Shaw Announces Fourth Quarter and Full Year Financial and Operating Results and Preliminary Fiscal 2014 Guidance

Shaw Announces Fourth Quarter and Full Year Financial and Operating Results and 
Preliminary Fiscal 2014 Guidance 
- Fourth quarter consolidated revenues improved 3% and operating
income before amortization of $496 million was comparable to last
year. On a full year basis revenues improved 3% to $5.14 billion and
operating income before amortization was up over 4% to $2.22 billion. 
- Net income was $117 million for the quarter or $0.24 per share. On
an annual basis net income increased 3% over last year to $784
million, or $1.64 per share.  
- 2014 preliminary financial guidance announced with consolidated
free cash flow expected to range from $625 million to $650 million. 
CALGARY, ALBERTA -- (Marketwired) -- 10/24/13 -- Shaw Communications
Inc. (TSX:SJR.B)(NYSE:SJR) announced consolidated financial and
operating results for the fourth quarter and year ended August 31,
2013. Consolidated revenue for the current three and twelve month
periods of $1.25 billion and $5.14 billion, respectively, were each
up 3% over the comparable periods last year. Total operating income
before amortization(1) for the quarter of $496 million was comparable
to $501 million last year and the annual period improved 4% to $2.22
billion. 
Free cash flow(1) for the three and twelve month periods of $61
million and $604 million, respectively, compared to $103 million and
$482 million for the same periods last year. The current quarterly
period had higher capital investment compared to the prior quarter,
while the improvement in the current annual period was due to
improved operating income before amortization and lower capital
investment.  
Chief Executive Officer Brad Shaw said, "Our fiscal 2013 results
reflect healthy financial growth as we focus on sustainable
subscriber acquisition, customer experience and operational
execution. Our continued investments in technology, including
expansion of Shaw Go WiFi - now with over 20,000 locations;
additional apps supporting our TV everywhere service with the launch
of Global Go; and, the Anik G1 satellite launch with the addition of
over 140 new channels in Shaw Direct, continue to deliver innovation,
choice and value to our customers." 
Net income of $117 million or $0.24 per share for the quarter ended
August 31, 2013 compared to $133 million or $0.28 per share for the
same period last year. Net income for the annual period was $784
million or $1.64 per share compared to $761 million or $1.62 per
share in the prior year. The annual net income improvement was
primarily due to increased operating income and a gain on the sale of
the Hamilton cable system partially offset by higher income taxes.  
Revenue in the Cable division of $818 million and $3.27 billion for
the current three and twelve month periods, respectively, each
improved 2% over the comparable periods. Operating income before
amortization for the quarter of $396 million was consistent with the
same quarter last year and the twelve month period improved 5% to
$1.58 billion.  
Satellite revenue of $219 million and $860 million for the three and
twelve month periods, respectively, compared to $213 million and $844
million in the same periods last year. Operating income before
amortization for the current quarter was $66 million compared to $77
million last year and the twelve month amount of $285 million
declined from $293 million in the prior year.  
Revenue and operating income before amortization in the Media
division for the quarter of $231 million and $34 million,
respectively, increased 6% and 21% over the same period last year. On
a full-year basis Media revenue and operating income before
amortization of $1.11 billion and $353 million improved 5% and 6%,
respectively.  
Looking forward Mr. Shaw said, "We expect the environment to remain
challenging over the coming year and with that backdrop we will
continue to execute on our strategy that extends our leadership in
core areas including internet, programming, and customer experience
service delivery. On a preliminary basis, for fiscal 2014 we expect
consolidated revenue and operating income before amortization growth,
after adjusting for the net impact of fiscal 2013 acquisition and
disposition activity, to range from 2% to 4%. We expect a marginal
decline in capital investment, excluding capital investment funded
through the accelerated capital fund, and an increase in cash taxes.
Free cash flow is expected to range from $625 million to $650
million." 
"We enter fiscal 2014 with a solid balance sheet and healthy
liquidity position providing the financial flexibility to invest in
our business and support the return of cash to shareholders. We see
opportunities ahead as we continue to leverage our distribution and
programming businesses driving innovation and operational
efficiencies." 
Shaw Communications Inc. is a diversified communications and media
company, providing consumers with broadband cable television,
High-Speed Internet, Home Phone, telecommunications services (through
Shaw Business), satellite direct-to-home services (through Shaw
Direct) and engaging programming content (through Shaw Media). Shaw
serves 3.3 million customers, through a reliable and extensive fibre
network. Shaw Media operates one of the largest conventional
television networks in Canada, Global Television, and 19 specialty
networks including HGTV Canada, Food Network Canada, HISTORY(R) and
Showcase. Shaw is traded on the Toronto and New York stock exchanges
and is included in the S&P/TSX 60 Index (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.  


 
1.  See definitions and discussion under Key Performance Drivers in MD&A. 

 
MANAGEMENT'S DISCUSSION AND ANALYSIS 
AUGUST 31, 2013 
October 24, 2013 
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 Management's Discussion and Analysis ("MD&A") should
also be read in conjunction with the unaudited interim Consolidated
Financial Statements and Notes thereto of the current quarter and the
2012 Annual MD&A included in the Company's August 31, 2012 Annual
Report including the Consolidated Financial Statements and the Notes
thereto. 
The financial information presented herein has been prepared on the
basis of International Financial Reporting Standards ("IFRS") for
interim financial statements and is expressed in Canadian dollars.  
CONSOLIDATED RESULTS OF OPERATIONS 
FOURTH QUARTER ENDING AUGUST 31, 2013 
Selected Financial Highlights 


 
                              Three months ended                            
                                  August 31,          Year ended August 31, 
                           ------------------------ ------------------------
($ millions Cdn except per                                                  
 share amounts)              2013   2012  Change %    2013   2012   Change %
----------------------------------------------------------------------------
Operations:                                                                 
  Revenue                   1,246  1,210       3.0   5,142  4,998        2.9
  Operating income before                                                   
   amortization (1)           496    501      (1.0)  2,220  2,127        4.4
  Operating margin (1) (2)   39.8%  41.4%     (1.6)   43.2%  42.6%       0.6
  Funds flow from                                                           
   operations (3)             429    355      20.8   1,380  1,299        6.2
  Net income                  117    133     (12.0)    784    761        3.0
Per share data:                                                             
  Earnings per share                                                        
    Basic                    0.24   0.28              1.64   1.62           
    Diluted                  0.24   0.28              1.63   1.61           
  Weighted average                                                          
   participating shares                                                     
   outstanding during                                                       
   period (millions)          451    443               448    441           
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  See definitions and discussion under Key Performance Drivers in MD&A. 
2.  Operating margin for the twelve months ended August 31, 2013 includes
    the impact of an adjustment to align certain broadcast license fees with
    the CRTC billing period of approximately $14 million. Excluding the
    adjustment, operating margin would be 42.9%. 
3.  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(1,) (2) 


 
                                                     Growth                 
                                     ---------------------------------------
                                        Three months     Year ended August  
                           Total      ended August 31,          31,         
                      -------------- ------------------ --------------------
                          August 31,                                        
                                2013     2013     2012        2013     2012 
------------------------------------ ---------------------------------------
Subscriber statistics:                                                      
  Video customers          2,040,247  (29,522) (16,119)   (109,502) (69,938)
  Internet customers       1,890,506   10,564    6,458      28,031   38,248 
  Digital phone lines      1,359,960    4,722   28,570      52,416  134,781 
  DTH customers              903,565     (835)   1,155      (6,458)   1,140 
----------------------------------------------------------------------------

 
(1) Subscriber numbers for the comparative period have been restated
to remove pending installs and have also been adjusted to reflect the
results of a pre-migration subscriber audit recently undertaken prior
to the planned migration of customers to Shaw's new billing system.
The audit adjustments relate primarily to periods prior to 2009 and
reflect a reduction of approximately 28,600 and 1,800 Video and
Internet customers, respectively, and an increase of 900 Digital
phone lines. Also, given the growth in Digital cable penetration, the
Company has now combined the reporting of Basic cable and Digital
cable as a Video customer.  
(2) Subscriber numbers have been restated for comparative purposes to
remove approximately 41,000 Video customers, 34,000 Internet
customers and 38,000 Digital phone lines as a result of the sale of
Mountain Cablevision Limited. 
Consolidated Overview  
Consolidated revenue of $1.25 billion and $5.14 billion for the three
and twelve month periods, respectively, improved 3% and 2.9% over the
comparable periods last year. Consolidated operating income before
amortization for the three month period of $496 million was
comparable to $501 million last year and on an annual basis operating
income before amortization increased 4.4% to $2.22 billion. The
revenue growth in the Cable division, primarily driven by rate
increases and lower promotional activity, was partially reduced by
various expense increases including employee related amounts and
higher programming. Media was up due to improved advertising and
subscriber revenues partially reduced by increased employee related
amounts and higher programming costs. Revenue growth in the satellite
division, primarily due to rate increases, was reduced by higher
expenses including employee related, programming, operating costs
related to the new Anik G1 satellite, and sales and marketing. Within
all segments, the current annual period benefited from a one-time
adjustment to align certain broadcast license fees with the CRTC
billing period totaling approximately $14 million.  
The Cable and Satellite divisions have approximately 6.2 million
revenue generating units ("RGUs") - which represents the number of
products sold to customers. The Company's strategy is to balance
financial results with maintenance of overall RGUs. During the
quarter, overall RGUs declined by 15,000 and for the year decreased
35,500, which was in line with targets set. 
In late June severe floods impacted Shaw services in various
locations across Southern Alberta. Technical, maintenance and
customer care teams took immediate action to repair services for
affected customers and proactive steps to maintain service and
prevent any significant damage to Shaw infrastructure. The strength
of the network redundancy and the tactical responsiveness ensured
service interruptions were kept to a minimal period of time. Global
News excelled in its extended special coverage of the crisis,
establishing itself as the authority of information for the
community. The current quarter operating income before amortization
included approximately $3 million in one-time flood related costs.  
Net income was $117 million and $784 million for the three and twelve
months ended August 31, 2013, respectively, compared to $133 million
and $761 million for the same periods last year. Non-operating items
affected net income in both periods. Outlined on the following page
are further details on these and other operating and non-operating
components of net income for each period. 


 
                    Year                           Year                     
($millions Cdn)    ended                          ended                     
               ----------                     ----------                    
                  August                Non-     August                Non- 
                31, 2013 Operating operating   31, 2012 Operating operating 
----------------------------------------------------------------------------
Operating                                                                   
 income            1,366     1,366         -      1,319     1,319         - 
 Amortization                                                               
  of financing                                                              
  costs - long-                                                             
  term debt           (4)       (4)        -         (5)       (5)        - 
 Interest                                                                   
  expense           (309)     (309)        -       (330)     (330)        - 
 Gain on sale                                                               
  of                                                                        
  cablesystem         50         -        50          -         -         - 
 Acquisition                                                                
  and                                                                       
  divestment                                                                
  costs               (8)        -        (8)         -         -         - 
 Gain on sale                                                               
  of associate         7         -         7          -         -         - 
 Gain on                                                                    
  remeasurement                                                             
  of interests                                                              
  in equity                                                                 
  investments          -         -         -          6         -         6 
 CRTC benefit                                                               
  obligation           -         -         -         (2)        -        (2)
 Gain on                                                                    
  derivative                                                                
  instruments          -         -         -          1         -         1 
 Accretion of                                                               
  long-term                                                                 
  liabilities                                                               
  and                                                                       
  provisions          (9)        -        (9)       (14)        -       (14)
 Other losses        (26)        -       (26)         -         -         - 
----------------------------------------------------------------------------
Income (loss)                                                               
 before income                                                              
 taxes             1,067     1,053        14        975       984        (9)
 Current income                                                             
  tax expense                                                               
  (recovery)         162       300      (138)       257       282       (25)
 Deferred                                                                   
  income tax                                                                
  expense                                                                   
  (recovery)         121       (25)      146        (43)      (58)       15 
----------------------------------------------------------------------------
Net income           784       778         6        761       760         1 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
                   Three                          Three                     
($millions        months                         months                     
 Cdn)              ended                          ended                     
              -----------                     ----------                    
              August 31,                Non-     August                Non- 
                    2013 Operating operating   31, 2012 Operating operating 
----------------------------------------------------------------------------
Operating                                                                   
 income              273       273         -        292       292         - 
 Amortization                                                               
  of financing                                                              
  costs -                                                                   
  long-term                                                                 
  debt                (1)       (1)        -         (2)       (2)        - 
 Interest                                                                   
  expense            (75)      (75)        -        (83)      (83)        - 
 Gain on sale                                                               
  of associate        (2)        -        (2)         -         -         - 
 Accretion of                                                               
  long-term                                                                 
  liabilities                                                               
  and                                                                       
  provisions          (2)        -        (2)        (3)        -        (3)
 Equity loss                                                                
  from                                                                      
  associates           -         -         -         (1)        -        (1)
 Other gains                                                                
  (losses)           (17)        -       (17)         2         -         2 
----------------------------------------------------------------------------
Income before                                                               
 income taxes        176       197       (21)       205       207        (2)
 Current                                                                    
  income tax                                                                
  expense                                                                   
  (recovery)          15        60       (45)        60        64        (4)
 Deferred                                                                   
  income tax                                                                
  expense                                                                   
  (recovery)          44        (8)       52         12       (10)       22 
----------------------------------------------------------------------------
Net income           117       145       (28)       133       153       (20)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

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


 
                                   August 31, 2013 net income compared to:  
                                 -------------------------------------------
                                          Three months ended     Year ended 
                                 ---------------------------- --------------
                                                  August 31,     August 31, 
($millions Cdn)                   May 31, 2013          2012           2012 
----------------------------------------------------------------------------
Increased (decreased) operating                                             
 income before amortization (1)            (89)           (5)            93 
Increased amortization                     (11)          (13)           (45)
Decreased interest expense                   -             8             21 
Change in net other costs and                                               
 revenue (2)                               (67)          (19)            23 
Decreased (increased) income                                                
 taxes                                      34            13            (69)
----------------------------------------------------------------------------
                                          (133)          (16)            23 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  See definitions and discussion under Key Performance Drivers in MD&A. 
2.  Net other costs and revenue includes gain on sale of cablesystem,
    acquisition and divestment costs, gain on sale of associate, gain on
    remeasurement on interests in equity investments, CRTC benefit
    obligation, gain on derivative instruments, accretion of long-term
    liabilities and provisions, equity income from associates and other
    gains (losses) as detailed in the unaudited interim Consolidated
    Statements of Income. 

 
Basic earnings per share were $0.24 and $1.64 for the three and
twelve months periods, respectively, compared to $0.28 and $1.62 in
the same periods last year. In the current quarter, lower interest
expense and income taxes of $8 million and $13 million, respectively,
were more than offset by higher amortization of $13 million and net
other costs and revenues of $19 million. The net other costs and
revenue included a write-down of $14 million related to assets held
for sale. The annual increase was primarily due to higher operating
income before amortization of $93 million, improved net other costs
and revenue of $23 million, and lower interest expense of $21
million, the total of which was partially reduced by increased
amortization of $45 million and higher income taxes of $69 million.
The improved net other costs and revenue included the gain on the
sale of Mountain Cablevision Limited ("Mountain Cable"). The higher
income taxes resulted as the comparable period benefited from a tax
recovery related to the resolution of certain tax matters.  
Net income in the current quarter declined $133 million compared to
the third quarter of fiscal 2013 driven by lower operating income
before amortization of $89 million, primarily due to seasonality in
the Media business, along with reduced net other costs and revenue of
$67 million, primarily due to the gain on the sale of Mountain Cable
recorded in the third quarter. These declines were partially offset
by lower income taxes of $34 million.  
Free cash flow for the quarter and annual periods of $61 million and
$604 million, respectively, compared to $103 million and $482 million
in the same periods last year. The current quarter decline was
primarily due to increased capital investment. The annual improvement
was primarily due to higher operating income before amortization and
lower capital investment and interest, partially reduced by increased
cash taxes. 
During the second quarter, the Company entered into agreements with
Rogers Communications Inc. ("Rogers") to sell to Rogers its shares in
Mountain Cable; and grant to Rogers an option to acquire its wireless
spectrum licenses; and, to purchase from Rogers its 33.3% interest in
TVtropolis General Partnership ("TVtropolis"). The sale of Mountain
Cable closed at the end of April, and the purchase of TVtropolis
transaction closed at the end of June, after the respective
regulatory approvals were received. The potential option exercise for
the sale of the wireless spectrum licenses, subject to Industry
Canada approval, is expected to occur in fiscal 2015. Overall, Shaw
expects to receive net proceeds of approximately $700 million from
these transactions. 
Shaw also announced it had entered into a number of transactions with
Corus Entertainment Inc. ("Corus"), a related party subject to common
voting control. In a series of agreements to optimize its portfolio
of specialty channels, Shaw agreed to sell to Corus its 49% interest
in ABC Spark and 50% interest in its two French-language channels,
Historia and Series+. In addition, Corus agreed to sell to Shaw its
20% interest in Food Network Canada. Shaw expects to receive net
proceeds of approximately $95 million from these transactions. The
ABC Spark and Food Network Canada transactions closed at the end of
April while Historia and Series+ are expected to close in the first
half of fiscal 2014.  
These transactions with Rogers and Corus are strategic in nature
allowing the Company to use up to $500 million of the total expected
net proceeds of approximately $800 million to accelerate certain
capital investments to improve and strengthen its network advantage.
Key investments include the completion of the Calgary data centre,
further digitization of the network and additional bandwidth
upgrades, development of IP delivery of video, expansion of the WiFi
network, and additional innovative product offerings related to Shaw
Go and other applications to provide an enhanced customer experience. 
The Company established an accelerated capital fund of up to $500
million and is tracking the accelerated spending against this as the
investments are made. Shaw plans to invest up to $500 million in
fiscal 2013, 2014 and 2015 spending approximately $110 million, $250
million and $140 million in each of the respective years. After this
period of accelerated spending the Company expects that the baseline
capital intensity for the Cable business should decline.  
On April 8, 2013 Shaw announced it had entered into a transaction to
acquire ENMAX Envision Inc. ("Envision"), a company providing leading
telecommunication services to Calgary and surrounding area business
customers, for approximately $225 million. The acquisition closed at
the end of April. 
Shaw continues to make a positive contribution in the communities it
operates. In late June, the Company responded to the southern Alberta
floods with a $1 million donation to the Red Cross, and in August,
Shaw supported a number of children's charities as title sponsor of
the Shaw Charity Classic held in Calgary.  
Key Performance Drivers 
The Company's continuous disclosure documents may provide discussion
and analysis of non-IFRS financial measures. These financial measures
do not have standard definitions prescribed by IFRS and therefore may
not be comparable to similar measures disclosed by other companies.
The Company's continuous disclosure documents may also provide
discussion and analysis of additional GAAP measures. Additional GAAP
measures include line items, headings, and sub-totals included in the
financial statements.  
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. The non-IFRS financial measures
and additional GAAP measures have not been presented as an
alternative to net income or any other measure of performance
required by IFRS. 
The following contains a listing of non-IFRS financial measures and
additional GAAP measures used by the Company and provides a
reconciliation to the nearest IFRS measure or provides a reference to
such reconciliation. 
Operating income before amortization and operating margin 
Operating income before amortization is calculated as revenue less
operating, general and administrative expenses. 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. 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 operating income before
amortization by revenue.  


 
                                  Three months ended                        
                                          August 31,  Year ended August 31, 
                               ---------------------- ----------------------
($ millions Cdn)                     2013       2012        2013       2012 
----------------------------------------------------------------------------
Operating income                      273        292       1,366      1,319 
Add back (deduct) amortization:                                             
  Deferred equipment revenue          (30)       (30)       (121)      (115)
  Deferred equipment costs             65         62         257        231 
  Property, plant and                                                       
   equipment, intangibles and                                               
   other                              188        177         718        692 
----------------------------------------------------------------------------
Operating income before                                                     
 amortization                         496        501       2,220      2,127 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Free cash flow 
The Company utilizes this measure to assess the Company's ability to
repay debt and return cash to shareholders.  
Free cash flow is calculated as operating income before amortization,
less interest, cash taxes paid or payable, capital expenditures (on
an accrual basis and net of proceeds on capital dispositions and
adjusted to exclude amounts funded through the accelerated capital
fund) and equipment costs (net), adjusted to exclude share-based
compensation expense, less cash amounts associated with funding the
new and assumed CRTC benefit obligations related to the acquisition
of Shaw Media as well as excluding non-controlling interest amounts
that are consolidated in the operating income before amortization,
capital expenditure and cash tax amounts. Free cash flow also
includes changes in receivable related balances with respect to
customer equipment financing transactions as a cash item, and is
adjusted for recurring cash funding of pension amounts net of pension
expense. Dividends paid on the Company's Cumulative Redeemable Rate
Reset Preferred Shares are also deducted. 
Free cash flow has not been reported on a segmented basis. Certain
components of free cash flow including operating income before
amortization, capital expenditures (on an accrual basis net of
proceeds on capital dispositions) and equipment costs (net), CRTC
benefit obligation funding, and non-controlling interest amounts
continue to be reported on a segmented basis. Other items, including
interest and cash taxes, are not generally directly attributable to a
segment, and are reported on a consolidated basis. 
For free cash flow purposes the Company considers the initial $300
million discretionary pension funding to be a financing transaction
and has not included the amount funded or the related cash tax
recovery in the free cash flow calculation.  
Accelerated capital fund 
The Company established a notional fund, the accelerated capital
fund, of up to $500 million with proceeds received, and to be
received, from several strategic transactions with each of Rogers and
Corus. The accelerated capital initiatives will be funded through
this fund and not cash generated from operations. Key investments
include the completion of the Calgary data centre, further
digitization of the network and additional bandwidth upgrades,
development of IP delivery of video, expansion of the WiFi network,
and additional innovative product offerings related to Shaw Go and
other applications to provide an enhanced customer experience. It is
expected up to $500 million will be used in fiscal 2013, 2014 and
2015 spending approximately $110 million, $250 million and $140
million in each of the respective years.  
Free cash flow is calculated as follows: 


 
                            Three months ended                              
                                August 31,           Year ended August 31,  
                         ------------------------- -------------------------
($millions Cdn)             2013    2012 Change %     2013    2012 Change % 
----------------------------------------------------------------------------
Revenue                                                                     
  Cable                      818     803      1.9    3,266   3,193      2.3 
  Satellite                  219     213      2.8      860     844      1.9 
  Media                      231     217      6.5    1,106   1,053      5.0 
----------------------------------------------------------------------------
                           1,268   1,233      2.8    5,232   5,090      2.8 
  Intersegment                                                              
   eliminations              (22)    (23)    (4.3)     (90)    (92)    (2.2)
----------------------------------------------------------------------------
                           1,246   1,210      3.0    5,142   4,998      2.9 
----------------------------------------------------------------------------
Operating income before                                                     
 amortization (1)                                                           
  Cable                      396     396        -    1,582   1,502      5.3 
  Satellite                   66      77    (14.3)     285     293     (2.7)
  Media                       34      28     21.4      353     332      6.3 
----------------------------------------------------------------------------
                             496     501     (1.0)   2,220   2,127      4.4 
----------------------------------------------------------------------------
                                                                            
Capital expenditures and                                                    
 equipment costs (net):                                                     
 (2)                                                                        
  Cable                      296     184     60.9      867     810      7.0 
  Accelerated capital                     greater                   greater 
   fund investment (1)                       than                      than 
                             (60)      -    100.0     (110)      -    100.0 
----------------------------------------------------------------------------
  Adjusted Cable             236     184     28.3      757     810     (6.5)
  Satellite                   31      27     14.8      123      94     30.9 
  Media                       15      13     15.4       31      31        - 
----------------------------------------------------------------------------
                             282     224     25.9      911     935     (2.6)
----------------------------------------------------------------------------
Free cash flow before the                                                   
 following                   214     277    (22.7)   1,309   1,192      9.8 
Less:                                                                       
  Interest                   (75)    (83)    (9.6)    (308)   (329)    (6.4)
  Cash taxes                 (60)    (64)    (6.2)    (300)   (282)     6.4 
Other adjustments:                                                          
  Non-cash share-based                                                      
   compensation                1       1        -        5       6    (16.7)
  CRTC benefit obligation                                                   
   funding                   (15)    (17)   (11.8)     (52)    (48)     8.3 
  Non-controlling                                                           
   interests                  (6)     (4)    50.0      (39)    (34)    14.7 
  Pension adjustment                      greater                           
                                             than                           
                               4       1    100.0       12      12        - 
  Customer equipment                      greater                           
   financing                                 than                           
                               1      (4)   100.0      (10)    (20)   (50.0)
  Preferred share                                                           
   dividends                  (3)     (4)   (25.0)     (13)    (15)   (13.3)
----------------------------------------------------------------------------
Free cash flow (1)            61     103    (40.8)     604     482     25.3 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Operating margin (1)                                                        
  Cable                     48.4%   49.3%    (0.9)    48.4%   47.0%     1.4 
  Satellite                 30.1%   36.2%    (6.1)    33.1%   34.7%    (1.6)
  Media                     14.7%   12.9%     1.8     31.9%   31.5%     0.4 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  See definitions and discussion under Key Performance Drivers in MD&A. 
2.  Per Note 3 to the unaudited interim Consolidated Financial Statements. 

 
Details on the accelerated capital fund and investment to date are as
follows: 


 
----------------------------------------------------------------------------
Estimated year of spend                      2013     2014     2015    Total
----------------------------------------------------------------------------
($millions Cdn)                                                             
----------------------------------------------------------------------------
Fund Opening Balance                          110      250      140      500
Accelerated capital investment                110        -        -      110
----------------------------------------------------------------------------
Fund Closing Balance, August 31, 2013           -      250      140      390
----------------------------------------------------------------------------

 
CABLE 
Financial Highlights 


 
                               Three months ended                           
                                       August 31,     Year ended August 31, 
                             --------------------- -------------------------
($millions Cdn)               2013  2012 Change %     2013    2012 Change % 
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Revenue                        818   803      1.9    3,266   3,193      2.3 
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Operating income before                                                     
 amortization (1)              396   396        -    1,582   1,502      5.3 
                                                                            
Capital expenditures and                                                    
 equipment costs (net):                                                     
  New housing development       23    25     (8.0)      94     100     (6.0)
  Success based                 64    42     52.4      203     250    (18.8)
  Upgrades and enhancement     133    79     68.4      380     322     18.0 
  Replacement                   13     9     44.4       46      41     12.2 
  Buildings and other                     greater                           
                                             than                           
                                63    29    100.0      144      97     48.5 
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Total as per Note 3 to the                                                  
 unaudited interim                                                          
 Consolidated Financial                                                     
 Statements(2)                 296   184     60.9      867     810      7.0 
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Operating margin (1)          48.4% 49.3%    (0.9)    48.4%   47.0%     1.4 
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1.  See definitions and discussion under Key Performance Drivers in MD&A. 
2.  The three and twelve months ended August 31, 2013 include $60 million
    and $110 million respectively, related to certain capital investments
    that are being funded from the accelerated capital fund. 

 
Operating Highlights 


 
--  The current quarter reflects a full quarter impact of the acquisition of
    Envision and disposition of Mountain Cable. 
--  Internet customers were up 10,564 during the quarter to 1,890,506 and
    Digital Phone lines increased 4,722 totaling 1,359,960 as at August 31,
    2013. During the quarter Video subscribers decreased 29,522. 

 
Cable revenue for the three and twelve month periods of $818 million
and $3.27 billion improved 1.9% and 2.3%, respectively, over the
comparable periods last year. Rate increases, lower promotional
activity and customer growth in Internet and Digital Phone, were
partially offset by lower Video subscribers, On Demand revenues and
the divestiture of Mountain Cable. Also contributing to the
improvement was growth in Business, including a full quarter
inclusion of Envision. On Demand revenue was lower in both the
current periods primarily due to lower buys, while the current annual
period also reflected a shortened NHL hockey schedule.  
Operating income before amortization of $396 million for the quarter
was consistent with the same period last year. Revenue related
improvements, reduced regulatory costs resulting from the CRTC
mandated reduction in the Local Programming Improvement Fund ("LPIF")
contribution from 1.5% to 1% and lower various other expenses were
offset by higher employee related costs, increased marketing
including the Shaw Charity Classic golf sponsorship, higher
programming amounts related to new services and increased rates as
contracts renewed, and the net impact of divestment and acquisition
activity.  
Operating income before amortization for the annual period improved
5.3% over the prior year to $1.58 billion. Revenue related growth,
lower LPIF costs, the second quarter broadcast license fee adjustment
of $7 million and lower various other expenses, were partially offset
by higher employee related amounts due to employee growth and annual
merit increases, and higher programming costs due to new services and
rate increases.  
Compared to the third quarter of fiscal 2013, revenue was marginally
lower primarily due to the full quarter impact of the divestment of
Mountain Cable partially offset by the acquisition of Envision.
Operating income before amortization was comparable to the prior
quarter. The revenue related declines, higher marketing, including
costs related to the Shaw Charity Classic, and employee related
amounts, were more than offset by lower various other expenses and
higher margin contribution from Envision. 
Total capital investment of $296 million and $867 million in the
current three and twelve month periods increased $112 million and $57
million over the comparable periods last year. Capital investment in
each period included $60 million and $110 million, respectively,
funded through the accelerated capital fund established with net
proceeds from the strategic transactions with each of Rogers and
Corus. The accelerated capital fund initiatives included next
generation video delivery systems, expediting WiFi infrastructure
build, continued investment in the new data centre, and increasing
network capacity. 
Success-based capital was up $22 million over the comparable three
month period due to higher rentals of Video equipment, particularly
HD and HDPVR equipment. For the twelve month period Success-based
spend was $47 million lower than the comparable period due to
decreased Internet and Phone modem purchases and lower installation
activity as well as a decline in subsidies from increased pricing for
video equipment sales, partially offset by higher HD and HDPVR video
equipment rentals. 
Investment in Upgrades and enhancement and Replacement categories
combined increased $58 million in the current quarter and $63 million
on an annual basis compared to the same periods last year. The higher
investment included fibre build, network and customer electronics in
support of business growth, hub site and network electronics upgrades
to improve internet capacity; and investment in the WiFi network and
next generation video delivery systems, partially offset by prior
year investment in the digital network upgrade project and
residential and business telecom enhancements.  
Investment in Buildings and other was up $34 million and $47 million,
respectively, over the comparable three and twelve month periods last
year. The increase was primarily due to spending on investment in the
new data centre and Shaw Court, back office infrastructure
replacement projects, and other corporate assets. 
Spending in New housing development was comparable to the three and
twelve month periods last year. 
Late in the quarter the Company introduced video packages that
include a complimentary HD box and launched service contracts that
include an HDPVR or, for an additional fee, the equipment can be
upgraded to a Gateway whole-home HDPVR solution. The contracts are
for a 24 month term and provide for a bundled service of Video and
Internet.  
Subscriber Statistics 


 
                                                  August 31, 2013           
                                       -------------------------------------
                                            Three months                    
                                                   ended         Year ended 
                                       ------------------ ------------------
                  August   August 31,                                       
                31, 2013 2012 (1) (2)    Growth Change %    Growth Change % 
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VIDEO:                                                                      
Connected      2,040,247    2,149,749   (29,522)    (1.4) (109,502)    (5.1)
Penetration as                                                              
 % of homes                                                                 
 passed             50.9%        55.0%                                      
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INTERNET:                                                                   
Connected and                                                               
 scheduled     1,890,506    1,862,473    10,564      0.6    28,033      1.5 
Penetration as                                                              
 % of basic         92.7%        86.6%                                      
Standalone                                                                  
 Internet not                                                               
 included in                                                                
 basic cable     320,724      252,437    20,752      6.9    68,287     27.1 
                                                                            
DIGITAL PHONE:                                                              
Number of lines                                                             
 (3)           1,359,960    1,307,544     4,722      0.3    52,416      4.0 
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1.  Internet and Digital Phone subscriber statistics have been restated to
    exclude scheduled and pending installations at August 31, 2012 and all
    categories have been adjusted to reflect the results of a pre-migration
    subscriber audit undertaken prior to the migration of customers to
    Shaw's new billing system.  
2.  Subscriber numbers have been restated for comparative purposes to remove
    approximately 41,000 Video customers, 34,000 Internet customers and
    38,000 Digital phone lines as a result of the sale of Mountain Cable.  
3.  Represents primary and secondary lines on billing. 

 
SATELLITE 
Financial Highlights(1) 


 
                               Three months ended                           
                                       August 31,     Year ended August 31, 
                         ------------------------- -------------------------
($millions Cdn)             2013    2012 Change %     2013    2012 Change % 
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Revenue                      219     213      2.8      860     844      1.9 
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Operating income before                                                     
 amortization (2)             66      77    (14.3)     285     293     (2.7)
                                                                            
Capital expenditures and                                                    
 equipment costs (net):                                                     
  Success based (3)           27      20     35.0       88      81      8.6 
  Transponders                                                      greater 
                                                                       than 
                               -       2   (100.0)      23       2    100.0 
  Buildings and other          4       5    (20.0)      12      11      9.1 
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Total as per Note 3 to                                                      
 the unaudited interim                                                      
 Consolidated Financial                                                     
 Statements                   31      27     14.8      123      94     30.9 
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Operating margin(2)         30.1%   36.2%    (6.1)    33.1%   34.7%    (1.6)
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1.  The Satellite segment was previously reported as DTH and Satellite
    Services. These segments have been combined into a single operating
    segment. 
2.  See definitions and discussion under Key Performance Drivers in MD&A. 
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 


 
--  During the quarter Shaw Direct subscribers decreased 835 and for the
    year declined 6,458. As at August 31, 2013 DTH customers totaled
    903,565. 

 
Revenue of $219 million and $860 million for the three and twelve
month periods, respectively, was up 2.8% and 1.9% over the same
periods last year primarily due to rate increases partially offset by
increased promotional activity and lower subscribers.  
Operating income before amortization of $66 million and $285 million
for the three and twelve month periods, respectively, decreased 14.3%
and 2.7% over the same periods last year. The revenue related growth
was more than offset by higher employee related amounts, operating
costs related to the new Anik G1 transponders, which approximate $2
million per month, as well as increased programming fees and
marketing expenses. The current annual period benefitted from the
second quarter broadcast license fee adjustment of $4 million.  
Revenue was comparable to the third quarter as improved revenue from
customer rate increases was reduced by lower On Demand and
promotional activity. Operating income before amortization declined
primarily due to higher operating costs related to the new
transponders as well as increased marketing activity and customer
support costs. 
Total capital investment of $31 million and $123 million for the
three and twelve month periods compared to $27 million and $94
million, respectively, in the same periods last year. The higher
spend in the current annual period was mainly due to the final
payment related to the Anik G1 transponders. 
The Anik G1 satellite successfully launched in mid April and in May
Shaw Direct took control of 16 transponders. On May 29 over 120 new
channels were launched with Shaw Direct now offering over 650
channels of which more than 200 are HD. Currently over 70% of
customers have equipment capable of accessing HD programming. Shaw
Direct also offers streaming VOD to the satellite receiver with
almost 10,000 available titles.  
Subscriber Statistics 


 
                                                  August 31, 2013           
                                       -------------------------------------
                                       Three months ended        Year ended 
                                       ------------------ ------------------
                       August   August                                      
                     31, 2013 31, 2012   Growth  Change %   Growth Change % 
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DTH customers (1)     903,565  910,023     (835)        -   (6,458)    (0.7)
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1.  Including seasonal customers who temporarily suspend their service. 

 
MEDIA 
Financial Highlights 


 
                               Three months ended                           
                                   August 31,         Year ended August 31, 
                             ----------------------- -----------------------
($millions Cdn)                2013   2012 Change %    2013   2012 Change % 
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Revenue                         231    217      6.5   1,106  1,053      5.0 
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Operating income before                                                     
 amortization (1)                34     28     21.4     353    332      6.3 
                                                                            
Capital expenditures:                                                       
  Broadcast and transmission      8      5     60.0      13     12      8.3 
  Buildings and other             7      8    (12.5)     18     19     (5.3)
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Total as per Note 3 to the                                                  
 unaudited interim                                                          
 Consolidated Financial                                                     
 Statements                      15     13     15.4      31     31        - 
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Other adjustments:                                                          
  CRTC benefit obligation                                                   
   funding                      (15)   (17)   (11.8)    (52)   (48)     8.3 
  Non-controlling interests      (6)    (4)    50.0     (39)   (34)    14.7 
                                                                            
Operating margin(1)            14.7%  12.9%     1.8    31.9%  31.5%     0.4 
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1.  See definitions and discussion under Key Performance Drivers in MD&A. 

 
Operating Highlights 
Revenue and operating income before amortization for the quarter was
$231 million and $34 million, respectively, compared to $217 million
and $28 million last year. Revenue for the quarter was up 6.5% due to
higher advertising and subscriber revenues. Operating income before
amortization improved due to revenue growth partially reduced by
higher operating expenses, including employee related and various
other. 
For the twelve months ending August 31, 2013 revenue of $1.11 billion
and operating income before amortization of $353 million compared to
$1.05 billion and $332 million, respectively, for the same period
last year. Improved advertising and subscriber revenues were
partially reduced by higher programming costs, and increased expenses
including employee related amounts due to growth and merit increases,
and various other. The current year also benefited from an expense
adjustment of $3 million to align certain broadcast license fees with
the CRTC billing period. 
Compared to the third quarter of fiscal 2013, revenue and operating
income before amortization decreased $76 million and $82 million,
respectively. The declines were primarily due to the seasonality of
the Media business. 
Global continued to deliver solid programming results in the quarter,
increasing the number of Top 20 positions nationally with key shows
such as Under the Dome, Big Brother and Rookie Blue. These shows also
delivered strong audiences on their season finales providing a solid
lead-in to the fall programming line-up. The conventional fall
programming premiered through the month of September and into early
October, with a solid returning line-up combined with new drama
programming that includes The Blacklist, Sleepy Hollow, Ironside and
Dracula. Shaw Media also added several new comedies to the fall
schedule including The Millers, Sean Saves the World, The Michael J
Fox Show and Welcome to the Family.  
In early September Global Go launched, providing 24/7 streaming of
Global content plus full in-season stacking for key properties,
making Shaw Media the first conventional broadcaster in Canada to
offer in-season stacking. 
Media's specialty portfolio continues to lead in the channel rankings
in the Adult 25-54 category with 4 of the Top 10 analog channels, and
6 of the Top 10 digital channels. National Geographic, Action,
Lifetime and MovieTime hold the top 4 digital positions. DTOUR, a new
lifestyle channel, launched in late August adding to Shaw Media's
portfolio of specialty channels.  
Global News continues to maintain the number one position in the
Vancouver, Calgary and Edmonton markets and was the go to source for
coverage of the Southern Alberta floods that occurred in late June.
Further, Global News was announced as the 2013 winner of the
prestigious Edward R Murrow Award for overall News excellence in
network television, the first Canadian network to earn that
recognition in the award's 42 year history. 
The Media business was recognized in the quarter by the Canadian
Cable Systems Alliance as Broadcast Supplier of the Year for its
ongoing partnership and support of the independent systems in Canada. 
Capital investment continued on various projects in the quarter and
included upgrading production equipment, infrastructure and facility
investments.  
OTHER INCOME AND EXPENSE ITEMS 
Amortization 


 
                                Three months ended                          
                                    August 31,        Year ended August 31, 
                             ----------------------- -----------------------
($millions Cdn)                2013   2012  Change %   2013   2012  Change %
----------------------------------------------------------------------------
Amortization revenue                                                        
 (expense) -                                                                
  Deferred equipment revenue     30     30         -    121    115       5.2
  Deferred equipment costs      (65)   (62)      4.8   (257)  (231)     11.3
  Property, plant and                                                       
   equipment, intangibles and                                               
   other                       (188)  (177)      6.2   (718)  (692)      3.8
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Amortization of deferred equipment revenue and deferred equipment
costs increased over the comparable periods due to the sales mix of
equipment, the timing and volume of sales as well as changes in
customer pricing on certain equipment. 
Amortization of property, plant and equipment, intangibles and other
increased over the comparative periods as the amortization of new
expenditures exceeded the impact of assets that became fully
depreciated. 
Amortization of financing costs and Interest expense 


 
                              Three months ended                            
                                  August 31,         Year ended August 31,  
                           ------------------------ ------------------------
($millions Cdn)               2013   2012 Change %     2013   2012 Change % 
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Amortization of financing                                                   
 costs - long-term debt          1      2    (50.0)       4      5    (20.0)
Interest expense                75     83     (9.6)     309    330     (6.4)
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Interest expense decreased over the comparable periods due to lower
average debt levels. 
Gain on sale of cablesystem 
During the current year, the Company closed the sale of Mountain
Cable in Hamilton, Ontario to Rogers. The Company received proceeds,
after working capital adjustments, of $398 million and recorded a
gain of $50 million.  
Acquisition and divestment costs 
The Company incurred $8 million of costs in respect of the
acquisition of Envision and the transactions with Rogers related to
the sale of Mountain Cable, grant of an option to acquire the
wireless spectrum licenses and purchase from Rogers of its interest
in TVtropolis. 
Gain on sale of associate 
During the current year, the Company recorded a gain of $7 million on
the sale of its interest in ABC Spark to Corus. 
Gain on remeasurement of interests in equity investments and CRTC
benefit obligation 
During the comparative year, the company acquired the remaining
interests in two specialty channels. In connection with the
acquisition the Company recorded a gain of $6 million in respect of
remeasurement to fair value of the Company's interests which were
held prior to the acquisition. As part of the CRTC decision approving
the acquisition, the Company is required to contribute approximately
$2 million in new benefits to the Canadian broadcasting system over
seven years.  
Accretion of long-term liabilities and provisions 
The Company records accretion expense in respect of the discounting
of certain long-term liabilities and provisions which are accreted to
their estimated value over their respective terms. The expense is
primarily in respect of CRTC benefit obligations.  
Other losses 
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 minor investments, and the Company's share of the
operations of Burrard Landing Lot 2 Holdings Partnership. During the
prior year, the category also included a pension curtailment gain and
amounts in respect of the electrical fire and resulting water damage
to Shaw Court that occurred during the fourth quarter. During the
first quarter of the current year, the Company received insurance
advances of $5 million related to its claim for costs that were
incurred in the fourth quarter of fiscal 2012 and incurred additional
costs of $13 million in respect of ongoing recovery activities.
During the fourth quarter of the current year, the Company decided to
discontinue further construction on a real estate project which
resulted in a write-down of $14 million. 
Income taxes 
Income taxes were higher in the current year mainly due to a recovery
in the prior year related to the resolution of certain tax matters.  
RISKS AND UNCERTAINTIES 
The significant risks and uncertainties affecting the Company and its
business are discussed in the Company's August 31, 2012 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: 
AWS Spectrum Transfers 
On June 28, 2013 the Minister of Industry announced a new framework
for the review of spectrum license transfers, including prospective
transfers that could arise from options and other agreements. A
licensee is required to seek a review within 15 days of entering into
any agreement that could lead to a prospective transfer. The 15 day
timing provision within the framework does not apply to prior
agreements. The spectrum option agreement with Rogers will not be
subject to an immediate review, as it was entered into prior to the
release of the new framework, but will be subject to review prior to
any spectrum license transfer. Under the new framework, all spectrum
transfer reviews will include consideration of a number of factors,
including the overall distribution of license holdings in the
licensed spectrum band and other commercial mobile spectrum bands in
the licensed area, the relative utility and substitutability of the
licensed spectrum and the change in spectrum concentration levels
that would result from the transfer.  
Consultation on Television 
In the fall of calendar 2013, the Commission will initiate a
"conversation with Canadians", which is expected to lead to a major
review, in calendar 2014, of the regulatory and policy framework for
television. While the scope, direction and possible outcomes of the
hearing are uncertain, this review could lead to changes in the
regulatory requirements applicable to television programming and
broadcasting distribution undertakings. 
Throne Speech 
The Throne Speech delivered on October 16, 2013 included a statement
indicating that the Government believes Canadians should have more
ability to choose unbundled television channels, while protecting
Canadian jobs. While no details have yet been provided on how this
would be achieved, this could lead to changes in the regulatory
requirements applicable to television programming and broadcasting
distribution undertakings. 
FINANCIAL POSITION 
Total assets were $12.7 billion at August 31, 2013 and August 31,
2012. Following is a discussion of significant changes in the
consolidated statement of financial position since August 31, 2012.  
Current assets increased $144 million primarily due to the
reclassification of assets held for sale of $116 million and increase
in accounts receivable of $53 million partially offset by a decrease
in other current assets of $17 million. Assets held for sale include
the assets of Historia and Series+ totaling $105 million, the
majority of which is comprised of intangibles and $11 million in
respect of a property which will be sold. Accounts receivable
increased due to the combination of rate increases, timing of
collection of trade receivables, higher advertising revenue during
the fourth quarter of the current year compared to the fourth quarter
of the prior year and reclassification of advance bill payments to
unearned revenue. Other current assets declined primarily due to a
reduction in a tax indemnity upon resolution of the related income
tax liabilities.  
Property, plant and equipment increased $128 million primarily as a
result of current year capital investment and the acquisition of
Envision exceeding amortization and the impact of the sale of
Mountain Cable. 
Other long-term assets decreased $25 million primarily due to a
decline in deferred equipment costs. 
Intangibles decreased $202 million due to the sale of Mountain Cable
of $245 million and reclassification of $92 million in respect of
Historia and Series+ to assets held for sale partially offset by
higher program rights and advances of $33 million, an increase in
other intangibles of $19 million and the recognition of $87 million
in customer relationships on the acquisition of Envision. Additional
investment in software intangibles and acquired rights and advances
exceeded the amortization for the current year.  
Goodwill decreased $17 million primarily due to the sale of Mountain
Cable of $81 million partially offset by $68 million on the
acquisition of Envision.  
Current liabilities increased $610 million due to increases in
accounts payable and accruals of $48 million, current portion of
long-term debt of $499 million, a promissory note of $48 million
arising on the closing of the transactions with Corus, unearned
revenue of $15 million and reclassification of $14 million in respect
of liabilities associated with the Historia and Series+ assets held
for sale, all of which were partially offset by a decrease in current
income taxes payable of $20 million. Accounts payable and accruals
increased due to higher trade and other payables primarily in respect
of timing of capital expenditures and inventory. The current portion
of long-term debt increased due to the reclassification of the 7.5%
$350 million senior notes due in November 2013 and 6.5% $600 million
senior notes due June 2014 partially offset by repayment of the 6.1%
$450 million senior notes which were due in November 2012. Unearned
revenue increased primarily due to reclassification of advance bill
payments from accounts receivable. The liabilities associated with
assets held for sale is primarily composed of deferred income taxes.
Income taxes payable declined due to tax installment payments, the
resolution of certain income tax liabilities and receipt of tax
credits all of which were partially offset by the current period
expense. 
Long-term debt decreased $944 million due to the aforementioned
reclassification of the 7.5% $350 million senior notes and 6.5% $600
million senior notes. 
Other long-term liabilities decreased $330 million primarily due to
the $300 million contribution to a retirement compensation
arrangement trust ("the RCA") in order to partially fund its
non-contributory defined benefit pension plan and a decrease in CRTC
benefit obligations partially offset by current year pension expense. 
Deferred credits increased $237 million primarily due to the $250
million received from Rogers in respect of the option to acquire the
wireless spectrum licenses. 
Deferred income tax liabilities, net of deferred income tax assets,
increased $71 million primarily due to current year expense partially
offset by the sale of Mountain Cable and the aforementioned
reclassification of amounts in respect of Historia and Series+. 
Shareholders' equity increased $379 million primarily due to
increases in share capital of $205 million and retained earnings of
$223 million partially offset by a decrease in non-controlling
interests of $50 million. Share capital increased due to the issuance
of 9,117,845 Class B Non-Voting Shares under the Company's option
plan and Dividend Reinvestment Plan ("DRIP"). As of October 15, 2013,
share capital is as reported at August 31, 2013 with the exception of
the issuance of a total of 629,352 Class B Non-Voting Shares under
the DRIP and upon exercise of options under the Company's option
plan. Retained earnings increased due to current year earnings of
$746 million partially offset by dividends of $467 million and a
charge of $56 million representing the difference between the
consideration and the carrying value of the additional interests
acquired in Food Network Canada and TVtropolis. Non-controlling
interests decreased as their share of earnings was exceeded by the
distributions declared during the period and the impact of the
aforementioned changes in ownership of Food Network Canada and
TVtropolis.  
LIQUIDITY AND CAPITAL RESOURCES 
In the current year, the Company generated $604 million of free cash
flow. Shaw used its free cash flow along with cash of $5 million, the
net proceeds of $589 million from the transactions with Rogers,
proceeds on issuance of Class B Non-Voting Shares of $69 million and
other net items of $165 million (primarily in respect of a reduction
in working capital including current taxes on non-operating items) to
repay the 6.1% $450 million senior notes, fund $300 million in
discretionary contributions to the RCA in respect of its
non-contributory defined benefit pension plan, pay common share
dividends of $319 million, purchase Envision for $222 million, invest
an additional net $31 million in program rights and fund $110 million
of accelerated capital spend. Due to timing, the net proceeds from
the Rogers transactions have been temporarily used in ongoing
operations to the extent the cash was not required to fund
accelerated capital investments. 
On December 5, 2012 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 20,000,000 Class B Non-Voting Shares during the period
December 7, 2012 to December 6, 2013. No shares have been repurchased
during the current year. 
To allow for timely access to capital markets, the Company filed a
short form base shelf prospectus with securities regulators in Canada
and the U.S. on May 13, 2013. The shelf prospectus allows for the
issue up to an aggregate $4 billion of debt and equity securities
over a 25 month period. 
The Company issues Class B Non-Voting Shares from treasury under its
DRIP which resulted in cash savings and incremental Class B
Non-Voting Shares of $126 million during the twelve months ending
August 31, 2013. 
Based on available credit facilities and forecasted free cash flow,
the Company expects to have sufficient liquidity to fund operations
and obligations during the upcoming 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                             
                                 August 31,          Year ended August 31,  
                          ------------------------ -------------------------
($millions Cdn)              2013   2012 Change %    2013    2012   Change %
----------------------------------------------------------------------------
Funds flow from operations    429    355     20.8   1,380   1,299        6.2
Net change in non-cash                                                      
 working capital balances                                            greater
 related to operations         66     99    (33.3)    (11)     18 than 100.0
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                              495    454      9.0   1,369   1,317        3.9
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Funds flow from operations increased over the comparative three month
period due to lower program rights purchases, interest expense and
current income taxes in the current period. Funds flow from
operations increased over the comparative year due to higher
operating income before amortization adjusted for non-cash program
rights expense, lower interest and current income tax expense and the
settlement of the amended cross-currency interest agreements in the
prior year, all of which were partially offset by the $300 million in
discretionary contributions to the RCA. The net change in non-cash
working capital balances related to operations fluctuated over the
comparative periods due to the timing of payment of current income
taxes payable and accounts payable and accrued liabilities as well as
fluctuations in accounts receivable.  
Investing Activities 


 
                         Three months ended August                          
                                    31,              Year ended August 31,  
                         ------------------------- -------------------------
($millions Cdn)            2013   2012    Increase   2013   2012    Decrease
----------------------------------------------------------------------------
Cash flow used in                                                           
 investing activities      (295)  (191)        104   (642)  (983)        341
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The cash used in investing activities increased over the comparable
quarter due to higher cash outlays for capital expenditures and
equipment costs (net). The cash used in investing activities
decreased over the comparable year due to the net receipt of $589
million in respect of the transactions with Rogers partially offset
by the acquisition of Envision.  
Financing Activities 
The changes in financing activities during the comparative periods
were as follows: 


 
                                          Three months    Year ended August 
                                        ended August 31,         31,        
                                       ------------------ ------------------
($millions Cdn)                            2013     2012      2013     2012 
----------------------------------------------------------------------------
Bank credit facility arrangement costs        -        -         -       (4)
Repay 6.1% senior unsecured notes             -        -      (450)       - 
Dividends                                   (83)     (84)     (332)    (333)
Issuance of Class B Non-Voting Shares        21        3        69       17 
Distributions paid to non-controlling                                       
 interests                                   (7)      (7)      (19)     (26)
Contribution received from non-                                             
 controlling interest                         1        -         1        - 
Repayment of Partnership debt                 -        -        (1)      (1)
----------------------------------------------------------------------------
                                            (68)     (88)     (732)    (347)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION 


 
                     Operating      Net income                              
                 income before attributable to               Basic   Diluted
                  amortization          equity       Net  earnings  earnings
Quarter Revenue            (1)    shareholders income(2) per share per share
----------------------------------------------------------------------------
($millions Cdn except per share amounts)                                    
                                                                            
2013                                                                        
Fourth    1,246            496             111       117      0.24      0.24
Third     1,326            585             239       250      0.52      0.52
Second    1,251            538             172       182      0.38      0.38
First     1,319            601             224       235      0.50      0.49
2012                                                                        
Fourth    1,210            501             129       133      0.28      0.28
Third     1,278            567             238       248      0.53      0.53
Second    1,231            493             169       178      0.38      0.38
First     1,279            566             192       202      0.43      0.43
----------------------------------------------------------------------------
 
1.  See definition and discussion under Key Performance Drivers in MD&A. 
2.  Net income attributable to both equity shareholders and non-controlling
    interests. 

 
Quarterly revenue and operating income before amortization are
primarily impacted by the seasonality of the Media division and
fluctuate throughout the year due to a number of factors including
seasonal advertising and viewing patterns. Typically, the Media
business has higher revenue in the first quarter driven by the fall
launch of season premieres and high demand while the third quarter is
impacted by season finales and mid season launches. Advertising
revenue typically declines in the summer months of the fourth quarter
when viewership is generally lower. Operating income before
amortization in fiscal 2012 was also impacted by higher operating
costs in the Cable division in the first and second quarters which
included higher employee related costs, mainly related to bringing
the new customer service centres on line, as well as higher
marketing, sales and programming costs. The third and fourth quarters
of 2012 benefited from improved operating income before amortization
in the Cable business. 
Net income has fluctuated quarter-over-quarter primarily as a result
of the changes in operating income before amortization described
above and the impact of the net change in non-operating items. In the
fourth quarter of 2013, net income decreased by $133 million due to
decreased operating income before amortization of $89 million and
reduction in net other revenue items of $67 million partially offset
by lower income taxes of $34 million. The reduction in net other
revenue items was mainly due to the gain on sale of Mountain Cable of
$50 million recorded in the third quarter and write-down of a real
estate property of $14 million in the fourth quarter. In the third
quarter of 2013, net income increased by $68 million due to increased
operating income before amortization of $47 million, the
aforementioned gain on sale of Mountain Cable and the gain on sale of
the specialty channel ABC Spark partially offset by higher income
taxes of $30 million and acquisition and divestment costs in respect
of the transactions with Rogers and the acquisition of Envision. In
the second quarter of 2013, net income decreased by $53 million
primarily due to lower operating income before amortization of $63
million partially offset by lower income taxes of $5 million. In the
first quarter of 2013, net income increased $102 million primarily
due to higher operating income before amortization of $100 million.
In the fourth quarter of 2012, net income decreased $115 million,
primarily due to lower operating income before amortization of $66
million and increased income tax expense of $31 million. The fourth
quarter also included a loss of $26 million in respect of the
electrical fire at the Company's head office offset by a pension
curtailment gain of $25 million. In the third quarter of 2012, net
income increased $70 million mainly due to higher operating income
before amortization of $74 million partially offset by increased
income tax expense of $17 million. In the second quarter of 2012, net
income decreased $24 million due to a decline in operating income
before amortization of $73 million partially offset by lower income
tax expense of $53 million. 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 MD&A included in the Company's August 31, 2012 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. The condensed 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. 
Adoption of recent accounting pronouncements 
The Company adopted the following standards and amendments effective
September 1, 2012: 
(i) Employee Benefits  
IAS 19, Employee Benefits (amended 2011), eliminates the existing
option to defer actuarial gains and losses and requires changes from
the remeasurement of defined benefit plan assets and liabilities to
be presented in the statement of other comprehensive income. The
significant amendments to IAS 19 which impact the Company are as
follows: 


 
--  Expected return on plan assets is replaced with interest income and
    calculated based on the discount rate used to measure the pension
    obligation; the difference between interest income and actual return on
    plan assets is recognized in other comprehensive income 
--  Immediate recognition of past service costs when plan amendments occur
    regardless of whether or not they are vested 
--  Plan administration costs, other than costs associated with managing
    plan assets, are required to be expensed 
--  Expanded disclosures including plan characteristics and risks arising
    from defined benefit plans 

 
The Company early adopted the amended standard with retrospective
restatement effective September 1, 2012 and the impact of adoption is
outlined in Note 2 of the consolidated financial statements. 
(ii) Presentation of Financial Statements  
IAS 1, Presentation of Financial Statements, was amended to require
presentation of items of other comprehensive income based on whether
they may be reclassified to the statement of income and has been
applied retrospectively.  
(iii) Income Taxes  
IAS 12, Income Taxes (amended 2011), introduces an exception to the
general measurement requirements of IAS 12 in respect of investment
properties measured at fair value. The amendment had no impact on the
Company's consolidated financial statements. 
2014 GUIDANCE 
With respect to 2014 guidance, on a preliminary basis the Company
expects consolidated revenue and operating income before amortization
growth, after adjusting for the net impact of fiscal 2013 acquisition
and disposition activity, to range from 2% to 4%. Shaw expects a
marginal decline in capital investment, excluding capital investment
funded through the accelerated capital fund, and an increase in cash
taxes. Free cash flow is expected to range from $625 million to $650
million. 
Certain important assumptions for 2014 guidance purposes include:
stable customer base; stable pricing environment for Shaw's products
relative to current rates; no significant market disruption or other
significant changes in economic conditions, competition or regulation
that would have a material impact; stable advertising demand and
rates; and a stable regulatory environment.  
See the following section entitled "Caution Concerning
Forward-Looking Statements". 
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS 
Statements included in this MD&A that are not historic constitute
"forward-looking statements" within the meaning of applicable
securities laws. Such statements include, but are not limited to,
statements about future capital expenditures, asset dispositions,
financial guidance for future performance, business strategies and
measures to implement strategies, competitive strengths, expansion
and growth of Shaw's business and operations and other goals and
plans. They can generally be identified by words such as
"anticipate", "believe", "expect", "plan", "intend", "target", "goal"
and similar expressions (although not all forward-looking statements
contain such words). All of the forward-looking statements made in
this report are qualified by these cautionary statements. 
Forward-looking statements are based on assumptions 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 conditions, interest and exchange rates,
technology deployment, content and equipment costs, industry
structure, conditions and stability, government regulation and the
integration of recent acquisitions. Many of these assumptions are
confidential. 
You should not place undue reliance on any forward-looking
statements. Many factors, including those not within Shaw's control,
may cause Shaw's actual results to be materially different from the
views expressed or implied by such forward-looking statements,
including, but not limited to, general economic, market and business
conditions; changes in the competitive environment in the markets in
which Shaw operates and from the development of new markets for
emerging technologies; industry trends and other changing conditions
in the entertainment, information and communications industries;
Shaw's ability to execute its strategic plans; opportunities that may
be presented to and pursued by Shaw; changes in laws, regulations and
decisions by regulators that affect Shaw or the markets in which it
operates; Shaw's status as a holding company with separate operating
subsidiaries; and other factors referenced in this report under the
heading "Risks and uncertainties". 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 described herein. 
The Company provides certain financial guidance for future
performance as the Company believes that certain investors, analysts
and others utilize this 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 this or other purposes.  
Any forward-looking statement speaks only as of the date on which it
was originally made and, except as required by law, Shaw expressly
disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement to reflect any change in
related assumptions, events, conditions or circumstances. 
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 
(unaudited) 


 
(millions of Canadian dollars)               August 31, 2013 August 31, 2012
----------------------------------------------------------------------------
                                                                            
ASSETS                                                                      
Current                                                                     
  Cash                                                   422             427
  Accounts receivable                                    486             433
  Inventories                                             96             102
  Other current assets                                    72              89
  Derivative instruments                                   3               -
  Assets held for sale (notes 4 and 12)                  116               -
----------------------------------------------------------------------------
                                                       1,195           1,051
Investments and other assets                              10              13
Property, plant and equipment                          3,370           3,242
Other long-term assets                                   306             331
Assets held for sale                                       -               1
Deferred income tax assets                                 -              14
Intangibles                                            7,153           7,355
Goodwill                                                 698             715
----------------------------------------------------------------------------
                                                      12,732          12,722
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
LIABILITIES AND SHAREHOLDERS' EQUITY                                        
Current                                                                     
  Accounts payable and accrued liabilities               859             811
  Provisions                                              26              19
  Income taxes payable                                   136             156
  Unearned revenue                                       172             157
  Promissory note (note 4)                                48               -
  Current portion of long-term debt (note 6)             950             451
  Derivative instruments                                   -               1
  Liabilities associated with assets held for                               
   sale (note 4)                                          14               -
----------------------------------------------------------------------------
                                                       2,205           1,595
Long-term debt (note 6)                                3,868           4,812
Other long-term liabilities (notes 2 and 11)             223             553
Provisions                                                 9               8
Deferred credits (note 4)                                872             635
Deferred income tax liabilities                        1,142           1,085
----------------------------------------------------------------------------
                                                       8,319           8,688
Shareholders' equity (notes 2, 7 and 9)                                     
Common and preferred shareholders                      4,182           3,753
Non-controlling interests in subsidiaries                231             281
----------------------------------------------------------------------------
                                                       4,413           4,034
----------------------------------------------------------------------------
                                                      12,732          12,722
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
See accompanying notes 
CONSOLIDATED STATEMENTS OF INCOME 
(unaudited) 


 
                                            Three months  Year ended August 
                                        ended August 31,                31, 
                                       ------------------ ------------------
(millions of Canadian dollars except                                        
 per share amounts)                        2013     2012      2013     2012 
----------------------------------------------------------------------------
Revenue (note 3)                          1,246    1,210     5,142    4,998 
Operating, general and administrative                                       
 expenses (note 5)                         (750)    (709)   (2,922)  (2,871)
Amortization:                                                               
  Deferred equipment revenue                 30       30       121      115 
  Deferred equipment costs                  (65)     (62)     (257)    (231)
  Property, plant and equipment,                                            
   intangibles and other                   (188)    (177)     (718)    (692)
----------------------------------------------------------------------------
Operating income                            273      292     1,366    1,319 
  Amortization of financing costs -                                         
   long-term debt                            (1)      (2)       (4)      (5)
  Interest expense                          (75)     (83)     (309)    (330)
  Gain on sale of cablesystem (note 4)        -        -        50        - 
  Acquisition and divestment costs                                          
   (note 4)                                   -        -        (8)       - 
  Gain on sale of associate (note 4)         (2)       -         7        - 
  Gain on remeasurement of interests in                                     
   equity investments                         -        -         -        6 
  CRTC benefit obligation                     -        -         -       (2)
  Gain on derivative instruments              -        -         -        1 
  Accretion of long-term liabilities                                        
   and provisions                            (2)      (3)       (9)     (14)
  Equity income from associates               -       (1)        -        - 
  Other gains (losses) (note 12)            (17)       2       (26)       - 
----------------------------------------------------------------------------
Income before income taxes                  176      205     1,067      975 
  Current income tax expense (note 3)        15       60       162      257 
  Deferred income tax expense                                               
   (recovery)                                44       12       121      (43)
----------------------------------------------------------------------------
Net income                                  117      133       784      761 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Net income attributable to:                                                 
Equity shareholders                         111      129       746      728 
Non-controlling interests in                                                
 subsidiaries                                 6        4        38       33 
----------------------------------------------------------------------------
                                            117      133       784      761 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Earnings per share (note 8)                                                 
Basic                                      0.24     0.28      1.64     1.62 
Diluted                                    0.24     0.28      1.63     1.61 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
See accompanying notes 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
(unaudited) 


 
                                          Three months    Year ended August 
                                        ended August 31,         31,        
                                       ------------------ ------------------
(millions of Canadian dollars)             2013     2012      2013     2012 
----------------------------------------------------------------------------
Net income                                  117      133       784      761 
                                                                            
Other comprehensive income (loss) (note                                     
 9)                                                                         
Items that may subsequently be                                              
 reclassified to income:                                                    
  Change in unrealized fair value of                                        
   derivatives designated as cash flow                                      
   hedges                                     1       (1)        4        - 
  Adjustment for hedged items                                               
   recognized in the period                  (1)      (1)       (1)      (2)
  Unrealized gain on available-for-sale                                     
   investment                                 -        -         -        3 
  Reclassification of realized gain on                                      
   available-for-sale investment              -        -         -       (3)
----------------------------------------------------------------------------
                                              -       (2)        3       (2)
----------------------------------------------------------------------------
Items that will not be subsequently                                         
 reclassified to income:                                                    
  Remeasurements on employee benefit                                        
   plans                                      3       (5)        3      (62)
----------------------------------------------------------------------------
                                              3       (7)        6      (64)
----------------------------------------------------------------------------
Comprehensive income                        120      126       790      697 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Comprehensive income attributable to:                                       
Equity shareholders                         114      122       752      664 
Non-controlling interests in                                                
 subsidiaries                                 6        4        38       33 
----------------------------------------------------------------------------
                                            120      126       790      697 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
See accompanying notes 
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 
(unaudited) 


 
Year ended August 31, 2013                                                  
                                   Attributable to equity shareholders      
                             -----------------------------------------------
(millions of Canadian                              Contributed     Retained 
 dollars)                        Share capital         surplus     earnings 
----------------------------------------------------------------------------
Balance as at September 1,                                                  
 2012                                    2,750              77        1,019 
Net income                                   -               -          746 
Other comprehensive income                   -               -            - 
----------------------------------------------------------------------------
Comprehensive income                         -               -          746 
Dividends                                    -               -         (341)
Dividend reinvestment plan                 126               -         (126)
Shares issued under stock                                                   
 option plan                                79             (10)           - 
Share-based compensation                     -               5            - 
Distributions declared by                                                   
 subsidiaries to non-                                                       
 controlling interests                       -               -            - 
Contribution from non-                                                      
 controlling interest                        -               -            - 
Acquisition of non-                                                         
 controlling interests                       -               -          (56)
----------------------------------------------------------------------------
Balance as at August 31, 2013            2,955              72        1,242 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
Year ended August 31, 2013                                                  
                             Attributable to equity                         
                                  shareholders                              
                             -----------------------                        
                                 Accumulated                  Equity        
                                      other          attributable to        
(millions of Canadian          comprehensive         non-controlling  Total 
 dollars)                               loss  Total        interests equity 
----------------------------------------------------------------------------
Balance as at September 1,                                                  
 2012                                    (93) 3,753              281  4,034 
Net income                                 -    746               38    784 
Other comprehensive income                 6      6                -      6 
----------------------------------------------------------------------------
Comprehensive income                       6    752               38    790 
Dividends                                  -   (341)               -   (341)
Dividend reinvestment plan                 -      -                -      - 
Shares issued under stock                                                   
 option plan                               -     69                -     69 
Share-based compensation                   -      5                -      5 
Distributions declared by                                                   
 subsidiaries to non-                                                       
 controlling interests                     -      -              (19)   (19)
Contribution from non-                                                      
 controlling interest                      -      -                1      1 
Acquisition of non-                                                         
 controlling interests                     -    (56)             (70)  (126)
----------------------------------------------------------------------------
Balance as at August 31, 2013            (87) 4,182              231  4,413 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
Year ended August 31, 2012                                                  
                                  Attributable to equity shareholders       
                          --------------------------------------------------
(millions of Canadian                           Contributed        Retained 
 dollars)                    Share capital          surplus        earnings 
----------------------------------------------------------------------------
Balance as at September 1,                                                  
 2011                                2,633               73             728 
Net income                               -                -             728 
Other comprehensive loss                 -                -               - 
----------------------------------------------------------------------------
Comprehensive income                                                        
 (loss)                                  -                -             728 
Dividends                                -                -            (339)
Dividend reinvestment plan              98                -             (98)
Shares issued under stock                                                   
 option plan                            19               (2)              - 
Share-based compensation                 -                6               - 
Distributions declared by                                                   
 subsidiaries to non-                                                       
 controlling interests                   -                -               - 
----------------------------------------------------------------------------
Balance as at August 31,                                                    
 2012                                2,750               77           1,019 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                                                            
                                                                            
Year ended August 31, 2012                                                  
                           Attributable to equity                           
                                shareholders                                
                          ------------------------                          
                             Accumulated                    Equity          
                                  other            attributable to          
(millions of Canadian      comprehensive           non-controlling    Total 
 dollars)                           loss    Total        interests   equity 
----------------------------------------------------------------------------
Balance as at September 1,                                                  
 2011                                (29)   3,405              272    3,677 
Net income                             -      728               33      761 
Other comprehensive loss             (64)     (64)               -      (64)
----------------------------------------------------------------------------
Comprehensive income                                                        
 (loss)                              (64)     664               33      697 
Dividends                              -     (339)               -     (339)
Dividend reinvestment plan             -        -                -        - 
Shares issued under stock                                                   
 option plan                           -       17                -       17 
Share-based compensation               -        6                -        6 
Distributions declared by                                                   
 subsidiaries to non-                                                       
 controlling interests                 -        -              (24)     (24)
----------------------------------------------------------------------------
Balance as at August 31,                                                    
 2012                                (93)   3,753              281    4,034 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
See accompanying notes 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(unaudited) 


 
                                                Three months                
                                                ended August    Year ended  
                                                    31,         August 31,  
                                               -------------- --------------
(millions of Canadian dollars)                   2013   2012    2013   2012 
----------------------------------------------------------------------------
                                                                            
OPERATING ACTIVITIES                                                        
Funds flow from operations (note 10)              429    355   1,380  1,299 
 Net change in non-cash working capital                                     
 balances related to operations                    66     99     (11)    18 
----------------------------------------------------------------------------
                                                  495    454   1,369  1,317 
----------------------------------------------------------------------------
INVESTING ACTIVITIES                                                        
  Additions to property, plant and equipment                                
   (note 3)                                      (257)  (135)   (802)  (730)
  Additions to equipment costs (net) (note 3)     (30)   (41)   (132)  (178)
  Additions to other intangibles (note 3)         (22)   (15)    (69)   (65)
  Net reduction (addition) to inventories          14     19       6     (5)
  Proceeds on sale of cablesystem (note 4)          -      -     398      - 
  Divestment costs (note 4)                         -      -      (5)     - 
  Business acquisitions, net of cash acquired                               
   (note 4)                                         -    (21)   (222)   (18)
  Proceeds on wireless spectrum license option                              
   (note 4)                                         -      -      50      - 
  Refundable deposit on wireless spectrum                                   
   license (note 4)                                 -      -     200      - 
  Proceeds on disposal of property, plant and                               
   equipment (note 3)                               -      1       3      9 
  Proceeds from (additions to) investments and                              
   other assets                                     -      1     (69)     4 
----------------------------------------------------------------------------
                                                 (295)  (191)   (642)  (983)
----------------------------------------------------------------------------
FINANCING ACTIVITIES                                                        
  Increase in long-term debt                        -      -     590      - 
  Debt repayments                                   -      -  (1,041)    (1)
  Bank credit facility arrangement costs            -      -       -     (4)
  Issue of Class B Non-Voting Shares (note 7)      21      3      69     17 
  Dividends paid on Class A Shares and Class B                              
   Non-Voting Shares                              (80)   (80)   (319)  (318)
  Dividends paid on Preferred Shares               (3)    (4)    (13)   (15)
  Distributions paid to non-controlling                                     
   interests in subsidiaries                       (7)    (7)    (19)   (26)
  Contribution received from non-controlling                                
   interest                                         1      -       1      - 
----------------------------------------------------------------------------
                                                  (68)   (88)   (732)  (347)
----------------------------------------------------------------------------
Increase (decrease) in cash before discontinued                             
 operations                                       132    175      (5)   (13)
Decrease in cash from discontinued operations       -      -       -     (3)
----------------------------------------------------------------------------
Increase (decrease) in cash                       132    175      (5)   (16)
Cash, beginning of the period                     290    252     427    443 
----------------------------------------------------------------------------
Cash, end of the period                           422    427     422    427 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
See accompanying notes  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
(unaudited) 
August 31, 2013 and 2012 
(all amounts in millions of Canadian dollars, except share and per
share amounts) 
1. CORPORATE INFORMATION 
Shaw Communications Inc. (the "Company") is a diversified Canadian
communications company whose core operating business is providing
broadband cable television services, Internet, Digital Phone, and
telecommunications services ("Cable"); Direct-to-home satellite
services and satellite distribution services ("Satellite"); and
programming content (through Shaw Media). The Company's shares are
listed on the Toronto and New York Stock Exchanges.  
2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES 
Statement of compliance 
These condensed interim consolidated financial statements of the
Company have been prepared in accordance with International Financial
Reporting Standards ("IFRS") and in compliance with International
Accounting Standard ("IAS") 34 Interim Financial Reporting as issued
by the International Accounting Standards Board ("IASB"). 
The condensed interim consolidated financial statements of the
Company for the three and twelve months ended August 31, 2013 were
authorized for issue by the Board of Directors on October 24, 2013.  
Basis of presentation 
These condensed interim consolidated financial statements have been
prepared primarily under the historical cost convention except as
detailed in the significant accounting policies disclosed in the
Company's consolidated financial statements for the year ended August
31, 2012 and are expressed in millions of Canadian dollars. The
condensed interim consolidated statements of income are presented
using the nature classification for expenses.  
The notes presented in these condensed interim consolidated financial
statements include only significant events and transactions occurring
since the Company's last fiscal year end and are not fully inclusive
of all matters required to be disclosed by IFRS in the Company's
annual consolidated financial statements. As a result, these
condensed interim consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements for
the year ended August 31, 2012. 
The condensed interim consolidated financial statements follow the
same accounting policies and methods of application as the most
recent annual consolidated financial statements except as noted
below. 
Adoption of recent accounting pronouncements 
The Company adopted the following standards and amendments effective
September 1, 2012. 
(i) Employee Benefits  
IAS 19, Employee Benefits (amended 2011), eliminates the existing
option to defer actuarial gains and losses and requires changes from
the remeasurement of defined benefit plan assets and liabilities to
be presented in the statement of other comprehensive income. The
significant amendments to IAS 19 which impact the Company are as
follows: 


 
--  Expected return on plan assets is replaced with interest income and
    calculated based on the discount rate used to measure the pension
    obligation; the difference between interest income and actual return on
    plan assets is recognized in other comprehensive income 
--  Immediate recognition of past service costs when plan amendments occur
    regardless of whether or not they are vested 
--  Plan administration costs, other than costs associated with managing
    plan assets, are required to be expensed 
--  Expanded disclosures including plan characteristics and risks arising
    from defined benefit plans 

 
The Company early adopted the amended standard with retrospective
restatement which resulted in an increase in other long-term
liabilities and decrease in retained earnings by $1 at August 31,
2012. There was no impact on the Company's consolidated statements of
income, comprehensive income or cash flows for 2012. 
(ii) Presentation of Financial Statements 
IAS 1, Presentation of Financial Statements, was amended to require
presentation of items of other comprehensive income based on whether
they may be reclassified to the statement of income and has been
applied retrospectively.  
(iii) Income Taxes  
IAS 12, Income Taxes (amended 2011), introduces an exception to the
general measurement requirements of IAS 12 in respect of investment
properties measured at fair value. The amendment had no impact on the
Company's consolidated financial statements. 
3. BUSINESS SEGMENT INFORMATION 
The Company's chief operating decision makers are the CEO and CFO and
they review the operating performance of the Company by segments
which comprise Cable, Satellite and Media. The chief operating
decision makers utilize operating income before amortization for each
segment as a key measure in making operating decisions and assessing
performance. Shaw Media's operating results are affected by
seasonality and fluctuate throughout the year due to a number of
factors including seasonal advertising and viewing patterns. As such,
operating results for an interim period should not be considered
indicative of full fiscal year performance. In general, advertising
revenues are higher during the first quarter and lower during the
fourth quarter and expenses are incurred more evenly throughout the
year. All of the Company's reportable segments are substantially
located in Canada. Information on operations by segment is as
follows: 
Operating information 


 
                                          Three months    Year ended August 
                                        ended August 31,         31,        
                                       ------------------ ------------------
                                           2013     2012      2013     2012 
                                              $        $         $        $ 
----------------------------------------------------------------------------
Revenue                                                                     
  Cable                                     818      803     3,266    3,193 
  Satellite (1)                             219      213       860      844 
  Media                                     231      217     1,106    1,053 
----------------------------------------------------------------------------
                                          1,268    1,233     5,232    5,090 
Intersegment eliminations                   (22)     (23)      (90)     (92)
----------------------------------------------------------------------------
                                          1,246    1,210     5,142    4,998 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Operating income before amortization                                        
 (2)                                                                        
  Cable                                     396      396     1,582    1,502 
  Satellite (1)                              66       77       285      293 
  Media                                      34       28       353      332 
----------------------------------------------------------------------------
                                            496      501     2,220    2,127 
Amortization                               (223)    (209)     (854)    (808)
----------------------------------------------------------------------------
Operating income                            273      292     1,366    1,319 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest                                                                    
  Operating                                  75       83       308      329 
  Burrard Landing Lot 2 Holdings                                            
   Partnership                                -        -         1        1 
----------------------------------------------------------------------------
                                             75       83       309      330 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Current taxes                                                               
  Operating                                  60       64       300      282 
  Other/non-operating                       (45)      (4)     (138)     (25)
----------------------------------------------------------------------------
                                             15       60       162      257 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  The Satellite segment was previously reported as DTH and Satellite
    Services. These segments have been combined into a single operating
    segment for reporting purposes which is consistent with the operating
    segment reporting that is provided to the chief operating decision
    makers.  
2.  The current year includes the impact of an adjustment to align certain
    broadcast license fees with the CRTC billing period. The adjustment was
    recorded in the second quarter and amounted to $7, $4 and $3 for Cable,
    Satellite and Media, respectively. 

 
Capital expenditures 


 
                                             Three months                   
                                             ended August      Year ended   
                                                 31,           August 31,   
                                           ---------------- ----------------
                                              2013    2012     2013    2012 
                                                 $       $        $       $ 
----------------------------------------------------------------------------
Capital expenditures accrual basis                                          
  Cable (including corporate) (1)              289     164      825     729 
  Satellite (net of equipment profit)            7       7       42      11 
  Media                                         15      13       31      31 
----------------------------------------------------------------------------
                                               311     184      898     771 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Equipment costs (net of revenue)                                            
  Cable                                          7      20       42      81 
  Satellite                                     24      20       81      83 
----------------------------------------------------------------------------
                                                31      40      123     164 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Capital expenditures and equipment costs                                    
 (net)                                                                      
  Cable                                        296     184      867     810 
  Satellite                                     31      27      123      94 
  Media                                         15      13       31      31 
----------------------------------------------------------------------------
                                               342     224    1,021     935 
----------------------------------------------------------------------------
Reconciliation to Consolidated Statements                                   
 of Cash Flows                                                              
  Additions to property, plant and                                          
   equipment                                   257     135      802     730 
  Additions to equipment costs (net)            30      41      132     178 
  Additions to other intangibles                22      15       69      65 
----------------------------------------------------------------------------
  Total of capital expenditures and                                         
   equipment costs (net) per                                                
  Consolidated Statements of Cash Flows        309     191    1,003     973 
  Increase (decrease) in working capital                                    
   related to capital expenditures              33      37       33     (10)
  Increase in customer equipment financing                                  
   receivables                                   1      (2)      (9)    (16)
  Less: Proceeds on disposal of property,                                   
   plant and equipment                           -      (1)      (3)     (9)
  Less: Satellite equipment profit (2)          (1)     (1)      (3)     (3)
----------------------------------------------------------------------------
  Total capital expenditures and equipment                                  
   costs (net) reported by segments            342     224    1,021     935 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  The three and twelve months ended August 31, 2013 include $60 and $110,
    respectively, related to certain capital investments that are being
    funded from the accelerated capital fund. 
2.  The profit from the sale of satellite equipment is subtracted from the
    calculation of segmented capital expenditures and equipment costs (net)
    as the Company views the profit on sale as a recovery of expenditures on
    customer premise equipment. 

 
4. PURCHASE AND SALE OF ASSETS 
Transactions with Rogers Communications Inc. ("Rogers") 
During the second quarter, the Company entered into agreements with
Rogers to sell to Rogers its shares in Mountain Cablevision Limited
("Mountain Cable") and grant to Rogers an option to acquire its
wireless spectrum licenses as well as to purchase from Rogers its
33.3% interest in TVtropolis General Partnership ("TVtropolis"). The
sale of Mountain Cable closed on April 30, 2013 and the acquisition
of the additional interest in TVtropolis closed on June 30, 2013. The
exercise of the option and the sale of the wireless spectrum licenses
is still subject to regulatory approval and is expected to occur in
fiscal 2015. The transactions are strategic in nature allowing the
Company to use a portion of the net proceeds to accelerate various
capital investments to improve and strengthen its network advantage. 
The Company incurred costs of $5 in respect of the transactions with
Rogers. These costs have been expensed and are included in
acquisition and divestment costs in the statement of income. 
Mountain Cable 
Mountain Cable has approximately 40,000 video customers in its
operations based in Hamilton, Ontario. It represented a disposal
group within the cable operating segment and accordingly, is not
presented as discontinued operations in the statement of income.  
The Company received proceeds of $398 in cash on the sale of the
Mountain Cable and recorded a gain of $50. The assets and liabilities
disposed of were as follows: 


 
                                                                           $
----------------------------------------------------------------------------
Accounts receivable                                                        2
Property, plant and equipment                                             65
Other long-term assets                                                     3
Intangibles                                                              245
Goodwill                                                                  81
----------------------------------------------------------------------------
                                                                         396
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Accounts payable and accrued liabilities                                   1
Income tax payable                                                         1
Unearned revenue                                                           2
Deferred credits                                                           2
Deferred income taxes                                                     42
----------------------------------------------------------------------------
                                                                          48
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Wireless spectrum licenses 
The wireless spectrum licenses are not classified as assets held for
sale due to regulatory restrictions preventing the exercise of the
option and subsequent transfer of the licenses until fiscal 2015.
During the second quarter, the Company received $50 in respect of the
purchase price of the option to acquire the wireless spectrum
licenses. The amount is recorded in deferred credits and will be
included as part of the proceeds received on exercise of the option
and sale of the wireless spectrum licenses, or alternatively as a
gain if the option is not exercised and expires. In the third
quarter, the Company received a $200 refundable deposit in respect of
the option exercise price. The deposit has been recorded in deferred
credits and will be included as part of the proceeds received on
exercise of the option and sale of the wireless spectrum licenses or
refunded to Rogers if the option is not exercised and expires. 
TVtropolis 
The acquisition of Rogers' 33.3% interest in TVtropolis increased the
Company's ownership to 100%. The difference between the consideration
of $59 and carrying value of the interest acquired of $23 has been
charged to retained earnings.  
ENMAX Envision Inc. ("Envision") 
On April 30, 2013, the Company acquired Envision, a wholly-owned
subsidiary of ENMAX Corporation, for $222 in cash. Envision provides
telecommunication services to business customers in Calgary and the
surrounding area. The purpose of the transaction is to expand on the
Company's business initiatives and enhance the profile of its
telecommunications services in the competitive Calgary business
marketplace. 
Envision has contributed approximately $12 of revenue and $1 of net
income for the four month period. If the acquisition had occurred on
September 1, 2012, revenue and net income would have been
approximately $33 and $4, respectively. Acquisition related costs of
$3 to effect the transaction have been incurred and are included in
acquisition and divestment costs in the statement of income. 
A summary of net assets and allocation of consideration is as
follows: 


 
                                                                           $
----------------------------------------------------------------------------
Accounts receivable                                                        3
Other current assets                                                       1
Property, plant and equipment                                             73
Intangibles (1)                                                           87
Goodwill (2)                                                              68
----------------------------------------------------------------------------
                                                                         232
Accounts payable and accrued liabilities                                   1
Unearned revenue                                                           2
Deferred credits                                                           5
Deferred income tax liability                                              2
----------------------------------------------------------------------------
                                                                         222
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  Intangibles is comprised of customer relationships and are being
    amortized over 15 years. 
2.  Goodwill represents the combined value of growth expectations, an
    assembled workforce and expected synergies and efficiencies from
    integrating the operations with the Company's existing business.
    Goodwill of $66 is deductible for income tax purposes. 

 
Transactions with Corus Entertainment Inc. ("Corus") 
During the third quarter, the Company entered into a series of
agreements with Corus, a related party subject to common voting
control, to optimize its portfolio of specialty channels. Effective
April 30, 2013, the Company sold to Corus its 49% interest in ABC
Spark and acquired from Corus its 20% interest in Food Network
Canada. In addition, the Company has agreed to sell to Corus its 50%
interest in its two French-language channels, Historia and Series+.
The sale of Historia and Series+ is expected to occur in fiscal 2014. 
Food Network Canada and ABC Spark 
The acquisition of an additional 20% interest in Food Network Canada
increased the Company's ownership to 71%. The difference between the
consideration of $67 and carrying value of the interest acquired of
$47 has been charged to retained earnings.  
The Company recorded proceeds, including working capital adjustments,
of $19 and gain on sale of associate of $7 on the disposition of its
49% interest in ABC Spark. 
The Company issued a non-interest bearing promissory note of $48 to
satisfy the net consideration in respect of these transactions. The
settlement of the promissory note, which came due on September 30,
2013, has been extended to the closing date of the Company's sale of
Historia and Series+ to Corus. 
Historia and Series+ 
The assets and liabilities associated with Historia and Series+ and
classified as held for sale in the statement of financial position at
August 31, 2013 are as follows: 


 
                                                                           $
----------------------------------------------------------------------------
Accounts receivable                                                        4
Other current assets                                                       5
Intangibles                                                               92
Goodwill                                                                   4
----------------------------------------------------------------------------
                                                                         105
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Accounts payable and accrued liabilities                                   2
Deferred income tax liability                                             12
----------------------------------------------------------------------------
                                                                          14
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
5. OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES 


 
                                       Three months ended  Year ended August
                                           August 31,             31,       
                                       ------------------ ------------------
                                            2013     2012      2013     2012
                                               $        $         $        $
----------------------------------------------------------------------------
Employee salaries and benefits               235      205       900      835
Purchases of goods and services              515      504     2,022    2,036
----------------------------------------------------------------------------
                                             750      709     2,922    2,871
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
6. LONG-TERM DEBT  


 
                                              August 31, 2013               
                              ----------------------------------------------
                               Long-term debt     Adjustment  Long-term debt
                                 at amortized    for finance    repayable at
                                         cost          costs        maturity
                                            $              $               $
----------------------------------------------------------------------------
Corporate                                                                   
Cdn Senior notes-                                                           
 6.10% due November 16, 2012                -              -               -
 7.50% due November 20, 2013              350              -             350
 6.50% due June 2, 2014                   599              1             600
 6.15% due May 9, 2016                    296              4             300
 5.70% due March 2, 2017                  398              2             400
 5.65% due October 1, 2019              1,243              7           1,250
 5.50% due December 7, 2020               496              4             500
 6.75% due November 9, 2039              1417             33           1,450
----------------------------------------------------------------------------
                                        4,799             51           4,850
----------------------------------------------------------------------------
Other                                                                       
Burrard Landing Lot 2 Holdings                                              
 Partnership                               19              -              19
----------------------------------------------------------------------------
Total consolidated debt                 4,818             51           4,869
Less current portion (1)                  950              1             951
----------------------------------------------------------------------------
                                        3,868             50           3,918
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                              August 31, 2012               
                               ---------------------------------------------
                                Long-term debt                Long-term debt
                                  at amortized Adjustment for   repayable at
                                          cost  finance costs       maturity
                                             $              $              $
----------------------------------------------------------------------------
Corporate                                                                   
Cdn Senior notes-                                                           
 6.10% due November 16, 2012               450              -            450
 7.50% due November 20, 2013               349              1            350
 6.50% due June 2, 2014                    598              2            600
 6.15% due May 9, 2016                     295              5            300
 5.70% due March 2, 2017                   397              3            400
 5.65% due October 1, 2019               1,242              8          1,250
 5.50% due December 7, 2020                496              4            500
 6.75% due November 9, 2039              1,416             34          1,450
----------------------------------------------------------------------------
                                         5,243             57          5,300
----------------------------------------------------------------------------
Other                                                                       
Burrard Landing Lot 2 Holdings                                              
 Partnership                                20              -             20
----------------------------------------------------------------------------
Total consolidated debt                  5,263             57          5,320
Less current portion (1)                   451              -            451
----------------------------------------------------------------------------
                                         4,812             57          4,869
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  Current portion of long-term debt at August 31, 2013 includes the 7.50%
    senior notes due November 20, 2013, the 6.50% senior notes due June 2,
    2014 and the amount due within one year on the Partnership's mortgage
    bonds. 

 
7. SHARE CAPITAL 
Changes in share capital during the year ended August 31, 2013 are as
follows: 


 
                   Class A Shares Class B Non-Voting Shares Preferred Shares
                   -------------- ------------------------- ----------------
                       Number   $      Number             $     Number     $
----------------------------------------------------------------------------
August 31, 2012    22,520,064   2 421,188,697         2,455 12,000,000   293
Issued upon stock                                                           
 option plan                                                                
 exercises                  -   -   3,564,856            79          -     -
Issued pursuant to                                                          
 dividend                                                                   
 reinvestment plan          -   -   5,552,989           126          -     -
----------------------------------------------------------------------------
August 31, 2013    22,520,064   2 430,306,542         2,660 12,000,000   293
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
8. EARNINGS PER SHARE 
Earnings per share calculations are as follows: 


 
                                          Three months    Year ended August 
                                        ended August 31,         31,        
                                       ------------------ ------------------
                                           2013     2012      2013     2012 
----------------------------------------------------------------------------
Numerator for basic and diluted                                             
 earnings per share ($)                                                     
Net income                                  117      133       784      761 
Deduct: net income attributable to non-                                     
 controlling interests                       (6)      (4)      (38)     (33)
Deduct: dividends on Preferred Shares        (3)      (4)      (13)     (15)
----------------------------------------------------------------------------
Net income attributable to common                                           
 shareholders                               108      125       733      713 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Denominator (millions of shares)                                            
Weighted average number of Class A                                          
 Shares and Class B Non-Voting Shares                                       
 for basic earnings per share               451      443       448      441 
Effect of dilutive securities (1)             2        -         2        1 
----------------------------------------------------------------------------
Weighted average number of Class A                                          
 Shares and Class B Non-Voting Shares                                       
 for diluted earnings per share             453      443       450      442 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Earnings per share ($)                                                      
Basic                                      0.24     0.28      1.64     1.62 
Diluted                                    0.24     0.28      1.63     1.61 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
1.  The earnings per share calculation does not take into consideration the
    potential dilutive effect of certain stock options since their impact is
    anti-dilutive. For the three and twelve months ended August 31, 2013,
    2,423,065 (2012 - 17,732,912) and 8,201,720 (2012 - 14,320,753) options
    were excluded from the diluted earnings per share calculation,
    respectively. 

 
9. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER
COMPREHENSIVE LOSS 
Components of other comprehensive income and the related income tax
effects for the year ended August 31, 2013 are as follows: 


 
                                                Amount  Income taxes    Net 
                                                     $             $      $ 
----------------------------------------------------------------------------
Items that may subsequently be reclassified to                              
 income                                                                     
Change in unrealized fair value of derivatives                              
 designated as cash flow hedges                      5            (1)     4 
Adjustment for hedged items recognized in the                               
 period                                             (1)            -     (1)
----------------------------------------------------------------------------
                                                     4            (1)     3 
Items that will not be subsequently                                         
 reclassified to income                                                     
Remeasurements on employee benefit plans             4            (1)     3 
----------------------------------------------------------------------------
                                                     8            (2)     6 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Components of other comprehensive income and the related income tax
effects for the three months ended August 31, 2013 are as follows: 


 
                                                  Amount  Income taxes  Net 
                                                       $             $    $ 
----------------------------------------------------------------------------
Items that may subsequently be reclassified to                              
 income                                                                     
Change in unrealized fair value of derivatives                              
 designated as cash flow hedges                        1             -    1 
Adjustment for hedged items recognized in the                               
 period                                               (1)            -   (1)
----------------------------------------------------------------------------
                                                       -             -    - 
Items that will not be subsequently reclassified                            
 to income                                                                  
Remeasurements on employee benefit plans               4            (1)   3 
----------------------------------------------------------------------------
                                                       4            (1)   3 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Components of other comprehensive loss and the related income tax
effects for the year ended August 31, 2012 are as follows: 


 
                                                   Amount  Income taxes Net 
                                                        $             $   $ 
----------------------------------------------------------------------------
Items that may subsequently be reclassified to                              
 income                                                                     
Adjustment for hedged items recognized in the                               
 period                                                (3)            1  (2)
Unrealized gain on available-for-sale investment        4            (1)  3 
Reclassification of realized gain on available-                             
 for-sale investment                                   (4)            1  (3)
----------------------------------------------------------------------------
                                                       (3)            1  (2)
Items that will not be subsequently reclassified                            
 to income                                                                  
Remeasurements on employee benefit plans              (83)           21 (62)
----------------------------------------------------------------------------
                                                      (86)           22 (64)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Components of other comprehensive loss and the related income tax
effects for the three months ended August 31, 2012 are as follows: 


 
                                                  Amount  Income taxes  Net 
                                                       $             $    $ 
----------------------------------------------------------------------------
Items that may subsequently be reclassified to                              
 income                                                                     
Change in unrealized fair value of derivatives                              
 designated as cash flow hedges                       (2)            1   (1)
Adjustment for hedged items recognized in the                               
 period                                               (1)            -   (1)
Unrealized gain on available-for-sale investment       1            (1)   - 
Reclassification of realized gain on available-                             
 for-sale investment                                  (1)            1    - 
----------------------------------------------------------------------------
                                                      (3)            1   (2)
Items that will not be subsequently reclassified                            
 to income                                                                  
Remeasurements on employee benefit plans              (7)            2   (5)
----------------------------------------------------------------------------
                                                     (10)            3   (7)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Accumulated other comprehensive loss is comprised of the following: 


 
                                                  August 31,     August 31, 
                                                        2013           2012 
                                                           $              $ 
----------------------------------------------------------------------------
Items that may subsequently be reclassified to                              
 income                                                                     
Fair value of derivatives                                  2             (1)
                                                                            
Items that will not be subsequently                                         
 reclassified to income                                                     
Remeasurements on employee benefit plans                 (89)           (92)
----------------------------------------------------------------------------
                                                         (87)           (93)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
10. STATEMENTS OF CASH FLOWS 
Disclosures with respect to the Consolidated Statements of Cash Flows
are as follows: 
i. Funds flow from operations  


 
                                                Three months                
                                                ended August    Year ended  
                                                     31,        August 31,  
                                               -------------- --------------
                                                  2013   2012    2013   2012
                                                     $      $       $      $
----------------------------------------------------------------------------
Net income                                         117    133     784    761
Adjustments to reconcile net income to funds                                
 flow from operations:                                                      
  Amortization                                     224    211     858    813
  Program rights                                    32     13    (31)   (42)
  Deferred income tax expense (recovery)            44     12     121   (43)
  Equity income from associates                      -      1       -      -
  CRTC benefit obligation                            -      -       -      2
  CRTC benefit obligation funding                 (15)   (17)    (52)   (48)
  Gain on sale of cablesystem (note 4)               -      -    (50)      -
  Divestment costs (note 4)                          -      -       5      -
  Gain on sale of associate (note 4)                 2      -     (7)      -
  Gain on remeasurement of interests in equity                              
   investments                                       -      -       -    (6)
  Share-based compensation                           1      1       4      5
  Defined benefit pension plans                      4   (24)   (288)   (13)
  Gain on derivative instruments                     -      -       -    (1)
  Realized loss on settlement of derivative                                 
   instruments                                       -      -       -    (7)
  Accretion of long-term liabilities and                                    
   provisions                                        2      3       9     14
  Settlement of amended cross-currency interest                             
   rate agreements                                   -      -       -  (162)
  Write-down of properties (note 12)                14     20      14     20
  Other                                              4      2      13      6
----------------------------------------------------------------------------
Funds flow from operations                         429    355   1,380  1,299
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
ii. Interest and income taxes paid and classified as operating
activities are as follows:  


 
                     Three months ended August                              
                                31,                 Year ended August 31,   
                   ---------------------------- ----------------------------
                             2013          2012           2013          2012
                                $             $              $             $
----------------------------------------------------------------------------
Interest                       32            33            315           328
  Income taxes                 19            49            154           218
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
iii. Non-cash transactions:  
The Consolidated Statements of Cash Flows exclude the following
non-cash transactions: 


 
                                       Three months ended  Year ended August
                                           August 31,             31,       
                                       ------------------ ------------------
                                            2013     2012      2013     2012
                                               $        $         $        $
----------------------------------------------------------------------------
Issuance of Class B Non-Voting Shares:                                      
 Dividend reinvestment plan                   35       27       126       98
Issuance of promissory note:                                                
 Transactions with a related party                                          
 (note 4)                                      3        -        48        -
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
11. OTHER LONG-TERM LIABILITIES 
During the first quarter, the Company's non-contributory defined
pension plan became partially funded as the Company made
discretionary contributions of $300 to a Retirement Compensation
Arrangement Trust.  
12. OTHER GAINS (LOSSES) 
Other gains (losses) 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 minor investments, and the Company's share of
the operations of Burrard Landing Lot 2 Holdings Partnership. During
the prior year, the category also included a pension curtailment gain
of $25 and a loss of $26 in respect of the electrical fire and
resulting water damage to Shaw Court that occurred during the fourth
quarter, including a write-down of $20 related to the damages
sustained to the building and its contents. During the current year,
the Company received insurance advances of $5 related to its claim
for costs that were incurred in the fourth quarter of fiscal 2012 and
incurred additional costs of $13 in respect of ongoing recovery
activities. During the fourth quarter of the current year, the
Company decided to discontinue further construction on a real estate
project which resulted in a write-down of $14 and classification of
$11 as assets held for sale at August 31, 2013.
Contacts:
Shaw Communications Inc.
Investor Relations
investor.relations@sjrb.ca
www.shaw.ca
 
 
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