FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of ~~May~~August, 2010

SUN MEDIA CORPORATION

(Translation of registrant’s name into English)

333 King Street East, Toronto, Ontario M5A 3X5 CANADA

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

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

Yes ¨ No x

Quarterly Report for the Period Ending

~~March~~June 3130, 2010 of

SUN MEDIA CORPORATION

Filed in this Form 6-K

Documents index

1. Quarterly report for the period ending ~~March~~June 3130, 2010 for Sun Media Corporation

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

COMPANY PROFILE

Sun Media Corporation (“Sun Media” or the “Company”), a newspaper publishing company, is a subsidiary of Quebecor Media Inc. (“Quebecor Media”), itself a subsidiary of Quebecor Inc. Sun Media publishes ~~187~~188 publications across Canada in urban and community markets. The Urban Daily Group consists of eight paid daily newspapers, and three weekly publications as well as Sun Media’s distribution business, Messageries Dynamiques. In addition, the Urban Daily Group operates six free daily publications, 24 Hours in Toronto, Ottawa, Calgary, Edmonton and Vancouver and 24 Heures in Montreal. The Community Newspaper Group includes Sun Media’s other publications, including nine paid daily community newspapers and ~~161~~162 weekly newspapers, weekly shopping guides and agricultural and other specialty publications.

The following Management’s Discussion and Analysis covers the main activities of the Company in the ~~first~~second quarter of 2010 and the major changes from the last financial year. The unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) and all amounts are in Canadian dollars unless otherwise indicated. For a discussion of the principal differences between Canadian GAAP and the accounting principles generally accepted in the United States (“U.S. GAAP”) as they relate to Sun Media’s unaudited financial statements, see Note 1011 to the Company’s unaudited financial statements for the three~~-month~~ ~~period~~and six months ended ~~March~~June 3130, 2010. This Management’s Discussion and Analysis should be read in conjunction with the information in the Annual Report (Form 20-F) for the year ended December 31, 2009 which is available on the website of the U.S. ~~Securities~~ Securities and Exchange Commission at www.sec.gov.

HIGHLIGHTS SINCE THE FIRST QUARTER OF 2010

During the second quarter of 2010, Quebecor Media announced the creation of SUN TV News, a new partnership in which TVA Group Inc. will hold a 51% interest and Sun Media will hold a 49% interest. SUN TV News will be a hard news / straight talk English specialty channel and is expected to launch in the first quarter of 2011.

NON-GAAP FINANCIAL MEASURE

In its analysis of operating results, Sun Media uses the supplemental financial measure operating income. Sun Media defines operating income as net income before amortization, financial expenses, ~~loss~~ (gain) loss on valuation and translation of financial instruments, restructuring of operations, equity loss on investment in SUN TV Company (“SUN TV”) and income taxes. Operating income, and ratios using this measure, are not required by or recognized under Canadian GAAP or U.S. GAAP. Operating income is not intended to be a measure that should be regarded as an alternative to other financial operating performance measures or to the statement of cash flows as a measure of liquidity. It is not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses; it should not be considered in isolation as a substitute for measures of performance prepared in accordance with Canadian GAAP or U.S. GAAP. Operating income is used by Sun Media because management believes it is a meaningful measure of performance commonly used in the publishing industry and by the investment community to analyze and compare companies. Operating income has limitations as an analytical tool, including:

•

it does not reflect financial expenses, including interest payments, or the cash required to pay interest and other financial expenses;

•

it does not reflect income tax expense or the cash required to pay income taxes;

•

although amortization is a non-cash charge, the assets being amortized will often have to be replaced in the future, and operating income does not reflect cash requirements for such capital expenditures;

•

it does not reflect the cash required to pay expenses relating to Sun Media’s restructuring initiatives;

•

it does not reflect cash outlays for future contractual commitments; and

•

it does not reflect impairments or equity losses, including Sun Media’s equity losses in and advances to SUN TV.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

Sun Media’s definition of operating income may not be identical to similarly titled measures reported by other companies, limiting the usefulness of operating income as a comparative measure. Table 1 provides the reconciliation of net income to operating income under Canadian GAAP and the reconciliation of operating income to cash flows provided by operating activities under Canadian GAAP for the three and six months ended ~~March~~June 3130, 2010 and 2009.

Table 1

Reconciliation between the operating income measure used in this report and the net income and cash flows provided by operating activities measures used in the unaudited interim financial statements:

(in millions of Canadian dollars)

	Three months endedMarch 31
	Three months ended June 30						Six months endedJune 30
	2010			2009			2010			2009
Net income	$	1533.89		$	623.6		$	49.7		$	30.2
Amortization		4.74			5.16			9.1			10.7
Financial expenses		7.6			108.08			15.2			18.8
Loss (gain) on valuation and translation of financial instruments		0.6			(2.7	)
(Gain) loss on valuation and translation of financial instruments		(2.5	)		1.3			(1.9	)		(1.4	)
Restructuring of operations		21.23			~~2.7~~—			3.5			2.7
Equity loss on investment in SUN TV		—			0.5			—			1.1
Income taxes		17.92			05.75			9.1			6.2
Operating income	$	3251.89		$	2245.93		$	84.7		$	68.3
Financial expenses		(7.6	)		(108.08	)		(15.2	)		(18.8	)
Restructuring charges		(2.2	)		(2.7	)
Restructuring of operations		(1.3	)		—			(3.5	)		(2.7	)
Current income taxes		(16.09	)		—			(7.9	)		—
Amortization of financing costs and long-term debt discount and other		0.43			0.45			0.7			0.8
Net change in non-cash balances related to operating activities		(818.05	)		7(5.97	)		(26.5	)		2.2
Cash flows provided by operating activities	$	1417.49		$	1831.53		$	32.3		$	49.8

2010/2009 ~~FIRST~~SECOND QUARTER COMPARISON

Revenues: $~~188~~209.21 million, a decrease of $6.0.6 million (30.13%).

• Advertising revenues decreased $51.3 million or 30.8% and circulation revenues decreased $31.30 million or 72.94%. Revenues from commercial printing, distribution and other sources increased $21.67 million or 2011.59%. ~~The Company continues to experience a period of dramatic transformation due to the industry-wide changes of the past several years.~~

• Advertising revenues in the Urban Daily Group were 2.26% ~~below~~higher than last year. ~~This~~due ~~variance~~mainly isto ~~largely~~higher ~~explained~~classified ~~by a decline in retail and national~~ advertising revenue. Advertising revenues ~~declined~~increased mainly in ~~the~~Quebec ~~western~~ urban daily newspapers. Advertising revenues from the free dailies ~~declined~~increased 21.91%.

• Advertising revenues in the Community Newspaper Group and other operations decreased 67.30%, with the biggest portion of the decline resulting from advertising softness in the Quebec and Alberta regions.

• Circulation revenues decreased $31.30 million or 72.94% due to lower average paid circulation in most of the urban daily newspapers.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

Operating expenses: $~~155~~157.42 million, a decrease of $157.92 million (94.34%).

• Labour expenses ~~increased~~decreased 03.95%, newsprint expense decreased 2514.07% and all other operating expenses decreased 132.52%.

• Labour expenses ~~increased~~decreased in the quarter primarily due to:

• ~~the~~savings ~~reversal~~from ofrestructuring ~~$4.9 million of bonus accruals in the prior period~~initiatives;

• ~~additional~~savings ~~stock-based~~in ~~compensation~~commissions ~~expense~~and ~~of $1.5 million~~benefits; and

~~Partially~~• ~~offset~~lower ~~by:~~stock-based compensation expense of $0.7 million.

• savings from restructuring initiatives implemented since December 2008; and

• savings in commissions and benefits.

•	Newsprint expense decreased in the quarter substantially due to lower newsprint prices compared to the prior period.

•	Other operating expenses decreased in the quarter primarily due to:

• savings as a result of strict cost containment initiatives, particularly in the areas of promotion, marketing and administration; ~~and~~

•Partially ~~lower~~offset ~~Quebecor~~by: ~~Media management fees of $0.3 million.~~

~~Operating~~• ~~income:~~higher ~~$32.8~~Quebecor ~~million,~~Media anmanagement ~~increase~~fees of $91.92 million; ~~(43.2%).~~ and

•

reversal of a $2.0 million bad debt provision in the prior year.

Operating income: $51.9 million, an increase of $6.6 million (14.5%).

•	Operating income increased primarily due to:

•

lower newsprint expense of $3.1 million;

•

savings as a result of strict cost containment initiatives, particularly in the areas of promotion, marketing and administration fees;

•

savings from restructuring initiatives;

•

lower stock-based compensation of $0.7 million;

Partially offset by:

•

reversal of a $2.0 million bad debt provision in the prior year;

•

higher Quebecor Media management fees of $1.2 million; and

•

a $0.6 million decrease in total revenues.

Amortization: $4.4 million, a decrease of $1.2 million (19.0%).

•	Amortization decreased as certain long-lived assets were fully amortized by the end of 2009.

Financial expenses: $7.6 million, a decrease of $1.2 million (14.0%).

•	Financial expenses decreased mainly due to:

•

lower variable interest rates on the Company’s Senior Notes; and

•

lower interest from the conversion of $49.5 million in Quebecor Media subordinated loans to Class A Common Shares in the second quarter of 2009.

(Gain) loss on valuation and translation of financial instruments: $2.5 million gain, compared to $1.3 million loss in the second quarter of 2009.

•	The change was due to:

•

a $19.0 million favourable variance in the gain on embedded derivatives and derivative instruments for which hedge accounting is not used;

Partially offset by:

•

a $14.2 million unfavourable variance on loss on foreign currency translation of financial instruments for which hedge accounting is not used; and

•

a $0.9 million unfavourable variance on gain on ineffective portion of fair value hedges.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

SECOND QUARTER 2010

Charge for restructuring of operations: $1.3 million, compared with $nil in 2009.

•	Restructuring charges of $1.3 million were recorded for the three months ended June 30, 2010, substantially all related to the elimination of positions, mainly resulting from production consolidation initiatives.

Income taxes: $7.2 million (effective tax rate of 17.5%) expense compared to $5.5 million (effective tax rate of 19.0%) in the same quarter of 2009.

•	The unfavourable variance of $1.7 million was mainly due to:

•

increase in income before tax in the second quarter of 2010 of $12.0 million, resulting in an unfavourable tax impact of $3.2 million;

•

unfavourable tax impact of $1.8 million related to the Company’s derivative financial instruments;

•

recognition of future income tax benefits on certain unrealized capital losses in the prior year resulting in an unfavourable impact of $1.7 million;

Partially offset by:

•

increase in interest expense on subordinated loans and convertible obligations to related companies resulting in lower income tax expense of $3.8 million.

Net income: $33.9 million, compared with $23.6 million in the same quarter in 2009.

•	The increase of $10.3 million was mainly due to:

•

higher operating income of $6.6 million;

•

a favourable variance of $3.8 million in gains and losses on valuation and translation of financial instruments;

•

lower financial expenses of $1.2 million;

•

lower amortization of $1.1 million;

Partially offset by:

•

higher income taxes of $1.7 million; and

•

higher charge for restructuring of operations of $1.3 million.

2010/2009 SECOND QUARTER YEAR-TO-DATE COMPARISON

Revenues: $397.3 million, a decrease of $6.7 million (1.6%).

•	Advertising revenues decreased $6.6 million or 2.2% and circulation revenues decreased $4.3 million or 5.2%. Revenues from commercial printing distribution and other sources increased $4.3 million or 16.0%.

•	Advertising revenues in the Urban Daily Group were 0.3% higher than last year due mainly to higher classified advertising revenue. Advertising revenues increased mainly in Quebec urban daily newspapers. Advertising revenues from the free dailies decreased 0.9%.

•	Advertising revenues in the Community Newspaper Group and other operations decreased 7.0%, with the biggest portion of the decline resulting from advertising softness in the Quebec and Alberta regions.

•	Circulation revenues decreased $4.3 million or 5.2% due to lower average paid circulation in most of the urban daily newspapers.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

SECOND QUARTER 2010

Operating expenses: $312.6 million, a decrease of $23.1 million (6.9%).

•	Labour expenses decreased 1.3%, newsprint expense decreased 19.7% and all other operating expenses decreased 8.2%.

•	Labour expenses decreased in the quarter primarily due to:

•

savings from restructuring initiatives;

•

savings in commissions and benefits;

Partially offset by:

•

reversal of $4.9 million of management bonuses accruals in the prior period; and

•

higher stock-based compensation expense of $0.8 million.

•	Newsprint expense decreased in the period substantially due to lower newsprint prices compared to the prior period.

•	Other operating expenses decreased in the period primarily due to:

•

savings as a result of strict cost containment initiatives, particularly in the areas of promotion, marketing and administration;

Partially offset by:

•

reversal of a $2.0 million bad debt provision in the prior year; and

•

higher Quebecor Media management fees of $0.9 million.

Operating income: $84.7 million, an increase of $16.5 million (24.1%).

•	Operating income increased primarily due to

• lower newsprint expense of $58.12 million;

•

savings as a result of strict cost containment initiatives, particularly in the areas of promotion, marketing and administration fees;

• savings from restructuring initiatives ~~implemented since December 2008~~;

Partially offset by:

• ~~additional~~a ~~stock-based compensation of~~ $16.57 million decrease in total revenues;

• ~~the~~ reversal of $4.9 million of management bonus accruals in the prior period; ~~and~~

• reversal of a $62.0 million ~~decrease~~bad debt provision in ~~total~~the ~~revenues.~~prior year;

~~Amortization:~~• ~~$4.7~~higher ~~million,~~Quebecor aMedia ~~decrease~~management fees of $0.59 million; ~~(9.1%).~~ and

• ~~Amortization~~higher ~~decreased as certain long~~stock-~~lived~~based ~~assets~~compensation ~~were fully amortized by the end~~ of ~~the~~$0.8 ~~fourth quarter of 2009~~million.

~~Financial expenses~~Amortization: $79.61 million, a decrease of $21.46 million (2314.73%).

•	Amortization decreased as certain long-lived assets were fully amortized by the end of 2009.

Financial expenses: $15.2 million, a decrease of $3.6 million (19.1%).

•	Financial expenses decreased mainly due to:

•

lower variable interest rates on the Company’s Senior Notes; and

•

lower interest from the conversion of $49.5 million in Quebecor Media subordinated loans to Class A Common Shares in the second quarter of 2009.

~~Loss~~ (~~gain~~Gain) loss on valuation and translation of financial instruments: $01.69 million ~~loss~~gain, compared to $21.74 million gain in the ~~first~~same ~~quarter~~period of 2009.

•	The change was due to:

• a $108.46 million ~~unfavourable~~favourable variance in the loss on embedded derivatives and derivative instruments for which hedge accounting is not used; ~~and~~

• a $0.8 million unfavourable variance on gain on ineffective portion of fair value hedges;

Partially offset by:

• a $76.93 million ~~favourable~~unfavourable variance on ~~gain~~loss on foreign currency translation of financial instruments for which hedge accounting is not used.; and

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

~~Charge~~• ~~for~~a ~~restructuring of operations:~~ $21.28 million, ~~compared~~unfavourable ~~with~~variance ~~$2.7~~on ~~million~~gain inon ~~2009.~~ineffective portion of fair value hedges.

•Charge ~~Restructuring~~for ~~charges~~restructuring of operations: $23.25 million ~~were recorded for the three months ended March 31~~, ~~2010~~compared ofwith ~~which~~ $2.47 million ~~related~~in ~~to the elimination of positions, mainly resulting from back-office consolidation initiatives~~2009.

• Restructuring charges ~~for the three months ended March 31, 2009~~ of $23.75 million ~~related~~were torecorded ~~severances~~ for ~~employees~~the insix amonths ~~number~~ended ofJune ~~publications~~30, in2010, ~~the~~substantially ~~western~~all ~~region,~~related ~~including~~to 24the ~~Hours~~elimination ~~Vancouver~~of positions, ~~Edmonton~~mainly ~~Sun,~~resulting ~~Calgary~~from ~~Sun~~production and ~~several~~back-office ~~Alberta~~consolidation ~~community papers~~initiatives.

~~Income~~• ~~taxes:~~Restructuring ~~$1.9~~charges ~~million~~for ~~(effective~~the ~~tax~~six ~~rate~~months ofended ~~10.9%)~~June ~~expense~~30, ~~compared~~2009 toof $02.7 million ~~(effective~~related ~~tax~~to ~~rate~~severances for employees in a number of ~~9.7%)~~publications in the ~~same quarter~~western ofregion, ~~2009.~~including 24 Hours Vancouver, Edmonton Sun, Calgary Sun and several Alberta community newspapers.

•Income ~~The~~taxes: ~~unfavourable~~$9.1 ~~variance~~million (effective tax rate of 15.5%) expense compared to $16.2 million ~~was~~(effective ~~mainly~~tax ~~due~~rate ~~to:~~of 17.1%) in the same period of 2009.

• ~~increase~~The inunfavourable ~~income~~variance ~~before tax in the first quarter~~ of ~~2010 of~~ $102.49 million, ~~resulting~~was inmainly andue ~~unfavourable tax impact of $3.1 million;~~to:

•

increase in income before tax in the six months ended June 30, 2010 of $22.4 million, resulting in an unfavourable tax impact of $6.0 million;

•

recognition of future income tax benefits on certain unrealized capital losses in the prior year resulting in an unfavourable impact of $1.7 million;

•

unfavourable tax impact of $1.6 million from derivative financial instruments;

Partially offset by:

• increase in interest expense on subordinated loans toand ~~Quebecor~~convertible ~~Media~~obligations ~~Printing~~to related companies resulting in lower income tax expense of $15.97 million.

Net income: $1549.87 million, compared with $630.62 million in the same ~~quarter~~period in 2009.

• The increase of $919.25 million was mainly due to:

• higher operating income of $916.95 million;

• lower financial expenses of $23.46 million;

• lower ~~charge~~amortization ~~for restructuring~~ of ~~operations of~~ $01.56 million;

Partially offset by:

• higher income taxes of $1.2.9 million; and

• anhigher ~~unfavourable~~charge ~~variance~~for restructuring of ~~$3.3~~operations ~~million in gains and losses on valuation and translation~~ of ~~financial~~$0.8 ~~instruments~~million.

CASH FLOWS AND FINANCIAL POSITION

Operating Activities

Cash flows provided by operating activities: $1417.49 million in the ~~first~~second quarter of 2010, compared with $1831.53 million in the same quarter of 2009.

• The $413.14 million decrease was mainly due to:

• negative net changes in non-cash balances related to operating activities of $1512.98 million mainly related to the timing of payments;

•

higher current tax expense of $6.9 million;

•

higher restructuring charges of $1.3 million;

Partially offset by:

• $96.96 million increase in operating income; and

• $21.42 million decrease in financial expenses.

• ~~During~~Year-to-date ~~the~~cash ~~three~~flows ~~months~~provided ~~ended~~by ~~March~~operating ~~31,~~activities ~~2010,~~decreased ~~payments of~~ $417.15 million ~~were~~mainly ~~made~~due ~~in relation~~ to ~~restructuring initiatives implemented since the fourth quarter of 2008.~~:

~~Working~~• ~~capital~~negative ofnet ~~Sun~~changes ~~Media:~~in ~~$114.5~~non-cash ~~million~~balances atrelated ~~March 31,~~to ~~2010, compared~~operating ~~with~~activities ~~$62.3 million at December 31, 2009. The favourable variance~~ of $5228.27 million ~~was~~ mainly ~~due~~related to the ~~reclassification~~timing of the Company’s assets held for sale balance to current assets, an increase in cash and cash equivalents of $9.6 million and a decrease in accounts payable and accrued liabilities of $17.5 million. This was partially offset by a decrease in accounts receivable of $10.5 million. payments;

•

higher current tax expense of $7.9 million;

•

higher restructuring charges of $0.8 million;

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

Partially offset by:

•

$16.4 million increase in operating income; and

•

$3.6 million decrease in financial expenses.

•	During the three and six months ended June 30, 2010, payments of $3.5 million and $7.6 million, respectively, were made in relation to restructuring initiatives implemented.

Working capital of Sun Media: $27.0 million at June 30, 2010, compared with $62.3 million at December 31, 2009. The unfavourable variance of $35.3 million was mainly due to a decrease in cash and cash equivalents of $61.5 million and an increase in current taxes payable of $6.0 million, offset by a decrease in accounts payable and accrued liabilities of $38.4 million.

Investing Activities

• Additions to property, plant and equipment and intangible assets ~~increased~~decreased $1.10 million in the ~~first~~second quarter of 2010 to $2.3 million and increased $0.1 million to $6.9 million on a year-to-date basis as compared to the prior year.

•

On January 20, 2010, the Company entered into a tax consolidation transaction with Quebecor Media Printing Inc. (“Quebecor Media Printing”), a related company, whereby Quebecor Media Printing issued a subordinated loan in the amount of $590.0 million to Sun Media bearing interest at an annual rate of 11.0%. Concurrently, Sun Media used those proceeds to invest in $590.0 million of preferred shares issued by Quebecor Media Printing at a dividend rate of 11.25%.

• As part of its restructuring initiatives, Sun Media sold certain tangible assets in ~~April~~the second quarter of 2010 for total proceeds of approximately $40.3 million and the excess over net book value of $3.9 million, net of related income taxes of $0.9 million, was recorded in contributed surplus.

Financing Activities

• The decrease in long-term debt of $42.32 million in the ~~first~~six ~~quarter~~months ofended June 30, 2010 was mainly due to the following changes:

Cash adjustments:

• mandatory and other principal debt repayments by Sun Media in the amount of $0.12 million;.

Other non-cash adjustments:

• $42.67 million favourable impact of foreign currency translation and fair value adjustments;

~~Marginally~~Partially offset by:

• ~~amortization~~Amortization of financing costs and long-term debt discount of $0.47 million.

~~Financial~~• ~~Position~~Assets asand liabilities related to derivative financial instruments totaled a net liability of ~~March 31~~$89.1 million at June 30, 2010 compared with a net liability of $88.6 million at December 31, 2009, a net value reduction of $0.5 million. The variance was caused by a change in the fair value of the Company’s derivative financial instruments.

~~Total~~• ~~available~~During ~~liquidity:~~the ~~total~~three ~~available~~and ~~liquidity~~six ismonths ~~$203.2~~ended ~~million~~June 30, ~~comprised~~2010, ofthe aCompany ~~revolving~~made ~~credit~~dividend ~~facility~~payments of $70127.0 million~~, which~~ ~~was~~to ~~undrawn~~its asparent ~~of March 31~~company, ~~2010,~~Quebecor ~~and cash and cash equivalents of $133~~Media.~~2 million.~~

~~Long-term~~SUN ~~debt:~~MEDIA ~~$244.2 million,~~CORPORATION ~~compared with $248.5 million as of December 31, 2009, a decrease of $4.3 million (see “Financing Activities” above).~~

AsMANAGEMENT’S ofDISCUSSION ~~March 31,~~AND ~~2010,~~ANALYSIS ~~the aggregate amount of minimum principal payments on long-term debt required in each of the next five years and thereafter, based on borrowing levels as at that date, is as follows:~~

SECOND QUARTER 2010

Financial Position as of June 30, 2010

Total available liquidity: total available liquidity is $132.0 million, comprised of a revolving credit facility of $70.0 million, which was undrawn as of June 30, 2010, and cash and cash equivalents of $62.0 million.

Long-term debt: $246.3 million, compared with $248.5 million as of December 31, 2009, a decrease of $2.2 million (see “Financing Activities” above).

As of June 30, 2010, the aggregate amount of minimum principal payments on long-term debt required in each of the next five years and thereafter, based on borrowing levels as at that date, is as follows:

Table 2

Minimum principal amount on Sun Media’s long-term debt

12-month periods ending on ~~March~~June 3130

(in millions of Canadian dollars)

2011	$	0.4
2012		0.4
2013		~~246~~248.54
2014		—
2015		—
2016 and thereafter		—
Total	$	~~247~~249.32

The weighted average term of Sun Media’s debt was approximately 2.86 years as of ~~March~~June 3130, 2010 (3.1 years as of December 31, 2009). The debt comprises approximately 10.9% fixed-rate debt (10.9% as of December 31, 2009) and 89.1% floating-rate debt (89.1% as of December 31, 2009).

~~SUN~~Management ~~MEDIA~~expects ~~CORPORATION~~that the principal needs for cash relating to Sun Media’s existing operations will be to fund operating activities and working capital, capital expenditures, distributions to its shareholder, debt repayment and debt service. Management also believes that cash provided by operating activities and the available sources of financing should be sufficient to cover the Company’s principal cash requirements. Pursuant to its financing agreements, the Company is required to maintain certain financial ratios. The key covenants in these agreements include an interest coverage ratio and leverage ratio (long-term debt over operating income). As of June 30, 2010, the Company was in compliance with its required ratios.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FIRST QUARTER 2010

Management expects that the principal needs for cash relating to Sun Media’s existing operations will be to fund operating activities and working capital, capital expenditures, distributions to its shareholder, debt repayment and debt service. Management also believes that cash provided by operating activities and the available sources of financing described above should be sufficient to cover the Company’s principal cash requirements. Pursuant to its financing agreements, the Company is required to maintain certain financial ratios. The key covenants in these agreements include an interest coverage ratio and leverage ratio (long-term debt over operating income). As of March 31, 2010, the Company was in compliance with its required ratios.

Dividends: The Company did not make any dividend payments during the three months ended March 31, 2010. On April 21 and May 12, 2010, Sun Media paid dividends of $22.0 million and $20.0 million, respectively, to Quebecor Media.

ADDITIONAL INFORMATION

Contractual Obligations

As of ~~March~~June 3130, 2010, material contractual obligations included capital repayment and interest on long-term debt and subordinated ~~loans~~ loan to Quebecor Media, obligations related to derivative financial instruments and operating lease arrangements. Table 3 is a summary of contractual obligations related to financial instruments. There is no material change during the ~~first~~second quarter of 2010 in operating lease arrangements compared to the disclosures in the Annual Report for the year ended December 31, 2009 (Form 20-F).

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

SECOND QUARTER 2010

Table 3

Financial contractual obligations as of ~~March~~June 3130, 2010

(in millions of Canadian dollars)

	Total		Less than1 year		1-3years		3-5years		5 yearsand more
Accounts payable and accrued charges	$	~~164~~140.20	$	~~164~~140.20	$	—	$	—	$	—
Long-term debt		~~247~~249.32		0.4		~~246~~248.98		—		—
Interest on long-term debt (a)		4446.78		1516.10		2930.68		—		—
Subordinated loans to Quebecor Media		212.0		—		—		212.0		—
Interest on subordinated loans		5350.91		14.8		3935.13		—		—
Derivative instruments (b)		~~101~~99.02		—		~~101~~99.02		—		—
Operating leases and other commitments		2930.98		1213.79		10.47		4.62		2.20
Total	$	~~853~~828.01	$	~~207~~185.21	$	~~427~~424.08	$	216.62	$	2.20

(a) Estimated interest payable on long-term debt based on the hedged and unhedged interest rates and hedged foreign exchange rate as of ~~March~~June 3130, 2010.

(b)	Estimated future disbursements, net of receipts, related to derivative financial instruments used for foreign exchange hedging.

The table above excludes obligations under subordinated loans to related companies for which proceeds are used to invest in preferred shares of related companies for tax consolidation purposes of Quebecor Media and its subsidiaries.

Financial Instruments

Sun Media uses a number of financial instruments, mainly cash and cash equivalents, trade receivables, temporary investments, long-term investments, bank indebtedness, trade payables, accrued liabilities, long-term debt and derivative financial instruments.

As of ~~March~~June 3130, 2010, Sun Media was using derivative financial instruments to manage its exchange rate and interest rate exposure. The Company has entered into foreign-exchange forward contracts and cross-currency interest rate swap arrangements to hedge the foreign currency risk exposure on the entirety of its U.S. dollar-denominated long-term debt. Sun Media also uses interest rate swaps in order to manage the impact of interest rate fluctuations on other long-term debt. The Company does not hold or use any derivative financial instruments for trading purposes.

The fair value of derivative financial instruments is estimated using valuation models that project future cash flows and discount the future amounts to a present value using the contractual terms of the derivative instrument and factors observable in external markets, such as period-end swap rates and foreign exchange rates. An adjustment is also included to reflect non-performance risk, impacted by the financial and economic environment prevailing at the date of the valuation, in the recognized measure of fair value of the derivative instruments by applying a credit default premium to a net exposure by the counterparty or by the Company (see Table 4).

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

Sun Media also uses interest rate swaps in order to manage the impact of interest rate fluctuations on other long-term debt. The Company does not hold or use any derivative financial instruments for trading purposes.

Table 4

Fair value of derivative financial instruments

(in millions of dollars)

	March 31, 2010							December 31, 2009
	June 30, 2010								December 31, 2009
	Notionalvalue			Book valueandFair value				Notionalvalue			Book valueandFair value
	Carryingvalue				Fairvalue				Carryingvalue				Fairvalue
Derivative financial instruments
Long-term debt	$	(249.2	)		$	(248.6	)		$	(252.1	)		$	(232.4	)
Interest rate swap	$	38.4		$	(1.6	)		$	38.5		$	(1.9	)
Derivative financial instruments
Cross-currency interest rate swaps and foreign exchange forward contracts on senior notes	US$	205.0		$	(91.9	)		US$	205.0		$	(86.7	)
Early settlement option	$	0.4			$	0.4				—				—
Interest rate swap	$	(1.6	)		$	(1.6	)		$	(1.9	)		$	(1.9	)
Cross-currency interest rate swaps and foreign exchange forward contracts on senior notes	$	(87.5	)		$	(87.5	)		$	(86.7	)		$	(86.7	)

(Gain) loss on valuations and translations of financial instruments for the ~~first~~second quarter 2010 are summarized in Table 5.

Table 5

~~Loss~~ (~~gain~~Gain) loss on valuation and translation of financial instruments

(in millions of dollars)

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			2009			2010			2009
Loss (gain) on embedded derivatives and derivative instruments for which hedge accounting is not used	$	4.0		$	(6.4	)
(Gain) loss on embedded derivatives and derivative instruments for which hedge accounting is not used	$	(3.7	)	$	15.3		$	0.3		$	8.9
(Gain) loss on foreign currency translation of financial instruments for which hedge accounting is not used		(3.6	)		4.3
Loss (gain) on foreign currency translation of financial instruments for which hedge accounting is not used		1.3			(12.8	)		(2.2	)		(8.5	)
Loss (gain) on the ineffective portion of fair value hedges		0.2			(0.6	)
(Gain) loss on the ineffective portion of fair value hedges		(0.2	)		(1.2	)		—			(1.8	)
	$	0(2.6	)	$	(21.73	)	$	(1.9	)	$	(1.4	)

A ~~gain~~loss of $0.21 million was recorded under other comprehensive income in the ~~first~~second quarter of 2010 in relation to cash flow hedging relationships ($0.029 million gain in 2009). A gain of $0.2 million was recorded under other comprehensive income in the six months ended June 30, 2010 in relation to cash flow hedging relationships ($0.9 million gain in 2009).

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FIRST QUARTER 2010

RECENT ACCOUNTING DEVELOPMENTS IN CANADA

In February 2008, Canada’s Accounting Standards Board confirmed that Canadian GAAP, as used by publicly accountable enterprises, will be fully converged to IFRS, as issued by the International Accounting Standards Board (“IASB”). For its 2011 interim and annual financial statements, the Company will be required to report under IFRS and to provide IFRS comparative information for the 2010 financial year.

IFRS uses a conceptual framework similar to Canadian GAAP, but there are significant differences on recognition, measurement and disclosures. As part of the IFRS conversion project, the Company has established an implementation team that includes a project manager, senior levels of management from all relevant departments and subsidiaries, and a steering committee to oversee the project. An external expert advisor has also been hired to assist.

Regular progress reporting to senior management and to the Audit Committee on the status of the IFRS conversion project has been established.

The conversion project consists of four phases.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

SECOND QUARTER 2010

“Diagnostic” Phase – This phase involves a detailed review and initial scoping of accounting differences between Canadian GAAP and IFRS, a preliminary evaluation of IFRS 1 exemptions for first-time IFRS adopters, and a high-level assessment of potential consequences on financial reporting, business processes, internal controls, and information systems.

“Design and Solutions Development” Phase – This phase involves prioritizing accounting treatment issues and preparing a conversion plan, quantifying the impact of converting to IFRS, reviewing and approving accounting policy choices, performing a detailed impact assessment and designing changes to systems and business processes, developing IFRS training material, and drafting IFRS financial statement content.

“Implementation” Phase – This phase involves embedding changes to systems, business processes and internal controls, determining the opening IFRS transition balance sheet and tax impacts, parallel accounting in 2010 under Canadian GAAP and IFRS, and preparing detailed reconciliations of Canadian GAAP to IFRS ~~financial~~of the 2010 comparatives figures in the 2011 financial statements.

“Post-Implementation” Phase – This phase involves conversion assessment, evaluating improvements for a sustainable operational IFRS model, and testing the internal controls environment.

The Company has completed the diagnostic phase and the project design, has developed solutions for all of the important topics, and is continuing to execute its project implementation strategy. Comprehensive training has been given to key employees throughout the organization who will be affected by the changeover to IFRS, and the progress of the Company’s changeover plan continues to be communicated to internal and external stakeholders.

Management has assessed the exemptions from full retrospective application available under IFRS 1, First-Time Adoption of International Financial Reporting Standards, and their potential impacts on the Company’s financial position.

On adoption of IFRS, the significant exemptions the Company intends to elect at transition with their related impacts in the opening balance sheet are as follows:

Exemption		Application of exemption
Business combinations		The Company expects to elect not to restate any business combinations that occurred prior to January 1, 2010. No impact is expected in the transitional balance sheet.
Employee benefits		On transition, the Company expects to elect to recognize immediately cumulative actuarial gains and losses arising from all of its defined benefit plans as at the transition date in opening retained earnings, with a corresponding increase in pension liabilities.
Borrowing costs		On transition, the Company may elect to capitalize borrowing costs as calculated under IFRS on qualifying assets prospectively beginning on the transition date or a designated date prior to transition. As a result, certain long-term asset balances and opening retained earnings may increase in the transitional balance sheet.

In addition to the elective exemptions described above, IFRS does not permit the retrospective application of IFRS in the determination of prior period estimates and the designation of hedging arrangements. As such, assumptions used to calculate estimates under Canadian GAAP will be used for the purpose of preparing the IFRS transitional balance sheet. In addition, hedge accounting will only be applied on transition to previously designated hedging relationships.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

Exemption Application of exemption Borrowing costs On transition, the Company expects to elect to apply the capitalization of borrowing costs as calculated under IFRS on qualifying assets prospectively beginning on a designated date prior to transition. As a result, certain long-term asset balances and opening retained earnings will decrease in the transitional balance sheet.

In addition to the elective exemptions described above, IFRS does not permit the retrospective application of IFRS in the determination of prior period estimates and the designation of hedging arrangements. As such, estimates calculated under Canadian GAAP will be used for the purpose of preparing the IFRS transitional balance sheet. In addition, hedge accounting will only be applied on transition to previously designated hedging relationships.

Management is in the process of quantifying the expected material differences between IFRS and the current accounting under Canadian GAAP. Differences in accounting policies adopted on and after transition to IFRS with respect to the recognition, measurement, presentation and disclosure of financial information, along with the related financial statement impacts, are expected to be in the following key accounting areas:


Key accounting area		Differences with potential impact for the Company

Presentation of financial statements (IAS 1)		• Format variations and additional disclosures in the notes to financial statements are required under IFRS.

Property, plant and equipment (IAS 16)		• No capitalization of start-up costs incurred on certain built-to-suit assets prior to substantial completion. • As a result, depreciation expense is expected to be different under IFRS.

Impairment of assets (IAS 36)		• Grouping of assets in cash generating units (CGUs) on the basis of independent cash inflows for impairment testing purposes, using a discounted cash flow valuation method in a single-step approach. • The change in methodology may result in additional asset impairments recognized on transition and in the future under IFRS than those recognized under Canadian GAAP. • Goodwill is allocated to, and tested in conjunction with its related CGU or group of CGUs that benefit from collective synergies. • Under certain circumstances, impairment previously taken (other than goodwill) is required to be reversed. • The Company has not yet concluded its assessment of asset impairment at transition.

Income taxes (IAS 12)		• Recognition and measurement criteria for deferred tax assets and liabilities may differ. • Subsequent changes to deferred income taxes in the balance sheet related to transactions previously recorded in equity or other comprehensive income are also recorded directly in equity or Other Comprehensive Income (“OCI”) under IFRS as compared to through earnings under Canadian GAAP. • The opening balance sheet will also be adjusted for deferred tax consequences on IFRS differences arising from the conversion of other accounting standards.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

Key accounting area		Differences with potential impact for the Company
Employee benefits(IAS 19)		• Immediate recognition of vested past service costs to opening retained earnings at transition and to income subsequent to transition, whereas under Canadian GAAP, vested or unvested past service costs are recognized linearly over the estimated average remaining service lifetime of participating employees. • After transition, the Company expects to recognize actuarial gains and losses as they occur in OCI, with no impact on income. Previously, under Canadian GAAP, actuarial gains and losses were amortized to income using the corridor method. • This change in accounting policy will result in the recognition of pension costs potentially different than otherwise recognized under Canadian GAAP. • The limit to which a net benefit asset can be recognized under certain circumstances (“asset ceiling”) under IFRS is calculated differently, which may result in the recognition of additional liabilities and a decrease in opening retained earnings at transition and in other comprehensive income in future reporting periods.
Employee benefits (IAS 19)		• Immediate recognition of vested past service costs to opening retained earnings at transition and to income subsequent to transition, whereas under Canadian GAAP, vested or unvested past service costs are recognized linearly over the estimated average remaining service lifetime of participating employees. • After transition, the Company expects to recognize actuarial gains and losses as they occur in OCI, with no impact on income. Previously, under Canadian GAAP, actuarial gains and losses were amortized to income using the corridor method. • This change in accounting policy will result in the recognition of pension costs potentially different than otherwise recognized under Canadian GAAP. • The limit to which a net benefit asset can be recognized under certain circumstances (“asset ceiling”) under IFRS is calculated differently, which may result in the recognition of additional liabilities and a decrease in opening retained earnings at transition and in other comprehensive income in future reporting periods.
Business combinationsand minority interests (IFRS 3R)		• Non-controlling interests are recorded at fair value at the date of acquisition and are presented as a separate component of shareholders’ equity. • Acquisition-related and restructuring costs expensed as incurred and contingent consideration recorded at its fair value on acquisition date; subsequent changes in fair value of a contingent consideration classified as a liability recognized in earnings. • Changes in ownership interests in a subsidiary that do not result in a loss of control accounted for as equity transactions. • These differences may result in financial statement impacts prospectively from transition on the occurrence of a future acquisition.
Business combinations and minority interests (IFRS 3R)		• Non-controlling interests are recorded at fair value at the date of acquisition and are presented as a separate component of shareholders’ equity. • Acquisition-related and restructuring costs expensed as incurred and contingent consideration recorded at its fair value on acquisition date; subsequent changes in fair value of a contingent consideration classified as a liability recognized in earnings. • Changes in ownership interests in a subsidiary that do not result in a loss of control accounted for as equity transactions. • These differences may result in financial statement impacts prospectively from transition on the occurrence of a future acquisition.
Related partytransactions		• Recognition and measurement criteria for related party transactions may differ under IFRS. • This may result in reclassifications within equity accounts in the opening balance sheet.
Related party transactions		• Recognition and measurement criteria for related party transactions may differ under IFRS. • This may result in reclassifications within equity accounts in the opening balance sheet.
Share-based payment(IFRS 2)		• Liabilities related to share-based payments made to employees that call for settlement in cash or other assets are recognized at fair value at the initial grant date and re-measured at fair value at the end of each subsequent reporting period, as opposed to at intrinsic value under Canadian GAAP. Each instalment is accounted for as a separate arrangement. • This difference is expected to increase other liabilities and compensation costs on transition and in subsequent reporting periods.
Share-based payment (IFRS 2)		• Liabilities related to share-based payments made to employees that call for settlement in cash or other assets are recognized at fair value at the initial grant date and re-measured at fair value at the end of each subsequent reporting period, as opposed to at intrinsic value under Canadian GAAP. Each instalment is accounted for as a separate arrangement. • This difference is expected to increase other liabilities and compensation costs on transition and in subsequent reporting periods.
Provisions andcontingencies (IAS 37)		• A different threshold is used for the recognition of a contingent liability that could impact the timing of when a provision may be recorded. At transition, liabilities for severance payments and contract termination penalties may be adjusted, with a corresponding effect on opening retained earnings.
Provisions and contingencies (IAS 37)		• A different threshold is used for the recognition of a contingent liability that could impact the timing of when a provision may be recorded. At transition, liabilities for severance payments and contract termination penalties may be adjusted, with a corresponding effect on opening retained earnings.
Hedge accounting(IAS 39)		• The criteria used under IFRS in the assessment of hedge effectiveness are generally consistent with those under Canadian GAAP, except for some differences in specific cases, including the consideration of non-performance risk in hedge effectiveness tests. • On transition, the Company intends to continue applying hedge accounting to all of its hedging arrangements.
Hedge accounting (IAS 39)		• The criteria used under IFRS in the assessment of hedge effectiveness are generally consistent with those under Canadian GAAP, except for some differences in specific cases, including the consideration of non-performance risk in hedge effectiveness tests. • On transition, the Company intends to continue applying hedge accounting to all of its hedging arrangements, where it is currently electing to use hedge accounting under current Canadian GAAP.

This is not an exhaustive list of all the significant impacts that could occur during the conversion to IFRS.

Additionally, the Company has prepared a preliminary IFRS financial statement format in accordance with IAS 1, Presentation of Financial Statements, and is in the process of analyzing the contractual implications of new policy choices on financing arrangements and similar obligations.

The effects on information technology, data systems, and internal controls have also been assessed, and the Company does not expect that significant modifications will be necessary on conversion.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~FIRST~~SECOND QUARTER 2010

The effects on information technology, data systems, and internal controls have also been assessed, and the Company does not expect that significant modifications will be necessary on conversion.

At this time, the comprehensive impact of the changeover on the Company’s future financial position and results of operations is not yet determinable. Management has implemented a system to accommodate parallel recording of financial information in accordance with IFRS as at the transition date and for each of the 2010 financial periods to be presented as comparative figures in its 2011 IFRS financial statements.

The Company will monitor and assess the impact of evolving differences between Canadian GAAP and IFRS, since the IASB is expected to continue issuing new accounting standards. As a result, the final impact of IFRS on the Company’s consolidated financial statements can only be measured once all the applicable IFRS at the conversion date are known.

The Company’s IFRS conversion project is progressing according to schedule. As the project advances, the Company could alter its intentions and the milestones communicated at the time of reporting as a result of changes to international standards currently in development, or in light of new information or other external factors that could arise between now and when the changeover has been completed.

Forward-looking statements

This report contains forward-looking statements with respect to our financial condition, results of operations and business and certain of our plans and objectives. These forward-looking statements are made pursuant to the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate as well as beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, prospects, financial position and business strategies. Words such as “may”, “will”, “expect”, “continue”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “seek” or the negatives of these terms or variations of them or similar terminology are intended to identify such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: our anticipated business strategies; anticipated trends in our business; and our ability to continue to control costs. We can give no assurance that these estimates and expectations will prove to be correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements include, but are not limited to:

•

general economic, financial or market conditions;

•

variations in the businesses of our local, regional or national advertisers and in our advertising revenue;

•

the intensity of competition within the newspaper industry and from other communications and advertising media and platforms and the fragmentation of the media landscape;

•

our ability to successfully restructure our operations to optimize their efficiency in the context of the changing newspapers industry;

•

labour disputes or strikes;

•

changes in our ability to obtain raw materials critical to our operations, such as newsprint, at reasonable prices;

•

exchange rate fluctuations that affect our ability to repay our U.S. dollar-denominated debt; and

•

interest rate fluctuations that affect our ability to repay our U.S. dollar-denominated debt, or that could have an impact on our accounting estimates.

We caution you that the above list of cautionary statements is not exhaustive. These and other factors are discussed in further detail elsewhere in this Quarterly Report and in Sun Media’s Annual Report on Form 20-F, for the fiscal year ended December 31, 2009, including under the section “Risk Factors”. Each of these forward-looking statements speaks only as of the date of this report. We disclaim any obligations to update these statements unless applicable securities laws require us to do so. We advise you to consult any documents the Company may file with or furnish to the U.S. Securities and Exchange Commission, or the SEC.

SUN MEDIA CORPORATION

STATEMENTS OF INCOME

(In thousands of Canadian dollars)

(Unaudited)

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			~~2009~~	2009		2010			2009
REVENUES	$	~~188~~209,~~245~~078		$	~~194,281~~$	209,692	$	397,323		$	403,974
Operating expenses		~~155~~157,~~418~~170			~~171,356~~	164,356		312,588			335,713
Amortization		4,~~653~~515			~~5,119~~	5,575		9,168			10,694
Financial expenses (note 2)		7,~~594~~576			~~9,951~~	8,812		15,170			18,763
Loss (gain) on valuation and translation of financial instruments (note 3)		649			(2,731	)
(Gain) loss on valuation and translation of financial instruments (note 3)		(2,559	)			1,313		(1,910	)		(1,418	)
Restructuring of operations (note 4)		21,~~193~~281			~~2,715~~	—		3,474			2,715
Equity loss on investment in SUN TV Company		—			~~549~~	545		—			1,094
INCOME BEFORE INCOME TAXES		1741,~~738~~095			~~7,322~~	29,091		58,833			36,413
Income taxes
Current		16,~~046~~835			—	—		7,881			—
Future		~~888~~360			~~713~~	5,529		1,248			6,242
		1,934			713
		7,195				5,529		9,129			6,242
NET INCOME	$	1533,~~804~~900		$	~~6,609~~$	23,562	$	49,704		$	30,171

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of Canadian dollars)

(Unaudited)

	Three months endedMarch 31
	Three months endedJune 30							Six months endedJune 30
	2010			~~2009~~	2009			2010			2009
Net income	$	1533,~~804~~900		$	~~6,609~~$	23,562		$	49,704		$	30,171
Other comprehensive income (loss):
Other comprehensive (loss) income:
Gain (loss) on valuation of derivative instruments, net of income tax expense of $77 in the three-month period ended March 31, 2010 (2009 income tax recovery of $6)		222			(24	)
(Loss) gain on valuation of derivative instruments		(56	)			892			243			862
Comprehensive income	$	16,026		$	6,585
Income taxes		14				(238	)		(63	)		(232	)
		(42	)			654			180			630
Comprehensive income	$	33,858			$	24,216		$	49,884		$	30,801

SUN MEDIA CORPORATION

STATEMENTS OF SHAREHOLDER’S EQUITY

(In thousands of Canadian dollars)

(Unaudited)

	CapitalStock (note 8)		ContributedSurplus		RetainedEarnings			AccumulatedOtherComprehensiveLoss			TotalShareholder’sEquity
Balance as of December 31, 2008	$	272,428	$	591	$	35,979		$	(2,187	)	$	306,811
Net income		—		—		630,~~609~~171			—			630,~~609~~171
Dividends		—		—		(8,000	)		—			(8,000	)
Other comprehensive loss		—		—		—			(24	)		(24	)
Balance as of March 31, 2009		272,428		591		34,588			(2,211	)		305,396
Net income		—		—		60,221			—			60,221
Conversion of Quebecor Media subordinated loans to capital stock		49,500		—		—			—			49,500
Other comprehensive loss		—		—		—			~~831~~630			~~831~~630
Balance as of June 30, 2009		321,928		591		58,150			(1,557	)		379,112
Net income		—		—		36,659			—			36,659
Other comprehensive loss		—		—		—			177			177
Balance as of December 31, 2009		321,928		591		94,809			(1,380	)		415,948
Net income		—		—		1549,~~804~~704			—			1549,~~804~~704
Other comprehensive income		—		—		—			222			222
Dividends		—		—		(127,000	)		—			(127,000	)
Balance as of March 31, 2010	$	321,928	$	591	$	110,613		$	(1,158	)	$	431,974
Indirect contribution from related company (note 9)		—		3,861		—			—			3,861
Other comprehensive income		—		—		—			180			180
Balance as of June 30, 2010	$	321,928	$	4,452	$	17,513		$	(1,200	)	$	342,693

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars)

(Unaudited)

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			2009			2010			2009
CASH FLOWS RELATED TO OPERATING ACTIVITIES
Net income	$	1533,~~804~~900		$	623,~~609~~562		$	49,704		$	30,171
Adjustments for:
Amortization of property, plant and equipment		2,~~990~~932			34,~~761~~492			5,922			8,253
Amortization of intangible and other assets		1,~~663~~583			1,~~358~~083			3,246			2,441
Loss (gain) on valuation and translation of financial instruments (note 3)		649			(2,731	)
(Gain) loss on valuation and translation of financial instruments (note 3)		(2,559	)		1,313			(1,910	)		(1,418	)
Amortization of financing costs and long-term debt discount (note 2)		367			358
Amortization of financing costs and long-term debt discount(note 2)		370			359			737			717
Future income taxes		~~888~~360			~~713~~5,529			1,248			6,242
Equity loss on investment in SUN TV Company		—			~~549~~545			—			1,094
Other		—(134	)		32116			(134	)		148
		22,361			10,649
		36,452			36,999			58,813			47,648
Net change in non-cash balances related to operating activities		(818,~~011~~464	)		7(5,~~866~~673	)		(26,475	)		2,193
Cash flows provided by operating activities		1417,~~350~~988			1831,~~515~~326			32,338			49,841
CASH FLOWS RELATED TO INVESTING ACTIVITIES
Acquisition of property, plant and equipment		(31,~~337~~040	)		(31,~~429~~536	)		(4,377	)		(4,965	)
Acquisition of intangible assets		(1,~~272~~296	)		(801,761	)		(2,568	)		(1,841	)
Investment in preferred shares of related companies (note 6)		(590,000	)		—
Proceeds from disposal of tangible assets (note 9)		40,308			—			40,308			—
Cash flows used in investing activities		(594,609	)		(3,509	)
(Investment in) sale of preferred shares of related companies (note 6)		—			199,750			(590,000	)		199,750
CASH FLOWS RELATED TO FINANCING ACTIVITIES
Cash flows (used in) provided by investing activities		37,972			196,453			(556,637	)		192,944
Net change in bank indebtedness		—			2,932
CASH FLOWS RELATED TO FINANCING ACTIVITIES
Net repayments under revolving bank facilities		—			(9,997	)
Net change in bank indebtedness		—			(4,945	)		—			(2,013	)
Increase in subordinated loans from related companies (note 6)		590,000			—
Net repayments under revolving bank facilities		—			—			—			(9,997	)
Repayment of long-term debt		(100	)		(100	)
Increase in subordinated loan from related companies (note 6)		—			—			590,000			—
Dividends		—			(8,000	)
Redemption of convertible obligations to related companies		—			(199,750	)		—			(199,750	)
Other		—			159
Repayment of long-term debt		(100	)		(100	)		(200	)		(200	)
Cash flows provided by (used in) by financing activities		589,900			(15,006	)
Dividends		(127,000	)		—			(127,000	)		(8,000	)
Increase in cash and cash equivalents		9,641			—
Other		(25	)		57			(25	)		216
Cash and cash equivalents – beginning of period		123,531			—
Cash flows (used in) provided by financing activities		(127,125	)		(204,738	)		462,775			(219,744	)
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	133,172		$	—
Increase (decrease) in cash and cash equivalents		(71,165	)		23,041			(61,524	)		23,041
ADDITIONAL INFORMATION
Cash and cash equivalents – beginning of period		133,172			—			123,531			—
Cash interest payments on long-term debt	$	7,187		$	11,314
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	62,007		$	23,041		$	62,007		$	23,041
Cash interest payments on subordinated loans from Quebecor Media	$	3,659		$	4,563
NON-CASH FINANCING AND INVESTING ACTIVITIES
Cash income tax payments, net	$	1,803		$	104
Conversion of Quebecor Media subordinated loans to common shares	$	—		$	49,500		$	—		$	49,500
ADDITIONAL INFORMATION
Cash interest payments on long-term debt	$	609		$	567		$	7,796		$	11,881
Cash interest payments on convertible obligations and subordinated loans	$	30,590		$	13,902		$	34,249		$	18,465
Cash income tax payments, net	$	918		$	(79	)	$	2,721		$	25

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

BALANCE SHEETS

(In thousands of Canadian dollars)

(Unaudited)

	March 31,2010			December 31,2009
	June 30,2010			December 31,2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~133~~62,~~172~~007		$	123,531
Accounts receivable		~~111~~116,~~438~~111			121,892
Dividend receivable from related companies		121,~~184~~266			—
Inventories		3,~~795~~958			4,210
Prepaid expenses		4,~~979~~203			4,562
Future income taxes		10,~~369~~618			11,381
Assets held for sale (note 11)		35,136			—
		198,163			265,576
		311,073			265,576
Investment in preferred shares of related companies (note 6)		590,000			—
Property, plant and equipment		9289,~~062~~943			91,715
Intangible assets		24,~~507~~220			24,898
Other assets		1718,~~997~~016			17,969
Assets held for sale (note 11)		—			35,136
Assets held for sale		—			35,136
Goodwill		770,931			770,931
	$	1,~~806~~691,~~570~~273		$	1,206,225
LIABILITIES AND SHAREHOLDER’S EQUITY
CURRENT LIABILITIES
Accounts payable and accrued charges (note 4)	$	~~166~~145,~~506~~594		$	183,987
Deferred revenue		1617,~~933~~133			18,203
Interest payable on subordinated loans from related companies		111,~~913~~245			—
Income taxes		~~851~~6,767			703
Current portion of long-term debt (note 7)		400			400
		196,603			203,293
		171,139			203,293
Long-term debt (note 7)		~~244~~246,~~206~~349			248,528
Derivative financial instruments		9389,~~538~~139			88,599
Other liabilities		26,~~830~~990			26,391
Future income taxes		1112,~~419~~963			11,466
Subordinated loans from Quebecor Media		212,000			212,000
Subordinated loans from related companies (note 6)		590,000			—
Subordinated loan from related companies (note 6)		590,000			—
		1,374,596			790,277
		1,348,580			790,277
SHAREHOLDER’S EQUITY
Capital stock		321,928			321,928
Contributed surplus		591			591
Contributed surplus (note 9)		4,452			591
Retained earnings		~~110~~17,~~613~~513			94,809
Accumulated other comprehensive loss		(1,~~158~~200	)		(1,380	)
		431,974			415,948
		342,693			415,948
	$	1,~~806~~691,~~570~~273		$	1,206,225

~~Subsequent~~See ~~events~~accompanying ~~(note~~notes ~~11)~~to financial statements.

See accompanying notes to financial statements

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

NATURE OF BUSINESS

Sun Media Corporation (“Sun Media” or the “Company”), a newspaper publishing company, is a subsidiary of Quebecor Media Inc. (“Quebecor Media”), itself a subsidiary of Quebecor Inc. The Company publishes urban daily newspapers, community newspapers, as well as other specialty publications in communities across Canada and maintains a number of online publications. Sun Media is also active in the newspaper, magazine and flyer distribution business. In addition, Sun Media provides a wide range of commercial printing and other related services to third parties through its national network of production and printing facilities.

1.	BASIS OF PRESENTATION

These unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The same accounting policies as described in the Company’s latest annual consolidated financial statements have been used. However, these unaudited interim financial statements do not include all disclosures required under Canadian GAAP for annual financial statements and, accordingly, should be read in conjunction with the Company’s latest annual consolidated financial statements and the notes thereto. In the opinion of management, these financial statements contain all the adjustments considered necessary.

Sun Media’s business is seasonal due, among other factors, to seasonal advertising patterns and influences on people’s reading habits. Because the Company depends on the sale of advertising for a significant portion of its revenue, operating results are also sensitive to prevailing economic conditions, including changes in local, regional and national economic conditions, particularly as they may affect advertising expenditures. Accordingly, the results of operations for interim periods should not necessarily be considered indicative of full-year results.

References to Canadian dollars, Cdn$ and $ are to the currency of Canada, and references to U.S. dollars and US$ are to the currency of the United States.

Certain comparative figures for previous periods have been reclassified, in particular between revenues and operating expenses, to conform to the presentation adopted for the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2010.

2.	FINANCIAL EXPENSES

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			2009			2010			2009
Interest on long-term debt	$	3,~~769~~874		$	43,~~972~~964		$	7,643		$	8,936
Interest on subordinated loans from Quebecor Media		3,~~699~~701			4,~~563~~549			7,400			9,112
Amortization of financing costs and long-term debt discount		~~367~~370			~~358~~359			737			717
Interest on subordinated loans from related companies		11,913			—
Interest on subordinated loan from related companies		16,181			—			28,094			—
Interest on convertible obligations from related companies		—			5,466
Interest on convertible obligations to related companies		—			3,284			—			8,750
Dividend income on preferred shares of related companies		(1216,~~184~~548	)		(53,~~592~~363	)		(28,732	)		(8,955	)
Other		30(2	)		~~184~~19			28			203
	$	7,~~594~~576		$	98,~~951~~812		$	15,170		$	18,763

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

3. ~~LOSS~~ (GAIN) LOSS ON VALUATION AND TRANSLATION OF FINANCIAL INSTRUMENTS

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			2009			2010			2009
Loss (gain) on embedded derivatives and derivative instruments for which hedge accounting is not used	$	4,044		$	(6,387	)
(Gain) loss on embedded derivatives and derivative instruments for which hedge accounting is not used	$	(3,706	)	$	15,286		$	338		$	8,899
(Gain) loss on foreign currency translation of financial instruments for which hedge accounting is not used		(3,609	)		4,314
Loss (gain) on foreign currency translation of financial instruments for which hedge accounting is not used		1,380			(12,817	)		(2,229	)		(8,503	)
Loss (gain) on the ineffective portion of fair value hedges		214			(658	)
(Gain) loss on the ineffective portion of fair value hedges		(233	)		(1,156	)		(19	)		(1,814	)
	$	~~649~~(2,559	)	$	(21,~~731~~313	)	$	(1,910	)	$	(1,418	)

4.	RESTRUCTURING OF OPERATIONS

During the three-month period ended ~~March~~June 3130, 2010, restructuring charges of $21,~~193~~281 ~~(2009—~~were recorded for restructuring initiatives of which $21,~~715)~~415, related to the elimination of positions, net of a recovered amount of $134. During the six-month period ended June 30, 2010, restructuring charges of $3,474 were recorded for restructuring initiatives of which $23,~~420~~835, related to the elimination of positions, net of a recovered amount of $~~227~~361.

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			2009			2010			2009
Continuity of restructuring cost payable
Beginning balance	$	2927,~~200~~544		$	2013,~~784~~474		$	29,200		$	20,784
Workforce reduction initiatives		21,~~420~~415			~~2,715~~—			3,835			2,715
Payments		(43,~~076~~533	)		(103,~~025~~472	)		(7,609	)		(13,497	)
Ending balance	$	2725,~~544~~426		$	1310,~~474~~002		$	25,426		$	10,002

5.	PENSION PLANS

The Company maintains defined contribution and defined benefit pension plans for its employees. The total costs were as follows:

	Three months endedMarch 31
	Three months endedJune 30				Six months endedJune 30
	2010		2009		2010		2009
Defined contribution pension plans	$	~~431~~372	$	~~664~~394	$	803	$	1,058
Defined benefit pension plans		21,~~478~~774		21,~~454~~808		4,252		4,262
Total benefit costs	$	2,~~909~~146	$	32,~~118~~202	$	5,055	$	5,320

6. TRANSACTIONS WITH RELATED COMPANIES

Quebecor Media Printing Inc.

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

~~maturity date of January 20, 2015 in the amount of $590,000 to Sun Media~~6. ~~The~~TRANSACTIONS ~~subordinated~~WITH ~~loan~~RELATED ~~bears an interest rate of 11.0%, payable semi-annually on June 20 and December 20.~~ COMPANIES

Quebecor Media Printing Inc.

On January 20, 2010, the Company entered into a tax consolidation transaction with Quebecor Media Printing Inc. (“Quebecor Media Printing”), a related company, whereby Quebecor Media Printing issued a subordinated loan with a maturity date of January 20, 2015 in the amount of $590,000 to Sun Media. The subordinated loan bears an interest rate of 11.0%, payable semi-annually on June 20 and December 20.

Concurrently, Sun Media used those proceeds to invest in $590,000 of preferred shares issued by Quebecor Media Printing at an annual cumulative dividend rate of 11.25%.

The Company’s investments in preferred shares are redeemable at the option of the issuer or retractable at the option of the Company at the paid-up value, are non-voting, and carry a fixed cumulative preferential dividend payable by the Company semi-annually.

The following table summarizes the Company’s issuance of a subordinated loan and its investment in Quebecor Media Printing ~~Preferred Shares~~preferred shares:

	Subordinatedloandue in 2015		QuebecorMediaPrintingPreferredShares
Balance – January 1, 2010	$	—	$	—
January 20, 2010		590,000		590,000
Balance – March 31, 2010	$	590,000	$	590,000
Balance – June 30, 2010	$	590,000	$	590,000

7.	LONG-TERM DEBT

	March 31,2010			December 31,2009
	June 30,2010			December 31,2009
Bank credit facilities	$	38,~~210~~085		$	38,310
Senior notes		~~209~~211,~~139~~119			213,760
		247,349			252,070
		249,204			252,070
Change in fair value related to hedged interest rate risk		(~~1,243~~678	)		(1,500	)
Adjustment related to embedded derivatives		~~940~~448			1,013
Financing fees, net of amortization		(2,~~440~~225	)		(2,655	)
		244,606			248,928
		246,749			248,928
Less: Current portion		(400	)		(400	)
	$	~~244~~246,~~206~~349		$	248,528

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month and six-month periods ended June 30, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

8.	CAPITAL STOCK

(a)

Authorized capital stock

10,000,000,000 Voting Class A Common Shares, without par value;

10,000,000,000 Non-voting, redeemable Class B Preferred Shares, without par value;

10,000,000,000 Non-voting Class C Preferred Shares, without par value; and

100 Non-voting Class C Preferred Shares, Series 1.

The Class A Common Shares are voting, participating and entitle their holders to receive dividends as declared by the Board of Directors.

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month period ended March 31, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

The Class B Preferred Shares are non-voting and redeemable at the option of the Company. Under certain circumstances, the Company has the right to purchase all or part of the then issued Class B Preferred Shares at its own option, or by mutual agreement with the holders of the then outstanding Class B Preferred Shares. The Class B Preferred Shares entitle their holders to receive a preferred non-cumulative dividend at a rate that shall be determined from time to time by the Board of Directors.

The Class C Preferred Shares are non-voting and are issuable in series. Terms and conditions of the Class C Preferred Shares are to be determined from time to time by the Board of Directors.

The Class C Preferred Shares, Series 1 are non-voting and redeemable at the option of the Company or of any holder of Class C Preferred Shares, Series 1. The Class C Preferred Shares, Series 1 entitle their holders to receive a fixed cumulative preferential dividend at a rate of 11.25% per share per annum.

(b)

Issued and outstanding capital stock

	Class A Common Shares
	Number	Amount
Balance – December 31, 2009 and March 31, 2010	1,384,752	$	321,928
Balance – December 31, 2009 and June 30, 2010	1,384,752	$	321,928

9. ~~STOCK-BASED~~CONTRIBUTED ~~COMPENSATION~~SURPLUS

~~The~~As ~~following~~part ~~table~~of ~~provides~~its ~~details~~restructuring ofinitiatives, ~~changes~~Sun toMedia ~~outstanding~~sold ~~options~~certain tangible assets in the second quarter of ~~Sun~~2010 ~~Media~~for ~~employees~~net inproceeds of $40,308 and the ~~stock-based~~excess ~~compensation~~over ~~plan~~net book value of ~~Quebecor~~ ~~Media~~$3,861, ~~for~~net ~~the~~of ~~three-month~~related ~~period~~income ~~ended~~taxes ~~March 31~~of $950, ~~2010:~~was recorded in contributed surplus.

	Number		Weighted-Average ExercisePrice
Outstanding options, as of December 31, 2009	604,302		$42.46
Granted	441,000		$46.48
Exercised	(55,087	)	$39.13
Cancelled	(8,667	)	$44.45
Transferred (1)	20,000		$44.45
Outstanding options, as of March 31, 2010	1,001,548		$44.44
Vested options, as of March 31, 2010	121,506		$40.86

(1) Represents amounts for employees who were transferred from related companies. The Company’s accounting for the compensation expense of these stock options commenced from the date of the employees’ transfer.

During the three-month period ended March 31, 2010, a net stock-based compensation expense related to Quebecor Media’s stock-based compensation plan was recorded in the amount of $1,302 (2009— recovery of $158).

10. SIGNIFICANT DIFFERENCES BETWEEN GAAP IN CANADA AND IN THE UNITED STATES

The unaudited interim financial statements have been prepared in accordance with Canadian GAAP, which differ in some respects from those applicable in the United States (“U.S. GAAP”), as described below. The following tables set forth the impact of significant differences on the Company’s unaudited interim financial statements between Canadian and U.S. GAAP.

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

10.

STOCK-BASED COMPENSATION

The following table provides details of changes to outstanding options of Sun Media employees in the stock-based compensation plan of Quebecor Media for the six-month period ended June 30, 2010:


	Number		Weighted- Average Exercise Price
Outstanding options, as of December 31, 2009	604,302		$42.46
Granted	441,000		$46.48
Exercised	(59,087	)	$39.49
Forfeited	(177,567	)	$43.93
Transferred ⁽¹⁾	20,000		$44.45

Outstanding options, as of June 30, 2010	828,648		$44.45

Vested options, as of June 30, 2010	119,373		$40.79

(1)	Represents amounts for employees who were transferred from related companies. The Company’s accounting for the compensation expense of these stock options commenced from the date of the employees’ transfer.

During the three-month and six-month periods ended June 30, 2010, a net stock-based compensation (recovery) expense related to Quebecor Media’s stock-based compensation plan was recorded in the amount of $(575) and $727, respectively (2009—expense of $99 and recovery of $(59), respectively).

11.

SIGNIFICANT DIFFERENCES BETWEEN GAAP IN CANADA AND IN THE UNITED STATES

(a)

Statements of income

	Three months endedMarch 31
	Three months endedJune 30						Six months endedJune 30
	2010			2009			2010			2009
Net income as per Canadian GAAP	$	1533,~~804~~900		$	623,~~609~~562		$	49,704		$	30,171
Adjustments:
Pension and post-retirement benefits (i)		490			(104	)		980			(208	)
Changes in fair value and ineffective portion of derivative instruments (ii)		(73491	)		(6869	)		(564	)		(137	)
Stock-based compensation (iii)		—600			(~~1,700~~400	)		600			(2,100	)
Other		(11	)		(1514	)		(22	)		(29	)
Income taxes (v)		(~~109~~160	)		~~510~~158			(269	)		668
Net income as per U.S. GAAP	$	1634,~~101~~328		$	523,~~232~~133		$	50,429		$	28,365

(b) Statements of comprehensive income

	Three months endedMarch 31
	2010			2009
Comprehensive income as per Canadian GAAP	$	16,026		$	6,585
Adjustments to net income as per (a) above		297			(1,377	)
Adjustments to other comprehensive income:
Pension and post-retirement benefits (i)		434			312
Income taxes on comprehensive income (v)		(116	)		(84	)
Comprehensive income as per U.S. GAAP	$	16,641		$	5,436

	March 31, 2010						December 31, 2009
	CDN GAAP			U.S. GAAP			CDN GAAP			U.S. GAAP
Intangible assets	$	24,507		$	24,839		$	24,898		$	25,241
Other assets		17,997			3,272			17,969			3,275
Goodwill		770,931			767,508			770,931			767,508
Current liabilities		196,603			199,903			203,293			206,593
Future income tax liabilities		11,419			(3,363	)		11,466			(3,141	)
Long-term debt		244,206			243,266			248,528			247,515
Other liabilities		26,830			54,709			26,391			54,825
Contributed surplus (iv)		591			8,991			591			8,991
Retained earnings		110,613			92,088			94,809			75,987
Accumulated other comprehensive loss		(1,158	)		(24,306	)		(1,380	)		(24,846	)

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

~~The~~(b) ~~accumulated~~Statements ~~other~~of comprehensive ~~loss as of March 31, 2010 and December 31, 2009 is as follows:~~ income

	March 31,2010			December 31,2009
	Three months endedJune 30						Six months endedJune 30
Accumulated other comprehensive loss as per Canadian GAAP	$	(1,158	)	$	(1,380	)
	2010			2009			2010			2009
Adjustments:
Comprehensive income as per Canadian GAAP	$	33,858		$	24,216		$	49,884		$	30,801
Pension and post-retirement benefits (i)		(34,064	)		(34,498	)
Adjustments to net income as per (a) above		428			(429	)		725			(1,806	)
Income taxes on comprehensive income (v)		10,916			11,032
Adjustments to other comprehensive income:
Accumulated other comprehensive loss as per U.S. GAAP	$	(24,306	)	$	(24,846	)
Pension and post-retirement benefits (i)		434			313			868			625
Income taxes on comprehensive income (v)		(116	)		(83	)		(232	)		(167	)
Comprehensive income as per U.S. GAAP	$	34,604		$	24,017		$	51,245		$	29,453

(c)

Balance sheet data


	June 30, 2010						December 31, 2009
	CDN GAAP			U.S. GAAP			CDN GAAP			U.S. GAAP
Intangible assets	$	24,220		$	24,536		$	24,898		$	25,241
Other assets		18,016			3,272			17,969			3,275
Goodwill		770,931			767,508			770,931			767,508
Current liabilities		171,139			173,839			203,293			206,593
Future income tax liabilities		12,963			(1,543	)		11,466			(3,141	)
Long-term debt		246,349			245,900			248,528			247,515
Other liabilities		26,990			53,921			26,391			54,825
Contributed surplus (iv)		4,452			12,852			591			8,991
Retained earnings		17,513			(584	)		94,809			75,987
Accumulated other comprehensive loss		(1,200	)		(24,030	)		(1,380	)		(24,846	)

The accumulated other comprehensive loss as of June 30, 2010 and December 31, 2009 is as follows:


	June 30, 2010			December 31, 2009
Accumulated other comprehensive loss as per Canadian GAAP	$	(1,200	)	$	(1,380	)
Adjustments:
Pension and post-retirement benefits (i)		(33,630	)		(34,498	)
Income taxes on comprehensive income (v)		10,800			11,032

Accumulated other comprehensive loss as per U.S. GAAP	$	(24,030	)	$	(24,846	)

(i)

Pension and post-retirement benefits

Under U.S. GAAP, Codification Topic 715, Compensation – Retirement Benefits, requires the recognition of the over-or under-funded positions of defined benefit pension and other postretirement plans on the balance sheets, along with a corresponding non-cash adjustment to be recorded in accumulated other comprehensive income (loss).

Under Canadian GAAP, a company is not required to recognize over or under-funded positions. However, when a defined benefit plan gives rise to an accrued benefit asset, a company must recognize a valuation allowance for the excess of the adjusted benefit asset over the expected future benefit to be realized from plan assets. U.S. GAAP does not provide for a valuation allowance against pension assets.

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month and six-month periods ended June 30, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

(ii) Derivative financial instruments

Since January 1, 2007, standards for hedge accounting under Canadian GAAP are similar to those under U.S. GAAP, as established in Codification Topic 815, Derivatives and Hedging.

However, under Canadian GAAP, certain embedded derivatives, such as early settlement options included in some of the Company’s borrowing agreements, do not meet the criteria to be considered closely related to their host contracts and therefore must be recorded at their fair value with changes in income. Under U.S. GAAP, those embedded derivatives are considered closely related to their host contract and do not have to be recorded separately from their fair values. Accordingly, the measurement of ineffective hedging relationships recorded in income under U.S. GAAP differs from the measurement under Canadian GAAP.

(iii) Stock-based compensation

Under U.S. GAAP, in accordance with Codification Topic 718, Compensation – Stock Compensation, the liability related to stock-based awards that call for settlement in cash or other assets must be measured at its fair value based on the fair value of stock option awards and is to be remeasured at the end of each reporting period. Under Canadian GAAP, the liability is measured and re-measured based on the intrinsic values of the stock option awards instead of at their fair values.

(iv) Related party transactions

The Company entered into a tax consolidation transaction with a related party through which tax losses were transferred between the parties. Under Canadian GAAP, the transaction resulted in the recognition of a deferred credit of $8,400 in 2006, and in a $7,739 and $661 reduction in the Company’s income tax expense in 2007 and 2008, respectively. Under U.S. GAAP, since this transaction related to an asset transfer between related parties, the difference between the carrying value of the tax benefits transferred and the cash consideration paid would have been recognized in contributed surplus.

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month period ended March 31, 2010

(In thousands of Canadian dollars, except for share information)

(Unaudited)

(v) Income taxes

Under Canadian GAAP, income taxes are measured using substantively enacted tax rates, while under U.S. GAAP, measurement is based on enacted tax rates.

Furthermore, under U.S. GAAP, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN48”), an interpretation of Codification Topic 740, Income Taxes. FIN48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Codification Topic 740 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance as to derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under Canadian GAAP, there is no such interpretation and therefore the reserve related to income tax contingencies is not based on the same level of likelihood as prescribed by FIN48.

Other adjustments represent the tax impact of U.S. GAAP adjustments.

(vi) Business combinations and non-controlling interests

The new provisions of Codification Topic 805, Business Combinations, adopted in 2009, apply prospectively to business combinations for which the acquisition date is on or after December 31, 2008. Codification ~~Top~~Topic 805 established guidance on the recognition and measurement of all assets and all liabilities of the acquired business at fair value. Non-controlling interests are measured at either their fair value or at their proportionate share of the fair value of identifiable assets and liabilities. The measurement of consideration given now includes the fair value of any contingent consideration as of the acquisition date, and subsequent changes in fair value of the contingent consideration classified as a liability are recognized in earnings. Acquisition-related costs are excluded from the purchase price and are expensed as incurred. In addition, restructuring costs related to a business combination are no longer part of the purchase price equation and are expensed as incurred. The adoption of these provisions has not yet created a material difference between Canadian and U.S. GAAP.

~~The~~SUN ~~rules~~MEDIA ~~under~~CORPORATION Codification Topic 810, Consolidation, also adopted in 2009, establish guidance on accounting for non-controlling interests and for transactions with non-controlling interest. Codification Top 810 requires that non-controlling interest be presented as a separate component of shareholders’ equity. In the statement of income, net income is calculated before non-controlling interest and is then attributed to shareholders and non-controlling interest. In addition, changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are now accounted for as equity transactions.

~~11.~~NOTES ~~SUBSEQUENT~~TO ~~EVENTS~~FINANCIAL STATEMENTS

OnFor ~~April 21 and May 12, 2010,~~ the ~~Company~~three-month ~~paid dividends of $22,000~~ and ~~$20,000,~~six-month ~~respectively,~~periods toended ~~its~~June ~~parent company~~30, ~~Quebecor Media.~~2010

As(In ~~part~~thousands of ~~its~~Canadian ~~restructuring initiatives~~dollars, ~~Sun~~except ~~Media sold certain tangible assets in April 2010~~ for ~~total~~share ~~proceeds~~information) ~~of approximately $40,000.~~

(Unaudited)

as a liability are recognized in earnings. Acquisition-related costs are excluded from the purchase price and are expensed as incurred. In addition, restructuring costs related to a business combination are no longer part of the purchase price equation and are expensed as incurred. The adoption of these provisions has not yet created a material difference between Canadian and U.S. GAAP.

The rules under Codification Topic 810, Consolidation, also adopted in 2009, establish guidance on accounting for non-controlling interests and for transactions with non-controlling interest. Codification Topic 810 requires that non-controlling interest be presented as a separate component of shareholders’ equity. In the statement of income, net income is calculated before non-controlling interest and is then attributed to shareholders and non-controlling interest. In addition, changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are now accounted for as equity transactions.

SIGNATURE

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

	SUN MEDIA CORPORATION
Date: May 17, 2010	By:	/s/ Kin-Man Lee
Date: August 12, 2010	By:	/s/ Kin-Man Lee
	Name:	Kin-Man Lee
	Title:	Chief Financial Officer

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