Summary

• In last 50 years Shaw Communications expanded into a leading Canadian company built on innovation, offering Freedom, Shaw Mobile and many other products and services.
• In its Wireline business, Shaw has focused on enhancing its Fibre+ network and the in-home WiFi experience with Gig WiFi.
• Shaw’s residential Internet service offering to consumers with a choice of download speeds ranging from up to 10 megabits-per-second (Mbps) to up to 1.5 Gbps.
• The company's scalable, symmetrical fibre Internet solutions offer download speeds that range from up to 10 Mbps to more than 10 Gbps.
• In April 2021, the Company deployed its next generation Fibre+ Gateway 2.0 modem, powered by Comcast, which, as the first WiFi 6-certified modem in Canada

Company Overview

For more than 50 years, Shaw (NYSE:SJR, TSX:SJR.B) has provided value and choice to Canadians. From early milestones,

Shaw Communications expanded into a leading Canadian company built on innovation, offering Freedom, Shaw Mobile and many other products and services. Today’s company of more than 9,000 employees continues to innovate and transform how the company think about connectivity in the 21st century. In doing so, the company help facilitate better choices and brighter tomorrows for millions of Canadians.¹

The company's mission is to brighten the future for Canadians with industry-leading Internet, Mobile, Television, Satellite and Business connectivity solutions. The company's engaged team of employees delivers this through excellent customer service, improving the lives of its customers and communities.

Products & Services

• Shaw - Internet, TV and Mobile. Connecting residential homes and individuals across Canada.
• Shaw Direct - Shining a light on a whole world of entertainment, as one of Canada’s leading licensed satellite video service providers.
• Shaw Business - Partnering with Canadian entrepreneurs, from coffee shops to international corporations, helping them grow and stay connected.
• Freedom Mobile - Providing a sense of freedom with a wireless solution that delivers excellent value to Canadians.

Business Segments

Wireline

In its Wireline business, Shaw has focused on enhancing its Fibre+ network and the in-home WiFi experience with Gig WiFi. In fiscal 2021, the company continued to streamline and simplify manual processes that improve the customer experience and day-to-day operations for its employees, while still providing the necessary in-person engagements to support the customer experience.²

In fiscal 2021, its focus remained on profitable growth and stable Wireline results. This included growth in higher quality Internet subscribers and improving overall customer account profitability by attracting and retaining higher value households with its 2-year ValuePlans for those who want faster Internet with a better customer experience in addition to Video and Wireless services. Through its introduction of Shaw Mobile and the bundling opportunities it provides, in fiscal 2021, more customers migrated to its higher tier Fibre+ Internet offerings which resulted in lower Internet churn.

Consumer Services

The company provide broadband Internet, Shaw Go WiFi, Video and Phone services to customers connected to its local and regional Fibre+ network in British Columbia, Alberta, Saskatchewan, Manitoba and northern Ontario. The company provide satellite Video services through Shaw Direct to customers across Canada

Internet

Shaw’s residential Internet service offering to consumers with a choice of download speeds ranging from up to 10 megabits-per-second (Mbps) to up to 1.5 Gbps.

In fiscal 2021, the company continued to make investments in its Shaw Fibre+ network to meet the unprecedented demands for Internet access from its customers in fiscal 2021. The company also introduced new services that respond to these rapidly evolving demands, while also aligning with its focus on profitable growth and stability.

In November 2020, the Company announced the launch of Fibre+ Gig 1.5 – a new Internet plan designed to provide gamers, streamers and other heavy data users with the speed and bandwidth they need for the many connected devices and data-heavy applications they use every day at home.

For its customers with harder to reach areas in their homes, Shaw’s Fibre+ WiFi Pods create a mesh WiFi network to improve the overall customer experience. In September 2020, the Company introduced its next generation Fibre+ WiFi Pods to customers in Manitoba and Ontario, and to all customers in its Wireline operating footprint in December 2020. The new Pods are faster and have more range than the first generation which allows the Fibre+ Gateway modem to provide even more consistent WiFi coverage throughout the home by reducing WiFi dead spots.

In April 2021, the Company deployed its next generation Fibre+ Gateway 2.0 modem, powered by Comcast, which, as the first WiFi 6-certified modem in Canada, paved the way for the launch of Shaw Gig WiFi to most of its major markets in western Canada. Shaw Gig WiFi delivers WiFi download speeds across multiple devices of up to 1 Gbps, with reduced latency and a more consistent WiFi signal for its customers to connect all their devices at home. The Fibre+ Gateway 2.0 modem also includes a 2.5 Gbps port and can enable speeds beyond 1 Gbps to a wired device and/or multiple wireless devices in aggregate.

With over 3.6 million devices authenticated on its network and over 110,000 public access points covering locations from British Columbia to Ontario, the company continue to see growth in usage of its Shaw Go WiFi network for Shaw Internet and Wireless customers. As an added value proposition, Wireless customers have access to over 950,000 additional “hotspots” by way of its Home Hotspot deployment.

Video

The company's Wireline Video services offer a wide selection of standard definition (SD) and high definition (HD) television channels with access to a large selection of on-demand titles, including both free and paid movies, television shows, and music content.

The company's Video customers can choose pre-selected packages with the most popular channels or start with a basic primary package and then add additional channels from a variety of sports, family, and other theme specialty packages, as well as individual channels offered on a channel-by-channel basis.

Leveraging its strategic partnership with Comcast, in fiscal 2021, the company completed the deployment of its all-IP Video services, which are now available across 99.5% of its western Canadian Wireline operating footprint. The company also continued to add new over-the-top (OTT) apps, including StingRay Music, Hayu, and Fite TV.

The company's customers also have access to the BlueCurve TV app, which is free for all Shaw Video (Cable and Shaw Direct) customers and makes their TV subscription available over the Internet and on mobile devices. This includes access to live TV, video-on-demand, up to 200 hours of a customer’s personal video recordings (PVR) from the cloud, and the ability to download any recordings to take on the go. In fiscal 2021, the company enhanced Shaw TV by enabling customers to cast content from the BlueCurve TV app to their Chromecastenabled devices.

Phone

The company's Phone service offers a full-featured residential digital telephone service through its wireline network as a complement to its broadband Internet and Video services.

Broadcast Services

Shaw Broadcast Services utilizes its satellite network to provide distribution of English, French, third-language, Canadian, US, and International television and radio programming services to hundreds of multichannel operators.

Wholesale Wireline Network Services

Using its national and regional access wireline networks, the company provide services to Internet service providers (ISPs), other communications companies, broadcasters, governments, and other businesses and organizations that require end-to-end Internet and data connectivity in Canada and the United States. The company also engage in public and private peering arrangements with high-speed connections to major North American, European, and Asian networks and other tier-one backbone carriers. All service solutions are sold on 1, 3, or 5-year contract terms and pricing is negotiated based on the specific solution provided to the customer.

Satellite Services

Shaw Direct connects families across Canada with video and audio programming by satellite. Shaw Direct customers have access to over 370 digital video channels (including over 350 HD channels) and thousands of on-demand, pay-per-view (PPV) and subscription movie and television titles. In May 2020, the Company completed network upgrades which provided the ability for it to deliver English and French services in HD where available.

The company's satellite customers are offered flexibility with each of its current primary TV packages, which include a base set of channels and tiered customization options depending on the size of the TV package. Shaw Direct customers can further customize their TV packages by adding additional theme packs, premium packages, and individual channels.

Shaw Direct is one of two licensed satellite Video services currently available across Canada. While Shaw Direct has many customers in urban centres, market penetration for satellite Video is generally stronger in rural areas. The service is marketed through Shaw Direct and a nationwide distribution network of third-party retailers.

During fiscal 2021, Anik F1R reached the end of its serviceable life and was decommissioned. The Company consolidated all Shaw Direct services onto two satellites, Anik G1 and Anik F2. Additional capacity was secured on Anik F3 to support C-band distribution provided by Shaw Broadcast Services.

Business Services

Shaw Business provides connectivity solutions to business customers of all sizes, from home offices to medium and large-scale enterprises, by leveraging its business grade Fibre+ and fibre-to-the-premise (FTTP) networks.

Fibre Internet

The company's scalable, symmetrical fibre Internet solutions offer download speeds that range from up to 10 Mbps to more than 10 Gbps.

Business Internet

Shaw Business customers can choose from four packages with download speeds ranging from up to 75 Mbps to up to 1.5 Gbps. Each package comes with unlimited data usage as well as one dynamic and one static IP address.

In fiscal 2021, the company announced the launch of a new 1.5 Gbps speed tier designed to give businesses of all sizes the speeds and bandwidth they need to use the data-heavy applications and cloud services required to manage and grow their operations. This new speed tier allows both new and existing customers to access download speeds up to 1.5 Gbps through one of two plans – Business Internet Gig 1.5 and SmartWiFi Gig 1.5.

Data Connectivity

Shaw Business provides secure private connectivity for business customers operating at multiple locations or connecting branch locations to a head office. The company's Ethernet over DOCSIS (EoD) data service offers its customers symmetrical data speeds of up to 100 Mbps.

Voice Solutions

Shaw Business offers voice solutions from traditional analog to digital Business Phone and robust, fully-managed voice systems with unified communications functionality.

In addition to competitive long-distance rates across the globe and month-to-month uncontracted rates, Shaw Business Phone customers have 2, 3, and 5-year contract options to provide cost consistency for their business.

Video

Shaw Business provides Video and audio services for public viewing. Similar to its Consumer Video service, Business cable and satellite customers can choose from a selection of primary channel packages and may add from a variety of sports, family, and other theme specialty packages, and a number of individual channels that the company offer on a channel-by-channel basis

In February 2021, Shaw Business launched Community Living WiFi. Similar to its Hotel WiFi Casting product, Community Living WiFi provides a new market, independent senior facilities, with connectivity that allows their residents to cast video content from their personal devices to the television in their suite. This property management solution streamlines the guest authentication experience and is an entirely cloud-based solution that gives property owners the ability to monitor usage and network status.

Broadcast Video

Shaw Business delivers high-quality Video to service providers across North America in real time.

Smart Suite Services

Shaw Business collaborates with global scale technology leaders to offer its “Smart” suite of managed business communications solutions. The Smart suite of services provides cost-effective enterprise grade managed IT and communications solutions for businesses of all sizes

The Smart suite of services includes:

• SmartVoice
• SmartWiF
• Smart Remote Office
• SmartSecurity
• SmartSurveillance
• SmartTarget
• Software Defined Wide Area Network
• Session Initiation Protocol (SIP) Trunking

Financial Highlights

For the year ended August 31, 2021 Consolidated revenue increased 1.9% year-over-year to $5.51 billion and adjusted EBITDA increased 4.6% year-over-year to $2.50 billion. Fiscal 2021 results include incremental Wireline Consumer revenue of approximately $20 million related to the release of a provision following the CRTC decision on final aggregated TPIA rates and higher equity-based compensation costs of approximately $24 million due to the significant increase in Shaw’s share price in connection with the Transaction announcement on March 15, 2021. In addition, fiscal 2021 adjusted EBITDA results include a reduction in bad debt expense compared to the prior periods of approximately $28 million for the year as COVID-19 did not have a significant impact on its customers’ ability to pay their bills as expected, combined with an increased focus on collecting aged receivables.

Consolidated revenue of $5.51 billion for fiscal 2021 improved 1.9% over $5.41 billion for fiscal 2020. Revenue improved primarily due to the Wireless division contributing revenues of $1,272 million in fiscal 2021 as compared to $1,166 million in the prior year. The year-over-year improvement in Wireless revenue of $106 million, or 9.1%, reflects higher service revenues of $76 million due to an increased subscriber base, including significant Shaw Mobile additions, along with an increase in equipment revenues of $30 million. Wireline division revenues of $4,249 million in fiscal 2021 were essentially flat compared to $4,250 million in the prior year. Business division revenues increased $17 million, or 3.0%, mainly due to Internet revenue growth and continued demand for the Smart suite of products, despite the challenging circumstances due to impacts of COVID-19 and considering the majority of Shaw Business revenue comes from the small to medium sized business sector. These increases were fully offset by the Consumer division as revenues decreased $18 million, or 0.5%, compared to fiscal 2020 as the incremental $20 million in revenue related to the third quarter release of a provision following the CRTC decision on the final aggregated TPIA rates that date back to August 2019 and growth in Internet revenue were fully offset by declines in Video, Satellite, and Phone subscribers and revenue

Adjusted EBITDA of $2,500 million for the twelve-month period improved 4.6% compared to $2,391 million for fiscal 2020. The improvement was primarily due to the Wireless division contributing $393 million over the twelve-month period as compared to $337 million in fiscal 2020 while the Wireline division contributed $2,107 million over the twelvemonth period as compared to $2,054 million in fiscal 2020. The Wireless increase of $56 million, or 16.6%, over the comparable period primarily reflects an increase in service revenues, improved equipment margins, and a $15 million decrease in bad debt expense, partially offset by additional costs in connection with the expansion of the Shaw retail footprint in the current year. Wireline adjusted EBITDA of $2,107 million for fiscal 2021 increased 2.6%, resulting in a Wireline operating margin of 49.6%, an improvement of 130-basis points over fiscal 2020. The increase primarily reflects the impact of decreased operating costs, including a $13 million decrease in bad debt expense, partially offset by a decrease in Consumer revenue and an increase in equitybased compensation costs.

Interest expense for the year ended August 31, 2021 decreased over the comparable periods and primarily reflects the impact of a $35 million reduction of tax related interest expense resulting from a revision of liabilities for uncertain tax positions that became statute barred in the year as well as lower average outstanding debt balances in the period and the decrease in the weighted average interest rate.

Other generally includes realized and unrealized foreign exchange gains and losses on US dollar denominated current assets and liabilities as well as the Company’s share of the operations of Burrard Landing Lot 2 Holdings Partnership. In the second quarter of fiscal 2021, the Company recorded a $27 million fair value gain on private investments while in the third and fourth quarters of fiscal 2021, the Company recorded $18 million and $5 million, respectively, in Transaction-related advisory, legal, financial, and other professional costs.

Income taxes are lower in fiscal 2021 compared to fiscal 2020 mainly due to a $125 million revision to liabilities for uncertain tax positions that became statute barred in 2021 as well as the recognition of a $78 million tax benefit associated with previously unrecognized tax losses in the fourth quarter of 2021 driven by management’s expectations that sufficient future taxable profit will be available to fully utilize such losses, offset by the effect of higher pre-tax income.

Net income was $986 million in 2021 compared to $688 million in 2020. Net other costs and revenues had a $14 million favourable impact on net income primarily due to the impact of a $27 million fair value gain on private investments recorded in the current year and a $17 million debt redemption penalty in fiscal 2020, partially offset by $23 million in Transaction-related advisory, legal, financial, and other professional costs and higher foreign exchange losses in fiscal 2021.

First Quarter Fiscal 2022 Results

January 12, 2022; Shaw Communications Inc. announces consolidated financial and operating results for the quarter ended November 30, 2021. On a year-over-year basis, consolidated revenue increased by 1.2% to $1.39 billion, adjusted EBITDA increased 4.3% to $633 million and net income increased 20.2% to $196 million.³

“Since the beginning of the COVID-19 pandemic and continuing today, strong and reliable connectivity plays a critical role in the lives of its customers, its economy and its recovery. The company remain committed to delivering exceptional customer experiences, investing in the strength of its networks and continued focus on execution of its strategic business priorities. The company's combination with Rogers will do more for the future prosperity of Canada than either company could achieve on its own. Together, Rogers and Shaw can build a national next-generation network that will offer robust and effective competition over the long-term, and bridge Canada’s digital divide benefiting rural, remote and indigenous communities. The resources and network of the combined company will help accelerate Canada’s digital economy and stimulate greater economic diversification in Western Canada. The company recognize that the company can do so much more by coming together and reiterate its continued commitment to work with Rogers to close the transaction while delivering the benefits that the combined entity will provide Canadians,” said Brad Shaw, Executive Chair & Chief Executive Officer.

In the first quarter, the Company added approximately 55,600 new Wireless customers. Postpaid net additions of approximately 36,100 in the quarter were driven by the continued momentum of Shaw Mobile. Wireless service revenue grew 11.2% due to continued subscriber growth, partially offset by lower ARPU as the Company continues to scale its lower revenue Shaw Mobile customer base. First quarter Wireless ARPU decreased 3.4% from the prior year period to $36.95; however, an increase in customers signing up for bundled offerings and Internet migration to faster speed tiers continues to support Internet revenue growth. Wireless postpaid churn of 1.70% improved approximately 11-basis points from the first quarter of fiscal 2021.

Consumer Wireline RGU losses of approximately 76,200 improved over the prior year period, led by positive Internet additions as customers continue to bundle their Internet and Wireless service together. First quarter Wireline revenue was in-line with the prior year at $1.06 billion and Wireline adjusted EBITDA decreased 1.5% year-over-year to $524 million.

First quarter Wireless revenue increased 4.7% to $332 million and adjusted EBITDA of $109 million increased 45.3% year-over-year. Wireless service revenue increased 11.2% to $239 million due to an increased subscriber base, while Wireless equipment revenue decreased 8.8% to $93 million as more consumers took advantage of bring their own device plans. The increase in adjusted EBITDA is mainly due to continued service revenue growth and improved equipment margins as well as the favorable margin impact from lower equipment sales relative to total wireless revenues in the current quarter.

Wireline RGUs declined by approximately 78,100 in the quarter compared to a loss of approximately 100,900 in the first quarter of fiscal 2021. The current quarter was led by a modest gain in Consumer Internet, offset with declines in Video, Satellite and Phone resulting in Consumer RGUs declining by 76,200 in the aggregate. In Business, positive Internet RGUs were offset by declines in Video, Satellite and Phone resulting in Business RGUs declining by approximately 1,900.

First quarter Wireline revenue of $1.06 billion was in-line with the prior year while adjusted EBITDA of $524 million decreased 1.5% year-over-year. Consumer revenue of $896 million decreased 1.6% compared to the prior year as growth in Internet revenue was offset by declines in Video, Satellite and Phone subscribers and revenue. Business revenue of $161 million increased 11.0% year-over-year with Internet revenue growth and continued demand for the Smart suite of products, despite the challenging circumstances due to impacts of COVID-19 and considering the majority of Shaw Business revenue comes from the small to medium sized business sector. First quarter Business revenue included approximately $9 million of revenue related to a financing lease arrangement involving a facility that was designed and built to customer specifications. This item also had a $1 million favourable impact on adjusted EBITDA in the quarter.

Capital expenditures in the first quarter of $229 million compared to $234 million in the prior year. Wireline capital spending increased by approximately $29 million primarily due to higher investments in combined upgrades, enhancements and replacement categories as well as an increase in new housing development. Wireless spending of $39 million decreased by approximately $34 million year-over-year primarily due to lower planned investment in the quarter.

Free cash flow for the quarter of $236 million compared to $225 million in the prior year. The increase was due to higher adjusted EBITDA and lower capital expenditures, partially offset by increased cash taxes.

Net income for the first quarter of fiscal 2022 of $196 million increased $33 million compared to the first quarter of fiscal 2021 primarily as a result of $26 million in incremental adjusted EBITDA as described above, and a $12 million reduction in restructuring charges, partially offset by a $9 million increase in income tax expense.

As at the end of November 30, 2021, the Company’s net debt leverage ratio was 2.2x

Shaw and Rogers Transaction

On March 15, 2021, Shaw announced that it entered into an arrangement agreement (the “Arrangement Agreement”) with Rogers Communications Inc. (“Rogers”), under which Rogers will 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”) in a transaction valued at approximately $26 billion, inclusive of approximately $6 billion of Shaw debt (the “Transaction”). Holders of 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”)) will receive $40.50 per share in cash. The Shaw Family Shareholders will receive 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 Transaction is being 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 Queen’s Bench of Alberta on April 19, 2021. On May 25, 2021, the Court of Queen’s Bench of Alberta issued a final order approving the plan of arrangement.

References

1. ^ https://www.shaw.ca/corporate/about-shaw
2. ^ https://downloads.ctfassets.net/tzb4ihmthaev/2AKjuVekLncLaHEy35jOJZ/0438b6b5aa147ceb15f4027aeaeb9861/SCI_-_F_21_Annual_Report__Filing_version_.pdf
3. ^ https://assets.ctfassets.net/tzb4ihmthaev/68qxtESAFoQe9pc5F0G3JU/0239f004cff13d8080eaa9aec7af819b/SCI_-_Q1_2022_-_Press_Release__MD_A_and_Financials__Filing_version_.pdf