CANWEST GLOBAL COMMUNICATIONS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001

REVISED

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PricewaterhouseCoopers LLP

Chartered Accountants

One Lombard Place

Suite 2300

Winnipeg Manitoba

Canada R3B 0X6

Telephone +1 (204) 926 2400

Facsimile +1 (204) 944 1020

November 1, 2002, except for Note 18 which is as of April 3, 2003
and the revision to Note 20 which is as of June 6, 2003

Auditors’ Report

To the Shareholders of CanWest Global Communications Corp.

We have audited the consolidated balance sheets of CanWest Global Communications Corp. as at August 31, 2002 and August 31, 2001 and the consolidated statements of earnings, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2002 and August 31, 2001 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Our previous report dated November 1, 2002 has been withdrawn and the financial information in accordance with United States Generally Accepted Accounting Principles in Note 20 has been revised as described in Note 20 under the heading Revision of 2002 and prior’s information.

Chartered Accountants
Winnipeg, Canada

November 1, 2002

Comments by Auditors on Canada — U.S. Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph when there are changes in accounting principles that have a material effect on the comparability of the Company’s financial statements, such as the changes described in note 1 to the consolidated financial statements. Our report to the shareholders dated November 1, 2002 is expressed in accordance with Canadian reporting standards which do not require a reference to such changes in accounting principles in the auditors’ report when the changes are properly accounted for and adequately disclosed in the financial statements.

Chartered Accountants
Winnipeg, Canada

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CANWEST GLOBAL COMMUNICATIONS CORP.
CONSOLIDATED BALANCE SHEETS
AS AT AUGUST 31

	2002			2001
ASSETS	$000			$000
Current Assets
Cash		61,090			19,489
Accounts receivable		470,246			475,618
Income taxes recoverable		33,334			—
Inventory		19,836			30,817
Investment in film and television programs		98,096			96,385
Future income taxes		30,013			33,243
Other		13,726			17,840
		726,341			673,392
Investment in Network TEN		4,494			107,210
Other investments		162,361			415,413
Investment in film and television programs		317,176			355,994
Property, plant and equipment		679,224			707,811
Other assets		103,975			130,966
Intangibles		1,096,458			1,080,412
Goodwill		2,631,099			2,828,022
		5,721,128			6,299,220
LIABILITIES
Current Liabilities
Bank loans and advances		—			28,999
Accounts payable		164,988			131,542
Accrued liabilities		227,104			268,891
Income taxes payable		—			1,175
Film and television program accounts payable		64,834			45,084
Deferred revenue		60,596			75,970
Current portion of long term debt		172,753			116,500
		690,275			668,161
Long term debt		3,337,163			3,795,262
Other accrued liabilities		86,217			88,809
Future income taxes		431,562			440,992
		4,545,217			4,993,224
SHAREHOLDERS’ EQUITY
Capital stock		896,422			896,313
Contributed surplus		3,647			3,647
Retained earnings		317,376			475,053
Cumulative foreign currency translation adjustments		(41,534	)		(69,017	)
		1,175,911			1,305,996
		5,721,128			6,299,220

The notes constitute an integral part of the consolidated financial statements.

Signed on behalf of the Board

Director	Director

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CANWEST GLOBAL COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE YEARS ENDED AUGUST 31

		2002			2001
		$000			$000
Revenue			2,272,783			1,944,775
Operating expenses			1,244,263			1,121,392
Selling, general and administrative expenses			558,214			382,312
			470,306			441,071
Amortization of intangibles and goodwill			17,500			90,159
Amortization of property, plant and equipment			74,654			60,565
Other amortization			6,670			5,240
			371,482			285,107
Financing expenses			(376,632	)		(356,755	)
Investment gains net of write-down of investments			32,043			28,630
Dividend income			3,241			2,952
			30,134			(40,066	)
Provision for (recovery of) income taxes			7,108			(59,019	)
Earnings before the following			23,026			18,953
Minority interests			4,330			(3,196	)
Interest in earnings (loss) of Network TEN			(11,815	)		52,567
Interest in loss of other equity accounted affiliates			(1,523	)		(14,491	)
Realized currency translation adjustments			(1,000	)		(7,200	)
Net earnings for the year			13,018			46,633
Net earnings per share:
	Basic	$	0.07		$	0.27
	Diluted	$	0.07		$	0.27

The notes constitute an integral part of the consolidated financial statements.

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CANWEST GLOBAL COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE YEARS ENDED AUGUST 31

		2002			2001
		$000			$000
Retained earnings — beginning of year, as previously reported			475,053			529,112
Adjustment for adoption of new accounting pronouncements			(170,695	)		(5,164	)
Retained earnings – beginning of year, as adjusted			304,358			523,948
Net earnings for the year			13,018			46,633
Dividends
	Cash		—			(49,003	)
	Stock		—			(46,525	)
Retained earnings — end of year			317,376			475,053

The notes constitute an integral part of the consolidated financial statements.

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CANWEST GLOBAL COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED AUGUST 31

			2002			2001
			$000			$000
CASH GENERATED (UTILIZED) BY:
OPERATING ACTIVITIES
Net earnings for the year				13,018			46,633
Items not affecting cash
	Amortization			108,765			166,979
	Interest paid in kind			105,790			75,947
	Future income taxes			11,209			(97,281	)
	Interest in (earnings) loss of Network TEN			11,815			(52,567	)
	Interest in loss of other equity accounted affiliates			1,523			14,491
	Minority interests			(4,330	)		3,196
	Realized currency translation adjustments			1,000			7,200
	Investment gains net of write-down of investments			(32,043	)		(28,630	)
	Write-off of deferred financing fees			—			17,900
Distributions from Network TEN				60,984			71,096
				277,731			224,964
Investment in film and television programs				(194,619	)		(267,437	)
Amortization of film and television programs				132,033			157,629
Other changes in non-cash operating accounts				(55,554	)		(51,406	)
				159,591			63,750
INVESTING ACTIVITIES
Acquisitions				—			(2,007,291	)
Other investments				(5,187	)		(1,733	)
Proceeds from sale of other investments				87,000			65,596
Proceeds from divestitures				390,059			32,454
Purchase of property and equipment				(53,338	)		(49,641	)
				418,534			(1,960,615	)
FINANCING ACTIVITIES
Dividends paid				—			(49,003	)
Issuance of long term debt				3,255			3,903,291
Repayment of long term debt				(510,889	)		(2,030,988	)
Issuance of share capital				109			4,012
Net change in bank loans and advances				(28,999	)		12,744
				(536,524	)		1,840,056
Net change in cash				41,601			(56,809	)
Cash and cash equivalents-
	Beginning of year			19,489			76,298
Cash and cash equivalents –
	End of year			61,090			19,489
Cash flow per share
		Basic	$	1.57		$	1.31
		Diluted	$	1.52		$	1.31

The notes constitute an integral part of the consolidated financial statements.

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CANWEST GLOBAL COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001

1.	SIGNIFICANT ACCOUNTING POLICIES
	The Company is an international media company with interests in broadcast television, publishing, radio, specialty cable channels, out-of-home advertising, production and distribution of film and television programming and internet websites in Canada, Australia, New Zealand, Ireland and Northern Ireland. The Company’s operating segments include television and radio broadcasting, entertainment and publishing and online operations. In Canada, the Television Broadcasting segment includes the operation of the Global Television Network, Global Prime and various other conventional and specialty channels. The Canadian Publishing and Online segment includes the publication of a number of newspapers, including metropolitan daily newspapers, community newspapers and the National Post, as well as operation of the canada.com web portal and other web-based operations. The Entertainment segment includes the operation of Fireworks Entertainment, a producer and distributor of film and television programs. The New Zealand Television Broadcasting segment includes the operations of the TV3 and TV4 Television Networks. The New Zealand Radio Broadcasting segment includes the More FM and RadioWorks radio networks. The Irish Television Broadcasting segment includes the Company’s 45% interest in the Republic of Ireland’s TV3 Television Network. The Corporate and Other segment includes the Company’s 57.5% economic interest in The TEN Group Pty Limited, which owns and operates Australia’s TEN Television Network (“Network TEN”), and various portfolio investments in media operations, including a 29.9% equity interest in Northern Ireland’s Ulster Television plc (“UTV”).
	The Company’s broadcast customer base is comprised primarily of large advertising companies who place advertisements with the Company on behalf of their customers. Publishing revenues include advertising, circulation and subscriptions which are derived from a variety of sources. The Company’s advertising revenues are seasonal. Revenues are highest in the first and third quarters, while expenses are relatively constant throughout the year.
	A summary of significant accounting policies followed in the preparation of these consolidated financial statements is as follows:
	Basis of presentation
	The consolidated financial statements are prepared in accordance with accounting principles generally accepted in Canada. All amounts are expressed in Canadian dollars unless otherwise noted. A reconciliation to accounting principles generally accepted in the United States is provided in note 20.

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Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, and the Company’s pro rata 45% share of the assets, liabilities, and results of operations of TV3 Ireland from March 28, 2001, the date when it ceased to be a subsidiary and became a jointly controlled enterprise.

Investments

The Company accounts for its investment in Network TEN, ROBTv (to the date of its sale on August 31, 2001) and CF Television Inc. (to the date of its sale on September 12, 2001), mentv and Mystery using the equity method. The Company’s accounting for its investment in The National Post Company is described in note 2.

Other investments are recorded at the lower of cost and net realizable value. A provision for loss in value of other investments is made when the decline in current market values is considered other than temporary.

Investment in film and television program rights

(a) Broadcast rights

The Company has entered into various agreements for the rights to broadcast certain feature films and television programs. The Company records a liability for broadcast rights and the corresponding asset when the programs are available for telecast. Broadcast rights are charged to operations as programs are telecast over the anticipated period of use. Broadcast rights are carried at the lower of unamortized cost and net recoverable value based on discounted future cash flows.

(b) Film and television programs

Investment in film and television programs represents the unamortized costs of film and television programs that have been produced by the Company, or for which the Company has acquired distribution rights. Included in investment in film and television programs are film and television programs in progress and in development, and acquired film and television program libraries. Costs of completed film and television programs include all production costs and capitalized interest, which are expected to be recovered from exploitation, exhibition or licencing. Film and television programs in progress represent the accumulated costs of productions that have not yet been completed by the Company.

Costs of film and television programs in development represent expenditures made on projects prior to production, including investments in scripts. Advances or contributions received from third parties to assist in development are deducted from these costs. Upon commencement of production, development costs are reclassified to investment in film and television programs. Development costs are written off at the earlier of when determined not to be recoverable and three years following the year incurred. Costs of advertising and marketing are expensed as incurred.

Amortization of investment in completed films and television programs and accrual of participation costs are calculated using the individual film forecast computation method, based on the ratio that current period revenue earned from the film and television programs bears to management’s estimate of ultimate revenue expected to be recognized from the exploitation of the film or television program.

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Estimates of ultimate future revenue are prepared on a title-by-title basis and reviewed periodically based on current market conditions. For episodic television series, until ultimate revenue estimates include revenues from secondary markets, capitalized costs for each episode are limited to the amount of revenue contracted for each episode. Ultimate revenue includes estimates of secondary market revenue only when the Company can demonstrate through its experience or industry norms, that the number of episodes already produced, plus those for which a firm commitment exists and the Company expects to deliver, can be licenced successfully in the secondary market. Ultimate revenue estimates include revenues for up to ten years for film and television programs produced by the Company, and up to 20 years for acquired libraries.

The valuation of film and television programs, including acquired film libraries, is reviewed on a title-by-title basis. When an event or change in circumstances indicates that the fair value of a film or television program is less than its unamortized cost, the fair value is determined using management’s estimate of discounted future cash flows. A write-down is recorded equivalent to the amount by which the unamortized costs exceeds the estimated fair value of the film or television program.

Foreign currency translation

The Company’s operations in Australia, New Zealand and Ireland represent self-sustaining foreign operations, and the respective accounts have been translated into Canadian dollars in accordance with the current rate method. Assets and liabilities are translated at the exchange rates prevailing at the balance sheet dates, and revenue and expenses are translated on the basis of average exchange rates during the periods. Any gains or losses arising from the translation of these accounts are deferred and included as a component of shareholders’ equity as cumulative foreign currency translation adjustments. An applicable portion of these deferred gains and losses is included in the determination of net earnings when there is a reduction of the net investment.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Amortization is provided over the assets’ estimated useful lives on a straight-line basis at the following annual rates:

Buildings	2 1/2% - 5	%
Machinery and equipment	4% - 33 1/3	%
Leasehold and land improvements	2 1/2% - 20	%

Intangible assets

Broadcast licences, newspaper mastheads, circulation and other intangible assets are recorded at their cost which represents the fair market value at the date of the acquisition.

Circulation and other finite life intangibles are amortized over periods from 5 to 40 years. Intangibles with indefinite lives are not subject to amortization and are tested for impairment annually. Impairment of indefinite life intangibles is tested by comparing the fair value of the intangible asset to its carrying value.

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Goodwill

Goodwill represents the cost of acquired businesses in excess of the fair value of net identifiable assets acquired. Effective September 1, 2001, goodwill is not subject to amortization, whereas previously goodwill was amortized over a 40 year period. Goodwill is tested for impairment annually by comparing the fair value of goodwill assigned to a particular reporting unit to its carrying value.

Pre-operating costs

Pre-operating costs incurred in new business undertakings are deferred prior to the commencement of commercial operations, which is generally the time at which subscriber revenues commence. Pre-operating costs are amortized over a period of five years.

Revenue recognition

Revenue derived from broadcasting activities consists primarily of the sale of airtime which is recognized at the time commercials are broadcast. Circulation and advertising revenue from publishing activities is recognized when the newspaper is delivered. Subscription revenue is recognized on a straight-line basis over the term of the subscription.

Revenue derived from the sale or licencing of film and television program distribution rights is recognized when all of the following conditions are met: persuasive evidence of a sale or licensing arrangement exists; the film is complete and has been delivered or is available for immediate and unconditional delivery; the licence period has begun; the fee is fixed or determinable and collection of the fee is reasonably assured.

Amounts received or receivable and not yet recognized as revenue are included in deferred revenue.

Income taxes

The asset and liability method is used to account for income taxes. Under this method, future income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Future income tax assets and liabilities are measured using substantively enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Future income tax assets are recognized to the extent that realization is considered more likely than not.

Income taxes on unremitted earnings of Network TEN are provided at rates applicable to distributions. Income taxes on unremitted earnings of foreign operations other than Network TEN are not provided as such earnings are expected to be indefinitely reinvested.

Inventory

Inventory, consisting primarily of printing materials, is valued at the lower of cost and net realizable values.

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Pension plans and post retirement benefits

The Company maintains a number of defined benefit and defined contribution pension plans. For the defined benefit plans, the pension expense is determined using the projected benefit method pro rated based on service. For the defined contribution plans, the pension expense is the Company’s contribution to the plan. The Company also maintains post retirement benefit plans for certain of its employees, the cost of which is expensed as benefits are earned by the employees.

Cash and cash equivalents

For the purpose of the statements of cash flows, cash includes cash and short-term investments with maturities at the date of purchase of up to three months.

Per share calculations

Basic earnings and cash flow per share are calculated using the daily weighted average number of shares outstanding. Cash flow is defined as cash flow from operations excluding amortization of film and programs, investment in film and television programs and changes in non-cash operating accounts.

Diluted earnings and cash flow per share are calculated using the daily weighted average number of shares that would have been outstanding during the year had all potential common shares been issued at the beginning of the year, or when the underlying options or convertible securities were granted or issued, if later. The treasury stock method is employed to determine the incremental number of shares that would have been outstanding had the Company used proceeds from the exercise of options to acquire shares.

Basic earnings per share was calculated based on weighted average shares outstanding for 2002 of 176,957,000 (2001 – 171,421,000). The dilutive effect of outstanding stock options in 2002 is 27,000 shares (2001 - 130,000 shares). The dilutive effect of preference shares is 5,275,000 shares (2001 — 659,000) resulting in a denominator for diluted earnings per share of 182,259,000 (2001 – 172,210,000). The Company had 1,721,000 options outstanding in 2002 which would have been anti-dilutive (2001 - 971,000).

Stock-based Compensation Plans

The Company has share based compensation plans as described in note 10. The Company utilizes the intrinsic value approach to accounting for stock-based compensation. No compensation expense is recognized for these plans when the options are issued. Any consideration paid by employees on exercise of stock options is credited to share capital.

The following are proforma results as if the Company had applied the fair value based method of accounting for stock-based compensation.

The fair value of the options granted during 2002 was estimated using the Black-Scholes option pricing model with the assumptions of no dividend yield (2001 – 2%), an expected volatility of 40% (2001 – 60%), risk free interest rates of 4.8% to 5.4% (2001 – 5.4% to 5.6%) and an expected life of 6 to 9 years (2001 – 6 to 9 years).

The total fair value of 233,458 stock options that were granted by the Company during 2002 was $1,542,300 (during 2001, 240,440 stock options were granted with a total fair value of $1,969,000). The proforma cost of stock compensation expense for the year ended August 31, 2002 would be

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	$2,303,000 (2001 – $1,229,000). A value of $4,548,000 will be charged to proforma net earnings in future years according to the vesting terms of the options. The resulting proforma net earnings and diluted earnings per share for the year ended August 31, 2002 are $10,715,000 and $0.06 respectively (2001 — $45,404,000 and $0.26).
	The effects of applying this method in the proforma disclosure are not indicative of future amounts. The Company’s proforma disclosure does not apply to awards prior to 1996, and additional awards in future years are anticipated.
	Financial Instruments
	The Company uses various financial instruments to reduce its exposure to fluctuations in interest and U.S. currency exchange rates. The Company does not hold or issue any derivative financial instruments for speculative trading purposes. The interest differential to be paid or received under interest rate swap agreements is recognized as an adjustment to interest expense. The Company translates its U.S. denominated debt that is hedged by cross-currency swaps at the rate implicit in the swap agreement.
	Use of Estimates
	The preparation of financial statements in accordance with generally accepted accounting principles requires the Company to make estimates and assumptions that affect reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingencies. Future events could alter such estimates in the near term.
	The Company operates in highly competitive markets. The Company has estimated the useful lives of intangible assets and the value of goodwill, based on historical customer patterns, industry trends and existing competitive factors. Significant long-term changes in these factors could result in a material impairment of the value and life of intangible assets and goodwill.
	In addition, management estimates ultimate revenue from film and television programs to determine amortization and fair values of investments in film and television programs. Actual revenues may differ from these estimates.
	Changes in Accounting Policies
(a)	Income taxes
	On September 1, 2000 the Company adopted the recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3465, Income Taxes, which replaced the deferral method with the asset and liability method of tax allocation. The Company has applied the change retroactively, restating prior years. The cumulative effect of the change on opening retained earnings at September 1, 2000 was a $5.2 million reduction.
(b)	Business combinations, intangibles and goodwill
	In July 2001, the Accounting Standards Board of the CICA issued Handbook Section 1581, Business Combinations, and Handbook Section 3062, Goodwill and Other Intangibles.
	Under Section 1581, all business combinations initiated after June 30, 2001, must be accounted for as a purchase. In addition, the standards require classification of carrying amounts of goodwill and other intangibles related to purchase business combinations in accordance with the new definitions of intangibles. The standard requires intangible assets to be recognized separately from goodwill if an asset arises from contractual or other legal rights, or is separable. These provisions are

12

applicable to business combinations consummated after June 30, 2001 and for any recognized intangibles acquired in a business combination prior to July 1, 2001 when Section 3062 is first applied. This section was adopted by the Company on September 1, 2001 and applied prospectively.

On September 1, 2001, the Company adopted Section 3062, Goodwill and Other Intangibles. As a result of adopting the new standard, goodwill and certain intangibles with indefinite lives, including newspaper mastheads and broadcast licences, are no longer amortized. Circulation and other intangibles are amortized over periods from 5 to 40 years. As a result of applying the new standards, no impairment in intangibles with indefinite lives or goodwill have been identified at the Company or any of its subsidiaries. However, an initial goodwill impairment was identified by Network TEN in its reporting unit, Eye Corp, resulting in a charge to the Company’s retained earnings of $45.3 million (net of income tax recoveries of $2.5 million). In addition, as a result of events occurring after the beginning of 2001, a goodwill impairment of $30.2 million (net of income tax recoveries of $2.0 million) has been reflected in the Company’s interest in loss of Network TEN in the Company’s statement of earnings for the period ended August 31, 2002 (see note 3).

This change in accounting policy has been applied prospectively commencing September 1, 2001. The tables below provide a reconciliation of previously reported 2001 earnings to net earnings adjusted to exclude amortization of goodwill and intangible assets with indefinite lives.

		2002		2001
		$000		$000
Reported net earnings for the year			13,018		46,633
Amortization of goodwill and indefinite life intangibles, net of tax of $11,975 for the year ended August 31, 2001			—		64,338
Amortization of goodwill and indefinite life intangibles in equity accounted affiliates, net of tax of nil			—		6,211
Net earnings for the year adjusted to exclude amortization expense recognized in 2001			13,018		117,182
Net earnings per share:
Reported net earnings
	Basic	$	0.07	$	0.27
	Diluted	$	0.07	$	0.27
Adjusted net earnings
	Basic	$	0.07	$	0.68
	Diluted	$	0.07	$	0.68

(c)	Accounting for film and television programs
	In June 2000, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 00-2 “Accounting by Producers or Distributors of Films” (“SOP 00-2”). SOP 00-2, established new accounting standards for producers or distributors of films, including changes in revenue recognition, capitalization and amortization of costs of films

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and television programs and accounting for development, overhead and other exploitation costs, including advertising and marketing expenses.

The Company has retroactively adopted SOP 00-2 effective as of September 1, 2001. Prior years’ financial statements have not been restated, as the effect of the new policy on prior periods was not reasonably determinable. Accordingly, opening retained earnings for the year ended August 31, 2002 was reduced to reflect the cumulative effect of the accounting change in the amount of $125.4 million (net of income taxes of $nil).

The principal changes as a result of applying SOP 00-2 are as follows:

Cash outflows incurred to acquire, produce and develop film and television programs, which were previously presented under investing activities in the consolidated statement of cash flows, are presented under cash flows from operating activities.

Advertising and marketing participation costs, which were previously capitalized to investment in film and television programs and amortized using the individual film forecast method, are now expensed as incurred. This change resulted in a reduction of $26.0 million in investment in film and television programs and a reduction of $9.2 million in other assets.

Ultimate revenue include estimates of revenue that are expected to be recognized from the exploitation, exhibition and sale of a film or program in all markets and territories, subject to certain limitations. These limitations include certain exclusions for estimates of secondary market revenue that were previously included by the Company in ultimate revenue. This change resulted in a reduction of $18.6 million to investment in film and television programs.

The valuation of investment in film and television programs is reviewed on a title-by-title basis when an event or change in circumstances indicate that the fair value of a film or television program is less than its unamortized cost. The fair value of the film or television program, previously determined using an undiscounted expected future revenue approach, is now determined using management’s future revenue estimates and a discounted cash flow approach. A write-down is recorded equivalent to the amount by which the unamortized costs exceed the estimated fair value of the film or television program. This change resulted in a reduction of $69.0 million in investment in film and television programs.

Development costs related to overall deals that cannot be identified with specific projects, which were previously capitalized, are now expensed as incurred. This change resulted in a reduction of $2.6 million in investment in film and television programs.

The effect of this change in accounting policy on the Company’s net earnings for 2002 is not readily determinable.

Proposed accounting policies

Foreign currency translation and hedging relationships

In November 2001, the Accounting Standards Board of the CICA approved amendments to Handbook Section 1650, Foreign Currency Translation, and a new accounting Guideline, Hedging Relationships. The amendments to Section 1650, applicable for the Company in fiscal 2003 with retroactive application, eliminate the deferral and amortization method for unrealized translation gains and losses on non-current monetary assets and liabilities and require the disclosure of exchange gains and losses included in net income. The Guideline, applicable for the Company in fiscal 2004, deals with the identification, documentation and designation and effectiveness of hedges. The impact of implementing these changes is not expected to be significant.

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2.	ACQUISITIONS AND DIVESTITURES
	Acquisitions
	(a) Effective March 31, 2002, the Company acquired the remaining 50% interest in The National Post Company not already owned. The purchase price consisted of cash and other consideration in the form of agreements and undertakings, exchanged by the parties, which had a nominal value. In addition, the vendor agreed to provide $22.5 million to fund losses and cash requirements of The National Post Company to March 31, 2002. In September 2001, the Company assumed control of the National Post; therefore, the Company changed its method of accounting for the National Post to a consolidation basis from an equity basis.
	(b) In April 2001, through an amalgamation of CanWest Broadcasting Ltd. (“CBL”), the 29.34% minority interest in CBL was exchanged for 21,783 series 2 preference shares of the Company, rendering CBL a wholly owned subsidiary. The redemption and conversion value of the shares is based on valuations which have not been finally determined and was estimated at $50.0 million. As at August 31, 2002, the estimated redemption and conversion value is $54.7 million.
	(c) In January 2001, the Company acquired the shares of RadioWorks that it did not already own. The cost to acquire this 28% interest was $21.8 million.
	(d) On November 16, 2000, the Company acquired substantially all of the Canadian newspaper and other Canadian media assets including a 50% interest in the National Post (“CanWest Publications”) of Hollinger International Inc. and certain of its affiliates (“Hollinger”) for consideration of approximately $3.1 billion, including certain costs related to the acquisition.
	The purchase price is subject to adjustment based on the working capital of CanWest Publications at August 31, 2000 and the results of its operations from September 1, 2000 to November 16, 2000. The amount of such adjustment is subject to negotiation between the parties and has not been finally determined. When finalized, the working capital adjustment payable or refundable will increase or decrease the amount of goodwill recorded on the acquisition.
	The Company partially financed the acquisition and refinanced certain existing credit facilities by entering into a new senior secured credit facility, of which the Company had drawn approximately $2.5 billion at closing. In addition, the Company issued US$425.0 million and $60.7 million in senior subordinated notes, and approximately $767.0 million in subordinated notes payable to Hollinger. The Company also issued 2.7 million Series 1 preferred shares and 24.3 million non-voting shares to Hollinger.
	During the year ended August 31, 2002 the Company adjusted the allocation of the purchase price based on valuations of intangibles which were completed in the year. This resulted in an increase in mastheads, circulation and other intangibles, a reduction in goodwill and an increase in the future tax liability. The prior year was restated to reflect this reallocation.
	The Company accounted for these acquisitions using the purchase method. As such, the results of operations reflect the revenues and expenses of the acquired operations since the dates of acquisition.

15

A summary of the fair value of the assets acquired is as follows:

	2002			2001
				CanWest
	National Post(3)			Publications (2)			RadioWorks			CBL			Total
	$000			$000			$000			$000			$000
Current assets		50,257			324,382			—			—			324,382
Property, plant and equipment		12,436			537,053			—			—			537,053
Other investments		—			101,561			—			—			101,561
Other assets		—			67,412			—			—			67,412
Circulation and other intangibles		10,700			129,300			—			—			129,300
Newspaper mastheads and broadcast licences		35,000			330,000			—			25,466			355,466
Goodwill		62,987			2,101,619			16,928			—			2,118,547
Total assets		171,380			3,591,327			16,928			25,466			3,633,721
Current liabilities		(50,665	)		(294,856	)		—			—			(294,856	)
Other accrued liabilities		—			(10,000	)		—			—			(10,000	)
Future income taxes		(14,600	)		(158,587	)		—			—			(158,587	)
Minority interests		(22,500	)		—			4,842	(1)		24,534	(1)		29,376
Total liabilities		(87,765	)		(463,443	)		4,842			24,534			(434,067	)
		83,615			3,127,884			21,770			50,000			3,199,654
Consideration:
Cash		—			1,985,521			21,770			—			2,007,291
Shares		—			375,516			—			50,000			425,516
Note payable		—			766,847			—			—			766,847
Carrying value of The National Post Company investment at date of acquisition		83,615			—			—			—			—
		83,615			3,127,884			21,770			50,000			3,199,654

(1)	The allocation of consideration to minority interests represents the extinguishment of those interests.
(2)	Including a 50% interest in the National Post.
(3)	The remaining 50% interest at acquisition of control, September 1, 2001.

Divestitures

(a) On August 7, 2002, the Company sold its interest in community newspapers and related assets in Atlantic Canada and Saskatchewan for cash proceeds of $257.0 million. The accounting gain on this sale was $48.9 million; assets and liabilities disposed amounted to $227.3 million and $19.2 million, respectively.

(b) On October 31, 2001, the Company completed the sale of CKVU Sub Inc., and received proceeds of $133.0 million. The accounting gain on the sale was $67.7 million; assets and liabilities disposed amounted to $84.1 million and $18.8 million, respectively.

16

	(c) On September 12, 2001, the Company completed the sale of CF Television Inc., and received proceeds of $87.0 million. No gain or loss arose from this transaction; assets and liabilities disposed amount to $87.0 million and nil, respectively.
	(d) On August 31, 2001 the Company sold its 50% interest in ROBTv for $30.0 million. No gain or loss arose from this sale; assets and liabilities disposed amount to $30.0 million and nil, respectively.
	(e) On March 28, 2001, the Company restructured its controlling interest in TV3 Ireland through a series of transactions, which included: (i) the repayment by TV3 Ireland of loans made by the Company and another minority investor, (ii) the exercise of certain call options by the Company and (iii) the acquisition by Granada Media plc of a 45% interest in TV3 Ireland from the Company and another minority investor. The Company received cash, net of the call price and including repayment of loans made to TV3 Ireland of $32.5 million and recorded a gain on disposition of $30.7 million. The Company and Granada Media plc also entered into a joint venture agreement to jointly control TV3 Ireland. As a result, effective March 28, 2001, the Company began to proportionately consolidate its 45% interest in TV3 Ireland.
3.	INVESTMENT IN NETWORK TEN
	The Company owns approximately 15% of the issued ordinary shares and all of the convertible debentures and subordinated debentures of Network TEN, an Australian television broadcast network. The subordinated debentures have an aggregate principal amount of A$45.5 million and pay interest based on distributions to holders of Network TEN’s ordinary shares. The convertible debentures have an aggregate principal amount of A$45,500 and pay a market-linked rate of interest. The combination of ordinary shares and subordinated debentures yield distributions equivalent to approximately 57.5% of all distributions paid by Network TEN. The convertible debentures are convertible, upon payment of an aggregate of A$45.5 million, into a number of ordinary shares which would represent 50% of the issued and outstanding shares of Network TEN at the time of conversion.
	As a result of its contractual right to representation on Network TEN’s board of directors and other factors, the Company accounts for its interest in Network TEN on the equity basis. The Company has appointed three of the thirteen members of the board of directors of Network TEN.
	The following selected consolidated financial information of Network TEN has been prepared in accordance with accounting principles generally accepted in Canada. The accounts have been translated to Canadian dollars using the current rate method.
	17

Summary Consolidated Balance Sheets

		2002			2001
		$000			$000
Assets
	Current assets		285,303			192,460
	Other assets		4,825			7,893
	Property, plant and equipment		71,875			61,967
	Long term investments		2,188			17,516
	Intangibles		246,305			245,721
	Goodwill		49,304			215,615
			659,800			741,172
Liabilities and Shareholders’ Equity
	Current liabilities		191,736			194,813
	Other long term liabilities		442,975			251,390
	Minority interest		—			54,433
	Subordinated debentures issued to the Company		40,154			40,154
	Share capital		40,146			40,146
	Retained earnings (deficit)		(52,232	)		177,251
	Cumulative foreign currency translation adjustment		(2,979	)		(17,015	)
			659,800			741,172

Other Consolidated Financial Data

	2002		2001
	$000		$000
Cash flow from operations (1)		75,000		105,000
Distributions paid		111,900		130,000
Capital expenditures		25,700		18,600

⁽¹⁾ Cash flow from operations before changes in non-cash operating accounts

18

Summary Consolidated Statements of Earnings

	2002			2001
	$000			$000
Revenue		555,653			445,179
Operating expenses		411,904			324,999
Operating profit before amortization		143,749			120,180
Amortization of intangibles and goodwill		—			10,802
Amortization of property, plant, equipment and other		15,130			9,329
		128,619			100,049
Investment income and gains net of losses on write-down of investments		(17,221	)		26,427
Financing expenses		(28,270	)		(71,343	)
Goodwill impairment loss (1)		(56,114	)		—
		27,014			55,133
Provision for income taxes (2)		59,511			19,328
Earnings (loss) before the following		(32,497	)		35,805
Minority interests		4,737			4,354
Interest in earnings of equity accounted affiliates		—			940
Net earnings (loss) for the year		(27,760	)		41,099
Interest in respect of subordinated debentures held by the Company		5,370			56,697
Earnings (loss) for the year before interest in respect of subordinated debentures (3)		(22,390	)		97,796

Summary Statement of Retained earnings

	2002			2001
	$000			$000
Retained earnings – beginning of year as previously reported		177,251			220,853
Adjustment for adoption of new accounting pronouncements (1)		(83,109	)		—
Retained earnings – beginning of year as adjusted		94,142			220,853
Earnings (loss) for the year before interest in respect of subordinated debentures		(22,390	)		97,796
Distributions paid		(123,984	)		(141,398	)
Retained earnings (deficit) – end of year		(52,232	)		177,251

19

(1)	On December 18, 2000, Network TEN acquired 60% of Eye Corp. for A$189.9 million. Under Australian generally accepted accounting principles (“GAAP”), on February 28, 2002 the Eye Corp. goodwill was written down by A$137.5 million to A$113.8 million. In August, 2002, Network TEN determined that there was a further impairment of Eye Corp. goodwill which resulted in an additional write down of A$40.9 million. Under Canadian GAAP, in accordance with the adoption of CICA Handbook Section 3062, the Eye Corp. goodwill impairment was recorded as a charge of $83.1 million to retained earnings as of September 1, 2001 with a further goodwill impairment loss of $56.1 million recorded as a charge to net earnings for year ended August 31, 2002. Under Canadian GAAP, the fair value of Eye Corp. has been determined on a discounted cash flow basis. The decline in fair value is attributable to weaknesses in the out-of-home advertising market and to certain operational issues.
(2)	Network TEN had been in dispute with the Australian Tax Office (“ATO”) regarding the deductibility of debenture interest paid to the Company since 1997. Network TEN reached an agreement with the ATO during 2002. Under the agreement Network TEN will be entitled to deduct debenture interest until June 30, 2004. The settlement resulted in a non-recurring income tax expense charge of A$36.2 million to Network TEN in the year ended August 31, 2002.
(3)	The Company’s economic interest in Network TEN’s earnings (loss) for the year ended August 31, 2002 is ($11.8) million (2001 — $52.6 million).
	At August 31, 2002 the Company’s share of undistributed earnings of Network TEN was NIL, (August 31, 2001 — $101.9 million). The Company estimates that the market value of the Company’s investment in Network TEN, based on quoted market rates for Ten Network Holdings Limited at August 31, 2002, was approximately $842 million (August 31, 2001 — $810 million).

4. OTHER INVESTMENTS

			2002				2001
					Market				Market
			Cost		Value (1)		Cost		Value (1)
			$000		$000		$000		$000
Investments in publicly traded companies
	– at cost
		Ulster Television plc (2)		92,006		148,340		92,006		95,109
		Other		59,160		52,355		118,741		73,781
				151,166		200,695		210,747		168,890
Investments in private companies
	– at cost			8,602				34,052
Investments – on an equity basis				2,593				170,614
				162,361				415,413

During 2002 the Company wrote down the value of various other investments by $85.5 million to reflect the non-temporary decline in market value.

⁽¹⁾ Market values are based on quoted closing prices at August 31. The Company considers the excess of cost over market value to be a temporary decline in value, the result of short term market volatility.

20

⁽²⁾ The Company’s 29.9% equity interest is accounted for at cost, as the Company has not been successful in its attempts to gain board representation or to influence UTV’s management.

5. INVESTMENT IN FILM AND TELEVISION PROGRAMS

	2002				2001
	Current		Long term		Current		Long term
	$000		$000		$000		$000
Broadcast rights (1)		98,096		23,172		96,385		8,335
Non-theatrical films and television programs:
Released (1)		—		112,297		—		109,312
Acquired library (1)		—		90,314		—		123,018
Programs in progress		—		50,779		—		52,929
Development costs		—		1,520		—		2,311
Theatrical Films:
Released (1)		—		37,029		—		24,416
Acquired library (1)		—		661		—		979
Films in progress		—		—		—		32,666
Development costs		—		1,404		—		2,028
		98,096		317,176		96,385		355,994

(1)	Net of accumulated amortization.
	The Company expects that 51% of the unamortized cost of released film and television programs will be amortized during the year ended August 31, 2003. The Company expects that 77% of the unamortized cost of released film and television programs will be amortized during the three year period ended August 31, 2005. The Company expects that over 80% of the amounts of all such programming will be amortized by August 31, 2006. The Company expects that acquired libraries will be fully amortized in 18 years. The Company expects that $1.4 million of participation liabilities will be paid during the year ended August 31, 2003.
	The Company has entered into various agreements for the right to broadcast certain feature films and syndicated television programs in the future. These agreements, which range in term from one to five years, generally commit the Company to acquire specific programs or films or certain levels of future productions. The acquisition of these additional broadcast rights is contingent on the actual production and/or the airing of the programs or films. Management estimates that these agreements will result in future annual broadcast rights expenditures of $250 million to $277 million.
	In addition, the Company has entered into various agreements to acquire investments in film and television programs amounting to $17.5 million (US$11.2 million) (2001 — $55.7 million (US$36.0 million)). Subsidiaries of the Company have provided financial guarantees on certain credit facilities arranged for the acquisition of film and television programs. An amount of $17.7 million (US$11.4 million) (2001 — $18.6 million (US$12.0 million)) has been guaranteed, in addition to the guarantee of certain interest obligations on such facilities.

21

6. PROPERTY, PLANT AND EQUIPMENT

	2002
			Accumulated
	Cost		amortization		Net
	$000		$000		$000
Land		60,002		—		60,002
Buildings		170,302		36,630		133,672
Machinery and equipment		669,265		201,293		467,972
Leasehold and land improvements		29,293		11,715		17,578
		928,862		249,638		679,224

	2001
			Accumulated
	Cost		amortization		Net
	$000		$000		$000
Land		61,409		—		61,409
Buildings		212,497		35,426		177,071
Machinery and equipment		604,551		146,108		458,443
Leasehold and land improvements		18,550		7,662		10,888
		897,007		189,196		707,811

7. INTANGIBLES AND GOODWILL

	2002
			Accumulated
	Cost		Amortization		Net
	$000		$000		$000
Intangibles
Finite life:
Circulation and other		140,000		26,972		113,028
Indefinite life:
Broadcast licences		706,031		81,091		624,940
Newspaper mastheads		365,000		6,510		358,490
		1,071,031		87,601		983,430
Total intangibles		1,211,031		114,573		1,096,458
Goodwill		2,753,967		122,868		2,631,099

22

	2001
			Accumulated
	Cost		Amortization		Net
	$000		$000		$000
Intangibles
Finite life:
Circulation and other		129,300		9,471		119,829
Indefinite life:
Broadcast licences		726,574		89,481		637,093
Newspaper mastheads		330,000		6,510		323,490
		1,056,574		95,991		960,583
Total intangibles		1,185,874		105,462		1,080,412
Goodwill		2,958,716		130,694		2,828,022

(a)	The divestiture of CKVU resulted in decreases in broadcast licences and goodwill of $22.4 million and $44.8 million respectively.
(b)	Sale of community newspapers and related assets in Atlantic Canada and Saskatchewan resulted in a decrease of goodwill of $187.9 million.
(c)	Acquisition of the remaining 50% interest in the National Post resulted in a net increase of goodwill of $32.4 million.
(d)	Changes in the currency translation rates used to translate the balances of goodwill and broadcast licences resulted in net increases in the balances of $2.2 million and $10.3 million respectively.
(e)	The resolution of an income tax issue related to a period prior to an acquisition resulted in a $13.4 million reduction in goodwill.
(f)	Amortization of circulation and other intangibles was $17.5 million for the year ended August 31, 2002.
	23
8.	LONG TERM DEBT

	Interest			2002			Interest			2001
	Rate (1)			$000			Rate (1)			$000
Term bank loans(2)		9.73	%		1,791,938			9.14	%		2,286,018
Senior subordinated notes(3)		7.8	%		705,700			9.08	%		703,585
Term loans US$17,162 (2001 – US$26,329) (4)		4.04	%		26,758			6.40	%		40,691
Term and demand loan €21,375 (2001 - IRE£16,505)(5)		5.8	%		32,686			5.32	%		29,486
Term and demand loan (2001 - NZ$7,275)		—			—			6.50	%		4,938
Note payable due May, 2003(6)		3.7	%		4,250			3.25	%		4,250
Junior subordinated notes(7)		12.125	%		948,584			12.125	%		842,794
Long term debt					3,509,916						3,911,762
Less portion due within one year					(172,753	)					(116,500	)
Long term portion					3,337,163						3,795,262

⁽¹⁾ The weighted average interest rate gives effect to interest rate swaps.

⁽²⁾ Credit facilities provide for revolving and term loans in the maximum amounts of $600,000,000 and $1,796,500,000 respectively. At August 31, 2002 the Company had drawn on availabilities under all of its term facilities, including U.S. dollar loans of US$705,765,000 and had no amounts drawn under revolving facilities. The revolving credit facility matures in November 2006. The amount of credit available under the $1,796,500,000 term facilities decreases periodically until maturity between November 2006 and May 2009. Additional term facilities of $15,000,000, of which no amount was drawn at August 31, 2002, mature in August 2005. The loans bear interest at floating rates, and are collateralized by certain assets of the Company.

Up to $30,000,000 of the revolving credit facility is available on an operating basis, of which no amount was utilized at August 31, 2002.

⁽³⁾ The senior subordinated notes mature on May 15, 2011, bear interest at 10.625% and include loans of US$425,000,000 and Canadian dollar loans of $60,724,000. Most of the Canadian dollar loans are held by the majority shareholder of the Company. The notes rank junior to the Company’s senior credit facility and are guaranteed by certain subsidiaries of the Company.

⁽⁴⁾ Consists of term bank loans with maturity dates commencing October 2002 to December 2003. The debt bears interest at floating rates of LIBOR + 2.0% and is collateralized by the Company’s rights to certain film and television programs including an assignment of accounts receivable and all expected future revenues from exploitation of the financed film and television programs.

⁽⁵⁾ These credit facilities provide for demand bank loans at August 31, 2002 in the maximum amount of €47,500,000 (2001 — IRE£46,086,000). The debt bears interest at floating rates and is secured by a letter of credit provided by the Company.

⁽⁶⁾ Note payable is due to a related party. The debt bears interest at prime less 2% and is unsecured.

24

⁽⁷⁾ The junior subordinated notes mature in November 2010, bear interest at a fixed rate of 12.125%, and are redeemable at par until May 2003. At the Company’s option, interest payments to November 2005 may be paid in cash, the issuance of additional notes, or subject to conditions, the issuance of non-voting shares of the Company. The notes rank junior to senior debt and are collateralized by way of assets of certain subsidiaries of the Company. The notes include $104,676,928 in notes issued during 2002 in satisfaction of interest as well as an accrual of $9,977,511 for notes to be issued in January 2003, (2001 — $67,082,427 and $8,864,781 respectively).

The Company has entered into various cross currency interest rate and interest rate swaps resulting in fixed interest costs on its senior indebtedness, in the principal amount of $1,796,500,000 at August 31, 2002 at rates ranging from 5.7% to 6.63%, plus a margin, for terms matching the maturity of the loans. (At August 31, 2001 the Company had fixed $1,884,000,000 at interest rates ranging from 5.7% to 6.73%, plus a margin). In addition, the Company has entered into swaps resulting in floating rates on the US$425,000,000 senior subordinated notes.

The Company is subject to covenants under certain of the credit facilities referred to above, including thresholds for leverage and interest coverage, and is also subject to certain restrictions under negative covenants.

Principal payments of long term debt, based on terms existing at August 31, 2002 over the next five years, are:

		$000
Year ending August 31,	2003		172,753
	2004		141,190
	2005		166,113
	2006		204,800
	2007		192,027

In addition to the facilities described above, the Company has additional operating loan facilities payable on demand of NZ$5,000,000 at floating rates. As at August 31, 2002, the Company’s indebtedness under these facilities was NIL (2001 — $728,000).

9. BUSINESS COMBINATION RESTRUCTURING ACCRUALS

At August 31, 2000, the Company had restructuring accruals of $113.1 million related to the acquisition and integration of WIC Western International Communications Ltd. (“WIC”). This balance was made up of approximately $75 million in required regulatory benefits, payable over a 6-year period, $12.5 million in severance costs, $10.0 million related to integration and rebranding of WIC and $15.6 million in other restructuring costs.

During 2001, the Company recorded restructuring accruals of $43.0 million related to the acquisition and restructuring of its publishing operations. Restructuring activities include the centralization of certain call centres, integration of the Company’s interactive and news and editorial operations, and centralization of business, finance and information technology functions. This balance was made up of $23.8 million in involuntary severance costs, and $19.2 million in other restructuring costs.

In the year ended August 31, 2002, the Company established a restructuring accrual of $7.0 million related to its acquisition and restructuring of the National Post. This balance is primarily related to involuntary severance costs and contract cancellation costs.

25

For the year ended August 31 2002, expenditures charged to the restructuring accruals were $43.9 million (August 31, 2001- $19.5 million). As at August 31, 2002, an aggregate balance of $99.7 million remains accrued for future expenditures.

10. CAPITAL STOCK

Authorized

Authorized capital consists of an unlimited number of preference shares issuable in series, multiple voting shares, subordinate voting shares and non-voting shares.

The multiple voting shares, the subordinate voting shares and the non-voting shares rank equally on a per share basis in respect of dividends and distributions of capital, and are subordinate to the preference shares. Subordinate voting shares carry one vote per share, and multiple voting shares carry ten votes per share. Non-voting shares do not vote, except at meetings where the holders of such shares would be entitled, by law, to vote separately as a class.

Multiple voting shares are convertible into subordinate voting shares and non-voting shares on a one-for-one basis at any time at the option of the holder. Subordinate voting shares are convertible into non-voting shares on a one-for-one basis at any time at the option of the holder. Non-voting shares are convertible into subordinate voting shares on a one-for-one basis provided the holder is Canadian.

Series 1 preference shares carry 19 votes per share, and carry preferential votes pertaining to the election of up to two directors of the Company. Each series 1 preference shares is convertible, at the option of the holder, into 0.15 subordinate voting or non-voting shares.

Series 2 preference shares were issued on the amalgamation of subsidiaries of the Company, including CanWest Broadcasting Ltd. and are held by the former minority shareholders of CanWest Broadcasting Ltd. Series 2 preference shares are not eligible to vote. Series 2 preference shares are, at the option of the Company, redeemable for cash, or convertible to subordinate voting or non-voting shares based on the market value of the subordinate voting or non-voting shares at the date of conversion. The Company’s articles of incorporation state that in the event the Company does not redeem or convert the series 2 preference shares within a period of twelve months following the date on which the sale proceeds of CKVU are conclusively determined, they will convert automatically. The Company expects the redemption or conversion of the series 2 preference shares to occur within the next fiscal year. Should the series 2 preference shares be converted, a significant dilutive effect would occur. The redemption price or conversion value of the shares is determined in accordance with a formula contained in the articles. The formula amount is based, among other things, on the proceeds of the sale of CKVU (net of costs and inherent tax), the revenue of the Manitoba and Saskatchewan television stations for the twelve months ending October 31, 2001, and the value of certain other assets. The redemption or conversion price has not yet been finally determined, but is estimated by the Company at August 31, 2002, to be $54.7 million.

26

The series 1 and 2 preference shares are not entitled to dividends and distributions in the normal course or in respect of a liquidation or wind-up and have no right to vote separately as a class.

	2002		2001
Issued	$000		$000
76,785,976 (2001 - 76,785,976) multiple voting shares		3,199		3,199
98,371,658 (2001 – 70,545,434) subordinate voting shares		816,418		419,583
1,903,401 (2001 – 29,308,918) non-voting shares		26,805		417,375
Nil (2001 – 2,700,000) Series 1 preference shares		—		6,156
21,783 (2001 – 21,783) Series 2 preference shares		50,000		50,000
		896,422		896,313

27

Changes in outstanding share capital during the two years ended August 31, 2002 were as follows:

			Number of			Amount
			shares			$000
Multiple voting share capital:
	Balance — August 31, 2000			78,040,908			3,252
	Changes pursuant to:
		Conversion to non-voting shares		(1,254,932	)		(53	)
	Balance – August 31, 2001 and 2002			76,785,976			3,199
Subordinate voting share capital:
	Balance – August 31, 2000			69,395,035			394,050
	Changes pursuant to:
		Share purchase plans		69,502			836
		Exercise of stock options		195,197			735
		Dividend reinvestment plan		165,434			2,344
		Stock dividend		760,917			18,050
		Conversion to non-voting shares – net		(40,651	)		3,568
	Balance – August 31, 2001			70,545,434			419,583
	Changes pursuant to:
		Share purchase plans		6,077			66
		Exercise of stock options		9,645			43
		Redeemed fractions		(11	)		—
		Conversion from series 1 preference share		405,000			6,156
		Conversion from non-voting shares – net		27,405,513			390,570
	Balance – August 31, 2002			98,371,658			816,418
Non-voting share capital:
	Balance – August 31, 2000			2,607,837			22,958
	Changes pursuant to:
		Shares issued as consideration in an acquisition		24,300,000			369,360
		Conversion from multiple voting shares		1,254,932			53
		Stock dividend		1,100,082			28,475
		Dividend reinvestment plan		5,416			97
		Conversion from subordinate voting shares — net		40,651			(3,568	)
	Balance – August 31, 2001			29,308,918			417,375
	Changes pursuant to:
		Redeemed fractions		(4	)		—
		Conversion to subordinate voting shares – net		(27,405,513	)		(390,570	)
	Balance – August 31, 2002			1,903,401			26,805
Series 1 preference share capital:
	Balance – August 31, 2000			—			—
		Shares issued as consideration in an acquisition		2,700,000			6,156
	Balance – August 31, 2001			2,700,000			6,156
		Conversion to subordinate voting shares		(2,700,000	)		(6,156	)
	Balance – August 31, 2002			—			—
Series 2 preference share capital:
	Balance – August 31, 2000			—			—
		Shares issued as consideration in an acquisition		21,783			50,000
	Balance – August 31, 2001 and 2002			21,783			50,000

28

Share Compensation Plans

The Company’s board of directors has approved share compensation plans, the purpose of which is to provide employees and certain directors of the Company and its subsidiaries with the opportunity to participate in the growth and development of the Company through the granting of options and share purchase loans. At any time, the number of subordinate voting and non-voting shares reserved and set aside for purposes of the plans may not exceed 10% of the issued shares of the Company.

Options vest over a five or six-year period, are fully exercisable on vesting and expire ten years after issuance, except that under certain specified conditions the options vest and become exercisable immediately. The exercise price represents the market trading price at the date on which the option was granted.

Under management and employee share purchase plans, employees may purchase subordinate voting shares or non-voting shares from treasury at the market trading price using non-interest bearing short term loans provided by the Company. The shares are held as collateral by a trustee until the loans are repaid.

Changes in outstanding options to purchase subordinate voting shares or non-voting shares for the two years ended August 31 were as follows:

		2002					2001
					Average					Average
		Options			Price		Options			Price
Options outstanding, beginning of year			1,646,321			15.75		1,651,792			14.52
Changes pursuant to:
	Options granted		233,458			11.52		240,440			14.66
	Options exercised		(9,645	)		4.30		(195,197	)		3.77
	Options expired		(50,866	)		16.68		(50,714	)		16.88
Options outstanding, end of year			1,819,268			15.24		1,646,321			15.75

The following options to purchase subordinate voting shares or non-voting shares were outstanding and exercisable as at August 31, 2002:

Year	Exercise		Expiry		Number		Number
Granted	Price		Date		Outstanding		Exercisable
1993	$	2.13		2003		9,651		9,651
1994	$	3.53		2004		7,923		7,923
1995	$	4.54		2005		12,024		12,024
1996	$	7.12-$12.76		2006		551,870		551,870
1997	$	14.07-$22.22		2007		150,466		150,466
1998	$	22.67-$25.67		2008		149,332		140,050
1999	$	18.70-$21.14		2009		62,783		41,557
2000	$	16.00-$16.79		2010		411,551		170,644
2001	$	12.03-$15.20		2011		233,138		52,505
2002	$	8.14-$12.90		2012		230,530		158,106
						1,819,268		1,294,796

29

Dividend Reinvestment Plan

The Company has established a dividend reinvestment plan. Under the terms of this plan, shareholders may, under certain conditions, apply their cash dividends to the purchase of shares from treasury at a price equal to 95% of the average market trading price of the shares.

11. CUMULATIVE TRANSLATION ADJUSTMENTS

The cumulative foreign currency translation adjustments account reflects the net changes in the respective book values of the Company’s investments in self-sustaining foreign operations due to exchange rate fluctuations since the respective dates of their acquisition or start-up.

The changes in this account arise from changes in the Australian, New Zealand, Irish, Euro, and United States currencies relative to the Canadian currency, and changes in the Company’s net investment in the book values of international operations.

Changes in this account were as follows:

	2002			2001
	$000			$000
Deferred loss, beginning of year		69,017			87,728
Deferred foreign currency gain during the year		(26,483	)		(11,511	)
Realization of translation loss due to distributions		(1,000	)		(7,200	)
Deferred loss, end of year		41,534			69,017
The balance of cumulative translation adjustments at the end of the year represents net unrealized losses (gains) as follows:
	2002			2001
	$000			$000
Australian dollar		8,120			19,759
New Zealand dollar		40,266			55,467
Irish punt		—			(932	)
Euro		272			—
United States dollar		(7,124	)		(5,277	)
		41,534			69,017

30

12. INCOME TAXES

The Company’s provision for income taxes reflects an effective income tax rate which differs from the combined Canadian statutory rate as follows:

	2002			2001
	$000			$000
Income taxes at combined Canadian statutory rate of 38.7% (2001 – 41.3%)		11,661			(16,547	)
Non-taxable portion of capital gains		(17,049	)		(11,716	)
Non-deductible amortization expense		6,766			30,980
Effect of valuation allowance on future tax assets		3,090			2,490
Effect of foreign income tax rates differing from Canadian income tax rates		(1,924	)		(995	)
Effect of substantively enacted income tax rate change on future tax balances		—			(70,573	)
Large corporation tax		3,250			1,788
Other		1,314			5,554
Provision for (recovery of) income taxes		7,108			(59,019	)

An analysis of net earnings (loss) before tax by jurisdiction follows:

	2002		2001
	$000		$000
Canada		9,463		(64,960	)
Foreign		20,671		24,894
Net earnings (loss) before tax		30,134		(40,066	)

An analysis of the provision for (recovery of) current and future income taxes by jurisdiction follows:

		2002			2001
		$000			$000
Current income taxes
	Canada		(2,047	)		38,059
	Foreign		302			203
			(1,745	)		38,262
Future income taxes
	Canada		8,703			(94,819	)
	Foreign		150			(2,462	)
			8,853			(97,281	)
Provision for (recovery of) income taxes			7,108			(59,019	)

31

Significant components of the Company’s future tax assets and liabilities are as follows:

	August, 31,
	2002			2001
	$000			$000
Future tax assets
Non-capital loss carryforwards		107,909			47,984
Accounts payable and other accruals		45,417			63,192
Pension and post retirement benefits		—			5,660
Less: Valuation allowance		(61,439	)		(13,329	)
Total future tax assets		91,887			103,507
Future tax liabilities
Tax depreciation in excess of book amortization		56,407			73,504
Pension obligations		14,823			—
Intangible assets		408,797			413,126
Other assets		13,409			24,626
Total future tax liabilities		493,436			511,256
Net future tax liability		401,549			407,749
Net current future tax asset		30,013			33,243
Net long term future tax liability		431,562			440,992

As at August 31, 2002 the Company had non capital loss carry forwards for income tax purposes of $408,061,000, that expire as follows: 2006 - $2,010,000, 2007 — $12,900,000, 2008 — $63,919,000, 2009 — $128,934 thereafter — $200,298,000.

32

13. STATEMENTS OF CASH FLOWS

The following amounts comprise the net change in non-cash operating accounts included in the statements of cash flows:

	2002			2001
	$000			$000
CASH GENERATED (UTILIZED) BY:
Accounts receivable		6,415			55,986
Broadcast rights		(25,733	)		(55,395	)
Inventory		12,342			(7,342	)
Other current assets		1,400			(5,825	)
Other assets		10,379			25,121
Accounts payable and accrued liabilities		(54,347	)		(35,928	)
Income taxes payable		(6,724	)		(49,125	)
Deferred revenue		(18,620	)		5,046
Film and program accounts payable		19,334			16,056
		(55,554	)		(51,406	)
The following amounts were paid on account of interest and income taxes:
	2002			2001
	$000			$000
Interest		261,265			241,618
Income taxes		23,961			73,796

33

14.	RETIREMENT ASSETS AND OBLIGATIONS
	Information on the Company’s pension and post retirement benefit plans follows:

	Pension benefits						Post retirement benefits
	2002			2001			2002			2001
Plan Assets	$000's			$000's			$000's			$000's
Fair value – beginning of year		220,346			96,351			—			—
Plan assets acquired		8,163			132,425			—			—
Investment income		3,739			(2,444	)		—			—
Employer contributions		3,699			609			400			—
Employee contributions		5,800			4,475			—			—
Benefits, refund of contributions and administrative Expenses		(7,027	)		(11,070	)		(400	)		—
Fair value – end of year		234,720			220,346			—			—
The valuation of the plan net assets is based on market values with unrealized gains and losses averaged over a five year period
Plan Obligations
Accrued benefit obligation – beginning of year		226,361			77,704			35,121			5,816
Obligation acquired		8,084			132,425			—			26,927
Accrued interest on benefits		18,252			13,814			2,503			1,959
Current service cost		15,174			10,586			1,198			419
Past service costs		11,868			—			—			—
Benefits, refund of contributions		(7,027	)		(10,499	)		(400	)		—
Experience loss		4,900			2,331			2,744			—
Accrued benefit obligation – end of year		277,612			226,361			41,166			35,121
The Company’s accrued benefit asset is determined as follows:
Plan deficit		(42,892	)		(6,015	)		(41,166	)		(35,121	)
Unamortized net actuarial loss		41,662			21,069			2,752			—
Unamortized transitional (asset) obligation		(5,573	)		(5,029	)		4,938			5,377
Unamortized past service costs		11,542			—			—			—
Valuation allowance		(916	)		(1,002	)		—			—
Accrued plan asset		3,823			9,023			(33,476	)		(29,744	)
The valuation allowance represents the amount of surplus not recognized on the Company’s balance sheet
The Company’s benefit expense is determined as follows:
Current service cost		15,174			10,586			1,198			419
Employee contributions		(5,800	)		(4,475	)		—			—
Accrued interest on benefits		18,252			13,814			2,503			1,959
Expected return on plan assets		(19,174	)		(16,451	)		—			—
Amortization of transitional (asset) obligation		(358	)		(358	)		439			439
Amortization of past service costs		527			—			—			—
Amortization of net experience losses		57			—			—			—
Changes in valuation allowance		(86	)		(61	)		—			—
Benefit expense		8,592			3,055			4,140			2,817
Employer contribution to the defined contribution plan		1,552			463			—			—
Total pension and post retirement benefit expense		10,144			3,518			4,140			2,817
Significant actuarial assumptions in measuring the Company’s accrued benefit obligations are as follows:
Discount rate		6.75-7.25	%		7.25	%		7.25	%		7.00	%
Expected long-term rate of return on pension plan assets		7.00-7.25	%		7.25-8.00	%		7.00	%		7.00	%
Rate of compensation increase		3.50-4.00	%		4.00	%		4.00	%		4.00	%

34

15.	FINANCIAL INSTRUMENTS
	Financial instruments consist of the following:

	2002				2001
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	$000		$000		$000		$000
Short term assets		578,396		578,396		512,947		512,947
Other investments		162,361		209,515		415,413		410,838
Short term liabilities		629,679		629,679		591,016		591,016
Long term debt		3,337,163		3,281,163		3,795,262		3,701,198
Other long term liabilities		86,217		86,217		88,809		88,809
Unrealized net loss on interest rates swaps		—		56,000		—		94,064

The fair value of short-term assets and liabilities, which include cash and short term investments, accounts receivable, income taxes recoverable, and other assets, bank loans and advances, accounts payable and accrued liabilities and film and program accounts payable approximate their fair value due to the short term nature of these financial instruments.

The fair value of other investments is primarily based on quoted market prices for publicly traded securities, and the most recent purchase transactions and agreements for non-listed securities.

The fair value of long term debt subject to floating interest rates approximates the carrying value. The fair value of long term debt, subject to fixed interest rates, is estimated by discounting future cash flows, including interest payments, using rates currently available for debt of similar terms and maturity.

The fair values of other long term liabilities, including business combination restructuring accruals, and film and television program accounts payable, approximates their carrying values.

The fair values of unrealized net gains and losses on interest rate and cross-currency swaps are based on the amounts at which they could be settled based on estimates of market rates.

Credit risk

The Company is exposed to credit risk, primarily in relation to accounts receivable. Exposure to credit risk varies due to the concentration of individual balances with large advertising agencies. The Company performs regular credit assessments of its customers and provides allowances for potentially uncollectable accounts receivable.

Interest rate risk

The Company manages its exposure to fluctuations in interest rates through the use of interest rate and cross currency interest rate swap agreements, more fully described in note 8.

35

16.	JOINTLY CONTROLLED ENTERPRISE
	The following amounts included in the consolidated financial statements represent the Company’s proportionate interest in TV3 Ireland.

		2002			2001
		$000			$000
Balance sheets
Assets
	Current assets		9,329			7,106
	Long term assets		12,732			12,801
			22,061			19,907
Liabilities
	Current liabilities		32,906			5,700
	Long term liabilities		4,643			29,486
			37,549			35,186
Statements of earnings
Revenue			25,643			9,542
Expenses			24,630			8,051
Net earnings			1,013			1,491
Statements of cash flows
Cash generated (utilized) by:
	Operating activities		(1,936	)		207
	Investing activities		(130	)		(227	)
	Financing activities		2,903			334
	Net increase in cash		837			314

36

17.	COMMITMENTS AND CONTINGENCIES
(a)	The Company’s future minimum payments under the terms of its operating lease commitments for the next five years are as follows:

2003	26,216,987
2004	23,265,207
2005	20,926,748
2006	17,807,462
2007	15,553,883

(b)	On March 5, 2001, a statement of claim was filed against the Company and certain of the Company’s subsidiaries by CBL’s former minority interests requesting, among other things, that their interests in CBL be purchased without minority discount. In addition, the claim alleges the Company wrongfully terminated certain agreements and acted in an oppressive and prejudicial manner towards the plaintiffs. The lawsuit seeks damages in excess of $345 million. The Company believes the allegations are substantially without merit and not likely to have a material adverse effect on its business, financial condition or results of operation. The Company intends to vigorously defend this lawsuit.
(c)	The Company is involved in various legal matters arising in the ordinary course of business. The resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
18.	EVENTS SUBSEQUENT TO AUGUST 31, 2002
	In October 2002, Fireworks Entertainment closed a US$110 million stand alone credit facility with a syndicate of lenders. This facility was used to repay existing Fireworks financing of US$26 million and will finance future growth. The facility is a three-year revolving facility secured by all assets of Fireworks, and bears interest at LIBOR plus 2.25% to 3.5%.
	Subsequent to the end of the 2002 fiscal year, the Company elected to redeem all of its outstanding Series 2 Preference Shares recorded at $50.0 million for an aggregate redemption price of $57.7 million. The shares were redeemed on December 18, 2002, and the Company financed the redemption through its senior credit facility.
	In February 2003, the Company sold its interest in community newspapers and related assets in Southern Ontario for cash proceeds of $193.5 million. The accounting gain on this sale was $20.7 million; assets and liabilities disposed amounted to $179.6 million (including goodwill of $157.0 million) and $6.8 million respectively.
	In April 2003, the Company issued US$200 million in 7.625% senior unsecured notes due April 15, 2013. The proceeds were used to finance the repayment of $275 million of obligations under the 12.125% junior subordinated notes.
19.	SEGMENTED INFORMATION
	The Company operates primarily within the publishing, online, broadcasting and entertainment industries in Canada, New Zealand, Ireland and Australia.

37

Each segment reported below operates as a strategic business unit with separate management. Segment performance is measured primarily on the basis of operating profit. There are no significant inter-segment transactions. Segmented information in Canadian dollars is as follows:

	Publishing and																Corporate
	Online			Broadcasting										Entertainment			and Other			Consolidated
	Canada			Canada		New Zealand					Ireland			Canada
						TV			Radio
	$000			$000		$000			$000		$000			$000			$000			$000
Revenue from external customers
2002		1,270,336			691,888		69,079			60,724		28,317			152,439			—			2,272,783
2001		919,923			701,027		58,436			56,864		31,056			177,469			—			1,944,775
Operating profit (loss) before amortization
2002		288,028			191,092		(1,938	)		16,361		7,654			(743	)		(30,148	)		470,306
2001		207,804			226,458		(8,939	)		14,301		2,748			13,551			(14,852	)		441,071
Amortization of intangibles and goodwill
2002		17,500			—		—			—		—			—			—			17,500
2001		50,504			33,645		2,246			2,834		61			840			29			90,159
Amortization of capital assets and other
2002		44,986			25,924		2,574			2,086		1,869			505			3,380			81,324
2001		32,649			24,195		2,731			1,919		3,046			386			879			65,805
Financing expenses (revenue)
2002		238,521			125,170		261			188		1,728			15,933			(5,169	)		376,632
2001		227,464			113,751		104			234		3,374			16,618			(4,790	)		356,755
Investment gains net of writedowns and dividend income
2002		—			—		—			—		—			—			35,284			35,284
2001		—			—		—			—		—			—			31,582			31,582
Earnings (loss) before taxes
2002		(12,979	)		31,898		(4,898	)		14,087		3,809			(17,181	)		15,398			30,134
2001		(100,046	)		42,536		(14,298	)		9,314		(3,733	)		(4,292	)		30,453			(40,066	)
Capital expenditures
2002		17,063			14,392		1,518			1,207		479			396			18,283			53,338
2001		21,932			16,465		2,163			1,090		86			1,481			6,424			49,641
Property, plant and equipment
2002		490,932			122,956		22,635			8,481		4,183			2,245			27,792			679,224
2001		523,381			130,211		22,099			8,781		4,288			2,312			16,739			707,811
Intangibles
2002		478,439			491,157		47,657			75,333		2,219			—			1,653			1,096,458
2001		450,239			513,807		43,851			70,020		1,330			—			1,165			1,080,412
Goodwill
2002		1,920,333			604,752		19,613			54,323		1,223			30,855			—			2,631,099
2001		3,060,559			662,733		19,613			53,039		1,223			30,855			—			2,828,022
Total assets
2002		3,219,846			1,588,000		141,677			150,176		21,530			425,146			174,753			5,721,128
2001		3,360,423			1,721,356		133,018			141,761		21,950			518,168			402,544			6,299,220

38

	Publishing																		Corporate
	and Online						Broadcasting									Entertainment			and other			Consolidated
	Canada			Canada			New Zealand						Ireland			Canada
							TV			Radio
	$000			$000			$000			$000			$000			$000			$000			$000
Reconciliation of net earnings before taxes to net earnings – year ended August 31, 2002
Earnings (loss) before income tax		(12,979	)		31,898			(4,898	)		14,087			3,809			(17,181	)		15,398			30,134
(Provision for) recovery of income taxes		(8,731	)		(6,595	)		42			94			(612	)		(1,125	)		9,819			(7,108	)
Minority interests		4,330			—			—			—			—			—			—			4,330
Interest in loss of Network TEN (1)		—			—			—			—			—			—			(11,815	)		(11,815	)
Interest in loss of other equity accounted affiliates		—			(1,523	)		—			—			—			—			—			(1,523	)
Realized translation adjustments		—			—			—			—			—			—			(1,000	)		(1,000	)
Net earnings (loss) for the year		(17,380	)		23,780			(4,856	)		14,181			3,197			(18,306	)		12,402			13,018
Reconciliation of net earnings before taxes to net earnings – year ended August 31, 2001
Earnings (loss) before income tax		(100,046	)		42,536			(14,298	)		9,314			(3,733	)		(4,292	)		30,453			(40,066	)
(Provision for) recovery of income taxes		18,304			- 35,099			2,821			(614	)		269			(73	)		3,213			59,019
Minority interests		—			(2,531	)		—			(665	)		—			—			—			(3,196	)
Interest in earnings of Network TEN (1)		—			—			—			—			—			—			52,567			52,567
Interest in earnings (loss) of other equity accounted affiliates		(16,385	)		—			1,894			—			—			—			—			(14,491	)
Realized translation adjustments		—			—			—			—			—			—			(7,200	)		(7,200	)
Net earnings (loss) for the year		(98,127	)		76,998			(11,477	)		8,035			(3,464	)		(4,365	)		79,033			46,633

⁽¹⁾ Selected financial information for Network TEN is presented in note 3.

39

20.           UNITED STATES ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with Canadian GAAP. In certain aspects GAAP as applied in the United States (“U.S.”) differs from Canadian GAAP.

Principal differences affecting the Company

Comprehensive income

Comprehensive income, defined as all changes in equity other than those resulting from investments by owners and distributions to owners, must be reported under U.S. GAAP. There is no similar requirement under Canadian GAAP.

Pre-operating costs

In the U.S., pre-operating costs are expensed in the period incurred. In accordance with Canadian GAAP, the Company defers pre-operating costs until commencement of commercial operations and amortizes the deferred costs over a period of five years.

Foreign currency translation

In the U.S., distributions from self-sustaining foreign operations do not result in a realization of the cumulative translation adjustments account. Realization of such foreign currency translation adjustments occur only upon the sale of all or a part of the investment giving rise to the translation adjustments. In accordance with Canadian GAAP, reductions in the net investment in self-sustaining foreign operations result in a proportionate reduction in the cumulative foreign currency translation adjustment accounts.

Programming commitments

Under Canadian GAAP, certain programming commitments related to an acquisition imposed by regulatory requirements were accrued in the purchase equation. Under U.S. GAAP, these costs are expensed as incurred.

Equity accounted affiliates

Under U.S. GAAP, investments placed in trust due to regulatory requirements must be accounted for at cost. Under Canadian GAAP, these investments are accounted as cost, equity or consolidated investments based on the level of influence that the investor has over the investment.

Investment in WIC on an equity basis

Under Canadian GAAP, the investment in WIC was accounted for using the equity method during the period that this investment was held in trust pending completion of the regulatory approval process. Under US GAAP, the investment was accounted for on a cost basis then, as a result of receiving approval to complete the purchase of WIC, the Company changed its method of accounting for WIC to the equity method. The change in accounting policy was retroactively applied as required under APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. Effective July 6, 2000, the Company consolidated its investment in WIC for both Canadian and US GAAP purposes.

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Impairment of long-lived assets

Under U.S. GAAP, the Company recognizes an impairment loss on property, equipment and broadcast licences and circulation if the undiscounted expected future cash flows are less than the carrying value. The impairment loss recognized would be an amount equal to the difference between the carrying amount and the fair value of the assets. Under Canadian GAAP, the impairment loss would be equal to the difference between the carrying amount and the undiscounted expected future cash flows.

Under U.S. GAAP, goodwill associated with assets acquired in a purchase business combination is included in impairment evaluations of other long-lived assets when events or circumstances exist that indicate the carrying value of those assets may not be recoverable. In addition, impairments of goodwill would be recognized when a review indicates that the goodwill will not be recoverable, as determined based on projected income and cash flows on an undiscounted basis from the underlying operations. In such circumstances, the goodwill will be reduced to the estimated recoverable amount. Under Canadian GAAP, prior to the acquisition of WIC and Southam Publications, the Company has not had any significant goodwill arising on its acquisitions.

The Company regularly assesses the carrying value of its assets and has determined that there is no impairment in long-lived assets at this time.

Investment in marketable securities

In the U.S., investment assets classified as “available for sale” are carried at market, and unrealized temporary gains and losses are included, net of tax, in accumulated comprehensive income. In accordance with Canadian GAAP, the Company carries its investment in marketable securities at lower of cost and net realizable value. A provision for loss in value of marketable securities is made when a decline in market value is considered other than temporary.

Effect of tax rate changes

Under U.S. GAAP, changes in tax rates are applied to reduce or increase future income tax assets or liabilities when the proposed tax rate change has received legislative approval. Under Canadian GAAP, tax rate changes are applied when the change in tax rate is considered substantively enacted.

Cash flow statement

The Canadian accounting standard for the preparation of cash flow statements is consistent with the guidance provided under IAS 7, and accordingly, the cash flow statements presented herein have not been reconciled to U.S. GAAP under the accommodation provided by the Securities and Exchange Commission of the United States (“SEC”).

Proportionate consolidation

In the U.S., investments in jointly controlled entities are accounted as equity investments. Canadian GAAP requires the accounts of jointly controlled enterprises to be proportionately consolidated. This accounting difference applies to the Company’s investment in TV3 Ireland.

Accounting for derivative instruments and hedging activities

Under U.S. GAAP, entities are required to recognize all derivative instruments as either assets or liabilities in the balance sheet, and measure those instruments at fair value. The changes in fair value of the derivative are included in the statement of earnings. Under Canadian GAAP hedging

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	derivatives are eligible for hedge accounting if certain criteria are met. Non-hedging derivatives are recognized at their fair value as either assets or liabilities.
	Cumulative effect of the prospective adoption of new accounting pronouncements
	Under U.S. GAAP, the transitional impairment of goodwill related to Network TEN is recorded as a charge to net earnings in accordance with Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangibles, where as under Canadian GAAP it is recorded as a charge to opening retained earnings. The principles and methods for computing impairment in accordance with FAS 142 are similar to those prescribed under Canadian GAAP, as described in notes 1 and 3.
	Debt classification
	Effective for 2002, in accordance with new requirements under Canadian GAAP, which are consistent with US GAAP, the Company has classified all debt maturing in the following twelve months as current if refinancing was not in place. Previously under Canadian GAAP, debt which the Company intended to refinance was classified as long term. For 2001 under US GAAP this debt was reclassified as current.
	Integration costs related to CanWest Publications
	Under Canadian GAAP certain integration costs related to the CanWest Publications acquisition were accrued in the purchase equation. Under US GAAP, these costs are expensed as incurred.
	Revision of 2002 and Prior Years’ Information
	The Company’s 2001 and subsequent period’s net income and shareholders’ equity have been revised to reflect certain adjustments to previously reported net income and shareholders’ equity in accordance with US GAAP for the accounting for derivative financial instruments. The Company has determined, notwithstanding their designation as hedges and achievement of their intended economic purpose, its cross currency interest rate and interest rate swaps did not meet all of the criteria for hedge accounting under FAS 133. As a result, the unrealized gains and losses on derivative financial instruments are included in net income as they arise whereas previously these amounts were included in other comprehensive income. These adjustments resulted in increasing net income for 2002 by $27.5 million (net of income taxes of $1.3 million) and decreasing net income for 2001 by $55.6 million (net of income taxes of $37.0 million). These adjustments resulted in revised net income and diluted earnings per share for 2002 of ($0.74) and ($0.72) respectively (2001 – ($0.04) and ($0.04)). The effect on shareholders’ equity resulting from these adjustments was an increase of $4.8 million (net of income taxes of $9.4 million) as at August 31, 2002 and a decrease of $5.9 million ( net of income taxes of $2.5 million) as at August 31, 2001.
	New accounting standards
a)	Accounting for asset retirement obligations
	In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 143, Accounting for Asset Retirement Obligations. FAS 143 requires that an asset retirement obligation be recognized as a liability, measured at fair value, in the period in which the obligation is incurred or a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long lived assets and amortized to expense over the useful life of the asset. FAS 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company is currently considering the impact of FAS 143.

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b)	Accounting for the impairment or disposal of long-lived assets
	In fiscal 2003, the Company will adopt new standards approved by the Financial Accounting Standards Board, Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Standard requires that an impairment loss should be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value for assets in use. Long-lived assets classified as held for sale should be measured at the lower of their carrying amount or fair value less cost to sell. The standard also changes the criteria for classification of operating results as discontinued operations. FAS 144 is effective for financial statements prepared beginning on or after December 15, 2001. The Company is currently considering the impact of FAS 144.
c)	Technical corrections
	In April 2002, Statement of Financial Accounting Standard No. 145 was issued rescinding the requirement to include gains and losses on the settlement of debt as extraordinary items. FAS 145 is applicable for fiscal years beginning on or after May 15, 2002. The standard has been adopted by the Company with no impact.
d)	Accounting for costs associated with exit or disposal activities
	In June, 2002, Statement of Financial Accounting Standard No. 146 was issued. The standard requires that liabilities for exit or disposal activity costs be recognized and measured at fair value when the liability is incurred. This standard is effective for disposal activities initiated after December 31, 2002.
	RECONCILIATION TO US GAAP
	Consolidated Statements of Earnings
	The following is a reconciliation of net earnings reflecting the differences between Canadian and U.S. GAAP:

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		2002			2001
		$000			$000
		Revised			Revised
Net earnings in accordance with Canadian GAAP			13,018			46,633
Pre-operating costs net of tax of $1,331 (2001 – ($1,175))			(100	)		3,337
Realization of cumulative translation adjustments net of tax of nil			1,000			7,200
Programming costs imposed by regulatory requirement net of tax of $2,438 (2001 – $774)			(3,232	)		(1,026	)
Integration costs related to CanWest Publications net of tax of $827			(1,470	)		—
Reversal of amortization of goodwill related to future programming costs imposed by regulatory requirement on business combination net of tax of nil			—			938
Equity accounted affiliates in trust net of tax of nil			3,375			(3,375	)
Investment in WIC on an equity basis, net of tax of $nil (2001 – $2,758)			—			(4,138	)
Amortization of WIC goodwill adjustment resulting from retroactive equity accounting of WIC upon regulatory approval, net of tax of nil			—			(1,572	)
Unrealized gain (loss) on interest rate and cross currency swaps net of tax of $1,268 (2001 - $37,016)			27,535			(55,618	)
Net earnings (loss) in accordance with U.S. GAAP before cumulative effect of adoption of new accounting policies			40,126			(7,621	)
Cumulative effect of adoption of new accounting policies net of tax of $2,500			(170,695	)		—
Net earnings (loss) in accordance with U.S. GAAP			(130,596	)		(7,621	)
Amortization of goodwill and indefinite life intangibles, net of tax of ($11,975)			—			64,972
Amortization of goodwill and indefinite life intangibles in equity accounted affiliates, net of tax of nil			—			6,211
Net earnings (loss) in accordance with U.S. GAAP adjusted to exclude amortization expense recognized in 2001			(130,596	)		63,562
Earnings per share:
	Net earnings before cumulative effect of adoption of new accounting policies
	Basic		$0.23			($0.04	)
	Diluted		$0.22			($0.04	)
	Net earnings (loss)
	Basic		($0.74	)		($0.04	)
	Diluted		($0.72	)		($0.04	)
	Adjusted net earnings (loss)
	Basic		($0.74	)	$	0.37
	Diluted		($0.72	)	$	0.37

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Statements of Comprehensive Income

Comprehensive income (loss) – current periods:

		2002			2001
		$000			$000
		Revised			Revised
Net earnings (loss) in accordance with U.S. GAAP			(130,596	)		(7,621	)
Other comprehensive income, net of tax:
	Foreign currency translation gain		26,483			11,511
	Unrealized gains (losses) on securities available for sale, nil (2001 –$5,755)		31,387			(73,178	)
	Realization of prior years unrealized (gains) losses on sale / write-down of securities available for sale, net of tax of nil, (2001 – 486)		60,000			(987	)
			91,387			(74,165	)
	Reclassification of transition adjustment related to interest rate swaps net of tax of $69 (2001 - $70)		115			114
			117,985			(62,540	)
Comprehensive income (loss)			(12,611	)		(70,161	)

Comprehensive income (loss) – accumulated balances:

	Foreign			Unrealized			Transition adjustment
	currency			gains (losses)			on swaps			Total
	translation			on securities			Revised			Revised
Balance, August 31, 2000		(85,958	)		32,307			—			(53,651	)
Transition adjustment on swaps		—			—			(2,577	)		(2,577	)
Change during 2001		11,511			(74,165	)		114			(62,540	)
Balance, August 31, 2001		(74,447	)		(41,858	)		(2,463	)		(118,768	)
Change during 2002		26,483			91,387			115			117,985
Balance, August 31, 2002		(47,964	)		49,529			(2,348	)		(783	)

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Consolidated Balance Sheets

     Balance sheet captions restated to reflect the above items are presented below:

	2002			2001
	$000			$000
	Revised			Revised
ASSETS
Current assets		683,677			640,149
Investment in Network TEN		4,494			107,210
Property, plant and equipment		675,041			687,811
Intangibles and goodwill		3,743,404			3,946,499
Other investments		196,253			370,180
Other assets		485,089			487,029
		5,787,958			6,238,878
LIABILITIES
Current liabilities		621,609			729,624
Long term debt		3,339,507			3,732,710
Other liabilities		197,746			161,768
Future income taxes		406,847			380,052
		4,565,709			5,004,154
SHAREHOLDERS’ EQUITY
Capital stock		896,422			896,313
Contributed surplus		3,647			3,647
Retained earnings		322,963			453,532
Accumulated other comprehensive income (loss)		(783	)		(118,768	)
		1,222,249			1,234,724
		5,787,958			6,238,878

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A reconciliation of shareholders’ equity reflecting the differences between Canadian and U.S. GAAP is set out below:

	2002			2001
	$000			$000
	Revised			Revised
Shareholders’ equity in accordance with Canadian GAAP		1,175,911			1,305,996
Adjustments relating to pre-operating costs, net of tax of $3,608 (2001 – $2,277)		(6,473	)		(6,373	)
Adjustment to goodwill resulting from retroactive equity accounting of WIC upon regulatory approval net of tax of nil		38,503			38,503
Programming costs imposed by regulatory requirement On business combination net of tax of $3,212 (2001 – $774)		(4,258	)		(1,026	)
Integration costs related to CanWest Publications net of tax of $827		(1,470	)		—
Reversal of amortization of goodwill related to future programming costs imposed by regulatory requirement on business combination net of tax of nil		938			938
Adjustment to reflect losses on interest rate and cross currency swaps net of tax of $35,748 (2001 – $37,016)		(28,083	)		(55,618	)
Transition adjustment on interest rate swaps, net of tax of $1,383 (2001 - $1,452)		(2,348	)		(2,463	)
Equity accounted affiliates in trust net of tax of nil		—			(3,375	)
Unrealized gain (loss) on other investments net of tax of nil		49,529			(41,858	)
Shareholders’ equity in accordance with U.S. GAAP		1,222,249			1,234,724

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Other

The following amounts are included in accounts receivable:

	2002		2001
	$000		$000
Allowance for doubtful accounts		14,800		14,500

The following amounts are included in operating expenses:

	2002		2001
	$000		$000
Bad debt expense		5,700		7,800
Rent expense		17,300		12,700

The following amounts are included in accrued liabilities:

	2002		2001
	$000		$000
Accrued salaries		63,000		57,000

Amortization expense related to existing finite life intangibles will be $17.5 million per year to 2005, $8.8 million and $1.5 million in 2006 and 2007, respectively.

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