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CORRESP
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    corresp.htm

July 20, 2012

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated June 13, 2012

Form 40-F for the fiscal year ended March 3, 2012

Dear Mr. Spirgel:

This letter is in response to the comment letter, dated June 13, 2012 (the “Letter”), from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Mr. Brian Bidulka, Chief Financial Officer of Research In Motion Limited (the “Company”).  The Company’s responses to the Letter set forth below are keyed to the sequential numbering of the comments and the headings used in the Letter.

As the Staff is aware, the Company is a Canadian “foreign private issuer” within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is eligible to use, and files and furnishes its reports with and to the Commission under, the U.S./Canada Multijurisdictional Disclosure System (the “MJDS”).  As an MJDS filer, the Company is able to use its home country Canadian disclosure documents to satisfy its U.S. continuous disclosure obligations, including its annual reports on Form 40-F, which includes Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in accordance with the requirements of National Instrument 51-102 “Continuous Disclosure Obligations” of the Canadian Securities Administrators (“NI 51-102”) rather than the requirements for MD&A contained in Item 303 of Regulation S-K under the Exchange Act.  The Form 40-F “wrap” around the Company's Canadian Annual Information Form (the “AIF”), MD&A and audited consolidated financial statements also includes the Sections 302 and 906 certifications as well as certain disclosures required by the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules thereunder.

Confidential Treatment Requested by Research In Motion Limited

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In terms of the impact of the MJDS on the review of the Company’s Canadian disclosure documents, the Company understands that, as noted in Sections III(A) and III(F)(1) of the adopting release for the MJDS (SEC Release No. 34-29354) (the “MJDS Release”), review of the Company’s Canadian disclosure documents contained in MJDS filings will generally be undertaken by Canadian securities authorities and generally will be that customary in Canada.  In instances that the Commission reviews Canadian disclosure documents contained in MJDS filings, the Company understands that Section III(I) of the MJDS Release further notes that the Commission, by adopting the MJDS, in essence has adopted as its own requirements the disclosure requirements of the Canadian forms. Finally, the Company also understands that, except in the unusual case where the Staff has reason to believe there is a problem with the filing, the Canadian disclosure documents included in MJDS filings generally will be given a “no review” status by the Commission.

Notwithstanding the foregoing, the Company has reviewed and considered the comments contained in the Letter and thanks the Staff for such comments.  While some of the disclosure requested by the Staff is already contained in the Annual Report on Form 40-F, as noted in the responses below, the Company did review the Staff’s comments and took them into consideration in preparing its MD&A for the first quarter of fiscal 2013, ended June 3, 2012, furnished to the SEC on Form 6-K on July 6, 2012 (the “Q1 MD&A”).

COMMENT:

Exhibit 1.2

Note 6. Intangible assets, net, page 20

1.

Regarding your purchase of the Nortel patents, we note that the majority of the purchase price was allocated to intangible assets. Please tell us the amount and the nature of the account recognized for the balance of the purchase price. Refer to your basis in the accounting literature.

Response:

The Company participated in a successful bid for the Nortel Networks Corporation (“Nortel”) patent portfolio as a part of a consortium of companies. The total price paid by the consortium was approximately $4.5 billion with the Company’s contribution representing approximately $777 million. For accounting purposes, the Company has applied the provisions of Accounting Standards Codification (“ASC”) 805-50 and ASC 740-10 to allocate the total consideration to the multiple elements of the transaction and arrived at the following allocation of the consideration to the various elements:

Confidential Treatment Requested by Research In Motion Limited

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***This portion has been omitted pursuant to a request for confidential treatment with the Securities and Exchange Commission (the “Commission”).  The omitted text has been furnished separately to the Commission.***

The total of $781 million includes transaction related costs which were capitalized along with the consideration paid.

COMMENT:

Exhibit 1.3

Results of Operations – Fiscal 2012 Compared to Fiscal 2011 and Fiscal 2010

Fiscal year ended March 3, 2012 compared to fiscal year ended February 26, 2011

Overview, page 4

2.

Please expand the discussion to address the following comments.

·

Refer to the second sentence in the third paragraph. Disclose your current worldwide market share as compared to the prior year. Discuss how the “bring-your-own device” strategies of your customers impacted your current operations and how it will impact your future operations. In addition, discuss how you plan to address such strategies of your customers. We understand the both Halliburton and the U.S. military have recently decided to use your competitors’ smartphones instead of their Blackberry smartphones.

·

In your earnings call, you discuss your plans to refocus on your enterprise business and to significantly change your services business. Expand your discussion to discuss such plans and their expected impact on your future results of operations. In addition, discuss the impact the availability of Apps has on your operations.

·

Refer to the last sentence in the last paragraph. Discuss in detail how you expect to utilize the Nortel patent portfolio and its expected impact on your future results of operations.

Response:

Market share

The Company has never provided quantitative market share data in its public filings.  Market share data is derived from third parties and can differ among various sources and across various geographies, which can render the data unreliable.  In addition, the Company notes that third party market data is presented based on calendar quarters whereas the Company’s fiscal quarters do not correspond to the calendar year.  The Company’s position in this respect has remained consistent over the years.  In other words, even when the Company’s share of the U.S. smartphone market was reported by third parties to be at its peak, the Company did not disclose such data in its AIF or

Confidential Treatment Requested by Research In Motion Limited

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MD&A.  As required by NI 51-102, the Company’s annual and quarterly MD&A has historically described, and currently describes, management’s analysis of its consolidated financial statements as well as material trends and uncertainties in the Company’s business that could reasonably be expected to have a material effect on its financial condition and results of operations.  Disclosure of market share data is not required by NI 51-102, and the Company believes its disclosures regarding its challenges and opportunities provides shareholders with a meaningful understanding of its results of operations and financial condition and the anticipated material trends and uncertainties as it completes its transition to its next generation BlackBerry 10 platform and smartphones.  For example, please see the three full pages of discussion regarding the Company’s revenue on pages 12-15 of the Q1 MD&A.  The Company does not believe the inclusion of specific market share data derived from third party sources is required under NI 51-102 or necessary.  On the foregoing basis, the Company respectfully advises the Staff that it does not propose to begin including third party market share data as part of its MD&A.

Bring-your-own device

The Company notes that a discussion of the “Bring Your Own Device” (“BYOD”) trend was included in the “Gross Margin” section beginning on page 38 of its MD&A for the fiscal year ended March 3, 2012 (the “2012 MD&A”) and in the “Narrative Description of the Business – Industry Background” section of the Company’s AIF for the fiscal year ended March 3, 2012 (the “2012 AIF”), which, together with the consolidated financial statements for fiscal 2012, formed the basis of the Company’s Annual Report on Form 40-F for fiscal 2012.

In addition, please note that the Company added the following discussion to the “Overview” section in the Q1MD&A:

The wireless communications market has evolved in recent years and there is significant overlap between consumer and enterprise segments. The enterprise market is now characterized by a combination of enterprise-deployed devices and devices that are purchased by consumers but also used in the corporate environment, commonly referred to as “Bring Your Own Device” (“BYOD”). RIM has encountered challenges adapting to the BYOD movement as some information technology (“IT”) departments that previously required employees to use the BlackBerry wireless solution because of its emphasis on security and reliability are permitting employees to choose devices offered by the Company’s competitors, and this has been reflected through a decrease in the Company’s enterprise subscriber growth rate. To address this evolution of the market, RIM has introduced products to provide manageability and scalability solutions including BlackBerry Enterprise Server Express, BlackBerry Mobile Fusion and BlackBerry Balance, which give information technology departments the ability to securely manage BlackBerry devices and other operating system platforms through a single interface and to securely protect corporate data on an employee’s personal smartphone or tablet. RIM expects that the anticipated launch of BlackBerry 10 smartphones in the first

Confidential Treatment Requested by Research In Motion Limited

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quarter of calendar 2013 will strengthen its position in the BYOD enterprise segment and the Company will also continue to seek partnerships that will further enable RIM to have a complete BYOD offering.

Enterprise and services businesses

As noted in the “Cautionary Note Regarding Forward-Looking Statements” section in the forepart of each of the 2012 MD&A and Q1 MD&A, which cross-reference the detailed discussion of the Company’s ability to enhance or develop new products and services as well as competition in the “Risk Factors” section of the 2012 AIF, the wireless communications industry is characterized by increasingly rapid change and subject to intense competition.  The Company is constantly exploring ways that it can enhance its products and services within the competitive landscape in which it operates.  The Company’s enterprise and services businesses will continue to change and evolve and the Company is committed to providing a high level of transparency in this regard.

The Company has addressed the Staff’s comment related to the Company’s refocus on its enterprise business, in part, in the Q1 MD&A through the disclosure referred to in the “Bring-your-own device” response above.

The Company notes that a discussion of its services business and anticipated changes in its services business was included in the “competition” risk factor in the 2012 AIF as well as the “Overview – Sources of Revenue” section and discussion of service revenue in the 2012 MD&A.  The Company has also added the following disclosure to the “Overview – Sources of Revenue” section in the Q1MD&A as well as the discussion of its services revenue:

Given that many of the Company’s competitors recover their infrastructure and services expense in alternate manners, the Company continues to face pressure to reduce its infrastructure access fees. In addition, the infrastructure access fees charged by the Company are expected to fall under increasing pressure as certain of the new products it launches, including BlackBerry 10 smartphones, are not expected to utilize the network infrastructure in the same way or to the same extent as the Company’s existing products. The Company is focused on developing an integrated services offering that leverages RIM’s strengths such as BBM, security and manageability that will continue to generate service revenues. However, if the Company is unable to resist these competitive pressures or is unable to develop a compelling integrated services offering that will continue to generate service revenues and enable the Company to recover the costs associated with its network infrastructure, this could have a material adverse effect on the Company’s results of operations and financial condition.

Confidential Treatment Requested by Research In Motion Limited

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Specific new service offering initiatives related to the changes to the Company’s services business in the future will be disclosed, as appropriate, as they are developed and implemented.

Availability of Apps

The Company notes that it included disclosure relating to the impact of the availability of third-party software applications on its business in the “Risk Factors” section of the 2012 AIF, under the risk factor titled “The Company may not be successful in expanding or managing its BlackBerry App World applications catalogue.”  Among other things, this risk factor highlighted that the continued expansion of the Company’s applications catalogue is an important element of the Company’s successful transition to its next-generation BlackBerry 10 smartphones and the success of the BlackBerry PlayBook tablet.  The Company noted that decisions by customers to purchase its products are becoming increasingly based on the availability of third-party software applications, and the Company is dependent on third-party software developers to provide access to and develop content, including applications, and services to enhance the user experience and maintain competitiveness and differentiation of BlackBerry products in the marketplace.

The Company has further highlighted issues relating to third-party software applications by adding the following disclosure to the “Overview” section of the Q1 MD&A:

BlackBerry App World, RIM’s comprehensive electronic applications catalogue, is available to customers in over 100 markets globally, with other markets to follow. The continued expansion of the applications catalogue is an important element of the Company’s successful transition to its next-generation BlackBerry 10 smartphones and the success of the BlackBerry PlayBook tablet, and requires a substantial investment of internal resources for development of the infrastructure, improvement of developer and consumer interfaces and advertising costs.

Nortel patents

The Company notes that its participation in a consortium of companies to purchase the Nortel patent portfolio was for the same reasons that other companies purchase intellectual property rights, namely to avoid potential exposure to those patents in litigation and to consider potential licensing opportunities.  The Company has addressed the Staff’s comment in the Q1 MD&A by adding the following disclosure to the “Overview” section:

RIM also participated in a successful bid for the Nortel Networks Corporation (“Nortel”) patent portfolio as a part of a consortium of companies. The Nortel patents obtained eliminated the Company’s exposure to those patents and are expected to strengthen the Company’s patent portfolio and