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Shaw Communications Announces Third Quarter Results-Continued Strong Growth in Free Cash Flow and Customer Levels, Part 3 of 3.


Business Editors/High-Tech Writers

Part 3

CALGARY Calgary (kăl`gərē), city (1991 pop. 710,677), S Alta., Canada, at the confluence of the Bow and Elbow rivers. The largest city in Alberta and the fastest-growing major city in Canada, Calgary is a corporate, transportation, and financial , Alberta--(BUSINESS WIRE)--June 27, 2003

The interim consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
 follow the same accounting policies and methods of application as the most recent annual consolidated financial statements except as noted in the following changes.

Adoption of recent Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  accounting pronouncements

(i) Foreign currency translation

Commencing September September: see month.  1, 2002, the Company retroactively ret·ro·ac·tive  
adj.
Influencing or applying to a period prior to enactment: a retroactive pay increase.



[French rétroactif, from Latin
 adopted the amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 Canadian standard for foreign currency translation which is consistent with U.S. standards and eliminates the deferral deferral - Waiting for quiet on the Ethernet.  and amortization method of accounting for unrealized translation gains and losses on non-current monetary assets and liabilities Monetary assets and liabilities

Assets and liabilities with contractual payoffs.
 that are not hedged hedge  
n.
1. A row of closely planted shrubs or low-growing trees forming a fence or boundary.

2. A line of people or objects forming a barrier: a hedge of spectators along the sidewalk.
 and requires exchange gains and losses to be included in net income in the period they are incurred. Upon adoption of this amended standard September 1, 2002, deferred unamortized foreign exchange losses net of gains amounting to $12,378 (net of taxes) were eliminated and charged against the opening retained earnings Retained Earnings

The percentage of net earnings not paid out in dividends, but retained by the company to be reinvested in its core business or to pay debt. It is recorded under shareholders equity on the balance sheet.
 as at September 1, 2001. As prior years were restated upon adoption, the Company's net loss decreased by $11,581 ($0.05 per share) and $5,674 ($0.03 per share) for the prior year quarter and year to date respectively.

(ii) Stock-based compensation and other stock-based payments

Commencing September 1, 2002, the Company adopted the new Canadian New Canadian
Noun

Canad a recent immigrant to Canada
 standard for stock-based compensation and other stock-based payments which requires that all stock-based awards granted to non-employees be accounted for at fair value. With limited exceptions relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 direct awards of stock, awards required or expected to be settled in cash and stock appreciation rights, the new standard permits the Company to continue its current policy of not recording any compensation cost on the grant of stock options to employees. No restatement Restatement

A revision in a company's earlier financial statements.

Notes:
The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error.
 of prior periods was required as a result of the adoption of the new standard. See note 5 for full disclosure as required by this standard.

Reclassification Reclassification

The process of changing the class of mutual funds once certain requirements have been met. These requirements are generally placed on load mutual funds. Reclassification is not considered to be a taxable event.


To be consistent with other practices throughout the Company, in fiscal 2003 the Company retroactively changed the presentation of equipment revenue and cost of sales in respect of sale of DCT (Discrete Cosine Transform) An algorithm that is widely used for data compression. Similar to Fast Fourier Transform, DCT converts data (pixels, waveforms, etc.) into sets of frequencies. The first frequencies in the set are the most meaningful; the latter, the least.  and modem modem [modulator/demodulator], an external device or internal electronic circuitry used to transmit and receive digital data over a communications line normally used for analog signals.  equipment at a subsidized sub·si·dize  
tr.v. sub·si·dized, sub·si·diz·ing, sub·si·diz·es
1. To assist or support with a subsidy.

2. To secure the assistance of by granting a subsidy.
 cost to cable and Internet Internet

Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the
 subscribers. Prior to fiscal 2003, Shaw accounted for the price charged to the subscriber subscriber,
n the person, usually the employee, who represents the family unit in relation to the prepayment plan. Other family members are
dependents. Also called
certificate holders or
enrollees.
 for a DCT or modem as a cost recovery on the equipment provided as part of the service connection process. The price charged to the subscriber for a DCT or modem is now recorded as equipment revenue offset by an equal cost of sale. As a result of the change in accounting presentation, cable revenue and expenses have increased by $6,416 (2002 - $3,126) and $20,612 (2002 - $21,983) respectively for the three and nine month periods ended May 2003. The three and nine months ended May 2002 have been restated by $4,000 and $20,600 respectively to net DTH (Direct-To-Home) Typically refers to satellite TV broadcasting directly to a dish antenna on the roof of a house. See DBS.  dealer discounts against revenue. Previously these discounts were included in expense. There is no impact on operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 or earnings as a result of these changes.

BUSINESS SEGMENT INFORMATION

The Company provides cable television services, high-speed Internet See broadband.  access and Internet infrastructure services (Big Pipe) ("Cable"); DTH (Star Choice) satellite services; and, satellite distribution services. All of these operations are located in Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of  except for two small cable television systems located in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Information on operations by segment is as follows:


Operating revenue and income (loss) before amortization

                         Three months ended     Nine months ended
                                 May 31,              May 31,
                        -----------------------------------------

                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------
Revenue
 Cable                   377,067    356,993  1,119,732  1,028,477
 DTH                     121,628    109,414    366,285    309,158
 Satellite services       29,497     30,303     89,806     90,460
-----------------------------------------------------------------
                         528,192    496,710  1,575,823  1,428,095
Inter segment -
 Cable                      (664)      (471)    (1,966)    (1,237)
 DTH                      (1,311)         -     (3,919)         -
 Satellite services       (4,558)    (3,508)   (13,517)   (10,925)
-----------------------------------------------------------------
                         521,659    492,731  1,556,421  1,415,933
-----------------------------------------------------------------
-----------------------------------------------------------------
Operating income
 (loss) before
 amortization(1)
 Cable                   185,428    160,127    541,181    435,033
 DTH                      15,010        399     32,558    (16,367)
 Satellite services       10,411     11,231     31,260     33,392
 Corporate
  restructuring                -          -          -     (4,600)
 Satellite
  restructuring                -          -     (4,850)         -
 DTH write-down of
  inventory               (4,400)         -     (4,400)         -
-----------------------------------------------------------------
                         206,449    171,757    595,749    447,458
-----------------------------------------------------------------
-----------------------------------------------------------------

(1) Operating income (loss) before amortization is presented because
    it is a widely accepted financial indicator of a company's
    ability to service and/or incur debt. Operating income (loss)
    before amortization is not a measurement in accordance with
    Canadian or US GAAP and should not be considered as an
    alternative to net income or any other measure of performance
    required by Canadian or US GAAP.

Capital expenditures

                         Three months ended     Nine months ended
                                May 31,               May 31,
                         ----------------------------------------

                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------
Capital expenditures
 accrual basis
 Cable                    38,574     86,948    128,235    467,825
 Corporate(1)             12,763     13,772     28,493     69,142
-----------------------------------------------------------------
 Sub-total Cable
  including corporate     51,337    100,720    156,728    536,967
-----------------------------------------------------------------
 DTH                         819     17,444     30,857     61,077
 Satellite services          385     16,148      1,888     20,365
-----------------------------------------------------------------
 Sub-total Satellite       1,204     33,592     32,745     81,442
-----------------------------------------------------------------
Total capital
 expenditures accrual
 basis                    52,541    134,312    189,473    618,409
Change in working
 capital related to
 capital expenditures       (410)    56,855     13,908     45,314
-----------------------------------------------------------------
Capital expenditures
 cash flow                52,131    191,167    203,381    663,723
-----------------------------------------------------------------
-----------------------------------------------------------------

Equipment subsidies
 Cable                    13,001      2,621     60,495     46,438
 Satellite                22,593     13,469     68,701     57,561
-----------------------------------------------------------------
                          35,594     16,090    129,196    103,999
-----------------------------------------------------------------
-----------------------------------------------------------------
Total capital
 expenditures on an
 accrual basis
 including equipment
 subsidies
 Cable                    64,338    103,341    217,223    583,405
 Satellite                23,797     47,061    101,446    139,003
-----------------------------------------------------------------
                          88,135    150,402    318,669    722,408
-----------------------------------------------------------------
-----------------------------------------------------------------

(1) Includes the Company's 38.3% proportionate share or $3,066 and
    $7,320 for the quarter and year to date respectively, of capital
    expenditures in respect of the Burrard Landing Lot 2 Holdings
    Partnership ("Partnership") which the Company is required to
    proportionately consolidate (see Note 1 to the Company's 2002
    Consolidated Financial Statements.) As the Partnership is
    financed by its own credit facility, this is a non-cash item for
    the Company.


Assets
                                    May 31, 2003
                ----------------------------------------------------
                                Cable      DTH  Satellite      Total
                                                 services
                                    $        $          $          $
--------------------------------------------------------------------
Segment assets              6,213,064  990,355    563,656  7,767,075
---------------------------------------------------------
---------------------------------------------------------
Corporate assets                                             219,220
                                                           ---------
                                                           ---------
Total assets                                               7,986,295
                                                           ---------
                                                           ---------


                                    August 31, 2002
                ----------------------------------------------------
                                Cable      DTH  Satellite      Total
                                                 services
                                    $        $          $          $
--------------------------------------------------------------------
Segment assets              6,520,696  996,503    637,371  8,154,570
---------------------------------------------------------
---------------------------------------------------------
Corporate assets                                             344,259
                                                           ---------
                                                           ---------
Total assets                                               8,498,829
                                                           ---------
                                                           ---------


3. INTANGIBLES

The changes in the carrying amount of intangibles for the nine months
ended May 31, 2003 are as follows:

                                     Broadcast licenses     Goodwill
                                                      $            $
--------------------------------------------------------------------
Balance as of September 1, 2002               4,877,256      145,865
Business acquisition                              3,634            -
Business divestiture                                  -      (16,917)
Write-down of goodwill                                       (50,000)
Estimated loss on sale of U.S. assets           (80,000)           -
--------------------------------------------------------------------
Balance as of May 31, 2003                    4,800,890       78,948
--------------------------------------------------------------------
--------------------------------------------------------------------


4. LONG-TERM DEBT (1)

                                Effective       May 31,    August 31,
                           Interest rates         2003          2002
                                        %            $             $
--------------------------------------------------------------------
Corporate
Bank loans                      Fixed and      689,214       425,106
                                 variable
Senior notes -
 Due April 11, 2005                  7.05      275,000       275,000
 Due October 17, 2007                7.40      300,000       300,000
 U.S. $440 million due
  April 11, 2010                     7.88      602,140       685,872
 U.S. $225 million due
  April 6, 2011                      7.68      307,912       350,729
 U.S. $300 million due
  December 15, 2011                  7.61      410,550       467,640
--------------------------------------------------------------------
                                             2,584,816     2,504,347
--------------------------------------------------------------------
Cancom
Bank loans (2)                   Variable            -       253,800
Subordinated credit facility     Variable            -        40,000
Structured Note, due
 December 15, 2003                   7.00      250,000       250,000
--------------------------------------------------------------------
                                               250,000       543,800
--------------------------------------------------------------------
Star Choice
U.S. $150 million Senior
 secured notes                      13.00      205,275       233,820
--------------------------------------------------------------------
Other subsidiaries
Videon CableSystems Inc.
 8.15% Senior Debentures
 Series "A" due April 26, 2010       7.63      130,000       130,000
Big Pipe Ventures, L.P.          Variable            -        50,000
Burrard Landing Lot 2
 Partnership                     Variable       14,429         7,670
--------------------------------------------------------------------
                                               144,429       187,670
--------------------------------------------------------------------
Total consolidated debt                      3,184,520     3,469,637
Less current portion (3)                       271,421             -
--------------------------------------------------------------------
                                             2,913,099     3,469,637
--------------------------------------------------------------------
--------------------------------------------------------------------

(1) Availabilities under  banking facilities are as follows at
May 31, 2003:

                       Total Operating  Revolving     Term(a) Term(2)
                           $         $          $        $         $
                   -------------------------------------------------
Total facilities   1,779,213    65,000  1,150,000  214,213   350,000
Amount drawn
 (excluding letters
  of credit)         689,213         -    125,000  214,213   350,000
                   -------------------------------------------------
                   1,090,000    65,000  1,025,000        -         -
                   -------------------------------------------------
                   -------------------------------------------------

The amount available under the revolving facility amortizes such that
the facility expires April 30, 2007:

Date                   Amount Available                %
--------------------------------------------------------
February 28, 2003          $  1,150,000              100
October 31, 2003              1,092,500               95
April 30, 2004                1,035,000               90
October 31, 2004                948,750             82.5
April 30, 2005                  862,500               75
October 31, 2005                718,750             62.5
April 30, 2006                  575,000               50
October 31, 2006                287,500               25
April 30, 2007                        -                0

(a) Amortizes on the same basis as the revolving facility.

(2) A syndicate of banks has provided the Company with an unsecured
    term loan in the amount of $350,000 due February 10, 2006.  The
    proceeds of the loan were invested in preferred shares of Cancom,
    which in turn used the proceeds to repay in full the amounts
    outstanding under its $350,000 senior credit facility.  Cancom's
    credit facility was then cancelled.  The loan is subject to
    essentially the same terms and conditions as the Company's
    existing unsecured credit facility.  During the current quarter,
    the Company entered into interest rate hedges to fix the
    interest rate at 5.95% for the duration of the loan.

(3) Current portion of long term debt includes the Cancom Structured
    Note and current portion of the term facilities.

5. SHARE CAPITAL

Issued and outstanding

    Number of Securities
--------------------------
     May 31,   August 31,                         May 31,  August 31,
       2003         2002                            2003        2002
---------------------------------------------------------------------
---------------------------------------------------------------------
                                                        $           $
 11,362,232   11,373,972  Class A Shares            2,491       2,493
220,485,292  220,473,552  Class B non-voting
                           Shares               2,107,369   2,107,367
---------------------------------------------------------------------
231,847,524  231,847,524                        2,109,860   2,109,860
---------------------------------------------------------------------
                          EQUITY INSTRUMENTS
                          COPrS -
  5,700,000    5,700,000  8.45% Series A
                           U.S. $142.5 million
                           due Sept. 30, 2046     192,871     192,871
    100,000      100,000  8.54% Series B
                           due Sept. 30, 2027      98,467      98,467
  6,900,000    6,900,000  8.50% Series
                           U.S. $172.5 million
                           due Sept. 30, 2097     252,525     252,525
  6,000,000    6,000,000  8.875% Series
                           due Sept. 28, 2049     147,202     147,202
---------------------------------------------------------------------
                                                  691,065     691,065
---------------------------------------------------------------------
                          SHELS -
          -       33,923  Series III -
                           U.S. $33.9 million           -      50,342
          -       28,853  Series IV -
                           U.S. $28.9 million           -      42,726
          -       57,583  Series V -
                           U.S $57.6 million            -      90,481
---------------------------------------------------------------------
                                                        -     183,549
---------------------------------------------------------------------
                          Zero Coupon Loan -
                           U.S. $22.8 million      33,858      33,858
---------------------------------------------------------------------
                                                2,834,783   3,018,332
---------------------------------------------------------------------
---------------------------------------------------------------------



The Series V SHELS SHELS Shuttle Hitchhiker Experiment Launch System
SHELS Shuttle Hitchhiker Ejectable Launch System
 were redeemed re·deem  
tr.v. re·deemed, re·deem·ing, re·deems
1. To recover ownership of by paying a specified sum.

2. To pay off (a promissory note, for example).

3.
 on February February: see month.  28, 2003 by delivering the underlying security of 5,326,827 Terayon Terayon Communication Systems, Inc. is a company that sells equipment to broadband service providers for delivering broadband voice, video and data services to residential and business subscribers.  shares. The proceeds on the surrender To give up, return, or yield.

The word surrender presupposes the possession or ownership of the thing that is to be returned or given up. It indicates a transfer of title as well as possession, but it does not express or in any way suggest the transaction of a sale
 of the Terayon shares was recorded using the SHELS historical cost which resulted in a gain of $44,179 on redemption The liberation of an estate in real property from a mortgage.

Redemption is the process by which land that has been mortgaged or pledged is bought back or reclaimed. It is accomplished through a payment of the debt owed or a fulfillment of the other conditions.
 of the SHELS.

The Series III and IV SHELS were redeemed on May 31, 2003 by delivering the underlying security of 1,452,506 Liberate (Liberate Technologies, San Mateo, CA) A software company that specialized in the information appliance field. Formerly Network Computer, Inc. (NCI), a spin-off from Oracle in 1996, it changed its name in 1999.  shares. The proceeds on the surrender of the Liberate shares was recorded using the SHELS historical cost which resulted in a gain of $44,561 and $30,781 on redemption of the SHELS III and IV, respectively.

Stock option plan

Under a stock option plan, directors, officers, employees and consultants of the Company are eligible to receive stock options to acquire Class B non-voting non-voting adj non-voting shares → azioni fpl senza diritto di voto  Shares with terms not to exceed 10 years from the date of grant. Twenty five percent of the options are exercisable on each of the first four anniversary dates from the date of the original grant. The options must be issued at not less than their fair market value of the Class B non-voting Shares at the date of grant. The maximum number of Class B non-voting Shares issuable under this plan and the warrant plan described below may not exceed 16,000,000.

The changes in options in the nine months ended May 31, 2003 are as follows:


                                                Weighted average
                                                  exercise price
                                     Shares                    $
----------------------------------------------------------------
Outstanding at August 21, 2002    8,303,000                32.58
Granted                             858,000                32.62
Exercised                                 -                    -
Forfeited                        (1,194,000)               32.65
----------------------------------------------------------------
Outstanding at May 31, 2003       7,967,000                32.58
----------------------------------------------------------------
----------------------------------------------------------------

The following table summarizes information about the options
outstanding at May 31, 2003:

                           Weighted
                Number      average   Weighted      Number   Weighted
           outstanding    remaining    average exercisable    average
Range of     at May 31, contractual   exercise   at May 31,  exercise
Prices            2003         life      price        2003      price
---------------------------------------------------------------------
29.70 -
 34.08       7,967,000         7.68      32.58   3,994,831      32.53
---------------------------------------------------------------------
---------------------------------------------------------------------



For common share options granted to employees, had the Company determined compensation costs based on the "fair values" at grant dates of the common share options granted consistent with the method prescribed pre·scribe  
v. pre·scribed, pre·scrib·ing, pre·scribes

v.tr.
1. To set down as a rule or guide; enjoin. See Synonyms at dictate.

2. To order the use of (a medicine or other treatment).
 under CICA CICA Competition In Contracting Act of 1984 (USA)
CICA Canadian Institute of Chartered Accountants
CICA Competition In Contracting Act
CICA Criminal Injuries Compensation Authority (UK) 
 Handbook
For the handbook about Wikipedia, see .

This article is about reference works. For the subnotebook computer, see .
"Pocket reference" redirects here.
 Section 3870, the Company's loss per share would have been reported as the proforma Proforma

A financial projection based on assumptions.
 amounts indicated below:


                       Three months ended          Nine months ended
                             May 31, 2003               May 31, 2003
--------------------------------------------------------------------
Net loss for the period           (13,240)                   (51,972)
Proforma loss for the period      (18,607)                   (67,674)
Proforma loss per share             (0.12)                     (0.42)
--------------------------------------------------------------------
--------------------------------------------------------------------



The weighted average estimated "fair value" at the date of the grant for common share options granted for the nine months ended May 31, 2003 was $1.39 per share. The "fair value" of each option granted was estimated on the date of the grant using the Black-Scholes option pricing model option pricing model

A mathematical formula for determining the price at which an option should trade. The model expresses the value of an option as a function of the value of the underlying asset, length of time until maturity, exercise price, yields on
 with the following assumptions:


                       Three months ended          Nine months ended
                             May 31, 2003               May 31, 2003
--------------------------------------------------------------------

Dividend yield                       0.38%                      0.34%
Risk-free interest rate              3.30%                      3.02%
Expected life of options          4 years                    4 years
Expected volatility factor of
 the future expected market price
 of Class B non-voting Shares        36.5%                      41.7%
--------------------------------------------------------------------
--------------------------------------------------------------------



For the purposes of proforma disclosures, the estimated "fair value" of the options is amortized to expense over the options' vesting Vesting

The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account.

Notes:
 period on a straight-line straight-line
adj.
1. Lying in a straight line.

2. Relating to a device whose linkage produces or copies motion in straight lines.

3.
 basis.

Other stock options

In conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with the acquisition of Cancom, holders of Cancom options elected e·lect  
v. e·lect·ed, e·lect·ing, e·lects

v.tr.
1. To select by vote for an office or for membership.

2. To pick out; select: elect an art course.
 to receive 0.9 of a Shaw Class B non-voting Share in lieu of Instead of; in place of; in substitution of. It does not mean in addition to.  one Cancom share which would have been received upon the exercise of an option under the Cancom plan.

At May 31, 2003, there were 88,002 Cancom options outstanding with exercise prices between $7.75 and $23.25 and a weighted average price of $12.50. The weighted average remaining contractual life of the Cancom options is 3.1 years. At May 31, 2003, 53,666 Cancom options were exercisable into 48,299 Class B non-voting Shares of the Company at a weighted average price of $15.63 per Class B non-voting Share.

Warrants

Prior to the Company's acquisition and consolidation of Cancom effective July July: see month.  1, 2000, Cancom and its subsidiary Star Choice had established a plan to grant warrants to acquire Cancom common shares at a price of $22.50 per share to distributors and dealers. The Company provided for this obligation (using $25 per equivalent Shaw Class B non-voting Share) in assigning as·sign  
tr.v. as·signed, as·sign·ing, as·signs
1. To set apart for a particular purpose; designate: assigned a day for the inspection.

2.
 fair values to the assets and liabilities in the purchase equation on consolidation based on the market price of the Shaw Class B non-voting Shares at that time. Accordingly, the issue of the warrants under the plan had no impact on the earnings of the Company.

A total of 262,807 warrants remain outstanding under the plan and vest evenly over a four year period. At May 31, 2003, 122,929 of these warrants had vested vested adj. referring to having an absolute right or title, when previously the holder of the right or title only had an expectation. Examples: after 20 years of employment Larry Loyal's pension rights are now vested. (See: vest, vested remainder) .


6. LOSS AND CASH FLOW PER SHARE

Loss and cash flow per share calculations are as follows:

                         Three months ended     Nine months ended
                                 May 31,               May 31,
                         ----------------------------------------

                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------
Loss per share
Net loss                 (13,240)   (79,328)   (51,972)  (211,971)
Equity entitlements,
 net of tax              (10,007)   (10,704)   (30,058)   (32,354)
-----------------------------------------------------------------
                         (23,247)   (90,032)   (82,030)  (244,325)
-----------------------------------------------------------------
-----------------------------------------------------------------

Loss per share -
 basic and diluted         (0.10)     (0.39)     (0.35)     (1.05)
-----------------------------------------------------------------
-----------------------------------------------------------------

Cash flow per share
Cash flow from
 operations              138,339     98,559    378,626    224,851
Equity entitlements,
 net of tax              (10,007)   (10,704)   (30,058)   (32,354)
-----------------------------------------------------------------
                         128,332     87,855    348,568    192,497
-----------------------------------------------------------------
-----------------------------------------------------------------

Cash flow per share
Basic                       0.55       0.38       1.50       0.83
Diluted                     0.47       0.36       1.28       0.83
-----------------------------------------------------------------
-----------------------------------------------------------------

Weighted average
 number of Class A and
 B non-voting
 Shares used as
  denominator in above
  calculations
  (thousands of shares)  231,848    231,839    231,848    231,812
-----------------------------------------------------------------
-----------------------------------------------------------------



Class B non-voting Shares issuable under the terms of the Company's stock option plans are anti-dilutive (decrease loss per share) and are therefore not included in calculating diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 loss per share.

Diluted cash flow per share

The diluted cash flow per share is calculated by adding back the dividends net of tax on the equity entitlements and by adding to the weighted average number of Class A and Class B non-voting Shares outstanding during the period, the number of shares that would be issued (three months ended May 31, 2003 and 2002 - 63,785,000 and 42,029,000 respectively; nine months ended May 31, 2003 and 2002 - 64,282,000 and 36,952,000 respectively) to settle the principal element of the equity instruments based on the opening market prices on the Class B non-voting Shares.

7. STATEMENTS OF CASH FLOWS

Additional disclosures with respect to the Consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 Statements of Cash Flows are as follows:


(i) Cash flow from operations

                         Three months ended     Nine months ended
                                May 31,               May 31,
                        -----------------------------------------

                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------
Net loss                 (13,240)   (79,328)   (51,972)  (211,971)
Non-cash items:
 Amortization of
  deferred charges and
  property, plant and
  equipment              150,222    155,270    451,984    440,360
 Amortization of
  deferred IRU revenue    (2,953)    (1,632)    (8,858)    (8,328)
 Future income taxes      10,483    (30,017)    (3,988)   (91,988)
 Gain on sale of
  investments             (1,111)      (247)    (1,228)    (2,604)
 Write-down of GT
  Group Telecom Inc.           -    268,928          -    268,928
 Write-down of
  investments             15,000          -     15,000          -
 Gain on redemption of
  SHELS                  (75,342)  (218,327)  (119,521)  (218,327)
 Dilution loss on
  issuance of stock by
  equity investee              -          -          -        571
 Loss on sale of
  satellite assets             -      1,281      3,800      1,281
 Foreign exchange gain
  on unhedged long-term
  debt                   (23,935)   (15,335)   (39,436)    (4,725)
 Provision for loss on
  sale and write-down
  of assets               80,000          -    130,000          -
 Equity (income) loss
  on investees               (53)    18,176      1,941     52,790
 Other                      (732)      (210)       904     (1,136)
-----------------------------------------------------------------
Cash flow from
 operations              138,339     98,559    378,626    224,851
-----------------------------------------------------------------
-----------------------------------------------------------------

(ii) Changes in non-cash working capital balances related to
operations include the following:

                         Three months ended     Nine months ended
                                 May 31,              May 31,
                        -----------------------------------------

                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------

Accounts receivable       12,218       (285)    40,764     30,654
Prepaids and other        (2,132)     6,956      3,745     (1,140)
Accounts payable and
 accrued liabilities     (21,342)   (49,236)   (40,720)   (95,444)
Income taxes payable        (495)       579      1,962      9,587
Unearned revenue          (3,998)     5,702      3,278      9,173
-----------------------------------------------------------------
                         (15,749)   (36,284)     9,029    (47,170)
-----------------------------------------------------------------
-----------------------------------------------------------------

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

                         Three months ended     Nine months ended
                                 May 31,               May 31,
                        -----------------------------------------

                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------
Interest                  81,347     92,572    213,991    206,756
Income taxes               1,904       (766)     5,073     (4,918)
-----------------------------------------------------------------
-----------------------------------------------------------------



8. UNITED STATES ACCOUNTING PRINCIPLES

The consolidated financial statements of the Company are prepared in Canadian dollars Noun 1. Canadian dollar - the basic unit of money in Canada; "the Canadian dollar has the image of loon on one side of the coin"
loonie

dollar - the basic monetary unit in many countries; equal to 100 cents
 in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with accounting principles generally accepted in Canada ("Canadian GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
"). The following adjustments and disclosures would be required in order to present these consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").


                         Three months ended     Nine months ended
                                May 31,               May 31,
                        -----------------------------------------
                            2003       2002       2003       2002
                               $          $          $          $
-----------------------------------------------------------------

Net loss using
 Canadian GAAP           (13,240)   (79,328)   (51,972)  (211,971)
 Add (deduct)
  adjustments for:
 Deferred charges (2)     (1,939)    23,713    (20,036)    14,906
 Foreign exchange
  gains (3)              147,841     94,720    243,585     40,793
 Equity in loss of
  investees (4)                -     (6,338)     2,001    (20,014)
 Entitlements on
  equity instruments
  (8)                    (16,404)   (17,841)   (49,275)   (53,925)
 Adjustment to
  write-down of GT
  Group Telecom Inc.           -     28,374          -     28,374
 Income tax effect of
  adjustments            (19,516)   (22,417)   (17,774)     7,423
-----------------------------------------------------------------
 Net income (loss)
  using U.S. GAAP         96,742     20,883    106,529   (194,414)
-----------------------------------------------------------------

Unrealized foreign
 exchange loss on
 translation of
 self-sustaining
 foreign operations      (11,154)    (7,348)   (18,762)    (1,527)
Unrealized gains on
 available-for-sale
 securities, net of
 tax (7)
 Unrealized holding
 gains (losses)
 arising during the
 period                      780     (4,821)        45     35,206
 Less:
 reclassification
 adjustments for gains
 included in net
 income                  (59,208)  (181,649)   (95,879)  (180,425)
-----------------------------------------------------------------
                         (69,582)  (193,818)  (114,596)  (146,746)
Adjustment to fair
 value of
 derivatives (9)        (138,003)   (58,506)  (180,722)   (27,439)
-----------------------------------------------------------------
                        (207,585)  (252,324)  (295,318)  (174,185)
-----------------------------------------------------------------
Comprehensive loss
 using U.S. GAAP        (110,843)  (231,441)  (188,789)  (368,599)
-----------------------------------------------------------------
-----------------------------------------------------------------

Net income (loss) per
 share using U.S. GAAP      0.42       0.09       0.46      (0.84)
Comprehensive loss
 per share using U.S.
 GAAP                      (0.48)     (1.00)     (0.81)     (1.59)
-----------------------------------------------------------------
-----------------------------------------------------------------


Balance sheet items using U.S. GAAP

                                    May 31,            August 31,
                                      2003                  2002
                             ------------------   -------------------
                             Canadian      U.S.   Canadian       U.S.
                                 GAAP      GAAP       GAAP       GAAP
                                    $         $          $          $
---------------------------------------------------------------------

Investments and
 other assets(7)               42,099    65,446    133,602    280,231
Derivative instruments
 asset(9)                           -         -          -    110,096
Deferred charges (2)(3)       181,258    44,093    219,916     59,532
Broadcast licenses
 (1)(5)(6)                  4,800,890 4,775,656  4,877,256  4,852,022
Deferred credits (3)          762,148   607,443    633,259    618,941
Derivative instruments
 liability (9)                      -   115,454          -          -
Future income taxes         1,001,978   975,833  1,004,559  1,007,287
Long-term debt (8)          3,184,520 3,896,847  3,469,637  4,433,869
Shareholders' equity        2,488,999 1,703,016  2,779,108  1,897,573
---------------------------------------------------------------------

The cumulative effect of these adjustments on consolidated
shareholders' equity is as follows:

                                         May 31,           August 31,
                                           2003                 2002
                                              $                    $
---------------------------------------------------------------------

Shhareholders' equity using
 Canadian GAAP                        2,488,999            2,779,108
Amortization of intangible
 assets (1)                            (123,542)            (123,542)
Deferred charges (2)                    (41,428)             (30,308)
Foreign exchange gains (losses) (3)     127,587              (22,998)
Equity in loss of investees (4)         (59,469)             (61,110)
Gain on sale of subsidiary (5)           13,822               13,822
Gain on sale of cable television
 systems (6)                             47,501               47,501
Equity instruments (8)                 (705,024)            (942,848)
Accumulated other comprehensive
 income (loss)                          (85,946)             216,194
Write-down of GT Group Telecom
 Inc.(10)                                23,267               23,267
Cumulative translation adjustment        17,249               (1,513)
---------------------------------------------------------------------
Shareholders' equity using
 U.S. GAAP                            1,703,016            1,897,573
---------------------------------------------------------------------
---------------------------------------------------------------------



Included in shareholders' equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
 is accumulated other comprehensive income In 1997 the Financial Accounting Standards Board issued a Statement on Financial Accounting Standards entitled “Comprehensive Income”. This statement required all income statement items to be reported either as a regular item in the income statement and or a special item as , which refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from income (loss) as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's accumulated other comprehensive income is comprised of the following:


                                         May 31,           August 31,
                                           2003                 2002
                                              $                    $
---------------------------------------------------------------------

Unrealized foreign exchange gain
 (loss) on translation of
 self-sustaining foreign
 operations                             (17,249)               1,513
Unrealized gains on investments (7)      19,382              122,038
Fair value of derivatives (9)           (88,079)              92,643
---------------------------------------------------------------------
                                        (85,946)             216,194
---------------------------------------------------------------------
---------------------------------------------------------------------


Areas of material difference between accounting principles generally accepted in Canada and the United States The United States and Canada share a unique legal relationship. U.S. law looks northward with a mixture of optimism and cooperation, viewing Canada as an integral part of U.S. economic and environmental policy.  and their impact on the consolidated financial statements are as follows:


(1) Amortization of intangibles prior to September 1, 2001 is
    required on a straight-line basis for U.S. GAAP purposes,
    instead of an increasing charge method.

(2) U.S. GAAP requires all costs associated with launch and start-up
    activities and equipment subsidies to be expensed as incurred
    instead of being deferred and amortized.

(3) U.S. GAAP requires exchange gains (losses) on translation of all
    long-term debt, including those unhedged equity instruments
    treated as debt as described in item 8 below, to be included in
    income or expense.

(4) Equity in loss of investees have been adjusted to reflect U.S.
    GAAP.

(5) Gain on a sale of a subsidiary that was not permitted to be
    recognized under Canadian GAAP was required to be recognized
    under U.S. GAAP.

(6) Gain on an exchange of cable systems was required to be recorded
    under U.S. GAAP but may not be recorded under Canadian GAAP.

(7) U.S. GAAP requires equity securities included in investments to
    be carried at fair value rather than cost as required by Canadian
    GAAP.

(8) U.S. GAAP treats equity instruments classified as equity under
    Canadian GAAP as debt and the related interest as an expense
    rather than a dividend.

(9) Under U.S. GAAP, all derivatives are recognized in the balance
    sheet at fair value with gains and losses recorded in income or
    comprehensive income. Under Canadian GAAP, derivatives are not
    recognized in the balance sheet.

(10) Write-down of GT Group Telecom Inc. has been adjusted due to a
     lower investment carrying value under U.S. GAAP.
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