FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

~~Pursuant~~PURSUANT toTO ~~Rule~~RULE 13a-16 orOR 15d-16 ofOF

~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

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

SUN MEDIA CORPORATION

(Translation of registrant’s name into English)

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

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

~~June~~September 30, 2010 of

SUN MEDIA CORPORATION

Filed in this Form 6-K

Documents index

1. Quarterly report for the period ending ~~June~~September 30, 2010 for Sun Media Corporation

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~SECOND~~THIRD 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 ~~188~~193 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 ~~162~~167 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 ~~second~~third 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 1112 to the Company’s unaudited financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2010. This Management’s Discussion and Analysis should be read in conjunction with the information in the Annual Report of the Company (Form 20-F) for the year ended December 31, 2009 which is available on the website of the U.S. Securities and Exchange Commission at www.sec.gov.

HIGHLIGHTS SINCE THE ~~FIRST~~END ~~QUARTER~~ OF ~~2010~~THE SECOND QUARTER

~~During~~• ~~the~~Advertising ~~second~~revenues ~~quarter~~in ~~of 2010, Quebecor Media announced~~ the ~~creation~~Urban ofDaily ~~SUN TV News, a new partnership in which TVA~~ Group ~~Inc. will~~grew ~~hold~~by ~~a 51~~2.4% ~~interest~~over ~~and~~the ~~Sun~~prior ~~Media~~year, ~~will~~representing ~~hold~~the asecond ~~49%~~consecutive ~~interest.~~quarter ~~SUN~~of TVyear ~~News~~over ~~will~~year ~~be a hard news / straight talk English specialty channel and is expected to launch in the first quarter of 2011~~growth.

•

Launched four free weekly community newspapers during the quarter, for a total of eight new publications launched in the Province of Quebec since the end of 2009.

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, (gain) ~~loss~~ on valuation and translation of financial instruments, restructuring of operations, equity loss on ~~investment~~investments ~~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 News and SUN TV Company.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD 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~~nine months ended ~~June~~September 30, 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 ended June 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
Net income	$	3321.98		$	2315.65		$	4971.76		$	3045.27
Amortization		45.42			5.64			914.13			1016.71
Financial expenses		7.69			87.8			1523.20			1826.86
(Gain) loss on valuation and translation of financial instruments		(2.5	)		1.3			(1.9	)		(1.4	)
Gain on valuation and translation of financial instruments		(0.9	)		(0.6	)		(2.8	)		(2.0	)
Restructuring of operations		10.37			—2.5			34.52			25.72
Equity loss on investment in SUN TV		—			0.5			—			1.1
Equity loss on investments		0.2			0.6			0.2			1.7
Income taxes		73.21			5.52			912.12			611.24
Operating income	$	5138.90		$	4536.34		$	84122.7		$	68104.37
Financial expenses		(7.69	)		(87.8	)		(1523.20	)		(1826.86	)
Restructuring of operations		(10.37	)		—(2.5	)		(34.52	)		(25.72	)
Current income taxes		(61.97	)		—			(7.9.6	)		—
Amortization of financing costs and long-term debt discount and other		0.3			0.5			0.7			0.8
Amortization of financing costs and long-term debt discount		0.4			0.4			1.1			1.1
Net change in non-cash balances related to operating activities		(1812.59	)		(513.73	)		(2639.54	)		215.26
Cash flows provided by operating activities	$	17.9		$	31.3		$	32.3		$	49.8
Other		(0.4	)		0.5			(0.4	)		0.6
Cash flows provided by operating activities	$	14.8		$	40.3		$	47.2		$	90.2

2010/2009 ~~SECOND~~THIRD QUARTER COMPARISON

Revenues: $~~209~~188.15 million, a decrease of $0.61 million (0.31%).

• Advertising revenues ~~decreased~~increased $10.37 million or 0.85% and circulation revenues decreased $12.04 million or 26.41%. Revenues from commercial printing, distribution and other sources increased $1.76 million or 11.92%.

• Advertising revenues in the Urban Daily Group were 2.64% 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 increased 17.17% partly due to enhancements made to the Toronto 24 Hours newspaper.

• Advertising revenues in the Community Newspaper Group and other operations decreased 73.03%, with the biggest portion of the decline resulting from advertising softness in the Quebec and ~~Alberta~~Ontario regions.

• Circulation revenues decreased $12.04 million or 26.41% due to lower average paid circulation in most of the urban daily newspapers.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD QUARTER 2010

Operating expenses: $~~157~~150.25 million, a decrease of $71.27 million (41.41%).

• Labour expenses decreased 39.5%, newsprint expense ~~decreased~~increased 1424.74% and all other operating expenses ~~decreased~~increased 21.24%.

• Labour expenses decreased $6.3 million in the quarter primarily due to:

• ~~savings~~higher ~~from~~labour ~~restructuring~~tax ~~initiatives~~credits of $3.2 million recognized in the quarter; and

• savings in commissions and benefits~~; and~~.

• ~~lower~~Newsprint ~~stock-based compensation~~ expense ofincreased $03.76 million in the quarter due to higher newsprint prices compared to the prior period.

• ~~Newsprint~~Other ~~expense~~operating ~~decreased~~expenses increased $1.0 million in the quarter ~~substantially~~primarily due to ~~lower newsprint prices compared to the prior period.~~:

• ~~Other~~reversal ~~operating~~of ~~expenses~~a ~~decreased~~$1.0 inmillion ~~the~~bad ~~quarter~~debt ~~primarily~~provision ~~due~~in ~~to:~~the prior year;

• ~~savings~~higher asdelivery acosts ~~result~~due ofto ~~strict~~new ~~cost~~publications ~~containment~~launched ~~initiatives, particularly~~ in ~~the areas of promotion, marketing and administration~~2010;

Partially offset by:

• ~~higher~~lower Quebecor Media management fees of $10.29 million~~; and~~.

•Operating ~~reversal~~income: ~~of a~~ $238.0 million, ~~bad~~an ~~debt~~increase ~~provision~~of in$1.6 ~~the~~million ~~prior year~~(4.3%).

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

•

Operating income increased primarily due to:

• ~~lower~~higher ~~newsprint~~labour ~~expense~~tax ofcredits ~~$3.1~~recognized ~~million~~in the quarter;

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

• ~~savings~~lower ~~from~~Quebecor ~~restructuring~~Media ~~initiatives~~management fees of $0.9 million;

• lower stock-based compensation of $0.7 million;

Partially offset by:

• ~~reversal of~~ a ~~$2.0~~decrease ~~million~~in ~~bad~~the ~~debt~~revenues ~~provision~~of in the ~~prior~~Community ~~year~~Newspaper Group;

• higher ~~Quebecor~~newsprint ~~Media management fees of $1.2 million~~expense; ~~and~~

• reversal of a $01.60 million ~~decrease~~bad debt provision in ~~total~~the ~~revenues.~~prior year;

~~Amortization:~~• ~~$4.4~~lower ~~million,~~content costs as a ~~decrease~~result of ~~$1.2~~discontinuing ~~million~~the ~~(19.0%).~~Company’s membership with Canadian Press at the end of the second quarter of 2010.

Amortization: $5.2 million, a decrease of $0.2 million (4.5%).

•

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

Financial expenses: $7.69 million, aan ~~decrease~~increase of $10.21 million (~~14.~~0.1%).

•Gain ~~Financial~~on ~~expenses~~valuation ~~decreased~~and ~~mainly~~translation ~~due~~of tofinancial instruments: $0.9 million compared to $0.6 million in the third quarter of 2009, for a favourable variance of $0.3 million.

• 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 $198.06 million favourable variance in the ~~gain~~loss on embedded derivatives and derivative instruments for which hedge accounting is not used;

Partially offset by:

• a $148.20 million unfavourable variance on ~~loss~~gain on foreign currency translation of financial instruments for which hedge accounting is not used; and

• a $0.92 million unfavourable variance on gain on ineffective portion of fair value hedges.

Charge for restructuring of operations: $0.7 million, compared with $2.5 million in 2009.

•

Restructuring charges of $0.7 million were recorded for the three months ended September 30, 2010, mainly related to the elimination of positions, mainly resulting from production and back-office consolidation initiatives.

•

Restructuring charges of $2.5 million were recorded for the three months ended September 30, 2009 of which $1.9 million related to the elimination of positions mainly in the Community Newspaper Group as well as in the head

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD QUARTER 2010

~~Charge~~office. ~~for~~In ~~restructuring~~addition, ofduring ~~operations:~~the third quarter, contractual lease termination costs of $10.3 million, ~~compared~~were ~~with~~recorded ~~$nil~~as inwell ~~2009~~as an impairment charge of $0.3 million related to certain machinery and equipment.

•Income ~~Restructuring~~taxes: ~~charges of~~ $1.3.1 million ~~were~~(effective ~~recorded~~tax ~~for~~rate ~~the~~of ~~three~~12.5%) ~~months~~expense ~~ended~~compared ~~June~~to ~~30,~~$5.2 ~~2010,~~million (effective ~~substantially~~tax ~~all~~rate ~~related to the elimination~~ of ~~positions,~~25.1%) ~~mainly~~in ~~resulting~~the ~~from~~same ~~production~~quarter ~~consolidation~~of ~~initiatives~~2009.

~~Income~~• ~~taxes:~~The ~~$7.2~~favourable ~~million (effective~~variance ~~tax rate~~ of ~~17.5%) expense compared to~~ $52.51 million ~~(effective~~was ~~tax~~mainly ~~rate~~due ~~of 19.0%) in the same quarter of 2009.~~ to:

• ~~The~~favourable ~~unfavourable~~tax ~~variance~~impact of $14.73 million ~~was~~on ~~mainly~~non-taxable ~~due~~dividend ~~to:~~income;

• 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~~income ~~expense~~before ontaxes ~~subordinated~~in ~~loans~~the ~~and~~third ~~convertible~~quarter ~~obligations~~of to2010 ~~related~~of ~~companies~~$4.3 million, resulting in ~~lower~~an ~~income~~unfavourable ~~tax~~impact ~~expense~~ of $31.80 million.; and

~~Net~~• ~~income:~~unfavourable ~~$33.9~~tax ~~million,~~impact ~~compared~~of ~~with~~ $230.69 million inrelated to the ~~same~~Company’s ~~quarter~~derivative infinancial ~~2009~~instruments.

•Net ~~The~~income: ~~increase~~$21.8 ofmillion, compared with $1015.35 million ~~was~~in ~~mainly~~the ~~due~~same ~~to:~~quarter in 2009.

• ~~higher~~The ~~operating~~increase ~~income~~ of $6.63 million; was mainly due to:

• alower ~~favourable~~income ~~variance~~taxes of $32.81 million ~~in gains and losses on valuation and translation of financial instruments~~;

• lower ~~financial~~charge ~~expenses~~for restructuring of operations of $1.28 million;

• ~~lower~~higher ~~amortization~~operating income of $1.16 million;

~~Partially~~• ~~offset~~lower ~~by:~~loss from equity investments of $0.4 million;

• ~~higher~~a ~~income~~favourable ~~taxes~~variance of $10.73 million in the gain on valuation and translation of financial instruments; and

• ~~higher~~lower ~~charge~~amortization ~~for restructuring~~ of ~~operations of~~ $10.32 million.

2010/2009 ~~SECOND~~THIRD QUARTER YEAR-TO-DATE COMPARISON

Revenues: $~~397~~585.3 8 million, a decrease of $6.78 million (1.61%).

• Advertising revenues decreased by $65.69 million or 21.24% and circulation revenues decreased $46.37 million or 5.25%. Revenues from commercial printing distribution and other sources increased $45.38 million or 1614.04%.

• Advertising revenues in the Urban Daily Group were 0.39% 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~~increased 02.90%.

• Advertising revenues in the Community Newspaper Group and other operations decreased 75.03%, with the biggest portion of the decline resulting from advertising softness in the Quebec and Alberta regions.

• Circulation revenues decreased by $46.37 million or 5.25% due to lower average paid circulation in most of the urban daily newspapers.

~~SUN~~Operating ~~MEDIA~~expenses: ~~CORPORATION~~$463.1 million, a decrease of $24.8 million (5.1%).

~~MANAGEMENT’S~~• ~~DISCUSSION~~Labour ~~AND~~expenses ~~ANALYSIS~~decreased 4.0%, newsprint expense decreased 8.3% and all other operating expenses decreased 5.2%.

~~SECOND~~• ~~QUARTER~~Labour ~~2010~~expenses decreased $8.0 million in the period primarily due to:

~~Operating~~• ~~expenses:~~higher ~~$312.6~~labour ~~million,~~tax acredits ~~decrease~~ of $233.12 million ~~(6.9%).~~recognized in the period;

• ~~Labour~~savings ~~expenses~~from ~~decreased~~restructuring ~~1.3%,~~of ~~newsprint~~operations ~~expense decreased 19.7% and all other operating expenses decreased 8.2%.~~initiatives;

• 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 $0.86 million.

• Newsprint expense decreased $4.7 million in the period substantially due to lower newsprint prices compared to the prior period.

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

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

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

THIRD QUARTER 2010

•

Other operating expenses decreased $12.2 million in the period primarily due to:

•

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

Partially offset by:

• reversal of a $23.0 million bad debt provision in the prior ~~year;~~comparative ~~and~~period.

•Operating ~~higher~~income: ~~Quebecor~~$122.7 ~~Media~~million, ~~management~~an ~~fees~~increase of $018.91 million (17.2%).

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

•

Operating income increased primarily due to

• ~~lower~~higher ~~newsprint~~labour ~~expense~~tax credits of $83.2 million recognized in the period;

•

lower newsprint expense;

•

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

• savings from restructuring of operations initiatives;

Partially offset by:

• a $6.78 million decrease in total revenues;

•

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

• reversal of a $23.0 million bad debt provision in the prior ~~year~~comparative period; and

• higher ~~Quebecor~~stock-based ~~Media~~compensation ~~management fees~~ of $0.96 million~~; and~~.

•Amortization: ~~higher~~$14.3 ~~stock-based~~million, ~~compensation~~a decrease of $01.8 million (11.0%).

Amortization: $9.1 million, a decrease of $1.6 million (14.3%).

•

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

Financial expenses: $1523.20 million, a decrease of $3.6 million (1913.15%).

•

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: $12.98 million gain, compared to to $12.40 million gain in the same period of 2009, for a favourable variance of $0.8 million.

•

The change was due to:

• a $817.61 million favourable variance in the loss on embedded derivatives and derivative instruments for which hedge accounting is not used;

Partially offset by:

• a $614.3 million unfavourable variance on ~~loss~~gain on foreign currency translation of financial instruments for which hedge accounting is not used; and

•

a $2.0 million unfavourable variance on gain on ineffective portion of fair value hedges.

Charge for restructuring of operations: $4.2 million, compared with $5.2 million in 2009.

•

Restructuring charges of $4.2 million were recorded for the nine months ended September 30, 2010, substantially all related to the elimination of positions, mainly resulting from production and back-office consolidation initiatives.

•

Restructuring charges of $5.2 million were recorded for the nine months ended September 30, 2009 of which $4.6 million related to severances for employees in a number of publications including the Western region, Community Newspaper Group as well as in head office. In addition, during the third quarter of 2009, contractual lease termination costs of $0.3 million were recorded as well as an impairment charge of $0.3 million related to certain machinery and equipment.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD QUARTER 2010

•Income taxes: a $112.82 million ~~unfavourable~~(effective ~~variance~~tax onrate ~~gain~~of on14.6%) ~~ineffective~~expense ~~portion~~compared to $11.4 million (effective tax rate of ~~fair~~20.0%) ~~value~~in ~~hedges~~the same period of 2009.

~~Charge~~• ~~for~~The ~~restructuring~~unfavourable variance of ~~operations:~~ $30.58 million, ~~compared~~was ~~with~~mainly ~~$2.7~~due ~~million in 2009.~~ to:

• ~~Restructuring~~increase ~~charges~~in ofincome ~~$3.5~~before ~~million~~tax ~~were~~in ~~recorded for~~ the ~~six~~nine months ended ~~June~~September 30, 2010, ~~substantially all related to the elimination~~ of ~~positions~~$26.7 million, ~~mainly~~ resulting ~~from~~in ~~production~~an ~~and~~unfavourable ~~back-office~~tax ~~consolidation~~impact ~~initiatives~~of $7.0 million;

• ~~Restructuring~~recognition ~~charges for the six months ended June 30, 2009~~ of ~~$2.7~~future ~~million~~income ~~related~~tax tobenefits ~~severances~~on ~~for~~certain ~~employees~~unrealized incapital alosses ~~number of publications~~ in the ~~western~~prior ~~region,~~year ~~including~~resulting 24in ~~Hours~~an ~~Vancouver,~~unfavourable ~~Edmonton~~impact ~~Sun,~~of ~~Calgary Sun and several Alberta community newspapers~~$1.9 million;

~~Income~~• ~~taxes:~~unfavourable ~~$9.1 million (effective~~ tax ~~rate~~impact of 15$2.5%) ~~expense compared to $6.2~~ million ~~(effective~~from ~~tax~~derivative ~~rate~~financial ~~of 17.1%) in the same period of 2009.~~ instruments;

• The unfavourable variance of $2.9 million was mainly due 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~~favourable intax ~~interest~~impact ~~expense~~of on$10.0 ~~subordinated~~million ~~loans~~on ~~and~~non-taxable ~~convertible~~dividend ~~obligations to related companies resulting in lower~~ income ~~tax expense of $5~~.~~7 million.~~

Net income: $4971.76 million, compared with $3045.27 million in the same period in 2009.

• The increase of $1925.59 million was ~~mainly~~ due to:

• higher operating income of $1618.50 million;

•

lower financial expenses of $3.6 million;

• lower amortization of $1.68 million;

•

lower equity loss on investments of $1.5 million;

•

lower charge for restructuring of operations of $1.0 million;

•

higher gain on valuation and translation of financial instruments of $0.8 million;

Partially offset by:

• higher income taxes of $20.98 million~~; and~~.

• higher charge for restructuring of operations of $0.8 million.

CASH FLOWS AND FINANCIAL POSITION

Operating Activities

~~Cash~~Third ~~flows~~Quarter ~~provided by operating activities: $17.9 million in the second quarter~~ of 2010, ~~compared with $31.3 million in the same quarter of 2009.~~

•Cash ~~The~~flows provided by operating activities: $1314.48 million ~~decrease~~in ~~was~~the ~~mainly~~third ~~due~~quarter ~~to:~~of 2010, compared with $40.3 million in the same quarter of 2009.

• ~~negative~~The ~~net changes in non-cash balances related to operating activities of~~ $1225.85 million ~~mainly~~decrease ~~related~~was tomainly ~~the~~due ~~timing of payments;~~to:

• ~~higher~~negative ~~current~~net ~~tax~~changes ~~expense~~in non-cash balances related to operating activities of $626.93 million mainly related to the timing of payments;

• higher ~~restructuring~~current ~~charges~~tax expense of $1.37 million;

Partially offset by:

• ~~$6.6~~lower ~~million~~restructuring ~~increase~~of inoperations ~~operating~~charges ~~income~~of $1.8 million; and

• ~~$1.2~~Increase ~~million~~in ~~decrease~~operating inincome ~~financial~~of ~~expenses~~$1.6 million.

•8 ~~Year-to-date cash flows provided by operating activities decreased $17.5 million mainly due to:~~

• negative net changes in non-cash balances related to operating activities of $28.7 million mainly related to the timing of payments;

• higher current tax expense of $7.9 million;

• higher restructuring charges of $0.8 million;

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD QUARTER 2010

First Nine Months of 2010

Cash flows provided by operating activities: $47.2 million in the first nine months of 2010, compared with $90.2 million in the same period of 2009.

•

The $43.0 million decrease was mainly due to:

•

negative net changes in non-cash balances related to operating activities of $55.0 million mainly related to the timing of payments;

•

higher current tax expense of $9.6 million;

Partially offset by:

• $1618.41 million increase in operating income; ~~and~~

• $3.6 million decrease in financial expenses.; and

• ~~During the three and six months ended June 30, 2010, payments of~~ $31.50 million ~~and~~decrease ~~$7.6 million, respectively, were made~~ in ~~relation to~~ restructuring ~~initiatives~~of ~~implemented~~operations charges.

~~Working~~• ~~capital~~During ofthe ~~Sun~~three ~~Media:~~and ~~$27.0~~nine ~~million~~months atended ~~June~~ September 30, 2010, ~~compared~~payments ~~with $62.3 million at December 31, 2009. The unfavourable variance~~ of $352.32 million ~~was mainly due to a decrease in cash~~ and ~~cash equivalents of~~ $619.58 million, ~~and an increase in current taxes payable of $6.0 million~~respectively, ~~offset~~were bymade ~~a decrease~~ in ~~accounts~~relation ~~payable~~to ~~and~~restructuring ~~accrued~~initiatives ~~liabilities of $38~~implemented.~~4 million.~~

Working capital of Sun Media: $47.7 million at September 30, 2010, compared with $62.3 million at December 31, 2009. The unfavourable variance of $14.6 million was mainly due to a decrease in cash and cash equivalents of $53.2 million, a decrease in accounts receivable of $4.5 million and an increase in current taxes payable of $6.9 million, offset by a decrease in accounts payable and accrued liabilities of $50.1 million.

Investing Activities

• Additions to property, plant and equipment and intangible assets: ~~decreased~~Decreased $12.02 million in the ~~second~~third quarter of 2010 to $24.30 million and ~~increased~~decreased $02.10 million to $610.9 million on a year-to-date basis as compared to the prior year.

• Tax consolidation transactions: 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%. On September 15, 2010, the Company sold its investment in Quebecor Media Printing Preferred Shares for an amount of $590.0 million and used the proceeds to redeem its subordinated loan from Quebecor Media Printing for the same amount.

• AsAcquisition ~~part~~ of ~~its~~assets ~~restructuring~~from ~~initiatives,~~a ~~Sun~~related ~~Media~~company: ~~sold~~On ~~certain~~July ~~tangible~~31, ~~assets~~2010, in the ~~second~~Company ~~quarter~~entered ofinto ~~2010~~an ~~for~~asset ~~total~~purchase ~~proceeds~~agreement ofwith ~~approximately~~Canoe ~~$40~~Inc.3, ~~million~~a ~~and~~company ~~the~~under ~~excess~~common ~~over~~control. The net ~~book~~cash ~~value~~consideration ofpaid by the Company was $32.96 million, net of ~~related~~working ~~income~~capital ~~taxes~~liabilities assumed of $0.94 million. The purchase price allocations were attributed mainly to intangible assets, including software. The excess of the purchase price over the net book value of $0.4 million was recorded inas a reduction to contributed surplus.

Financing Activities

• The decrease in long-term debt of $24.2 million in the ~~six~~nine months ended ~~June~~September 30, 2010 was mainly due to the following changes:

Cash adjustments:

• mandatory and other principal debt repayments by Sun Media in the amount of $0.23 million.

Other non-cash adjustments:

• $25.70 million favourable impact of foreign currency translation and fair value adjustments;

Partially offset by:

• Amortization of financing costs and long-term debt discount of $01.71 million.

• Assets and liabilities related to derivative financial instruments totaled a net liability of $8990.16 million at ~~June~~September 30, 2010 compared with a net liability of $88.6 million at December 31, 2009, a net value ~~reduction~~increase of $02.50 million. ~~The variance was caused by a change in the fair value of the Company’s derivative financial instruments.~~

•9 ~~During the three and six months ended June 30, 2010, the Company made dividend payments of $127.0 million to its parent company, Quebecor Media.~~

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD QUARTER 2010

~~Financial~~The ~~Position~~variance aswas caused by a change in the fair value of ~~June 30,~~the ~~2010~~Company’s derivative financial instruments and by the unfavourable variance caused by the effect of foreign currency translation on derivative financial instruments.

~~Total~~• ~~available~~During ~~liquidity:~~the ~~total~~nine ~~available~~months ~~liquidity~~ended isSeptember ~~$132.0~~30, ~~million~~2010, ~~comprised~~the ofCompany amade ~~revolving~~dividend ~~credit~~payments ~~facility~~ of $70127.0 million~~, which~~ ~~was~~to ~~undrawn~~its asparent ~~of June 30~~company, ~~2010,~~Quebecor ~~and cash and cash equivalents of $62~~Media.~~0 million.~~

~~Long-term~~Financial ~~debt:~~Position ~~$246.3 million, compared with $248.5 million~~ as of ~~December~~September 3130, ~~2009,~~2010 ~~a decrease of $2.2 million (see “Financing Activities” above).~~

AsTotal ofavailable ~~June 30,~~liquidity: ~~2010,~~total ~~the~~available ~~aggregate~~liquidity ~~amount~~is of$140.3 ~~minimum~~million, ~~principal~~comprised ~~payments~~of ona ~~long-term~~revolving ~~debt~~credit ~~required~~facility inof ~~each~~$70.0 ofmillion, which ~~the~~was ~~next~~undrawn ~~five~~as ~~years and~~of ~~thereafter~~September 30, ~~based~~2010, onand ~~borrowing~~cash ~~levels~~and ascash atequivalents ~~that~~of ~~date,~~$70.3 ismillion. ~~as follows:~~

Long-term debt: $244.3 million, compared with $248.5 million as of December 31, 2009, a decrease of $4.2 million (see “Financing Activities” above).

As of September 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 ~~June~~September 30

(in millions of Canadian dollars)

2011	$	0.4
2012		0.4
2013		~~248~~246.43
2014		—
2015		—
2016 and thereafter		—
Total	$	~~249~~247.21

The weighted average term of Sun Media’s debt was approximately 2.63 years as of ~~June~~September 30, 2010 (3.1 years as of December 31, 2009). The debt comprises approximately 10.98% fixed-rate debt (10.9% as of December 31, 2009) and 89.12% floating-rate debt (89.1% as of December 31, 2009).

Management expects that the principal needs for cash relating to Sun Media’s existing operations will be to fund ~~operating~~ 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~~ 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~~September 30, 2010, the Company was in compliance with its required ratios.

ADDITIONAL INFORMATION

Contractual Obligations

As of ~~June~~September 30, 2010, material contractual obligations included capital repayment and interest on long-term debt and subordinated 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 ~~second~~third 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—(Continued)

~~SECOND~~THIRD QUARTER 2010

Table 3

Financial contractual obligations as of ~~June~~September 30, 2010

(in millions of Canadian dollars)

	Total		~~Less than1 year~~	Less than1 year		~~1-3years~~		1-3 years	~~3-5years~~		3-5 ~~yearsand more~~years		5 yearsand more
Accounts payable and accrued charges	$	~~140~~131.04	$	~~140.0~~$	131.4	$	—	$	$—	—	$	—	$	—
Long-term debt		~~249~~247.21		~~0.4~~	0.4		~~248.8~~		246.7	—		—		—
Interest on long-term debt (a)		4642.80		~~16.0~~	17.0		~~30.8~~		25.0	—		—		—
Subordinated loans to Quebecor Media		212.0		—	—		—		—	~~212.0~~		—212.0		—
Interest on subordinated loans		5046.14		~~14.8~~	14.9		~~35.3~~		29.7	—		—1.8		—
Derivative instruments (b)		99101.24		—	—		~~99.2~~		101.4	—		—		—
Operating leases and other commitments		3028.83		~~13.9~~	12.8		~~10.7~~		10.1	~~4.2~~		23.06		1.8
Total	$	~~828~~808.16	$	~~185.1~~$	176.5	$	~~424.8~~	$	$412.9	~~216.2~~	$	2217.04	$	1.8

(a) Estimated interest payable on long-term debt based on the hedged and unhedged interest rates and hedged foreign exchange rate as of ~~June~~September 30, 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 ~~June~~September 30, 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

SECOND QUARTER 2010

Table 4

Fair value of derivative financial instruments

(in millions of dollars)

	June 30, 2010						December 31, 2009
	September 30, 2010						December 31, 2009
	Carryingvalue			~~Fairvalue~~Fair value			Carryingvalue			~~Fairvalue~~Fair value
Long-term debt	$	(~~249~~247.21	)	$	(~~248~~247.62	)	$	(252.1	)	$	(232.4	)
Derivative financial instruments
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	$	(8789.50	)	$	(8789.50	)	$	(86.7	)	$	(86.7	)

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

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

THIRD QUARTER 2010

Table 5

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

(in millions of dollars)

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
(Gain) loss on embedded derivatives and derivative instruments for which hedge accounting is not used	$	(3.7	)	$	15.3		$	0.3		$	8.9
Loss on embedded derivatives and derivative instruments for which hedge accounting is not used	$	0.7		$	9.3		$	1.1		$	18.1
Loss (gain) on foreign currency translation of financial instruments for which hedge accounting is not used		1.3			(12.8	)		(2.2	)		(8.5	)
Gain on foreign currency translation of financial instruments for which hedge accounting is not used		(1.6	)		(9.6	)		(3.9	)		(18.1	)
(Gain) loss on the ineffective portion of fair value hedges		(0.2	)		(1.2	)		—			(1.8	)
Gain on the ineffective portion of fair value hedges		—			(0.2	)		—			(2.0	)
	$	(20.69	)	$	1(0.35	)	$	(12.98	)	$	(12.40	)

ANo ~~loss~~significant ofgain ~~$0.1 million~~ was recorded under other comprehensive income in the ~~second~~third quarter of 2010 in ~~relation~~ relation to cash flow hedging relationships ($0.92 million gain in 2009). A gain of $0.2 million was recorded under other comprehensive income in the ~~six~~nine months ended ~~June~~September 30, 2010 in relation to cash flow hedging relationships ($01.91 million ~~gain~~ gain in 2009).

RECENT ACCOUNTING DEVELOPMENTS IN CANADA

InBeginning ~~February~~on ~~2008~~January 1, ~~Canada’s~~2011, ~~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.

“Diagnostic” Phase—This phase involved 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 involved 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 involved 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 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.

SUN MEDIA CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS—(Continued)

~~SECOND~~THIRD QUARTER 2010

~~“Diagnostic”~~The ~~Phase~~Company –has completed ~~This~~the diagnostic phase ~~involves~~and athe ~~detailed~~project ~~review~~design, ~~and~~has ~~initial~~developed ~~scoping~~solutions offor ~~accounting~~all ~~differences~~of ~~between~~the ~~Canadian GAAP~~important topics, and ~~IFRS,~~is aexecuting ~~preliminary~~its ~~evaluation~~project ofimplementation ~~IFRS 1~~strategy. ~~exemptions~~Comprehensive ~~for~~training ~~first-time~~has ~~IFRS~~been ~~adopters~~given to key employees throughout the organization who will be affected by the changeover to IFRS, and athe ~~high-level~~progress ~~assessment~~ of ~~potential~~the ~~consequences~~Company’s onchangeover ~~financial~~plan ~~reporting,~~continues ~~business~~to ~~processes,~~be ~~internal~~communicated ~~controls,~~to internal and ~~information~~external ~~systems~~stakeholders.

“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 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.

OnThe ~~adoption of IFRS, the~~ significant transitional exemptions that the Company ~~intends~~will to elect ~~at transition with~~ and their related impacts in the opening balance sheet are as follows:

Exemption		Application of exemption
Business combinations		The Company ~~expects~~will 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~~will 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~~will 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~~. AsNo aimpact ~~result,~~is ~~certain~~expected ~~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—(Continued)

~~SECOND~~THIRD QUARTER 2010

Management is in the process of ~~quantifying~~completing the measurement of 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 financialstatements (IAS 1)		• Format variations and additional disclosures in the notes to financial statements are required under IFRS.
Presentation of financial statements (IAS 1)		Format variations and additional disclosures in the notes to financial statements are required under IFRS.
Property, plant andequipment (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.
Property, plant and equipment (IAS 16)		Significant component parts of certain real estate are separately amortized over a shorter useful life. No impact is expected in the transitional balance sheet.
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.
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 otherwise recognized under Canadian GAAP.
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.
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—(Continued)

~~SECOND~~THIRD 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. •or recognized immediately in income as they are incurred in some cases. After transition, the Company ~~expects~~has chosen 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 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 business acquisition.
Related party transactions		• Recognition and measurement criteria for related party transactions may differ under IFRS. • This ~~may~~will result in reclassifications within equity accounts in the opening balance sheet between contributed surplus and retained earnings.
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 iswill ~~expected to~~ increase other liabilities and compensation costs on transition and in subsequent reporting periods.
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~~no ~~for~~impact ~~severance~~is ~~payments~~expected ~~and~~in ~~contract~~the ~~termination~~transitional ~~penalties~~balance ~~may be adjusted, with a corresponding effect on opening retained earnings~~sheet.
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~~will 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~~Management ishas ~~not~~implemented ana ~~exhaustive~~system ~~list~~to accommodate parallel recording of ~~all~~financial information in accordance with IFRS as at the ~~significant~~transition ~~impacts~~date ~~that~~and ~~could~~for ~~occur~~each ~~during~~of the ~~conversion~~2010 financial periods to be presented as comparative figures in its 2011 IFRS financial statements. Accounting and budget processes have been adapted accordingly to embed conversion solutions in the financial reporting system in anticipation of the changeover date.

~~Additionally~~The effects on information technology, ~~the~~data ~~Company~~systems, ~~has~~and ~~prepared~~internal acontrols ~~preliminary~~have ~~IFRS~~also ~~financial~~been ~~statement~~assessed, ~~format~~and inthe ~~accordance~~Company ~~with~~does ~~IAS 1,~~not ~~Presentation~~expect ~~of Financial~~that ~~Statements,~~significant ~~and~~modifications iswill inbe ~~the~~necessary ~~process~~on ofconversion. ~~analyzing~~It has also analysed the contractual and business implications of new policy choices on financing arrangements and similar obligations. and under the current circumstances has not identified any contentious issues arising from the adoptions of IFRS.

~~The~~15 ~~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—(Continued)

~~SECOND~~THIRD QUARTER 2010

~~At this time~~Additionally, the ~~comprehensive impact of the changeover on the~~ Company’s ~~future financial position and results of operations is not yet determinable. Management~~ has ~~implemented~~finalized aits ~~system~~IFRS ~~to accommodate parallel recording of~~ financial ~~information~~statement format in accordance with ~~IFRS~~IAS as1, atPresentation ~~the transition date and for each~~ of ~~the~~Financial ~~2010 financial periods to be presented as comparative figures in its 2011 IFRS financial statements~~Statements.

The Company ~~will~~continues to 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 towards completion, 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 endedJune 30						Six months endedJune 30
	Three months endedSeptember 30							Nine months endedSeptember 30
	2010			2009			~~2010~~	2010			~~2009~~	2009
REVENUES	$	~~209~~188,~~078~~476		$	~~209~~188,~~692~~590		$	~~397,323~~$	585,799		$	~~403,974~~$	592,564
Operating expenses		~~157~~150,~~170~~486			~~164~~152,~~356~~179			~~312,588~~	463,074			~~335,713~~	487,892
Amortization		45,~~515~~170			5,~~575~~416			~~9,168~~	14,338			~~10,694~~	16,110
Financial expenses (note 2)		7,~~576~~871			87,~~812~~863			~~15,170~~	23,041			~~18,763~~	26,626
(Gain) loss on valuation and translation of financial instruments (note 3)		(2,559	)		1,313			(1,910	)			(1,418	)
Gain on valuation and translation of financial instruments (note 3)		(899	)		(588	)			(2,809	)			(2,006	)
Restructuring of operations (note 4)		~~1,281~~680			—2,472			~~3,474~~	4,154			~~2,715~~	5,187
Equity loss on investment in SUN TV Company		—			545			—				1,094
Equity loss on investments (note 6(c))		204			558				204				1,652
INCOME BEFORE INCOME TAXES		4124,~~095~~964			2920,~~091~~690			~~58,833~~	83,797			~~36,413~~	57,103
Income taxes
Current		61,~~835~~661			—			~~7,881~~	9,542			—	—
Future		~~360~~1,449			5,~~529~~186			~~1,248~~	2,697			~~6,242~~	11,428
		7,195			5,529			9,129				6,242
		3,110			5,186				12,239				11,428
NET INCOME	$	3321,~~900~~854		$	2315,~~562~~504		$	~~49,704~~$	71,558		$	~~30,171~~$	45,675

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of Canadian dollars)

(Unaudited)

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
Net income	$	3321,~~900~~854		$	2315,~~562~~504		$	4971,~~704~~558		$	3045,~~171~~675
Other comprehensive (loss) income:
Other comprehensive income:
(Loss) gain on valuation of derivative instruments		(56	)		892			243			862
Gain on valuation of derivative financial instruments		6			199			249			1,061
Income taxes		14(1	)		(~~238~~55	)		(6364	)		(~~232~~287	)
		(42	)		654			180			630
		5			144			185			774
Comprehensive income	$	3321,~~858~~859		$	2415,~~216~~648		$	4971,~~884~~743		$	3046,~~801~~449

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

STATEMENTS OF SHAREHOLDER’S EQUITY

(In thousands of Canadian dollars)

(Unaudited)

	CapitalStock (note 8)		ContributedSurplus			RetainedEarnings				AccumulatedOtherComprehensiveLoss				TotalShareholder’sEquity
	CapitalStock(note 9)			ContributedSurplus				RetainedEarnings				AccumulatedOtherComprehensiveLoss				TotalShareholder’sEquity
Balance as of December 31, 2008	$	272,428	$	~~591~~$	591	$	~~35,979~~	$	35,979	$	~~(2,187~~	)$	(2,187	$)	~~306,811~~	$	306,811
Net income		—		—	—		~~30,171~~		45,675		—		—		~~30,171~~		45,675
Dividends		—		—	—		~~(8,000~~	)	(8,000	)	—		—		~~(8,000~~	)	(8,000	)
Conversion of Quebecor Media subordinated loans to capital stock		49,500		—	—		—		—		—		—		~~49,500~~		49,500
Other comprehensive loss		—		—	—		—		—		~~630~~		774		~~630~~		774
Balance as of June 30, 2009		321,928		591			58,150				(1,557	)			379,112
Balance as of September 30, 2009		321,928			591				73,654				(1,413	)			394,760
Net income		—		—	—		~~36,659~~		21,155		—		—		~~36,659~~		21,155
Other comprehensive loss		—		—	—		—		—		~~177~~		33		~~177~~		33
Balance as of December 31, 2009		321,928		~~591~~	591		~~94,809~~		94,809		~~(1,380~~	)	(1,380	)	~~415,948~~		415,948
Net income		—		—	—		~~49,704~~		71,558		—		—		~~49,704~~		71,558
Dividends		—		—	—		~~(127,000~~	)	(127,000	)	—		—		~~(127,000~~	)	(127,000	)
Indirect contribution from related company (note 9)		—		3,861			—				—				3,861
Indirect contribution from related company (note 10)		—			3,861				—				—				3,861
Other comprehensive income		—		—			—				180				180
Acquisition of assets from a related company (notes 6(b) and 10)		—			(386	)			—				—				(386	)
Balance as of June 30, 2010	$	321,928	$	4,452		$	17,513			$	(1,200	)		$	342,693
Other comprehensive income		—			—				—				185				185
Balance as of September 30, 2010	$	321,928		$	4,066			$	39,367			$	(1,195	)		$	364,166

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars)

(Unaudited)

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
CASH FLOWS RELATED TO OPERATING ACTIVITIES
Net income	$	3321,~~900~~854		$	2315,~~562~~504		$	4971,~~704~~558		$	3045,~~171~~675
Adjustments for:
Amortization of property, plant and equipment		23,~~932~~257			43,~~492~~421			59,~~922~~179			811,~~253~~674
Amortization of intangible and other assets		1,~~583~~913			1,~~083~~995			35,~~246~~159			24,~~441~~436
(Gain) loss on valuation and translation of financial instruments (note 3)		(2,559	)		1,313			(1,910	)		(1,418	)
Gain on valuation and translation of financial instruments (note 3)		(899	)		(588	)		(2,809	)		(2,006	)
Amortization of financing costs and long-term debt discount(note 2)		370			359			737			717
Amortization of financing costs and long-term debt discount (note 2)		374			361			1,111			1,078
Future income taxes		~~360~~1,449			5,~~529~~186			12,~~248~~697			611,~~242~~428
Equity loss on investment in SUN TV Company		—			545			—			1,094
Equity loss on investments (note 6(c))		204			558			204			1,652
Other		(~~134~~349	)		~~116~~499			(~~134~~483	)		~~148~~647
		36,452			36,999			58,813			47,648
		27,803			26,936			86,616			74,584
Net change in non-cash balances related to operating activities		(1812,~~464~~957	)		(513,~~673~~378	)		(2639,~~475~~432	)		215,~~193~~571
Cash flows provided by operating activities		1714,~~988~~846			3140,~~326~~314			3247,~~338~~184			4990,~~841~~155
CASH FLOWS RELATED TO INVESTING ACTIVITIES
Acquisition of property, plant and equipment		(12,~~040~~631	)		(12,~~536~~141	)		(47,~~377~~008	)		(47,~~965~~106	)
Acquisition of intangible assets		(1,~~296~~322	)		(13,~~761~~964	)		(23,~~568~~890	)		(15,~~841~~805	)
Proceeds from disposal of tangible assets (note 9)		40,308			—			40,308			—
Proceeds from disposal of tangible assets (note 10)		805			—			41,113			—
(Investment in) sale of preferred shares of related companies (note 6)		—			199,750			(590,000	)		199,750
Acquisition of assets from a related company (note 6(b))		(3,000	)		—			(3,000	)		—
Cash flows (used in) provided by investing activities		37,972			196,453			(556,637	)		192,944
Sale of preferred shares of related companies (note 6(a))		590,000			—			590,000			199,750
Investment in preferred shares of related companies (note 6(a))		—			—			(590,000	)		—
Investment in a company under common control (note 6(c))		(245	)		—			(245	)		—
Cash flows (used in) provided by investing activities		583,607			(6,105	)		26,970			186,839
CASH FLOWS RELATED TO FINANCING ACTIVITIES
Net change in bank indebtedness		—			~~(4,945~~—	)		—			(2,013	)
Net repayments under revolving bank facilities		—			—			—			(9,997	)
Increase in subordinated loan from related companies (note 6)		—			—			590,000			—
Increase in subordinated loan from related companies (note 6(a))		—			—			590,000			—
Redemption of convertible obligations to related companies		—			(199,750	)		—			(199,750	)
Repayment of subordinated loan from related companies (note 6(a))		(590,000	)		—			(590,000	)		—
Repayment of long-term debt		(100	)		(100	)		(200	)		(200	)
Redemption of convertible obligations to related companies		—			—			—			(199,750	)
Dividends		(127,000	)		—			(127,000	)		(8,000	)
Repayment of long-term debt		(100	)		(100	)		(300	)		(300	)
Other		(25	)		57			(25	)		216
Dividends		—			—			(127,000	)		(8,000	)
Cash flows (used in) provided by financing activities		(127,125	)		(204,738	)		462,775			(219,744	)
Other		(31	)		5			(56	)		221
Increase (decrease) in cash and cash equivalents		(71,165	)		23,041			(61,524	)		23,041
Cash flows used in financing activities		(590,131	)		(95	)		(127,356	)		(219,839	)
Cash and cash equivalents – beginning of period		133,172			—			123,531			—
Increase (decrease) in cash and cash equivalents		8,322			34,114			(53,202	)		57,155
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	62,007		$	23,041		$	62,007		$	23,041
Cash and cash equivalents – beginning of period		62,007			23,041			123,531			—
NON-CASH FINANCING AND INVESTING ACTIVITIES
CASH AND CASH EQUIVALENTS—END OF PERIOD	$	70,329		$	57,155		$	70,329		$	57,155
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


	Three months ended September 30				Nine months ended September 30
	2010		2009		2010		2009
NON-CASH FINANCING AND INVESTING ACTIVITIES
Conversion of Quebecor Media subordinated loans to common shares	$	—	$	—	$	—	$	49,500
ADDITIONAL INFORMATION
Cash interest payments on long-term debt	$	7,263	$	7,348	$	15,059	$	19,229
Cash interest payments on convertible obligations and subordinated loans	$	19,209	$	3,741	$	53,458	$	22,206
Cash income tax payments, net	$	865	$	—	$	3,586	$	25

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

BALANCE SHEETS

(In thousands of Canadian dollars)

(Unaudited)

	June 30,2010			December 31,2009
	September 30,2010			December 31,2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6270,~~007~~329		$	123,531
Accounts receivable		116,111			121,892
Accounts receivable (note 7)		117,410			121,892
Dividend receivable from related companies		1,266			—
Inventories		3,834			4,210
Inventories		3,958			4,210
Prepaid expenses		4,652			4,562
Prepaid expenses		4,203			4,562
Future income taxes		10,590			11,381
Future income taxes		10,618			11,381
		206,815			265,576
		198,163			265,576
Property, plant and equipment		88,954			91,715
Investment in preferred shares of related companies (note 6)		590,000			—
Intangible assets		26,141			24,898
Property, plant and equipment		89,943			91,715
Other assets		18,081			17,969
Intangible assets		24,220			24,898
Other assets		18,016			17,969
Assets held for sale		—			35,136
Goodwill		770,931			770,931
	$	1,~~691~~110,~~273~~922		$	1,206,225
LIABILITIES AND SHAREHOLDER’S EQUITY
CURRENT LIABILITIES
Accounts payable and accrued charges (note 4)	$	~~145~~133,~~594~~925		$	183,987
Deferred revenue		17,~~133~~215			18,203
Interest payable on subordinated loans from related companies		1,245			—
Income taxes		7,563			703
Income taxes		6,767			703
Current portion of long-term debt (note 8)		400			400
Current portion of long-term debt (note 7)		400			400
		159,103			203,293
		171,139			203,293
Long-term debt (note 8)		244,265			248,528
Long-term debt (note 7)		246,349			248,528
Derivative financial instruments		90,559			88,599
Derivative financial instruments		89,139			88,599
Other liabilities		26,443			26,391
Other liabilities		26,990			26,391
Future income taxes		14,386			11,466
Future income taxes		12,963			11,466
Subordinated loans from Quebecor Media		212,000			212,000
Subordinated loan from related companies (note 6)		590,000			—
		746,756			790,277
		1,348,580			790,277
SHAREHOLDER’S EQUITY
Capital stock		321,928			321,928
Capital stock (note 9)		321,928			321,928
Contributed surplus (note 9)		4,452			591
Contributed surplus (notes 6(b) and 10)		4,066			591
Retained earnings		1739,~~513~~367			94,809
Accumulated other comprehensive loss		(1,~~200~~195	)		(1,380	)
		342,693			415,948
		364,166			415,948
	$	1,~~691~~110,~~273~~922		$	1,206,225

See accompanying notes to financial statements.

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the three-month and ~~six~~nine-month periods ended ~~June~~ September 30, 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~~Generally ~~accepted~~Accepted ~~accounting~~Accounting ~~principles~~ Principles (“Canadian GAAP”). The same accounting policies have been used 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 and ~~six~~nine-month periods ended ~~June~~September 30, 2010.

2. FINANCIAL EXPENSES

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
Interest on long-term debt	$	34,~~874~~113		$	3,~~964~~770		$	711,~~643~~756		$	812,~~936~~706
Interest on subordinated loans from Quebecor Media		3,701			43,~~549~~701			711,~~400~~101			912,~~112~~813
Amortization of financing costs and long-term debt discount		~~370~~374			~~359~~361			~~737~~1,111			~~717~~1,078
Interest on subordinated loan from related companies		1614,~~181~~224			—			2842,~~094~~318			—
Interest on convertible obligations to related companies		—			~~3,284~~—			—			8,750
Dividend income on preferred shares of related companies		(1614,548	)		~~(3,363~~—	)		(2843,~~732~~280	)		(8,955	)
Other		(27	)		1931			2835			~~203~~234
	$	7,~~576~~871		$	87,~~812~~863		$	1523,~~170~~041		$	1826,~~763~~626

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

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

(Unaudited)

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

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
(Gain) loss on embedded derivatives and derivative instruments for which hedge accounting is not used	$	(3,706	)	$	15,286		$	338		$	8,899
Loss on embedded derivatives and derivative instruments for which hedge accounting is not used	$	719		$	9,279		$	1,057		$	18,178
Loss (gain) on foreign currency translation of financial instruments for which hedge accounting is not used		1,380			(12,817	)		(2,229	)		(8,503	)
Gain on foreign currency translation of financial instruments for which hedge accounting is not used		(1,627	)		(9,644	)		(3,856	)		(18,147	)
(Gain) loss on the ineffective portion of fair value hedges		(233	)		(1,156	)		(19	)		(1,814	)
Loss (gain) on the ineffective portion of fair value hedges		9			(223	)		(10	)		(2,037	)
	$	(~~2,559~~899	)	$	~~1,313~~(588	)	$	(12,~~910~~809	)	$	(12,~~418~~006	)

4. RESTRUCTURING OF OPERATIONS

During the three-month period ended ~~June~~September 30, 2010, restructuring charges of $~~1,281~~680 were recorded for restructuring initiatives of which $1,~~415,~~049 related to the elimination of positions, net of a recovered amount of $~~134~~369. During the ~~six~~nine-month period ended ~~June~~September 30, 2010, restructuring charges of $34,~~474~~154 were recorded for restructuring initiatives of which $34,~~835~~884, related to to the elimination of positions, net of a recovered amount of $~~361~~730.

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
Continuity of restructuring cost payable	2010			2009			2010			2009
Continuity of restructuring cost payable
Beginning balance	$	25,426		$	10,002		$	29,200		$	20,784
Beginning balance	$	27,544		$	13,474		$	29,200		$	20,784
Workforce reduction initiatives		1,049			1,909			4,884			4,624
Workforce reduction initiatives		1,415			—			3,835			2,715
Payments		(2,218	)		(2,837	)		(9,827	)		(16,334	)
Payments		(3,533	)		(3,472	)		(7,609	)		(13,497	)
Ending balance	$	24,257		$	9,074		$	24,257		$	9,074
Ending balance	$	25,426		$	10,002		$	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 endedJune 30					Six months endedJune 30
	Three months endedSeptember 30							Nine months endedSeptember 30
	2010		~~2009~~	2009		~~2010~~		2010	~~2009~~		2009
Defined contribution pension plans	$	~~372~~409	$	~~394~~$	326	$	~~803~~	$	$1,212	~~1,058~~	$	1,384
Defined benefit pension plans		12,~~774~~653		~~1,808~~	2,169		~~4,252~~		7,958	~~4,262~~		6,431
Total benefit costs	$	23,~~146~~062	$	~~2,202~~$	2,495	$	~~5,055~~	$	$9,170	~~5,320~~	$	7,815

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

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

(Unaudited)

6. TRANSACTIONS WITH RELATED COMPANIES

(a) Investment in preferred shares of and subordinated loans issued to related 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~~On ~~following~~September 15, ~~table~~2010, ~~summarizes~~ the Company’s ~~issuance~~sold ofits ainvestment ~~subordinated~~in ~~loan~~Quebecor Media Printing preferred shares for an amount of $590,000 and used the proceeds to redeem its ~~investment~~subordinated inloan from Quebecor Media Printing ~~preferred~~for ~~shares:~~the same amount.

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

The following table summarizes the Company’s issuance (redemption) of its subordinated loan and its investment (sale) in Quebecor Media Printing preferred shares:

7. LONG-TERM DEBT


	Subordinated loan due in 2015			Quebecor Media Printing Preferred Shares
Balance—January 1, 2010	$	—		$	—
January 20, 2010		590,000			590,000
September 15, 2010		(590,000	)		(590,000	)

Balance—September 30, 2010	$	—		$	—

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

(b) Acquisition of assets from a related company

On July 31, 2010, the Company entered into an asset purchase agreement with Canoe Inc. (“Canoe”), a company under common control. The net cash consideration paid by the Company was $2,635, net of working capital liabilities assumed of $365. The purchase price allocations were attributed mainly to intangible assets, including software. The excess of the purchase price over the net book value of $386 was recorded as a reduction to contributed surplus (see note 10).

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

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

(Unaudited)

8.(c) ~~CAPITAL~~Equity investments ~~STOCK~~in companies under common control

On September 23, 2010, the Company entered into a limited partnership agreement with TVA Group Inc. (“TVA”), a company under common control, to invest in and operate SUN TV News (the “Partnership”), in which TVA holds a 51% interest and Sun Media holds 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. The investment is accounted for using the equity method of accounting.

During the quarter ended September 30, 2010, Sun Media made cash contributions to the Partnership of $245 and recorded an equity loss on its investment in SUN TV News of $204, resulting in an equity investment in SUN TV News of $41 as of September 30, 2010.

During the three and nine months ended September 30, 2009, the Company recorded equity losses on its 25% interest in SUN TV Company of $558 and $1,652, respectively.

7. ACCOUNTS RECEIVABLE

In the third quarter of 2010, the Company recognized tax credits of an estimated amount of $3,183 relating to a new tax credit program, based on management’s assessment of having reasonable assurance that it has complied with the conditions attached to the program and that the amount will be received. This amount represents management’s best estimate and is reflected as a reduction in operating expenses.

8. LONG-TERM DEBT


	September 30, 2010			December 31, 2009
Bank credit facilities	$	37,954		$	38,310
Senior notes		209,126			213,760

		247,080			252,070

Change in fair value related to hedged interest rate risk		(336	)		(1,500	)
Adjustment related to embedded derivatives		(68	)		1,013
Financing fees, net of amortization		(2,011	)		(2,655	)

		244,665			248,928
Less: Current portion		(400	)		(400	)

	$	244,265		$	248,528

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

For the three-month and nine-month periods ended September 30, 2010

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

(Unaudited)

9. 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.

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~~		Amount
Balance – December 31, 2009 and June 30, 2010	1,384,752		$	321,928
Balance—December 31, 2009 and September 30, 2010		1,384,752			$	321,928

910. CONTRIBUTED SURPLUS

As part of its restructuring initiatives, ~~Sun~~the ~~Media~~Company sold certain tangible assets in the second quarter of 2010 for net proceeds of $40,308 and the excess over net book value of $3,861, net of related income taxes of $950, was recorded in contributed surplus.

On July 31, 2010, the Company entered into an asset purchase agreement with Canoe where the excess of the purchase price over the net book value of $386 was recorded as a reduction to contributed surplus (see note 6(b)).

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

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

(Unaudited)

1011. 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~~nine-month period ended ~~June~~September 30, 2010:

	Number			~~Weighted-AverageExercisePrice~~	Weighted-Average ExercisePrice
Outstanding options, as of December 31, 2009	~~604,302~~	604,302		~~$42.46~~	$	42.46
Granted	~~441,000~~	441,000		~~$46.48~~	$	46.48
Exercised	~~(59,087~~	)(82,654	)	~~$39.49~~	$	40.90
Forfeited	~~(177,567~~	)(268,785	)	~~$43.93~~	$	44.46
Transferred (1)	~~20,000~~	72,500		~~$44.45~~	$	43.04
Outstanding options, as of June 30, 2010	828,648			$44.45
Outstanding options, as of September 30, 2010		766,363			$	44.30
Vested options, as of June 30, 2010	119,373			$40.79
Vested options, as of September 30, 2010		208,323			$	42.35

⁽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~~ nine-month periods ended ~~June~~September 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)~~304 and $~~727~~1,031, respectively (2009— net expense of $99523 and ~~recovery of~~ $~~(59)~~464, respectively).

1112. 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.

(a) Statements of income

	Three months endedJune 30						Six months endedJune 30
	Three months endedSeptember 30						Nine months endedSeptember 30
	2010			2009			2010			2009
Net income as per Canadian GAAP	$	3321,~~900~~854		$	2315,~~562~~504		$	4971,~~704~~558		$	3045,~~171~~675
Adjustments:
Pension and post-retirement benefits (i)		~~490~~491			(104	)		~~980~~1,471			(~~208~~312	)
Changes in fair value and ineffective portion of derivative instruments (ii)		(~~491~~75	)		(6970	)		(~~564~~639	)		(~~137~~207	)
Stock-based compensation (iii)		~~600~~(200	)		(~~400~~600	)		~~600~~400			(2,~~100~~700	)
Other		(1113	)		(1413	)		(2235	)		(2942	)
Income taxes (v)		(~~160~~109	)		~~158~~213			(~~269~~378	)		~~668~~881
Net income as per U.S. GAAP	$	3421,~~328~~948		$	2314,~~133~~930		$	5072,~~429~~377		$	2843,~~365~~295

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

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

(Unaudited)

(b) Statements of comprehensive income

Three months endedJune 30

Six months endedJune 30

Three months endedSeptember 30

Nine months endedSeptember 30

2010

2009

2010

2009

Comprehensive income as per Canadian GAAP

3321,~~858~~859

2415,~~216~~648

4971,~~884~~743

3046,~~801~~449

Adjustments to net income as per (a) above

~~428~~94

(~~429~~574

)

~~725~~819

(12,~~806~~380

)

Adjustments to other comprehensive income:

Pension and post-retirement benefits (i)

~~434~~435

~~313~~312

~~868~~1,303

~~625~~937

Income taxes on comprehensive income (v)

(~~116~~115

)

(83

)

(~~232~~347

)

(~~167~~250

)

Comprehensive income as per U.S. GAAP

3422,~~604~~273

2415,~~017~~303

5173,~~245~~518

2944,~~453~~756

(c) Balance sheet data

	June 30, 2010						December 31, 2009
	September 30, 2010						December 31, 2009
	CDNGAAP			U.S.GAAP			CDNGAAP			U.S.GAAP
	CDN GAAP			U.S. GAAP			CDN GAAP			U.S. GAAP
Intangible assets	$	2426,~~220~~141		$	2426,~~536~~451		$	24,898		$	25,241
Other assets		18,~~016~~081			3,~~272~~309			17,969			3,275
Goodwill		770,931			767,508			770,931			767,508
Current liabilities		~~171~~159,~~139~~103			~~173~~162,~~839~~003			203,293			206,593
Future income tax liabilities		1214,~~963~~386			~~(1,543~~106	)		11,466			(3,141	)
Long-term debt		~~246~~244,~~349~~265			~~245~~243,~~900~~891			248,528			247,515
Other liabilities		26,~~990~~443			5352,~~921~~425			26,391			54,825
Contributed surplus (iv)		4,~~452~~066			12,~~852~~466			591			8,991
Retained earnings		1739,~~513~~367			~~(584~~21,364	)		94,809			75,987
Accumulated other comprehensive loss		(1,~~200~~195	)		(2423,~~030~~705	)		(1,380	)		(24,846	)

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

	June 30,2010			December 31,2009
	September 302010			December 31,2009
Accumulated other comprehensive loss as per Canadian GAAP	$	(1,~~200~~195	)	$	(1,380	)
Adjustments:
Pension and post-retirement benefits (i)		(33,~~630~~195	)		(34,498	)
Income taxes on comprehensive income (v)		10,~~800~~685			11,032
Accumulated other comprehensive loss as per U.S. GAAP	$	(2423,~~030~~705	)	$	(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~~sheet, along with a corresponding non-cash adjustment to be recorded in accumulated other comprehensive income (loss).

~~Under~~28 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—(Continued)

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

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

(Unaudited)

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.

(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 by 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~~ at 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.

(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)~~29 ~~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 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

SUN MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

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

(Unaudited)

(vi) asBusiness acombinations ~~liability~~and ~~are recognized in earnings. Acquisition~~non-~~related~~controlling ~~costs~~interests 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 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 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 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: August 12, 2010

/s/ Kin-Man Lee

Kin-Man Lee

Date: November 12, 2010

Kin-Man Lee

Chief Financial Officer

Filing Compare · SUN MEDIA CORP