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November 2010
Shaw Communications Inc.Investor Update
Certain statements included in this presentation may constitute forward-looking statements,
including, without limitation, those appearing under "F2011 Guidance". Such forward-
looking statements involve risks, uncertainties and other factors which may cause actual
results, performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking
statements.
The discussion of risk factors and the discussion under the heading “Caution Concerning
Forward-Looking Statements” contained in the Company's Management’s Discussion and
Analysis for fiscal 2010 and for Q4 2010 (see our fiscal 2010 Annual Report and Q4 2010
MD&A, filed by the Company with the U.S. Securities and Exchange Commission, under
Forms 40-F and 6-K, respectively, and with the Canadian securities commissions; also
available at www.shaw.ca) state material factors that could cause actual results to differ
materially from the conclusion, forecast or projection in the forward-looking statements and
state material factors and assumptions that were applied in drawing conclusions or making
forecasts or projections set out in the forward-looking statements. This discussion of factors
and assumptions is expressly incorporated by reference in this document and should be
read in conjunction with this document.
Forward Looking Disclaimer
2
Table of Contents
3
I. Investor Highlights
II. Fiscal 2011 Guidance
III. Canwest Acquisition
IV. Wireless Discussion
V. Leverage Discussion
VI. Conclusion
I. Investor Highlights
4
A Leading Communications and Entertainment Provider
Conventional Broadcasting
Specialty Broadcasting
Channels Operated by Shaw Media
(67%)
(50%)
(49%)
(67%) (58%)
(65%) (50%) (50%) (50%)
(68%)
(50%) (50%)
(49%)(38%)
Shaw holds approximately 20 MHz
of AWS spectrum across Western
Canada
Consumer
Shaw CableClassic Cable
Digital TV
HDTV
Shaw Internet
High-Speed Lite
High-Speed Internet
High-Speed Extreme
High-Speed Warp
High-Speed Nitro
Shaw Home PhoneHome Phone
Home Phone Lite
Home Phone Basic
Basic
High Definition
Advanced HDPVR
Channels Not Operated by Shaw Media
To Be Launched in Late 2011
Business SolutionsSOHO
Business
I. Investor Highlights
• Our current market capitalization is approximately C$10 billion and in 2010 Shaw became the
largest cable company in Canada with over 2.3 million basic customers
• Including satellite, we distribute video to over 3.2 million Canadian consumers
• This represents approximately 30% of the Canadian pay-TV market
• As of August 31, 2010 we had an internet penetration rate of 78%, maintaining the highest
Internet penetration of our Canadian peers and we were the first company in North America to
introduce DOCSIS 3.0
• We are currently in the testing phase of a usage based billing model for our Internet service,
which follows the launch of similar plans in the Canadian market
• We are currently notifying customers who are exceeding their usage cap
• This will be followed by a monthly charge and/or the purchase of additional data
packages
• Customers who are significantly over their current usage cap are encouraged to
upgrade tiers to properly reflect their usage level while improving their Internet speeds
• In the future, we believe our usage based billing plan will enable the further
monetization of our Internet business as data usage becomes more prevalent and
common amongst our customer base (ie. streaming of video)
• Our reliable and robust network of over 625,000 kilometers of fibre is more than any other cable
company in North America and provides Shaw with the bandwidth capacity to offer a wide range
of high quality, compelling applications5
Highlights
I. Investor Highlights
• We have exceeded 1 million Digital Phone customers since our launch in 2005 and have consistently
added 50K new customers every quarter
• Over 45% of our basic customers now take our home phone service
• Since the launch of our digital rental program in October 2009, we have increased our digital
penetration from 40% at the beginning of F2009 to over 70% as at August 31, 2010
• Management targeted 80% digital penetration by the end of F2011 and we believe we are on
track to deliver
• As of August 31, 2010 we have over 725K HD cable customers (almost 45% of our digital base)
• We continue to expand our HD line-up and at any time our customers now have access to at
least 500 HD services
• Our satellite business continues its strong performance
• The focus on profitable growth and free cash flow generation has not changed
• In F09 Star Choice was rebranded as Shaw Direct to strengthen the Shaw brand
• We now have over 900K satellite subscribers, our margin is approximately 35% and our satellite
business now contributes approximately 30% of our consolidated FCF
• In March 2010, we announced that we had entered into agreements with Telesat to acquire
capacity on a new satellite that is expected to be available in late 2012
• This additional capacity will increase Shaw Direct’s satellite television services by 30%
through 16 new transponders6
Highlights
I. Investor Highlights
• In F10 we generated over $3.7 billion in revenue, EBITDA of $1.7 billion and FCF in excess of
$500 million
• F10 revenue and EBITDA increased 10% and 9% respectively driving sustainable and
profitable growth (excludes the impact of CRTC Part II fee recovery)
• Following the close of Canwest (Shaw Media) we will generate annual consolidated revenue
of approximately C$5 billion
• Shaw continues to be recognized as one of the best operators in North America and maintains
superior margins which exceeded 45% on a consolidated basis and 48% for cable for FY 2010
• Shaw has a strong and proven track record of returning capital to shareholders as over $2 billion
in dividends and share repurchases have been completed since 2005
• Our shares represent a unique investment opportunity of both growth and yield (4.1% yield
based on a $21.50 share price)
7
Highlights
I. Investor Highlights
• We continue to invest in our wireless initiative and plan to launch the service by the end of
calendar 2011
• We selected Nokia Siemens Networks to provide the radio access network and core
equipment for our next generation network
• During F10, we spent approximately $100 million and we will continue our build in F11 by
investing an additional $200 million on our wireless initiatives
• We continue to focus on the Home Office and Small Office business consumers
• We believe that this is a natural extension of our residential business and we have the
products and services that meet the needs and demands of these business owners (this
includes Internet, phone and cable services)
• We recently realigned some our business units to form Shaw Business
• As we continue to develop our strategic plans and sales force to grow this segment of our
business, we believe this simplified organizational structure will enable us to focus and
capitalize on opportunities within the small and medium enterprise market in Western
Canada
• With our $2.0 billion Canwest acquisition and a new wireless product on the horizon, we believe
Shaw is positioned to be one of the leading Entertainment and Communications Companies in
Canada
8
Highlights
I. Investor Highlights
• We continued to grow our customer base during F2010 despite facing increased competition
• Shaw achieved some significant milestones during the year, including surpassing 1 million
Digital Phone customers as well as 1 million High Definition (“HD”) television subscribers
• With the acquisition of Mountain Cablevision, Shaw is now the largest cable provider in Canada
with over 2.3 million basic subscribers
9
Substantial Subscriber Base
2,333
1,797
1,651
1,084906
727
395
0
500
1,000
1,500
2,000
2,500
Basic Internet Digital Digital Phone Shaw Direct HD
(Th
ou
sa
nd
s)
Summary of Shaw's Customer Base(as at August 31, 2010)
Satellite HD Cable HD
I. Investor Highlights
• In F10 EBITDA we experienced EBITDA growth of 14% compared to 2009
• Excluding the impact of Part II Fees, EBITDA growth was over 9%
• Shaw is recognized as one of the best operators in North America due to our superior margins
and disciplined business acumen
• Our consolidated operating margin remained stable at approximately 45% in F10
10
Consolidated Financial Review
$2,459
$2,774
$3,105
$3,391
$3,718
$1,078$1,240
$1,408$1,539
$1,685
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
2006 2007 2008 2009 2010 *
$C
DN
MM
Consolidated Annual Revenue and EBITDA(Fiscal Year Ending August 31)
Revenue EBITDA* Note: 2010 EBITDA excludes CRTC Part II fees
I. Investor Highlights
• FCF has grown substantially over the last number of years and was over $515 million in F10 which is
comparable to FCF in F09
• However, in F09 we were only partially cash taxable compared to a full year in F10
• Excluding the impact of cash taxes and the CRTC Part II fees, our untaxed FCF grew by
13%
• Our growth in FCF has been achieved in conjunction with substantial continued investment in our
network and infrastructure, which will enable us to better serve our customers and yield future growth
opportunities
• Over the last three years we have generated almost $1.5 billion in FCF while reinvesting $2
billion back into our core businesses
11
Free Cash Flow
$356
$453
$504 $515
$0 $0
$528
$600
$0
$100
$200
$300
$400
$500
$600
$700
$800
2007A 2008A 2009A 2010A
(C$
mil
lio
ns
)
Review of Shaw Communications FCF(2007A - 2010A)
FCF Adjusted Untaxed FCF
Note: FCF figures exclude wireless and 2010 untaxed FCF is adjusted to exclude CRTC Part
II fees
I. Investor Highlights
• We have led the industry in dividend policy and have been rewarded for our focus on returning
capital to shareholders
• Since 2005, Shaw has returned over $2 billion to shareholders through dividends and share
repurchases
• At the current dividend rate, Shaw shares yield 4.1% (based on $21.50 share price) and remains
in the top quartile for dividend paying companies on the TSX60
12
Dividends
$71
$103
$201
$304
$352
$372
$0.16
$0.24
$0.47
$0.71
$0.82$0.88
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
$0.90
$1.00
$0
$50
$100
$150
$200
$250
$300
$350
$400
2005A 2006A 2007A 2008A 2009A 2010A
Eff
ecti
ve A
nn
ual
Div
iden
d R
ate
per
Sh
are
Div
iden
d P
aym
en
ts t
o S
hare
ho
lders
($M
M)
Dividend Payments
Total Annual Dividend Payments Effective Dividend per Class B Share at end of fiscal year
I. Investor Highlights
• Over the last several years our share price performance has been strong as we continue to
execute our business plan
13
Share Price Performance
$10
$12
$14
$16
$18
$20
$22
$24
$26
$28
Sh
are
Pri
ce
Date
Shaw 5-Year Share Price Performance(Oct. 28, 2005 - Oct. 29, 2010)
CAGR = 13% (excluding dividends)
II. Guidance
• The competitive environment continues to intensify and we do not expect this to moderate
significantly over the coming year
• Considering the competitive environment, a certain level of promotional activity within our
industry is expected
• However, we continue to believe that our products and services provide value to our
customers
• This includes our focus on customer service which is a key differentiating factor
• Looking forward to fiscal 2011, we expect continued growth in our core Cable and Satellite
business
• Taking competitive market pressures and increased programming costs into consideration,
we expect that the growth rate of core consolidated EBITDA will decline modestly compared
to F10’s organic growth rate of 7.5%
• However, we still expect to generate substantial free cash flow of approximately $550 million
which represents a 20% growth rate (excludes CRTC Part II fee recovery in 2010)
• Note: the guidance information does not include our new media assets which will be
immediately accretive to free cash flow
• We believe that capital investment will drive growth in our business and allow for the continued
launch of new innovative products for our customers
• However, for F11, we do anticipate the rate of capital investment to decline from 2010 levels
• We also plan to continue our wireless build and we anticipate investing approximately $200
million on this strategic initiative in F1114
Fiscal 2011 Guidance
III. Canwest Acquisition
• Further to our May 3, 2010 announcement to buy 100% of a Restructured Canwest, the CRTC
issued its decision approving our acquisition of all of the broadcasting assets of Canwest on
October 22, 2010
• This represents the final step of the process and the transaction closed on October 27, 2010
• The total consideration for the transaction was approximately $2.0 billion which includes the debt
outstanding at the CW Media Group (“CWMG”) subsidiary
• The acquisition includes the entire economic interest of the CWMG subsidiary, which held
the former Alliance Atlantis channels
• The transaction was financed with cash on hand (in excess of $700 million) and our $1 billion
operating facility
• In May we paid over $700 million (including legal fees) relating to Goldman Sach’s 65%
economic stake in CWMG
• We paid another $500 million to fund the remaining payments on close of the transaction
• This includes US$440 million to the bondholders, C$38 million to other affected
creditors, C$12 million to shareholders of Canwest (includes legal fees) and other
transaction costs
15
Transaction Details
III. Canwest Acquisition
• The debt outstanding at the CWMG subsidiary includes;
• US$335 million 13.5% high-yield PIK notes outstanding with a maturity of August 2015
• US$400 million high-yield term loan outstanding which matures in February 2015 and is
swapped at an exchange rate of 1.064 and an effective interest rate of 8.7%
• In conjunction with the close, we refinanced the CWMG term loan and the associated swaps
• The refinancing of this facility and the swaps, which totaled approximately $500 million, will
generate substantial interest savings
• In aggregate, we required $1 billion to fund the payments required to the close the transaction and
refinance the CWMG term loan
• This was financed by our existing credit facility and we also established a $500 million
backstop facility to provide additional liquidity
• In F10, Canwest’s consolidated revenue and EBITDA from the broadcasting assets exceeded $1
billion and $260 million respectively
• Represents growth of 9% and 18% respectively compared to 2009 results
• On a proportionate basis, the transaction multiple we paid based on F2010 actual results is 8.5X
versus the pending Bell/CTV transaction which was valued at 9.9X
• We believe our acquisition represents good value as comparable media companies (i.e.
Astral & Corus) are currently trading at 9.4X 2010 consolidated EBITDA
• Note: Canwest previously paid a multiple of 17X EBITDA relating to their acquisition of
Alliance Atlantis in 2007
16
Transaction Details
III. Canwest Acquisition
• Canwest broadcasting assets are comprised of two main subsidiaries, including Canadian
Television LP, which includes the conventional over-the-air Global assets, and the specialty
business in the CWMG subsidiary (formerly known as Alliance Atlantis)
• CWMG has the leading portfolio of profitable specialty television assets including HGTV,
Food and Showcase
• The broadcasting assets are well positioned to benefit from the improving economy and
strengthening advertising market with significant restructuring completed17
Overview of Acquired Assets
III. Canwest Acquisition
• Global TV is the second largest broadcast network in Canada and reaches over 98% of the
broadcast market (32 million Canadians)
• Global currently has a significant market share and can provide Shaw with an effective
promotional vehicle, which is an important consideration as “brand” marketing becomes
more important across our various product platforms
• Over the years, Global has substantially improved its programming line-up maintaining or gaining
market share due to hit shows such as Glee, Big Brother, Survivor and bringing highly anticipated
new Fall hits such as Rookie Blue and Hawaii Five-O
• Global is particularly strong in local news programming in western Canadian markets which aligns
well with our footprint
18
Overview of Acquired Assets
III. Canwest Acquisition
• As the competitive environment intensifies and viewership habits evolve, we believe that
ownership of content and various broadband and mobile rights will become more important in the
future
• Customers are trending towards watching and purchasing content across a variety of media
platforms (broadband and mobile devices) that fit with their schedules
• We believe a greater percentage of traditional programming will be viewed in a video-on-
demand (“VOD”) format and therefore ownership and access to these rights will be a
valuable asset
• Rights to US network programming is key in developing the business models for these
platforms (i.e. VOD) and with the recent regulatory changes in VOD, we will have an
opportunity to generate incremental ad or transaction revenue
• Over-the-top applications (i.e. Global TV website, Hulu etc.) relating to the viewing of
traditional broadcasting will become more common in the future and management of content
will help mitigate this risk to our core business
• We believe we can manage the rights to content and create value for all
Canadians through innovation and technology advancements
• We are excited about the acquisition and we believe the combination of content with our cable
and satellite distribution network, and soon to be wireless service, will position us to continue to
be one of the leading entertainment and communications company in Canada
19
Strategic Rationale
IV. Wireless Discussion
• In July 2008 we acquired 20 MHz of spectrum across our cable operating footprint for a total of
$190 MM
• With the exception of 10 MHz in Saskatchewan and Northern Ontario
• The purchase price represented less than 5% of the total auction proceeds
• We believe that the ownership of spectrum is an important strategic asset for Shaw that provides
future flexibility and growth potential
• Shaw was able to acquire this spectrum at $1.00/MHz/Pop which is a significant discount
compared to an auction average of $1.54/MHz/Pop
• The incumbents paid between $1.65-$1.90/MHz/Pop
20
AWS Spectrum Auction
Rogers24%
Telus21%
Bell Mobility18%
Videotron13%
Globalive11%
DAVE6%
Shaw4%
Bragg1%
SaskTel1%
MTS Allstream1%
Others0%
AWS Auction % of Total Expenditures
Note: Totals exclude PCS spectrum proceeds
IV. Wireless Discussion
• During F10, we confirmed that we are advancing our strategy to offer a competitive wireless
service and plan an initial launch in late 2011
• Capital spend has been accelerated for 2010 and we invested approximately $100 million
during the year
• We expect to spend $200 million of wireless capital in F2011
• Our entry into wireless will be prudent and measured and economic targets will be set
• We announced our selection of Nokia Siemens Networks to provide the radio access network and
core equipment for our next generation wireless network
• The equipment from Nokia will be fully 3G and LTE capable, giving us a variety of options to
deliver broadband wireless service to customers using the Advanced Wireless Services
band as well as future frequency bands
• The network designs are substantially complete and site acquisitions are underway
• Standalone sites require city approvals and we are working through the process
• Site acquisition and construction initiatives are the key activities that will drive overall project
timing
• As with all Shaw products, our focus is to deliver the highest quality and reliable service
• We believe we will have the most impact on the market by selling this service to our existing
customers, enabling a quadruple play offering
21
Wireless Strategy
V. Leverage Discussion
• Investment grade ratings assisted us in raising a total of $2.5 billion in debt since March 2009
• All proceeds were secured at attractive long-term rates during periods of volatile credit
market conditions and continue our track record of reducing our weighted average cost of
long-term debt
• In March 2009, Shaw raised C$600 million in a 5-year C$ issue at 6.50%
• The proceeds from this debt issue were used to for debt repayment and redemption,
including our credit facility and our $130 million Videon Cablesystems Inc. 8.15% Senior
Debentures that were due April 26, 2010
• In September 2009, we raised C$1.25 billion in a 10-year C$ issue at a rate of 5.65%
• This debt is now the lowest priced component of our long-term capital structure and is the
largest 10-year BBB issue ever completed in Canada
• These funds enabled us to complete a significant refinancing of our more expensive US$
denominated debt in October 2009 and also allowed us to eliminate most refinancing risk
through the end of calendar 2012
• We generated approximately $35 million of annual interest savings through these
refinancing transactions
• In November 2009, we raised C$650 million in a 30-year issue at a rate of 6.75%, taking
advantage of capital market interest in long-term debt at attractive rates
• Due to the duration of the bond, we view this instrument as a quasi-equity component of our
capital structure22
Past Bond Issues
V. Leverage Discussion
• Over the last five years we have completed seven new issues, redeemed eight Notes and have
reduced our long-term cost of debt by over 160 bps to 6.2%
23
Weighted Average Cost of Debt
7.80% 7.84%
7.33%7.14%
7.07%6.94%
6.21%
6.0%
6.5%
7.0%
7.5%
8.0%
F2004 F2005 F2006 F2007 F2008 F2009 F2010
Co
st
of
Deb
t
Weighted Average Cost of Long-Term Debt*
Key Financing: - Issued $1.25Bn (5.65%) Oct
09 Notes- Issued $600MM (6.7%) Nov 09 Notes
- Take-out of US$440 MM(7.88%),US$225 MM
(7.68%), US$300 MM(7.61%) Notes
- Issued $600MM (6.5%)
Mar 09 Notes- Take-out ofVideon $130MM (8.15%)
Notes in Mar09
- Maturity of$300 MM
(7.4%) Oct07 Notes- Take-out of$100 MM
(8.54%)COPrS in Dec07
- Issued $400MM (5.7%)
Mar 07 Notes
- Issued $450MM (6.1%)
Nov 05 and$300 MM(6.15%) May06 Notes
- Take-out of$150 MM (8.88%)in Jun 06 and US$172.5 MM
(8.5%)COPrS inNov 05
- Maturity of$275 MM
(7.05%) Apr05 Notes- Take-out of US$142.5
MM (8.45%)COPrS in Dec04
* Note: As at August 31; excludes draw on operating facility or excess cash on balance sheet
V. Leverage Discussion
• Including Canwest, we have outstanding debt of approximately $5.4 billion and a debt-to-EBITDA
ratio of 2.8X (based on 2010PF proportionate EBITDA)
• Our pro forma debt figure for 2010 includes the full impact of the Canwest acquisition
• Shaw has maintained its investment grade ratings even after consideration of the Canwest
transaction, which was effectively 100% debt financed
24
Net Debt
$3,359$3,227
$3,144
$5,400
2.7x
2.3x
2.0x
2.8x
-
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
2007A 2008A 2009A 2010PF
Net D
eb
t/E
BIT
DA
(C$
millio
ns
)
Review of Shaw Communications Leverage Statistics(2007A - 2010PF)
Net Debt (inc. COPrS & hedge)
Note: 2010 leverage ratios exclude $75 million related to the CRTC Part II fee recovery (includes Shaw Media proportionate EBITDA f or F10)
V. Leverage Discussion
• We continue to have approximately $500 million of available liquidity, however we are exploring
the possibility of refinancing some of our debt that is currently drawn on our operating facility (i.e.
$1 billion)
25
Maturity Profile
7.50% C$ Notes11/2013
$350
6.50% C$ Notes6/2014
$600
6.10% C$ Notes11/2012
$450
6.15% C$ Notes5/2016
$300
5.70% C$ Notes3/2017
$400
5.65% C$ Notes10/2019
$1,250
33.3% BurrardLanding (Manulife)
1/2015 $21
Swap Liability12/2011
$162
6.75% C$ Notes11/2039
$650
CW Media13.5% US$
PIK Notes
8/2012
C$3352
OperatingFacility
$1 Bn1
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2039 Total
Deb
t C
$ M
M
Calendar Year
Shaw Communications - Pro Forma Maturity Profile (Includes Shaw Media)
Liquidity Facility Total CW Media 13.5% US$ PIK Notes (Aug 15/12)2
Operating Facility Cdn 6.75% Snr notes (Nov 09/39) Swap Liabilities (Dec 15/11)
33.3% Burrard Landing (Manulife) Cdn 5.65% Snr notes (Oct 01/19) Cdn 5.70% Snr notes (Mar 02/17)
Cdn 6.15% Snr notes (May 09/16) Cdn 6.10% Snr notes (Nov 16/12) Cdn 6.50% Snr notes (Jun 02/14)
Cdn 7.50% Snr notes (Nov 20/13)
Notes:1. We utilize our operating facility to fund cash taxes ($180 MM), the remaining Canwest purchase ($500 MM) and retire CWMG credit facility ($500 MM)
2. CW Media PIK Notes have no hedge (assumed exchange rate at parity) ) - assumes we call early at Aug 15/11
3. Weight Average Interest Rate and Life excludes operating facility
Total MaturingDebt: $5.4 Bn
Weighted Average
Interest Rate3: 6.21%
VI. Conclusion
• The execution of our business plan relating to our core business and the completion of the recent
strategic initiatives have position Shaw as a leader within the Canadian Communications and
Entertainment Industry
• We believe our portfolio of assets will enable us to withstand competitive threats from existing
competition and new technologies (ie. over-the-top applications) and allow us to capitalize and
monetize on other growth opportunities in the future
• We are recognized for our disciplined operating focus and capital management efficiencies
• Capital allocation decisions prioritized in a return focused manner
• Strength of customer service and technology platform is a competitive advantage
• Shaw Wireless provides new growth opportunities and allows us to offer quadruple play packages
to our customers - strengthening the position of all services
• We have a significant opportunity to further leverage our fibre infrastructure and the addition of
wireless services to accelerate growth of Shaw Business
• Additional opportunities to monetize our broadband business through speed and product
differentiation and the introduction of a usage based billing model
• Shaw has a proven track record of returning capital to shareholders, with over $2 billion paid out
in dividends over the last five years and a commitment to the growth of our dividend
• Maintaining a strong balance sheet and metrics that support investment grade ratings and
maintain flexibility to capitalize on opportunities
• Currently investment grade by all three debt rating agencies
• Strong track record of reducing our weighted average cost of long-term debt
26
Shaw Highlights
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