Press release

Shaw announces fourth quarter and full year financial and operating results and preliminary fiscal 2011 guidance

October 22, 2010

Calgary, Alberta (October 22, 2010) — Shaw Communications Inc. announced results for the fourth quarter and fiscal year ended August 31, 2010. Consolidated service revenue for the three and twelve month periods of $939 million and $3.72 billion was up 8% and 10%, respectively, over the comparable periods last year. Total service operating income before amortization1 of $423 million and $1.76 billion, respectively, improved 7% and 14% over the same periods. Excluding a one-time CRTC Part II fee recovery the year-to-date increase in service operating income before amortization was 9%. Funds flow from operations2 was $327 million and $1.38 billion for the three months and annual period, respectively, compared to $321 million and $1.32 billion in the same periods last year.

Free cash flow1 for the three and twelve month periods was $69 million and $515 million, respectively, compared to $99 million and $506 million for the same periods last year. The current year was comparable to the prior period despite increased capital investment of almost $70 million and higher cash taxes of over $150 million in the current period.

Chief Executive Officer and Vice Chair Jim Shaw said, "Our financial and operational results for the quarter and year were solid. Through ongoing investment in our advanced broadband network and the provision of high quality leading edge products, value pricing, and exceptional customer service, we continue to grow our business in this highly competitive environment."

Mr. Shaw continued, "Fiscal 2010 was an exciting year with many significant accomplishments including a transformative transaction for Shaw with the acquisition of the Broadcasting business of Canwest Global Communications Corp including 100% of the specialty channels jointly owned by Canwest and Goldman Sachs. We believe the combination of content with our distribution networks position us as a leading Canadian entertainment, broadcasting and communications company offering our customers strong choices in this rapidly evolving landscape."

"Other accomplishments include: the completion of several successful debt offerings at attractive rates that strengthened our capital structure and lowered costs; the acquisition of Mountain Cable, one of the larger independent cable companies in Canada, operating in Hamilton, Ontario; continued growth of our Digital cable subscriber base which now represents over 70% penetration of Basic customers; and surpassing the 1,000,000 Digital Phone line milestone. We also commenced our Wireless build activities and invested approximately $100 million during the 2010 fiscal year. We plan to enable the full potential of high-speed mobile applications through our wireless infrastructure which will be fully integrated into our extensive fibre optic network."

Mr. Shaw stated, "We make prudent investments to meet our current and longer term strategic goals while preserving our ability to return cash to shareholders. During 2010 we paid over $370 million in dividends to shareholders and we repurchased $118 million of shares. Our accomplishments this year reflect the strength of our management, and the dedication and commitment of our entire team."

Net income of $122 million or $0.28 per share for the quarter ended August 31, 2010 compared to $124 million or $0.29 per share for the same period last year. Net income for the annual period was $533 million or $1.23 per share compared to $536 million or $1.25 per share last year. All periods included non-operating items which are more fully detailed in Management's Discussions and Analysis (MD&A).3 The current annual period included debt retirement costs and amounts related to financial instruments of $82 million and $47 million, respectively. Excluding the non-operating items, net income for the current three and twelve month periods ended August 31, 2010 would have been $132 million and $613 million, respectively, compared to $124 million and $506 million in the same periods last year.

Service revenue in the Cable division was up 9% and 11% for the three and twelve month periods, respectively, to $741 million and $2.93 billion. The improvement was primarily driven by customer growth and rate increases. Service operating income before amortization was up 9% for the quarter and 15% for the year-to-date period.

Service revenue in the Satellite division was $197 million and $790 million for the three and twelve month periods, up 4% over each of the comparable periods last year. Service operating income before amortization for the quarter and annual period was $68 million and $303 million compared to $67 million and $269 million for the same periods last year.

In May 2010 Shaw announced that it had entered into agreements to acquire 100% of the Broadcasting business of Canwest Global Communications Corp. ("Canwest") including all the equity interest in CW Investments Co. ("CW Media"), the company that owns the specialty channels acquired from Alliance Atlantis Communications Inc. in 2007 by Canwest and Goldman Sachs. The total consideration of approximately $2 billion includes approximately $815 million of net debt at CW Media. During the third quarter, the Company completed certain portions of the acquisition and funded $743 million, including acquisition costs, with cash on hand. During the fourth quarter the Competition Bureau cleared Shaw's acquisition of Canwest and the Ontario Superior Court of Justice issued a sanction order approving the restated consolidated plan of compromise, arrangement and reorganization. In late September the CRTC held a public hearing to consider Shaw's application to assume control of Canwest and approval is expected by October 22. To complete the transaction, Shaw will fund total payments of approximately $500 million at closing, which will be made to pay Canwest bondholders, other affected creditors of Canwest and Canwest shareholders, as well as pay other transaction costs. Shaw is also assuming approximately $815 million of debt outstanding in CW Media. The outstanding portions of the acquisition will close shortly after receipt of CRTC approval.

"Looking forward to fiscal 2011 we expect continued growth in our core Cable and Satellite business. On a preliminary basis, we expect that the growth rate of core consolidated service operating income before amortization will decline modestly compared to last year's organic growth of approximately 7.5% as a result of competitive market pressures and higher programming costs. We estimate capital investment will decline from 2010 levels and cash taxes will increase. Overall, for Cable and Satellite we expect robust free cash flow growth to approximately $550 million which, excluding the Part II fee recovery in 2010, represents a growth rate of approximately 20%. We also plan to continue our wireless build and anticipate investing approximately $200 million on this strategic initiative. We caution that this is preliminary guidance and may change in light of competitive market dynamics and other factors. Also, this guidance does not incorporate the new media assets which will immediately be accretive to free cash flow."

Mr. Shaw concluded, "Technology is driving change in the Canadian Broadcasting system, transforming content distribution and viewership. We embrace this and see a future of possibility uniting broadcasting services and content with our advanced distribution platforms. The strategic initiatives we started this year position us to continue to be a leader in the dynamic and evolving entertainment, broadcasting and communications industry."

The accompanying Management's Discussion and Analysis forms part of this news release and the "Caution Concerning Forward Looking Statements" applies to all forward-looking statements made in this news release.

1 See definitions and discussion under Key Performance Drivers in MD&A.
2 Funds flow from operations is before changes in non-cash working capital balances related to operations as presented in the unaudited interim Consolidated Statements of Cash Flows.
2 See reconciliation of Net Income in Consolidated Overview in MD&A

About Shaw

Shaw Communications Inc. is a diversified communications company whose core business is providing broadband cable television, High-Speed Internet, Digital Phone, telecommunications services (through Shaw Business Solutions) and satellite direct-to-home services (through Shaw Direct). The Company serves 3.4 million customers, including 1.8 million Internet subscribers and over 1.0 million Digital Phone customers, through a reliable and extensive network, which comprises 625,000 kilometres of fibre. Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (Symbol: TSX – SJR.B, NYSE – SJR).

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