Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion...

30
January 13, 2011 Shaw Communications Inc. Annual General Meeting

Transcript of Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion...

Page 1: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

January 13, 2011

Shaw Communications Inc.Annual General Meeting

Page 2: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

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 Q1 2011 (see our fiscal 2010 Annual Report and Q1 2011

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

Page 3: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

Table of Contents

3

I. Investor Highlights

II. Fiscal 2011 Guidance

III. Operating Performance

IV. Financial Performance

V. Shaw Media Update

VI. Wireless Update

VII. Recent Financing Activity

VIII. Q1 2011 Review

IX. Conclusion

Page 4: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

4

A Leading Communications & Entertainment Provider

Conventional Broadcasting

Specialty Broadcasting

Channels Operated by Shaw Media

(67%)

(50%)

(49%)

(67%) (58%)

(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 2012

Business SolutionsSOHO

Business

Page 5: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Our current market capitalization is approximately C$9 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 almost 80%, 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 (i.e. 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

I. Investor Highlights

Page 6: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• We have exceeded 1 million Digital Phone customers since our launch in 2005 and have consistently

added approximately 50K new customers per 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 725,000 High Definition (“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 900,000 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 transponders

6

I. Investor Highlights

Page 7: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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)

• Upon integration 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 $2.1

billion in dividends and share repurchases have been completed since 2005

• Our shares represent a unique investment opportunity of both growth and yield

7

I. Investor Highlights

Page 8: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• We continue to invest in our wireless initiative and plan to launch the service by 2012

• 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 $150 - $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 the addition of Shaw Media 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

I. Investor Highlights

Page 9: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

9

II. Fiscal 2011 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: core guidance 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 $150 -

$200 million on this strategic initiative in F11

Note: F11 guidance information excludes the impact of wireless initiatives

Page 10: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Upon close of our broadcasting acquisition on October 27, 2010 we rebranded the Canwest

properties as Shaw Media

• However, we will continue to utilize the Global brand as we believe Global is a well recognized

and established brand across Canada - especially in Western Canada

• Operationally, Shaw Media, will continue to function as a fairly autonomous division within SCI

• Shaw Media’s core broadcasting business continues to perform well and most of its

functions (i.e. programming) do not need to be consolidated

• The financial performance of Shaw Media since we first announced the acquisition in May has

been strong

• For F11 (12 months), we expect the EBITDA contribution from Shaw Media to increase by

10% to $290 million (excludes CRTC impact in previous year) compared to a year ago and

generate FCF of $100 million*

• For the 10 month period since the acquisition closed, the media assets are expected to

generate approximately $50 million in FCF for F11*

• On a consolidated basis, including the 10 month impact of Shaw Media, we expect to generate

$600 million of FCF

* Note: FCF information for Shaw Media includes deduction for the CRTC benefit payments ($285 million spread

over 7 years)

Note: F11 guidance information excludes the impact of wireless initiatives10

II. Fiscal 2011 Guidance

Page 11: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• With over 2.3 million basic cable subscribers, Shaw claimed the top spot as Canada’s largest

cable provider 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 HD television subscribers

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III. Operating Performance

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

Page 12: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Since the launch of our digital rental program in October 2009, we have increased our digital

penetration from 40% at the beginning of F09 to over 70% as at August 31, 2010

• Over 95% of our customer base falls within our digital footprint and as of August 31, 2010 we

have over 725K HD customers (45% of our digital base)

• We continue to expand our HD line-up and at any time our customers have access to at least 500

HD services

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III. Operating Performance

604675

766

909

1,298

1,651

28%30%

34%

40%

57%

71%

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2005A 2006A 2007A 2008A 2009A 2010A

Dig

ital P

en

etr

ati

on

as %

of

Basic

Cu

so

mte

rs

Dig

ital T

V C

uso

mte

rs (0

00's

)

Digital TV Customers

Digital TV BasicNote: Adjusted for cable acquisitions

Page 13: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Almost 80% of our basic customers take the service and we continue to find ways to differentiate

ourselves from our competitors including;

• The speed of our service remains a competitive advantage to the Telco’s

• Shaw was the first company in North America to deploy DOCSIS 3.0 which allowed us to

provide a 50% increase in speed

• We have a strong commitment to customer technical support (at no charge)

• New product launches provide even more options for our customers, i.e. Wi-Fi Gateway,

Gigabyte Internet Technology and an enhanced version of Webmail

13

III. Operating Performance

0%

20%

40%

60%

80%

100%

Cablevision SHAW TWC Comcast Rogers Charter Videotron Mediacom Cogeco(CDN)

Inte

rnet

Su

bs a

s %

of

Basic

Cu

sto

mers

Internet Penetration

Source: Company's most recent Quarterly Reports

Page 14: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Our Digital Phone product has had tremendous success since it was launched in February 2005

and during F10 we added over 250K Digital Phone customers, our best year-over-year net

addition since launching the product

• In Q3, we reached a significant milestone of 1,000,000 customers

• Digital Phone is currently available to over 95% of our basic customers

• In F10, we continued our focus on growing our business phone service, where we believe

we have significant growth opportunities

14

III. Operating Performance

669 719774 830

923978

1,0441,08433% 35% 37%

39%

43%44%

47%49%

Pen

etr

ati

on

as %

of

DP

Read

y B

asic

C

uso

mte

rs

Dig

ital P

ho

ne L

ines (

000's

)

Quarter

Digital Phone Subscribers

Digital Phone Basic Penetration

Page 15: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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, we experienced revenue and EBITDA growth of 10% and 14% respectively compared to

2009

• Excluding the impact of Part II Fees, EBITDA growth was over 9%

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IV. Financial Performance

$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

Page 16: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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

16

IV. Financial Performance

Note: FCF figures exclude

wireless and 2010 untaxed

FCF is adjusted to exclude

CRTC Part II fees

$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

)

Consoliated Free Cash Flow(2007A - 2010A)

FCF Adjusted Untaxed FCF

Page 17: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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 and share price, Shaw shares yield in excess of 4% and remains in

the top quartile for dividend paying companies on the TSX60

17

IV. Financial Performance

$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

Page 18: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• On October 27, 2010 we announced the close of our purchase of all the broadcasting assets of

Canwest

• The transaction included 100% of the over-the-air and specialty businesses of Canwest,

including all of Canwest’s equity interest in the portfolio of specialty television channels

acquired from Alliance Atlantis in 2007

• Collectively, these assets formed Shaw Media, a division of Shaw Communications Inc.

• The total consideration for the transaction was approximately $2.0 billion which includes the debt

outstanding at the CW Media Group (“CWMG”) subsidiary

• In May we paid over $700 million 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 and other transaction costs

• Initially, the debt outstanding at the CWMG subsidiary included;

• US$338 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%

18

V. Shaw Media Update

Page 19: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• However, 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 connection with US$338 million of 13.5% PIK notes that mature in August 2015, we were obligated

to make a change of control offer (“COC”) at 101 plus accrued interest

• Approximately US$56 million worth of bonds were tendered at the 101 COC offer price

• The 13.5% PIK notes (US$282 million) become callable on August 15, 2011

• 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 a multiple which exceeds the transaction multiple we paid for the

assets

• 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

• As per our revised guidance for FY11, we expect Shaw Media to generate 10% EBITDA growth in

F11 ($290 million)

19

V. Shaw Media Update

Page 20: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• The broadcasting assets are comprised of two main subsidiaries, including the conventional over-

the-air Global assets, and the specialty business (formerly known as Alliance Atlantis)

• Shaw Media 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 already completed

20

V. Shaw Media Update

Page 21: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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

21

V. Shaw Media Update

Page 22: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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

22

V. Shaw Media Update

Page 23: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• 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

• 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

23

VI. Wireless Update

Rogers24%

Telus21%

Bell Mobility18%

Videotron13%

Globalive11%

DAVE6%

Shaw

4%Bragg

1%

SaskTel1%

MTS Allstream1%

Others0%

AWS Auction % of Total Expenditures

Note: Totals exclude PCS spectrum proceeds

Page 24: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• We believe that the ownership of spectrum is an important strategic asset for Shaw that provides

future flexibility and growth potential

• The majority of capital relating to our wireless initiatives incurred to date has been focused on

building the “core” components of our wireless network

• During F10, we invested approximately $100 million and we expect to spend $150 - $200

million of wireless capital in F2011

• Shaw remains committed to wireless as a strategic priority and our entry into the market will be

disciplined

• Much like our previous investments (i.e. Internet and Phone) we plan to take a cautious

approach by methodically rolling out this service on a market-by-market basis to ensure we

maintain both exceptional customer experience and optimal flexibility

• For the remainder of F11 we will continue to build the necessary infrastructure ( i.e. towers,

fibre, retail) to launch our wireless service in one of our key cable operating areas by early

calendar 2012

24

VI. Wireless Update

Page 25: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• On December 7, 2010 we closed an offering of $900 million in senior unsecured notes, including

$500 million principal amount of 5.50% notes due 2020, as well as an additional $400 million via

the reopening of our 6.75% notes due 2039

• The net proceeds were used for repayment of debt incurred under our credit facility to

complete the acquisition of the broadcasting assets of Canwest and effect the subsequent

related debt refinancing

25

VII. Recent Financing Activity

CWMG13.5%

US $ PIK Notes

(08/2011)2

$282

Swap Liabilities10/2011

$162

6.10% C$ Notes11/2012

$450

Credit Facility1200

7.50% C$ Notes11/2013

$350

6.50% C$ Notes06/2014

$600

33.3% BurrardLanding (Manulife)

$21

6.15% C$ Notes 05/2016

$300

5.70% C$ Notes03/2017

$400

5.65% C$ Notes10/2019

$1,250

5.50% C$ Notes 12/2020

$500

6.75% C$ Notes11/2039

$1,050

0

200

400

600

800

1000

1200

1400

1600

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2039 Total

Deb

t C

$ M

M

Calendar Year

Shaw Communications - Consolidated Maturity Profile

CW Media 13.5% US$ PIK Notes (Aug 15/12)2 Swap Liabilities (Dec 15/11) Cdn 6.10% Snr notes (Nov 16/12) Credit Facility1

Cdn 7.50% Snr notes (Nov 20/13) Cdn 6.50% Snr notes (Jun 02/14) 33.3% Burrard Landing (Manulife) Cdn 6.15% Snr notes (May 09/16)

Cdn 5.70% Snr notes (Mar 02/17) Cdn 5.65% Snr notes (Oct 01/19) Cdn 5.50% Snr notes (Dec 07/20) Cdn 6.75% Snr notes (Nov 09/39)

Total

Notes:1. Credit Facility was reduced with proceeds from the $900 MM debt issue in Dec. 2010 includes draw to fund partial tender of CW Media 13.5% PIK Notes ($60 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 credit facility

NetDebt: $5.5 Bn

Weighted Average

Interest Rate3: 6.18%

Weighted Average

Life3: 11.0 years

Notes:1. Credit Facility was reduced with proceeds from the $900 MM debt issue in Dec. 2010 includes draw to fund partial tender of CW Media 13.5% PIK Notes ($60 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 credit facility

NetDebt: $5.5 Bn

Weighted Average

Interest Rate3: 6.18%

Weighted Average

Life3: 11.0 years

Notes:1. Credit Facility was reduced with proceeds from the $900 MM debt issue in Dec. 2010 includes draw to fund partial tender of CW Media 13.5% PIK Notes ($60 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 credit facility

NetDebt: $5.5 Bn

Weighted Average

Interest Rate3: 6.18%

Weighted Average

Life3: 11.0 years

Notes:1. Credit Facility was reduced with proceeds from the $900 MM debt issue in Dec. 2010 includes draw to fund partial tender of CW Media 13.5% PIK Notes ($60 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 credit facility

NetDebt: $5.5 Bn

Weighted Average

Interest Rate3: 6.18%

Weighted Average

Life3: 11.0 years

Page 26: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Including Canwest, we have outstanding debt of approximately $5.5 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 Shaw Media

• Shaw has maintained its investment grade ratings even after consideration of the Shaw Media

transaction, which was effectively 100% debt financed

26

VII. Recent Financing Activity

$3,359$3,227

$3,144

$5,500

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)

Page 27: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Over the last five years we have completed ten new issues, redeemed nine Notes and have

reduced our long-term cost of debt by over 160 bps to 6.18%

27

VII. Recent Financing Activity

7.80% 7.84%

7.33%

7.14%7.07%

6.94%

6.21%6.18%

6.0%

6.5%

7.0%

7.5%

8.0%

F2004 F2005 F2006 F2007 F2008 F2009 F2010 F2011E

Co

st o

f D

ebt

Fiscal year ending Aug. 31

Weighted Average Cost of Long-Term Debt*

- Oct/09 issued $1.25 Bn(5.65%) 10 Yr Notes- Nov/09 issued $650MM (6.75%) 30 Yr Notes- Acquired $312 MM(13.5%) CW Media Notes- Take-out of US$440 MM (7.88%),US$225 MM (7.68%), US$300 MM (7.61%)

- Mar/09 issued$600 MM (6.5%)5 Yr Notes- Take-out of Videon$130 MM (8.15%)Notes in Mar 09

- Maturity of $300 MM(7.4%) Oct 07 Notes- Take-out of $100 MM(8.54%) COPrS inDec 07

- Mar/07 issued$400 MM (5.7%)10 Yr Notes

- Nov/05 issued $450 MM (6.1%)7 Yr Notes- May/06 issued $300 MM (6.15%)10 Yr Notes- Take-out of $150 MM(8.88%) in Jun 06 and US$172.5 MM (8.5%)COPrS in Nov 05

- Maturity of $275 MM(7.05%) Apr 05 Notes- Take-out of US$142.5 MM (8.45%)COPrS in Dec 04

* Note: As at January 13, 2011; excludes draw on operating facility or excess cash on balance sheet

- Dec/10 issued 500 MM (5.50%) 10 Yr Notes- Dec/10 reopened $400 MM(6.75%) 30 Yr Notes- Dec/10 take-out of US$52 MM (13.5%) CW Media PIK Notes

Key Financing:

Page 28: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• Consolidated revenue and EBITDA for Q1 was driven by growth in all business lines (cable,

satellite and media)

• Revenue exceeded $1.078 billion and EBITDA increased to over $473 million

• We generated $145 million of consolidated free cash flow during the quarter

• We are on track to meet our revised guidance of $600 million consolidated FCF ($550

coming from the core business and $50 million from Shaw Media)

• In conjunction with our Q1 results our Board approved a 5% dividend increase to an annual rate

of $0.92 per Class B share

28

Q1/11 Review

$906

$400

$1,079

$474

$0

$200

$400

$600

$800

$1,000

$1,200

Revenue EBITDA

Cd

n$

mill

ion

s

Consolidated Financials

Q1 2010 Q1 2011

(1,4

16)

36,2

42

88,2

59

61,4

61

1,0

97

(7,5

42) 18,7

52

62,2

16

49,8

42

(1,5

39)

(20,000)

0

20,000

40,000

60,000

80,000

100,000

Basic Subscribers

Internet Customers

Digital Customers

Digital Phone

Shaw Direct

Net

Ad

dit

ion

s

Net Additions - YoY Comparison

30-Nov-09 30-Nov-10

Page 29: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million

2010 Annual General Meeting

• The execution of our business plan relating to our core business and the completion of our 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 (i.e. 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 commitment to reducing our weighted average cost of long-term debt

29

IX. Conclusion

Page 30: Shaw Communications Inc.€¦ · • Our current market capitalization is approximately C$9 billion and in 2010 Shaw became the largest cable company in Canada with over 2.3 million