Focused on the future. 2014 Annual Report 1 Report to Shareholders 4 Management’s Discussion and Analysis 57 Management’s Responsibility for Financial Statements and Report on Internal Control over Financial Reporting 59 Independant Auditors’ Reports 63 Consolidated Financial Statements 68 Notes to Consolidated Financial Statements 122 Five Years in Review 123 Shareholders’ Information 124 Corporate Information The Annual General Meeting of Shareholders will be held on January 14, 2015 at 11:00 am (Mountain Time) at the Shaw Barlow Trail Building, 2400 – 32 Avenue NE, Calgary, Alberta. Shaw Communications Inc. 2014 Annual Report At Shaw, every decision we make, and every initiative we launch, is driven by customer choice and the imperative to bring quality, reliability, innovation and value to the customer and viewer experience. Shaw Communications Inc. 2014 Annual Report Revenue* Dividends Figures in billions Figures in millions 5.2 5.1 485 5.0 445 4.7 416 391 372 3.7 10 11 12 13 14 10 11 12 13 14 Operating income before Free cash flow* restructuring costs and Figures in millions amortization* Figures in billions 698 2.3 2.2 2.1 2.1 617 604 1.8 515 482 10 11 12 13 14 10 11 12 13 14 *Financial information for fiscal 2010 is prepared in accordance with previous Canadian generally accepted accounting principles. Shaw Communications Inc. REPORT TO SHAREHOLDERS August 31, 2014 Dear Fellow Shareholders: Our performance in fiscal 2014 reflects our continued focus on the delivery of exceptional experiences and leading technology to our customers and viewers, a disciplined focus on operational efficiencies, and sound capital management creating value for all stakeholders. We believe our past and future success has been, and will continue to be, a direct result of our commitment to understand and meet the needs of our customers and viewers. During fiscal 2014 we have continued to take steps to evolve our business as we seize the opportunities and address the challenges of today’s environment. The shift over the last several years in how Canadians connect with one another and consume entertainment and other content continues to change our business and the telecommunication landscape. To remain competitive, we have chosen to become a network and content experience company. We have leveraged the strength of our leading network infrastructure and our access to great content to launch services that Canadians can enjoy on any device they choose. During the past year we partnered to expand our offerings to include a music streaming service from Rdio and online shopping through shop.ca, and we also launched several apps for mobile devices that expanded our robust suite of TV Everywhere offerings. Most recently we launched video streaming from shomi – a made-in-Canada on-line content experience service with cutting-edge customization and an impressive depth of programming choice. We are a leader in customer-friendly innovation. Shaw Go WiFi has brought an entirely new connectivity experience to Western Canadians. As Canada’s largest WiFi network, Shaw Go WiFi brings our customers seamless coverage through more than 45,000 access points. Our customers have registered more than 1.25 million devices for use on Shaw Go WiFi. We are identifying areas for growth that are meaningful for our customers today and in years to come. In September 2014, we closed the acquisition of ViaWest, Inc., which provides us with a growth platform in the attractive North American data centre sector and is a significant step in expanding our technology offerings for mid-market businesses in Western Canada. The experience and expertise of the ViaWest management team will drive the next phase of that business’ growth in the U.S. while accelerating the development of our domestic data centre platform. Shaw reaches virtually all Canadians through our business. We serve over three million Canadian households with broadband Internet, WiFi, digital phone and video services, and we deliver Global Television to almost all Canadian homes, along with the 19 specialty networks of Shaw Media. We take seriously our responsibility to earn the trust and business of each of these customers and viewers and know their loyalties are constantly tested in today’s dynamic environment through fierce competition from an increasing number of networks, content and service providers. We thrive on this rivalry, challenging ourselves everyday to better serve our customers. FINANCIAL AND OPERATIONAL PERFORMANCE Our diligent cost management and disciplined pricing approach to the market continues to resonate in our financial results. In fiscal 2014, we delivered revenue and operating income before restructuring and amortization growth of 2%. After considering the impact of acquisitions and dispositions, operating income before restructuring and amortization growth was 3%. Free cash flow for the 1 Shaw Communications Inc. REPORT TO SHAREHOLDERS August 31, 2014 year rose to $698 million, an improvement of 15% over the prior year. In fiscal 2014, we also increased our dividend by 8%, returning $485 million to shareholders. During fiscal 2014 we continued to make the necessary capital investments, spending over $1 billion as we maintain, grow, and enhance our infrastructure, which includes one of North America’s most extensive and advanced fibre networks. Our capital structure and healthy liquidity position support investment grade ratings. We enter 2015 with solid cash flows and a strong balance sheet providing the financial flexibility to capitalize on opportunities as they arise. During fiscal 2014 we reorganized our management and implemented various initiatives designed to improve our overall performance, enabling us to enhance efficiencies, standardize best practices and drive accountability. We filled gaps in our leadership team with high caliber talent from outside the Company, and most importantly, ended the year with a renewed customer centric focus. We are entering fiscal 2015 with a solid foundation across our business. We know that we cannot afford to preserve the past. If we are to serve the growing and changing needs of our customers and remain competitive with the proliferation of alternatives available, we need products, services and solutions that look forward, that promote choice, and that go where the consumer is going and not where that consumer has been. Whether it be on traditional linear TV or new streaming technologies enabled by the Internet, Canadians want access to content anytime they want, anywhere they are, and on the device that most suits their needs. At Shaw, every decision we make, and every initiative we launch, is driven by customer choice and the imperative to bring quality, reliability, innovation and value to the customer and viewer experience. OUR COMMUNITIES We are proud to give back in the communities we serve. In fiscal 2014, Shaw contributed approximately $60 million in cash and in-kind contributions to charitable and community organizations working to make our neighbourhoods and cities better places for everyone. We are also proud to be the founding title sponsor of the Shaw Charity Classic. In two short years, this event has become the best on the Champions Tour showcasing golf’s greatest players. This tournament has donated more than $4.5 million toward children’s charities in Southern Alberta while giving thousands of people the chance to see world class golf in Calgary. CONCLUSION AND OUTLOOK The past year has been filled with change and opportunity for our business and our employees. We expect nothing less as we look forward to fiscal 2015 and beyond. The rapid changes in our industry have attracted the attention of regulators and policymakers in Canada, and we are pleased to continue to work with them to identify and develop policies that are in the best interests of Canadians. We appreciate the opportunity to participate in a variety of forums, including the Let’s Talk TV proceedings launched by the Canadian Radio-television and Telecommunications Commission, to provide our views and to emphasize our commitment to our customers and viewers. 2 Shaw Communications Inc. REPORT TO SHAREHOLDERS August 31, 2014 Our 14,000 employees have proven they are among the best in our industry. Their commitment to our customers and our viewers is unparalleled and we thank them for all that they have done to create value and pride in our Company. We are excited by the potential of our business in the future, and we are grateful for the continued confidence and support of our fellow shareholders in Shaw Communications Inc. In closing, we would like to acknowledge the significant contribution made by Paul Robertson, who passed away September 2, 2014 after a courageous battle with cancer. Paul was an inspiring leader, generously sharing his insight and wisdom with all around him. Paul’s passion for the Canadian media industry, his warm personal leadership style and infectious sense of humour made him truly one of a kind and we are honoured to have had him as part of our Shaw Leadership Team. [Signed] [Signed] JR Shaw Bradley S. Shaw Executive Chair Chief Executive Officer 3 Shaw Communications Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS August 31, 2014 November 28, 2014 FORWARD Tabular dollars are in millions of Canadian dollars, except per share amounts or unless otherwise indicated. Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements. INDEX CONTENTS Page Outline I. INTRODUCTION TO THE BUSINESS 6 A. Company overview – core business and strategies 6 B. Description of the business 7 C. Seasonality and other additional information concerning the business 14 D. Government regulations and regulatory developments 15 E. Key performance drivers 21 F. Critical accounting policies and estimates 25 G. Related party transactions 31 H. New accounting standards 31 I. Known events, trends, risks and uncertainties 33 II. SUMMARY OF QUARTERLY RESULTS 40 III. RESULTS OF OPERATIONS 42 IV.