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

Shaw Communications Inc.

(Translation of registrant’s name into English)

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 27, 2008
          Shaw Communications Inc.

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

NEWS RELEASE

Shaw announces continued strong third quarter results

Calgary, Alberta (June 27, 2008) – Shaw Communications Inc. today announced results for the third quarter ended May 31, 2008. Consolidated service revenue for the three and nine month periods of $792 million and $2.30 billion, respectively, improved 13% and 12% over the same periods last year. Total service operating income before amortization¹ of $356 million and $1.04 billion was up 15% and 14%, respectively, over the comparable periods. Funds flow from operations² increased to $311 million and $902 million for the quarter and year-to-date, respectively, compared to $259 million and $756 million in the same periods last year.

Jim Shaw, Chief Executive Officer, commented “Success in executing on all elements of our strategy drives our exceptional continued growth. The variety, strength, and value of our products, high quality customer service, and effective operational and financial management by Shaw’s strong leadership team continues to produce solid results for our shareholders.”

During the quarter Digital Phone lines grew by 57,700 to 549,932. Digital and Internet customers increased by 32,658 to 883,300 and 23,185 to 1,541,177, respectively, and Basic cable subscribers were up by 2,495 to 2,243,998. DTH customers increased 4,686 to 890,792.

“We are pleased with the growth in all of our products, and particularly Digital Phone. In just over three years since the launch of this product, penetration of Digital Phone lines now stands at 28% of Basic customers who have the service available to them. Our Digital Phone footprint continues to grow and the service is available to over 90% of homes passed. We also recently expanded the product offering and now have three levels of service to appeal to an even larger customer base”, said Mr. Shaw.

Free cash flow¹ for the quarter was $81 million bringing the year-to-date amount to $309 million. This compares to $104 million and $280 million for the same periods last year. The quarterly decline was due to increased capital investment in the current quarter mainly due to a purchase of land and buildings to support growth. The improvement in free cash flow on a year-to-date basis was achieved through higher service operating income before amortization and after increased capital investment.

Net income of $128 million or $0.30 per share for the quarter ended May 31, 2008 compared to $92 million or $0.21 per share for the same quarter last year. Net income for the first nine months of the year was $539 million or $1.25 per share compared to $253 million and $0.58 per share last year. 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 $199 million primarily related to reductions in enacted income tax rates. Excluding the non-operating items, net income for the current three and nine month periods would have been $117 million and $327 million compared to $86 million and $246 million in the same periods last year.

Service revenue in the Cable division was up 15% and 14% for the three and nine month periods to $608 million and $1.76 billion. The improvement was primarily driven by customer growth and rate increases. Service operating income before amortization improved 19% to $294 million for the quarter and was up almost 17% on a year-to-date basis to $851 million.

Service revenue in the Satellite division was $184 million and $544 million for the three and nine month periods, up 5% over the comparable periods last year. The improvement was primarily due to rate increases and customer growth. Service operating income before amortization for the three month period was $62 million compared to $64 million last year. The year-to-date service operating income before amortization was up 2% to $188 million.

Mr. Shaw stated, “In accordance with the rules of the AWS spectrum auction, which is still ongoing, we are not able to comment on wireless at this time.”

In closing, Mr. Shaw summarized: “We remain on track to achieve our free cash flow guidance of approximately $450 million. During the fourth quarter we will continue to grow the business through the dedicated efforts of our employees who serve the interests of our shareholders and customers on a daily basis with pride and passion.”

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 over 3.3 million customers, including 1.5 million Internet and 500,000 residential Digital Phone customers, through a reliable and extensive network, which comprises over 600,000 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, 2008

June 26, 2008

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, 2007 Annual Report and the Consolidated Financial Statements and the Notes thereto and the unaudited interim Consolidated Financial Statements and the Notes thereto of the current quarter.

Applicable share and per share amounts for the comparative periods have been retroactively adjusted to reflect the two-for-one split of the Company’s Class A Shares and Class B Non-Voting Shares that was effective on July 30, 2007.

CONSOLIDATED RESULTS OF OPERATIONS
THIRD QUARTER ENDING MAY 31, 2008
Selected Financial Highlights

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2008				2007				%				2008				2007				%
($000’s Cdn except per share amounts)
Operations:
Service revenue			792,149				702,238				12.8				2,299,159				2,058,974				11.7
Service operating income before amortization (1)			356,089				310,748				14.6				1,038,709				913,573				13.7
Funds flow from operations (2)			310,984				259,470				19.9				901,619				755,818				19.3
Net income			128,113				91,658				39.8				539,184				252,547				113.5
Per share data:
Earnings per share – basic		$	0.30			$	0.21							$	1.25			$	0.58
– diluted		$	0.30			$	0.21							$	1.24			$	0.58
Weighted average participating shares outstanding during period (000’s)			431,010				434,036								431,533				432,030

Subscriber Highlights

						Growth
		Total				Three months ended May 31,								Nine months ended May 31,
		May 31, 2008				2008				2007				2008				2007
Subscriber statistics:
Basic cable customers			2,243,998				2,495				3,289				17,157				22,578
Digital customers			883,300				32,658				20,875				120,160				74,847
Internet customers (including pending installs)			1,541,177				23,185				27,873				89,421				104,444
DTH customers			890,792				4,686				5,337				11,207				8,691
Digital phone lines (including pending installs)			549,932				57,700				51,128				164,575				131,046

Shaw Communications Inc.

Additional Highlights

•

Consolidated service revenue of $792.1 million and $2.30 billion for the three and nine month periods, respectively, improved 12.8% and 11.7% over the comparable periods last year. Total service operating income before amortization of $356.1 million and $1.04 billion increased by 14.6% and 13.7% respectively over the same periods.

•

Customer growth continued across all business lines in the third quarter. Digital Phone lines grew by 57,700 to 549,932. Digital and Internet customers increased by 32,658 to 883,300 and 23,185 to 1,541,177, respectively, and Basic cable subscribers were up by 2,495 to 2,243,998. DTH customers increased 4,686 to 890,792.

•

Internet and Digital penetration of Basic cable subscribers currently stands at 68.7% and 39.4%, respectively, up from 65.2% and 34.3% at August 31, 2007. Digital Phone penetration of Basic customers who have the service available to them is 27.8% compared to 22.0% at August 31, 2007.

•

Consolidated free cash flow1 of $81.2 million and $309.3 million for the three and nine month periods, respectively, compares to $103.6 million and $280.1 million in the same periods last year.

Consolidated Overview

Consolidated service revenue of $792.1 million and $2.30 billion for the quarter and year-to-date periods, respectively, improved by 12.8% and 11.7% 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 and nine month periods improved 14.6% and 13.7%, respectively, over the comparable periods to $356.1 million and $1.04 billion. The increase was driven by the revenue improvements partially offset by higher employee and other costs related to growth. The current quarter also includes a charge of approximately $16.0 million for CRTC Part II fees covering the period October 2007 to May 2008 as a result of the decision recently issued by the Federal Court of Appeal ruling, in the CRTC’s favor, that the fees are a valid charge under the Regulations. The Company has recorded Part II fees in the current quarter that cover the period noted and will continue to record the fees on a prospective basis.

Net income was $128.1 million and $539.2 million for the quarter and year-to-date periods, respectively, compared to $91.7 million and $252.5 million for the same periods last year. Non-operating items affected net income in all periods. Each of the current periods benefitted from tax recoveries. The current quarter includes a tax recovery of $11.1 million related to the resolution of certain income tax matters, while the year-to-date recovery of approximately $199.1 million is primarily related to reductions in enacted income tax rates. Outlined below are further details on these and other operating and non-operating components of net income for each quarter.

Shaw Communications Inc.

		Nine months ended												Nine months ended
						Operating net				Non-								Operating net				Non-
($000’s Cdn)		May 31, 2008				of interest				operating				May 31, 2007				of interest				operating
Operating income			661,265												561,031
Amortization of financing costs — long-term debt			(2,745	)											—
Interest expense — debt			(174,025	)											(184,656	)
Operating income after interest			484,495				484,495				—				376,375				376,375				—
Gain on sale of investment			—				—				—				415								415
Debt retirement costs			(5,264	)			—				(5,264	)			—				—				—
Other gains			25,751				—				25,751				8,525				—				8,525
Income before income taxes			504,982				484,495				20,487				385,315				376,375				8,940
Income tax expense (recovery)			(34,208	)			157,959				(192,167	)			132,874				130,189				2,685
Income before the following			539,190				326,536				212,654				252,441				246,186				6,255
Equity income (loss) on investee			(6	)			—				(6	)			106				—				106
Net income			539,184				326,536				212,648				252,547				246,186				6,361

		Three months ended												Three months ended
						Operating net				Non-								Operating net				Non-
($000’s Cdn)		May 31, 2008				of interest				operating				May 31, 2007				of interest				operating
Operating income			231,242												193,526
Amortization of financing costs — long-term debt			(882	)
Interest expense — debt			(56,798	)											(61,218	)
Operating income after interest			173,562				173,562				—				132,308				132,308				—
Other gains			233				—				233				7,963				—				7,963
Income before income taxes			173,795				173,562				233				140,271				132,308				7,963
Income tax expense (recovery)			45,612				56,636				(11,024	)			48,518				46,069				2,449
Income before the following			128,183				116,926				11,257				91,753				86,239				5,514
Equity loss on investee			(70	)			—				(70	)			(95	)			—				(95	)
Net income			128,113				116,926				11,187				91,658				86,239				5,419

Shaw Communications Inc.

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

		Increase (decrease) of May 31, 2008
		net income compared to:
		Three months ended								Nine months ended
		February 29, 2008				May 31, 2007				May 31, 2007
(000’s Cdn)
Increased service operating income before amortization			6,378				45,341				125,136
Decreased (increased) amortization			724				(8,507	)			(27,647	)
Decreased interest expense			713				4,420				10,631
Change in net other costs and revenue (1)			3,464				(7,705	)			11,435
Decreased (increased) income taxes			(182,014	)			2,906				167,082
			(170,735	)			36,455				286,637

Basic earnings per share for the current three and nine month periods were $0.30 and $1.25, respectively, which represents a $0.09 and $0.67 improvement over the same periods last year. Each of the current three and nine month periods benefitted from improved service operating income before amortization of $45.3 million and $125.1 million, respectively, as well as reduced interest costs of $4.4 million and $10.6 million, in the respective periods. Both periods also included future tax recoveries of $11.1 million and $199.1 million, respectively, partially offset by higher income taxes on the increased service operating income before amortization. The current nine month period also benefitted from improved net other costs and revenue due to a $22.3 million net duty recovery related to satellite receiver importations reflected in the first quarter. These improvements to net income were partially offset by increased amortization in each of the current periods of $8.5 million and $27.6 million, respectively, while the comparable quarter last year reflected improved net other costs and revenue primarily related to a gain reported on the sale of certain corporate assets.

Net income in the current quarter declined $170.7 million from the second quarter of fiscal 2008 primarily due to the income tax recovery of $188.0 million reflected in the prior quarter related to reductions in corporate income tax rates partially offset by a tax recovery in the current quarter of $11.1 million.

Funds flow from operations was $311.0 million in the third quarter compared to $259.5 million in the comparable quarter, and on a year-to-date basis was $901.6 million compared to $755.8 million last year. The improvement over the comparative periods was principally due to increased service operating income before amortization and reduced interest expense.

Consolidated free cash flow for the quarter and year-to-date periods of $81.2 million and $309.3 million, respectively, compare to $103.6 million and $280.1 million in the same periods last year. The quarterly decline was due to increased capital investment in the current quarter mainly due to facilities expansion. The growth in free cash flow on a year-to-date basis was principally due to improved service operating income before amortization of $125.1 million partially offset by increased capital investment of $106.5 million. The Cable division generated $44.4 million of free cash flow for the quarter compared to $68.3 million in the comparable period. The Satellite division achieved free cash flow of $36.7 million for the quarter compared to free cash flow of $35.4 million in the same period last year.

Shaw Communications Inc.

In November, 2007 Shaw received approval from 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’s normal course issuer bid will expire on November 18, 2008 and Shaw is authorized to repurchase up to 35,600,000 Class B Non-Voting Shares. In the nine months ended May 31, 2008 the Company has repurchased 1,722,800 Class B Non-Voting Shares for $32.0 million.

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 equipment costs (net). Consolidated free cash flow is calculated as follows:

		Three months ended May 31,								Nine months ended May 31,
		2008				2007				2008				2007
($000’s Cdn)
Cable free cash flow (1)			44,411				68,255				202,813				183,315
Combined satellite free cash flow (1)			36,749				35,381				106,534				96,808
Consolidated			81,160				103,636				309,347				280,123

Shaw Communications Inc.

CABLE
FINANCIAL HIGHLIGHTS

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2008				2007				%				2008				2007				%
($000’s Cdn)
Service revenue (third party)			607,849				526,870				15.4				1,755,176				1,540,481				13.9
Service operating income before amortization (1)			294,341				247,177				19.1				851,108				729,110				16.7
Less:
Interest expense			49,231				51,151				(3.8	)			149,943				154,006				(2.6	)
Cash flow before the following:			245,110				196,026				25.0				701,165				575,104				21.9
Capital expenditures and equipment costs (net):
New housing development			21,478				21,786				(1.4	)			70,761				66,911				5.8
Success based			29,102				21,559				35.0				72,550				59,475				22.0
Upgrades and enhancement			64,181				51,546				24.5				204,044				189,745				7.5
Replacement			15,038				11,490				30.9				44,388				29,979				48.1
Buildings/other			70,900				21,390				231.5				106,609				45,679				133.4
Total as per Note 2 to the unaudited interim Consolidated Financial Statements			200,699				127,771				57.1				498,352				391,789				27.2
Free cash flow (1)			44,411				68,255				(34.9	)			202,813				183,315				10.6
Operating margin			48.4	%			46.9	%			1.5				48.5	%			47.3	%			1.2

Operating Highlights

•

The Digital Phone footprint grew in the quarter with launches in Prince Albert and Swift Current, both in Saskatchewan; Banff, Alberta; as well as continued expansion on Vancouver Island, British Columbia. The service is now available to over 90% of homes passed.

•

Digital Phone lines were up 57,700 increasing to 549,932. In just over three years since the launch of this product, Digital Phone line penetration stands at 28% of Basic customers who have the service available to them. Basic cable subscribers increased during the quarter by 2,495 to 2,243,998, and Digital customers grew by 32,658 to 883,300.

•

During the quarter Shaw added 23,185 Internet customers to total 1,541,177 as at May 31, 2008. Internet penetration of Basic now stands at 68.7% up from 65.2% at August 31, 2007.

Cable service revenue for the three and nine month periods of $607.8 million and $1.76 billion, respectively, improved 15.4% and 13.9% over the same periods last year. Customer growth and rate increases accounted for the increase. During the current quarter rate increases were implemented on most stand-alone cable services, packages and specialty channels. The increases, which were partially implemented in April, are expected to generate additional revenues of approximately $6.5 million per month. Service operating income before amortization of $294.3 million and $851.1 million, respectively, was up 19.1% and 16.7% over the comparable three and nine month periods. The increases were driven by revenue related growth and continued Digital Phone margin improvement. These were partially offset by higher employee related costs and other expenses related to business growth, including equipment maintenance and support. The current quarter also included a charge for CRTC Part II fees covering the period October

Shaw Communications Inc.

2007 to May 2008 as a result of the recent Federal Court of Appeal decision in the CRTC’s favor.

Service revenue was up 4.5% or $26.0 million over the second quarter of fiscal 2008 primarily due to customer growth and rate increases. Service operating income before amortization improved 3.6% or $10.3 million over this same period primarily due to the revenue related growth partially offset by the charge for CRTC Part II fees covering the period October 2007 to May 2008.

Total capital investment of $200.7 million and $498.4 million for the quarter and year-to-date respectively, increased $72.9 million and $106.6 million over the same periods last year.

Investment in Buildings and Other was up $49.5 million and $60.9 million for the quarter and year-to-date, respectively, over the same periods last year. The increase was primarily due to investments in various facilities projects to support growth including a purchase of land and buildings in the current quarter, while the year-to-date period also includes new facilities construction, and building renovations.

The Replacement and Upgrades and enhancement categories combined were up $16.2 million and $28.7 million for the three and nine month periods, respectively, over the same periods last year. These increased investments continue to expand plant capacity to support customer growth and demand.

Success-based capital increased over the comparable three and nine month periods by $7.5 million and $13.1 million, respectively. Digital and Internet success-based capital was up in both periods as a result of reduced pricing on modems and certain digital equipment as well as increased sales volume of digital equipment. Digital Phone success-based capital also increased in the current quarter mainly due to customer growth.

During the quarter the Company launched Shaw Digital Phone Basic to capture the market segment with limited requirements for phone features and long distance. Shaw now offers three Digital Phone products appealing to a larger customer base.

In the third quarter the Company expanded the HD channel line-up to include TLC and Encore Avenue and also added three additional PPV channels for PPV movies, sports and events in HD. Digital customer penetration of Basic customers is now 39.4% compared to 34.3% at August 31, 2007. Shaw has over 880,000 Digital customers including 300,000 with HD capabilities.

Shaw Communications Inc.

Subscriber Statistics

										May 31, 2008
										Three months ended								Nine months ended
														Change								Change
		May 31, 2008				August 31, 2007				Growth				%				Growth				%
CABLE:
Basic service:
Actual			2,243,998				2,226,841				2,495				0.1				17,157				0.8
Penetration as % of homes passed			64.0	%			64.6	%
Digital terminals			1,179,446				1,016,564				40,081				3.5				162,882				16.0
Digital customers			883,300				763,140				32,658				3.8				120,160				15.7
INTERNET:
Connected and scheduled			1,541,177				1,451,756				23,185				1.5				89,421				6.2
Penetration as % of basic			68.7	%			65.2	%
Standalone Internet not included in basic cable			210,745				182,569				4,631				2.2				28,176				15.4
DIGITAL PHONE:
Number of lines(1)			549,932				385,357				57,700				11.7				164,575				42.7

SATELLITE (DTH and Satellite Services)
Financial Highlights

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2008				2007				%				2008				2007				%
($000’s Cdn)
Service revenue (third party)
DTH (Star Choice)			161,619				153,200				5.5				477,182				453,685				5.2
Satellite Services			22,681				22,168				2.3				66,801				64,808				3.1
			184,300				175,368				5.1				543,983				518,493				4.9
Service operating income before amortization (1)
DTH (Star Choice)			49,531				51,095				(3.1	)			151,003				148,356				1.8
Satellite Services			12,217				12,476				(2.1	)			36,598				36,107				1.4
			61,748				63,571				(2.9	)			187,601				184,463				1.7
Less:
Interest expense (2)			7,220				9,714				(25.7	)			23,037				29,584				(22.1	)
Cash flow before the following:			54,528				53,857				1.2				164,564				154,879				6.3
Capital expenditures and equipment costs (net):
Success based (3)			16,134				16,476				(2.1	)			53,988				48,837				10.5
Transponders and other			1,645				2,000				(17.8	)			4,042				9,234				(56.2	)
Total as per Note 2 to the unaudited interim Consolidated Financial Statements			17,779				18,476				(3.8	)			58,030				58,071				(0.1	)
Free cash flow (1)			36,749				35,381				3.9				106,534				96,808				10.0
Operating Margin			33.5	%			36.3	%			(2.8	)			34.5	%			35.6	%			(1.1	)

Shaw Communications Inc.

Operating Highlights

	•		Free cash flow of $36.7 million for the quarter compares to $35.4 million in the same period last year.
	•		During the quarter Star Choice added 4,686 customers and as at May 31, 2008 customers now total 890,792.

Service revenue for the three and nine month periods of $184.3 million and $544.0 million, respectively, improved 5.1% and 4.9% over the same periods last year. The improvement was primarily due to rate increases and customer growth. Service operating income before amortization of $61.7 million and $187.6 million for the quarter and year-to-date periods, respectively, compares to $63.6 million and $184.5 million in the same periods last year. The revenue related growth in the current quarter was offset by a charge for CRTC Part II fees covering the period October 2007 to May 2008 and higher employee related and other costs to support continued growth. The increase on a year-to-date basis was mainly due to the revenue related improvement partially offset by higher employee related and other costs to support growth. The comparative nine month period also benefitted from the recovery of provisions related to certain contractual matters.

Service revenue increased 1.6% over the second quarter of fiscal 2008 primarily due to customer growth and rate increases implemented in January. Service operating income before amortization of $61.7 million compares to $65.7 million in the second quarter. The decline is due to the revenue related growth more than offset by the charge for CRTC Part II fees covering the period October 2007 to May 2008.

Total capital investment of $17.8 million and $58.0 million for the quarter and year-to-date respectively, compare to $18.5 million and $58.1 million for the same periods last year. Year-to-date success based capital increased $5.1 million over the comparable period last year, while spending in Transponders and other declined $5.2 million for the nine month period.

Success-based capital was up in the current nine month period primarily due to increased activations and certain equipment promotions the total of which was partially offset by a duty recovery received in the first quarter.

The year-to-date decline in Transponders and other was primarily due to investments made in the comparable period to upgrade certain Satellite Service technology and office equipment to support call centre expansions.

During the quarter Star Choice added additional HD channels including TLC HD and Encore Avenue HD and now carries a total of 38 HD channels that are available to over 220,000 HD capable customers.

Shaw Communications Inc.

Subscriber Statistics

										May 31, 2008
										Three months ended								Nine months ended
														Change								Change
		May 31, 2008				August 31, 2007				Growth				%				Growth				%
Star Choice customers (1)			890,792				879,585				4,686				0.5				11,207				1.3

OTHER INCOME AND EXPENSE ITEMS:

Amortization

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2008				2007				%				2008				2007				%
($000’s Cdn)
Amortization revenue (expense) -
Deferred IRU revenue			3,137				3,137				—				9,410				9,410				—
Deferred equipment revenue			32,463				27,600				17.6				93,567				76,589				22.2
Deferred equipment costs			(57,210	)			(51,454	)			11.2				(169,549	)			(150,590	)			12.6
Deferred charges			(256	)			(1,365	)			(81.2	)			(768	)			(3,838	)			(80.0	)
Property, plant and equipment			(102,981	)			(95,140	)			8.2				(310,104	)			(284,113	)			9.1

The increase in amortization of deferred equipment revenue and deferred equipment costs over the comparative periods is primarily due to continued growth in higher priced HD digital equipment as well as the price increases implemented by Shaw on this equipment in the latter part of 2006.

Amortization of deferred charges decreased as a result of the adoption of CICA Handbook Section 3855, “Financial Instruments – Recognition and Measurement”. The Company previously recorded debt issuance costs as deferred charges and amortized them on a straight-line basis over the term of the related debt. Under the new standard, transaction and financing costs associated with issuance of debt securities are now netted against the related debt instrument and amortized into income using the effective interest rate method. The Company records the amortization of such transaction costs as amortization of financing costs as shown below.

Amortization of property, plant and equipment increased over the comparable periods as the amortization of capital expenditures incurred in fiscal 2007 and 2008 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
		2008				2007				%				2008				2007				%
($000’s Cdn)
Amortization of financing costs – long-term debt			882				—				—				2,745				—				—
Interest expense — debt			56,798				61,218				(7.2	)			174,025				184,656				(5.8	)

Amortization of financing costs on long-term debt arises on the adoption of the aforementioned accounting standard for financial instruments.

Interest expense decreased over the comparative periods as a result of lower average debt levels and a lower average cost of borrowing.

Debt retirement costs

On January 30, 2008, the Company redeemed its Cdn $100 million 8.54% COPrS. In connection with the early redemption, the Company incurred costs of $4,272 and wrote-off the remaining deferred financing charges of $992.

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 the first quarter of the current year, other gains also includes a net customs duty recovery of $22.3 million related to satellite receiver importations in prior years.

Future income taxes

Future income taxes decreased over the comparative periods primarily due to the impact of income tax recoveries partially offset by increased taxes on higher pre-tax income. In the second quarter of the current year, the Company recorded a future tax recovery of $188.0 million in respect of reductions in corporate income tax rates.

RISKS AND UNCERTAINTIES

There have been no material changes in any risks or uncertainties facing the Company since August 31, 2007. A discussion of risks affecting the Company and its business is set forth in the Company’s August 31, 2007 Annual Report under the Introduction to the Business – Known Events, Trends, Risks and Uncertainties in Management’s Discussion and Analysis.

Shaw Communications Inc.

FINANCIAL POSITION

Total assets at May 31, 2008 were $8.1 billion compared to $8.2 billion at August 31, 2007. Following is a discussion of significant changes in the consolidated balance sheet since August 31, 2007.

Current assets declined $211.3 million due to decreases in cash and cash equivalents of $165.3 million and future income taxes of $65.0 million which were partially offset by an increase in accounts receivable of $20.9 million. Cash and cash equivalents decreased as short-term deposits were used towards the repayment of the 7.4% senior unsecured notes at maturity and future income taxes declined due to the use of non-capital loss carryforwards. Accounts receivable increased primarily due to subscriber growth and rate increases.

Property, plant and equipment increased $161.1 million as current year capital expenditures exceeded amortization.

Deferred charges decreased $7.4 million primarily due to a reduction of $30.7 million upon adoption of a new accounting standard for financial instruments partially offset by an increase in deferred equipment costs of $22.8 million. Under the new accounting standard, transaction and financing costs associated with issuance of debt securities are now netted against the related debt instrument. Previously, such costs were recorded as deferred charges.

Current liabilities (excluding current portion of long-term debt and derivative instruments) increased $76.2 million due to increases in bank indebtedness of $39.2 million, accounts payable of $29.7 million and unearned revenue of $7.4 million. Accounts payable increased due to the liability for current year CRTC Part II fees arising from the recent Federal Court of Appeal decision, short-term financing for certain capital expenditures, and increased network fees associated with subscriber growth, new services and network rate increases. Unearned revenue increased due to customer growth and rate increases.

Total long-term debt decreased $433.9 million as a result of the repayment of the $296.8 million senior unsecured notes at maturity, redemption of the $100.0 million 8.54% Series B COPrS, a decrease of $61.0 million relating to the translation of hedged US denominated debt and a decrease of $25.8 million in respect of the adoption of the aforementioned accounting standard for financial instruments, all of which were partially offset by a net increase in bank borrowings of $50.0 million.

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

Derivative instruments (including current portion) of $596.8 million arise on adoption of a new accounting standard for financial instruments which requires all derivative instruments be recorded at fair value in the balance sheet. This resulted in an increase of $526.7 million of which, $456.1 million was a reclassification from deferred credits in respect of cross-currency interest rate swaps and is the difference between the value of US denominated debt translated at the August 31, 2007 period end exchange rate and hedge rates. The remaining $70.6 million, net of tax, was charged to opening accumulated other comprehensive income. During the nine months ended May 31, 2008, an additional $70.1 million was recorded, of which $61.0 million

Shaw Communications Inc.

was in respect of the foreign exchange loss on the notional amounts of the derivatives relating to hedges on long-term debt.

Deferred credits decreased by $455.5 million primarily due to a $459.7 million decrease on adoption of the aforementioned accounting standard for financial instruments and amortization of deferred IRU rental revenue of $9.4 million, both of which were partially offset by an increase in deferred equipment revenue of $13.3 million. Future income taxes decreased by $112.3 million due to the income tax recoveries primarily related to reductions in corporate income tax rates partially offset by the future income tax expense recorded in the current year.

Share capital increased by $18.7 million primarily due to the issuance of 1,577,629 Class B Non-Voting Shares under the Company’s option plans for $25.5 million and the repurchase of 1,722,800 Class B Non-Voting Shares for $32.0 million of which $8.7 million reduced stated share capital and $23.3 million was charged to the deficit. As of June 15, 2008, share capital is as reported at May 31, 2008 with the exception of the issuance of 59,700 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.

LIQUIDITY AND CAPITAL RESOURCES

In the current year, the Company generated $309.3 million of consolidated free cash flow. Shaw used its free cash flow along with cash and cash equivalents of $165.3 million, proceeds on issuance of Class B Non-Voting Shares of $25.5 million, the net increase in debt and bank indebtedness of $89.2 million, refunds received on a net customs duty recovery of $22.3 million, net change in working capital cash requirements related to capital expenditures of $17.8 million, and other net items of $25.9 million to redeem the $100.0 million 8.54% COPrS, repay the $296.8 million 7.4% senior unsecured notes at maturity, purchase $32.0 million of Class B Non-Voting Shares for cancellation and pay common share dividends of $226.5 million.

On November 15, 2007, 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 35,600,000 Class B Non-Voting Shares, representing approximately 10% of the public float of Class B Non-Voting Shares, during the period November 19, 2007 to November 18, 2008. In the second quarter, the Company repurchased 1,722,800 Class B Non-Voting Shares for $32.0 million.

At May 31, 2008, Shaw had access to $559.6 million of available credit facilities. Based on 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.

Shaw Communications Inc.

CASH FLOW

Operating Activities

		Three months ended May 31,												Nine months ended May 31,
										Change												Change
		2008				2007				%				2008				2007				%
($000’s Cdn)
Funds flow from operations			310,984				259,470				19.9				901,619				755,818				19.3
Net decrease (increase) in non-cash working capital balances related to operations			(2,763	)			(28,075	)			90.2				(6,489	)			(51,430	)			87.4
			308,221				231,395				33.2				895,130				704,388				27.1

Funds flow from operations increased over comparative quarter primarily due to growth in service operating income before amortization and lower interest expense. 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 and increases in accounts receivable due to subscriber growth and rate increases.

Investing Activities

		Three months ended May 31,												Nine months ended May 31,
		2008				2007				Increase				2008				2007				Decrease
($000’s Cdn)
Cash flow used in investing activities			(216,852	)			(156,410	)			(60,442	)			(515,199	)			(525,010	)			9,811

The fluctuation in cash used in investing activities over the comparative periods is due to a higher cash outlay for capital expenditures and equipment costs in the current year offset by the impact of cash requirements for cable business acquisitions in the prior year.

Financing Activities

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

		Three months ended May 31,								Nine months ended May 31,
		2008				2007				2008				2007
(In $millions Cdn)
Bank loans and bank indebtedness — net borrowings (repayments)			(18.5	)			(227.2	)			89.2				(300.4	)
Proceeds on $400 million senior unsecured notes			—				400.0				—				400.0
Repayment of senior unsecured notes			—				—				(296.8	)
Redemption of Cdn 8.54% Series B COPrS			—				—				(100.0	)			—
Dividends			(77.6	)			(54.2	)			(226.5	)			(140.4	)
Repayment of Partnership debt			(0.1	)			(0.1	)			(0.3	)			(0.3	)
Debt retirement costs			—				—				(4.3	)			—
Issue of Class B Non-Voting Shares			4.8				17.7				25.5				72.9
Purchase of Class B Non-Voting Shares for cancellation			—				—				(32.0	)			—
Proceeds on bond forward			—				0.2				—				0.2
Cost to terminate forward contract			—				(0.4	)			—				(0.4	)
			(91.4	)			136.0				(545.2	)			31.6

Shaw Communications Inc.

SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION

						Service operating												Funds flow
		Service				income before								Basic earnings				from
		revenue				amortization(1)				Net income				per share (2)				operations (3)
($000’s Cdn except per share amounts)
2008
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
Third			702,238				310,748				91,658				0.21				259,470
Second			685,730				303,038				79,751				0.18				252,412
First			671,006				299,787				81,138				0.19				243,936
2006
Fourth			631,888				275,127				210,369				0.49				220,617

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 generally trended positively quarter-over-quarter as a result of the growth in service operating income before amortization described above, reductions of interest expense as a result of debt repayment and retirement, the impact of the net change in non-operating items such as other gains, debt retirement costs and the impact of corporate income tax rate reductions. The exceptions to the consecutive quarter-over-quarter increases in net income are the first and second quarters of 2007 and first and third quarters of 2008. Net income declined by $129.2 million in the first quarter of 2007, by $23.7 million in the first quarter of 2008 and by $170.7 million in the third quarter of 2008 due to income tax recoveries primarily related to reductions in corporate income tax rates which contributed $150.0 million, $35.5 million and $188.0 to net income in the fourth quarters of 2006 and 2007 and second quarter of 2008, 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 second quarter of 2007 was marginal. 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, 2007 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

Shaw Communications Inc.

policies that the Company was required to adopt in fiscal 2008 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.

Financial instruments

The Company has adopted CICA Handbook Sections 3855, “Financial Instruments — Recognition and Measurement”, 3861, “Financial Instruments — Disclosure and Presentation”, 3865, “Hedges”, 1530, “Comprehensive Income” and 3251, “Equity”. These new standards address when a company should recognize a financial instrument on its balance sheet and how the instrument should be measured once recognized.

Adoption of these standards was effective September 1, 2007 on a retrospective basis without restatement of prior periods, except for the reclassification of equity balances to reflect Accumulated Other Comprehensive Income which included foreign currency translation adjustments.

On adoption of Section 1530, a new statement entitled “Consolidated Statements of Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)” was added to the Company’s consolidated financial statements. Comprehensive income (loss) includes net income (loss) as well as other comprehensive income (loss). Other comprehensive income (loss) is comprised of changes in the fair value of derivative instruments designated as cash flow hedges and the net unrealized foreign currency translation gain (loss) from self sustaining foreign operations, which was previously classified as a separate component of shareholders’ equity. Accumulated other comprehensive income (loss) forms part of shareholders’ equity.

In addition, the Company classified all financial instruments into one of the following five categories: 1) “loans and receivables”, 2) “assets held-to-maturity”, 3) “assets available-for-sale”, 4) “financial liabilities”, and 5) “held-for-trading”. None of the Company’s financial instruments have been classified as held-to-maturity or held-for-trading. Financial instruments designated as “available-for-sale” are carried at their fair value while financial instruments such as “loans and receivables” and “financial liabilities” will be carried at amortized cost. Certain private investments where market value is not readily determinable will continue to be carried at cost.

All derivatives, including embedded derivatives that must be separately accounted for, are measured at fair value in the balance sheet. The transition date for the assessment of embedded derivatives was September 1, 2002. The changes in fair value of cash flow hedging derivatives are recorded in other comprehensive income (loss), to the extent effective, until the variability of cash flows relating to the hedged asset or liability is recognized in the consolidated statements of income. Any hedge ineffectiveness will be recognized in net income (loss) immediately.

Transaction and financing costs associated with issuance of debt securities are now netted against the related debt instrument and amortized to income using the effective interest rate method. Accordingly, long-term debt, net of issue costs, accretes over time to the principal amount that will be owing at maturity. The Company previously recorded debt issuance costs as deferred charges and amortized them on a straight-line basis over the term of the related debt.

Shaw Communications Inc.

The impact on the Consolidated Balance Sheets as at September 1, 2007 and May 31, 2008 and on the Consolidated Statements of Income and Retained Earnings (Deficit) for three and nine months ended May 31, 2008 is as follows:

		Increase (decrease)
		May 31,				September 1,
		2008				2007
		$				$
($000’s Cdn)
Consolidated balance sheets:
Deferred charges			(26,122	)			(30,746	)
Current portion of derivative instruments			2,382				5,119
Long-term debt			(25,766	)			(29,681	)
Derivative instruments			594,390				521,560
Deferred credits			(519,877	)			(459,656	)
Future income taxes			(13,151	)			(12,615	)
Deficit			(1,705	)			(1,754	)
Accumulated other comprehensive loss			65,805				57,227
Increase (decrease) in deficit:
Adjusted for adoption of new accounting policy			(1,754	)			(1,754	)
Decrease in net income			49				—
			(1,705	)			(1,754	)

		Increase (decrease) in net income
		May 31, 2008
		Three months ended				Nine months ended
($000’s Cdn except per share amount)		$				$
Consolidated statement of income:
Decrease in amortization of deferred charges			929				2,898
Increase in amortization of financing costs - long-term debt			(881	)			(2,744	)
Decrease in interest expense — debt			52				39
Increase in debt retirement costs			—				(252	)
Decrease (increase) in income tax expense			(22	)			10
Increase (decrease) in net income			78				(49	)
Increase (decrease) in earnings per share:			—				—

2008 GUIDANCE

Shaw continues to expect that it will achieve free cash flow of approximately $450 million for fiscal 2008. The Company remains of the view that service operating income before amortization for fiscal 2008 will grow in an approximate range of 13% — 15%. This reflects the reinstatement of the CRTC Part II fee charges. Capital expenditures are still forecasted to exceed $700 million as Shaw has accelerated certain major facilities projects.

Shaw Communications Inc.

Certain important assumptions for 2008 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; no cash income taxes to be paid or payable in 2008; no significant deterioration in economic conditions; and a stable regulatory fee and rate environment, with CRTC Part II fees payable.

The cost to purchase any licenses in the upcoming Auction of Spectrum Licenses for Advanced Wireless Services is still to be determined. The purchase of such licenses will be funded by the Company’s free cash flow and, as may be required, the existing bank credit facility. Free cash flow will be used this year to pay dividends, repurchase shares and fund this strategic acquisition. Debt may increase depending on the amount of spending on this initiative.

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, 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

Shaw Communications Inc.

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, 2008				August 31, 2007
ASSETS
Current
Cash and cash equivalents			—				165,310
Accounts receivable			176,383				155,499
Inventories			57,235				60,601
Prepaids and other			25,297				23,834
Future income taxes			120,000				185,000
			378,915				590,244
Investments and other assets			7,909				7,881
Property, plant and equipment			2,584,046				2,422,900
Deferred charges			271,143				278,525
Intangibles
Broadcast rights			4,776,078				4,776,078
Goodwill			88,111				88,111
			8,106,202				8,163,739
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Bank indebtedness [note 3]			39,191				—
Accounts payable and accrued liabilities			471,168				441,444
Income taxes payable			4,250				4,304
Unearned revenue			126,270				118,915
Current portion of long-term debt [note 3]			501				297,238
Current portion of derivative instruments [note 1]			2,382				—
			643,762				861,901
Long-term debt [note 3]			2,634,181				2,771,316
Other long-term liability [note 8]			73,395				56,844
Derivative instruments [note 1]			594,390				—
Deferred credits			696,268				1,151,724
Future income taxes			1,215,603				1,327,914
			5,857,599				6,169,699
Contingencies [note 9]
Shareholders’ equity
Share capital [note 4]			2,071,869				2,053,160
Contributed surplus [note 4]			19,307				8,700
Retained earnings (deficit)			222,948				(68,132	)
Accumulated other comprehensive income (loss) [note 6]			(65,521	)			312
			2,248,603				1,994,040
			8,106,202				8,163,739

See accompanying notes

Shaw Communications Inc.

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

		Three months ended								Nine months ended
[thousands of Canadian dollars except per share amounts]		May 31, 2008				May 31, 2007				May 31, 2008				May 31, 2007
Service revenue [note 2]			792,149				702,238				2,299,159				2,058,974
Operating, general and administrative expenses			436,060				391,490				1,260,450				1,145,401
Service operating income before amortization [note 2]			356,089				310,748				1,038,709				913,573
Amortization:
Deferred IRU revenue			3,137				3,137				9,410				9,410
Deferred equipment revenue			32,463				27,600				93,567				76,589
Deferred equipment costs			(57,210	)			(51,454	)			(169,549	)			(150,590	)
Deferred charges			(256	)			(1,365	)			(768	)			(3,838	)
Property, plant and equipment			(102,981	)			(95,140	)			(310,104	)			(284,113	)
Operating income			231,242				193,526				661,265				561,031
Amortization of financing costs — long-term debt			(882	)			—				(2,745	)			—
Interest expense — debt [note 2]			(56,798	)			(61,218	)			(174,025	)			(184,656	)
			173,562				132,308				484,495				376,375
Gain on sale of investment			—				—				—				415
Debt retirement costs			—				—				(5,264	)			—
Other gains			233				7,963				25,751				8,525
Income before income taxes			173,795				140,271				504,982				385,315
Future income tax expense (recovery)			45,612				48,518				(34,208	)			132,874
Income before the following			128,183				91,753				539,190				252,441
Equity income (loss) on investee			(70	)			(95	)			(6	)			106
Net income			128,113				91,658				539,184				252,547
Retained earnings (deficit), beginning of period			172,403				(98,021	)			(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 4]			—				—				(23,336	)			—
Dividends — Class A Shares and Class B Non-Voting Shares			(77,568	)			(54,238	)			(226,522	)			(140,447	)
Retained earnings (deficit), end of period			222,948				(60,601	)			222,948				(60,601	)
Earnings per share [note 5]
Basic			0.30				0.21				1.25				0.58
Diluted			0.30				0.21				1.24				0.58
[thousands of shares]
Weighted average participating shares outstanding during period			431,010				434,036				431,533				432,030
Participating shares outstanding, end of period			431,189				434,564				431,189				434,564

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,
		2008				2007				2008				2007
Net income			128,113				91,658				539,184				252,547
Other comprehensive income (loss) [note 6]
Change in unrealized fair value of derivatives designated as cash flow hedges			(17,186	)			—				(94,896	)			—
Adjustment for hedged items recognized in the period			12,862				—				34,052				—
Reclassification of foreign exchange (gain)/loss on hedging derivatives to income to offset foreign exchange adjustments on US denominated debt			(7,112	)			—				52,266				—
Unrealized foreign exchange gain (loss) on translation of self- sustaining foreign operations			4				(38	)			(28	)			(12	)
			(11,432	)			(38	)			(8,606	)			(12	)
Comprehensive income			116,681				91,620				530,578				252,535
Accumulated other comprehensive income (loss), beginning of period			(54,089	)			356				312				330
Adjustment for adoption of new accounting policy [note 1]			—				—				(57,227	)			—
Other comprehensive income			(11,432	)			(38	)			(8,606	)			(12	)
Accumulated other comprehensive income (loss), end of period			(65,521	)			318				(65,521	)			318

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]		2008				2007				2008				2007
OPERATING ACTIVITIES [note 7]
Funds flow from operations			310,984				259,470				901,619				755,818
Net decrease (increase) in non-cash working capital balances related to operations			(2,763	)			(28,075	)			(6,489	)			(51,430	)
			308,221				231,395				895,130				704,388
INVESTING ACTIVITIES
Additions to property, plant and equipment [note 2]			(192,965	)			(124,153	)			(453,763	)			(395,403	)
Additions to equipment costs (net) [note 2]			(29,981	)			(22,424	)			(87,464	)			(61,236	)
Net customs duty recovery on equipment costs			—				—				22,267				—
Net addition to inventories			6,060				9,261				3,366				(6,309	)
Cable business acquisitions			—				(19,307	)			—				(72,225	)
Proceeds on sale of investments and other assets			34				5,534				395				15,849
Additions to deferred charges			—				(5,321	)			—				(5,686	)
			(216,852	)			(156,410	)			(515,199	)			(525,010	)
FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness			1,561				(42,163	)			39,191				(20,362	)
Increase in long-term debt			50,000				400,000				220,000				460,000
Long-term debt repayments			(70,121	)			(185,113	)			(567,116	)			(340,334	)
Cost to terminate forward contracts			—				(370	)			—				(370	)
Debt retirement costs			—				—				(4,272	)			—
Issue of Class B Non-Voting Shares, net of after-tax expenses			4,756				17,732				25,543				72,947
Proceeds on bond forwards			—				190				—				190
Purchase of Class B Non-Voting Shares for cancellation			—				—				(32,038	)			—
Dividends paid on Class A Shares and Class B Non-Voting Shares			(77,568	)			(54,238	)			(226,522	)			(140,447	)
			(91,372	)			136,038				(545,214	)			31,624
Effect of currency translation on cash balances and cash flows			3				(37	)			(27	)			(16	)
Increase (decrease) in cash and cash equivalents			—				210,986				(165,310	)			210,986
Cash and cash equivalents, beginning of the period			—				—				165,310				—
Cash and cash equivalents, end of the period			—				210,986				—				210,986