Shaw Corporate

Shaw announces first quarter financial and operating results, updated 2011 guidance to include Shaw Media, and dividend increase

January 13, 2011

Calgary, Alberta (January 13, 2011) — Shaw Communications Inc. announced results for the first quarter ended November 30, 2010. Consolidated revenue for the three month period of $1.08 billion was up 19% over the comparable period last year. Total operating income before amortization1 of $473 million was comparable to the prior year. Excluding a one-time CRTC Part II fee recovery last year, the current period improvement in operating income before amortization was 18%.

Free cash flow1 for the quarter was $145 million compared to $165 million for the same period last year. The current three month period included free cash flow from the new division, Shaw Media, for the period October 27 to November 30, offset by the one-time CRTC Part II fee recovery last year.

Chief Executive Officer Brad Shaw said, "Our performance for the first three months has us off to a solid start for the year. Our financial results include a partial quarter for our new Media division. We have welcomed our additional 2,100 employees and are excited as we together begin to develop and capitalize on the opportunities to leverage content with our distribution systems."

Net income of $20 million or $0.04 per share for the quarter ended November 30, 2010 compared to $114 million or $0.26 per share for the same period last year. All periods included non-operating items which are more fully detailed in Management's Discussions and Analysis (MD&A).2 The current period included a charge of $139 million for the discounted value of the $180 million CRTC benefit obligation related to the acquisition of Shaw Media, as well as business acquisition, integration and restructuring expenses of $58 million. The prior period included debt retirement costs and amounts related to financial instruments of $82 million and $45 million, respectively. Excluding the non-operating items, net income for the three month period ended November 30, 2010 would have been $159 million compared to $180 million in the same period 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 of CW Media, the company that owns the specialty channels acquired from Alliance Atlantis Communications Inc. in 2007. The total consideration of approximately $2.0 billion includes net debt at CW Media. During 2010, the Company completed certain portions of the acquisition and funded $743.0 million, including acquisition costs, with cash on hand. Shaw completed the outstanding portions of the acquisition on October 27 and funded additional payments of approximately $500.0 million, which paid Canwest bondholders, other affected creditors of Canwest and Canwest shareholders, as well as other transaction costs. Shaw assumed approximately $815.0 million of debt outstanding in CW Media, including a term loan and 13.5% Senior Notes due 2015 (the "2015 Notes"). Immediately after the closing Shaw refinanced the CW Media term loan, including breakage of related currency swaps, which will generate significant interest savings.

Revenue in the Cable division was up 7% for the three month period to $758 million. The improvement was primarily driven by customer growth and rate increases. Excluding the onetime CRTC Part II fee recovery last year, operating income before amortization was up 5% for the quarter.

Revenue in the Satellite division was $206 million for the three month period, up 3% over the comparable period last year. Operating income before amortization for the quarter was $70 million compared to $95 million, or excluding the one-time Part II fee recovery, $68 million, for the same period last year.

Revenue in the Media division for the period October 27, 2010 to November 30, 2010 was $125 million and operating income before amortization was $57 million. For informational purposes, on a comparative basis to Q1 last year, Media revenues for the full quarter were up approximately 8% and operating income before amortization, excluding the impact of the onetime Part II fee recovery last year, improved 19%.

Mr. Shaw continued, "Our preliminary 2011 free cash flow guidance of approximately $550 million provided on October 22, 2010 for our core Cable and Satellite business has not changed. We expect the new Media assets will generate approximately $75 million of free cash flow for the 10 month period of inclusion during fiscal 2011 before considering cash funding of the CRTC benefit obligation amounts. Over the next 7 years the benefit obligation funding will approximate $275 million comprising $180 million from the Shaw acquisition and $95 million remaining from the Canwest acquisition of the specialty services in 2007. After considering the estimated 2011 CRTC benefit obligation cash funding, we expect Media to contribute approximately $50 million of free cash flow for the 10 month period and consolidated fiscal 2011 free cash flow to approximate $600 million. For informational purposes, on a full year basis, Media operating income before amortization, excluding the Part II fee recovery last year, is expected to improve approximately 10% over the prior year to $290 million and free cash flow on a full year basis, after considering CRTC benefit obligation cash funding and non-controlling interest amounts, would approximate $100 million."

"We remain committed to wireless and are excited about the opportunity wireless represents for our Company going forward. With the rapid evolution of wireless technology and changing market conditions, we believe it is best to take a disciplined approach to our wireless rollout to ensure we deliver an exceptional customer experience. Accordingly, during 2011 we plan to invest approximately $150 – $200 million on this initiative and now expect to launch these services in our first major market early in calendar year 2012, approximately 3 months later than previously anticipated."

Today the Board of Directors approved a 5% increase in the equivalent annual dividend rate to $0.92 on Shaw's Class B Non-Voting Participating shares and $0.9175 on Shaw's Class A Participating shares. This new rate will be effective commencing with the monthly dividends to be paid on March 30, 2011.

On December 7, 2010 Shaw 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 from its reopened offering of 6.75% notes due 2039. The net proceeds were used for repayment of debt incurred under Shaw's credit facility to complete the acquisition of the broadcasting assets of Canwest and effect the subsequent related debt refinancing.

Most recently, Shaw announced that it completed the repurchase of US $52 million of the 2015 Notes. As a result of a change of control triggered due to the acquisition of the Media business, an offer to purchase all of the 2015 Notes outstanding was required (the "Change of Control Offer"). An aggregate of US $52 million face amount of the 2015 Notes was tendered to the Change of Control Offer and were purchased for cancellation for an aggregate price of approximately $60 million, including accrued interest. The Change of Control Offer expired on December 15, 2010 and no further purchases are required.

In the first quarter, the Company's Board of Directors concluded an agreement with the previous Chief Executive Officer to facilitate an orderly and timely transition of senior management functions. Brad Shaw was appointed CEO to lead the many requirements necessary to ensure a successful integration of the new Shaw Media assets. The Board agreed to pay Jim Shaw a package which is comparable to standards and practices for a CEO of his long tenure. Taking into account his 28 years as an employee of Shaw and his 12 years as CEO, the Board also agreed to credit 18 months of additional service in respect of his pension benefit to recognize his significant contribution to the growth and financial success of the Company over many years.

Brad Shaw concluded, "Our acquisition of the Canwest broadcasting assets completed this quarter is positive for the Canadian broadcasting system and all of Shaw's stakeholders, including our customers, employees and shareholders. The acquisition will enable us to monetize and distribute content across multiple platforms, including TV, computer, and our future wireless service. Going forward, through continued innovation and technology enhancements, we plan to open up new opportunities for growth and evolve in step with consumer demands."

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 See reconciliation of Net Income in Consolidated Overview in MD&A

About Shaw

Shaw Communications Inc. is a diversified communications and media company, providing consumers with broadband cable television, High-Speed Internet, Home Phone, telecommunications services (through Shaw Business), satellite direct-to-home services (through Shaw Direct) and engaging programming content (through Shaw Media). Shaw serves 3.4 million customers, through a reliable and extensive fibre network. Shaw Media operates one of the largest conventional television networks in Canada, Global Television, and 19 specialty networks including HGTV Canada, Food Network Canada, History Television and Showcase. 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).