6-K
Rogers Communications Inc (RCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of April, 2023
Commission File Number 001-10805
ROGERS COMMUNICATIONS INC.
\(Translation of registrant’s name into English\)
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F □ Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes □ No ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes □ No ☑
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROGERS COMMUNICATIONS INC. | ||
|---|---|---|
| By: | /s/ “Glenn Brandt” | |
| Name: | Glenn Brandt | |
| Title: | Chief Financial Officer |
Date: April 28, 2023
Exhibit Index
| Exhibit Number | Description of Document |
|---|---|
| 99.1 | Interim Condensed Consolidated Financial Statements of Shaw Communications Inc. for the second quarter ended February 28, 2023 |
| Shaw Communications Inc. | Exhibit 99.1 |
| --- | --- |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(unaudited)
| (millions of Canadian dollars) | February 28, 2023 | August 31, 2022 | ||
|---|---|---|---|---|
| ASSETS | ||||
| Current | ||||
| Cash and cash equivalents | 280 | 421 | ||
| Accounts receivable | 356 | 332 | ||
| Income taxes recoverable | 89 | 35 | ||
| Inventories | 112 | 92 | ||
| Other current assets [note 4] | 371 | 360 | ||
| Current portion of contract assets [note 14] | 60 | 63 | ||
| 1,268 | 1,303 | |||
| Investments and other assets [notes 5 and 19] | 68 | 71 | ||
| Property, plant and equipment | 5,823 | 5,883 | ||
| Other long-term assets | 251 | 208 | ||
| Deferred income tax assets | 3 | 2 | ||
| Intangibles [note 7] | 7,907 | 7,998 | ||
| Goodwill | 280 | 280 | ||
| Contract assets [note 14] | 23 | 23 | ||
| 15,623 | 15,768 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Current | ||||
| Short-term borrowings [note 9] | 200 | 200 | ||
| Accounts payable and accrued liabilities | 719 | 959 | ||
| Provisions [note 10] | 56 | 45 | ||
| Current portion of contract liabilities [note 14] | 196 | 200 | ||
| Current portion of long-term debt [notes 11 and 19] | 1,000 | 1 | ||
| Current portion of lease liabilities [note 8] | 112 | 113 | ||
| 2,283 | 1,518 | |||
| Long-term debt [notes 11 and 19] | 3,554 | 4,552 | ||
| Lease liabilities [note 8] | 961 | 1,017 | ||
| Other long-term liabilities | 11 | 8 | ||
| Provisions [note 10] | 83 | 81 | ||
| Deferred credits | 367 | 373 | ||
| Contract liabilities [note 14] | 24 | 20 | ||
| Deferred income tax liabilities | 1,956 | 1,962 | ||
| 9,239 | 9,531 | |||
| Shareholders' equity [notes 12 and 17] | ||||
| Common and preferred shareholders | 6,384 | 6,237 | ||
| 15,623 | 15,768 | |||
| See accompanying notes. |
Shaw Communications Inc.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| Three months ended February 28, | Six months ended February 28, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Revenue [notes 3 and 14] | 1,340 | 1,359 | 2,709 | 2,745 | ||||||||
| Operating, general and administrative expenses [note 15] | (720 | ) | (727 | ) | (1,471 | ) | (1,480 | ) | ||||
| Amortization: | ||||||||||||
| Deferred equipment revenue | 1 | 3 | 3 | 5 | ||||||||
| Deferred equipment costs | (2 | ) | (9 | ) | (8 | ) | (19 | ) | ||||
| Property, plant and equipment, intangibles and other | (317 | ) | (299 | ) | (624 | ) | (591 | ) | ||||
| Operating income | 302 | 327 | 609 | 660 | ||||||||
| Amortization of financing costs – long-term debt | 1 | - | - | (1 | ) | |||||||
| Interest expense [note 11] | (64 | ) | (65 | ) | (127 | ) | (130 | ) | ||||
| Impairment of assets [note 7] | (90 | ) | - | (90 | ) | - | ||||||
| Other gains (losses) [note 16] | (10 | ) | (5 | ) | (26 | ) | (9 | ) | ||||
| Income before income taxes | 139 | 257 | 366 | 520 | ||||||||
| Current income tax expense [note 3] | 46 | 83 | 97 | 173 | ||||||||
| Deferred income tax (recovery) expense | (14 | ) | (22 | ) | (7 | ) | (45 | ) | ||||
| Net income | 107 | 196 | 276 | 392 | ||||||||
| Net income attributable to: | ||||||||||||
| Equity shareholders | 107 | 196 | 276 | 392 | ||||||||
| Earnings per share: [note 13] | ||||||||||||
| Basic | 0.21 | 0.39 | 0.55 | 0.79 | ||||||||
| Diluted | 0.21 | 0.39 | 0.55 | 0.78 | ||||||||
| See accompanying notes. |
Shaw Communications Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| Three months ended February 28, | Six months ended February 28, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | 2023 | 2022 | 2023 | 2022 | ||||||
| Net income | 107 | 196 | 276 | 392 | ||||||
| Other comprehensive income [note 17] | ||||||||||
| Items that may subsequently be reclassified to income: | ||||||||||
| Change in unrealized fair value of derivatives designated as cash flow hedges | 1 | (1 | ) | 3 | 1 | |||||
| Adjustment for hedged items recognized in the period | - | - | (1 | ) | 1 | |||||
| 1 | (1 | ) | 2 | 2 | ||||||
| Items that will not subsequently be reclassified to income: | ||||||||||
| Remeasurements on employee benefit plans | 1 | 19 | 3 | 31 | ||||||
| 2 | 18 | 5 | 33 | |||||||
| Comprehensive income | 109 | 214 | 281 | 425 | ||||||
| Comprehensive income attributable to: | ||||||||||
| Equity shareholders | 109 | 214 | 281 | 425 | ||||||
| See accompanying notes. |
Shaw Communications Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
| Six months ended February 28, 2023 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Attributable to equity shareholders | ||||||||||||||
| (millions of Canadian dollars) | Share<br><br> <br>capital | Contributed<br><br> <br>surplus | Retained<br><br> <br>earnings | Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss | Total <br><br> equity | |||||||||
| Balance as at September 1, 2022 | 4,217 | 27 | 2,000 | (7 | ) | 6,237 | ||||||||
| Net income | - | - | 276 | - | 276 | |||||||||
| Other comprehensive income | - | - | - | 5 | 5 | |||||||||
| Comprehensive income | - | - | 276 | 5 | 281 | |||||||||
| Dividends | - | - | (149 | ) | - | (149 | ) | |||||||
| Shares issued under stock option plan | 16 | (1 | ) | - | - | 15 | ||||||||
| Balance as at February 28, 2023 | 4,233 | 26 | 2,127 | (2 | ) | 6,384 | ||||||||
| Six months ended February 28, 2022 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Attributable to equity shareholders | ||||||||||||||
| (millions of Canadian dollars) | Share<br><br> <br>capital | Contributed<br><br> <br>surplus | Retained<br><br> <br>earnings | Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss | Total<br><br> <br>equity | |||||||||
| Balance as at September 1, 2021 | 4,199 | 27 | 1,876 | (59 | ) | 6,043 | ||||||||
| Net income | - | - | 392 | - | 392 | |||||||||
| Other comprehensive income | - | - | - | 33 | 33 | |||||||||
| Comprehensive income | - | - | 392 | 33 | 425 | |||||||||
| Dividends | - | - | (296 | ) | - | (296 | ) | |||||||
| Shares issued under stock option plan | 7 | (1 | ) | - | - | 6 | ||||||||
| Share-based compensation | - | 1 | - | - | 1 | |||||||||
| Balance as at February 28, 2022 | 4,206 | 27 | 1,972 | (26 | ) | 6,179 | ||||||||
| See accompanying notes. |
Shaw Communications Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three months ended February 28, | Six months ended February 28, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | 2023 | 2022 | 2023 | 2022 | ||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Funds flow from operations [note 18] | 502 | 496 | 989 | 987 | ||||||||
| Net change in non-cash balances | (21 | ) | (9 | ) | (168 | ) | (138 | ) | ||||
| 481 | 487 | 821 | 849 | |||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Additions to property, plant and equipment [note 3] | (278 | ) | (208 | ) | (544 | ) | (415 | ) | ||||
| Additions to equipment costs (net) [note 3] | (5 | ) | (4 | ) | (10 | ) | (8 | ) | ||||
| Additions to other intangibles [note 3] | (42 | ) | (46 | ) | (73 | ) | (86 | ) | ||||
| Net additions to investments and other assets | 1 | (1 | ) | 1 | (1 | ) | ||||||
| Proceeds on disposal of property, plant and equipment | 2 | 3 | 5 | 4 | ||||||||
| (322 | ) | (256 | ) | (621 | ) | (506 | ) | |||||
| FINANCING ACTIVITIES | ||||||||||||
| Repayment of long-term debt [notes 11 and 19] | (1 | ) | - | (1 | ) | - | ||||||
| Payment of lease liabilities [note 8] | (28 | ) | (28 | ) | (59 | ) | (58 | ) | ||||
| Issue of Class B Shares [note 12] | 11 | 4 | 15 | 7 | ||||||||
| Dividends paid on Class A Shares and Class B Shares | (148 | ) | (148 | ) | (296 | ) | (296 | ) | ||||
| (166 | ) | (172 | ) | (341 | ) | (347 | ) | |||||
| Increase (decrease) in cash | (7 | ) | 59 | (141 | ) | (4 | ) | |||||
| Cash, beginning of the period | 287 | 292 | 421 | 355 | ||||||||
| Cash, end of the period | 280 | 351 | 280 | 351 | ||||||||
| See accompanying notes. |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 1. | CORPORATE INFORMATION |
|---|
Shaw Communications Inc. (“Shaw” or the “Company”) was incorporated under the laws of the Province of Alberta on December 9, 1966 under the name Capital Cable Television Co. Ltd. and was subsequently continued under the Business Corporations Act (Alberta) on March 1, 1984 under the name Shaw Cablesystems Ltd. Its name was changed to Shaw Communications Inc. on May 12, 1993. Subsequent to period end, on April 3, 2023, Rogers Communications Inc. (“Rogers”) acquired all of the issued and outstanding Shaw Shares (as defined below) and on that same day, Shaw was amalgamated with Rogers, with Rogers being the surviving entity and reporting issuer. The Shaw Shares were delisted and Shaw ceased to be a reporting issuer on April 3, 2023. Rogers assumed all of Shaw’s obligations under the indenture governing Shaw’s outstanding senior notes with a total principal amount of $4.55 billion as at April 3, 2023. In connection with the Rogers-Shaw Transaction (as defined below), Rogers Communications Canada Inc. (“RCCI”) provided a guarantee for Shaw’s payment obligations under those senior notes.
Shaw’s core operating business provided: Cable telecommunications, Satellite video services and data networking to residential customers, businesses and public-sector entities (“Wireline”); and wireless services for voice and data communications (“Wireless”).
Rogers-Shaw Transaction
On March 15, 2021, the Company announced that it had entered into an arrangement agreement with Rogers, under which Rogers would acquire all of Shaw’s issued and outstanding Class A Participating Shares (“Class A Shares”) and Class B Non-Voting Participating Shares (“Class B Shares”), (collectively, “Shaw Shares”), in a transaction valued at approximately $26 billion, inclusive of approximately $6 billion of assumed Shaw debt (the “Rogers-Shaw Transaction”).
Holders of Shaw Class A Shares and Class B Shares (other than the Shaw Family Living Trust, the controlling shareholder of Shaw, and related persons (collectively the “Shaw Family Shareholders”)) received $40.50 per share in cash. The Shaw Family Shareholders received 60% of the consideration for their shares in the form of Class B Non-Voting Shares of Rogers (the “Rogers Shares”) on the basis of the volume-weighted average trading price for the Rogers Shares for the 10 trading days ending March 12, 2021, and the balance in cash.
The Rogers-Shaw Transaction was implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta). At the special meeting of Shaw shareholders held on May 20, 2021, the Company obtained approval of the plan of arrangement by the holders of Shaw’s Class A Shares and Class B Shares in the manner required by the interim order granted by the Court of King’s Bench of Alberta on April 19, 2021. On May 25, 2021, the Court of King’s Bench of Alberta issued a final order approving the plan of arrangement.
On April 3, 2023, immediately prior to the closing of the Rogers-Shaw Transaction, Shaw completed the sale of all of the outstanding shares of Freedom Mobile Inc. (“Freedom”), a subsidiary of Shaw, to Videotron Ltd. (“Videotron”), a subsidiary of Quebecor Inc. (“Quebecor”) (the “Freedom Transaction”). The Freedom Transaction was affected pursuant to an agreement entered into on August 12, 2022 among Rogers, Shaw, Quebecor, and Videotron, which provided for the sale of all Freedom-branded wireless and Internet customers and all of Freedom's infrastructure, spectrum licences, and retail locations. The purchase price payable by Quebecor to Shaw under this agreement was $2.85 billion as adjusted pursuant to the terms of the divestiture agreement. The Freedom Transaction also included long-term agreements pursuant to which Rogers will provide Quebecor with transport services (including backhaul and backbone) and roaming services. Rogers and Quebecor will also provide each other with customary transition services as are necessary to operate Freedom’s business for a reasonable period of time post-closing and to facilitate the separation of Freedom’s business from the other businesses and operations of Shaw and its affiliates. Pursuant to the divestiture agreement, the Shaw Mobile-branded wireless subscribers were not transferred to Videotron and remained with Shaw.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 2. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES |
|---|
Statement of compliance
These condensed interim consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) and in compliance with International Accounting Standard (IAS) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB).
The condensed interim consolidated financial statements of the Company for the three and six months ended February 28, 2023 were authorized for issue by Rogers management on April 27, 2023.
Basis of presentation
These condensed interim consolidated financial statements have been prepared primarily under the historical cost convention except as detailed in the significant accounting policies disclosed in the Company’s consolidated financial statements for the year ended August 31, 2022 and are expressed in millions of Canadian dollars unless otherwise indicated. The condensed interim consolidated statements of income are presented using the nature classification for expenses.
The notes presented in these condensed interim consolidated financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and are not fully inclusive of all matters required to be disclosed by IFRS in the Company’s annual consolidated financial statements. As a result, these condensed interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2022.
The condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 3. | BUSINESS SEGMENT INFORMATION |
|---|
The Company’s chief operating decision makers for the periods covered by these interim financial statements were the Executive Chair & Chief Executive Officer, the President, and the Executive Vice President, Chief Financial & Corporate Development Officer of Shaw and they reviewed the operating performance of the Company by segments, which were comprised of Wireline and Wireless. These chief operating decision makers historically utilized adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”) for each segment as a key measure in making operating decisions and assessing performance.
The Wireline segment provides Cable telecommunications services including Video, Internet, WiFi, Phone, Satellite Video and data networking through a national fibre-optic backbone network to Canadian consumers, North American businesses and public-sector entities. The Wireless segment provides wireless services for voice and data communications serving customers in Ontario, British Columbia and Alberta through Freedom Mobile and in British Columbia and Alberta through Shaw Mobile.
Both of the Company’s reportable segments are substantially located in Canada. Information on operations by segment is as follows:
Operating information
| Three months ended February 28, | Six months ended February 28, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenue | ||||||||||||
| Wireline | 1,018 | 1,040 | 2,045 | 2,097 | ||||||||
| Wireless | 326 | 323 | 671 | 655 | ||||||||
| 1,344 | 1,363 | 2,716 | 2,752 | |||||||||
| Intersegment eliminations | (4 | ) | (4 | ) | (7 | ) | (7 | ) | ||||
| 1,340 | 1,359 | 2,709 | 2,745 | |||||||||
| Adjusted EBITDA^(1)^ | ||||||||||||
| Wireline | 494 | 509 | 990 | 1,033 | ||||||||
| Wireless | 126 | 123 | 248 | 232 | ||||||||
| 620 | 632 | 1,238 | 1,265 | |||||||||
| Amortization | (318 | ) | (305 | ) | (629 | ) | (605 | ) | ||||
| Operating income | 302 | 327 | 609 | 660 | ||||||||
| Current taxes | ||||||||||||
| Operating | 50 | 84 | 106 | 174 | ||||||||
| Other/non-operating | (4 | ) | (1 | ) | (9 | ) | (1 | ) | ||||
| 46 | 83 | 97 | 173 | |||||||||
| (1) | Adjusted EBITDA does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers; the Company defines adjusted EBITDA as revenues less<br> operating, general and administrative expenses. | |||||||||||
| --- | --- |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| Capital expenditures | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended February 28, | Six months ended February 28, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Capital expenditures accrual basis | ||||||||||||
| Wireline | 228 | 214 | 497 | 400 | ||||||||
| Wireless | 31 | 30 | 60 | 69 | ||||||||
| 259 | 244 | 557 | 469 | |||||||||
| Equipment costs (net of revenue) | ||||||||||||
| Wireline | 5 | 5 | 10 | 9 | ||||||||
| Capital expenditures and equipment costs (net) | ||||||||||||
| Wireline | 233 | 219 | 507 | 409 | ||||||||
| Wireless | 31 | 30 | 60 | 69 | ||||||||
| 264 | 249 | 567 | 478 | |||||||||
| Reconciliation to Consolidated Statements of Cash Flows | ||||||||||||
| Additions to property, plant and equipment | 278 | 208 | 544 | 415 | ||||||||
| Additions to equipment costs (net) | 5 | 4 | 10 | 8 | ||||||||
| Additions to other intangibles | 42 | 46 | 73 | 86 | ||||||||
| Total of capital expenditures and equipment costs (net) per<br><br> <br>Consolidated Statements of Cash Flows | 325 | 258 | 627 | 509 | ||||||||
| Increase/(decrease) in working capital and other liabilities related to capital expenditures | (59 | ) | (6 | ) | (55 | ) | (27 | ) | ||||
| Increase/(decrease) in working capital and other liabilities related to ARO | - | - | - | - | ||||||||
| Less: Proceeds on disposal of property, plant and equipment | (2 | ) | (3 | ) | (5 | ) | (4 | ) | ||||
| Total capital expenditures and equipment costs (net) reported<br><br> <br>by segments | 264 | 249 | 567 | 478 | ||||||||
| 4. | OTHER CURRENT ASSETS | |||||||||||
| --- | --- | |||||||||||
| February 28, 2023 | August 31, 2022 | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Prepaid expenses | 117 | 113 | ||||||||||
| Costs incurred to obtain or fulfill a contract with a customer^(1)^ | 68 | 66 | ||||||||||
| Wireless handset receivables^(2)^ | 177 | 176 | ||||||||||
| Current portion of derivatives | 9 | 5 | ||||||||||
| 371 | 360 | |||||||||||
| (1) | Costs incurred to obtain or fulfill a contract with a customer are capitalized and subsequently amortized as an expense over the average life of a customer. | |||||||||||
| --- | --- | |||||||||||
| (2) | As described in the revenue and expenses accounting policy detailed in the significant accounting policies disclosed in the Company’s consolidated financial statements for the year ended August 31, 2022, these amounts<br> relate to the current portion of wireless handset receivables. | |||||||||||
| --- | --- |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 5. | INVESTMENTS AND OTHER ASSETS | |||
|---|---|---|---|---|
| February 28, 2023 | August 31, 2022 | |||
| --- | --- | --- | --- | --- |
| Investments in private entities | 68 | 71 | ||
| 6. | OTHER LONG-TERM ASSETS | |||
| --- | --- | |||
| February 28, 2023 | August 31, 2022 | |||
| --- | --- | --- | --- | --- |
| Equipment costs subject to a deferred revenue arrangement | 34 | 28 | ||
| Long-term Wireless handset receivables | 106 | 76 | ||
| Costs incurred to obtain or fulfill a contract with a customer | 36 | 37 | ||
| Credit facility arrangement fees | 2 | 2 | ||
| Net pension assets | 39 | 34 | ||
| Derivative assets | 3 | - | ||
| Other | 31 | 31 | ||
| 251 | 208 |
7. INTANGIBLES AND GOODWILL
Impairment testing of indefinite-life intangibles and goodwill
The Company performs its annual impairment test on goodwill and indefinite-life intangibles as at August 31 each year. As at February 28, 2023, there were no significant changes to the assets and liabilities making up the CGUs since the last test performed as at August 31, 2022 and any changes in economic conditions for the Cable and Wireless CGUs do not represent events or changes in circumstance that would be indicative of impairment at February 28, 2023.
With respect to the Satellite CGU, on August 5, 2022, Telesat announced that Anik F2 was experiencing technical anomalies that could result in declining functionality beginning at the end of 2022. These developments will affect Shaw customers differently depending on the size of the satellite dishes they use and their geographic location. Since August of 2022, Shaw has been actively mitigating the potential impact by accelerating capital and customer hardware upgrades to ensure continuity of service to both Shaw Direct customers and customers of Shaw Broadcast Services. In February 2023, Telesat cautioned Shaw management that the technical anomalies could result in service degradation sooner than previously expected. As a result, Shaw updated its mitigation plans in February and March of 2023 which now include further acceleration of hardware upgrades. Previous estimates of the associated costs and revenue impact have also been updated. As a result of these developments in the second quarter of fiscal 2023, Shaw tested its Satellite CGU for impairment as at February 28, 2023 and recorded a pre-tax impairment of $90 million, including $77 million allocated to indefinite-life intangible assets for broadcast licenses and $13 million allocated to right-of-use assets related to the transponder leases.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
Significant estimates inherent to this analysis include the discount rate and the terminal value. As at February 28, 2023 for Satellite, the estimates that have been utilized in the impairment test reflect any changes in market conditions and are as follows:
| Terminal value | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Post-tax<br><br> <br>discount rate | Terminal<br><br> <br>growth rate | Terminal adjusted<br><br> <br>EBITDA multiple | |||||||
| Satellite | 8.0 | % | -8.3 | % | 6.1 | x |
A sensitivity analysis of significant estimates is conducted as part of every impairment test. With respect to the impairment test performed for satellite in the quarter, the estimated decline in recoverable amount for the sensitivity of significant estimates was as follows:
| Estimated decline in recoverable amount | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Terminal value | |||||||||
| 1% increase in<br><br> <br>discount rate | 1% decrease in<br><br> <br>terminal growth rate | 0.5 times decrease in<br><br> <br>terminal adjusted<br><br> <br>EBITDA multiple | |||||||
| Satellite | 5.7 | % | 4.0 | % | 4.5 | % | |||
| 8. | LEASE LIABILITIES | ||||||||
| --- | --- |
Below is a summary of the activity related to the Company’s lease liabilities.
| August 31, 2022 | 1,130 | |
|---|---|---|
| Net additions | 2 | |
| Interest on lease liabilities | (20 | ) |
| Interest payments on lease liabilities | 20 | |
| Principal payments of lease liabilities | (59 | ) |
| Balance as at February 28, 2023 | 1,073 | |
| Current | 113 | |
| Long-term | 1,017 | |
| Balance as at August 31, 2022 | 1,130 | |
| Current | 112 | |
| Long-term | 961 | |
| Balance as at February 28, 2023 | 1,073 |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 9. | SHORT-TERM BORROWINGS |
|---|
A summary of our accounts receivable securitization program is as follows:
| Three months ended February 28, | Six months ended February 28, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Accounts receivable securitization program, beginning of period | 200 | 200 | 200 | 200 | ||||
| Accounts receivable securitization program, end of period | 200 | 200 | 200 | 200 | ||||
| February 28, 2023 | August 31, 2022 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| Trade accounts receivable sold to buyer as security | 328 | 321 | ||||||
| Short-term borrowings from buyer | (200 | ) | (200 | ) | ||||
| Over-collateralization | 128 | 121 |
Subsequent to quarter-end, following the amalgamation of the Company with Rogers on April 3, 2023 as described in note 1, on April 5, 2023, Rogers terminated Shaw’s accounts receivable securitization program and the $200 was repaid.
| 10. | PROVISIONS | ||||||
|---|---|---|---|---|---|---|---|
| Asset <br> retirement <br> obligations | Restructuring | Other | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as at August 31, 2022 | |||||||
| Additions | |||||||
| Accretion | |||||||
| Payments | ) | ) | ) | ||||
| Balance as at February 28, 2023 | |||||||
| Current | |||||||
| Long-term | |||||||
| Balance as at August 31, 2022 | |||||||
| Current | |||||||
| Long-term | |||||||
| Balance as at February 28, 2023 |
All values are in US Dollars.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 11. | LONG-TERM DEBT | |||||||
|---|---|---|---|---|---|---|---|---|
| February 28, 2023 | August 31, 2022 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Effective<br><br> <br>interest<br><br> <br>rates | Long-term <br> debt at <br> amortized <br> cost(1) | Adjustment <br> for finance <br> costs (1) | Long-term <br> debt <br> repayable <br> at maturity | Long-term <br> debt at <br> amortized <br> cost(1) | Adjustment <br> for finance <br> costs (1) | Long-term <br> debt <br> repayable <br> at maturity | ||
| % | ||||||||
| Corporate | ||||||||
| Cdn fixed rate senior notes- | ||||||||
| 3.80% due November 2, 2023 | 3.80 | |||||||
| 4.35% due January 31, 2024 | 4.35 | |||||||
| 3.80% due March 1, 2027 | 3.84 | |||||||
| 4.40% due November 2, 2028 | 4.40 | |||||||
| 3.30% due December 10, 2029 | 3.41 | |||||||
| 2.90% due December 9, 2030 | 2.92 | |||||||
| 6.75% due November 9, 2039 | 6.89 | |||||||
| 4.25% due December 9, 2049 | 4.33 | |||||||
| Other | ||||||||
| Burrard Landing Lot 2 Holdings Partnership | Various | |||||||
| Total consolidated debt | ||||||||
| Less current portion^(2)^ | ||||||||
All values are in US Dollars.
| (1) | Long-term debt is presented net of unamortized discounts and finance costs. |
|---|---|
| (2) | Current portion of long-term debt includes amounts due within one year in respect of the senior notes due November 2, 2023, the senior notes due January 31, 2024, and the Burrard Landing loans. |
Interest Expense
| Three months ended February 28, | Six months ended February 28, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||||
| Interest expense – long-term debt | 56 | 55 | 111 | 110 | |||||||
| Interest income – short-term (net) | (4 | ) | - | (8 | ) | (1 | ) | ||||
| Interest on lease liabilities (note 8) | 10 | 10 | 20 | 21 | |||||||
| Interest expense – other | 2 | - | 4 | - | |||||||
| 64 | 65 | 127 | 130 |
Subsequent to the end of the quarter, on the close of the Rogers-Shaw Transaction, Rogers assumed all of Shaw’s obligations under the indenture governing Shaw’s outstanding senior notes with a total principal amount of $4.55 billion as at April 3, 2023. In connection with the Rogers-Shaw Transaction, RCCI provided a guarantee for Shaw’s payment obligations under these senior notes.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 12. | SHARE CAPITAL |
|---|
Changes in share capital during the six months ended February 28, 2023 are as follows:
| Class A Shares | Class B Shares | |||||
|---|---|---|---|---|---|---|
| Number | Number | |||||
| August 31, 2022 | 22,372,064 | 477,175,098 | ||||
| Issued upon stock option plan exercises | - | 576,411 | ||||
| Issued upon restricted share unit exercises | - | 8,174 | ||||
| February 28, 2023 | 22,372,064 | 477,759,683 |
All values are in US Dollars.
Dividend Reinvestment Plan
The Company suspended its dividend reinvestment plan ("DRIP") effective February 13, 2023. Any dividends paid by the Company after this date were received by former DRIP participants in cash (together with all other Shaw shareholders).
| 13. | EARNINGS PER SHARE |
|---|
Earnings per share calculations are as follows:
| Six months ended February 28, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2022 | |||||
| Numerator for basic and diluted earnings per share () | |||||||
| Net income | 107 | 196 | 276 | 392 | |||
| Net income attributable to common shareholders | 107 | 196 | 276 | 392 | |||
| Denominator (millions of shares) | |||||||
| Weighted average number of Class A Shares and Class B Shares for basic earnings per share | 500 | 499 | 500 | 499 | |||
| Effect of dilutive securities (1) | 2 | 2 | 2 | 2 | |||
| Weighted average number of Class A Shares and Class B Shares for diluted earnings per share | 502 | 501 | 502 | 501 | |||
| Earnings per share () | |||||||
| Basic | 0.21 | 0.39 | 0.55 | 0.79 | |||
| Diluted | 0.21 | 0.39 | 0.55 | 0.78 |
All values are in US Dollars.
| ^(1)^ | The earnings per share calculation does not take into consideration the potential dilutive effect of certain stock options since their impact is anti-dilutive. For the three and six months ended February 28, 2023, nil<br> (February 28, 2022 – nil) and nil (February 28, 2022 – nil) options were excluded from the diluted earnings per share calculation, respectively. |
|---|
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 14. | REVENUE |
|---|
Contract assets and liabilities
The table below provides a reconciliation of the significant changes to the current and long-term portion of contract assets and liabilities balances during the year.
| Contract<br><br> <br>Assets | Contract<br><br> <br>Liabilities | |||||
|---|---|---|---|---|---|---|
| Balance as at August 31, 2022 | 86 | 220 | ||||
| Increase in contract assets from revenue recognized during the year | 55 | - | ||||
| Contract assets transferred to trade receivables | (49 | ) | - | |||
| Contract terminations transferred to trade receivables | (9 | ) | - | |||
| Revenue recognized included in contract liabilities at the beginning of the year | - | (206 | ) | |||
| Increase in contract liabilities during the year | - | 206 | ||||
| Balance as at February 28, 2023 | 83 | 220 | ||||
| Contract<br><br> <br>Assets | Contract<br><br> <br>Liabilities | |||||
| Current | 63 | 200 | ||||
| Long-term | 23 | 20 | ||||
| Balance as at August 31, 2022 | 86 | 220 | ||||
| Current | 60 | 196 | ||||
| Long-term | 23 | 24 | ||||
| Balance as at February 28, 2023 | 83 | 220 |
Deferred commission cost assets
The table below provides a summary of the changes in the deferred commission cost assets recognized from the incremental costs incurred to obtain contracts with customers during the six months ended February 28, 2023. We believe these amounts to be recoverable through the revenue earned from the related contracts. The deferred commission cost assets are presented within other current assets (when they will be amortized into net income within twelve months of the date of the financial statements) or other long-term assets.
| August 31, 2022 | 103 | |
|---|---|---|
| Additions to deferred commission cost assets | 42 | |
| Amortization recognized on deferred commission cost assets | (42 | ) |
| Balance as at February 28, 2023 | 103 | |
| Current | 66 | |
| Long-term | 37 | |
| Balance as at August 31, 2022 | 103 | |
| Current | 68 | |
| Long-term | 35 | |
| Balance as at February 28, 2023 | 103 |
Commission costs are amortized over a period ranging from 24 to 36 months.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
Disaggregation of revenue
| Three months ended February 28, | Six months ended February 28, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Services | ||||||||||||
| Wireline - Consumer | 858 | 887 | 1,725 | 1,783 | ||||||||
| Wireline - Business | 160 | 153 | 320 | 314 | ||||||||
| Wireless | 246 | 238 | 499 | 477 | ||||||||
| 1,264 | 1,278 | 2,544 | 2,574 | |||||||||
| Equipment and other | ||||||||||||
| Wireless | 80 | 85 | 172 | 178 | ||||||||
| 80 | 85 | 172 | 178 | |||||||||
| Intersegment eliminations | (4 | ) | (4 | ) | (7 | ) | (7 | ) | ||||
| Total revenue | 1,340 | 1,359 | 2,709 | 2,745 |
Remaining performance obligations
The following table includes revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as at February 28, 2023.
| Within<br><br> <br>1 year | Within<br><br> <br>2 years | Within<br><br> <br>3 years | Within<br><br> <br>4 years | Within<br><br> <br>5 years | Thereafter | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Wireline | 1,703 | 713 | 168 | 86 | 29 | 3 | 2,702 | |||||||
| Wireless | 313 | 110 | - | - | - | - | 423 | |||||||
| Total | 2,016 | 823 | 168 | 86 | 29 | 3 | 3,125 |
When estimating minimum transaction prices allocated to the remaining unfilled, or partially unfulfilled, performance obligations, Shaw applied the practical expedient to not disclose information about remaining performance obligations that have original expected duration of one year or less and for those contracts where we bill the same value as that which is transferred to the customer. The estimated amounts disclosed are based upon contractual terms and maturities. Revenues recognized based on actual minimum transaction price, and the timing thereof, will differ from these estimates due to the frequency with which the actual durations of contracts with customers do not match their contractual maturities.
| 15. | OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES AND RESTRUCTURING COSTS | |||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended February 28, | Six months ended February 28, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||
| Employee salaries and benefits | 163 | 170 | 328 | 334 | ||||
| Purchase of goods and services | 557 | 557 | 1,143 | 1,146 | ||||
| 720 | 727 | 1,471 | 1,480 |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 16. | OTHER GAINS (LOSSES) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended February 28, | Six months ended February 28, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Gain on disposal of fixed assets | 2 | 2 | 4 | 2 | ||||||||
| Transaction costs ^(1)^ | (12 | ) | (3 | ) | (32 | ) | (5 | ) | ||||
| Other^(2)^ | – | (4 | ) | 2 | (6 | ) | ||||||
| (10 | ) | (5 | ) | (26 | ) | (9 | ) | |||||
| ^(1)^ | The Company has incurred a number of transaction-related advisory, legal, financial, and other professional fees in connection with the Rogers-Shaw Transaction. As these costs do not relate to ongoing operations, they<br> have been classified as non-operating expenses. Please refer to Note 1 for further details on the Transaction. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | Other gains (losses) generally includes realized and unrealized foreign exchange gains and losses on US dollar denominated current assets and liabilities, unrealized changes in the forward element of virtual power<br> purchase agreements, and the Company’s share of the operations of Burrard Landing Lot 2 Holdings Partnership. | |||||||||||
| --- | --- | |||||||||||
| 17. | OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||||
| --- | --- |
Components of other comprehensive income and the related income tax effects for the three months ended February 28, 2023 are as follows:
| Amount | Income taxes | Net | ||||||
|---|---|---|---|---|---|---|---|---|
| Items that may subsequently be reclassified to income | ||||||||
| Change in unrealized fair value of derivatives designated as cash flow hedges | 3 | (2 | ) | 1 | ||||
| Adjustment for hedged items recognized in the period | (1 | ) | 1 | - | ||||
| 2 | (1 | ) | 1 | |||||
| Items that will not be subsequently reclassified to income | ||||||||
| Remeasurements on employee benefit plans | 1 | - | 1 | |||||
| 3 | (1 | ) | 2 |
Components of other comprehensive income and the related income tax effects for the six months ended February 28, 2023 are as follows:
| Amount | Income taxes | Net | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Items that may subsequently be reclassified to income | |||||||||
| Change in unrealized fair value of derivatives designated as cash flow hedges | 5 | (2 | ) | 3 | |||||
| Adjustment for hedged items recognized in the period | (2 | ) | 1 | (1 | ) | ||||
| 3 | (1 | ) | 2 | ||||||
| Items that will not be subsequently reclassified to income | |||||||||
| Remeasurements on employee benefit plans | 4 | (1 | ) | 3 | |||||
| 7 | (2 | ) | 5 |
Components of other comprehensive income and the related income tax effects for the three months ended February 28, 2022 are as follows:
| Amount | Income taxes | Net | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Items that may subsequently be reclassified to income | |||||||||
| Change in unrealized fair value of derivatives designated as cash flow hedges | (2 | ) | 1 | (1 | ) | ||||
| Adjustment for hedged items recognized in the period | - | - | |||||||
| (2 | ) | 1 | (1 | ) | |||||
| Items that will not be subsequently reclassified to income | |||||||||
| Remeasurements on employee benefit plans | 26 | (7 | ) | 19 | |||||
| 24 | (6 | ) | 18 |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
Components of other comprehensive income and the related income tax effects for the six months ended February 28, 2022 are as follows:
| Amount | Income taxes | Net | |||||
|---|---|---|---|---|---|---|---|
| Items that may subsequently be reclassified to income | |||||||
| Change in unrealized fair value of derivatives designated as cash flow hedges | 1 | - | 1 | ||||
| Adjustment for hedged items recognized in the period | 1 | - | 1 | ||||
| 2 | - | 2 | |||||
| Items that will not be subsequently reclassified to income | |||||||
| Remeasurements on employee benefit plans | 42 | (11 | ) | 31 | |||
| 44 | (11 | ) | 33 |
Accumulated other comprehensive loss is comprised of the following:
| February 28, 2023 | August 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Items that may subsequently be reclassified to income | ||||||
| Change in unrealized fair value of derivatives designated as cash flow hedges | 5 | 3 | ||||
| Items that will not be subsequently reclassified to income | ||||||
| Remeasurements on employee benefit plans | (7 | ) | (10 | ) | ||
| (2 | ) | (7 | ) | |||
| 18. | CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
| --- | --- |
(i) Funds flow from operations
| Three months ended February 28, | Six months ended February 28, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income from operations | 107 | 196 | 276 | 392 | ||||||||
| Adjustments to reconcile net income to funds flow from operations: | ||||||||||||
| Amortization | 317 | 305 | 629 | 606 | ||||||||
| Deferred income tax expense (recovery) | (14 | ) | (22 | ) | (7 | ) | (45 | ) | ||||
| Share-based compensation | - | 1 | - | 1 | ||||||||
| Defined benefit pension plans | 2 | 2 | 4 | 5 | ||||||||
| Net change in contract asset balances | 1 | 12 | 1 | 25 | ||||||||
| Impairment of assets | 90 | - | 90 | - | ||||||||
| Fair value adjustments for private investments | 3 | - | 3 | - | ||||||||
| Other | (4 | ) | 2 | (7 | ) | 3 | ||||||
| Funds flow from operations | 502 | 496 | 989 | 987 |
(ii) Interest and income taxes paid and interest received and classified as operating activities are as follows:
| Three months ended February 28, | Six months ended February 28, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Interest paid | 32 | 34 | 108 | 112 | ||||
| Income taxes paid (net of refunds) | 44 | 43 | 151 | 97 | ||||
| Interest received | 3 | - | 7 | 1 |
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
| 19. | FINANCIAL INSTRUMENTS |
|---|
Fair value
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The fair value of financial instruments has been determined as follows:
(i) Current assets and current liabilities
The fair value of financial instruments included in current assets and current liabilities approximates their carrying value due to their short-term nature.
(ii) Investments and other assets and other long-term assets
The fair value of publicly traded investments is determined by quoted market prices. Investments in private entities which do not have quoted market prices in an active market and whose fair value cannot be readily measured are carried at approximate fair value. No published market exists for such investments. These equity investments have been made as they are considered to have the potential to provide future benefit to the Company and accordingly, the Company has no current intention to dispose of these investments in the near term. The fair value of long-term receivables approximates their carrying value as they are recorded at the net present values of their future cash flows, using an appropriate discount rate.
(iii) Long-term debt
The carrying value of long-term debt is at amortized cost based on the initial fair value as determined at the time of issuance or at the time of a business acquisition. The fair value of publicly traded notes is based upon current trading values. The carrying value of bank credit facilities approximates fair value as the debt bears interest at rates that fluctuate with market values. Other notes and debentures are valued based upon current trading values for similar instruments.
The carrying value and estimated fair value of long-term debt are as follows:
| February 28, 2023 | August 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| Carrying<br><br> <br>value | Estimated<br><br> <br>fair value | Carrying<br><br> <br>value | Estimated<br><br> <br>fair value | |||||
| Liabilities | ||||||||
| Long-term debt (including current portion)^(1)^ | 4,554 | 4,493 | 4,553 | 4,470 | ||||
| ^(1)^ | Level 2 fair value – determined by valuation techniques using inputs based on observable market data, either directly or indirectly, other than quoted prices. | |||||||
| --- | --- |
(iv) Derivative financial instruments
The fair value of US currency forward purchase contracts is determined by an estimated credit-adjusted mark-to-market valuation using observable forward exchange rates at the end of reporting periods and contract forward rates.
Currency risk
Certain of the Company’s capital expenditures and operating costs are incurred in US dollars, while its revenue is primarily denominated in Canadian dollars. Decreases in the value of the Canadian dollar relative to the US dollar could have an adverse effect on the Company’s cash flows. To mitigate some of the uncertainty in respect to capital expenditures and operating costs, the Company regularly enters into forward contracts in respect of US dollar commitments. At February 28, 2023, the Company had forward contracts to purchase US $216 over a period of 12 months commencing March 2023 at an average exchange rate of 1.3240 Cdn in respect of US dollar commitments.
Shaw Communications Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
February 28, 2023 and February 28, 2022
[all amounts in millions of Canadian dollars, except share and per share amounts]
20. SUBSEQUENT EVENT
Subsequent to quarter-end, and as described in note 1, on April 3, 2023, the Freedom Transaction closed. As a result of the closure of the Freedom Transaction, the Company divested its wireless business to Videotron for $2.85 billion. In exchange for 100% of the shares of Freedom, the Company received net $2.17 billion in cash and Videotron assumed certain debts of Freedom, primarily related to lease obligations. The total consideration paid is subject to certain post-closing adjustments. In conjunction with the closing of the Freedom Transaction, the Company retained certain assets, including the Shaw Mobile wireless subscribers and other assets and liabilities related to the Shaw Mobile brand. Subsequent to the closing of the Freedom Transaction, the Rogers-Shaw Transaction closed, also as described in note 1.