrual basis and net of proceeds on capital dispositions) and equipment costs (net).

Commencing in 2009, for the purpose of determining free cash flow, the Company revised its calculation of capital expenditures to net proceeds on capital dispositions. Historically, the proceeds received on the sale of property, plant and equipment were not included in the free cash flow calculation as they were generally nominal. The Company expects these will be more material on a prospective basis as it commences to consolidate its operating groups at its new campus style facility in Calgary, disposes of redundant assets, and replaces various operating assets as it continues to upgrade and improve competitiveness. The definition of free cash flow is more fully described in the Company’s August 31, 2008 Annual Report on page 10.

Shaw Communications Inc.

Consolidated free cash flow is calculated as follows:

		Three months ended May 31,								Nine months ended May 31,
		2009				2008				2009				2008
($000’s Cdn)
Cable free cash flow(1)			109,021				44,411				279,985				202,813
Combined satellite free cash flow(1)			45,229				36,749				125,653				106,534
Consolidated free cash flow			154,250				81,160				405,638				309,347

(1)

Reconciliations of free cash flow for both cable and satellite are provided under “Cable — Financial Highlights” and “Satellite — Financial Highlights”.

CABLE
FINANCIAL HIGHLIGHTS

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2009				2008				%				2009				2008				%
($000’s Cdn)
Service revenue (third party)			669,606				607,849				10.2				1,948,519				1,755,176				11.0
Service operating income before amortization(1)			325,360				294,341				10.5				941,613				851,108				10.6
Less:
Interest expense			54,180				49,231				10.1				153,937				149,943				2.7
Cash flow before the following:			271,180				245,110				10.6				787,676				701,165				12.3
Capital expenditures and equipment costs (net):
New housing development			18,348				21,478				(14.6	)			59,088				70,761				(16.5	)
Success based			52,813				29,102				81.5				129,994				72,550				79.2
Upgrades and enhancement			66,576				64,181				3.7				220,095				204,044				7.9
Replacement			12,726				15,038				(15.4	)			38,524				44,388				(13.2	)
Buildings/other			11,696				70,900				(83.5	)			59,990				106,609				(43.7	)
Total as per Note 2 to the unaudited interim Consolidated Financial Statements			162,159				200,699				(19.2	)			507,691				498,352				1.9
Free cash flow(1)			109,021				44,411				145.5				279,985				202,813				38.1
Operating margin			48.6	%			48.4	%			0.2				48.3	%			48.5	%			(0.2	)

(1)

See definitions and discussion under Key Performance Drivers in Management’s Discussion and Analysis.

Operating Highlights

•

Shaw had a record quarterly Digital gain, adding 110,810 customers. As at May 31, 2009 Digital customers totaled 1,187,183 representing 52.0% penetration of Basic compared to 40.2% penetration at August 31, 2008.

•

Digital Phone lines increased 54,633 during the quarter to 774,009 lines at May 31, 2009. The Digital Phone footprint grew in the quarter with continued launches in various smaller centres in British Columbia and Alberta.

•

Shaw added 24,625 Internet customers during the three month period to total 1,650,959 as at May 31, 2009. Internet penetration of Basic now stands at 72.3% up from 69.4% at August 31, 2008. During the quarter Shaw launched its 100Mbps service in Victoria and Winnipeg.

•

Basic customers increased 9,622 during the quarter to 2,283,526 at May 31, 2009.

Shaw Communications Inc.

Cable service revenue for the three and nine month periods of $669.6 million and $1.95 billion, respectively, was up 10.2% and 11.0% over the same periods last year. Customer growth and rate increases accounted for the improvement. Service operating income before amortization of $325.4 million and $941.6 million, respectively, increased 10.5% and 10.6% over the comparable three and nine month periods. The improvement was driven by revenue related growth partially offset by higher employee costs and other expenses, including marketing activities and equipment maintenance and support. The comparable three month period also included higher CRTC Part II fees as the Company had stopped accruing for these in October 2007 and reinstated the accrual in May 2008.

Service revenue was up $20.0 million or 3.1% over the second quarter of fiscal 2009 primarily due to customer growth and rate increases partially implemented in the current quarter. Service operating income before amortization improved $12.3 million or 3.9% over this same period due to the revenue related growth partially reduced by costs related to growth including increased marketing related activities.

Total capital investment of $162.2 million for the quarter declined $38.5 million compared to the same quarter last year. Capital investment of $507.7 million for the year-to-date period increased $9.3 million over the same period last year.

Spending in New housing development for the three and nine month periods declined $3.1 million and $11.7 million, respectively, over the same periods last year mainly due to reduced activity.

Success-based capital increased $23.7 million and $57.4 million over the comparable three and nine month periods, respectively. Both current periods had higher Digital success-based capital primarily due to increased customer activations associated with the new rental strategy. The current year-to-date period also included increased digital success based amounts related to lower customer pricing of certain equipment earlier in the year.

Investment in the Upgrades and enhancement category was up $16.1 million for the year-to-date period compared to the same period last year. The current period included higher spending on Internet projects to enhance the speed of Shaw’s various Internet offerings. The comparable nine month period included higher investment on Digital Phone capital mainly related to the expansion of softswitch and network capacity to accommodate continued growth which partially offset the increase.

Investment in Buildings and other declined $59.2 million and $46.6 million, respectively, compared to the quarter and year-to-date periods last year. The higher spend in the comparable periods was primarily due to investments in various facilities projects including the purchase of a property in Calgary adjacent to existing Company owned facilities. This property has since been used to consolidate various operating groups that were previously located in other areas of Calgary. The current quarter also benefitted from lower spending on IT related projects. The nine month period ending May 31, 2009 included proceeds on the sale of redundant facilities which was offset primarily with higher investment in IT projects to upgrade back office and customer support systems.

Shaw Communications Inc.

Subscriber Statistics

										May 31, 2009
										Three months ended								Nine months ended
														Change								Change
		May 31, 2009				August 31, 2008(1)				Growth				%				Growth				%
CABLE:
Basic service:
Actual			2,283,526				2,260,433				9,622				0.4				23,093				1.0
Penetration as % of homes passed			63.1	%			63.5	%
Digital customers			1,187,183				909,167				110,810				10.3				278,016				30.6
INTERNET:
Connected and scheduled			1,650,959				1,569,052				24,625				1.5				81,907				5.2
Penetration as % of basic			72.3	%			69.4	%
Standalone Internet not included in basic cable			231,601				214,315				1,033				0.4				17,286				8.1
DIGITAL PHONE:
Number of lines(2)			774,009				611,931				54,633				7.6				162,078				26.5

(1)		August 31, 2008 figures 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.

Shaw is committed to continually upgrading its infrastructure to offer customers new and improved services. The Company has continued to roll-out Digital simulcast, adding approximately 300,000 additional homes this year, and is now digital simulcasting in approximately 95% of its footprint. During the quarter the Company launched a number of new digital offerings including the Star Trek series and UFC content on Shaw VOD, continuing to expand the variety of affordable entertainment available in the customers own home. Digital subscriber growth continued with the momentum gained earlier in the year adding over 110,000 customers, a record quarterly gain. As at May 31, 2009, Digital penetration of Basic stands at 52.0% compared to 40.2% at August 31, 2008. Shaw now has almost 500,000 HD capable customers.

Internet speed increases of 50 per cent or greater were implemented during the previous quarter as well as a new 100 Mbps service, High-Speed Nitro, using DOCSIS 3.0 technology. During the current quarter the new 100 Mbps service was rolled out in Winnipeg and Victoria.

Shaw’s Digital Phone footprint continued to expand during the quarter with launches in various smaller centres in British Columbia, including Lumby, Falkland and Aspen Park, and in Alberta, including Morinville and Namao. Since the launch of Shaw Digital Phone in Calgary just over 4 years ago the Company has expanded the range of service offerings to meet the needs of a variety of customers and penetration of Digital Phone lines now stands at over 36% of Basic customers who have the service available to them.

Shaw Communications Inc.

SATELLITE (DTH and Satellite Services)
FINANCIAL HIGHLIGHTS

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2009				2008				%				2009				2008				%
($000’s Cdn)
Service revenue (third party)
DTH (Star Choice)			170,047				161,619				5.2				503,907				477,182				5.6
Satellite Services			21,729				22,681				(4.2	)			65,568				66,801				(1.8	)
			191,776				184,300				4.1				569,475				543,983				4.7
Service operating income before amortization(1)
DTH (Star Choice)			58,298				49,531				17.7				167,813				151,003				11.1
Satellite Services			11,612				12,217				(5.0	)			34,996				36,598				(4.4	)
			69,910				61,748				13.2				202,809				187,601				8.1
Less:
Interest expense(2)			6,564				7,220				(9.1	)			19,688				23,037				(14.5	)
Cash flow before the following:			63,346				54,528				16.2				183,121				164,564				11.3
Capital expenditures and equipment costs (net):
Success based(3)			15,835				16,134				(1.9	)			52,703				53,988				(2.4	)
Transponders and other			2,282				1,645				38.7				4,765				4,042				17.9
Total as per Note 2 to the unaudited interim Consolidated Financial Statements			18,117				17,779				1.9				57,468				58,030				(1.0	)
Free cash flow(1)			45,229				36,749				23.1				125,653				106,534				17.9
Operating Margin			36.5	%			33.5	%			3.0				35.6	%			34.5	%			1.1

(1)

See definitions and discussion under Key Performance Drivers in Management’s Discussion and Analysis.

(2)

Interest is allocated to the Satellite division based on the actual cost of debt incurred by the Company to repay Satellite debt and to fund accumulated cash deficits of Shaw Satellite Services and Shaw Direct.

(3)

Net of the profit on the sale of satellite equipment as it is viewed as a recovery of expenditures on customer premise equipment.

Operating Highlights

•

Free cash flow of $45.2 million for the quarter compares to $36.7 million in the same period last year.

•

During the quarter Shaw Direct added 1,580 customers and as at May 31, 2009 DTH customers now total 898,213.

Service revenue of $191.8 million and $569.5 million for the three and nine month periods, respectively, was up 4.1% and 4.7% over the same periods last year. The improvement was primarily due to rate increases and customer growth. Service operating income before amortization improved 13.2% and 8.1% over the comparable three and nine month periods respectively, to $69.9 million and $202.8 million. The increase was mainly due to the revenue related growth partially offset by costs to support customer service and growth. The comparable quarter also included higher CRTC Part II fees as the Company had stopped accruing for these in October 2007 and reinstated the accrual in May 2008.

Service operating income before amortization improved 2.4% over the second quarter. The increase was mainly due to customer growth and rate increases.

Shaw Communications Inc.

Total capital investment of $18.1 million and $57.5 million for the quarter and year-to-date periods, respectively, were comparable to the prior year spends of $17.8 million and $58.0 million, respectively.

During the quarter Star Choice changed its name to Shaw Direct, strengthening the Shaw name from coast to coast and building on the Shaw brand extension in 2007 to include Shaw Tracking, Shaw Business Solutions and Shaw Broadcast Services.

Shaw Direct added Golf HD during the quarter to its HD channel line up and now offers a total of 53 HD services to over 300,000 HD customers.

Subscriber Statistics

										May 31, 2009
										Three months ended								Nine months ended
														Change								Change
		May 31, 2009				August 31, 2008				Growth				%				Growth				%
DTH customers (1)			898,213				892,528				1,580				0.2				5,685				0.6

(1)

Including seasonal customers who temporarily suspend their service.

OTHER INCOME AND EXPENSE ITEMS

Amortization

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2009				2008				%				2009				2008				%
($000’s Cdn)
Amortization revenue (expense) —
Deferred IRU revenue			3,137				3,137				—				9,410				9,410				—
Deferred equipment revenue			33,341				32,463				2.7				100,319				93,567				7.2
Deferred equipment costs			(62,674	)			(57,210	)			9.6				(186,065	)			(169,549	)			9.7
Deferred charges			(256	)			(256	)			—				(768	)			(768	)			—
Property, plant and equipment			(120,387	)			(102,981	)			16.9				(347,971	)			(310,104	)			12.2

The increase in amortization of deferred equipment revenue and deferred equipment costs over the comparative periods is primarily due to continued growth in sales of higher priced HD digital equipment up to February 2009. During the current quarter, the Company launched a new HD digital rental program as part of its focus on growing the HD customer base.

Amortization of property, plant and equipment increased over the comparable periods as the amortization of capital expenditures incurred in fiscal 2008 and 2009 exceeded the impact of assets that became fully depreciated.

Shaw Communications Inc.

Amortization of financing costs and Interest expense

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2009				2008				%				2009				2008				%
($000’s Cdn)
Amortization of financing costs — long-term debt			1,026				882				16.3				2,918				2,745				6.3
Interest expense — debt			61,083				56,798				7.5				174,647				174,025				0.4

Interest expense increased over the comparative quarter as a result of a higher average debt level.

Debt retirement costs

During the current quarter, the Company redeemed the Videon CableSystems Inc. Cdn $130 million Senior Debentures. In connection with the early redemption, the Company incurred costs of $9.2 million and wrote-off the remaining unamortized fair value adjustment of $0.9 million. The Company used part of the proceeds from its $600 million Senior notes issuance to fund the redemption.

The debt retirement costs in the prior year were in relation to the early redemption of the Cdn $100 million 8.54% COPrS in January 2008.

Other gains

This category generally includes realized and unrealized foreign exchange gains and losses on US dollar denominated current assets and liabilities, gains and losses on disposal of property, plant and equipment and the Company’s share of the operations of Burrard Landing Lot 2 Holdings Partnership (“the Partnership”). In addition, the current nine month period includes a gain of $10.8 million on cancellation of a bond forward contract while the prior year-to-date period includes a net customs duty recovery of $22.3 million related to satellite receiver importations in prior years.

Future income taxes

Future income taxes fluctuated over the comparative periods due to income tax recoveries primarily in respect of reductions in the enacted corporate income tax rates.

Shaw Communications Inc.

RISKS AND UNCERTAINTIES

The significant risks and uncertainties affecting the Company and its business are discussed in the Company’s August 31, 2008 Annual Report under the Introduction to the Business — Known Events, Trends, Risks and Uncertainties in Management’s Discussion and Analysis. Developments of note since then are as follows:

Impact of Regulation — Potential for New or Increased Fees

On June 4, 2009 the CRTC released its decision in the New Media hearing and determined the new media exemption order would be maintained and no fees would be imposed on the revenues of Internet Service Providers at this time.

The CRTC is currently considering the appropriate level of contribution by a BDU to fund the new Local Programming Improvement Fund (“LPIF”). Any determined level of contribution to the LPIF will increase Shaw’s costs.

FINANCIAL POSITION

Total assets at May 31, 2009 were $8.8 billion compared to $8.4 billion at August 31, 2008. Following is a discussion of significant changes in the consolidated balance sheet since August 31, 2008.

Current assets increased $279.1 million due to increases in cash and short-term securities of $365.0 million, accounts receivable of $12.3 million and inventories of $13.3 million partially offset by a decrease in future income taxes of $115.0 million. Cash and short-term securities were up due to excess funds from the $600 million Senior note issuance in the quarter. Inventories increased due to timing of equipment purchases while accounts receivable were up due to subscriber growth and rate increases. Future income taxes declined due to the use of non-capital loss carryforwards.

Property, plant and equipment increased $152.9 million as current year capital investment exceeded amortization.

Broadcast rights increased $40.1 million due to the acquisition of the Campbell River cable system in British Columbia.

Current liabilities (excluding current portion of long-term debt and derivative instruments) decreased $159.1 million due to decreases in bank indebtedness of $44.2 million and accounts payable of $118.3 million. Accounts payable and accrued liabilities declined due to funding the remaining amount owing in respect of wireless spectrum licenses partially offset by an increase in trade payables.

Total long-term debt increased $439.0 million as a result of $593.6 million in net proceeds on the Senior note issuance and an increase of $28.7 million relating to the translation of hedged US denominated debt partially offset by the early redemption of the Videon CableSystems Inc. Cdn $130 million Senior Debentures and repayment of bank borrowings of $55.0 million. The current portion of long-term debt increased due to the US $440 million Senior notes due in April 2010.

Shaw Communications Inc.

Other long-term liability was higher due to the current year defined benefit pension plan expense.

Derivative instruments (including current portion) decreased $40.8 million of which $28.7 million was in respect of the foreign exchange gain on the notional amounts of the derivatives relating to hedges on long-term debt. Current derivative instruments increased by $176.2 million primarily due to the cross-currency interest rate exchange agreement in respect of the aforementioned US $440 million Senior notes due in April 2010.

Deferred credits decreased $13.5 million mainly due to the amortization of deferred IRU revenue of $9.4 million.

Future income taxes increased $29.4 million due to the current year future income tax expense partially offset by an income tax recovery related to reductions in corporate income tax rates.

Share capital increased by $46.0 million primarily due to the issuance of 3,234,943 Class B Non-Voting Shares under the Company’s option plans for $54.5 million partially offset by the repurchase of 1,683,000 Class B Non-Voting Shares for $33.6 million of which $8.6 million reduced stated share capital and $25.0 million was charged against retained earnings. As of June 15, 2009, share capital is as reported at May 31, 2009 with the exception of the issuance of 45,060 Class B Non-Voting Shares upon exercise of options subsequent to the quarter end. Contributed surplus increased due to stock-based compensation expense recorded in the current year. Accumulated other comprehensive loss decreased due to a decline in the unrealized losses on derivative instruments related to US denominated long-term debt and the realized gains on cancellation of certain US dollar forward purchase contracts in respect of capital expenditures and equipment costs.

LIQUIDITY AND CAPITAL RESOURCES

In the current year, the Company generated $405.6 million of consolidated free cash flow. Shaw used its free cash flow along with net proceeds of $593.6 million from its Senior notes offering, proceeds on cancellation of US dollar forward purchase contracts and a bond forward contract of $24.1 million, proceeds on issuance of Class B Non-Voting Shares of $52.9 million and other net items of $12.0 million to redeem the Videon CableSystems Inc. Cdn $130 million Senior Debentures, purchase $33.6 million of Class B Non-Voting Shares for cancellation, repay debt and bank indebtedness of $99.2 million, pay common share dividends of $261.6 million, fund the final cash payment of $152.5 million related to deposits on wireless spectrum licenses and purchase the Campbell River cable system for $46.3 million. The remaining $365.0 million was held in cash and short-term securities.

To allow for timely access to capital markets, Shaw filed a short form base shelf prospectus with securities regulators in Canada and the U.S. on March 11, 2009. The shelf prospectus allows for the issue of up to an aggregate $2.5 billion of debt and equity securities over a 25 month period. Pursuant to this shelf prospectus, 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

Shaw Communications Inc.

$593.6 million are being used for debt repayment, working capital and general corporate purposes. Excess funds are being held in cash and short-term securities.

On November 12, 2008, Shaw received the approval of the TSX to renew its normal course issuer bid to purchase its Class B Non-Voting Shares for a further one year period. The Company is authorized to acquire up to 35,000,000 Class B Non-Voting Shares during the period November 19, 2008 to November 18, 2009. During the first quarter, the Company repurchased 1,683,000 Class B Non-Voting Shares for $33.6 million. No shares were repurchased during the second or third quarters.

At May 31, 2009, Shaw held $365.0 million in cash and short-term securities and had access to $1 billion of available credit facilities. Based on cash balances, available credit facilities and forecasted free cash flow, the Company expects to have sufficient liquidity to fund operations and obligations during the current fiscal year. On a longer-term basis, Shaw expects to generate free cash flow and have borrowing capacity sufficient to finance foreseeable future business plans and refinance maturing debt.

CASH FLOW

Operating Activities

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2009				2008				%				2009				2008				%
($000’s Cdn)
Funds flow from operations			356,046				310,984				14.5				1,002,521				901,619				11.2
Net decrease (increase) in non-cash working capital balances related to operations			(27,955	)			(2,763	)			>100				28,166				(6,489	)			>100
			328,091				308,221				6.4				1,030,687				895,130				15.1

Funds flow from operations increased over comparative periods primarily due to growth in service operating income before amortization. The net change in non-cash working capital balances over the comparative periods is due to timing of payment of accounts payable and accrued liabilities.

Investing Activities

		Three months ended May 31,												Nine months ended May 31,
		2009				2008				Decrease				2009				2008				Increase
($000’s Cdn)
Cash flow used in investing activities			(201,292	)			(216,852	)			15,560				(788,927	)			(515,199	)			(273,728	)

The cash used in investing activities decreased over the comparable quarter due to lower cash outlays for capital expenditures. On a year-to-date basis, the cash used in investing activities was up primarily due to the final cash outlay in respect of deposits for the wireless spectrum licenses, the acquisition of the Campbell River cable system and higher cash outlays for capital expenditures partially offset by increased proceeds on disposal of property, plant and equipment. In addition, the current nine month period benefitted from proceeds on cancellation of certain US dollar forward purchase contracts while the prior year benefitted from a customs duty recovery on equipment costs.

Shaw Communications Inc.

Financing Activities

The changes in financing activities during the comparative periods were as follows:

		Three months ended May 31,								Nine months ended May 31,
		2009				2008				2009				2008
(In $millions Cdn)
Bank loans and bank indebtedness — net borrowings (repayments)			(128.9	)			(18.5	)			(99.2	)			89.2
Net proceeds on issuance of Cdn $600 million 6.50% Senior notes			593.6				—				593.6				—
Redemption of Videon CableSystems Inc. 8.15% Senior Debentures			(130.0	)			—				(130.0	)			—
Repayment of senior unsecured notes			—				—				—				(296.8	)
Redemption of Cdn 8.54% Series B COPrS			—				—				—				(100.0	)
Dividends			(90.3	)			(77.6	)			(261.6	)			(226.5	)
Repayment of Partnership debt			(0.1	)			(0.1	)			(0.4	)			(0.3	)
Debt retirement costs			(9.2	)			—				(9.2	)			(4.3	)
Issue of Class B Non-Voting Shares			3.2				4.8				52.9				25.5
Purchase of Class B Non-Voting Shares for cancellation			—				—				(33.6	)			(32.0	)
Proceeds on cancellation of bond forward contract			—				—				10.8				—
			238.3				(91.4	)			123.3				(545.2	)

SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION

						Service operating								Basic and				Funds flow
		Service				income before								diluted earnings				from
		revenue				amortization(1)				Net income				per share				operations(2)
($000’s Cdn except per share amounts)
2009
Third			861,382				395,270				131,945				0.31				356,046
Second			839,144				381,355				156,229				0.36				334,508
First			817,468				367,797				123,077				0.29				311,967
2008
Fourth			805,700				369,527				132,378				0.31				321,276
Third			792,149				356,089				128,113				0.30				310,984
Second			763,182				349,711				298,848				0.69				304,293
First			743,828				332,909				112,223				0.26				286,342
2007
Fourth			715,471				326,052				135,932				0.31				272,545

(1)

See definition and discussion under Key Performance Drivers in Management’s Discussion and Analysis.

(2)

Funds flow from operations is presented before changes in net non-cash working capital balances related to operations as presented in the unaudited interim Consolidated Statements of Cash Flows.

Generally, service revenue and service operating income before amortization have grown quarter-over-quarter mainly due to customer growth and rate increases. Net income has fluctuated quarter-over-quarter primarily as a result of the growth in service operating income before amortization described above, the impact of the net change in non-operating items such as

Shaw Communications Inc.

other gains and debt retirement costs and the impact of corporate income tax rate reductions. Net income declined by $23.7 million in the first quarter of 2008, by $170.7 million in the third quarter of 2008 and by $24.3 million in the third quarter of 2009 due to income tax recoveries primarily related to reductions in corporate income tax rates which contributed $35.5 million, $188.0 and $22.6 million to net income in the fourth quarter of 2007 and second quarters of 2008 and 2009, respectively. The decline related to income taxes in the first quarter of 2008 was partially offset by a net customs duty recovery of $22.3 million in respect of satellite receiver importations in prior years. The decline in net income in the first quarter of 2009 of $9.3 million is mainly due to an increase in amortization expense. As a result of the aforementioned changes in net income, basic and diluted earnings per share have trended accordingly.

ACCOUNTING STANDARDS

Update to critical accounting policies and estimates

The Management’s Discussion and Analysis (“MD&A”) included in the Company’s August 31, 2008 Annual Report outlined critical accounting policies including key estimates and assumptions that management has made under these policies and how they affect the amounts reported in the Consolidated Financial Statements. The MD&A also describes significant accounting policies where alternatives exist. Also described therein were several new accounting policies that the Company was required to adopt in fiscal 2009 as a result of changes in Canadian accounting pronouncements. The unaudited interim Consolidated Financial Statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements other than as set out below.

Inventories

Effective September 1, 2008, the Company adopted CICA Handbook Section 3031, “Inventories”, which provides more guidance on measurement and disclosure requirements. The application of this standard had no impact on the Company’s consolidated financial statements.

Capital disclosures

Effective September 1, 2008, the Company adopted CICA Handbook Section 1535 “Capital Disclosures”. This standard requires the Company to disclose information that enables financial statement users to evaluate the Company’s objectives, policies and processes for managing capital.

Financial instruments

Effective September 1, 2008, the Company adopted CICA Handbook Section 3862 “Financial Instruments — Disclosures” and Section 3863 “Financial Instruments — Presentation”. These standards require disclosure that enables financial statement users to evaluate and understand the significance of financial instruments for the Company’s financial position and performance, and the nature and extent of risks arising from financial instruments to which the Company is exposed during the period and at the balance sheet date, and how the Company manages those risks.

Shaw Communications Inc.

In January 2009, the CICA issued EIC-173 “Credit risk and the fair value of financial assets and liabilities”, which requires the Company take into account its own credit risk and the credit risk of the counterparty in determining the fair value of financial assets and liabilities, including derivative instruments. The adoption of EIC-173 during the second quarter had no impact on the Company’s consolidated financial statements as credit adjusted fair values had already been used.

Recent accounting pronouncements:

International Financial Reporting Standards (IFRS)

In February 2008, the CICA Accounting Standards Board (AScB) confirmed that Canadian publicly accountable enterprises will be required to adopt International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), for fiscal periods beginning on or after January 1, 2011. These standards would require the Company to begin reporting under IFRS in the first quarter of fiscal 2012 with comparative data for the prior year. The Company is assessing the potential impacts of transition to IFRS and developing its plan accordingly.

2009 GUIDANCE

The Company’s preliminary view with respect to 2009 guidance was provided coincident with the release of its fourth quarter 2008 results on October 23, 2008. It called for service operating income before amortization in the Cable division to increase approximately 10%, modest growth in the Satellite division, and free cash flow of at least $500 million. There are no revisions to the guidance at this time.

Certain important assumptions for 2009 guidance purposes include: customer growth continuing generally in line with historical trends; stable pricing environment for Shaw’s products relative to today’s rates; no significant market disruption or other significant changes in competition or regulation that would have a material impact; cash income taxes to be paid or payable in 2009; and a stable regulatory fee and rate environment, with CRTC Part II fees payable. While the Company does anticipate weakening economic conditions in Western Canada, it does not see any material changes to its business at this time.

See the section below entitled “Caution Concerning Forward-Looking Statements”.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included and incorporated by reference herein may constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used, the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “target”, “guideline”, “goal”, and similar expressions generally identify forward-looking statements. These forward-looking statements include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), financial guidance for future performance, business strategies and measures to implement strategies, competitive strengths,

Shaw Communications Inc.

goals, expansion and growth of Shaw’s business and operations, plans and references to the future success of Shaw. These forward-looking statements are based on certain assumptions, some of which are noted above, and analyses made by Shaw in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances as of the current date. These assumptions include but are not limited to general economic and industry growth rates, currency exchange rates, technology deployment, content and equipment costs, and industry structure and stability.

Whether actual results and developments will conform with expectations and predictions of the Company is subject to a number of factors including, but not limited to, general economic, market or business conditions; the opportunities that may be available to Shaw; Shaw’s ability to execute its strategic plans; changes in the competitive environment in the markets in which Shaw operates and from the development of new markets for emerging technologies; changes in laws, regulations and decisions by regulators that affect Shaw or the markets in which it operates in both Canada and the United States; Shaw’s status as a holding company with separate operating subsidiaries; changing conditions in the entertainment, information and communications industries; risks associated with the economic, political and regulatory policies of local governments and laws and policies of Canada and the United States; and other factors, many of which are beyond the control of Shaw. The foregoing is not an exhaustive list of all possible factors. Should one or more of these risks materialize or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those as described herein. Consequently, all of the forward-looking statements made in this report and the documents incorporated by reference herein are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Shaw will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.

You should not place undue reliance on any such forward-looking statements. The Company utilizes forward-looking statements in assessing its performance. Certain investors, analysts and others, utilize the Company’s financial guidance and other forward-looking information in order to assess the Company’s expected operational and financial performance and as an indicator of its ability to service debt and return cash to shareholders. The Company’s financial guidance may not be appropriate for other purposes.

Any forward-looking statement (and such risks, uncertainties and other factors) speaks only as of the date on which it was originally made and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this document to reflect any change in expectations with regard to those statements or any other change in events, conditions or circumstances on which any such statement is based, except as required by law. New factors affecting the Company emerge from time to time, and it is not possible for the Company to predict what factors will arise or when. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any particular factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Shaw Communications Inc.

CONSOLIDATED BALANCE SHEETS
(unaudited)

[thousands of Canadian dollars]	May 31, 2009					August 31, 2008
ASSETS
Current
Cash and cash equivalents			165,963				—
Short-term securities			199,084				—
Accounts receivable			200,480				188,145
Inventories			65,033				51,774
Prepaids and other			30,790				27,328
Future income taxes			22,265				137,220
			683,615				404,467
Investments and other assets			197,618				197,979
Property, plant and equipment			2,769,439				2,616,500
Deferred charges			272,732				274,666
Intangibles
Broadcast rights			4,816,153				4,776,078
Goodwill			88,111				88,111
			8,827,668				8,357,801
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Bank indebtedness [note 4]			—				44,201
Accounts payable and accrued liabilities			537,471				655,756
Income taxes payable			2,041				2,446
Unearned revenue			128,175				124,384
Current portion of long-term debt [note 4]			480,038				509
Derivative instruments			177,501				1,349
			1,325,226				828,645
Long-term debt [note 4]			2,666,044				2,706,534
Other long-term liability [note 9]			98,451				78,912
Derivative instruments			301,926				518,856
Deferred credits			674,365				687,836
Future income taxes			1,311,268				1,281,826
			6,377,280				6,102,609
Shareholders’ equity
Share capital [note 5]			2,109,398				2,063,431
Contributed surplus [note 5]			33,838				23,027
Retained earnings			351,069				226,408
Accumulated other comprehensive loss [note 7]			(43,917	)			(57,674	)
			2,450,388				2,255,192
			8,827,668				8,357,801

See accompanying notes

Shaw Communications Inc.

CONSOLIDATED STATEMENTS OF INCOME AND
RETAINED EARNINGS (DEFICIT)
(unaudited)

		Three months ended May 31,								Nine months ended May 31,
[thousands of Canadian dollars except per share amounts]		2009				2008				2009				2008
Service revenue [note 2]			861,382				792,149				2,517,994				2,299,159
Operating, general and administrative expenses			466,112				436,060				1,373,572				1,260,450
Service operating income before amortization [note 2]			395,270				356,089				1,144,422				1,038,709
Amortization:
Deferred IRU revenue			3,137				3,137				9,410				9,410
Deferred equipment revenue			33,341				32,463				100,319				93,567
Deferred equipment costs			(62,674	)			(57,210	)			(186,065	)			(169,549	)
Deferred charges			(256	)			(256	)			(768	)			(768	)
Property, plant and equipment			(120,387	)			(102,981	)			(347,971	)			(310,104	)
Operating income			248,431				231,242				719,347				661,265
Amortization of financing costs — long-term debt			(1,026	)			(882	)			(2,918	)			(2,745	)
Interest expense — debt [note 2]			(61,083	)			(56,798	)			(174,647	)			(174,025	)
			186,322				173,562				541,782				484,495
Debt retirement costs			(8,255	)			—				(8,255	)			(5,264	)
Other gains			9,822				233				18,816				25,751
Income before income taxes			187,889				173,795				552,343				504,982
Future income tax expense (recovery)			55,832				45,612				140,993				(34,208	)
Income before the following			132,057				128,183				411,350				539,190
Equity loss on investee			(112	)			(70	)			(99	)			(6	)
Net income			131,945				128,113				411,251				539,184
Retained earnings (deficit), beginning of period			309,384				172,403				226,408				(68,132	)
Adjustment for adoption of new accounting policy			—				—				—				1,754
Reduction on Class B Non-Voting Shares purchased for cancellation [note 5]			—				—				(25,017	)			(23,336	)
Dividends — Class A Shares and Class B Non-Voting Shares			(90,260	)			(77,568	)			(261,573	)			(226,522	)
Retained earnings, end of period			351,069				222,948				351,069				222,948
Earnings per share [note 6]
Basic			0.31				0.30				0.96				1.25
Diluted			0.31				0.30				0.95				1.24
[thousands of shares]
Weighted average participating shares outstanding during period			429,877				431,010				428,828				431,533
Participating shares outstanding, end of period			429,985				431,189				429,985				431,189

See accompanying notes

Shaw Communications Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(unaudited)

		Three months ended May 31,								Nine months ended May 31,
[thousands of Canadian dollars]		2009				2008				2009				2008
Net income			131,945				128,113				411,251				539,184
Other comprehensive income (loss) [note 7]
Change in unrealized fair value of derivatives designated as cash flow hedges			(167,756	)			(17,186	)			20,033				(94,896	)
Realized gains on cancellation of forward purchase contracts			—				—				9,314				—
Adjustment for hedged items recognized in the period			2,960				12,862				8,983				34,052
Reclassification of foreign exchange loss (gain) on hedging derivatives to income to offset foreign exchange adjustments on US denominated debt			149,610				(7,112	)			(24,603	)			52,266
Unrealized foreign exchange gain (loss) on translation of self- sustaining foreign operations			(83	)			4				30				(28	)
			(15,269	)			(11,432	)			13,757				(8,606	)
Comprehensive income			116,676				116,681				425,008				530,578
Accumulated other comprehensive income (loss), beginning of period			(28,648	)			(54,089	)			(57,674	)			312
Adjustment for adoption of new accounting policy			—				—				—				(57,227	)
Other comprehensive income			(15,269	)			(11,432	)			13,757				(8,606	)
Accumulated other comprehensive loss, end of period			(43,917	)			(65,521	)			(43,917	)			(65,521	)

See accompanying notes

Shaw Communications Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

		Three months ended May 31,								Nine months ended May 31,
[thousands of Canadian dollars]		2009				2008				2009				2008
OPERATING ACTIVITIES [note 8]
Funds flow from operations			356,046				310,984				1,002,521				901,619
Net decrease (increase) in non-cash working capital balances related to operations			(27,955	)			(2,763	)			28,166				(6,489	)
			328,091				308,221				1,030,687				895,130
INVESTING ACTIVITIES
Additions to property, plant and equipment [note 2]			(178,491	)			(192,965	)			(520,195	)			(453,763	)
Additions to equipment costs (net) [note 2]			(22,350	)			(29,981	)			(91,903	)			(87,464	)
Net customs duty recovery on equipment costs			—				—				—				22,267
Proceeds on cancellation of US forward purchase contracts			—				—				13,384				—
Net reduction (addition) to inventories			(708	)			6,060				(13,259	)			3,366
Deposits on wireless spectrum licenses			—				—				(152,465	)			—
Cable business acquisitions [note 3]			66				—				(46,300	)			—
Proceeds on disposal of property, plant and equipment [note 2]			191				34				21,811				395
			(201,292	)			(216,852	)			(788,927	)			(515,199	)
FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness			(13,827	)			1,561				(44,201	)			39,191
Increase in long-term debt			593,540				50,000				835,155				220,000
Long-term debt repayments			(245,128	)			(70,121	)			(426,993	)			(567,116	)
Proceeds on cancellation of bond forward contract			—				—				10,757				—
Debt retirement costs			(9,161	)			—				(9,161	)			(4,272	)
Issue of Class B Non-Voting Shares [note 5]			3,158				4,756				52,853				25,543
Purchase of Class B Non-Voting Shares for cancellation [note 5]			—				—				(33,574	)			(32,038	)
Dividends paid on Class A Shares and Class B Non-Voting Shares			(90,260	)			(77,568	)			(261,573	)			(226,522	)
			238,322				(91,372	)			123,263				(545,214	)
Effect of currency translation on cash balances and cash flows			(74	)			3				24				(27	)
Increase (decrease) in cash			365,047				—				365,047				(165,310	)
Cash, beginning of the period			—				—				—				165,310
Cash, end of the period			365,047				—				365,047				—